BYLAWS OF THE
COTTON PATCH QUILT GUILD
ARTICLE
I - NAME
1.01
The name of this organization shall be the Cotton Patch Quilt Guild.
ARTICLE
II - PURPOSE
2.01 The Guild is organized and will be operated
exclusively for educational purposes within the meaning of Section 501(c)(3)
of the Internal Revenue Code of 1986 or the corresponding provisions or
provision of any subsequent United States revenue law.
2.02 The purpose of this Guild shall be: (a)
preserving the heritage of quilting, (b) promoting the knowledge and
understanding of all aspects of quilting, and (c) providing opportunities for
continuing education among those interested in the art of quilting.
ARTICLE
III - ORGANIZATION LIMIT
No part of the net earnings of the association shall inure to the
benefit of, or be distributable to its members, trustees, officers, or other
private persons, except that the association shall be authorized and empowered
to pay reasonable compensation for services rendered and to make payments and
distributions to furtherance of the purposes set forth in Article 2 hereof.
No substantial part of the activities of the association shall be the
carrying on of propaganda, or otherwise attempting to influence legislation,
and they corporation shall not participate in, or intervene in (including the
publishing or distribution of statements any political campaign on behalf of
or in opposition to any candidate for public office.
Notwithstanding any of the provision of these articles, this
association shall not, except to an insubstantial degree, engage in any
activities or exercise any powers that are not in furtherance of the purpose
of this association.
ARTICLE IV - MEMBERS
3.1
Any person shall be declared a member of the Cotton Patch Quilt Guild
upon payment of the annual dues.
3.01a A junior membership is available if anyone 15 years of
age or under when their parent or guardian is also a member of the Guild.
Junior members must be accompanied to the meeting by the senior member.
Only one newsletter will be sent per family and the junior member will
have no voting rights. Any young
member would always have the option of joining as a full member (with all
rights) if desired. Membership
fee is 50% of the regular fee.
3.02 Each member present at a meeting is entitled
to one vote on each matter submitted to a vote.
3.03 Any person may attend two meetings of the
Guild as a guest; however, further attendance requires payment of pro-rated
annual dues.
3.04 The amount of annual dues shall be determined
by a recommendation of the Executive Board, subject to a vote of the members
at a regular meeting.
3.05 Fiscal year begins January 1.
Dues must be paid by February 1 by rejoining members.
3.06 Members whose dues are not paid by February 1
shall be automatically dropped from membership in the Guild and their voting
rights suspended.
3.07 Membership in the Guild is not transferable
or assignable. Dues are not refundable.
ARTICLE
V - MEETINGS
4.01 Regular meetings of the members of the Guild
shall be held each month (unless otherwise ordered by the Guild or by the
Executive Board) for the purpose of transacting any business which may
properly come before the meeting. Such meetings shall be at the place and time
designated by the Guild President, Executive Board or by majority vote of the
Guild members present at the preceding regular meeting.
4.02 The regular meeting in January shall be known
as the annual meeting and shall be for the purpose of installing officers,
receiving annual reports of officers and committees and for any other business
that may arise.
4.03 Special meetings may be called by the
President or by the Executive Board or may be called by written request of at
least twenty-five percent of the voting members of the Guild. The purpose of
the meeting shall be stated in the request. Except in cases of emergency, at
least three days notice shall be given.
4.04 The President, the Executive Board or Guild
members calling any special meeting may designate any place as the place of
meeting for a special meeting.
4.05 A quorum shall be fifty percent of the
current membership as determined by the Corresponding/Membership Secretary. If
a quorum is not present at any meeting of members, no business shall be
conducted except that a majority of the members present may adjourn the
meeting. A majority vote of the members in attendance at the meeting shall
rule unless otherwise noted in the bylaws.
4.06 The President votes only to break a tie.
ARTICLE
VI - OFFICERS
5.01 The elected officers of the Guild shall be a
President, a Vice-President, Recording Secretary, Corresponding/Membership
Secretary, Treasurer, Newsletter Editor, and Librarian.
These officers comprise the Executive Board. Officers shall perform the
duties prescribed by these bylaws and by the parliamentary authority adopted
by the Guild. All officers shall be members of the Guild.
5.02 Officers as such shall not receive any
compensation for their services, but may serve the Guild in any other capacity
and receive just compensation.
