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SLO Quilters

San Luis Obispo, California

ByLaws - SLO Quilters, Inc.

Article I - Name, Purpose

SECTION A: The name of this organization shall be SLO QUILTERS, Inc.- San Luis Obispo’s Quilt Guild, henceforth to be known as the Guild, Organization, or SLO Quilters.

SECTION B: The purpose of this Organization is to preserve and continue the traditions, culture, and history of quilting and related techniques; to contribute to the knowledge of and to promote the appreciation of textile arts and support related activities; to encourage quilt making and collecting; to contribute to the growth of knowledge of quilting techniques, textiles, patterns, and quilt makers through educational meetings and travel; to contribute to the community through donations of charity quilts as able.

Article II - Members

SECTION A: Membership shall consist of anyone who is interested in quilts and pays the annual dues.

SECTON B:  A member shall participate in and support the projects of the Organization, receive a monthly newsletter, have the privilege of voting, holding offices, participating in Block-A-Month, using the Guild library, and will pay annual dues set by the Board of Directors.

SECTION C:  Guests may attend one general meeting as a guest without fees or dues, except for closed meetings when seating capacity is limited or meetings at which there is a fee charged.  Upon attendance at a second meeting, annual dues must be paid.

SECTION D:  Annual dues are due and payable in July as stated in Standing Rules.

SECTION E:  No part of the income or the assets of the Organization shall benefit any member unless said member is hired for a particular function, demonstration, or educational purpose for which normally an outside party would be hired.  Such service must include a signed contract approved by the Board of Directors and/or Program/Special Events committee chairperson and filed with the Board prior to delivery of service.  The amount of remuneration is to be determined by Board vote prior to the signing of the contract.

Article III - Elected Officers, Nomination, Election and Installation

SECTION A:  The officers of the Organization shall be President, Vice President, Secretary, and Treasurer.

SECTION B:  Officers shall be elected by the members at the November meeting and take office at the regular meeting in January for a term of one (1) year or until successors are elected and duly qualified.  No officer shall serve in the same office for more than two (2) consecutive terms.

SECTION C:  At the September meeting a Nominating Committee of five (5) members shall be appointed by the President.  There will be two (2) from the Board, one of whom will serve as chairperson, and three (3) from the general membership.

SECTION D:  The Nominating Committee shall report its slate of nominees for office to the membership at the October meeting and a list shall be filed with the Secretary.  Additional nominations may be made from the floor provided the consent of the nominee has been obtained prior to the nomination.

SECTION E:  The election of officers shall take place at the Annual Meeting in November after the complete slate of nominees and the call to vote has been made known to all members in the October newsletter. 

SECTION F:  When more than one candidate has been nominated for an office, the election shall be by voice vote.

SECTION G:  The Incoming Board is responsible for the January meeting.

SECTION H:  If the Board determines that any elected officer is not fulfilling the duties of the office, the Board shall propose removal of that officer.  Removal must be approved by a majority vote of the Board of Directors.

SECTION I:  In the event of a vacancy in any office, the Nominating Committee shall nominate at least one candidate to fill the office and the Board shall vote to fill the vacancy at the next regular board meeting or special board meeting called for that purpose.

Article IV - Duties Of Officers

The Executive Board shall consist of a President, Vice President, Secretary and Treasurer.  Their duties are as follows:

SECTION A:  The President shall:

  1. Preside at all meetings of the Organization and shall be Chairperson of the Board of Directors;
  2. Be the Chief Administrative Officer of the Organization;
  3. Appoint the Chairperson of each Standing Committee set forth in Article VIII of these Bylaws;
  4. Be an ex-officio member of all Committees except the Nominating Committee;
  5. Be authorized to co-sign checks of the Organization;
  6. Remain as ex-officio member of the Board of Directors for one year after term of office;
  7. Keep properly filed all reports, contracts, certificates, and other documents required by law;
  8. Have present at all meetings a file containing the current copy of the Bylaws and the Standing Rules for SLO Quilters;
  9. When necessary, appoint a Bylaws Committee which consists of at least three (3) members.

SECTION B:  The Vice President shall:

  1. Be prepared to assume the duties of President in the absence of, or at the request of, the President;
  2. Be authorized to co-sign checks of the Organization;
  3. Act as Parliamentarian;
  4. In April, update the list of shops and businesses that donate door prizes to the guild or pay an advertising fee;
  5. Provide the Newsletter, Hospitality, and Website Chair with a current list of sponsors and advertisers by the June newsletter deadline.

