Article I –NAME

A.    Name. The name of this organization shall be the Redwood Empire Quilters Guild herein after referred to as Guild located in Eureka, California.

Article II –MISSION

A.    Mission. The Redwood Empire Quilters Guild promotes the appreciation and preservation of quilts and quilt making. We sponsor and support educational opportunities that further public knowledge of quilts, quilt making and quilt history .

Article III –MEMBERS

A.    General. Membership in this organization shall be by written application and payment of appropriate dues. Membership categories shall include Individual, Associate, Guild and Business. Dues shall not be refundable. The membership year shall be August 1 to July 31.

B.    Rights of Membership. Individuals holding membership in the Guild shall have the right to vote for officers of the Guild, stand for election to any office, and may have such other rights and benefits of membership as the Board of Directors may from time to time determine.

C.    Annual Meeting. The annual meeting of the membership shall take place at the June Guild meeting.

Article IV -OFFICERS

A.    Number. The Officers of the Guild shall be the President, 1st. Vice President, 2nd. Vice President, Secretary, Treasurer, and Parliamentarian each of whom shall be elected by the membership at the annual meeting. The immediate Past President, whose term as director has expired, shall be an ex-officio director for one (1) year immediately following the end of the term of office. Any elected officer of the Guild may not hold a Guild position other than that to which said officer has been elected.

B.    Election. The Parliamentarian shall be chairperson of the Nominating Committee. At the April Guild meeting three (3) members at large are to be nominated/elected to prepared a slate of officers to be announced at the May meeting. At the May meeting nominations may be made from the floor with nominee consent. Officers shall be elected at the June annual meeting and take office at the beginning of the fiscal year, Article IX -Section A.

C.    Term. Officers of the Guild shall be elected for a two (2) year term. The -President, 2nd. Vice President and Treasurer shall be elected in even years. The 1st. Vice President, Secretary and Parliamentarian shall be elected in odd years. No officer may succeed themselves in the same office.

D.    President. The President shall be the chief executive officer of the Guild and preside at all Board of Directors meetings as well as Guild meetings. The President shall appoint all committee chairpersons with the approval of the Officers and be an ex officio member of all Guild committees except the Nominating Committee, preside at the annual meeting and sign all contractual agreements and checks.

E.    1st. Vice President. The 1st. Vice President shall serve in the absence of the President, plan the program/Location for each monthly Guild meetings, be a member of all workshop/seminar committees, and shall perform such duties as from time to time may be assigned by the President or Board of Directors.

F.     2nd. Vice President. The 2nd. Vice President shall coordinate all Guild workshops and seminars and shall perform such duties as from time to time may be assigned by the President and Board of Directors.

G.    Secretary. The Secretary shall take accurate notes and maintain minutes of the Board of Directors meetings, annual meeting and special meetings called by the Officers, provide an overview of Board minutes for publication in the monthly newsletter, provide correspondence when requested by the Board of Directors with a copy to the President, and shall perform such duties as from time to time may be assigned by the President or Board of Directors.

H.    Treasurer. The Treasurer shall keep accurate and timely financial records, prepare and explain to the membership method of payment used, receive all money for deposit and pay debts incurred, prepare a financial report monthly for the Board of Directors, prepare a balance sheet of income/expenditure monthly for publication in the newsletter, complete all federal and state tax returns in a timely manner, submit all financial records for the Guild year to the Audit Committee at the end of the Guild year for review, be a member of the Budget Committee, and shall perform such duties as from time to time may be assigned by the President or Board of Directors.

I.       Parliamentarian. The Parliamentarian shall assure that proper parliamentary procedure is followed at all meetings, be chairman of the Nominating Committee and shall perform such other duties as from time to time may be assigned by the President or Board of Directors.

Article V -BOARD OF DIRECTORS

A.    General Powers. The elected officers and chairpersons of the Standing Committees shall constitute the Board of Directors.

B.    Number of Directors. The number of directors shall be no fewer than five (5) nor more than fifteen (15). Each director has one(1) vote

C.    Tenure. The Officers shall serve a term of office described in Article IV, Section C. The Chairpersons of the Standing Committees shall serve a term of office as described in the Standing Committee guidelines.

