Code of Regulations

Adopted 9/13/13, Revised 2/11/14

Article I – Name

1.1       Name – The name of the corporation shall be the “American Knife Manufacturers Association” (the “Association”), a nonprofit corporation organized under Chapter 1702 of the Ohio Revised Code.

 

Article II – Objective

2.1       Objective – The objective of the Association is to undertake those activities that can be pursued more effectively by a trade association than individual companies in order to enable the industry to freely create and market safe, productive machine knives and cutlery.

To accomplish this objective, the Association will:

• Foster industry growth, competitiveness and technology;
• Support the design and production of safe products;
• Inform its members on general matters of interest;
• Facilitate exchanges of information and ideas among its members concerning industry issues and concerns;
• Encourage the industry’s commitment to protecting the environment; and
• Develop programs to assist members to properly train their employees, effectively market their products and services, improve the efficiency and profitability of their operations and enhance their partnerships with customers and suppliers.

Article III – Membership

3.1       Membership Classes – The membership of the Association shall consist of the following two classes:  (a) Manufacturer Members; and (b) Associate Members. Manufacturer Members and Associate Members are hereinafter collectively referred to as “Members.”  It is the objective of the Association to maintain a balance of Manufacturer to Associate Members.

3.2       Qualifications of Manufacturer Members – Any individual, partnership, firm or corporation regularly engaged in the manufacture in the United States of (a) cutlery products, including, but not limited to, knives with folding blades, table cutlery, fixed blade cutlery, table, kitchen or household implements, scissors or shears or edged hand tools, or (b) machine knives or metal cutting knives (examples of machine knives are set forth on Annex A of these Regulations), is eligible to become a Manufacturer Member of the Association under the terms and conditions herein set forth or as may be determined by the Board of Directors. Manufacture for the purpose of this section is not merely assembling or combining imported components.

A majority of the products described above (measured by dollar volume of sales) sold by Manufacturer Members and their related entities in the United States must be North American-made products that are manufactured by such Member, including its related entities.

A “subclass or subsidiary of” a Manufacturer Member is also eligible for membership at 50% of the Manufacturer Member’s dues rate.  A “subsidiary of” a Manufacturer Member shall have the same rights as a Manufacturing Member.

3.3       Qualifications of Associate Members – Any individual, partnership, firm or corporation primarily engaged in the sale of components, equipment or supplies to a  Manufacturing Member is eligible to become an Associate Member of the Association under the terms and conditions herein set forth or as may be determined by the Board of Directors. If in good standing, Associate Members shall be entitled to attend all regular meetings and trade shows of the Association, to receive publications and releases of the Association, and to enjoy such other privileges of the Association as may be determined from time to time by the Board of Directors. Associate Members may not hold office or vote at meetings of the Association.  “A “subclass or subsidiary of” an Associate Member is also eligible for membership at 50% of the Associate Member dues rate.  A “subsidiary of” an Associate Member shall have the same rights as an Associate Member.

3.4       Membership Application – Application shall be made in writing to the Executive Director of the Association. Applications for membership shall be subject to approval by a simple majority at any meeting of the Association where a quorum is present.

3.5       Representative of Manufacturer Members – Each Manufacturer Member, upon election to membership, shall file with the Executive Director the names of a delegate and an alternate to represent such Member at all meetings of the Association and to vote for such Member. The designation of a delegate or alternate may be changed or revoked at any time by written notice filed with the Executive Director. Any Manufacturer Member represented at any meeting by a duly-designated delegate or alternate shall be deemed present at such meeting.

3.6       Non-Transferability of Membership – No membership or membership rights of a Member may be assigned, transferred, alienated or encumbered, either voluntarily or by operation of law, except with the consent and approval of the Board of Directors.

3.7       Property Rights of Members – Because the Association is a nonprofit corporation, no dividend or other distribution shall be made to Members from income, if any, of the Association. Upon termination of membership, a Member shall not be entitled to any distribution of the assets of the Association, and such Member shall not retain any right to share in any net assets of the Association in the event of subsequent dissolution and liquidation of the Association.

3.8       Voting Rights of Members and Participation in Management –  Only a Manufacturer Member in good standing (as defined in these Regulations) shall be permitted to vote on matters presented to the membership. Only a Manufacturer Member in good standing shall be entitled to participate in the management of the Association as provided by these Regulations.  Each Manufacturer Member shall have one vote on each question or matter to be cast by such Member’s delegate or in the absence of such delegate, by his alternate. All questions and business at every meeting of the Manufacturer Members of the Association at which a quorum is present shall be determined by a majority vote of Manufacturer Members present at such meeting, unless a different vote on any specific matter is required by law, the Articles of Incorporation or other provisions of these Regulations.

