Develop and encourage the art of modern quilting. 

Work with other guilds and groups with a similar purpose. 

Encourage new quilters and other fiber artists interested in non-traditional and non-a fiber project 

Offer educational opportunities through classes, workshops, and sharing of information. 

Support and provide the opportunity for “charity” or other works that provide back to the community through the use of modern quilting skills. 

ARTICLE I: NAME, PURPOSE, GENERAL MATTERS

1.1 NAME 

The name of this guild is LAKE SUPERIOR MODERN QUILT GUILD also referred to as “the LAKE SUPERIOR MQG” and “the Guild.” 

1.2 PURPOSES

The Guild is organized and will be operated exclusively for charitable, religious, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 

This Guild is additionally organized to do any and all lawful acts that may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Guild. 

Notwithstanding any other provision of these articles, the organization 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 the 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 the corresponding section of any future federal tax code. 

No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in,  intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 

The Guild is an affiliate member of the Modern Quilt Guild Inc. Through a group exemption with the Modern Quilt Guild Inc., the Guild is a 501(c)(3) tax-exempt organization. 

Within the scope of these purposes, the Guild is organized and operated to

● Develop and encourage the art of modern quilting. 

● Work with other guilds and groups with a similar purpose. 

● Encourage new quilters and other fiber artists interested in non-traditional and non-a fiber project 

● Offer educational opportunities through classes, workshops, and sharing of information. 

● Support and provide the opportunity for “charity” or other works that provide back to the community through the use of modern quilting skills. 

The assets and property of the Guild are hereby pledged for use in performing its exempt purpose. 

1.3 LOCATION

Duluth, Minnesota & Superior, Wisconsin area

1.4 MISSION

To inspire, educate, and connect modern quilters and fiber artists. LSMQG exists to promote the artistry of modern quilting, mentor new members, provide collaborative learning opportunities, and strengthen our community through charitable sewing initiatives and partnerships with like-minded organizations.

1.5 NO PRIVATE INUREMENT

No part of the net earnings of the organization shall inure to the benefit of, or be distributable  its members, trustees, officers, or other private persons, except that the organization shall  authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this document. 

1.6 FISCAL YEAR/ANNUAL MEETING

 The fiscal year begins on January 1 and ends on December 31 of each year. The January meeting of The Guild will be considered the Annual Meeting where new Officers take office, the Budget is presented for approval of members and the outgoing President(s) and Treasurer deliver reports.

1.7 PRIVACY

Member information is for the purpose of The Guild business only and every

effort will be made to protect the privacy of individual members. Personal information

of members will never be offered for sale or otherwise to non-authorized parties.

1.8 ROBERT’S RULES OF ORDER 

All general meetings and Guild Council will be conducted in accordance with Robert’s Rules of Order unless specifically excluded by these Bylaws.

1.9 NON-DISCRIMINATION 

No person may be denied membership to The Guild or be denied participation in any Guild events or activities because of the person's sex, race, religion, national origin, ancestry, creed, pregnancy, marital or parental status, sexual orientation or physical, mental, emotional or learning disability.

ARTICLE II: MEMBERS

2.1 MEMBERSHIP 

Membership is granted to persons 15 years or older upon completion of membership application and payment of dues. Paid members in good standing receive a single vote in Guild matters. Members must adhere to the code of conduct to remain in good standing and maintain membership.

2.2 DUES 

The annual dues amount will be set by the Guild Council. If a member withdraws from The Guild, dues will not be prorated or refunded. Dues must be received by the January 31 to remain in good standing. The Guild Council has the authority to authorize payment arrangements on a case-by-case basis.

2.3 MEETINGS 

The Guild will hold a monthly meeting. The timing of the meeting will be

determined by the Guild Council. The time of the meeting will not change in a fiscal year unless special circumstances are determined by the Guild Council. Members may attend meetings free of charge. Non-members may attend one time free of charge within a fiscal year.

2.4 VOTING 

Each member in good standing receives one vote towards Guild matters. Absentee voting is allowed by proxy voting only.

2.5 REVOKING MEMBERSHIP 

Membership may be revoked in cases of actions that threatens the non-profit status of The Guild. Membership may also be revoked for violating policies set by the hosting meeting space or by participating in any activity related to The Guild that is blatantly criminal.

ARTICLE III: GUILD COUNCIL OFFICERS

3.1 OFFICERS

The Guild Council shall consist of President, Vice Presidents, Secretary, and Treasurer. Each officer must be a member in good standing for the entire term.

Candidates must understand and adhere to The Guild’s purpose and have been an active member for six months to be considered with an exception of the first year of elections within The Guild. Officers must committed to attending the general and Guild Council Meetings.

3.2 NOMINATING COMMITTEE 

Nominations will be solicited 60 days prior to elections.

3.3 ELECTION OFFICER:

Officers will be elected to a one year term by a majority of the members present. Absentee voting is allowed only by proxy. Voting is by paper ballot and will be tallied by 2 members in good standing who are not in consideration for an officer position.

