Bylaws and Articles of Incorporation

Bylaws

Bylaws were approved by members at the May 4, 2024 meeting.

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1. The board of directors shall include the executive committee, the past coordinator, and committee chairpersons. The board of directors shall transact all necessary business of the organization and report all decisions from board meetings to the general membership.

2. Officers of this organization shall be president, vice president, secretary, and treasurer. They shall be known as the executive committee. Officers shall be elected at the May meeting and assume their official duties following the installation of officers in June.

3. The president and vice president shall serve for two years (one as vice president, one as president.). The term for treasurer shall be two years. The term for the secretary shall be one year. Reelection of an individual for one additional consecutive term in the same office is permitted. No member shall hold more than one office at a time. To be eligible to hold office, a nominee must have been a guild member for at least six months. Any other vacancies shall be appointed by the executive committee.

4. June 1st through May 31st shall be the fiscal year.

5. The May meeting shall be known as the annual meeting.

6. The members present shall constitute a quorum.

7. The vice president shall serve as chairman of nomination committee. The nominating committee shall consist of the chairman and four volunteers. The nominating committee will be formed in January and will report their slate of officers at the April meeting. All nominations will be made with the consent of the nominee. The election of officers will take place at the May meeting.

8. In consultation with the other officers, the president and vice president shall appoint all committee chairpersons. The president and vice president shall be ex-officio members of all committees except the nominating committee

9. In the event that the Herring Run Quilters Guild ceases to exist, the disposition of money and assets shall be decided by a vote of the general membership. The distribution of remaining guild funds will be to one or more non-profit organizations with particular attention to those devoted to quilting.

10. These by-laws can be amended at any general meeting of the guild by a two-thirds vote of those members present, provided previous notice has been given in writing.

11. Membership and Dues

a. Eligibility Membership shall be open to all people interested in quilts and quilting. Enrollment is open through May 31st. The membership committee will maintain a list of prospective members. Full guild membership is capped at 150 active members. Up to 25 additional associate members are permitted.

b. Dues Annual dues are $40.00 for full membership and must be paid by May 31st. Dues may be changed as deemed necessary by the executive board and recommended to the general membership for approval by a majority of those present. Annual dues for associate membership are $20 per year and must be paid by May 31st. Associate Members are entitled to guild newsletters and two regular meetings at no cost. Holding office, making motions, debating, voting and all other privileges of membership shall be limited to Full Members whose dues are paid. Guests are welcome to one meeting at no expense. Members whose dues remain unpaid after the June meeting shall be notified by the membership chairman and after the October meeting shall be automatically dropped from membership unless otherwise voted by the executive board.

12. Board of Directors

a. Number of Positions Each member may volunteer for a maximum of two voting positions on the Board of Directors. This may be a combination of one executive position and one committee chair, or chair of two committees.

b. Number of Votes

Each member of the executive committee, the past president, and each committee chair shall have one vote at a board of directors meeting. (a) If multiple members of a committee are in attendance, only the committee chair shall have a vote representing the committee. (b) If the committee chair is a shared position, only one vote may be made for the committee. (c) If a single person holds more than one chair or executive position, that person is entitled to one vote for each position.

13. Board of Directors Meeting The Board shall meet as needed prior to the general meeting. Any interested members may attend.

14. Committees Committees include Block of the Month, Charity, Historical, Hospitality, Library, Membership, Monthly Raffle, N.E. Quilt Museum, Newsletter, Website, Programs, and Quilt Show.

15. Duties of Executive Committee

a. President

The President shall preside at all meetings of the Guild and shall attend all meetings of the Board of Directors (officers, committee chairs, and past president).

b. Vice President

The Vice President shall serve as Chairman of the “Sunshine Committee” and handle general correspondence for the Guild.

c. Secretary

The Secretary shall keep minutes of all Guild, Executive Committee and Board meetings. The guild meeting minutes shall be shared with all members. The Executive Committee and Board of Directors meeting minutes shall be shared with all board members. The President will summarize the minutes of the executive and board meetings and report decisions made at those meetings with the membership.

d. Treasurer

The Treasurer shall deposit all monies received by the Guild. The Treasurer, upon receipt of vouchers, shall pay all bills $200 or less. Larger expenditures must be approved in advance by the President or Vice President. This shall apply to all expenses except for pre-approved recurring fixed expenses of the guild such as storage and rent. The Treasurer shall keep an accurate, itemized record of all receipts and expenditures. The Treasurer shall, at the end of the fiscal year, turn over all records to an auditor, appointed by the President and Vice President, for verification.

ARTICLES OF INCORPORATION

ARTICLE I The exact name of the corporation is: HERRING RUN QUILTERS’ GUILD, INC.

ARTICLE II The purpose of the corporation is to engage in the following business activities: THE PURPOSE OF THIS ORGANIZATION IS TO PROMOTE KNOWLEDGE OF AND INTEREST IN QUILTS AND THE ART OF QUILTING. THIS CORPORATION SHALL BE OPERATED AS A NONPROFIT ORGANIZATION UNDER SECTION 501(C)7 OF THE INTERNAL REVENUE CODE.

ARTICLE III A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualifications and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below: The herring run quilters guild, inc. Has two membership classes as follows: Full associate the rights and responsibilities of the membership classes are Defined fully in the guild by-laws.

ARTICLE IV Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:

1. The board of directors shall include the executive committee, the past Coordinator, and committee chairpersons. The board of directors shall transact all necessary business of the organization and report all decisions from board meetings to the general membership.

2. Officers of this Organization shall be coordinator/president, vice coordinator/vice president, secretary/clerk, and treasurer. They shall be known as the Executive committee. Officers shall be elected at the May meeting and assume their official duties following the installation of officers in June.

3. The coordinator and vice coordinator shall serve for two years (one as vice coordinator, one as coordinator.). The term for treasurer shall be two years. The term for secretary shall be one year. Reelection of an individual for one additional consecutive term in the same office is permitted. No Member shall hold more than one office at a time. To be eligible to hold office, a nominee must have been a guild member for at least six months. Any other vacancies shall be appointed by the executive committee.

4. June 1st Through May 31st shall be the fiscal year.

5. The May meeting shall be known as the annual meeting.

6. The members present shall constitute a quorum.

7. The vice coordinator shall serve as chairman of nomination committee. The Nominating committee shall consist of the chairman and four volunteers. The nominating committee will be formed in January and will report their slate of officers at the April meeting. All nominations will be made with the consent of the nominee. The election of officers will take place at the may Meeting.

8. In consultation with the other officers, the coordinator and vice coordinator shall appoint all committee chairpersons. The coordinator and vice coordinator shall be ex-officio members of all committees except the nominating committee

9. In the event that the herring run quilters guild ceases to exist, the disposition of money and assets shall be decided by a Vote of the general membership. The distribution of remaining guild funds will be to one or more non-profit organizations with particular attention to those devoted to quilting.

10. These by-laws can be amended at any general meeting of the guild by a two-thirds vote of those members present, provided previous notice has been given in writing.

Notes: The preceding four (4) atricles are considered to be permanent and may only be changed by filing appropriate Articles of Amendment.

ARTICLE V The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.

ARTICLE VI The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.