WMQG proposed bylaws

Proposed bylaws for the Wichita MQG:



Wichita MQG  BYLAWS

Bylaws of the WICHITA MODERN QUILT GUILD Date Adopted __________________


ARTICLE 1 – NAME, PURPOSES, POWERS, AND OFFICES

1.1 Name The name of this Guild is WICHITA MODERN QUILT GUILD (hereinafter referred to as the “Guild” and/or WMQG).

1.2 Purposes

The Guild is organized and will be operated exclusively for charitable, religious, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. This Guild is additionally organized to do any and all lawful acts that may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Guild. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on
 (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or

 (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Within the scope of these purposes the Guild is organized and operated to
Develop and encourage the art of modern quilting
Work with other guilds and groups with a similar purpose
Offer educational opportunities through classes, workshops and sharing of information and Support

and provide opportunity for “charity” or other works that provide back to the community through the use of modern quilting skills
. The assets and property of the Guild are hereby pledged for use in performing its exempt purpose.

1.3 Offices

The Guild may have such other offices, as the Board of Directors may determine or as the affairs of the Guild may require from time to time.

1.4 Registered Office and Registered Agent

The Guild will maintain a registered office and registered agent, according to state requirements

. 1.5 No Private Inurement

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in section 1 hereof and in article _____ of this constitution.

ARTICLE 2 – GUILD ACTIVITIES FOR MEMBERS

2.1 Membership:

 Membership may be granted to anyone ages 18 years or older upon completion of membership application and payment of dues.
Members must adhere to the code of conduct to remain in good standing and maintain membership. Membership may also be granted to those individuals under the age of 18 as a ‘Junior Member’ who are sponsored by a member of the Wichita Modern Quilt Guild in good standing

. 2.2 Dues
: The annual dues amount will be set by the Board of Directors.
 If a member withdraws from the Guild, dues will not be prorated or refunded
. Dues must be received no later than the December meeting for the calendar year following to remain a member in good standing.

2.3 Meetings:

 The Guild will hold at least one meeting a year for the Membership, as determined by the Board of Directors.
 At such meetings, each member in good standing receives one vote in appropriate matters.
  The December meeting shall be considered the Annual meeting of the guild.

2.4 Revoking of Membership:

 Membership may be revoked in cases of actions that threatens the charitable status of the Guild, or as determined by the Board of Directors.

ARTICLE 3 – BOARD OF DIRECTORS

3.1 General Powers; Delegation
The activities, property, and affairs of the Guild shall be managed by its Board of Directors, which may do all such lawful acts and things as are permitted by law or by these Bylaws, unless otherwise expressly provided herein.

3.2 Number and Qualifications

The Board of Directors shall consist of at least four (4) directors and will include the President or Co-Presidents, Vice President, Secretary and Treasurer

. 3.3 Term of Office Directors shall serve a 1 year term, and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal from office. Any director may be re-elected to serve consecutive terms of office.

3.4 Nomination of Directors

The Board of Directors will nominate candidates for successor directors.
At any meeting at which the election of a Director occurs any member may nominate a person with the second of any other member.
In addition to nominations made at meetings, a nominating committee may consider nominees

. 3.6 Election of Directors

A person who meets any qualification requirements to be a Director and who has been duly nominated may be elected as a Director.
 Directors shall be elected by a majority vote of those members in good standing at regular Guild meeting at which a quorum is present
. Annual elections shall be held at the Annual meeting with exception of the year of inception of the Guild where elected officers will hold office until the Annual meeting of 2014 or otherwise removed or resigned from office.
  Each Director shall hold office until a successor is elected and qualified.
 A Director may be elected to succeed himself or herself as Director.

3.7 Duties of Directors

Directors will perform their duties in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Guild.
 Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances.
 In the performance of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Guild or another person that were prepared or presented by a variety of persons, including officers and employees of the Guild, professional advisors, or experts such as accountants or attorneys.
 A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.

3.8 Filling of Vacancies

Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification or removal from office of any director will be filled by the affirmative vote of a majority of the directors present at any meeting of the directors at which a quorum is present.
Any director elected or appointed to fill a vacancy will hold office for the remainder of the vacated term and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal from office.

3.9 Removal
Any director can be removed, either for or without cause, by the affirmative vote of a majority of the directors present at any meeting of the directors at which a quorum is present, if notice of the intention to act upon such matter shall have been given in the notice of such meeting and if such notice is provided to the director proposed to be removed.

3.10 Resignation
Any director may resign at any time by delivering written notice to the Secretary or President / Co-President of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

3.11 Directors’ Compensation
Directors will not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Guild, as long as a majority of disinterested directors approve the reimbursement. The Guild shall not loan money or property to, or guarantee the obligation of, any director.

