NOTE: These are currently under review.

AMENDED AND RESTATED BYLAWS of SOUTHERN CALIFORNIA COUNCIL OF QUILT GUILDS (SCCQG) - A California Nonprofit Mutual Benefit Corporation

ARTICLE I. OFFICES

Section 1. Principal Office. The principal office of this corporation for the transaction of the business of the corpora­tion shall be fixed and located at such place within Southern California as the Board of Directors (herein called the "Board") shall determine. The Board is granted full power and authority to change such principal office from one location to another.

Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places it deems desirable.

ARTICLE II. PURPOSE AND POWERS

Section 1. General Purpose. This corporation is organized exclusively as a trade association within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code") and similar provisions of the Revenue and Taxation Code of California and all successor provisions.

Section 2. Specific Purpose. The specific purpose for which this corporation is organized is (i) to foster and promote knowledge and participation in the craft/art form of quilting, patchwork, appliqué and other aspects of quiltmaking; (ii) to act as an information network for quilt guilds with similar objectives in promoting continued interest in quiltmaking; (iii) to provide a forum for cooperative endeavors among all quilt guilds in Southern California; (iv) to readily inform quilt guilds and individual quilters of resources available to them; (v) to encourage development of friendships state - nation - and world-wide; (vi) to foster education through the cooperative sharing of speakers, teachers and programs for member guilds; to act as resource for those wishing to organize new guilds; and (vii) to maintain a calendar for quilting events in Southern California geographic area and to make-such information readily available.

Section 3. General Powers. The general powers of this corporation are to engage in any lawful act or activity for which a corporation may be organized under the California Nonprofit Mutual Benefit Corporation Law, or which may hereafter be conferred, including the power to contract, rent, buy or sell personal or real property.

Section 4. General Prohibitions. Notwithstanding any of the above statements of purpose and powers, this corporation shall not engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this corpora­tion.

Section 5. Specific Prohibitions. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Code, or the corresponding provision of the Revenue and Taxation Code of California and of any future law.

ARTICLE III. MEMBERSHIP

Section 1. Membership. This corporation shall have two classes of members: Guild Members and Individual Members (herein sometimes referred to individually as a "Member" and collectively as the "Members"). Guild Members and Individual Members shall consist of persons and entities, as applicable, with similar objectives as, and dedicated to the specific purposes of, this corporation and shall be eligible for membership on approval by the Board and the payment of such dues and fees as the Board may fix from time to time.

Section 2. Executive Council: Voting Rights. All matters requiring the decision by the membership of this corporation shall be presented for vote of the Executive Council, which shall collectively represent all Members entitled to vote. Each Guild Member shall be entitled to have one voting delegate, who will serve on the Executive Council of this Corporation and vote on any and all matters involving this corporation requiring the Executive Council's vote, including the right to vote, as set forth in these Bylaws, on the election of the members of the Board, the disposition of all or substantially all of the assets of the corporation, any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. The appointment by each Guild Member of its delegate to the Executive Council shall be effected in accordance with the internal procedures of each such Guild Member. In addition, all Guild Members shall have all rights afforded voting members under the California Nonprofit Mutual Benefit Corporation Law. Notwithstanding anything to the contrary set forth herein, no Guild Member shall have the right to vote on any matters involving the corporation other than by means of a vote of its duly appointed delegate in the Executive Council, although individual members of such Guild Members are encouraged to attend the meeting of the Executive Council .

Section 3. Non-Voting Membership. Individual Members shall be encouraged to join the corporation, but as a non-voting member only. Upon full payment of dues and fees, Individual Members shall become eligible to receive the corporate newsletter, attend meetings of the Executive Council without the right to vote, and volunteer their services to further the objectives of the corporation.

Section 4. Rights Distributions. If the corporation is dissolved, the Member Guilds shall receive a pro rata distribution of all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law.

