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Amended December 7, 2022
ARTICLE 1: NAME
The name of this organization shall be the Penn Rose Quilt Guild (the Guild).
ARTICLE 2: PURPOSE
The purposes of the Guild are:
· to improve opportunities to serve the community through the use of quilting and related arts
· to provide information and exchange ideas about the art of quilting and other related topics
· to bring together individuals who share an interest in quilts and quilting
ARTICLE 3: FISCAL RESPONSIBILITIES
Section 1: Fiscal Year
The fiscal year of the Guild shall commence on the first day of July and end on the 30th day of June.
Section 2: Audit Committee
An audit committee comprised of two members shall be appointed by the president. The audit committee shall audit the treasurer’s accounts and report at the September meeting.
Section 3: Conflict of Interest
· No member shall cast a vote, nor take part in any final deliberation, in any manner in which he or she, a member of his or her immediate family, or an organization to which such member has allegiance, has a personal interest that may be seen as competing with the interest of the guilt.
· Any member who believes he or she may have such a conflict of interest shall so notify the board prior to deliberation on the matter in question and the board shall make the final determination as to whether any member has a conflict of interest in any matter.
· The minutes of the board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested member.
Section 4: Authorized Signatures for Checks
All checks, drafts, and other orders for payment of funds will be signed by such officers as the Board of Directors may from time to time designate. Checks issued by the Guild shall require only one signature. However, 2 members shall have the authority to sign any check. Those members shall be the Guild Treasurer and her designee. Additionally, the Guild President shall also have the authority to sign checks. (Dec 7, 2022)
Article 4: Membership
Section 1: Eligibility
a. Membership is open to individuals who have an interest in quilts and quilting
b. Membership is limited to individuals who are at least 18 years of age.
c. Privileges of membership shall be limited to those people whose dues are current.
Section 2: Dues and Fees
a. Annual dues apply to the period of July 1st through June 30th.
b. New members shall pay a new member fee of $15.00
c. Changes to the amount of annual dues shall be proposed by the Board of Directors and approved by a majority vote at a general meeting at which a quorum is present.
d. Dues are payable by July 1st for the coming year.
e. Membership dues are not refundable.
Section 3: Confidentiality of Membership Directory
The membership directory is confidential and may only be used within this organization. Directory information may not be distributed outside of this organization or otherwise used for personal, business, or commercial gain.
Article 5: Officers
Section 1: Names of Officers
The officers of the Guild shall be President, First Vice President, Second Vice President, Secretary, and Treasurer.
Section 2: Duties of the Officers
a. The officers shall perform the duties of office as specified in the bylaws or by any other acts of the Guild or as prescribed by parliamentary authority.
b. The President shall:
i. preside over meetings
ii. chair and schedule meetings for the Board of Directors
iii. be an ex-officio member of all committees
c. The First Vice President shall:
i. perform the functions of the president in the absence of the president
ii. chair the membership committee
d. The Second Vice President shall:
i. chair the program committee
e. The Secretary shall
i. keep minutes of all general and Board of Directors meetings
ii. be responsible for all general correspondence
iii. maintain official copy of the bylaws, minutes, and other governing documents
f. The Treasurer shall
i. Maintain all bank accounts.
ii. Provide oversight for all financial transactions
iii. Chair the budget committee and report to the Board of Directors and membership on financial matters
iv. Prepare any required financial reporting forms
v. Maintain all financial and insurance records
Section 3: Nomination and Election of Officers
a. The board shall appoint a nominating committee no later than the April general meeting for the purpose of nominating at least one candidate for each office up for election.
b. The nominating committee shall be composed of at least two members who have been members of the Guild for no less than one year and may not be current officers.
c. The nominating committee shall present the slate of candidates at the May general meeting.
d. The election of officers shall take place at the June general meeting.
e. Nominations shall be accepted from the floor prior to the election.
f. Election shall be by written secret ballot unless there is only one nominee for a position, in which case, election maybe by general consent. Officers will be elected by a simple majority of the votes cast.
Section 4: Term of Office
a. At the initial general election, the president and secretary shall be elected for a term of one year; the first vice president, 2nd vice president, and treasurer shall be elected for a term of two years.
b. The president and secretary elected at the initial general election shall be eligible for a second consecutive term. The first vice president, 2nd vice president, and treasurer elected at the additional general election shall not be eligible for a second consecutive term.
c. For subsequent elections, the president and secretary shall be elected in the odd numbered years; the first vice president second vice president and treasurer shall be elected in even numbered years.
d. For subsequent elections, officers shall be elected to a two-year term and shall not be eligible for a second consecutive term.
e. Incumbents will assume the responsibility of office at the conclusion of the meeting at which they were elected.
Section 5 Eligibility for Office
a. A member in good standing for a period of at least one year is eligible to become an officer
b. No member may hold more than one office at a time.
Section 6: Removal from Office
Officers can be removed from office with cause by a 2/3 vote of those present at a general meeting where previous notice has been given and a quorum is present.