ARTICLE 4 – NOTICES 4.1
 Notice At least five (5) days' written notice must be given to all Directors of any regular or special meeting of the Board of Directors.
 Notice of meetings may be given by electronic transmission (i.e., e-mail) if all directors individually and collectively consent in writing.
 Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to a meeting not properly called.

ARTICLE 5 – MEETINGS
5.1 Place of Meeting
Meetings of the Board of Directors will be held at such places at determined by the Board of Directors or as specified or fixed in the respective notices or waivers of notice

. 5.2 Regular & Special Meetings
The Board of Directors will hold at least one meeting a year.
  Regular meetings of the Board of Directors will be held at such times and places as may be selected from time to time by resolution adopted by the Board and communicated by written notice to all directors.
 Except as otherwise provided by law, by the Certificate of Formation, or by these Bylaws, any and all business may be transacted at any regular meeting.
  Special meetings of the Board of Directors may be called by or at the request of the President / Co-Presidents or any two directors.

  5.3 Quorum and Manner of Acting
A majority of the number of directors then in office will constitute a quorum for the transaction of business at any meeting of the Board of Directors.
 The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains.
However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum.
 If a quorum is present at no time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice.
 The members and directors of WMQG are subject to adherence to these bylaws.
 All proceedings of the Guild shall be fair and open.
  In the event of a dispute over proceedings, when guidance is unavailable in these bylaws or applicable statutes, Robert’s Rules of Order shall be followed.
   In case of a tie in voting on any matter, the President shall have a tie-breaking vote except in the case where Co-Presidents have been elected.
  In the event WMQG has elected Co-Presidents, the tie breaking vote shall be exercised by the Secretary.

5.4 Proxy
 Voting Prohibited Proxy voting is not permitted.

5.5 Written Consent of Directors
Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if consent in writing setting forth the action to be taken is signed by the number of directors or officers whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted, as the case may be.
Such consent must be filed with the minutes of proceedings of the Board of Directors or of the committee.
 Such consent shall have the same force and effect as a vote at a meeting where such directors or officers were present and voted, and may be stated as such in any document.
Electronic signature of such consent will have the same force and effect as a physical signature.


ARTICLE 6 – COMMITTEES
6.1 Committees of Directors
The Board of Directors may establish one or more committees, may delegate specified authority to a committee, and may appoint or remove members of a committee.
 A committee shall include one or more Directors and may include persons who are not directors.
 If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of directors.

ARTICLE 7 – OFFICERS/DIRECTORS
7.1 Elected Directors/Officers
The elected officers of the Guild shall include at a minimum the offices of President or Co-Presidents, Vice President, Secretary, and a Treasurer.
  Any two (2) or more offices may be held by the same person, except that the President and Secretary shall not be the same person.
All elected and appointed officers shall be alert to and interested in Guild member’s needs and interests, both individually and as a group.

7.2 Election
Directors/Officers will be elected by the guild members at each, so far as is practicable, at each annual meeting.

7.3 Appointed Officers
The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents as it shall from time to time deem necessary, who will exercise powers and perform duties as set forth in these Bylaws or determined from time to time by the Board.

7.4 Term of Office; Removal; Filling of Vacancies
Officers shall hold a one (1) year term.

7.5 President or Co-Presidents
The President or Co-Presidents shall: Supervise and control the affairs of the Guild and shall exercise such supervisory powers as may be given by the Board.
Preside at all board meetings. Serve as an ex-officio member of all standing committees, unless otherwise provided by the Board or these Bylaws.
Set the agenda for each meeting of the Board.
Have the general authority to execute bonds, deeds, and contracts in the name of the Guild; to cause the employment or appointment of such employees and agents of the Guild as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of President of a Guild, except as otherwise provided by law, the Certificate of Formation or these Bylaws.
Be authorized to serve as co-signatory on all checks issued by the Treasurer for any approved expenses of the Guild Appoint pro-tem officers to serve in the absence of the Vice President, Secretary and/or Treasurer. Appoint standing and ad-hoc committees and/or chairpersons to serve the needs and desires of the guild (i.e. BOM, charity, membership, hospitality, etc...)
Present recommendations of the Board to the general membership for consideration keep the membership informed of Board actions as necessary and ensure that Board recommendations approved by the general membership are carried out.
Attend all Guild meetings, workshops, and events, etc. possible. Attend all board meetings and other appropriate planning meetings of the Guild possible.
Maintain reasonable communications with Guild board members, committees and members to ensure the goals of the Guild are furthered.

