ARTICLE I. – NAME
The name of this organization shall be Peninsula Quilters.
ARTICLE II. – PURPOSE
Section 1 The purposes of this organization shall be the following:
A) To preserve and continue the traditions and history of the art of quilting, quilt making and related hand arts.
B) To develop and contribute to new approaches to quilting.
C) To expand the knowledge of quilting and educate those interested, in the background and skills of quilting.
D) To contribute to community education and appreciation of the art of quilting.
E) To enhance the education, knowledge and skills of the members about the art and techniques of quilting through participation in workshops, forums, seminars, displays and similar activities and through supporting and encouraging them in their contribution to and involvement in such events.
Section 2 The property of this nonprofit organization is irrevocably dedicated to the charitable and educational purposes, and no part of the net income or assets of this organization shall ever inure to the benefit of any officer or member or to the benefit of any private person.
ARTICLE III. – MEMBERSHIP, DUES, AND NEWSLETTER SUBSCRIPTION
Section 1. Classification of members and privileges
A. Active members are those persons who are interested in quilting, will take an active part in furthering the purposes of the organization, and whose dues are currently paid. Active members may vote and hold office. The Board may limit the number of active members.
B. Affiliate members may include, but are not limited to retail businesses, manufacturers, museums, educational institutions, or other organizations whose products, programs, or services relate to quilt making. Affiliate members are those who are interested in supporting the organization and whose affiliate dues are currently paid. The name of all affiliate members shall be listed in each newsletter published. Affiliate members may not vote and may not be a member of the board of directors.
C. Honorary Life Members
1. Any Active member may present to the Board, in writing, a candidate for Honorary Life Membership, listing the candidate'’ qualifications and past service rendered to the organization. The Board will review all nominees and selected candidates will be presented too the membership for ratification.
2. Honorary Life Members may vote and hold office.
3. Honorary Life Memberships shall not exceed ten (10) persons at any given time.
Section 2. Dues
A. Dues for Active members shall be $45.00 annually, effective October 1, 2003.
B. Dues for Affiliate members shall be $35.00 annually.
C. Honorary Life members shall pay no dues.
D. The Board of Directors shall waive payment of dues in case of financial hardship.
E. New members (Active and Affiliate) joining after March 31 shall pay prorated dues for the remaining six (6) months.
F. The fiscal year is October 1-September 30. The dues are due and payable October 1 and delinquent after the third Wednesday in October.
Section 3. Newsletter Subscription
A. Fee for an annual newsletter subscription (October through September) will be $20.00, and shall not be prorated for a partial year.
ARTICLE IV. – GENERAL MEMBERSHIP MEETINGS
Section 1. Regular Meetings
The Membership shall meet at least eight (8) times each year and shall alternate day and evening meeting times whenever possible. A quorum shall be 15% of the Active Membership.
Section 2. Annual Meeting
The annual meeting shall be in September and its business shall include the election of officers.
Section 3. Special Meetings
Special meetings of the board may be called by the President and shall be called on request of 3 members of the board of 10 members of the organization.
ARTICLE V. OFFICERS AND THEIR ELECTION
Section 1. Elected Officers
A. President
B. Vice President / President Elect
C. Treasurer
D. Recording Secretary
E. Corresponding Secretary
Section 2. Appointed Officers
A. Parliamentarian
B. Historian
Section 3. Term of Office
Officers shall serve a term of one (1) year or until their successors are elected or appointed. Their term shall begin the first day of October in the year in which they are elected.
Section 4. Nominating, Appointment and Election Processes
A. A Nominating Committee of five (5) members, two (2) of whom shall have served on the Board shall be elected from the floor at the Membership meeting in June. Vacancies in the Committee shall be filled by Presidential appointment.
B. Vice President / President Elect nominees shall have served at least one year on the Board of Directors if possible.
C. The Recording Secretary shall call the Nominating Committee’s first meeting.
D. The Committee shall prepare a ticket with at least one (1) nominee for each officer position to be elected. Consent of the nominee shall be obtained before the name appears on the ticket.
E. Nominations from the floor shall be accepted at the August meeting.
F. The ticket, which shall contain all names of those nominated by the Committee and from the floor, shall be included in the September newsletter.
G. Election shall be held at the Annual meeting. Voting shall be by voice vote and a majority shall elect, unless there is more than on e candidate for an office, in which case the vote shall be by ballot for that office and a plurality shall elect. Any Active member and Honorary Life member may vote.
H. The Appointed officers shall be appointed by the President subject to the approval of the Board, and shall be announced in the September newsletter.
Section 5. Vacancies in Officer Positions
A. A vacancy in the office of President shall be filled by the Vice President / President Elect assuming that office, creating a vacancy in the Vice Presidency.
B. Any vacancy in any other office, or any chairmanship shall be filled by presidential appointment, subject to the approval of the Board.
