Complete Revision October 2003; Amended November 2006, February 2008, September 2008, November 2011, December 2012, April 2013, December 2015, September 2017, April 2023, October 2023.
The mission of the Des Moines Area Quilters Guild is to stimulate an interest in quilts and quilt making, educate its members, provide for the interchange of information, and encourage community giving. (Adopted—October 8, 2012)
The corporation shall be nonprofit with the purpose of stimulating an interest in quilts and quilt making, educating its members, providing for the interchange of information, and exercising all power granted by the Iowa Code chapter 504A (1983).
The registered office of the corporation shall be the current treasurer’s address. The current treasurer shall be the registered agent of the Des Moines Area Quilters Guild, Inc. The mailing address shall be PO Box 71709, Clive, IA 50325
Section 1. A Board of Directors shall consist of members in good standing of the Des Moines Area Quilters Guild, Inc. and shall manage the corporation.
Section 2. The Board of Directors shall consist of the President, Vice President, Recording Secretary,
Corresponding Secretary, Treasurer, Director(s) at Large, Program Chair(s), Quilt Show Chair(s), and
Community Giving Chair(s). The President, Vice President, Recording Secretary, Corresponding
Secretary, and Treasurer shall have one vote each. The Program Chairs, Quilt Show Chairs, and
Community Giving Chairs shall each have one vote per position. The Directors at Large shall share 1 vote.
Section 3. The term of office for each director shall be two years. A director elected to the office of Vice President shall serve as Vice President for one year and assume the office of President during the second year of the term. An Individual(s) elected to the office of Director(s) at Large-elect shall serve as Director(s) at Large during the second year of the term. An individual(s) elected to the office of Program Chair(s)-elect shall serve as Program Chair(s) during the second year of the term. An individual(s) elected to the office of Quilt Show Chair(s)-elect shall serve as Quilt Show Chair(s) during the second year of the term. An individual(s) elected to the office of Community Giving Chair(s)-elect shall serve as Community Giving Chair(s) during the second year of the term. The Director(s) at Large-elect, Program Chair(s)-elect, Quilt Show Chair(s)-elect and Community Giving Chair(s)-elect shall be non-voting positions the first year in office. No individual may hold the same elected position for more than one consecutive term.
Section 4. 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.
Section 5. There shall be an annual meeting of the Board of Directors preceding the annual meeting of the members. There may be such other regular meetings as the Board may establish by resolution.
Section 6. Any two members of the Board of Directors may call special meetings of the Board of Directors.
Section 7. Notice of any regular meeting, except the annual meeting and any special meeting, shall be given to the members of the Board, either orally or in writing, at least five days prior to the meeting.
Section 8. Meetings, either regular or special, may be held by conference call or similar communication system.
Section 9. Directors shall receive no compensation for performing director duties unless specifically granted by the members of the corporation.
Section 10. Directors shall be indemnified to the full extent permitted by law.
Section 11. In the event of a vacancy on the Board, the remaining Board members shall appoint a successor to complete the remainder of the term.
Section 1. The Executive Officers of the corporation shall be the President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer.
Section 2. The duties of the President shall be to preside over all meetings and, with Board approval, to appoint committees necessary for the welfare of the corporation. The President shall oversee the Audit Committee, the Charity Auction Committee, and the Leadership Committee.
Section 3. The duties of the Vice President shall be to perform the presidential duties in the absence of the President or at the President’s request. The Vice President shall coordinate the Newcomers Group and Small Group information. The Vice President shall oversee the Nominating Committee.
Section 4. The duties of the Recording Secretary shall be to record and be custodian of the minutes of the annual meeting; Board of Directors’ meetings; and all Guild historical material. The Recording Secretary shall keep membership records; publish a membership directory by the March meeting each year, collect dues and issue membership cards. The Recording Secretary shall oversee the By-laws, Membership Development, and Parliamentarian Committees.
