ARTICLE I: Name, Purpose and Related Matters
The name of the corporation set forth in the Articles of Incorporation will be the Atlanta Modern Quilt Guild, Inc. also referred to as “the Guild”.
The Guild’s purpose is to:
a. develop and promote an interest in the art of modern quilting,
b. work with other groups with similar objectives,
c. encourage philanthropic quilting for the benefit of the community, and
d. provide educational opportunities through classes, programs and workshops.
1.3 Registered Agent and Office:
The Guild will maintain a permanent mailing address in the state of Georgia and a registered agent with a mailing address in the state of Georgia. Most likely the registered agent will be either the President or Vice President.
The powers of the Guild and of its directors, officers and committees are subject to the provisions of the Articles of Incorporation and these Bylaws. At no time will the Guild, its directors, officers or committees act in a way that jeopardizes the Guild’s non-profit or tax-exempt status (seeRules & Procedures document).
1.5 Fiscal Year:
The fiscal year of the Guild begins on May 1 and ends on April 30 of each year. The Board of Directors is authorized to change the fiscal year.
1.6 Member Information:
Member information in any of the Guild’s publications is for the Guild purposes only. Every effort will be made to protect the privacy of each Member and Guest. Mass emails shall not show the email address of Members or Guests. Any individual wishing to have their name removed from the Guild distribution list may do so by submitting an email request to the Guild email address.
1.7 Robert’s Rules of Order:
All general meetings, Board of Directors meetings and Executive Committee meetings will be conducted in accordance with Robert’s Rules of Order, unless otherwise prescribed in these Bylaws. These Bylaws shall be the highest governing document of the Guild, along with the Rules & Procedures document, followed by Robert’s Rules of Order.
In the interest of brevity and with no gender bias implied or intended in these Bylaws, members of the Guild will be referred to as “they”, “their”, and “theirs”.
ARTICLE II: Members
Membership will be granted to anyone residing in the state of Georgia age 10 or older upon completion of a membership application and payment of dues. Those who attend meetings as unpaid members are considered Guests (see Rules & Procedures document). Paid Members of the Guild will receive benefits as outlined in the Policy & Rules document. Members age 10 to 18 are considered Junior Members and are subject to the same terms as Members (see Rules & Procedures document).
The amount of annual dues will be set by the Board of Directors. The Board of Directors may also establish lower dues for new membership applications submitted on or after the day of the December meeting. If a new member withdraws from the Guild during the year, dues will not be prorated or refunded. Dues must be received by the May Guild meeting in order ensure a continuous membership and avoid non-member fees. At the discretion of the Board of Directors, and on a case by case basis, payment arrangements may be made for individuals otherwise unable to pay dues in full.
The Guild will hold at least ten (10) general meetings each year in the metro Atlanta area.The date, time and location will be published on the Guild website, in the Guild blog/newsletter, via email and various forms of social media. General meetings will be open to Guests who are allowed to attend one free meeting, and may be charged a fee as determined by the Membership Committee.Guests will be included on the Guild mailing list and have limited access to the Guild website. BothMembers and Guests must sign in prior to the start of all general meetings.
2.4 Annual Meeting:
The November general meeting will be the Annual Meeting of the Guild each year.
2.5 Quorum and Voting:
The Board of Directors will decide on a quorum prior to each general meeting for the purpose of transacting business. The affirmative vote of a majority of the quorum at any general meeting will be the act of the Members, except as might be otherwise specifically provided by a statute, the Articles of Incorporation or these Bylaws.
2.7 Removal of a General Member:
Membership may be revoked if any member acts in a way that jeopardizes the Guild’s non-profit or tax-exemption status (see Rules & Procedures document).Members must adhere to guidelines and policies set forth by event venues and store owners.
Failure to act according to these guidelines may result in reprimand (see Rules & Procedures document). Any activity that is blatantly criminal will result in automatic removal from the Guild, and may result in charges and/or legal action.
