FWMQG Bylaws

Constitution and Bylaws of 

FORT WORTH MODERN QUILT GUILD 

Date Adopted 2/5/2026
 

ARTICLE 1 – NAME, LOCATION, AND PURPOSES

1.1 Name

The name of this guild is FORT WORTH MODERN QUILT GUILD also referred to as “the FORT WORTH MQG” and “the Guild.”

1.2 Location

The Guild serves the greater Fort Worth, Texas area.

1.3 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.

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.

The Guild is an affiliate member of the Modern Quilt Guild Inc. Through a group exemption with the Modern Quilt Guild Inc., the Guild is a 501(c)(3) tax-exempt organization.

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 the 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.

1.4 Mission

Our mission is to support and encourage the growth and development of modern quilting through art, education, and community.

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 this document.

ARTICLE 2 – MEMBERSHIP

2.1 Membership

  1. Membership shall be open to any person, ages 18 years or older, interested in modern quilts and modern quilt making, and who agrees to the purpose of the Guild, submits the Guild membership form, and pays dues.  
  2. Members in good standing are eligible to participate in all meeting activities. These include swaps, bees, show and tell, sew-ins, etc.
  3. Members are entitled to the privilege of voting, holding office, or serving on committees. Each member receives one vote on each matter.
  4. Children under the age pf 18 are permitted at meetings, and must be accompanied at all times by a paying member of the FWMQG.  Please note that anyone in attendance may be asked to leave if they become disruptive.

2.2 Revoking of Membership

  1. Membership may be revoked in cases of actions that threaten the charitable status of the Guild, or as determined by the Board of Directors.
  2. Membership may be revoked for violating policies set by the hosting meeting space.
  3. In instances of verbal harassment or disruptive conduct during meetings, the Board of Directors may attempt conflict resolution but reserves the right to immediately revoke the membership of the disruptive member.
  4. Membership may be revoked by participating in activities that are criminal in any activity related to the Guild or its functions.

2.3 Dues

  1. Payment of dues is required for membership. 
  2. The amount of the dues shall be set annually by a majority decision of the Board of Directors. 
  3. Dues for renewing members must be received by the first attended meeting of the new year to remain in good standing.  
  4. Dues are not refundable.
  5. Prospective members may attend one free meeting.  New members must pay dues by their second meeting.

2.4 Meetings

The Guild will hold a general meeting each month. The timing of the meeting will be

determined by the Board. At such meetings, each member in good standing receives one vote in appropriate matters.

2.5 Membership Quorum 

Thirty percent (30%) 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 Members

The Board of Directors shall consist of the Officers of The Guild.

3.2 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.


3.3 Number and Qualifications

The Board of Directors shall consist of at least three elected non-related officers. Officers must be members in good standing in the Guild.

3.4 Nomination of Officers

  1. Any member in good standing who has been active in the Guild for six months may be nominated. Members are allowed to self-nominate or nominate other members in good standing. 
  2. The paid Guild members in good standing will nominate candidates for successor directors.  At any meeting at which the election of an Officer occurs any member may nominate a person with the second of any other member.  In addition, a nominating committee may consider nominees.

3.5 Election of Officers

  1. A person who meets any qualification requirements to be an Officer and who has been duly nominated may be elected as an officer.
  1. Officers shall be elected by a majority vote of active members present at the November Guild meeting. No absentee or proxy voting is permitted.  

3.6 Duties of Officers

Officers 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. An Officers is not relying in good faith if the Officers has knowledge concerning a matter in question that renders reliance unwarranted.

3.7 Term of Office

  1. Guild officers shall serve a thirteen (13) month term, beginning in January.  ear beginning the month after their election. Any officer may be re-elected to serve two consecutive terms of office.
  2. Officers may serve two consecutive terms in the same position, after which they may not hold that position for one year. They may, however, hold a different elected position, and there are no cumulative term limits across positions.
  3. Each Officer shall hold office until a successor is elected and qualified.  An Officer may be elected to succeed himself or herself as an Officer.