SECTION C:  The Secretary shall:

  1. Record the minutes of Regular, Special, and Board of Directors meetings;
  2. Provide a copy of the minutes of all Special and Board of Directors Meetings to all Officers and Committee Chairpersons;
  3. Submit minutes of General Meetings to the Newsletter Chairperson monthly.

SECTION D:  The Treasurer shall:

  1. Be the Chief Financial Officer of the Organization;
  2. Have the general care and custody of all securities and funds of the Organization;
  3. Collect and disburse the funds of the Organization;
  4. Have a Financial Report available at each meeting of the Board of Directors and of the general membership;
  5. Be authorized to co-sign checks of the Organization;
  6. Chair the Budget Committee and present a proposed budget to the Board and the general membership for approval at the June general meeting.

Article V – Meetings Of The Members

SECTION A:  Meetings of the members shall be held monthly at a time and place designated in the Standing Rules.

SECTION B:  A quorum shall be fifteen (15) percent of the voting membership of the organization.

SECTION C:  There shall be no proxy votes.

SECTION D:  Special meetings may be called by the President, the Board of Directors, or at the written request of five (5) members.  Written notice of such a meeting shall state the purpose of the meeting.  No business other than that stated shall be conducted.

SECTION E:  The regular meeting in November shall be known as the Annual Meeting when elections will be held and yearly reports made to membership.

Article VI - Board Of Directors

SECTION A:  There shall be a Board of Directors consisting of four (4) elected officers, the immediate Past President, and the Standing Committee Chairpersons.

SECTION B:  Sixty percent (60%) of the membership shall constitute a quorum of the Board.

SECTION C:  The Board of Directors shall have general supervision of the affairs of the Organization between its business meetings, fix the hour and place of the meetings, make recommendations to the Organization, and shall perform other such duties as are specified by these Bylaws.  The Board members shall be subject to the orders of the Organization, and none of their acts shall conflict with action taken by the Organization.

SECTION D: Unless otherwise ordered by the Board, regular meetings of the Board of Directors shall be held once a quarter.  Special meetings of the Board may be called by the President and shall be called on written request of three members of the Board or ten members of the Organization.

SECTION E:  Any Officer or Chairperson may resign by submitting a written resignation to the Board of Directors.

SECTION F:  Vacancies occurring on the Board of Directors or Board shall be filled through Board appointment; such appointed member to serve until the next Annual Meeting.

SECTION G:  Meetings of the Board shall be held at a time and place designated by the President.

Article VII – Standing Committees

SECTION A:  Each Committee Shall:

  1. Be appointed by the President and/or Nominating Committee;
  2. Attend Board Meetings, or send a designated committee representative to report activities of their committee;
  3. Maintain Procedure Manuals (Binders) for their Committees, stating:
      1. duties and responsibilities of the committee,
      2. committee’s budget,
      3. a copy of the Bylaws and Standing Rules,
      4. historical records of what the committee has done;
  4. Deliver the Procedure Manuals to their successors by the end of the Changing of the Board Meeting;
  5. Abide by the SLO Quilters, Inc. Financial Guidelines, Bylaws, and Standing Rules.

SECTION B:  Program/Special Events Chairperson shall:

  1. Be in charge of the Program for the Membership Meetings;
  2. Be responsible for Special Events, including Workshops and Sew Days, but excluding programs and events of Special Committees;
  3. Make certain that necessary contracts are approved, properly signed, and filed before the Program or Special Event takes place;
  4. Submit a copy of the Contract and W-9 form to the Treasurer, keep a copy of the Contract in the Programs Binder, and give a copy to the teacher/speaker;
  5. Provide information to Website Chair and AQGCC website chairperson as Program dates are known.

SECTION C:  Membership Committee Chairperson shall:

  1. Be responsible for updating and issuing New Member Packets to new members as they join;
  2. Keep a current roster of members and provide the Newsletter Editor and President with updated member information;
  3. Print an annual directory of membership;
  4. Provide monthly birthday list to Newsletter Editor;
  5. Introduce new members at meetings;
  6. Maintain membership archives by holding on to rosters for 7 years.

SECTION D:  Hospitality Committee Chairperson shall:

  1. Be in charge of sign-in procedures for members and guests;
  2. Serve as official “greeter” and see that all guests are introduced at meetings;
  3. Be responsible for obtaining and dispersing the door prize drawings when held.

SECTION E:  Newsletter Editor Chairperson shall:

  1. Create newsletter to keep members informed of activities and coming events;
  2. Submit newsletter to Webmaster and Membership for distribution.

