By-Laws

CONSTITUTION AND BY-LAWS OF
ALBUQUERQUE MODERN QUILT GUILD

Date Adopted __________________

ARTICLE 1 – NAME, PURPOSES AND GENERAL MATTERS
1.1    Name
The name of this organization is Albuquerque Modern Quilt Guild, also referred to as the “Guild” or ABQ MQG.
1.2     Purposes
The Guild is organized and will be operated 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.
This Guild is additionally organized to do any and all lawful acts that may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Guild. 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.
The Guild is an affiliate member of the Modern Quilt Guild Inc. through a group exemption with the Modern Quilt Guild Inc., the Guild is a 501(c)(3) tax-exempt organization.
Within the scope of these purposes the Guild is organized and operated to:
•    Develop and encourage the art of modern quilting,
•    Work with other guilds and groups with a similar purpose or interest,
•    Encourage new quilters and other fiber artists interested in non-traditional quilting,
•    Offer educational opportunities in the form of classes, workshops, presentations during meetings and through sharing of information,
•    Support and provide opportunities for sewing for charities or other works that are given back to the community, using modern quilting skills.
The assets and property of the Guild are hereby pledged for use in performing its exempt purpose. 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 this Article 1.2.

1.3    Location
The Guild will receive mail and other communications in care of Hip Stitch, 7001 San Antonio NE, Albuquerque, 87109. Registered contacts for The Guild can be found at abqmqg.org. The Guild may have such other offices, as the Steering Committee (“SC”) may determine or as the affairs of the Guild may require from time to time.
1.4     Powers
General membership, officers and members of the SC are subject to adherence to these bylaws.
1.5     Fiscal Year
The fiscal year of the Guild will be January 1 to December 31.
1.6    Roberts Rules of Order
All general membership meetings will be conducted in accordance with Roberts Rules of Order, unless specifically excluded by these bylaws.

ARTICLE II: MEMBERS
2.1     Membership
Membership is granted to anyone residing in the state of New Mexico 12 years or older upon completion of a membership registration and payment of dues. Paid members in good standing receive a single vote in Guild matters. Members must adhere to the code of conduct to remain in good standing and maintain membership.
2.2    Privacy
Member information is for the purpose of The Guild business only, and every effort will be made to protect the privacy of individual members. Personal information of members will never be offered for sale or otherwise to unauthorized parties.
2.3    Non-Discrimination
No person may be denied membership to The Guild because of the person’s sex, race, religion, national origin, ancestry, creed, pregnancy, marital or parental status, sexual orientation or physical, mental, emotional or learning disability.
2.4    Dues
The annual dues amount may be set by the SC, with discussion and voting by the general membership, and may be divided into two categories: local and national. If a member withdraws from The Guild, dues will not be prorated or refunded. National dues must be received by the December meeting for completion of national enrollment in the successive year. Local dues are due by February for the current year.

2.5    Meetings
The Guild will hold a monthly meeting. The timing of the meeting will be determined by the SC. The time of the meeting will not change in a fiscal year unless special circumstances are determined by the SC.
2.6    Voting
Each member in good standing receives one vote towards Guild matters. No proxy voting is allowed.
2.7    Revoking of Membership
Membership may be revoked in cases of actions that threatens the non-profit status of the Guild. Membership may also be revoked for violating policies set by the hosting meeting space or participating in any activity related to the Guild that is blatantly criminal.

