Drafted 5/22/2018

I.           BACKGROUND
  1. Name and Location. The name of this organization shall be the Eugene Modern Quilt Guild, also referred to as “EMQG.” EMQG’s home is Eugene, Oregon with members from the surrounding area.
  2. Affiliation. EMQG is an affiliate member of the Modern Quilt Guild Inc. Through a group exemption with the Modern Quilt Guild Inc., EMQG is a 501c3 tax-exempt organization.
  3. Purpose. Within the scope of these purposes EMQG is organized and operated to:
    1. Develop and encourage the art of modern quilting;
    2. Work with other guilds and groups with a similar purpose;
    3. Encourage new quilters and other fiber artists from all backgrounds to explore modern quilting;
    4. Offer educational opportunities to members and the greater community through classes, workshops and sharing of information; and,
    5. Support and provide opportunity for “charity” or other works that provide back to the community through the use of modern quilting skills.
    6. The assets and property of the EMQG are hereby pledged for use in performing its exempt purpose.

Individuals may participate in the EMQG through membership and by serving as an elected officer. Guests are welcome to try EMQG activities before joining as a member.
  1. Requirements to be exempt as an Organization described in section 501c3 of the Internal Revenue Code
    1. Qualification. The organization is organized exclusively for charitable, religious, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
    2. Dispensation of Earnings. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II, Section A(1) and in Article I, Section C of this constitution.
    3. Restrictions on Activities. 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 or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.Notwithstanding any other provision of these articles, the organization shall not carry on 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 the 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 the corresponding section of any future federal tax code.
    4. Dissolution. Upon the 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 the 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 so disposed of shall be disposed of by a Court of Competent Jurisdiction 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.
  2. Members and Guests. Members are considered in good standing as long as their dues are current and they have abided by the requirements for all activities, including, but not limited to, sewing swaps, challenges, and service projects, in which they have volunteered to participate. Once dues are paid a guest is considered an active member.
    1. General Members. General membership is open to any person regardless of race or color, sexual orientation, religion, national origin, age, gender, marital status, or disability, who agrees to the purpose of EMQG, submits the EMQG membership form, and pays dues. Members who have received a scholarship shall be considered to have paid their dues. General members are eligible for office and committee positions. General members are entitled to the following:
      1. Entry to all general meetings at no additional cost;
      2. First opportunity to register for special events and sewing challenges (special events may require additional costs, such as those associated with hiring a professional instructor or purchasing supplies);
      3. Access to the EMQG membership roster, with the understanding that the roster will not be used for commercial gain or fraudulent purpose;
      4. Voting rights in EMQG elections, motions, polls, and by-law amendments; and,
      5. Additional benefits as provided by the national Modern Quilt Guild.
    2. Members not in good standing. Members not in good standing may not vote in elections, may not run for office, serve on the Board of Directors, or join committees, and may not participate in service projects and sewing challenges. A member not in good standing will be returned to good standing upon the member’s reversal of the actions which caused him/her to lose his good standing. E.g. if a member lost good standing due to failure to complete a service project or return the materials, the member shall be returned to good standing when the service project has been completed or the materials have been returned.
    3. Revocation of Membership. Membership may be revoked in cases of actions that threatens the charitable status of the EMQG, or as determined by the Board of Directors.
    4. Guests. Guests may attend up to two general meetings in a calendar year at no cost, but are expected to pay dues and become general members upon attending a third EMQG general meeting in one calendar year. If space permits, guests may register for special events at a cost determined by the EMQG officers. Guests may not vote in EMQG officer elections or EMQG business.
  3. Elected Officers. Elected officers manage the financial and business procedures of the EMQG. The elected offices are President, Vice President, Secretary, Treasurer, Photographer.
    1. President. The President shall:
      1. Serve as facilitator for all meetings;
      2. Help coordinate and carry out the vision and program for the calendar year;
      3. Help create and dissolve all committees needed to execute the EMQG program of educational, service, and networking activities;
      4. Oversee all activities necessary for the EMQG to function, such as setting agendas and securing locations for general meetings and organizing special events;
