ByLaws

The Inland Empire Modern Quilt Guild

BYLAWS

ARTICLE I: NAME 

The name of this organization shall be The Inland Empire Modern Quilt Guild, a California non-profit corporation, hereinafter referred to as the Guild. This organization is a non-profit public benefit corporation and is not organized for the private gain of any person. It is organized under the Non-Profit Public Benefit Corporation Law for charitable, educational and public purposes.

 ARTICLE II: PURPOSE 

Section 1.

The mission of the Guild shall be to provide an atmosphere of fellowship for persons interested in the art and craft of quilt making and related arts by the sharing of skills and knowledge in the field of Modern quilt making.

The Guild shall:

  1. Encourage Modern quilt making and collecting.
  2. Provide educational activities such as demonstrations and speakers, special interest workshops and lectures.
  3. Support and sponsor quilting activities such as community events that provide the opportunity to share the art and enjoyment of Modern quilting.
  4. Serve the community through charitable activities involving quilting.
  5. Enlighten the public as to the substantial history of quilting as an art form as well as a continuing craft.

Section 2.

This Guild shall be a non-profit corporation under the laws of and on file with the State of California. As a non-profit corporation, the activities of the Guild shall be conducted in such a manner that no part of the net income shall benefit any individual member of the Guild. Notwithstanding the above, the following activities, neither of which violates the above requirement of a 501(c)(3) tax exempt organization pursuant to the Internal Revenue Code, are permitted: A member may be hired as a principal lecturer/teacher/or quilter by the Executive Board and Guild members may sell items at the quilt show, either as a contracting vendor or in the Guildʼs booth.

Section 3.

No substantial part of the activities of this corporation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code of 1986 and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE III: MEMBERSHIP 

Membership shall be open to any person interested in Modern quilts and Modern quilt making.  No person may be denied membership or be denied participation in any events or activities because of the person’s sex, race, religion, national origin, pregnancy, marital or parental status, sexual orientation, or physical, mental or learning disability.

Section 1.

Active Members

  1. New members may join at any time.
  2. Membership shall be recognized upon payment of annual dues.
  3. Visitors may attend one meeting, free of charge. At the second and third meetings a nominal fee of $5 will be charged. Upon the fourth meeting a visitor must become a member by paying the appropriate annual dues.
  4. Active members may participate in and support the projects and activities of the Guild, including the privilege of voting, holding office, and serving on committees. They shall be entitled to preferential placing in any Guild sponsored function, receive a membership roster, have access to minutes of the business and general meetings, have access to Treasurer’s reports, may place items on the agenda and be informed of all decisions of the Executive Board.

Section 2.

Affiliate Members

  1. Affiliate members shall be a place of business and/or community organization wishing to support the Guild.
  2. Affiliate members shall be introduced on the website upon joining and shall be listed on the Guild website.
  3. Affiliate members shall be entitled to all benefits of active members, except access to the membership roster.
  4. Affiliate members shall be given priority over non-affiliate businesses or organizations.
  5. The Executive Board shall establish dues for affiliate members.

Section 3.

Student Members

  1. Student members shall be persons 18 years of age or older and enrolled in Community College, Art School, or University.
  2. Student members shall be entitled to all benefits of active members.
  3. Student members shall pay half the rate of the established membership dues.

Section 4.

Junior Members

  1. Junior members shall be persons under the age of 18 years.
  2. Junior members shall be entitled to all benefits of active members.
  3. Junior members shall pay half the rate of the established membership dues.

 ARTICLE IV: DUES/FEES 

Section 1

Dues

  1. Annual dues assessed to members shall be determined by the Executive Board. Changes in dues shall be established at the October meeting of the Executive Board and be published for the next 30 days on the guild website. It shall be passed by a two-thirds vote of those present at the November General meeting.
  2. Annual dues are payable at the January General meeting and become delinquent at the February General meeting. Members joining after June 30 will pay half the dues amount upon submission of the membership form.
  3. Fees will be collected by the Treasurer, identified and held in the Guild checking account. The Treasurer shall account for all fees collected in the monthly Treasurer’s report.
  4. Any visitor who joins will have their visitor fees applied to their dues.
  5. A member whose dues remain unpaid by June 30 shall be dropped from the roster.

Section 2.

