AAQG Bylaws

Ankeny Area Quilter’s Guild By-Laws

ARTICLE I

PURPOSE

The Guild shall be nonprofit with the purpose of stimulating an interest in quilts and quilt making, educating its members, providing for the interchange of information, and to exercise all power granted by Chapter 504, Code of Iowa, 2005. (Chapter 504A replaced by Chapter 504 in July 2005)

ARTICLE II

BOARD OF DIRECTORS

Section 1: A Board of Directors (Board) shall manage the Guild.  The Board shall consist of the President, President-Elect, Secretary, Treasurer, Treasurer-Elect, Program Chairperson, Program Chairperson-Elect, Director at Large, Director at Large-Elect, Communications Chairperson, Communications Chairperson-Elect, Quilt Show Chairperson, Quilt Show Chairperson-Elect, Retreat Chairperson, and Retreat Chairperson-Elect.  All Directors shall have the power to vote.

Section 2: The term of office for Secretary shall be one year.  A Director elected to the office of President-Elect shall serve as President-Elect for one year then the President-Elect will assume the office of President during the second year of the term.  A Director elected to the office of Quilt Show Chairperson-Elect shall serve as Quilt Show Chairperson during the second year of the term.  A Director elected to the office of Retreat Chairperson–Elect shall serve as Retreat Chairperson during the second year of the term.  A Director elected to the office of Director at Large–Elect shall serve as Director at Large during the second year of the term.  A Director elected to the office of Communications Chairperson-Elect shall serve as the Communications Chairperson during the second year of the term.  A Director elected to the office of Treasurer-Elect shall serve as Treasurer during the second year of the term.  No individual may hold the same elected position for more than two consecutive terms.  A member may serve in a maximum of two offices at one time if no other Guild members are willing to fill an open board position.  The term of office begins September 1 of each year and ends August 31 of the following year.

Section 3: A majority of the Board shall constitute a quorum for the transaction of business, and a simple majority of the quorum may decide any issue brought before the Board.

Section 4: Any two members of the Board may call a special meeting of the Board.

Section 5: Notice of any regular Board meeting, except any special meeting, shall be given to the members of the Board either orally or in writing at least three days prior to the meeting.

Section 6: Directors shall receive no compensation unless specifically granted by the members of the Guild.

Section 7: In the event of withdrawal of a board member, that position shall be filled for the unexpired term by appointment by the remaining members of the Board.  In the event that there is no candidate for an open position by the July election of Directors, that position shall likewise be filled by appointment of the remaining members of the Board.

ARTICLE III

BOARD OF DIRECTORS DUTIES

Section 1: The President shall preside over all meetings and appoint, with Board approval, committees necessary to the welfare of the Guild.

Section 2:  The President-Elect shall, in the absence of the President or at the President’s request, perform presidential duties.  In addition, the President-Elect shall oversee community service project(s) and be the Chair of the nominating committee for the new board.

Section 3:  The Secretary shall record and be custodian of the minutes of the Board and Guild meetings, keep membership records, prepare new member packets to be available at each Guild meeting, and provide outreach to new Guild members.

Section 4: The Treasurer shall collect and take charge of all dues and funds made available to the Guild.  Following the Board approval of the annual budget, each subsequent expense reimbursement must be reviewed and approved by the Treasurer and one other board member.  A completed expense reimbursement form maintained in the Treasurer’s records will evidence this.  The Treasurer shall keep a written account of all transactions involving the Guild in a book belonging to the Guild and will provide monthly financial communication to the Board.  The Treasurer and Treasurer-Elect will be present at the quilt show to assist with the collection of monies for deposit.

Section 5: The Treasurer-Elect shall assist the Treasurer with all of the Treasurer duties indicated in Section 4:above and also assist any other committees necessary to the financial welfare of the Guild.

Section 6:  The Director-at-Large shall assist the Board as necessary for the welfare of the Guild.  This Director shall serve as Hospitality Chairperson, develop, and organize an annual event.