Section 6. Duties of Officers
A. The President shall preside at all Board and Membership meetings, shall be ex-officio member of all committees except the Nominating Committee; shall make all appointments, subject to the approval of the board; and shall coordinate all activities of the organization.
B. The Vice President/President Elect shall assume the duties of the President in the absence of that officer and will assume that office in case of a vacancy in the Office of President; shall succeed to the office of President in the following term; shall assist the President in the coordination of the activities of the organization.
C. The Treasurer shall receive all monies of the organization and deposit such monies in a depository selected by the Board or the President; shall maintain proper financial records of the organization; shall make regular reports to the Board and the Membership; shall prepare and submit any tax forms required of the organization; and shall present records to yearly audit at the direction of the Board and the President.
D. The Recording Secretary shall keep minutes of Board and Membership meetings; shall keep an inventory of all properties of the organization.
E. The Corresponding Secretary shall conduct all correspondence of the organization at the direction of the Board and the President; and shall maintain a current file of all correspondence sent and received by the organization.
F. The Parliamentarian shall serve as an advisor to the President in Parliamentary matters; and shall keep a current copy of the by-laws and standing rules of the organization.
G. The Historian shall maintain a collection of all papers of the organization including: membership rosters, newsletters, scrapbooks, minutes, correspondence, and treasurer’s papers from previous years; and shall provide a photographic record of organization events.
ARTICLE VI. – BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors shall be composed of elected officers, the Parliamentarian, the Historian, the immediate past president and the standing committee coordinators of the organization.
Section 2. Duties
The Board shall conduct the affairs of the organization between Membership meetings and shall be fully accountable to the membership. It may not, however, amend the bylaws or adopt the annual budget for the organization.
Section 3. Meetings
The Board shall meet at least eight (8) times each year. A quorum shall be seven of its members.
Section 4. Conflicts of Interest
Whenever a member of the board has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested members of the board determine that it is in the best interest of the organization to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
ARTICLE VII. – COMMITTEES
Section 1. Standing Committees Standing committees shall be as follows:
Activities Newsletter
Fund Raising Program
Hospitality Service Projects
Library Educational Events
Section 2. Standing Committee Coordinators
The Standing Committee Coordinators are voting members of the Board.
Section 3. Standing Committee Reports
The Standing Committees shall provide a report of the year’s activities to the Board at the end of the fiscal year.
ARTICLE VIII. – FINANCE
The Treasurer, in cooperation with a budget committee, shall formulate a budget for presentation, consideration and adoption at the first Membership meeting in the fiscal year. Such budget will be a guide to the Board: however, the Board may amend the budget within the same total budget amount.
ARTICLE IX. – PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order Newly Revised shall govern this organization in all cases to which they are applicable, and in which they are not in conflict with these bylaws, and the Articles of Incorporation of this organization.
ARTICLE X – AMENDMENTS TO THESE BYLAWS
After written presentation to the board, these bylaws may be amended at any meeting of the Membership at which a quorum is present, by two-thirds (2/3) vote of those present and voting, provided notice of such proposed amendment was given in the call to the meeting or the previous newsletter.
Standing Rules
Membership & Dues
1. Non-members will be charged $5.00 per meeting.
D. General Membership Meetings
2. Meetings shall be held for the membership on the third Wednesday of each month, except as agreed upon by the Board.
3. The guild will have Show and Tell at every meeting.
E. Officers
4. The NCQC Representative and the Bee Coordinator shall be appointed by the president and shall serve one year, or until a successor is appointed.
F. Board of Directors
5. The NCQC Representative, the Bee Coordinator and Chairpersons of subcommittees of Standing Committees and ad hoc committees are encouraged to come to all the board meetings, but do not vote. They may be expected to attend board meetings on specific occasions to report on their activities.
G. Finance
6. A committee of three (3) PQ members shall be formed annually for the purpose of auditing the account books.
7. Proceeds from the Treasure Table shall be put into the general treasury.
8. In the event of the death of a PQ member, $50.00 will be donated to the San Jose Museum of Quilts and Textiles.
9. Any unbudgeted recommendation presented to the Board of Directors requiring the outlay of more than $250.00 per project, event or charity shall be submitted to the general membership for approval.
10. PQ will buy at least one book each month to be raffled at the monthly general meeting. Proceeds will be used to update and maintain the PQ library.
11. Workshop fees will be no more than $40.00 per day per member until further notice. Any additional fee for instruction will be underwritten by the PQ guild.
12. 12. A guild member who hosts a visiting instructor or speaker, will be entitled to a free class day. It does not have to be a class given by the person they host.
13. The fees for any Peninsula Quilters Guild member asked to present a program shall be negotiated just as any other paid presenter.
14. The guild will reimburse the reasonable cost of a speaker/teacher’s meal.