Section 5. The duties of the Corresponding Secretary shall be to conduct general correspondence of the corporation including sending newsletters and condolence cards as requested. The Corresponding Secretary shall monitor and distribute emails sent to the Guild’s website in a timely manner and act as liaison with the Social Media Manager.
Section 6. The duties of the Treasurer shall be to take charge of all dues and funds made available to the corporation. The Board of Directors must authorize expenditures not within the current approved budget exceeding $1,000. The Treasurer shall keep a written account of all monetary transactions involving the corporation. The Treasurer shall prepare the annual budget for approval by the Board of Directors; and shall file all required taxes and licenses; prepare a year-end report for the Board of Directors to approve and be examined by the Auditing Committee; and publish the final year-end report and have copies on hand upon request. The Treasurer shall be bonded. The Treasurer shall oversee the Retreat and Budget Committees.
The Facility Manager shall report to the Treasurer. The Facility Manager shall be the liaison acting on the part of the Des Moines Area Quilters Guild to facilities where the guild conducts business. The Facility Manager shall negotiate rent and facility usage agreements. Committees using any facility space will coordinate with the Facility Manager. All Facility usage will be reserved by the Facility Manager.
Section 7. The duties of the Director(s) at Large shall be to oversee policy and assist the officers as necessary for the welfare of the corporation including responsibility for hospitality at meetings, and other member activities. The Director(s) at Large shall oversee the Library Committee.
Section 8. The duties of the Program Chair(s) shall be to recommend and arrange programs for meetings attended by the membership, subject to approval by the Board of Directors. The duties of the Program Chair(s)-elect shall be to plan and coordinate all meeting programs in the succeeding year. The Program Chair(s)-elect shall also assist the Program Chair(s) and in the absence of or at the request of the Program Chair(s) perform the duties of the Program Chair(s). The Program Chair(s) shall oversee the Program Committee.
Section 9. The duties of the Quilt Show Chair(s) shall be to implement all activities pertaining to the current year annual quilt show, subject to approval by the Board of Directors. The duties of the Quilt Show Chair(s)-elect shall be to plan and coordinate all activities pertaining to the annual quilt show in the succeeding year. The Quilt Show Chair(s)-elect shall also assist the Quilt Show Chair(s) and in the absence of or at the request of the Quilt Show Chair(s) perform the duties of the Quilt Show Chair(s). The Quilt Show Chair(s) shall oversee the Quilt Show Committee.
Section 10. The duties of the Community Giving Chair(s) shall be to receive and distribute charity quilts, and handle community-giving requests for donations and other special projects. The Community Giving Chair(s) shall oversee the Education Outreach.
Section 11. It shall be the duties of each Director to train their successor and to transfer all property of the corporation to their successor.
Section 1. Standing Committees shall have a continuing existence. The following are standing committees: Communication (Newsletter and Website), Library, and Membership Development.
Section 2. The following appointments shall be approved by the Board of Directors after the annual meeting: Newsletter Editor(s), Website Editor(s), Librarian(s), Retreat Coordinator(s), Audit Committee Chair, and Education Outreach Committee Chair(s) and Membership Development Committee Chair. These appointees may attend any Board meeting, but do not have voting privileges.
Section 3. The duties of the Newsletter Editor(s) shall be to compose a newsletter and distribute it to the membership as determined by resolution of the Board of Directors. The Newsletter Editor(s) shall report to the Corresponding Secretary.
Section 4. The duties of the Website Editor(s) shall be to maintain the corporation’s website and update the materials as necessary, and share the duty of checking emails sent to the Guild’s website with the Corresponding Secretary. The Website Editor(s) shall report to the Corresponding Secretary.
Section 5. The duties of the Librarian(s) shall be to purchase materials and manage the library inventory and be custodian of all library materials. The Librarian(s) shall report to the Director(s) at Large.
Section 6. The duties of the Membership Development Committee chair shall be to recruit new members and promote quilting to groups of audiences who might not otherwise consider quilting. The Membership Development committee chair shall report to the Recording Secretary.
