ByLaws and Standing Rules

Bylaws of the Kingwood Area Quilt Guild
A Non-Profit Corporation
Kingwood, Texas

Restated and Approved December 4, 1997Amended February 4, 1999, February 3, 2000, February 25, 2001, November 8, 2001, February 22, 2002, February 11, 2003, March 31, 2003, September 4, 2003, August 3, 2009, August 31, 2009, May 6,2010, and October 4, 2010.

ARTICLE I – NAME Section 1 - The name of this organization shall be the Kingwood Area Quilt Guild.
ARTICLE II – PURPOSE Section 1 - The Guild is organized and will be operated primarily for educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code or the corresponding provision or provisions of any subsequent United States revenue law.
Section 2 - The purpose of this Guild shall be to preserve the heritage of quilting, to promote the knowledge and understanding of all aspects of quilting, and to provide opportunities of continuing education among those interested in the art of quilting.

ARTICLE III - MEMBERSHIP
Section 1 - Membership is open to any individual who has an interest in quilts. Membership status shall be conferred upon receipt of a completed application and payment of organizational dues.
Section 2 - The Corporation shall have three classes of members. The designation of such classes and the qualification and rights of the members of such classes shall be as follows:
1.   Active Members: An active member shall be entitled to one vote on each matter submitted to a vote and shall be allowed to introduce motions for discussion of any issue placed before the membership for discussion or action by the membership.
2.   Junior Members: A junior member is a reduced rate dues-paying member, 18 or under, with no voting rights.
3.   Business Members: A business membership is to be held in the name of the business and shall not be representative of any individual person and shall have no voting rights.
Section 3 - The amount of annual dues shall be determined by a recommendation of the Board of Directors, subject to a vote of the members at a regular meeting.
Section 4 - Membership in this corporation is not transferable or assignable. Dues are not refundable.
Section 5 - Fiscal year begins September 1. Members whose dues are not paid by September 10 shall be automatically dropped from membership in the Guild with their voting rights suspended.
Section 6 - The Board of Directors, after an appropriate hearing, may suspend or expel any member for cause, after a two-thirds affirmative vote of all members of the Board of Directors, then followed by a two-thirds vote of active members, cause having been stated.

ARTICLE IV - MEETINGS
Section 1 - Regular meetings of the members of the Guild shall be held each month (unless otherwise ordered by the Guild or by the Board of Directors) for the purpose of transacting any business that may properly come before the meeting. Such meetings shall be at the place and time designated by the Guild President, Board of Directors or by the majority vote of the Guild members present at the preceding regular meeting.
Section 2 - The regular meeting in August shall be known as the annual meeting and shall be for the purpose of electing officers and for any other business that may arise.
Section 3 - Special meetings may be called by the President or by the Board of Directors or may be called by the written request of at least ten percent (10%) of the active members of the Guild. The purpose of the meeting shall be stated in the request. Except in cases of emergency, at least ten (10) days notice shall be given.
Section 4 - The President, the Board of Directors or the Guild members calling any special meeting may designate the location of the meeting.
Section 5 - A quorum shall be twenty-five percent (25%) of the active members as determined by the Vice President of Membership. If a quorum is not present at any meeting of members, no business shall be conducted, except that a majority of the members present may adjourn the meeting.
Section 6 - The President votes only to break a tie.

ARTICLE V - EXECUTIVE COMMITTEE
Section 1 - The Executive Committee shall be composed of the following seven (7) elected officers, President, 1st Vice President, 2nd Vice President, 3rd Vice President, Treasurer, Recording Secretary, and Corresponding Secretary. The Executive Committee shall have authority to manage the affairs of the Guild in a manner consistent with the policies of the Guild as outlined in the Articles of Incorporation and these bylaws.
Section 2 - The Executive Committee shall serve a one-year term being elected at the August annual meeting by the membership.
Section 3 - The annual meeting of the Executive Committee shall be held without other notice than this bylaw in conjunction with the annual meeting of members in August of each year. The regular meetings may be held at the time and place designated for meetings of the Board of Directors.
Section 4 - Special meetings may be called by the President or upon the written request of three (3) members of the Executive Committee. The person(s) calling such meeting shall designate the time and place of such meeting and shall provide at least three (3) days notice.
Section 5 - A majority of the Executive Committee shall constitute a quorum. In the event of a quorum not being present, a majority of the Executive Committee present may adjourn the meeting without further notice. .See Article VI for compensation (Sec. 2), vacancy (Sec. 6), and removal (Sec. 7).

