The name of the organization will be the Central Ohio Modern Quilt Guild, also referred to as “The Guild” or “Central Ohio MQG.”
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 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 Non-profit status
This Guild shall maintain non-profit status as a tax-exempt organization under section 501(c)(3) of the Internal Revenue Code, under group exemption for the Modern Quilt guild. As a non- profit corporation, the activities of the Guild shall be conducted in such a manner that no part of the net income shall benefit any individual member of the Guild. Notwithstanding the above, the following activities, neither of which violates the above section of the Internal Revenue Code, are permitted: A member may be hired as a principal lecturer/teacher/or quilter by the Executive Board and Guild members may sell items at the quilt show, either as a contracting vendor or in the Guild’s booth.
1.4 Location and office
The Guild will maintain a mailing address within the state of Ohio belonging to the registered contact. The registered contact may be the President, Vice President or Treasurer. It shall be the responsibility of the Executive Committee to determine the registered representative each year and to inform legal and taxing authorities of any changes as they occur.
Members and directors of The Guild are subject to adherence to these By-laws.
1.6 Fiscal Year
The fiscal year begins on January 1 and ends on December 31 of each year.
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 Rules of Order
All general meetings and Executive Council meetings will be conducted in accordance with Robert’s Rules of Order unless specifically excluded by these By-laws.
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, gender orientation, race, religion, national origin, ancestry, creed, pregnancy, marital or parental status, sexual orientation or physical, mental, emotional or learning disability.
Article II: Members
Membership is granted to anyone residing in the state of Ohio 18 years or older upon completion of membership application and payment of annual dues. Members may join at any time.
In addition to the benefits provided by national Modern Quilt Guild membership, active members may participate in and support the projects and activities of the Guild, including the privilege of voting, holding office and serving on committees. They shall be entitled to preferential placing in any Guild sponsored function, have access to a membership roster, the treasurer’s reports, and may place items on the agenda.
The treasurer’s report is available upon request.
May attend up to 3 meetings in a fiscal year prior to being asked to pay dues. After attending 3 meetings visitors will be asked to become full members of The Guild.
Each member in good standing receives one vote towards Guild matters.
2.4 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. In instances of verbal harassment or disruptive conduct, whether at a guild event or towards a guild member, the Executive Council will attempt conflict resolution but may revoke membership if resolution cannot be reached.
Article III: Meetings
3.1 General Membership Meetings
General Membership meetings shall be held on a date and at a place as designated by the Executive Board. Meetings shall be announced on the Guild website. The current date for regular Guild meetings is the second Thursday of every month at 6:30 p.m.
3.2 Executive Board Meetings
Executive Board meetings shall be held at a minimum of quarterly. Executive Board Meetings are open to the General Membership.
Minutes of all meetings shall be available to all members through the Guild website.
Any act or decision brought to the General Meeting shall be decided by a majority of voting members. Each member present is entitled to one vote on each matter. Voting shall be by voice, show of hands, or by ballot.
3.5 Absentee voting
Absentee voting may occur as determined by the executive council. In the case of absentee voting being permitted, the matter to be voted on will be published via email & website 7 days prior to the vote along with a notification of availability of absentee voting. Absentee votes may be cast via email to both guild president and secretary 24 hours prior to the vote if a member is not able to attend the meeting.
Article IV: Dues/Fees
Annual dues assessed from members shall be determined by resolution of the Executive Board. Changes in dues shall be established at the January meeting of the Executive Board and by a two-thirds vote of those present and voting at the General Meeting. Members joining after July 1st will pay a prorated membership rate of 50% of the annual dues for the year.
4.2 Timing of Dues Payment
Annual dues are payable by the February meeting and become delinquent by March 15th. A member whose dues remain unpaid by April 15 shall be dropped.
4.3. Collection of Dues
Dues will be collected by the Treasurer, identified and held in the Guild checking account. The Treasurer shall account for all fees collected in the monthly Treasurer’s report.
4.4 Member Withdraw
If a member withdraws from The Guild, dues will not be prorated or refunded.
Fees may be charged for special classes, presentations and/or events as established by the Executive Board. Fees will be collected by the Treasurer, identified and held in the Guild checking account. The Treasurer shall account for all fees collected in the monthly Treasurer’s report. Fees may be refundable as determined in advance of the event, class or presentation in the event of cancellation or reasonable change of circumstances. Fees will be published via email and/or the Guild website and announced at the General Membership meeting.