5.03 The Nominating Committee shall consist of
three members and two alternates elected at the October regular meeting. Every
effort shall be made so that the members of the Nominating committee represent
each circle and non-circle Guild members.
Alternates would attend the committee meeting(s) but do not vote unless
a committee member must resign. Members
from the Nominating Committee may be candidates but if they accept a
nomination they must resign from the committee and be replaced by one of the
alternates. The Nominating
Committee shall prepare and present a slate of officers consisting of one or
more candidates for each elected office at the November regular meeting with
election of officers held at the December meeting.
The
Nominating Committee shall also serve as the election tellers at the annual
election of officers.
5.04 The officers shall be elected by majority
vote of a quorum (of 50%) of the membership to serve for one year or until
their successors are elected, and their term of office shall begin at the
January meeting. Any officer may
be removed by the unanimous vote of the remaining members of the Executive
Board and by a two-thirds vote of the members present at the next regular
meeting whenever, in their judgments, the best interests of the Guild would be
served.
5.05 No member shall be eligible to serve more
than two consecutive terms in the same office unless there is a special
majority vote taken by the membership and will be handled on a case-by-case
basis.
5.06 Each officer shall submit an annual report to
the President to be transferred to the incoming officer, with an additional
copy for the Recording Secretary.
5.07 A vacancy in the office of President shall be
filled by the Vice-President. Vacancies in any office other than the President
shall be filled by a majority vote of the Board. An officer elected to fill a
vacancy shall be elected for the unexpired term of her/his predecessor in
office.
5.08 President - The President shall be the
principal executive officer of the Guild and shall in general supervise and
control all of the business and affairs of the Guild. She (she is generic and
shall refer to he/she for the sake of brevity) shall preside at all meetings
of the members and the Executive Board. Except for the Nominating Committee,
the President shall serve as ex-officio member of all committees. She may also
sign, in the absence of the Treasurer, any checks on the Guild's behalf and,
with the Recording Secretary or any other proper officer of the Guild
authorized by the Executive Board,
may sign any bonds, contracts, or other instruments
which the membership has authorized to be executed. In addition, the President
shall generally perform all duties incidental to the office of the President
and such other duties as may be prescribed by the Executive Board from time to
time. In particular the President:
1.
Establishes the schedule for Executive Board meetings.
2.
Composes Board and general meeting agendas.
3.
Calls additional meetings (as necessary).
4. May
create any temporary committee for a specific purpose, which committee will
cease to exist after its specific function is completed.
5. Audits
the Treasurer's books at mid-year and the end of the fiscal year with two
volunteer members of the Guild and makes a report to the membership at the
next regular meeting.
6. Prepares
an annual report.
7. Receives
annual reports of all officers and committee chairpersons at the annual
meeting and transfers them to the appropriate incoming officers with a
duplicate copy going to the Secretary.
8. Submits
a monthly Letter from the President to the Newsletter Editor by the newsletter
deadline.
5.09 Vice-President - In the absence of the
President or in the event of her inability or refusal to act, the
Vice-President shall perform the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice-President shall perform such other duties as from time to
time may be assigned to her by the President or Executive Board. The
Vice-President shall also be responsible for coordinating, arranging and
following up on programs and workshops scheduled throughout the fiscal year.
In particular, the Vice-President:
1. Coordinates
advance notice of such programs and workshops with the Newsletter Editor.
2.
May plan programs into the next year.
3. Prepares
an annual report to be given to the President at the annual meeting.
4. Is
responsible for meeting room set-up and cleaning.
5.10 Treasurer - The Treasurer shall have
charge and custody of and be responsible for all funds and securities of the
Guild; receive and give receipts for monies to the Guild from any source
whatsoever, and deposit all such monies in the name of the Guild in such banks
or other depositories as shall be selected in accordance with procedures
established by the Executive Board; and in general
perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to her by the President or
Executive Board. In particular, the Treasurer:
1.
Maintains all financial records ready for audit on request.
2.
Provides
a financial report and bank statements to be given at each Board and general
meeting and published in each month's newsletter.
3.
Her books shall be audited semi-annually by the President and two
volunteer members of the Guild.
4.
Completes all State and Federal forms regarding finances of the Guild
in a timely manner.
