Bylaws

BYLAWS OF PINE BELT QUILTERS, INC.

 Article I                Definitions and Construction

Section 1               Bylaws Definitions. Unless the context in which they are used clearly indicates a different definition is intended, terms used in these Bylaws are defined as follows:

a. Act means the Mississippi Nonprofit Corporation Act (Act), Sections 79-11-1-101 et. seq. of the Mississippi Code Annotated of 1972, as presently or subsequently amended, as well as any corresponding successor statutes thereto and provisions thereof.

b. Articles means the Articles of Incorporation of the guild, together with any amended and restated Articles of Incorporation and Articles of Merger in which the guild is the surviving “corporation," then currently in effect from time to time.

c. Board means the Board of Directors of the guild.

d. Corporation means the incorporated nonprofit entity referred to in Section 1, Article II of these Bylaws, namely Pine Belt Quilters, Inc., referred to as the “guild.”

Section 2               Act Definitions. Unless the context in which they are used clearly indicates a different definition is intended, terms not specifically defined in these Bylaws, which are specifically defined in the Act are defined (for the purpose of these Bylaws) as stated in the Act.

Section 3               Bylaws Construction. These Bylaws are the code of rules adopted pursuant to the Act for the operation of the guild. Any conflicts between the provisions of these Bylaws and the non-discretionary provisions of the Act shall be interpreted consistently by the applicable provisions of the Act.

Article II               Name, Offices, History

 Section 1               Name. The name of the guild shall be Pine Belt Quilters, Inc.

Section 2               Principal Office. The principal office of the guild shall be located at 3503 Hillside Drive, Hattiesburg, Mississippi 39401. This may be subsequently changed to other locations, as directed by the Board, and recorded in the minutes of the Board. Other offices for the guild shall be located at such places as the Board or Officers may from time to time determine.

Section 3               History. Pine Belt Quilters, Inc. was organized in October 1984 under the leadership of Doris Aultman, president; Martha Ginn, vice president, Susan Ryan, secretary; and Gail Rowland, treasurer. The group consists of beginner and experienced quilters who share enthusiasm, knowledge, ideas, and love of quilts and quilting. The purposes of Pine Belt Quilters, Inc. include encouraging and promoting the art of quilting and the preservation of quilts and providing opportunities to exhibit examples of quilting and related needlework. A further purpose of Pine Belt Quilters, Inc. is to engage in charitable activities, particularly activities targeting children. Any funds generated by Pine Belt Quilters, Inc. shall be used to further the body of knowledge related to quilt making and provide assistance to worthy charitable causes within the community, as funds are available for such purposes.

ARTICLE III      Tax-Status As A Section 501(c)(3) Organization

 Section 1               Purposes.

a)       The guild is organized exclusively for educational, charitable, religious and/or scientific purposes as set forth in Section 501(c)(3) of the Internal Revenue Code including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3).

b)       No part of the net earnings of the guild shall be distributed to its Directors, Officers or any other private persons, except that the guild may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes in (a) above.

c)       No substantial part of the activities of the guild shall be carrying on of propaganda, or otherwise attempting to influence legislation, or intervene in any political campaign on behalf of any candidate for public office. This includes publication or distribution of statements.

d)       Notwithstanding any other provision of these Bylaws, the guild shall not carry on any other activities not permitted by:

  1. A Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or
  2. By a nonprofit Corporation organized under the laws of the State of Mississippi pursuant to the provisions of the Act.

Section 2               Dissolution of the Guild. Should the guild be dissolved, the Board and Officers shall first pay or make provision for payment of all liabilities of the guild. The Board and Officers will then distribute all assets of the Guild to such organization or organizations that qualify as an exempt organization or organizations under Section501(c)(3) of the Internal Revenue Code.

ARTICLE IV       Members

 Section 1               Members and Dues. Membership shall consist of anyone desiring to be a member of the guild who pays annual dues of Twenty Dollars ($20.00) per calendar year. Visitors are welcome at any meeting; however, after two visits any visitor who wishes to continue attending meetings should pay dues and become a member. Dues are not pro-rated for new members joining during the year. Exception: Any new member joining after October 1 shall have membership through the following calendar year.

Section 2               Meetings. A general meeting of the guild is held once a month at 9:30 a.m. at University Baptist Church in the Kelley Fellowship Hall, 3200 Arlington Loop, Hattiesburg, Mississippi. This meeting usually consists of a business meeting and a program. The guild may present a gift or honorarium to any group or individual speaking or providing a program. Directors or Officers may change the meeting date or place as needed and notify membership.

