Bylaws of FORT WORTH MODERN QUILT GUILD
Date Adopted July 18, 2013
Revised and Adopted October 2016
ARTICLE 1 – NAME, PURPOSES, POWERS, AND OFFICES
The name of this Guild is Fort Worth Modern Quilt Guild (the “Guild”).
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,
− Encourage new quilters and other fiber artists interested in non-traditional and non-art fiber projects,
− Offer educational opportunities through classes, workshops and sharing of information,
− 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 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 Article 1.2.
ARTICLE 2 – GUILD ACTIVITIES FOR MEMBERS
2.1 General Adult Membership: Guilds may set activities for members and may formalize a membership policy. Membership may be granted to anyone residing in the state 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.
2.2 Junior Membership and Children: Children aged 13-18 are permitted at meetings, if they are an individual Junior members of the MQG. These children must be accompanied at all times by a paying member of the FWMQG. Children under the age of 13 are not permitted at meetings, unless the meeting is a special youth activity. Nursing infants under 6 months are permitted. Please note that anyone in attendance may be asked to leave if they become disruptive.
2.3 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 for renewing members must be received by the first attended meeting of the new year to remain in good standing. Guest dues are due at the second meeting attended.
2.4 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.
2.5 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.
2.6 Membership Quorum: Forty percent (40%) of the membership, having paid dues as of the date of the meeting, shall constitute a quorum for the Guild.
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 three (3) directors.
3.3 Term of Office
Directors shall serve a one (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 two (2) consecutive terms of office.
3.4 Nomination of Directors
The Paid Guild Members in good standing 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 Paid Guild Members in good standing present. No absentee or proxy voting is permitted. 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.
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.
Any director may resign at any time by delivering written notice to the Secretary or 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
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 or any two directors. A person or persons authorized to call special meetings of the Board of Directors may select any place within Texas as the place for holding a special meeting. The person calling a special meeting will notify the Secretary of the information required to be included in the notice of the meeting. The Secretary will give notice to the directors as required in the Bylaws.
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. In case of a tie in voting on any manner, the President have a tie-breaking vote.
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 a 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.
5.6 Electronic Meetings
Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by the Board may, unless otherwise restricted by statute, by the Certificate of Formation or by these Bylaws, participate in and hold any meeting of the Board of Directors or committee by using conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, reasonable measures must be implemented to verify that every person voting at the meeting by means of remote communications is sufficiently identified and a record must be kept of any vote or other action taken. Participation in a meeting pursuant to this Section 5.6 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
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
7.1 Elected Officers
The elected officers of the Guild shall include a President, Vice President of Events, Vice President of Membership and Outreach, Vice President of Communications a Secretary, and a Treasurer, as may be determined from time to time by the Paid Members of the Guild, who are in good standing. 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.
Officers will be elected by the Paid Members of the Guild, who are in good standing, so far as is practicable, at each annual meeting.
7.3 Appointed Officers
The Paid members of the Guild, who are in good standing, 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.
The President 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.
7.6 Vice President of Events
Vice President of Events shall:
• In charge in the President’s absence.
• Coordinates with treasurer to collect money and maintain sign up sheets for guild events.
• Plans special events, including workshops, lectures, trunkshows, and retreats.
• Coordinates with other MQGs for special events.
• Works closely with other Vice Presidents as needed.
7.7 Vice President of Membership/Outreach
Vice President of Members/Outreach shall:
• Communicate with guests and potential members
• Maintain membership records and directory
• Oversees charitable projects
• Work closely with Vice President of Communications on Guild Promotion
7.8 Vice President of Communications
Vice President of Communications shall:
• Be the public face of the guild.
• Maintains all social media accounts.
• Maintains guild information on community site.
• Administrates guild blog.
• Produce a monthly newsletter
• Work closely with other Vice Presidents as needed.
• 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 records.
• Keep a record of the names and addresses of each Director, officer, and employee of the Organization.
• Perform all duties incident to the office of Secretary.
The Treasurer, if any, 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.
• Coordinates development of annual budget.
ARTICLE 8 – OPERATIONS
The Board of Directors may authorize any officer or officers, or agent or agents, of the Guild to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild, and such authority may be general or confined to specific instances.
8.2 Disbursement of Funds
The Board may dispense with 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. Notwithstanding the above, all checks of more than $50 disbursing funds from any of the Guild’s accounts require the signatures of at least two of the following: President, Vice
President, Secretary, Treasurer, or key management personnel.
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.
8.4 Conflicts of Interest
The Guild shall adopt a conflict of interest policy in the form attached hereto as Schedule A.
8.5 Dividends Prohibited
No part of the net income of the Guild shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Guild shall be distributed to its directors or officers. The Guild may pay compensation in a reasonable amount to its officers for services rendered and may compensate and reimburse its directors as provided in Section 3.11.
8.6 Loans to Officers and Directors Prohibited
The Guild will not make loans to its officers and directors. Any directors voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Guild for the amount of such loan until repayment thereof.
8.7 Fiscal Year
The fiscal year of the Guild will be January 1 to December 31.
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.
8.9 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.
8.10 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.
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
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.
The undersigned, being the duly elected and qualified Secretary of the Guild, hereby certifies that the foregoing Bylaws of the Guild were duly adopted by the Board of Directors and Members of the Fort Worth Modern Quilt Guild effective July 18, 2013.