By-law changes suggested--Please read.

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It's that fun time of year again when the air is crisp, leaves are crunching underfoot...
and your guild board wants to talk about changes to the by-laws!

The changes applicable to all members are as follows:

1. Adding appointed board positions with clear delineation of duties, namely programming coordinators, charity coordinator, communications assistant and retreat committee chair.  These positions are necessary if the guild is to move forward and continue any of the efforts that were started this year.

2.  The board will be allowed to award first chance slots to guild workshops and guild retreats to those people that put a lot of effort into making those events happen.  This is crucial to getting the volunteer help needed.  

3.  General meeting and board meeting frequency decrease from at least monthly to at least 10 times per year.  This is to allow future boards the option to take summers off if that board and the membership decide that is appropriate.

All of the changes are highlighted below.  Anything in red type is an addition and anything in red strikethrough is a deletion.  You will be getting an email in the next week to vote on these changes.
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THE WASHINGTON DC MODERN QUILT GUILD BY-LAWS
Draft revision October 11, 2015

  1. BACKGROUND

  1. Name and Location. The name of this organization shall be the Washington DC Modern Quilt Guild, also referred to as “the DCMQG” and “the Guild.” The Guild’s home is the greater metropolitan area of Washington, DC.

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

  1. Purpose. Within the scope of these purposes the Guild is organized and operated to:

    1. Develop and encourage the art of modern quilting;
    2. Work with other guilds and groups with a similar purpose;
    3. Encourage new quilters and other fiber artists from all backgrounds to explore modern quilting;
    4. Offer educational opportunities to members and the greater community through classes, workshops and sharing of information; and,
    5. Support and provide opportunity for “charity” or other works that provide back to the community through the use of modern quilting skills.

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

  1. ORGANIZATIONAL STRUCTURE OF THE DCMQG

Individuals may participate in the DCMQG through membership and by serving on the board of directors or as an elected officer or on a Guild committee. Guests are welcome to try Guild activities (maximum of two) before joining as a member.

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

  1. Qualification. 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.

  1. Dispensation of Earnings. 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 Article II, Section A(1) and in Article I, Section C of this constitution.

  1. Restrictions on Activities. 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.

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.

  1. Dissolution. 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.

  1. Members and Guests. Members are considered in good standing as long as their dues are current and they have abided by the requirements for all activities, including, but not limited to, sewing swaps, challenges, and service projects, in which they have volunteered to participate.

  1. General Members. General membership is open to any person regardless of race or color, sexual orientation, religion, national origin, age, gender, marital status, or disability, who agrees to the purpose of the Guild, submits the Guild membership form, and pays dues. Members who have received a scholarship shall be considered to have paid their dues. General members are eligible for office and committee positions. General members are entitled to the following:

  1. Entry to all general meetings at no additional cost;
  2. First opportunity to register for special events and sewing challenges (special events may require additional costs, such as those associated with hiring a professional instructor or purchasing supplies);
  3. Access to the Guild membership roster, with the understanding that the roster will not be used for commercial gain or fraudulent purpose;
  4. Voting rights in Guild officer elections, motions, polls, and by-law amendments; and,
  5. Additional benefits as provided by the national Modern Quilt Guild.

  1. Junior Members. Members who are aged 13 to 22 years are considered junior members. Junior members shall pay 50% of the regular dues amount.  Junior members shall have all the privileges of general members, except junior members may not hold an elected office. Junior members may, however, serve on committees.

  1. Members not in good standing. Members not in good standing may not vote in elections, may not run for office, serve on the Board of Directors, or join committees, and may not participate in workshops, sewing challenges, or swaps.

  1. 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 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.

  1. Revocation of Membership. Membership may be revoked in cases of actions that threatens the charitable status of the Guild, or as determined by the Board of Directors.

  1. Guests. Guests may attend up to two general meetings in a calendar year at no cost, but are expected to pay dues and become general members upon attending a third Guild general meeting in one calendar year. If space permits, guests may register for special events at a cost determined by the Guild officers. Guests may not vote in Guild officer elections or Guild business, nor may they participate in Guild activities, such as sewing challenges or swaps.

  1. Elected Officers. Elected officers manage the financial and business procedures of the Guild. The elected offices are President, Vice President, Secretary, and Treasurer.

  1. President. The President shall:

    1. Establish the vision and guide programming for the Guild for the calendar year;
    2. Create and dissolve all committees needed to execute the Guild program of educational, service, and networking activities;
    3. Oversee all activities necessary for the Guild to function, such as setting agendas and securing locations for general meetings and organizing special events;
    4. Contribute to writing and communication through the Guild social media site(s);
    5. Supervise and control the affairs of the Guild and shall exercise such supervisory powers as may be given by the Board;
    6. Preside at all board meetings;
    7. Serve as an ex-officio member of all standing committees, unless otherwise provided by the Board or these Bylaws;
    8. Set the agenda for each meeting of the Board; and,
    9. Have the general authority to execute contracts in the name of the Guild; to cause the appointment of agents of the Guild as the proper conduct of operations may require; to remove or suspend any agent; and in general to exercise all the powers usually appertaining to the office of president of a Guild, except as otherwise provided by law, the Certificate of Formation or these Bylaws.
    10. Cast a second vote for any vote taken by the Board of Directors which results in a tie.

