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ARTICLE I – NAME
The name of this organization shall be the ACACIA QUILT GUILD OF ORANGE COUNTY,
hereinafter referred to as the Guild.
ARTICLE II – PURPOSE & LIMITATIONS
Section 1. The purpose of this Guild shall be:
a) To promote cooperation and exchange of ideas among those persons interested in
or engaged in quilting.
b) To further the education and skill levels of the members of this guild.
c) To preserve the heritage of quiltmaking and to educate the public as to the
significance and history of quilting as an art form as well as an ongoing craft.
d) To assist Acacia Adult Day Services – Acacia Northwest (hereafter referred to as
Acacia-Northwest) through fundraising activities by donating quilts.
Section 2. The Guild shall operate as a non-profit organization. All activities of the Guild
shall be conducted in such a manner that no part of the net income shall benefit any
individual member, except as noted in the Bylaws and Standing polices and except as that
member may be hired as principal lecturer/teacher by the Board.
Section 3. In the event of dissolution, any and all properties owned by the Guild shall be
distributed to other quilting guilds or other non-profit organizations as the Board shall
select as recipients.
ARTICLE III – MEMBERSHIP
Section 1. Membership in this Guild shall be open to anyone 16 years of age or older
interested in quilting. Individuals under the age of 16 seeking membership need approval
on a case by case basis. To be a member of this Guild, each member must pay dues as
established by the Board and approved by the membership. The membership year is June
1 through May 31st.
Section 2. A member is defined as one who pays dues or has been awarded Life
Membership, participates in Guild activities and/or serves on committees, has voting
privileges, has the right to hold office, may serve as a committee chair, and agrees to abide
by the Bylaws and the Standing Policies of the Guild.
Section 3. The Board is authorized to establish, with the approval of the membership, an
appropriate numerical limitation on the size of the Guild membership as is necessary to
sustain an effective organization.
ARTICLE IV – THE BOARD
Section 1. The Board shall consist of all elected officers, standing committee chairpersons
and the immediate past president. Board members accepting positions agree to perform
their duties proficiently in the best interest of the Guild.
Section 2. The term of the Board is from the June General Guild meeting installation to
the following June installation. Board members are elected or appointed for a one year
term or until a successor is appointed. Board members may serve a maximum of two
consecutive terms in the same position. Sharing a Board position counts as one term for
each person co-chairing.
Section 3. The positions of President, Secretary and Treasurer may only be held by one
person at a time. All other Board positions may be co-chaired by two or more members.
Section 4. Attendance at Board meetings is required. If a Board member has missed more
than three consecutive Board meetings without being excused, the Board has the
authority to declare the office vacant.
Section 5. All Board Members shall present reports (either written or verbal as defined in
their position descriptions) at each monthly Board meeting. If a Board member is unable
to attend the meeting, their absence must be reported to the President prior to the
meeting.
Section 6. A quorum is the number of Board members required to transact Guild business
at a Board meeting. A minimum of 50% plus one Board member shall constitute a quorum
at a Board meeting.
ARTICLE V – OFFICERS AND DUTIES
Section 1. The elected officers of the Guild shall be: President, Vice President -
Programs, Vice President - Philanthropy, Secretary, and Treasurer.
Section 2. The President oversees all Guild activities and presides at all meetings of the
Guild and the Board. The President shall appoint, with Board approval, all committee
Chairpersons not otherwise provided for and serve as an ex-officio member of all
committees except the nominating committee.
Section 3. The Vice President - Programs shall schedule and prepare contracts for
programs and workshops for the Guild meetings with the approval of the Board. The Vice
President - Programs shall also perform all duties of the President in the President’s
absence.
Section 4. The Vice President - Workshops shall register students, collect fees, be
responsible for and display teacher samples, attend the workshops and be available to
assist the teachers and students as needed.
Section 5. The Secretary shall record the proceedings of the General Guild and Board
meetings and special meetings as called by the President. The Secretary shall maintain a
record of all meetings as well as keep the Bylaws and the Standing Policies up-to-date.
