Guild Bylaws:

ARTICLE I NAME

The name of this nonprofit organization shall be FOLSOM QUILT AND FIBER GUILD.

ARTICLE II PURPOSE

      The purpose of this organization shall be to promote quilt and fiber art by: 1) encouraging the exchange of ideas among those interested or engaged in quilt and fiber art, 2) providing opportunities for members to learn a wide variety of techniques used in quilt and fiber art, 3) encouraging high standards of design and technique in quilt and fiber art, 4) inspiring personal achievement among its members, 5) stimulating interest in and educating the community in quilt and fiber art, and 6) holding regular meetings to accomplish these goals.

ARTICLE III MEMBERS

SECTION 1. MEMBERSHIP

(a) Any person, regardless of race, color, creed, sex, national origin or religion, who subscribes to the purposes of this Guild, can apply to become a member of the FOLSOM QUILT AND FIBER GUILD.

(b) Member: Defined as a member who pays annual dues, receives a monthly newsletter, receives free entry to all Guild general meetings, and is eligible to participate in all Guild activities. Only members are eligible to vote, hold a Guild office, and/or serve as Guild committee chairpersons. Members agree to abide by the Bylaws and Policies of this Guild.

 (c) The Board of Directors is authorized to establish an appropriate numerical limitation on the size of the membership based on space limitations, with the approval of the membership.

(d) The Membership Chairperson shall maintain a waiting list for potential members.

 

 

SECTION 2. FEES, DUES, AND ASSESSMENTS

(a)  No fee shall be charged for making application for membership in this Guild.

(b) Non-profit status will be re-examined on an annual basis.

(c)  Annual dues will be charged.  Dues will be established each year at the Annual Budget Committee meeting.  The Guild’s operating expenses will be considered in determining dues.

(d) Membership renewal dues are due on or before the April general meeting. The Membership Committee must receive renewal dues no later than the April monthly meeting, or postmarked no later than said meeting, in order to retain their current membership number and to ensure their name is in the roster.

(e)  Persons establishing new membership after October first will pay half the applicable dues.

(f)  Guests are welcome at meetings. However, there will be a nominal charge for entry and participation, which will be established by the board at the time the budget is submitted, and will be included in the budget. 

 (g)      No other assessments will be made for membership in this Guild.

SECTION 3. MEMBERSHIP LIST

(a)  This Guild shall keep a membership list containing the name, address and phone number of each member.  This list shall be kept by the Membership Committee Chairperson, kept current and available for inspection and copy to any member of this Guild.

 (b) Members shall receive a membership list with the knowledge that this list will NOT be used for COMMERCIAL or SOLICITATION purposes.

SECTION 4. FISCAL YEAR

The fiscal year for this Guild shall begin April 1, and end March 31.

ARTICLE IV MEETINGS

SECTION 1. GENERAL MEETINGS

(a)  This Guild shall hold a regular general meeting once a month.

SECTION 2. SPECIAL MEETINGS

(a)  Any member of the Board of Directors may call a Special Meeting.

(b) Special meetings shall be announced in advance of said meeting.

SECTION 3. MEETING PLACE

The President-Elect will arrange for a meeting place for regular general meetings with approval from the Board of Directors.

SECTION 4. QUORUM

A quorum for the transaction of Guild business at any regular or special meeting of the membership shall be twenty percent (20%) of the membership.

SECTION 5. VOTING

A simple majority of the quorum is required for approval of Guild business, including that of the Board of Directors, unless otherwise specified herein.

ARTICLE V OFFICERS

SECTION 1. OFFICERS

(a) The officers of the Guild shall be: President, President-Elect, Secretary, Treasurer, Treasurer-Elect, Program Chairperson, Program Chairperson-Elect, Quilt Show Chairperson, and Quilt Show Chairperson-Elect.

(b) All officers shall be elected to a term of one (1) year. No member may serve in one office for more than two (2) consecutive terms.

(c) Officers shall take office at the April meeting. Any officer filling a vacancy of six (6) months or less shall not be considered to have served a term.

(d) Offices may be shared by more than one person.  If position is shared, co-chairs should work together as a team by each assisting with all the duties of the Office. 

(e) There are nine Officer Positions on the Board of Directors; each position is entitled to one vote.  Each Standing Committee is entitled to one vote.

