Bylaws of Northern Illinois LongArm Guild
Adopted December 5, 2009, Amended 2016 and 2022
By Kathleen Herbach, Claudia Hutchinson, Barb Jolley, Sandra Smith, and Donna Westerkamp
The name of this Guild shall be Northern Illinois LongArm Guild herein referred to as NILAG.
The purpose of NILAG is to promote longarm machine quilting throughout Northern Illinois, as well as to provide a means of communication, collaboration and education for all those who are interested in, and practitioners of, longarm, mid-arm, and machine quilting.
Any person interested in the art of mid-arm or longarm quilting may become a member by:
- Completing an application form to join NILAG, and
- Paying membership dues to NILAG.
The fiscal year shall be from January 1 to December 31 of each calendar year.
The Board of Directors herein called the “Board”, with the approval of the membership, shall annually determine dues. Such annual dues shall be paid by December 31st of each calendar year. Failure to pay the annual dues shall result in termination of membership.
Members who join mid-year will pay dues for their first year of membership in accordance with the current Standing Rules of the Northern Illinois LongArm Guild (Standing Rules).
Meetings may be open to guests. A guest fee may be assessed as determined by the Board and approved by the members.
All members in good standing shall have the privilege of voting and holding office. A member in good standing shall be defined as a member who has paid their dues to NILAG for the applicable year and have attended at least two (2) general meetings in a previous twelve (12) month period.
Board of Directors
The Board shall consist of the following elected officers, all of whom are voting members of the Board:
- Vice President
Chairman of all standing committees:
- (Except the Nominating and Ad Hoc)
All members of the Board must be members in good standing with NILAG. Members shall serve for one (1) term in a particular board position, but not to exceed two consecutive terms without membership approval. The Board shall manage all affairs of the organization.
Terms for the President, Vice President, Secretary, Treasurer, Communications Chairman, Contracts Chairman, Membership Chairman, Newsletter Chairman, and Program Chairman will be 2 years. To allow for continuity on the Board, the commencement year of the terms of the President and Treasurer will alternate with the commencement year of the terms of the Vice President and Secretary. Chairman of Nominating and Ad Hoc committees will have 1 year terms but may serve an additional term if appointed by the President.
Board Meetings are scheduled to be held after each guild meeting and may be canceled if there is no business to be discussed. Presence of a majority of Board members will constitute a quorum for purposes of transacting business. General Board meetings are open to the membership of the Guild.
The President will preside at all Guild and Board meetings: appoint chairman of standing committees and special committees and an ex-officio member of all committees except the nominating committee. The President will have the responsibility to see that the rules set forth in the bylaws are followed; and perform any other duties incidental to the position.
The Vice President will: submit the list of programs and workshops and anticipated program budget for consideration and review by the board; be a liaison to special event presenters; arrange for their lodging, transportation incidental to the performance of their contracted responsibilities; publicize the workshops and guild programs to both members and non-members; assist the Contracts Chairman as needed in identifying potential program speakers or activities; assist the Program Chairman in preparing for upcoming programs and planning alternative activities in the event of a last minute cancellation; assist the President and perform the duties of the President in her/his absence; assume the office of President in the event of a vacancy; and perform any other duties incidental to the position.
The Secretary will keep minutes of all meetings. An electronic copy of the Guild meeting minutes will be submitted to the Communications Chairman within 14 days after the meeting for posting on the NILAG social media and/or newsletter. A copy of the Board meeting minutes will be emailed to the board members only, within 14 days after the meeting. The Secretary will maintain a file of the minutes, correspondence, by-laws and other non-financial records relative to the Guild. The Secretary will be a custodian of the funds with the Treasurer and perform any other duties incidental to the position.
The Treasurer will be the custodian of all NILAG funds, in accordance with the policies and procedures established by the Board. The Treasurer will be responsible for deposits and disbursements of Guild funds, keeping complete and accurate financial records, and presenting a financial statement at all regular bi-monthly Guild meetings and Board meetings. She/he shall perform any other duties incidental to the position.
