ARTICLE I: Name, Purpose and Related Matters
The name of the corporation set forth in the Articles of Incorporation will be the Vermont Modern Quilt Guild, Inc. also referred to as “VTMQG” and “the Guild”.
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:
- Encourage modern quilt making and collecting among the general public.
- Provide educational activities such as speakers and demonstrations, special interest workshops and lectures, which are open to the public.
- Support and sponsor quilting activities such as community events that provide the opportunity to share the art and enjoyment of quilting.
- Encourage new quilters and fiber artists in non-traditional fiber projects.
1.3 Registered Agent and Office:
The Guild will maintain a permanent mailing address in the state of Vermont and a registered agent with a mailing address in the state of Vermont.
1.4 Non-Profit Status:
The Guild shall be a non-profit corporation under the laws of and on file with the State of Vermont. 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.
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 1.2 above.
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 Board of Directors
- Guild members may sell items at the/a quilt show, either as a contracting vendor or in the VTMQG’s booth.
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.
The powers of the Guild and of its directors, officers and committees are subject to the provisions of the Articles of Incorporation and these Bylaws. At no time will the Guild, its directors, officers or committees act in a way that jeopardizes the Guild’s non-profit or tax-exempt status (see Rules & Procedures document).
1.6 Fiscal Year:
The fiscal year of the Guild begins on January 1 and ends on Dec 31 of each year. The Board of Directors is authorized to change the fiscal year.
1.7 Member Information:
Member information in any of the Guild’s publications is for the Guild’s purposes only. Every effort will be made to protect the privacy of each Member and Guest. Mass emails shall not show the email address of Members or Guests unless permission is specifically given to do so. This excludes emails by the guild to the guild members notifying them of guild business. Any individual wishing to have their name removed from the Guild distribution list may do so by submitting an email request to the Guild email address.
In the interest of brevity and with no gender bias implied or intended in these Bylaws, members of the Guild will be referred to as “they”, “their”, and “theirs” whether referring to “members” in the plural or a “member” in the singular.
ARTICLE II: Members
General membership to VTMQG will be granted to anyone over the age of 18 upon completion of a membership application and payment of dues. Those who attend meetings as unpaid members are considered Guests (see Rules & Procedures document). Paid Members of the Guild will receive benefits as outlined in the Policy & Rules document.
The amount of annual dues will be set by the Board of Directors. New membership applications submitted on or after July 1st of the calendar year will be at a prorated level as established by the Board of Directors. If a new member withdraws from the Guild during the year, dues will not be prorated or refunded. Dues must be received by the January general meeting in order ensure a continuous membership. At the discretion of the Board of Directors, and on a case by case basis, payment arrangements may be made for individuals otherwise unable to pay dues in full. The annual dues amount will be determined by the Board of Directors and changes to the dues amount will be voted upon by the members of the Guild.
The Guild will hold at least ten (10) general meetings each year in the Burlington, Vermont area. The date, time and location will be published on the Guild website, in the Guild newsletter, via email and various forms of social media. General meetings will be open to Guests, who are allowed to may attend up to two free meetings per calendar year, but Guests may be charged a fee for other activities as determined by the Board of Directors based on actual costs incurred to the Guild for the meeting. Guests may be included on the Guild mailing list and have limited access to the Guild website. Both Members and Guests must sign in prior to the start of all general meetings.
2.4 Annual Meeting:
The June general meeting will be the Annual Meeting of the Guild each year.
2.5 Quorum and Voting:
The Board of Directors will decide on a quorum prior to each general meeting for the purpose of transacting business. The affirmative vote of a majority of the quorum at any general meeting will be the act of the Members, except as might be otherwise specifically provided by a statute, the Articles of Incorporation or these Bylaws.
2.6 Removal of a General Member:
Membership may be revoked if any member acts in a way that jeopardizes the Guild’s non-profit or tax-exemption status (see Rules & Procedures document). Members must adhere to guidelines and policies set forth by event venues and store owners.
Failure to act according to these guidelines may result in reprimand (see Rules & Procedures document). Any activity that is blatantly criminal will result in automatic removal from the Guild, and may result in charges and/or legal action.
ARTICLE III: Officers
The officers of the Guild will be the President, Vice President, Secretary, Treasurer and Programming Director. Each officer must be a member in good standing of the Guild for their entire term. Board positions may be shared by two people, however, only one person will be designated as the voting member of the Board of Directors. No one person may hold two different board positions at any one time. Candidates for office must have a clear understanding of the Guild’s purpose and have been an active member of the Guild for at least one (1) full year to be considered. At least three (3) of the officers must be Vermont residents.
