Baltimore Heritage Quilters’ Guild By-laws
Revised 2010
Article I – Name and Purpose
Section 1. The Name of this organization shall be the Baltimore Heritage Quilters’ Guild (“the Guild”), a non-profit corporation organized under the laws of the State of Maryland and Section 501(c) (3) of the Internal Revenue Service Code of the United States Code (1976 as amended).
Section 2. Membership in this organization shall be open to any interested individual over the age of 18 years (as Active Members) and between the ages of 12 and 18 years (as Junior Members) regardless of sex, race, color, ancestry, religious creed, national origin, or marital status.
Section 3. The purpose of the Guild is to preserve and promote the art and craft of quilts and quilt making to the general public through education; and to provide fellowship among interested persons in the greater Baltimore area in all aspects of quilting.
a. The Guild is a non-profit corporation. All officers and executive board members are volunteers and no profit shall accrue to them as a result of their conduct in executing their duties as officers and executive board members of the Guild. Reimbursement for expenditures made shall not be deemed distribution of income or principal of the Guild for the purposes of relevant laws.
b. In the event of dissolution of the Guild, whether voluntary or involuntary, or by operation of law, the property and any other assets or proceeds of the Guild shall be distributed to any non-profit, organized under the laws the State of Maryland and the IRS Code as such, chosen by the membership of the Guild. None of the Guild assets, property or proceeds shall be distributed to any member of the Guild in the event of the Guild’s dissolution.
Article II — Officers
Section 1. The Executive Board shall consist of the elected officers of the Guild as set forth below as well asthe Chairs of all Standing Committees. The Executive Board shall manage all affairs of the Guild and present for approval to the Guild’s membership all matters so required as set forth below.
a. The elected officers of this organization shall be the President, Vice President, Secretary and Treasurer. Officers shall be elected at the May meeting and installed at the June meeting for a term of one year. No person shall serve in the same elected office for more than two (2) consecutive terms. The Past President shall serve in an advisory capacity as a non-voting member of the Executive Board.
b. The Standing Committees of the Guild shall include but not be limited to Nominating, Membership, Programs, Special Projects, Librarian, Historian, Newsletter, Website(s), Charity, Show, and Raffle Quilt.
c. The Special Committees shall include Ask Me/Welcome, Sunshine, Refreshments, Community Outreach, as well as any such committees the President, in consultation with the Executive Board, deems advisable.
Section 2. Duties of Officers
a. The President shall:
1. Preside at all meetings of the organization and meetings of the Executive Board;
2. Be the chief administrative officer of the organization;
3. In consultation with the Executive Board, appoint all necessary committee chairs and serve as ex-officio member on all committees, standing and special;
4. Be authorized to sign and co-sign checks of the organization;
5. Be authorized to enter into legal agreements and sign official documents on behalf of the Guild, or designate an appropriate guild representative to do so;
6. Serve as the spokesperson of the Guild and perform such other duties as are incidental to the office.
b. The Vice President shall:
1. Perform the duties of the President in her/his absence;
2. Develop, in consultation with the Treasurer, the annual budget of the Guild.
c. The Secretary shall:
1. Record and maintain the minutes of all Executive Board meetings;
2. Handle all official correspondence of the Guild;
3. Maintain a record of the ratification of annual membership votes for officers.
d. The Treasurer shall:
1. Renew and maintain the Guild’s financial records and serve as custodian of the Guild’s funds;
2. Present a financial report at each meeting of the executive board and membership;
3. Be authorized to sign checks on behalf of the Guild.
4. Maintain the Guild’s non-profit certification card by filing necessary forms with the State Department of Assessment and Taxation (SDAT), and paying tax as required.
5. Remit to the appropriate government authority sales taxes when necessary on behalf of the Guild.
6. Prepare an annual statement of all Guild financial accounts and activity at the end of each fiscal year (July 1 – June 30) for review by an independent Certified Public Accountant.
