ARTICLE I NAME
The name of this organization shall be HSV Quilt Guild, Inc.
ARTICLE II CORPORATE PURPOSE
Section 1 – Non-Profit Purpose. – This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2 – Specific Purpose. The HSV Quilt Guild’s mission is to promote and preserve the artistry of quilt making by educating both members and the public and encouraging and participating in charitable and philanthropic activities within our local community.
ARTICLE III MEMBERSHIP
Section 1 – Application for voting membership shall be open to any member. Membership is granted after completion of membership application and receipt of annual dues.
Section 2 – The amount required for annual dues shall be determined by the Board of Directors each year, unless changed by a majority vote of the members at a meeting of the full membership. Continued membership is contingent upon dues having been paid for the current year.
Section 3 – Members may have the privilege of voting, holding office and serving on committees.
Section 4 – Members may have the privilege of approving major board decisions in a general membership meeting with a majority vote of the members present and voting.
Section 5 – Charter members and members over the age of 85 are considered lifetime members and will not be required to pay dues.
ARTICLE IV OFFICERS DEFINED
Section 1 – Elected officers of the organization include: President, First Vice President, Second Vice President, Secretary, Treasurer, and Assistant Treasurer. These officers will make up the Board of Directors.
Section 2 – The President presides at all meetings, appoints chairpersons for standing and special committees and generally oversees all functions of the organization. The President can vote only in case of a tie.
The First Vice President will be responsible for implementing the current year’s programs at the monthly meetings. This will include contracting for facilities, executing the current year’s programs, and responsibility for the equipment necessary to present the program. The First Vice President will preside at all meetings in the absence of the President. To maintain continuity, if possible and if so elected, the First Vice President will become President the following year.
The Second Vice President will arrange and schedule programs for the upcoming year and assist as needed with the presentation of the current years’ programs. To maintain continuity, if possible and if so elected, the Second Vice President will become the First Vice President the following year.
The Secretary will record the minutes of each Guild and Guild Board meeting and present them to the membership. She will be responsible for the Guild’s correspondence and will maintain a current copy of the bylaws.
The Treasurer shall:
- be the custodian of the guild’s funds
- pay such expenses as approved by the officers, committee chairs and membership
- report on finances at all meetings
- sit on the Budget Committee
- surrender the books annually to the Audit Committee. The Audit Committee may request surrender of the books quarterly if desired.
- submit non-profit filings for current calendar year
The Assistant Treasurer shall:
- be fully knowledgeable of the duties of the Treasurer
- assist the Treasurer during the year
- collect all ticket sales money
- serve in the absence of the Treasurer
- sit on the Budget Committee
- serve as liaison to the Membership Committee
- maintain continuity, if possible, and if so elected, become Treasurer the following year.
ARTICLE V MEETINGS
Section 1 – The membership meeting is scheduled to be held on the 2nd Thursday of the month. Meetings will generally start at 9:30 am with pre-meeting activities beginning at 8:30 am. The time of the meeting and/or pre-meeting may be altered to accommodate scheduled programs.
Section 2 – An annual meeting of the members shall take place in the month of November, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports of the activities of the organization, and determine the direction of the organization for the coming year.
Section 3 – A quorum for a meeting of the members shall consist of at least ten percent (10) % of the membership in attendance.
Section 4 – All issues to be voted on shall be decided by a simple majority of members present at the meeting in which the vote takes place.
Section 5 – Each member shall be entitled to one (1) vote with respect to the matter to be voted on by the Members.
ARTICLE VI NOMINATIONS AND ELECTIONS
Section 1 – The Nominations Committee will consist of three (3) members not currently serving as officers. The committee shall be appointed by the outgoing president. The committee will secure the permission of each individual nominated for office.
Section 2 – All members are qualified to serve as officers. All officers shall serve a minimum of one (1) year and a maximum of two (2) years in any one office, corresponding to the calendar year of the organization or until their successor is elected and installed. In the event of a vacancy in any office, the remaining officers shall be empowered to appoint an interim officer to fill the unexpired term. The vacancies, replacements, or additions shall be made known at the membership meeting.
