The Bylaws of the St. Paul Freifechter are publicly published for several reasons.

The first, is to make them available and accessible to the St. Paul Freifechter membership.

The second is to make them available to others who may be interested in doing business with us and wanting to understand things like what the purpose of this St. Paul Freifechter organization is, how our business is structured, that we are a non-profit organization, and so on.

Article I.          NAME OF ORGANIZATION

The name of the corporation is Saint Paul Freifechter, also known as St. Paul Freifechter.

Article II.        CORPORATE PURPOSE

Section 2.01    Nonprofit Purpose

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

To exercise such of the rights, powers, duties and authority of a nonprofit corporation organized under the Nonprofit Corporation Act of the State of Minnesota which are consistent with the preceding paragraph.

Section 2.02    Specific Purpose.

The Saint Paul Freifechter provides resources and support for the research, study, interpretation, practice and application of Historical Martial Arts with the goal of building a community of mutual assistance and support based on principles of respect, equity, and collaboration in both praxis and governance.

The specific objectives and purpose of this organization shall be:

1. To provide support and resources for open study efforts dedicated to the research, interpretation, practice and application of Historical Martial Arts, including related and supporting materials and areas of study, with the goal of not only encouraging a greater understanding of both the principles and skills required, but also the historical and social contexts in which those arts were used.
2. To provide support and resources for open study efforts dedicated to the research, interpretation, practice and application of Historical Martial Arts, including related and supporting materials and areas of study, with the goal of not only encouraging a greater understanding of both the principles and skills required, but also the historical and social contexts in which those arts were used.

Article III.      MEMBERSHIP

Section 3.01    Classes of Membership

The Saint Paul Freifechter has two classes of Membership. They are as follows:

(a)     Regular Member:

Regular Members are members with full rights and privileges as defined for Regular Members, and must meet and maintain all Eligibility Requirements defined for that class of member.

(b)     Student Member:

Student Members are members with a limited set of rights and privileges as defined for Student Members, and must meet and maintain all Eligibility Requirements defined for that class of member.

Section 3.02    Eligibility for Membership

Eligibility for membership must meet the following requirements, as per the class of member the person is applying for:

(a)     Regular Members:

Completed and submitted Membership Application along with annual dues for current year, and

Must be at least 18 years old as of the date of the membership application.

(b)     Student Members:

Completed and submitted Membership Application along with annual dues for current year, and

As of the date of the membership application:

1. Must either be at least 18 years old and registered as a Full-Time student, or
2. be between the ages of 16 and 18 years old and provide a completed Parental/Guardian consent form.

Section 3.03    Annual Dues

The amount required for annual dues for each class of member shall be set by the Board of Directors.

Section 3.04    Rights of Members

(a)     Rights of Regular Members

Rights of the Regular Members of the corporation are defined as follows:

1. Each Regular Member shall be eligible to attend any and all meetings of the Membership.
2. Each Regular Member shall be eligible to cast their vote on any issues/topics presented for voting during a Membership meeting.
3. Each Regular Member shall be eligible to cast their vote in elections for the Board of Directors/Officer positions.
4. Each Regular Member shall be eligible to hold a position on the Board of Directors, either by election or by appointment, assuming any and all other requirements for the specific position are met.

(b)     Rights of Student Members

Rights of Student Members of the corporation are defined as follows:

1. Each Student Member shall be eligible to attend any and all meetings of the Membership.
2. Each Student Member shall be eligible to cast their vote on any issues/topics presented for voting during a Membership meeting.
3. Each Student Member shall be eligible to cast their vote in elections for the Board of Directors/Officer positions.

Section 3.05    Resignation and Termination

(a)     Resignation:

Any member may resign by filing a written resignation with the secretary. The resignation of a member does not relieve the member from any obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services, nor does it entitle any reimbursement or refund of membership dues.

(b)     Termination:

A member can have their membership terminated in one of two means:

1. By allowing their annual dues to lapse, or
2. By a majority vote of the Board of Directors.

Termination of membership does not entitle any reimbursement or refund of membership dues.

Article IV.     ARTICLE IV. MEETINGS OF MEMBERS

Section 4.01    Regular Meetings

Regular meetings of the members shall be held at a minimum of once per year, at a time and place designated by the chair.

Section 4.02    Special Meetings

Special meetings may be called by the chair, or a simple majority of the board of directors.

Section 4.03    Notice of Meetings

Written notice of each meeting shall be given to each voting member, through a means approved by the board of directors, not less than two weeks prior to the meeting.

Section 4.04    Quorum

A quorum for a meeting of the board of directors shall consist of at least 2/3 of the board of directors’ members.

Section 4.05    Voting

Unless otherwise specified in these bylaws, all topics to be voted on shall be decided by a simple majority as follows:

1. A simple majority of those members present at the meeting in which the vote takes place, or;
2. A simple majority of votes gathered through other means that have been pre-approved for that topic such as email, mail, etc.