ARTICLE VI – OFFICERS
Section 1 - The officers of the Guild shall be President, 1st Vice President of Membership, 2nd Vice President of Programs and Workshops, 3rd Vice President of Programs and Workshops, Treasurer, Recording Secretary, and Corresponding Secretary. Officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Guild. All officers shall be active members of the Guild.
Section 2 - Officers, as such, shall not receive any compensation for their services, but may serve the Guild in any other capacity and receive just compensation.
Section 3 - The Nominating Committee shall consist of five (5) members and two (2) alternates. Three (3) members and one (1) alternate shall be current members of the Board of Directors and shall be elected by the Board of Directors. Two (2) members and one (1) alternate shall be from the general membership and shall be elected by the general membership. Alternates would attend the committee meeting(s) but do not vote unless a committee member resigns. The Nominating Committee shall prepare and present a slate of officers consisting of one candidate for each elected office in the July edition of the newsletter and at the July regular meeting. At the regular August meeting additional nominations for any office may be submitted by Guild members provided the nominee has agreed to serve in that capacity.
Section 4 - The Officers shall be elected at the August meeting by the members present to serve for one year or until their successors are elected, and their term of office shall begin at the close of the annual meeting at which they are elected.
Section 5 - No member shall hold more than one elected office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office.
Section 6 - A vacancy in the office of President shall be filled by the 1st Vice President. Vacancies in any existing office other than the President shall be filled by a majority vote of the remaining Elected Officers. An officer elected to fill a vacancy shall be elected for the unexpired term of her predecessor.
Section 7 - Any officer may be removed by the unanimous vote of the remaining members of the Elected Officers and by a two-thirds vote of the members present at the next regular meeting whenever, in their judgment, the best interests of the Guild would be served.

