BY-LAWS OF THE SANTA MONICA QUILT GUILD, INC.

Amended July 6, 2005

ARTICLE I: NAME

The name of this organization shall be the Santa Monica Quilt Guild, Inc. (the Guild) a non-profit corporation from Santa Monica, California.

ARTICLE II: PURPOSE AND LIMITATIONS

Section 1: The purpose of the Guild shall be educational and charitable. The object of the Guild shall be to further quilting expertise through educational meetings and friendship and to promote quilting in philanthropic endeavors as the Board may recommend and the general membership may approve.

Section 2: The Guild is a non-profit organization and is not organized for personal profit.

No part of the net income of the Guild shall benefit any individual member, unless that member is temporarily hired as a principal lecturer/teacher.

ARTICLE III: MEMBERSHIP

Section 1: Qualifications for membership: anyone interested in the art of quilt making and sharing the art shall be admitted upon payment of annual dues.

Section 2: Categories of membership: The categories of membership in the Guild are Active and Honorary.

a. Active membership is achieved by completion of the membership information sheet and payment of dues. Active membership is maintained by active support of activities approved by the membership.

b. Honorary memberships may be granted to individuals by a two-thirds vote of the Board. Honorary members have no vote.

Section 3: Dues: The annual dues are payable at or before the October general meeting and become delinquent after the November general meeting.

a. The amount of annual dues shall be determined by the Board and shall be prorated semiannually.

b. Senior citizen rates are available to all persons 62 and over. Youth rates are available to all persons 18 and under.

c. Annual dues include newsletter subscription.

ARTICLE IV: NOMINATION AND ELECTION OF OFFICERS

Section 1: Nominating Committee: The Nominating Committee shall consist of three Active members plus one alternate. The Guild President may not be a member of the Nominating Committee.

a. One member shall be elected at the May board meeting from the board membership.

b. The two remaining members and the alternate shall be nominated by and elected by the general membership at the June general meeting. If more than two names are put into nomination for this committee, election of the Nominating Committee shall be by paper ballot.

c. The names of the Nominating Committee shall be published in the July newsletter.

d. The Member selected at the May Board Meeting shall convene the initial meeting of the Nominating Committee, review nominating procedures and provide additional information upon request.

e. The Nominating Committee members shall elect a chairperson at their initial meeting.

f. No member of the Nominating Committee shall serve two consecutive terms on this committee.

Section 2: Written Ballot: A written ballot shall be taken during the June meeting to determine the preference of the membership for nomination of officers.

Section 3: Duties of the Committee: The Nominating Committee shall endeavor to perform the following duties:

a. Ascertain that all nominated members satisfy all eligibility requirements.

b. Contact each member proposed for nomination before the August meeting to obtain her/his consent to become a nominee for office.

c. Present the slate of officers to the membership at the August meeting.

Section 4: Nominations from the Floor: Additional nominations may be made from the floor with the consent of the nominees at the August meeting after which nominations will be closed.

a. The Nominating Committee shall verify the eligibility and consent of these nominees. These nominees shall be placed on the ballot by the Nominating Committee.

b. At this time, absentee ballots will be explained.

Section 5: Publication of the Nominees: The list of nominees shall be published in the September newsletter.

Section 6: Election:

a. Officers shall be elected by the members at each annual election for a term of one year.

b. Elections are to be held at the annual meeting in September provided a quorum is present.

c. Officers shall be elected by a majority vote of the general membership voting by secret ballot at the September annual meeting.

d. If there is only one nominee for an office, election shall be by general consent.

Section 7: Tabulation of Votes: Three tellers (Active members not on the ballot) selected by the Nomination Committee shall count the votes and report the results to the membership.

Section 8: Eligibility: Any Active member interested in serving the Guild to the best of their ability, whose membership dues are fully paid shall be eligible to become an elected or appointed officer of the Guild.

Section 9: Term of Office: The term of office for all elected and appointed officers shall be one year with the exception of the Quilt Show Chairperson.

a. Their term of office shall begin at the conclusion of the September general meeting.

b. The officers that are appointed by the President shall serve for a term starting on the date of approval of the elected Board members and ending at the next annual meeting or when their successors are appointed.

