Guild Bylaws

Bylaws
Revised March 2006, revised April 2010, revised July 2013, revised August 2014

ARTICLE I
Name

The name of this organization shall be:

QUILTERS' GUILD OF THE NORTHLAND
"NITETIME NEEDLERS"

ARTICLE II
Purpose

The purpose of the guild shall be to promote and stimulate the knowledge and appreciation of the quilting arts, and to promote and support programs for the education of all interested in the art and skill of quilting.

ARTICLE III
Membership

Sec. 1 Qualification
Membership is open to anyone who has an interest in the art of quilting without regard to race, religion, sex, age or national origin.
Sec. 2 Dues
Each member shall pay annual dues in such amount as recommended by the Board of Directors and approved by the membership.  Dues become due and are payable December 1st of each year and are delinquent after the February meeting.  Membership not renewed by the end of the February meeting shall be terminated.  Members 80 years of age and older shall not be obliged to pay dues after having been a paid member for one year.  No person may attend more than two monthly meetings without becoming a member.  Dues will be pro-rated for new members joining after June 1, as determined by the Board.
Sec. 3 Voting
Forty percent (40%) of the membership shall constitute a quorum. Each member present shall be entitled to one vote on each matter submitted to a vote of the membership.
Sec. 4 Member in good standing
A member in good standing shall support the purposes of the Guild, participate in the planned activities of the Guild, and represent the Guild in an appropriate and positive manner.
Sec. 5 Annually Enroll
The Nitetime Needlers Guild will annually enroll in the American Quilters Society and the Missouri State Quilters Guild.  Application for membership and payments of dues will be done by the Treasurer, in the name of the Librarian.  Newsletters from these organizations will be kept in the Library.

ARTICLE IV
Officers

Sec. 1 Number
Officers of the Guild shall be seven (7) in number and consist of: the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer, the Membership Chairman, and the Librarian.
Sec. 2 Qualifications
No person shall be an officer who has not been a member in good standing for at least one year.
Sec. 3 Elections
Officers shall be elected by a majority of the members present from a slate presented by the Nominating Committee, plus any names nominated from the floor.  The consent of the nominee to serve, if elected, from either the slate or the floor shall have been secured.  Nominees from the floor must have a second.  If more than one candidate has been nominated for an office, then the vote for that position shall be by ballot.
Sec. 4 Duties
Officers shall perform the duties as prescribed by these bylaws and by the parliamentary authority adopted by the Guild, as well as other duties which may be assigned temporarily by the President.
A. The President shall preside at all Guild meetings and Board meetings.  The President shall appoint all committee chairmen with the consensus of the Board, except for those committees addressed in these bylaws to be appointed in another fashion.  The President shall serve as ex-officio member of all committees except the Nominating Committee.
B. The First Vice President shall be the Program Chairperson and shall be responsible for programs and workshops.  In a temporary absence of the President, the First Vice President shall perform the duties of that office, not to exceed 3 months.  The First Vice President will enter into contracts on behalf of the Guild with guest speakers and workshop leaders, specifying cost of time and travel.
C. The Second Vice President shall be Chairperson of the Quilt Show and appoint the necessary committees to assist in its implementation. 
D.  The Recording Secretary shall keep a record of all meetings and Board meetings, act as custodian of all records of the Guild not under the purview of the librarian, and furnish a copy of the general meeting minutes to the Newsletter Editor.  The Recording Secretary shall also conduct the correspondence of the Guild.
E. The Treasurer shall have the supervision of all funds, receipts and disbursements of the Guild.  All checks shall be made payable to Nitetime Needlers and not to individual guild members.  This shall include dues, other funds made available to the Guild, and all fees for trips, retreats, workshops, books purchased thorugh the librarian, auction proceeds, and sale items bearing the logo of Nitetime Needlers.  The Treasurer shall make all disbursements as budgeted.  Unbudgeted expenditures of less than $100 may be authorized by the Board.  Such expenditures exceeding $100 shall require approval of the membership.  The Treasurer will keep a written record of all transactions and print a monthly report for the newsletter.  The Treasurer shall chair the Finance Committee which shall prepare a budget for the membership's approval by the June meeting.  The Treasurer shall submit her/his records for audit after the June meeting and before the July meeting each year.  There shall be one bank account for all Nitetime Needlers business, in the name of Nitetime Needlers, and the Treasurer shall have custody of that account, except for the Northland Quilters Guild/Nitetime Needlers Quilt Show.  A separate bank account will be created and the Treasurer will represent Nitetime Needlers for a joint account, shared with the Northland Quilters Guild. 
F. The Membership Chairperson shall keep a monthly record of all members present.  The Membership Chairperson shall greet all guests and provide them with a written explanation of the traditional meeting proceedings, as well as other printed material that she/he deems appropriate.  The Membership Chairperson shall provide a formal membership roster to each paid member by the March meeting.  An updated list of new members and address changes will be distributed to members in July.  The Membership Chairperson shall assist the Newsletter Editor as necessary.
G. The Librarian will be in charge of the Guild's library.  The Librarian will maintain an itemized inventory of all Guild equipment and keep a written record of any items loaned to members.  The Librarian shall post the names of the guild members borrowing books in the Newsletter as a reminder.  When a book is kept out two months the member will be contacted by the Librarian.  After three months, the member will be billed for the replacement of the book.  Failure to comply will result in losing status of Member in Good Standing.
H. The immediate past President serves as a Board member to assist and participate in the conduction of the business of the Guild.  The immediate past President will be a member of the Finance Committee.
I. The immediate past Second Vice President will serve as a Board member to assist and participate in conducting the business of the Guild. The immediate past Second Vice President will advise and assist the current Quilt Show Chairperson as needed.

