MT BACHELOR QUILTERS’ GUILD
Revised July 12, 2010
SECTION I. NAME
The name of the guild shall be Mt. Bachelor Quilters' Guild.
SECTION II: PURPOSE
The Guild is organized exclusively for charitable and educational purposes, including:
1. To foster appreciation of quilts and the art of quilting among both quilters and the public,
2. To serve the community through charitable activities involving making and donating quilts to various community organizations,
3. To increase the knowledge of traditional and contemporary techniques of quilting and to provide an encouraging environment in which quilters can practice and exchange ideas, and
4. To educate the public as to the significance of quilting as an art form as well as an ongoing craft.
SECTION III: NONPROFIT
The Guild is organized exclusively for charitable and educational purposes, including the making of quilts and other contributions to such organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
SECTION IV: MEMBERSHIP
A. Regular Members:
1. Anyone having an interest in the art of quilting shall be eligible for membership.
2. A member is in good standing if she/he has kept dues current.
3. Regular members in good standing may hold office, receive the newsletter and vote on Guild matters.
4. Regular members in good standing are entitled to vote for Guild officers, the annual budget and changes to that budget as defined in the Bylaws, modification to the Articles of Incorporation, Bylaws and changes to the Bylaws, and Standing Rules and changes to the Standing Rules.
B. Business Members:
1. Quilt shops and any business in Central Oregon providing quilting related products.
2. Business members do not pay dues and are not voting members.
3. Business members are welcome to attend meetings and other Guild functions.
SECTION V: MEETINGS
A. Membership meetings:
1. With the exception of quilt show month, regular meetings will be held on the second Monday of each month at 7:00 p.m., with any changes and/or exceptions agreed upon prior to the meeting being changed.
2. Notice of changes to the date, time and/or place for these meetings will be published in the Guild’s newsletter prior to the regularly scheduled meeting.
3. If such notice is not possible, emails will be sent to the email address of each Guild member as listed in the Guild’s current roster. Members without internet access will be notified by mail or phone as directed by the Guild’s President.
4. The Guild’s annual business meeting will take place in November of each year.
B. Executive Board meetings:
1. The Executive Board shall meet before each regular meeting at a day and time agreed upon by the Board.
2. Executive Board meetings are open to attendance by any Guild member.
3. Meeting dates, times and locations shall be listed in the newsletter. If the date, time or location is changed after the newsletter has been published, members will be notified by email and other methods as determined by the President.
SECTION VI: OFFICERS
The officers of the Guild are:
2. 1st Vice President
3. 2nd Vice President
6. Parliamentarian (Past President)
SECTION VII: STANDING COMMITTEES
The Standing Committees are:
1. Community Quilts Project
8. Quilt Show
9. Raffle Quilt
10. Raffle Quilt Ticket Sales
SECTION VIII: EXECUTIVE BOARD
A. The Executive Board shall consist of:
2. Standing committee chairpersons
3. Chairpersons of committees created by the Board
B. All members of the Executive Board shall be voting members
C. Each officer and committee chair shall have one vote; in situations where the office or chairmanship is shared between two or more members only one vote per position will be allowed.
D. An officer or committee chair may only be removed from office for non-performance of duties or for fiscal malfeasance. If any member wishes to raise this issue, a letter describing specifics should be provided to the President. Should the performance in question be that of the President, the letter should be directed to the Past President for review and possible action.
E. Each Executive Board member shall start or maintain a procedure book, which is kept up-to-date during her/his term of office and handed on to the next person filling the position. The procedure book should include a job description; this will be updated annually by the officer/chair and provided to the secretary.
SECTION IX: NONPROFIT COORDINATOR
The Nonprofit Coordinator will:
1. Maintain a calendar of IRS, state and local tax returns and any additional required report filings,
2. File all appropriate tax returns and reports required for the Guild by the due date,
3. Provide a summary of the information reported in these filings to the Board (the Board is ultimately responsible for what is reported),
4. Maintain a file of all corporate documents including Articles of Incorporation, Bylaws, Standing Rules, and IRS Determination Letter,
5. Provide copies of these documents to each new Board member in January of each year.
6. Maintain a list of Guild documents and a record retention schedule. No Guild documents should be destroyed without consulting this schedule
7. Attend Board meetings as a non-voting member and serve as a non-voting member on Bylaws Review Committees to assure that the Guild continues to operate within state and IRS requirements for a corporation and tax exempt organization, and
8. Keep updated on IRS, Oregon State and Oregon Department of Justice requirements for tax exempt organizations.
SECTION X: NOMINATING COMMITTEE
1. The Nominating Committee of five persons and two alternates shall be selected at the September meeting by members attending that meeting.
2. The committee shall present nominees for the office of President, 1st Vice President, 2nd Vice President, Secretary and Treasurer at the October meeting.
3. Elections will be held at the annual business meeting in November.
4. Installation of new officers will be held at the December meeting.
SECTION XI: BUDGET COMMITTEE
1. The Budget Committee is made up of the Treasurer and four members selected at the September meeting by members attending that meeting.
