Bylaws


South Florida Modern Quilt Guild Bylaws                               Effective Date 17 July 2015

  1. Article I: Name, Purpose and General Matters
    1. The name of the organization will be the South Florida Modern Quilt Guild, also referred to as “The Guild”, “South Florida MQG”, or “SFMQG”.
    2. The Guild’s purpose is to:
      1. Develop and encourage the art of modern quilting.
      2. Work with other guilds and groups with a similar purpose.
      3. Offer educational opportunities through classes, workshops, lectures, and sharing of information.
      4. Support and provide opportunity for outreach or other works that provide back to the community through the use of modern quilting skills.
    3. Location and office: The Guild will maintain a mailing address within the state of Florida. The guild will maintain an Employer Identification Number (EIN) with the Internal Revenue Service.
    4. The South Florida Modern Quilt Guild will operate as a 501(c)3 organization as an affiliate member of the Modern Quilt Guild, Inc. and will operate within the bylaws of The Modern Quilt Guild, Inc.
    5. Powers: Members and Officers of The Guild are subject to adherence to these Bylaws.
    6. Fiscal Year: Effective 2016, the fiscal year (FY) will begin on January 1 and end on December 31 of each year. Membership Dues will be collected as described in The Guild’s Policies and Procedures.
    7. Annual Meeting: The January meeting of The Guild will be considered the Annual Meeting where the Treasurer will deliver the Financial Report from the prior FY.
    8. Elections: The Guild will elect Officers during the November meeting.
    9. Privacy: Member information is for the purpose of South Florida MQG business only. Every effort will be made to protect the privacy of individual members. Personal information of members will never be offered for sale or otherwise to non- authorized parties.
    10. Roberts Rules of Order: Roberts’ Rules will be followed when conducting South Florida MQG business that requires a vote of the general Membership or the Executive Council.
    11. Non-Discrimination: No person may be denied membership to The Guild or be denied participation in any Guild events or activities because of the person's sex, race, religion, national origin, ancestry, creed, pregnancy, marital or parental status, sexual orientation or physical, mental, emotional or learning disability.
  2. Article II: Members
    1. Membership: Membership is granted to anyone residing in the state of Florida 18 years or older upon completion of membership application and payment of dues. Members must adhere to the Guild Policies and Procedures to remain a member in good standing.
    2. Junior Membership: Membership may also be granted to those individuals under the age of 18 as a 'Junior Member' who are sponsored by an SFMQG member in good standing. Junior members shall pay 50% of the regular dues amount. Junior members shall have all of the privileges of general members, but they may not hold an elected office. Junior members may, however, serve on activity councils.
    3. Dues: The annual dues amount will be set by the Executive Council. Dues must be received in accordance with The Guild Policies and Procedures to remain a member in good standing. The Executive Council has the authority to authorize payment arrangements on a case-by-case basis.
    4. Meetings: The Guild will hold a general meeting each month. The timing of the meeting will be determined by the Executive Council. The time of the meeting will not change in a fiscal year unless special circumstances are determined by the Executive Council. Monthly meetings are a benefit of membership; no additional fees will be charged to paid members.
    5. Voting: Each member in good standing receives one vote towards Guild matters. Absentee voting is only allowed by Proxy.
    6. Revoking of Membership: Membership may be revoked in cases of actions that threatens the non-profit status of The Guild, that is not in accordance with Guild By-Laws or Policies and Procedures, that violates the policies established by the hosting meeting space or by participating in any activity related to The Guild that is blatantly criminal.
  3. Article III: Officers
    1. Officers: The Executive Council shall consist of President, Vice Presidents, Secretary, and Treasurer. Officers are elected in November of each year to serve a twelve (12) month term. Each officer must be a member in good standing for the entire term. Candidates must understand and adhere to The Guild’s purpose and have been an active member for six months to be eligible for election. Junior Members and guests may not stand for office. Officers may not serve more than one consecutive term in one position, but may stand for another position on the Executive Council immediately following the end of the current term. Officers must attend 80% of the general meetings and 80% of the Executive Council Meetings.
    2. Election of Officers: Officers will be elected to a twelve (12) month term by a majority of the members present. Absentee voting is only allowed by Proxy. Voting is by paper ballot and will be tallied by 2 members in good standing who are not in consideration for an officer position.
    3. Installation of Officers: Officers will be installed immediately following the election for the term of one year, beginning 1st January and ending 31st December, unless they resign or are removed from office or membership. All books and papers regarding The Guild shall be delivered to the new Officer as soon as possible but no longer than 4 weeks from the election.
    4. Filling of Vacancies: An Officer may resign at any time. Any Officer position with the exception of President can be appointed by the Executive Council. In the event that the President does not fulfill their full term, a Vice President will fill in for President until Elections can be held.
    5. Powers and Duties: The Officers are listed below. Each Officer is responsible for one or more activity councils. Officer responsibilities and activity council functions are described in The Guild’s Policies and Procedures. The activity councils for each Officer are also listed in the Policies and Procedures.
    6. Compensation: Executive Council Members will not receive any salaries or other compensation for their services, but, by resolution of the Executive Council, may be reimbursed for any actual expenses incurred in the performance of their duties for SFMQG, as long as a majority of disinterested Executive Council Members approve the reimbursement. SFMQG shall not loan money or property to, or guarantee the obligation of, any Executive Council Member.
    7. Officers:
      1. President
      2. Vice President of Programming
      3. Vice President of Projects
      4. Vice President of Administration
      5. Secretary
      6. Treasurer
  4. Article IV: Executive Council
    1. Members: The Executive Council shall consist of the Officers of The Guild.
    2. Powers: As directed by these Bylaws, the Executive Council will be responsible for managing the business and affairs of The Guild.
    3. Meetings: The Executive Council shall meet at least four times per year on a schedule that is agreed upon by the members of the Executive Council. The Executive Council may invite other persons as guests to these meetings.
    4. Quorum: At all meetings of the Executive Council, 50% of the members must be present to constitute a quorum for the transaction of business. If the quorum is not met, the meeting may be immediately adjourned and rescheduled.
    5. Voting: A majority of the Executive Council members present at a meeting where the Quorum is met will constitute an affirmative vote.
    6. Electronic Meeting: Executive Council members are allowed to electronically attend meetings.
  5. Article V: Activity councils
    1. Activity councils: Activity councils are created to assist the Executive Council in carrying out activities and responsibilities for The Guild. Activity councils can be suggested by any member and the Executive Council may officially create or dissolve a activity council.
    2. Chairpersons and Members: Any member of The Guild in good standing can belong to one or more activity councils at any one time. Chairpersons may be appointed by a member of the Executive Council.
    3. Chairperson Responsibilities: The activity council Chairperson is responsible for the general supervision of the activity council and its membership. The activity council Chairperson reports to its respective Executive Council officer. The activity council Chairperson is responsible for notifying the Executive Council of pertinent information, concerns or issues. The respective Executive Council officer will fulfill these duties in the absence of the activity council Chairperson.
    4. Term: The Executive Council will determine the term for the activity council and activity council Chairperson.
    5. Resignation and Removal of activity council Chairpersons: The Executive Council may remove a activity council Chairperson who is no longer in good member standing. In the event of removal or resignation, the Executive Council may appoint a replacement activity council Chairperson.
    6. Meetings: Each activity council may meet as needed and set its own rules for quorums and voting.
    7. Financial Affairs: Each activity council will work with the Treasurer. At no time should the activity council be considered independent of The Guild nor fail to submit money or expenses to the Treasurer. Activity councils must obtain approval for financial expenditures from the Treasurer or the President and should operate within the annual budget.
    8. Standing activity councils (functions are described in Policies and Procedures): will be determined by the Executive Council annually or as required.
  6. Article VI: Execution of Documents
    1. General: The Executive Council will be responsible for maintaining the good standing of The Guild in all matters regarding legal documents and contracts.
    2. Contracts: The Executive Council has the power to execute contracts on behalf of The Guild and to delegate such power to others on a case-by-case basis.