Sec. 6 Nomination of Officers
A. No person shall be a member of the Nominating Committee who has not been a member in good standing of the Guild for one year.  Current officers are not eligible to serve on the Committee.
B. The Nominating Committee will be elected at the September meeting.  The membership will nominate six candidates.  Each member present will cast a vote for four candidates and the four nominees receiving the greatest number of votes shall be elected members of the Nominating Committee.  The person with the most votes will be the committee chair or appoint an alternate chair.
C. It shall be the duty of the Nominating Committee to nominate one candidate for each elective office to be filled at the December meeting.  The slate of nominees will be presented to the membership at the November meeting, and the consent of the nominees to serve shall have been secured.
D. Additional nominees from the floor shall be in order providing the consent of the nominee has been obtained.  These nominees will require a second.
E. When there is only one nominee for office the election shall be done by voice vote.  In case there are nominees from the floor, the vote for that office shall be by ballot.
F. The term of office shall extend from January 1 through December 31 of the following year.  No member can be elected to the same office for more than two consecutive years.  After an absence of one year, a member is once again eligible for that office.
G. In the event that a permanent vacancy should occur among the elected offices, the remaining term of office shall be filled by an appointee selected by a majority of the Board members.  In the event that the Board position held by either the immediate past President or the immediate past Second Vice President becomes open, a Member at Large, having been a member in good standing for one year, will be appointed by a majority of the Board to fill that term.
H. Removal from office can occur for just cause, if recommended by 2/3rds of the board and approved by ballot of a majority of the membership.

ARTICLE V
Meetings

Sec. 1 Regular Meetings
The regular meetings of the Guild will be held on the second Thursday of each month.  A regular meeting will be cancelled when the North Kansas City School District closes due to inclement weather.  The President is empowered to cancel a meeting due to adverse weather or for similar necessity.
Sec. 2 Special Meetings
Special meetings may be called by the President, a majority of the Board or shall be called upon receipt by the President or the Secretary of a written petition from 1/10th of the total membership.
Sec. 3 Quorum
Forty percent (40%) of the membership will constitute a quorum.

ARTICLE VI
Board of Directors

Sec. 1 General Powers
The property, affairs and business of the Guild shall be managed by the Board of Directors consisting of seven currently elected officers and two immediate past elected officers.
Sec. 2 Meetings
The Board shall meet at least ten (10) times annually or at such time as determined necessary by the President or a majority of the Board of Directors.
Sec. 3 Quorum
A majority of the Board of Directors shall constitute a quorum.

