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As amended by the Board of Directors of the Southern California Council of Quilt Guilds, a California Nonprofit Mutual Benefit Corporation, in meeting on May 23, 2010.
ARTICLE I--PURPOSE
Section 1. General Purpose. The Southern California Council of
Quilt Guilds (hereafter referred to as Council) is organized exclusively
as a trade association within the meaning of Section 501(c)(6) of the
Internal Revenue Code of 1986, as amended; and similar provisions of the
Revenue and Taxation Code of California.
Section 2. Specific Purpose. The specific purpose for which the
Council is organized is (i) to foster and promote knowledge and
participation in the craft/art form of quilting, patchwork, applique and
other aspects of quilt making; (ii) to act as an information network
for quilt guilds with similar objectives in promoting continued interest
in quilt making; (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 worldwide;
(vi) to foster education through the cooperative sharing of speakers,
teachers and programs for member guilds; (vii) to act as resource for
those wishing to organize new guilds; and (viii) to maintain a calendar
for quilting events in the Southern California geographic area and to
make such information readily available.
ARTICLE II--MEMBERSHIP
Section 1. Membership. There shall be two categories for membership:
(i) Guild Members shall consist of any quilting guild, or related
guild or organization with similar purposes, whose dues and fees are
current as paid to the Council. Each Guild Member shall elect or
appoint, as their by-laws state, a delegate to serve on the Council.
Each Guild Member shall be entitled to one vote at Council meetings.
(ii) Individual Members shall consist of teachers and other
individuals who share an interest or dedication to the specific purposes
of the Council and whose dues and fees are current as paid to the
Council. Individual Members shall NOT be entitled to vote at Council
meetings; but may serve as an elected Officer of the Council.
All categories can collectively be referred to as “Members”.
Section 2. Dues, Fees, and Assessments. Each Member category must
pay, within the time and on the conditions set by the Board of
Directors (hereafter referred to as the Board), the dues, fees, and
assessments in amounts fixed by the Board. The dues, fees, and
assessments may vary between each Member category and shall not be
prorated.
Section 3. Rights Distributions. If the Council/corporation is
dissolved, the Guild Members shall receive a pro rata distribution of
all assets remaining after payment or provision for payment of the
obligations and debts of the Council.
Section 4. Good Standing. Members who have paid the required
dues, fees, and assessments and who are not suspended or terminated
shall be considered members “in good standing.”
Section 5. Termination and Suspension of Membership. The membership of any Member shall
terminate upon occurrence of any of the following events:
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The voluntary resignation of such Member
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Upon expiration of membership due to failure to pay dues, fees, and assessments
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Death or dissolution of such Member
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The occurrence of an event that renders such Member ineligible for membership
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The expulsion of such Member based upon the good faith
determination by the Board after a determination that the Member has
failed to observe the rules of conduct; or has engaged in activity
prejudicial to the Council, including, without limitation, the theft of
property of the Council or its Members, or use of the name of the
Council with intent to defraud.
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The suspension of such Member based upon the good faith
determination by the Board after a determination that the Member has
failed to observe the rules of conduct; or has engaged in activity
prejudicial to the Council, including, without limitation, the theft of
property of the Council or its Members, or use of the name of the
Council with intent to defraud. A Member who has been suspended shall
not be a Member during the period of suspension.
Section 6. Procedure for Expulsion or Suspension. If grounds
appear to exist for expulsion or suspension of a Member as stated in
Article II, Section 5, and a majority of the Board votes for expulsion
or suspension, the following appeal procedures shall be followed:
(i) After a decision to expel or suspend a Member Such Member
shall be given fifteen (15) days prior notice by the Board of the
effective date for proposed expulsion or suspension and the reason for
such; and that the action may be appeal to an Appeals Committee. Notice
may be given in person, by electronic e-mail, or by postal mail. If
postal mail, it shall be sent first class registered mail.