  1. Vice-President. The Vice President shall:

    1. Serve as assistant to the President in all matters;
    2. Secure locations for general meetings
    3. Contribute to writing and communication through the Guild social media site(s); and,
    4. Have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the President or the Board of Directors.

  1. Secretary. The Secretary shall:

    1. Give all notices in accordance with these Bylaws or as required by law;
    2. Take or ensure that someone takes minutes of all meetings of the committees and Board, and shall keep true copies of all minutes as part of the corporate records;
    3. Maintain custody of the records;
    4. Keep a record of the names and addresses of each Director, officer, and employee of the Organization;
    5. Perform all duties incident to the office of Secretary;
    6. Shall record the Guild’s activities and accomplishments for the year; and,
    7. Maintain the Guild membership roster for communication with the guild (MailChimp or similar) and social media site(s).   

  1. Treasurer. The Treasurer shall be the chief accounting and financial officer of the Guild and shall:

    1. Collect yearly dues and payments for special events;
    2. Have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Guild;
    3. Supervise the accounting and auditing practices of the Guild and shall have charge of all matters relating to taxation;
    4. Shall pay all invoices and debts, and sign checks with the President or Vice-President as co-signers, for any amount over $300; if co-signature is not possible, then there should be clear written communication between the treasurer and the president in typed meeting minutes and/or in emails between the dcmodquilts and dcmqgtreasurer accounts.
    5. Lead the review of the Guild finances at the end of the fiscal year;
    6. Maintain the Guild membership roster (master email list or similar) and membership in MQG, and,
    7. Shall contribute to writing and communication through the Guild social media site(s).

  1. Term.  Elected Officers shall hold a one year term from January 1st to December 31st.  Officers may run for two consecutive terms in the same position, after which they may not hold that position for a one year period.  This does not prevent an individual from holding a different elected position the year following the two year term limit, and there are no cumulative term limits across positions.  

  1. Duties of Officers. Officers will perform their duties in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Guild. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the performance of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Guild or another person that were prepared or presented by a variety of persons, including officers and employees of the Guild, professional advisors, or experts such as accountants or attorneys. An officer is not relying in good faith if the officer has knowledge concerning a matter in question that renders reliance unwarranted.

  1. Board of Directors. The board of directors shall include the Elected Officers with the option to appoint up to two five additional members for the same term of office as the elected members. The appointed Members of the Board support the Officers by serving as committee chair people and providing advice as requested.

  1. Appointment. Appointed Board Members shall be appointed by the Officers on or before January February 15th.

  1. Suggested appointees include:
    1. Two programming directors:  Programming director is a two year position with a one year overlap with the next programming director. In the first year of the position, the director would schedule programming for the following year and assist in implementing the current year’s schedule.  In the second year of the position, the director would lead implementation of his or her planned schedule while training the new programming director.  Programming directors will need to coordinate closely with the board to choose workshop/lecture locations and pricing, and to send out communications to the entire guild.  Programming directors will also be expected to initiate and follow up on contracts with visiting speakers, contracts with venues, securing equipment needed (irons, ironing boards, design walls, microphones), make plans for refreshments and/or ordering lunches and everything else that is needed for a workshop to run smoothly.  Advertising may be needed for any events larger than the guild can fill.  If there is space and time to allow for pop up shops, this should be considered also.  Tasks may be shared with the rest of the board, but both programming directors will be expected to take tasks on first.

    1. Charity coordinator--assists with scheduling one to two charity sewing meetings per year, solicits batting donations, matches donations of quilting time with donations of quilt tops, solicits fabric, solicits prizes and manages group quilts. Charity director can also establish a charity committee and may share the above duties with the committee but must ensure that tasks are completed and communicate with the elected board.

    1. Communications assistant:  Assists with blog posts, social media posts, and helps facilitate online board meetings and online email campaigns to the members.

    1. Retreat committee chair: schedules, recruits help and organizes at least one guild retreat per year

  1. Recognizing the volunteer time and effort that goes into planning retreats and workshops, the board may award a maximum of five (5) first chance slots for these events. These slots would be awarded to individuals who have been instrumental in the event taking place, and care should be taken to ensure that as many members of the general membership can still participate as possible.  (i.e., an event that took two months to plan and can only have 10 participants should not have 5 reserved slots for board members.  An event that required two years of work from multiple board members and can hold 25 participants would probably warrant up to 5 reserved slots.)