ARTICLE VII
Committees

Sec. 1 Standing committees
The standing committees of the Guild are: Block of the Month, Door Prize, Opportunity Quilt, Retreat, Quilts-N-Force, Hospitality, Newsletter and Tour.  All committee chairpersons of these committees listed here will be appointed by the President who shall serve as an ex-officio member.  Committee chairpersons shall appoint their own committees.
Sec. 2 Other committees
Other committees may be created as deemed necessary by the President with the approval of the Board.
Sec. 3 Committee chairpersons
Committee chairpersons cannot serve for more than two consecutive years as chairperson of that committee unless approved by the Board.  Any committee chairperson can be removed for cause by a vote of 2/3rds of the Board.
Sec. 4 Opportunity Quilt Committee
The Opportunity Quilt Committee will be appointed by the President in October for the following fiscal year.  Monies for the Opportunity Quilt will be made available at that time.  By the November board meeting the Opportunity Quilt Committee shall present a proposal for a pattern and fabric choices to the Board.  This committee will be responsible for piecing, quilting, finishing and displaying the quilt for early ticket sales.  The Opportunity Quilt Committee shall keep a log of all pertinent information regarding the Opportunity Quilt and give it to the Historian.
Sec. 5 Tour Committee
The Tour Committee shall be responsible for conducting all Guild trips.  The cost of all tours shall be shared by the participating members, but the monies will be handled by the Treasurer.  The formation of the committee does not guarantee any trips will occur.
Sec. 6 Retreat Committee
The Retreat Committee will be appointed by the President in June for the following fiscal year.  This committee will be responsible for conducting the annual retreat.  The retreat will have an educational focus on the quilting arts.  Part of the cost of this effort will be supported by a budgeted amount from the Guild.  Participants will share the remaining expenses.  The monies will be handled by the Treasurer.
Sec. 7 Finance Committee
The Finance Committee shall be composed of the Treasurer who shall be the Chairperson, the immediate past President, and two (2) members of the Guild appointed by the Treasurer.  This committee shall present the budget at the December meeting for membership approval.  The Finance Committee will meet as needed or in the event that there are problems with late receipts or disbursements.  The Finance Committee will make recommendations to the Board regarding the handling of any financial problems which may occur.
Sec. 8 Historian
The Historian shall keep a book of newspaper articles, pictures, publicity items and preserve an account of all Guild activity, including appropriate memorabilia.

ARTICLE VIII
Parliamentary Authority

Roberts Rules of Order, Newly Revised shall be the authority for deciding all points of order and procedure when not in conflict with these bylaws.

ARTICLE IX

Sec. 1 Amendment of the Bylaws
These bylaws may be amended by a 2/3rds vote of the general membership present at a regular meeting of the Guild, providing the proposed changes have been mailed to the membership not less than 5 days or more than 40 days prior to the meeting at which they are to be brought to a vote.
Sec. 2 Changing Standing Rules
The standing rules may be changed by a majority vote of the membership present at a general meeting upon recommendation of the Board.

ARTICLE X
Dissolution

The object of the organization being educational, no part of its earnings shall inure to the use or benefits of an individual.  Reimbursement for expenditures or the reasonable compensation for services rendered shall not be deemed to be distribution of income or principal.
In the event of dissolution of the Guild, any and all of its funds and any other property then owned by it shall be distributed to or for the use of such charitable or educational organizations exercising some function with respect to quilting as the Board shall then select and determine.

ARTICLE XI
Northland Needlers' Quilt Show

The Quilt Show is a joint venture of Northland Quilters Guild and the Nitetime Needlers Guild.  The 2nd Vice President(s) of each guild will be the co-chairs of the Quilt Show.

Sec. 1  Authority

The  quilt show will be held annually.  Any major changes in date or venue must be approved by both quilt guild boards prior to signing any contracts.

The Co-Chairs (current 2nd Vice Presidents) will:
     1.   determine the date and place for the next year's quilt show
     2.   assist in preparing a Quilt Show budget
     3.   select the theme for the next year's Quilt Show
     4.   appoint chairpersons of sub-committees (one from each guild).
     5.   select the time and place for Quilt Show meetings.
     6.   final quilt placement at the Quilt Show will be determined by the 2nd Vice-President(s)

The Quilt Show Committee is composed of the Quilt Show Co-Chairs and the chairpersons of each guild's Quilt Show sub-committee.  Other guild members are encouraged to participate in the Quilt Show committee meetings.  A report will be made monthly to each guild board to inform the guild of the plans being made.  The Quilt Show Committee's minutes will be provided to each guild's newsletter monthly.