Fees

  1. Fees may be charged for special classes, presentations and/or events as established by the Executive Board.
  2. Fees will be collected by the Treasurer, identified and held in the Guild checking account. The Treasurer shall account for all fees collected in the monthly Treasurer’s report.
  3. Fees may be refundable as determined in advance of the event, class or presentation in the event of cancellation or reasonable change of circumstances.

ARTICLE V: MEETINGS 

Section 1.

General Membership Meetings

  1. General Membership meetings shall be held on a date and at a place as designated by the Executive Board.
  2. Meetings shall be announced on the Guild website.
  3. The February meeting shall be considered the Annual Meeting. The Guild financial audit report and budget for the coming year shall be presented to the General Membership.

Section 2.

Special Meetings

  1. Special meetings may be called for the purpose of a single item matter.
  2. Members will be notified via email and announced on the guild website of a special meeting at least 72 hours in advance as to date, time and location of meeting.

Section 3.

Executive Board Meetings

  1. Executive Board meetings shall be held at least quarterly. (March, June, September, December)
  2. Executive Board Meetings are open to the General Membership; their date and location shall be published on the Guild website.

Section 4.

Minutes

  1. Minutes of all General and Executive Board meetings shall be available to all members through the Guild website.

Section 5.

Voting

  1. Every act or decision brought to the General Meeting shall be decided by a simple majority of members present at the meeting.
  2. Each member present is entitled to one vote on each matter. Voting shall be by voice, show of hands, or by ballot. In the case of a tie, the members will discuss and revote, before the President will make a

tie-breaking vote.

 ARTICLE VI: FINANCIAL ADMINISTRATION 

Section 1.

The fiscal year shall be from January 1 through December 31.

Section 2.

The Executive Board shall adopt the budget to be presented for approval by the membership no later than the Annual meeting in February.

Section 3.

The Executive Board shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state and local laws.

Section 4.

Audit

A committee consisting of one Executive Board member and two or more General Members appointed by the Executive Board shall audit financial records within 30 days of the close of the fiscal year.

Section 5.

Funds/Revenue collected for a specific event, activity, presentation, or class shall be identified, reported, and audited consistent with the general budget records.

ARTICLE VII. NOMINATIONS AND ELECTIONS

Section 1.

Nominations of Executive Board

  1. During the September meeting, the Executive Board shall appoint a Nominating Committee Chairperson. The committee will consist of two additional members: one member from the General Membership appointed by the Executive Board and one member from the General Membership to be determined by the committee chairperson.
  2. The Nominating Committee shall present a slate of nominees for each office on the Executive Board to the General Membership at the October meeting.
  3. Additional nominations may be made from the General Membership with the consent of the nominee at the October meeting.
  4. All nominations shall be published for the next 30 days on the guild website.
  5. Nominations may be made from the General Membership with the consent of the nominee on the day of the election and are not subject to the 30 day publication set forth in section 1.d.

Section 2.

Election of Executive Board

The election shall take place at the General Meeting in November.  Officers will win by simple majority vote.  Voting shall be by voice, show of hands, or by ballot.  In the case of a tie, the outgoing President will make a tie-breaking vote.

Section 3.

Officers shall serve a one-year term.  Officers may hold an office for two consecutive years.

Section 4.

A list of the duties and descriptions for each officer position shall be made available on the Guild website.

ARTICLE VIII. EXECUTIVE BOARD

Section 1.

The Executive Board shall be elected by the General Membership and shall include the Guild officers (5) along with the Immediate Past President of the Guild.

Section 2.

The Officers of the Guild shall be President, Vice-President of Programs, Vice-President of Communications, Treasurer, and Secretary.

Section 3.

The Executive Board, consisting of the Officers and the Immediate Past President, shall have general supervision of the affairs of the Guild; shall set policy; fix the hour and place of the Board and General Meetings; shall have control of the proceeds of the Guild funds; shall publish the minutes of each General and Executive Board meeting, and shall perform other duties as specified by the Bylaws.

Section 4.

A quorum of the Executive Board shall be a majority of its members.

Section 5.

Standing committees may be established as determined by the Executive Board. Standing Committees may include, but are not limited to:  Budget, Charity, Education, Financial Audit, Fundraising, Historian, Hospitality, Library, Membership, Newsletter, Nominating, Parliamentary, Publicity, Recruitment, Sit and Sews, Special Projects, and Workshops.

Section 6.

Officers shall assume office in January and shall serve for one year.

