Bylaws

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 THE WASHINGTON DC MODERN QUILT GUILD BY-LAWS
AMENDED OCTOBER 2020 AND APROVED DECEMBER 2020
1. BACKGROUND
1.1. 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.
1.2. 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.
2. PURPOSE
2.1. The Guild is organized and operated to:
-- Develop and encourage the art of modern quilting;
-- Work with other guilds and groups with a similar purpose;
-- Encourage new quilters and other fiber artists interested in non-traditional
and non-art fiber projects;
-- Offer educational opportunities through classes, workshops and sharing of
information; and
-- Support and provide opportunity for “charity” or other works that provide
back to the community through the use of modern quilting skills.
2.2. The assets and property of the Guild are hereby pledged for use in performing its
exempt purpose.
3. VALUES
3.1. Anti-Discrimination Policy. DCMQG does not and shall not discriminate on the
basis of race, color, religion, gender identity and expression, age, national origin,
disability, marital status, sexual orientation, or military status, in any of its
activities or operations.
3.2. Commitment to Inclusion. DCMQG members are united by our passion for
quilting and the textile arts. We value compassion and inclusivity and promote
these values by gathering members with diverse life experiences and creating
opportunities for engagement, education, and action. Our community is
strengthened when all members contribute their unique perspectives as they
respect and honor the dignity of one another. Quilters of all cultures, ethnicities,
races, gender identities and expressions, sexual orientations, ages, and abilities
are welcome in the DCMQG.
3.3. Commitment to Racial Justice. As the Washington DC Modern Quilt Guild, we
celebrate our roots in a majority-Black city, as well as the influences of African
American quilting traditions on the modern quilting aesthetic. We take pride in our
city's racial and cultural diversity, and how that diversity shapes our craft. We
acknowledge anti-Black racism and believe it harms us all. Therefore, we commit
to the following:
-- Creating a brave, accepting space by treating all with dignity and respect,
pursuant to our commitment to inclusion;
-- Holding ourselves and others accountable by addressing racism, including
microaggressions, in our community; and
-- Creating opportunities for our continuing education on anti-racist beliefs and
behaviors.
As we evolve, listen, and grow as a community, we will strive to be allies for
racial justice. We will choose courage over comfort.
4. ORGANIZATIONAL STRUCTURE OF THE DCMQG
The DCMQG adheres to the following structure:
4.1. Requirements to be exempt as an Organization described in section 501(c)(3) of
the Internal Revenue Code:
4.1.1. 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.
4.1.2. 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.
4.1.3. 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.
4.1.4. 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.
4.2. Membership: Members are considered in good standing as long as their dues
are current and they have abided by the requirements for all activities in which
they have volunteered to participate, including, but not limited to, sewing swaps,
challenges, and service projects.
4.2.1. 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, pays dues, and agrees to
uphold the Guild’s values. Members who have received a scholarship
shall be considered to have paid their dues. General members are eligible
to hold elected and appointed positions on the Board of Directors.
General members are entitled to the following benefits:
4.2.1.1. Entry to all general meetings at no additional cost;
4.2.1.2. 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);
4.2.1.3. Access to the Guild membership roster, with the understanding
that the roster will not be used for commercial gain or fraudulent
purpose;
4.2.1.4. Participation on committees;
4.2.1.5. Voting rights in Guild officer elections, motions, polls, and by-laws
amendments; and
4.2.1.6. Additional benefits as provided by the national Modern Quilt Guild.
4.2.2. 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.
4.2.3. Members not in good standing. Members not in good standing may not
vote in elections, run for office, serve on the Board of Directors, join
committees, or participate in workshops, sewing challenges, or swaps. A
member not in good standing will be returned to good standing upon the
member’s reversal of the actions which caused them to lose their good
standing.
4.2.4. 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.
4.2.5. Guests and Prospective Members. 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.
4.3. Board of Directors. The board of directors shall include the Elected Officers with
the option to appoint up to five additional members for the same term of office as
the elected members. Appointed board members will include (but not be limited
to) chairs of any formal committees established by the officers. The elected board
officers may take on the roles of the suggested appointees if they so choose.
4.3.1. Duties of Board of Directors. All directors, including 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. A Director is not relying in good faith if the director has
knowledge concerning a matter in question that renders reliance
unwarranted.
4.4. Elected Officers. Elected officers manage the financial and business procedures
of the Guild and have primary responsibility to uphold the Guild’s Commitment to
Inclusion. The elected officers hold the positions of President, Vice President,
Secretary, and Treasurer.
