FINAL OCTOBER
2012
TOWPATH QUILT GUILD, INC., BYLAWS
The purpose of the Towpath Quilt
Guild, Inc., is to promote awareness
and stimulate interest in quilting,
as well as provide educational
opportunities in the art of
quilting.
Article I – Membership Section 1
– Eligibility for Membership:
Application for voting membership
shall be open to any person that
supports the purpose of Towpath
Quilt Guild, Inc. Membership is
granted after completion and receipt
of a membership application and
payment of dues.
Section 2
– Annual Dues: Dues shall be
payable in September each year;
persons joining after March 1st will
pay half the annual dues. Guests may
attend two meetings within a Guild
year, paying a fee per meeting,
which will be deducted from their
dues if they join the Guild. Dues
may be changed by a majority vote of
the members at the annual meeting in
June.
Section 3
– Non-voting Membership: The
Executive Board shall have the
authority to establish and define
non-voting categories of membership.
Article II – Meeting of Members
Section 1 – Regular Meetings:
Regular meetings of the members
shall be held on the second Tuesday
of each month, September through
June inclusive, unless otherwise
designated by the President or
Co-Presidents. Other meetings may be
held in July and August as
determined by the Executive Board.
Section 2
– Annual Meeting: An annual
meeting of the members shall take
place at the June meeting. At the
annual meeting the members shall
elect officers for the coming year.
Section 3
– Special Meetings: Special
meetings may be called by the
President or Co-Presidents, the
Executive Board, or a simple
majority of the Board of Directors
or by written request of ten (10)
members of the Guild. The purpose of
the meeting shall be in the request.
Except in cases of emergency, at
least three days’ notice shall be
given.
Section 4
– Quorum: The members present at
any regular meeting shall constitute
a quorum. 2
Section 5 – Voting: All
issues to be voted on shall be
decided by a simple majority of
those present at the meeting in
which the vote takes place.
Article III – Executive Board and
Board of Directors Section 1-
Executive Board, Board of Directors
and Responsibilities: There
shall be at least five officers of
the Executive Board, consisting of
the President or Co-Presidents,
Vice-President or
Co-Vice-Presidents, Recording
Secretary, Corresponding Secretary,
and Treasurer.
Board of Directors: The Executive
Board and committee chairmen
constitute the Board of Directors,
which is responsible for overall
policy and direction of the Guild
and delegates responsibilities of
day-to-day operations to the Guild
committees.
Section 2 – Terms: The
President or Co-Presidents and Vice
President or Co-Vice-Presidents will
serve one year. All other elected
Board members shall serve two-year
terms. The Recording Secretary will
be elected in even years and the
Corresponding Secretary and the
Treasurer will be elected in odd
years and will serve two-year terms.
Section 3
–Board Meetings and Notice:
Board meetings shall be held on the
first Tuesday of the month except
for July, August, September, and
January. The newly elected President
or Co-Presidents may call a Board
meeting in either July or August. In
unusual circumstances,
electronic/telephone meeting may be
conducted at the request of the
President or Co-Presidents.
Section 4
– Quorum: The committee chairmen
present at any Board meeting plus
not less than four (4) of the
elected Board members shall
constitute a quorum. The President
or Co-Presidents shall convene
regularly scheduled Board meetings,
shall preside or arrange for a
member of the Executive Board to
preside in the following order:
Vice-President or
Co-Vice-Presidents, Recording
Secretary, Treasurer and
Corresponding Secretary.
Executive Board: Except for the
power to amend the Articles of
Incorporation and the Bylaws, the
Executive Board shall have all the
powers and authority of the Board in
the intervals between meetings of
the Board of Directors and is
subject to the direction and control
of the full Board of Directors.
The Vice-President or
Co-Vice-Presidents shall preside in
the absence of the President or
Co-Presidents and will compile
information and print the “Monthly
Minder” to be distributed at the
regular meeting of the Guild. 3
The Recording Secretary shall be
responsible for keeping records of
regular meetings and Board actions,
including the taking of minutes,
distributing copies of Board
minutes, making regular minutes
available to members at meetings,
sending out announcements when
requested by the President or
Co-Presidents, and assuring that
Board and regular meeting records
are maintained. The Corresponding
Secretary shall be responsible for
the general correspondence of the
Guild which is not a function proper
to other offices or to committees.
If correspondence of an official
character is to be read, it is
normally read by the President or
Co-Presidents. The Treasurer shall
make a report at each Board and
regular meeting of the Guild. The
Treasurer is responsible for
developing and reviewing the annual
budget with Executive Board members.
The Executive Board must approve any
major changes to the budget. The
financial records of the Guild are
public information and shall be made
available to the general membership
and Board members at the respective
meetings. An annual review of
financial statements and bank
records shall be performed by the
Executive Board.
Section 6
– Vacancies: When a vacancy on
the Executive Board exists mid-term,
the Presidents or Co-Presidents will
fill the vacancy with the approval
of the Executive Board. These
vacancies will be filled only to the
end of the particular Board member’s
term.
Section 7
– Resignation, Termination and
Absences: Resignation from the
Executive Board must be in writing
and received by the Recording
Secretary. A Board member shall be
terminated from the Board due to
excess absences, more than two
unexcused absences from Board
meetings in a year. A Board member
may be removed for other reasons, by
a three-fourths vote of remaining
Board members.
Article IV – Committees Section 1
– Committee Formation. The
Executive Board may appoint
committees, as needed, such as
Program Committee, Activities
Committee, Events Committee, Quilt
Show Committee, Service Project
Coordinator, Publicity, Newsletter,
etc. The President or Co-Presidents
appoint(s) and/or approve(s) all
committee chairmen.
Section 2 –– Nominating
Committee: The Nominating
Committee shall consist of at least
three (3) and not more than five (5)
members appointed by the President
or Co-Presidents. Officers of the
Guild shall be elected at the annual
meeting in June and will take office
at the end of that meeting. 4
Article V – Parliamentary
Authority Section 1–Parliamentary
Authority: Roberts Rules of
Order shall govern the proceedings
of all meetings when not in conflict
with these Bylaws.
Article VI - Amendments Section 1
– Amendments: These Bylaws may
be amended when necessary by
two-thirds majority of members
present, upon prior written notice,
at a regular meeting of the Guild.
Certification
The Bylaws were approved at a
meeting of the membership by a
two-thirds majority vote on
November 13, 2012.
signed by
Janet Sernett, Secretary, on
November 13, 2012.