3.9       Members in Good Standing – No Member shall be in good standing whose dues are ninety (90) days in arrears.

3.10     Termination of Membership – Members who cease to be qualified shall automatically cease to be Members.  Any Member may resign from membership by giving written notice of its resignation to the Executive Director at least thirty (30) days in advance of the date such resignation is to be effective.  A Member who ceases to be qualified or resigns shall not be relieved of its obligation to pay any dues or other assessments theretofore accrued and unpaid for the year in which the Member ceases to be qualified or the resignation becomes effective.  Further, any Member whose written notice of resignation is received by the Executive Director after January 31st of any calendar year shall also be liable for its dues for that calendar year.

3.11     Suspension and Expulsion – Members may be suspended or expelled from membership for cause, but only upon the affirmative vote of the Board of Directors and two-thirds of the membership.  Cause for suspension or expulsion shall be limited to nonpayment of dues or assessments for more than 30 days from the date on which they are due and payable, or engagement in activities which bring or may tend to bring the Association or its Members into conflict with any law of the United States or of any state or territory.  For any cause other than nonpayment of dues, suspension or expulsion shall occur only after the Member complained against has been advised of the nature of the complaint and has been given reasonable opportunity to be heard by the Board of Directors.

 

Article IV – FUNDS

4.1       Funds – The funds of the Association shall be derived from initiation fees, dues and from such other assessments as from time to time may be adopted by the Board of Directors, subject to the approval by a majority of the Manufacturer Members present at any Annual Meeting of the Association. Initiation fees, dues and assessments for all Associate Members shall be uniform in amount. Unless otherwise voted, any change in dues adopted at any Annual Meeting is applicable to the fiscal year in which the vote occurred.

4. 2      Fiscal Year – The fiscal year of the Association shall be the calendar year.

 

Article V – Meetings OF MEMBERS

5.1       Annual – There shall be an Annual Meeting of Members in the Spring of the year.  At the Annual Meeting of Members, the annual financial statements and reports by officers and committees of the Association shall be presented to Members, and the Manufacturer Members shall consider and take appropriate action on the election of directors of the Association for the following year, the approval of initiation fees, dues and other assessments as adopted from time to time by the Board of Directors, and such other business as may properly come before such meeting.

5.2       Special Meetings – Special meetings of the Association may be called by the Board of Directors or may be called by the President upon the written request of a majority of the Manufacturer Members of the Association in good standing. Such request shall state the purpose or purposes of the proposed meeting.

5.3       Notice of Meetings – Notice of annual and regular meetings shall be signed by the Executive Director and delivered to the membership not less than thirty (30) days before the day appointed for the meeting.

5.4       Notice of Special Meeting – Written notice of any special meeting shall be delivered at least ten (10) days before such meeting to each Member entitled to vote thereat, and to all other members. Notice of any special meeting shall specify the purposes of the meeting, in addition to the place, date and hour of such meeting.

5.5       Adjournment and Notice – Any membership meeting, whether or not a quorum is present, may be adjourned from time to time by a vote of the majority of the members present in person, but in the event there is not a quorum initially present at any membership meeting, no other business may be transacted. When any meeting of Members is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Otherwise, it shall not be necessary to give any notice of adjournment other than by announcement at the meeting at which adjournment is taken nor shall it be necessary to give any notice of the business to be transacted at an adjourned meeting.

5.6       Quorum – At any meeting of the Manufacturer Members, a majority of the Manufacturer Members in good standing shall be requisite for and shall constitute a quorum. The affirmative vote of a majority of those present shall be necessary for the adoption of any matter voted upon by the membership.

5.7       Order of Business – The order of business for all meetings of the Association shall be determined by the President or presiding officer of the Association.

 

Article VI – BOARD OF DIRECTORS

6.1       General Powers – The general direction and management of the affairs, funds (including the adoption of initiation fees, dues and other assessments and the method and date of payment) and property of the Association shall be vested in the Board of Directors, and such specific determinations and directions as may be given at any meeting of Manufacturer Members.

6.2       Number and Qualification – The Board of Directors of the Association shall consist of not less than three nor more than nine directorship.  One of these directorships shall be held by the Immediate Past President, President, Vice President or Treasurer of the Association, and the remaining directorships shall be held by representatives of Manufacturer  Members.  There may also be one non-voting ad-hoc directorship held by a representative of an Associate Member who will represent all Associate Members and will be selected by approval of the majority of the Board Members.

6.3       Election and Term of Office – The Directors shall be elected at the Annual Meetings of Manufacturer Members, but if any such Annual Meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any Special Meeting of Manufacturer Members held for that purpose. Directors shall be elected on a rotating basis and shall hold office for two (2) years or until their respective successors are elected.