7. Prepare, in cooperation with the Vice President, an annual budget for the Guild.
8. Shall be custodian of all new contracts, providing copies to the Secretay for her records as well.
9. Maintain the PayPal account in conjunction with the Web Mistress.
Section 3. Removal of Officers.
a. Elected Officers may be impeached for any of the following acts:
1. Misuse of Guild funds;
2. Misuse of the Guild’s non-profit status;
3. Use of the Guild’s membership information without permission;
4. Self-dealing;
5. Misrepresenting the Guild in the quilting community.
b. Standing Committee and Special Committee members may be removed by the Executive Board at their discretion by a vote of the majority of the Executive Board.
Section 4. Replacement of Officers. In the event that an office is vacant, the replacement process shall depend on the office vacated.
a. The President shall be replaced by the Vice President.
b. For any other vacancies in elected position, the remainder of the officer’s term shall be filled by appointment, following a majority vote by the Executive Board.
Article III. Committees of the Board
Section 1. Standing Committees of the Board are Nominating, Membership, Programs, Special Projects,Librarian, Historian, Newsletter, Website(s), Charity, Show, and Raffle Quilt. The current specific duties of each will be available on the website.
Section 2. Special Committees: Ask Me/Welcome, Sunshine, Refreshments, Community Outreach
Article IV— Membership and Dues
Section 1. Membership Levels
a. Membership in this organization has two levels:
1. Junior Member: Any person interested in quilts and quilting between the ages of 12 and 18,who is sponsored by a guild member. These junior members may attend meetings but may not vote and may not attend retreats. They may enter their quilts in the Guild’s bi-annual quilt shows. They may not serve as Officers of the Guild. These members must pay annual dues in at a reduced rate in an amount determined by the Executive Board.
2. Active Members: Any person interested in quilts and quilting who is 18 years old or older. These members may vote, attend retreats, sponsor junior members, and enter their quilts in the Guild’s shows and may serve as Officers of the Guild. These members must pay annual dues in the amount determined by the Board. Those who sponsor junior members will be responsible for mentoring their sponsored junior quilter and monitoring that member’s guild activities.
b. The annual dues shall be determined by the Board, due and payable at the September meeting each year.
c. All non-members who attend meetings of the Guild may be charged a visitor fee established by the Executive Board.
Section 2. Removal.
a. Membership may be revoked for cause, including, but not limited to misappropriation of Guild funds or property, disruptive behavior at Guild meetings or retreats, or representing the Guild in a negative manner.
b. Revocation of membership requires a majority vote of the Executive Board. Written notification will be sent to the member as soon as possible after the relevant Executive Board meeting takes place and will be effective upon receipt by the member affected.
c. Dues paid by the affected member shall be forfeited to the Guild.
d. The removed member may not attend Guild meetings or retreats, nor may she/he participate in any Guild-sponsored activities. The Membership Committee will maintain a “Do Not Permit” list identifying such removed members.
Article V — Meetings
Section 1. The Guild will meet the second Tuesday of every month beginning in September and ending in June at a place to be decided by the Executive Board and published in the newsletter and on the Guild’s website.
Section 2. The Executive Board will meet on the first Tuesday of every month beginning in September and ending in June at a place to be decided by the Executive Board and published in the newsletter and on the Guild’s website.
Section 3. Quorum
a. General meetings can take place with any number of members present, however, official business requiring a vote, such as annual election of officers, shall require a quorum of 40 members, with decisions made by vote of a simple majority of those present.
b. Executive Board meetings require votes for issues of official business and, therefore, a quorum of three (3) of the elected officers (or their proxies for previously discussed items of business) must be present.
Article VI — Amendment and Dissemination of By-Laws
Section 1. These by-laws may be amended at any regular meeting of the Guild by a 2/3 vote of the active membership present, provided the amendment has been submitted in writing at least two (2) weeks prior to the meeting at which the vote takes place.
Section 2. By-laws currently in effect will be published on the BHQG website and will be provided to members following a member’s request to an elected officer of the Guild.