River City Quilt Guild, Inc. By-Laws
1989-90, Revised June 4, 1992, Revised/approved June 5, 1997
ARTICLE I – NAME
Sec. 1. The name of this Corporation shall be River City Quilting Guild, Inc.
Sec. 2. Hereinafter, “Guild” and/or “Organization” are used interchangeably.
ARTICLE II – PURPOSE
Sec. 1. The purpose of this Organization shall be to create, stimulate, maintain and demonstrate an interest in all things relating to quilt and quilt making. This shall be accomplished through sponsoring and supporting community service endeavors, through quilting shows, seminars, workshops, demonstrations and lectures.
Sec. 2. Dues, donations and funds received through such educational endeavors shall be used to further the purpose stated above, Article II Section 1.
a. The Guild is not organized for pecuniary profit and no part of its income shall inure to the benefit of any member, directory (however styled), officer of the Guild, or any private individual. Reimbursement for expenditures or the reasonable compensation for services rendered shall not be deemed to be the distribution of income or principal.
b. In the event of dissolution, all property of the Guild, from whatever source, shall be distributed only to institutions, agencies, and activities engaged in exercising some function with respect to quilting or needlework, as shall qualify as exempt organizations under the IRS Code of United States, and as the Executive Board of the Guild may at that time determine.
c. Funding of projects by the Guild shall be approved by a majority of members voting at a Business Meeting. Projects to be considered shall be recommended to the membership by the Executive Board.
Sec. 3. The Organization shall remain non-partisan.
Sec. 4. There are no stockholders in the Organization.
ARTICLE III – MEMBERSHIP
Sec. 1. Membership in the Guild shall be by payment of appropriate dues. Dues shall not be refundable.
Sec. 2. Members shall be active in some phase of the art of quilting or genuinely interested in the development and preservation of the art.
Sec. 3. Members must be willing to serve on committees and make payment of appropriate dues.
Sec. 4. Members shall be eligible to vote by ballot on amending of the Bylaws and the election of officers. Each member shall have one (1) vote. Ballots are to be mailed to the membership three (3) weeks prior to the next business meeting. Voting shall be by ballots received by mail prior to the date of the next Business Meeting. The President will abstain from voting by ballot in order to cast his/her vote in the event of any tie vote.
Sec. 5. Prospective members are welcome to attend two (2) meetings after which, if interested in attending further, they will be expected to become dues paying members.
Sec. 6. If a member is delinquent in dues, the member’s record shall be filed as inactive and said member shall have no voting privilege. A member may be reinstated upon payment of appropriate dues.
Sec. 7. No person shall be discriminated against because of race, color, religion, age, national origin, sex or handicap.
Sec. 8. Membership in the Guild may be revoked by a majority vote of the membership if unethical or improper behavior is consistently displayed by such a member.
ARTICLE IV – ANNUAL DUES
Sec. 1. The amount of dues for the Guild shall be set and can be increased or decreased by majority vote of the membership as recommended by the Executive Board.
Sec. 2. Renewals shall be due in January of each year. Dues will be considered delinquent by the end of February each year.
Sec. 3. Prospective members joining between January 1 and June 30 of each calendar year will pay the full amount of dues. Prospective members joining between July 1 and December 1 of each calendar year will pay hal-amount of Guild dues.
ARTICLE V – ELECTED OFFICERS
Sec. 1. The Officers of the Guild shall consist of President, Vice-President/Program Director, Secretary, and Treasurer. They shall serve on the Executive Board.
Sec. 2. These officers shall be elected by ballot at an election to take place prior to the November Business Meeting. The officers-elect shall be installed and assume their duties in January.
Sec. 3. Each officer shall be elected for a term of one (1) year and shall not serve in the same position for more than two (2) consecutive terms.
Sec. 4. Offices which become vacant shall be filled to their expiration date through appointment by the President with the approval of the Executive Board. Terms of office shall run from January 1 through December 31 of each year.
Sec. 5. Any officer or chairperson not performing his/her duties in a proper and satisfactory manner as outlined in the these By-Laws, may be removed from that position following a majority vote of the membership.
