Kron Bylaws

Official Leadership Meetings Notice

Leadership meetings are open to all current paid members of Kron, and are held every first and third Sunday of the month at 7 o’clock PST via the HEMA Alliance Ventrilo server.  If you would like to attend, get in contact with any member of the KC.  All emails are available on the contact page.

Kron Bylaws

1.  Name
The name of the organization is Kron Martial Arts.
Acceptable alternate names are:
Kron, KMA, K.M.A., Kron Historical European Martial Arts, Kron HEMA, and Kron H.E.M.A.

2.  Purpose
The purpose of Kron is to promote the study of Historical European Martial Arts as an affiliate of the HEMA Alliance, an educational non-profit organization.

3.  Membership Dues
Each member shall pay dues of $52 per year, or $36 per six months, or $20 per two months. Full time students may pay $26 per six months.  Non-members may attend one regular practice without charge, and may attend subsequent practices for a $5 per-practice guest fee.  There will be no refunds or partial refunds of membership dues except in the case of expulsion.  HEMA Alliance voting members who are also Kron members will have their annual Kron dues discounted by $12.  This discount only applies to a single annual payment and cannot be broken down and applied to partial-year payments.  If the Member paying dues is a HEMA Alliance Voting Member, $6 of their $40 dues shall go to the General Budget and $34 shall go to the Chapter of the Member.  If the Member is not a Voting Member of the HEMA Alliance, $27 of their $52 dues shall go to the General Budget and $25 shall go to the Chapter.  All HEMA Alliance insurance and affiliation fees shall be paid from the General Budget.  Chapters may raise but not lower their dues and guest fees.  Any additional funds go to the Chapter, including additional dues from members electing to pay the 6-month or 2-month fees.

4.  Right to Vote on Expenditures
All members have the right to vote on all General Budget expenditures other than HEMA Alliance affiliation and insurance fees.  The membership may vote to authorize one or more members to have spending discretion within specific limits and purposes set in the vote.  Voting on Chapter Budget expenditures shall be according to the Chapter governance.

5.  Open Ballot Electronic Voting
An open ballot vote by email, or other easily accessible internet means, requires at least 72 hours notice, by email, to the full membership. Each member shall be responsible to keep the Secretary updated on their current email, and to check that email regularly.  The notice of open ballot must clearly state the matter to be voted on, the email address for the vote, or the manner and directions for voting if not by email, and the vote deadline.  No quorum is required for regular open ballot email voting.

6.  Secret Ballot Electronic Voting
A secret ballot vote by email, or other easily accessible internet means, follows the same rules for notice and quorum as an open vote.  A minimum of two non-member vote counters, not from the same local group themselves, are required to certify the accuracy of the ballot.  The vote counters must be identified at the time the vote is noticed, and either or both counters may be challenged by a minimum seven members, by contacting the Secretary in writing within 72 hours of the notice of the vote.  An electronic system other than email may be set up for secret ballots, and in such a case the two non-member “vote-counters” will serve to separately verify the fairness and accuracy of the system.

7.  Kron Council
The daily management and governance of Kron shall be executed by an elected council, known as the “Kron Council” or the “KC.”  The KC shall consist of 3 councilors elected by the general membership of Kron, and an additional Councilor from each Kron Chapter, selected according to the governance of that Chapter.  The terms for Councilors shall be 6 months.  If the KC falls below this size, a special election or Chapter appointment must be held within 30 days.  Of the 3 councilors elected by the full membership, one councilor shall serve as Speaker, another as Secretary, and another as Treasurer.  Each Councilor shall have an equal vote.  The Speaker shall act as chairman of meetings, the Secretary shall have primary responsibility for membership and vote records, and the Treasurer shall have primary responsibility for financial records.  In order to be eligible to run for and remain in a KC position, or to be selected for the KC by a Chapter, voting membership in both KRON and the HEMA Alliance is required.