Section 6. The Treasurer shall maintain accurate books recording all the Guild
transactions. Financial statements and reports required by the Guild to comply with
federal and state regulations shall be prepared and submitted to the Board and posted for
the membership monthly. The Treasurer shall deposit all monies to the credit of the
Guild. The Treasurer shall submit the books for audit within 30 days of fiscal year end. A
review or audit may be requested by the Board at any time. The Treasurer is responsible
for the filing of tax returns for the fiscal year end in which the term was served.
The Treasurer shall act as Chairperson of the Budget Committee which consists of one
member from the Board and three volunteers from the general membership. This
committee shall prepare an annual budget proposal for presentation by the Treasurer at
the annual business meeting in May.
Section 8. The Immediate Past President shall serve as advisor and member of the Board.
Section 9. The President, Secretary and Treasurer of the Guild shall serve as the Board of
Directors of this Organization for the purposes of incorporation.
ARTICLE VI – STANDING COMMITTEES
Section 1. The Standing Committees shall be:
Acacia Northwest Representative
Acacia Quilt Committee
Door Prizes
Equipment
Historian
Hospitality
Librarian
Membership
Newsletter
Opportunity Basket
Parliamentarian
Philanthropy
President’s Quilt committee
Publicity
Sew So Late – Phone Tree
Quilt Show
Southern California Council of Quilt Guilds Representative
Sunshine and Shadows
Ways and Means
Section 2. Standing committee chairpersons will be appointed by the President Elect with
Existing Board approval. Standing committee chairpersons have a total of one vote
regardless of how many co-chairpersons share the position. In the event the co-chairs
disagree, they shall abstain from voting. Committee chairpersons shall select necessary
committee members.
a) Committee chairpersons cannot arbitrarily change or omit the duties of their
position as outlined in the position description without Board approval.
b) Committee chairpersons are required to keep current procedure manuals for their
position and to make this information available to their successors at the joint Board
meeting in June.
c) Committee chairpersons are required to submit a budget recommendation to the
Board at the March Board meeting for the upcoming fiscal year for their respective
committees. Copies of the budget recommendation shall go to the President, Treasurer,
with a copy to be placed in the Committee’s procedure manual.
Section 3. The Acacia Northwest Representative shall be a member of the Acacia
northwest Board and shall report back to the Acacia Quilt Guild Board and general
members of the guild any activities relevant to the guild.
Section 4. The Acacia Quilt Committee Chairperson shall Chair the committee responsible
for making the required Acacia Northwest quilts and opportunity quilts for the guild.
Section 5. The Door Prizes Chairperson shall be responsible for collecting door prizes from
participating quilt shops, drawing tickets and passing out prizes at the general meetings.
The Chairperson shall be responsible to see that the Thank you notes to the door prizes
providers shall be pre-addressed and stamped and be handed out with each prize.
Section 6. Equipment Chairperson shall keep an inventory of all equipment belonging to
the guild and shall be responsible for setting up equipment at each meeting. The
Chairperson shall be responsible for the enforcement of the rules pertaining to the
equipment listed in Standing Policies.
Section 7. The Historian Chairperson shall record all Guild events and create an archival
record to be kept in the library permanently. Special care is to be taken to preserve the
history of the Guild. The Historian will compile a book for each year. The books belong to
the Guild.
Section 8. The Hospitality Chairperson shall arrange refreshments and other details
needed to promote a social atmosphere at all meetings and functions of the Guild.
Section 9. The Librarian will be responsible for the collection and cataloging of all
publications included in the Guild’s Library and the enforcement of the rules of the
Library listed in Standing Policies.
Section 10. The Membership Chairperson Shall collect dues at the general meetings and
keep all membership records and lists up to date. The Membership Chairperson shall
advise the Board of membership status.
Section 11. The Newsletter Chairperson shall edit the monthly newsletter and include
articles pertaining to all Guild meetings, workshops, functions and quilt related
information. The Newsletter Chairperson shall solicit advertising for the newsletter and
enlist members of the Guild to form a committee to help.
Section 12. The Opportunity Basket Chairperson shall be responsible for collecting and/or
purchasing articles to be placed in the basket for each general meeting and sell tickets for
the drawing.
