OSNABURG QUILT & FIBER ART GUILD BY-LAWS &
Article I. NAME AND PURPOSE
This organization shall be known as the OSNABURG QUILT & FIBER ART GUILD, hereinafter called “The Guild”.
The purposes of The Guild are:
(a) To preserve, perpetuate, encourage, and advance the art of quilting and all fiber related arts for our members and the general public.
(b) To provide an opportunity for members to gather, learn, teach, and exchange ideas and information in order to encourage individualism and a high standard of design and technique.
(c) To promote quilting and fiber arts to the general public as a valuable art by increasing awareness of quilt history, design, and preservation through teaching, publicity, and exhibits.
(d) To engage in any lawful act or activity for which nonprofit corporations may be organized under the laws of the State of Ohio.
Notwithstanding any provision to the contrary, this guild is organized exclusively for
charitable and educational purposes including, for such purposes, the making of
distributions to organizations that qualify under Section 501(c)(3) of the
Internal Revenue Code of 1954 (or the corresponding provision of any future
United States Internal Revenue Law).
(a) No part of the net earnings of the guild shall unjustly enrich any Board members, officers or any individual members, except that the guild 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 these by-laws.
(b) No substantial part of the activities of the guild shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the guild shall not participate in or
intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
(c) Notwithstanding any other provision of these articles, the Guild shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law) or
(b) by a corporation, contributions to which are deductible under section
170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision
of any future United States Internal Revenue Law.)
Article II. MEMBERSHIP, DUES AND GUESTS
This organization shall function as a membership organization. All members will have a
voice in the running of this organization.
Section 2.01 Membership.
(a) This Guild does not discriminate on the basis of race, color, religion,
national origin, ethnic origin, handicap or disability.
(b) Membership in this Guild is open to anyone who is interested in sewing or any of the fiber arts, which include quilting, spinning, crochet, weaving, knitting, any type of embroidery, doll making, sculpture, wearable arts, etc.
(c) There is no membership limit and no membership requirements beyond the payment of annual dues.
(d) Membership shall be by the completion of a membership application and the
payment of current dues.
(e) This organization shall keep a record of all members and shall have
available a directory of members. This directory shall not be used for
(f) Members shall be eligible to vote on all amendments of the by-laws, for
the election of all officers, and for any guild business that may be brought before the membership at any Guild meeting.
Section 2.02 Dues.
(a) Members are considered in good standing upon payment of current dues.
(b) The membership year shall be from January 1st through December 31st and shall comply with the fiscal accounting period ending on December 31st.
(c) Membership dues shall be at such rate as may from time to time be prescribed by the Board of Directors and approved by the general membership at any general membership meeting. The annual dues are payable on or before the March meeting of each year.
(d) Current annual membership dues are $15.00. Members joining after the March meeting shall pay dues on a pro-rated basis, based on $1.25 per month.
Section 2.03 Guests.
(a) Guests are welcomed and encouraged to attend.
(b) After 2 visits a guest shall be expected to make application for membership
ARTICLE III: BOARD OF DIRECTORS – DUTIES OF OFFICERS
Section 3.01 Board of Directors.
The Board of Directors shall consist of the following officers: President, Vice President, Secretary, Treasurer, Membership Chairman, News-reporter and Past President. All
members of the Board of Directors shall serve without fee or salary.
Section 3.02 Election and Terms of Officers and Directors; Filling Unexpired Terms
(a) Any member in good standing is eligible for nomination and election as an Officer or elected Director of The Guild. The Officers and elected Directors shall be elected at an election meeting of The Guild held in February of each year. Officers shall be elected by a majority vote of those present, and shall assume office at the adjournment of said meeting.
The offices of PRESIDENT and SECRETARY shall expire in even numbered years.
The office of VICE PRESIDENT and MEMBERSHIP CHAIRMAN (aka Asst. Secretary) and TREASURER shall expire in odd numbered years.
(b) Officers shall serve for a term of two years. A director may serve more than one term– however only 1 term can be in the same capacity (A person can be 2 years as President, 2 Years as Secretary and then 2 years again
(c) In the event of a resignation from office, the President or Vice President shall recommend a replacement and publish that member’s name in the newsletter. At the regular Guild meeting following publication, a majority vote of those attending shall be necessary to approve the replacement.
Section 3.03 Duties of the Board.
The Board shall
(a) Review and recommend all budgets to the general membership for approval;
(b) Establish guidelines under which The Guild operates;
(c Carry on the business of The Guild between regular meetings;
(d Report its action to the general membership.
Section 3.04 Removal of Directors/ Elected Officers.
(a) Any elected Officer may be removed from such office by a two-thirds vote of The Guild members present and voting at a regular meeting for which a quorum is present for
(1) violation to these Bylaws or
(2) engaging in any other conduct prejudicial to the best interest of The Guild.
