Article 1: Name, Affiliation, Purpose, Mission, and Modern Quilting Defined
Section 1: Name
The name of this guild is The Boise Modern Quilt Guild Incorporated, also referred to as “Boise MQG” and “the Guild”.
Section 2: Affiliation
Boise MQG is an affiliate member of the Modern Quilt Guild Inc. Through a group exemption with the Modern Quilt Guild Inc., the Boise MQG is a 501(c)(3) tax-exempt organization.
Section 3: Purpose
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 4: Mission
The mission of the Boise MQG is 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 from all backgrounds to explore modern quilting
- 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.
Section 5: Modern Quilting Defined
Modern quilts are primarily functional and inspired by modern design. Modern quilters work in different styles and define modern quilting in different ways, but several characteristics often appear which may help identify a modern quilt. These include, but are not limited to: the use of bold colors and prints, high contrast and graphic areas of solid color, improvisational piecing, minimalism, expansive negative space, and alternate grid work. “Modern traditionalism” or the updating of classic quilt designs is also often seen in modern quilting.
Article 2: Membership
Section 1: General Membership
Membership is granted to anyone residing in Idaho ages 18 years or older upon completion of membership application and payment of dues. Members must adhere to these bylaws to remain in good standing and maintain membership. Paid members in good standing receive a single vote in Guild matters and may participate in Guild activities.
Section 2: Junior Membership
Members who are 13 – 17 years old are considered Junior Members and must have an individual sponsor (a current member of the Boise MQG) present with them at Guild events. Junior Members have the same privileges of other members, except they may not hold an elected office.
Junior members pay reduced membership dues, an amount determined by the Board. Junior membership forms must be co-signed by a parent or legal guardian.
Section 3: Membership Period and dues
The membership year is January through December. The annual membership dues amount is set by the Board. If a member withdraws from the Guild, dues will not be prorated or refunded. Dues must be received by the last day of the prior year to remain in good standing.
Section 4: Revoking of Membership
Membership may be revoked in cases of actions that threaten the non-profit status of the Guild, or as determined by the Board.
Section 5: Guests
Guests may attend up to two activities in a membership year at no cost, but are expected to become members and pay dues upon attending a third Guild activity.
Article 3: Elected Officers
Section 1: Officers
Elected officers serve as board members and consist of President, Vice President, Secretary, and Treasurer.
Section 2: Term
Elected officers serve a one year term from January 1 to December 31, and until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation, retirement, disqualification or removal from office. Any officer may be re-elected to serve consecutive terms of office.
Section 3: Qualifications
To be qualified as an elected officer, a candidate must be a member in good standing who has been active in the Guild for at least one year (with exception for the founding officers). Junior members are not qualified to be elected officers.
Section 4: Nomination and Election
A board member will nominate candidates for successor officers. At any meeting at which the election of an officer occurs, any member in good standing may nominate a person with the second of any other member. In addition to nominations made at meetings, a nominating committee may consider nominees.
Officers are elected by a majority vote of members present at the annual membership meeting. Voting can be done by either paper ballot or digitally. After voting, the ballots must be tallied (or the vote must be officiated and verified) by two members in good standing who are not in consideration for an officer position. Virtual voting results may be automatically tallied by either the online platform used at the meeting or via an online survey platform and shared with members. Screenshots or saving the results of the poll digitally is acceptable.
Article 4: Board Members
Section 1: Board Members
Board members shall include the elected officers and additional members appointed by the elected officers. The appointed members of the board support the officers by serving as committee chair people or providing advice as requested.
Section 2: Term
Appointed board members serve a one year term from February 1 to January 31. Board members may be re-appointed to serve consecutive terms.
Section 3: Powers and Duties
Board members are responsible for managing the business and affairs of the Guild.
Board members perform their duties in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Guild. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the performance of any duty imposed or power conferred on board members, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Guild or another person that were prepared or presented by a variety of persons, including board members and employees of the Guild, professional advisors, or experts such as accountants or attorneys. A board member is not relying in good faith if he/she has knowledge concerning a matter in question that renders reliance unwarranted.
Position descriptions of board members are available upon request.
Section 4: Meetings
The Board will hold at least one meeting per year. The meeting schedule and location are to be agreed upon by the board members. At least five (5) days written notice must be given to all board members of any regular or special board meeting. Board members are allowed to electronically attend meetings.
Board members must attend 80% of the board meetings and be a member in good standing for the entire term. Board members may invite others as guests to these meetings. Board meetings are open to all Guild members.
A board member may submit a request to the President that he/she wishes to have an item considered for placement on the agenda. The President shall ensure that all items requested by board members will be placed on an agenda at the next board meeting or, if this is not possible, within two regular meetings.
Special board meetings may be called by or at the request of the President or any two board members. The person or persons calling a special meeting is to notify the Secretary of the information required to be included in the notice of the meeting. The Secretary will give notice to the board members.
While the board will operate informally, formal action will be taken in accordance with the procedures in Robert’s Rules of Order unless specifically excluded by these bylaws.
A majority of the number of board members then in office will constitute a quorum for the transaction of business at any board meeting. If the quorum is not met, the meeting may be immediately adjourned and rescheduled.
A majority of board members present at a meeting where the quorum is met will constitute an affirmative vote. In case of a tie in voting on any manner, the President has a tie-breaking vote. Proxy voting is not permitted.
All discussion shall be directed solely to the business under deliberation and the President has the responsibility to keep the discussion to the motion at hand and shall halt discussion that does not apply to the business before the Board.