Section 10: Election of the Quilt Show Chairperson: The position of Quilt Show Chairman shall be filled by special election.

a. Each nominee shall have been an active member of a Quilt Show Committee.

b. Nominations shall be taken at the November general meeting.

c. In December, the Quilt Show Chairman shall be elected. If there is only one nominee, election shall be by general consent. If there is more than one nominee, election shall be by secret ballot.

d. The term of office for the Quilt Show Chairman shall begin with her/his installation at the January meeting and continue for the entire year until the next quilt show for which she/he is elected. This individual has 18 months to prepare for the quilt show.

e. The newly elected Quilt Show Chairman, prior to her/his being installed shall be limited to the activities listed in the Standing Rules.

ARTICLE V: OFFICERS AND DUTIES

Section 1: Constitution: The Board shall consist of all elected and appointed officers.

a. All matters brought before the Board shall be decided by a majority vote of the elected officers.

b. Appointed officers shall be EX OFFICIO members of the Board which means they may vote as Board Members, but whose presence is not necessary to constitute a quorum.

c. Elected and appointed board members must attend 75% of the scheduled monthly Board meetings during their year of participation on the Board.

Section 2: Elected Officers and Their Duties: The elected officers of the Guild shall be President, Vice President, Recording Secretary, Treasurer, Newsletter Editor, Webmistress, and the Chairpersons of these standing Committees: Membership, Program, Quilt Show,  Ways and Means, and Philanthropy.
These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Guild and endeavor to adhere to the budgetary guidelines established annually.

a. The President shall be the Chief Executive of the Santa Monica Quilt Guild, Inc. and shall:

1. Preside at all general and board meetings of the Guild and represent the Guild as needed.

2. Be authorized to co-sign checks.

3. See that recommendations of the Board are submitted to the general membership for consideration.

4. See that Board recommendations approved by the general membership are carried out.

5. Keep the membership informed of Board actions.

6 Be an ex-officio member of all committees except the Nominating Committee.

7. Appoint such other officers or committees, standing or special, as the Guild membership or the Board shall from time-to-time deem necessary to carry on the work of the Guild.

b. The Vice President shall:

1. In the absence of the President, preside at general and Board meetings.

2. Be authorized to co-sign checks.

3. Serve as the Guild Representative to the Southern California Council of Quilt Guilds (SCCQG).

4. Coordinates Guild activities, i.e. Block of the Month, Challenges, etc.

c. The Recording Secretary shall:

1. Record the votes and keep minutes of all Guild and Board meetings.

2. Confer with the presiding officer, prior to each meeting, regarding the order of business discussing all matters known in advance that are due to come up at the meeting.

3. Publish the minutes of the general meeting in the Guild Newsletter each month.

4. In the absence of the President and Vice President, call the meeting to order and preside until the immediate election of a chairman pro tem.

d. The Treasurer is the chief financial officer of the Guild and shall:

1. Be authorized to co-sign checks.

2. Receive and deposit monies in the bank account(s) maintained in the name of the Guild and provide all financial reports as required by outside agencies.

3. Record all financial transactions of the Guild, pay all bills and present

a. a full financial report annually

b. brief financial reports monthly at each general and board meeting; and

c. publish a monthly summary in the newsletter

c. provide a quarterly report to the Board showing current budget status.

4. Serve as Budget Committee Chairperson, with a committee that shall include the incoming and outgoing Treasurer and the incoming and outgoing President. The Budget Committee shall solicit input from the chairpersons of the various committees and be responsible for preparing an annual operating budget to present at the October general meeting. This budget will become effective upon approval by the general membership.

e. The Newsletter Editor shall:

1. Produce and provide each member of the Guild a copy of the monthly newsletter approximately one week before each general meeting which includes:

a. notification of the date, time and place of the next general and board meetings and any business requiring formal notice.

b. other information of interest to the general membership.

2. Solicit advertisers for the Newsletter.

3. Retrieve and distribute mail from the Guild post office box.

f. Webmistress shall:

1.  Maintain and up date Guild web site on a timely basis.

2. Ensure that the domain and account registration are current.

f. Membership Chairperson shall:

1. Collect all dues and notify members delinquent in their dues. Reinstatement shall be as a new member.

2. Collect visitor fees at general meetings.

3. Maintain a membership roster and publish once per year.

4. Maintain membership attendance records.

5. Coordinate members in the formation of mini-groups.

6. Establish a telephone tree to be used to notify members of last minute changes pertaining to Guild matters.

7. Organize the annual New Member Tea.

g. Program Chairperson shall:

1. Arrange programs for the general meetings.

2. Publish the schedule of programs, workshops, or events.

3. Secure facilities for workshops .

4. Arrange workshops for Guild members.

5. Take reservations, collect fees and advertise workshops.

6. Coordinate travel and lodging accommodations for guest lectures and workshop teachers.

7. Arrange for Contracts for program speakers/workshop teachers and workshop facilities which will henceforth be signed by the Program chairperson and the President of the Guild. A copy of the contract will be signed by the program speaker/workshop teacher. A copy of the fully executed contract will be returned to the program speaker/workshop teacher and the Guild Treasurer. All workshop fees collected from Guild members will immediately be turned over to the Guild Treasurer.

8. Maintain guild equipment used for workshops and speakers

h. Quilt Show Chairperson shall:

1. Coordinate all necessary activities for producing a quilt show.

2. Regularly report plans to the Board and Guild membership.

3. The Santa Monica Quilt Guild will have a Quilt Show Treasurer. The Quilt Show Treasurer will report to the Quilt Show chairperson. The Quilt Show Treasurer shall maintain and disperse a separate checking account with checks requiring two signatures. Authorized signers on the Quilt Show account will be the: Quilt Show Chairperson, Quilt Show Treasurer and the Guild Treasurer. Once per month a written accounting of the Quilt Show account will be given to the Quilt Show Chairperson and the Guild Treasurer.

I. Ways and Means Chairperson shall:

1. Coordinate all fundraising and acquisitions on behalf of the Guild, except for those of the Quilt Show.

2. Make proposals for the same to the Board for consideration.

3. Present those proposals to the membership which the Board has recommended.

j. Philanthropy Chairperson shall:

1. Screen philanthropic/community outreach requests to the Guild and present proposals to the Board and general membership for consideration.

2. Implement those proposals approved by the Guild membership.

ARTICLE VI: APPOINTED OFFICERS AND THEIR DUTIES:

Section 1: The appointed officers of the Guild shall be the Parliamentarian, Hospitality Chairperson, Historian/Photographer, Corresponding Secretary, Librarian, and Publicity/Public Relations Chairperson and any Ad Hoc Committee Chairpersons deemed necessary. The presidential appointment of these officers must be approved by a majority vote of the Board:

a. The Parliamentarian shall:

1. Ensure that proper parliamentary procedure is followed at all meetings.

2. Advise the President, other officers, committees and members on matters of parliamentary procedure.

b. The Hospitality Chairperson shall:

1. Coordinate refreshments for general meetings and plan special menus for the June potluck dinner and December holiday meeting.

2. Be responsible for coordinating the set-up and take-down of chairs and tables used at meetings.

3. Organize summer and holiday potlucks

c. The Historian shall be responsible for:

1. Taking pictures of Guild events and activities for inclusion in the scrap book and maintaining the scrap book.

d. The Corresponding Secretary shall be responsible for:

1. Conducting all general correspondence of the Guild

2. Sending appropriate messages to members upon births, deaths, and other major occasions in their immediate families.

e. The Librarian shall:

1. Have custody of all tools, patterns, books, periodicals and video materials donated or purchased for the use of Guild members.

2. Maintain records of items checked in or out of the library.

3. Bring a portion of the library to each general meeting.

4. Make recommendations for new acquisitions of the library.

e. The Publicity and Public Relations Chairperson shall:

1. Coordinate and distribute promotional material concerning Guild activities and special events (with the exception of the Quilt Show).
2. Shall respond to inquiries and requests from outside the Guild for information on Guild activities.

ARTICLE VII: MEETINGS

Section 1: General Meeting: Unless otherwise ordered by the Guild or by the Board, general meetings shall be held on the first Wednesday of each month.

a. The general meeting in the month of September shall be the Annual Meeting at which the Guild officers shall be elected. Annual reports shall be submitted by outgoing officers and committee chairpersons to their successors at or before this meeting.

b. When written notice is given in advance to members that a meeting shall be held at a particular time and place on a particular date, that meeting is properly called or duly called meeting.

Section 2: Quorum: A quorum is the number of members of a body that when duly assembled is legally competent to transact business.

a. The presence in excess of 40 percent of the fully paid Active members shall constitute a quorum for any general or duly called special meeting.

b. There are eleven elected Board Members. A simple majority of six elected Board Members constitutes a quorum.