ARTICLE III: OFFICERS
3.1    Elected Officers
The Guild’s officers will consist of President, Vice President, Secretary, and/or Treasurer as needed and as deemed necessary by the SC. Each officer must be a member in good standing for the entire term. Candidates must understand and adhere to the Guild’s purpose. Officers must attend 80% of the general and SC meetings. Any two (2) or more offices may be held by the same person, except that the President and Secretary shall not be the same person.
3.2    Officers’ Compensation
Officers will not receive any salaries or other compensation for their services, but, by resolution of the SC, may be reimbursed for any actual expenses incurred in the performance of their duties for the Guild, as long as an SC majority approves the reimbursement.  The Guild shall not loan money or property to, or guarantee the obligation of, any Officer.
3.3    Loans to Officers Prohibited
The Guild will not make loans to its Officers. Any Officers voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Guild for the amount of such loan until repayment thereof.
3.4    Nomination of Officers
Officers will be nominated by Guild members, and voted upon at a designated meeting within the fourth quarter of the year. At this designated meeting, any member may nominate a person with the second of any other member. Members may also make known their wishes to be nominated. In addition to nominations made at meetings, a nominating committee may be formed to propose future nominees.
3.5     President
The President shall:
•    Supervise and control the affairs of the Guild and shall exercise such supervisory powers as may be given by the SC.
•    Participate in setting the agenda for each meeting of the SC and preside at all SC meetings.
•    Serve as an ex-officio member of all standing committees, unless otherwise provided by the SC or these Bylaws.
•    Have the general authority to execute bonds, deeds, and contracts in the name of the Guild; to cause the employment or appointment of such employees and agents of the Guild as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of president of a Guild, except as otherwise provided by law, the Certificate of Formation or these By-laws.
3.6    Vice President (s)
The Vice President(s) shall assist the President and have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the President or the SC.
3.7    Secretary
The Secretary shall:
•    Give all notices in accordance with these By-laws or as required by law.
•    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 Guild records.
•    Maintain custody of the records, including a record of the names and addresses of each officer, and member of the Guild.
•    Perform all duties incident to the office of Secretary.
3.8    Treasurer
The Treasurer, if any, shall be the chief accounting and financial officer of the Guild and shall:
•    Have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Guild.
•    Supervise the accounting and auditing practices of the Guild and shall have charge of all matters relating to taxation.
3.9    Appointed / Additional Officers
The SC may also appoint one or more Assistant Secretaries and Assistant Treasurers, Librarians and such other officers and assistant officers and agents as it shall deem necessary. These appointed officers will exercise powers and perform duties as set forth in these By-laws or determined by the SC.
3.10    Officer Duties
In addition to individual duties, Officers may also have voluntary responsibilities for other activities on behalf of the Guild, including Outreach, Charity, Program Resources, Communication, and Swaps & Challenges. In the performance of any duty imposed or power conferred on officers, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Guild or another person that were prepared or presented by a variety of persons, including officers and employees of the Guild, professional advisors, or experts such as accountants or attorneys.
3.11     Term of Office
Officers, both Elected and Appointed, shall hold a 1-year term.
3.12    Filling of Vacancies
Any vacancy occurring in the Officers/SC resulting from the death, resignation, retirement, disqualification or removal from office will be filled by a special nomination/election process involving the membership. A Vice President can stand in for a President until elections can be held. Any Officer/SC member elected to fill a vacancy will hold office for the remainder of the vacated term.
3.13    Installation of Officers
Newly elected officers will be installed at the December meeting of The Guild and assume leadership responsibilities beginning January 1, for the term of one year unless they resign or are removed from office or membership. All books and papers regarding The Guild shall be delivered to the new officers by the December meeting date.
3.14    Removal
Any Officer can be removed, either for or without cause, by the affirmative vote of a majority of the SC present at any meeting at which a quorum is present, if notice of the intention to act upon such matter shall have been given in the notice of such meeting and if such notice is provided to the Officer proposed to be removed.
3.15    Resignation
Any officer 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.

ARTICLE 4– STEERING COMMITTEE
4.1    The Steering Committee
The Steering Committee (“SC”) will discuss and guide the affairs of the Guild, informed by the wishes of members, and bring questions or topics to the membership for discussion and decisions, as is merited. In addition to the authority expressed elsewhere in these By-laws, the SC shall have the power to determine Guild policy governing committee meetings, Guild meetings and events and the use of social media platforms provided by the Guild. The SC shall consist of at least five (5) members. The President, Vice President, Treasurer, Secretary and at least one additional Guild Officer will comprise the SC.

4.2    SC Meetings
The SC will meet at least monthly, in advance of regular membership meetings, in part to plan execution of the scheduled membership meeting. Except as otherwise provided by law or these By-laws, any and all additional Guild business must be transacted at any regular meeting.
Special meetings of the SC may be called by or at the request of the President or a majority of SC members.  The person calling a special meeting will notify the Secretary of the information required to be included in the notice of the meeting.  The Secretary will give notice to the SC members as required in the Bylaws.
4.3    Notice
At least five (5) days’ written notice must be given to all Officers of any regular or special meeting of the SC. Notice of meetings may be given by electronic transmission (i.e., e-mail).  Attendance of an Officer at a meeting shall constitute a waiver of notice of such meeting, except when an Officer attends a meeting for the express purpose of objecting to a meeting not properly called.
4.4    Quorum and Voting
At least 50% of the SC members must be present to constitute a quorum for the transaction of business. If the quorum is not met, the meeting may be adjourned and rescheduled. A majority of the SC members present at a meeting where a quorum is met will constitute an affirmative vote. In case of a tie in voting on any manner, the President has a tie-breaking vote. Proxy voting is not permitted.
4.5    Electronic Meeting
The SC is allowed to conduct electronic meetings, with one or more members attending via electronic means (conference call line, Skype or speaker phone).
4.6    Written Consent of Officers/SC
Any action required or permitted to be taken at any SC meeting or any committee may be taken without a meeting if a consent in writing or via email setting forth the action to be taken is agreed with by the number of officers whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted, as the case may be. Such consent has the same effect as a vote at a meeting where such officers were present and voted, and may be stated as such in any document.