ARTICLE VII - DUTIES OF OFFICERS
Section 1 - The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the Corporation. They shall preside at all meetings of the corporation and Board of Directors. They shall appoint all committee chairmen and be a member ex-officio of all committees, except the Nominating Committee. The President shall appoint an active member to fill any committee chairman vacancy, subject to the approval of the Elected Officers. The President shall sign, with the Recording Secretary or other appropriate officer of the Guild authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Guild. In addition, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 2 - The 1st Vice President shall act in the absence of the President. In case of resignation or permanent absence of the President, the 1st Vice President shall assume the office of the President until the term of office expires and have all the powers of and be subject to all the restrictions upon the President. It shall be the responsibility of the 1st Vice President to see that all new member applicants meet the qualification for membership, pay dues and receive directories and membership cards; to give the dues to the Treasurer, and to notify the Newsletter Editor and Beekeeper of the new applicant's name and address. The 1st Vice President shall update and distribute the directory and membership cards. The 1st Vice President shall perform such other duties as from time to time may be assigned to them by the President or the Executive Officers.
Section 3 - The 2nd Vice President shall work in conjunction with the 3rd Vice President and shall be responsible for coordinating, arranging and following up on programs and workshops throughout the fiscal year. In particular, the 2nd and 3rd Vice Presidents shall coordinate advance notice of such programs and workshops with the Newsletter Editor and plan and arrange programs for the next fiscal year. In the absence of the President and 1st Vice President, they shall call the meeting to order and preside. The 2nd Vice President shall perform such other duties as from time to time may be assigned to them by the President or the Executive Officers.
Section 4 - The 3rd Vice President shall work in conjunction with the 2nd Vice President and shall be responsible for coordinating, arranging and following up on programs and workshops throughout the fiscal year. In particular, the 2nd and 3rd Vice Presidents shall coordinate advance notice of such programs and workshops with the Newsletter Editor and plan and arrange programs for the next fiscal year. In the absence of the President, 1st Vice President, and 2nd Vice President, they shall call the meeting to order and preside. The 3rd Vice President shall perform such other duties as from time to time may be assigned to them by the President or the Executive Officers.
Section 5 - The Treasurer shall be bonded for the faithful discharge of their duties and shall have charge and custody of and be responsible for all funds and securities of the Guild. The Treasurer shall be accountable for recording all expenditures and income for Guild functions and activities; pay all authorized obligations and deposit all such monies in the Guild bank accounts. They shall submit a monthly financial statement to the Board of Directors and publish in the Newsletter a quarterly financial report. The Treasurer shall submit the financial records for an annual audit and prepare an annual report. They shall prepare a projected budget for the incoming Board of Directors with the assistance of the incoming Treasurer and President and the outgoing President in September. The Treasurer shall perform such other duties as from time to time may be assigned to them by the President or the Executive Officers.
Section 6 - The Recording Secretary shall keep the minutes of the general meetings, meetings of the Executive Committee and meetings of the Board of Directors; give all notices in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and the seal of the Guild, maintain record book(s) in which the bylaws, policies, committee reports, and minutes are entered with any amendments to these documents properly recorded, and have the current record book(s) on hand at every meeting. The Recording Secretary shall perform such other duties as from time to time may be assigned to them by the President or the Executive Officers.
Section 7 - The Corresponding Secretary conducts all general correspondence of the Guild and maintains the Post Office Box. The Corresponding Secretary shall perform such other duties as from time to time may be assigned to them by the President or the Executive Officers.

ARTICLE VIII - BOARD OF DIRECTORS
Section 1 - The Board of Directors shall consist of all officers of the Guild and Standing Committee Chairmen.
Section 2 - The Board of Directors shall have the general supervision of the place of meetings, make recommendations to the Guild, and shall perform such other duties as are specified in these bylaws. The Board of Directors shall be subject to the orders of the Guild and none of its acts shall conflict with the action taken by the Guild.
Section 3 - A Committee Chairman must be an active member of the Guild.
Section 4 - Unless otherwise ordered by the Committee, regular meetings of the Board of Directors shall be held on a monthly basis at a day and time agreed upon by said Committee. Special meetings of the Board of Directors may be called by the President and can be called upon the written request of three (3) members of the Committee.
Section 5 - A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Committee.
Section 6 - There will be no voting by proxy.
Section 7 - All Guild related expenses, contracts, and obligations must have prior approval of the Board of Directors. Expenses must be accompanied by appropriate receipts before disbursements can be made.
Section 8 - The President with the approval of the Board of Directors may, when necessary, appoint special committee chairmen to become non-voting members of the Committee for such time as is necessary to perform their duties. Special committees may be dissolved as deemed necessary.

ARTICLE IX - PARLIAMENTARY AUTHORITY
Section 1 - The rules contained in the most current edition of Robert's Rules of Order shall govern the Guild in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Guild may adopt.

ARTICLE X - AMENDMENT OF BYLAWS
Section 1 - These bylaws may be amended at any regular meeting of the Guild by a two-thirds vote of the members present, provided the requirements for a quorum have been met and the amendment has been made available to the general membership thirty (30) days prior to the vote.
Section 2 - Changes to the bylaws may be proposed by the membership-at-large or the Board of Directors.

ARTICLE XI -   REPEAL OF BYLAWS
Section 1 - These bylaws become effective upon adoption by the general membership at which time all previous bylaws are repealed.

Standing Rules of the Kingwood Area Quilt Guild

Restated and Approved December 4, 1997Amended September 4, 2003, August 1, 2005, September 5, 2006, July 2, 2007, October 1, 2007, August 25, 2008, September 2, 2008 and August 3, 2009.