Section 7: The duties of the Director-at-Large-Elect shall be to assist the Director-at-Large, and in the absence of or at the request of, perform the duties of the Director-at-Large.

Section 8:  The Program Chairperson shall host programs for monthly Guild meetings, coordinate, and promote Guild programs and workshops in the local media.  The Program Chairperson shall assist in the development of programs for the following year.

Section 9:    The duties of the Program Chairperson-Elect shall be to assist the Program Chairperson and in the absence of or at the request of, perform the duties of the Program Chairperson. The Program Chairperson-Elect shall act as Chair of the Program Committee to select and arrange programs for monthly Guild meetings for the following fiscal year.

Section 10:  The Communications Chairperson shall disseminate relevant and current information regarding Guild activities to the membership through whichever methods are deemed appropriate and reasonable as determined by the Board.  The Communication Chair is responsible for the maintenance of the Guild website.

Section 11:   The duties of the Communication Chairperson-Elect shall be to assist the Communication Chairperson, and in the absence of or at the request of, perform the duties of the Communication Chairperson.

Section 12: The Quilt Show Chairperson shall plan and coordinate all activities pertaining to the Guild’s Quilt Show

Section 13:  The duties of the Quilt Show Chairperson-Elect shall be to assist the Quilt Show Chairperson, and in the absence of or at the request of, perform the duties of the Quilt Show Chairperson.

Section 14:  The duties of the Retreat Chairperson shall be to plan and coordinate all activities pertaining to the Guild’s Annual Retreat.

Section 15:  The duties of the Retreat Chairperson-Elect shall be to assist the Retreat Chairperson, and in the absence of or at the request of, perform the duties of the Retreat Chairperson.

Section 16: All Board members have a responsibility to share communication regarding their position with other members of the board and Guild membership as needed.

ARTICLE IV

MEETINGS AND ELECTIONS

Section 1:  Meetings of the Guild membership (membership) shall be held as provided by resolution of the Board.

Section 2:  The Board shall appoint a Nominating Committee of three members; at least one member shall be the President-Elect.  It shall be the duty of the Nominating Committee to present a slate of nominees to the membership at the June meeting.  The nominations by this committee shall not prohibit Guild members from making additional nominations.  The members shall be notified at least seven (7) days prior to the June meeting of the date, time and place of the meeting as well as the names of the nominees as presented by the nominating committee.

Section 3:  Directors shall be elected at the July meeting of the members for a term as defined in Article II.  Each year, a President-Elect, Director-at-Large-Elect, Secretary, Treasurer-Elect, Program Chairperson-Elect, Quilt Show Chairperson-Elect, Retreat Chairperson-Elect, and Communications Chairperson-Elect shall be elected.

Section 4:  Any Director can be removed for cause by an affirmative vote of the majority of the entire Board.  After four absences from Board and/or Guild meetings, the President shall contact the Director to ascertain if they wish to continue their position.     Section 5: At any meeting of the members, the presence in person of thirty percent of the membership shall constitute a quorum, and a majority of the quorum may determine the election of Board members.

Section 6:  The Board, upon written request of ten members, may call special meetings of the membership.  Notice of a special meeting shall state the meeting’s purpose and be given to the membership fourteen (14) days prior to the meeting by ordinary mail or e-mail.

Section 7:  The members may meet at any other times, upon such notice as the President may prescribe, for the purposes of furthering the activities of the Guild.  No minutes need to be kept at these meetings unless some action is taken which is binding on the Guild.

ARTICLE V

MEMBERSHIP

Section 1:  Membership shall be open to any person twelve years of age or older.  An adult must accompany those under the age of 18.

Section 2:  The annual membership dues shall be payable commencing September 1 of each year in the amount to be determined by the Board.  Any member who has failed to pay dues by October 15 will be dropped from the membership list.

Section 3: The membership directory is solely for the use of the membership and shall not be distributed or sold to non-members.

ARTICLE VI

GENERAL

Section 1:  Each member shall have one vote.  There shall be no proxy voting.

