Bylaws (approved April 2022)
Nimble Fingers Quilters, Inc.
ARTICLE I. Name
The name of the organization shall be Nimble Fingers Quilters, Inc., the “Corporation” or “Nimble Fingers.” The Corporation has been formed as a nonstock corporation in the State of Maryland.
ARTICLE II. Purpose
The Corporation is formed to promote the study and practice of methods of quilting and related types of needlework, to preserve the art and history of quilting and related types of needlework for future generations and to engage in community outreach through exhibits and charitable projects. The Corporation is organized exclusively for charitable and educational purposes, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons except that the Corporation 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 Article Two hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall 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. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation 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 a corporation, 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.
ARTICLE III. Membership
Membership is open to any person upon payment of dues.
ARTICLE IV. Dues
Section 1. Annual dues shall be established for the following year by majority vote of the members at the Annual Meeting in April, upon recommendation of the Executive Board and a 30-day notification to the members.
Section 2. The membership year shall be from May 1st through April 30th. Anyone whose dues are not paid by October 15 shall be dropped from the membership rolls. New members joining after January 1 will be charged one-half the annual dues for the first year.
ARTICLE V. Meetings
Section 1. The organization shall meet monthly except July and August unless the Executive Board notifies the membership of changes in this schedule.
Section 2. The meeting in April shall be the Annual Meeting for electing officers and conducting other business.
Section 3. Special membership meetings may be called by the President for the purposes of enabling the organization to work on individual and group quilting projects and to accomplish other guild activities.
ARTICLE VI. Officers and their duties
Section 1. The elected officers shall be President, Vice President, Secretary, and Treasurer. They shall be elected at the Annual Meeting for a term of one year. Officers shall take office at the May meeting. A vacancy in an office shall be filled by appointment of the President; the appointed person shall serve until the next election.
ARTICLE VII. Fiscal Matters
Section 1. The Treasurer shall prepare a budget for the following year and submit it to the Executive Board for approval.
Section 2. No member shall obligate Nimble Fingers to any contracts or expenses without the approval of the Executive Board. No officer may approve a non-budgeted expenditure exceeding $250.00 without approval of at least one other elected officer.
Section 3. Two (2) signatures of Executive Board members, either actual or electronic, shall be required on all payment requests exceeding $250.00. All contracts obligating Nimble Fingers shall be signed by an elected officer. The bank accounts shall have three (3) author signatories (President, Treasurer, and Secretary).
Section 4. An annual audit shall be performed in May by two members who are not members of the Executive Board.
Section 5. The fiscal year shall be May 1 - April 30.
ARTICLE VIII. Nominations and Elections
Section 1. The nominating committee shall consist of at least three members who are not currently on the Executive Board. The nominating committee shall be appointed by the Executive Board in January and shall present a slate of officers at the March meeting. They shall be encouraged to identify persons willing to serve as chairs and members of committees and provide this information to the President.
Section 2. Any member may make a nomination from the floor at the March or April meetings provided that the nominee has given consent to be nominated and will serve if elected.
ARTICLE IX. Executive Board and Committees
Section 1. The Executive Board shall consist of the elected officers, the chairs of standing committees, and the chairs of any current special committees, and shall meet as needed throughout the year.
Section 2. The Standing Committees of the organization shall be: Program, Membership, Hospitality, Historian, and Newsletter.
Section 3. Officers and Committee Chairs are responsible for keeping a record of the duties of their jobs, documenting the year’s activities and transferring these records to their successors to effect orderly transition from year to year, insuring effective continuity of the organization.
ARTICLE X. Quorum
Twenty-five (25) percent of the membership, present and voting, shall constitute a quorum.
ARTICLE XI. Parliamentary Authority
Robert’s Rules of Order, Newly Revised shall be the parliamentary authority for the organization in all cases to which they are applicable and in which they are not inconsistent with these by-laws.
ARTICLE XII. Amendments
Amendments to these by-laws may be adopted at any meeting if notice of the proposed amendment(s) is given at the previous meeting and in writing to the membership at least 21 days in advance. Adoption will be by majority vote of the members attending.
ARTICLE XIII. Dissolution
Upon the dissolution of the Corporation, assets shall be distributed to the International Quilt Center and Museum, Lincoln, NE, if at the time it continues to qualify as a section 501(c)(3) organization, or to a Section 501(c)(3) organization or to a government entity for a public purpose, as provided by the Executive Board. 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 Corporation 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 XIV. Conflict of Interest
Any officer or committee member having an interest in a contract, other transaction or program or whose spouse or significant other has such an interest presented to or discussed by the Board or Committee authorization, approval or ratification, shall make a prompt, full and frank disclosure of such interest to the Board or Committee prior to its acting on such contract or transaction. Such disclosure shall include relevant and material facts known to such a person about the contract or transaction, which might reasonably be construed to be adverse to the Corporation’s interest. The body to which such disclosure is made shall there upon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can be reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, nor be present for deliberations on such contract or transaction, except to present factual information or to respond to questions deemed necessary by the Board or Board Committee. A person shall be deemed to have an “interest” in a contract or other transaction if that person or that person’s spouse or significant other is the party (or one of the parties) contracting or dealing with the Corporation, or is a director, trustee or officer of, or has a significant financial or influential interest in the entity contracting or dealing with the Corporation.
Nimble Fingers Quilters, Inc.
ARTICLE I. Name
The name of the organization shall be Nimble Fingers Quilters, Inc., the “Corporation” or “Nimble Fingers.” The Corporation has been formed as a nonstock corporation in the State of Maryland.