ARTICLE I - COMMITTEES - General Duties
Section 1 - The President, with approval of the Elected Officers, shall appoint, suspend, or abolish standing or special committee chairmen as deemed necessary to carry out the actions of the Guild.
Section 2 - Chairmen are required to attend the monthly Board of Directors meetings or give a report to the President prior to the meeting.
Section 3 - Chairmen shall account for all monies budgeted to their committee.
Section 4 - All committees shall communicate to the general membership via the newsletter when necessary and publicize their activities as needed.
Section 5 - All Officers and Committee Chairmen shall keep a notebook or record to be handed over to her successor.

ARTICLE II - STANDING COMMITTEES
Section 1 - Auction Chairman shall be responsible for the organization and coordination of the Auction.
Section 2- Beekeeper Chairman shall be the liaison between the Board of Directors and the bees. The Beekeeper shall host occasional "New Members' Teas" to introduce the bee concept to new members and to form groups appropriate to those members' time constraints and interests. The Beekeeper shall keep a directory of all bees with member's names, meeting times, and group objectives.    (See Article III for Definition.).
Section 3 - Community Outreach Chairman shall coordinate the guild’s involvement in local community outreach projects to which we donate articles. The chairman shall allocate all charitable donations (given in the name of KAQG) as recommended by the membership and approved by the Board of Directors.
Section 4 - Door Prize Chairman shall be responsible for coordinating monthly door prizes.
Section 5 – Historian/Photographer shall document the history of Guild activities and keep a scrapbook of newspaper articles, photos, programs and assorted memorabilia of the Guild’s activities. The Historian shall be accountable for maintaining and updating the inventory records of the Guild’s heirlooms, such as awards, garments, logo quilts, and other quilts that are maintained by the Guild. She shall be responsible for taking photographs of Show and Tell and any other activities at the monthly Guild meeting and monthly workshops, and any other guild activities for publication in the monthly newsletter.
Section 6 - Hospitality Chairman shall be responsible for greeting members and guests at meetings and for making and updating nametags. Hospitality shall have the guest register at each meeting and make follow-up contact with guests.
Section 7 - Librarian shall be responsible for maintaining the Guild library and bringing a selection of library books to monthly guild meetings. She shall be responsible for using her budget for purchasing books and updating the library list for the members’ directory. The Librarian shall collect fines for overdue books.
Section 8 - Newsletter Chairman shall be responsible for publishing and distributing a monthly newsletter to communicate Guild information to the membership.
Section 9 - Parliamentarian shall maintain order during the regular meeting following Robert's Rules of Order Revised.
Section 10 - Quilt Show Chairman shall be responsible for the organization and coordination of the Kingwood Area Quilt Show.
Section 11 - Lottery Block Chairman shall be responsible for selecting and publishing a block with directions one month before the blocks are due.
Section 12 - Refreshment Chairman shall be responsible for organizing and serving refreshments and cleaning up at regular Guild meetings.
Section 13 - Show and Tell Chairman shall be responsible for presenting the items brought for Show and Tell.
Section 14 - Webmistress Chairman shall be responsible for updating and maintaining the web site.
Section 15 - Retail Sales Chairman shall be responsible for the items offered for sale by KAQG. The chairman shall coordinate with the approval of the Board of Directors the ordering, inventory and collection of payment and taxes.
Section 16 - Education Chairman coordinate involvement in local community activities to which we are invited to demonstrate our craft. She shall select an appropriate book to be donated to each of the Elementary schools in Humble ISD as well as one other area school district each year.
Section 17- Block of the Month Chairman dedicated to designing, implementing, and final product of a block of the month program.

ARTICLE III - BEES
Section 1 - Bees are independent friendship groups that generally meet at member's homes to share fellowship and their love of quilting.   Each group determines its own scope, purpose and size. Anyone can start a new group and you may belong to as many as your energy and commitment allow. The Beekeeper helps create new groups as needed and publishes a list of all bees to be included in the member's directory and brought to all meetings.

