Constitution & Bylaws

Revision Date: 2012
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ARTICLE I – NAME
The name of the organization shall be MUDSOCK QUILTERS GUILD hereafter referred to as MQG or “the Guild.”

ARTICLE II – PURPOSE
To impart knowledge of the arts and craftsmanship associated with needlework with an emphasis on quilting and patchwork. To further interest and encourage individuals in the performance of these arts. To educate, learn, preserve and pass along existing information about needlework with an emphasis on quilting, patchwork and allied arts. To exchange information and knowledge in these arts with Guild members and other Guilds.

ARTICLE III – MEMBERSHIP
Section 1
Membership shall be open to individuals who show a love of quilting and patchwork. Individuals seeking membership will complete a membership form and pay yearly assessed dues.

Section 2
A guest may attend two meetings before becoming a member.

Section 3
Paid members are eligible to attend all Guild meetings and functions.

Section 4
Members shall make a fabric name tag within two months of joining the Guild. Each member not wearing a fabric name tag to meetings shall be assessed a fee of $.25. The money accumulated shall be used for hospitality expenses.

Section 5
New members shall be given a copy of the Constitution and Bylaws.

Section 6
A roster of the current members shall be prepared for the March/April meeting. The roster is only to be used for the purpose of member to member and guild communication.

ARTICLE IV – DUES
Section 1
Dues will be assessed annually and will be payable at the January meeting. The amount of the dues is to be determined by the Executive Board.

Section 2
Only members whose dues are paid shall be entitled to vote at the annual election, on matters of policy, and on amendments to the bylaws.

Section 3
New and renewing members pay the full amount of yearly dues when joining or rejoining MQG during the months of January through June. From July 1 through October 15th, new members shall pay half the yearly amount. After October 15th, the current year’s dues will be waived with a paid membership for the next year.

ARTICLE V – OFFICERS AND EXCUTIVE BOARD AND THEIR RESPECTIVE DUTIES
Section 1
The officers of MQG shall be President, Vice President, Secretary, Treasurer. The officers, chairpersons of standing committees and the immediate Past President shall hereafter be known as the Executive Board.

Section 2
The President shall preside at all meetings of MQG. The President shall appoint the standing committee chairs to serve for one year and shall be an ex-officio member of all committees except for the Nominating Committee. At the discretion of the President and after consulting with the Executive Board, the President shall act on minor matters whenever they cannot be taken up at a regular meeting. In the event that neither the President nor the Vice-President is able to attend the general meeting, the Secretary shall conduct the business of the MQG. The outgoing President shall act as an adviser for MQG for one year immediately following the term of office.

Section 3
The Vice President shall conduct the business of the MQG during the absence of the President. The Vice President is the the current Program Chair. As Program Chairperson the Vice President must plan the January and February programs for the following year. If the office of the President becomes vacant, the Vice President shall succeed to the office of President for the remainder of the term of the office.

Section 4
The Secretary shall keep a record of all meetings, including attendance lists; shall conduct all correspondence; and shall keep all records, documents, and copies of all correspondence pertaining to the activities of MQG on file. A copy of the Constitution and Bylaws and any amendments thereto shall be kept in the book of minutes. The Secretary shall email Board meeting minutes to all Board members at least two weeks before the next Board meeting and shall provide copies of the Board meeting minutes for those without email access. The Secretary shall make available a copy of the Board meeting minutes to any MQG member who requests them. Copies of the Executive Board meeting minutes will be available to the membership by the first Guild meeting following the Executive Board meeting.

Section 5
The Treasurer shall serve a term of two years. The Treasurer shall keep an account of all monies received and make payments and disbursements. The Treasurer shall assist in the preparation of the budget for MQG. The Treasurer shall make an end of year report to the membership in January. In the event of the Treasurer’s inability to act as Treasurer, the President is also authorized to make such payments and disbursements, until such time as a new Treasurer is appointed or elected to fill any vacancy of office. The Treasurer shall be responsible for filing tax forms and the annual report for her year in office. The annual report to the state must be filed by the end of the quarter following the end of the fiscal year. The annual report forms are provided by the state. The Treasurer shall post a detailed financial statement at the general meeting following a Board meeting. At the end of the Treasurer’s term she shall submit the MQG records for an independent audit ordered at the Board’s discretion. The results of the audit should subsequently be reported in the MQG newsletter. All checks for the amounts of $500.00 or greater in MQG’s General Account shall be co-signed by the Treasurer and the current Guild President to make the endorsement consistent with bank requirements.

Section 6
The Show Chair shall serve for a term of two years. The Show Chair shall conduct the business of planning, executing, and finalizing the forthcoming Guild quilt show. Specific responsibilities include locating and contracting for a site for the show, preparing a budget for the show with the Guild Treasurer, appointing committee chairs as necessary for conducting the show, monitoring the chairs progress and reporting show progress at each Board meeting. Show committee chairs shall report to the Show Chair, who is accountable to the MQG’s Board. The Show Chair shall have in her possession all Show Reports from previous shows and will pass them on to her successor, with the final show report by two months after the show year. Within two months following the biannual quilt show a new Show Chairperson will be appointed.

Section 7
It shall be the responsibility of the Executive Board to create and approve an annual budget and to report this budget to the membership at large via publication in MQG newsletter. Each Board member shall have one vote on all questions of policy and present recommendations to MQG. Any Standing Committee as listed having two or more chairpersons (Co-Chairpersons) will be allowed one vote. To hold a vote on questions of policy, a quorum of the voting members of the Board must be present. Assuming there is a quorum and a vote is called for, then a simple majority of the voting members present will determine the vote.

