The name of the organization shall be Sisters Quilting Collective (SQC), a California nonprofit organization.

ARTICLE10 2 – MISSION STATEMENT

SQC is organized exclusively for charitable and educational purposes: 

1. To preserve and continue the traditions of quilt making and fiber arts

2.  To promote and sponsor quilting and fiber arts through community events and activities

3. To educate and promote quilt history and provide educational programs to anyone interested in quilt making and textile related art forms

4. To share knowledge and skills and encourage the creation and collection of quilts and textiles.

Membership is open to any person, regardless of race, color, creed, gender, sexual orientation, or national origin, who subscribes to the purpose of the organization and complies with these Bylaws and is in good standing. The organization welcomes quilters, wearable artists, doll designers, collectors, fiber artists and the general public who support the organizations mission.

Denial or revocation of membership shall require a two-thirds (2/3) vote of the Board members present. Individuals whose membership is in question shall be notified in writing and be given the opportunity to address the Board before any action is taken.

1. Members in good standing: Those members, who have paid timely the required dues and have not been suspended, are considered in good standing. Denial or revocation of membership shall require a two-thirds (2/3) vote of the Board members present. The organization maintains the right to deny or revoke the membership of any individual who knowingly:   

• Refuses to comply with these Bylaws;

• Refuses to pay monies rightfully due the organization within 14 days of written notification that such monies are due;

• Fails to return, replace or restore to original condition any property borrowed or rented from the organization.

2. Collection of Membership dues: Each member must pay, within the time and on the conditions set forth by the Executive Board, the dues and fees to be fixed from time to time by the Executive Board which shall be equal for all members of each class. The Executive Board may, in its discretion, set different dues, and fees for each class.

3. Membership not transferable: No member may transfer a membership or any rights of membership and all rights of membership cease upon the member’s death or dissolution.

1. Active member: An Active member shall attend regular meetings, participate in and support the projects, events and community service of the organization. A member will have the privilege of voting and holding office, receive a quarterly newsletter and pay dues.

2. Members shall attend regular meetings, participate in and support the projects, events and community service of the organization. A member will have the privilege of voting and holding office, receive a quarterly newsletter and pay dues in a timely manner.

3. Affiliate Member: A business, community organization, or individual wishing to support the organization may be an affiliate member. Affiliate members shall pay annual dues as set by the Executive Board. Affiliate members shall not have voting privileges, hold office or constitute any part of a quorum.

4. Honorary Member: A person of such outstanding dedication to quilting who is deemed worthy of this honor as determined by the Board. 

1. Member Use: The Membership Roster is for member use only and shall not be shared outside of the organization. Since the Roster contains personal information, it is CONFIDENTIAL. Members will receive regular reminders for handling of this document. The membership roster shall not be used for commercial purposes except as specified in these By-Laws.

2. Affiliate Use: Affiliate members shall have the right to use an edited roster solely to publicize the affiliates own business. General members may request their names be deleted for such purposes. This roster shall not be sold or used by other businesses.

1. The Board approves all contracts. Approved contracts shall be signed by the Chairperson and the Committee Chair, if applicable

2. No officer or member shall be personally liable for any bills or obligations of the organization past or present, except for payment of their own dues.

3. No officer or member of the organization shall disburse any funds in her keeping and belonging to the organization without authorization of the Board.

4. No person shall use the name or official logo of the organization for other than the organizations purposes without prior written consent of the Board.

1. Annual membership dues shall be payable no later than June 30th.

2. Annual Student membership dues shall be payable no later than June 30th.

3. Any change in the amount of membership dues shall be determined by the Board prior to March 1st of each year.

4. Guests are requested to make a donation when attending the general meetings.

5. Returning members who have not paid membership dues by the first general meeting in July shall be removed from the organizations Roster.

6. Annual Affiliate membership dues shall be determined by the Executive Board.

1. General Meetings shall be held on the 2nd Thursday of the month.

2. Annual Meeting. At the first General Meeting in July, the annual Financial Report shall be presented by the outgoing or continuing Treasurer to the Board and all members in attendance.

3. Special Meeting. Newly elected Board Members shall meet with the outgoing Board prior to the start of the new Fiscal Year, July 1st and any and all records shall be presented and transferred to the newly elected Board at such time. Any other pertinent business may be transacted at this meeting.

The organizations fiscal year begins July 1 and ends June 30.

The elected officers of the organization shall be: Chairperson, Co-Chairperson, Vice Chairperson, Secretary, Treasurer and Community Liaison. These elected officers shall comprise The Board of Directors. Each officer must be a current member in good standing in the organization.

