Bylaws

Des Moines Area Quilters Guild
Membership Handbook

Complete Revision October 2003; Amended November 2006, February 2008, September 2008, November 2011, December 2012, April 2013, December 2015, September 2017
To download pdf, click here.


MISSION STATEMENT

The mission of the Des Moines Area Quilters Guild is to stimulate an interest in quilts and quilt making, educate its members, provide for the interchange of information, and encourage community giving.  (Adopted—October 8, 2012)


BYLAWS OF THE DES MOINES AREA QUILTERS GUILD

ARTICLE I:  Purpose

The corporation shall be nonprofit with the purpose of stimulating an interest in quilts and quilt making, educating its members, providing for the interchange of information, and exercising all power granted by the Iowa Code chapter 504A (1983).


ARTICLE II:  Office and Agent

The registered office of the corporation shall be the current treasurer’s address. The current treasurer shall be the registered agent of the Des Moines Area Quilters Guild, Inc. The mailing address shall be PO Box 71709, Clive, IA 50325


ARTICLE III:  Directors

Section 1. A Board of Directors shall consist of members in good standing of the Des Moines Area Quilters Guild, Inc. and shall manage the corporation.

Section 2. The Board of Directors shall consist of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Director(s) at Large, Program Chair(s), Quilt Show Chair(s), and Community Giving Chair(s). Each Board position shall have one vote.

Section 3. The term of office for each director shall be two years. A director elected to the office of Vice President shall serve as Vice President for one year and assume the office of President during the second year of the term. An Individual(s) elected to the office of Director(s) at Large-elect shall serve as Director(s) at Large during the second year of the term. An individual(s) elected to the office of Program Chair(s)-elect shall serve as Program Chair(s) during the second year of the term. An individual(s) elected to the office of Quilt Show Chair(s)-elect shall serve as Quilt Show Chair(s) during the second year of the term. An individual(s) elected to the office of Community Giving Chair(s)-elect shall serve as Community Giving Chair(s) during the second year of the term. The Director(s) at Large-elect, Program Chair(s)-elect, Quilt Show Chair(s)-elect and Community Giving Chair(s)-elect shall be non-voting positions the first year in office. No individual may hold the same elected position for more than one consecutive term.

Section 4. A majority of the Board of Directors shall constitute a quorum for the transaction of any business, and a simple majority of the quorum may decide any question.

Section 5. There shall be an annual meeting of the Board of Directors preceding the annual meeting of the members. There may be such other regular meetings as the Board may establish by resolution.

Section 6. Any two members of the Board of Directors may call special meetings of the Board of Directors.

Section 7. Notice of any regular meeting, except the annual meeting and any special meeting, shall be given to the members of the Board, either orally or in writing, at least five days prior to the meeting.

Section 8. Meetings, either regular or special, may be held by conference call or similar communication system.

Section 9. Directors shall receive no compensation for performing director duties unless specifically granted by the members of the corporation.

Section 10. Directors shall be indemnified to the full extent permitted by law.

Section 11. In the event of a vacancy on the Board, the remaining Board members shall appoint a successor to complete the remainder of the term.


ARTICLE IV:  Duties

Section 1. The Executive Officers of the corporation shall be the President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer.

Section 2. The duties of the President shall be to preside over all meetings and, with Board approval, to appoint committees necessary for the welfare of the corporation. The President shall oversee the Audit Committee, and the Charity Auction Committee.

Section 3. The duties of the Vice President shall be to perform the presidential duties in the absence of the President or at the President’s request. The Vice President coordinates the Newcomers Group and Small Group information. The Vice President shall oversee the Nominating Committee.

Section 4. The duties of the Recording Secretary shall be to record and be custodian of the minutes of the annual meeting and Board of Directors’ meetings and custodian of all Guild historical material. The Recording Secretary shall keep membership records; publish a membership directory by the March meeting each year, collect dues and issue membership cards. The Recording Secretary shall oversee the following committees: By-law Committee and Parliamentarian. The Recording Secretary will oversee the Membership Development Committee.