Voting by mail, email, electronic signatures, etc, will be allowed where appropriate and only if suitable and secure technology/tools are in place to support it.

Article V.       BOARD OF DIRECTORS

Section 5.01    General Powers

The affairs of the Corporation shall be managed by its Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 5.02    Number, Tenure, Terms, and Requirements

(a)     Number:

The number of Directors and their responsibilities shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) Directors at any given time.

(b)     Tenure:

Each member of the Board of Directors shall hold office for up to a three-year term.

(c)     Terms:

The Terms of the Directors shall be staggered so that at the time of each annual meeting, the terms of no more than approximately one-half (1/2) of all members of the Board of Directors shall expire.

(d)     Requirements:

Each member of the Board of Directors shall be a Regular Member of the Corporation whose membership dues are paid in full.

Each member of the Board of Directors shall attend at least one (1) annual meeting of the Board per year.

Section 5.03    Confidentiality requirements

Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes or can reasonably be expected to benefit the Corporation.

Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties.

Section 5.04    Compensation

Members of the Board of Directors shall not directly or indirectly receive any form of financial, material, and/or other compensation for their services a Director or company Officer.

Reimbursement for directly related event and/or business operational expenses that have been pre-approved by the Board of Directors may be permitted.

Section 5.05    Conflict of Interest:

Whenever a director or Director’s immediate family (defined as spouse, domestic partner, parent, siblings, children or other close relative) has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:

1. The interest of such director is fully disclosed to the board of directors.
2. No interested director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
3. Any transaction in which a director has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
4. Payments to the interested director shall be reasonable and shall not exceed fair market value.
5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

Failure to disclose a potential conflict of interest may result in the director being removed from their position, as per Article 5, Section 5.11

Section 5.06    Board of Directors meetings:

(a)     Regular and Annual Meetings

An annual meeting of the Board of Directors shall be held at a time and day in the month of January of each calendar year and at a location designated by the Board of Directors.

Notice of these meetings shall be sent to all members of the Board of Directors no less than fifteen (15) days, prior to the meeting date.

(b)     Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.

(c)     Meeting Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, electronic methods, or by written notice.

(d)     Meeting Notice Waiver

Any Director may waive notice of any meeting.

The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

(e)     Quorum

The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

(f)      Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

Section 5.07    Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 5.08    Election of Board of Directors members

Board of Directors members shall be elected using the process as follows:

An Upcoming election will be announced to the membership 60 days before the scheduled election meeting, with submissions for nominees open for 30 days.

1. Nominations can be submitted one of two ways:
   1. Self-Nomination: This is when a member nominates themselves for the position. It is assumed that a person who is self-nominating is also accepting the nomination.
   2. Nominated by another member: This is when one member nominates another member for the role. Anyone nominated in this manner must accept the nomination to become a candidate for the election.
2. All nominees will have their acceptance and qualification for the role as outlined in Article V, Section 5.02. Regarding Number, Tenure, and Requirements, and confirmed by either the Secretary and/or the President, within 30 days of the nomination cutoff date.
3. The members that have accepted the nominations will be announced to the membership, and each nominee will be given a brief period to present why they would like the role (campaigning).
4. A vote will be conducted amongst the membership (including all classes of members eligible to vote). The candidate with the highest number of votes would be declared as the winner, and assume the role as per Article V, Section 5.02, Regarding Number, Tenure, Requirements, and Qualifications.

Section 5.09    Director Transitions

The members of the Board of Directors shall, upon election, enter a 30-day transitional period.

During this transitional period, the outgoing Director will perform the following:

1. Transfer of all materials, documents, processes, and other relevant information over to the newly elected Director.
2. Continue to perform their duties and role in an assistant capacity to their successor.

In the case of a vacancy being filled, either by vote or appointment, the incoming Director shall immediately assume the role and responsibilities of the position with no transitional period required.

Section 5.10    Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by one of the following methods:

1. A temporary appointment through a majority vote of the remaining members of the Board of Directors at a regular or special meeting.
2. A majority vote of the membership during a regular meeting, as per normal Director election process.

Section 5.11    Removal.

Any member of the Board of Directors may be removed with or without cause, at any time, by vote of two-thirds (2/3) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby.

Any member of the Board of Directors, including Officers of the company, who has been removed as a member of the Board of Directors shall be immediately removed from their position, and will not be eligible for re-election to any Board of Directors or company Officer position for a period of 2 election cycles after their removal.

Article VI.     OFFICERS

The officers of this Board shall be the President, Secretary and Treasurer.

All officers are members of the Board or Directors.

