Constitution and By-Laws
(Approved on May 8, 2007)
THREADS OF FRIENDSHIP QUILTERS’ GUILD
Constitution
ARTICLE I - NAME
This non-profit organization will be known as Threads of Friendship Quilters’ Guild, herein called the Guild.
ARTICLE II - PURPOSE
This corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.
Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).
The purpose of the Guild is to promote the art of all styles of quilting through education, sharing of experience, ideas, and techniques; to provide an atmosphere of friendship and growth in which quilters may expand their knowledge; to plan periodic exhibits of quilts; and to plan annual charity projects.
ARTICLE III - MEMBERSHIP
Membership in the Guild shall be open to all individuals over the age of 14 who share in the purpose of this organization. No person will be denied membership or otherwise discriminated against because of race, creed, religion or sex.
ARTICLE IV – OFFICERS
The elected officers of the Guild shall be the President, Vice President, Secretary, Treasurer, Newsletter Editor, Membership Greeter, Member-at-Large, and Hospitality Coordinator.
ARTICLE V – EXECUTIVE BOARD
The Executive Board shall consist of the elected officers. The president will act as the chair of the board.
ARTICLE VI – MEETINGS
The Guild shall meet on the second Tuesday of each month unless circumstances require a change in the date. Special meetings may be called by the president with the approval of the Executive Board.
ARTICLE VII – BYLAWS AND AMENDMENTS
Any member may introduce a proposal for change. The proposal must be submitted in writing at a regular meeting of the Guild. The proposal will then be voted on at the next regular meeting. Amendments may be adopted by a two-thirds vote of the membership present at that meeting.
ARTICLE VIII – ADOPTION
This constitution and its bylaws shall take effect immediately upon its adoption by a majority of the membership present.
BYLAWS
ARTICLE I – MEMBERSHIP
Section 1. Two types of memberships will be available - active member and patron.
A. An active member is one who may attend meetings, has voting privileges, may participate in special events, and has priority in signing up for workshops before opening the event to other guilds and the general public.
B. A patron member is one who supports the Guild with monetary or other donations and who receives no active membership benefits apart from the option to receive the newsletter for one year if they choose.
Section 2. A person may attend two (2) regular meetings of the Guild as a guest before being required to join (if further attendance is desired).
Section 3. Application for membership can be made at any time during the year by filling out a membership form and making payment of dues.
Section 4. Annual dues shall be $20 (twenty dollars) and will be paid the beginning of each Guild year. Dues are non-refundable. Persons joining the first six months of the Guild year shall pay full dues. Persons joining the last six months of the Guild year shall pay only half dues with full dues being payable at the beginning of the new Guild year.
Section 5. Each paid up member in attendance shall be entitled to one vote. There shall be no vote by proxy.
Section 6. Members joining the Guild by September 11, 2007, shall be considered Charter Members.
ARTICLE II – MEETINGS
Section 1. The Guild shall meet on the second Tuesday of each month unless
circumstances require a temporary change in the date or place. Special
meetings may be called by the president with the approval of the
Executive Board.
Section 2. Satellite groups may be organized within the Guild membership after receiving Executive Board approval and may meet at other times and places. The groups shall report to the Guild on their activities and shall follow Guild bylaws.
Section 3. Friendship groups may be implemented within the guild for the purpose of hospitality and program design and shall be reorganized annually.
Section 4. A quorum shall be 25% of the membership.
ARTICLE III - ELECTIONS AND TERMS OF OFFICE
Section 1. Officers shall be elected each year during the month of May and installed in June.
Section 2. A nominating committee of three members will be appointed by the president at the March meeting. The nominating committee shall present a slate of candidates for office at the April meeting. The May meeting will be open for other nominations and the election will be held.
Section 3. Election will be by written ballot and will require a simple majority of the members in attendance
Section 4. The term of office shall be for one (1) year. An individual may not hold the same office more than two (2) consecutive terms. An individual may be re-elected to that office after an interval of two (2) years.
ARTICLE IV: OFFICERS AND EXECUTIVE BOARD
Section 1. All officers of the Guild shall to the best of their ability support the Guild by regular attendance at meetings. Each officer shall be familiar with the bylaws and aware of any that may restrict or influence their job description.
Section 2. President – shall preside at all Guild and Executive Board meetings; appoint the standing committee chairmen; appoint special committees; and serve as ex officio member of all committees except the nominating committee.
Section 3. Vice President – shall assume the duties of the president in her/his absence; the vice president will automatically become president in the event that the office of president becomes vacant; in conjunction with the Executive Board, plan and develop programs that carry out the purpose of the Guild. The vice president may enlist the assistance of members in program planning.
Section 4. Secretary –shall record all proceedings of the regular Guild meetings and the Executive Board; handle all correspondence; and keep bylaws up to date.
Section 5. Treasurer – shall collect all dues from the membership and care for the Guild’s funds; keep an accurate record of receipts and payments; submit a brief financial report at each regular meeting; and submit an annual report to the Guild at the end of the year
Section 6. Newsletter Editor – shall write and distribute the newsletter (either by mail or e-mail) to all Guild members; and print the Guild roster and guidelines.
Section 7. Membership Greeter – shall have each member and guest sign the Guild book at each meeting; assign a member as a buddy for each guest if needed; give guests a name tag; assist the treasurer in collecting membership dues; give new members their membership card and membership packet.
Section 8. Member-at-Large – shall fill in where needed in the absence of another officer; assist where needed at meetings; serve as a member of the Executive Board; and prepare articles for submission to newspaper(s).
Section 9. Hospitality Coordinator – shall act as liaison with the meeting space provider.
Section 10. Executive Board –
A. The executive board shall consist of the officers of the Guild.
B. The executive board shall meet at least twice a year or as deemed necessary by the president or other officers.
C. A majority of the members of the board shall constitute a quorum for the transaction of business.
D. The board shall coordinate activities of the Guild to ensure the purpose of the Guild is being met and that bylaws are being appropriately followed.
E. It is the duty of the board to present an annual budget for the upcoming year for membership approval; and ensure that the budget is followed.
ARTICLE V - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised 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 VI – COMMITTEES
Section 1. At the end of each fiscal year, the president shall appoint a two (2) member audit committee, not to include any affected treasurer, to audit the Guild books. The audit is to be completed within 30 days following the close of the fiscal year. A report by the audit committee shall be made to the executive board.
Section 2. The president may appoint committees or project coordinators as the need arises.
ARTICLE VII - FINANCIAL
Section 1. No part of the net earnings of the Guild shall be used to the benefit of or be distributed to its members or other private persons except that the Guild shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these bylaws.
Section 2. Guild members shall not be compensated for programs presented at regular Guild meetings unless special expenses are incurred. Any compensation requests shall be considered on a case by case basis.
Section 3. Compensation to presenters of special classes will be determined by the Executive Board and voted on by the general membership.
Section 4. The Guild shall not carry on any activities not permitted by an organization founded under non-profit status.
Section 5. The president may authorize expenditures of a maximum of $50 without prior approval of the Executive Board. The Executive Board may authorize expenditures of a maximum of $100 without prior approval of the general membership.
Section 6. Guild checks will require two signatures.
ARTICLE VIII – DISSOLUTION
Section 1. The Guild may be dissolved by a three-fourths vote of membership in attendance at such meeting.
Section 2. Upon the dissolution of the Guild, assets shall be distributed according to the laws governing the dissolution of non-profit organizations in the State of Missouri.
Amended September 9, 2008
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