2. The committee shall present a proposed annual budget to the membership at the annual business meeting in November.
3. The Board shall have the opportunity to review the proposed budget in advance of member consideration.
SECTION XII: AUDIT COMMITTEE
1. The Audit Committee shall consist of three members and two alternates selected at the January meeting.
2. The books shall be audited in January and the audit report submitted for approval at the regular February meeting.
3. The past Treasurer and current Treasurer are not members of the committee, however, they shall be available to the committee as requested.
SECTION XIII: BYLAWS REVIEW COMMITTEE
1. The Bylaws Review Committee will be formed every even year to review the Articles of Incorporation, Bylaws and Standing Rules.
2. The amendments must be published in the newsletter before a vote is taken at a regular meeting.
3. Passage is by a MAJORITY vote of those present. A quorum must be present.
4. If a Bylaws amendment is required outside of the bi-annual process, a special Bylaws Review Committee can be appointed.
5. The Standing Rules may be amended at any general meeting by a MAJORITY vote of the total members present.
SECTION XIV: ELECTION OF OFFICERS
1. Officers shall be elected by a show of hands at the annual business meeting in November.
2. At that meeting, members in good standing may be nominated from the floor with their prior consent.
3. If there is more than one person nominated for any office, each office will be voted on separately by a show of hands; the nominee with the largest number of votes is elected.
4. If there is only one nominee for each office, the President shall then call for a vote.
5. The term of office is one year, beginning with the January meeting.
6. An officer may serve no more than two consecutive terms in the same office.
7. The Executive Board shall be empowered to fill vacancies.
The parliamentary authority of the guild shall be ROBERT’S RULES OF ORDER.
SECTION XVI: DUTIES OF THE OFFICERS
SECTION XV: PARLIAMENTARY PROCEDURE
1. The PRESIDENT shall:
a. preside at all meetings of the Guild,
b. appoint a Nonprofit Coordinator,
c. appoint all committees except Nominating and Budget Committees,
d. be an ex-officio member, without the right to vote, of all committees except the Nominating Committee,
e. shall exercise a general supervision over the affairs of the Guild.
2. The 1st VICE PRESIDENT shall:
a. act in the absence of the President,
b. plan programs for regular meetings.
3. The 2nd VICE PRESIDENT shall:
a. plan and organize workshops,
b. plan other means of education.
4. The SECRETARY shall:
a. keep a record of all Board and regular meetings,
b. have that record available for the membership to read,
c. maintain a list of physical assets of the Guild,
d. maintain the set of leadership job descriptions.
5. TREASURER shall:
a. receive and bank all monies from dues and Guild activities,
b. pay all bills approved by the Executive Board, committee chairs or voted on by general membership,
c. make a monthly report,
d. submit the books for a yearly audit,
e. serve on the Budget Committee,
f. be available as requested to the Audit Committee,
g. assist the Nonprofit Coordinator as requested with documents and reports.
h. Checks drawn on the Guild treasury must have two signatures: either the Treasurer and the President or the Treasurer and the 1st Vice President.
6. The PARLIAMENTARIAN shall:
a. be the immediate Past President,
b. act as Parliamentarian at all Executive Board and regular meetings.
c. If the Past President is unable to serve, the President shall appoint the Parliamentarian, subject to Board ratification.
SECTION XVII: QUORUM
A Guild Meeting
a. To constitute a quorum for the transaction of business at least 25% of the voting membership must be present.
b. A simple majority “yes” vote of the voting members present is required to transact business unless otherwise required by law (revision to Articles of Incorporation, disbandment of Guild or merging require a super majority, 67% of those present).
B. Executive Board:
a. A simple majority of the Executive Board shall constitute a quorum for the transaction of business.
b. A simple majority “yes” vote of the members present is required to transact business unless otherwise required by law (Articles of Incorporation).
. Guild Meeting:
SECTION XVIII: DUES
a. The dues structure may be reviewed annually.
b. Changes to the membership dues may be proposed by the Executive Board and approved by the membership.
c. Dues are payable at the January meeting.
d. Dues are delinquent after February 28.
e. All members whose dues have not been received will be sent a letter notifying them they will be dropped from the roster if payment is not received by the Guild by March 15.
f. Members delinquent in paying dues shall be dropped from the roster and not accorded membership privileges until dues are paid.
SECTION XIX: GUILD FUNDS
1. Guild funds can be used for all budgeted items and any additional expenses approved by the members.
2. Budget amendments should be submitted to the Board for review prior to membership vote.
3. Checks drawn on the Guild treasury must have two signatures: either the Treasurer and the President or the Treasurer and the 1st Vice President.
4. The contingency budget line item is intended for use on unanticipated Guild expenditures as they may arise throughout the year. Expenditures from this line item may be approved by the Executive Board if $100.00 or less and by the membership if greater.
SECTION XX: INDEMNITY OF OFFICERS
The personal liability of each member of the Executive Board, each uncompensated officer and each member of the Guild, for monetary or other damages, for conduct as a director, officer or member shall be eliminated to the fullest extent permitted by current or future law.
SECTION XXI: DISSOLUTION CLAUSE
Upon dissolution of the Guild, 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 distributed shall be distributed by a court of Deschutes County, Oregon, exclusively for such purposes or to such organization or organizations, as that court shall determine, which are organized and operated exclusively for such purposes.
Executed: July 12, 2010
Marilyn Ulrich, President
Kristin Shields, Secretary