6.4       Special Powers – The Board of Directors shall appoint annually an Executive Director not actively connected with the industry, on such terms as in their opinion will be in the best interest of the Association.

6.5       Vacancies – Vacancies in the Board of Directors may be filled by the affirmative vote of a majority of the then members of the Board. Any person so elected shall hold office until his successor is elected.

6.6       Meetings – Except that the Board shall have a regular meeting at the time and place of the Annual Meeting, the Board shall meet upon call of the President at such times and places as he may designate, and shall be called to meet upon demand of a majority of the members. Notice of all meetings of the Board of Directors shall be delivered to each member of the Board at his last recorded address at least ten (10) days in advance of such meeting.

6.7       Quorum – A majority of the authorized number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Any less number may adjourn from time to time until a quorum be present. The act of the majority of the Directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Regulations.

 

Article VII – COMMITTEES

7.1       Committees – The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special or subcommittees as may be required by the Regulations or as the President may find necessary.

7.2       Executive Committee – There shall be elected annually by the Board of Directors two (2) members thereof, who, with the President, Vice President, and Treasurer shall constitute an executive committee. They may exercise the powers of the Board of Directors when the Board of Directors is not in session, reporting to the Board of Directors at its succeeding meeting any action taken. Three members shall constitute a quorum for the transaction of business. Meetings may be called by the chairman or by three members.

7.3       Nominating Committee – At least 30 days before the Annual Meeting, the President shall appoint a nominating committee of three Manufacturer Members to nominate candidates for the Board of Directors and Officers of the Association.

 

Article VIII – OFFICERS

8.1       Elective Officers – The elective Officers of this Association shall be a President, a Vice President and a Treasurer. These Officers shall be elected annually by the Manufacturer Members at the regular meeting held at the time of the Association’s Annual Meeting. Election shall be by ballot and a majority of the votes cast shall elect.

8.2       Term of Office – Unless sooner removed by the Manufacturer Members, or unless they resign or become disqualified, all Officers shall hold office for a term of one (1) year or until their successors are duly elected. Any Officer or director may be removed at any regular meeting of the Manufacturer Members or at any special meeting of the Manufacturer Members called for that purpose. A vacancy in any office may be filled for the unexpired term by the Board of Directors of the Association at any regular or special meeting. No person shall serve in the same office of the Association for more than two (2) consecutive terms.

8.3       President – The President shall be the principal elective officer of the organization, shall preside at meetings of the Association and of the Board of Directors and of the executive committee, and shall be a member ex-officio, with right to vote, of all committees except the nominating committee. He shall also, at the Annual Meeting of the Association and at such other times as he shall deem proper, communicate to the Association or to the Board of Directors such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.

8.4       Vice President – The Vice President shall perform the duties prescribed for the President in the absence or incapacity of the President.

8.5       Treasurer – The Treasurer shall keep an account of all moneys received and expended for the use of the Association, and shall make disbursement authorized by the Board and approved by the Executive Director and such other Officers as the Board may prescribe. He shall deposit all monies received in such depositories or investment, approved by the Board of Directors, and shall make a report at the Annual Meeting or when called upon by the President. Funds may be drawn only upon the signature of the Treasurer. The Treasurer may appoint one or more Assistant Treasurers to perform such duties as the Treasurer may delegate to him or them. The funds, books, and vouchers in his hands shall, with the exception of confidential reports submitted to members, at all times be subject to verification and inspection by the Board of Directors. The duties of the Treasurer may be assigned to the Executive Director.

8.6       Executive Director – The administration and management of the Association shall be performed by a salaried staff person, appointed by, and directly responsible to the Board of Directors. Such person shall have the title of Executive Director or such other title as the Board shall from time to time designate. Such person shall be the chief executive and operating officer of the Association, with responsibility for the management and direction of all operations, programs, activities, and affairs of the Association, including employment and termination of employment, and the determination of compensation of members of the staff and supporting personnel, functioning within the framework of policy aims and programs as generally determined by the Board of Directors. He shall have such other duties as may be prescribed by the Board.

8.7       Secretary – The Secretary shall be appointed by the President with the approval of the Board of Directors. It shall be his duty to give notice of and attend all meetings of the Association, keep a record of all proceedings, attest to documents and perform such other duties as are usual for such official or as may be duly assigned to him by the Board of Directors. The duties of the Secretary may be assigned to the Executive Director.

8.8       General Counsel – A General Counsel may be appointed by the President with the approval of the Board of Directors. It shall be his responsibility (1) to review the Association’s regulations and policies not set forth in these Regulations; agenda and minutes of all regular and special meetings of the Association’s Board, committees and membership; tax returns and ERISA filings; and (2) to attend all regular and special meetings of the Association’s Board, committees and membership.

