Article 1 - Name

The name of this organization shall be The Village Quilters, hereinafter referred to as the “Association.”

Article II – Purpose

The purpose of this Association is to preserve and continue the traditions, culture, and history of quilting; to promote fellowship among interested persons in all aspects of quilting; to contribute to the knowledge of and promote the appreciation of fine quilts; to sponsor and support quilting 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.

Article III – Membership & Dues

 Section 1. Membership shall consist of anyone who is interested in the purpose of the Association and shall be admitted to membership upon payment of dues in an amount set by the Executive Board and passed by a quorum vote of the Association in accordance with Article VIII, Section 2. Dues will not be prorated.

Section 2. The members shall participate in and support the projects and activities of the Association, have the privilege of voting and holding office, receive informational communications and be eligible to attend and participate in workshops, classes or other Association related activities.

Article IV – Officers

 Section 1. The officers of the Association shall be President, Vice-President, Secretary, and Treasurer.

Section 2 . Officers shall be elected at the November meeting and take office at the close of the December meeting. Officers shall be elected 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. The maximum two-year term of an officer may be waived, for good cause, by a majority vote of the Executive Board.

Section 3 . In the event of a vacancy in any office, the Board shall fill the vacancy at the next regular meeting of the Board.

Article V – Duties of Officers

Section 1. The President shall:

• Preside at all meetings of the Association and shall be chair of the Executive Board.
• Be the chief administrative officer of the Association and co-ordinate all activities of the Executive Board and Standing Committees.
• Be ex-officio member of all committees except the Nominating Committee.
• Be authorized to sign checks of the Association.
• Appoint two (2) members in November to conduct an audit to be completed by the January board meeting.

Section 2 . The Vice-President shall:

• Act as aide to the President and shall perform the duties of the President in the absence or inability of that officer to serve.
• Be responsible for reservations for the meeting place of the Executive Board, guild meetings, workshops, program classes and any other reservations as required.
• Be responsible for securing an alternate meeting place if needed.
• Act as Parliamentarian.
• It is expected that the Vice-President will assume the role of the President at the end of the President’s term.
• Be responsible for keeping an inventory of the assets of the Village Quilters and providing a list of assets to the Secretary; for securing storage of assets and for the loan procedure for these assets.
• Coordinate space, room setup, and AV requirements for general meetings.
• Appoint all standing committee chairs for the upcoming year as President.

Section 3 : The Secretary shall:

• Keep an accurate record of the proceedings of all meetings of the Association and Executive Board as well as a list of officers and chairs and keep a record of attendance at Board meetings.
• Be custodian of permanent files.
• Have charge of the correspondence of the Association.
• Keep an up-to-date list of the location of all property of the Association, as provided by the Vice President.
• Maintain an up-to-date manual of these By-laws and Policies and Procedures established by the Executive Board.

Section 4: The Treasurer shall:

• Be the chief financial officer of the Association.
• Have the general care and custody of all securities and funds of the Association.
• Collect and disburse the funds of the Association as authorized by the Executive Board.
• Present a financial report at each meeting of both the Executive Board and the Association.
• Present a checkbook reconciliation report at each meeting of the Executive Board.
• Present the records to the audit committee for an annual audit to be completed by the January Board meeting.
• Be authorized to sign checks of the Association.
• Present a proposed budget for the next calendar year and a projected budget for the subsequent three (3) years to the Board at or prior to the November Board meeting for adoption. The adopted budget will be presented to the membership subsequent to board approval and prior to year end.

Article VI – Duties of Standing Committees

Section 1 . Standing Committees shall be appointed or dissolved as needed by the Executive Board.

Section 2 . Outgoing Standing Committee Chairs shall turn over all books, records or files to their successors.

Section 3 . All Standing Committee Chairs shall work within the guidelines for that committee as set forth in the applicable Job Description as maintained within the Secretary’s files.

Article VII – Nominations and Elections

Section 1 . There shall be a Nominating Committee of four (4) members:

• At the August meeting of the Executive Board, two Board members shall be elected to serve on the Nominating Committee.
• At the August meeting of the Association, two Association members shall be elected to serve on the Nominating Committee.
• The Nominating Committee, at its first meeting, shall elect the Chair of the Nominating Committee.

Section 2 . The Nominating Committee shall select one or more nominees for each office to be filled before the October meeting and report to the membership at the October meeting.

Section 3 . Following the report of the Nominating Committee at the October meeting, an opportunity shall be given for nominations from the floor. Only members who have consented to serve if elected shall be eligible for nomination by the Committee or from the floor.

Section 4 . Election shall be by ballot at the November meeting of the Association. If there is an unopposed slate of officers, the voting shall be by a show of hands.

Article VIII – Meetings

Section 1 . Meetings shall be held at a time and place designated by the Executive Board.

Section 2 . A quorum shall be 35% of the active membership. Voting shall be based on the majority vote of active members present at the meeting providing the presence of a quorum.

Article IX – The Executive Board

Section 1 . There shall be an Executive Board consisting of four officers, the immediate Past President, and Standing Committee Chairs.

Section 2 . The majority shall constitute a quorum in the Board.

Section 3 . The Executive Board shall have general supervision of the affairs of the Association between its business meetings, fix the hour and place of meetings, make recommendations to the Association, and shall perform such other duties as are specified in these By-laws. The Board shall be subject to the orders of the Association and none of its acts shall conflict with action taken by the Association.

Section 4 . Regular meetings of the Executive Board shall be held once each month. Special meetings of the Board may be called by the President, upon written request of three (3) members of the Board, or ten (10) members of the Association.

Section 5 . If a Board member misses three (3) consecutive meetings without notice, the Executive Board may consider this a vacancy in the position and may fill it in accordance with the By-laws.

Section 6. Contracts with the Association may only be signed by an elected officer.

Article X – Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases in which they are applicable and in which they are not inconsistent with these By-laws and any special rules of order the Association may adopt.

Article XI – Amendment of By-laws

Section 1 . These By-laws can be amended at any regular meeting of the Association by a two-thirds vote of the active membership present, provided that previous notice of the amendment shall have been given at the previous meeting.

Article XII – Disbanding the Association

In the event of the disbanding of the Association, any and all remaining funds will be donated to a non-profit organization(s) to be named by the members at such time.

(Rev 03/04; 02/05; 04/06; 05/08; 11/09)