Section 5. Dues, Fees and Assessments. Each Guild Member and Individual Member must pay, within the time and on the conditions set by the Board, the dues, fees and assessments in amounts to be fixed from time to time by the Board. The dues, fees and assessments may vary between Guild Members and Individual Members as determined by the Board in its sole discretion. Dues, fees and assessment shall not be prorated.

Section 6. Good Standing. Those Guild Members and Individual Members who have paid the required dues, fees and assessments in accordance with these Bylaws and who are not suspended or terminated shall be considered "in good standing."

Section 7. Termination and Suspension of Membership.

(a)  Causes of Termination. The membership of any Guild Member or Individual Member shall terminate upon occurrence of any of the following events:

       (1)  The voluntary resignation of such Member upon reasonable notice to the corporation;

       (2)  Where membership is issued to such Member for a period of time, the expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;

       (3)  Failure of such Member to pay dues, fees or assessments as set by the Board within thirty (30) days after they become due and payable;

       (4)  As applicable, the death or dissolution of such Member or dissolution of this corporation;

       (5)  The occurrence of an event that renders such Member ineligible for membership, or failure by such Member to satisfy membership qualifications; and

       (6)  The expulsion of such Member based upon the good faith determination by the Board, with the approval, if applicable, by the Appeals Committee (the functions of which are described in Section 7(c) below) authorized by the Board to make such a determination, as set forth in these Bylaws, that such Member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation, including without limitation, the theft of property of this corporation or the property of its Members or the use of the name of this corporation with intent to defraud.

(b)  Suspension of Members. Any Member may be sus­pended based upon the good faith determination by the Board, with the approval, if applicable, of the Appeals Committee authorized by the Board to make such a determination, as set forth in these Bylaws, that such Member has engaged in conduct materially and seriously prejudicial to the purposes and interests of this corporation, including without limitation, the theft of property of the corporation or the property of its Members or the use of the name of the corporation with intent to defraud. A Member who has been suspended shall not be a member during the period of suspension.

(c)  Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a Member under Article III, Section 7(a) or (b) of these Bylaws, the procedure set forth below shall be followed:

    (1)  Such Member shall be given 15 days' prior notice by the Board of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to such Member's last address as shown on this corporation's records.

    (2)  Such Member shall be given an opportunity to be heard, either orally or in writing, not less than five (5) days before the effective date of the proposed expulsion. The hearing shall be held, or the written statement considered, at such time and place as may be designated by the Appeals Committee, to determine whether the expulsion or suspension should take place. The Appeals Committee shall be composed of five (5) members of the Executive Council randomly selected by the Board and, in the capacity of advisors only, the corporation's President, Secretary and the Parliamentarian. The hearings by the Appeals Committee shall be presided over by the President and conducted in accordance with the procedures set forth in Robert's Rules of Order (Revised), or any policies or rules which may be established from time to time, provided that such rules and policies are not inconsistent or in conflict with these Bylaws, the corporation's Articles of Incorporation or the California Nonprofit Mutual Benefit Corporations Law.

    (3)  The Appeals Committee shall decide whether or not such Member should be expelled, suspended, or sanctioned in some other way. The decision of the Appeals Committee shall be final.

    (4)  Any action challenging an expulsion, suspension, or termination of membership of such Member, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.

(d)  Effect of Expulsion. All rights of a Member in this corporation and its property shall be terminated upon such Member's expulsion. Expulsion shall not relieve such Member from any obligation for charges incurred, services or benefits actually rendered to such Member, dues or fees arising from contract or otherwise. The corporation shall retain the right to enforce any such obligation or sue for damages or equitable relief for any such breach.

Section 8. Transfer of Memberships. Neither a membership, nor any right arising from it, is transferable by any Member. All membership rights cease on the Member's dissolution or death.

Section 9. Meetings of Executive Council.

(a)       Place and Conduct of Meeting.