  1. Committee Chairs. Each appointed Board Member shall chair at least one committee, as appointed by the Officers. The elected board officers may take on the role of one of the suggested appointees if they so choose.

  1. Duties of Directors. Appointed Board Members will perform their duties in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Guild. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances.  In the performance of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Guild or another person that were prepared or presented by a variety of persons, including officers and employees of the Guild, professional advisors, or experts such as accountants or attorneys. A board member is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.

  1. Committees. Committees are created by the Elected Officers for the purpose of executing Guild program activities. All Guild members in good standing may join one or multiple committees, so long as they maintain their membership in the Guild and can fulfill all required tasks. New committees may be suggested by any member.

The appointed committee chairperson is responsible for providing reports of all committee activities to the President.  Reports may include project progress, sign-ups, due dates, and budgets to the officers. Upon leaving the post of committee chairperson all information, books, and data must be given to the President.

  1. EDUCATIONAL, SERVICE, AND NETWORKING ACTIVITIES OF THE DCMQG

The Guild fulfills its mission to support and encourage the growth and development of modern quilting by providing opportunities for education, service, and networking in the form of general meetings, special events and sewing challenges, social media, and community service activities.

  1. General Meetings. The Guild shall hold monthly 10 or more general meetings and notify all members of the meeting schedule through email and/or publication on the Guild social media site(s). All members and guests are required to record their attendance at each general meeting with the Secretary. The agenda for general meetings shall be determined by the President. The President may choose to substitute a special event for the general meeting in any month.

  1. Special Events & Sewing Challenges. The President may elect to hold special events and sewing challenges during the year. Registration may be required when a fee is necessary or admission is limited. Members are given first opportunity to register for special events and sewing challenges. Guests may be allowed to register for special events as space permits and at the discretion of the President; however, guests and members who are not in good standing may not participate in sewing challenges. Fees and registration requirements for special events and sewing challenges will be described in email invitations and on the Guild social media site(s). If a member accepts materials for service projects and does not submit a completed product or return the materials within the required timeframe, then the member shall fall out of good standing and will no longer be able to participate in service projects. If a member accepts materials for sewing challenges and does not submit a completed project, then the member will be asked to sit out the next challenge.

  1. Social Media. The Guild officers or board members shall manage and maintain social media site(s) to inform members of Guild activities. All members may submit content for social media sites.

  1. Community Service Activities. At least one meeting a year will be devoted to a service project directed by the President or Charity Coordinator.

  1. FINANCIAL AND BUSINESS PROCEDURES OF THE DCMQG

The Guild shall collect dues and provide a system for the election of officers to oversee the execution of the mission of the DCMQG. See appendix for graphical representation of guild financial and business procedures.

  1. Member Dues and Financial Management.

  1. Member Dues. Dues are collected from members to meet the operational needs decided upon by the Guild officers. If the amount for member dues must be changed, the Guild officers shall propose an increase or decrease in dues for the upcoming year and hold a membership vote during the November election cycle. A scholarship fund will be established to which members may contribute, and funds will be used as they are available to offset members’ dues upon request.

Annual dues for general and junior members are due by July 15th; if dues are not paid by August 31st, membership will be terminated. Members joining on or after January 1st will pay half the yearly amount. Dues will not be refunded or prorated for members terminating membership mid-year.

  1. Financial Management. The fiscal year is January 1st through December 31st. A yearly audit of the Guild’s finances will be conducted by the Elected Officers, led by the President and organized by the Treasurer. The Treasurer shall reconcile and prepare the accounts for review no later than February 28th.  Upon completion, a copy of the financial review will be made available to the membership.  

  1. Additional Expenditures. Any expenditure not included in the budget must be voted upon and approved by the officers.

  1. Guild Dissolution. In the event of Guild dissolution, all funds and goods owned by the Guild shall be donated to a non-profit organization(s) determined by majority vote of the membership. Any member may propose a non-profit organization to receive funds and goods, barring a conflict of interest.

  1. Voting and Elections. Election of officers will be overseen by an election officiate. All members who meet officer eligibility requirements may be placed on the election ballot for any office.

Votes for the election of officers shall be collected by the election officiate via an online voting service. Notice of an upcoming vote must be given to members via email a minimum of fourteen (14) days before the vote is scheduled to open. Invitations to vote will be sent via email to each member, using a link specifically tied to the member's email address. It is the responsibility of each member to provide the Guild with an accurate email address in order to receive such notices and invitations to vote. The vote will remain open for ten (10) days after the invitations are sent. Members may abstain from any question on the ballot.

  1. Election Officiate. The election officiate will be appointed by the board of directors for one full year beginning September 1st, and may not run for an elected position during that year. The election officiate shall collect the names of all members wanting to be placed on the ballot and submit them to the President no later than October 1. The election officiate will then prepare the ballot for the November election.  The election officiate will tally the votes and the winner/s must achieve a majority vote.