Section 7. The Chair of a Standing Committee shall be a Director, or approved by the Board of Directors. Standing Committee Chairs shall serve two years or longer in the same position with the approval of the Board of Directors. It shall be the duties of each Standing Committee Chair to train their successor and to transfer all property of the corporation to their successor.
Section 8. Special Committees exist for a specific length of time to achieve a specific task. The following are Special Committees: Audit Committee, Budget Committee, Program Committee, Quilt Show Committee, Retreat Committee, Auction Committee, Education Outreach Committee, Nominating Committee, By-law Committee.
Section 9. The Audit Committee shall inspect the books of the corporation, as determined by the Board of Directors, annually with a final examination being performed in January for the prior fiscal year. The results of the examination are to be reported to the Board of Directors by the March Board meeting by the examiner(s). The Audit Committee shall select an outside professional to review statements and procedures annually. The Treasurer shall provide materials to the Audit Committee and be present as required. The President shall oversee the Audit Committee.
Section 10. The Board of Directors and Committee chairs shall prepare an annual budget at the January Board meeting and communicate it to the Guild Members by March. The Treasurer shall chair the meeting.
Section 11. The Program Committee shall assist and be directed by the Program Chair(s) in implementing program and workshop activities.
Section 12. The Quilt Show Committee shall assist and be directed by the Quilt Show Chair(s) in planning, coordinating and implementing all the activities pertaining to the Annual Quilt Show.
Section 13. The Quilt Retreat Chair(s) shall be in charge of retreats and shall make arrangements for retreat dates with the concurrence of the Board of Directors. The Quilt Retreat Chair(s) shall report to the Treasurer.
Section 14. The Education Outreach Committee shall promote quilting in the community. The Education Outreach Committee shall report to the Community Giving Chair(s).
Section 15. The Nominating Committee shall prepare and present a slate of nominees to the membership at the annual meeting. The nominations by this Committee shall not prohibit members from making other nominations at the annual meeting. The Committee shall also search for Standing and Special Committee Chair Appointees. The Vice President shall oversee the Nominating Committee.
Section 16. The By-laws Committee shall function at the request of the Board of Directors. The Committee will review the by-laws and make recommendations for changes to be presented to the Board of Directors. The Recording Secretary will chair the Committee.
Section 17. The Chair of the Special Committees shall be a Director, or approved by the Board of Directors. Special Committee Chairs are requested to serve on the committee until the completion of the task. It shall be the duties of each Special Committee Chair to transfer all property of the corporation to the corresponding Director.
Section 18. A Leadership Committee shall meet every two years, beginning in 2023, to review the Guild’s financial status and opportunities for additional programs/activities that benefit the Guild Members. The Leadership Committee shall be under the direction of the President.
Section 1. Meetings of the membership shall be held as provided by resolution of the Board of Directors.
Section 2. The date of the annual meeting shall be November or December at a time and location to be determined by the Board of Directors.
Section 3. At least 90 days prior to the annual meeting, the Vice-President shall appoint a Nominating Committee, with Board of Directors’ approval, to consist of a minimum of three members, at least one shall be a member of the Board. Nominations may also be made from the floor during the annual meeting.
Section 4. Directors shall be elected at the annual meeting of members for a term of two years and until the successors have been duly elected and qualified.
Every year a Vice President, Director(s) at Large-Elect, a Program Chair(s)-Elect, and a Quilt Show
Chair(s)-Elect, Community Giving Chair(s)-elect shall be elected.
The Recording Secretary shall be elected to begin terms in even-numbered years.
The Treasurer and Corresponding Secretary shall be elected to begin terms in odd-numbered years.
Section 5. Any Director can be removed by an affirmative vote of the majority of the entire Board of Directors.
Section 6. The members shall be notified at least seven days prior to the annual meeting of the date, time, and place of the annual meeting. The members shall also be notified of the slate of nominees and bylaw changes.
