Revised by the Board and Members of the Southern California Council of Quilt Guilds, a California Nonprofit Mutual Benefit Corporation at the general meeting on July 15, 2023.
ARTICLE I – NAME
The name of this corporation is the SOUTHERN CALIFORNIA COUNCIL OF QUILT GUILDS, (hereinafter referred to as “SCCQG”), a non-profit mutual benefit corporation organized under the California Nonprofit Public Benefit Corporation Law and a tax-exempt 501(c) 3 corporation under the United States Internal Revenue Service Code.
ARTICLE II – PURPOSE
Specific Purpose. The specific purpose of the SCCQG is: a) To foster and promote knowledge and participation in the craft/art form of quilting, patchwork, applique, and other aspects of quilt making; b) To act as an information network to quilt guilds with similar objectives in promoting continued interest in quilt making; c) To provide a forum for cooperative endeavors among all quilt guilds in Southern California; d) To readily inform quilt guilds and individual quilters of resources available to them; e) To encourage development of friendships, state, nation, and world-wide; f) To foster education through the cooperative sharing of speakers, teachers, and programs for member guilds; g) To act as a resource for those persons wishing to organize new guilds; and h) To maintain a calendar of quilting events in the Southern California area and to make such information is readily available.ARTICLE III – MEMBERSHIP
Section 1. Membership. There shall be two categories of membership:
a) MEMBER GUILDS – Member Guilds shall consist of any quilting guild, related guild, or organizations with similar purposes, whose dues and fees are current as paid to the SCCQG. Each member Guild shall elect or appoint, as its bylaws state, a delegate to serve as a representative to the SCCQG. Each Member Guild shall be entitled to one vote at SCCQG meetings.
b) AFFILIATE MEMBER – Affiliate Members shall consist of teachers, vendors, and other individuals who share an interest or dedication to the Specific Purposes of the SCCQG and whose dues and fees are current as paid to the SCCQG. Affiliate Members shall NOT be entitled to vote at SCCQG General Membership meetings, but may serve as an elected officer of the SCCQG with full Board rights, but not the right to vote at SCCQG General Membership meetings.
c) MEMBERS - All categories of Membership shall be referred to as “Members.”
Section 2. Dues, Fees, and Assessments. Each Member category shall pay, as set by the Board of Directors (as defined in Article V and hereinafter 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 set in the SCCQG Standing Rules.
Section 3. 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 4. Termination and Suspension of Membership. The membership of any Member shall terminate upon occurrence of any of the following events:ARTICLE IV – MEETINGS
Section 1. General Membership Meetings. The SCCQG shall have General Membership meetings four (4) times each calendar year, once each in January, April, July, and October. The date, time, and place of meetings shall be set by the Board and stated in the Standing Rules.
Section 2. Notice of General Membership Meetings. Notice of General Membership Meetings shall be given at least ten (10) calendar days, no more than ninety (90) calendar 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 SCCQG. Notice shall be by electronic means or US Mail. The Annual Meeting of the SCCQG shall be the October General Membership Meeting each calendar year, but no later than November of each calendar year.Section 4. Agenda Items Requiring Notice: The following agenda items require Member notification as outlined in Article IV, Section 2:
Section 5. Quorum. Twenty-five (25) percent of the delegates from Member Guilds shall constitute a quorum for the transaction of business at any meeting of the SCCQG General Membership. Once a quorum is established, the SCCQG may continue to conduct business even though enough delegates have withdrawn from the meeting to leave less than a quorum.
Section 6. Voting. Voting rights at all Council meetings rests with the delegate of Member Guilds in good standing at the record date of the meeting. Once a quorum is established, an affirmative vote of the majority present and voting shall be an act of the SCCQG.
Section 7. Proxies. No voting by proxies shall be allowed.
Section 8. Election of Officers. Officers of the Board shall be elected at the Annual Meeting of the SCCQG as scheduled for October of each year for a term of two (2) years or until their successors are elected: a) Years ending in an EVEN NUMBER: President, Programs Chairperson, Newsletter Editor, and Secretary; b) Years ending in an ODD NUMBER: Vice-President Membership, Insurance Liaison, Treasurer, and Parliamentarian. Term of office shall commence immediately upon election and extend until successors are elected. Officers may be reelected.
Section 9. Nomination of Officers. A Nominating Committee, consisting of five (5) members, three (3) Member Guild delegates and two (2) Officers, shall be appointed by the President to solicit a slate of candidates. The Nominating Committee shall report its recommendations at the July meeting each year for offices scheduled for election at the Annual Meeting. Nominations of candidates from the delegates present and from the floor at the July meeting will be accepted.
Section 10. Vacancies Among the Officers. A vacancy in one of the Board positions shall be filled by a majority vote of the remaining members of the Board, present and voting, as soon as possible.