(ii) Such Member shall be given the opportunity to be heard
either orally or in writing, not less than five (5) days before the
effective date of the action by an Appeals Committee at a date, place
and time determined by the Appeals Committee.
(iii) The Appeals Committee shall have the final decision as to
whether or not such Member shall be suspended or expelled.
(iv) Any further action by such Member on the decision of the
Appeals Committee must be commenced within one year after the date of
the expulsion, suspension, or termination of such Member.
(v) The Appeals Committee shall consist of five (5) Members in
good standing as selected by the Board and shall include the Secretary
and Parliamentarian as non-voting advisory members. Meetings of the
Appeals Committee shall be chaired by the Parliamentarian and conducted
in accordance with Robert’s Rules of Order (revised); and shall be
recorded by the Board Secretary.
(vi) The effect of expulsion shall be that all rights of such
Member shall be terminated. Such expulsion does not relieve such Member
of any obligations for charges incurred, services rendered, or dues and
fees owed.
(vii) Such Member may not transfer membership or rights to
another person or entity upon expulsion or suspension of such Member’s
membership.
ARTICLE III--MEETINGS
Section 1. General Meetings. The Council shall have general
meetings four times per year, once each in January, April, July, and
October, commencing at 10:00 a.m. of the second Saturday and ending upon
agreement of the majority present.
Section 2. Special Meetings. (i)Special meetings may be called by
the President, a majority of the Board, or by twenty-five (25%) per
cent of the Member Guilds. (ii) a Special Meeting called by one of the
above must be submitted in writing to either the President or Secretary
of the Board and that person shall be responsible for proper notice to
be given promptly to Members, stating the date, time, and place of the
Special Meeting. (iii) The Special Meeting shall require a minimum of
thirty-five (35) days and no more than sixty days notice to Members and
notice must be given within thirty five days of receipt of written
notice. (iv) No business other than the business specified in the
written notice may be conducted at a Special Meeting.
Section 3. Notice of General Meetings. Notice of General Meetings
shall be given at least ten (10), but no more than ninety (90) days
prior to the date of the meeting and shall include at a minimum: date,
time, location of meeting; and notice of agenda items that may require a
vote of the Council. Notice shall be by written or electronic means.
Section 4. Agenda Items Requiring Notice: The following agenda
items require Member notification as outlined in Article III, Section 3:
• Removing an Officer with or without Cause
• Filling vacancies on the Board
• Amending the articles of incorporation or these by-laws
• Election of Officers
• Approval of operating budget
• Dissolution of the corporation
Section 5. Quorum. (i)Thirty (30% per cent of the delegates from
Guild Members shall constitute a quorum for the transaction of business
at any meeting of the Council. (ii)Once a quorum is established, the
Council may continue to conduct business even though enough delegates
have withdrawn from the meeting to leave less than a quorum.
Section 6. Adjournment Any meeting of the Council may be
adjourned by vote of the majority of Guild Members present. No meeting
may be adjourned for more than twenty-five (25) days. When a meeting is
adjourned to another time and place, all procedures for notification of a
meeting found in Article III shall be followed.
Section 7. Voting. (i) Voting rights at all Council meetings
rests with the Guild Member delegate of Guild Members in good standing
at the record date of the meeting. (ii) Voting may be by voice or
ballot. (iii) Once a quorum is established, an affirmative vote of the
majority present and voting shall be the act of the Council.
Section 8. Action by Unanimous Written Consent. Any action
required or permitted to be taken by the Council may be taken without a
meeting provided all Guild Members delegates consent to the action in
writing. The written consents shall be filled with the Secretary for
inclusion in the minutes of the Council.
Section 9. Record Date. The Record Date for determining Member
Guilds in good standing with voting rights at Council Meetings shall be
9:45 a.m. of the date of such Meeting.
Section 10. Proxies. No voting by proxies shall be allowed.
