Rising Star Quilters Guild, Inc.

RSQ Bylaws

Bylaw Revision voted on at 5/28/2002 Membership Meeting

Our Fed. ID# is: 04-3105737

Date Incorporated: February 27, 1992

Date Original Bylaws Adopted: March 24, 1992

  1. RISING STAR QUILTERS GUILD, INC. MISSION STATEMENT
    • We are a guild of quilters organized for the love and joy of quilting: to learn, share, teach, and encourage each other and promote the art of quilting. For this purpose, we invite speakers, who are locally, nationally, and internationally known, to our monthly Membership meetings. We hold workshops for learning new ideas and methods, for working on guild and charitable projects, and to organize field trips related to our art.
    • We wish to create a forum where quilters can give expression to their creativity and can grow as individual quilters and artists. For this purpose, we sponsor an annual quilt show for our Members to exhibit and sell their quilts. This is not a juried show and every member's work is valued and displayed. Our guild is open to all who are interested in the art of quilting.
  2. BYLAWS OF RISING STAR QUlLTERS GUILD, INC.
    1. The name of the organization shall be RISING STAR QUILTERS GUILD, INC., and shall be referred to as "Guild" throughout this document.
    2. The purpose of this organization shall be to encourage and develop the art of quilting.
    3. The Membership shall be open to all who are interested in the art of quilting.
    4. The Guild shall be governed by the Officers, consisting of:
      1. The President
      2. The Vice-President
      3. The Treasurer
      4. The Secretary
    5. The terms of office for Officers shall be for one year and not more than two consecutive years.
    6. There shall be three types of meetings held:
      1. Membership meetings
      2. Board meetings
      3. Executive Sessions
      • The Membership meeting days are agreed upon by a 2/3 vote of Guild Members present and voting at a Membership meeting.
      • The Board meeting days are agreed upon by a majority of its Officers and Standing Committee Members.
      • Any member may attend Membership or Board meetings. Executive Sessions are attended only by the Officers and can be called by the President or Secretary by mail, telephone notice, or e-mail at least (3) days prior to the meeting.
    7. The Bylaws of the Guild may be amended by a 2/3 vote of Guild Members present and voting at a Membership meeting, provided that the proposed amendment has been read at a previous Membership meeting.
  3. OFFICERS
    1. The President shall preside at all Board, Executive Sessions and Membership meetings of the Guild, and be ex-officio, a member of all committees except the nominating committee.
    2. The Vice-President shall preside at all Executive Sessions, Board and Membership meetings of the Guild in the absence of the President.
    3. In the absence of the President and Vice President, a Board member designated by the President or Vice President shall preside at the Board and Membership meetings.
    4. The Treasurer shall have custody of all the Guild funds and will be its general collecting, disbursing and accounting officer. The Treasurer shall not disburse funds in excess of $50 without approval of a quorum of the Officers.
      • An Officer should be a co-signor of the Guild checking account, and authorized to collect and disburse funds in the absence of the Treasurer upon approval of the Officers.
    5. The Recording Secretary shall take the minutes of Board and Executive Sessions meetings of the Guild.
    6. No Officer or Board member of the Guild shall receive remuneration for serving on said Boards in compliance with Section 501 (c)(3) of the Internal Revenue Code.
    7. No Officer or Board member shall hold more than one office and/or chairmanship of a Standing Committee at one time, unless agreed upon by a 2/3 vote of Guild Members present and voting at a Membership meeting.
  4. QUORUM
    1. A quorum at any Membership meeting shall consist of 30% of the Members.
    2. A quorum of the Board shall consist of a 2/3 majority of its Members.
    3. A quorum of an Executive Session shall consist of a majority of its Members.
  5. ELECTIONS
    1. Elections of the Officers and Board shall take place at the May meeting each year.
    2. A Nominating Committee, appointed by the President, shall be required to present a Slate of Officers and Board Members for the Membership vote at the April meeting each year.
  6. DUES
    1. The amount of dues is to be determined upon recommendation of the Board, and agreed upon by a majority vote of the Members present at the Membership meeting.
    2. The Membership year will run from July 1 of the year in which dues are paid through June 30 of the following year.
  7. GUESTS
    • The amount charged to guests is to be determined upon recommendation of the Board, and agreed upon by a majority vote of the Members present at the Membership meeting.
  8. HONORARY MEMBERS
    1. Honorary Members may be voted in by nomination of a majority of the Board and/or a majority of the Membership.
    2. Honorary Members, as such, shall have the privilege of dues free Membership, but shall not have the right to vote, hold office or attend Board meetings or Executive Sessions. They may, however, be allowed to exhibit and sell their products at the Guild Quilt Show and Boutique and at the Membership meetings.
  9. STANDING COMMITTEE AND SPECIAL COMMITTEES
    1. Standing Committee Chairpersons and Special Committee Chairpersons shall be appointed by the President, with the approval of a majority of the Officers to perform the following functions:
      • Benefit quilts, Equipment, Hospitality, Library, Membership, Raffle, Monthly Vendors, Newsletter, Nominating, Programming, Quilt Show, Special Events, Sunshine, Website, and any other functions deemed necessary by the President and/or majority of the Board.
  10. DISSOLUTION OF THE RISING STAR QUILTERS GUILD, INC.
    1. Upon dissolution of the Guild, the Officers shall dispose of all assets of the Guild in such a manner, or to such organizations operated exclusively for charitable or educational purposes as shall qualify at the time as exempt organizations under Section 501 (c)(3) of the Internal Code.
  11. DUTIES OF BOARD
    1. DUTY OF CARE
      • General rule: Board Members are expected to exercise that degree of diligence, care and skill which prudent persons would ordinarily exercise under similar circumstances in a like position.
      • Board Members will not be found to have violated their duty of care if they make a decision and it turns out badly for the guild as long as they act in good faith and exercise reasonable business judgment. They will only be liable for acts that are clearly and grossly negligent in the performance of their duties.
      • Typical violations of duty of care:
        1. Irrational decisions: decisions with no plausible business justification.
        2. Failure to know facts: failure to take reasonable steps to learn facts.
        3. Failure to heed warnings: will be held liable if when notified that something is wrong, they have not taken steps to investigate or correct that wrong.
        4. Failure to supervise: may be held liable for negligent decisions made by Officers that they reasonably should have supervised.
    2. DUTY OF LOYALTY
      • Board Members owe the guild a duty of loyalty. They must serve the guild in good faith and may not profit at its expense. The duty of loyalty requires that Board Members:
        1. Avoid conflicts of interest.
        2. Refrain from personal diversion of a business opportunity in which the guild may reasonably be interested without first giving the guild an opportunity to act.
    3. THE WASTE DOCTRINE
      • Board Members may not waste guild assets by overpaying for goods to such an extent that the payment is equivalent to a gift.
      • Board Members may not use the Commonwealth of Massachusetts Tax number for personal use or profit. This number is to be used solely for the needs of the Guild and such personal use by any Guild member shall result in the cancellation of that person's Membership.
      • The Guild will not be responsible for any loss or damage which is not covered by insurance of items belonging to a member or guest at any Membership, Board, Executive Session meeting, Quilt Show or while in the service of the Guild.