ARTICLE V – OFFICERS/BOARD OF DIRECTORS
Section 1. Officers. The elected Officers of the Southern California Council of Quilt Guilds (also referred to as “the Board”) shall be: President, Vice-President(s) Membership, Insurance Liaison, Programs Chairperson(s), Secretary, Treasurer, Newsletter Editor, and Parliamentarian. All of the Board positions may be held by more than one person. If the SCCQG elects two or more persons to the same officer position, they shall have only one vote at Board meetings.
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:
a) To establish and endow committees with specific powers and duties for them to carry out their approved responsibilities;
b) To make rules and regulations for the conducting of the affairs and activities of the SCCQG;
c) To pay SCCQG bills and manage the financial affairs of the SCCQG;
d) To comply with and respond to governmental requirements and regulations;
e) To assess dues, fees, and assessments;
f) 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 or by a majority vote of the positions filled on the Board and present and voting. Meetings may include electronic meetings. (See Article VIII).
Section 4. Special Meetings of the Board. Special Meetings of the Board for any purpose or purposes may be called at any time by the President, or any two (2) 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 is delivered by United States Mail. Meetings may include electronic meetings.
Section 5. Quorum of the Board. A quorum for meetings of the Board shall consist of a majority of positions filled of the elected Board member positions. The quorum 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 the positions filled of the elected Board members is required for the Board to take action on issues before the board including, but not limited to: creating and endowing committees, approving expenditures, approving programs, and approving budgets and contracts.
Section 7. President(s). The President shall also be the Chief Executive Officer of the SCCQG Corporation and shall act as Chairman of all General Membership and Board meetings. The President shall have general supervision, direction, and control over all the affairs and property of the SCCQG and such other duties as may be designated from time to time by the SCCQG or Board. The President shall have the power to appoint committees and committee chairpersons. The President shall be an ex-officio member of all SCCQG and Board committees, except the Nominating Committee and the Appeals Committee.
Section 8. Vice President(s) Membership. The Vice President Membership shall serve as Chair at all General Membership 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 SCCQG membership that shall include name and address of each Member.
Section 9. Insurance Liaison(s). The Insurance Liaison shall be responsible to act as liaison with the Member Guilds and as the SCCQG’s liability insurance agent and for all other responsibilities associated with insurance issues.
Section 10. Program Chairperson(s). The Program Chairperson(s) shall be responsible for planning SCCQG programs and for all other responsibilities associated with SCCQG programs.
Section 11. Secretary(ies). The Secretary shall act as the Chief Recording Officer of the SCCQG 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 General Membership and Board meetings and providing same to the General Membership and Board members for their approval. The Secretary shall maintain the SCCQG’s Articles of Incorporation and Bylaws as amended and a record of all Board members and their addresses. The Secretary shall maintain or cause to maintain a record of the Minutes of the SCCQG. The Secretary shall have such other responsibilities as given to him/her by the Board.
Section 12. Treasurer(s). The Treasurer shall act as the Chief Financial Officer of the SCCQG and keep and maintain adequate and correct accounts of the assets, liabilities, receipts, and disbursements of the SCCQG. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the SCCQG 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 SCCQG’s budget to the General Membership meetings and the Board. The Treasurer shall be responsible for disbursing funds of the SCCQG as authorized by the Board. The Treasurer shall be responsible for issuing an annual Budgetary Report, including the proposed new fiscal year budget, to the General Membership and the Board. The Treasurer shall have such other responsibilities as given to him/her by the Board.
Section 13. Newsletter Editor(s). The Newsletter Editor shall be responsible for assembling and publishing the quarterly SCCQG Newsletter. The Newsletter Editor shall have such other responsibilities as given to him/her by the Board.
Section 14. Parliamentarian(s). The Parliamentarian shall be responsible for assuring that all meetings and business of the SCCQG and Board are conducted in accordance with the current edition of Robert’s Rules of Order Newly Revised and in accordance with the SCCQG’s Bylaws. The Parliamentarian shall act as Chairman of the Appeals Committee and shall prepare proposed changes to the Bylaws and Standing Rules for possible action. The Parliamentarian shall have such other responsibilities as given to him/her by the Board.
Section 15. Removal from Office/Recall. An Officer of the Board may be removed from office With Cause by a two-thirds (2/3) vote of the Board OR by a majority vote of the General Membership at a special meeting called for such purpose, following the rules in the parliamentary authority. Officers of the Board may be removed from office Without Cause, provided Article III, Section 4 is adhered to, by a three-fourths (3/4) vote of the Board OR by a sixty (60) percent vote of the SCCQG at a special General meeting called for such purpose, following the rules in the parliamentary authority. His or her removal/recall may be appealed to the remaining Board members.
ARTICLE VI – POWERS AND INDEMNIFICATION
Section 1. General Powers. The General Powers of the SCCQG 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 SCCQG shall not engage in any activities or exercise any powers that are not in accordance with the specific purpose of the SCCQG.
