THE ALL-STAR QUILTERS GUILD, INC.
ARTICLE I – NAME
This organization shall be known as The All-Star Quilters Guild, Inc., here-in-after referred to as “Guild”.
ARTICLE II – HEADQUARTERS
The Guild’s headquarters shall be located in Duval County, Florida.
ARTICLE III – PURPOSE
The All-Star Quilters Guild, Inc. is a non-profit organization dedicated to preserving the heritage of quilting and related arts for individuals of Northeast Florida through inspiration, information, education, and charitable acts, not inconsistent with Florida Non-Profit Corporation Act (fls.617.01011).
ARTICLE IV – MEMBERSHIP
Section A. The Guild is a nondiscriminatory organization.
Section B. Eligibility for membership is dependent upon payment of one year’s dues.
Section C. Each member shall be entitled to a current copy of the Guild’s Bylaws, Directory,
and copies of the Newsletter, as published.
Section D. A member may attend the Guild’s general meetings and meetings of its Board of Directors, participate in Guild activities and serve on Guild standing and special committees. A member shall have voting privileges at the Guild’s general meetings and shall have the right to hold office and chair committees unless otherwise set.
Section E. Failure to pay annual dues by the close of the Guild’s general meeting in January shall be considered as voluntary withdrawal from the Guild.
New members joining the Guild after January shall have that year’s dues pro-rated on a quarterly basis.
Section F. Certain Guild activities may be limited to Guild members only.
ARTICLE V –OFFICERS AND DUTIES
Section A. The officers of the Guild shall be the President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer.
Section B. All officers shall attend all meetings of the Guild Executive Committee, Board of Directors and general meetings of the members.
Section C. All officers shall fulfill their duties at each meeting.
Section D. By the close of the Guild’s January general meeting, each officer shall forward all the records of his/her office to their successor.
ARTICLE VI – EXECUTIVE COMMITTEE
Section A. Shall consist of the officers of the Guild, all of whom shall attend Executive committee meetings. Each member in attendance shall have one (1) vote on each matter submitted for their consideration. A quorum of four is required to transact business.
Section B. Shall meet at least once a year.
Section C. The President may call special meetings of the Executive Committee at the written request of three members.
Section D. Shall formulate recommendations concerning the welfare of the Guild for referral to the Board of Directors.
Section E. Shall act for the Guild in the event of an emergency.
Section F. Vacancies in office shall be filled in accordance with Article XI.
Section G. Shall approve the bank to be used by the Guild.
ARTICLE VII – BOARD OF DIRECTORS
Section A. Shall consist of the Guild’s officers, Standing Committee chairpersons, Newsletter Editor, and committee representatives, all of whom shall attend Board of Directors meetings.
Section B. Shall meet at least ten times each year.
Each attending member of the Board of Directors shall have one (1) vote on each matter submitted for their consideration. In the event of absence of a chairman of a standing or special committee, a member of that committee may be designated by the chairman to attend a meeting of the Board of Directors. In such an instance, the member of the committee may cast the vote for that committee.
A quorum of 7 is required to transact business.
Section C. Shall direct the formulation of Guild policies toward achieving its purpose.
Section D. At the time the annual budget is prepared, shall determine the amount of annual membership dues to be paid. However, any increase of more than 15% over the previous year’s dues shall require the approval of the Guild’s general membership.
Section E. Shall be responsible for the appointment of the auditing and nominating committees in accordance with Article IX of these Bylaws.
Section F. May authorize the expenditure of unbudgeted funds not to exceed $100.00 for any single disbursement without a vote of the general membership.
ARTICLE VIII – STANDING COMMITTEES
Section A. Shall be communications, community service, education, library, membership, ways and means and 1 representative to QuiltFest.
Section B. The President shall appoint the chairpersons of these committees unless otherwise set out in these bylaws.
Section C. All Chairpersons shall attend the Guild’s Board of Directors’ and general meetings.
In the event a chairman cannot attend a meeting of the Board of Directors, a member of that committee may be designated to attend in accordance with Article VII, Section B.
Section D. By the close of the Guild’s January general meeting, each outgoing chairperson shall have forwarded all committee records/files to his/her successor.