Section 2:  A copy of By-laws and the Information and Standing Rules of the Ankeny Area Quilters’ Guild shall be made available to the membership.  The By-laws and the Information and Standing Rules may be reviewed and revised by the Board as necessary.  The Board may review and make recommendations for revision of the By-laws as follows:     Proposals in writing by the Board.  Recommendations by a committee on By-Law amendment(s).

Section 3:  After recommended revisions are approved by a majority of the Board, the proposed amendment(s) shall be made available to the membership at least four weeks prior to to the vote.   The By-Laws may be approved at any meeting by a simple majority of the members present.

Section 4: The Guild adopts Robert’s Rules of Order as its authority on Parliamentary Law.

Section 5: The Guild shall have a fiscal year of September 1 – August 31. The Board shall prepare an annual budget for the purposes of planning expenditures for programs, the annual quilt show, other Guild activities and events, rent, overhead expenses, fees and any other fiscal obligations of the Guild.  The budget will be prepared at the September board meeting of the newly elected board with a summary of the last years’ expenses as a guideline.  All Directors of the Board are required to attend the September meeting of the board in order to participate in the preparation of the budget.  In the rare instance that a Director’s attendance is not possible, prior to the meeting, the absent Director must inform another Director of all relevant facts and assumptions necessary to prepare the budget.

Section 6:  The Treasurer shall prepare, on a monthly basis, a statement of revenues and expenses and present such to the Board for review.  The final report of actual revenues and expenses for the preceding fiscal year is due to the Board no later than the September meeting following the close of the fiscal year.  The budget and the monthly statement of revenues and expenses shall be available to the Guild membership.  The President shall appoint an individual or an Auditing Committee to audit the Guild’s books as maintained by the Treasurer.  Such audit will occur within one quarter of the close of the fiscal year, and the individual or Auditing Committee shall report its findings to the Board.

ARTICLE VII

DISPOSITION OF PROPERTY

Section 1: The Board shall pay or make provision for the payment of all liabilities of the Ankeny Area Quilters’ Guild in the event of dissolution of the corporation by the Board and by vote of the membership.

Section 2: In the event of dissolution, the Board shall dispose of any fixed assets of the organization, after payment of all liabilities, exclusively to charitable, educational, religious, or scientific organizations provided they qualify as an exempt organization under Section 504 of the Iowa Code.

ARTICLE VIII

VOTING

Section 1:  For all Guild activities in which voting takes place, ballots counted, and prizes awarded, a Voting Board will be formed to count all ballots and report the findings. The Voting Board will consist of one Board member and two members at large.  Activities governed include, but are not limited to, the Quilt Show the yearly Guild challenge, and the President’s Challenge.

INFORMATION AND STANDING RULES OF THE ANKENY AREA QUILTERS’ GUILD

The information and standing rules are to advise members of the details and rules governing various activities and functions of the Guild.  The rules will be reviewed at least annually and any changes brought before the membership for approval.

Meeting Place:  Holy Trinity Lutheran Church, 517 SW Des Moines St, Ankeny, IA 50023

Meeting Content: The President or President-Elect calls the meeting to order and shares any pertinent business with the membership.  Reports from the committee chairs may also be provided when necessary. Guests and new members will be acknowledged.   The Program Chairperson introduces the planned program and guest(s).  Show and Tell will follow the business meeting.  Refreshments and social time conclude the meeting.

Membership Dues: Annual dues are determined annually by the Board and cover the fiscal year (September through August) and are non-refundable.

Guest Fees:  The Guild will collect a non-member’s fee as set by the Board. This Fee will be applied toward annual dues if the non-member decides to join the Guild during the same meeting as the non-member’s fee was paid.

By-laws:  A copy of the Guild By-laws will be made available to each new member in either electronic or paper format.  The By-Laws provide a comprehensive view of the organization and operation of the Guild.