Bylaw Revisions voted on at 5/28/2002 Membership meeting:

  1. Throughout the document, distinctions have been made between Officers, the Board, Members, and Executive Sessions, Board Meetings, and Membership Meetings.
  2. Throughout the document, after the first mention, RISING STAR QUILTERS GUILD, INC., is referred to as the "Guild."
  3. Throughout the document, "dues paying" has been taken out of any phrase that says "dues paying members," since Members are all "dues paying."
  4. IIF, IVA and VII These sections have been changed to allow for the vote of such issues as needed, and will make the Bylaws more timeless.
    IIF E-mail has been added as a form of communication.
  5. IIG Change made to reflect that bylaw amendments should be voted on by Guild Members at a Membership meeting versus the Board Members at a Board meeting.
  6. IIIC A new section was added to provide for the inability of the President or Vice President to preside at a Membership or Board meeting.
  7. IIIO (Was originally IIIC) An Officer (rather than a Board member) should be a cosigner with the Treasurer on the Guild checking account.
  8. IIIG Phrase added to allow for the vote of exceptions to this rule that would be voted on at a Membership meeting.
  9. IVC Reference to quorum changed to 3/4 majority vote because there are 4 Officers.
  10. IX Standing Committee officers and Special Committee officers changed to, Standing Committee Chairpersons and Special Committee Chairpersons.
  11. XIA3 Edited for grammar.