ARTICLE III: Officers
The officers of the Guild will be the President, 1st Vice President, 2nd Vice President, Secretary and Treasurer. Each officer must be a member in good standing of the Guild for their entire term. Candidates for office must have a clear understanding of the Guild’s purpose and have been an active member of the Guild for at least one (1) full year to be considered. The only exception to this rule is the first year in which the Guild is formed. Officers are required to attend 90% of all General and Board Meetings.
3.2 Nominating Committee:
A Nominating Committee will be formed within 30 days after the start of the Fiscal Year and will consist of three (3) or five (5) general members who do not wish to be considered for a Board position. The Nominating Committee Chairperson must have completed least one (1)year of membership in good standing (see Standing Committees and the Rules and Procedures). In the event that the Committee is not filled with the appropriate number of Members, standing Board Members will fill in, starting with any Board Members not seeking office in the upcoming election, followed by the 1st Vice President, then the Treasurer, then the Secretary until there are no less than three (3) Committee Members.
3.3 Election of Officers:
Officers will be elected by the membership at the Annual Meeting (see Rules and Procedures).
3.4 Installation of Officers:
Officers will be installed immediately following the election. Each officer will serve for a term of one (1) year, beginning immediately after the election or until their successor is duly elected, unless they are removed from office, resigns from the office or otherwise fails or ceases to serve. No officer will serve more than two (2) consecutive terms in the same office, unless the Board and general membership vote and agree for special reasons (for example, no other person is interested or willing to commit to the office). All books, papers and information will be delivered to the successor by the outgoing officer immediately after the election.
3.5 Resignation and Removal of Officers and Filling of Vacancies:
An officer may resign at anytime by delivering notice to the President or Secretary and such resignation will be effective when the notice is delivered unless it specifies a later effective date. Any action that jeopardizes the Guild’s non-profit or tax-exempt status can be cause for removal. A majority vote taken by the Board of Directors plus the previous election cycle’s Nominating Committee Chair will remove the Board Member. However, the Board of Directors may remove any officer at any time with or without cause in the case of any criminal activity and reserve the right to consider charges and/or other legal action. Any vacancy in office resulting from any cause will be filled by appointment by the Board of Directors unless otherwise noted in the bylaws, and that office shall be held until the next Annual Meeting and election.
3.6 Powers and Duties:
Each officer has the authority to and will perform the duties set forth below and as further described in greater detail in the Rules & Procedures document:
Subject to the rights and powers of the Board of Directors, the President will promote the purpose of the Guild, manage the Guild’s business affairs, administer Guild policies, maintain the Guild’s non-profit and tax exempt status, and facilitate the Guild’s General, Board and Executive meetings.
b) 1st Vice President – Administration:
The 1st Vice President will promote the purpose of the Guild, perform the duties of the President in their absence, assist the President in managing the Guild’s business affairs and policies, and oversee the bylaws and Rules & Procedures.
c) 2nd Vice President – Education & Service:
The 2nd Vice President will promote the purpose of the Guild, assist the 1st Vice President and the President in maintaining the Guild’s non-profit and tax exempt status, Chair the Education & Service Committee, plan charity and educational events for the Guild, manage the Mentor program, manage the Guild Library, and plan and execute the Service Award program.
The Secretary will promote the purpose of the Guild, attend all General, Board and Executive meetings and record official minutes, maintain an official meeting minutes binder, give an overview of the previous meeting’s minute at each meeting, maintain a master calendar of all Guild business and events, and give required notice of all meetings.
The Treasurer will promote the purpose of the Guild, have care and custody of the Guild’s funds, maintain accounts and pay all accounts owed by the Guild, collect and deposit moneys due or belonging to the Guild, pay for and enroll persons in classes or other events, keep accurate records of all receipts, maintain all financial documents relating to the Guild, prepare books for the audit at the close of each fiscal year, and present a Treasurer’s report to the Guild at each meeting.
ARTICLE IV: Board of Directors
The Board of Directors, also referred to as “the Board”, will be comprised of the currently elected officers of the Guild. The Board may, from time to time, also invite other persons to attend Board meetings as guests.
In addition to the duties specified elsewhere in the Bylaws and the Rules & Procedures
document, the Board will direct the Guild and the Executive Committee. The Board will have and may exercise all powers given by law to the Guild.
