ARTICLE I - Name

The name of this organization shall be NORTHWIND QUILTER’S GUILD (hereafter referred to as Guild).

ARTICLE II - Purpose

The purpose of the Guild is fourfold:

Section 1.  To foster appreciation of fine quilts and the art of quilting among both quilters and the public.

Section 2.  To increase the knowledge of traditional and contemporary techniques of quilting and to provide an encouraging environment in which quilters can practice and exchange ideas.

Section 3.  To educate the public as to the significance and history of quilting as an art form as well as an ongoing craft.

Section 4.  To serve the community through charitable activities involving quilting.

ARTICLE III - Non-Profit

The Guild shall be not-for-profit. No part of its earnings shall inure to the benefit of any member, but shall be used exclusively for the purposes of the organization. Inurement is the improper diversion of an organization's net earnings by persons with substantial influence over the organization for their private benefit or that of related parties (such as family members). The fiscal year of the Guild shall be from January 1 through December 31.

ARTICLE IV - Membership

Section 1.  Membership shall not be denied to any person interested in the history, preservation, and/or the development of the art of quilting.

Section 2.  Annual dues shall be due by the opening of the Annual Meeting of each year. Members who have not paid by the opening of the Annual Meeting by the general membership will be dropped from the guild.

Section 4.  Privileges of membership include:

a.  The right to cast a vote in the election of officers, the approval of the Guild's budget, and the amendment of bylaws.

b.  The right to hold office in the Guild according to Article VI.

c.  The right to attend meetings and to participate in Guild activities on a priority basis and at membership rates.

d.  The right to attend Executive Board meetings as a non-voting member.

Section 5.  A person may attend two general meetings of the Guild as a guest before being required to join.

ARTICLE V - Meetings

Section 1.  General Meetings

a. A meeting of the general membership may  be held once each QUARTER.

b.  The meeting time and place shall be set by the Executive Board.

c.  The minutes of the previous general and Executive Board meetings shall be available to all members within ten days after each meeting. They will posted on the guild web site and available by email request from any current member.  The Treasurer's report will be read at the general meeting. 

d.  All members present shall constitute a quorum for the transaction of business.

Section 2.  Executive Board Meetings

a.  The Executive Board shall meet quarterly or sooner if business warrants it, the time and place shall be determined by the Executive Board members.

b.  A simple majority of the Executive Board shall constitute a quorum for the transaction of business.

ARTICLE VI - Executive Board

Section 1.   The Executive Board shall consist of the following elected officers:

a. President
b. Vice-President
c. Secretary
d. Treasurer
e. Member-at-Large
 

Section 2.  Executive Board terms and transitions

a.      Each Executive Board position shall be elected for a term of one (1) year. This term shall run from the Annual Meeting of each year to the Annual Meeting of the following year. The Annual Meeting shall be within the first 120 days of the calendar year. 

b.      A transition meeting of the Executive Board to transfer duties shall take place within 10 days of the Annual Meeting election or sooner.

Section 3.  An individual shall not hold more than two (2) successive terms in the same Executive Boardposition.

Section 4.  All Executive Board members shall be limited to four (4) consecutive years on the Executive Board.

Section 5.  Partial terms, appointed or elected, shall not count as a term.

Section 6.  The qualifications of the Executive Board are:

a.  They shall be members in good standing of the Guild.  President, Vice President,    Secretary and Treasurer shall be members of the Guild no less than one year at the time of installation of Officers.
 
b. All candidates must have all their dues and fees current.

Section 7.  The Executive Board positions and their duties are:

a. President

1.  Shall conduct general membership and Executive Board meetings in accordance with parliamentary procedures as set out in Robert's  Rules of Order, Newly Revised.
2.  Shall plan, organize, and preside at all Executive Board meetings.
3.  Shall appoint, with Executive Board approval, special committee chairpersons, except the nominating and auditing committees.
4.  Shall be an ex-officio member of all committees except the nominating and auditing committees.
5.  The President, or a Executive Board approved designate, shall have authority to enter into contracts in the name of the Guild, with Executive Board approval.
6.  Shall publicize prepare and make available proposed agendas for all general membership and Executive Board meetings.
7.  Shall perform any other duties as are incidental to the position.

b. Vice-President

1.  Shall coordinate programs for the quarterly general membership meetings for the current year.

a. Shall contact contracted speaker and secure all information pertinent to the speaker's visit.
    1. Transportation needs and arrival time
    2. Housing preferences
    3. Lecture topic
    4. Facilities needs
b. Shall ascertain from speaker the workshop topic, supply lists and facilities needs.
c. Shall obtain hostess for speaker.
d. Shall act as hostess to speaker at meeting.