ARTICLE 5 – COMMITTEES
5.1    Committees & Sub-Committees
The SC may establish one or more committees to assist in carrying out activities and responsibilities to The Guild. Committees can be suggested by any member and the SC may officially create or dissolve a committee.
5. 2    Chairpersons and Members
Any member of The Guild in good standing can belong to one or more committees at any one time. Chairpersons will be appointed by a member of the SC. The chairperson is responsible for providing the SC monthly reports of pertinent information and for notifying the SC immediately of any concerns or issues.
5.3    Terms
The SC will determine the term for the Committee and the Committee Chairperson.
5.4    Resignation and Removal of Committee Chairpersons
The SC may remove a Committee Chairperson no longer in good member standing. In the event of removal or resignation, the SC may appoint a replacement Committee Chairperson.
5.5    Meetings
Committees may meet as needed and set their own rules for quorums and voting.
5.6    Financial Affairs
Each committee will work with the Guild Treasurer. At no time should the committee be considered to be independent of The Guild, nor fail to submit money or expenses to the Treasurer.

ARTICLE 6 –DOCUMENTS, RECORDS & CONTRACTS
6.1    General
The SC will be responsible for maintaining the good standing of the Guild in all matters regarding legal documents and contracts.
6.2    Records
The Guild will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees.  The Guild will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Guild.
6.3    Contracts
The SC has the power to execute contracts on behalf of the Guild and to delegate such power to others on a case-by-case basis.

ARTICLE 7 – GUILD FUNDS& OPERATIONS
7.1    General
All funds delivered to the Guild will be deposited in the Guild bank account. The Treasurer will oversee the bank account and deliver any check or other payment of monies on behalf of The Guild. Two members of the SC will be designated as back-up to the Treasurer, and co-signers on the bank account.
7.2    Reporting
A Treasurer report will be given at every SC and general membership meeting.

7.3    Budget Adoption
The SC will develop and approve a budget every year. The budget shall generally be brought before members in the First Quarter of the year, with the exception of the inaugural budget, which may be brought before the membership during the Second Quarter.
7.4    Disbursement of Funds
Financial transactions with the value of $200.00 or more that are not in the annual budget require majority approval of the SC. All checks of more than $200.00 disbursing funds from any of the Guild’s accounts require the signatures of at least two of the following: President, Vice President, Secretary, Treasurer, or other SC member as the SC may designate for such purpose.
7.5    Dividends Prohibited
No part of the net income of the Guild shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Guild shall be distributed to its Officers.
Contracts
The Board of Directors may authorize any officer or officers, or agent or agents, of the Guild to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild, and such authority may be general or confined to specific instances.

ARTICLE 8—INDEMNIFICATION & INSURANCE
8.1     Indemnification of Officers, Members and Volunteers
The Guild may purchase indemnity insurance as needed for Guild business.
8.2    Insurance and Bonds
The Guild will provide indemnification insurance for its Officers, and the SC shall select the amount and limits of such insurance policy. The Guild will purchase and maintain such other insurance or bond as may be required by state or federal law or that the SC determines is necessary to carry out the purposes of the Guild.
8.3    Indemnification
To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was  an Officer of the Guild shall be indemnified by the Guild against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
8.4    Limits on Indemnification
Notwithstanding the above, the Guild will indemnify a person only if he or she acted in good faith and reasonably believed that his conduct was in the best interests of the Guild. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.

ARTICLE 9—AMENDMENT
9.1     Invalid Provisions
If any part of these By-Laws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.
9.2    Powers to Amend
These By-Laws may be amended or repealed, or new bylaws may be adopted at any annual or special meeting of the Board of Directors at which a quorum is present by the affirmative vote of a majority of the directors present at the meeting, provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the directors from adopting the proposed amendment, effecting the proposed repeal or adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting.

ARTICLE 11—DISSOLUTION
9.2    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.

CERTIFICATION
The undersigned, being the duly elected and qualified Secretary of the Guild, hereby certifies that the foregoing initial By-Laws of the Guild were duly adopted by the Membership of the Guild effective January 1, 2014.

Secretary

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