4.4.1. Term. Elected Officers shall hold a one year term from January 1 st to
December 31 st . 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.
4.4.2. President. The President shall:
4.4.2.1. Establish the vision and guide programming for the Guild for the
calendar year;
4.4.2.2. Create and dissolve all committees needed to execute the Guild
program of educational, service, and networking activities;
4.4.2.3. Oversee all activities necessary for the Guild to function, such as
setting agendas for general meetings and organizing special
events;
4.4.2.4. Contribute to writing and communication through the Guild social
media site(s);
4.4.2.5. Supervise and control the affairs of the Guild and shall exercise
such supervisory powers as may be given by the Board;
4.4.2.6. Set agendas for and preside at all board meetings;
4.4.2.7. Serve as an ex-officio member of all standing committees, unless
otherwise provided by the Board or these Bylaws;
4.4.2.8. 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;
4.4.2.9. Cast a second vote for any vote taken by the Board of Directors
which results in a tie; and
4.4.2.10. Uphold the Guild’s Values.
4.4.3. Vice-President. The Vice President shall:
4.4.3.1. Serve as assistant to the President in all matters;
4.4.3.2. Secure locations for general meetings;
4.4.3.3. Contribute to writing and communication through the Guild social
media site(s);
4.4.3.4. 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; and
4.4.3.5. Uphold the Guild’s Values.
4.4.4. Secretary. The Secretary shall:
4.4.4.1. Give all notices in accordance with these Bylaws or as required by
law;
4.4.4.2. 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;
4.4.4.3. Maintain custody of the records;
4.4.4.4. Keep a record of the names and addresses of each Director,
officer, and employee of the Organization;
4.4.4.5. Perform all duties incident to the office of Secretary;
4.4.4.6. Record the Guild’s activities and accomplishments for the year;
and
4.4.4.7. Uphold the Guild’s Values.
4.4.5. Treasurer. The Treasurer shall be the chief accounting and financial
officer of the Guild and shall:
4.4.5.1. Collect yearly dues and payments for special events;
4.4.5.2. Have active control of and shall be responsible for all matters
pertaining to the accounts and finances of the Guild;
4.4.5.3. Supervise the accounting and auditing practices of the Guild and
shall have charge of all matters relating to taxation;
4.4.5.4. 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,
documented approval by the President and/or Vice President);
4.4.5.5. Lead the review of the Guild finances at the end of the fiscal year;
4.4.5.6. Maintain the Guild membership roster and membership in MQG;
and
4.4.5.7. Uphold the Guild’s Values.
4.5. Appointed Board Members. Appointed Board Members serve for the duration
of the calendar year in which they are appointed.
4.5.1. Suggested appointees include:
4.5.1.1. Charity Coordinator: Assists the Officers with scheduling one to
two charity sewing meetings per year, solicits donations of
materials and prizes, and manages group quilts. The Charity
Coordinator may request to establish a charity committee to share
the above duties.
4.5.1.2. Communications Coordinator: Assists with blog posts, social
media posts, and helps facilitate online board meetings and online
email campaigns to the members.
4.5.1.3. Retreat Coordinator: Schedules and organizes at least one guild
retreat per year. Acts as the liaison with vendors. The Retreat
Coordinator may request to establish a retreat committee to share
the above duties.
4.5.1.4. Social Justice Committee Chair: The Committee Chair will plan
and implement the activities of the Social Justice Committee.
4.6. Committees. Committees named in the by-laws are considered established and
ongoing. Additional committees may be created by the Elected Officers for the
purpose of executing Guild program activities during their term of service. New
committees may be suggested by any member. Committees may become
established and ongoing by a vote of the membership as part of the annual
by-laws review.
4.6.1. Established Committees:
4.6.1.1. Social Justice Committee. The purpose of the Social Justice
Committee is to identify and create opportunities for members to
take joint action in service of social justice -- the pursuit of equal
rights and equitable opportunities for all people. The committee’s
work may include a mix of responsive and planned actions, as well
as education and outreach efforts that join DCMQG members’
passion for quilting with our desire for social justice.
4.6.2. General Guidance:
4.6.2.1. All Guild members in good standing may join one or more
committees, so long as they maintain their membership in the
Guild and can fulfill all required tasks.
4.6.2.2. Committee Chairs are appointed by the officers, or their functions
are carried out by the officers. Committee chairs are 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.
5. EDUCATIONAL, SERVICE, AND NETWORKING ACTIVITIES OF THE DCMQG
The Guild fulfills its purpose to develop and encourage the art 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.
