• Develop and encourage the art of modern quilting

• Encourage new quilters and other fiber artists

• Offer formal and informal educational opportunities 

• Provide opportunity for charitable works that support our greater Lake Superior community through the use of sewing skills

• Work with other guilds and groups with similar purposes

Article I: Name, Purpose and General Matters

1.1 The name of the organization will be the Lake Superior Modern Quilt Guild, also

referred to as “The Guild” or “LSMQG”.

1.2 Purpose: The Guild’s purpose is to:

• Develop and encourage the art of modern quilting

• Work with other guilds and groups with a similar purpose

• Encourage new quilters and other fiber artists.

• Offer educational opportunities and sharing of information

• Support and provide opportunity for “charity” or other works that provide back to

the community through the use of sewing skills

1.3 Location and office: The Guild will maintain a mailing address within the Duluth,

Minnesota area and a registered contact.

1.4 Powers: Members and Directors of The Guild are subject to adherence to these Bylaws.

1.5 Fiscal Year: The fiscal year begins on January 1 and ends on December 31 of each year.

1.6 Annual Meeting: The January meeting of The Guild will be considered the Annual

Meeting where new Officers take office, the Budget is presented for approval of

members and the outgoing President and Treasurer deliver reports.

1.7 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 non-authorized parties.

1.8 Roberts Rules of Order: All general meetings and Guild Council will be conducted in

accordance with Robert’s Rules of Order unless specifically excluded by these Bylaws.

1.9 Non-Discrimination: No person may be denied membership to The Guild or be denied

participation in any Guild events or activities 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.

Lake Superior

Modern Quilt Guild

Article II: Members

2.1 Membership: Membership is granted to persons 15 years or older upon completion of

membership application 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 Dues: The annual dues amount will be set by the Guild Council. If a member

withdraws from The Guild, dues will not be prorated or refunded. Dues must be

received by the January 31 to remain in good standing. The Guild Council has the

authority to authorize payment arrangements on a case-by-case basis.

2.3 Meetings: The Guild will hold a monthly meeting. The timing of the meeting will be

determined by the Guild Council. The time of the meeting will not change in a fiscal

year unless special circumstances are determined by the Guild Council. Members may

attend meetings free of charge. Non-members may attend one time free of charge

within a fiscal year.

2.4 Voting: Each member in good standing receives one vote towards Guild matters.

Absentee voting is allowed by proxy voting only.

2.5 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 by participating in any activity related

to The Guild that is blatantly criminal.

Article III: Officers

3.1 Officers: The Guild Council shall consist of President, Vice Presidents, Secretary,

and Treasurer. Each officer must be a member in good standing for the entire term.

Candidates must understand and adhere to The Guild’s purpose and have been an

active member for six months to be considered with an exception of the first year of

elections within The Guild. Officers must committed to attending the general and

Guild Council Meetings.

3.2 Nominating Committee: Nominations will be solicited 60 days prior to elections.

3.3 Election of Officers: Officers will be elected to a one year term by a majority of the

members present. Absentee voting is allowed only by proxy. Voting is by paper ballot

and will be tallied by 2 members in good standing who are not in consideration for an

officer position.

3.4 Installation of Officers: Officers will be installed in January following the election 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 Officer by the

next Guild meeting.

3.5 Filling of Vacancies: An Officer may resign at any time. Any Officer position with the

exception of President can be appointed by the Guild Council. A Vice President

will fill in for President until Elections can be held.

3.6 Powers and Duties: The Officers are listed below. Each Officer is responsible for

committees as needed.

a. President

b. Vice President of Membership

c. Vice President of Programming

d. Secretary/Webmaster

e. Treasurer

Article IV: Guild Council

4.1 Members: The Guild Council shall consist of the Officers of The Guild.

4.2 Powers: As directed by these Bylaws, the Guild Council will be responsible for

managing the business and affairs of The Guild.

4.3 Meetings: The Guild Council shall meet regularly on a schedule as agreed upon by the

Officers. Changes to the meeting time or place must be announced in advance by

either electronic communication or oral communication with the exception of

emergencies. The Guild Council may invite other persons as guests to these meetings.

4.4 Quorum: At all meetings of the Guild Council, 50% of the members must be present

to constitute a quorum for the transaction of business. If the quorum is not met,

business decisions will not be made and voting will need to be rescheduled.

4.5 Voting: A majority of the Guild Council members present at a meeting where the

Quorum is met will constitute an affirmative vote.

4.6 Electronic Attendance: Guild Council members are allowed to electronically attend

meetings.

Article V: Committees

5.1 Committees: Committees are created to assist the Guild Council in carrying out

activities and responsibilities to The Guild. Committees can be suggested by any

member and the Guild Council 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 Guild Council.

5.3 Chairperson Responsibilities: The Committee Chairperson is responsible for the general

supervision of the committee and its membership. The Committee Chairperson reports

to its respective Guild Council officer. The Committee Chairperson is responsible

for providing the President monthly reports of pertinent information and for notifying

the Guild Council immediately of any concerns or issues.

5.4 Term: The Guild Council will determine the term for the Committee and Committee

Chairperson.

5.5 Resignation and Removal of Committee Chairpersons: The Guild Council may remove a

Committee Chairperson no longer in good member standing. In the event of removal

or resignation, the Guild Council may appoint a replacement Committee

Chairperson.

5.6 Meetings: Each Committee may meet as needed and set its own rules for quorums and

voting.

5.7 Financial Affairs: Each committee will work with the 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 VI: Execution of Documents

6.1 General: The Guild Council will be responsible for maintaining the good standing

of The Guild in all matters regarding legal documents and contracts.

6.2 Contracts: The Guild Council 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 VII: Guild Funds

7.1 All funds delivered to The Guild will be deposited in The Guild bank account. The

Treasurer will oversee the bank account and will deliver any check or other payment

of monies on behalf of The Guild. A member of the Guild Council will be

designated as the back up to the Treasurer.

7.2 Treasurer Review Committee: A Treasurer report will be given at every meeting.

7.3 Budget Adoption: Guild Council will approve a budget every 6 months for the first

year of The Guild operation and on a yearly basis after that.

Article VIII: Indemnification and Insurance

8.1 Indemnification of Officers, Members, Volunteers: The Guild may purchase indemnity

insurance as needed for Guild business

8.2 Insurance: The Guild may purchase and maintain D&O insurance for any member of

the Guild Council.

8.3 Fidelity Bond: The Guild may purchase and maintain a Fidelity Bond when non-profit

status is achieved.

Article IX: Amendment

9.1 Amending the Bylaws: The Guild Council may propose an amendment to these

Bylaws at any time. The proposed amendment must be electronically proposed via The

Guild’s website 2 weeks prior to a regular meeting. Voting will occur at that meeting

with the majority of members attending constituting an affirmative response.

Article X: Dissolution

10.1 In the event The Guild is dissolved, the money in The Guild’s bank accounts will be

donated to museums and historical societies and/or given to charity.

End of Document