Article V: Nominations & Elections
Are to be held at the November Meeting each year.
5.2 Nominating Committee
A nominating committee will be formed during the September meeting and will consist of 2-3 members who do not wish to be considered for any officer position. The committee will solicit nominations from the Members and Members may offer themselves as candidates. The Committee may consider offers of officers for any position or committee. If, after the nomination period, any positions remain for which there is no nominee, a member of the nominating committee may volunteer to run for an unfilled position. The committee member must then recuse their right to count votes at the November meeting.
5.3 Officers length of service
Officers will be elected to a one-year term.
Voting will be done via ballot and will be tallied by the nominating committee and results reviewed for accuracy by the current president or a guild officer. Absentee voting for elections follows the process outlined in Article III Meetings, Section 3 Absentee Voting except that absentee votes are sent to the Nominating Committee 24 hours prior to the vote.
5.5 Installation of Officers
Officers will be installed for the January meeting 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 Officers by the December meeting. Destroying or withholding any guild business by outgoing officers during the officer transition will result in revocation of the member’s membership to The Guild for at least one year.
5.6 Removal of Officers
Any executive board member missing General Meetings without communicating their absence and finding a substitute, when applicable, two months in a row will be removed from office.
5.7 Filling of Vacancies
An Officer may resign at any time. Any Officer position except for President can be appointed by the Executive Council. A Vice President will fill in for the President until Elections can be held.
5.8 Powers and Duties
A list of the duties and descriptions for each officer’s position shall be made available via the Guild website and emailed to members in September.
Article VI: Executive Council
The Executive Council shall consist of the Officers elected by the Guild membership.
Officers of The Guild shall be President, Vice President, Secretary, Treasurer, Fundraising Chair, Social/Membership Chair, Charity Chair & Technology/Social Media Chair
As directed by these By-laws, the Executive Council will be responsible for managing the business and affairs of The Guild.
At all meetings of the Executive Council, 50% of the members must be present to constitute a quorum for the transaction of business.
A majority of the Executive Council members present at a meeting where the Quorum is met will constitute an affirmative vote.
6.6 Electronic Meeting
Executive Council members are allowed to electronically attend meetings.
Article VII: 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.
7.2 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 the Executive Council.
7.3 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.
The Executive Council will determine the term for the Committee and Committee Chairperson.
7.5 Resignation and Removal of Committee Chairpersons
The Executive Council may remove a Committee Chairperson no longer in good standing. In the event of removal or resignation, the Executive Council may appoint a replacement Committee Chairperson.
Each Committee may meet as needed and set its own rules for quorums and voting.
7.7 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.
Article VIII: Execution of Documents
The Executive Council will be responsible for maintaining the good standing of The Guild in all matters regarding legal documents and 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 IX: Guild Funds
9.1 Guild Funds
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.
9.2 Treasurer Review Committee
A Treasurer report will be given at every other meeting.
9.3: Budget Adoption
Executive Council will approve a budget every year and will present the budget to The Guild at the January meeting.
9.4: Budget Requests
If a committee or member of the Executive Council shall need or request funding for an item not budgeted at the January meeting, they shall have the opportunity to make a request for a budget amendment at the next available Executive Council meeting. The Executive Council shall have the ability to approve requests that total no more than $200, or the available and unallocated funds in the Treasury whichever is less. If a request exceeds that amount, then it must be voted upon by a majority of members at a general meeting who have been notified of the budget vote at least a week in advance by posting the request on the website, the request must indicate what the budget request is for, and that it will be voted upon at the next meeting.
Article X: Amendment
10.1 Amending the Bylaws
Any member may propose an amendment to these Bylaws at any time. The proposed amendment must be electronically proposed via The Guild’s website two weeks prior to a regular meeting. Voting will occur at that meeting with the majority of members attending constituting an affirmative response.
Article XI: Dissolution
In the event The Guild is dissolved, the money in The Guild’s bank accounts shall be donated to one or more non-profit organizations as voted and agreed upon by the membership.
Adopted by a vote of The Guild on: May 9, 2019