3.2 Ex-Officio Officers:
The Immediate Past President (IPP) may provide assistance to the current President and Board of Directors and may assist in the transition of the incoming Board. The IPP is a non-voting member of the Board of Directors for the year immediately following the installation of the current President and serves as President of the Past Presidents Council. It is at the discretion of the IPP whether they choose to serve in this role and is open only to duly elected Presidents who serve at least one full term in the role of President.
Upon request, the Past Presidents Council may act in an advisory role to the current President. All Past Presidents who were eligible to serve as an IPP, whether they served or not, are invited to sit on the council.
3.3 Nominating Committee:
A Nominating Committee will be formed within five (5) days after the April general meeting and will consist of three (3) general members who do not wish to be considered for a Board position. The Nominating Committee Chairperson must have completed at least one (1) year of membership in good standing (see Standing Committees and the Rules and Procedures). In the event that the Committee is not filled with the appropriate number of Members, standing Board Members will fill in, starting with any Board Members not seeking office in the upcoming election, followed by the Vice President, then the Treasurer, then the Secretary, then the Programming Directors until there are no less than three (3) Committee Members.
3.4 Election of Officers:
Officers will be elected by the membership at the Annual Meeting in June (see Rules and Procedures).
3.5 Installation of Officers:
Officers will be installed at the end of the Annual Meeting. Each officer will serve for a term of one (1) year, beginning immediately at the end of the Annual Meeting or until their successor is duly elected, unless they are removed from office, resign from the office or otherwise fail or cease to serve. No officer will serve more than two (2) consecutive terms in the same office, unless the Board and general membership vote and agree for special reasons (for example, no other person is interested or willing to commit to the office). All books, papers, email login data, and other guild information will be delivered to the successor by the outgoing officer no later than the start of the July general meeting.
3.6 Resignation and Removal of Officers and Filling of Vacancies:
An officer may resign at any time by delivering notice to the President or Secretary and such resignation will be effective when the notice is delivered unless it specifies a later effective date. Any action that jeopardizes the Guild’s non-profit or tax-exempt status can be cause for removal. A majority vote taken by the Board of Directors plus the previous election cycle’s Nominating Committee Chair will remove the Board Member. However, the Board of Directors may remove any officer at any time with or without cause in the case of any criminal activity and reserve the right to consider charges and/or other legal action. Any vacancy in office resulting from any cause will be filled by appointment by the Board of directors unless otherwise noted in the bylaws, and that office shall be held until the next election.
3.7 Powers and Duties:
Each officer has the authority to and will perform the duties set forth below and as further described in greater detail in the Rules & Procedures document:
Subject to the rights and powers of the Board of Directors, the President shall be responsible for the conduction of regular monthly meetings, appointing committee chairs, attending other committee meetings as needed as an ex officio member, and performing other duties as required. The President will promote the purpose of the Guild, manage the Guild’s business affairs, administer Guild policies, maintain the Guild’s non-profit and tax exempt status, and facilitate the Guild’s General and Board meetings.
b) Vice President:
The Vice President shall assist the President as necessary. The VP presides over general meetings in the President’s absence, assists the President in managing the Guild’s business affairs and policies, oversees the bylaws and Rules & Procedures, and performs all duties around membership, including maintaining a current membership roster as detailed in the Rules and Procedures document.
The Secretary shall keep minutes of all monthly meetings of the VTMQG and shall maintain permanent records of all meetings. Minutes will be made available to the members in a timely manner.
The Treasurer will have care and custody of the Guild’s funds, maintain accounts and pay all accounts owed by the Guild, collect and deposit moneys due or belonging to the Guild, pay for and enroll persons in classes or other events, keep accurate records of all receipts, maintain all financial documents relating to the Guild, prepare books for the audit at the close of each fiscal year, and present a Treasurer’s report to the Guild membership quarterly. 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 shall also ensure that all members’ dues are current and will notify the Board of Directors within 10 days of the January meeting of names to be removed from the membership roster who decide not to renew their membership.
e) Programming Director:
The Programming Director develops a program calendar on a yearly basis for speakers, demonstrations, challenges and workshops. The program calendar is to be submitted to the Board of Directors for approval. The Programming Director invites guest speakers, arranges for workshop space and establishes applicable fees for the events. During special events, the Programming Director provides and/or arranges assistance as needed. The Programming Director will also develop and maintain a resource file of potential programs and speakers.
