Article I –NAME
The name of this organization shall be the Redwood Empire
Quilters Guild herein after referred to as Guild located in
Article II –MISSION
Redwood Empire Quilters Guild promotes the appreciation and
preservation of quilts and quilt making. We sponsor and
support educational opportunities that further public
knowledge of quilts, quilt making and quilt history .
Article III –MEMBERS
Membership in this organization shall be by written
application and payment of appropriate dues. Membership
categories shall include Individual, Associate, Guild and
Business. Dues shall not be refundable. The membership year
shall be August 1 to July 31.
Individuals holding membership in the Guild shall have the
right to vote for officers of the Guild, stand for election
to any office, and may have such other rights and benefits
of membership as the Board of Directors may from time to
annual meeting of the membership shall take place at the
June Guild meeting.
Article IV -OFFICERS
The Officers of the Guild shall be the President, 1st. Vice
President, 2nd. Vice President, Secretary, Treasurer, and
Parliamentarian each of whom shall be elected by the
membership at the annual meeting. The immediate Past
President, whose term as director has expired, shall be an
ex-officio director for one (1) year immediately following
the end of the term of office. Any elected officer of the
Guild may not hold a Guild position other than that to which
said officer has been elected.
The Parliamentarian shall be chairperson of the Nominating
Committee. At the April Guild meeting three (3) members at
large are to be nominated/elected to prepared a slate of
officers to be announced at the May meeting. At the May
meeting nominations may be made from the floor with nominee
consent. Officers shall be elected at the June annual
meeting and take office at the beginning of the fiscal year,
Article IX -Section A.
Officers of the Guild shall be elected for a two (2) year
term. The -President, 2nd. Vice President and Treasurer
shall be elected in even years. The 1st. Vice President,
Secretary and Parliamentarian shall be elected in odd years.
No officer may succeed themselves in the same office.
The President shall be the chief executive officer of the
Guild and preside at all Board of Directors meetings as well
as Guild meetings. The President shall appoint all committee
chairpersons with the approval of the Officers and be an ex
officio member of all Guild committees except the Nominating
Committee, preside at the annual meeting and sign all
contractual agreements and checks.
The 1st. Vice President shall serve in the absence of the
President, plan the program/Location for each monthly Guild
meetings, be a member of all workshop/seminar committees,
and shall perform such duties as from time to time may be
assigned by the President or Board of Directors.
The 2nd. Vice President shall coordinate all Guild workshops
and seminars and shall perform such duties as from time to
time may be assigned by the President and Board of
The Secretary shall take accurate notes and maintain minutes
of the Board of Directors meetings, annual meeting and
special meetings called by the Officers, provide an overview
of Board minutes for publication in the monthly newsletter,
provide correspondence when requested by the Board of
Directors with a copy to the President, and shall perform
such duties as from time to time may be assigned by the
President or Board of Directors.
The Treasurer shall keep accurate and timely financial
records, prepare and explain to the membership method of
payment used, receive all money for deposit and pay debts
incurred, prepare a financial report monthly for the Board
of Directors, prepare a balance sheet of income/expenditure
monthly for publication in the newsletter, complete all
federal and state tax returns in a timely manner, submit all
financial records for the Guild year to the Audit Committee
at the end of the Guild year for review, be a member of the
Budget Committee, and shall perform such duties as from time
to time may be assigned by the President or Board of
The Parliamentarian shall
assure that proper parliamentary procedure is followed at
all meetings, be chairman of the Nominating Committee and
shall perform such other duties as from time to time may be
assigned by the President or Board of Directors.
Article V -BOARD OF
elected officers and chairpersons of the Standing Committees
shall constitute the Board of Directors.
The number of directors shall be no fewer than five (5) nor
more than fifteen (15). Each director has one(1) vote
The Officers shall serve a term of office described in
Article IV, Section C. The Chairpersons of the Standing
Committees shall serve a term of office as described in the
Standing Committee guidelines.