(i)         Meetings of the Executive Council shall be held at any place within Southern California designated by the Board, or by written consent of all Guild Members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, Executive Council's meetings shall be held at the corporation's principal office.

(ii)        All meetings of the Executive Council shall be governed by Robert's Rules of Order (Revised), or any policies or rules which may be established from time to time, provided that such rules and policies are not inconsistent or in conflict with these Bylaws, the corporation's Articles of Incorporation or the California Nonprofit Mutual Benefit Corporations Law.

(iii)       Meetings of the Executive Council shall be attended by the duly appointed delegates of the Guild Members. All Individual Members and all other individual members of Guild Members may attend the meetings of the Executive Council at their discretion,

(iv)       All persons attending the Executive Council's meetings shall sign in at the door and wear appropriate name tags at all times.

(v)        No children or smoking will be allowed at any meetings.

(vi)       The corporation's officers shall exercise personal discretion in allowing any sales or solicitations at the Executive Council's meetings.

(b)       General Meetings. Four general meetings shall be held on the third Saturday of January, April, July and October of each year from 10 o'clock a.m. to 3 o'clock p.m., unless the Board fixes another date or time and so notifies the Members as provided herein. At the general meetings any proper business may be transacted, subject to the provisions of these Bylaws.

(c)       Special Meetings.

(i)        Persons Authorized to Call. A special meeting of the Executive Council for any lawful purpose may be called at any time by the Board or the Chairman of the Board, if any, or by the President, or by twenty-five percent (25%) or more of the Guild Members.

(ii)       Calling Special Meetings. A special meeting called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chairman of the Board, if any, or the President or the Secretary of this corporation. The officer receiving the request shall cause notice to be given promptly to the Members, in accordance with the provisions of these Bylaws, stating that a special meeting will be held at a specified time and date fixed by the Board; provided, however, that the meeting date shall be at least 35 but no more than 90 days after receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give such notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a special meeting may be held when the meeting is called by the Board.

(iii)       Proper Business of Special Meeting. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

(d)       Notice Requirements for Executive Council's Meetinas.

(i)        General Notice Requirements. Whenever Guild Members are required or permitted to take any action by vote of their authorized representatives at the Executive Council's meeting, written notice of the meeting shall be given, in accordance with Article III, Section 9(d)(iii) of these Bylaws, to each Guild Member entitled to vote at that meeting, as well as the Individual Members. The notice shall specify the place, date, and hour of the meeting and, (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the delegates of the Guild Members, but any proper matter may be presented at the meeting. The notice of any meeting at which members of the Board are to be elected shall include the names of all persons who are nominees when notice is given.

(ii)       Notice of Certain Agenda Items. Approval by the delegates of the Guild Members to the Executive Council of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

(a)      Removing a director without cause;

(b)      Filling vacancies on the Board;

(c)      Amending the Articles of Incorporation or these Bylaws;  Approving a contract or transaction between the corporation and one or more Board members, or between the corporation and any entity in which a Board member has a material financial interest; or

(e)      Electing to wind up and dissolve the corporation.

(iii)     Manner of Giving Notice. Notice of any meeting of the Executive Council shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each Guild Member entitled to vote and each Individual Member, at the address appearing on the books of the corporation or at the address given to the corporation for purposes of notice. If no address appears on the corporation's books and no address has been so given, notice shall be deemed to have been given if either (1) notice is sent by first-class mail or telegraphic or other written communication to the corporation's principal office or (2) notice is published at least once in a newspaper of general circulation in the county in which the principal office of this corporation is located.

(iv)     Affidavit of Mailing Notice. An affidavit of the mailing of any notice of any Executive Council's meeting, or of the giving of such notice by other means, may be executed by the Secretary, Assistant Secretary, or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the corporation's minute book.

(e)     Quorum.

(i)      Percentage Required. Thirty percent (30%) of the delegates of the Guild Members to the Executive Council shall constitute a quorum for the transaction of business at any meeting of the Executive Council.