      5. Supervise and control the affairs of the EMQG and shall exercise such supervisory powers as may be given by the Board;
      6. Preside at all board meetings;
      7. Set the agenda for each meeting of the Board; and,
      8. Have the general authority to execute contracts in the name of the EMQG; to cause the appointment of agents of the EMQG as the proper conduct of operations may require; to remove or suspend any agent; and in general to exercise all the powers usually appertaining to the office of president of a EMQG.
      9. Cast a second vote for any vote taken by the Board of Directors which results in a tie.
    2.  Vice President. The Vice President shall::
      1. Contribute to and actively participate in EMQG leadership and decisions with the President and other officers; and,
      2. Have such powers and perform such duties as to act as de facto president during the EMQG meetings when the president is absent.
      3. Coordinates the monthly meetings: content, lectures, social events, sewing projects, etc.
    3. Secretary(s). The Secretary(s) shall:
      1. Take or ensure that someone takes minutes of all meetings of the committees and Board, and shall keep true copies of all minutes as part of the corporate records;
      2. Maintain the blog in a timely fashion with the minutes posted of each meeting. 
      3. Maintain the calendar of events, all social media vehicles, and monitor and reply to EMQG members and guests via EMQG’s email in conjunction with other board members.
      4. Maintain custody of the records;
      5. Shall record the EMQG’s activities and accomplishments for the year; and,
      6. Maintain the EMQG membership roster.
    4.  Treasurer. The Treasurer shall be the chief accounting and financial officer of the EMQG and shall:
      1. Have the care and custody of EMQG's funds, and shall arrange payment of all bills. 
      2. Maintain full and accurate accounts of all financial records of the Guild; 
        1. deposit all monies and other valuable effects in the name and to the credit of the Guild in such depositories as may be designated by the Board; 
        2. disbursement of all funds when proper to do so; 
        3. presentation of financial reports as to the financial conditions of the Guild to the Board; and 
        4. any other duties as may be prescribed by the Board. 
        5. At the close of each fiscal year, the Treasurer shall coordinate with the incoming Treasurer to prepare the books for close and file the appropriate returns with the IRS, State of Oregon and Department of Justice by the required deadlines.
    5. Photographer. The Photographer shall:
      1. Take photos of all events, meetings, and activities.
    6. Term.  Elected Officers shall hold a one year term from January 1st to December 31st.  Officers may run for consecutive terms in the same position, or hold a different elected position the following year. There is no cumulative term limits across positions. 
    7. Duties of Officers. Officers will perform their duties in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the EMQG. Ordinary care is the care that an ordinarily prudent person in a similar position would exercise under similar circumstances. In the performance of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the EMQG or another person that were prepared or presented by a variety of persons, including officers and employees of the EMQG, professional advisors, or experts such as accountants or attorneys. An officer is not relying in good faith if the officer has knowledge concerning a matter in question that renders reliance unwarranted.
  4. Board of Directors. The board of directors is the Elected Officers.
    1. Duties of Directors. Appointed Board Members will perform their duties in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the EMQG. Ordinary care is the care that an ordinarily prudent person in a similar position would exercise under similar circumstances. Upon leaving the post of committee chairperson all information, books, and data must be given to the President.
The EMQG fulfills its mission to support and encourage the growth and development of modern quilting by providing opportunities for education, service, and networking in the form of general meetings, special events and sewing challenges, social media, and community service activities.
  1. General Meetings. The EMQG shall hold monthly general meetings and notify all members of the meeting schedule through email and/or publication on the EMQG social media site(s). All members and guests are required to record their attendance at each general meeting with the Secretary. The agenda for general meetings shall be determined by the President. The President may choose to substitute a special event for the general meeting in any month.
  2. Special Events & Sewing Challenges. The EMQG may elect to hold special events and sewing challenges during the year. Registration may be required when a fee is necessary or admission is limited. Members are given first opportunity to register for special events and sewing challenges. Guests may be allowed to register for special events as space permits and at the discretion of the EMQG; however, guests and members who are not in good standing may not participate in sewing challenges. Fees and registration requirements for special events and sewing challenges will be described in email invitations and on the EMQG social media site(s).
  3. Social Media. The photographer/Secretary shall manage and maintain social media vehicles to inform members of EMQG activities. All members may submit content for social media sites.