8.  Expanding the Kron Council
The members or the KC may vote to expand the KC to any odd number of members, and to reduce the KC to any odd number of members, but not to reduce it below 3.  A vote to reduce the KC may only take place if there are volunteers on the KC to resign their positions prior to the vote so that the smaller body will be the required size.  Additional members of an expanded council must be added by a special election, which may take place on the same ballot as the vote to expand.  Additional Councilors may or may not be given designated titles or primary responsibilities, but with or without such they shall have votes equal with the Speaker, Secretary, and Treasurer.  Councilors added by special election, whether as part of an expanded KC or to fill empty seats, end their terms when the regular 6-month terms end.

9.  Regular Election Procedures
A regular election shall take place every 6 months by secret ballot, unless all members agree to an open ballot.  The KC will organize and give at least 3 weeks notice of regular elections.  Candidates must declare at least 2 weeks before the election.  Candidates must declare with a statement of their plans if elected, which must include any titled positions desired, and any titled positions in which the candidate declines to serve.  In addition, candidates must answer in their statements any candidate questions posed by the current KC included in the notice of election.  Members will vote for candidates in general, not for specific positions.  A ballot containing more names than the size of the KC will not be counted.  A ballot containing the same name more than once will not be counted.  Non-qualified names on a ballot will be ignored, but the ballot will be otherwise counted if possible.  A ballot may contain fewer names than there are seats on the KC.  The candidate receiving the most votes will choose first for titled positions, if desired.  This includes Speaker, Secretary, Treasurer, and any other regular positions established by previous Councils. A candidate may not choose a position that they did not state a willingness to serve in on their candidate statement.  The remaining positions will be chosen in order of votes.  In the event of a tie where two or more candidates desire the same position, the remaining candidates will vote to break the tie.  If that vote is also a tie, the candidates will share that position.  If any of Speaker, Secretary, or Treasurer are open at the end of this process, then those positions must be filled by a vote of the KC.

10.  Special Election Procedures
A special election, whether to fill a vacated seat or add to the KC, may be called with one-week’s notice, with candidate statements due 72 hours before the election.  All elections must be secret ballot, unless all members agree to an open ballot.

11.  Council Votes
Most governance will take place with KC votes.  A vote may be called for at any meeting where 72 hours notice of the meeting was given and a quorum is present.  A call for a vote must be seconded for the vote to proceed.  A meeting quorum shall be 60% of the Councilors.  A vote may also be called for by email, with 72 hours notice, and all votes being sent to all voters.  An email vote also requires a second and a quorum of participating votes.  The KC may vote to include other specified members in a particular vote or meeting’s votes, but those members do not count for the purposes of seconding or quorum.  If a Councilor believes that a vote has gone against the majority wishes of the membership, that councilor may call for a re-vote with the full membership.  This call must take place immediately after a meeting vote, or within 24 hours of an email vote.  In order to take place, the re-vote must be supported by a minimum 1/3rd of the KC.  A majority of the KC may always call for a full vote of the membership, with 72 hours notice and no quorum requirement.

12.  Membership-Called Votes
A minimum of 1/3rd of the full membership may call for a membership vote by requesting such in writing to the Secretary.  This ballot may be open or secret, and must have at least 72 hours notice.

13.  Dismissal of a Councilor
A Councilor may be dismissed by a special vote of the full membership.  This vote must have a week’s notice.  The vote may be called by either a majority of the KC, or 3 Councilors, or 1/3rd of the full membership.  A quorum of 50% of the full membership is required to carry the dismissal.

14.  Expulsion of a Member
A Member may be expelled by a special vote of the full membership.  This vote must have a week’s notice.  The vote must be called by 1/3rd of the full membership.  A quorum of 50% of the full membership is required to carry the expulsion.  Expelled members will receive a pro-rated refund of their current dues.  An expelled member may be readmitted to membership by a 50% quorum full membership vote called by 50% of the members.  An Instructor of Kron always retains the right to temporarily or permanently ban a Member from their classes; this is not expulsion from Membership.