Section 11. Election of Officers. (i) Officers of the Board of
Directors shall be elected at the annual meeting of the Council as
scheduled for October of each year for a term of two years as specified
hereafter: years ending in an even number: President, Programs
Chairperson, Newsletter Editor, Secretary; years ending in an odd
number: Vice-President Membership, Insurance Liaison , Treasurer,
Parliamentarian. (ii) Term of office shall commence immediately upon
election
Section 12. Nomination of Officers. (i)A Nominating Committee consisting of five members, three
Member Guild delegates and two Officers shall be appointed by the
President to solicit a slate of candidates. (ii) The Nominating
Committee shall report its recommendations at the July meeting each year
for offices scheduled for election at the annual meeting.
(iii)Nominations of candidates from the delegates present at the July
meeting will be accepted from the floor.
Section 13. Solicitation of Votes. When two or more candidates
for an office are nominated; each candidate may submit a written
article, not to exceed one page, for solicitation of votes that shall be
included in the Council’s quarterly newsletter; and such candidates
shall be given five (5) minutes to address delegates at the Annual
Meeting prior to the election of Officers.
ARTICLE IV--BOARD OF DIRECTORS AND OFFICERS
Section 1. Officers. The elected Officers of the Southern
California Council of Quilt Guilds shall be (i) President, (ii)
Vice-President(s) Membership, (iii) Insurance Liaison, (iv)Programs
Chairperson(s), (v) Secretary, (vi) Treasurer, (vii) Newsletter Editor,
(viii) Parliamentarian.
Section 2. Board of Directors. The elected Officers, immediate
past President, and such Committee Chairman as the Board of Directors
and/or President shall from time to time appoint, shall constitute the
Board of Directors (Board), with voting privileges resting solely with
the elected Officers.
Section 3. Powers of the Board. In addition to general powers to
conduct the business of the Council, the Board shall have the following
specific powers:
(i) to appoint or remove committee chairpersons and committees,
or individuals, and endow them with specific powers and duties for them
to carry out their approved responsibilities;
(ii) to make rules and regulations for the conducting of the affairs and activities of the Council;
(iii) to pay Council bills and manage the financial affairs of the Council;
(iv) to manage all governmental requirements and regulations;
(v) to assess dues, fees, and assessments;
(vi) to suspend or expel members;
(vii) to adopt and use a corporate seal; prescribe the forms of
membership certificates consistent with the provisions of Section 7317
of the California Corporation Code.
Section 4. Regular Meetings of the Board. The Board shall conduct
regular meetings, open to all Council Members, each quarter in the two
weeks prior to the scheduled Council meeting. The date, time, and
location of such meetings will be determined by the President, and may
include electronic or telephonic meetings.
Section 5. Special Meetings of the Board. Special Meetings of the
Board for any purposes or purposes may be called at any time by the
President, or any two other Officers. Notice of such meeting, including
date, time and location, must be provided to each Board member at least
forty-eight (48) hours prior to the meeting if notice is delivered in
person or electronically; and at least four (4) days prior to the
meeting if notice in given by way of the United States Mail.
Section 6. Quorum. A quorum shall consist of a majority of
elected Board members present at the beginning of the meeting and shall
continue until the meeting is ended, regardless of the withdrawal of any
elected Board members and leaving less than a majority.
Section 7. Actions of the Board. A majority vote of elected Board
members is required for the Board to take action on issues before the
board including, but not limited to, creating committees, approving
expenditures, approving programs, and approving budgets and contracts.
Action of the Board shall normally be at a regular or a special Board
meeting; but may be taken without meeting if the elected Board members
consent in writing to the action. Such actions shall be filed by the
Secretary in the minutes of the proceeding regular meeting of the Board
and require unanimous consent.
Section 8. Right of Inspection. All members of the Board shall
have the absolute right of inspection, with reasonable notice, of all
books, records and documents of the corporation, including the right to
make photo copies.
Sections 9. Compensation. Members of the Board may receive
compensation for their expenses, such as mileage, as may be approved or
determined by the Board.
