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BYLAWS
Article I - Name Article II - Purpose Article III - Membership The membership year shall run from the November general meeting up to but not including the next November general meeting. Dues are paid upon joining Emerald Valley Quilters. Renewal dues must be paid prior to or at the November general meeting or guest fee will apply. Article IV - Elected Officers President: Preside at all board and general meetings. Coordinate and appoint committee chairpersons as deemed necessary. Contribute to the monthly newsletter. Perform all duties as required. Vice-President/Corresponding Secretary: Responsible for all general correspondence of the guild and for sending appropriate cards to members when major occasions require. Fills in for President if that person is unable to perform the required duties." Membership: Maintains up-to-date membership roster. Collects yearly dues and issues membership cards. Collects guest fees. Reports on membership status." Recording Secretary: Takes minutes of all board and general meetings. Posts minutes at meeting. Provides President with copy for planning agenda. Treasurer: Receives and handles all group funds. Pays bills, maintains bookkeeping records, gives monthly financial statement and files appropriate tax forms at end of fiscal year. Newsletter Editor: Collects information for the monthly newsletter. Prepares, copies, labels, stamps, and mails. Program Coordinator: Plans programs for all general membership meetings, including arrangement of transportation, housing, and meals for speakers. This position will be co-chaired by a workshop coordinator appointed by the Program Coordinator. All elected positions are a 1-year term, 2-consecutive term
limit, and require reports at all board meetings. All positions
may be co-chaired. In the event there is no nominee for a vacant
elected position, the board can best decide how to fill that
position." All positions can be co-chaired. Article V - Elections Nominations may also be made from the floor with the prior consent of the nominee. The nominating committee will be formed in September. The slate of candidates will be published in the December newsletter and introduced at the general meeting. The election, by secret ballot or show of hands, will be held in January. The nominating committee will count the votes and announce the winners. Article VI - Meetings A simple majority vote of members present will prevail for business. A quorum of a general or board meeting will be at least one-quarter of applicable membership. Article VII - By-Law Amendment Article VIII - Parliamentary Authority Article IX - Board of Directors Article X - IRS Status and Dissolution 2. Not withstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law). 3. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Prepared by Zel Tabbut and Laurie Ball, Co-Chairpersons. 12/18/92
POSITIONS, PROCEDURES, AND GUIDELINES This document is not a collection of inflexible rules to which we must strictly adhere. Instead, it should be viewed as guidelines that have evolved from our past discussions and decisions. We probably have not addressed all unforeseen circumstances as newer and better ideas may present themselves in the future. As this guild evolves, the way we have dealt with situations in the past may no longer be appropriate. Except for what is mandated by the By-Laws, these guidelines can be changed to include or better fit certain situations, or to accommodate changes we wish to adopt. However, those changes should be made carefully and with consideration, since much thought, time, and experience has made them what they are now. Each officer and appointed committee chair is responsible for maintaining a folder that contains a detailed description of the duties of that position and a record of its business and activities. Each elected officer and committee chair is responsible for spending that position’s allotted funds, without requiring board approval. (The exceptions to this are Programs and Workshops committees, since these positions can incur some very large bills. Since programs in particular affect the tone of the entire guild, these expenses must be discussed at board meetings first. To cover minor expenses, these committees are authorized to spend up to $50 without board approval.) If a committee goes over-budget or has unforeseen expenses, reimbursement and/or allotting additional funds must be discussed and approved at board meetings. All monies collected by any of these positions must go home with the Treasurer or her/his bonded appointee. A joint board meeting of incoming and outgoing board members shall be held in March. Each officer and chairperson will provide an annual report of activities and expenses for the year, and a proposed budget, which has been prepared jointly by incoming and outgoing officers or chairpersons for the upcoming year. These will be filed in their respective committee books and with the recording secretary at the March joint board meeting. ELECTED POSITIONS All elected positions for are a 1-year term, 2 consecutive terms limit, and require attendance at all board meetings. All positions may be held jointly and committee's formed as needed. In the event that there is no nominee for a vacant elected position, the board may best decide how to fill that position. President: This person shall conduct all board and general meetings. She/he will perform all duties as required. She/he will coordinate and appoint committee chairpersons as deemed necessary and may attend committee meetings ex officio, if necessary. She/he will contribute to the monthly newsletter. This person will be a signer on the guild checking account and must be bonded. This person may continue on the next year’s board in an advisory position. Vice-President/Corresponding