15.  Proxies
Any absent Councilor or Member entitled to vote at any meeting or on any matter may be represented and may vote by a proxy authorized in writing. Such written authorization must specify the matter with respect to which the proxy is granted, must be signed and dated by the Councilor granting the proxy, and must be filed with the Secretary of the KC or the designated chair of the meeting in question.  A general proxy may be written to cover any votes on a meeting of a particular date, but a general proxy may not extend beyond one meeting.

16.  Right to Telemeeting
All Councilors and Members having a right to participate in a particular meeting also have the right to participate in that meeting by teleconference.  The absent party is responsible to arrange the technology beforehand, and the leader of the meeting is responsible to facilitate the electronic participation as long is it does not provide an undue burden on the proceedings.

17.  Electronic Documents and Signatures
Electronic documents, such as email and texts, shall generally serve where “writing” is required, and electronic signatures shall serve as valid signatures except where invalidated by law.  The Secretary, or any Member serving in a capacity to receive official communication, must be able to receive and verify official communication by email, but may choose to announce restrictions on texts and other means of electronic communications.

18.  Records
The Secretary, or designee of the Secretary, shall record all votes and publish them in an electronic form that is available to all Members.  Such records must be updated within one week of each vote.

19.  Special Projects and Fundraising
The KC may designate any project appropriate to the purposes of Kron to be a Special Project. Special Projects may raise money and retain control of those funds, and any property purchased with those funds, or any property donated to the Special Project.  The designated directors of a Special Project may move their project, and the associated funds and property, from Kron to another non-profit entity appropriate to the purposes of the Special Project.

20.  Donor Intent
Kron will follow the HEMA Alliance’s policy on Donor Intent:  Donations of property and/or money may be earmarked by the donor for any purpose or purposes consistent with the bylaws and mission. Such donations will be used in the manner intended by the donor, and will not otherwise affect allocation of funds.

21.  Unclear Donations
A member or non-member may make a personal gift to another member or non-member; however, any property that is abandoned or given at a Kron function and is not clearly designated as a specific, personal gift must be interpreted as a donation to Kron.  “Anyone can have this,” or “you guys can have this,” or even “you can have this” are all examples of vague “gifts” that must not be accepted by members as personal property but must be treated as donations to the organization.

22.  Amendments to These Bylaws
New bylaws may be adopted or these bylaws may be amended or repealed by a two-thirds majority of the Members voting with a 50% quorum.  Whenever an amendment or new bylaw is adopted, it shall be inserted in the original bylaws in the appropriate place.  If any bylaw is repealed, the fact of repeal and the date of the meeting at which the repeal was enacted or the date that the written consent was effective shall be stated in the original bylaws.  Any repealed or altered language will be preserved for reference within the body of the bylaws.

AMENDMENTS

Kron Bylaws Amendment 1:  Kron Chapters

1.i.  Creation of a Kron Chapter
A Kron Chapter may be created by unanimous vote of the Kron Council and Senior Instructors.  This vote will include approval of an official Chapter name which must include “Kron.”

1.ii.  Chapter Governance
All chapters will be governed by the Kron Bylaws and the policies and decisions of the Kron Council.  However, each Chapter may have it’s own Chapter government with its own Bylaws and policies, providing that they do not conflict with the Kron Bylaws and policies.  All Chapter governance must include an individual responsible to be a Chapter Treasurer and a Chapter Representative to the Kron Council.  These may be the same individual, and they may be titled as the Chapter chooses.  The Kron Council shall not interfere in the governance of a Chapter without a demonstrable need affecting Kron as a whole.

1.iii.  Amendment to Kron Governance
Immediately after a passing vote to establish the first Chapter, the current Kron Council will become the Council of Kron Orange County, and an election will be scheduled for no later than 30 days from that vote to create a new Kron Council.  The OC Council will serve as an Acting Kron Council until that election.