Section 10. President. The President shall also be the Chief
Executive Officer of the Corporation and shall act as Chairman of all
Council and Board meetings. The President shall have general
supervision, direction, and control over all the affairs and property of
the Council and such other duties as may be designated from time to
time by the Council or Board. The President shall have the power to
appoint committees and committee chairpersons. The President shall be an
ex-officio member of all Council and Board committees except the
Nominating Committee and the Appeals Committee.
Section 11. Vice-President(s) Membership. The Council shall have
the option of electing two persons to serve as Vice-President
Membership. The Vice-President Membership shall stand in for the
President at all Council and Board meetings in which the President is
absent. The Vice-President Membership shall be responsible for
maintaining membership records in all membership categories and for all
other responsibilities associated with Council membership that shall
include name and address of each Member. If the Council elects two
Vice-Presidents Membership, they shall have only one vote at Board
meetings.
Section 12. Insurance Liaison. The Council shall have the option
of electing two persons to serve as Insurance Liaison. The Insurance
Liaison shall be responsible to act as liaison with the Member Guilds
and the Council’s liability insurance agent and for all other
responsibilities associated with insurance issues. If the Council elects
two Insurance Liaison(s), they shall have only one vote at Board
meetings.
Section 13. Program Chairperson(s). The Council shall have the
option of electing two persons to serve as Program Chairperson(s). The
Program Chairperson(s) shall be responsible for planning Council
programs, securing meeting locations for Council meetings, and for all
other responsibilities associated with Council programs. If the Council
elects two Program Chairperson(s), they shall have only one vote at
Board meetings.
Section 14. Secretary. The Secretary shall act as the Chief
Recording Officer of the Council and shall affix the seal of the
corporation to all documents and records requiring same. The Secretary
shall be responsible for maintaining minutes of all Council and Board
meetings and providing same to Council and Board members for their
approval. The Secretary shall maintain the Council’s Articles of
Incorporation and Bylaws, as amended and a record of all Board Officers
and their addresses. The Secretary shall provide notice to all Council
and Board Members of scheduled meetings, including date, time, and
location of meeting. The Secretary shall have such other
responsibilities given to him/her by the Board.
Section 15. Treasurer. The Treasurer shall act as the Chief
Financial Officer of the Council and keep and maintain adequate and
correct accounts of the assets, liabilities, receipts, and disbursements
of the Council. The Treasurer shall deposit all moneys and other
valuables in the name and to the credit of the Council with such
depositories as designated by the Board. The Treasurer shall be
responsible for filing all required governmental financial reports and
for issuing quarterly reports on the Council’s budget to the Council and
the Board. The Treasurer shall be responsible for disbursing funds of
the Council as authorized by the Board. The Treasurer shall be
responsible for issuing an annual Budgetary Report, including proposed
new fiscal year budget, to the Council and the Board. The Treasurer
shall have such other responsibilities as given to him/her by the Board.
Section 16. Newsletter Editor. The Newsletter Editor shall be
responsible for assembling and publishing the quarterly Council
Newsletter and for its distribution to all Council Members
electronically. The Newsletter Editor shall have such other
responsibilities as given to him/her by the Board.
Section 17. Parliamentarian. The Parliamentarian shall be
responsible for assuring that all meetings and business of the Council
and Board are conducted in accordance with Robert’s Rules of Order and
in accordance with the Council’s Bylaws. The Parliamentarian shall act
as Chairman of the Appeals Committee. The Parliamentarian shall have
such other responsibilities as given to him/her by the Board.
Section 18. Removal from Office. Officers of the Board may be
removed from office With Cause by a two-thirds (66%) vote of the Board;
OR by a majority (51%) vote of the Council at a special meeting called
for such purpose. Officers of the Board may be removed from office
Without Cause provided Article III, Section 4 is adhered to by a
three-fourth (75%) vote of the Board; OR by a sixty (60%) vote of the
Council at a special meeting called for such purpose.