(b) The removal process is as follows:
(i) The Board of Directors shall prepare a written statement of charges explaining why that Officer is being removed from office and shall include the date, time and place of the next Guild regular meeting during which the Guild membership shall vote on removal. The statement shall be sent by certified or registered mail to the last known address of that Officer. The statement also shall be published in The Guild newsletter prior to the regular Guild meeting during which the removal issue shall be on the agenda.
(ii) The Officer named shall have the opportunity to appear before The Guild or to forward a written statement in defense against such charges within thirty (30) days after the date on which the Board of Directors has mailed the written statement of charges.
(iii) Following the vote by Guild members, the Board of Directors shall mail a written notice advising of The Guild’s final decision regarding removal.
Section 3.05 Duties of Officers:
The President shall Enforce these by-laws
* preside at all Board and Regular Guild Meetings;
* Develop a program calendar on a yearly basis (speakers, demo’s, workshops, etc)
* be an ex- officio member of all committees, except the Nominating Committee;
* be authorized to sign checks;
not have a vote except when her/his vote shall affect the outcome;
* call special meetings, as necessary
be empowered to appoint special committees as necessary;
* serve as the chairman of the yearly audit committee:
* perform such duties as incidental to the office.
The President, immediately upon completion of the normal term of office, shall
become an ex-officio member of the Board, with vote, for two years.
(b) Vice President:
The Vice President shall
* assist the President in performing his/her duties as listed above, and,
in the absence of the President, perform all the duties of the President
* assume the presidency if for any reason the President is unable to finish the term of office.
The Vice President shall also be signatory on all bank accounts.
The Secretary shall*
* keep minutes of all meetings of the Board of Directors and the monthly membership meetings
* submit the minutes to the Board of Directors and the newsletter editor for publication or present them at the next meeting.
* handle all incoming or outgoing correspondence incidental to that office.
* be signatory on all bank accounts.
The Treasurer shall
act as custodian of the funds in accordance with the annual budget
Collect membership dues from membership chairman
* Pay any expenses of the Guild
keep all Guild-related financial records and present an itemized account
of receipts and disbursements at each Board of Directors’ meeting.
Issue receipts to Committee chairperson for monies received monthly for Special Projects
(Tea’s, Shows. etc)
* submit a monthly report for publication in the newsletter
* follow the regulations of the Internal Revenue Service, the State of Ohio and local regulations.
* make books available for an annual audit,
(January 1st through December 31st) no later than January 15th,
Write a yearly report, including income sources, detailed outgoing
expenses and balances of all accounts
* set up Bank accounts that will require 2 Board members signatures for withdrawal from any accounts.
* sit on any committee involving finances – except the audit committee. * file all necessary tax forms each year.
The treasurer shall also oversee the financial policies of this Guild:
1. The fiscal year shall be from January 1 to December 31
2. All officers shall be signatory on any and all Banking accounts
3. Two signatures shall be required on all checks.
4. The general membership shall approve all expenditures in excess of $50.00
5. To be reimbursed for Guild expenditures, all receipts must be submitted
to the Treasurer
6. All income received on behalf of the Guild, must be turned into the Treasurer, and may not be offset by expenses incurred
8. Bills submitted shall be paid the following month.
9. Issue receipts for money that is turned in prior to or during any
Guild Special event.
7. All checks for the Guild must be made payable to: OSNABURG QUILT & FIBER ART GUILD.
8. No officer may sign a check written to his/her self.
(e) Membership Chairman
* Welcome new members and develop an application for them to file which contains contact information as well as topics they would like to learn and
areas of interest.
* Collect and account for all members dues
* maintain a system for membership applications and maintain attendance records.
* maintain a talent and interest sheet of members.
* maintain a nametag system.
* Collect membership dues and keep records and turn the money over to the treasurer at each monthly meeting.
* Report any members illness or death in membership family
* Record members attendance
(F) News Letter Editor Serves as a liaison between Officers of the Guild and the membership, by keeping the membership informed, by e-mail
or sending each member monthly newsletter. The newsletter will include the Secretary’s minutes of the last meeting, the Treasurers report of the last
meeting, a letter from your President, committee chairmen reports, etc.
Article IV. MEETINGS
Section 4.01 The General Membership Meeting.
The Election Meeting of The Guild shall be held in February of each for the purpose of
electing Officers approving the budget for the ensuing year; and presentation of Guild activities for the past year by the President.
Section 4.02 Board of Directors’ Biennial Meeting.
A joint meeting of the outgoing Board of Directors with the incoming Board of
Directors shall be held yearly in March
Section 4.03 Board of Directors’
Regular meetings of the Board of Directors shall be held at such time and place as the
Directors may determine. Special meetings shall be called by the Board of
Directors, as needed. Upon request of any two members of the Board, the President shall call a special meeting for all members of the Guild
Section 4.04 Regular Guild Meetings.
