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 “The NHMQG.”

1.2 Purpose: The Guild’s purpose is to:

  1. Develop and encourage the art of modern quilting

  2. Work with other guilds and groups with a similar purpose

  3. Encourage new quilters and other fiber artists interested in non-traditional and non-art fiber projects

  4. Offer educational opportunities through classes, workshops, and sharing of information

  5. Support and provide opportunity for “charity” or other works that provide back to the community through the use of modern quilting skills

The Guild is an affiliate member of the Modern Quilt Guild Inc. Through a group exemption with the Modern Quilt Guild Inc., the Guild is a 501(c)(3) tax-exempt organization.

As such, the Guild is organized and will be operated exclusively for charitable, religious, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The Guild is additionally organized to do any and all lawful acts that may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Guild. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

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 results are announced 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 Consensus Decision-Making Process. All general and Board Of Directors meetings will be conducted in accordance with the Consensus Decision-Making Process.

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.

1.10 No Private Inurement

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 the Purpose of the Guild in Article 1.2.

Article II: Members

2.1 Membership: Membership is granted to anyone 18 years or older upon payment of dues. All members must attend at least one general meeting in a given year to remain eligible for membership in the following year. Exceptions may be granted to former Board of Directors members. Members must adhere to these By-Laws 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 waiting 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 Board of Directors. If a member withdraws from The Guild, dues will not be refunded. Dues must be received by the December meeting to remain in good standing. Dues for new members may be prorated depending on the month they join the Guild, as determined by the Board of Directors. The Board of Directors 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 Board of Directors . The time of the meeting will not change in a fiscal year unless special circumstances are determined by the Board of Directors. Members may attend meetings free of charge.

2.4 Voting: Each member in good standing receives one vote towards Guild matters.

2.5 Revoking of Membership: Membership may be revoked in cases of actions that threaten the non-profit status of The Guild. Membership may also be revoked for violating policies set 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 Board of Directors 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 Board of Directors Meetings.

3.2 Nominating Committee: A nominating committee will be formed 60 days prior to elections and will consist of three to five members who do not wish to be considered for any officer position. Standing Board of Directors 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. Voting is by electronic ballot sent to members in email and will be tallied by two 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 two 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 Board of Directors. 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 is responsible for one or more committees, if established. The committees for each Officer are listed below. 

President: Nominating Committee

Vice-President(s) for Communications: Social Media Committee

Vice-President(s) for  Programming/Events: Special Events, Challenges & Swaps, Education, Charity/Community Service, and Retreats Committees

Secretary: Historian and Hospitality Committees

Treasurer: Membership Committee

Article IV: Board Of Directors

4.1 Members: The Board of Directors shall consist of the Officers of The Guild.

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

4.3 Meetings: The Board of Directors shall meet monthly 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 Board of Directors may invite other persons as guests to these meetings.

4.4 Quorum: At all meetings of the Board of Directors, 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 Board of Directors members present at a meeting where the Quorum is met will constitute an affirmative vote.

4.6 Electronic Meeting: Board of Directors members are allowed to electronically attend meetings.

Article V: Committees

5.1 Committees: Committees are created to assist the Board of Directors in carrying out activities and responsibilities to The Guild. Committees can be suggested by any member and the Board of Directors 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 Board of Directors.

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 Board of Directors officer. The Committee Chairperson is responsible for providing the President monthly reports of pertinent information and for notifying the Board of Directors immediately of any concerns or issues.

5.4 Term: The Board of Directors will determine the term for the Committee and Committee Chairperson.

5.5 Resignation and Removal of Committee Chairpersons: The Board of Directors may remove a Committee Chairperson no longer in good member standing. In the event of removal or resignation, the Board of Directors 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 a committee be considered to be independent of The Guild nor fail to submit money or expenses to the Treasurer.

Article VI: Execution of Documents

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

6.2 Contracts: The Board of Directors 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 Board of Directors will be designated as the back up to the Treasurer.

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

7.3: Budget Adoption: The Board of Directors 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 Board Of Directors..

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 Board of Directors may propose an amendment to these Bylaws at any time. The proposed amendment must be emailed to members and posted on The Guild’s website two weeks prior to voting via an electronic ballot sent to members in email and/or a paper ballot presented at a general meeting . 50% of the members must vote to constitute a quorum for amending the By-Laws. A majority of voting members where the quorum is met will constitute an affirmative vote. 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 Board of Directors’ 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.

Revision Proposed March 26, 2024

Accepted by Vote April 11,2024

Effective May 1, 2024

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