Secretary: This person will handle all guild correspondence. She/he will check for mail in the guild’s post office box at least once a week, or more often, depending on activity deadlines. She/he will forward statements and financial mail to the Treasurer as soon as they are received. Her/his duties include sending get-well cards and condolence cards when appropriate. This information may be submitted to the newsletter also, though discretion should be used. There is a cap of $50 for flowers or donations to be made in the event of the death of a member, her/his spouse, or child. As vice-president, this person must fill in for the president when necessary. Membership: The membership year shall run from the November guild meeting up to but no including the next November guild meeting. The board may change annual dues to meet operating expenses. The committee shall prepare and/or update membership renewal applications for publication in the September newsletter. Membership cards shall be prepared and included in the December newsletter. The membership form may have a place where the member can contribute an amount of her/his choosing to a scholarship fund. The form will also ask if the person wishes no calls for other than guild business, so that an appropriate mark may be put next to their name in the roster. This committee receives dues, guest fees, name badge fines and scholarship contributions and submits monies to the Treasurer, and must be bonded. Dues are currently $30 for a 7-12 month membership and $15 for 1-6 months. Junior membership, which is available to persons under the age of eighteen who are sponsored by a guild member, shall be one half of the full membership cost. If a request is made for dues assistance, the petitioner shall first be offered the opportunity to pay the fee in quarterly or semi-annual installments. If that is not acceptable, then the petitioner should be referred to the Resource Chair for scholarship consideration. Membership shall maintain a current list for guild meeting sign-in, record member and guest attendance, a list of members’ birthdays, and submits a report of these to the Newsletter each month, including additions and corrections to the roster. The committee shall provide current membership information to the newsletter editor for newsletter mailing labels. This committee is responsible for organizing a phone tree, to be activated in the event the entire membership must suddenly be informed of something, i.e. the canceling of a meeting or a change of location. Committee members, or their representatives, shall check in members at the door during general meetings. Membership will charge a $3 guest fee for non-members at all general meetings. Guests will be asked to sign a guest book, which shall be kept at the membership table. Junior guests as defined above shall be charged a guest fee that is one half of the adult fee. Guests may not have library privileges, may not participate in any guild challenges, including Block of the Month and Round Robin drawings. During meetings, there will always be someone available at the membership table for information. This committee shall be responsible for the printing of current rosters. Rosters shall be published twice a year, in January and July, for distribution to members. A $.25 fine may be imposed on members who do not wear their name tags during general meetings. This committee shall keep the guild business cards for members’ use. This committee shall organize and update a file of information from the membership applications to furnish to the President and appropriate board members. Recording Secretary: This person shall take the minutes of all board and guild meetings. Copies of these minutes shall be mailed to the President and newsletter chair. It is not necessary to read the minutes of the previous meeting each month. They shall be instead posted on the bulletin board. Those who wish copies can request them. Copies of board meeting minutes will be distributed to all board members. This person will keep and maintain the guild’s bulletin board for the posting of minutes and fliers by each officer and committee chair. The Recording Secretary will keep copies of the annual reports of expenses and activities filed by each officer and committee chair. She/he will be bonded and a signer on the guild checking account. She/he will maintain a binder of newsletters sent from other guilds, to be kept current for the preceding 6 months. This binder will be brought to the guild meetings and will be available near the bulletin board. Treasurer: The Treasurer receives and handles all group funds. She/he must pay bills and disburse funds, maintain bookkeeping records, give monthly financial statements, and file appropriate tax forms at the end of the fiscal year. She/he must be bonded and a signer on all guild checking accounts. A Treasurer’s report will be published in the newsletter every month. Receipt books will be used to document the amounts of income turned in by each committee. All income must be turned in to the Treasurer, no one but the Treasurer or her/his bonded appointee may go home with any guild money. All bills submitted for reimbursement shall be presented to the Treasurer with a voucher and supporting documents. There will be no reimbursement or fees paid without supporting documents. The Treasurer shall be responsible for obtaining a second signer for the reimbursement check and that person should approve and initial the voucher. If a person needs the original for her/his own records, i.e. credit card statements or phone bills, she/he may submit a photocopy of that statement. If she/he is requesting reimbursement for phone bills, she/he must itemize and explain them. The Treasurer will serve as part of the annual audit committee, which will, as a group, prepare an