Approved October 26, 2023
Article 1: Name and Purpose of Guild
Section 1: The name of this organization shall be Orange County Modern Quilt Guild, a not-for-profit
organization, to be referred to in this document as the “Guild”.
Section 2: The mission of the Guild is to support and encourage the growth and development of modern quilting through art, education, and community.
Section 3: The Guild is organized and will be operated exclusively for charitable and educational 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.
The 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 Guild shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under sections 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.
Section 4: 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, 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.
Article 2: Requirements to be exempt as an Organization described in section 501(c)(3) of the Internal Revenue Code
Section 1: The organization is organized 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.
Section 2: 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 1 of these bylaws.
Section 3: 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.
Section 4: 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.
Section 5: 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 3: Membership
See Article 8: Governing Boards for the definition of the “Board”.
Section 1:
A. The Guild does not discriminate. Personal membership in the Guild is open to any person who has a love of quilting, wants to join, and who subscribes to the purposes of this Guild. Membership becomes valid
with payment of dues and completion of membership form. If any member creates an unwelcome or unsafe atmosphere for the other members, the Board has clear authority to require them to stop and/or remove them from the Guild. Only members in good standing may participate in meetings, workshops, other special events, or any form of leadership position.
B. Junior members, ten to eighteen years of age, shall have an individual sponsor. Membership becomes valid with payment of dues and completion of membership form, co-signed by a parent or guardian. Junior members shall have all the privileges of active membership, except holding elective office.
C. Affiliate memberships are available upon payment of affiliate dues as set by the Board. Affiliate members may be any business and may attend general meetings, but shall not have voting privileges, hold office, or constitute any portion of a quorum.
Section 2: Member will receive a membership roster and free admission to Guild meetings, as scheduled, with the exception of any special programs or events, where extra costs must be defrayed. Additional programs and workshops are subject to admission charges to the members and visitors. Members are also entitled to an OCMQG name tag to wear at meetings and an MQG lapel pin. Members are entitled to a digital copy of the bylaws.
Members and visitors shall sign the attendance sheet at each Guild meeting.
Section 3: Every member may limit the personal information disclosed on the membership roster which will be distributed to the Guild members. Members are to understand that this roster shall not be used for any purposes
other than Guild purposes and under no circumstances shall it be used for commercial purposes. At a minimum, the roster shall include the name and a current email address for each Guild member for communication purposes.
A cell number may be provided for telephone calls and text messaging purposes, however, will not be included on the membership roster distributed to Guild members unless specifically approved by the member. It is the
responsibility of every member to check their email, including their junk folder, for Guild communications.
Section 4: Dues shall be paid by each new and renewing member in accordance with Article 6: Finances.
Section 5: Visitors or non-members are welcome to attend two (2) meetings and are expected to become dues paying members no later than the third (3) meeting. A meeting attendance fee for guests or non-members may be adopted in the annual budget, especially for meetings where the Guild has paid for speakers/lecturers. One (1) meeting attendance fee may be applied to new member dues if the visitor becomes a member no later than the next month’s meeting. Visitors shall sign the visitor attendance sheet at each meeting.
Section 6: Any decisions made by polling or voting by the general membership shall be made by a majority of the members present at a regular or special meeting, when all members have been notified by posting a notice
on the OCMQG website and via email or at a membership meeting. No provision is made for absentee or proxy voting.
Article 4: Meetings
Section 1: The Guild shall have at least one meeting a year for the membership, as determined by the Board, to fulfill the mission of the Guild. Typically, the Guild schedules regular membership meetings January through
December on the last Thursday of the month, starting at 6:30 pm. The December meeting may be designated as optional and with a “to be determined” date each year. Meeting dates and times may be changed due to conflicts with holidays and outside events or at the discretion of the Board. Additional meetings may be announced by email or telephone at least 72 hours in advance. Regular membership meetings may be held in person, online using Zoom or both. The Board may decide that certain meetings will be held only online using Zoom. Zoom meetings generally are held for the benefit of members who cannot attend in person and for non-member guests and may be discontinued at any time.
Section 2: Special meetings may be called by the President, other Board members, or by action of the membership.
All members are to be notified of special meetings by email, text message, or telephone.
Section 3: The location of Guild meetings shall be arranged by the members of the Board, with the approval of the Executive Board.
Section 4: The October meeting of each year will be reserved as the October Business Meeting. The new Board members will be elected, and the annual budget will be adopted at this meeting. Also, the new Bylaws shall be
ratified as required by Articles 10 and 11 of these Bylaws. This meeting will be in person, unless special circumstances acknowledged by the Board prevent it from occurring in person.