The Chairperson:

1. Shall be responsible for the effective and efficient operations of the organization;

2. Shall preside at all General meetings and Board meetings;

3. Shall receive a financial report from the Treasurer at each general meeting;

4. Shall have signatory authorization for all bank accounts of the organization;

5. Shall serve for a term of one year up to two consecutive years; and

6. Shall be authorized to sign contracts on behalf of the organization.

The Co-Chairperson: 

1. Shall serve as Chair in the absence of the Chairperson;

2. Shall be the successor of the Chairperson;

3. Shall be authorized to sign checks and contracts of the organization;

4. Shall support recruitment of committee chairpersons and event coordinators;

5. Shall supervise events as agreed upon with the Chairperson; and

6. Shall serve for a term of one year up to two consecutive years.

The Vice-Chairperson: 

1. Shall serve as Chairperson in the absence of the Chairperson;

2. Shall serve as Parliamentarian, as needed;

3. Shall be an authorized to sign contracts of the organization;

4. Shall perform such duties as assigned by the Chairperson; and

5. Shall serve for a term of one year up to two consecutive years.

The Treasurer:

1. Shall be responsible for keeping records, receipts and disbursements with back-up documentation;

2. Shall be authorized to co-sign checks of the organization;

3. Shall receive and deposit all receipts within 5 business days of receipt;

4. Shall collect and disburse the funds on behalf of the organization;

5. Shall participate in a quarterly audit and cause an annual audit to be made;

6. Shall present a Financial Report to the Board for review prior to each general meeting;

7. Shall assist in developing fundraising plans and strategy;

8. Shall be responsible for the timely filing of all tax and other government required documents and reports;

9. Shall have signatory authorization for the organization banking functions;

10. Shall organize and schedule transition of authorized signatories in a timely manner following newly elected Board members;

11. Shall present a proposed budget to the Board prior to the June general meeting for review and approval by the Board for presentation at the first General meeting in July to membership; and

12. Shall serve a term of one year up to two consecutive years.

The Secretary:

1. Shall be responsible for recording minutes of the General and Board meetings;

2. Shall keep records of Board actions and decisions;

3. Shall prepare and send out meeting announcements;

4. Shall distribute copies of meeting minutes;

5. Shall assure that the organizations records are maintained;

6. Shall chair the General meetings in the absence of the Chair, Co-Chair and Vice-Chair; and

7. Shall serve for a term of one year up to two consecutive years.

The Community Liaison:

1. Shall create the Quarterly Newsletter for the organization of community events;

2. Shall develop and implement an outreach plan to specifically recruit new members and promote the organizations purpose;

3. Shall liaison between the organization and the community to communicate and coordinate events;

4. Shall maintain the SQC blog including publicity and fundraising; and

5. Shall serve for a term of one year up to two consecutive years.

Section 1.  Board Role, Size, and Compensation

1. The Board of Directors with full voting powers shall be comprised of elected officers: Chairperson, Co-Chairperson, Vice-Chairperson, Secretary, Treasurer, and Community Liaison. The elected officers may select any additional elected or appointed positions.

2. The Board shall have up to eleven (11) and not fewer than six (6) members.

3. The Board shall meet regularly throughout the fiscal year.

4. Board members receive no compensation other than reimbursement for reasonable expenses incurred for the benefit of the organization.

5. Board members shall review the bylaws and present recommendations for revision and amendment.

Section 2.  Quorum 

1. To constitute a quorum for the transaction of business, at least 25% of the membership must be present at a General meeting.

2. Four (4) of five (5) officers constitute a quorum of the Executive board.

Section 3:  Vacancies

1. If a vacancy occurs in any elected position (Chair, Co-Chair, Treasurer or Secretary) an appointment will be made to fill the unexpired term only by the Chairperson or Co-Chairperson with approval of the Board. Such appointments shall cease at the term end.

2. These vacancies will be filled only to the end of the particular Board member's term. 

Section 4:  Grounds for Removal from Office

1. In the event the Board determines any elected officer is not fulfilling the duties of the office, the Board may propose removal of that officer. Grounds for removal include:

a) two or more unexcused absences from the Board meetings;

b) an inability to perform the function of the office;

c) behavior detrimental to the conduct and functioning of the organization;

d) conflict of interest

e) financial irresponsibility

f) misuse of funds

g) actions in conflict with these Bylaws’ and policies of the organization.

Section 5:  Conflict of Interest 

No organization member may serve on the Board of Directors, either as an elected officer or appointed chairperson, if said member’s personal or professional situation would conflict his/her ability to properly carry out the duties of the office or would conflict with these Bylaws or the general good of the organization. 

