Adopted October 3, 2000, Revised in October, 2011

ARTICLE I---Name and organization

The name of the non-profit organization is Pella Area Quilters Guild, Inc., incorporated under Iowa Code Chapter 504A (1983) on March 20, 2000.

The Pella Area Quilters Guild shall be organized and operated exclusively for charitable purposes as limited by Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of this organization will inure to the benefit of, or be distributable to its members, trustees, officers, or other private people. No part of the activities of the organization will be the carryon of propaganda, or otherwise attempting to influence legislation, and the organization will not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

ARTICLE II---Purpose

The purpose of the Pella Area Quilters Guild, Inc., shall be to promote the appreciation of the heritage and art of quilters by educating its members through instruction and mutual support, presenting quilts to the public, and providing quitles for charitable causes.

ARTICLE III---Address and agent

The registered address of the corporation is 993 1987 Place, Pella, IA 50219, and the registered agent is Karen Spencer.

ARTICLE IV---Membership

1. Membership is open to any person upon payment of the annual dues.

2. The annual membership dues shall be payable January 1 of each year in an amount determined by the members. Any member who fails to pay dues by March 1 will be dropped from the membership.

3. Guests may attend one meeting but must pay membership dues when attending the second time. A first-time member may join at any time during the year and pay dues pro-rated on a quarterly basis.

ARTICLE V---Board by Directors

1. The Pella Area Quilters Guild, Inc., shall be managed by a Board of Directors.

2. The board of Directors shall consist of the Officers, Publicity Director, Newsletter Editor, Historian and a Representative from each committee.

3. A majority of the Board of Directors shall constitute a quorum for the transaction of any business and a simple majority of the quorum may decide any question.

4. The board may appoint committees to assist in carrying out the duties of Board members or the operation of the organization.

5. Any vacancy on the Board, other than that of President, will be filled by Board appointment.

ARTICLE VI---Officers and Duties

1. The Officers of the Pella Area Quilters Guild shall be President, Vice-President, Secretary, and Treasurer. They shall serve for a term of one year, except for the Vice-President, who shall serve a two year term and succeed to the Presidency in the second year.

2. The duties of the President shall be to preside at all meetings of the membership and the Board of Directors; to appoint a Program Committee, Publicity Director, Librarian, Quilt Show Committee, Newsletter Editor, Historian, and any other deemed necessary; to call meetings of the Board of Directors; and to sign checks in the absence of the Treasurer.

3. The duties of Vice-President shall be to preside at meetings in the absence or at the request of the President and to help the Treasurer prepare the annual budget.

4. The duties of the Secretary shall be to record and be custodian of the minutes of the business meetings of the membership and the Board of Directors and to handle all correspondence.

5. The duties of the Treasurer shall be to collect dues and fees; to keep a written record of all financial transactions; to propose a budget for the following year at the November annual meeting for membership approval; to give a written report at the end of each fiscal year; and to keep membership records.

a. Any non-budgeted expenditure over $100 must be authorized by the Board of Directors, which may amend the budget when necessary.

b. The treasure’s books shall be audited at the end of each year by an appointee of the Board.

ARTICLE VII---Meetings

1. Meetings shall be held once a month.

2. The annual meeting shall be held in November for the election of officers and approval of the budget.

3. At any meeting of the member, the presence of half the membership shall constitute a quorum, and a majority of those present may decide any matter coming before the meeting. Each member shall have one vote.

4. Voting will be done by ballot for the election of officers.

5. The organization holds Roberts’ Rules of Order as its authority on parliamentary procedure.

ARTICLE VIII---Elections

1. In September the Executive Board shall appoint a Nominating Committee consisting of three members.

2. The Nominating Committee shall present a slate of officers at the October meeting, before the election in November. The proposed slate shall be published in the newsletter for November.

ARTICLE IX---General

1. The Board shall present proposed changes to the By-laws in the newsletter for consideration by the membership at the following meeting.

2. The fiscal year shall be from January to December of each year.