Section 5: OCMQG Workshop Registration and Cancellation Policy
All workshops are in addition to regularly scheduled membership meetings and may be limited in the number of attendees. Additionally, there may be a workshop fee. All workshop fees need to be paid in full at the time of
registration and are not refundable unless there is a waiting list, or the attendee can find someone to replace them.
All payments for workshops will be made in accordance with Article 6: Finances.
If a guild member wishes to take the workshop but does not have payment at the time, they will be placed on the wait list until payment is received. Wait-list individuals will be contacted in order of sign-up.
OCMQG guild members have priority registration up to the month prior to the workshop after which registration is opened to non-members. Non-members pay an additional non-member fee as determined by the Board.
Workshop registration is opened up 3 months before the workshop. If the workshop becomes full, a wait list is started. Wait-listed members and non-members do not pay for the workshop until workshop space becomes
available.
When there are required tools, notions, patterns, etc., sold in advance of the class, a separate payment will be made to the instructor of the class, not to the Guild.
No-shows are not entitled to a refund.
If the Guild cancels a workshop, workshop fees will be refunded.
Article 5: Officers
Section 1: The Guild shall have a President, Vice President, Secretary and Treasurer. Instead of a President and Vice-President, the Guild may choose to elect Co-Presidents. These individuals shall constitute the Executive Board of the Guild. At a minimum, the Executive Board must consist of three (3) unrelated individuals.
Elections will take place at the October Business Meeting. Newly elected officers shall assume their duties at the close of the November meeting and remain in office for one year or until their successors have been installed.
Persons holding office must be eighteen years of age and over and be a member in good standing.
Section 2:
The President shall be the Chief Executive Officer of the Guild and shall preside at all general membership, special meetings and Board meetings. The President shall be the official spokesperson for the Guild. The President shall instruct the Secretary regarding the issuance of notices, minutes, and
general correspondence. In the event of Co-Presidents, the two officers will decide upon an appropriate division of duties, as long as all duties of the President and Vice President are fulfilled.
The Vice President shall serve as assistant to the President in all matters. The Vice President shall perform such duties as requested by the President. In the absence of the President, the Vice President shall conduct Guild meetings and/or Board meetings. In the event that the President cannot complete the term of office elected to, the Vice President will assume all duties and responsibilities of the office of President for the remainder of the term.
The Vice President will have a set of checks, and all financial website passwords in the event that the Treasurer is unable to fulfill their responsibilities. The Vice President shall serve as Parliamentarian with responsibility to see that the rules set forth in the Bylaws are followed. The Vice President shall oversee the review of these Bylaws every two years.
The Secretary shall keep records of minutes including all motions made and carried at each general membership, special meetings, and Board meetings, and shall take care of general correspondence. The Secretary will conduct
Guild meetings in the absence of the President and Vice President.
The Treasurer shall have the care and custody of the Guild’s funds. The Treasurer shall pay all bills, sign all checks, or execute online transactions for payments. The Treasurer shall provide a transaction log by month to the Vice President prior to monthly Board Meeting. Additionally, the Treasurer shall provide an updated budget to the Board prior to each monthly board meeting. The Treasurer is responsible for developing and introducing a budget to the Board in August for the next year to be presented to the members at the October Business Meeting. The Vice President will have a set of checks, and all financial website passwords in case the Treasurer is unable to fulfill their responsibilities. Before the close of each fiscal year, the Treasurer shall prepare the books for audit.
Section 3: Any elected officer(s) may be removed from office by a 2/3rds vote of members present at any general membership, or special meeting, when all members have been properly notified.
Article 6: Finances
Section 1:
A. The fiscal year shall run from January 1-December 31, the same as the Modern Quilt Guild.
B. The amount of annual dues to the Guild shall be set by the general membership, on the recommendation of the Board. Annual dues shall be levied at a rate determined by the majority vote of those present at the
October Business Meeting, payable no later than December 31 of each year. New members joining between July 1 and December 31 of each year will pay half rate. A portion of the annual membership dues must be remitted to the Modern Quilt Guild as they are billed, to retain Guild membership in the
Modern Quilt Guild. Membership termination shall occur upon failure to pay annual dues.
C. Beginning in 2014, the Budget Committee shall meet in July of each year and shall consist of no less than four (4) members: the current President, Treasurer, and at least two members from the general membership. The Budget Committee shall submit a budget to the Executive Board, which budget shall be submitted to the membership by email prior to the October Business Meeting. Any future changes shall be approved by the general membership.
D. The Treasurer has the power to sign all checks for the Guild. The President, Vice President and Secretary have the power to sign all checks in the absence of the Treasurer. The Guild may make payments using other methods such as debit cards, Zelle bank transfers and PayPal, however,
these payments must not incur additional service fees to the Guild. Bank checks are the preferred method of payment for goods and services.