(ii)      Loss of Quorum. Delegates of the Guild Members to the Executive Council present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough such delegates have withdrawn from the meeting to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Executive Council delegates required to constitute a quorum.

(f)       Adjournment and Notice of Adjourned Meeting. Any meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Guild Members' delegates to the Executive Council present at the meeting. No meeting may be adjourned for more than 25 days. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Guild Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

(g)       Voting.

(i)        Eligibility to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, the Guild members' delegates to the Executive Council, that are entitled to vote at any meeting of the Executive Council, shall be elected delegates of Guild Members that are in good standing as of the record date determined under Article III, Sections 9(i)(i) of these Bylaws.

(ii)       Manner of Casting Votes. Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any Guild Member's delegate at the Executive Council's meeting before the voting begins.

(iii)       Voting. Each Executive Council delegate shall be entitled to cast one vote on each matter submitted to a vote.

(iv)       Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the Executive council, unless the vote of a greater number or voting by classes is required by the California Nonprofit Mutual Benefit Corporation Law or by the Articles of Incorporation of this corporation.

(h)       Waiver of Notice or Consent.

(i)        Written Waiver or Consent. The transactions of any meeting, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present either in person or by proxy, and (2) either before or after the meeting, each representative to the Executive Council entitled to vote, who is not present in person, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of Executive Council, except that if action is taken or proposed to be taken for approval of any of those matters specified in Article III, Section 9(d)(ii) the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes.

(ii)        Waiver by Attendance. An Executive Council delegate's attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless such Executive Council representative objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

(iii)       Action by Unanimous Written Consent. Any action required or permitted to be taken by the Executive Council may be taken without a meeting, if all Guild Members' delegates to the Executive council consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Executive Council. The action by written consent shall have the same force and effect as the unanimous vote of the delegates to the Executive council.

(i)        Record Date for Notice. Voting. Written Ballots, and Other. Actions.

(i)        Record Date Determined by Board. For purposes of determining the Guild Members (and, as applicable, Individual Members) entitled to notice of any meeting, or entitled to exercise any rights with respect to any lawful action, the Board may fix, in advance, a record date. The record date so fixed:

(1)   for notice of a meeting shall not be more than 90 or less than 10 days before the date of the meeting;

(2)   for voting at a meeting shall not be more than 60 days before the date of the meeting; and

(3)   for any other action shall not be more than 60 days before that action.

(ii)   Record Date Not Determined by Board.

(a)   Record Date for Notice or Voting. If not otherwise fixed by the Board, the record date for determining Guild Members (and, as applicable, Individual Members) entitled (1) to receive notice of a meeting of the Executive Council shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting is held and (2) to vote at the meeting shall be the day on which the meeting is held.

(b)   Record Date for Other Actions. If not otherwise fixed by the Board, the record date for determining Guild Members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.

(iii)   Members of Record. For purposes of Article III, Sections 9(i)(i) and (ii), Guild Members holding a membership at the close of business on the record date shall be a member of the record.

(j)     Proxies. No voting by proxies shall be allowed.

(k)    Election of Directors.

(i)     Nominations by Committee. A Nominating Committee representing San Diego, Orange, Valley, Desert and Central California areas shall be formed at or before the April General Meeting of the Executive Council to select qualified candidates for election to the Board. This Nominating Committee shall make its report at least 90 days before the date of the election, and the Secretary of this corporation shall forward to each Guild Member and Individual Member, with the notice of meeting required by Article III, Sections 9(d)(i) through (iv) of these Bylaws, a list of all candidates nominated by Nominating Committee under this Section. The Parliamentarian shall chair the Nominating Committee's meetings.

(ii)     Solicitation of Votes. The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to the Members such nominee's qualifications and reasons for the nominee's candidacy, a reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all Guild Members entitled to vote on the election of nominees to the Board to choose among the nominees.

