ANTELOPE QUILTERS GUILD
NAME OF GUILD
The name of this organization shall be the Antelope Quilters Guild and is hereinafter to be referred to as the Guild.
PURPOSE OF THE GUILD
- Antelope Quilters Guild is a nonprofit public benefit corporation organized under the Nonprofit Public Benefit Corporation Law of California.
- The purpose of the Guild shall be:
- Contribute to the knowledge of quilting techniques, patterns, history and quilt making by providing educational meetings, fun and fellowship.
- Sponsor and support quilting activities.
- Encourage quilt making and collecting
- Promote the appreciation and knowledge of fine quilts.
- Support the community through the donations of quilts as approved by the general membership.
MEMBERSHIP AND DUES
Section I – Membership
- Membership in the Guild is open to any person regardless of race, creed, color, sex or national origin, who subscribes to the purposes of this Guild and complies with these Bylaws.
- Active Members: Active members pay annual dues and must attend a minimum of four (4) general meetings a year:
- The benefits of membership include a monthly newsletter, a membership roster, entry to all classes and workshops and general meetings of the Guild.
- Active members are eligible to vote, hold an office, and/or serve as committee chairpersons.
- The membership roster shall not be used for commercial purposes.
- Life Members: Life membership is bestowed on members who are charter members and/or members recognized for continued outstanding services to the Guild. Life members are exempt from annual dues and have all rights and privileges of active members.
- Life membership is recommended by the Board of Directors and approved by the general membership.
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- Termination of Membership: Individuals whose membership is in question shall be notified in writing and be given the opportunity to address the Board of Directors before any action is taken. Membership shall terminate upon occurrence of any of the following reasons and require a majority vote of the Board of Directors.
- Failure to pay dues.
- Written resignation of member.
- Conduct in violation of the Bylaws.
- Refuse to return, replace or restore to original condition any Guild property borrowed or rented from the Guild.
Section II – Non-members and Guests
Participation in Guild activities by non-members is subject to policies set by the Board of Directors. Non-members may attend two (2) meetings as a guest. Persons attending more meetings shall be required to become a member or pay a fee as determined by the Board of Directors.
Section III – Fees, Dues, and Assessments
- Membership dues shall be determined by the Board of Directors and approved by the general membership.
- Annual membership dues are collectable in April and are due no later than the June general meeting.
- Persons joining after the June general meeting shall pay the full amount.
- Persons joining after the December general meeting shall pay the prorated amount for the remainder of the fiscal year as determined by the Board of Directors.
- Additional fees or assessments may be charged to members and guests to support special guest speakers at general meetings of the Guild. The Board of Directors shall establish these fees/assessments based on the scheduled speaker.
Section IV – Fiscal Year
The fiscal year for the Guild shall be 1 July to 30 June.
Section I – General and Special Meetings
The Guild shall hold a minimum of ten (10) meetings per year on the second Tuesday of the month at a place arranged by the Board of Directors.
- General meetings shall be conducted by a Guild officer in the following order: President, 1st Vice President, 2nd Vice President, Secretary or Treasurer.
- In the event a general meeting must be rescheduled, the Board of Directors shall select a new date and time and notify the members.
- Members shall be notified of meetings in the newsletter, or in case of any emergency, by mail, email or telephone.
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- The Board of Directors may call special meetings.
- The August general meeting shall be considered the Guild’s Annual Meeting.
Section II – Quorum
A quorum for business transactions at any regular or special meeting shall be 50% of the active membership.
Section III – Order of Business
The general meeting shall include the following:
|· Call to order||· Officer and Committee Reports|
|· Introductions/Announcements||· Show and Tell|
|· Approval of Minutes||· Program|
|· Old Business||· Adjournment|
|· New Business|
Section I – Voting Conduct
Voting by membership may take place at general or special meetings.
- Method used shall be by voice, show of hands, standing or secret ballot with a majority vote required.
- Votes shall be tallied by a member of the Board of Directors for general issues brought before the membership in general or special meetings.
Section II – Nominating Committee
The Parliamentarian shall serve as chairperson of the Nominating Committee. The President, one other member of the Board of Directors, two members from the general membership and two alternate members from the Guild shall be selected by the Parliamentarian to serve on the committee.
- The Nominating Committee shall prepare a slate of nominees for election of officers.
- The Nominating Committee shall attempt to obtain at least two (2) nominees for each office.