E. The Guild may accept payments via the following sources: Cash, Check, Zelle bank transfers, and PayPal. Additional payment sources may be considered as they become available. Where the Guild is assessed a fee for receiving the payment, such as from PayPal, the Guild may pass on that fee to the payor.
F. Petty cash funds will not exceed $100.00 with excess funds to be deposited in the Guild bank account as soon as possible. Activity from petty cash will be accounted for as with any other revenue or expenditure that the Guild incurs.
G. The President shall appoint an auditor with the approval of the Board. The auditor may be appointed from within the Guild membership. The member must be a member in good standing and may not be a signer on the Guild bank account. The audit is to be done before the close of the fiscal year, most likely prior to the November Board of Directors Meeting.
Article 7: Committees
Section 1: Any new committees and activities may be formed by a majority vote of the Board of Directors. Details of specific committees will be stated in Board Policy. Suggested committees include but are not limited to:
A. Philanthropy – Chairperson(s) shall work as a community service facilitator to develop Guild projects and promote participation of the Guild’s general membership.
B. Facilities and Hospitality – Chairperson(s) shall greet new members and visitors at general meetings and assist in organizing a meeting place for the guild.
C. Web Master – Chairperson(s) shall update the Guild website each month after the Guild meeting.
D. Social Media – Chairperson(s) shall keep a record of Guild events and display this information and shall take photos as required at general meetings and special Guild events which will be displayed on the Guild website, and social media. They are also responsible for responding to all inquiries received via the Guild’s social media channels in a timely manner.
E. Block-of-the-Month/Quarter – Chairperson(s) shall select and print pattern(s) and be responsible for the Block-of-the-Month/Quarter at general meetings.
F. Nominating Committee – The Committee shall be responsible for selecting at least one member for each of the four elected offices. Every effort should be made to nominate two. The Committee’s recommendations will be presented to the general membership at the October meeting.
G. Membership – Chairperson(s) shall be responsible to collect and maintain a record of dues and all members, update the MQG website with current member information, and providing member information and the distributing the membership roster to members. They are also responsible for
maintaining and archiving the attendance records from each meeting.
H. Workshop and Speakers – Chairperson(s) shall search for guest speakers and workshop instructors.
I. Program & Education – Chairperson(s) shall develop monthly meeting content, coordinate, and direct any special events at monthly meetings. They are also responsible for organizing guild outings, and field trips.
J. Raffle and Door Prize – Chairperson(s) shall procure monthly raffle and door prizes from the membership or merchants.
Article 8: Governing Boards
Section 1: The Executive Board shall be composed of the elected officers of President, Vice President, Secretary and Treasurer.
Section 2: The Board of Directors of the Guild (the “Board”) shall consist of the Executive Board, the appointed standing committee chairpersons, and all past Presidents in good standing. All shall have full voting powers on Board decisions.
Section 3: If a vacancy occurs, except in the office of President, the vacancy will be filled by appointment by the Executive Board.
Section 4: A quorum at Board meetings will consist of five (5) members in good standing.
Section 5: The Board will create policies and procedures which will assist in the day-to-day running of the Guild and are not included as part of these Bylaws. Policies and procedures only need to be approved by a quorum of the Board members.
Article 9: Elections
Section 1: The President shall appoint two (2) members of the Nominating Committee and the remaining members of the Executive Board shall appoint the third (3rd) member. Every effort will be made to nominate at least two (2) candidates for each office. Beginning in 2014, the Nominating Committee’s recommendation is to be presented to the general membership at the September General meeting.
Section 2: Beginning in 2014, voting shall be by ballot at the October Business Meeting. Each member attending the October Business Meeting will be given a ballot. There will be an opportunity to make nominations from the floor. The results of the election will be reported immediately by the President, with a report on the Guild website to follow. The new officers will assume their duties at the close of the November Membership Meeting.
Article 10: Amendments to the Bylaws
Amendments to these bylaws shall be made by majority vote of members present at a regular membership or special meeting, when all Guild members have been notified in writing by email of all changes at least ten days prior to said meeting.
Article 11: Effective Date
Section 1: The bylaws shall take effect immediately upon their adoption. Revisions, additions, or deletions are to be effective upon the date so voted for by the membership.
Section 2: These bylaws supersede any and all previously adopted by the Orange County Modern Quilt Guild.
Section 3: These bylaws shall be reviewed in the last quarter of all odd numbered years under the direction of the Vice President (Parliamentarian).
Article 12: Parliamentary Authority
The rules of Robert’s Rules of Order, newly revised, shall govern the Guild in all cases to which they are applicable and in which they are not inconsistent with the rules of the Guild.
Orange County Modern Quilt Guild 