(iii)    Use of Corporate Funds to Support Nominee. Without Board's authorization, no corporate funds may be expended to support a nominee for director.

ARTICLE IV. BOARD OF DIRECTORS

Section l. Powers. Subject to the limitations of the Articles of Incorporation, these Bylaws and of the California Nonprofit Mutual Benefit Corporation Law, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of this corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

(a)       To select and remove the officers, agents and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles of Incorporation, or these Bylaws, supervise them, fix their compensation and require from them security for faithful service. Such compensation may be increased or decreased at the pleasure of the Board.

(b)       To make such rules and regulations for the conduct of the affairs and activities of this corporation as the Board may deem advisable and as are not inconsistent with law, the Articles of Incorporation or these Bylaws.

(c)       To borrow money and incur indebtedness for the purposes of this corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidences of debt and securities therefor.

(d)       Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities within or outside California.

(e)       Adopt and use a corporate seal; prescribe the forms of membership certificates consistent with the provisions of Section 7313 of the California Corporations Code; and alter the forms of the seal and certificates.

Section 2. Number of Directors. The authorized number of Board members shall consist of not less than three (3) nor more than twenty-five (25) directors, with the exact number of directors to be fixed within the limits specified herein by resolution of the Board as enacted from time to time. No reduction of the authorized number of directors shall have the effect of shortening the term of any incumbent director.

Section 3. Election and Term of Office. The directors shall be elected at April meeting of the Executive Council to hold office until the next April meeting; however, if any such directors not elected at any April meeting, the directors may be elected at any special meeting of the Executive Council held for that purpose. Each such director, including a director elected to fill a vacancy or elected at a special meeting, shall hold office for a term of one year or until a successor has been elected and qualified. Directors may succeed themselves in office.

Each year, the Board may elect from its members a Chairman of the Board. In the event that the office of the director elected to serve as Chairman shall become vacant prior to the expiration of the year for which such director was elected Chairman, the Board shall by affirmative vote elect another member to serve the remainder of the term and until his or her successor has been elected and qualified. Any director may be elected to additional terms as Chairman.

Section 4. Resignation. Any director may resign effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected before such time, to take office when the resignation becomes effective.

Section 5. Removal. Any director may be removed for cause by the affirmative vote of a majority of the directors present at a meeting duly held at which a quorum is present. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 6. Vacancies. Except for vacancies created by removal of a director by the Executive Council, vacancies in the Board shall be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director. The Executive Council members may fill any vacancy or vacancies not filled by directors. Each director so elected shall hold office until the expiration of the term of his or her predecessor and until his or her successor has been elected and qualified.

A vacancy or vacancies in the Board shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any director; (ii) the increase of the authorized number of directors; (iii) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order or judgment of any court to have breached any duty arising under section 7238 of the California Nonprofit Mutual Benefit Corporation Law; (iv) the vote of a majority of all Executive Council members to remove any director(s); or (v) the failure of the Executive Council delegates, at any meeting of the Executive Council at which any director(s) are to be elected, to elect the number of directors required to be elected at that meeting.

Section 7. Place of Meeting. Regular or special meetings of the Board shall be held at any place within or without the State of California which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation.

Section 8. Regular Meetings. Immediately following each April meeting of the Executive Council, the Board shall hold a regular meeting for purposes of organization, election of officers, and the transaction of other business. Notice of this meeting is not required.

Section 9. Special meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, if any, the President, or any Vice President, or the Secretary, or any two directors.