Section 5. The duties of the Corresponding Secretary shall be to conduct general correspondence of the corporation including sending newsletters and condolence cards as requested. The Corresponding Secretary shall monitor and distribute emails sent to the Guild’s website in a timely manner and act as liaison with the Social Media Manager.

Section 6. The duties of the Treasurer shall be to take charge of all dues and funds made available to the corporation. The Board of Directors must authorize non-budgeted expenditures exceeding $1,000. The Treasurer shall keep a written account of all monetary transactions involving the corporation. The Treasurer shall prepare the annual budget for approval by the Board of Directors and shall be responsible for filing all required taxes and licenses. The Treasurer shall provide a monthly report to the Board of Directors. The Treasurer shall prepare a year-end report and submit to the Board of Directors for approval. The year-end report will be presented and made available to the general membership prior to the end of the calendar year. Paper or electronic copies of the year-end report will be provided to any member in good standing upon written request to the Treasurer. The Audit Committee will examine the year-end report. The Treasurer shall be bonded. The Treasurer shall oversee the following committees: Retreat Committee and Budget Committee.

Section 7. The nine Board of Directors include the Executive Officers and the Director(s) at large, Program Chair(s), Quilt Show Chair(s) and Community Giving Chair(s).

Section 8. The duties of the Director(s) at Large shall be to oversee policy and assist the officers as necessary for the welfare of the corporation including responsibility for hospitality at meetings, and other member activities. The Director(s) at Large shall oversee the Library Committee.

Section 9. The duties of the Program Chair(s) shall be to recommend and arrange programs for meetings attended by the membership, subject to approval by the Board of Directors. The duties of the Program Chair(s)-elect shall be to plan and coordinate all meeting programs in the succeeding year. The duties of the Program Chair(s)-elect shall also assist the Program Chair(s) and in the absence of or at the request of the Program Chair(s) perform the duties of the Program Chair(s). The Program Chair(s) shall oversee the following committee: Program Committee.

Section 10. The duties of the Quilt Show Chair(s) shall be to implement all activities pertaining to the current year annual quilt show, subject to approval by the Board of Directors. The duties of the Quilt Show Chair(s)-elect shall be to plan and coordinate all activities pertaining to the annual quilt show in the succeeding year. The Quilt Show Chair(s)-elect shall also assist the Quilt Show Chair(s) and in the absence of or at the request of the Quilt Show Chair(s) perform the duties of the Quilt Show Chair(s). The Quilt Show Chair(s) shall oversee the following committee: Quilt Show Committee.

Section 11. The duties of the Community Giving Chair(s) and Committee shall be to process charity quilts, and handle community-giving requests for donations and other special projects. The Community Giving Chair(s) shall oversee the following committee: Education Outreach.

Section 12. It shall be the duties of each Director to train their successor and to transfer all property of the corporation to their successor.


ARTICLE V:  Standing Committees and Special Committees

Section 1. Standing Committees shall have a continuing existence. The following are standing committees: Communication Committee (Newsletter and Website), Library, and Membership Development Committee.

Section 2. The following appointments shall be approved by the Board of Directors after the annual meeting: Newsletter Editor(s), Website Editor(s), Librarian(s), Retreat Coordinator(s), Audit Committee Chair, and Education Outreach Committee Chair(s) and Membership Development Committee Chair. These appointees may attend any Board meeting, but do not have voting privileges.

Section 3. The duties of the Newsletter Editor(s) shall be to compose a newsletter and distribute it to the membership as determined by resolution of the Board of Directors. The Newsletter Editor(s) shall report to the Corresponding Secretary.

Section 4. The duties of the Website Editor(s) shall be to maintain the corporation’s website and update the materials as necessary, share the duty of checking emails sent to the Guild’s website with the Corresponding Secretary, and also coordinate photography for the guild. The Website Editor(s) shall report to the Corresponding Secretary.

Section 5. The duties of the Librarian(s) shall be to purchase materials and manage the library inventory and be custodian of all library materials. The Librarian(s) shall report to the Director(s) at Large.

