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BYLAWS of the DURHAM-ORANGE QUILTERS’ GUILD, INC.
ARTICLE I - Name
The name of this organization shall be DURHAM-ORANGE QUILTERS’ GUILD, INCORPORATED, herein referred to as DOQ.
ARTICLE II - Nonprofit
No part of DOQ income shall benefit any member, director, officer, or any private individual. Reimbursement for expenditures or the reasonable compensation for services rendered shall not be deemed to be distribution of income or principal.
ARTICLE III - Purpose
The purpose of this organization is to promote and perpetuate quilt making by bringing together persons who are interested in quilt making; by encouraging a high standard of design and technique in all forms of quilting; and by sponsoring workshops, programs, exhibits, group quilt making, and other related activities as chosen by the membership.
ARTICLE IV - Membership
Section 1: Any person is eligible to become a voting member of DOQ upon payment of annual dues. Members of DOQ shall pay annual dues in an amount determined each year by the general membership at the annual meeting. The Board of Directors shall recommend to the general membership the amount of annual dues
Section 2: The fiscal year of DOQ shall be the calendar year. Annual dues are payable
January 1 each year. A continuing member who has not paid annual dues by January 1 shall be dropped from the general membership.
Section 3: Each member shall be entitled to cast a single vote on matters to be decided by the membership. There shall be no voting by proxy.
Section 4: Membership in this corporation is not transferable or assignable.
ARTICLE V - Officers
Section 1: The officers of DOQ shall consist of a President, First Vice-President, Second Vice-President, Secretary, Treasurer, Newsletter Editor, and two Members-at-Large.
Section 2: One person may hold two or more offices, but no person shall hold the offices of President and Secretary at the same time.
Section 3: Duties of the Officers shall be those described by the bylaws and such other duties as shall be assigned.
Section 4: Officers shall be elected by majority vote of the general membership at the annual meeting. Officers shall serve for one calendar year or until their successors have been elected. Officers may be elected to consecutive terms not to exceed two years in the same office. Unexpired terms shall be filled to their expiration date through appointment by the president with the approval of the board.
Section 5: The Nominating Committee shall consist of five members appointed by the Board of Directors and chosen as follows: At least two members of this Committee shall be from the Board of Directors; the remaining members of this committee shall be members who have agreed to accept the responsibility of the position. It is preferable that the Past President and the Membership Chair serve on this committee. The Nominating Committee shall make a report of one or more nominations for each office to the general membership at the September meeting for election at the annual meeting. In addition, the Secretary shall notify the general membership of the slate by mail in the October newsletter. Each nominee shall have agreed to accept the responsibilities of that position. Further nominations may be made from the floor at the time of the election, provided that consent of the nominee has been obtained.
ARTICLE VI - Duties
Section 1: The President shall be the official representative of DOQ, shall preside at all meetings of the general membership and the Board of Directors, and shall perform any other duties as authorized by the Board of Directors. The President shall appoint all committees not herein otherwise provided for to perform such other duties as are incidental to the office, subject to approval of the Board of Directors.
Section 2: The First Vice-President shall, in the absence of the President, perform the duties of the President. The First Vice-President shall also serve as the Chair for the Program Committee, with all the duties which pertain thereto.
Section 3: The Second Vice-President shall, in the absence of both the President and First Vice-President, perform all the duties of the President. The Second Vice-President shall also serve as Chair for the Workshop Committee, with all the duties which pertain thereto.
Section 4: The Secretary shall keep minutes of all meetings of the Board of Directors and general membership, shall conduct general correspondence as required, and shall assume all duties usual to the office.
Section 5: The Newsletter Editor shall serve as Chair of the Newsletter Committee.
Section 6: The Treasurer shall have charge of DOQ funds and keep an accurate record of all receipts and disbursements (checks may be signed by either the Treasurer or the President), shall be responsible for depositing the annual dues, and shall make all disbursements approved by the Board of Directors. Whenever required, the treasurer shall furnish the Board of Directors or the general membership an account of all transactions. A financial statement shall be presented to the membership at the annual meeting and presented in the newsletter preceding that meeting.
Section 7: The two Members-at-Large shall perform such duties as deemed necessary by the Board of Directors.
ARTICLE VII - Board of Directors
Section 1: The Board of Directors shall consist of no less than seven and no more than twelve members. These members shall include the elected officers of DOQ and the immediate Past President for one year following term as President. Any directorships not filled by the members shall be treated as vacancies to be filled by and in the discretion of the Board of Directors.
Section 2: The Board of Directors shall have general supervision of the affairs of DOQ between business meetings, fix hour and place of meetings, prepare a proposed budget, make recommendation to DOQ, and perform such other duties as specified in the bylaws.
Section 3: Meetings of the Board of Directors may be called by the President or shall be called upon written request of three members of the Board.
ARTICLE VIII - Committees
Section 1: The Program Committee will be responsible for planning and executing the programs for the monthly meetings of the general membership. It will also contact and make all arrangements for guest lecturers.
Section 2: The Workshop Committee will be responsible for planning and executing the workshops of the general membership. It will also contact and make all arrangements for guest teachers.
Section 3: The Newsletter Committee will be responsible for keeping the general membership informed of DOQ activities and other quilting-related data by way of a monthly newsletter.
Section 4: The Finance Committee will be responsible for the budget of DOQ.
Section 5: The Membership Committee will be responsible for soliciting and registering new members, collecting annual dues, maintaining the general membership list, and providing directories to the entire membership.
Section 6: The Education and Community Outreach Committee will be responsible for organizing public events as deemed necessary by the Board of Directors.
Section 7: Except for Committees headed by Officers, chairs of the committees shall be appointed by the President with approval by the Board of Directors and shall serve a term of one year. Unexpired terms shall be filled through appointment by the President with the approval of the Board of Directors.
Other committees deemed necessary by the Board of Directors shall be appointed by the President. The President shall be an ex-official member of all committees except the Nominating Committee.
ARTICLE IX - Meetings
Section 1: DOQ shall hold at least ten regular monthly meetings a year.
Section 2: Special meetings may be held as deemed necessary or desirable and may be called by the President or the Board of Directors. Except in cases of emergency, three days’ notice shall be given.
Section 3: An annual meeting of the general membership shall be held in October for the purpose of electing officers, approving a budget, and conducting such other business as deemed necessary.
Section 4: A quorum for conducting business shall be those members present at any given meeting.
Section 5: A requirement for the passage of any resolution shall be a simple majority of those present at any given meeting.
ARTICLE X - Corporate Seal
The Board of Directors shall adopt and maintain a corporate seal in the form required by law.
ARTICLE XI - Dissolution
On dissolution, all remaining funds shall be distributed according to federal and state tax laws and the majority of vote of current members of DOQ.
ARTICLE XII - Parliamentary Authority
The current edition of Robert’s Rules of Order Newly Revised shall be the final source of authority in all questions of parliamentary procedures when the rules therein are not inconsistent with the bylaws of DOQ.
ARTICLE XIII - Amendments
These Bylaws may be amended at any regular meeting of DOQ by two-thirds vote of the members present and voting. Bylaws may be amended provided that the amendment has been presented in writing in at least two issues of the newsletter in advance of the voting date.