Rising Star Quilters Guild, Inc.

Bylaw Revision voted on at 5/26/2009 Membership Meeting

Our Fed. ID# is: 04-3105737

Date Incorporated: February 27, 1992

Date Original Bylaws Adopted: March 24, 1992

Rising Star Quilters Guild, Inc. By-Laws

ARTICLE 1: NAME AND PURPOSE

1.1 The name of the organization shall be RISING STAR QUILTERS GUILD, INC., and shall be referred to as the "Guild" throughout this document.

1.2 In accordance with the Guild's mission statement, the purpose of the organization shall be to promote the art of quilting.

ARTICLE 2: OFFICERS, BOARD AND COMMITTEES

2.1 The Guild shall be governed by the Board, which consists of the Officers and the Chairs of the Standing Committees.

2.2 The Board oversees overall operation of the Guild.

2.3 The Officers are President, Vice-President, Treasurer, Assistant Treasurer, Secretary, Quilt Show Chair (current year) and Programming Chair (upcoming year), and comprise the Executive Committee.

ARTICLE 3: DUTIES OF OFFICERS

3.1 The President shall preside at all Board, Executive Committee and Guild meetings, and be an ex-officio member of all committees except the Nominating Committee.

3.2 The Vice-President shall preside at all Board, Executive Committee and Guild meetings in the absence of the President.

3.3 In the absence of the President and Vice President, a Board member designated by the President or Vice President shall preside at the Board and Guild meetings.

3.4 The Treasurer in conjunction with the Assistant Treasurer shall have custody of all the Guild funds and will be the general collecting, disbursing and accounting officers. Neither shall disburse funds in excess of $500 without approval of a quorum of the Board unless the amount was approved in the annual budget.

• 3.4.1 The President shall be a co-signor of the Guild checking account.
• 3.4.2 The President shall be authorized to collect and disburse funds in the absence of both the Treasurer and Assistant Treasurer upon approval of the Officers.
• 3.4.3 The President shall co-sign checks in excess of $500 if those amounts have not been approved in the annual budget.

3.5 The Secretary shall take the minutes of Board and Executive Committee meetings, and record votes taken at all Guild Meetings including the Annual Meeting.

3.6 The Quilt Show Chair (current year) shall be responsible for planning and overseeing the Guild's annual show and sale.

3.7 The Programming Chair (incoming) shall make all necessary arrangements for programs during the following year, including varied programs at Guild meetings and workshops.

3.8 No Board member shall receive remuneration or compensation of any kind for serving on the Board in compliance with Section 501 (c)(3) of the Internal Revenue Code.

3.9 No Board member shall hold more than one executive office.

3.10 In the event that a vacancy, including but not limited to resignation or removal, occurs in the office of President, the Vice-President is the automatic replacement for the remainder of the unexpired term. For all other vacancies on the Board, the Executive Committee shall appoint a replacement for the unexpired term.

3.11 The terms of office for the Executive Committee shall be for no more than three consecutive years in the same position, unless approved by a 2/3 vote of the membership present and voting at the Annual Meeting, provided that a quorum is present.

ARTICLE 4: ELECTIONS

4.1 Elections of the Executive Committee and the presentation of Standing Committee Chairs shall take place at the Annual Meeting.

4.2 A Nominating Committee, appointed by the President, shall be required to present a slate of candidates for Officers and Board members to the membership at the prior month's Guild meeting and in the prior month's newsletter each year.

ARTICLE 5: MEMBERSHIP

5.1 Any person with an interest in the art of quilting shall be eligible to become a member.

5.2 Dues-paying Members shall have the right to vote, hold office, attend Board meetings, receive monthly newsletters, and to exhibit and sell their products at the Guild show and sale.

5.3 Honorary Members may be voted in by nomination of a majority of the Board at a Board meeting and are Honorary Members for life. They shall have the privilege of dues-free membership, but shall not have the right to vote, hold office or attend Board or Committee meetings. They may, however, be allowed to exhibit and sell their products at the Guild show and sale.

ARTICLE 6: STANDING AND SPECIAL COMMITTEES

6.1 Standing Committee Chairs shall be appointed by the Executive Committee. Standing committee functions may include, but are not limited to: Bee Keeper, Benefit Quilts, Block of the Month, Equipment, Hospitality, Membership, Monthly Raffle, Monthly Vendors, Name Tag Raffle, NEQM Liaison, Newsletter, Special Events, and Web Bee.

6.2 Special Committees shall be appointed by the President as needed. Special Committee functions may include Nominating Committee, Audit Committee, and By-Laws Committee.

ARTICLE 7: MEETINGS

7.1 There will be nine (9) meetings of the Board and of the Guild annually, whenever possible.

7.2 Executive Sessions, open only to Executive Committee members, can be called by the President or Secretary by U.S. postal mail, telephone notice, or e-mail at least three (3) days prior to the meeting. The Guild is not responsible for U.S. postal mail, telephone notice or email not received due to any issue, including but not limited to undeliverablity or misdeliverability, misdirection or technical malfunction of any kind.

7.3 The current edition of Roberts Rules of Order shall be the final source or authority regarding any questions of procedure.

ARTICLE 8: QUORUM

8.1 A quorum at any Guild meeting shall consist of 30% of the voting members.

8.2 A quorum of the Board shall consist of 30% of its officers and committee representatives, counting one representative per committee.

8.3 A quorum of an Executive Session shall consist of a majority of its members.

ARTICLE 9: DUES

9.1 The amount of dues is to be determined upon recommendation of the Board, and agreed upon by a majority vote of the members at a Guild meeting, provided that a quorum is present.

9.2 The membership year will run from July 1 of the year in which dues are paid through June 30 of the following year.

ARTICLE 10: AMENDMENTS

10.1 Proposed By-Laws amendments shall be presented in writing to the Board for consideration.

10.2 By-Laws may be amended at a Guild meeting by a 2/3 vote of members eligible to vote, provided that a quorum is present and provided that the amendment has been announced at the meeting one month prior to the vote, and submitted in writing in the previous newsletter or special mailing to the membership.

10.3 By-Laws and Amendments to the By-Laws shall become effective upon approval of the membership.

ARTICLE 11: DISSOLUTION OF THE RISING STAR QUILTERS GUILD, INC.

11.1 Upon dissolution of the Guild, the Officers shall dispose of all net assets of the Guild in such manner, or to such organizations operated exclusively for charitable or educational purposes as shall qualify at the time as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code. No funds shall inure to the benefit of any of the members or officers of the Guild.

By-Law Revisions voted on and approved at 5/26/2009 Guild meeting

Date Incorporated: February 27, 1992

Date Original By-Laws Adopted: March 24, 1992