Section 3 – At the time of election, nominations will be accepted from the floor, providing that permission has been secured from each nominee.
Section 4 – The Nominations Committee will present the slate to the membership at the October membership meeting. They shall conduct the voting, count votes, and announce the results at the November annual membership meeting. Installation of Officers shall be at the December membership meeting.
ARTICLE VII STANDING COMMITTEES:
Section 1 – The Standing Committees of the HSV Quilt Guild, Inc. may be Audit, Budget, Bylaws, Library, Membership, eBlast, and Publicity. The chairs will be appointed by the President, subject to approval from the officers. All members shall be eligible to serve as chairs of standing committees.
Section 2 – Committee chairs and members will be appointed for one (1) year and may be reappointed.
ARTICLE VIII CONFLICT OF INTEREST AND COMPENSATION
Section 1. Purpose – The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (HSV Quilt Guild, Inc.) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or member of a committee of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction.
Compensation includes direct and indirect
remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
- Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the
Conflict of Interest
- An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings –The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
- A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ARTICLE IX INDEMNIFICATION
Section 1. General – To the full extent authorized under the laws of Arkansas, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses – Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
ARTICLE X PARLIAMENTARY AUTHORITY
The President may appoint a Parliamentarian with approval of the officers. The Parliamentarian will be an ex officio officer. Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all regular, board, and special meetings.
ARTICLE XI AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
The Bylaws and Articles of Incorporation may be amended at any membership meeting by a majority vote of the members present and voting, provided the changes have been read at a previous membership meeting.
ARTICLE XII DISSOLUTION
Upon the dissolution of the corporation assets shall be distributed to a 501 (c) (3) organization whose purposes are similar to the Guild.
“No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation 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 corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation 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 a corporation, 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. “
ARTICLE X1II BOARD OF DIRECTORS
Section 1. General Powers: Delegation – The activities, property, and affairs of the Guild shall be managed by its Board of Directors, which may do all such lawful acts and things as are permitted by law or by these Bylaws, unless otherwise expressly provided herein.
Section 2. Specific Powers – The Board of Directors may authorize a project, program, or expenditure which totals the approved budget amount including $500 in excess of budgeted amount or unallocated amount without the authorization of the members.
Section 3. Number and Qualifications – The Board of Directors shall consist of at least three (3) directors.
Section 4. Term of Office – Directors shall serve a one (1) year term, and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal from office. Any director may be re-elected to serve one (1) consecutive term of office.
Section 5. Duties of Directors – Directors 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 Guild. Ordinary care is care that ordinarily prudent persons in similar positions 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 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. A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.
Section 6.- Quorum – The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Filling of Vacancies – Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification or removal from office of any director will be filled by the affirmative vote of a majority of the Directors present at any meeting of the directors at which a quorum is present. Any director elected or appointed to fill a vacancy will hold office for the remainder of the vacated term and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal from office.
Section 8. Removal – Any director can be removed, either for or without cause, by the affirmative vote of a majority of the directors present at any meeting of the directors 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 director proposed to be removed.
Section 9. Resignation – Any director may resign at any time by delivering written notice to the Secretary or President of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
Section 10. Directors’ Compensation – Directors 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 Guild, as long as a majority of disinterested directors approve the reimbursement. The Guild shall not loan money or property to, or guarantee the obligation of any director.
Section 11. – Notices – At least five (5) days’ written notice must be given to all Directors of any regular or special meeting of the Board of Directors. Notice of meetings may be given by electronic transmission (i.e., e-mail) if all directors individually and collectively consent. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to a meeting not properly called.
Section 12. – Meetings – Regular or Special meetings of the Board of Directors will be held at such places as determined by the Board of Directors or as specified or fixed in the respective notices or waivers of notice.
ARTICLE XIV– BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors and membership meetings.