BY-LAWS of

 Ladies of the Lake Quilt Guild

May 6, 2006

A California Nonprofit Public Benefit Corporation

ARTICLE I: NAME

The name of this corporation shall be the LADIES OF THE LAKE QUILT GUILD, hereafter, the GUILD.

 ARTICLE II: PURPOSE

Section 1: The purpose of this GUILD shall be:  A. To contribute to the knowledge of Quilting. B. To promote the appreciation of fine quilts. C. To encourage quilt making and collecting, and D. To contribute to the growth and knowledge of quilt techniques, textiles, patterns, history, and quilt making through education, meetings, and fellowship.

Section 2: This GUILD is not organized for personal profit.  All activities of the GUILD shall be conducted in such a manner so that no part of the net income benefits any individual member except that a member may be hired as a principal lecturer /teacher by the Executive Board.

Section 3: No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing of distribution of statements) on behalf of any candidate for public office.

Section 4: This Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c)(3), Internal Revenue Code. (As stated in Articles of Incorporation)

    ARTICLE III: MEMBERSHIP

Section 1: Membership in the GUILD is open to anyone who is interested in quilts, and quilting, and subscribes to the purpose of the GUILD.  Membership becomes valid upon payment of dues and completion of the membership form. 

Section 2: THE ANNUAL DUES SHALL BE AS FOLLOWS:

1) $20.00 for Charter Members (Members who joined and paid on or before May 18, 2001 and continue  to pay membership when due). Those members whose dues are not paid by the next June General meeting will be dropped from the Charter Member list.)

2) $30.00 for Adult Members

3) $10.00 for Junior Members

4) $40.00 for Affiliate Membership

All annual dues to the GUILD shall be set by vote of the membership following recommendation of the Executive Board.  All dues paid to the GUILD become property of the GUILD, and shall be used exclusively for activities directly related to and in support of the purposes of the GUILD as defined in Article II.

Section 3: Dues are payable on or before the June general meeting date. Those members whose dues are not paid this date will be automatically dropped from membership in the GUILD.

Section 4:  Members shall receive a membership list with the understanding that the list will not be used for commercial or solicitation purposes except by Affiliate Members.  Members who wish to be excluded from use should indicate this on the membership form.

Section 5: Junior members, 17 years old and under, shall be sponsored and supervised at all guild events.  Junior members shall have all the privileges of adult members.

Section 6: Affiliate members are places of business or community organizations (not individuals), wishing to support the GUILD. Upon joining, the Affiliate member shall receive a membership list and thereafter shall be named in future newsletters. They shall not have voting privileges, hold office, or constitute any portion of a quorum.

Section 7: Dues will be prorated to $15.00 for anyone joining between November 1 and May 31. (Junior-$5.00 Affiliates- $20.00.)

ARTICLE IV: MEETINGS

Section 1: The GUILD shall hold a minimum of ten general meetings a year, at a time and place designated by the Executive Board. Such meetings will be announced by telephone, email, or mail, in advance.

Section 2: The general meeting held in May shall be known as the "Annual Meeting" and shall be for the purpose of electing officers and for any other business that may arise.

Section 3: Fifty-One percent (51%) of the membership of the GUILD shall constitute a quorum.  There shall be no proxy votes.

Section 4: The President may call special meetings of the general membership upon request by three members of the Executive Board or by ten members of the GUILD.  The purpose of the meeting shall be stated in the call. Special meetings shall be announced by email, telephone, or by mail at least 24 hours in advance of meeting.

Section 5: Workshops, excursions and special events for which the Executive Board may set an admission charge shall not be considered as a general GUILD meeting.

Section 6: Guests may remain "guests" for no more than two meetings. At the third meeting they must become a member.

ARTICLE V: ORDER OF BUSINESS AND DISCIPLINARY ACTION

Section 1: The current edition of Robert's Rules of Order, Newly Revised, shall govern the GUILD in all cases not covered by these By-Laws.

Section 2: The GUILD requires that all officers, chairpersons and members refrain from conduct injurious to the GUILD or its purpose.

Section 3: In order to protect the GUILD and the pursuit of its purpose, it may become necessary to take disciplinary action against an officer, chairperson, or member.

Section 4: Should attempts to resolve the matter informally fail, the elected members of the

Executive Board and the Parliamentarian shall conduct a confidential investigation and an informal hearing in Executive Session, according to procedures as defined in the current edition of Robert's Rules of Order, Newly Revised.

ARTICLE VI: NOMINATING AND ELECTIONS

 Section 1: In January, at the General Meeting, the President shall appoint a special committee for the purpose of nominating officers for the next fiscal year.  The committee shall consist of five members:  two Board members and three members from the general membership.

Section 2: The Nominating Committee shall submit a slate of nominees for elected offices to the Executive Board at its March meeting. The nominating committee will request nominations for elected officers, with the consent of the nominee, from the floor at the April General meeting. The slate shall be submitted to the general membership by mail prior to the May annual meeting.