Section 6.01    President

The President shall have overall responsibility of the organization’s business, and has the following duties:

He/She/They shall:

1. Have general active management of the business of the corporation.
2. Be the primary designated Signature Authority for the organization, with the authority to sign legal and financial documents on behalf of the corporation.
3. Participate in, or lead, short and long term planning for the organization, including the development of, overseeing, and execution of programs to carry out the goals of the organization.
4. Fulfill the role of Chair of the Board, including all of the duties and responsibilities normally associated with the role.
5. When present, preside at meetings of the board and of the members.
6. Perform other duties prescribed by the board.
7. Temporarily fulfill the role and duties of the Secretary and/or Treasurer in the instance of either role being vacant.

Section 6.02    Secretary

The Secretary or their duly appointed delegate shall attend all meetings of the Board of Directors, and all meetings of members, and will act as a clerk thereof.

The Secretary’s duties shall consist of:

He/She/They shall:

1. Attend all meetings of the Board of Directors, and all meetings of members, and will act as a clerk thereof, either directly or via their duly appointed delegate.
2. Record or obtain recorded minutes of all proceedings to be kept for that purpose.
3. Be the custodian of all official documentation used by the organization, including but not limited to, the organization’s governing documents, minutes of both Board of Directors and Membership meetings, Financial Reports, Board of Director and membership contact information, and other official records.
4. Be a designated Signature Authority for the organization, with the authority to sign legal and financial documents on behalf of the corporation, where legally appropriate for the role and/or when the president is unable/unavailable to do so.
5. Perform other duties prescribed by the board or by the president.

Section 6.03    Treasurer

The Treasures duties shall be to Oversee the Organization’s Financial Admininistration:

He/She/They shall:

1. Keep accurate financial records for the corporation.
2. Deposit money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board.
3. Endorse for deposit notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers for the deposit.
4. Disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board.
5. Upon request, provide the president and the board an account of transactions by the treasurer and of the financial condition of the corporation.
6. Be a designated Signature Authority for the organization, with the authority to sign legal and financial documents on behalf of the corporation, where legally appropriate for the role and/or when the president is unable/unavailable to do so.
7. Perform other duties prescribed by the board or by the president.

Section 6.04    Election of Officers

Officers shall be elected using the same process as for Board of Director positions outlined in Article 5, section 5.08.

Section 6.05    Vacancies

Whenever any Officer vacancy occurs, it shall be filled using the same process as for Board of Director positions outlined in Article 5, section 5.10.

Section 6.06    Removal.

Removal of any Officers shall be done using the same process as defined for Removal of Board of Directors positions outlined in Article 5, Section 5.11.

Article VII.   COMMITTEES

Section 7.01    Committee Formation

The board may create committees as needed, such as fundraising, event production, curriculum and training, etc.

The board chair appoints all committee chairs.

Article VIII. BOOKS AND RECORDS

The corporation shall keep complete books and records of account for the following minimum areas:

1. Financial records, detailing all financial transactions executed by or with the corporation.
2. Minutes and meeting notes from all Board of Directors meetings.
3. Membership records, including copies of applications and all related documentation.

Article IX.      AMENDMENTS

Section 9.01    Articles of Incorporation

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail.

All amendments of the Articles of Incorporation shall require the affirmative vote of an absolute majority of directors then in office.

Section 9.02    Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.

(a)     Inspection of Bylaws

The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers and directors within 14 days of the member requesting the to inspect them.

(b)     Amendments to the Bylaws:

Proposed changes to the bylaws should be written out using the following format:

Title: A title for the proposal

Date: Date the proposal is submitted for review

Sponsor: A full member in good standing who supports the change and who will be responsible for answering questions about the proposal from the membership, officers, and board.  Co-sponsorship among multiple members is not permitted.

Background: A summary statement of the problem addressed by the proposal, reasoning behind the measure, or other information that would help the membership, officers, and board understand the proposal

Existing Text: As applicable, the relevant text of the existing bylaw or bylaws should be included in the proposal, including a citation to the section/paragraph if possible.

Proposed Text: The proposed addition or amendment to the bylaws, as envisioned by the sponsor.

Completed proposals may be submitted to the secretary at any time for consideration at the next board meeting, but must be submitted NO LESS than 10 days before the next board meeting.

At the board meeting, the proposal will be discussed by all attendees and will be voted upon.

Sponsors should, if at all possible, attend the board meeting to answer questions about their proposal.  If a sponsor cannot attend, they can appoint another full member in good standing to act as their proxy.

Incomplete proposals or those that cannot be voted on due to unaddressed questions/concerns will be returned to the sponsor for completion/clarification.  Sponsors should then re-submit their proposal to the secretary for consideration at the next board meeting.

Article X.        ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the ## preceding pages, as the Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors on this ____ day of _________, 20__.

________________________________________
Scott MacDonald, President – Saint Paul Freifechter.

________________________________________
ATTEST: Sarah Barshness, Secretary – Saint Paul Freifechter.

________________________________________
ATTEST: Krista Moore-McCormick, Treasurer – Saint Paul Freifechter.