If a voting member of the Board cannot be present at a Board meeting, she may elect to pass her proxy to a subcommittee member, with instructions to use that vote as directed by that Board member. Such proxies must be signed by the voting Board member (electronic proxies such as email or text messages are acceptable) and presented to the presiding officer at the beginning of the Board meeting to be considered valid.

In the event of a tie vote, the President will cast the deciding vote. Additional Committees may include, but are not limited to the following: Block of the Month, Historian, Hospitality, Logo & Fund Raising, Membership, Newsletter, Show & Tell, Special Projects/Sunshine. Committee Chairs shall submit a report to the board ten days prior to each Board meeting if requested by the Board. Chairs shall submit an annual report, to each of the outgoing Executive Board member at the end of the calendar year.

Section 8
If a vacancy occurs in the MQG Executive Board, the MQG Executive Board shall have the right to fill the vacancy for the remainder of the unexpired term of office.

ARTICLE VI – SPECIAL ACTIVITIES
Section 1
A quilt show may be held biannually.

Section 2
The Show Chair will appoint the Show Committee.

Section 3
In conjunction with the MQG biannual Quilt Show, the Quilt Show Committee may construct a quilt. If the Quilt Show Committee creates a quilt and raises funds, the Quilt Show Committee may recommend to the Guild Board that a portion of these funds be donated to a charitable organization (other than MQG). If MQG Board agrees to donate a portion of these funds to a charitable organization, no more than 25% of the net profits may be donated.

Section 4
In conjunction with the MQG biannual Quilt Show, the Quilt Show Committee may hold a quilt auction as a fundraiser. If the Quilt Show Committee holds a quilt auction and raises funds through the sale of these quilts, the Quilt Show Committee may recommend to the MQG Board that a portion of these funds be donated to a charitable organization (other than MQG). If the MQG Board agrees to donate a portion of these funds to a charitable organization (other than MQG), no more than 50% of the net profits may be donated.

ARTICLE VII – NOMINATING COMMITTEE
Section 1
The president shall be responsible for the appointment of a Nominating Committee, which shall consist of three members, chosen annually in October.

Section 2
Every year, the Nominating Committee shall prepare a list of candidates for the offices of President, Vice President and Secretary in its list of offices to be filled. Candidate’s names shall be presented at the November annual meeting.

Section 2.5
In odd years, the Nominating Committee shall add the Treasurer to its list of offices to be filled at the annual meeting. The Treasurer serves a two year term. Candidate’s names shall be presented at the November meeting. Nominations from the floor are in order.

Section 3
Each nominee for office including nominations from the floor must give consent to accept the nomination for office and be fully advised as to the responsibilities of that office.

Section 4
The Chair of the Nominating Committee shall hold the election of officers at the annual meeting If there is more than one candidate for the same office, election shall be by ballot and a majority vote shall elect. If there is only one candidate for each office, it will be in order for the Chair of the Nominating Committee to cast the vote of the membership for the slate of officers presented.

ARTICLE VIII – MEETINGS
Section 1
There shall be one general meeting on the second Monday of each month at which all official Guild business shall be conducted.

Section 2
The annual meeting for the election of officers shall be in December.

Section 3
Newly elected officers shall assume their duties on January 1 through December 31.

Section 4
Meetings of MQG Board shall be held at least quarterly and at the call of the President. All MQG members whose membership is current are encouraged to attend the MQG Board meetings.

ARTICLE IX – QUORUM
A quorum of a regularly called meeting shall be one-third of the membership.

ARTICLE X – ORDER OF BUSINESS
The order of business at meetings of MQG shall be at the discretion of the President and may include the following:

Call to order
Greeting of members and guests
Announcements
Reports from officers and committees
Unfinished business
New business
Program
Show and Tell and Door Prizes
Adjournment

ARTICLE XI – PARLIMENTARY AUTHORITY
Board meetings shall be presided over by the President or her representative, who shall conduct the discussion of issues in a civil fashion, allowing members to express their opinions while maintaining general order. The president shall decide when the discussion on an issue is closed and whether a vote shall be taken. Voting on issues shall occur only if a quorum of voting Board members is present; a simple majority will decide the vote.

ARTICLE XII – AMENDMENTS
Provided that there is a quorum of the paid membership present, the Constitution and Bylaws may be amended at any regular meeting of the Mudsock Quilters Guild. Notice of any Bylaw amendments shall be thirty days prior to a vote.

ARTICLE XIII – ADDRESS
In keeping with the guidelines for incorporation, the Guild will maintain a registered agent (typically the Treasurer) with a registered physical office or address, other than a post office box, located in the State of Indiana for the purposes of serving a summons or other legal communication. The Guild shall notify the State if the agent or agents address changes.

ARTICLE IX – DISOLUTION OF MUDSOCK QUILTERS GUILD
Section 1
The membership may vote to dissolve the Mudsock Quilters Guild at any general meeting of the Guild by a simple majority vote, providing that a motion to dissolve has been submitted in writing at the previous general meeting.

Section 2
In the event of dissolution, the Executive Board shall, after paying or making provisions for payment of all of the liabilities of MQG, all remaining assets shall be distributed to a 501 (c) (3) organization with similar purposes. No funds shall go to benefit the Executive Board of MQG or its members.