Sec. 6. Duties of Officers shall be as follows:
a. PRESIDENT: The president shall preside at all Guild and Executiye Board Meetings, shall be an ex-officio member of all committees except for the Nominating Committee, and shall perform such other duties as are incidental to the office. He/she shall provide general supervision over the business and affairs of the Organization. He/she shall appoint committee chairpersons as needed.
b. VICE-PRESIDENT/PROGRAM DIRECTOR: The Vice-President shall, in the absence of the President, perform all the duties of the President. He/she shall plan and implement programs for all regular Business Meetings which further the stated purpose of the Organization.
c. SECRETARY: The Secretary shall keep the Minutes of all meetings and shall send a copy to the President within seven (7) days following any meeting. He/she shall maintain, for future reference, a permanent record of all Minutes and other materials pertaining thereto. He/she shall conduct all general correspondence and report to the Executive Board all official communications. He/she shall keep a copy of all correspondence and communications on file and accessible to the Board at all times. He/she shall keep a records of all members names and addresses and all subsequent changes, and shall issue updated copies of membership lists to members as necessary.
d. TREASURER: The Treasurer shall perform the banking and maintenance of all financial records and accounts. He/she shall disburse moneys as approved by the Executive Board. He/she shall act as custodian of the funds, collect dues and fees, and present an itemized account of receipts/ disbursements and a copy of each bank statement reconcilement at each Business Meeting. A copy is to be filed with the President within seven (7) days following the meeting. He/she shall have available all records and books and prepare a Financial Statement to be submitted for review by the Executive Board at the close of the fiscal year. He/she shall follow the regulations of the IRS with respect to the operation of a nonprofit, education organization for the calendar year of his/her term of office and see that appropriate forms are filed with the IRS each year.
ARTICLE VI – EXECUTIVE BOARD
Sec. 1. The Executive Board shall consist of the current Officers and the immediate past President of the Guild. Only these members shall have voting privileges at Board Meetings.
Sec. 2. The Board shall manage the affairs of the Guild and shall present all major recommendations for approval by the membership as consistent with these By-Laws.
Sec. 3. All members of the Board shall fulfill duties of their offices without compensation.
Sec. 4. A quorum shall be necessary for any voting procedures and shall consist of no fewer than three (3) members. Each Board member shall have one (1) vote.
ARTICLE VII – COMMITTEES
Sec. 1. Chairperson(s) of Committees shall be appointed by the President as necessary and shall function fo the time required to accomplish the purpose of the committee.
Sec. 2. The Nomination Committee shall consist of three (3) Members-At-Large and two (2) officers. They shall be appointed by the Executive Board in August to:
a. Present a slate of one (1) nominee, with the consent of the nominee, for each office in October for election in November.
b. Accept nominations from the floor during the October Business Meeting, with prior consent to serve from the nominee.
c. Prepare and mail ballots, with stamped/addressed return envelopes, for the election of officers.
d. Count the ballots at the November Business Meeting and present the election results at the
November Business Meeting.
ARTICLE VIII – MEETINGS
Sec. 1. Business Meetings shall be held as needed with at least three (3) days notice to the membership stating the purpose of the meeting. These meetings shall be for the purpose of conducting the business of the Organization, installation of officers, education and fellowship.
Sec. 2. A quorum at a Business Meeting shall consist of no fewer than 25% of the active members. This quorum shall be necessary for any voting procedures.
Sec. 3. The Executive Board shall meet as needed with at least three (3) days notice to the membership.
a. Any active member may attend and participate in any Executive Board meeting but shall have no vote on any matter(s) proposed.
b. A meeting of the Executive Board may be called if recommended by the President, or by two (2) Board Members.
ARTICLE IX – FINANCIAL RECORDS
Sec. 1. All checks must be signed by the Treasurer or, in his/her absence, by the President.
Sec. 2. The Treasurer shall submit the Organization’s financial books and data to the outgoing Executive Board for an annual review between the close of the calendar year and January 15, at any other time there is a change of Treasurer, or at any other time it is deemed necessary by the Executive Board.
Sec. 3. The Executive Board shall approve the Financial Statements of the Treasurer with one (1) copy, so approved, going to the Treasurer for filing, and one (1) copy going to the Secretary for filing with the Organization Records.
ARTICLE X – AMENDMENTS TO THE BY-LAWS
Sec. 1. Amendments to these By-Laws may be :
a. Proposed in writing by the Executive Board, or
b. Proposed in writing by a member/members, or
c. Recommended by an Ad-Hoc Committee on By-Law Amendments.
Sec. 2. Proposed Amendment(s) shall be submitted to the membership in writing and shall be voted on by written ballot at the Business Meeting next following such written submission to the members.
Sec. 3. Amendments shall be approved by a majority of the members voting and shall become effective upon approval.
ARTICLE XI – PARLIAMENTARY AUTHORITY
Sec. 1. The Rules contained in Robert’s Rules of Order, Revised, shall govern the meetings of this Guild in all cases in which they are consistent with the By-Laws.