Article I Name
The registered name of this organization is Gwinnett Quilters’ Guild, INC, a 501(c)(4) corporation for charitable and educational purposes according to the IRS code of 3-4-2009.
Article II Purpose
The purpose of the Guild is to promote and perpetuate the art of quilting. The Guild is a non-profit organization operating under IRS Code 501(c)(4) for charitable and educational purposes. The Guild’s tagline is “Hands All Around Where Friendship Abounds” represented by the Guild’s quilt block logo, “Hands All Around”.
Article III Members
3.01 Membership will be granted to any interested person twelve (12) years and older upon the completion of a membership application and payment of dues.
3.02 Each current member will have one vote in the consideration of business presented in general meetings.
3.03 The amount of annual dues will be determined by a recommendation of the Executive Board, subject to a vote of the members at a regular Guild meeting.
3.04 The Executive Board, by unanimous vote, may suspend or expel any member for cause after an appropriate hearing.
Article IV Meeting
4.01 A regular meeting of the Guild will be held monthly.
4.02 One meeting per year will be held for the purpose of election of officers. The following general monthly meeting will be for the induction of elected officers.
4.03 Fifty-One (51) percent of the current Guild members will constitute a quorum for the transaction of Guild business. A two-thirds vote is required to adopt a motion.
4.04 The President and/or two (2) members of the Executive Board may call special meetings.
Article V Board of Directors
5.01 The Board of Directors of the Gwinnett Quilters’ Guild, Inc. will be known as the Executive Board and is responsible for administration of the Guild Bylaws, Policies and Procedures.
5.02 The Executive Board consists of the elected positions of President(s), Vice Presidents(s), Secretary, Treasurer, and Program Chairperson(s).
5.03 The Executive Board will be elected for a term of one year and may serve no more than two consecutive terms.
5.04 The President and/or two (2) members of the Executive Board may call special executive Board meetings.
5.05 A majority vote of the Executive Board is required to adopt a motion.
5.06 Any elected Executive Board member may resign by delivering written notice at any time to the Executive Board President.
5.07 Any vacancy in elected office will be filled by appointment by a majority vote by the Executive Board.
5.08 The Executive Board may appoint special ad hoc committees as necessary.
5.09 Administration of the Gwinnett Guild operations will be outlined in the Policy and Procedure Manual.
5.10 The Policy and Procedure Manual will be reviewed annually and revised as necessary by the Executive Board.
Article VI Officers
6.01 The officers of the Gwinnett Guild are composed of the Executive Board and Standing Committee Chairpersons, which will be known as the Board.
6.02 The Standing Committee Chairperson(s) is/are appointed by the President to support the purpose and function of the Guild.
6.03 The Chairperson(s) of each committee will attend all Board meetings.
6.04 The Board will hold monthly meetings.
6.05 Each Board member will have one vote in consideration of business before the Board.
6.06 Fifty-One (51) percent of the current Board members will constitute a quorum for the transaction of Guild business. A two-thirds vote is required to adopt a motion.
6.07 Any Standing Committee Chairperson(s) may resign by delivering written notice at any time to the Executive Board President.
6.08 Any vacancy in Committee Chairperson(s) will be filled by appointment by the President.
Article VII Amendment of the Bylaws
7.01 The Executive Board may amend, repeal and/or adopt new Bylaws.
7.02 All Guild members may propose changes to the Bylaws to the Executive Board. Bylaws will be reviewed annually and revised as necessary by the Bylaws Committee.
7.03 The Executive Board will review the proposed change. Any proposed amendment(s), repeal(s), or new content must be published the following month in the newsletter and presented at the next Guild general meeting.
7.04 Fifty-One (51) per cent of current Guild members will constitute a quorum for acceptance of the change(s) at the next general Guild meeting. A two-thirds vote is required to adopt a motion. New changes will be filed with the Georgia Secretary of State and Internal Revenue Service to maintain non-profit incorporated status.
Article VIII Parliamentary Authority
All meetings will be conducted using Robert’s Rules of Order.
Article IX Dissolution
9.01 The dissolution of the Gwinnett Quilters’ Guild,Inc. will be determined by a fifty one (51) per cent quorum of current members. A two-thirds vote is required to adopt a motion.
9.02 Suggestions for disbursement of assets will be obtained from Guild members and determined by a fifty-one (51) percent quorum of current members. A two-thirds vote is required to adopt a motion.