ARTICLE IV - LIBRARY
Section 1 - The Guild will maintain a library of quilt books and related items and make a selection available at general meetings.
Section 2 - Members may check out books for a one-month period. A fine of $1.00 per month per item will be charged for overdue items.

ARTICLE V - NEWSLETTER
Section 1 - A monthly newsletter will be published by the guild for the purpose of informing all members of upcoming meetings and events.
Section 2 - Collection of Newsletter Ads and Business Membership Dues will be the responsibility of the Newsletter Chairman. Ads must be quilt related. Rates are as follows:                                                                          Business Members      Non-Business Member            Size                 Monthly Rate         Annual Rate                Annual Rate            Business Card     $ 10.00                    $60.00                         $ 100.00            Quarter Page        20.00                      125.00                         175.00            Half Page             30.00                      175.00                         275.00            Full Page              60.00                      275.00                         550.00 Annual Newsletter ads will be for the KAQG fiscal year of September 1 to August 31. Annual ads that begin during that period will be prorated for the remainder of the year.
Section 3 - Active members (as defined in the bylaws) may place a personal classified ad at a rate of $2.00 for a maximum of two lines. Business card or larger size ads require a business membership in order to receive business membership rates.

ARTICLE VI - DUES
Section 1 - Dues shall be $25.00 per year for active members, $10.00 per year for junior members and $35.00 per year for business members. For new members joining after March 1, the required dues will be one-half the annual membership rate. In order to renew a Guild membership, each member must be in good standing with no outstanding debts to the Guild, i.e., library fines, returned checks, etc.

ARTICLE VII - WORKSHOPS
Section 1 - The Kingwood Area Quilt Guild will provide workshops for its members. Participants must pay the fee to the workshop chairman in order to register for the workshop. In order to receive a refund of the workshop fee, a participant who is unable to take the workshop must notify the workshop chairman fourteen (14) days or more in advance or, if no one from the waiting list can take her place, she must find her own replacement, otherwise she will forfeit the fee.
Section 2 – Cost for program workshops shall be determined by dividing the maximum number of students in the class, as defined by the contract, into the workshop fee.Non guild members will pay $20.00 more than the determined cost. This change will be effective as of February 1, 2010. Effective January 1, 2011, the minimum charge to each member participant for a workshop will be $35.00.
Section 3 - The 2nd and 3rd Vice Presidents are not required to pay the workshop fee when they facilitate the workshop.
Section 4 - Workshops may be taught by KAQG members as follows: up to three hours is considered half a day; four hours or more is considered a full day; the cost to be set by the teacher with the advice and consent of the Program Chairmen. All money is to be paid to the Guild and the Guild will pay 80% to the teacher and 20% to the Guild. The teacher will set attendance requirements. The Guild will secure the work place.
Section 5 - Members who are also professional quilt teachers may choose to teach under a program contract or as a KAQG member.

