First Adopted: September 8, 2013
Last Revision: August 5, 2018
Article 1. Name & Location of Guild
The name of this organization shall be the San Diego Modern Quilt Guild, also referred to as the Guild. The Guild is located in San Diego County, California.
Article 2. Purpose of Guild
2.1 The purpose of the Guild is to share knowledge of modern quilting techniques, patterns, modern fabrics and quilt-making by providing meetings, social gatherings and field-trips to support quilting activities, encourage modern quilt-making and promote the appreciation of this craft.
2.2 The organization is organized 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.
2.3 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 Section 2.2 hereof and in Article 2 of this constitution.
2.4 No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
2.5 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.
2.6 Upon the dissolution of the organization, all funds, goods, and 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 disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes
Article 3. Membership
3.1 Membership is open to any person who agrees to the purposes of the Guild, pays yearly dues and completes the membership form.
3.2 Members will be supplied with a membership roster upon request, with the understanding that the list will not be used for commercial gain or fraudulent purposes.
3.3 Members are allowed the opportunity to participate in all guild activities such as Swaps, Bees, Raffles and Sew & Tells.
3.4 Guests are welcome to attend two general meetings free of charge; but are expected to pay a nominal fee or membership dues upon attending their third meeting. Guests are not allowed to vote in elections or participate in guild activities such as Swaps and Bees.
Article 4. Meetings
4.1 The Guild shall schedule monthly meetings and notify all members well in advance through email or social media outlets.
4.2 Special meetings may be called by the Executive Board or by action of membership as necessary.
Article 5. Dues
5.1 Dues are collected to meet operational needs as decided upon by Executive Board.
5.2 The Executive Board shall agree upon the amount of that year’s dues and hold a general membership vote during the October meeting.
5.3 Members joining in July-December will be asked to pay half the annual dues amount.
5.4 The fiscal year is January 1 through December 31st.
5.5 If a member withdraws from the Guild, dues will not be prorated or refunded.
5.6 A member of the Executive Board shall be signatory on checks along with the Treasurer for any amounts over $100.
5.7 Expenses totally more than $400 must be approved by a majority of the Executive Board.
Article 6. Officers & Their Responsibilities
6.1. Executive Board Positions
The Guild shall have a President, Vice President of Operations, Vice President of Activities, Vice President of Geographic Outreach, Secretary, and Treasurer. These officers compose the Executive Board.
- The President shall lead all meetings.
- The President shall schedule Executive Board meetings.
- The President shall be named on all guild bank accounts.
6.1.2. Vice President of Operations
- The Vice President of Operations shall serve as assistant to the President in all matters.
- The Vice President of Operations shall maintain the membership roster.
- The Vice President of Operations, or designee, shall prepare membership badges.
- The Vice President of Operations shall take care of large scale correspondence, sending out invitations for special events, managing RSVPs, etc.
- In the event the President cannot complete their term in office, the Vice President can assume all responsibilities. Should this instance occur, the remainder of the term does not count towards to the “two consecutive terms” as mentioned in Section 6.2.
6.1.3. Vice President of Activities
- The Activities Coordinator shall initiate and plan all Guild programming.
- The Activities Coordinator is responsible for maintaining lists of current bees and coordinate with the Quilting Bee Committee.
- The Activities Coordinator creates a schedule for various swaps to take place throughout the calendar year.
- The Secretary shall take minutes of each meeting, including recordation of all motions made and carried out at each general, special or Executive Board meeting.
- The Secretary, or designee, shall take photographs at guild meetings and events.
- The Secretary shall post the minutes on the Guild’s blog within five days of the meeting.
- The Secretary shall ensure that all communications vehicles are maintained, including the blog, email and Flickr at a minimum.
- The Treasurer shall receive and bank all Guild monies, disburse funds as authorized by the Executive Board and maintain records of all funds.
- A brief financial report shall be made quarterly or on an as-needed basis. All expenses must be submitted to the Treasurer.
- The Treasurer shall prepare the proposed budget for the upcoming fiscal year and shall present it at the November meeting.
6.1.4. Vice President of Geographic Outreach
- The Vice President of Geographic Outreach shall organize social activities in the regions of San Diego County where meetings, sew-ins and workshops are not regularly held.
- The Vice President of Geographic Outreach shall be empowered to create a committee to assist with the organization of social activities in the regions of San Diego County where meetings, sew-ins and workshops are not regularly held.
6.2. Term of Office
- Each officer can serve in that office for only two consecutive terms.
- The office of the Treasurer requires membership of 18 months prior to nomination. If the office of the treasurer cannot be filled with a member of 18 months, the Executive Board can nominate the current treasurer.
- If a vacancy occurs, except in the office of President, the vacancy will be filled by Executive Board appointment.
6.3. Executive Meetings
- Each office gets one Executive Board vote.
- Executive Officers shall attend at least 75 percent of the guild and executive board meetings.
Article 7. Committees
- Committees are created for the purpose of creating and building fellowship through quilting bees, swaps, quilt shows, charity events, etc.
- Committees can be suggested by any member.
- All Guild members in good standing can belong to one or multiple committees, so long as they keep up their membership in the Guild.
- Each committee must consist of at least one Executive Board member.
- Committees and chairpersons shall have no authority except that which is granted by the Executive Board.
- The Committee Chairperson is responsible for giving the Guild President a quarterly report of all pertinent info regarding their committee.
- Upon leaving the post of Committee Chairperson all information, books and data must be given to the next Chairperson so they can fulfill their duties.
- All guild committees will be maintained in the San Diego Modern Quilt Guild Committee Plan. This document will out line the roles and responsibilities of each committeealong with how they will be managed by the board. The board is responsible for managing the guild committees and this document.
- Committee Chairpersons are board appointed with a term running from June to June. There is no limit for the number of terms a Chairperson can serve.
Article 8. Voting and Elections
8.1. Officer Candidates
- All members who have been in good standing, have a clear understanding of the Guild’s purpose, and have been an active participant with the Guild are eligible to be an officer candidate.
- Interested members shall put forth their name at the September meeting.
8.2. Officer Elections
- Elections are held by written ballot during the October meeting.
- The newly elected officers will be able to attend the November and December (if any) board meetings, but will not have voting rights.
- The newly elected officers will take office during the first meeting held in January.
- Upon leaving their post, all outgoing Executive Board members must turn over all pertinent information, books and data to the newly appointed officers so they can fulfill their duties.
8.3. General Voting
- All members in good standing and in attendance during voting procedures are allowed one vote per motion, amendment, poll or election. There will be no absentee ballots.
8.4. Leadership Removal
- Should it be necessary to remove any elected officer(s), a 2/3rds vote of members present at any general meeting can accomplish this.
Article 9. Quorum
A Quorum is the minimum number of members in attendance needed to conduct business at a meeting. The Executive Board shall set the quorum.
Article 10. By-Laws Amendments
Amendments to these by-laws shall be made by majority vote of members present at a regular or special meeting. The changes must be posted on the Guild’s website(s) for all to see.
10.1 Any member can propose an amendment; which will be presented and voted on as needed.
10.2 The by-laws shall take effect immediately upon their adoption. Revisions, additions or deletions are to be effective upon the date so voted by the membership.
Article 11. Parliamentary Authority
The rules of Robert’s Rules of Order, the current version, shall govern the Guild in all cases to which they are applicable and in which they are not inconsistent with the rules of the Guild.