5.1. General Meetings. The Guild shall hold 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.
5.2. Special Events & Sewing Challenges. The President may elect to hold special
events, service projects, and sewing challenges during the year. Registration
may be required when a fee is necessary or admission is limited. Members are
given the 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.
5.2.1. Fees and registration requirements for special events and sewing
challenges will be described in email invitations and on the Guild social
media site(s).
5.2.2. 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.
5.2.3. 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.
5.3. Social Media. The Guild officers shall manage and maintain social media site(s)
to inform members of Guild activities unless delegated to an appointed
Communications Coordinator. All members may submit content for social media
sites.
5.4. Community Service Activities.
5.4.1. At least one meeting a year will be devoted to a service project directed
by the President or Charity Coordinator.
5.4.2. 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.
6. 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 purpose of the DCMQG. See appendix for graphical representation
of guild financial and business procedures.
6.1. Member Dues and Financial Management.
6.1.1. Membership Dues. Dues are collected annually from members to meet
the operational needs decided upon by the Guild officers in a budget
approved by the Board of Directors. Guild officers may propose an
increase or decrease in dues for the upcoming year and notify members
during the November general membership meeting.
6.1.1.1. For the purpose of dues collection, the membership year is July
1-June 30. Annual dues for general and junior members are due
by July 15th; if dues are not paid by August 31, membership will
be terminated.
6.1.1.2. Members joining between January 1-March 31 will be entitled to
pay half the annual dues amount for the year they join. Members
joining April 1-June 30 will pay the full annual amount for the year
in which they join, which will cover their cost of membership until
July 1 of the following year.
6.1.1.3. Dues will not be refunded or prorated for members terminating
membership mid-year.
6.1.1.4. 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.
6.1.1.5. Elected officers are relieved from paying dues during their year of
service, in exchange for their contribution to the Guild.
6.1.2. 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.
6.1.3. Additional Expenditures. Any expenditure not included in the budget
must be voted upon and approved by the officers.
6.1.4. 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.
6.2. Officer Elections. The election of officers will take place annually and be
overseen by an election officiate. All members who meet officer eligibility
requirements may be placed on the ballot for any office. All members in good
standing are eligible to vote.
6.2.1. Election Officiate. The election officiate will be appointed by the board of
directors for one full year, during which time they may not run for an
elected position. The election officiate shall collect the names of all
candidates and submit them to the President. The election officiate will
then prepare the ballot for the election. The election officiate will tally the
votes and the winner/s must achieve a majority vote.
6.2.2. Voting. 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.
6.2.3. Officer Eligibility Requirements. All general members in good standing
who have been active in the Guild for at least six months are eligible for
elected office to any position except for president. Candidates for
president must have maintained active membership in good standing for
at least one year. Junior members and guests are not eligible to hold
elected office.
6.3. Changes in Leadership.
6.3.1. Transfer of Responsibilities. Officer terms coincide with the Guild’s
official fiscal year, January 1-December 31. Upon leaving their post, all
outgoing officers must submit all information, books, and data to the
newly elected officers.
6.3.2. 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.
6.3.3. Board Member 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.
6.3.4. Resignation. Board Members 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.
6.4. 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.
7. Meetings of the Board of Directors
7.1. 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.
7.2. Place of Meeting. Meetings of the Board of Directors will be held within the
greater DMV area, as determined by the Board. Meetings may also be conducted
via phone or video conferencing.
7.3. Frequency and Content of Meetings.
7.3.1. Regular Meetings. The Board of Directors will hold at least one meeting
a month for ten months of the year. 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.
7.3.2. Special Meetings. Special meetings of the Board of Directors may be
called by the President or any two Board Members. 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.
7.4. Quorum and Manner of Acting.
7.4.1. Quorum. A majority of current Board Members 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 in any manner, the
President will cast a tie-breaking vote.
7.4.2. Written Consent of Board Members. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting if there is written consent by a majority of Board Members. Such
consent must be filed with the minutes of proceedings of the Board of
Directors. 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.
7.4.3. 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 phone or video conferencing, if the 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.
8. OPERATIONS
8.1. 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.
8.2. 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.
8.3. Invalid Provisions. If any part of these By-laws shall be held invalid or
inoperative for any reason, the remaining parts, so far as is possible and
reasonable, shall remain valid and operative.
9. DCMQG BY-LAWS REVIEW & AMENDMENT
9.1. The Guild By-Laws must be posted publicly.
9.2. The Guild By-Laws must be reviewed by the membership annually to ensure they
still hold relevance to support the activities and purpose of the Guild.
9.3. 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.
10. 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 TBD.