The Board will meet at least four (4) times a year (quarterly) at the dates, times and places to be decided by the majority availability of the Board. Special meetings may be held if called by thePresident or any two (2) or more Board members. Notice of such meetings may be given orally or electronically at least 14 calendar days before a regular meeting and five calendar days before a special meeting need to be specified in the notice. The Board of Directors meetings are open to allGuild members, however the Board reserves the right to hold closed executive sessions as they deem necessary.
At all meetings of the Board, four (4) Directors in office immediately before the meeting begins will constitute a quorum for the transaction of business. If there is less than a quorum present, a majority of those present may adjourn the meeting from time to time, without notice other than an announcement of the meeting until a quorum can be present.
The affirmative vote of a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board, except as might be otherwise specifically provided by statute or by the Articles of Incorporation or these Bylaws.
4.6 Electronic Meeting:
Any action required or permitted to be taken at any meeting of the Board may be taken without a physical meeting if all members of the Board are offered the chance to participate. The action must be evidenced by email consents describing the action taken, signed by each participating Director, and filed with the minutes of the proceedings of the Board in the Guild’s corporate records.
ARTICLE V: Executive Committee
The Executive Committee will be comprised of the officers of the Guild and the chairpersons of all committees listed in Article VI.
5.2 General Powers:
Subject to these Bylaws, the Executive Committee will be responsible for managing the business and affairs of the Guild, under the direction of the Board of Directors.
The Executive Committee will meet at least three (3) times a year, on a schedule determined by the President and the majority of the Executive Committee members. Special meetings may be held if called by the President or three (3) or more members of the Executive Committee.Notice of such meetings may be given orally or electronically at least 14 calendar days before a regular meeting and five calendar days before a special meeting. The Board of Directors meetings are open to all Guild members, however the Board reserves the right to hold closed executive sessions as they deem necessary. The Executive Committee may invite other persons as guests to its meetings.
At all meetings of the Executive Committee, thirty percent (30%) of the members in office present immediately before the meeting begins will constitute a quorum for the transaction of business. A person holding two or more positions that qualify for membership on the Executive Committee will have only one vote and will be considered one person for the purpose of determining the quorum and counting votes. If there is less than a quorum present, a majority of those present may adjourn the meeting, without notice other than announcement at the meeting, until a quorum is present.
the affirmative vote of a majority of the Executive Committee members present at any meeting at which there is a quorum will be the act of the Executive Committee, except as might otherwise specifically provided by the statute, the Articles of Incorporation or these Bylaws.
5.6 Electronic Meeting:
Any action required or permitted to be taken by the Executive Committee may be taken without a physical meeting if all members of the Executive Committee are given the opportunity to participate. The action must be evidenced by email consents, describing the action taken, signed by each participating member and filed with the minutes of the Executive Committee.
ARTICLE VI: Committees
Committees are created for the purpose of assisting the Board in carrying out activities and responsibilities in maintaining and growing the Guild. Committees can be suggested by any member, but only the Board of Directors can officially create or dissolve a committee. Any Guild member in good standing can belong to one or multiple committees, so long as their membership is current and can fulfill tasks as needed.
6.2 Appointment of Chairpersons:
The President, with the Board’s approval, will appoint chairpersons for the committees described below, except for those committees chaired by an officer of the Guild in accordance with the Bylaws. Each committee chairperson will serve on the Executive Committee unless otherwise specified. Chairpersons must be in good standing and current on their dues, and the Nominating Committee Chairperson must have completed least one (1) year of membership in good standing.
6.3 Chairperson Responsibilities:
The Committee Chairperson is responsible for the general supervision of the committee and its membership. The Committee Chairperson is responsible for giving the Guild President a monthly report of all pertinent information regarding their committee, including sign-ups, due dates, progress, etc. If an ad hoc committee is needed for larger events or tasks, the Committee Chairperson is responsible for requesting the new committee.
Committee chairpersons and committee members will serve one (1) year concurrently with the officers, beginning immediately after the November Annual meeting (with the exception of the Nominating Committee, which will form in May and run concurrent with the Fiscal Year).