Section 6. The duties of the Membership Development Committee chair will be to work with the committee to enhance the education of our current members, recruit new members, meet the needs of the working population and promote quilting to groups of audiences who might not otherwise consider quilting. The Membership Development committee chair shall report to the Recording Secretary.

Section 7. The Chair of the Standing Committees shall be a Director, or approved by the Board of Directors. Standing Committee Chairs shall serve two years or longer in the same position with the approval of the Board of Directors. It shall be the duties of each Standing Committee Chair to train their successor and to transfer all property of the corporation to their successor.

Section 8. Special Committees exist for a specific length of time to achieve a specific task. The following are Special Committees: Audit Committee, Budget Committee, Program Committee, Quilt Show Committee, Retreat Committee, Auction Committee, Education Outreach Committee, Nominating Committee, By-law Committee.

Section 9. The Audit Committee shall inspect the books of the corporation, as determined by the Board of Directors, annually with a final examination being performed in January for the prior fiscal year. The results of the examination are to be reported to the Board of Directors by the March Board meeting by the examiner(s). The Audit Committee shall select an outside professional to review statements and procedures annually. The Treasurer shall provide materials to the Audit Committee and be present as required. The President shall oversee the Audit Committee.

Section 10. The Board of Directors and Committee chairs shall prepare an annual budget at the January Board meeting and communicate it to the Guild Members by March. The Treasurer shall chair the meeting.

Section 11. The Program Committee shall assist and be directed by the Program Chair(s) in implementing program and workshop activities.

Section 12. The Quilt Show Committee shall assist and be directed by the Quilt Show Chair(s) in planning, coordinating and implementing all the activities pertaining to the Annual Quilt Show.

Section 13. The Quilt Retreat Chair(s) shall be in charge of retreats and shall make arrangements for retreat dates with the concurrence of the Board of Directors. The Quilt Retreat Chair(s) shall report to the Treasurer.

Section 14. The Education Outreach Committee shall promote quilting in the community. The Education Outreach Committee shall report to the Community Giving Chair(s).

Section 15. The Nominating Committee shall prepare and present a slate of nominees to the membership at the annual meeting. The nominations by this Committee shall not prohibit members from making other nominations at the annual meeting. The Committee shall also search for Standing and Special Committee Chair Appointees. The Vice President shall oversee the Nominating Committee.

Section 16. The By-laws Committee shall function at the request of the Board of Directors. The Committee will review the by-laws and make recommendations for changes to be presented to the Board of Directors. The Recording Secretary will chair the Committee.

Section 17. The Chair of the Special Committees shall be a Director, or approved by the Board of Directors. Special Committee Chairs are requested to serve on the committee until the completion of the task. It shall be the duties of each Special Committee Chair to transfer all property of the corporation to the corresponding Director.


ARTICLE VI:  Meetings, Nominations and Elections

Section 1. Meetings of the membership shall be held as provided by resolution of the Board of Directors.

Section 2. The date of the annual meeting shall be November or December at a time and location to be determined by the Board of Directors.

Section 3. At least 90 days prior to the annual meeting, the Vice-President shall appoint a Nominating Committee, with Board of Directors’ approval, to consist of a minimum of three members, at least one shall be a member of the Board. Nominations may also be made from the floor during the annual meeting.

Section 4. Directors shall be elected at the annual meeting of members for a term of two years and until the successors have been duly elected and qualified.
Every year a Vice President, Director(s) at Large-Elect, a Program Chair(s)-Elect, and a Quilt Show
Chair(s)-Elect, Community Giving Chair(s)-elect shall be elected.
The Recording Secretary shall be elected to begin terms in even-numbered years.
The Treasurer and Corresponding Secretary shall be elected to begin terms in odd-numbered years.

Section 5. Any Director can be removed by an affirmative vote of the majority of the entire Board of Directors.

Section 6. The members shall be notified at least seven days prior to the annual meeting of the date, time, and place of the annual meeting. The members shall also be notified of the slate of nominees and bylaw changes.