  1. Article VII: Guild Funds
    1. All funds delivered to The Guild will be deposited in The Guild bank or PayPal accounts. The Treasurer will oversee the accounts and will deliver any check or other payment of monies on behalf of The Guild. The President is designated as the backup to the Treasurer.
    2. Treasurer Review: A Treasurer report of Guild bank and PayPal balances will be given at every meeting.
    3. Budget Adoption: Executive Council will approve a budget on a yearly basis.
    4. Expenses: Expenses totalling more than $25 require approval of the Executive Council.
  2. Article VIII: Indemnification and Insurance
    1. Indemnification of Officers, Members, Volunteers: The Guild may purchase indemnity insurance as needed for Guild business
    2. Insurance: The Guild may purchase and maintain D&O insurance for any member of the Executive Council.
  3. Article IX: Amendment
    1. Amending the Bylaws: The Executive Council may propose an amendment(s) to these Bylaws at any time. The proposed amendment(s) must be electronically proposed via The Guild’s website two (2) weeks prior to a general meeting. Voting will occur at that meeting with the majority of members attending constituting an affirmative response.
  4. Article X: Dissolution
    1. In the event The Guild is dissolved, the money in The Guild’s bank accounts will be distributed to organization(s) having a mission consistent with the mission of the South Florida Modern Quilt Guild. The recipient(s) will be determined by a majority of the members present at a regular SFMQG meeting.
  5. Article XI: Requirements to be exempt as an Organization described in section 501(c)(3) of the Internal Revenue Code
    1. Section 1. 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.
    2. Section 2. 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 section 1 hereof and in article 1 of this constitution.
    3. Section 3. 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.
    4. Section 4. 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.
    5. Section 5. 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.


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