Central Iowa (IA) Modern Quilt Guild By-Laws
Article I. Name, Purpose and General Matters
1.1 Definition:
The name of the organization will be the Central Iowa (IA) Modern Quilt Guild, hereafter referred to as “CIAMQG,” This corporation is a non‐profit public benefit corporation and is not organized for the private gain of any person. It is organized under the Non‐Profit Public Benefit Corporation Law for charitable, educational and public purposes. The CIAMQG is registered with and pays dues to The Modern Quilt Guild.
1.2 Mission:
The CIAMQG’s purpose is to:
Develop and encourage the art and craft of modern quilting
Offer educational opportunities through classes, workshops and sharing of information
Support and provide opportunity for “charity” or other works that provide back to the community through the use of modern quilting skills
Encourage new quilters and other fiber artists in the exploration of “modern” quilting
Work with other guilds and groups with a similar purpose
1.3 Location and office:
The CIAMQG will maintain a PO Box mailing address within the state of Iowa and a registered contact.
1.4 Powers:
Members and officers of the CIAMQG are subject to adherence to these Bylaws.
1.5 Fiscal Year:
The fiscal year begins on January 1 and ends on December 31 of each year.
1.6 Annual Meeting:
The November Meeting will be considered the Annual Meeting where elections are held, and the President and Treasurer deliver reports.
1.7 Privacy:
Member information is for the purpose of the CIAMQG business only and 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.
1.8 Non-Discrimination:
No person may be denied membership to the CIAMQG or be denied participation in any guild events or activities because of the person’s sex, race, religion, national origin, veteran status, ancestry, creed, pregnancy, marital or parental status, sexual orientation, gender identity, and gender expression, age, or physical, mental, emotional, or learning disability.
Article II. Members
2.1 Membership:
Membership is granted to anyone residing in the state of Iowa and who is 18 years or older upon completion of membership application and payment of annual dues. Members must adhere to the code of conduct as outlined by the Modern Quilt Guild to remain in good standing and maintain membership.
Paid members in good standing receive a single vote in guild matters.
2.2 Dues:
The annual dues amount will be set by the Executive Council. If a member withdraws from the CIAMQG, dues will not be prorated or refunded. Dues must be received by the end of January to remain in good standing. The Executive Council has the authority to authorize payment arrangements on a case-by-case basis. Executive Council may prorate dues upon joining mid-year per their discretion.
2.3 Meetings:
The CIAMQG holds meetings on the first Monday of each month at 7 p.m. or as determined otherwise by the Executive Council. Members may attend meetings free of charge.
2.4 Voting:
Each member in good standing receives one vote towards CIAMQG matters and shall vote on officer elections, and bylaws amendments.
2.5 Revoking of Membership:
Membership may be revoked when actions by a member adversely affect the integrity of the society and its membership, for violating policies set by the CIAMQG or the hosting meeting space or a case of action that threatens the non-profit status of the CIAMQG, including criminal behavior. The Executive Council shall hold the final say on if a membership is revoked.
Article III: Officers
3.1 Officers:
The Executive Council shall consist of President, Vice President, Director-at-large, Secretary, and Treasurer. Each officer must be a member in good standing for the entire term. Candidates must understand and adhere to the CIAMQG’s purpose and officers must attend 80% of the general and Executive Council Meetings.
3.2 Nominating Committee:
A nominating committee will be formed 60 days prior to elections and will consist of 3-5 members who do not wish to be considered for any officer position. Standing Executive Council members may stand in if no members wish to join the Nominating Committee.
3.3 Election of Officers:
Officers will be elected to a term as outlined in section 3.6 by a majority of the members.
3.4 Installation of Officers:
Officers will be installed in the upcoming calendar year following the election unless they resign or are removed from office or membership. All books and papers regarding the CIAMQG shall be delivered to the new Officer within two weeks of the election.
3.5 Filling of Vacancies:
An Officer may resign at any time. Any officer position with the exception of the President can be appointed by the Executive Council. A Vice President will fill in for President until elections can be held.
3.6 Powers and Duties:
The Officers terms and outlined duties are as listed below.
President:
Term: Existing Vice-President would move to the President role for a term of one calendar year and would maintain a position on the Executive Council after serving as President in an advisory position for up to one year as needed.
Responsibilities: The President shall:
a. Preside at all general business, special and Board meetings.
b. Create agendas for General Business and Executive Board meetings.
c. Conduct correspondence for the Guild including emails to Guild members.
d. Serve as a co-signer with Treasurer on checks issued by the Guild.
e. Perform other duties as required, as official spokesperson for the Guild.
Vice-President:
Term: To consist of one calendar year with the expectation that following vice-presidential term will move to the Presidential role.
Responsibilities: The Vice President Shall:
a. In the absence of the President, conduct Guild meetings and/or Board meetings.
b. Assume the responsibilities of President in the event the President cannot complete the term of elected office.
c. Serve as backup for any Guild officer.
d. Provide support to the President on all Guild correspondence.
e. Will maintain charitable giving for the CIAMQG to meet requirements to maintain the guilds non-profit status.