Section 7. At any meeting of the members, the presence of 10 percent of the membership shall constitute a quorum, and a majority of the quorum may decide any matter coming before the meeting.

Section 8. Special meetings of the members may be called by the Board of Directors and upon the written request of any ten members. Notice of a special meeting shall state the purpose and be communicated 14 days prior to the meeting.

Section 9. Upon notice as the President may prescribe, the members may meet at any other times for the purpose of furthering the activities of the corporation. No minutes need be kept at these meetings unless some action is taken which is binding on the corporation.


ARTICLE VII:  Membership

Section 1. Regular membership shall be open to any person 18 years or older. A junior membership is available to persons under 18. A junior member may attend monthly meetings and display quilts at the annual show. The junior member may not hold office.

Section 2. The annual membership dues shall be payable commencing January 1 for the calendar year in an amount to be determined by the Board of Directors.

Section 3. Membership cards shall be issued when dues are paid. The Recording Secretary may replace lost cards.

ARTICLE VIII:  General

Section 1. This corporation shall not have any stock nor pay dividends, nor shall it have a seal.

Section 2. Each member has one vote; no proxy voting.

Section 3. The corporation shall have such fiscal year as may be adopted by the Board of Directors. The President shall appoint an Audit Committee that shall examine the corporation’s books as kept by the Treasurer.

Section 4. These by-laws may be amended at any meeting by a majority of the Board of Directors. Membership shall be notified one month prior on any proposed change to these bylaws.

Section 5. The corporation adopts the newly revised Robert’s Rules of Order as its authority on parliamentary law.


Standing Rules of the Des Moines Area Quilters Guild

The Guild’s mission is to stimulate an interest in quilts and quilt making, educate its members, provide for the interchange of information, and encourage community giving.

Meetings and Membership

  1. Regular meetings of the members shall be held at 1:00 p.m. and 7:00 p.m. on the fourth Tuesday of each month, with the following exceptions:
    • One month’s meeting may be designated for a special event.
    • The annual quilt show may substitute for one monthly meeting.
    • November and December meetings shall be combined into one meeting. This meeting shall be held in either late November or early December. This meeting shall be the annual meeting.
  2. Members pay annual dues.  Members joining after August 1 shall pay 50% of the annual membership dues for the remainder of the current year.  New members who pay the total annual dues at the Quilt Show or at a meeting after the Quilt Show shall be entitled to membership for the remainder of the current year and the following year.  The Recording Secretary may request self-addressed, stamped envelopes to return membership cards in the mail to members.
  3. Guests are welcome at meetings.  A guest fee of $10.00 shall be collected when a paid speaker presents the program.  This fee shall be applied toward annual dues if the guest decides to join the Guild during the same meeting as the guest fee was paid.
  4. The membership directory will be attached to the web site but available only to current members. A password will be e-mailed to each member. In order to be in the directory, membership dues must be paid by March first of the current year. The membership directory is not to be used as a mailing list. Membership information shall not be sold or traded. The member’s information shall only be used for the business of the Guild. Members may request to have their information remain private.

Workshops

  1. The Program Chair(s) shall determine workshop fees and obtain Board approval of the fees.
  2. Pre-registration for workshops is required.
  3. The fee collected in advance reserves a place in the class.  Registration for workshops shall be first-come, first-served beginning at the annual meeting.
  4. Whenever possible, registration forms shall be published in the newsletter three months in advance and repeated two months in advance of the class date.  If the workshop is not full one month before the class, it shall be publicized and open to non-members at a non-member fee.
  5. If a workshop is canceled for any reason, all fees shall be refunded.
  6. Registrants will only be considered registered for a class if the class registration fee has been received by the program chair(s). Those signing up for classes who have not paid fees will be placed on a waiting list until the class fee is received.
  7. If individuals wish to cancel, they must notify the Program Chair(s). If the class has a waiting list, the Program Chair shall fill the spot in waiting-list order. Individuals may not sell their places. If they are aware of another’s interest in the class, they should refer this person to the Program Chair. Cancellations must be made a minimum of 30 days prior the workshop in order to receive a refund.
  8. Paid speakers and/or workshop leaders are permitted to sell any products, tools, books, etc., which pertain to their program at the particular meeting or workshop.