2. Shall conduct general and Executive Board meeting in the absence of the President.

3. Shall perform any other duties as are incidental to the position.

c. Secretary

1. Shall record minutes of all regular and Executive Board meetings.
2. Shall be responsible for any correspondence, which does not relate specifically to an activity or responsibility of another Executive Board position.
3. Shall maintain a file of the minutes, correspondence, bylaws, and all other non-financial records relating to the Guild.
4. Shall maintain a file of reports and correspondence from Executive Board positions and special committee chairpersons.
5. Shall maintain an inventory record of all Guild assets and their physical location.
6. Shall perform any other duties as are incidental to the position.

d.  Treasurer

1. Shall be solely responsible for the collection of all dues and funds made available to the Guild and deposit same to the Guild account.
2. Shall set at least five signatories on the Northwind Quilters Guild account(s), to include the Treasurer, President, Vice President and Executive Board members elected by the Executive Board.
3. All checks must be signed by two of the five signatories.
4. Shall be solely responsible for keeping a written account of all Guild financial transactions.
5. Shall pay all bills incurred by the organization as authorized by the Executive Board or the general membership as outlined in Article VI, Section 9,of these bylaws.
6. Shall be solely responsible for coordinating the budget proposal process and present the budget to the membership for approval.
7. Shall recommend to the Executive Board appropriate interest-bearing instruments to maximize guild assets. These instruments shall meet the qualifications of the "prudent man" rule.
8. Shall perform any other duties as are incidental to the position.

e. Member-at-Large

1. Shall serve as the member liaison.
2. Shall maintain a member-interest file.
3. Shall coordinate publicity for the Guild.
4. Shall serve as the "Bee" liaison.
5. Shall coordinate the community education and service projects.
6. Shall perform any other duties as are incidental to the position.

Section 8.  Executive Board Vacancies

a. If a vacancy occurs during the remaining of the term, the position shall be filled by appointment of the President with Executive Board approval.
b. All appointments shall terminate at the end of the existing term.

Section 9.  Other Executive Board Guidelines

a. All proposed un-budgeted expenditures under $500.00 or less shall be submitted to the Executive Board for approval.
b.  All fund-raising and advertising fees shall be set by the Executive Board.
 

ARTICLE VII - Committees

Section 1.  Standing Committees

a. Historian Committee

1. Shall maintain a file with photos and clippings to record the history of the Guild.

b. Nominating Committee

1. Shall consist of two (2) members nominated and elected by the general membership at its Fall meeting.
2. Shall not be eligible for election to Executive Board positions during their term on the Nominating Committee.
3. Shall elect a Chairperson from among its members.
4. Shall secure the consent of one or more qualified candidates for nomination to each Executive Board position.
5. At the Winter general meeting, shall present a slate of candidates for Error! No index entries found.nomination to each Executive Board position.
6. After the Winter general meeting the slate of candidates shall be posted to the guild web site with a brief biography of all nominees to Executive Board positions.
7. Shall prepare a written ballot listing all nominees, and use this at the Annual general meeting to conduct the election by members present.
8. Shall announce new Executive Board members at the end of the Annual general meeting.
9. Shall coordinate the installation of new Executive Board members.

c. Auditing Committee

1. Shall consist of two (2) members nominated and elected by the membership at the Annual meeting.
2. Shall elect a Chairperson from among its membership.
3. Shall not include among its membership any person who has served on the Executive Board or managed the disbursement or collection of funds during the year under audit.
4. Shall review the Treasurer's financial statements and records, as well as any other funds of the Guild, for accuracy, following the closing of the Guild's books on December 31, or following a change in Treasurer.

ARTICLE VIII - Amendments

Section 1.  The Bylaws may be amended at any regularly scheduled meeting by a two-thirds vote of the members present. The membership shall be notified of the proposed change at the general meeting in the month prior to the meeting at which the vote is scheduled.

Section 2.  Items not specifically covered in these Bylaws shall be determined by the Standing Rules. These rules may be added to, amended, or repealed by a majority vote of the Executive Board.

ARTICLE IX - Parliamentary Procedure

The parliamentary authority in all matters not covered by these Bylaws shall be the Robert's Rules Of Order, Newly Revised.

ARTICLE X - Indemnity of Officers

To the extent permitted by law, every person who is or was a Executive Board member, employee, or committee member of the Guild shall have a right to be indemnified by the Guild against all reasonable action, suit, or proceeding in which she or he may become involved as a party or otherwise by reason of her or his being or having been a Executive Board member, employee, or committee member of the Guild.

ARTICLE XI - Dissolution Clause 

In the event the Guild is dissolved, the assets must be given to a non profit organization that has their Letter of Determination from the IRS, is in good standing and that non profit shall give the Northwind Quilters Guild a receipt of all donations of assets.