Saturday, February 1, 2014

New Hampshire Modern Quilt Guild By-Laws

Article I: Name, Purpose and General Matters

1.1 The name of the organization will be the New Hampshire Modern Quilt Guild, also referred to as “The Guild” or “NHMQG”. 

1.2 Purpose: The Guild’s purpose is to:
    - Develop and encourage the art of modern quilting
    - Work with other guilds and groups with a similar purpose
    - Encourage new quilters and other fiber artists interested in non-traditional and non-art fiber projects.
    - Offer educational opportunities through classes, workshops and sharing of information
    - Support and provide opportunity for “charity” or other works that provide back to the community   through the use of modern quilting skills

1.3 Location and office: The Guild will maintain a PO Box mailing address within the state of New Hampshire and a registered contact.

1.4 Powers: Members and directors of The Guild are subject to adherence to these Bylaws. 

1.5 Fiscal Year: The fiscal year begins on January 1 and ends on December 31 of each year.

1.6 Annual Meeting: The December meeting of The Guild will be considered the Annual Meeting where elections are held, the Budget is presented for approval of members and the President and Treasurer deliver reports.

1.7 Privacy: Member information is for the purpose of The Guild business only and every effort will be made to protect the privacy of individual members. Personal information of members will never be offered for sale or otherwise to non-authorized parties.

1.8 Roberts Rules of Order: All general meetings, Executive Council will be conducted in accordance with Robert’s Rules of Order unless specifically excluded by these Bylaws.

1.9 Non-Discrimination and Anti-Harassment: All members have a right to meet in an environment free from discrimination and harassing conduct. No person may be denied membership to The Guild or be denied participation in any Guild events or activities because of the person's sex, race, religion, national origin, ancestry, creed, pregnancy, marital or parental status, sexual orientation or physical, mental, emotional or learning disability. All members shall treat one another fairly, with courtesy, respect and dignity, without harassment or verbal or physical abuse.

Article II: Members

2.1 Membership: Membership is granted to anyone residing in New England 18 years or older upon completion of membership application and payment of dues. Paid members in good standing receive a single vote in Guild matters. Members must adhere to the code of conduct to remain in good standing and maintain membership. Membership is capped at 65. Additional applications received as number 66 and above will be placed on a wait list. Waiting applicants will be contacted in numerical order of their application as space becomes available.

2.2 Dues: The annual dues amount will be set by the Executive Council. If a member withdraws from The Guild, dues will not be prorated or refunded. Dues must be received by the December meeting to remain in good standing. The Executive Council has the authority to authorize payment arrangements on a case-by-case basis.

2.3 Meetings: The Guild will hold a monthly meeting. The timing of the meeting will be determined by the Executive Council. The time of the meeting will not change in a fiscal year unless special circumstances are determined by the Executive Council. Members may attend meetings free of charge

2.4 Voting: Each member in good standing receives one vote towards Guild matters. Absentee voting is allowed by Proxy voting only.

2.5 Revoking of Membership: Membership may be revoked in cases of actions that threatens the non-profit status of The Guild. Membership may also be revoked for violating policies set by by the hosting meeting space or by participating in any activity related to The Guild that is blatantly criminal.

Article III: Officers

3.1 Officers: The Executive Council shall consist of President, Vice Presidents, Secretary, and Treasurer. Each officer must be a member in good standing for the entire term. Candidates must understand and adhere to The Guild’s purpose and have been an active member for one full year to be considered with an exception of the first year of elections within The Guild. Officers must attend 80% of the general and Executive Council Meetings.

3.2 Nominating Committee: A nominating committee will be formed 60 days prior to elections and will consist of 3-5 members who do not wish to be considered for any officer position. Standing Executive Council members may stand in if no members wish to join the Nominating Committee

3.3 Election of Officers: Officers will be elected to a one year term by a majority of the members present. Absentee voting is allowed only by Proxy. Voting is by paper ballot and will be tallied by 2 members in good standing who are not in consideration for an officer position. 

3.4 Installation of Officers: Officers will be installed immediately following the election for the term of one year unless they resign or are removed from office or membership. All books and papers regarding The Guild shall be delivered to the new Officer within 2 weeks of the election. 

3.5 Filling of Vacancies: An Officer may resign at any time. Any Officer position with the exception of President can be appointed by the Executive Council. A Vice President will fill in for President until Elections can be held. 