Community Giving

  1. The on-going focus of community giving is charity quilts.
  2. Members make and donate quilts that are collected throughout the year and distributed by the Community Giving Coordinator to various charitable organizations that benefit the greater Des Moines area.
  3. The Community Giving Coordinator may determine a focus project for the Guild to work on as an additional project to benefit charitable organizations.
  4. Other community projects may be initiated under the direction of the Board of Directors and the Community Giving Coordinator.
  5. Provide donated quilts and other projects for display at the annual quilt show as requested by Quilt Show Committee.

Retreats

  1. Quilt retreats may be held in the spring and fall for members of the Des Moines Area Quilters Guild.
  2. The Quilt Retreat Coordinator shall determine the date and fees and obtain Board of Directors concurrence. Retreat is open to non-members at a higher fee.
  3. Pre-registration is required.
  4. The fee collected in advance reserves a place in the retreat.  Registration for retreat shall be first-come, first-served.
  5. Whenever possible, registration forms shall be published in the newsletter two months in advance
  6. Retreat Cancellation & Refund Policy:
    • 30 days prior to first day of retreat – full refund (less deposit, if paid).
    • Cancellations received after the stated deadline will not be eligible for a refund until the reservation is filled and paid for from an existing waiting list, maintained by the Retreat Chair.
    • No substitutions; individuals may not sell their reservation.
    • At the discretion of the Retreat Chair, non-refundable fees paid may be applied to the next retreat if cancellation is due to extreme emergencies.
    • Refunds or application of fees to future retreats will not be available for registrants who choose not to attend for non-emergency reasons.
    • The Treasurer shall be notified of cancellations in writing with a check request and is responsible for processing all refunds.
    • The Retreat Chair, with the concurrence of the Treasurer has the discretion to make exceptions to these standing rules without presentation to the Board of Directors.

Newsletter

  1. The Social Media Manager will act as the newsletter editor.
  2. The Guild’s newsletter is published electronically once a month. The submission deadlines for the newsletter is the 4th of each month. Members may contact the Newsletter Editor(s) if they wish to contribute information for the newsletter.
  3. The newsletter is published electronically no later than the 12th of each month.
  4. Each newsletter is archived on the Guild’s website.
  5. Ads will be allowed in the newsletter. Ads must be received by the Newsletter Editor by the 4th of each month in order to be included in that month’s “news” portion of the newsletter. Only members whose dues are current can place an ad. The ad may be for one or two quilting related items only or for a specific date on which the member will have lots of quilting related items for sale. The ad must include the individual’s name, phone number and/or email address, and a brief description of the item for sale. The Newsletter Editor reserves the right to edit the ad to include pertinent information as she deems appropriate. Ads will not be accepted from any business, whether commercial or individual. Individuals will not be allowed to advertise services they provide such as long-arm quilting or advertise items they have for sale on websites such as EBay or Etsy. If the Newsletter Editor is unsure whether an ad is acceptable, the ad will be presented to the Board of Directors for a decision.

Website

  1. The Social Media Manager will act as the website editor.
  2. The Guild’s website address is www.dmaqg.org. The website is a useful resource for information about the Guild, including programs, workshops, the quilt show, etc. Check the website for any schedule changes.  Members may contact the Website Editor(s) if they wish to contribute information.
  3. The newsletter, membership directory and other pages that may contain private information about the members may be in a password-protected area.

