BYLAWS

OSNABURG QUILT & FIBER ART GUILD BY-LAWS &

Adopted 2009

Ammended  09/2012

Amended 01/27/2015

Article I. NAME AND PURPOSE

Section 1.01

This organization shall be known as the OSNABURG QUILT & FIBER ART GUILD, hereinafter called “The Guild”.

Section 1.02

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.

Section 1.03

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).

Section 1.04

(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
commercial purposes.

(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.
(Amended 09/2012)

(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 termhowever 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
as President
.

 

(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:

 

(a) President:

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.

(c) Secretary:

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.

(d) Treasurer:

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 Meeting.

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

Section 5.01

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.

Section 5.02

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

FUND RAISERS

HISTORIAN

HOSPITALITY

PUBLICITY

LIBRARAIN

PROGRAM

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.

Section 5.03

(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

Section 7.01

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
purposes.

Article VIII. PARLIAMENTARY AUTHORITY

Section 8.01

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
last meeting

Treasurers report

Old Business

New Business

Program

Adjournment

Show & Tell

Social time

Article IX. AMENDMENTS

Section 9.01

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
4.01 Meetings

01/27/2015__ Section
4.02 Meetings

01/27/2015   _Section 5.02 Committee Chairmen

Leave a Reply

Your email address will not be published. Required fields are marked *

*


− 5 = four

You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <strike> <strong>


Warning: fsockopen() [function.fsockopen]: php_network_getaddresses: getaddrinfo failed: Name or service not known in /home/content/16/7502316/html/wp-content/plugins/sweetcaptcha-revolutionary-free-captcha-service/library/sweetcaptcha.php on line 72

Warning: fsockopen() [function.fsockopen]: unable to connect to www.sweetcaptcha.com:80 (php_network_getaddresses: getaddrinfo failed: Name or service not known) in /home/content/16/7502316/html/wp-content/plugins/sweetcaptcha-revolutionary-free-captcha-service/library/sweetcaptcha.php on line 72
Couldn't connect to server