ARTICLE IV: Board of Directors
The Board of Directors, also referred to as “the Board”, will be comprised of the currently elected officers of the Guild. The Board may, from time to time, also invite other persons to attend Board meetings as guests.
In addition to the duties specified elsewhere in the Bylaws and the Rules & Procedures document, the Board will direct the Guild. The Board will have and may exercise all powers given by law to the Guild.
The Board will meet at least four (4) times a year (quarterly) at the dates, times and places to be decided by the majority availability of the Board. Special meetings may be held if called by the President or any two (2) or more Board members. Notice of such meetings may be given orally or electronically at least 14 calendar days before a regular meeting and five (5) calendar days before a special meeting need to be specified in the notice. The Board meetings are open to all Guild members, however the Board reserves the right to hold closed executive sessions as they deem necessary.
At all meetings of the Board, four (4) Directors in office immediately before the meeting begins will constitute a quorum for the transaction of business. If there is less than a quorum present, a majority of those present may adjourn the meeting from time to time, without notice other than an announcement of the meeting until a quorum can be present.
The affirmative vote of a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board, except as might be otherwise specifically provided by statute or by the Articles of Incorporation or these Bylaws.
4.6 Electronic Meeting:
Any action required or permitted to be taken at any meeting of the Board may be taken without a physical meeting if all members of the Board are offered the chance to participate. The action must be evidenced by email consents describing the action taken, signed by each participating Director, and filed with the minutes of the proceedings of the Board in the Guild’s corporate records.
ARTICLE V: Committees
Committees are created for the purpose of assisting the Board in carrying out activities and responsibilities in maintaining and growing the Guild. Committees can be suggested by any member, but only the Board of Directors can officially create or dissolve a committee. Any Guild member in good standing can belong to one or multiple committees, so long as their membership is current and can fulfill tasks as needed.
5.2 Appointment of Chairpersons:
The President, with the Board’s approval, will appoint chairpersons for the committees described below, except for those committees chaired by an officer of the Guild in accordance with the Bylaws. Chairpersons must be in good standing and current on their dues, and the Nominating Committee Chairperson must have completed least one (1) year of membership in good standing.
5.3 Chairperson Responsibilities:
The Committee Chairperson is responsible for the general supervision of the committee and its membership. When requested by the Guild President, the Committee Chairperson is responsible for providing a current report of all pertinent information regarding their committee, including sign-ups, due dates, progress, etc. If an ad hoc committee is needed for larger events or tasks, the Committee Chairperson is responsible for requesting the new committee.
Committee chairpersons and committee members will serve one (1) year concurrently with the officers, beginning at the start of the July general meeting (with the exception of the Nominating Committee, which will form in April and run through the Annual Meeting in June).
5.5 Resignation and Removal of Committee Chairpersons:
A committee chairperson, other than an officer, may resign at any time by giving notice to the President, and such resignation will be effective when the notice is delivered, unless a later date is specified. Any committee chairperson, other than an officer, may be removed by majority vote of the Board of Directors. The President may appoint chairpersons to fill any vacant committee chairmanship, regardless of cause, with agreement in the majority of the Board of Directors.
Each committee may meet as needed and set its own rules for quorums and voting.
5.7 Committee Responsibilities:
Each committee chairperson will keep note of the committee’s responsibilities and update as necessary their committee job description, as committees may evolve and change. The responsibilities of each Committee is outlined in the Rules & Procedures document.
5.8 Financial Affairs:
All committees handling money will maintain records of receipts and expenses and turn over all money received to the Treasurer. The Treasurer will be responsible for collecting money and depositing into Guild funds. All committees will submit a proposed budget to the Treasurer for the next year following the schedule and requirements set by the Treasurer.
5.9 Ad Hoc Committees:
The President, with the approval of the Board of Directors, may establish additional committees at any time during the year and for any duration of time. Once established, ad hoc committees will operate with the same responsibilities as standing committees.
5.10 Standing Committees:
The following committees will establish each year, unless the Board of Directors determines otherwise. These committees are further described in the Rules & Procedures document:
a. Community Outreach Committee:
The Community Outreach Committee 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.
b. Nominating Committee:
The Nominating Committee shall be responsible for accepting and/or soliciting nominees for the Board and creating the slate of nominees and present them to the current Board of Directors prior to the Annual Meeting in June. Once approved by the Board, the Nominating Coordinator will present the slate of nominees to the general membership for voting during the Annual Meeting in June. The Nominating Committee will also be responsible for all election logistics, including but not limited to ballots and counting votes.