Section 7: Vacancies
a. If the president vacates the office before the term has expired, the first vice president will assume position of president.
b. If an officer other than the president vacates an office before the term has expired, nominations will be accepted from the floor at a regularly scheduled general meeting.
c. Election will be by written secret ballot unless there is only one nominee for a position, in which case, election maybe by general consent, officers will be elected by a simple majority of the votes cast
d. Members filling an unexpired term will serve until the end of the vacated member’s term.
e. An officer who has served a vacated member term for less than a year may serve an additional term if elected.
Article 6: Meetings
Section 1: General Meetings
a. General meetings of the Guild shall be held once a month, except for the month of January and February, unless otherwise determined by the Board of Directors. Dates, time, and location of the beatings will be determined by the Board of Directors.
b. A special meeting of the Guild may be called by any officer of the Guild, or by petition of at least ten members in good standing. A meeting notice, which includes the meeting date, time, place, and purpose shall be publicized at least one week prior to the meeting, no business shall be transacted at a special meeting except for that for which notice was given.
Section 2: Quorum and Voting
a. A quorum for a general or special meeting of the Guild shall consist of the attendance of 40% of the paid membership as of the preceding July 1st
b. Each member in good standing of the Guild, except the president, shall have one vote. The president shall vote in the event of a tie. The president shall also be entitled to vote in the election of officers.
c. A majority vote of those present shall be sufficient for a motion to carry except as otherwise specified in these bylaws or parliamentary authority.
Section 3: Meeting Cancellation.
a. The president may cancel a regular scheduled, special, or Board of Directors meeting due to a weather related or another emergency.
b. Members will be notified of the cancellation as soon as it is practical after the decision to cancel has been made.
Article 7 Board of Directors
Section 1: Board of Directors Composition
The Board of Directors shall consist of the President, First Vice President, 2nd Vice President, Secretary, and Treasurer.
Section 2: Meetings of The Board of Directors
a. The Board of Directors shall meet as needed to carry out its duties.
b. Decisions by the Board of Directors require a majority vote of the members of the Board of Directors.
Section 3: Duties of the Board of Directors
a. The Board of Directors shall oversee the affairs of the property of the Guild
b. The Board of Directors shall have the power to establish or dissolve standing and ad hoc committees, except as otherwise specified in these bylaws.
c. The Board of Directors shall appoint the chair for all committees unless otherwise specified in these bylaws.
d. The Board of Directors shall vote on the annual budget proposed by the budget committee prior to the presentation of the budget at the September general meeting.
Article 8: Committees
Section 1: Standing And Ad Hoc Committees
a. Standing committees will include, but not be limited to, budget, community service, history, membership, newsletter, and programs.
b. Ad hoc committees are automatically disbanded when their work is completed.
c. Committees may not act independently of the Guild.
d. Committees may not incur expenses that have not been authorized in an approved budget without the approval of the Board of Directors.
Section 2: Committee Chairs
a. The responsibilities of the committee chairs include, but are not limited to, the following:
i. Overseeing the committee at its activities
ii. Presenting committee reports at general meetings
iii. Keeping the Board of Directors informed about committee activities and notifying the Board of Directors of any concerns or issues
iv. Providing the budget committee with an anticipated committee expense
v. Maintaining committee records
Section 3: Committee Responsibilities
a. The budget committee shall approve an annual budget subject to the approval of the Board of Directors/
b. The community service committee shall plan and oversee community service projects
c. The history committee shall record the guilds history in a permanent record
d. The membership committee shall collect and record dues payments, maintain current member and waiting lists, provide membership materials to new members, and welcome new members to the guild.
e. The newsletter committee shall publish and distribute the Guild newsletter and distribute meeting minutes and other Guild notices to the membership.
f. The program committee shall plan and oversee the programs offered at the general membership meetings as well as workshops offered by the Guild.
Article 9: Parliamentary Authority
Roberts rules of order shall govern the Guild in all cases and which they are applicable and are consistent with these bylaws or other governing documents adopted by the Guild.
Article 10: Amendments
a. Any member in good standing may propose at amendment to these bylaws by submitting it in writing at a general meeting.
b. The proposed amendment shall be published in the next newsletter and presented for discussion at the next general meeting before being put to a vote.
c. The proposed amendment shall be adopted if approved by a 2/3 vote at a meeting with a quorum present.
Article 11 Dissolution
The Board of Directors may propose dissolution of the Guild by providing notification in writing to the full membership at least two months prior to a general membership meeting. The dissolution shall be accepted if approved by a 2/3 vote at a meeting with a quorum present. In the event of dissolution, any property or funds will be distributed subject to the laws of the Commonwealth at Pennsylvania and federal nonprofit regulations
Revisions:
Article 6, Section 1: June 7th 2017
Article 4, Section 4: December 7th 2022/Become a part of our Penn Rose Quilt Guild community and enjoy exclusive access to events, activities and special offers.
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