By-laws for Cornerstone Quilters - as of 02-23-2024

Article I:   Name

Section 1. The name of this Guild shall be Cornerstone Quilters.

Section 2. The logo of the Guild shall be a cornerstone block.

Article II:  Objective

To further awareness of quilting, to promote the sharing of ideas and talents with those interested in quilting. To preserve and develop the art of quilting and to educate members and the public about the place quilts hold in our lives, history and hearts.

Article III:  Membership

Section 1. The membership of this Guild shall be open to all those who are interested in the art of quilt making.   Membership shall consist of “Regular Members” and “Associate Members”.  Associate membership is open to those engaged in the business of quilting or quilting-related activities.

Section 2.  Regular Members - Annual Dues as proposed by the Executive Board shall be presented to the Regular guild members by the March meeting for voting approval.  A majority vote approval by Regular Members for the Annual Dues will determine the amount to be collected.  Dues shall be due in April and are non-refundable. Delinquent Regular members will be notified in May, and if dues are not paid on or before the June meeting, the Regular member shall be dropped from the mailing list and membership roll.  Dues shall not be prorated for Regular members.  A Regular Member may join the Guild at any time during the calendar year.

Section 3.  Associate Members - Annual Dues as determined by the Executive Board shall be presented to the Associate guild members by the June meeting.  Dues shall be due and payable in September and are non-refundable.   Delinquent Associate Members will be notified in October.   If dues are not paid on or before the November meeting, the Associate member shall be dropped from the mailing list and membership roll.   Dues shall not be prorated for Associate members.  An Associate Member may join the Guild at any time during the calendar year.

Section 4. Guest fees as determined by the Executive Board shall be charged for non-members attending a Guild meeting.

Article IV:  Officers

Section 1. Officers of this organization shall be:

1. President
2. Vice President
3. Secretary
4. Treasurer

These officers shall perform the duties prescribed by these by-laws and by the parliamentary authority adopted by the organization.

Section 2. A nominating committee of three (3) members shall be appointed from the general membership in March of each election year. It shall be the duty of the nominating committee to nominate one candidate for each office. The nominations of the committee shall be brought before the membership present at the regular April meeting. Nominations from the floor shall be permitted, the nominee's consent having first been obtained. Elections shall be held at the regular May meeting. Newly elected officers shall be installed and assume their duties at the June meeting.

Section 3. The term of office shall be one (1) year, beginning in June. In the event no election is held in May, the officers shall preside until successors are elected.

Section 4. A member of the General Board shall fill a vacancy in an office for the remaining term. The exception shall be that the Vice President shall assume the duties of the President in the event a vacancy should occur in that office.

Section 5. With the exception of the Treasurer, no officer shall be eligible to serve for more than two (2) consecutive terms in the same office. After a two (2)-year absence, a member may again hold the same Executive office in the Guild.  A restriction of term limits shall not be applied to the office of Treasurer. * 

Article V:  Duties of Officers

Section 1. Duties of the President:
The President shall call and preside at all Guild, Executive Board and General Board meetings. The President shall appoint all standing and special committee chairpersons. The President shall perform all duties normally required of the office including but not limited to preparing agendas, overseeing Guild projects, following-up on committee activities, sitting on committees as required or requested.

Section 2. Duties of the Vice President:
The Vice President, in the absence of the President, shall call and preside at all Guild, Executive Board and General Board meetings. The Vice President shall perform all other duties normally required of the office including but not limited to assisting with preparation of agendas, assisting the President with duties, sitting on committees as required or requested.

Section 3. Duties of the Secretary:
It shall be the duty of the Secretary to keep minutes of all Guild meetings in appropriate books. The Secretary shall attend to all guild correspondence, give and serve all notices to the guild; file all documents belonging to the Guild and have current records on hand.

Section 4. Duties of the Treasurer:
The Treasurer shall have care and custody of funds of the Guild, collect and disperse all moneys incidental to Guild business, and act as Guild accounting officer. The Treasurer shall render a statement of the condition of Guild finances at each regular meeting, and at such other times as shall be required. A quarterly financial statement shall be published in the newsletter.

Section 5. Remuneration of Officers:
No officer or Board member of the Guild shall be remunerated for serving on said Board as complies with section 501 (c) (3) of Internal Revenue Service Code.

Section 6.  Authority to Conduct Financial Transactions and Enter into Contracts:
The General Board shall select a depository or depositories where the funds of the Guild shall be deposited. The President and the Treasurer shall each individually have authority to sign all checks, drafts, or other orders for the payment of money.

The General Board may authorize any officer to enter into contracts in the name of and on behalf of the Guild. Such authority may be general or confined to specific business.

Article VI:  Meetings

Section 1. The regular meeting of the Guild shall be held on the third Sunday of the month unless otherwise ordered by the Executive Board. No formal meeting will be held during the months of July and August.