Library

  1. Materials may be checked out at Guild meetings and shall be due at the following Guild meeting.  Not all materials will be available at each meeting; therefore, it may be necessary to reserve an item in advance to ensure its availability. A listing of library books is on the Guild’s website. (Click here to be taken to the library page)
  2. Checkout limits on books and tapes are at the discretion of the Librarian.  Most library materials may be renewed twice.  Any item placed on reserve by another member shall not be renewed.
  3. Borrowers are responsible for returning library materials on time.  Charges for lost or damaged materials shall include replacement cost of the item.
  4. Current Guild membership cards may serve as library cards and may be necessary to check out materials.
  5. Videocassettes, CD-ROMS and other technological devices are offered for home use only.  The borrowed items shall be not be used for commercial purposes, theatrical distribution, or classes, and shall not be broadcast in any way without prior written consent of the producer.  Under no circumstances shall any items be duplicated in part or whole.  The borrower shall be solely responsible for any legal action regarding such copyright infringement.  The Guild is not responsible for any damage to personal videocassette recorders, computers or other electronic equipment.
  6. The borrower shall take good care of items!  Please do not deface borrowed items.  Tapes, CDs, etc. should not be left in a car because even brief periods during certain weather conditions can cause damage.  Use electronic equipment that is in good operating condition to avoid damaging items.  If any item is damaged or lost, the borrower is responsible for current replacement cost.  (Replacement cost may be higher than the original retail price.)

Newcomers Group

  1. Newcomers Group is open to members who have belonged to the Guild for less than one year.  In addition to the regular meeting each month, the Newcomers meet an extra night.
  2. Newcomers Group allows new members to learn Guild procedures and meet other members in a smaller setting. The current Vice President is the group facilitator.

COPYRIGHT

In compliance with current copyright laws, copyrighted material may not be reproduced by the Des Moines Area Quilters Guild, Inc. or in the Guild’s name unless written permission from the holder of the copyright is on file with the Guild’s Recording Secretary.  This includes books, patterns, graphics, periodicals, audiovisuals, and recordings.

RESOLVED: That the officers of the Board of Directors of the Des Moines Area Quilters Guild, Inc. be authorized to correct article and section designations, punctuations, and cross references and to make other such technical and conforming changes as necessary to reflect the intent of the Des Moines Area Quilters Guild, Inc. members.


Glossary of Terms

Every profession, hobby, or organization develops its own specialized language and the Des Moines Area Quilters Guild is no different.  Listed here are some frequently used terms and their meanings.

Show-and-Tell.  This is a chance to show Guild members’ latest efforts and see what others are doing.  Show-and-tell is a very popular activity.  Projects do not have to be finished to be shown.  In fact, someone who is stuck on a project and would like some suggestions on how to proceed should bring it to show-and-tell.

Charity quilts.  One of the Guild’s community giving projects is to donate quilts to several charities.  Guild members make quilts for various organizations.  The quilts can be of any type:  elaborate or simple; pieced, appliquéd, or made of a preprinted fabric.  They can be tied, machine- or hand-quilted.  Anyone wishing to donate a quilt may bring the finished quilt to a Guild meeting, and it will be delivered to one of the charities.

Small groups.  Many quilters enjoy getting together with a smaller group of quilters.  Small groups consist of 2 to 30 people.  Each group decides how often to meet, where to meet, and what they want to do.  Small groups are an excellent way to get to know other quilters and share ideas.  Throughout the year there shall be opportunities for people who would like to form or join small groups.  Contact the Vice President for more information.

Quilt show.  The quilt show is held each fall.  Entries are open to all members.  Varieties of quilts are entered including bed size, wall hangings, miniature quilts, quilted clothing, and items for the home. It is an opportunity for us to share our work with the community.  A successful quilt show requires many volunteers to organize and serve on the various committees, hang quilts, sell and take tickets, and work as show hostesses. In conjunction with the quilt show two of our major fundraisers take place:  a show quilt(s) to be determined by show committee and silent auction.

Quilt challenge.  This is an opportunity for members to stretch their skills and have fun. Each challenge has its own rules.  Sometimes there is a theme, a block that has to be worked into the quilt, or other restrictions that create the challenge.  The pattern and design are up to the individual.    Completed challenge projects are shown together at a designated time, usually at the annual meeting.