Section 7 of the Bylaws — Kron Council — shall be amended to read as follows:
The daily management and governance of Kron shall be executed by an elected council, known as the “Kron Council” or the “KC.”  The KC shall consist of 3 councilors elected by the general membership of Kron, and an additional Councilor from each Kron Chapter, selected according to the governance of that Chapter.  The terms for Councilors shall be 6 months.  If the KC falls below this size, a special election or Chapter appointment must be held within 30 days.  Of the 3 councilors elected by the full membership, one councilor shall serve as Speaker, another as Secretary, and another as Treasurer.  Each Councilor shall have an equal vote.  The Speaker shall act as chairman of meetings, the Secretary shall have primary responsibility for membership and vote records, and the Treasurer shall have primary responsibility for financial records.  In order to be eligible to run for and remain in a KC position, or to be selected for the KC by a Chapter, voting membership in both KRON and the HEMA Alliance is required.

The quorum portion of Section 11 of the Bylaws — Council Votes — shall be amended to read:
A meeting quorum shall be 60% of the Councilors.

1.iv.  Chapter Dues
The following shall be added at the end of section 3 of the Bylaws — Membership Dues:

If the Member paying dues is a HEMA Alliance Voting Member, $6 of their $40 dues shall go to the General Budget and $34 shall go to the Chapter of the Member.  If the Member is not a Voting Member of the HEMA Alliance, $27 of their $52 dues shall go to the General Budget and $25 shall go to the Chapter.  All HEMA Alliance insurance and affiliation fees shall be paid from the General Budget.  Chapters may raise but not lower their dues and guest fees.  Any additional funds go to the Chapter, including additional dues from members electing to pay the 6-month or 2-month fees.

Section 4 of the Bylaws — Right to Vote on Expenditures — shall be amended to read:
All members have the right to vote on all General Budget expenditures other than HEMA Alliance affiliation and insurance fees.  The membership may vote to authorize one or more members to have spending discretion within specific limits and purposes set in the vote.  Voting on Chapter Budget expenditures shall be according to the Chapter governance.

1.v.  Chapter Freedom of Study
The Senior Instructors of Kron at the time this amendment is passed are the Senior Instructors of all Chapters of Kron, and any Instructor positions that they assign are likewise universal to Kron.  However, all of these positions are only pertinent to curriculum chosen by the Senior Instructors.  Chapters may or may not use all or some of this curriculum, may use their own curricula, and may have their own separate instructor designations.

1.vi.  Chapter Membership
A Kron member can be a member of only one Kron chapter at a time. A Kron member may switch chapters at any time by written communication with the Kron Secretary. Dues already paid remain with the chapter they leave and dues owed to the chapter left are still outstanding, with the exception that any members paying dues 30 days or fewer before the passing of this amendment may move the Chapter portion of their dues to a new Chapter if they declare their Chapter membership within 30 days of the passing of this amendment.  For a member changing Chapters who may not move their Chapter dues, it is at the discretion of the new chapter if they owe dues immediately or on the renewal date of the previous chapter.  The General Budget portion of the dues are taken regardless of when the dues are paid, or how recently the Kron member last contributed to the General Budget.  A chapter has the right to charge visiting fees for members of other Kron chapters: such visiting fees shall not exceed the visiting Kron Member’s actual fraction of facilities costs and/or best estimate of equipment wear-and-tear.

1.vii.  Division Of Funds
Upon adoption of this policy, 77% of Kron Funds become Kron OC Chapter Funds, with the remainder to go to the General Budget.  Any outstanding HEMA Alliance affiliation and insurance fees must be paid before this division is made.

1.viii.  Creation of Kron OC
Upon the passage of this amendment, the adopting “founding” branch of Kron becomes the “Kron Orange County Chapter,” or “Kron OC.”

1.ix.  Chapter Fundraising and Funds Transfer
A Chapter is a “Special Project” for the purposes of Section 19 of the Bylaws.