Section 3               Guild Activities. Members may participate in workshops and other activities, which will be posted on the website (www.pinebeltquilters.com). All workshops are held at University Baptist Church in the Choral Hall, 3200 Arlington Loop, Hattiesburg, Mississippi; the Officers as needed may change this location. Additional workshops may be held at other times and locations as determined by the Officers. Preregistration and payment of a fee is required.

Section 4               Contact Groups. Contact groups are established for the purpose of facilitating communication among guild members. Contact group members will provide refreshments as requested by the President and/or Contact Group Leader. The President shall appoint group leaders. The President will inform group leaders of any assigned duties; group leaders will then inform contact group members.

Section 5               Gifts. The guild may send to any member, from time to time, and in the discretion of the Officers, a card in the event of illness or bereavement. Otherwise, except in situations in which the Officers approve a gift to a Board member, Officer, or other person in an appointed or elected position, no person shall receive anything of value from the guild. Gifts should only be made in the event of outstanding, long-term or extraordinary service to the guild that is, in the opinion of the Officers, above and beyond the call of duty and merits special recognition. Nothing in the Bylaws is intended to prevent any individual member or group of members, acting solely on his/her own, from making a gift or gifts to any member or other person.

Section 6               Reimbursement. Any member making a presentation to or on behalf of the guild may be reimbursed for reasonable expenses incurred, including, without limitation, fuel, copies, and/or other expenses. Any member wishing to forgo reimbursement for expenses incurred and make a charitable gift of same to the guild is permitted, but not required, to do so.

Section 7               Payments. Checks in the amount of Five Hundred Dollars ($500) or greater require two signatures, the Treasurer and President.

Section 8               Budgets. Budgets will be established as deemed necessary for some of the standing activities of the Guild, such as children’s quilts, the boutique, donation quilt, etc. Chairpersons will ensure the expenses are in line with the budget, and if it appears budget will be exceeded, it is the responsibility of the Chairperson to immediately notify the Officers, who must approve any overages.

ARTICLE V        Board of Directors

 Section 1               General Powers. Subject to any limitation set forth in the Bylaws, Directors act in an advisory and consulting capacity to the Officers and guild membership to ensure the activities and image of the guild remain true to the guild’s mission.

Section 2               Number, Term, Qualifications. The Board of Directors is composed of a minimum of five (5) and a maximum of seven (7) members. In order to rotate Board members, the immediate past president will be added to the Board in January of each even-numbered year, and a guild member (who has been nominated and elected by the guild in the fall of each even-numbered year) will be added in January of each odd-numbered year. With each addition to the Board, a current board member will rotate off. To qualify as a member of the Board of Directors, the nominee must have been a member of the guild in good standing for three years. The Chairman of the Board will be selected from members of the Board. No member of the Board shall serve for more than five consecutive years, with the exception of current members who will rotate off as described above. Any previous director may be re-elected after an absence from the Board for one year.

Section 3               Compensation. Unless the Bylaws provide otherwise, no director shall receive any salary or other compensation. However, this does not preclude the director from receiving compensation for presenting workshops or other programs and/or providing teaching or other services not related to duties as a director of the guild.

Section 4               Removal. Any director may be removed by the Board at any time whenever, in the Board’s and other Officers’ judgment, the best interest of the guild would be served by such action. Such removal may be made with or without cause.

Section 5               Vacancies. Unless the Bylaws provide otherwise, if a vacancy occurs on the Board, a member will be nominated by the remaining Board members and approved by guild members. In the event of a resignation, a replacement may be selected by remaining directors and approved by guild members, but the successor director will not take office until the effective date of resignation.

Section 6               Meetings. Joint meetings of the Board and Officers shall be held twice a year, in June and December. Additional meetings shall be held as necessary. Notice of the purpose, date, time or place of these meetings is not required to be given to the membership.

Section 7               Quorum. A majority of the directors in office immediately before the meeting begins shall constitute a quorum.

ARTICLE VI       Officers

 Section 1               Number, Term, Qualifications. The Officers shall consist of a President, a Vice President, a Secretary, a Treasurer, and a Membership Director. The same person may hold any two (2) or more offices simultaneously. The guild shall also have chairpersons for such various committees as may be determined to be necessary from time to time. Officers will serve a term of two years. To qualify as officers, nominees must have been a member in good standing for three years.

Section 2               Nominating Committee. The President shall appoint a nominating committee to present a slate of proposed officers at the September meeting in each odd-numbered year. Additional nominations may be made from the floor, provided permission to be nominated has been secured. Members shall vote on the candidates at the October meeting. Once elected, Officers will immediately begin to plan activities and appoint positions as needed. Officers will assume their duties in January of the succeeding year.

Section 3               Compensation. Unless the Bylaws provide otherwise, no officer shall receive any salary or other compensation. However, this does not preclude the officer from receiving compensation for presenting workshops or other programs and/or providing teaching or other services not related to duties as a director of the guild.