Section 5: Resignation
Any board member may resign at any time by delivering written notice to the Secretary or President. Such resignation is effective upon receipt or, if later, at the time specified in the notice.
Section 6: Removal
Any board member can be removed, either for or without cause, by the affirmative vote of a majority of the board members present at any board meeting at which a quorum is present, if notice of the intention to act upon such matter had been given in the meeting notice and if such notice is provided to the board member proposed to be removed. A quorum is met when 50% of the board members are present.
Section 7: Filling of Vacancies
Any board member vacancy (with the exception of President) resulting from death, resignation, retirement, disqualification or removal is to be filled by the affirmative vote of the board members present at any board meeting at which a quorum is present. Any person appointed to fill a vacancy is to hold office for the remainder of the vacated term until a successor is elected, or until such board member’s death, resignation, retirement, disqualification or removal from office.
A President vacancy is filled by the Vice President until elections are held.
Section 8: Transfer of Responsibilities
Upon leaving their post, the outgoing board member must submit all information, books, and data to the newly-appointed or elected member.
Article 5: Activities
Section 1: Regular Membership Meeting
Regular membership meetings are free to Guild members. The timing and location of the meeting are determined by the board. The agenda for regular meetings is determined by the Board.
Section 2: Annual Membership Meeting
The annual membership meeting is held every November. The Guild will hold at least one meeting a year for the membership, as determined by the Board. At such meetings, each member in good standing receives one vote in appropriate matters. The purpose of this meeting is to hold officer elections, vote to amend bylaws as necessary, renew membership, pay annual dues, review the previous year’s activity, and discuss plans for the upcoming year.
Section 3: Special Events and Meetings
Special events and meetings may be held, as determined by the Board. Fees may be charged, as additional funds are needed to supplement projects or speakers.
Article 6: Committees
Section 1: Structure
The Board may establish one or more committees, may dissolve committees, and may appoint or remove members of a committee. A committee shall include two or more board members and may include people who are not board members. New committees may be suggested by any member in good standing.
The Board may delegate specified authority to a committee. If the Board delegates any of its authority to a committee, the majority of the committee shall consist of board members.
Section 2: Purpose
Committees are established by the Board for the purpose of executing Guild program activities.
A listing of Committees is available upon request.
Section 3: Member participation
Members in good standing may join one or multiple committees, so long as they maintain their membership in the Guild and can fulfill all required tasks.
Section 4: Committee Chairperson
The committee chairperson ensures committee tasks are completed, submits financial information to the Treasurer in a timely manner, provides the President monthly reports of committee activities, and notifies the Board of any concerns or issues.
Appointed committee chairs serve a one year term from February 1 to January 31. Committee chairs may be re-appointed to serve consecutive terms.
Any committee chairperson may resign at any time by delivering written notice to the Secretary or President. Such resignation is effective upon receipt or, if later, at the time specified in the notice.
Any committee chairperson can be removed, either for or without cause, by the affirmative vote of a majority of the board members present at any board meeting at which a quorum is present.
Any committee chairperson vacancy resulting from death, resignation, retirement, disqualification or removal is to be filled by the affirmative vote of the board members present at any board meeting at which a quorum is present. Any person appointed to fill a vacancy is to hold office for the remainder of the vacated term until a successor is appointed.
Upon leaving their post, the outgoing committee chair must submit all information, books, and data to the newly-appointed member.
Article 7: Operations
Section 1: Financial Management
The fiscal year is January through December. All Guild funds are to be deposited in the Guild bank account. The Treasurer oversees the bank account and performs cash handling on behalf of the Guild.
A Treasurer report is given at each board meeting. The Board is to approve a budget each year. A yearly audit of the Guild’s finances will be completed by the Board, organized by the Treasurer and conducted by the President and one other board member. Upon completion, a copy of the audit findings will be made available to the membership.
Section 2: Contracts
The Board may authorize any officer or officers, or agent or agents, of the Guild to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild, and such authority may be general or confined to specific instances.
Section 3: Records
The Guild will keep correct and complete records of account and will also keep minutes of the proceedings of the board meetings. The Guild will have available at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Guild.
Section 4: Conflict of Interest
The Guild shall adopt a Conflict of Interest Policy.
Section 5: Confidentiality
The Guild shall adopt a Confidentiality Policy.
Section 6: Restrictions on Activities
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.
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 7: No Private Inurement
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 Article1 Section3 of these bylaws.
Section 8: Insurance
The Guild may provide indemnification insurance for its board members. The board members shall select the amount and limits of such insurance policy.
Section 9: Indemnification
To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he/she is or was a board member or officer of the Guild shall be indemnified by the Guild against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by him/her (or by the heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
Notwithstanding the above, the Guild will indemnify a person only if he/she acted in good faith and reasonably believed that his/her conduct was in the Guild’s best interests. In the case of a criminal proceeding, the person may be indemnified only if he/she had no reasonable cause to believe conduct was unlawful.
Section 10: Invalid Provisions
If any part of these bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.
Article 8: Amendment
Any member may propose an amendment at any time by submitting to the Board. The Board compiles proposed amendments and notifies Guild members of all proposed amendments prior to the annual membership meeting.
Amendment to these bylaws shall be made by majority vote of Guild members present at the annual membership meeting.
Article 9: Dissolution
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 10: Certification
The undersigned, being the duly elected and qualified Secretary of the Guild, hereby certifies that the foregoing initial bylaws of the Guild were duly adopted by the Board of the Guild effective August 2013.