Vermont Modern Quilt Guild Bylaws

Article 1 – Name

The name of the guild shall be Vermont Modern Quilt Guild and shall be referred to as VTMQG.

Article 2 – Purpose

Section a.  The guild’s mission is to encourage and inspire the growth and development of modern quilting through art, education, and community in Vermont and beyond.

The guild shall endeavor to:

  1. Encourage modern quilt making and collecting.
  2. Provide educational activities such as speakers and demonstrations, special interest workshops and lectures.
  3. Support and sponsor quilting activities such as community events that provide the opportunity to share the art and enjoyment of quilting.
  4. Encourage new quilters and fiber artists in non-traditional fiber projects.

Section b.  The Guild shall be a non-profit corporation under the laws of and on file with the State of Vermont

Section c.  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.

Section d.  The VTMQG is an affiliate member of The Modern Quilt Guild Inc. through a group exemption with the Modern Quilt Guild Inc., the VTMQG is a 501 (c)(3) tax-exempt organization. The fiscal year begins on January 1 and ends on December 31 of each year in accordance with that of the Modern Quilt Guild Inc.

Section e.  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 Sections a and c above.

Section f.  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 section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or 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.

Notwithstanding the above, the following activities, neither of which violates the above requirement of the 501 (c)(3) tax exempt organization pursuant to the Internal Revenue Code are permitted:

  • A member may be hired as a principal lecturer/teacher/or quilter by the Executive Board
  • Guild members may sell items at the/a quilt show, either as a contracting vendor or in the VTMQG’s booth.

Section g.  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.

Article 3 – Membership

Section a. Membership in VTMQG is granted upon completion of membership application and payment of dues. Paid members in good standing receive a single vote in guild matters, may hold office, serve on committees and participate in guild challenges and activities. The membership year shall run from January 1st to December 31st.  Each member is required to keep dues current, payable within the first two months of each calendar year. Members joining after July 1st will pay half the amount of established annual dues. The annual due amount will be determined by the Executive Board and increases in the dues will be voted upon by the members of the guild. No portion of the dues is refundable.

Section b. Visitor Policy.  Guests are welcome and encouraged. Visitors may attend two meetings free of charge. After two free meetings, membership will be required to continue attending.  In some cases, visitors may attend special events for an additional cost above the member cost of the event.

Article 4 —Executive Board Members

Section a. VTMQG Executive Board consists of the President, Vice President, Secretary, Treasurer,  Program Director and shall be elected by the membership at the May meeting.  Persons holding office must be 18 years old, or older, and be a member in good standing. Positions may be shared by two people, however, only one person will be designated as the voting member of the Executive Board.  This board will meet as needed. Committee chairs shall be appointed by the President, as necessary, to carry on the business of the organization. All committees and chair persons are responsible to and accountable to the President.

Section b. The Nominating Coordinator shall be chosen in March.  Nominations for  guild officers shall be taken at the March meeting and will be accepted for the next ten days via communication with the Nominating Coordinator.  Members may nominate other members with their permission or may self nominate.  In April he/she will present this slate of nominees to the Executive Board.  Following the approval of the slate of nominees, the Nominating Coordinator will present the nominees to the general membership in May.  The Executive Board members are determined by a majority vote of those present.  Voting will be conducted either by ballot or on-line.  

Section c.  Newly elected officers shall assume their duties at the close of the June meeting and shall remain in office for one year or until their successors have been installed.

Section d. Vacancies in unexpired terms of board members shall be filled by appointment of willing individuals as appointed by the board.

Article 5 — Duties of Executive Board Members

Section a. The President shall be responsible for the conduction of regular monthly meetings, chairing the Executive Board, appointing committee chairs, attending other committee meetings as needed as an ex officio member, and performing other duties as required.

Section b. The Vice President shall assist the President as necessary. The VP presides over general meetings in the President’s absence and generally assumes the role of President the next year.

Section c. The Secretary shall keep minutes of all monthly meetings of the VTMQG and shall maintain permanent records of all meetings.  Minutes will be posted to the website, for viewing by the members, in a timely manner.  