Article VI: Execution of Documents
The Board of Directors will, by proper resolution, provide for the method of signing checks, notes, drafts, bills of exchange or other instruments for the payment of money, for the transfer and sale of property, for the endorsement and registration of securities, for the assumption of liabilities, for the voting of stock held in other corporations, and for the execution of all other legal documents.
With the approval of the Board of Directors, the President and Vice President will have the power to make and execute contracts on behalf of the Guild, and to delegate such power to others.
6.3 Contracts for Programs and Teachers:
The President, Vice President and Programming Directors, with the approval of the Board of Directors, will have the power to make and execute contracts for speakers, teachers and facilities, and to delegate such power to others.
All contracts executed under the powers granted in this section are binding on the Guild, and therefore, must be honored by future officers and committee chairpersons.
6.5 Conflicts of Interest:
Whenever an officer has a financial or personal interest in any matter coming before the Board of Directors, the Board shall ensure that:
- The interest of such officer is fully disclosed to the Board of Directors.
- No interested officer may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at which such matter is voted upon.
- Any transaction in which an officer has a financial or personal interest shall be duly approved by members of the Board of Directors not so interested or connected as being in the best interests of the organization.
- Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
- The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Article VII: Guild Funds
7.1 Bank Accounts:
All Guild funds not otherwise employed will be deposited to the credit of the Guild in a general or special account in a bank as the Board may from time to time select or as may be selected from time to time by any officer, officers, agent, or agents of the Guild to whom such power has been delegated by the Board for the purpose of such deposit. The Treasurer and President may endorse, assign, and deliver any check, draft, or other order for the payment of moneys which are payable to the order of the Guild.
7.2 Treasurer Review Committee:
The President will appoint a three (3) person committee to review the Treasurer’s books each year in February. The Committee will consist of at least one Board member (excluding the Treasurer) and at least one general member. This committee will complete an audit by no later than the April general meeting.
7.3 Budget Adoption:
Each year the Treasurer will coordinate the adoption of a budget for the coming year.
- Each Committee Chair and Officer will submit an estimate of any expenses and income for the coming year according to the process and schedule set by the Treasurer and approved by the Board of Directors.
- The Treasurer will compile this information and present it to the Board of Directors for their review.
- Upon the approval of the Board of Directors, the proposed budget will be submitted to the members by inclusion in the newsletter and on the website immediately prior to the January general meeting. The members will approve or disapprove and/or amend such budget at the January general meeting.
Article VIII: Corporate Seal
8.1 Corporate Seal:
The Guild’s corporate seal will be in such form as the Board of Directors may from time to time determine. The signature of the Guild, followed by the word “Seal” enclosed in parenthesis or scroll, will be deemed the seal of the Guild, if affixed by the Secretary or any other person or persons as may be designated by the Board of Directors.
Article IX: Indemnification and Insurance
9.1 Indemnification of Directors, Officers, Employees, Members and Volunteers:
The Guild may purchase indemnity insurance and advance expenses to a Director or to any officer, employee, agent, member or volunteer who is not a Director to the extent permitted by the Articles of Incorporation, these Bylaws or any Bylaw.
The Guild may purchase and maintain insurance, at its expense on behalf of an individual who is or was a director, officer, employee, agent or member or volunteer of the Guild, is or was serving at the request of the Guild as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee, benefit plan, or other enterprise, against liability asserted against or incurred by them in any such capacity or arising from their status as a director, officer, employee or agent whether or not the Guild would have power to indemnify them against the same liability under the Article.
Article X: Amendment
10.1 Amending these Bylaws:
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 and newsletter for the members to review at least one month prior to when the vote will take place. Members that cannot attend the meeting to vote in person may request to vote via absentee ballot by emailing the Board Secretary. The request for an absentee ballot must be made at least one (1) week prior to the vote date. The members may approve or reject any such amendment(s), may table such proposed amendment and refer to the same back to the Bylaws Committee for further study. A subsequent vote must be taken within six (6) months of the tabling of a proposed amendment(s).
Article XI: Dissolution of the Guild
In the event that dissolution of the Guild appears desirable for any reason, the reasons will be published in the newsletter and on the website and discussed at the next general meeting of the Guild. Approval by a majority of the members present at a general meeting is required for dissolution. Members not in attendance at the general meeting may file a proxy with the Secretary, showing their approval or rejection of the proposal to dissolve the Guild. 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 general meeting.
Last updated December 19, 2018