- The Nominating Committee shall contact nominees.
- The Nominating Committee shall remain nonpartisan and not endorse any candidate during the nomination and election process.
- Minutes of meetings, including the list of all nominees, shall be taken and filed with the Guild Secretary.
Section III – Nominations
All persons nominated for elected positions must have been a member for six (6) months prior to the election in November. Nominations for the offices may be made from the floor preceding the election in November with written consent of the nominee. The consent is to be presented to the Secretary and Parliamentarian at the time of the nomination.
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Section IV – Elections
The Parliamentarian will present a slate of unopposed candidates to the membership for affirmation. In the event of two (2) or more candidates for one office, the election shall be by secret ballot provided by the Parliamentarian. The President shall not participate in the voting process except in the event of a tie.
The Nominating Committee shall tally the votes and immediately provide the results of the election to the President to be announced during the meeting. The Parliamentarian shall provide a written report, including all nominated candidates and tallies for each of the candidates of each office, to the President and Secretary. An announcement of the results of the election shall be published in the November newsletter following the meeting.
BOARD OF DIRECTORS
Section I – Board of Directors Duties and Responsibilities
The Board of Directors shall have full voting rights in all matters pertaining to the management of the Guild. All elected and appointed members shall serve in their capacity until December 31st of each year.
- Approve establishment and dissolution of all committees.
- Approve appointment of committee chairpersons.
- Develop and amend policies, procedures and job descriptions.
- In addition to President and Treasurer having signatory authority, 2 – 4 Board of Directors’ members may have signatory authority.
- Manage the approved yearly budget.
- Approve and manage the Guild’s annual activity program.
Section II – Board of Directors Membership
The Board of Directors shall consist of five (5) elected officers and 4-8 appointed positions which include the Parliamentarian. Elected officials include the President, 1st Vice President, 2nd Vice President, Secretary and Treasurer.
Section III – Board of Directors’ Meetings
The Board of Directors shall meet a minimum of six (6) times annually to conduct the business of the Guild. The President shall determine the time and location of the meetings.
- The Guild membership is invited to all Board of Directors meetings to voice opinions and discuss Guild related items.
- The December Board of Directors meeting shall be considered the Annual Board Meeting with the current Board of Directors and newly elected officers expected to attend.
Section IV – Quorum
Two thirds of the Board of Directors shall constitute a quorum and a majority vote is required for approval of an action.
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Section V – Vacancies
As a vacancy occurs, except for the office of the President, the President and/or Board of Directors shall appoint a replacement.
Section VI – Grounds for Removal from Office
Any officer may be removed by a majority vote of the general membership present upon the recommendation of the Board of Directors. The following may be grounds for removal:
- Conflict of Interest
- Financial irresponsibility or misuse of Guild funds
- Actions in conflict with law, Bylaws and/or Policies and Procedures of the Guild.
Section VII – Conflict of Interest
- No Guild member may serve on the Board of Directors either as an elected officer or appointed Chairperson if said member’s personal or professional situation would conflict with his/her ability to properly carry out the duties of the office or would conflict with these Bylaws, Policies and Procedures or the general good of the Guild.
- No Board of Directors member shall make, participate in making, or in any way attempt to use his/her official position to influence a Board of Directors’ decision in which he/she shows or has reason to know he/she has a financial interest.
Section VIII – Compensation
The Board of Directors and appointed positions in the Guild shall not be compensated for their services.
Section I – Elected Officers
- The President shall be responsible for the effective and efficient operation of the Guild and be the chief elected officer of the Guild.
- Preside over all general, special and Board of Directors meetings.
- Serve as official spokesperson of the Guild.
- Oversee all Board of Directors and Committee Chairpersons of standing and special committees.
- Prepare the annual budget for presentation to the Board of Directors and the Guild membership for approval.
- Have signatory authority for all Guild bank accounts.
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- Set the agenda for general and Board of Directors meetings.
- Perform other duties as required by the office of the President.
- 1st Vice President. The 1st Vice President shall serve as an assistant to the President in all matters and perform such duties as requested by the President.
- Conduct General and Board of Directors’ meetings in the absence of the President.
- Assume all duties and responsibilities of the President in the event the President cannot complete his/her term of office.
- Choose and arrange all general meeting programs for the year, upon approval of the Board of Directors.
- Perform other duties as required by the office of the 1st Vice President.