Board Meetings:  Board meetings are held monthly and all Guild members are welcome to attend for a period of public comment.  Any concerns must be in writing and presented to one of the Directors at least one week prior to the scheduled Board meeting to ensure inclusion in the meeting agenda.  The Board has the authority to close a portion of the meeting for voting purposes.

Communication:   Relevant and current information will be made available to the membership on a regular basis to keep members informed of upcoming meetings and to communicate any interesting information relating to the Guild.  Any member who wishes to share information with the Guild can do so by contacting the Communication Chairperson or Communication Chairperson-Elect at least one week prior to a Guild meeting.

Members are encouraged to design and/or quilt a nametag for themselves after joining the Guild.  There is no specific pattern and members are encouraged to be creative.  Only members wearing a nametag are eligible to win the monthly door prizes.

Show and Tell: After the program concludes, the Guild members host a “Show and Tell” session of completed projects.

Door Prizes:  Door prizes will be awarded at monthly meetings, as designated by the Director at large, from the list of members who sign in on the attendance form.  Names will be drawn from the list; members must be present at the time of the drawing and wearing a nametag in order to win.  If a member’s name is drawn but a nametag is not worn, the member is not eligible for a prize, however; they will be eligible to win at a subsequent meeting.  Once a member has won, he/she will not be eligible to win again until the following fiscal year.

Refreshments:  A sign-up sheet is circulated monthly for volunteers to provide treats and refreshments at each Guild meeting.  If you have missed the sign-up period, but would like to provide treats at a future meeting, contact one of the Directors-at-Large.  The Guild will provide the paper/plastic products for serving refreshments.

Quilt Show:  The Guild sponsors an annual Quilt Show.  Guild members are encouraged to enter their quilt projects.  The Quilt Show Chairperson along with the Board will outline the details and communicate such to the membership throughout the year.  If you have any questions regarding the show contact a Quilt Show committee member.  A successful quilt show requires many volunteers to organize the show, serve on the various committees, hang quilts, sell and take tickets and serve food (to name a few).  In conjunction with the quilt show, we hold our major fundraisers of the year: the Quilt Raffle and Country Store.

Challenge Project:  Each annual challenge has its own rules.  The challenge may include a “theme”, a specified block that has to be worked into the quilt, additional fabrics to be added, or various other restrictions that create the challenge.  The participant typically determines the pattern and design.  One month is chosen as “Challenge Completion Month” and members show the finished project.  Completed challenge projects may be displayed together at the annual quilt show.

Memorials and Well Wishes:  The Guild values each member and will send greeting cards or letters to those who are grieving or ill.   The announcement at the meeting will let members know who could use kind thoughts.  Remembrances from the Guild are restricted to members only.  Contact the President if you are aware of a member who is ill or grieving.

Structured Gift-Giving to Outgoing President:  At the end of the President’s term, as a show of appreciation, the guild is invited to participate in a project to be decided on by the Board that would appeal to a specific interest of that president; i.e. collecting fat quarters, making blocks for a quilt, etc.

Rules for Workshops 1: Workshops fees will be determined based on each individual contract with the instructor. 2. Pre-registration for workshops is required as well as pre-payment.  Workshops will be filled first come, first paid. 3. Supply lists will be provided upon receipt of payment for the class. 4.  If the workshop is not full one month before the class, the workshop will be advertised and will be open to non-members.    5. If a workshop is canceled for any reason, all fees will be refunded. 6. If an individual wishes to cancel, he/she must notify the Program Chairperson and a refund is subject to rule #7 below.  If the class has a waiting list, the Program Chair will fill the spot in waiting list order.  Individuals may not “sell” their place.  In this case, interested parties can contact the Program Chair. 7. There will be no refunds on cancellations TEN days prior to the workshop. 8. Paid workshop instructors may sell any products, tools books, etc. that pertain to their workshop.

Iowa State Fair:  The Ankeny Area Quilters’ Guild may sponsor monetary awards at the Iowa State Fair in the quilting categories at the board’s discretion.

By-laws as amended and adopted by the Board June 2016, supersedes any previously adopted by-laws