By Laws


Emerald Coast Modern Quilt Guild ByLaws


Article I:  Name, Purpose, Affiliation, and General Matters

Name:
The name of the guild shall be Emerald Coast Modern Quilt Guild and will be referred to as ECMQG or Emerald Coast MQG.

Purpose:
The purpose of the ECMQG is to further member's modern quilt skills and educate the community on modern and non-traditional quilting.  Additionally, ECMQG will encourage and develop the art of modern quilting, will work with other guilds and groups with a similar purpose, offer educational opportunities through classes, workshops, and sharing of information, support and provide opportunity for “charity” or other works that provide back to the communities where we live and work, through the use of modern quilting skills.

Affiliation:
ECMQG is an affiliate member of the Modern Quilt Guild, Inc.  Through a group exemption with the Modern Quilt Guild, Inc., ECMQG is a 501(c)(3) tax-exempt organization.

The assets and property of ECMQG are hereby pledged for use in performing its exempt purpose.

Address and Registered Agent:
ECMQG will maintain a PO Box mailing address within the state of Florida and a registered contact.

Powers:
Members and directors of ECMQG are subject to adherence to these ByLaws.

Fiscal Year:
The fiscal year is January 1 through December 31.

Annual Meeting:
The Annual Meeting is held in November.  New officers and will be voted in during the Annual Meeting; the Budget will be presented for approval of members; the President(s) and Treasurer will deliver reports.

Privacy:
Member information is for the purpose of ECMQG 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.

Non-Discrimination:
No person may be denied membership to ECMQG or be denied participation in any ECMQG event or activities because of the person's sex, race, religion, national origin, ancestry, creed, pregnancy, marital or parental status, sexual orientation or physical, mental, emotional or learning disability.

Article II: Members

Membership:
Membership may be granted to anyone residing in Northwest Florida and surrounding geographic region 18 years or older upon completion of membership application and payment of dues.  Members must adhere to the code of conduct to remain in good standing and maintain membership.

Membership in ECMQG also entitles you to membership with The Modern Quilt Guild.

Junior Membership:
Membership may also be granted to those individuals under the age of 18 as a 'Junior Member' who are sponsored by an ECMQG member in good standing.  Junior members shall pay 50% of the regular dues amount.  Junior members shall have all of the privileges of general members, but they may not hold an elected office.  Junior members may, however, serve on committees.

Satellite Membership:
Satellite membership is for individuals who do not live in the immediate area who desire to be ECMQG members while visiting, vacationing, or are temporary residents. Satellite members shall pay a flat fee of $25 for six months which entitles them to membership in ECMQG and allows for participation in challenges, swaps, special events, etc. There is no affiliation to the national MQG for satellite members. If a satellite member wishes to have national MQG affiliation and participate in national MQG challenges, seminars, etc, they are required to pay the full annual dues amount.

Dues:
Payment of dues is required for membership and will be set by the Executive Board. Dues will be collected annually. Members that join ECMQG midyear (after July 1st) will pay the amount set as described below. If a member withdraws from ECMQG, dues will not be prorated or refunded. Dues must be received no later than December 15th to remain a member in good standing. The decision to authorize payment arrangements for dues will be made by the Executive Board on a case-by-case basis.

Dues after mid-year (July 1st):
Members who join anytime after July 1st shall pay a flat fee of $25 that entitles them to membership in ECMQG until the start of the next fiscal year, and allows for participation in challenges, swaps, bees, special events, etc. There is no affiliation to the national MQG for midyear members. Should someone joining at the midyear rate wish to have national MQG affiliation and participate in national MQG challenges, seminars, etc, they are required to pay the full annual dues amount.

Meetings and Sew-Days:
With the exception of December, meetings are held once a month, as determined by the Executive Board. (Currently, the second Saturday of each month, beginning at 10:00 a.m.)  The time of the meeting will not change unless special circumstances arise.  Members may attend meetings and Sew-Days free of charge.  Special meetings may be called by the President or Committee Chairperson/Captain.   

Voting:
Each member in good standing receives one vote towards ECMQG matters.  Absentee voting is not allowed.

A simple majority of active members will be required for voting except when voting for Officers and the Executive Board.  Then a quorum must be present. 

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.  

Members not in good standing:
Members not in good standing may not vote in elections, may not run for office, serve on the Executive Board, or join committees, and may not participate in service projects, sewing challenges and swaps, block lotteries, and door prize drawings.

A member not in good standing will be returned to good standing upon the member's reversal of the actions which caused him/her to lose his good standing. E.g. if a member lost good standing due to a failure to complete a service project or return the materials, the member shall be returned to good standing when the service project has been completed or the materials have been returned.

Revoking Membership: 
Membership may be revoked in cases of actions that threaten the charitable status of ECMQG, or as determined by the Executive Board.  Membership may also be revoked for violating policies set by the hosting meeting space or by participating in any activity related to ECMQG that is blatantly criminal.

Guests:
Guests are welcomed and encouraged.  There is no charge for the first meeting.  The second meeting is $5.  After the second visit, guests are asked to pay full membership dues.