5.
Prepares a full financial report to be presented to the Executive Board
prior to the annual meeting and presented to the Guild members in written
condensed form at the annual meeting of Guild members.
6.
Furnishes financial information for projected budget to be given to
outgoing Executive Board for preparation of budget for next fiscal year.
7.
Completes financial records through December 31.
5.11 Recording Secretary - The Recording
Secretary shall keep the minutes of the general meetings and meetings of the
Executive Board; give all notices in accordance with the provisions of these
bylaws or as required by law; and in general perform all duties incident to
the office of the Recording Secretary and such other duties as from time to
time may be assigned to her by the President or by the Executive Board.
In particular, the Recording Secretary:
1.
Serves as custodian of all organizational documents and contracts.
2.
Sends a copy of the minutes of the general meetings to the Newsletter
Editor prior to newsletter deadlines.
3.
Posts notice of all meetings via the newsletter.
4.
Maintains record book(s) in which the bylaws, policies, official annual
reports, committee reports, and minutes are entered, with any amendments to
these documents properly recorded, and to have the current record book(s) on
hand at every meeting.
5.
Prepares an annual report to be presented to the President at the
annual meeting.
5.12
Corresponding/Membership Secretary
1.
Conducts all general correspondence of the Guild.
2.
Keeps an up-to-date record of Guild members (including names,
addresses, phone numbers and areas of interest).
3.
Issues membership cards when dues are paid.
4.
Maintains a supply of membership forms, cards, Guild pins and
information packets including by-laws for new members.
5.
Provides the Newsletter Editor with a complete roster of Guild members
by February 28 of each year.
6.
Records and greets all Guild members and guest at Guild meetings.
7.
Prepares and distributes a roster to each member at the March meeting.
8.
Provides the Newsletter Editor with a monthly list of guests and new
Guild members (including name, address, phone number and other pertinent
information) as well as updates and/or corrections for existing lists.
9.
Maintains
the P.O. Box and responsibility for the keys.
10.
Collects dues received from Guild members and turns the dues over to
the Treasurer at each general meeting.
11. Prepares
an annual report to be presented to the President at the annual meeting.
12. Responsible
for collecting and awarding door prizes and general meeting fund
raisers.
5.13
Newsletter Editor
1.
Obtains President's final approval prior to publishing newsletter.
2.
Publishes the monthly Letter from the President.
3.
Publishes and circulates monthly newsletter notifying Guild members of
general meetings, programs and workshop information as provided by the
Vice-President.
4.
Publishes a summary of the minutes of regular Guild meetings and
Executive Board, as provided by the Guild's Recording Secretary.
5.
Publishes monthly financial report, as provided by the Treasurer.
6.
Publishes membership roster revisions and additions in the monthly
newsletter, as provided by the Corresponding/Membership Secretary.
7.
Publishes a list of new items in the Guild library as provided by the
Librarian.
8.
Publishes in the November newsletter the slate of officers presented by
the Nominating Committee.
9.
Publishes the annual Treasurer's report.
10.
Publishes in the December newsletter the proposed Guild budget as
provided by the Treasurer.
11.
Provides Historian with a copy of each monthly newsletter.
12.
Responsible for publishing and mailing the newsletter to all Guild
members 7 days prior to the regular monthly meeting.
13. Publishes
committee reports as submitted by the committee chairman.
5.15
Parliamentarian/Librarian
1.
Responsible for conduction of meetings by parliamentary procedure.
2.
Notifies the President that a quorum is present before each meeting.
3.
Maintains the Guild library (books, videos, magazines, etc.).
4.
Keeps records of Guild library items checked out and/or past due.
5.
Collects donations for new library items at the monthly meetings and
records these monies through the Treasurer and collects fines for overdue
books.
6.
Prepares
a list of new library items for the monthly newsletter.
7.
Provides
a list of library items owned by the Guild to be published in the
member's Directory.
8.
Prepares an annual report to be given to the President at the annual
meeting.
9.
The Guild will no longer accept loaned books.
ARTICLE
VII - THE EXECUTIVE BOARD
6.01
The officers of the Guild shall constitute the Executive Board.