7.6 Vice President
In the absence of the President, preside at general and Board meetings.
Be authorized to serve as co-signatory on all checks issued by the Treasurer for any approved expenses of the Guild Coordinates Guild activities, i.e. Block of the Month, Challenges, etc...
Attend all Guild meetings, workshops, and events, etc. possible.
Attend all board meetings and other appropriate planning meetings of the Guild possible.
Maintain communications availability by checking e-mail on a regular basis
Accept additional assignments from the President.
Serve as a liaison with committees as assigned by President.
Contact the appropriate chairperson(s) periodically offer support, respond to questions, and to learn of any news or issues that might need to be brought to the attention of the President or the board. Maintain reasonable communications with Guild board members, committees and members to ensure the goals of the Guild are furthered.

7.7 Secretary
The Secretary shall:
Give all notices in accordance with these Bylaws or as required by law.
Take or ensure that someone takes minutes of all meetings of the committees and Board, and shall keep true copies of all minutes as part of the corporate records.
Maintain custody of the financial and membership records of the Guild.
Keep a record of the names and addresses of each Director, officer, and member of the Guild. Perform all duties incidental to the office of Secretary. Attend all Guild meetings, workshops, and events, etc… possible.
Attend all board meetings and other appropriate planning meetings of the Guild possible.
Maintain communications availability by checking e-mail on a regular basis
Accept additional assignments from the President / Co-Presidents.
Serve as a liaison with committees as assigned by President / Co-Presidents.
 Contact the appropriate chairperson(s) periodically offer support, respond to questions, and to learn of any news or issues that might need to be brought to the attention of the President / Co-Presidents or the board.
Maintain reasonable communications with Guild board members, committees and members to ensure the goals of the Guild are furthered.

7.8 Treasurer
The Treasurer shall be the chief accounting and financial officer of the Guild and Shall Have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Guild. Supervise the accounting and auditing practices of the Guild and shall have charge of all matters relating to taxation.
Issue numbered receipts for all funds received retaining copies for the purpose of auditing and reconciliation of accounts, receipts and disbursements.
Be authorized to issue and co-sign checks for any approved expenses of the Guild. 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.
Record all financial transactions of the Guild, pay all bills and present
a . a   full financial report annually
b . brief  financial reports monthly to the Secretary for inclusion in the meeting minutes
c. provide a quarterly report to the Board showing current budget status
d. 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.
Attend all Guild meetings, workshops, and events, etc. possible.
Attend all board meetings and other appropriate planning meetings of the Guild.
Attend all board meetings and other appropriate planning meetings of the Guild possible.
Maintain communications availability by checking e-mail on a regular basis Accept additional assignments from the President / Co-Presidents.
Serve as a liaison with committees as assigned by President / Co-Presidents.
Contact the appropriate chairperson(s) periodically offer support, respond to questions, and to learn of any news or issues that might need to be brought to the attention of the President / Co-Presidents or the board.
Maintain reasonable communications with Guild board members, committees and members to ensure the goals of the Guild are furthered.

ARTICLE 8 – OPERATIONS 8.1 Disbursement of Funds
Treasurer may disperse the funds of the Guild in accordance with the annual budget approved by the Board of Directors and the purposes of the Guild as set out in the Certificate of Formation and these bylaws.
 Financial transactions with the value of $50 or more that are not in the annual budget require majority approval of the Board of Directors, or Executive Committee if a majority of the Board of Directors is not immediately available to vote on the transaction.
 Notwithstanding the above, all checks disbursing funds from any of the Guild’s accounts require the signatures of at least two of the following:
 President or one of the Co-Presidents , Vice President, Secretary and/or Treasurer

. 8.2 Records
The Guild will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees.
 The Guild will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Guild.

8.3 Fiscal Year The fiscal year of the Guild will be January 1 to December 31 beginning in 2015. The fiscal year for the year of the inception of the Guild will be from the adoption of these bylaws thru December 31, 2014
8.4 Invalid Provisions
If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

8.5 Powers to Amend These Bylaws may be amended or repealed, or new bylaws may be adopted at any annual or special meeting of the Board of Directors at which a quorum is present by the affirmative vote of a majority of the directors present at the meeting, provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting;
 and provided further, that the foregoing notice requirement shall not prohibit the directors from adopting the proposed amendment, effecting the proposed repeal or adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting.

8.6 Lobbying No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office

. 8.7 Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal 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 of by a Court of Competent Jurisdiction of the county in which the principal office of the organization 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.

ARTICLE 9 – INDEMNIFICATION 9.1 Indemnification
To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Guild shall be indemnified by the Guild against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.

9.2 Limits on Indemnification
Notwithstanding the above, the Guild will indemnify a person only if he or she acted in good faith and reasonably believed that his conduct was in the Guild’s best interests.
 In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.

CERTIFICATION
The undersigned, being the duly elected and qualified Secretary of the Guild, hereby certifies that the foregoing initial Bylaws of the Guild were duly adopted by the Board of Directors of the Guild

effective ________________, 2014.





Secretary


Please review the bylaws. We will be voting on the bylaws at the February 2014 meeting.