Squanicook Colonial Quilt Guild By Laws
Amended May 2023
Article I
Name and Location: Squanicook Colonial Quilt Guild, Inc., Townsend, Massachusetts
Article II
Purpose: The purpose of the Squanicook Colonial Quilt Guild, Inc. is to encourage the appreciation and preservation of the art and the craft of quilt making for individuals and the community through education, participation, and fellowship.
Article III
Membership:
a. Members shall be active in some phase of the art of quilt making or quilt appreciation and genuinely interested in the development and preservation of such arts.
b. Members shall have their annual dues paid to be in good standing.
c. All members in good standing shall be eligible to vote on matters pertaining to the policies and procedures of the Guild.
d. Only members in good standing may be eligible for, or hold, an elected office.
e. There shall be a cap of 200 on the number of members in the Guild. (Amended 11/05/2007)
Article IV
Annual Dues & Monies
a. Dues shall be collected to meet operation expenses of the Guild and will be reviewed by the Board annually.
b. Dues are payable each year in April and shall be paid no later than June. (This allows membership brochures, flyers, etc., to be ready for the September meeting).
c. Potential new members may attend one meeting before dues are required.
d. Annual dues shall be $25.00 per year, with the exception of senior citizens (age 60 and older) whose dues shall be $20.00 per year, and junior members (anyone 18 years and under) whose dues shall be $15.00 per year. Members joining March through June shall pay 1⁄2 the established dues.
e. Dues shall not be refundable.
f. Any monies generated by programs shall be used for monthly expenditures carrying over from year to year.
Article V
Business Year: The general meetings shall be held ten times during the business year. The business year shall be from August 1 through July 31.
Article VI
Officers and Their Duties: The business of the Guild shall be transacted through regular officers: President or Co-Presidents (2), Vice President, Secretary and Treasurer.
The Executive Board shall be composed of the officers of the Guild, the immediate past President and a member-at-large to be elected by the membership.
The President or Co-Presidents shall:
- ● Preside at all meetings of the general membership
- ● Schedule and preside at Executive Board meetings
- ● Works with Nominating Committee to recruit members to fill officer vacancies between regularly scheduled elections
- ● Oversees activities of committees The Vice-President shall:
● Assist the President and exercise all the functions of the President in her/his absence
The Secretary shall:
- ● Record minutes of all general and Executive Board meetings
- ● Submit minutes of general meetings for publication in the newsletter
- ● Receive, initiate, and respond to correspondence of the Guild. Collects or arranges for collection of mail to the Guild.
- ● Maintain a file of all correspondence and meeting minutes The Treasurer shall:
- ● Oversee the receipt and disbursement of funds of the organization
- ● Ensure adherence to the budget and maintain records of deposits, receipts and disbursements. Any non-budgeted monies disbursed exceeding $150.00 shall have the general membership approval.
- ● Submit monthly and annual financial reports for publication in the newsletter
- ● Submit required documentation of financial status to state and federal agencies, including tax returns, as applicable
- ● Oversee development of budget annually
- ● As required, secure permits for raffles/bazaars consistent with local requirements Article VII
Nominations, Elections, and Terms of Office:
a. The Nominating Committee shall consist of one past-President, one Executive Board Member, and one member-at-large (or two members-at-large if no past-President)
b. A slate of nominees shall be presented by the Nominating Committee to the membership at the April General meeting with elections being held at the May general meeting. Election will be by majority vote of all members present at the meeting and in good standing. Installation of officers shall be at the June meeting.
c. The term of office shall be for one year, except for the Secretary and Treasurer, which are two-year terms elected in alternate years. All other offices, including the President and the Vice-President, may serve for one additional term, if they choose and at the approval of the general membership and the remaining members of the Executive Board. No person shall serve more than two consecutive terms in the same board position.
d. Outgoing officers and committee chairpersons shall turn over one copy of all books, files, and data of the Guild pertinent to the office to their successor and a electronic copy to official Guild repository by the June installation meeting.
e. Vacancies in any office, with the exception of the President, shall be filled by appointment by the President subject to approval by the Executive Board for the unexpired term.
f. Attendance of an officer shall be mandatory at all meetings. Any officer missing more than two consecutive board or general meetings without showing just cause shall forfeit his/her office and be
replaced.
g. Other committees shall be appointed by the President and approved by the Executive Board as the need arises.
Article VIII
Quorum: For the conduct of business, a quorum shall be constituted by 25% of the members in good standing present at the meeting.
Article IX
Amendments:
a. Amendments may be proposed by any member.
b. Amendments shall be presented at a general meeting and voting by the general membership shall take place at any general meeting upon notification of membership in the prior month’s newsletter and upon bringing the issue open for discussion.
c. Voting shall be by voice or by a show of hands.
d. An amendment is carried by a simple majority of those present and eligible to vote.
Article X
Member-at-Large: One member of the Guild elected by the general membership shall serve on the Executive Board and Nominating Committee. The purpose of this individual is to ensure the interests and ideas of all members are represented. This person shall be elected at the May general meeting from nominations from the floor and shall serve at the leisure of the membership. If this position becomes vacant, it shall be filled at the next general meeting using the same procedures prescribed in this Article.
