Bylaws

BYLAWS OF THE WATERFORD QUILTERS GUILD

(Revised March 2015)

ARTICLE I
Name

The name of this organization shall be the WATERFORD QUILTERS GUILD.

ARTICLE II
Purpose

The purpose of the WATERFORD QUILTERS GUILD is exclusively to preserve the tradition of quilting and to promote knowledge and understanding of the art of quilting. To this end, the Guild shall at all times be operated exclusively for educational purposes within the meaning of Section 501(c)(9) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(4) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purpose.

ARTICLE III
Membership

  1. Any person who is interested in furthering the purpose of the Guild may become a member upon payment of dues to the Guild Treasurer.
  2. Persons who join this Guild shall be voting members of this organization.
  3. Annual dues are established by the Waterford Quilters Executive Committee. Any change in dues must be approved by a two-third (2/3) vote of the attending Guild membership at the October meeting. Dues shall be paid at the January meeting. Names of members are dropped from the roster if dues are not paid by the February meeting. Dues are prorated after June.

ARTICLE IV
Operation and Activities of the Guild

  1. No part of the net earning 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 purpose set forth in the purpose clause hereof.
  2. No part of the activities of the Guild shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the Guild shall not participate in, or intervene (including by publication or distribution of statement) in any political campaign on behalf of, or in opposition to, any candidate for public office.
  3. The management of the affairs of the Guild shall be vested in its Officers. No Officer shall have any right, title, or interest in or to any property of the Guild.
  4. Elected officers of this organization shall be President, Vice-President, Secretary, and Treasurer, and shall be known as the Executive Committee.
  5. The President shall appoint a Nominating Committee of no less 3 persons of the general membership who shall submit a slate of officers to all members at the October meeting; the slate of officers will be included in the Waterford Quilters Connection Newsletter, preceding the election in November. The Vice-President may be asked to move to the office of the President. Additional nominations may be made from the floor, provided the nominees’ consent has been secured. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, 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 corresponding section of any future federal tax code.

ARTICLE V
Officers

Officers shall be elected by hand vote at the November meeting, and shall be installed for a term of one year at the December meeting. No person shall serve in the same office for more than two (2) consecutive years. A vacancy in the office of the President, as determined by the Executive Committee, shall be filled for the unexpired term by the Vice President. A vacancy of any other office shall be filled for the unexpired term by appointment by the President, upon approval by the membership Any Officer may be removed by two-thirds (2/3) vote of the total membership, provided seven (7) day’s notice in writing has been given to the entire membership. 

ARTICLE VI
Duties of Officers

The President shall:

  1. Preside at all meeting of the Guild and all meetings of the Executive Committee.
  2. Confirm all committee chairpersons and serve as an ex officio member on all standing and special committees.
  3. Act as a spokesperson for the Guild.
  4. Call special meetings of the Guild and the Executive Committee, as necessary.
  5. Sign checks for the Guild in the absence of the Treasurer for any authorized expenditures (as specified in the duties of the Treasurer, Article VI, Section 4).
  6. Maintain a notebook of events and activities during the term and pass it to the incoming President.

The Vice-President shall:

  1. Perform the duties of the President in her absence.
  2. Serve as Program Chairperson with responsibilities to include contracting and scheduling of speakers, paying and writing thank-you notes to speakers, and ensuring availability of appropriate equipment.
  3. Post messages related to various aspects of the monthly programs in the Waterford Quilters Connection Newsletter.
  4. Design and disseminate block patterns for President’s block as well as blocks for other occasions.
  5. Ensure that information about Guild meetings appears in local newspapers;
  6. Maintain a notebook of events and activities during the term and pass it to the incoming  Vice President.

The Secretary shall:

  1. Arrange for the pickup of Guild mail from the Purcellville Post Office mailbox.
  2. Maintain, distribute, and update the Guild’s membership list.
  3. Maintain a calendar of activities as well as the minutes of all Guild  and  Executive Committee meeting meetings, submit minutes to the Historian, and pass all records to the incoming Secretary.
  4. File form 990-N (e-postcard) annually.

The Treasurer shall:

  1. Ensure that all transactions with Guild funds are made only for Guild purposes;
  2. Collect, deposit, and disburse Guild funds to support the activities of the Guild;
  3. Present a financial report and update at each meeting.
  4. Sign Guild checks  previously approved by the President or Vice President;
  5. Present the annual budget at the October meeting, call for its discussion  at the November meeting, and submit the proposed annual budget for approval by Guild membership at the December meeting.
  6. Send the proposed annual budget to the Town Crier for inclusion in the Waterford Quilters Connection Newsletter no later than November, with the finalized budget to be published in the Newsletter no later than January;
  7. Consult with the Raffle Quilt Committee, secure raffle quilt tickets,; and oversee their distribution.
  8. Secure approval from the Executive Committee for any unanticipated or unbudgeted expenditure of over fifty (50) dollars before reimbursement.
  9. Maintain an official record of financial transactions and procedures during the term and pass it on to the incoming Treasurer.
  10. Maintain financial records for seven (7) years.

ARTICLE VII
Meetings

  1. Regular Guild meetings are held on the second Wednesday of each month.
  2. Executive Committee meetings are held monthly on the first Wednesday of each month.
  3. A special meeting may be called by the President or the Executive Committee or upon written request from ten (10) members of the Guild to the Executive Committee. Seven (7) days’ notice shall be given to the membership.
  4. At least two-thirds (2/3) of the attending membership is required at any meeting to elect officers, approve the budget, or to change the by-laws. A 30-day notice is required of such meetings.

ARTICLE VIII
Executive Committee

  1. The Executive Committee of the Guild shall be composed of all elected officers and ex oficio past President.
  2. A simple majority of the members of the Executive Committee shall constitute a quorum.

ARTICLE IX
Committees

  1. There shall be standing committees of the Guild as appropriate.
  2. The committees shall be composed of Guild members who volunteer to serve for one year.

ARTICLE X
Internal Audit

  1. For the protection of the Guild, the financial records will be reviewed by the end of January of each year.
  2. The review will be conducted by a committee composed of three volunteer Guild members.

ARTICLE XI
Parliamentary Authority

The rules contained in Roberts Rules of Order Fourth Edition shall govern the Guild in all cases to which they are applicable and in which they are not inconsistent with Guild by-laws and any special rules the Guild may adopt.

ARTICLE XII
Amendments

These by-Laws may be amended at any regular meeting of the Waterford Quilters Guild by a two-thirds (2/3) vote of the attending Guild membership, provided that the amendment has been submitted in writing and given to all members seven (7) days prior to the voting action.  A copy will be sent by e-mail or regular mail.

ARTICLE XIII
Personal liability

No officer of the Guild shall be personally liable for the debts or obligations of the Guild of any nature whatsoever, nor shall the property of the Officers be subject to the payment of the debts or obligations of the Guild.

ARTICLE XIV
Dissolution

Should the organization be dissolved, any funds and all assets remaining in the treasury shall be distributed to non-profit organizations and/or charitable causes to be named and approved by a two-thirds (2/3) vote of the general membership, provided the members be given seven (7) days’ notice of such vote. Any remaining 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.