Section 3. Right of Indemnity. To the fullest extent permitted by law, the SCCQG shall indemnify 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 SCCQG, 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 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 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 SCCQG. At that meeting, the SCCQG 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 VII – MISCELLANEOUS
Section 1. Inspections of Articles of Incorporation and Bylaws. The Board shall keep the original or a copy of its Articles of Incorporation and of these Bylaws, as amended. The Secretary(ies) shall maintain a copy of these documents and the documents shall be 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 SCCQG Records. The Board shall keep adequate and correct books and accounts; written minutes of the proceedings of the SCCQG General Membership meetings, Board meetings, and committee meetings; and written records of each Member’s name, address and type of membership.
Section 3. Inspection Rights. a) Membership Records are maintained on the SCCQG website and available as needed. b) Accounting Records and Minutes. With reasonable notice and for a purpose reasonably related to the Member’s interest as a member of the SCCQG 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 SCCQG, 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 SCCQG and any other person, when signed by the President, Vice President, Secretary, or Treasurer shall be valid and binding on the SCCQG.
Section 5. Construction and Definitions. 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. Fiscal Year. The SCCQG Fiscal Year shall be from Oct. 1 through Sept. 30 of each year.
Section 7. Amendments. These Bylaws may be adopted, amended, revised, or repealed by a two-thirds (2/3) vote of those present and voting at a General Membership meeting of the SCCQG, provided that a thirty (30)-day notice of such action has been sent to all Member Guilds or their representatives and to the Board electronically or by United States Mail. Changes to the Bylaws may be proposed by a Member Guild, its representative, or by the Board.
Section 8. 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 9. Principal Office. The Board shall, from time to time, designate a Principal Office of record for all documents and correspondence of the SCCQG.
Section 10. Standing Rules. The SCCQG General Membership or Board may adopt Standing Rules, which relate to the details of the administration of the SCCQG. The Standing Rules remain in effect until rescinded or amended. Standing Rules may be amended by a two-thirds vote of those present and voting without previous notice OR by a majority vote of those present and voting at a meeting of the Board or General Membership, provided a notice of such action shall be included in the Call to the meeting.
ARTICLE VIII – ELECTRONIC MEETINGS
Section 1. The SCCQG General Membership, the Board, and its committees may hold regular, special, and adjourned meetings by telephone or other electronic means (e-meetings), as long as all members of the group participating in the meeting can hear and communicate with each other and a roll call is taken or other means used to establish and confirm which members are participating in the meeting and that a quorum is present; all such members shall be deemed to be present in person at such a meeting.
Section 2. In addition, the Board and its committees may take action by e-mail, provided that a quorum is established or represented in the decision.
Section 3. The Board shall adopt Standing Rules regarding the process of holding electronic meetings (as outlined in Sections 1 and 2 above), including, but not limited to notice, quorum, voting, minutes, etc.
ARTICLE IX – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the SCCQG General Membership, the Board, and its committees in all cases to which they are applicable and in which they are not inconsistent with the laws of the State of California, the Articles of Incorporation, these Bylaws, or with any special rules of order the SCCQG Board may adopt.
ARTICLE X – DISSOLUTION
Section 1. Notice. The dissolution of the SCCQG may be considered at a meeting of the general membership called to consider dissolution, provided that the notice of dissolution has been sent to all members of the SCCQG at least thirty (30) calendar days prior to the vote on dissolution by US Mail or electronically.
Section 2. Vote. The vote needed for approval of dissolution shall be a majority of the entire SCCQG membership OR a two-thirds (2/3) vote of those present and voting at a meeting of the general membership called to consider dissolution. A quorum at a meeting of the entire SCCQG membership shall be twenty-five (25) percent of all members of the SCCQG.
Section 3. Distribution of Assets. After all bills and legal obligations have been paid and satisfied, all properties and assets and obligations shall be distributed and paid over to an organization(s) dedicated to charitable and/or educational purposes, similar to the purposes of the SCCQG, provided that the organization(s) continues to be dedicated to the exempt purposes as specified in the federal Internal Revenue Code, Section 501(c)3.
Section 4. No Assets to Member, Director, Officer. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person, individual, member, director, or officer of this corporation.
Amended – Oct. 3, 2015; Revised – July 15, 2023
CERTIFICATE OF SECRETARY(IES)
I certify that I am the duly elected Secretary(ies) of the Southern California Council of Quilt Guilds (SCCQG), a California nonprofit mutual benefit Corporation, that the above Bylaws consisting of ten (10) pages are the Bylaws of this corporation as revised by the General Membership of the SCCQG, on July 15, 2023, and are now in effect.
Jean Kuper, Secretary Kate Weber, Secretary
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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
1) Dues
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
B. Financial
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.