Saint Andrew Bay Quilters' Guild
By Laws


ARTICLE 1: GENERAL PROVISIONS

The name of this organization shall be the St. Andrew Bay Quilters' Guild, Inc., a not-for-profit corporation in the State of Florida. The fiscal year of the corporation shall be June 1 to May 31 of the following year.

The purpose for which the corporation is organized is to further the education of guild members and the general public in the folk art of quilts and quilting and to stimulate interest and creativity for the continuous development of this unique art form. The corporation will serve as a source of information and inspiration in quilting and related arts through the education of its members and the public in general by means of exhibitions, lectures, demonstrations, training programs, and workshops.

ARTICLE 2: MEMBERSHIP

Section 1: The corporation will function as a membership organization. Members will have a voice in the running of the corporation. Membership is open to all persons interested in the purpose of this organization.

Section 2: Annual dues are due in May and delinquent after July 1. New members joining the Guild after November 30 shall pay one-half the yearly dues. Thereafter, renewing members are not eligible for half-year memberships.

Section 3: The corporation shall keep a record of all members and have available a directory of members. The directory shall not be used for commercial purposes.

ARTICLE 3: MEETINGS

Section 1: The corporation shall hold an Annual General Membership Meeting in the month of May unless otherwise agreed upon by the board and notice given to the members at least 30 days in advance.

Section 2: Regular Meetings will be held twice a month. Board Meetings will be held at a time and place called by the President. The President may also call a Special Meeting of the Board of Directors and or the general membership if the a situation warrants.

Section 3: Members present at a scheduled meeting shall constitute a quorum.

ARTICLE 4: BOARD OF DIRECTORS

Section 1: The Board of Directors shall consist of the elected officers, and the chairs of the Standing Committees. The past president shall serve for one year as Parliamentarian and advisor to the Board of Directors.

Section 2: The Board of Directors shall manage the business of the corporation. The Board shall have the responsibility to see that all corporate and financial duties and responsibilities are carried out. The Board of Directors shall have the power to authorize expenditures of corporate funds to the extent that the expenditures are within the limits of the approved budget. The Board of Directors shall also authorize the entering into contracts consistent with the budget and the goals and plans of the corporation.

Section 3: The Board of Directors will meet upon the call of the President and decide all questions of policy. If an emergency vote is required, the corporation shall give as much notice for the holding of a Special Meeting as is reasonable under the circumstances.

Section 4: Board of Directors' decisions requiring a vote of approval by the General Membership are as follows:

a. Amendment of the Articles of Incorporation
b. Amendment of the By-Laws
c. Election of Officers
d. Approval of the Annual Financial Report
e. Approval of the Annual Budget

Section 5: The members of the Board of Directors shall serve without fee or salary.

ARTICLE 5: OFFICERS

Section 1: The elected officers of this corporation shall be the President, First Vice- President, Second Vice-President, Secretary and Treasurer.

Section 2: Election of officers shall be held at the April meeting, and officers shall be installed at the May meeting. All terms of office shall be for one year. Each officer may hold a position for no more than two consecutive terms.

Section 3: Vacancies in office may be filled at any regular business meeting with the approval of the general membership.

Section 4: Nominations for officers may be made from the floor at the general membership meeting in March with the consent of the nominee. When there are no nominations from the floor and only one candidate for each office, the election is by acclamation. When more than one candidate for any office exists, the election shall be by ballot, and a majority of those voting shall elect.

Section 5: The President shall preside at day meetings of the corporation and at the Board of Directors' meetings. The President shall appoint committee chairs, a special audit committee and a budget committee. The President shall be an ex-officio member of all committees except the nominating committee. The President shall inform each officer and chair of their respective duties.

Section 6: The First Vice-President shall be responsible for planning programs and preside at the meetings in the absence of the President. When presiding at meetings, the First Vice-President shall perform all the duties of the President.

Section 7: The Second Vice-President shall preside at the evening meetings, arrange for programs, and appoint committee chairs as needed.

Section 8: The Secretary shall keep minutes of all meetings and prepare any business correspondence needed by the Board. At the expiration of the term of office the Secretary shall turn the minutes and records over to the incoming secretary.

Section 9: The Treasurer shall deposit all moneys received and pay all bills approved in advance by the Board of Directors. The Treasurer shall present a written financial report to the President and Second Vice President prior to monthly meetings. The Treasurer shall keep the corporate accounts, and these accounts shall always be open to the members' inspection. The Treasurer shall present an Annual Report at the Annual Meeting; work with the audit and budget committees; and, with the President, prepare and file all required tax forms.

ARTICLE 6: STANDING COMMITTEES

Section 1: The Standing Committees will be such as may be considered necessary to meet the needs of the corporation. The Chairs of these committees shall be appointed by the President and Second Vice-President and shall be available upon request to give a report and/or receive information pertaining to their chairships. Committee Chair positions are on a voluntary basis by appointment and do not require a vote by the general membership.

Section 2: The Program Committees shall schedule and arrange the annual instructional programs and conduct any correspondence that relates to these programs. The two Vice-Presidents shall serve as the chairs for these committees.

Section 3: The Historians shall be appointed by the President and Second Vice- President and compile the Guild's history; arranging for photographs and keeping a scrapbook of the Guild activities as appropriate.

Section 4: The Quilt Show Committee shall make all arrangements for the quilt show.

Section 5: The Publicity Committee shall publish all notices of meetings and other group events as appropriate.

Section 6: The Hospitality Committee shall greet visitors and arrange for refreshments for regular meetings.

Section 7: The Newsletter Committee shall publish a newsletter and mail these to the membership monthly.

Section 8: The Membership Committee shall keep an up-to-date membership list, provide a membership packet to new members and stimulate interest in the Guild. The yearbook compilation and publishing will be the responsibility of this committee. The yearbook will be available to members at the September meeting.

Section 9: The Librarian shall keep a book selection to be checked out by the membership and make recommendations to the Board for the purchase of new books.

Section 10: The Sunshine Committee shall acknowledge illnesses, special events,etc., of Guild members.

ARTICLE 7: SPECIAL COMMITTEES

Section 1: The Audit Committee shall consist of three members appointed by the President at the beginning of each fiscal year. The committee shall audit the financial records of the previous year and submit a report within 30 days.

Section 2: The Nominating Committee shall be comprised of five members: a chair appointed by the President, and two members selected at the day and evening meetings in January. This committee shall present to the March meeting a candidate or candidates for each office after having ascertained that those candidates have been members in good standing for at least a year and are willing to serve.

Section 3: The Budget Committee shall consist of the Treasurer and two members appointed by the President. They will submit an estimated budget biannually to the Board at the joint May meeting.

Section 4: Such other committees, standing or special, shall be appointed by the President or Second Vice-President.

ARTICLE 8: AMENDMENTS

Section 1: Any member may submit to the membership any amendment to the Articles of Incorporation or By-Laws deemed necessary or appropriate for consideration and vote at the Annual Meeting.

Section 2: A copy of any proposed amendments shall be submitted to the newsletter chairman so that they may be included with the notice of the Annual Meeting. If this is not possible, members shall be given adequate time to read and consider the amendment before a vote is taken. All amendments to the Articles of Incorporation adopted by the membership shall also be submitted to the Department of State, Division of Corporations, as required by law.

ARTICLE 9: DISSOLUTION

The members of the corporation may, by majority(two-thirds) vote, dissolve the corporation at any Annual or Special Meeting upon proper notice being given. Upon dissolution the President shall immediately file the Notice of Dissolution with the Department of State, Division of Corporations, and all assets of the corporation shall be distributed as allowed by law.

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