Section 13. The Parliamentarian shall direct the Board and the membership in
accordance with the Guild’s Bylaws and Standing Policies, supervise Guild elections,
advice on parliamentary procedures and interpret the Bylaws when requested. The
Parliamentarian shall chair the nominating Committee and present the slate of officers to
the Board at the March Board Meeting for approval. The parliamentarian shall chair the
Bylaw and Standing Polices Revision Committee.
Section 14. The Philanthropy Chairperson shall schedule and/or organize philanthropic
programs and activities as well as solicit philanthropic donations.
Section 15. The President’s Quilt Committee shall be chaired by the Immediate Past
President who shall form a committee to make a quilt for the current Guild President at
the end of her/his term.
Section 16. The Publicity Chairperson shall be responsible for placing articles regarding
the guild in local newspapers and other publications.
Section 17. The Sew-So-Late/Phone Tree Chairperson shall organize phone calls to all
board member and general members without e-mail as directed by the President and shall
coordinate the Sew-So-Late events.
Section 18.The Quilt Show Chairperson shall preside over the Quilt Show and enlist
members of the Guild to form a committee to help put on the Show. The term of office will
be for two years and up to 90 days after the conclusion of the event.
Section 19. The Southern California Council of Quilt Guilds Representative shall attend
the quarterly Council meetings as a representative of the Guild and report information
pertinent to the functioning of the Guild.
Section 20. The Sunshine and Shadows Chairperson shall announce current news about
the welfare of member of the guild at the general meeting and shall place announcements
in the newsletter. It is the Chairperson’s responsibility to send greeting cards (get we..,
birthday, condolences and congratulation, etc.) to members when appropriate.
Section 21. The Ways and Means Chairperson shall initiate and supervise fund raising
events at Guild meetings.
ARTICLE VII – ELECTIONS
Section 1. The Nominating Committee of Five (one member from the Board, three
volunteers from the general membership plus the Parliamentarian) shall be formed in
January to seek candidates for the elective offices. The list of proposed officers shall be
presented to the Board at the March Board meeting. The list of proposed officers shall be
published in the April newsletter and be presented at the April general meeting. The
election shall be held at the May general meeting.
Section 2. No member of the nominating committee may be a nominee for an elected
office.
Section 3. Additional nominations may be made from the floor at the April general meeting
with the written or verbal consent of those nominees. If there is only one nominee for
each office, the slate may be elected by voice vote of the majority of members present:
Otherwise, voting shall be by ballot.
Section 4. An absentee ballet shall be published in the newsletter for those members
unable to attend the May general meeting.
Section 5. The newly elected officers will take office in June.
ARTICLE VIII – MEETINGS
Section 1. General meetings of this Guild will be held monthly at the date, time and
location set by the Board with the approval of the membership.
Section 2. There will be no non-quilt guild related solicitations at any guild meeting.
ARTICLE IX– AUTHORITY
Section 1. Unless otherwise provided for, at the monthly general meeting, all motions may
be acted upon by a simple majority vote of those members present who are entitled to vote
on the matter.
Section 2. In conducting the affairs of this Guild, the final authority for procedure shall be
the most recent version of ROBERT’S RULES OF ORDER wherever applicable and not
inconsistent with these bylaws.
Section 3. All contracts of the Guild must be approved by the Board prior to signature and
must be signed by the chairperson responsible. The Vice President - Programs shall be
responsible for the Guild’s speaker workshops contracts.
Section 4. The Guild may indemnify each of its officers, board members and other
designated agents against expenses, etc., involved with legal proceedings (actual or
pending ) to the fullest extent possible by the provision of the California Corporations Law.
Section 5. The Guild shall have the power to purchase and maintain insurance on behalf
of any agent of the Guild against any liability asserted against or incurred by the agent in
such capacity, or arising out of the agent’s status as such, whether or not the Guild would
have the power to indemnify the agent against liability under the provisions of this Section
4.
ARTICLE X – AMEMDMENT OF BYLAWS
These bylaws may be amended by doing all of the following:
a) Present for review and approval by the Board:
b) Notify all members of the Guild in writing one mouth prior to the next general
meeting, either through the newsletter or by a special mailing; and
c) Approval by a two-thirds vote of the members in attendance at a general meeting of
the guild.