(f) All officers and chairpersons are responsible for maintaining a written record of guidelines for their office and transferring that information to their successors.

SECTION 2. DUTIES OF THE OFFICERS

(a)  President: The President shall be the chief elected officer of the Guild and the Board of Directors, and shall have the responsibility for the general management of this Guild. The President shall appoint the chairpersons of all standing and special committees as needed. The President shall appoint the Nomination Committee.  See Article VII, Section 1 (a). The President shall be an ex-officio member of all committees except the Nomination Committee. The President shall be the official spokesperson for the Guild, and has the power to co-sign all checks for the Guild.

(b) President-Elect: The President-Elect shall be responsible for a place to hold the Guild general, board and workshop meetings. The President-Elect shall be responsible for monitoring the written record of guidelines for the officers, both elected and appointed, and transferring those records to the succeeding officers and chairpersons. The President-Elect shall be responsible for working in collaboration with the Quilt Show Chairperson-Elect to develop the Quilt and Fiber Show theme for the year in which the President-Elect will be President. The President-Elect will appoint a Raffle Quilt Coordinator while she is President-Elect to assist with the design and completion of the Raffle Quilt that will be created during the year in which the President-Elect becomes President.  In the absence, disability or resignation of the President, the President-Elect shall assume the duties of the President. The President-Elect shall also assume any duties assigned by the President and shall chair the Nominations Committee. The President-Elect has the power to co-sign checks. At the end of the term the President-Elect shall be nominated to become President.

(c)  Secretary: The Secretary shall be responsible for the records of this Guild, which includes maintaining a file of the Guild’s newsletters. The Secretary shall keep the minutes of the General and Board meetings. All minutes shall be open to the inspection of the general membership. The Secretary shall arrange for pick up of mail from the Guild’s mailbox, distribute mail to Guild members, and be responsible for correspondence as directed by the Guild President. The Secretary shall, in the absence of the President and President-Elect, conduct Guild business. The Secretary has the power to co-sign checks.

(d) Treasurer: The Treasurer shall have charge of all Guild finances and be responsible for keeping an accurate record of the financial affairs of this Guild. The Treasurer shall receive all monies and pay all authorized Guild bills, including those certified by the chairperson of the committee incurring said bills. A financial statement shall be presented at each meeting of the Board of Directors. A year-to-date statement shall be presented at the end of each fiscal year. The Treasurer is responsible for preparing and rendering the financial books for auditing as determined by the Board. The Treasurer has the power to sign checks and is the keeper of the checking account(s).

(e)  Treasurer-Elect: The Treasurer-Elect shall assist the Treasurer and shall perform duties as assigned by the Treasurer in carrying out the responsibilities for keeping accurate financial records for this Guild. In the absence of the Treasurer, the Treasurer-Elect shall have the power to sign checks. At the end of the term the Treasurer-Elect shall be nominated to become Treasurer.

(f)  Program Chairperson: The Program Chairperson shall be responsible for the program segment of the general meetings, workshops and special activities for this Guild. The Program Chairperson is responsible for the setup/take down of the meeting and workshop facility, including the lighting and audiovisual equipment. The Program Chairperson is responsible for arranging housing, food, transportation, and hosting teachers and lecturers contracted for the current fiscal year.  The Program Chairperson is responsible for publicizing, promoting and advertising the Guild’s programs and workshops to members and for providing information necessary to update the Guild’s website.

(g) Program Chairperson-Elect: The Program Chairperson-Elect shall hire all teachers and lecturers for the year in which that person will be Program Chairperson, in cooperation with the current Program Chairperson. The Program Chairperson-Elect shall assist the Program Chairperson with the program for monthly general meetings and perform related duties assigned by the Program Chairperson. In the absence of the Program Chairperson, the Program Chairperson-Elect shall assume all duties and responsibilities of the office of Program Chairperson. At the end of the term, the Program Chairperson-Elect shall be nominated to become Program Chairperson.