Notice of the time and place of special meetings of the Board shall be given or delivered personally to each director, or sent to each director by first-class mail or by other form of written or telephonic communication (including cable, telegram, telex and telephone), at least forty-eight (48) hours before the meeting if personal delivery is made or if the telephone, tele­graph, cable or telex is used, and at least four (4) days before the meeting if the mail is used. Such notice may be written or (if delivered by telephone or personally) oral. Written notice shall be addressed or delivered to each director at his or her address as it is shown upon the records of the corporation, or as may have been given to the corporation by the director for pur­poses of notice, or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meet­ings of the directors are regularly held.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States Mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by electronic means by the person giving the notice to the recipient, as the case may be. Oral notice shall be deemed to have been given at the time it is communicated to the recipient or to such person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

Section 10. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a writ­ten consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11. Quorum. A majority of the directors authorized in these Bylaws (or as fixed from time to time by the Board) shall constitute a quorum of the Board for the transaction of business, except to adjourn as provided in section 13 of this Article. All matters shall be decided by the vote of a majority of directors present at a meeting duly held at which a quorum is present, and every such act or decision shall be the act of the Board, unless a greater number is required by the California Nonprofit Mutual Benefit Corporation Law (including, but not limited to, those provisions relating to approval of contracts or transactions between directors, or an entity in which a director has a material financial interest and the corporation, creation of or appointments to committees and indemnification of directors and other agents), or by the Articles of Incorporation or these Bylaws, except that a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 12. Participation in Meetings by Conference Telephone. Members of the Board may participate in any meeting through use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another. Participation by such means shall consti­tute presence in person at the meeting.

Section 13. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned, except that if the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the reconvened meeting to the directors who were not present at the time of the adjournment.

Section 14. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 15. Rights, of Inspection. Every director shall have the absolute right, at any reasonable time to inspect and copy any and all books,, records and documents of every kind of this corporation, and to, inspect the physical properties of this corporation.

Section 16. Committees.

(1) The Board may designate and appoint one or more committees, each consisting of one (1) or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a)      The taking of any final action on any matter that, under the California Nonprofit Mutual Benefit Corporation Law, also requires approval of the Members;

(b)      The filling of vacancies on the Board or in any committee;

(c)      The fixing of compensation of the directors for serving on the Board or on any committee;

(d)       The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(e)       The appointment of committees of the Board or the members thereof;

(f)         With respect to any assets held in charitable trust, the approval of any self-dealing transaction, as defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law, except as provided in Section 5233(d)(3) of such Law; and

(g)       The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.

Any such committee must be established, and the members thereof appointed, by resolution adopted by a majority of the directors then in office. At the Board's discretion, persons who are not directors of the corporation may be elected to serve on such committees; provided that such persons shall not by such appointment be deemed members of the Board or have the power to vote at a meeting of the Board. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to pre­scribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such com­mittee shall be governed by the provisions of this Article appli­cable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

(2)       Notwithstanding anything to the contrary set forth herein, this corporation at all times shall have the following Standing Committees:

(a)       Newsletter Committee: The Newsletter Committee shall edit and publish a newsletter reporting on all meetings, workshops, functions and special events of the corporation. The Newsletter Committee will also maintain the Calendar for the corporation's activities. The newsletter will be published at the direction of the Board.

(b)       Hospitality Committee: The Hospitality Committee shall arrange refreshments and other details needed to promote a social atmosphere at all meetings and functions of the corporation.

(c)        Parliamentarian: The Parliamentarian shall direct the activities of the Executive Council in accordance with this corporation's Bylaws. The Parliamentarian shall also chair the Nominating Committee.

(d)       Membership Committee: The Membership Committee shall be responsible for collecting dues; keeping attendance at meetings; maintaining, publishing, and distributing an up-to-date roster of the Members as needed.

(e)       American Quilt Research Center Committee: The American Quilt Research Center Committee shall act as liaison between the American Quilt Research Center and the corporation, keeping each up-to-date on the other's activities.

Section 17. Compensation. Directors and members of commit­tees may receive such compensation, if any, for their services and such reimbursement for expenses, as may be fixed or deter­mined by the Board.

Section 18. Advisory Directors. The Board from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board or have the power to vote at a meeting of the Board. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of,the Board upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board. If no period is prescribed, the title shall be held at the pleasure of the Board.