Section 3: Board Meetings: Meetings of the Board shall be held monthly.

a. The board meeting shall have a definite day to be established by each new Board for its term of office.

b. A board meeting shall take place after not less than three days notice to each officer.

c. The time and place of the board meetings will be published in the newsletter and meetings shall be open to all members.

Section 4: Special Meeting: A special meeting (called meeting) is a separate session of the Guild held at a time different from that of any general meeting, convened only to consider one or more items of business specified in the call of the meeting.

a. Special meetings may be called by the President or a majority of the elected Board or may be called upon written request of twenty-five percent of the membership.

b. The purpose of the meeting shall be stated in the call.

c. A special meeting shall take place after not less than three days written notice to each Guild member.

ARTICLE VIII: VOTING RIGHTS

Section 1: Full Voting Rights: Any fully paid Active Member has full voting rights in any general meeting.

Section 2: Voting and Definitions: All questions brought before any Guild meeting shall be decided by a majority vote unless specified otherwise in these bylaws.

a. When the term Majority Vote is used without qualification it means more than half of the votes cast by persons legally entitled to vote, excluding blanks or abstentions, at a duly called general or board meeting at which a quorum is present.

b. When the term Two-Thirds Vote is used without qualification it means at least two-thirds of the votes cast by persons legally entitled to vote, excluding blanks or abstentions at a duly called general or board meeting at which a quorum is present.

c. To cast an Absentee Ballot, a member will write out her/his votes on any slip of paper, place it in an envelope, seal it and sign it across the flap. This envelope shall be delivered to the Parliamentarian who shall deliver all absentee ballots to the tellers.

Section 3: Representation: Each Active member at any Guild meeting shall vote in person only or by signed absentee ballot; no proxy votes are allowed.

a. In the case of one or more people sharing an office, only one vote representing the office shall be allowed.

b. At the August meeting, the membership shall be informed of the procedure for absentee voting for the general election.

Section 4: Resignation of Officers: Any officer may resign at any time by giving written notice to the Board. Such resignation shall take effect on the date of formal acceptance by the Board.

Section 5: Removal of Officers: In the even that any officer is unwilling or unable to fulfill her/his responsibilities the Board, by a two-thirds vote, may place a motion for her/his removal before the general membership.

Section 6: Board Vacancy: Vacancies on the Board caused by any reason shall be filled by temporary appointment by the President. This appointee shall become permanent upon approval of a majority vote at the next general meeting.

Section 7: Presidential Vacancy: In the event the President is unable to complete the term, the Vice   President shall assume the presidency for the remainder of the term. A new Vice Presidentshall be elected by special election.

ARTICLE IX: FINANCE

Section 1: Checks of the Guild must be signed by two of the following: President, Vice President, or Treasurer.

Section 2: A reasonable attempt must be made to notify all members of the Board to consider, and a two-thirds majority must approve, any unbudgeted purchase less than $200.00. Any unbudgeted purchase exceeding $200.00 must be approved by the general membership.

Section 3: The Board shall present, at the October general meeting, to the general membership for their approval, a proposed annual budget for the next fiscal year, prepared by the Budget Committee as stated in ARTICLE V, Section 2d(4).

Section 4: An auditor shall audit the Treasurer’s books annually and conduct an annual inventory of the Guild’s property. The Auditor shall be appointed by the President subject to approval by the Board.

ARTICLE X: AUTHORITY

The rules contained in the current edition of "Robert’s Rules of Order, Newly Revised" shall govern the Guild

in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Guild may adopt.

ARTICLE XI: BYLAWS AMENDMENT

Section 1: An ad hoc committee may be appointed by the President to review and revise the bylaws as necessary

Section 2: The Bylaws may be amended at any regular meeting by a two-thirds vote of the Active

Members present provided that the amendment has been made available in writing to each Active Member at least seven days prior to the business meeting at which the members shall vote on the amendment.

ARTICLE XII: DISSOLUTION

Section 1: The property of this corporation is irrevocably dedicated to the charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any directors, officers, or members there or to the benefit of any private person. Upon dissolution or winding up of the corporation, its assets remaining after payment, or provisions of payment, of all its debts and liabilities of this corporation shall be distributed to another organization which is organized and operated exclusively for charitable purposes and established its tax exempt status under s501(c)(3) to the Internal Revenue Code.