(h) Quilt Show Chairperson: The Quilt Show Chairperson is responsible for all aspects of administering the annual quilt and fiber show. The Quilt Show Chairperson shall work with the Quilt Show Chairperson-Elect to design the layout of any given quilt and fiber show. The Quilt Show Chairperson shall appoint chairpersons for Quilt Show committees which may include, but are not limited to: 1) white glove hostesses, 2) food service/hospitality, 3) vendors,    4)   publicity,  5)   boutique,     6)   demonstrations, 7) door tickets, 8) preview party, 9) programs, 10) check in/out of the quilt show entries, 11) set up/take down of the show, 12) decorations, 13) awards, 14) judging,  15) logo design, and 16) sale of shirts/bags.. The Quilt Show Chairperson may form other committees as needed, and shall be responsible for the security of the show.

(i)   Quilt Show Chairperson-Elect: The Quilt Show Chairperson-Elect shall assist the Quilt Show Chairperson in administering the quilt show as requested by the Quilt Show Chairperson. The Quilt Show Chairperson-Elect shall work with the Quilt Show Chairperson to design the layout of the quilt and fiber show. The Chairperson-Elect shall be responsible for working in collaboration with the President-Elect to develop the Quilt and Fiber Show theme for the year in which the Chairperson-Elect is Quilt Show Chairperson. The Chairperson-Elect shall be responsible for obtaining the facility for the Quilt and Fiber Show for the year in which the Quilt Show Chairperson-Elect is Quilt Show Chairperson. In the absence of the Chairperson, the Quilt Show Chairperson-Elect shall conduct the Quilt Show Committee meetings, and assume the duties and responsibilities of the office as necessary. At the end of the term, the Quilt Show Chairperson-Elect shall be nominated to become Quilt Show Chairperson.

ARTICLE VI BOARD OF DIRECTORS

SECTION 1. BOARD OF DIRECTORS

The Board of Directors shall consist of the President, President-Elect, Secretary, Treasurer, Treasurer-Elect, Program Chairperson, Program Chairperson-Elect, Quilt Show Chairperson, Quilt Show Chairperson-Elect, and chairpersons for all Standing Committees.

SECTION 2. STANDING COMMITTEES

The President will appoint other members to assist with Guild Business as needed.  Standing Committees will include, but are not limited to:  Block of the Month, Challenges, Community Liaison, Cuddle Quilts, Education, Hospitality, Membership, Newsletter, Parliamentarian, Pot of Gold, Property Management, Public Information/Marketing, Retreat Coordinator, Show and Tell and Sunshine.  Each standing committee chair shall have one vote on the Board of Directors.   All other Guild Committees shall operate under the same rules; each committee shall have one vote, shared chairmanships do not get multiple votes.

SECTION 3. RESPONSIBILITIES OF THE BOARD OF DIRECTORS

(a)  Except as otherwise provided in these Bylaws or in the laws of California, the Board of Directors shall implement policy.

(b) The Board of Directors shall declare and adopt policies under the following conditions: 1) when it is clearly within the philosophy and goals of this Guild, and 2) when not expressly prohibited by these Bylaws.

(c)  The Board of Directors shall prepare an annual budget by the May general meeting and submit said budget to the membership for approval.

(d) All Policies and Guideline changes must be presented to the Board of Directors for discussion and approval one (1) meeting prior to the meeting at which said policies and guidelines are adopted by the Board.

(e)  The Board of Directors shall meet once a month, a minimum of ten (10) times a year, on a day, location and time designated by the Guild President.

(f)  The Board of Directors shall purchase commercial general liability insurance for the Guild each year.

SECTION 4. BOARD OF DIRECTOR VACANCIES

The President and/or Board of Directors shall fill any vacancy occurring on the Board of Directors through appointment. Elected positions vacated less than six (6) months into the year shall require a general membership vote.

SECTION 5. QUORUM

A quorum for the transaction of business by the Guild’s Board of Directors shall be fifty percent (50%) of the elected Officers and twenty-five percent (25%) of the Chairs of the Standing Committees.

SECTION 6.  VOTING

A simple majority of the quorum is required for approval of Guild business. 

ARTICLE VII ELECTIONS

SECTION 1. NOMINATIONS

(a)  The Nominations Committee shall consist of five members. The President shall appoint four members to the Nominations Committee from the general membership at the January meeting. The Chairperson of the Nominations Committee shall be the President-Elect.

 

(b) The Nominations Committee shall be responsible for receiving nominations of persons willing to serve as elected officials of this Guild.