ARTICLE V--POWERS AND INDEMNIFICATION
Section 1. General Powers. The General Powers of the Council are
to engage in any lawful act or activities for which a corporation may be
organized under the California Nonprofit Mutual Benefits Corporation
Law, or which may hereafter be conferred, including the powers to
contract, rent, buy or sell personal or real property.
Section 2. General Prohibitions. The Council shall not engage in
any activities or exercise any powers that are not in furtherance of the
specific purpose of the Council.
Section 3. Right of Indemnity. To the fullest extent permitted by
law, this Council shall indemnity its 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 against them in connection with any
“proceeding” as that term is used in that Section, and including any
action by or in the right of the Council, by reason of the fact that the
person is or was a person described in that Section. “Expenses” as used
in the Bylaws shall have the same meaning as in Section 7237(a) of the
California Nonprofit Corporation Law.
Section 4. Approval of Indemnity. On written request to the Board
by any person seeking indemnification under Section 7237(c) of the
California Nonprofit Corporation Law, the Board shall promptly determine
under Section 7237(e) whether the applicable standard of conduct set
form 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 Officers who are parties to the
proceedings with respect to which indemnification is sought prevents the
formation of a quorum of Officers who are not parties to that
proceeding, the Board shall promptly call a meeting of the Council. At
that meeting, the Council delegates shall determine under Section
7237(e) whether the application standard of conduct set forth in Section
7237(b) or (c ) has been met; and, if so, the delegates of shall
authorize indemnification.
ARTICLE VI--OTHER PROVISIONS
Section 1. Inspections of Articles and Bylaws. The Council 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 Officers, all Members and
other such persons as required by law, at reasonable times.
Section 2. Maintenance of Council Records. The Council shall keep
adequate and correct books and account; written minutes of the
proceedings of the Council, Board, and committees of the Board; and a
written records of each Member’s name, address and type of membership.
Section 3. Inspection Rights. (i) Membership Records. With
reasonable notice and for a purpose reasonably related to the Member’s
interest as a member of the Council and so stated in writing, a Member
may inspect and copy the records of Members’ names, addresses, and
voting rights.
If the Board or Council 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.
(ii) Accounting Records and Minutes. With reasonable notice and
for a purpose reasonably related to the Member’s interest as a member of
the Council and so stated in writing, a Member may inspect, copy and
make extracts of the accounting books and records and the minutes of the
proceedings of the Council, the Board, and Committees of the Board.
Section 4. Endorsement of Documents, Contracts. Subjects to the
provision of any 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 Council and any other person, when signed by the President,
Vice-President, Secretary, or Treasurer shall be valid and binding on
the Council, in the absence of knowledge on the part of the other person
that the signing officers had no authority to execute the same.
Section 5. Constriction and Definitions. Unless the context
otherwise required, the general provisions, rules of construction and
definitions contained in Part 3 of the California Nonprofit Corporation
Code and in the California Nonprofit Mutual Benefit Corporation Law
shall govern the construction of these Bylaws.
Section 6. Amendments. New Bylaws may be adopted or these Bylaws
may be amended or repealed by approval of the 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 the vote of that greater number. No
amendment may extend an Officer’s term beyond that for which the Officer
was elected.
Section 7. Corporate Seal. The corporate seal shall be circular
in form and shall have inscribed thereon the name of the corporation,
the date of incorporation, and the word “California”.
Section 8. Principle Office. The Board shall, from time to time,
designate a Principle Office of record for all documents and
correspondence for the Council.
CERTIFICATE OF SECRETARY
I certify that I am a duly elected and acting Secretary of the
Southern California Council of Quilt Guilds, a California nonprofit
mutual benefit corporation, that the above Bylaws, consisting of 8
pages, are the Bylaws of this corporation as adopted by the Board of
Directors on May 23, 2010, and that have not been amended or modified
since that date.
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