Section 7.

In the event of a vacancy on the Executive Board, the Executive Board shall appoint a person to fill the remainder of the term vacated.

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ARTICLE IX: DUTIES OF OFFICERS

Section 1.

The President shall:

  1. Oversee the smooth running of the entire Guild to ensure its mission and purpose is being followed.
  2. Preside at all General, Special, and Board meetings.
  3. Act as official spokesperson for the Guild, including enter into contracts for the Guild.
  4. With the approval of the Officers, appoint all Committee Chairpersons. Coordinate committee activities.
  5. Be a cosigner with the Treasurer for the Guild bank account for the purpose of dispersing funds if the Treasurer is unavailable.
  6. Act as a contributor to and create content on the Guild website.

Section 2.

The Vice-President of Programs shall:

  1. In the absence of the President, conduct General and Board meetings.
  2. Assume the responsibilities of President in the event the President cannot complete the term of elected office.
  3. Oversee the review of the Guild Bylaws as necessary.
  4. Be a cosigner with the Treasurer for the Guild bank account for the purpose of dispersing funds if the Treasurer is unavailable.
  5. Coordinate the program portion of the General meeting, which may include educational demos, guest speakers, block lotto, block of the month, and group challenges. Coordinate any events outside of the meetings, which may include road trips, sit and sews, tours, and workshops. Oversee hospitality and refreshments at the General meeting.
  6. Act as a contributor to and create content on the Guild website.

Section 3.

The Vice-President of Communications shall:

  1. Act as administrator and maintain the Guild website and hosting of the Guild website.
  2. Oversee photography and maintenance of online photo groups such as Instagram and Facebook.

Section 4.

The Treasurer shall:

  1. Receive and bank all Guild monies. Be cosigner on the Guild bank account.
  2. Maintain bookkeeping records of all funds and provide monthly bank statements at Executive Board meetings.
  3. Disburse funds as authorized by vote of the Executive Board.
  4. Make a financial statement available for the members.
  5. Provide a financial statement to the Executive Board.
  6. Provide a complete financial report as prepared by the Audit Committee to be presented to the membership at the Annual Meeting in February.
  7. File all documents required by the State and Federal governments such as tax and state registration forms to ensure the Guild maintains its non-profit status.

Section 5.

The Secretary shall:

  1. Keep minutes of the General, Special, and Executive Board meetings or arrange for a substitute in his/her absence.
  2. Post the minutes of the General, Special, and Executive Board meetings on the Guild website.
  3. Conduct formal outside correspondence for the Guild.
  4. Maintain membership roster and attendance records.                                                                                                                                      

ARTICLE X: AMENDMENT OF BYLAWS

These Bylaws may be amended at any General Meeting of the Guild by a majority vote of the General Membership present.  Any proposed amendment must have been presented at a General Meeting prior to voting.

Policies

Section 1.

Membership meetings take place on the first Saturday of each month at 2:00.  They are held at the Grand Terrace City Community Room, 22795 Barton Road, Grand Terrace, CA,92313.

Section 2.

The membership dues are $40 per person to be collected in January.  Anyone joining after June 30 will pay $20 for the remainder of the calendar year.

Section 3.

The President will provide to the Executive Board a copy of the upcoming agenda at least 7 days prior to a scheduled meeting.

Section 4.

Officers are expected to attend General, Special, and Executive Board meetings.  Chairmen are encouraged to attend Executive Board meetings.

Section 5.

The Guild website will be the primary source of information about and for the Guild.

Section 6.

The title for all property, funds and assets of the Guild, whether incorporated or not, shall at all times be vested in the Guild for the joint use of members and no member or group of members shall have any severable right to all or any part of such property.

Section 7.

The Membership roster is for use by members only and is not for distribution to non-members, for sale, or for commercial use.

Section 8.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or 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.

Section 9.

All proceedings of the Guild shall be fair and open. In the event of any dispute over procedure, when guidance cannot be found in the Bylaws, the current edition of Robert’s Rules of Order, Newly Revised Edition shall be followed.

 

Submitted October 9, 2016 by the Executive Board:

Laura West Kong, President

Michele Nichols, Vice-President of Programs

Megann Mills and Justin Mandell, Co-Vice-President of Communications

Gayle Bennett, Treasurer

Laura Green, Secretary

 

Bylaws Ratified by Charter Members November 5, 2016

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