6.5 Resignation and Removal of Committee Chairpersons:
A committee chairperson, other than an officer, may resign at any time by giving notice to the President, and such resignation will be effective when the notice is delivered, unless a later date is specified. Any committee chairperson, other than an officer, may be removed by majority vote of the Board of Directors. The President may appoint chairpersons to fill any vacant committee chairmanship, regardless of cause, with agreement in the majority of the Board of Directors.
Each committee may meet as needed and set its own rules for quorums and voting.
6.7 Committee Responsibilities:
Each committee chairperson will keep note of the committee’s responsibilities and update as necessary their committee job description, as committees may evolve and change. The responsibilities of each Committee is outlined in the Rules & Procedures document.
6.8 Financial Affairs:
All committees handling money will maintain records of receipts and expenses and turn over all money received to the Treasurer. The Treasurer will be responsible for collecting money and depositing into Guild funds. All committees will submit a proposed budget to the Treasurer for the next year following the schedule and requirements set by the Treasurer.
6.9 Ad Hoc Committees:
The President, with the approval of the Board of Directors, may establish additional committees at any time during the year and for any duration of time. Once established, ad hoc committees will operate with the same responsibilities as standing committees.
6.10 Standing Committees:
The following committees will establish each year, unless the Executive Committee and/or Board of Directors determines otherwise. These committees are further described in the Rules & Procedures document:
a. Membership Committee:
The Membership Committee is responsible for maintaining them membership database, distributing name tags and cards to members, record Member & Guest attendance at General meetings, manage Member status on the Guild website, and answer questions about Guild Membership.
b. Social Events Committee:
The Social Events Committee is responsible for planning field trips, announcing local and online quilting shows, challenges and events, arranging sew-ins, plan retreats for the Guild, organize the holiday party, plan Guild swaps and bees, manage the Guild’s social calendar, assist in arranging Member speakers at General meetings, and giving a presentation at General meetings regarding upcoming events.
c. Community Service & Education Committee:
The Community Service & Education Committee will plan community service events and programs, research and plan classes, workshops, teachers and speakers, promote local store-sponsored classes, assist in organizing the Mentor program, and assist in maintaining the Guild Library.
d. Challenge Committee:
The Challenge Committee will watch for local, regional or national challenge opportunities, organize challenges for the guild, establish rules specific to each challenge, assist in soliciting and collecting challenge prizes as necessary and organize parties or designated show and tell at the end of each challenge.
e. Nominating Committee:
The Nominating Committee will carry out the election process leading up to and during the Annual meeting, decide on the best three (3) candidates for an office on the ballot should more than three (3) persons show interest, and announce the official results of the election (see Rules & Procedures document).
f. Website/Creative Committee:
The Website/Creative Committee will maintain ownership of the Guild’s logo and other marks, develop and maintain usage policies of the Guild’s logo and other marks, and handle design of external Guild documents.
Article VII: Execution of Documents
The Board of Directors will, by proper resolution, provide for the method of signing checks, notes, drafts, bills of exchange or other instruments for the payment of money, for the transfer and sale of property, for the endorsement and registration of securities, for the assumption of liabilities, for the voting of stock held in other corporations, and for the execution of all other legal documents.
With the approval of the Board of Directors, the President, 1st Vice President and 2nd Vice President will have the power to make and execute contracts on behalf of the Guild, and to delegate such power to others.
7.3 Contracts for Programs and Teachers:
The President, 1st Vice President and 2nd Vice President, with the approval of the Board of Directors, will have the power to make and execute contracts for speakers, teachers and facilities, and to delegate such power to others.
All contracts executed under the powers granted in this section are binding on the Guild, and therefore, must be honored by future officers and committee chairpersons.
Article VIII: Guild Funds
8.1 Bank Accounts:
All Guild funds not otherwise employed will be deposited to the credit of the Guild in a general or special account in a bank as the Board may from time to time select or as may be selected from time to time by any officer, officers, agent, or agents of the Guild to whom such power has been delegated by the Board for the purpose of such deposit. The Treasurer, President and 1st Vice President may endorse, assign, and deliver any check, draft, or other order for the payment of moneys which are payable to the order of the Guild.