Section 7. At any meeting of the members, the presence of 10 percent of the membership shall constitute a quorum, and a majority of the quorum may decide any matter coming before the meeting.
Section 8. Special meetings of the members may be called by the Board of Directors and upon the written request of any ten members. Notice of a special meeting shall state the purpose and be communicated 14 days prior to the meeting.
Section 9. Upon notice as the President may prescribe, the members may meet at any other times for the purpose of furthering the activities of the corporation. No minutes need be kept at these meetings unless some action is taken which is binding on the corporation.
Section 1. Regular membership shall be open to any person 18 years or older. A junior membership is available to persons under 18. A junior member may attend monthly meetings and display quilts at the annual show. The junior member may not hold office.
Section 2. The annual membership dues shall be payable commencing January 1 for the calendar year in an amount to be determined by the Board of Directors.
Section 3. Membership cards shall be issued when dues are paid. The Recording Secretary may replace lost cards.
Section 1. This corporation shall not have any stock nor pay dividends, nor shall it have a seal.
Section 2. Each member has one vote; no proxy voting.
Section 3. The corporation shall have such fiscal year as may be adopted by the Board of Directors. The President shall appoint an Audit Committee that shall examine the corporation’s books as kept by the Treasurer.
Section 4. These by-laws may be amended at any meeting by a majority of the Board of Directors. Membership shall be notified one month prior on any proposed change to these bylaws.
Section 5. The corporation adopts the newly revised Robert’s Rules of Order as its authority on parliamentary law.
In compliance with current copyright laws, copyrighted material may not be reproduced by the Des Moines Area Quilters Guild, Inc. or in the Guild’s name unless written permission from the holder of the copyright is on file with the Guild’s Recording Secretary. This includes books, patterns, graphics, periodicals, audiovisuals, and recordings.
RESOLVED: That the officers of the Board of Directors of the Des Moines Area Quilters Guild, Inc. be authorized to correct article and section designations, punctuations, and cross references and to make other such technical and conforming changes as necessary to reflect the intent of the Des Moines Area Quilters Guild, Inc. members.
Every profession, hobby, or organization develops its own specialized language and the Des Moines Area Quilters Guild is no different. Listed here are some frequently used terms and their meanings.
Show-and-Tell. This is a chance to show Guild members’ latest efforts and see what others are doing. Show-and-tell is a very popular activity. Projects do not have to be finished to be shown. In fact, someone who is stuck on a project and would like some suggestions on how to proceed should bring it to show-and-tell.
Charity quilts. One of the Guild’s community giving projects is to donate quilts to several charities. Guild members make quilts for various organizations. The quilts can be of any type: elaborate or simple; pieced, appliquéd, or made of a preprinted fabric. They can be tied, machine- or hand-quilted. Anyone wishing to donate a quilt may bring the finished quilt to a Guild meeting, and it will be delivered to one of the charities.
Small groups. Many quilters enjoy getting together with a smaller group of quilters. Small groups consist of 2 to 30 people. Each group decides how often to meet, where to meet, and what they want to do. Small groups are an excellent way to get to know other quilters and share ideas. Throughout the year there shall be opportunities for people who would like to form or join small groups. Contact the Vice President for more information.
Quilt show. The quilt show is held each fall. Entries are open to all members. Varieties of quilts are entered including bed size, wall hangings, miniature quilts, quilted clothing, and items for the home. It is an opportunity for us to share our work with the community. A successful quilt show requires many volunteers to organize and serve on the various committees, hang quilts, sell and take tickets, and work as show hostesses. In conjunction with the quilt show two of our major fundraisers take place: a show quilt(s) to be determined by show committee and silent auction.
Quilt challenge. This is an opportunity for members to stretch their skills and have fun. Each challenge has its own rules. Sometimes there is a theme, a block that has to be worked into the quilt, or other restrictions that create the challenge. The pattern and design are up to the individual. Completed challenge projects are shown together at a designated time, usually at the annual meeting.