Section 2. A quorum shall consist of thirty-five (35) enrolled members.

Section 3. The annual meeting of the members shall be held on the third Sunday of May in each year beginning at 1:30 p.m. for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Executive Board may designate any place within the Commonwealth of Massachusetts for the annual meeting or for any special meeting called by the Board.

Article VII:  Executive Board and General Board

Section 1. The Executive Board is comprised of the President, the Vice President, the Secretary and the Treasurer.

The Executive Board shall have general supervision of the affairs of the Guild between regular meetings and make recommendations to the Guild. The Board shall be subject to the orders of the Guild and none of its acts shall conflict with action taken by the Guild.

The Executive Board shall appoint from the membership a committee of three (3) to audit the financial statements of the Guild on a yearly basis and report the results of the audit to the Guild and the Annual Meeting in May.

The President shall be authorized to spend up to $50.00 on Guild related matters that may arise between regularly scheduled Guild meetings, without the vote of the Guild. However, any financial action taken must be disclosed to the Guild at the next regular meeting. The President may also approve payment of a regular expense to the guild, i.e. postage, printing of newsletter, etc., provided a dated register receipt is submitted for the reimbursement or payment.

 Special Board meetings may be called by the President and three (3) other members of the General Board. Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting by telephone notice.

Section 2. The General Board shall consist of the Executive Board and the appointed committee chairpersons. 

The General Board shall meet at the same time and in conjunction with the Executive Board.  A quorum for any meeting of the General Board shall consist of one more than half of the members of the General Board.

Regular meetings of the General Board shall be held monthly unless otherwise determined unnecessary by the Executive Board. 

Article VIII:  Committees

Section 1. Names of the committees:

• Activities

• Special Events

• Historian

• Hospitality

• Membership

• Newsletter

• Quilt Show

• Outreach

• Publicity

• Ways and Means

• Member at Large

Section 2. Description of Committees:

• Activities Committee: To provide speakers, instructors, entertainment for the regular meetings and workshops.  Also to provide opportunities for activities for the guild members to participate in (for example (not exclusive) Round Robin, Challenges, Blocks of the month, Show & Tell, fabric swaps, etc.)

• Special Events:  A sub-committee of the Activities Committee, organizing retreats, bus trips, day trips, raffles and fund raising. 

• Historian: Shall be responsible for keeping records of publicity, take photos at Guild meetings and workshops, assemble Guild history book, and make the history book available at all regularly scheduled guild meetings and at the Quilt Show.

• Hospitality Committee: Shall be responsible for presenting a welcoming environment for members and guests at each Guild meeting.

• Membership Committee: Shall manage annual membership renewals and new memberships, and maintain an updated membership database for use by the Guild as needed. 

• Newsletter Committee: Shall be responsible for the assembling and making available the monthly newsletter to Guild members. The Editor shall set a date by which all information is to be in and members submitting same should provide it in written form, ready for copy.

• Quilt Show Committee: Shall plan all phases of the Guild's bi-annual Quilt Show.

• Outreach Committee: Shall research local and national causes that will benefit from our participation and donations. Shall organize, promote and conduct all activities for Guild Projects to be used for Guild Sponsored charities.

  1. • Publicity: Shall assist the Guild in providing information to the public as determined necessary.

• Ways and Means Committee: Shall handle the monthly Guild meeting's door prizes and raffles. Shall solicit businesses to donate items for door prizes and

• Member at Large: Shall attend all General Board meetings as a voting member. Represent general membership of Guild at General Board meetings in terms of discussion. Committee consists of at least one Guild Member appointed by the president of the Guild and shall represent the vote of the members at large. Is not a chairperson of any other Guild committees.

Section 3. The President shall create other committees deemed necessary to carry on the work of the Guild. The President shall be an ex-officio member of all committees except the nominating committee.

 Article IX:  Member Profit

Any member who shall provide a service in the form of a workshop or class shall have the opportunity to be compensated by the Guild at the rate determined by the Executive Board, providing that said workshop is conducted on a day other than the regular Guild meeting.

Article X:  Dissolution

A two-thirds vote of the membership shall be required to dissolve the Guild. Net assets shall be donated to a 501(c) (3) organization whose purposes are similar to this Guild's upon dissolution of the Guild. No funds shall inure to the benefit of or be paid or distributed to any member or donor of the Guild.

Article XI:  Parliamentary Authority

Roberts Rules of Order shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these By-laws.

Article XII:  Amendment of By-laws

At any regular meeting of the Guild, provided that a quorum is present, these by-laws may be amended, repealed, or new by-laws adopted, by a two-thirds majority of those voting (whether present or by proxy).  The proposed change must be submitted in writing to all members of the Guild at least ten (10) days prior to the vote.

*Article IV, Section 5 was amended at the guild meeting held on May 21, 2017.