- 2nd Vice President. The 2nd Vice President shall serve as an assistant to the President in all matters and perform such duties as requested by the President.
- Conduct General and Board of Directors’ meetings in the absence of the President and 1st Vice President.
- Choose and arrange for classes, workshops and other Guild activities upon approval of the Board of Directors.
- Coordinate activities with the 1st Vice President in conjunction with monthly programs.
- Perform other duties as required by the office of the 2nd Vice President.
- The Secretary shall keep minutes of each General, Special and Board of Directors meetings.
- Prepare general Guild correspondence and issuance of notices.
- Perform other duties as required by the office of the Secretary.
- The Treasurer shall be responsible for the receipt and disbursement of all Guild funds including the preparation and submission of all state and federal documents.
- Have signatory authorization for all Guild bank accounts.
- Receive funds, issue receipts for same, and deposit all funds promptly.
- Properly document all claims for disbursement of Guild funds.
- Reimburse all approved budgeted items in a timely manner and limit spending to the approved budget.
- Prepare the year-end financial report for presentation at the Annual General meeting of the Guild.
- Prepare and file all required state and federal forms and maintain a tax file history.
- Perform other duties as required by the office of the Treasurer.
Section II – Appointed Voting Positions
The following positions shall be appointed by the President and approved by the Board of Directors.
- The Parliamentarian shall ensure that proper parliamentary procedures are followed at all meetings.
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- Advise the President of non-compliance with state and federal law, Bylaws and documented Policies and Procedures.
- Chair the Nominating Committee approved by the Board of Directors. (see Article V, Section II)
- An additional 4 – 8 voting Committee Chairpersons shall be appointed by the President as required by the activities of the Guild.
Section III – Other Non-Voting Appointed Positions
An additional 4 – 7 non-voting Committee Chairpersons shall be appointed by the President as required by the activities of the Guild.
RECORDS AND REPORTS
The Guild Secretary and Treasurer shall maintain copies of the Articles of Incorporation, Bylaws, Nonprofit/Tax Exempt documentation from the State of California and the Federal Government, Corporate Seal and the current Statement of Information for the State of California and make available for review upon request.
RULES AND REGULATIONS
Section I – Parliamentary Authority
“Robert’s Rules of Order Newly Revised” shall be the parliamentary authority for all procedures that are not provided for by federal, state or local law or the Guild’s Articles of Incorporation or Bylaws. A copy of “Robert’s Rules of Order Newly Revised” shall be kept by the Parliamentarian and be available at all general, special and Board of Directors meetings.
Section II – Amendments to the Bylaws
Amendments to the Bylaws must be submitted in writing to the Board of Directors and then approved by the
- All members must receive written notice of such proposed amendment(s) at least fourteen (14) days prior to the general meeting.
- Amendments to the Bylaws shall be approved by a two-thirds (2/3) vote of the active membership.
- One or more of these Bylaws may be temporarily suspended by a majority vote of the active membership in
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attendance at any duly constituted general meeting.
- The Guild President shall conduct an annual review of the Bylaws to ensure they are in order and remain relevant to the operation of the Guild.
Section III – Execution of Instruments
- The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or agent of the Corporation (Guild) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild. Such authority may be general or confined to specific instances.
- Unless so authorized, no officer, agent or member shall have any power or authority to bind the Guild by any contract or engagement to pledge its credit or to render it liable monetarily for any purpose or for any amount.
Section IV – Policies and Procedures
Policies and Procedures manuals may be adopted as needed to augment the Bylaws or provide additional operating rules for membership, meetings and committees. These manuals shall be presented to the Board of Directors for approval and shall require a simple majority vote of the members in attendance at a duly constituted general meeting.
DISSOLUTION OF THE GUILD
The Guild may be dissolved by a two-thirds vote of the membership. Any assets remaining after
payment or provision for payment of all debts and liabilities of the Guild shall be distributed to one or more nonprofit charitable, social welfare, social club and/or appropriate quilt guild, approved by the membership, which are organized and operated exclusively for nonprofit purposes and which has established its tax-exempt status under Internal Revenue Code (IRC) Section 501(c)(3).
ADOPTION OF BYLAWS
The Bylaws shall take effect immediately upon their adoption. Revisions, additions or deletions are to be effective on the date so voted by the members.
President of the Antelope Quilters Guild
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