6.02 The Executive Board shall have general
supervision of the place of meetings, make recommendations to the Guild, and
shall perform such other duties as are specified in these bylaws. The Board
shall be subject to the orders of the Guild, and none of its acts shall
conflict with action taken by the Guild.
6.03 A majority of the total members of the
Executive Board shall constitute a quorum for the transaction of business at
any meeting of the Board. Each officer has one vote with the exception of the
President who votes only to break a tie.
6.04 All Guild related expenses exceeding $50 must
have the prior approval of the Executive Board. All Guild related expenses
exceeding $200 must have prior approval of the Guild membership.
All expenses must be verified by appropriate receipts. All
reimbursements must be accompanied by appropriate receipts.
6.05 Unless otherwise ordered by the Board,
regular meetings of the Executive Board shall be held on a monthly basis at a
day and time agreed upon by said Board. Special meetings of the Board may be
called by the President and can be called upon the written request of three
members of the Board.
6.06 Attendance by the officers of the Guild shall
be mandatory at all Executive Board meetings. Any officer missing more then
(2) consecutive Executive Board meetings shall be replaced unless her absences
have been excused by the Executive Board.
6.07 The Executive Board may accept on behalf of
the Guild any contribution, gift or bequest.
ARTICLE
VIII - COMMITTEES
8.1
Any committees, standing or special, shall be appointed by the
President as the Guild or the Executive Board shall from time to time deem
necessary to carry on the work of the Guild. The President shall be an
ex-officio member of all committees except the Nominating Committee.
7.01a
Design Committee Chairperson
1.
Presents design options for fund-raiser quilts for approval by the
Guild members.
2.
Prepares a report of proposed expenditures for the quilts for
presentation to the Executive Board.
3.
Organizes construction of the quilts.
4.
Provides progress reports to the Guild as needed.
5.
Prepares an annual report to be given to the President at the annual
meeting.
6.
The Committee will consist of a member from each circle and one from
the general membership (if available) plus the Chairman.
7.01b
Historian\Publicity Chairman/Reporter/Photographer (effective
1/96)
1.
Keeps a scrapbook of newspaper articles, photos, programs, newsletters
and assorted memorabilia of the Guild's activities
2.
Posts the notice of the monthly meetings in the local newspaper and
other media sources.
3.
Prepares signs, handouts and/or brochures to be placed in locations
promoting the Guild and the art of quilting.
4.
Writes articles or notifies the media of pertinent Guild activities.
5.
Keeps a file of possible publicity sources with the names of contacts
and deadline dates.
6.
Provides the Guild Historian with copies of published information
concerning the Guild.
7.
Photographs Guild activities and provides photos to the Historian for
inclusion in the scrapbook.
8.
Prepares an annual report to be given to the President at the annual
meeting
7.02 Committee chairmen shall submit a written
report, including expenses, to the Recording Secretary upon the completion of
their duties. This same report
shall be submitted to the Newsletter Editor for publication in the next
monthly newsletter.
ARTICLE
IX - AMENDMENTS OF BYLAWS
8.1
These bylaws may be amended only at the April regular meeting of the
Guild by a two-thirds vote of members present, providing that a quorum of the
membership is in attendance and that the amendment has been published in the
most recent newsletter.
8.01a At
the discretion of the majority of the board, bylaws may be amended in an
emergency situation at any time subject to voting requirements as above.
8.02 Changes to the bylaws may be proposed by the
membership-at-large or by the Executive Board.
ARTICLE IX - PARLIAMENTARY AUTHORITY
9.01 The rules contained in the most current
edition of Robert's Rules of Order shall govern the Guild in all cases to
which they are applicable and in which they are not inconsistent with these
bylaws and any special rules of order the Guild may adopt.
ARTICLE
X - DISTRIBUTION
Upon the dissolution of the association assets shall be distributed for
one or more exempt purposes within the meaning of section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax
code, or shall be distributed to the federal government, or to a state or
local government, for a public purpose. Any
such assets not so disposed of shall be disposed of by a Court of Competent
Jurisdiction of the county in which the principal office of the corporation is
then located, exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.
In
witness whereof, we have hereunto subscribed our names this the ___________day
of__________, 1995.
Adopted July, 1991
Revised February, 1993
Revised December, 1993
Revised April, 1993
Revised April, 1994
Revised April, 1995
Revised April, 1997
Revised April 23, 1998