Section d. The Treasurer shall receive and bank all VTMQG monies, disburse funds as authorized by the Executive Board and maintain records of all funds. A brief financial report shall be made quarterly. All expenses must be submitted to the Treasurer.  The Treasurer shall prepare and submit all forms and reports required to maintain VTMQG’s membership in good standing with the national Modern Quilt Guild in a timely manner.  The Treasurer shall prepare, submit and file all forms and reports, including any tax forms required to maintain VTMQG’s non-profit status with the federal and Vermont state authorities in a timely manner.  The Treasurer shall prepare the proposed budget for the upcoming fiscal year and shall present it at the January meeting. The Treasurer’s books will be audited every year, in February by the President and the VP.

The Treasurer shall also ensure that all members’ dues are current and will notify the Executive Board by the March meeting of names to be removed from the membership roster who decide not to renew their membership.

Section e. The Program Director develops a program calendar on a yearly basis for speakers, demonstrations, challenges and workshops.  The program calendar is to be submitted to the Executive Board for approval.  The Program Director invites guest speakers, arranges for workshop space and establishes applicable fees for the events.  During special events, the Program Director provides and/or arranges assistance as needed.  The Program Director will also develop and maintain a resource file of potential programs and speakers.

Section f.  All members of the Executive Board shall have access to the membership roster to be able to assist in maintaining a current roster and in welcoming new members.

Article 6 — Committees

Section a.  Committees and their chairpersons shall have no authority except that which is granted by the President and/or the Executive Board.  Special committees shall be appointed by the President, as necessary, to carry on the business of the organization.  All committees and chairpersons are responsible to and accountable to the Executive Board.  Committee Chairs can create a committee as necessary to assist in a role.  Committees may be dissolved at the discretion of the Committee Chair.

Committee Chair positions may include but are not limited to the following:  Web Coordinator, Photographer, Community Outreach Coordinator, Nominating Coordinator and Program Director.

Section b.  The Web Coordinator shall be responsible for maintaining an online presence.  Updates to VTMQG information online from the direction of the Executive Board and other committee chairs.  Creates and ensures that standards of website etiquette are maintained by all members online as necessary.

Section b.  The Photographer shall be responsible for taking pictures at VTMQG meetings and events and uploading these photos to online platforms in a timely fashion.

Section c. The Community Outreach Coordinator creates and maintains a list of local non-profits interested in receiving quilts, proposes donation opportunities at VTMQG meetings and organizes the delivery of any quilts or other items made to various local non-profits.

Section d.  The Nominating Coordinator shall be responsible for accepting and/or soliciting nominees for the Executive Board and creating the slate of nominees and present them to the current Executive Board in April.  Once approved by the Executive Board, the Nominating Coordinator will present the slate of nominees to the general membership for voting during the May meeting  The Nominating Coordinator will also be responsible for all election logistics, including but not limited to ballots and counting votes.

Section e. The Program Director is responsible for all things outlined in Article 5, Section e. Additionally, the Program Director chairs the Program Committee and is responsible for delegating tasks to the committee as needed for quality programming for the guild.

Article 7 – Meetings

Section a. Membership Meetings: Membership on-site meetings are monthly on dates and at a place designated by the Executive Board. Members will be notified of meetings via email, publication on the VTMQG blog or other social networks. Special or board meetings can be called by the President or committee chairs.

Section b. Executive Board Meetings: The Executive Board shall meet at least four times a year on a schedule that is agreed upon by the Executive Board members.

Section c. Special events or workshops: When the guild holds special events, such as lectures, classes, or retreats, members will be given first opportunity to reserve space, then nonmembers/guests as space permits. When space for such events is limited, spaces can be reserved on a first-come-first-serve basis. Additional fees to attend special events may be asked of members and guests as agreed upon by the Executive Board.  All fees for events will be announced at meetings, on the website and any other online presence.

Article 8 — Amendment

The bylaws may be amended at any regular meeting of VTMQG by a two-thirds vote of present active members, provided the proposed amendment has been submitted in writing to the Secretary previously. The Secretary will then post the revised bylaws to the guild’s website for the members to review, one month prior to when the vote will take place.

Article 9 – Dissolution

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 code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  The recipient of such assets will be determined by a majority vote of the members present at a regular VTMQG group meeting.  

Bylaw changes voted into effect on 12/12/16 by members at the December 12, 2016 meeting.