ARTICLE V. OFFICERS

Section 1. Required Officers. The required officers of the corporation shall be a President, a Secretary and a Chief Financial Officer, each of whom shall be chosen by and hold office at the pleasure of the Board. Any number of offices required or permitted by this Article V may be held by the same person.

Section 2. Permitted Officers. The Board may choose a Chairman of the Board, a President, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Chief Financial Officers and such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board at its pleasure may from time to time determine.

Section 3. Election of Officers. The officers shall be elected annually by the Board at a regular or special meeting of the Board and may succeed themselves in office. Each person elected as an officer shall continue in office until the next annual election of officers or until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal in accordance with these Bylaws. Vacan­cies of officers caused by death, resignation, removal or increase in the number of officers may be filled by the Board at a regular or special meeting.

Section 4. Removal-of Officers. Any officer may be removed at any time with or without cause and with or without notice by the affirmative vote of a majority of the Board.

Section 5. President. Subject to the control of the Board, the President shall be the chief executive officer of the corporation and shall have general supervision, direction and control over the affairs and property of this corporation and over its several officers, and shall have such other powers and perform such other duties as may be delegated by the Board from time to time. The President shall serve as an ex-officio member of all committees except the Nominating Committee and the Appeals Committee.

Section 6. Chairman of the Board. If a Chairman of the Board is elected, she shall preside at Board meetings and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the Chief Executive Officer and shall have the powers and duties prescribed by these Bylaws for the President of the corporation.

Section 7. Vice President. The Vice President shall per­form all of the duties of the President at her request or in her absence or disability. When so acting, the Vice President shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as may be delegated by the Board.

Section 8. Secretary. The Secretary shall be the custo­dian of the seal of the corporation and of the books and records and files thereof, and shall affix the seal of the corporation to all papers and instruments requiring the same. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a minute book of all meetings of the Board and its committees. The Secretary shall also keep, or cause to be kept, at the principal office in the State of California the original or a copy of the Articles of Incorpora­tion and Bylaws of this corporation, as amended to date and a record of this corporation's membership, showing the name of each such Member and its/his/her address. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be delegated by the Board. Any Assistant Secretary appointed by the Board to hold office at the pleasure of the Board, may have the same powers as the Secretary.

Section 9. Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and main­tained, adequate and correct accounts of the properties and busi­ness transactions of the corporation, including, without limita­tion, accounts of its assets, liabilities, receipts and disburse­ments, and shall send or cause to be sent to the directors of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The Chief Financial officer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the corpora­tion as may be ordered by the Board, shall render to the Presi­dent or the directors, whenever requested, an account of all transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be delegated by the Board.

ARTICLE VI. INDEMNIFICATION

Section 1. Right of Indemnity. To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Section 7237(a) of the California Nonprofit Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that Section. "Expenses," as used in this Bylaw, shall have the same meaning as in section 7237(a) of the California Nonprofit Corporation Law.

Section 2. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Nonprofit Corporation Law, the Board shall promptly determine under Section 7237(e) of the California Nonprofit Corporation Law whether the applicable standard of conduct set forth in Section 7237(b) or (c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of the Executive Council. At that meeting, the Executive Council delegates shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the delegates of the Guild Members present at meeting shall authorize indemnification.

Section 3. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 or 2 of this Article VI of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.

Section 4. Insurance. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's or agent's status as such.

ARTICLE VII. REPORTS

Section 1. Annual Report. The corporation shall furnish to all of the directors annually within one hundred (120) days after the end of its fiscal year a report containing the following information in reasonable detail:

(a)       A balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or if there is no such report, by the certificate of an authorized officer of the corporation that they were prepared without audit from the books and records of the corporation.

(b)       A statement of the place where the names and addresses of current Members are located.

