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FLYING NEEDLES QUILT GUILD INC.
BY-LAWS
ARTICLE I: GENERAL PROVISIONS
Section 1. Name
The name of this Organization shall be the Flying Needles Quilt Guild Inc., a not-for-profit corporation in the State of Florida.
Section 2. Purpose
The purpose of this organization is to preserve and continue the traditions, culture, and history of quilting. The organization will serve the general public by donations to other community service organizations. The organization will serve as a source of information and inspiration in quilting and related arts through the education of its members and the public in general by means of exhibitions, lectures, demonstrations, and workshops. The organization will encourage the heritage of quilt making and quilt collecting. The organization will be a gathering for people with this shared interest.
ARTICLE II: MEMBERSHIP
The corporation will function as a membership organization. Members will have a voice in the running of the corporation.
Section 1. Membership shall be by completion of membership application and payment of current dues.
Section 2. Annual dues shall be set by the Board of Directors and payable in October of each year. Members joining for the first time who join after March 31 in a given year may pay a prorated amount in that year.
Section 3. The Flying Needles Quilt Guild Inc. shall keep a record of all members and have available a directory of members. The directory shall not be used for commercial purposes.
Section 4. Members shall be eligible to vote on the amendments of the by-laws and for the election of officers.
ARTICLE III: MEETINGS
Section 1. The corporation shall hold an Annual Meeting each year. The Annual Meeting shall be held in September.
Section 2. The regular meeting will be the 2nd Thursday of the month; 10:00 a.m. in the morning. Workshops will be the 4th Thursday of the month, except November and December.
Section 3. Special meetings may be called by the Board of Directors if needed.
Section 4. At any time a vote of the members is taken, a simple majority of the members present shall constitute a quorum.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. The Board of Directors shall be composed of the officers of the corporation. The Past President shall serve for one year as an advisor to the Board of Directors.
Section 2. The initial Board of Directors shall be elected at the first Annual Meeting. Subsequent Board members shall be elected at each subsequent Annual Meeting.
Section 3. Directors shall serve on the Board of Directors with full voting rights and responsibilities.
Section 4. The Board of Directors shall manage the business of the corporation and have the responsibility to see that all corporate and financial duties and responsibilities are carried out. The Board of Directors shall have the power to authorize expenditures of corporate funds to the extent that the expenditures are within the limits of the budget adopted at the last Annual Meeting and any subsequent amendments.
Section 5. The members of the Board of Directors shall serve without fee or salary.
ARTICLE V: OFFICERS
Section 1. The officers of the corporation shall be a President, 1st Vice President, 2nd Vice President, Secretary and Treasurer. Officers shall be elected at the Annual Meeting each year.
Section 2. The President shall be responsible for presiding at all Board of Directors’ meetings, Annual Meeting, and General Meetings of the organization; shall be the chief administrative officer of the organization; and be authorized to sign checks.
Section 3. The 1st Vice President shall, in the absence of the President, serve in the order of that office and perform such duties as assigned to the President; shall assist the President in matters necessary to the functioning of the organization. The 1st Vice President is responsible for setting up short programs for the general meetings each month.
Section 4. The 2nd Vice President shall assist the President in matters necessary to the functioning of the organization; in the absence of both the President and 1st Vice President, shall serve and perform such duties as assigned to the President. The 2nd Vice President with the assistance of the Board of Directors schedules workshops for the year.
Section 5. The Secretary shall record the minutes of the Board of Directors, Annual, and General Meetings and present them to the membership. The Secretary shall perform other duties as are incidental to that office and are properly required, and shall be authorized to sign checks.
Section 6. The Treasurer shall be custodian of the funds of the organization; shall make payments in accordance with the budget; shall present a financial report at each General Meeting; shall present an Annual Report at the Annual Meeting; shall prepare a Proposed Budget; shall submit records for an audit; and shall file all required tax forms; and be authorized to sign checks.
Section 7. Vacancies among officers shall be filled by vote of the membership and the person chosen to fill the vacancy shall serve the remainder of the unexpired term of his or her predecessor.
ARTICLE VI: COMMITTEES
Committees shall be formed as needed by the Board of Directors to satisfy the programs and needs of the organization. Members may serve on more than one committee; but the Chairman may head only one committee. Committee Chairman positions are on a voluntary basis and therefore do not require a vote by the general membership. Committee Chairmen shall administer their respective activities and be responsible to the Board of Directors.
ARTICLE VII: VOTING AND ELECTIONS
Section 1. A simple majority vote of those members present is required for decisions requiring a vote.
Section 2. A nomination committee of three (3) shall be chosen by the President in June each year. The committee shall present its slate of nominees at the August general meeting. Nominations for office may be made from the floor preceding the election at the Annual Meeting.
ARTICLE VIII: FISCAL YEAR
The fiscal year shall be from October 1 to September 30.
ARTICLE IX: AMENDMENTS
The Board of Directors may submit to the membership any amendments to the Articles of Incorporation or By-Laws they deem necessary or appropriate for consideration and vote at the Annual Meeting or a Special Meeting called for this purpose. A copy of the proposed amendments shall be submitted to the membership prior to the meeting. If this is not possible, members shall be given adequate time to read and consider the amendment before a vote is taken. All amendments adopted by the membership to the Articles of Incorporation shall also be submitted to the Department of State, Division of Corporations as required by law.
ARTICLE X: PARLIAMENTARY AUTHORITY
Robert’s Rules of Order Newly Revised, as revised from time to time, shall govern all proceedings whenever applicable and not inconsistent with the Articles of Incorporation, these By-Laws, or any special rules which this organization may adopt.
ARTICLE XI: DISSOLUTION
The members of the corporation may, by majority vote dissolve the corporation at any Annual or Special Meeting upon proper notice being given. All assets of the corporation shall be distributed as allowed by law.
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