Bylaws of the Durham-Orange Quilters’ Guild, Inc.

ARTICLE I – Name

The name of this organization shall be Durham-Orange Quilters’ Guild, Incorporated, herein referred to as DOQ.

ARTICLE II – Nonprofit

No part of DOQ income shall benefit any member, director, officer, or any private individual. Reimbursement for expenditures or the reasonable, contracted compensation for services rendered shall not be deemed to be distribution of income or principal.

ARTICLE III – Purpose

The purpose of this organization is to promote and perpetuate quilt making by bringing together persons who are interested in quilt making; by encouraging a high standard of design and technique in all forms of quilting; and by sponsoring workshops, programs, exhibits, group quilt making, and other related activities as chosen by the membership.

ARTICLE IV – Membership

Section 1. Any person is eligible to become a voting member of DOQ upon payment of annual dues. The Board of Directors shall recommend to the general membership the amount of annual dues. Amount of annual dues will be determined each year by the general membership at the annual business meeting.

Section 2. The fiscal year of DOQ shall be the calendar year (January through December.) A continuing member who has not paid annual dues by March 1 shall be removed from the general membership.

Section 3. Each member shall be entitled to cast a single vote on matters to be decided by the membership. There shall be no voting by proxy.

Section 4. Membership in this corporation is not transferable or assignable.

ARTICLE V – Board of Directors

Section 1. The Board of Directors shall consist of current elected officers. The officers of DOQ shall consist of a President, Program Vice-President, Workshop Vice-President, Secretary, Treasurer, Membership Coordinator, Outreach/Education Coordinator and Newsletter Editor.

Section 2. The Board of Directors shall have general supervision of the affairs of DOQ between business meetings, fix hours and place of meetings, prepare a proposed budget, make recommendations to DOQ, and perform such other duties as specified in the bylaws.
The Board shall review bylaws and all current policies. The Board will also review the preceding year’s minutes to determine business at hand and obligations undertaken in the preceding year.

Section 3. Board Members may be elected to consecutive two-year terms not to exceed four years in the same office. Unexpired terms shall be filled to their expiration date through appointment by the president with the approval of the board.

Section 4. The Board of Directors may designate committees to manage the activities of DOQ.

Section 5. Meetings of the Board of Directors shall be held at least 10 times each year. These meetings will be open to all service positions and members as non-voting participants. Additional meetings may be called by the president or shall be called upon written request of three members of the Board. Notice of any special meeting shall be given at least 3 days prior to the meeting.

Section 6. A quorum is defined as more than half of the Board of Directors for the transaction of business at any Board meeting.

Section 7. Any Board member or Service Position member may be removed by majority vote of the Board whenever it is judged to be in the best interests of DOQ. This action will follow discussion with the office holder.

Section 8. The Nominating Committee shall consist of five members appointed by the Board of Directors and chosen as follows: At least two members of this committee shall be from the Board of Directors; the remaining members of this committee shall be members who have agreed to accept the responsibility of this position. It is preferable that the Past President and Membership Chair serve on this committee. The Nominating Committee shall make a report of one or more nominations for each office to the general membership at the September meeting for election at the annual business meeting. In the October newsletter, the Secretary shall notify the general membership of the slate. Each nominee shall have agreed to accept the responsibilities of that position. Further nominations may be made from the floor at the time of the election, provided that consent of the nominee has been obtained.

ARTICLE VI – Officers

Section 1. One person may hold two or more offices, but no person shall hold the offices of President and either Secretary or Treasurer at the same time.

Section 2. Duties of the Officers shall be those described by the bylaws and such other duties as shall be assigned.

Section 3. Officers shall be elected by majority vote of the general membership at the annual business meeting.

Section 4. Officers shall present a proposed budget for their office for the upcoming year to the Treasurer by the September board meeting.

Section 5. Officers with access to the DOQ bank account and check-writing abilities shall undergo a background check prior to their term starting. The fee for a background check will be covered by the DOQ.

ARTICLE VII – Duties of Officers

Section 1. The President shall be the official representative of DOQ, shall preside at all meetings of the general membership and the Board of Directors, and shall perform any other duties as authorized by the Board of Directors.

Section 2. The Program Vice-President shall, in the absence of the President, perform the duties of the President and shall coordinate DOQ Programs.

Section 3. The Workshop Vice-President shall, in the absence of both the President and the Program Vice-President, perform all the duties of the President and shall coordinate DOQ Workshops.

Section 4. The Secretary shall keep minutes of all meetings of the Board of Directors and general membership, shall conduct general correspondence as required, and shall assume all duties usual to the office.

Section 5. The Newsletter Editor shall prepare and distribute the newsletter to all members.

Section 6. The Treasurer shall have charge of DOQ funds and keep an accurate record of all receipts and disbursements (checks may be signed by either the Treasurer or the President), shall be responsible for depositing the annual dues, and shall make all disbursements approved by the Board of Directors. Whenever required, the treasurer shall furnish the Board of Directors or the general membership an account of all transactions. A financial statement and proposed budget shall be published in the newsletter preceding the annual business meeting and shall be presented to the membership at that meeting.

Section 7. The Outreach/Education Coordinator shall arrange educational and charitable service opportunities benefiting the membership and the community.

Section 8. The Membership Coordinator shall collect dues, maintain and distribute directory and update membership email lists.

ARTICLE VIII – Service Positions

Service Positions, as may be required, will be established yearly by the President with the approval of the Board of Directors. All Service Positions are approved yearly by the board. Service Positions shall present a proposed budget for their committee for the upcoming year to the Treasurer by the September board meeting.

Section 1. The Service Positions may include, but are not limited to, Bee Keeper, Donation Quilts, Door Prizes, Facebook, Hospitality, Liaison, Librarian, Newcomers, Publicity, Symposium, and Website. Each committee shall consist of a committee chair and as deemed necessary for function of the committee at least one appointed member with recognition granted by the DOQ Board.

ARTICLE IX – Membership Meetings

Section 1. DOQ shall hold at least ten regular monthly meetings a year.

Section 2. Special meetings may be held as deemed necessary or desirable and may be called by the President or the Board of Directors. Except in cases of emergency, three days’ notice shall be given.

Section 3. An annual business meeting of the general membership shall be held in October for the purpose of electing officers, approving a budget, and conducting such other business as deemed necessary.

Section 4. A quorum for conducting business shall be those members present at any given meeting.

Section 5. A requirement for the passage of any resolution shall be a simple majority of those present at any given meeting.

ARTICLE X – Corporate Seal

The Board of Directors shall adopt and maintain a corporate seal or logo in the form required by law.

ARTICLE XI – Dissolution

On dissolution, all remaining funds shall be distributed according to federal and state tax laws and the majority vote of current DOQ members.

ARTICLE XII – Parliamentary Authority

The current edition of Robert’s Rules of Order Newly Revised shall be the final source of authority in all questions of parliamentary procedures when the rules therein are not inconsistent with the bylaws of DOQ.

ARTICLE XIII – Amendments

These Bylaws may be amended at any regular meeting of DOQ by two-thirds vote of the members present and voting. Bylaws may be amended provided that the amendment has been presented in writing in at least two issues of the newsletter in advance of the voting date.


Reviewed and approved by the membership June 2016