Article IX – VOTE BY WRITTEN ACTIONS

9.1       Manufacturer Members – Whenever, in the judgment of the Board of Directors, any matter arises which the Board of Directors believes should be put to a vote of the Manufacturer Members, and if the Board of Directors believes it inexpedient to call a special meeting for such purpose, the Board of Directors may, unless otherwise required by these Regulations, submit such a matter to a vote of the Manufacturer Members in writing, delivered by U.S. mail, e-mail or other method permitted by Chapter 1702 of the Ohio Revised Code, and the matter thus presented shall be decided according to a majority of the votes received by mail, e-mail or other method permitted by the Chapter 1702 of the Ohio Revised Code within 15 days after such submission to the membership, provided that in each case votes of at least 50 percent of the Manufacturer Members in good standing shall be received.  Any and all actions taken pursuant to a majority vote in accordance with the preceding sentence shall be binding upon the Association in the same manner as would be action taken at a duly called meeting.   A telegram, cablegram, electronic mail, or an electronic or other transmission capable of authentication that appears to have been sent by a Manufacturer Member and that contains an affirmative vote or approval of that Manufacturer Member is a signed writing for the purposes of this section, and the date on which it is sent is the date that is deemed to be signed.

9.2       Board of Directors or Committee Members – Any action required or permitted to be taken at a meeting of the Board of Directors or any Committee thereof may be taken without a meeting if an action in writing setting forth the action so taken shall be signed by all members entitled to vote with respect to the subject matter thereof, or by all the members of the Board or of such Committee as the case may be, and such written consent is filed with the minutes of proceedings of the members of the Board or Committee.  A telegram, cablegram, electronic mail, or an electronic or other transmission capable of authentication that appears to have been sent by a director and that contains an affirmative vote or approval of that director is a signed writing for the purposes of this section, and the date on which it is sent is the date that is deemed to be signed.

 

Article X – Amendments

10.1     Amendments – These Regulations may be amended or repealed by the Members:

(a) at a meeting of the Members, by the affirmative vote of two-thirds of the Manufacturer Members;

(b) without a meeting, by written action approved by two-thirds of the Manufacturer Members,

provided, however, that no amendment or repeal of these Regulations shall be considered at any meeting of Members unless notice of the proposed amendment or repeal has been sent to each Member at least thirty (30) days prior to such meeting, and provided further that, in the event of any amendment or repeal of these Regulations, with or without a meeting, the Executive Director shall mail a copy of the amendment or other action taken to each Member who would have been entitled to vote thereon and did not participate in the action.

 

Article XI – Indemnification and Insurance

11.1     Authorization

(a) This Section shall apply to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. It shall apply to expenses (including attorneys’ fees) incurred by him or her in connection with such action, suit or proceeding by reason of the fact that he or she is or was a trustee, officer, agent, or Executive Director of the Association. It shall also apply if he is or was serving at the request of the Association as a trustee, director, officer, employee or agent of another corporation or other organization. In the case of actions other than those by or in the right of the Association, it shall apply to judgments, fines and amounts paid in settlement as well as expenses. If such a person seeks indemnification from the Association where the foregoing applies, then the Association shall determine or cause to be determined the manner provided in Section 1702.12 of the Revised Code of Ohio whether or not indemnification is proper in the circumstances. Indemnification shall be proper when the person claiming such indemnification has met the applicable standard of conduct set forth in Section 1702.12 of the Revised Code of Ohio. To the extent that it is so determined that such indemnification is proper, the person claiming indemnification shall be indemnified. Indemnification shall also be made where so ordered by a court.

(b) The indemnification provided above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled. Other rights of indemnification may include those under the Association’s Articles of Incorporation or any agreement, vote of disinterested Members or disinterested Trustees, or otherwise. Such rights of any person shall apply both as to action in his or her official capacity and as to action in another capacity while holding such office. Such rights shall continue as to a person who has ceased to be a trustee, officer or Executive Director and shall inure to the benefit of the heirs, executors, and administrators of such a person.

(c) Any non-trustee who is serving as a member of any Committee by appointment of the Board of Trustees shall be deemed an agent of the Association for purposes of this Article XI.

11.2     Insurance – The Association, to the extent permitted by Chapter 1702 of the Ohio Revised Code, may purchase and maintain insurance on behalf of any person who is or was a trustee, officer or Executive Director of the Association, or is or was serving at the request of the Association as a trustee, director, officer, employee or agent of another corporation or other organization.

 

Article XII – DISSOLUTION

12.1 Dissolution – The Association shall use its funds only to accomplish the objectives and purposes specified in these Regulations, and no part of such funds shall inure, or be distributed, to the Members.  On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.