Regular meetings of the membership are generally held each month. (4th Tuesday)
Section 4.05 Quorum: (a)
A quorum for conducting business at regular Guild meetings shall consist of 51%
percent of the membership present at the meeting.
(b) A quorum for conducting the business of the Board of Directors shall consist of
a majority of the members of the Board.
Article V. STANDING COMMITTEES
Committees shall be formed as needed, by the Board of Directors, to satisfy the programs
and needs of the organization. Members may serve on more than one committee, but the Chairman may lead only one committee. Committee chairman positions
are on a voluntary basis and therefore do not require a vote by the general
membership. Committee chairmen shall administer their respective activities and be responsible to the Board of Directors.
The Chairs of the Standing Committees shall be appointed by the President.
Each chairman shall delegate members from the general membership to serve on these Committees, on an as-needed basis each year. The President shall appoint Chairmen to the following committees, on an as-needed basis.
Members can serve unlimited terms on these committees and each member is encouraged to serve.
Chairmen shall appoint their own committee members and meet as needed. Committees which may be needed include:
COMMUNITY SERVICE PROJECTS
Each Committee Chairman shall submit to the Treasurer a report of all monies, receipts, ticket stubs, etc. All Committee’s funds should be turned in the Treasurer as the money is received during the regularly scheduled membership meeting, with a report of where the money was received or spent. The treasurer shall issue the Committee Chairman a receipt for all money that has been turned in.
(a) Other committees may be appointed by the president as necessary, or on an as
needed basis for: Friendship blocks, round robins or block exchanges, Membership recruitment, library, equipment, publicity, hospitality, workshop, Budget, etc.
Article VI. INDEMNIFICATION
(a) The Guild shall indemnify each member of the Board of Directors the defense of
civil or criminal actions or proceedings as hereinafter provided and
notwithstanding any provision in these Bylaws, in a manner and to the extent
permitted by applicable law.
(b) The Guild shall indemnify each of its Directors and Officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against the Director or Officer by reason of being or having been such a Director or Officer and acting within the scope of the Director or Officer’s official duties, but only when the determination shall have been made judicially or in the same manner herein provided that the Director or Officer acted in good faith for a purpose which the Director or Officer reasonably believed to be in the best interests of The Guild and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that the Director or Officer’s conduct was unlawful.
(c) The indemnification shall be made only if The Guild shall be advised by its
Board of Directors acting
(1) by a quorum consisting of Directors who are not parties to such action or proceeding
upon a finding that, or
(2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of legal counsel that, the Director or Officers has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent legal counsel.
(d) Every reference herein to a member of the Board of Directors or Officer of The
Guild shall include every Director and Officer thereof and former Director and
Officer thereof. This indemnification shall apply to all the judgments, fines, amounts of settlement and reasonable expenses described above whenever arising, allowable as stated above. The right of indemnification herein provided shall be in addition to any and all rights to which any Director or Officer of The Guild might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.
Article VII. DISSOLUTION
In the event of dissolution of The Guild, the Board of Directors shall, after
paying or making provision for payment of all of the liabilities of The Guild,
dispose of all of the assets of The Guild exclusively for the purposes of The
Guild in such manner, or to such organization or organization organized and
operated exclusively for charitable and educational purposes as shall, at the
time, qualify as an exempt organization or organizations under Section
501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of
any future United States Internal Revenue Law), as the Board of Directors shall
determine. Any such assets not so disposed of shall be disposed of by the Court
of Common Pleas of the County in which the principal office of The Guild is
then located, exclusively for such purposes or to such organizations, as said
Court shall determine, which are organized and operated exclusively for such
Article VIII. PARLIAMENTARY AUTHORITY
The latest edition of Robert’s Rules of Order shall be the source of authority in
all questions of parliamentary procedure. When Robert’s Rules of Order are
inconsistent with the Bylaws of The Guild, the Bylaws shall prevail.
The meeting agenda shall be as follows:
Call to Order
Secretary’s report of minutes of the
Show & Tell
Article IX. AMENDMENTS
These Bylaws may be amended at any Regular Guild Meeting by a two-thirds vote of members attending the meeting. In the month prior to voting upon any amendments, the amendments must be published in the newsletter and presented at the Regular Guild Meeting. All amendments adopted by the membership shall be submitted to the Secretary of the State of Ohio and the internal Revenue Service, as required by law,
RECORD OF AMMENDAMENTS:
09/2012 Section 2.02 DUES
01/27/2015 Section 3.01 Board of Directors
01/27/2015 Section 3.02( A) : 3.02(B)
Election & Terms of Officers & Directors
01/27/2015 Section 3.05(d) Treasurer
01/27/2015 Section 3.05 (a) Membership Chairman
01/27/2015_ Section 3.05 (f) Newsletter Editor
01/27/2015 _Section 5.02 Committee Chairmen