3.4 INSTALLATION OF OFFICERS

Officers will be installed in January following the election for the term of one year unless they resign or are removed from office or membership. All books and papers regarding The Guild shall be delivered to the new Officer by the next Guild meeting.

3.5 FILLING VACANCIES 

An Officer may resign at any time. Any Officer position with the exception of President can be appointed by the Guild Council. A Vice President will fill in for President until Elections can be held.

3.6 POWERS AND DUTIES

The Officers are listed below. Each Officer is responsible for committees as needed.

a. President

b. Vice President of Membership

c. Vice President of Programming

d. Secretary/Webmaster

e. Treasurer

ARTICLE IV: GUILD COUNCIL

4.1 MEMBERS 

The Guild Council shall consist of the Officers of The Guild.

4.2 POWERS

As directed by these Bylaws, the Guild Council will be responsible for managing the business and affairs of The Guild.

4.3 MEETINGS 

The Guild Council shall meet regularly on a schedule as agreed upon by the Officers. Changes to the meeting time or place must be announced in advance by either electronic communication or oral communication with the exception of emergencies. The Guild Council may invite other persons as guests to these meetings.

4.4 QUORUM 

At all meetings of the Guild Council, 50% of the members must be present

to constitute a quorum for the transaction of business. If the quorum is not met, business decisions will not be made and voting will need to be rescheduled.

4.5 VOTING 

A majority of the Guild Council members present at a meeting where the Quorum is met will constitute an affirmative vote.

4.6 ELECTRONIC ATTENDANCE 

Guild Council members are allowed to electronically attend meetings.

ARTICLE V: COMMITTEES

5.1 COMMITTEES 

Committees are created to assist the Guild Council in carrying out activities and responsibilities to The Guild. Committees can be suggested by any member and the Guild Council may officially create or dissolve a committee.

5.2 CHAIRPERSONS AND MEMBERS 

Any member of The Guild in good standing can belong to one or more committees at any one time. Chairpersons will be appointed by a member of the Guild Council.

5.3 CHAIRPERSONS RESPONSIBILITIES 

The Committee Chairperson is responsible for the general supervision of the committee and its membership. The Committee Chairperson reports to its respective Guild Council officer. The Committee Chairperson is responsible for providing the President monthly reports of pertinent information and for notifying the Guild Council immediately of any concerns or issues.

5.4 TERM 

The Guild Council will determine the term for the Committee and Committee Chairperson.

5.5 RESIGNATION AND REMOVAL OF COMMITTEE CHAIRPERSONS

The Guild Council may remove a Committee Chairperson no longer in good member standing. In the event of removal or resignation, the Guild Council may appoint a replacement Committee Chairperson.

5.6 MEETINGS 

Each Committee may meet as needed and set its own rules for quorums and voting.

5.7 FINANCIAL AFFAIRS 

Each committee will work with the Treasurer. At no time should the committee be considered to be independent of The Guild nor fail to submit money or expenses to the Treasurer.

ARTICLE VI: EXECUTION OF DOCUMENTS

6.1 GENERAL 

The Guild Council will be responsible for maintaining the good standing

of The Guild in all matters regarding legal documents and contracts.

6.2 CONTRACTS 

The Guild Council has the power to execute contracts on behalf of the

Guild and to delegate such power to others on a case-by-case basis.

ARTICLE VII: GUILD FUNDS

7.1 All funds delivered to The Guild will be deposited in The Guild bank account. The Treasurer will oversee the bank account and will deliver any check or other payment of monies on behalf of The Guild. A member of the Guild Council will be designated as the back up to the Treasurer.

7.2 TREASURER REVIEW COMMITTEE 

A Treasurer report will be given at every meeting.

7.3 BUDGET ADOPTION 

Guild Council will approve a budget every 6 months for the first year of The Guild operation and on a yearly basis after that.

ARTICLE VIII: INDEMNIFICATION AND INSURANCE

8.1 INDEMNIFICATION OF OFFICERS, MEMBERS, VOLUNTEERS 

The Guild may purchase indemnity insurance as needed for Guild business.

8.2 INSURANCE 

The Guild may purchase and maintain D&O insurance for any member of the Guild Council.

8.3 FIDELITY BOND

The Guild may purchase and maintain a Fidelity Bond when non-profit status is achieved.

ARTICLE IX: DISSOLUTION

9.1 In the event the Guild is dissolved, the money in the Guild’s bank accounts will be

donated to museums and historical societies and/or given to charity.

9.2 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, or the 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. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

ARTICLE X: AMENDMENT

10.1 AMENDING BYLAWS 

The Guild Council may propose an amendment to these Bylaws at any time. The proposed amendment must be electronically proposed via The Guild’s website 2 weeks prior to a regular meeting. Voting will occur at that meeting with the majority of members attending constituting an affirmative response.