Meetings of the Board of Directors.
The Board of Directors shall meet monthly unless otherwise
agreed upon by a majority vote of the board.
Special meetings of the Board of Directors may be called at
the request of the President or any duly elected Officer.
of Special Meetings.
Notice of any special meeting and a tentative agenda for
that meeting shall be given at least five (5) calendar days
notice sent by US mail or electronic mail.
To constitute a quorum for a Board of Directors meeting a
majority must be present for roll call.
Each committee shall adopt such rules and regulations for
its meetings to conduct the appropriate activities. Such
rules and regulations must be consistent with the By-laws
and Standing Rules.
Any officer of the Board of Directors may resign at any time
by giving written notice to the President or Secretary. Such
resignation shall take effect when accepted by the Board of
Directors. A Standing Committee chairperson of the Board of
Directors may resign at any time by giving a verbal notice
of resignation to the President or Secretary.
Any vacancy in an ejected office or appointed position which
occurs for any reason may be filled by the Board of
Directors for the unexpired portion of the term.
Article VI -MEETINGS
Guild meetings shall be held the first Thursday of the month
from September through June unless otherwise specified by
the Board of Directors.
Article VII -QUORUM
A Guild meeting must have at least 25% of the membership
present at roll call to constitute a quorum for the
transaction of business.
Article VIII -CONTRACTS and
The Board of Directors may authorize any officer or board
member to negotiate, bid on and enter into any contract and
deliver said contract on behalf of the Guild. Such authority
may be general or confined to specific instances. All
contracts shall be signed by the President and one (1)
member of the Board of Directors with a copy to the
or other orders for payment of money shall be signed by two
(2) officers, the Treasurer and the President. The Secretary
shall have authority to sign in the absence of the Treasurer
Article IX -FISCAL YEAR
Fiscal Year. The fiscal year of the Guild shall be
August 1 to July 31.
Article X -PARLIAMENTARY
The parliamentary authority of the Guild shall be Roberts
Rules of Order, Revised.
Article XI -HUMBOLDT AREA
FOUNDATION FELLOWSHIP GRANTS
The Guild has created a fund at HAF to provide grants and
fellowships to encourage interest, education and activities
in the broad field of textile arts. The fund is held in
trust at the foundation.
funding committee of three (3) people -two (2) from Guild
Membership and one (1) non-Guild member with knowledge of
the textile Arts field. The committee is appointed by the
President and approved by the Board of Directors. The
committee members shall serve a three (3) year Term on a
rotating basis. No member of the Board of Directors may
serve on this committee. The committee shall seek board
approval fund those programs selected. This is a donor
for selection of applicants is on file at HAF. The Guild
committee shall meet with a foundation representative to
coordinate the funding calendar each year, screen applicants
and to select those Programs and/or individuals to receive
Article XII -AMENDMENTS
. Amendments. The By-laws may be
altered, amended or repealed and new By-laws adopted by a
vote of the Board of Directors and the membership as
provided by California law. The Board of Directors may vote
at any regular or special meeting of the Board, following
approval by the Board, the proposed amendments shall be
published in the Guild newsletter twenty (20) days prior to
voting. Voting by the membership shall be by ballot.
Amendments must be approved by a majority vote of the
membership to be adopted.
The Guild is a nonprofit -Section 501(c)(4) –California
Nonprofit Public Benefit Corporation. The Guild is
irrevocably dedicated to social welfare/educational purposes
and no part of the income or assets of the Guild shall ever
benefit any officer, member, private individual or private
Upon dissolution of the Guild its assets remaining after all
debts and liabilities have been met shall be distributed to
a nonprofit fund and/or foundation that most closely
represent the mission of the Guild. The HUMBOLDT HERITAGE
QUILT owned by the Guild shall be given to the Clarke
Historical Museum, Eureka, California with an endowment to
provide for the preservation of said quilt.