By-Laws of the Shenandoah Valley Quilters Guild
Revised Document – September 2021

Article I – Name and Type of Organization
The name of this organization is the Shenandoah Valley Quilters Guild, (the “Guild”) which is intended to be an educational, not-for-profit 501(c) (3) corporation, as defined within the meaning of the Internal Revenue Code. The Guild fiscal year begins 1 February through 31 January for tax filing purposes.

Article II – Purpose
The purpose of the Guild shall be to promote the various aspects of the art of quilting, to educate and develop the skill levels of the members, and to make a contribution to the Community, relative to quilt making.

Article III – Membership and Dues
Section 1. Membership in the Guild is open to those who subscribe to the purpose of this Guild and pay dues. The Guild membership year shall run from 1 February through 31 January.
Section 2. Membership dues. Membership dues shall be determined by the Board of Directors (“Board”), and approved by a majority of the attending members at the December Annual meeting or at any other regular or special meeting of the Guild, with proper notification in the newsletter preceding such meetings.
Section 3. Guests. Guests are welcome to attend one meeting in a membership year. They will be invited to join and pay dues on their second visit.

Article IV – Officers
Section 1. Elected Officers. The elected officers are: President, President-Elect, Secretary,
Treasurer, First Program Coordinator, Second Program Coordinator, (from this point on referred to as 1st Coordinator, and 2nd Coordinator).
Section 2. Officers shall be elected by a majority of those attending members at the December Annual meeting and shall serve for their term of office commencing after installation at the January meeting.
Section 3. Term of Office. No elected officer shall serve more than five consecutive terms in the same position, barring extenuating circumstances.
Section 4. Governing Body. A Board of Directors, consisting of the elected officers and the
immediate Past President, shall govern the Guild. The elected officers shall be President,
President-elect, Secretary, Treasurer, 1st Program Coordinator, and 2nd Program Coordinator.
Section 5. Duties of the Board of Directors.
President – The President shall preside over the Board and general meetings and be an ex-officio member of all committees. The President, with the approval of the Board, shall appoint successors to fill unexpired terms of members of the Board who can no longer fulfill their term.
President-Elect – The President-Elect shall preside in the absence of or at the request of the President and perform all duties of the Presidency as required.
Secretary – The Secretary shall record minutes for general meetings and Board meetings, and shall also serve as corresponding secretary. The Secretary shall maintain a copy of the current by-laws.
Treasurer — The Treasurer is the custodian of guild financial assets, maintains receipts and disburses funds as required by guild commitments and objectives as authorized by the Board. The Treasurer maintains appropriate records to effect compliance with state, federal government and guild reporting requirements (cash basis of accounting).
Immediate Past President – shall serve in an advisory capacity and shall have voting rights on the Board for one year after their term.
Program Coordinator #1. This elective office will be a consecutive two-year position serving as Program Coordinator #2 the first year. The duties of this position include, but are not limited to, presenting programs of high quality to the Guild throughout the year, maintaining all pertinent records and contracting with speakers/presenters.
Program Coordinator #2. This elective office will be a consecutive two-year position serving as Program Coordinator #1 the first year. The first year’s duties include, but are not limited to, submitting a budget estimate to the Board, researching and scheduling prospective speakers/presenters, and providing support to Program Coordinator #1.

Article V – Meetings
Section 1. All meetings of the Guild will be conducted according to the most recent Robert’s Rule of Order. A simple majority of the total attending membership at any general or annual meetings shall be sufficient to conduct Guild business, including voting for officers and approving the budget.
Section 2. Regular Meetings. General Guild meetings shall be held the third Saturday of each month at 9:30 a.m. Date or time may be changed at the discretion of the Board. Any business requiring a membership vote may be conducted at any general meeting, with the exception of the election of officers.
Section 3. Annual Meeting. The annual meeting shall be held in December of each year for the election of officers.
Section 4. Board of Directors Meeting. The elected Board and the immediate Past President shall
meet as deemed necessary, but at least four times a year, at the time and place in the manner the President and Board deem appropriate. At the fall Board Budget Development meeting, Chairpersons will be invited to attend. Meetings will be announced and open to all members. A quorum for conducting business shall be a simple majority of Board members as defined in Article IV, Section 4. In extenuating circumstances, the President may call or email the Board for discussion and/or a vote.

Article VI – Committees
Committees shall consist of a Chairperson, appointed by the President, and additional individuals as such Chairpersons may choose to assist them.
Section 1. Nominating Committee. The President-Elect shall chair the Nominating Committee. The committee shall consist of three to five members, including at least one Board member, two Guild members at large, and shall be nominated, voted on and approved at the August meeting. A proposed slate of officers will be announced at the October meeting and published in the November newsletter.
Section 2. Newsletter Committee. The Newsletter Committee shall be responsible for producing a monthly newsletter, with the exception of December.
Section 3. Membership Committee. The Membership Committee shall be responsible for
recruiting and orienting new members, providing a welcoming packet, issuing membership cards, and maintaining a membership directory which will be given to the Newsletter Editor and provided to the membership in March.
Section 4. Publicity Committee. The Publicity Committee shall submit news articles to
publications, and advertise Guild events.
Section 5. Hospitality Committee. The Hospitality Committee shall plan for refreshments and greet attendees for the general meetings or when requested by the Board for special events.
Section 6. Ways and Means Committee. The Ways and Means Committee shall be responsible for planning and overseeing all guild fund raising activities to include the annual auction and the Guild raffle quilt project.
Section 7. Technology Support. The Technology Support Committee shall be responsible for maintaining the guild’s webpage, providing Zoom support, and co-administering the guild’s Facebook page.
Section 8. Service Projects Committee. The Service Projects Committee shall be responsible for acquiring or purchasing materials to make service projects, setting up work sessions, and taking finished projects to designated recipients.
Section 9. Quilt Show Committee. The Board shall appoint the next Quilt Show Committee
Chairperson at least nine months before the next announced Quilt Show date.
Section 10. Sunshine Committee. The Sunshine Committee shall be responsible for providing notes and/or thinking-of-you blocks to Guild members who may be in need of physical or emotional support.
Section 11. Special Committees. Special Committees may be appointed by the President or by the Board as deemed necessary.

Article VII – Amendments.
Bylaw amendments may be proposed by any Guild member to the Board or to the Guild in
writing for consideration and review, with a written Board response required. These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the members present at a duly organized meeting of the Guild. All proposed amendments must be reported at a general meeting and published in the Newsletter preceding the meeting at which they are to be voted on. An ad-hoc committee appointed by the Board shall review the Guild Bylaws every five years.

Article VIII – Dissolution
Upon dissolution of the Guild, any funds of the organization will be distributed to a non-profit organization, selected by the Board of Directors, which itself is exempt within the meaning of Section 501 (c) 3 of the Internal Revenue Code.
Original bylaws adopted 12/12/1987, Article V adopted 9/16/1990, Article VI, Committee
Section 11 adopted May 1994, revised January 2003, revised January 2004, and this revision adopted in its entirety January 2009. Substantial revisions passed July 2014;

Article IV, Sections
e, f and g added; Historian and Education offices removed; Article VI, Section 7 (Web Site
Administration) added; clarifications to other sections. Changes to membership year, Annual meeting, and dates of term of office for the Board and committee chairs made November 2016.
Addition to Article IV, Section 3 and Section 5; clarification added to several sections; changed Article VI, Section 7 to Technology Support with additions; removed Article VI, Section 8: Librarian in September 2021.