Bylaws of The Quilters Guild of Greater Kansas City
ARTICLE I. NAME
The name of this organization shall be The Quilters Guild of Greater Kansas City.
ARTICLE II. PURPOSE
The purpose of this organization shall be to promote, advance and stimulate the knowledge and appreciation of the quilting arts; and to conduct and support programs and services for the education of all interested persons in the skills and techniques of the quilting arts.
ARTICLE III. MEMBERSHIP
Section 1. Qualifications
Membership shall be open to anyone interested in the quilting arts without regard to race, religion, sex or national origin. No person may attend more than two (2) monthly meetings without becoming a member.
Section 2. Voting
Each member present shall be entitled to one vote on each matter submitted to a vote of the membership.
Section 3. Dues
Each member shall pay annual dues in such amount as recommended by the Board of Directors and approved by the membership.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers
The property, affairs and business of the Corporation shall be managed by a Board of Directors consisting of eleven (11) persons and shall be referred to as the Executive Board.
Section 2. Number
The Executive Board shall consist of eight (8) Officers and up to four (4) Committee Chairs. The Executive Board shall consist of President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Member at Large, Immediate Past President, and up to four (4) Chairs named at the discretion of the Officers.
Section 3. Quorum
A quorum shall consist of six (6) members of the Executive Board.
Section 4. Terms of Office
Each Director shall serve a term of one (1) year. No person may hold the same office for more than two (2) successive terms.
Section 5. Voting
Each board member shall be entitled to one (1) vote on each matter submitted to a vote of the Executive Board whether in person at the meeting or submitted beforehand. Meetings of the Executive Board may be telephone conferencing or other electronic communication when deemed necessary.
ARTICLE V. OFFICERS
Section 1. Number
Officers of the Organization shall be eight (8) in number and consist of President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Member at Large and Immediate Past President.
Section 2. Qualifications
No person shall be an officer who has not been a member of the Organization for at least one (1) year.
Section 3. Election
Officers shall be elected by a majority vote of the members present at the annual meeting from a slate presented by the Nominating Committee and any nominations from the floor.
Section 4. Term of Office
Officers shall serve a term of one (1) year or until their successors are chosen and qualified. No person may hold the same office for more than two (2) successive years. The term shall begin at the close of the annual meeting at which they are elected.
Section 5. Duties
Officers shall perform the duties as prescribed by these Bylaws and by the parliamentary authority adopted by the Organization and perform other duties as may be assigned from time to time by the President of the Executive Board.
A. The president shall preside at all meetings of the Organization and of the Executive Board. The president shall appoint all committee chairmen except that of the Nominating
B. The First Vice President shall be the Program Chairman and shall be responsible for programs workshops.
C. The Second Vice President shall assist the First Vice President in making arrangements for programs and workshops.
D. The Recording Secretary shall keep a record of all the proceedings of the Organization; act as custodian of the records of the Organization and its corporate seal; transfer to the “responsible person” documents and records required by law to be kept and filed; send minutes of the Executive Board meetings and regular meetings to the officers; and post regular meeting minutes.
E. The Corresponding Secretary shall manage the correspondence of the Organization including electronic means, and shall prepare for publication the annual membership
directory. When selling ads for the directory, she will add the option to include ads for the monthly newsletter.
F. The Treasurer shall have the supervision of the funds, receipts and disbursements of the Organization, shall present a written monthly financial report to the Executive Board and the “responsible person” and shall serve on the Finance Committee.
G. The Member at Large shall serve as the liaison between the general membership and the Executive Board.
H. The Immediate Past President shall assume the duties of the President during the absence of the President.
Section 6. Vacancies
Any vacancy occurring during the term of duty of a Board member shall be filled by an appointee agreed upon by the remaining Board members.
ARTICLE VI. NOMINATING COMMITTEE
Section 1. Qualifications
No person shall be a member of the Nominating Committee who has not been a member of the Organization for one (1) year. Current officers are not eligible to serve on this committee.
Section 2. Election
The Nominating Committee shall be elected at the Annual Meeting and serve for a term of one (1) year. Members shall nominate five (5) candidates. These five candidates shall then be elected by the membership. After the annual general meeting these five members making up the Nominating Committee will convene to decide who will chair this committee. The chair will then inform the President by the end of the month they were elected.
Section 3. Duties
At the May meeting the Nominating Committee shall recommend one (1) qualified person for each office. Written notification of the list of nominees shall be included in the newsletter sent prior to the Annual Meeting.
Section 4. Vacancies
Any vacancy on the Nominating Committee shall be filled by appointment by the Executive Board.
ARTICLE VII. MEETINGS
Section 1. Regular Meetings
Regular meetings shall be held on the second Tuesday of each month beginning at 9:45 a.m.
Section 2. Annual Meeting
The regular meeting on the second Tuesday in June shall be known as the Annual Meeting and shall be for the purpose of electing officers and for any other business that may arise.
Section 3. Special Meetings
Special meetings may be called by the President, the Executive Board or by written petition of 1/20th of the membership. The purpose of the meeting shall be stated in the call.
Section 4. Quorum
A quorum shall consist of 10% of the membership.
ARTICLE VIII. COMMITTEES
Committees, standing or special, shall be appointed by the President with Executive Board approval as deemed necessary. The President shall be an ex officio member of all committees except the Nominating Committee.
ARTICLE IX. PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Newly Revised, shall be the authority for deciding all points of order and procedure when not in conflict with these Bylaws.
ARTICLE X. AMENDMENT OF BYLAWS
These Bylaws may be amended by a 2/3 majority vote of the members present at a regular meeting of the Organization, providing the proposed changes have been mailed to the membership not less than five (5) or more than forty-five (45) days prior to the meeting when they are to be acted upon.
ARTICLE XI. AUTHORIZATION
Section 1. General Documents
The President and Recording Secretary shall be authorized to act on behalf of the Organization for signing all documents of record.
Section 2. Financial Instruments
All checks, drafts, notes or financial documents shall be signed by both the current President and current Treasurer.
Section 3. Photo Release
Membership in Quilters Guild of Greater Kansas City grants the organization rights to member’s name, any photograph of said member or member’s content at a guild function for use under any legal condition for, but not limited to the following: social media, publicity, newsletter, advertising, and web content. Members may opt out only through specific written notification.
ARTICLE XII. DISSOLUTION
The object and purpose of this Organization being entirely educational, no part of its earnings shall inure to the use of benefit of an individual. Reimbursement for expenditures or the reasonable compensation for services shall not be deemed to be distribution of income or principal. In the event of dissolution of the Organization, any and all of its funds and any other property then owned by it shall be distributed to or for the use of such charitable or educational organizations exercising some function with respect to quilting as the Executive Board shall then select and determine.
ARTICLE XIII. FISCAL YEAR
The fiscal year of the Organization shall extend from July 1 to June 30, both dates inclusive.