The EMQG shall collect dues and provide a system for the election of officers to oversee the execution of the mission of the EMQG.
  1. Member Dues and Financial Management.
    1. Member Dues. Dues are collected from members to meet the operational needs decided upon by the EMQG officers. If the amount for member dues must be changed, the EMQG officers shall propose an increase or decrease in dues for the upcoming year and hold a membership vote during the October meeting. A scholarship fund will be established to which members may contribute, and funds will be used as they are available to offset members’ dues upon request. Annual dues for members are due in January; if dues are not paid by March their membership will be terminated. Members joining on or after June will pay half the yearly amount. Dues will not be refunded or prorated for members terminating membership mid-year.
    2. Financial Management. The fiscal year is January 1st through December 31st. A yearly audit of the EMQG’s finances will be conducted by the Elected Officers, led by the President and organized by the Treasurer. The Treasurer shall reconcile and prepare the accounts for review no later than February 28th.  Upon completion, a copy of the financial review will be made available to the membership.  
    3. Additional Expenditures. Any expenditure not included in the budget must be voted upon and approved by the officers.
    4. EMQG Dissolution. In the event of EMQG dissolution, all funds and goods owned by the EMQG shall be donated to a non-profit organization(s) determined by a majority vote of the membership. Any member may propose a non-profit organization to receive funds and goods, barring a conflict of interest.
  2.  Voting and Elections. Election of officers will be overseen by EMQG. All members who meet officer eligibility requirements may be placed on the election ballot for any office.
    1. Officer Eligibility Requirements. All general members in good standing who have been active in the EMQG for at least one year are eligible for officer elections.
    2. Office Terms and Transfer of Responsibilities. After the October elections, terms in office begin January 1st and end December 31st of the following year. All officers are held to a year term. Upon leaving their post, all outgoing officers must submit all information, books, and data to the newly appointed officers.
    3. Line of Succession. In the event the President resigns or is removed from office, and the president elect for the following year cannot serve then a special election will be held to assign a new President.  
    4. Officer Removal. Two-thirds of board members must vote to remove any elected officer(s).
    5. Resignation. Any Board Member may resign at any time by delivering written notice to the Secretary or President. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
    6. Board Members’ Compensation. Board Members will not receive any salaries or other compensation for their services, but by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the EMQG, as long as the majority of Board Members approve the reimbursement. The EMQG shall not loan money or property to, or guarantee the obligation of, any Board Member.

  1. Contracts. The Elected Officers may authorize any agent or agents, of the EMQG to enter into any contract or execute and deliver any instrument in the name of and on behalf of the EMQG, and such authority may be general or confined to specific instances.
  2. Records. The EMQG will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings. The EMQG will keep the original or a copy of its bylaws, including amendments to date certified by the Secretary of the EMQG.
  3. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

The EMQG By-Laws must be posted on the EMQG’s social media site(s). Any member may propose an amendment to the By-Laws. Amendments shall be made by majority vote, and take effect upon the date approved.
The EMQG By-Laws must be reviewed by the membership during the November general meeting to ensure they still hold relevance to support the activities and purpose of the EMQG.

The undersigned, being the duly elected and qualified Secretary of the Eugene Modern Quilt Guild, hereby certifies that the foregoing Amended ByLaws of the EMQG were duly adopted by the membership of the EMQG effective June 13, 2018.