ARTICLE IX – SPECIAL COMMITTEES
Section A. Unless otherwise set out in these bylaws, the President may establish special committees as needed for the performance of special tasks or duties.
Section B. The President shall appoint the chairpersons, except for the Nominating and
Auditing committees, which will be appointed by the Board of Directors.
Section C. Special Committees shall include, but are not limited to, the following:
1. Auditing Committee
Shall be appointed by the Board of Directors Meeting in November. It shall be composed of a chairperson and two members. Its duties shall be to audit the Treasurer’s accounts at the close of the fiscal year and report at the January general membership meeting.
2. Nominating Committee
Shall be appointed by the Board of Directors at the Board of Directors Meeting in August. It shall be composed of a chairperson and two members. Its duties shall be:
a. To prepare a proposed slate of officers which shall be presented at the general membership meeting in September and published in the October issue of the Guild’s newsletter. No one may be nominated without his/her consent.
b. Nominations from the floor may be made at the October annual meeting. In order to be nominated from the floor, the nominee must be present or have given his/her prior written consent for the nomination to be made. Each nomination must have two seconds.
c. Any member may be nominated for office unless he/she at time of installment will hold office in another quilt guild.
d. Incumbents may not serve more than two consecutive terms in the same office.
e. Shall prepare and tally the ballots.
ARTICLE X – ELECTION OF OFFICERS
Section A. Election of officers shall take place during the Annual Meeting in October.
Section B. Officers shall be elected by ballot. In the event there is only one candidate for each office, officers may be elected viva voce.
Section C. Officers shall be elected for a term of one year or until their successors are elected. Their term of office shall begin at the close of the January general meeting.
Section D. To ensure an orderly transfer of office, at least one meeting shall be held between newly elected officers and their counterparts presently in office. Newly elected officers shall attend all Board of Directors meetings that occur between the time of their election and installation.
ARTICLE XI - VACANCIES IN OFFICE
Should a vacancy occur in the office of President, the Vice President shall assume the duties of the President automatically for the balance of the term of office. The vacancy would then be in the office of Vice President.
Vacancies in office, other than President, shall be filled by appointment made by the board of Directors, for the unexpired term. The consent of the appointee(s) must be obtained.
A “term of office” shall be defined as six months or more.
ARTICLE XII- GENERAL MEETINGS
Section A. The Guild shall hold one general meeting each month.
Section B. All members of the Guild may attend general meetings and each member in attendance is eligible to cast one vote on each question.
Section C. Those in attendance shall constitute a quorum.
Section D. A non-member may attend, without voting privileges, up to two of the Guild’s meetings per fiscal year.
ARTICLE XIII- PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Guild in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Guild may adopt.
ARTICLE XVI- FINANCES
Section A. The Guild’s fiscal year shall be January 1 through December 31.
Section B. The Guild shall operate on a non-profit basis.
Section C. Membership dues are non-refundable and nontransferable.
ARTICLE XV- AMENDMENTS
Section A. Any member of the Guild may propose an amendment of these bylaws. Any such amendment must be submitted in writing to the President at least 28 days prior to the Guild’s next general meeting. Before this meeting, notice of this proposed amendment shall be published in the Guild’s newsletter.
Section B. At this general membership meeting the proposed amendment shall be presented.
Section C. These bylaws can be amended at any general meeting of the membership by a two-thirds vote of those cast provided the amendment has been submitted in accordance with Sections A. and B. of this Article.
Section D. Amendments to the bylaws become effective at the close of the general membership meeting at which adopted.
ARTICLE XVI- DISSOLUTION
Section A. In the event the dissolution of the Guild is deemed necessary by the Board of Directors, the President shall call a special meeting of the Guild to take place no later than 30 days following this recommendation by the Board of Directors. Written notice of the time, place and exact purpose of the meeting shall be mailed to all members of the Guild.
At this meeting, a vote by written ballot shall be taken concerning the dissolution of the Guild. A two-thirds vote in favor of such dissolution by those members in attendance and voting at this meeting shall be required before the Board of Directors implements the following:
Upon the dissolution of the organization, assets shall be distributed to one or more like organizations within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state or local government, for public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the organization is then located, exclusively for such purpose or to such organizations, as said Court shall determine, which are organized and operated for such purposes.
REVISED NOVEMBER 2016