1.x.  Dissolution of a Chapter
A chapter may be dissolved by a combination of a Kron Council Vote and the assent of the governance of the Chapter to be dissolved.  If the governance of the Chapter is contested, then the Chapter may be dissolved by a combination of a Kron Council Vote and a majority vote of the members of the Chapter to be dissolved.  A Chapter may also be dissolved by a Special Elections Vote of all Kron Members NOT in the Chapter to be dissolved, with a 2/3rds quorum and a 4/5ths supermajority required.  Upon the dissolution of a Chapter, if there is not an appropriate non-profit entity, as determined by the Kron Council and as designated by the Chapter Governance, able to receive Chapter Funds and Chapter Property, then those funds and equipment shall go to the General Budget and general ownership of Kron.  If there is such a receiving entity, that entity shall receive a percentage of Chapter Funds and Property in proportion to the number of Chapter Members voting for such a transfer as part of the dissolution, provided that greater than 50% of the Chapter Members support the transfer.  If fewer than 50% of Chapter Members support the transfer, 100% of Chapter Funds and Property become General Kron Funds and Property.  A transfer may only be split between multiple qualified receiving entities if greater than 50% of the Chapter Members agree on the division.  Any Chapter Members who choose to remain as Kron Members at the time of dissolution may choose another Kron Chapter, or apply to the Kron Council and Senior Instructors to form a new Kron Chapter.

ARCHIVE OF PRE-AMENDMENT LANGUAGE

Original Text of Section 3:
3.  Membership Dues
Each member shall pay dues of $52 per year, or $36 per six months, or $20 per two months. Full time students may pay $26 per six months.  Non-members may attend one regular practice without charge, and may attend subsequent practices for a $5 per-practice guest fee.  There will be no refunds or partial refunds of membership dues except in the case of expulsion.  HEMA Alliance voting members who are also Kron members will have their annual Kron dues discounted by $12.  This discount only applies to a single annual payment and cannot be broken down and applied to partial-year payments.

Original Text of Section 4:
4.  Right to Vote on Expenditures
All members have the right to vote on all dues expenditures other than HEMA Alliance affiliation and insurance fees.  The membership may vote to authorize one or more members to have spending discretion within specific limits and purposes set in the vote.

Original Text of Section 7:
7.  Kron Council
The daily management and governance of Kron shall be executed by an elected council, known as the “Kron Council” or the “KC”, of at least 3 members.  The terms for Councilors shall be 6 months.  If the KC falls below the minimum size, no action may be taken other than a special election to fill the missing seats.  One councilor shall serve as Speaker, another as Secretary, and another as Treasurer.  Each Councilor shall have an equal vote.  The Speaker shall act as chairman of meetings, the Secretary shall have primary responsibility for membership and vote records, and the Treasurer shall have primary responsibility for financial records.  In order to be eligible to run for and remain in a KC position, voting membership in both KRON and the HEMA Alliance is required.

Original Text of Section 11:
11.  Council Votes
Most governance will take place with KC votes.  A vote may be called for at any meeting where 72 hours notice of the meeting was given and a quorum is present.  A call for a vote must be seconded for the vote to proceed.  A meeting quorum shall be 3 Councilors in a KC of 3 or 5, 4 in a KC of 7, and 5 in a larger KC.  A vote may also be called for by email, with 72 hours notice, and all votes being sent to all voters.  An email vote also requires a second and a quorum of participating votes.  The KC may vote to include other specified members in a particular vote or meeting’s votes, but those members do not count for the purposes of seconding or quorum.  If a Councilor believes that a vote has gone against the majority wishes of the membership, that councilor may call for a re-vote with the full membership.  This call must take place immediately after a meeting vote, or within 24 hours of an email vote.  In order to take place, the re-vote must be supported by a minimum 1/3rd of the KC.  A majority of the KC may always call for a full vote of the membership, with 72 hours notice and no quorum requirement.