Guests and non-members will pay an additional $5 for Sew-Days after regular ECMQG meetings.


Article III:  Officers

Officers:
The Executive Board shall consist of President, Past President, Vice President, Secretary, and Treasurer.  Each officer must be a member in good standing for the entire term.  Candidates must understand and adhere the ECMQG's purpose and have been an active member for one full year to be considered.  Officers must attend 80% of the general meetings and Executive Board meetings.  Junior members and guests are not eligible to hold office.

Officers MAY NOT be members of another local quilt guild's board.  Local, for this definition, is the greater Pensacola area, including but not limited to, Escambia, Okaloosa, Santa Rosa, and Walton counties in the state of Florida.

Election of Officers:
Officers will be elected to a one year term by a majority of the members present.  Absentee voting is not allowed. Ballots will be counted by two volunteer guild members who are not on the ballot along with one current board member. 

Installation of Officers:
Officers will be installed immediately following the election for the term of one year, beginning January 1st and ending December 31st of the following year, unless they resign, or are removed, from office or membership.  All Officers are held to a two-year term limit.  All books, papers, and data regarding ECMQG shall be delivered to the new Officers within two weeks of the election. 

Filling Vacancies:
An Officer may resign at any time.  Any Officer position, with the exception of President, can be appointed by the Executive Board.  Vice President will fill in for President until elections can be held.

Compensation:
Board Members will not receive any salaries or other compensation for their services, but, by resolution of the Executive Board, may be reimbursed for any actual expenses incurred in the performance of their duties for ECMQG, as long as a majority of disinterested Executive Board Members approve the reimbursement.  ECMQG shall not loan money or property to, or guarantee the obligation of, any Executive Board Member.

Powers and Duties:
The Officers are listed below.  Each Officer, except for the President, is responsible for one or more committees.  The committees for each Office are also listed below.

President:
The President shall be responsible for conducting regular monthly meetings, chairing the Executive Board, attending other committee meetings as needed as an ex-officio member and performing other duties as required.  Additionally, the President will be responsible for other committee chairs and ensure that all members observe the rules of website etiquette. The President shall maintain a written inventory of guild assets and provide a copy to the Treasurer. To be updated as necessary throughout the year of office. 

Past President:
The Past President shall be a member of the Executive Board. The Past President is the immediate previous year president serving with the current year executive board. The Past President shall assist the current President and Executive Board as necessary. The Past President shall provide information to the Executive Board in order to achieve continuity for guild goals and upcoming projects. The outgoing President and incoming President shall meet and conduct an inventory of the guild assets before the new incoming President takes office. Inventory documentation will be reconciled. 

Vice President:
The Vice President shall be a member of the Executive Board.  The Vice President shall assist the President as necessary.  The Vice President presides over general meetings in the President's absence.

Secretary:
The Secretary shall be a member of the Executive Board.  The Secretary shall keep minutes of all monthly meetings of ECMQG and shall maintain permanent records of all meetings, including but not limited to, such minutes. 

The Secretary shall also serve as the Web Captain who:
Is responsible for maintaining an online presence, currently defined as ECMQG.blogspot.com, with information provided by the Executive Board and other committee chairs.

Creates and ensures that standards of website etiquette are maintained by all members online as necessary.

Treasurer:
The Treasurer shall be a member of the Executive Board.  The Treasurer shall receive and bank all ECMQG monies, disburse funds as authorized by the Executive Board, and maintain records of all funds.

A brief financial report shall be made at each meeting, or, on 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 Annual Meeting.

The Treasurer shall also serve as the Membership Captain who responds to all membership requests in person and online; keeps a current membership roster; and ensures that member's dues are current.


Article IV:  Executive Board

Members:
The Executive Board shall consist of the Officers of ECMQG.

Powers:
As directed by these Bylaws, the Executive Board will be responsible for managing the business affairs of ECMQG. 

Meetings:
The Executive Board shall meet four times per year on a schedule that is agreed upon by the members.  Changes to the meeting time or place must be announced one day in advance, either by Email or phone calls, with the exception of emergencies.  The Executive Board may invite other persons as guests to attend these meetings.

Quorum:
At all meetings of the Executive Board, 75% of the members must be present to constitute a quorum for the transaction of business.  If the quorum is not met, the meeting may be ended and rescheduled. 

Voting:
A majority of the Executive Board members present at a meeting where the quorum is met will constitute an affirmative vote.

Electronic Meeting:
The Executive Board members are allowed to electronically attend meetings.

Expenses:
Expenses totaling more than $100 will need to be approved by the Executive Board.


Article V:  Committees

Committees:
Committees are created to assist the Executive Board in carrying out activities and responsibilities to ECMQG.  Committees can be suggested by any member.  The Executive Board may officially create or dissolve a committee.

Chairpersons/Captain and Members:
Any member of ECMQG in good standing can belong to one or more committees at any one time.  Chairpersons/Captain will be appointed by a member of the Executive Board.

