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.
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.
The Web Manager is responsible for maintaining an online presence for the guild. The web manager will maintain the social media platforms of the guild including but not limited to the Google account, Facebook account, Instagram account, and Pinterest account. The Web Manager will work closely with the Executive Board and committee chairs/captains for content production. The Web Manager will enlist the assistance of additional team members as needed. The Web Manager will ensure high standards of website etiquette befitting a non-profit organization.
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 February 14, 2015
Revised October 10,
2015
Revised October 14, 2017
Revised September 18, 2018
Revised October 14, 2017
Revised September 18, 2018