3.6 Powers and Duties: The Officers are listed below. Each Officer, except for the President, is responsible for one or more committees should the need arise as the guild grows. The committees for each Officer are also listed below. Additional information is given in the Policy & Procedures.
    a. President
    b. Vice Presidents: Communications, Community Services, Nominating, Events, Special events, Challenges & Swaps, Programs, Meetings, Education.
    c. Secretary: Historian
    d. Treasurer: Membership 

Article IV: Executive Council

4.1 Members: The Executive Council shall consist of the Officers of The Guild. 

4.2 Powers: As directed by these Bylaws, the Executive Council will be responsible for managing the business and affairs of The Guild. 

4.3 Meetings: The Executive Council shall meet four times per year on a schedule that is agreed upon by the members. Changes to the meeting time or place must be announced 7 days in advance by either electronic communication or oral communication with the exception of emergencies. The Executive Council may invite other persons as guests to these meetings. 

4.4 Quorum: At all meetings of the Executive Council, 50% of the members must be present to constitute a quorum for the transaction of business. If the quorum is not met, the meeting may be immediately adjourned and rescheduled. 

4.5 Voting: A majority of the Executive Council members present at a meeting where the Quorum is met will constitute an affirmative vote. 

4.6 Electronic Meeting: Executive Council members are allowed to electronically attend meetings. 

Article V: Committees – To Be Addressed / Added as the need arises.

5.1 Committees: Committees are created to assist the Executive Council in carrying out activities and responsibilities to The Guild. Committees can be suggested by any member and the Executive Council may officially create or dissolve a committee. 

5.2 Chairpersons and Members: Any member of The Guild in good standing can belong to one or more committees at any one time. Chairpersons will be appointed by a member of the Executive Council. 

5.3 Chairperson Responsibilities: The Committee Chairperson is responsible for the general supervision of the committee and its membership. The Committee Chairperson reports to its respective Executive Council officer. The Committee Chairperson is responsible for providing the President monthly reports of pertinent information and for notifying the Executive Council immediately of any concerns or issues. 

5.4 Term: The Executive Council will determine the term for the Committee and Committee Chairperson. 

5.5 Resignation and Removal of Committee Chairpersons: The Executive Council may remove a Committee Chairperson no longer in good member standing. In the event of removal or resignation, the Executive Council may appoint a replacement Committee Chairperson. 

5.6 Meetings: Each Committee may meet as needed and set its own rules for quorums and voting. 

5.7 Financial Affairs: Each committee will work with the Treasurer. At no time should the committee be considered to be independent of The Guild nor fail to submit money or expenses to the Treasurer. 

5.8 Future Committees to be considered: 
        a. Membership
        b. Meetings
        c. Communication

        d. Special Events
        e. Community Service 

        f. Challenges & Swaps g. Nominating
        h. Education

        i. Historian

Article VI: Execution of Documents

6.1 General: The Executive Council will be responsible for maintaining the good standing of The Guild in all matters regarding legal documents and contracts. 

6.2 Contracts: The Executive Council has the power to execute contracts on behalf of The Guild and to delegate such power to others on a case-by-case basis.

Article VII: Guild Funds 

7.1 All funds delivered to The Guild will be deposited in The Guild bank account. The Treasurer will oversee the bank account and will deliver any check or other payment of monies on behalf of The Guild. A member of the Executive Council will be designated as the back up to the Treasurer. 

7.2 Treasurer Review Committee: A Treasurer report will be given quarterly.

7.3: Budget Adoption: Executive Council will approve a budget every 6 months for the first year of The Guild operation and on a yearly basis after that.

Article VIII: Indemnification and Insurance 

8.1 Indemnification of Officers, Members, Volunteers: The Guild may purchase indemnity insurance as needed for Guild business 

8.2 Insurance: The Guild may purchase and maintain D&O insurance for any member of the Executive Council 

8.3 Fidelity Bond: The Guild will purchase and maintain a Fidelity Bond when non-profit status is achieved. 

Article IX: Amendment 

9.1 Amending the Bylaws: The Executive Council may propose an amendment to these Bylaws at any time. The proposed amendment must be electronically proposed via The Guild’s website 2 weeks prior to a regular meeting. Voting will occur at that meeting with a quorum of current guild members constituting an affirmative response. The quorum is to be considered 50%. The outcome of the vote will then be placed in the minutes. The final binding vote will take place following the reading of the minutes at the next meeting. 

Article X: Dissolution 

10.1 In the event The Guild is dissolved, the money in The Guild’s bank accounts will be used to purchase quilts for museums and historical societies and/or given to charity.

By-Laws last updated 02/20/2018