3.8 Removal and Resignation

  1. Any Officer can be removed, either for or without cause, by the affirmative vote of a majority of the Officers present at any board meeting 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 Officer proposed to be removed.
  2. Any Officer 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.

3.9 Filling of Vacancies

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

3.10 Meetings

  1. The Board of Directors shall meet monthly, or at least 6 times per year, on a schedule that is agreed upon by the members of the Board of Directors.
  2. Board of Directors’ meetings will be held electronically, over Zoom or a similar platform, or at a location agreed upon by the members of the Board of Directors.

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 – ELECTED OFFICER POSITIONS

4.1 President

The President shall:

  1. Supervise and control the affairs of the Guild and shall exercise such supervisory
  2. powers as may be given by the Board.
  3. Preside at all board meetings.
  4. Serve as an ex-officio member of all standing committees, unless otherwise provided
  5. by the Board or these Bylaws.
  6. Set the agenda for each meeting of the Board.
  7. 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.

4.2 Vice President of Events

Vice President of Events shall:

  1. Be in charge in the President’s absence.
  2. Coordinate with treasurer to collect money and maintain sign-up sheets for guild events.
  3. Plan special events, including workshops, lectures, trunk shows, and retreats.
  4. Coordinate with other MQGs for special events.
  5. Work closely with other Vice Presidents as needed.

4.3 Vice President of Membership/Outreach

Vice President of Members/Outreach shall:

  1. Communicate with guests and potential members
  2. Maintain membership records and directory
  3. Oversees charitable projects
  4. Work closely with Vice President of Communications on Guild Promotion

4.4 Vice President of Communications

Vice President of Communications shall:

  1. Be the public face of the guild.
  2. Maintains all social media accounts.
  3. Maintains guild information on community site.
  4. Administrates guild blog.
  5. Produce a monthly newsletter
  6. Work closely with other Vice Presidents as needed.

4.5 Secretary

Secretary shall:

  1. Give all notices in accordance with these Bylaws or as required by law.
  2. Take or ensure that someone takes minutes of all meetings of the committees and
  3. Board, and shall keep true copies of all minutes as part of the corporate records.
  4. Maintain custody of the records.
  5. Keep a record of the names and addresses of each Director, officer, and employee of

4.6 Treasurer

The Treasurer, if any, shall be the chief accounting and financial officer of the Guild and shall:

  1. Have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Guild.
  2. Supervise the accounting and auditing practices of the Guild and shall have charge of all matters relating to taxation.
  3. Coordinate development of annual budget.

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 communication

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

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 – OPERATIONS

7.1 Contracts

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.

7.2 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.

7.3 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.

7.4 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.

7.5 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.

7.6 Fiscal Year

The fiscal year of the Guild will be January 1 to December 31.

7.7 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.

7.8 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.

7.9 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.

7.10 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.

In the event the Guild is dissolved, all funds and goods owned by the Guild shall be donated to one or more non-profit organizations as designated by a majority vote of the membership in attendance at the meeting wherein the matter is discussed.  The organizations considered will be those to which the Guild has previously donated.

ARTICLE 8 – GUILD FINANCES

8.1 Fiscal Year

The fiscal year is January 1st through December 31st. 

8.2 Budget 

The Board of Directors will approve a budget on a yearly basis.

8.3 Authorized Signers

The President and Treasurer shall be authorized to sign checks for the Guild and may be issued debit cards.

8.4 Audit

Financial records shall be audited each year by a committee consisting of two or more members appointed by the Board of Directors.

8.5 Treasurer’s Report

The Treasurer shall prepare an annual report for the Board of Directors.

CERTIFICATION

The undersigned, being the duly elected and qualified Secretary of the Guild, hereby certify that the foregoing initial Bylaws of the Guild were duly adopted by the Board of Directors of the Guild effective February 9, 2026.

Must be signed by the Secretary and two other elected non-related officers

Secretary ________________________________________

Susan Boutwell, President

Cathie Cardenas, VP Communications