SECTION F:  Library Chairperson shall:

  1. Be responsible for maintaining, cataloging and supervising the Organization’s library;
  2. Make recommendations for books and other materials to be added to the library;
  3. Arrange for disposal and/or sale of outdated books;
  4. Provide Webmaster with lists of newly purchased books.

SECTION G:  Photographer Chairperson shall:

  1. Take photos at meetings and events;
  2. Submit photos to the Newsletter Chairperson for publication;
  3. Provide photos for articles created for the SLO Quilters website;
  4. Post photos on the SLO Quilters social media (e.g., Facebook).

SECTION H:  Block-A-Month Chairperson shall:

  1. Be responsible for selecting, presenting, and supervising the Block-A-Month activities;
  2. Submit pattern and directions of block monthly to Newsletter Chairperson.

SECTION I:  Community Quilts Chairperson shall:

  1. Collect and distribute quilts donated by members;
  2. Purchase supplies as needed for members to make quilts for donations.

SECTION J:  Web site Chairperson shall maintain and update the SLO Quilters web site

SECTION K:  Southern California Council of Quilt Guilds (SCCQG) Chairperson shall:

  1. Attend the SCCQG meetings and report back to the Guild;
  2. Communicate with Treasurer regarding status of the guild’s insurance policy with SCCQG.

Article VIII – Special Committees

SECTION A: The Board of Directors may establish Special Committees as needed to carry out the programs of the Guild.  These committees shall:

  1. Be created for a specific purpose, and when the duty assigned them is accomplished, the committee shall cease to exist;
  2. Attend Board Meetings and report activities of their committee;
  3. Maintain Procedure Manuals for their committees, stating their duties and responsibilities, keeping historical records of what committee has done, and deliver them to the current President when the assigned duty is completed;
  4. Abide by SLO Quilters, Inc. Financial Guidelines, Bylaws and Standing Rules;
  5. Communicate budgetary needs to Treasurer, and submit reimbursement forms with original bills to the Treasurer for payment.

SECTION B:  The fact that an Annual Meeting has intervened does not discharge a Special Committee.

SECTION C:  Bylaws Committee:

  1. Will be comprised of at least three (3) members plus the President, who will act as Chairperson;
  2. Review and update Bylaws as necessary;
  3. Draft a set of Bylaws to be presented to the Board for approval and to the membership for adoption.

SECTION D:  Budget Committee shall:

  1. Consist of at least two (2) members plus the Treasurer who will act as Chairperson;
  2. Prepare the Budget for the year to be published in the May newsletter for membership approval at the June meeting.

Article IX - Fiscal Matters

SECTION A:  The fiscal year shall be from 1 July to 30 June.

SECTION B:  The Budget Committee, with the Treasurer as Chairperson, shall prepare the year’s budget for approval at the General meeting in June.

SECTION C:  The Treasurer shall have custody of and be responsible for all funds and securities and shall deposit such funds in a Federally Insured Depository designated by the Board.

SECTION D:  The Treasurer may disperse funds at the request of the Officers or Committee Chairpersons up to their budgeted amount for the fiscal year upon receipt of a reimbursement form.

SECTION E:  The Treasurer is authorized to co-sign checks with the President or Vice President, as two (2) signatures are required.

SECTION F:  Immediately following the end of the Fiscal year the Executive Board shall arrange for the Treasurer’s records to be reviewed.

SECTION G:  In the event of a vacancy in the office of Treasurer such a review shall be made before the new Treasurer assumes the office.

Article X - Amendments Of The ByLaws

These Bylaws may be amended at any regular or special meeting of the members by a two thirds vote, provided that written notice of the amendment was given to all members in advance.

Article XI - Parliamentary Authority

The rules contained in the latest issue of Robert’s Rules of Order shall govern the Guild in all cases where they are not inconsistent with these Bylaws and any special rules of order the Guild may adopt.

Article XII - Property

The property in this Guild is irrevocably dedicated to charitable and educational purposes meeting the requirement for exemption provided by Section 214 of the Revenue and Taxation Code and Section 501(C)(3) of the Internal Revenue Code, and no part of the net income or assets of this organization shall ever inure to the benefit of any private individual.  Upon the dissolution of this Organization, its assets remaining after the payment of, or provision for the payment of, all debts and liabilities of this organization, shall be distributed to a nonprofit organization which is organized and operated exclusively for charitable and educational purposes.

 

Original Bylaws established June 24, 1994
Revised Bylaws approved by membership January 13, 1997
Revised Bylaws approved by membership July 2002
Revised Bylaws approved by membership April 11, 2005
Revised Bylaws approved by membership August 8, 2016