Section 4               Removal. Any officer of the guild may be removed by the Board at any time whenever, in the Board’s and other Officers’ judgment, the best interest of the guild would be served by such action. Such removal may be made with or without cause.

Section 5               Vacancies. A replacement for a vacancy in any office, because of death, incapacity, resignation, removal, disqualification or otherwise may be nominated by the remaining Officers, and elected by the guild. This replacement will serve the remainder of the unexpired term.   If a resignation is made effective at a specific later date, and is accepted by the Board and Officers, the successor officer does not take office until the effective date of resignation.

ARTICLE VII     Duties of Officers

 Section 1               Chairman of the Board. The Chairman of the Board shall be the Chief Executive Officer of the guild. The Chairman of the Board shall:

a)       Maintain the seal of the guild,

b)       Preside over all meetings of the Board, or designate another person to preside in his/her absence,

c)       Maintain minutes of board meetings,

d)       Exercise general supervision and management of the business of the guild,

e)       Have the power and authority to sign, make, execute and deliver any and all documents and instruments on behalf of the guild, and

f)        Perform all other duties that are incidental to the chairman of the board.

Section 2               President. The President shall be the Chief Operating Officer of the guild and have general supervision and management over day-to-day business operations of the guild. The President shall:

a)       Have the power and authority to sign, make, execute and deliver any and all documents and instruments on behalf of the guild,

b)       Appoint special committees,

c)       Preside over meetings,

d)       In the event the board does not appoint a chairman, the president shall also perform the duties of the chairman,

e)       Perform and be vested with all powers and duties of the chairman in the event of death, disability, incapacity or absence of the chairman,

f)        Appoint the quilt show chair and co-chair and shall fill any vacancies which may arise in either position, and

g)       Perform all other duties that are incidental to the office of president.

Section 3               Vice President. The Vice President shall:

a)     Perform such duties as may be prescribed by the Chairman, Board and/or President,

b)     Perform and be vested with all of the powers and duties of the President in the event of death, disability, incapacity or absence of the President,

c)     Serve as Chair of Programs, activities and workshops of the guild,

d)     Work with committees of the guild as needed, and

e)     Along with the immediate past President of the guild, be responsible for the gift to the President at the end of the President’s term.

Section 4               Secretary. The secretary shall:

a)       Keep and prepare minutes of the Board in one or more books provided for that purpose,

b)       See that all notices are given in accordance with the provisions of these Bylaws and as required by law,

c)       Be custodian of the guild’s records,

d)       Keep a file of reports the guild is required to keep and maintain pursuant to the Act, with the exception of financial reports and statements,

e)       Prepare and distribute prior to regular meetings a monthly newsletter to notify members of upcoming meetings and events and provide information on new members who have joined the guild,

f)        Provide information and/or membership news to the appropriate person for dissemination to members on an as needed basis,

g)       Send correspondence on behalf of the guild as needed, and

h)       In general, perform all duties incidental to the office of Secretary and such other duties as from time to time may be assigned to the secretary by the Chairman or the President.

Section 5               Treasurer. The treasurer shall:

a)       Have charge and custody of and be responsible for the funds, instruments and securities of the guild,

b)       Receive and give receipts for monies due and payable to the guild,

c)       Deposit all such monies in the name of the guild in banking or saving institutions as shall be selected in accordance with provisions of Article VIII, Section 2 of these Bylaws,

d)       Prepare, or have prepared, reports of financial condition of the guild as may be required from time to time,

e)       Retain and pay bills as and when due,

f)        Maintain financial records (including balancing and reconciling bank statements and books prior to each monthly meeting),

g)       Report to the guild on the current and up-to-date financial position and condition of the guild,

h)       Assist and/or facilitate an annual audit of the books of the guild or as otherwise directed by the Board of Directors or Officers from time to time,

i)         Develop an annual budget for the guild,

j)        Be the Chief Financial Officer of the guild and perform all duties incidental to the office of Treasurer,

k)       Perform other duties as from time to time may be assigned by the Chairman, or President, and

l)         Upon election of a new Treasurer, the outgoing Treasurer and newly elected Treasurer will work together with financial institutions of the guild to update records regarding mailing address for statements and/or signatory authority on accounts of the guild.

