ARTICLE I – Name & Governing Laws

1.01
This not for profit organization shall be known as Salt Creek Quilters Guild, incorporated under the Illinois General Not-for-Profit Corporation Act.

1.02
These By-Laws constitute the code of rules adopted by Salt Creek Quilters Guild (the "Guild") for the regulation and management of its affairs.

ARTICLE II – Purpose

2.01
Salt Creek Quilters Guild is organized to promote the act of quilt making and to provide educational opportunities to the community and members of the Guild.

2.02
The Guild is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code.

ARTICLE III – Membership

3.01
Membership shall be open to anyone interested in the art of quilt making.

3.02
Membership in the Guild shall consist of Active Members and Subscription Members.

3.03
Active Member – The number of Active Members of the Guild shall be determined by the Board of Directors. If there are more eligible persons for Active Membership than the number of Active Members determined by the Board of Directors, then the Membership Committee shall maintain a waiting list of eligible persons. An Active Member is a member in good standing who upholds the object of the Guild and is current in payment of Active Dues. If an Active Member does not attend regularly scheduled meetings, she may be dropped from Membership at the discretion of the Board and will be placed at the bottom of the waiting list if she wishes to be considered for Active Membership. Active Members are required to serve during the preparation and/or presentation of the Quilt Show.

3.04
Subscription Member – A Subscription Member is a member in good standing who upholds the object of the Guild and is current in payment of Subscription Dues. A Subscription Member shall be entitled to a subscription of the Guild newsletter, attend meetings at the rate established for guests and be eligible for workshops only after Active Members have had a first opportunity to sign up. A Subscription Member is not entitled to vote on any Guild issues.

3.05
Membership Fee Structure – The membership fees for Active Members and Subscription Members shall be determined by the Board of Directors prior to the April meeting and published in the newsletter prior to the Annual Meeting.

3.06
Nonpayment of Dues – Active Members whose membership fees for the upcoming year have not been paid by May 31st shall be dropped from Active Membership and placed at the bottom of the waiting list if they wish to be considered for Active Membership.

ARTICLE IV – Board of Directors and Officers

4.01
General Powers – The property, affairs and business of the Guild shall be managed by or be under the direction of the Board of Directors.

4.02
Members of the Board – The Board of Directors shall consist of the Officers and Chairmen of all standing Committees. The Past President shall serve as an ex-officio board members for one year after leaving office.

4.03
Officers – The Officers shall be President, First Vice-President, Second Vice-President, Secretary and Treasurer.

4.04
Elections and Term of Office – Officers shall be elected at the Annual Meeting. The President, Second Vice-President, Secretary, and Treasurer shall serve two (2) years. The First Vice-President shall be elected for a two-year term of duty, serving first for one (1) year as the First Vice-President and then for one (1) year as only the Program Chairman. The President, with the approval of the Board of Directors, shall appoint successors to fill unexpired terms. Eligibility for office of President requires two (2) years of active Board membership. Any Officer may be removed for cause by the affirmative vote of a two-thirds majority of the whole Board of Directors.

4.05
Committee Chairmen – The Chairmen of standing committees shall be appointed by the President, with the approval of the Board of Directors. The Committee Chairmen shall be responsible for reporting to the President. Committee Chairmen shall serve for one (1) year and may be reappointed by the President for consecutive terms.

4.06
Duties of Officers

ARTICLE V – Meetings

5.01
Regular Monthly Meetings – Regular monthly meetings shall be held the second Thursday during the months of September through April at 7:00 p.m., or as determined by the Board of Directors and conveyed to the members in writing. The Board of Directors may establish a guest fee for attendance by non-Active members.

5.02
Annual Meeting – The Annual Meeting shall be held the Second Thursday of May, each year, at the time and place designated by the Board of Directors. Attendance is limited to Active Members only. The Annual Meeting shall be for the purpose of electing Officers and for the transaction of other business presented at the meeting. Independent nominations of candidates for election may be made at the Annual Meeting.

5.03
Board of Directors Meeting – The Board of Directors shall meet as deemed necessary by the President or a Board Member.

ARTICLE VI – Committees

6.01
Nominating Committee – The Nominating Committee shall consist of three (3) members: one Board Member and two Active Members at large. The report of the Nominating Committee shall be made know in the April newsletter. The Nominating Committee can only consider Active Members in good standing who agree to accept the responsibility of the position.

6.02
Program Committee – The Program Committee will be responsible for administrating the programs for the regular monthly meetings during the current guild year. The Program Committee will also administer any special programs or workshops held during the current guild year.

6.03
Membership Committee – The Membership Committee shall collect dues, prepare an Active Membership directory to be presented to all Active Members, and hold introductory meetings for new members periodically. The Membership Committee shall maintain a waiting list of all eligible persons for Active Membership.

6.04
Newsletter Committee – The Newsletter Committee shall be responsible for keeping the Active and Subscription Members informed of Guild activities through newsletters.

6.05
Contracts Committee – The Contracts Committee will be responsible for determining the programs and hiring the speakers for the upcoming guild year. (The current year's programs will be the responsibility of the Program Committee as specified in Section 6.02.)

6.06
Special Committees – Special Committees shall be formed when deemed necessary by the Board of Directors.

ARTICLE VII – Amendments

7.01
These By-Laws may be altered, amended or repealed and new By-Laws adopted at any meeting of the Guild by a two-thirds vote of the Active Members present. All proposed amendments shall be submitted in writing to the Active Members no later than the meeting prior to the meeting at which the vote will be taken.

ARTICLE VIII – Parliamentary Authority

8.01
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the By-Laws of the Guild.

ARTICLE IX – Fiscal Year

9.01
The Fiscal Year of the Guild shall be June 1 through May 31.

ARTICLE X – Indemnification of Officers and Directors

10.01
The Guild shall indemnify all Officers, Directors, Active Members and Agents to the full extent permitted by Section 108.75 of the Illinois General Not For Profit Corporation Act of 1986 and any amendments thereto.

ARTICLE XI – Dissolution

11.01
No part of the net earnings of the Guild shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Guild shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Guild shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Guild shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Guild shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

11.02
Upon the dissolution of the Guild, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.