 Section 3: Election of officers shall be held at the May annual meeting.  Election shall be by voice vote for all uncontested offices.  In the event of a contested office, the vote shall be by secret ballot conducted by the Nominating Committee.

 Section 4: The Nominating Committee shall remain in existence until all elected officer positions have been filled.

ARTICLE VII: OFFICERS

Section 1: The officers of the GUILD shall be the President, Vice President, Secretary, and Treasurer. These officers shall perform the duties prescribed by these By-Laws and the parliamentary authority adopted by the GUILD.

Section 2: Officers shall be elected at the May annual meeting and their term of office shall be for one year beginning June 1st.

Section 3: If the Executive Board determines that any elected officer is not fulfilling the duties of the office, the Board shall propose removal of that officer. Removal must be approved by a majority vote of the membership at a general meeting.

Section 4: In the event of a vacancy in any office, with the exception of President, the Executive

Board shall fill the office by appointment.

Section 5: A member may be elected to serve in the same office for no more than two consecutive terms of office.

 Section 6: All officers are to maintain and update yearly a procedural notebook to be passed on to their successors.

ARTICLE VIII: OFFICERS' DUTIES

Section 1: The PRESIDENT shall be the Chief Elected Officer and spokesperson of the GUILD and shall preside at all general, annual, and Executive Board meetings.  The president shall be responsible for the maintenance of original documents, including, but not limited to, the Articles of

Incorporation, any insurance policies, non-profit documents, etc.  An Honorary Lifetime

Membership shall be extended to all past presidents of the GUILD. 

Section 2: The VICE PRESIDENT shall, in the absence, resignation, or removal of the President, serve as, and perform the duties of the President, shall be responsible for securing Programs and Workshops.

Section 3: The SECRETARY shall be responsible for the records and correspondence of the

GUILD and shall keep minutes of the general, annual, and Executive Board meetings and make them available for inspection by the membership by submitting  a copy of the minutes to the Newsletter Editor to be printed in following month’s newsletter.

Section 4: The TREASURER shall be the Chief Financial Officer of the GUILD. The Treasurer shall be responsible for the care and custody of the funds of the GUILD.  The Treasurer shall maintain the accounting records in a timely manner according to appropriate accounting standards and the By-Law Finances.  The Treasurer shall be responsible for the preparation of internal financial records for yearly internal audit.

Section 5: In addition to the duties described in this Section, all officers shall perform other duties applicable to the office as prescribed by the parliamentary authority adopted by the GUILD.

ARTICLE IX: THE EXECUTIVE BOARD

Section 1: The Executive Board shall consist of the four elected Officers and three committee chairmen.

Section 2: The three committee chairmen shall be chosen by the incoming elected board.

Section 2: Four members of the Executive Board shall constitute a quorum, two of which must be elected officers.

Section 3: The Executive Board shall meet monthly to conduct its business meetings and plan and supervise the activities of the GUILD.

Section 4: The Executive Board shall be responsible for conducting the affairs of the GUILD according to the Articles of Incorporation, the By-Laws and GUILD policies.

Section 5: The Executive Board shall be responsive to the wishes of the general membership.

Members are encouraged and welcome to attend all Executive Board meetings.

Section 6: The President may call special meetings of the Executive Board, upon written request of two members of the Executive Board or by written request by any ten members of the GUILD.

ARTICLE X: FINANCES

Section 1: The Fiscal Year shall be from June 1 to May 31.

Section 2: In May of each year the President shall appoint a special committee for the purpose

of proposing the budget for the next fiscal year.  The committee shall consist of four members: the current Treasurer, the Treasurer elect, and two members from the general membership.

Section 3: The Budget Committee shall submit a proposed budget to the Executive Board at its July meeting for review, revision, and approval.  The budget shall be submitted to the general membership prior to the August meeting.  At the August meeting the Executive Board shall submit the budget for GUILD membership approval. After approval, changes in the budget, except for use of the contingency fund, shall be approved by the majority vote of the general membership in attendance.

Section 4: Financial records of the guild shall be subject to audit by a qualified person as appointed by the President, or quorum of members, as deemed necessary and a written report of findings presented to the Board within 45 days. 

Section 5:  Any GUILD sponsored fund-raising event shall be directly related to and in support of the GUILD's purpose as defined in Article II.

ARTICLE XI: DUTIES OF CHAIRMEN AND COMMITTEES

Section 1: The purpose of Chairmen and Committees is to facilitate the organizational, educational, and philanthropic activities of the Executive Board.  Committee Chairpersons are appointed by the President with the advice of the Executive Board Officers.

Section 2: Chairmen are, but not limited to, Block of the Month, Challenges, Community Service, Cookbook, Discovery Day, Fundraising-(Quilt Show/Opportunity Quilts/Marketing, Sewing/Garden Tour, and Treasure Chest), Historian, Hospitality, Library, Membership, Newsletter Editor, Programs, Publicity, Secret Pal, and Show and Tell.