Section 6:  Resignation

Resignation from the Board must be in writing and received by the Secretary. 

Section 1:  General Expenditures

1. All distribution of funds and check reimbursements shall require two authorized signatories.

2. No expenditure over $50 will be paid without the prior approval of the Board, Chairperson or Co-Chairperson.

3. Expenditures for guest speakers shall be presented to the Board for review and approval.

Section 2: Member Expenditures

1. Any and all monies directed or expended on the behalf of a member, whether for recognition, acknowledgment or condolence shall be referred to the Board for review.

1. The Chairperson, Co-Chairperson and the Board shall establish the Ad Hoc committees.

2. Ad Hoc committees shall coordinate and implement special short-term projects.

The standing committees will be: Quilt Show; Opportunity Quilt; Membership; Hospitality; Sunshine; Nominating; Fundraising; Website; Programs, and Community Projects.

1. Fundraising

The Treasurer may assist the Chair of the Fundraising Committee in developing fund raising events and provide projected goals to the Executive Board.

2. Quilt Show 

Plans and implements a Quilt Show every 2 years providing monthly reports and budget to the Executive Board.

3. Programs

Plans and implements special activities for members throughout the year. The program committee shall schedule and arrangement for workshops sponsored by the organization.

4. Quilting

Plans and provides information and resources pertaining to quilt history, quilting classes, quilt retreats, workshops and guest speakers in the art community.

5. Newsletter/Blog Design

Collects community information providing community events and activities for both the Quarterly Newsletter and SQC blog.

6. Community Service.  

Members shall support and/or contribute to the organization’s Community Service in the following manner:

a) create a minimum of three items yearly for donation;

b) participate in fund raising;

c) contribute to community organizations; and

d) contribute to the children’s quilt project.

7. Children/Youth

Design brief programs that engage children/youth in African American quilt history, education, activities and educational quilting workshops.

8. Membership

The Membership Chairperson collects dues and delivers them to the Treasurer. This committee shall include the Secretary and report to the Treasurer monthly, the number of new and renewed members. 

9. Hospitality

Serves as the organizations good will ambassador during meetings and events. 

10. Mixed Media/Bead/Doll Making/Jewelry/Wearable Art

Provides information pertaining to community events to include mixed media, beading, doll making, jewelry, and wearable arts.

Section 1. Nominating Committee

In March of each year, the Chair shall appoint a nominating committee, which shall serve for one (1) election period. The Chair shall report the slate to members at the April General meeting. Additional nominations from the floor will be accepted at that time. It is required for the nominating committee to hold the election information in confidence to be fair and impartial during this time.

Section 2: Elections

1. Elections and voting rights are offered to paid members in good standing only.

2. Nominations and Slate of Officers will be recruited in March and presented at the April General meeting.

3. Election shall be held at the May General meeting.

4. The vote shall be confidential by ballot and placed in a ballot box.

5. A simple majority vote of the members in attendance at the May election will determine the elected officers.

6. New officers will be installed at the June General meeting.

7. Elected officers shall take office at the opening of the July General meeting.

Section 3: Vacancies

The Board shall fill any vacancy occurring among the officers after the vacancy is announced to the membership. The appointee(s) will fill the vacancy until the end of the term.

Section 1:

These Bylaws may be amended when necessary by a two-thirds (2/3) majority of the Executive Board. Proposed amendments shall be submitted to the Secretary to be presented to the Executive Board and later to membership at the next General meeting. 

Section 2:

Amendments to the Bylaws shall be made by a majority vote of the members present at the General meeting, provided that a Quorum is present. All members must receive written notice of such proposed amendment(s) at least seven (7) days prior to that meeting.

Section 1: 

These Bylaws shall take effect immediately upon their adoption. Amendments are to be effective upon the date so voted by the members.

Section 1:

This organization may be dissolved by a two-thirds (2/3) vote of the membership present. A Special Meeting to consider dissolution will be held. Notice of the meeting shall be mailed or delivered to the organization members at least thirty (30) days prior to the meeting. 

Section 2:

Upon completion of the dissolution vote, all remaining funds and property shall be distributed as soon as possible to an organization or organizations deemed eligible in accordance with federal and California state law. The determination of which eligible recipient of the property and/or funds will be made by the majority of the members present to vote for dissolution.

The foregoing Bylaws, comprising of ten (10) typewritten pages, constitute the Bylaws of said organization as duly adopted by the Executive Board by majority consent at the Executive Boards meeting on ______________ ___, 2019.