Director-at-Large:
Term: To consist of two calendar years.
Responsibilities: The Director-at-large shall:
a. Act as a liaison between the Executive Council and guild members to organize social events, challenges and swaps, and retreats.
b. Contact for guests and new members.
c. Other responsibilities as deemed applicable by the Executive Council.
Secretary:
Term: To consist of two calendar years.
Responsibilities: The Secretary Shall:
a. Keep minutes of the General Business and Executive Board meetings or arrange for a substitute in his/her absence.
b. Maintain a record of all minutes for the term of office.
c. Create and provide General Business meeting attendance sign-up sheets.
d. Maintain the general email for the guild.
e. Assist the President and Committee Chairs as needed.
f. Hold one of the keys for the PO Box .
g. Assist the Treasurer with maintaining CIAMQG membership on the Modern Quilt Guild Site.
Treasurer:
Term: To consist of two calendar years.
Responsibilities: The Treasurer shall:
a. Receive and bank all Guild monies.
b. Maintain bookkeeping records of all funds.
c. Disburse funds as authorized.
d. Serve as co‐signer with other authorized Officers on checks of the Guild.
e. Make a financial statement available for the members.
f. Provide a financial statement to the Executive Board.
g. Provide complete financial reports and taxes for the Modern Quilt Guild.
h. Assist Secretary with maintaining CIAMQG membership on the Modern Quilt Guild Site.
Article IV: Executive Council
4.1 Members:
The Executive Council shall consist of the Officers of the CIAMQG.
4.2 Powers:
As directed by these Bylaws, the Executive Council will be responsible for managing the business and affairs of the CIAMQG.
4.3 Meetings:
The Executive Council shall meet a minimum of once a quarter on a schedule that is agreed upon by the members. Changes to the meeting time or place must be announced seven days in advance by either electronic communication or oral communication with the exception of emergencies. The Executive Council may invite other persons as guests to these meetings as agreed upon by the Executive Council.
4.4 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.
4.5 Voting:
A majority of the Executive Council members present at a meeting where the Quorum is met will constitute an affirmative vote.
4.6 Electronic Meeting:
Executive Council members are allowed to electronically attend meetings.
Article V: Committees
5.1 Committees:
Committees are created to assist the Executive Council in carrying out activities and responsibilities of the CIAMQG. Committees can be suggested by any member and the Executive Council may officially create or dissolve a committee by an affirmative vote.
5.2 Chairpersons and Members:
Any member of the CIAMQG in good standing can belong to one or more committees at any one time. Chairpersons will be appointed by a member of the Executive Council.
5.3 Chairperson Responsibilities:
The Committee Chairperson is responsible for the general supervision of the committee and its membership. The Committee Chairperson reports to its respective Executive Council Officer and monthly meetings as applicable.
5.4 Term:
The Executive Council will determine the term of the Committee and Committee Chairperson.
5.5 Resignation and Removal of Committee Chairpersons:
The Executive Council may remove a Committee Chairperson no longer in good member standing. In the event of removal or resignation, the Executive Council may appoint a replacement Committee Chairperson.
5.6 Meetings:
Each Committee may meet as needed and should follow rules as set by these by-laws.
5.7 Financial Affairs:
Each committee will work with the Treasurer regarding financial matters. At no time should the committee be considered to be independent of the CIAMQG nor fail to submit money or expenses to the Treasurer.
Article VI: Execution of Documents
6.1 General:
The Executive Council will be responsible for maintaining the good standing of the CIAMQG in all matters regarding legal documents and contracts.
6.2 Contracts:
The Executive Council has the power to execute contracts on behalf of the CIAMQG and to delegate such power to others on a case-by-case basis.
Article VII: Guild Funds
7.1 Funds received:
All funds delivered to the CIAMQG will be deposited in the CIAMQG bank account. The Treasurer will oversee the bank account and will deliver any check or other payment of monies on behalf of the CIAMQG. A member of the Executive Council will be designated as the backup to the Treasurer.
7.2 Treasurer Review Committee:
A Treasurer report will be given at every meeting.
7.3: Budget Adoption:
Executive Council will approve a budget on a yearly basis.
Article VIII: Amendment
8.1 Amending the Bylaws:
Regular review of the Bylaws will take place at least once every three years by a committee of non-Executive Council members. The committee members must be members in good standing of the CIAMQG. In a review year, the Bylaws Committee will present their updates to the Executive Council at least 60 days before membership is expected to vote at the Annual Meeting. In the event that no members are willing or able to serve on this committee, the Executive Council will review the Bylaws.
The Executive Council may propose an amendment to these Bylaws at any time. The proposed amendment must be presented via email at least 14 days prior to the vote. Bylaws amendments will take place when a 50% quorum of membership approves them at a guild meeting. Voting will occur at that meeting with the majority of members attending constituting an affirmative response.
Article IX: Dissolution
9.1
In the event the CIAMQG is dissolved, the money in the CIAMQG’s bank accounts will be used to purchase quilts for museums and historical societies and/or given to charity.