Revised: October 2021
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,
- 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
Section 1:
A. Personal membership in the Guild is open to any person, regardless of race, color,
creed, sex or natural origin, who subscribes to the purposes of this Guild. Membership becomes valid with payment of dues and completion of membership form. Members shall be supplied with a membership list, with the understanding that this list will not be used for commercial purposes except by Affiliates. Only members in good standing may participate in workshops or other special events.
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: Guests are welcome to attend two (2) meetings free and are expected to become dues-paying members no later than the third (3rd) meeting. Non-members shall sign in at each meeting. A meeting attendance fee for visitors or for special meetings may be adopted in the annual budget.
Section 3: Members will receive a membership roster and free admission to Guild meetings as scheduled, except for special programs where extra costs must be defrayed. Additional programs and workshops are subject to admission charges to the membership and guests.
Section 4: Any decisions made by the voting of 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 of a notice on the OCMQG website via email. No provision is made for absentee or proxy vote.
Article 4: Meetings
Section 1: The Guild shall schedule a regular meeting January through December on the last Thursday of the month, starting at 6:30 pm, with the December meeting designated as optional with a “to be determined” date each year. Other meetings may be announced by telephone or email at least 72 hours in advance.
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 telephone or email.
Section 3: The place of Guild meetings shall be arranged by the members of the board, with the approval of the Executive Board.
Section 4: OCMQG Workshop Registration and Cancellation Policy
- Cash, Check, or Paypal may be used to register for a workshop. Checks should be made out to OCMQG; one check per workshop.
- All workshops 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.
- 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 persons will be contacted in order of sign-up.
- OCMQG guild members have priority registration up to the month prior to the workshop when registration is opened to non-members. Non-members pay a surcharge of $10.
- 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 check will need to made out to the teacher 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.
Section 5: Challenge Rules When Tallying Votes – Special Circumstances
In the case of a first place tie within a category, both first place winners receive a gift card and ribbon. In the case that a single person wins all three categories, we give that person a “Best In Challenge” commendation, awarding them a gift card and special ribbon. Then, the 2nd place person in each category would move up to 1st.
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.
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 18 year 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, special, 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.
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 case the Treasurer is unable to fulfil 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, special, 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 and sign all checks. 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 present 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 fulfil 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 or special meeting, when all members have been notified.
Article 6: Finances
Section 1:
A. The fiscal year shall run from January 1-December 31.
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. 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.
E. The President shall appoint an auditor with the approval of the Board. The audit is to be done 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 for the collect and maintain a record of dues and all members, update the MQG website with current member information and providing member information.
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 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.
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 General Meeting.
Article 10: Amendments to the Bylaws
Amendments to these bylaws shall be made by majority vote of members present at a
regular 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 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.
Bylaws last reviewed, revised, and ratified by the membership October 28th, 2021.
Orange County Modern Quilt Guild 