The meeting on September 11, 1939, was held at the home of Oscar and Dorothy Adamson at 8:00 PM (the usual meeting time). Although there had been talk for several years about starting a guild of our own, we were still known as the St. Paul chapter of the Northwest Puppetry Guild, since most of our members were from St. Paul. Nellie Fry did a program on "Heads". Also, the Spring Festival of the Northwest Puppet Guild had been held in May of that year at the Commodore Hotel in St. Paul. The guild covered the five state area, with most of the members from Duluth, including Dell Wheeler as President. At the festival, Dorothy Adamson was Chairman, displayed some of her marionettes, and performed "The Magic Ring", with her husband Oscar, and Nellie Fry. Bob Longfield was Co-Chair and performed with his marionettes, and Nellie Fry worked on Publicity. Virginia Upson had a number of her marionettes in the Exhibit, along with Irene Smith's WPA marionettes. Irene (no one knew, yet, that she had eloped the previous year with Bill Odegaard) directed "Cinderella" and "King of the Golden River", and performed in the "All Star Variety Show".

At the meeting, Irene was now known by all as Irene Odegaard, as she had married Bill in a church wedding. Dues were collected by the Secretary-Treas., Ethel Birch, which were $1.00 per member, and $.25 for junior members (at the time was only Nellie Fry's son, Rollin). The money was used to cover the cost of cards and letters that were sent out on upcoming meetings. There was always the good old "telephone calling committee", but it was a job calling people as everyone had a two party-line and some had three. A couple members didn't have a phone, which was hard to get in the early war years. But, most did such as Mildred Mitton with Re-2857, Nellie Fry with Em-1770, Irene Odegaard with Pa-3507, and Guy and Myrtle Carlson with Wa-3659. At the October 9, 1939 meeting at Nellie Fry's home, a motion was made by Deborah Meader. It stated: "Anyone wishing to become a member, and has not been proposed by a member of the guild, will welcome an investigating committee (appointed by the President of the guild) to call on them in their home, and recommend their admission or rejection".

The Holiday Party was held on December 28, 1939, at the Ship Club restaurant. Thirty-one people attended, and Cedric Lindholm did a few magic tricks. Nellie and Dorothy put on a seal and clown act, and the Williams and Oscar performed with puppets. The cost was $.35 per person to attend. The Treasurer's report, later, for the party was; total collected $10.85, expenses; food - $7.40, favors and napkins - .60, cream - .30, tea and sugar - .20, tipped janitor .50, and the profit was turned over to the postage fund of $1.85.

Meetings continued in the spring of 1940, with the guild working on the upcoming Puppeteers of America Festival (fifth annual fest) that would be held at the Lowry Hotel, St. Paul, on June 25-28th. On the Festival registration form it states; Registration - Pof A Members - $5.00, Non-Members - $6.00, Single Day - $2.00. Dell Wheeler - Chairman, Dorothy Adamson - Vice Chairman, Ethel Birch - Sec. & Treas., Lem Williams - Social Program, and Nellie Fry - Publicity. Paul McPharlin sent Nellie an autographed picture and letter, (which the guild has in the archive box). Paul attended the festival and appeared in the St. Paul paper, along with P.of A. President, Marjorie Balchelder. Olga and Martin Stevens performed their "Passion Play". Ellen and Romain Proctor gave workshops and performed "Little Red Riding Hood". Margo and Rufus Rose performed "Jerry Pulls the Strings" with their marionettes. Paul McPharlin gave a talk on "Gathering Records of Puppetry in America before 1915". Our local members were busy with Dell Wheeler's marionettes, Bob Longfield's night-club marionettes, and Deborah Meader's WPA puppets. But, most of the local talent was from Duluth, which made our local puppeteers want to start their own guild.

The September 26, 1940 meeting was held at the Adamson's house. Those present were; Dorothy and Oscar Adamson, Lem and Mary Williams, Nellie Fry, Roger Stephens, Ethel Birch, Bob Longfield, Lucille Hudson, Mildred Mitton, Irene Odegaard, Virginia and Naomi Upson, and a couple visitors. In the old secretary notebook, it reads: This meeting was called to discuss consolidation of the St. Paul group and the Minneapolis group. A motion was made by Bob Longfield, and seconded by Mildred Mitton, that we organize a Twin City group, and discontinue affiliation with the Northwest Puppetry Guild. Dell Wheeler, President, will be notified of this action. Election of officers was held. Lem Williams was elected as Chairman, Bob Longfield as Vice. Chairman, and Ethel Birch as Sec.-Treas. It was decided to have the monthly meetings on the second Monday. After the meeting, a movie of "Jack and the Bean Stalk" was shown. At the October 14, 1940 meeting, dues would be $.50 due by September of each year. The guild was a group of friends, and Bob Longfield made a motion that the group should not go above twenty people, so that meetings could continue in the homes. A member could bring a guest to a meeting, but not more than once, unless the guest plans to join the guild. The members worked on their own shows, and often didn't tell others what they were doing, but still enjoyed seeing the wonderful workshop of Lem Williams. The membership was constant from 1940 - 1945 with; Dorothy and Oscar Adamson, Ethel Birch had passed away, Laura Bohland, Guy and Myrtle Carlson, Virginia Couper, Helen Denison, Nellie Fry, Lucille Hudson, Ann and Cedric Lindholm, Bob Longfield, Della McGregor, Mildred Mitton, Irene Odegaard, Roger Stephens, Lucille and Bill Sholes, and Lem and Mary Williams.

During the 1940's our members were busy. Virginia Upson carved a bridal party of marionettes for the salon in Thomas's Department store, and made ten brides starting with an 1840 model. She got a job at Dayton's and worked in window displays and did proof reading. She stopped performing by the mid-forties. She married in 1945, and had her son, Bob, in 1947. Bob Longfield was drafted into the army in 1942, and ended up performing for the troops and meeting a numder of movie stars. After the army, he built a home in 1947, by the St. Croix River in Wisconsin. He continued performing with his large cast of marionettes, and in 1948, he entertained President Truman in Chicago at Christmas time. Lem and Mary's son Tony was born in 1942, and Lem was Pof A President from 1942 to 1946. By 1948, Lem and Mary were performing shows as the "Marlem Marionettes. Lem worked with Nellie Fry, Irene Odegaard, Jan Woll, and Mary on the "Tinder Box" puppet show which was built in his workshop, and performed a few times in 1948. Irene and Bill Odegaard adopted two boys in the early forties, continued performing, and had son Jerry in 1951.

By 1950, our membership continued with; Hazel Aamodt, Dorothy and Oscar Adamson, Alna Anderson, Virginia Couper, Helen Denison, Helen Farnam, Nellie and son Rollin Fry, Virginia (Upson) Houghtaling, Lucille Hudson, Jean Jeffers, Ann and Cedric Lindholm, Bob Longfield, Della McGregor, Mildred Mitton, Irene and Bill Odegaard, John and Bea Shirley, Lucille and Bill Sholes, Georgiana Shumway, Roger Stephens, Gail Westberg, Lem and Mary Williams, Jan Woll, and Lois and Gar Wright. The guild now had more than twenty members, but still met in the homes.

The guild started working on the Puppeteers of America National Festival, that would be held at the University of Minnesota on June 23 to 26, 1953.