(c)  The Nominations Committee shall present a list of candidates to the membership at the February general meeting. Additional nominations shall be accepted from the floor with the consent of the nominees.

(d) This committee shall be responsible for conducting the election during the last general meeting of the fiscal year, March, and reporting the results at that meeting.

(e)  Should no candidate receive a majority vote of the membership present, the two (2) top candidates will have a run off.

(f)  The winning candidates will assume their duties during the first general meeting of the fiscal year, in April.

(g) The Guild’s Parliamentarian shall oversee the balloting/ election process.

SECTION 2. BALLOTS

(a)  Officers shall be elected by secret ballot or acclamation if there are no contested offices.

(b) An election of officers (balloting) shall take place only if a quorum of the membership is present.  (ARTICLE IV, SECTION 4 & 5).

ARTICLE VIII FUNDS & FINANCES

SECTION 1. FUNDS

All funds of this Guild shall be turned over to the Treasurer who shall be responsible for their safekeeping.

(a)  The finances of this Guild shall be handled and managed in accordance with sound accounting practices and procedures. No funds shall be expended except in accordance with the budget established by the membership. Nothing in this section shall prohibit the Board from transferring funds from one budget account to another. Any budget variations that cannot be accommodated by transferring funds from one budget category to another must be approved by the membership. Except as is herein provided, neither the members, nor any officer, nor any employee of this Guild shall incur any indebtedness in excess of the budget.

(b) Recommendations brought before the Board for charitable donations exceeding $250.00 shall be submitted to the general membership for approval

SECTION 2. AUDIT

An audit may be called for at the discretion of the President and/or Board of Directors.

SECTION 3. AUTHORIZED EXPENDITURES

All authorized expenditures shall be disbursed only upon signatures of two (2) authorized Guild officers and/or committee chairperson pursuant to ARTICLE V, SECTION 2.

SECTION 4. LIABILITY

No person who is now, or who later becomes a member of this Guild shall be personally liable to the Guild’s creditors or for any indebtedness of the liability of this Guild. Any and all creditors shall look only to the Guild’s assets for payment.

SECTION 5. THE BUDGET COMMITTEE

(a)  The budget committee shall meet in March after the election of new officers to determine the budget for the upcoming fiscal year, which begins in April.

 (b) All elected officers are members of the budget committee.  The committee will be co-chaired by the incoming Treasurer- Elect and the incoming President-Elect. All current and incoming officers are members of the budget committee. After April 1st outgoing officers

may serve as advisors to the budget committee.

(c) The budget will be presented to and approved by the board at the April board meeting. It will be presented to and approved by the general membership at the May general meeting

SECTION 6. SCHOLARSHIP/GRANT

These scholarship/grants shall be given to further the stated purpose of the Folsom Quilt and Fiber Guild (refer to ARTICLE II, PURPOSE).

As part of the application process the applicant shall identify a specific project and/or goal that will benefit the Guild and/or be presented the general membership.

ARTICLE IX RULES & REGULATIONS

SECTION 1. PARLIAMENTARY AUTHORITY

When there is a question on the procedures not covered by these Bylaws, then the most current edition of ROBERT’S RULES OF ORDER, REVISED will prevail.

SECTION 2. BYLAWS AMENDMENTS

Prior to voting on any amendments to the Bylaws, all members must receive written notice of the proposed amendment(s) and the amendment(s) must have been approved by the Board. These Bylaws shall be reviewed at least every three (3) years and revised as necessary. Amendments to, or revisions of, these Bylaws shall become effective upon approval by a simple majority of a quorum of this Guild’s membership (ARTICLE IV, SECTION 4 & 5).

SECTION 3. BYLAWS

These Bylaws may be temporarily suspended in part or in whole by two-thirds (2/3) vote of the members in attendance at any duly constituted regular or special meeting.

SECTION 4. RULES, POLICIES AND GUIDELINES

(a)  There shall be a minimum of ten (10) general Guild meetings per year.

(b) Rules, policies and guidelines shall be developed at the discretion of the Board and shall become an attachment to the Bylaws.

These bylaws were reviewed, revised and approved during the 2010-2011 membership year.  They were approved by the General Membership on:

Date: February 15, 2011    Outgoing President:  Karla Dellner

Date: April 11, 2011              Incoming President:  Pam Taylor