ARTICLE VIII. OTHER PROVISIONS

Section 1. Inspection of Articles and Bylaws. The corpo­ration shall keep in its principal office in the State of California the original or a copy of its Articles of Incorpora­tion and of these Bylaws, as amended to date, which shall be open to inspection by the directors, all Members and such other persons as required by law, at all reasonable times during office hours. If the principal office of the corporation is outside California and the corporation has no principal business in this state, the Secretary shall, on written request of any Member, furnish to that Member a copy of the Articles of Incorporation and Bylaws, as amended to date.

Section 2. Maintenance of Corporate Records. The corporation shall keep:

(a)       Adequate and correct books and records of account;

(b)       Written minutes of the proceedings of its Executive Council, Board and committees of the Board; and

(c)       A record of each Member's name, address and type of membership.

Section 3. Inspection Rights.

(a)       Membership Records. Subject to Division 2, Part 3, Chapter 13, Article 3 (commencing at Section 8330) of the California Corporations Code and unless the corporation provides a reasonable alternative as provided below, any Member may do either or both of the following for a purpose reasonably related to the Member's interest as a member of this corporation:

(1)       Inspect and copy the records of Members' names, addresses, and voting rights during usual business hours on five days' prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested; or

(2)       Obtain from the Secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of Members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the Member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to such Member on or before the later of ten days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled.

The corporation may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.

If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to such person's interest as a Member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.

Any inspection and copying under this Section may be made in person or by the Member's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation.

(b)       Accounting Records and Minutes. On written demand on the corporation, any Member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the Executive Council, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to such Member's interest as a member of this corporation. Any such inspection and copying may be made in person or by the Member's agent or attorney. Any right of inspection extends to the records of any subsidiary of the corporation.

Section 4. Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by the Chairman of the Board, the President, or any Vice President and the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Chief Financial Officer of the corporation, shall be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, but, unless so authorized by the Board, no such person or persons shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 5. Representation of Shares of Other Corporations. The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

Section 6. Constriction and Definitions. Unless the con­text otherwise requires, the general provisions, rules of con­struction and definitions contained in Part 3 of the California

Nonprofit Corporation Law and in the California Nonprofit Mutual Benefit Corporation Law shall govern the construction of these Bylaws.

Section 7. Amendments.

(a)       Amendment by Board.

(1)       Membership Ricrhts Limitation.

Subject to the rights of Guild Members under these Bylaws, the Board may adopt, amend or repeal Bylaws unless the action would:

(i)        Materially and adversely affect the Guild Members' rights as to voting, dissolution, redemption, or transfer;

(ii)       Effect an exchange, reclassification, or cancellation of all or part of the memberships; or

(iii)      Authorize a new class of membership.

(2)      High Vote Requirement.

If any provision of these Bylaws requires the vote of a larger proportion of the Board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.

(3)      Members' Approval Required.

Without the approval of the Guild Members the Board may not adopt, amend, or repeal any bylaw that would:

(i)      Increase or extend the terms of directors;

(ii)     Allow any director to hold office by designation or selection rather than by election by a Member or Members;

(iii)     Increase quorum for meetings;

(iv)     Repeal, restrict, create, expand, or otherwise change proxy rights ; or

(v)      Authorize cumulative voting.

(b)      Amendment by Members.

New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the Executive Council. Any provision of these Bylaws that requires the vote of a larger proportion of the authorized Members than otherwise is required by law may not be altered, amended, or repealed except by vote of that greater number. No amendment may extend a director's term beyond that for which the director was elected.

ARTICLE IX. CORPORATE SEAL

The corporate seal shall be circular in form and shall have inscribed thereon the name of this corporation, the date of incorporation and the word " California."

CERTIFICATE OF SECRETARY

I certify that I am a duly elected and acting Secretary of Southern California Council of Quilt Guilds, a California nonprofit mutual benefit corporation, that the above Bylaws, consisting of    pages, are the Bylaws of this corporation as adopted by the Board of Directors on             , 1991, and that they have not been amended or modified since that date.