Section 6               Membership Director. The membership director shall:

a)       Keep an updated list of members with name, mailing and email addresses, phones, birth date, date of initial dues payment and renewal,

b)       Periodically provide new member information to members,

c)       Prepare attendance, visitor and show and tell sign-in sheets for meetings,

d)       Prepare name tags for visitors and/or new members,

e)       Provide a copy of the guild Directory to new members,

f)        Provide membership cards to members. Once a year prepare and distribute the guild Directory including meetings, programs, officers, activities for the year, a membership list (reflecting contact information for members in good standing, namely those whose dues are paid through December of the current year) and other pertinent information,

g)       Receive membership forms and dues, record receipt of same and remit dues to Treasurer,

h)       Furnish new member information to the Secretary,

i)         Once a year provide Yahoo Group Moderators with a list of members who have not renewed membership so that Yahoo Group membership may be updated,

j)        Assign members to Contact Groups, and

k)       Perform such other duties as may be from time to time assigned by the Chairman or President.

Additional Appointed Positions

Section 1               Quilt Show Chair. The Quilt Show Chair shall:

a)       In consultation with the President, make arrangement for the location, dates, and time of the biennial quilt show of the guild,

b)       Sign any necessary contracts making such reservations,

c)       Engage a show judge and any lecturers or speakers,

d)       Appoint quilt show committee chairs to carry out duties regarding the show,

e)       Oversee and direct each committee as necessary, and

f)        Consult with Officers and Board as decisions are made regarding the show.

Section 2               Quilt Show Co-Chair. The Quilt Show Co-Chair shall assist the Quilt Show Chair in any way that is needed.

Section 3               Nominating Committee. The Nominating Committee shall:

a)       Contact candidates for guild positions, ensure candidates have been a member in good standing for three years, obtain permission to place his/her name in nomination,

b)       At the September meeting, present nominations to the guild for voting at the October meeting.

Section 4               Courtesy Chair. The Courtesy Chair shall:

a)       Send appropriate cards to members in the event of illness or bereavement, and

b)       In general, perform all duties incidental to the office of Courtesy Chair and such other duties as from time to time may be assigned to the courtesy chair by the Chairman or the President.

Section 5               Contact Group Leaders. Contact group leaders shall:

a)       Contact members of their assigned groups to perform assigned duties, including but not limited to providing refreshments for the general meeting, and/or cleaning up after such meeting,

b)       Supply paper products for refreshments, and

c)       Assist the President to set up and decorate tables for July and December meetings, and clean up after the meetings.

Section 6               Website Administrators. Website administrators shall:

a)       Maintain and update website and blog, and

b)       Serve as liaison between Webmaster and guild.

Section 7               Yahoo Group Moderators. Yahoo group moderators shall:

a)       Maintain and update Yahoo group membership,

b)       Post files and documents to Yahoo group as needed, and

c)       Notify members of illnesses, deaths, or changes as requested by Officers.

ARTICLE VIII   Checks and Deposits

Section 1               Checks. The President and Treasurer shall each be authorized to sign checks on behalf of the guild, provided that the signature of one (1) of them shall be required to act.

Section 2               Deposits. All funds of the guild shall be deposited from time to time to the credit of the guild in such banks, savings institutions, trust companies or other depositories as the Board, by resolution, may select.

ARTICLE IX      Fiscal Year

The annual accounting period and taxable year of the guild shall end on the last day of December of each year, unless changed by appropriate resolution of the Board.

ARTICLE X        Seal

There shall be a guild seal in such a form as may be approved from time to time by the Board. The seal shall be affixed to such instruments and documents as required by law and may be affixed to instruments where not required by law at the discretion of the Board or any Officer of the guild.

ARTICLE XI      Amendments

These Bylaws may be altered, amended, or repealed and new Bylaws adopted by a majority of guild members at any general meeting. Guild members should be notified of the proposed change to the Bylaws either at a meeting or through the newsletter. Changes to the Bylaws may be approved by at least a 51% margin of the members present and voting.

ARTICLE XII     Records and Reports

Section 1               Minutes. The guild shall keep as permanent records minutes of all meetings of the Board, and a record of all actions taken by the Board without a meeting. The monthly newsletter functions as minutes of the guild meeting.

Section 2               Accounting and Financial Records. The guild shall maintain appropriate accounting and financial records.

Section 3               Written Form. The guild shall maintain its records either in written form or another form capable of conversion into written form within a reasonable time.

Section 4               Records at Principal Office. The guild shall keep a copy of the following records at its principal office at all times:

a)       The Articles,

b)       These Bylaws, along with any amendments or changes,

c)       A list of names and home addresses of current Board of Directors and Officers, and

d)       The guild’s most recent status report required under the Act and delivered to the Mississippi Secretary of State.

ARTICLE XVI   Severability.

If any provision of these Bylaws or its application to any person or circumstance is held invalid by a court of competent jurisdiction, such invalidity shall not affect any other provisions or applications of these Bylaws that can be given effect without the invalid provision or application, and, to this end, the provisions of these Bylaws are severable.

Certified as adopted and approved as the revised Bylaws of the Pine Belt Quilters, Inc. effective the 16th day of April 2014.

Linda Flanders, Secretary