Article I.  Name:
The name of the Organization shall be the Endless Mountains Quilt Guild.

Article II.  Purpose:
The Endless Mountains Quilt Guild was formed as a non-profit organization in May, 1995. Its purpose is to promote quilting through education, sharing of ideas, and fellowship.

Article III.  Membership:
Section 1.  Qualifications:
Membership is open to all those interested in any aspect of quilting.

Section 2.  Dues:
All members shall pay an annual dues (one year will be from May to May), payable at the May meeting, and must sign the liability waiver.  Members not paid by June 30 will be dropped from enrollment.  A partial membership fee of half the annual dues shall be for new members only joining after December 1. If the annual dues need to be raised, the amount must be approved by a vote of the general membership.

Section 3.  Visitors:
Visitors may attend one meeting before becoming enrolled members. Dues should be paid before attendance of the second meeting. After the second visit a reminder note about joining will be sent out.

Section 4.  Registration Preference:
First preference for registration in workshops or other activities shall be given to members in good standing.

Article IV.  Officers:
Section 1: Officers shall be members of the Organization.

Section 2: Officers of the Organization shall be: President, Vice-President/Program Chairperson, Vice-President Elect, Secretary, and Treasurer.

Section 3: Term of office: President, Vice-President, and Vice-President Elect - two years; Secretary, Treasurer - one year. Term limit - four year total.

Section 4: Duties of Officers:
a. President - Shall preside at all meetings of the organization and of the Board; shall appoint all committee chairpersons. The President, after consulting with the Board, shall act on matters whenever they cannot be taken up at a regular meeting.

b. Vice-President/Program Chairperson - Shall perform the duties of the President in case of the President’s absence or disability. Act as Program Chairperson - arrange and coordinate all guild programs. Secure locations for monthly meetings, special programs, and workshops. Originate all guild contracts.

c. Vice-President Elect - will serve one year as VP Elect learning the job and assisting the VP and serve the second year as the VP.

d. Secretary - Shall keep a record of all meetings of the Board and the Organization. Shall keep all records and copies of all correspondence pertaining to the Organization on file. The book of minutes shall contain a copy of the By-Laws and any amendments. Responds to information requests from individuals and other guilds. Sends minutes of meetings to the newsletter editor and sends cards on appropriate occasions. Annually send in the names of new officers to the PA Dept. of State Corporation Bureau - see tax files.

e. Treasurer - Handles the guild checkbook and all financial transactions. Prepares a monthly treasurer’s report to be published in the newsletter. Satisfies all guild financial obligations. The books are to be audited annually. The treasurer will handle all tax business.

Section 5: The officers shall constitute the Board. The Chairpeople of standing committees shall be invited to Board meetings as necessary. The Board shall consider all questions of policy and present recommendations to the general membership for action, confirmation or ratification.

Article V.  Committees:
Section 1: Standing committees shall include:
Newsletter
Hospitality
Membership
Historian
Social Secretary
Publicity
Others may be formed as deemed necessary by the Board. Appointments shall be for a two-year term.

Article VI.  Nominations and Elections:
Section 1:
The president shall appoint a nominating committee of three members, which shall serve for one election period. Appointment shall be made at the December meeting preceding the election year. The Chairperson of the Nominating Committee shall report the proposed slate at the March meeting. A full slate of one nominee for each office is required. The nominees shall be presented at the March meeting. Nominations from the floor will be accepted at this time. The nominations will then be closed.

Section 2: Elections:
a. Elections shall be held at the April meeting.
b. The vote shall be by ballot. In case of a non-disputed election, where there is no competition for any of the offices, the Secretary will be asked to cast the unanimous vote.
c. A majority vote of the members present and voting shall elect.
d. Those elected shall take office at the opening of the May meeting, with formal introduction.
Section 3: Vacancies:
Any vacancy occurring among the officers shall be filled by the affirmative vote of a majority of the remaining officers for the unexpired term of the predecessor in office.

Article VII.  Meetings:
Section 1: General Meetings:
Meetings shall be held the second Thursday of the month. The meetings will be held at night in the even months (June, August, October, December, February, and April) and in the daytime in the odd months (July, September, November, January, March and May). Attendance will be taken by means of a sign-up sheet.  Meetings for workshops may be scheduled at times other than the general meeting in order to meet room requirements or the time schedule of the guest speaker.

Section 2: Board Meetings:
Board meetings will be held every other month (odd months) before the regular meeting. Additional meetings may be held at the request of any member.

Article VIII.  Funds:
a. The Organization shall be non-profit. Any contributions shall be made to qualified charitable organizations.
b. Arrangements with a bank shall require the signature of two officers. The President and Treasurer are authorized to write checks for the Organization.
c. Said Organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
d. No part of the net earnings of the Organization shall inure to the benefit, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry out any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article IX.  Amendments:
Proposed amendments must be published in the newsletter and announced at a general meeting at least a month prior to voting upon. Approval will be by a two thirds (2/3) vote of those in attendance.

Article X.  Order of Business:
The general order of business for meetings shall be:
Call to order
Reading of minutes
Treasurer’s report
Committee reports
Unfinished/Old business
New business
Announcements
Adjournment of business meeting
Show and tell
Program

Article XI.  Dissolution:
(a). Dissolution shall be by majority vote of those in attendance at a meeting called for that purpose. The Board shall pay from the Treasury all bills due. At that meeting a decision will be made by the general membership as to the disbursement of the remaining funds. All finds shall be donated to a qualified non-profit organization.
(b). Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

May 1995
Revised April 1997
Revised February 1999