ARTICLE II. Purpose
The Corporation is formed to promote the study and practice of methods of quilting and related types of needlework, to preserve the art and history of quilting and related types of needlework for future generations and to engage in community outreach through exhibits and charitable projects. The Corporation is organized exclusively for charitable and educational purposes, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons except that the Corporation 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 Article Two hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall 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. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation 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 a corporation, 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.
ARTICLE III. Membership
Membership is open to any person upon payment of dues.
ARTICLE IV. Dues
Section 1. Annual dues shall be established for the following year by majority vote of the members at the Annual Meeting in April, upon recommendation of the Executive Board and a 30-day notification to the members.
Section 2. The membership year shall be from May 1st through April 30th. Anyone whose dues are not paid by October 15 shall be dropped from the membership rolls. New members joining after January 1 will be charged one-half the annual dues for the first year.
ARTICLE V. Meetings
Section 1. The organization shall meet monthly except July and August unless the Executive Board notifies the membership of changes in this schedule.
Section 2. The meeting in April shall be the Annual Meeting for electing officers and conducting other business.
Section 3. Special membership meetings may be called by the President for the purposes of enabling the organization to work on individual and group quilting projects and to accomplish other guild activities.
ARTICLE VI. Officers and their duties
Section 1. The elected officers shall be President, Vice President, Secretary, and Treasurer. They shall be elected at the Annual Meeting for a term of one year. Officers shall take office at the May meeting. A vacancy in an office shall be filled by appointment of the President; the appointed person shall serve until the next election.
- The President shall preside at meetings of the general membership and the Executive Board, appoint chairs of committees, and have the usual powers of management and supervision of such an office. The office of President may be shared by two people.
- The Vice President shall assume the duties of the President in the absence of the President and assist the President in such management duties as assigned.
- The Secretary shall take the minutes at each meeting, recording the official business and other information as assigned and maintain the permanent records of the organization in a businesslike fashion. A brief summary of the minutes shall be published in the newsletter.
- The Treasurer shall collect and deposit revenues, pay bills, file tax reports, and keep permanent financial records in a businesslike fashion. Reports of Nimble Fingers shall be given to the membership as determined by the Executive Board.
ARTICLE VII. Fiscal Matters
Section 1. The Treasurer shall prepare a budget for the following year and submit it to the Executive Board for approval.
Section 2. No member shall obligate Nimble Fingers to any contracts or expenses without the approval of the Executive Board. No officer may approve a non-budgeted expenditure exceeding $250.00 without approval of at least one other elected officer.
Section 3. Two (2) signatures of Executive Board members, either actual or electronic, shall be required on all payment requests exceeding $250.00. All contracts obligating Nimble Fingers shall be signed by an elected officer. The bank accounts shall have three (3) author signatories (President, Treasurer, and Secretary).
Section 4. An annual audit shall be performed in May by two members who are not members of the Executive Board.
Section 5. The fiscal year shall be May 1 - April 30.
ARTICLE VIII. Nominations and Elections
Section 1. The nominating committee shall consist of at least three members who are not currently on the Executive Board. The nominating committee shall be appointed by the Executive Board in January and shall present a slate of officers at the March meeting. They shall be encouraged to identify persons willing to serve as chairs and members of committees and provide this information to the President.
Section 2. Any member may make a nomination from the floor at the March or April meetings provided that the nominee has given consent to be nominated and will serve if elected.
ARTICLE IX. Executive Board and Committees
Section 1. The Executive Board shall consist of the elected officers, the chairs of standing committees, and the chairs of any current special committees, and shall meet as needed throughout the year.
Section 2. The Standing Committees of the organization shall be: Program, Membership, Hospitality, Historian, and Newsletter.
Section 3. Officers and Committee Chairs are responsible for keeping a record of the duties of their jobs, documenting the year’s activities and transferring these records to their successors to effect orderly transition from year to year, insuring effective continuity of the organization.
ARTICLE X. Quorum
Twenty-five (25) percent of the membership, present and voting, shall constitute a quorum.
ARTICLE XI. Parliamentary Authority
Robert’s Rules of Order, Newly Revised shall be the parliamentary authority for the organization in all cases to which they are applicable and in which they are not inconsistent with these by-laws.
ARTICLE XII. Amendments
Amendments to these by-laws may be adopted at any meeting if notice of the proposed amendment(s) is given at the previous meeting and in writing to the membership at least 21 days in advance. Adoption will be by majority vote of the members attending.
ARTICLE XIII. Dissolution
Upon the dissolution of the Corporation, assets shall be distributed to the International Quilt Center and Museum, Lincoln, NE, if at the time it continues to qualify as a section 501(c)(3) organization, or to a Section 501(c)(3) organization or to a government entity for a public purpose, as provided by the Executive Board. 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 Corporation 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 XIV. Conflict of Interest
Any officer or committee member having an interest in a contract, other transaction or program or whose spouse or significant other has such an interest presented to or discussed by the Board or Committee authorization, approval or ratification, shall make a prompt, full and frank disclosure of such interest to the Board or Committee prior to its acting on such contract or transaction. Such disclosure shall include relevant and material facts known to such a person about the contract or transaction, which might reasonably be construed to be adverse to the Corporation’s interest. The body to which such disclosure is made shall there upon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can be reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, nor be present for deliberations on such contract or transaction, except to present factual information or to respond to questions deemed necessary by the Board or Board Committee. A person shall be deemed to have an “interest” in a contract or other transaction if that person or that person’s spouse or significant other is the party (or one of the parties) contracting or dealing with the Corporation, or is a director, trustee or officer of, or has a significant financial or influential interest in the entity contracting or dealing with the Corporation.