8.2 Treasurer Review Committee:
The President will appoint a three (3) person committee to review the Treasurer’s books each year. The Committee will consist of the 1st Vice President or Secretary, one member on the Executive Board and one general member.
8.3 Budget Adoption:
Each year the Treasurer will coordinate the adoption of a budget for the coming year.
a. Each Committee Chair and Officer will submit an estimate of any expenses and income for the coming year according to the process and schedule set by the Treasurer and approved by the Board of Directors.
b. The Treasurer will compile this information and present it to the Board of Directors for their review.
c. The Board of Directors will recommend a proposed budget to the Executive Committee for its approval.
d. Upon the approval of the Executive Committee, the proposed budget will be submitted to the members by inclusion in the newsletter/blog immediately prior to the November Annual Meeting.The members will approve or disapprove and/or amend such budget at the Annual Meeting.
Article IX: Corporate Seal
9.1 Corporate Seal:
The Guild’s corporate seal will be in such form as the Board of Directors may from time to time determine. The signature of the Guild, followed by the word “Seal” enclosed in parenthesis or scroll, will be deemed the seal of the Guild, if affixed by the Secretary or any other person or persons as may be designated by the Board of Directors.
Article X: Waiver of Notice, Approval and Consent
10.1 Waiver of Notice:
Any notice required by these Bylaws to be given to any officer or director or other person may be waived in writing, either before or after the event to which it relates and will be deemed waived with respect to any meeting, along with any objections to the time or place of such meeting, by appearance at such meeting, except the meeting, any objection to the transaction of business.
Written approval of the minutes of any meeting, either before or after the meeting, will be deemed waiver of notice of such meeting or will be deemed an appearance at such meeting.
Any action required to be taken or which may be taken at a meeting of the Board of Directors or Executive Committee may be taken without a physical meeting, unless otherwise stated in these Bylaws, if all Board of Directors or Executive Committee members (as applicable) are given an opportunity to participate. The action must be evidenced by written email consents signed by the members of the Board or the Committee, as the case may be. Such consents will be filed by the Secretary of the Guild with the minutes of the Board or the Executive Committee, as appropriate.
Article XI: Indemnification and Insurance
11.1 Indemnification of Directors, Officers, Employees, Members and Volunteers:
The Guild may purchase indemnity insurance and advance expenses to a Director or to any officer, employee, agent, member or volunteer who is not a Director to the extent permitted by the Articles of Incorporation, these Bylaws or any Bylaw.
The Guild may purchase and maintain insurance, at its expense on behalf of an individual who is or was a director, officer, employee, agent or member or volunteer of the Guild, is or was serving at the request of the Guild as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee, benefit plan, or other enterprise, against liability asserted against or incurred by them in any such capacity or arising from their status as a director, officer, employee or agent whether or not the Guild would have power to indemnify them against the same liability under the Article.
Article XII: Amendment
12.1 Amending these Bylaws:
At the recommendation of the Board of Directors or Executive Committee, these Bylaws may be amended or repealed and new Bylaws may be adopted by a majority of the members present at any general meeting. A summary must have been published in the most recent newsletter/blog/website preceding the vote and a full text of the amendment(s) made available to all members. The members may approve or reject any such amendment(s) may table such proposed amendment and refer to the same back to the Bylaws Committee for further study. A subsequent vote must be taken within six (6) months of the tabling of a proposed amendment(s).
Article XIII: Dissolution of the Guild
In the event that dissolution of the Guild appears desirable for any reason the reasons will be published in the newsletter/blog/website and discussed at the next general meeting of the Guild. Approval by a majority of the members is required for dissolution. Members not in attendance at the meeting may file a proxy with the Secretary, showing their approval or rejection of the proposal to dissolve the Guild. Any assets remaining will be applied and distributed first to the final payment and discharge of any liability or obligation of the Guild. Any remaining assets will be distributed to a nonprofit quilting-related organization recommended by the Board, upon approval by a majority of the members in attendance at the general meeting considering such dissolution.
Last updated January 2018
Revised to make pronouns gender inclusive