Chairperson/Captain Responsibilities:
The Committee Chairperson/Captain is responsible for the general supervision of the committee and it's membership.  The Committee Chairperson reports to the Executive Board.  The Committee Chairperson is responsible for providing the Executive Board periodic reports of pertinent information, including immediate concerns or issues.

Term:
The Executive Board will determine the term for the Committee and the Committee Chairperson/Captain.

Resignation and Removal of Committee Chairpersons/Captains:
The Executive Board may remove a Committee Chairperson no longer in good member standing.  In the event of removal or resignation, the Executive Board may appoint a replacement.

Meetings:
Each Committee may meet as needed and set it's own rules for quorums and voting.

Financial Affairs:
Each committee will work with the Treasurer.  At no time should the committee be considered independent of ECMQG nor fail to submit money or expenses to the Treasurer.

Bazaar and Show Captain:
Heads a committee to organize and establish a show featuring quilts made by members of ECMQG.  Creates guidelines and standards for each show, as decided in collaboration with the committee.

Block Lottery Captain:
Working with members of the Executive Board, creates and curates a series of modern quilt blocks for the calendar year.  Responsible for posting color palette, fabric suggestions, and tutorial links to the blog.  Provides a brief presentation at each regular meeting.

Charity Captain:
Creates and maintains a list of local charities interested in receiving quilts.  Proposes donation opportunities to ECMQG membership.  Organizes the delivery of any quilts made to the various charities.

Guild Outreach Captain:
Working with members of the Executive Board, finds ways to publicize and grow ECMQG, including creating and distributing marketing materials and handouts that fit within ECMQG's stated purpose.  Coordinates with other area guilds, shops, and groups to promote ECMQG. 

Hospitality Captain:
Welcomes visitors and new members during regular meetings and ensures their questions are answered.  Organizes snacks, food, other niceties, and supplies for meetings and other events.

Photographer:
Responsible for taking pictures at ECMQG meetings and events.  Responsible for uploading pictures to ECMQG Flickr group in a reasonable time period.

Swap and Challenge Captain and Bee Keeper:
Creates a schedule for various swaps, challenges, and bees to take place throughout the calendar year and is present to direct the activities of each.  Organizes swaps, challenges, and bees for ECMQG members.  Helps connect interested ECMQG members to online bees.

Workshop Captain:
Creates and develops a program calendar for demonstrations, speakers, and workshops.  Maintains a resource file of potential programs and speakers.
Invites guest speakers, arranges for workshop space, and establishes applicable fees.  Assists and provides coverage during each workshop or presentation.


Article VI:  Execution of Documents

General:
The Executive Board will be responsible for maintaining the good standing of ECMQG in all matters regarding legal documents and contracts.

Contracts:
The Executive Board has the power to execute contracts on behalf of ECMQG and to delegate such power to others on a case-by-case basis.


Article VII:  Guild Funds

All funds delivered to ECMQG will be deposited in ECMQG bank account(s).  The Treasurer will oversee the bank account(s) and will deliver any check or other payment of monies on behalf of ECMQG.  A member of the Executive Board will be designated as the back up to the Treasurer.

Treasurer Review and Reports:
A Treasurer's report will be given at every meeting.

Budget Adoption:
The Executive Board will approve a budget yearly.

Expenses:
Expenses totaling more than $100 will need to be approved by the Executive Board.

Audit:
There will be an audit of ECMQG funds every two years.  The audit will be conducted by a committee comprised of two or three ECMQG members.


Article VIII:  Indemnification and Insurance

Indemnification of Officers, Members, Volunteers:
ECMQG may purchase indemnity insurance as needed for ECMQG business.

Insurance:
ECMQG may purchase and maintain D&O insurance for any member of the Executive Board.

Fidelity Bond:
ECMQG may purchase and maintain a Fidelity Bond when non-profit status is achieved. 


Article IX:  Amendment

Amending the ByLaws:
The Executive Board may propose an amendment to the ByLaws at any time.  Proposed changes to the Bylaws should be published electronically via ECMQG's website two weeks prior to a regular meeting.  Voting will occur at that meeting with a simple majority of active members attending constituting an affirmative response.

Review:
ByLaws shall be reviewed annually and/or as needed by an appointed committee consisting of three members and the President.


Article X:  Dissolution

In the event of the disbanding or dissolution of ECMQG, any and all funds remaining (after paying liabilities) in ECMQG's bank account(s) will be turned over to another educational tax-exempt quilt guild or to a charity agreed upon, in advance.

The recipient(s) will be determined by a majority of the members present at a regular ECMQG meeting.


Article XI:  Requirements to be exempt as an Organization described in section 501(c)(3) of the Internal Revenue Code

Section 1.
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.
Section 2.
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 1 hereof and in article 1 of this constitution.
Section 3.
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.
Section 4.
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.
Section 5.
Upon the dissolution of the organization, 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.

Drafted August 16, 2013
Revised November 8, 2014
Revised February 14, 2015
Revised October 10, 2015
Revised October 14, 2017