Both guilds' fiscal year is from January 1 to December 31.  When the show is scheduled after June 30, the Co-Chairs that were in office prior to June 30 will continue to be in charge of the quilt show until its completion.  After the quilt show, those who take office on July 1 will then assume responsibility for the next year's quilt show. 

Sec. 2  Financial

Both Co-Chairs should sign contracts for the quilt show.  Contracts signed by the prior year quilt show Co-Chairs will be honored for the next year's quilt show.

Northland Needlers Quilt Show will have a bank account.  All revenue, vendor fees, advertising fees, admission fees and boutique receipts, etc. will be deposited into the Quilt Show account.  This account will be used only for Quilt Show expenses.  The Treasurers and Second Vice Presidents of both guilds will be account signatories.  Checks must be signed by two signatories, one from each guild. Reimbursements will be requested via a "Request for Check" form that has been approved by the Quilt Show Co-Chairs.

A printed quarterly financial report of the Quilt Show will be provided to both guilds.  Within 45 days of the completion of the show, both Treasurers will work jointly to prepare a financial report.  They will sign the report and forward the report to the Quilt Show Co-Chairs who will present the report to both guilds at the next guild meeting.  The quilt show account will be audited annually, within three months after the conclusion of the Northland Needlers Quilt Show.  The audit will be completed by two members-at-large.  The Presidents of the Northland Quilters Guild and the Nitetime Needlers Guild will each appoint one of the members-at-large.  The Treasurers will be resources only.

A budget will be prepared by the previous and current Quilt Show Co-Chairs and the guild Treasurers after the financial report is completed.  The recommended budget will be approved by both Guild boards at a board meeting after the Quilt Show Financial Report is complete, no later than 90 days after the completion of the Quilt Show.  Any unbudgeted amount and amounts greater than $100 over budget need to be approved by a quorum of the Quilt Show Committee.  A quorum is 40% of the Quilt Show Committee or a minimum of five members.  If there isn't a quorum the expense should be presented to the Guild Boards for approval.

The account was initiated by equal donations of $900 from each guild.  In the event of need, extra donations exceeding $200 would have to be approved by both guilds' membership.  If both guilds do not approve the additional expenditure, the funds will not go into the account.  These funds will stand independent, to be used for the future Quilt Show expenses.  At such time as the fund exceeds $5,000, the excess will be divided equally between the two guilds.

STANDING RULES

1)  The Guild's fiscal year shall end on December 31st..
2) The Recording Secretary shall send sympathy cards to members who have suffered a death in their immediate family or to the family of a member who has died.  She shall send get-well cards to members who are ill.
3) The Retiring President shall be presented with a suitable token in recognition of her/his service to the Guild.
4) Board meetings will be held on the 2nd Thursday of the month or as scheduled by the current board and published in the newsletter.  They will be open to the general membership but may be closed at the request of 2/3rds of the Board.
5) The First Vice President will schedule speakers and/or programs for at least one year past their time in office.
6) A bulletin board will be available at the general meeting for announcements.
7) Full refunds will be made to Guild members for trips, retreats and programs if the chairperson of the activity is contacted 30 days in advance.  After that time, 1/2 of paid monies will be refunded if illness is certified by a physician on her/his letterhead.
8) Any member who hosts a guest speaker from the Thursday night guild meeting until the Saturday workshop shall be entitled to attend the workshop free of charge.
9) Guild members who present a program at a guild meeting will be paid a $25 or their standard published rate, no more than $100.
10) In the event of a death of a member, flowers or a memorial donation will be sent in an amount not to exceed $45.  It will be the responsibility of the Secretary to handle the arrangements.
11) All members who have submitted dues and registration forms no later than the January meeting will be included in a drawing to receive a free membership for the current year.
12) An auction, or other fundraising activity approved by the board, will be scheduled annually as a program for fund raising.

 

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