Section 3: All committee chairmen are to maintain and update yearly a procedural notebook to be passed on to their successors to be exchanged at the June Board meeting.

Section 4: Committee members are selected by the Chairperson.

Section 5: Description of current Programs available shall be listed in the GUILD's Policies and

Information and updated at least once a year.

Section 6: Chairmen will be required to participate in Quarterly meetings announced in the Newsletter.

ARTICLE XII: CHANGE OF BYLAWS

Section 1: In February of every even year, the President shall appoint a special committee for the purpose of reviewing and proposing revisions to the By-Laws. The committee shall consist of five members:  one member of the Executive Board, the Parliamentarian, and three from the general membership.

Section 2: Any proposed change to the Bylaws and Guild policies shall be presented at the Executive Board monthly meeting.

Section 3: The proposed change will be presented to the general membership prior to the following general meeting.

Section 4:  The proposed change will then be voted on at the next consecutive general meeting.

Approval of a change in Bylaws must be made by 2/3 vote of the members present.

Section 5:  Any change of the Bylaws would necessitate the retyping of the By-laws text.

Section 6: The By-Laws may be amended at any general meeting of the GUILD by a 2/3 vote of members present following the steps in Section 2-5.

ARTICLE XIII: EQUIPMENT

Section 1: The GUILD shall maintain a postal box as a permanent mailing address. It is the responsibility of the President to distribute keys to the postal box as she deems appropriate.

Section 2:  All rights to the logo remain the property of the GUILD. The right to reproduce the logo in any form by anyone requires the written permission of the Executive Board. The letter granting permission must be signed by the President and Secretary.

Section 3: All GUILD equipment currently not in use shall be maintained in the GUILD storage unit.

ARTICLE XIV: DISSOLUTION

Section 1: Upon the dissolution of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501 (c)(3), Internal Revenue Code.

These By-Laws approved by the Membership and Executive Board on May 6, 2006:

                                                                        Cheryl Jones-Murray, President

                                                                        Terry Phelps. Vice President

                                                                        Jane Alameda, Secretary

                                                                        Pauline Hauser, Treasurer

LADIES OF THE LAKE QUILT GUILD

POLICIES

1) Future members are welcome to attend two (2) general meetings per year, after which they are expected to become dues paying members.

2) The Guild newsletter is a proper vehicle for soliciting quilting related projects or services.  No oral soliciting is permitted at the meeting: flyers are permitted at the designated hospitality table.

 3) Displaying and marketing Opportunity Quilts will be allowed at general meetings only by recognized Quilt Guilds with which a reciprocal agreement exists and other non-profit groups.

4) Conflict of Interest: In order to avoid conflict of interest the following shall apply:

A. No vendor shall hold the position of Vendor Chairperson for the Guild's Quilt Show.

B. Committee chairs are ineligible to receive any payment for services performed under their normal scope of responsibility.

 5). Library policies:

A. Guild members may check out books.

B. Books are checked out for a one month period (meeting to meeting) except when library is not accepting items. A book must be renewed at the end of the check out period as long as there are no requests for the book by other members.  To renew, the book must be brought back to the library (No book, no renewal).

C. Books shall be returned in good condition. Loss or severe damage to the book will require that the borrowers pay or replace the book.

D. Overdue books:

            1. A book is considered overdue if not returned by the next general meeting.

            2. The borrower will be notified in the Guild's newsletter of overdue status.

            3. The borrower will be sent an invoice for the replacement cost of the book after the 3rd month overdue.

            4. Benefits of membership shall be suspended until library book is returned, paid for or replaced.

6). At the beginning of the fiscal year, the Community Service Chairperson will present a suggested list of projects for the current year to the Board for approval.

7).  Any member may submit a design and a proposed budget for an Opportunity Quilt to the board for approval.  Also, the following items used for Guild activities will be reimbursed from the appropriate pre-approved budget line item, such as: Telephone calls, Postage, Members costs associated with speakers including: meals, lodging, and mileage. Materials for Guild related projects.

8). Hospitality Committee: The Hospitality Committee will be responsible for set-up and clean-up at each general meeting. Duties also include organizing the December (Christmas) and May (Birthday) Programs.

9). Treasure Chest: When participating in Treasure Chest, participants are given two identical numbered tickets. Participants will drop one ticket in the designated place and keep the other, labeled "Keep this ticket". 

10).  Members shall participate in and support the projects and activities of the GUILD.

Members may attend all general meetings of the GUILD, have the privilege of voting and holding office and will receive the monthly newsletter.  Members may use the GUILD's library, participate in workshops, jamboree, and other special events.

11).  Name tags shall be worn at general meetings.

12). Use of cameras and/or tape recorders is by permission of the guest speaker only.

13). In order for everyone present to be able to enjoy themselves and hear the speaker, members and guests must remain quiet and attentive during the meeting.

14). The immediate past president will Chair the committee in charge of making a quilt for the current year's President. Sufficient funds will be allocated in the budget to cover expenses. The Lady of the Lake Block design shall be displayed somewhere on the quilt.

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