Article XI
Required Records and Dissolvement of the Guild:
a. Copies of the Treasurer’s Reports, Secretary’s Reports, Reports of Committee Chairpersons, and Income Tax Records shall be maintained for a period of three years by the appropriate officer or committee chairs in the official Guild repository.
b. If the Guild should become inactive, the Executive Board shall distribute the funds remaining in the Treasury to another organization with the same purposes as set forth in Article II. If the Executive Board no longer exists, assets of the dissolved Guild will be distributed in accordance with Section 501c (3) of the Internal Revenue Code or 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.
Conflict of Interest Policy – Approved by the Executive Board on 17 May 2023 1. Purpose
The purpose of this policy is to help board members of Squanicook Colonial Quilt Guild (called The Guild in this policy) to effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of The Guild and manage risk.
2. Objective
The Guild Board Members (called the Board in this policy) aims to ensure that board members are aware of their obligations to disclose any conflicts of interest that they may have, and to comply with this policy to ensure they effectively manage those conflicts of interest as representatives of The Guild.
3. Scope
This policy applies to the board members of The Guild.
4. Definition of conflicts of interests
A conflict of interest occurs when a person’s personal interests conflict with their responsibility to act in the best interests of The Guild. Personal interests include direct interests as well as those of family, friends, or other organizations a person may be involved with or have an interest in. It also includes a conflict between a board member’s duty to The Guild and another duty that the board member has (for example, to another charity). A conflict of interest may be actual, potential or perceived and may be financial or non-financial.
These situations present the risk that a person will make a decision based on, or affected by, these influences, rather than in the best interests of The Guild and must be managed accordingly.
5. Policy
This policy has been developed because conflicts of interest commonly arise, and do not need to present a problem to The Guild if they are openly and effectively managed. It is the policy of The Guild as well as a responsibility of the Board, that ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with the obligations to The Guild.
The Guild will manage conflicts of interest by requiring board members to:
- avoid conflicts of interest where possible
- identify and disclose any conflicts of interest
- carefully manage any conflicts of interest, and
- follow this policy and respond to any breaches. 5.1 Responsibility of the board The board is responsible for:
- establishing a system for identifying, disclosing and managing conflicts of interest across The Guild
- monitoring compliance with this policy, and
- reviewing this policy on an annual basis to ensure that the policy is operating effectively. The Guild must ensure that its board members are aware that The Guilds’ 501 (c) status requires a conflict of interest policy and that they disclose any actual or perceived material conflicts of interests as required by the IRS.
5.2 Identification and disclosure of conflicts of interest
Once an actual, potential or perceived conflict of interest is identified, it must be raised with the Board and entered into board minutes. Where all of the other board members share a conflict, the Board should document in the Guild Board minutes so the proper disclosure occurs. The Guild Board minutes must be maintained by the Guild Recording Secretary who shall record information related to a conflict of interest (including the nature and extent of the conflict of interest and any steps taken to address it).
An example of a transaction which may be permitted are the teaching services offered by a board member. Nonetheless, the Board should discuss and document in minutes as described in this policy. A nonprofit may pay reasonable compensation to a Director for services the Director provides on behalf of the nonprofit. The key qualification is “reasonable,” which will be determined by the IRS, the Attorney General, donors, and the public on the basis of all the facts and circumstances of the situation.
5.3. Action required for management of conflicts of interest
Once the potential conflict of interest has been appropriately disclosed, the Board (excluding the board member disclosing and any other conflicted board member) must decide whether or not those conflicted board members should:
- vote on the matter (this is a minimum),
- participate in any debate, or
- be present in the room during the debate and the voting. In exceptional circumstances, such as where a conflict is very significant or likely to prevent a board member from regularly participating in discussions, it may be worth the Board considering whether it is appropriate for the person conflicted to resign from the board. 5.4 What should be considered when deciding what action to take
- In deciding what approach to take, the Board will consider whether the conflict needs to be avoided or simply documented
- whether the conflict will realistically impair the disclosing person’s capacity to impartially participate in decision-making
- alternative options to avoid the conflict
- The Guild’s objects and resources, and
- the possibility of creating an appearance of improper conduct that might impair confidence in, or the reputation of, The Guild. The approval of any action requires the agreement of at least a majority of the Board (excluding any conflicted board member/s) who are present and voting at the meeting. The action and result of the voting will be recorded in the minutes of the meeting. 7. Compliance with this policy If the Board has a reason to believe that a person subject to the policy has failed to comply with it, it will investigate the circumstances.
If it is found that this person has failed to disclose a conflict of interest, the board may take action against them. This may include seeking to terminate their relationship with The Guild.
If a person suspects that a board member has failed to disclose a conflict of interest, they must discuss with the person in question and notify the board if there is still some concern
Contacts
For questions about this policy, contact the The Guild president or other board members. Contact information is in the guild roster.