As amended by the Board and Members of the Southern California Council of Quilt Guilds, a California Nonprofit Mutual Benefit Corporation at the general meeting on 3 October 2015.
Section 1. General Purpose. The Southern California Council of Quilt Guilds (hereafter referred to as Council) is organized exclusively as a non-profit corporation within the meaning of Section 501(c)(3) 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.
Section 1. Membership. There shall be two categories for membership:
(i) Member Guilds 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 Member Guild shall elect or appoint, as their by-laws state, a delegate to serve on the Council. Each Member Guild shall be entitled to one vote at Council meetings.
(ii) Affiliate Members shall consist of teachers, vendors, 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. Affiliate Members shall NOT be entitled to vote at Council meetings but may serve as an elected Officer of the Council with full board rights therein.
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. Dues and the guild membership year shall be defined in the SCCQG Standing Rules.
Section 3. Rights Distributions. If the Council/corporation is dissolved, the Member Guilds 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:
The voluntary resignation of such Member
Upon expiration of membership due to failure to pay dues, fees, and assessments
Dissolution of such Member
The occurrence of an event that renders such Member ineligible for membership
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.
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 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..
Section 2. 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 3. Agenda Items Requiring Notice: The following agenda items require Member notification as outlined in Article III, Section 2:
• 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 4. Quorum. (i)Twenty-five (25% per cent of the delegates from Member Guilds 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. Voting. (i) Voting rights at all Council meetings rests with the delegate of Member Guilds in good standing at the record date of the meeting. (ii) Once a quorum is established, an affirmative vote of the majority present and voting shall be the act of the Council.
Section 7. Proxies. No voting by proxies shall be allowed.
Section 8. 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 9. 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.
ARTICLE IV-- OFFICERS
Section 1. Officers. The elected Officers of the Southern California Council of Quilt Guilds (the Board) 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. 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, remove, and endow committee chairpersons and committees, or individuals 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;
Section 3. Regular Meetings of the Board. The Board shall conduct regular meetings. The date, time, and location of such meetings will be determined by the President, and may include electronic or telephonic meetings.
Section 4. 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 5. 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 6. 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.
Section 7. 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 8. 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 9. 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 10. 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 11. 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 addressesThe Secretary shall have such other responsibilities given to him/her by the Board.
Section 12. 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 13. Newsletter Editor. The Newsletter Editor shall be responsible for assembling and publishing the quarterly Council Newsletter. The Newsletter Editor shall have such other responsibilities as given to him/her by the Board.
Section 14. 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 15. 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 3 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 AND DEFINITIONS
Section 1. Inspections of Articles and Bylaws. The Council shall keep the original or a copy of its Articles of Incorporation and of these Bylaws, as amended to date. The Treasurer maintains a copy of these documents and they are posted on the website. 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 are maintained on the SCCQG website and available as needed.
(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 and Contracts. Subject to the provision of any applicable law, contract, or other instrument in writing 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.
Section 5. Construction 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.
Section 9. Standing Rules Standing rules are related to the details of the administration of a non-profit corporation rather than to parliamentary procedure. A standing rule can be adopted by a majority vote at any general meeting without previous notice. It remains in effect until rescinded or amended. It can be amended by a two-thirds vote without previous notice or by a majority vote with such notice. It is not part of the bylaws but is usually printed with the bylaws.
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 6 pages, are the Bylaws of this corporation as amended by the Council on 3 October 2015, and that have not been amended or modified since that date.
Stephania Bommarito, Recording Secretary
SOUTHERN CALIFORNIA COUNCIL OF QUILT GUILDS STANDING RULES
(As provided for in bylaws Article VI, Section 1f.)
Approved by the Membership – 3 October 2015.
A. Membership Dues, Fees, Assessments, and Term
a) Member Guild. The annual membership fee for each Member Guild shall be $40.
b) Affiliate. The annual membership fee for affiliates (teachers, vendors, individuals) shall be $20.
2) Assessment for pro-rated insurance premium. The Member Guilds participating in the SCCQG Insurance Liability Policy shall pay a premium of $3.25 per member of their guild. The membership count of their guild at the time of payment of their premium should be an estimate of the full membership for the year.
3) Insurance certificate fees. Insurance certificate fees shall apply to each certificate requested/issued.
a) No rush (requested 60 days or more prior to the event/need date) - $10 per certificate
b) RUSH (requested less than 60 days prior to the event/need date) - $25 per certificate
c) Reissue – if a certificate is reissued due to incomplete/incorrect information provided by the guild there will be a reissue fee of $25
1) Council Fiscal and Membership Year – October 1 – September 30
2) Insurance Year – September 29 – September 28
3) Any officer of the Council that makes a contract in the name of the Council shall immediately give a copy of that contract to the Treasurer.
Note: For any contract initiated with a speaker or teacher (regardless of the amount to be
paid), a completed IRS W-9 form must be submitted to the guild treasurer along with a copy of the contract.
4) Copies of all documents and correspondence relating to financial matters shall be kept with the Treasurer’s records.
C. Procedure Manuals
1) Each officer is responsible for maintaining a procedure manual for their position and all other
documentation and supplies pertaining to their office, relinquishing these items to their successor at the time of their installment.
2) Where no procedure manual exists, one shall be prepared to include at a minimum the pertinent sections of the bylaws and standing rules and a guild calendar (maintained by the Parliamentarian).
3) Procedure manuals shall be updated with any notes or procedures of the position as to assist any
incoming officer or auxiliary position with assuming their responsibilities.
4) The Parliamentarian shall retain an outline copy of each position’s procedures manual.
D. Lifetime Membership. Lifetime membership shall be bestowed upon those SCCQG board members that serve a minimum of two 2-year terms on the Council. The Lifetime members list shall be maintained by the membership chair.
E. Right of Inspection. All members of the Board shall have the right of inspection, with reasonable notice, of all books, records and documents of the corporation, including the right to make photo copies.
F. Compensation. Members of the Board may receive reimbursement for their expenses, such as mileage, as may be approved or determined by the Board. Mileage shall be reimbursed at the current Government mileage reimbursement rate.