D.    Meetings of the Board of Directors. The Board of Directors shall meet monthly unless otherwise agreed upon by a majority vote of the board.

E.    Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or any duly elected Officer.

F.     Notice of Special Meetings. Notice of any special meeting and a tentative agenda for that meeting shall be given at least five (5) calendar days notice sent by US mail or electronic mail.

G.    Quorum. To constitute a quorum for a Board of Directors meeting a majority must be present for roll call.

H.    Rules. Each committee shall adopt such rules and regulations for its meetings to conduct the appropriate activities. Such rules and regulations must be consistent with the By-laws and Standing Rules.

I.       Resignations. Any officer of the Board of Directors may resign at any time by giving written notice to the President or Secretary. Such resignation shall take effect when accepted by the Board of Directors. A Standing Committee chairperson of the Board of Directors may resign at any time by giving a verbal notice of resignation to the President or Secretary.

J.       Vacancy. Any vacancy in an ejected office or appointed position which occurs for any reason may be filled by the Board of Directors for the unexpired portion of the term.

Article VI -MEETINGS

A.    Meetings. Guild meetings shall be held the first Thursday of the month from September through June unless otherwise specified by the Board of Directors.

Article VII -QUORUM

A.    Quorum. A Guild meeting must have at least 25% of the membership present at roll call to constitute a quorum for the transaction of business.

Article VIII -CONTRACTS and CHECKS

A.    Contracts. The Board of Directors may authorize any officer or board member to negotiate, bid on and enter into any contract and deliver said contract on behalf of the Guild. Such authority may be general or confined to specific instances. All contracts shall be signed by the President and one (1) member of the Board of Directors with a copy to the treasurer.

B.      Checks.  All checks or other orders for payment of money shall be signed by two (2) officers, the Treasurer and the President. The Secretary shall have authority to sign in the absence of the Treasurer and/or President.

Article IX -FISCAL YEAR

A.    Fiscal Year. The fiscal year of the Guild shall be August 1 to July 31.

Article X -PARLIAMENTARY AUTHORITY

A.    Authority The parliamentary authority of the Guild shall be Roberts Rules of Order, Revised.

Article XI -HUMBOLDT AREA FOUNDATION FELLOWSHIP GRANTS

A.    Program. The Guild has created a fund at HAF to provide grants and fellowships to encourage interest, education and activities in the broad field of textile arts. The fund is held in trust at the foundation.

B.    Committee. A funding committee of three (3) people -two (2) from Guild Membership and one (1) non-Guild member with knowledge of the textile Arts field. The committee is appointed by the President and approved by the Board of Directors. The committee members shall serve a three (3) year Term on a rotating basis. No member of the Board of Directors may serve on this committee. The committee shall seek board approval fund those programs selected. This is a donor advised fund.

C.    Selection.-Criteria for selection of applicants is on file at HAF. The Guild committee shall meet with a foundation representative to coordinate the funding calendar each year, screen applicants and to select those Programs and/or individuals to receive funding.

Article XII -AMENDMENTS

A.    . Amendments. The By-laws may be altered, amended or repealed and new By-laws adopted by a vote of the Board of Directors and the membership as provided by California law. The Board of Directors may vote at any regular or special meeting of the Board, following approval by the Board, the proposed amendments shall be published in the Guild newsletter twenty (20) days prior to voting. Voting by the membership shall be by ballot. Amendments must be approved by a majority vote of the membership to be adopted.

Article XIII –DEDICATION/DISSOLUTION

A.    Dedication. The Guild is a nonprofit -Section 501(c)(4) –California Nonprofit Public Benefit Corporation. The Guild is irrevocably dedicated to social welfare/educational purposes and no part of the income or assets of the Guild shall ever benefit any officer, member, private individual or private business.

B.    Dissolution. Upon dissolution of the Guild its assets remaining after all debts and liabilities have been met shall be distributed to a nonprofit fund and/or foundation that most closely represent the mission of the Guild. The HUMBOLDT HERITAGE QUILT owned by the Guild shall be given to the Clarke Historical Museum, Eureka, California with an endowment to provide for the preservation of said quilt.