annual fiscal statement. She/he will assist the budget committee in preparing the annual budget. Our fiscal year shall run from April 1 through March31. The Treasurer may use her/his own discretion concerning the placing of stop-payments on checks that have not cleared the bank. If a member causes the guild to pay a stop-payment fee, she/he shall reimburse that charge to the guild. Whoever causes the guild a bad check charge must reimburse that fee to the guild. Transfers between the interest-bearing savings account and our checking account shall be left to the discretion of the Treasurer. Opening and redemption of time certificates shall be board approved. She/he must maintain a list of all guild-owned equipment and its location. Newsletter: The newsletter committee will collect information for the monthly newsletter. They will write and lay out the newsletter and oversee circulation. This committee will arrange the exchange of newsletters with other guilds in the area. They will supply the Membership table with current newsletters to be given to guests at check-in. They will receive quilt-related advertisements and collect appropriate fees for those advertisements. Program Director: This person plans programs for all guild meetings, including arrangements of transportation, housing, and meals for speakers. Since speakers are sometimes workshop instructors as well, some of these duties might occasionally be shared with Workshops. Therefore, the program director shall have input into appointment of the workshop coordinator. Since guest speakers are often workshop instructors, Programs has the ability (pre-approved by Workshops and the board in each instance) to schedule for both lectures and workshops at the same time. Some costs might have to be shared by both the Workshop and Programs budgets. Contracts are necessary, even for in-house speakers. Programs will send contracts to prospective speakers and keep copies of these contracts. When the guild buys dinner for a guest speaker before the meeting, the price of dinner for the speaker and the committee member who is acting as host or hostess will be funded from the Programs budget. If a guest speaker is also an author, the committee chair will ask that speaker if she/he could donate a book, or if we may buy it at a discount (with our Librarian’s approval). If a speaker has goods to sell or show, someone will be assigned by this committee to safeguard those items. Expenses incurred while entertaining or transporting guest speakers shall be reimbursed from the Programs budget, if necessary. The guild will contract as many instructors as budget will allow, and will try, when possible, to coordinate these with neighboring guilds. APPOINTED COMMITTEE CHAIRS All appointed positions are a 1-year term; there is no term limit. All positions may be co-chaired. In the event that there is no volunteer for a vacant position, the board may decide how best to fill that position. All committee chairs serve at the pleasure of the guild president. All committee members serve at the pleasure of the committee chairs. Audit Committee: Within 60 days after the end of each fiscal year, an audit committee shall be appointed by the board to join the treasurer in a review of guild expenditures. This committee shall consist of the Treasurer, one other board member, and at least two members-at-large. An annual fiscal statement, which shall include a current inventory, will be prepared by the committee. Budget Committee: Our fiscal year shall run April 1 through March 31; this will allow each chair/position to begin her/his term with a full year’s funding. A budget committee will be board appointed at the old/new board meeting following elections. Working with the budget information submitted by the committees, they will assemble a proposed budget to be submitted at the May board meeting. Challenge Committee: This committee will arrange and oversee all quilt related guild sponsored challenges. This could include, but is not limited to, Block of the Month, Brown Bag challenges, and design challenges. Community Service: This committee shall research, arrange, and oversee the guild’s charitable projects. All prospective charitable projects shall be presented to the board for approval. Field Trip Coordinator: This person shall gather information about upcoming quilt-related events that are being held within traveling distance of the EVQ area. She/he shall announce upcoming events in the newsletter, distribute information about events, whenever possible, and facilitate sign-up for carpooling for the outings. Historian/Photographer: This person will document all programs, workshops, raffle quilts, quilt shows, retreats and other special events. This person will maintain the guild’s photo current album and bring it to all guild meetings. Past photo albums shall be accessible to guild members in the guild library. Hospitality: This committee will arrange for Hostesses for guests and new members at the general meetings. This committee shall find an alternative meeting place, suitable for average attendance, in the event the meeting place is unavailable. This committee will arrange for water and cups to be available for refreshment during general meetings and will assist with clean up afterwards. This committee shall co-ordinate the holiday potluck or dessert at the December general meeting. Intra-Guild: This committee shall arrange and oversee drawings, which may include, but are not limited to; door prizes, fat quarter exchanges and Round Robin. Tickets for all drawings, except for Round Robin, shall be available to anyone attending the general meeting. Round Robin tickets shall be available to members only. Since participation in Round Robin development is voluntary, no reward shall be given, other than recognition and appreciation. This committee