ARTICLE VIII - AWARDS - Given
Section 1 - The Silver Thimble Award is given annually to a member or members of the Kingwood Area Quilt Guild in recognition of their exceptional efforts to promote the art of quilting through outstanding dedication to the skills, knowledge and personal involvement in Quilt Guild activities.The recipients are chosen by secret ballot by members present at the August meeting; each member enters the name of up to three (3) persons on the ballot. The outgoing president and two former Silver Thimble Award recipients count the ballots, choose the recipients and present up to five (5) awards at the September meeting. The Kingwood Area Quilt Guild Board of Directors has the option to award an additional Silver Thimble to an individual who has distinguished him\herself for their work in the Guild.
Section 2 - The Trailblazer Award is the highest honor of the Guild and is bestowed on individual(s) who have blazed new paths for the Guild and have shown outstanding leadership and service to the Guild and the Art of Quilting. The award is given at the discretion of the Board of Directors and written nominations from the membership shall be presented to the Board of Directors for consideration. This award is not necessarily an annual award.
Section 3 – The Golden Needler Award is given to a Guild member's spouse who has shown outstanding support of Guild activities. The award is given at the discretion of the Board of Directors and written nominations from the membership shall be presented to the Board of Directors for consideration. This award is not necessarily an annual award.
Section 4 – The Hall of Fame Award is given in an effort to recognize those members who have given years of dedicated service. These members shall be recipients of the Silver Thimble in a prior year. Only two members may be inducted into the Hall of Fame per fiscal year. The award shall be a certificate suitable for framing or as the Board of Directors may determine. A permanent record will be published in the directory of membership. Nominations must be submitted in writing and may come from any guild member and will be considered by the Board of Directors. This award is not necessarily an annual award.
Section 5 – The Lasting Legacy Award is given annually to a member or members of the Kingwood area Quilt Guild in recognition of their exceptional efforts to further the art of quilting through their extensive years of dedication to the art; sharing their skills and knowledge of quilts for future generations. Nominees for this award would be by the General membership at the August meeting and voted on by the Executive Committee and awarded at the September meeting.

ARTICLE IX - AWARDS - Received
Section 1 - When an item/quilt made by the Kingwood Area Quilt Guild receives any award or recognition, that award remains with the Guild. The item itself will remain the property of the Guild, under the care of the Historian, unless specifically designated otherwise.

ARTICLE X - CORRESPONDENCE OF NOTABLE EVENTS
Section 1 - Acknowledgment of notable events shall be limited to correspondence sent by the Corresponding Secretary on behalf of the members of KAQG. However, when an active guild member passes away, the Board of Directors may authorize a donation in said member’s name to the guild library.

ARTICLE XI - AMENDMENTS TO THE STANDING RULES
Section 1 - Proposed amendments to the Standing Rules must be submitted to the President in writing prior to the regular scheduled meeting of the Board of Directors. The amendment will be read, discussed, and voted on at the meeting. A two-thirds majority of the votes cast by members present at the meeting shall constitute the acceptance of the proposed amendment provided the requirements for a quorum have been met.

ARTICLE XII – SPECIAL COMMITTEES
Section 1 - Special Committees are established for a short-term specific purpose as required by the Guild. These committees are suspended upon the completion of their necessary action. During their existence, chairmen of these committees are non-voting members of the Board of Directors. Other Special Committees may be established as needed.
Section 2 - Audit committee members are appointed by the President at the October meetings to review the books for the prior year. Membership shall be 2 members from the Board of Directors and 1 from the General Membership. The old and new Treasurers should also be present at the meeting.
Section 3 - Holiday Party Chairman shall be appointed by the President to work in coordination with the 2^nd and 3^rd Vice President of Programs for the purpose of planning the program portion of the December General Meeting.
Section 4 - Nominating Committee members shall be elected at the May meetings as follows: 3 regular and 1 alternate by and from the Board of Directors and 2 regular and 1 alternate by and from the General Membership. The regular committee members present at the first committee meeting shall elect the chairman of the committee. The slate of officers shall be given to the President and announced at the July Board of Directors meeting. The President will announce the slate of officers at the July general meeting and given to the Newsletter Chairman for publication in the July newsletter.
Section 5 - Retreat Chairman shall be appointed by the President and be responsible for the coordination and planning of the Guild’s retreat in accordance with the Guild’s established guidelines.
Section 6 - Donation Quilt Chairman is responsible (along with a committee, the size of which is to be determined by the chairman) for the design and construction of the donation quilt for the next KAQG quilt show. When the top is complete, she shall coordinate taking bids for the quilting process and with approval by the Board of Directors, award the contract for quilting. When the quilting work is complete, the quilt shall have the binding, a label and four-inch sleeve sewn on. The completed donation quilt shall be presented to the guild membership at the September guild meeting the year prior to the KAQG quilt show.
Section 7 – The Activity Committee chairman is responsible for coordinating activities for guild members throughout the year. These events can be bus trips, workshops, lunches, or any event available to all guild members.