  1. Officer Eligibility Requirements. All general members in good standing who have been active in the Guild for at least one year six months are eligible for officer election except for the position of president.  In order to run for president, you need to have been active in the guild for one year. Junior members and guests are not eligible to hold office.

  1. Office Terms and Transfer of Responsibilities. After November elections, terms in office begin January 1st and end December 31st of the following year. All officers are held to a two term limit. Upon leaving their post, all outgoing officers must submit all information, books, and data to the newly appointed officers.

  1. Line of Succession. In the event the President resigns or is removed from office, the Vice President shall assume leadership of all activities necessary for the Guild to function. In this case, the time the Vice President serves as Acting President does not count toward the two term limit for the Presidency. Should the Vice President resign or be removed from Acting President, the line of succession moves to the Secretary, followed by the Treasurer.

  1. Officer Removal. Two-thirds of board members must vote to remove any elected officer(s) or appointed board members. This vote will be conducted via an online voting service by the election officiate.

  1. Resignation. Any Board Member may resign at any time by delivering written notice to the Secretary or President of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

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

  1. Meetings of the Board of Directors

        1. Notice of Meeting. At least five (5) days' written notice must be given to all Directors of any regular or special meeting of the Board of Directors. Notice of meetings may be given by electronic transmission (i.e., e-mail) if all directors individually and collectively consent in writing.  Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to a meeting not properly called.

        1. Place of Meeting. Meetings of the Board of Directors will be held at such places determined by the Board of Directors or as specified or fixed in the respective notices or waivers of notice.

        1. Regular & Special Meetings. The Board of Directors will hold at least one meeting a month for ten months of the year. Regular meetings of the Board of Directors will be held at such times and places as may be selected from time to time by resolution adopted by the Board and communicated by written notice to all directors. Except as otherwise provided by law, by the Certificate of Formation, or by these Bylaws, any and all business may be transacted at any regular meeting.

Special meetings of the Board of Directors may be called by or at the request of the President or any two Board Members. A person or persons authorized to call special meetings of the Board of Directors may select any place within the greater Washington DC metro area as the place for holding a special meeting. Meetings may also be conducted via internet video conferencing. The person calling a special meeting will notify the Secretary of the information required to be included in the notice of the meeting. The Secretary will give notice to the Board Members as required in the Bylaws.

        1. Quorum and Manner of Acting. A majority of the number of Board Members then in office will constitute a quorum for the transaction of business at any meeting of the Board of Directors. The Board Members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Board Members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Board Members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Board Members present may adjourn and reconvene the meeting one time without further notice. In case of a tie in voting on any manner, the President has a tie-breaking vote.

  1. Written Consent of Board Members. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by the number of Board Members whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted, as the case may be. Such consent must be filed with the minutes of proceedings of the Board of Directors or of the committee. Such consent shall have the same force and effect as a vote at a meeting where such Board Members were present and voted, and may be stated as such in any document.

  1. Electronic Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by the Board may, unless otherwise restricted by statute, by the Certificate of Formation or by these Bylaws, participate in and hold any meeting of the Board of Directors or committee by using conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, reasonable measures must be implemented to verify that every person voting at the meeting by means of remote communications is sufficiently identified and a record must be kept of any vote or other action taken. Participation in a meeting pursuant to these By-laws shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

  1. OPERATIONS

  1. Contracts. The Elected Officers may authorize any agent or agents, of the Guild to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild, and such authority may be general or confined to specific instances.

  1. Records. The Guild will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees. The Guild will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Guild.

  1. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

  1. DCMQG BY-LAW AMENDMENT

The Guild By-Laws must be posted on the Guild’s social media site(s). Any member may propose an amendment to the By-Laws. Amendments shall be made by majority vote using an online voting service, and take effect upon the date approved.

The Guild By-Laws must be reviewed by the membership during the November general meeting to ensure they still hold relevance to support the activities and purpose of the Guild.

  1. CERTIFICATION

The undersigned, being the duly elected and qualified Secretary of the Guild, hereby certifies that the foregoing initial By-Laws of the Guild were duly adopted by the Board of Directors of the Guild effective January 15, 2015.

APPENDIX. SCHEDULE OF FINANCIAL AND BUSINESS PROCEDURES OF THE DCMQG

January
February
March
April
May
June
July
August
September
October
November
December
Members pay prorated dues
Members pay full dues
Guests may not attend more than 2 meetings
Officer terms begin

New board members appointed if needed

New fiscal year begins

Vote to approve new budget
Board member term begins



Vote to change member dues for upcoming year
Annual dues collected

Election officiate appointed

New Officer elections

By-Law review

Vote to change member dues for upcoming year
Officer terms end

National
Membership expires

Current fiscal year ends