shall decide themes for fat quarter exchanges. This committee shall arrange and oversee the Charm Square and Strip Exchanges. Librarian: This person will maintain the books in our library and keep records of who has borrowed which publications. After a month’s grace period, the names of those responsible for overdue books shall be given to the newsletter for publishing. If books are overdue for a period of three months, the library committee will send a letter to the member asking for the member to return the book, replace the book by purchasing a new or used copy of the same book, or provide to the library committee payment for the replacement cost of the book. If the member does not return the book after this request, the committee will ask the treasurer to send the member an invoice for the replacement cost of the book. Also, at this same time, the library committee will send a letter to the member stating that membership renewal privileges are withdrawn from the member until the obligation has been met. A member of the library committee may also contact the member directly by phone or email, but this is not a requirement. The library shall keep copies of the current By-laws to hand out to whomever requests them. The committee can evaluate the inventory of the library and sell little-used materials at a sale to benefit the guild. Logo Item Sales: This committee will oversee the ordering, purchasing, sales and distribution of items such as T-shirts, totes, pins, etc, with board approval. The committee may also solicit suggestions from the board for the pricing of items to be sold. Nominations: This position will be appointed by the board at the September board meeting. At the September guild meeting, this chair will ask general membership for volunteers to form a committee. After conferring with the president, the committee will secure nominees for the slate of officers and committee volunteers by contacting all guild members. The committee shall decide on the most effective means available to solicit volunteers. The slate of candidates for elected officers will be published in the December and January newsletters and presented at those general meetings. Even if there is only one nomination per position, we will not vote until January, so that nominations and/or votes might be mailed in. The election, by secret ballot or show of hands, will be held in January. The list of all volunteers for committee appointments shall be presented to the upcoming president after the January election for her/his decisions on appointments. Parliamentarian: This person shall ensure that meetings are conducted in accordance with parliamentary procedure. For those situations not covered in the By-laws, the rules contained in the current edition of Roberts Rules of Order shall govern this organization. If a matter comes to a vote, it shall first be discussed, then moved and seconded, after which it may be discussed further. All votes, ayes, nays and abstentions, must be counted and entered into the minutes. This person shall chair the biennial by-laws revision committee in even numbered years, and prepare a written report to the board. She/he shall keep a record of all motions pertaining to positions, policies or guidelines that are voted upon and passed by the board. She/he shall present this list to the bi-annual by-laws review committee for consideration in policy amendment. Resources: This person shall distribute guild fliers to all appropriate places and supply them to any interested party to distribute in out-lying areas. She/he will arrange for media outlets to announce our monthly meeting. She/he shall send fliers/calendars to stores and other organizations in the state to let them know of our upcoming special events. This committee will also maintain a carpool referral list. This position will maintain a Resource List, in which members can list their quilt-related services for hire. This list will be sent free-of-charge to anyone requesting it since it would benefit our guild members. Scholarship funds are available to members including but not limited to workshops,membership dues or the biennial retreat. Scholarship applications will be brought to the board with no names mentioned and decided at that level. Scholarships are limited to one per year per person, and petitoner may be asked to agree to give the guild 10 hours of help. Assistance will only be for 50% of the fee. This committee must keep records of scholarships granted, and must oversee that the obligations agreements are fulfilled. When scholarships are used to pay fees, the coordinator will give the forms to the Treasurer so she/he will know to adjust accounts. Quilt Show: This committee chair shall co-ordinate the guild’s biennial quilt show. She/he shall solicit volunteers to head various show committees, report to the board on progress and issues and oversee the show budget. The committee shall turn in a final written report to the board at the November board meeting. Raffle Quilt: The committee will arrange and oversee the design and construction of the annual raffle quilt, it’s display in the community, and it’s ticket sales. This committee should make itself available to communicate, cooperate and coordinate with the Quilt Show committee for publicity, logo design and other tasks during show years. This committee may be split into two committees; Raffle Quilt construction and Raffle Quilt ticket sales. Satellite Groups: This position will maintain a list of those members interested in being part of satellite groups so they can contact each other. This committee shall maintain a list of currently active satellite groups. Secret Pals: This committee will oversee Secret Pals and keep copies of the Secret Pal info sheets. They will keep at least two copies of the Secret Pal master list in separate places, such as the committee chair and the president. Special Events: This does not need to be an ongoing committee. It will be reactivated whenever necessary to oversee a large function such as, but not limited to, a Quilt retreat. Funding will be determined by the nature of the event and may be decided by the board and/or the membership. Webmaster: The Webmaster shall have overall authority and control of the guild’s web site administration and administer the web site consistent with the mission of the guild. She/he shall act as a liaison to the current Internet Service provider (ISP) and the board and shall have overall authority and control of the web site. The Webmaster shall keep the email address and respond warmly to initial contacts from the community. She/he shall ensure that web site policies are adhered to. The Webmaster shall be responsible for coordination and delivery of content placed on the web site. She/he shall also be responsible for updating the various web pages weekly, including the calendar, quilt shows in Oregon, quilt shops in Oregon, quilting services in Oregon and quilt guilds in Oregon. The Webmaster shall assign guild members to help maintain the web site and to act as reviewers of web site content and policy. She/he shall designate one or more guild members to act as site developers who will oversee assigned areas of the website. These committee members shall assist the Webmaster in developing web content, designing page layout and deal with technical details of placing content on the web site. The Webmaster shall develop a list of persons currently granted access to all or part of the web site and make that list available to the board. The Webmaster shall coordinate with the Board and various committees to allow opportunities for any committee to provide web page content. She/he shall be responsible for promulgation of the guild’s web site policies to all guild members at least annually. Workshops: Since a visiting workshop instructor is often a guest speaker, Workshops should have the ability (pre-approved by Programs and the board in each instance) to schedule for both lectures and workshops at the same time. Some costs might have to be shared by both the Workshops and Programs budgets. This position plans workshops throughout the year and operates sign-ups for the classes. She/he arranges the class facilities and any necessary transportation, housing and meals for instructors. Since class instructors are sometimes the Programs speakers, some of these duties might occasionally be shared with Programs. Therefore, the Programs Director should have input into the appointment of the Workshop Director. Contracts are necessary, even for in-house teachers. Workshops will send contracts to prospective teachers and keep copies of those contracts. We should hope that, if a member teaches a class to the guild, she/he will donate her/his services and expertise; however, she/he may be paid as fair a price as would be paid to any other hired instructor of the same caliber. Selection of members for teaching may be juried by the board. We will not charge higher fees for non-members who take one of our workshops. Members will have 10 days to sign up and pay before non-members may sign up and pay. The 10 day period starts at the general meeting at which the workshop is first open for sign up. Phone sign ups are available, but space will not be held until the money arrives. Scholarships may be available for workshops and can be applied for through the Resources Committee. Although workshop fees should non-refundable, “charity begins at home”, and we should be open to refunding for certain hardships or unforeseen reasons.7 We shall incur the expenses of as many instructors as the budget will allow, and will try when possible to coordinate these with neighboring guilds. OTHER GENERAL POLICIES This is a voluntary organization and no officer or committee person shall be compensated for her/his efforts in that capacity. We shall have a guild meeting scheduled every month of the year. We agree to be as ecologically responsible as is practical and will try to use recycled paper. No one may use the guild for personal gain. This is an ambiguous and hard-to-define concept, and therefore cannot be completely addressed here; it will instead have to be reconsidered by the board for each circumstance that arises. Personal gain could mean: selling something of her/his own to the guild when it could be had at a lesser price from another source, providing comparable services to the guild for a fee when they could be donated by someone else, or arranging guild activities to promote something self-serving. Depending on the circumstances, requesting reimbursement for unapproved actions or purchases could fit into this category. This does not include advertising in our newsletter or on the bulletin board. Marketing personal items at guild meetings or events requires board approval. Unless it has been board approved, one should not be able to use the guild name or guild activities to promote her/his own agenda: for example, marketing goods or services as EVQ sponsored or endorsed, or teaching a particular, distinctive technique learned at an EVQ sponsored event without permission of the designer or by marketing something produced with that technique. We will allow other organizations, with board approval, to sell raffle tickets for their fund-raisers as long as they are willing to reciprocate. Any participation in events public or private must be submitted to and approved by the board. We refuse to support or facilitate in any way the sale of imported quilts. Any release of the guild mailing list shall be approved by the board. Updated 10/01/1997, Positions, Procedures and Guidelines updated 8/1/99, 11/25/02, 9/15/04, 6/07/06
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