Election of Officers
The Nominating Committee Chairman shall be appointed by the President.
A committee shall be formed by the Chairman and shall consist of at least two members and no more than three members in good standing. The Nominating Committee shall nominate one member as a candidate for each office to be filled. These names will be presented to the membership in October and be published in the NILAG newsletter prior to elections. Nominations from the floor may be accepted with the approval of the nominee.
Officers shall be elected by a majority vote at the December meeting by a motion from the floor to accept the proposed slate of officers. In the event of nominations from the floor, voting will be by secret ballot. Officers shall assume their duties at the beginning of the fiscal year.
If a vacancy occurs, except in the office of President, the vacancy will be filled by appointment by the Board.
Each committee chairman shall in accordance with the policies and procedures established by the Board of Directors’ have the following responsibilities:
Ad Hoc Committees
At the President’s discretion, any ad hoc committee may be formed to complete any special project so assigned by the Board of Directors.
The Communications Chairman shall be responsible for notification of meetings/programs, workshops and special events. The Chairman is responsible for maintaining the Guild’s social media, including the generation and revision of web pages and replying to visitor comments, and will perform any other duties incidental to the position.
The Contracts Chairman shall plan and make arrangements for programs and contract with speakers (through at least April of the following year). The Contracts Chairman shall be responsible for corresponding with speakers; preparing the yearly program schedule; negotiating terms with speakers; and preparing contracts as required. Both the Vice President and the Contract Chairman are authorized to sign contracts for NILAG, subject to the Financial Policies described in Article X. The Contracts Chairman
shall also assist the Program Chairman as needed. The Contracts Chairman shall be elected to a two-year term. The first year shall be served as Contracts Chairman and the second year will assume the position of Program Chairman and the duties thereof. She/he shall perform any other duties incidental to the position.
The Membership Chairman shall be responsible for the collection and deposit of dues: maintain and distribute an electronic membership list and perform any other duties incidental to the position. The Assistant Membership Chairman shall be responsible for nametags and assisting with any other duties incidental to the position.
The Newsletter Chairman shall put out a Newsletter each month before the Guild meeting, which shall include notifying members of regular meetings and special events.
The Program Chairman shall plan and make arrangements for bi-monthly programs (through at least April of the following year), be a liaison to guild meeting speakers and arrange for their lodging and transportation incidental to the performance of their contracted responsibilities; introduce speakers at meetings; arrange with the Treasurer for payment of speakers and write thank-you notes to speakers. The Program Chairman will assist the Vice President to facilitate any special event workshops contracted by the Guild.
The Northern Illinois LongArm Guild shall meet six times per year on the 1st Saturday of the even numbered months unless special circumstances call for a change of date and for special occasions as deemed necessary by the Board. Special events may be arranged by the Vice-President and the Program/Contracts committee.
Cancellation of a regularly scheduled meeting (because of bad weather): The President will make the decision to cancel the meeting. The members will be notified by phone or email. The membership committee will begin the process of contacting members. The meeting will be rescheduled by the President.
Programs and Workshops
The following items pertain to programs and workshops presented at regularly
scheduled Guild meetings and special events.
Fees: The cost of each workshop will be determined by the Vice President according to the guidelines established by the Board. Payment for attendance at the workshop must be made at the time of the reservation. Members are given priority over non-members. All workshop expenses will be covered by the fees for that workshop unless specifically approved by the Board.
Workshop Refunds: Refunds will be issued only if someone else is willing and able to take the vacated workshop space. Any changes or substitutions must be made through the Vice President. If there is a waiting list for the workshop, individuals on the waiting list have the right of first refusal.
Workshop Supplies: Any purchase of supplies, handouts or equipment needed for workshops or programs can be made by the Vice President or Program Chairman in accordance with general guidelines established by the Board and Financial Policies described in Article X.
Speaker/Teacher Payments: All speakers and teachers will be paid through the Program Chairman as contractually agreed upon by the speaker and approved by the Board. The Treasurer will issue these payments by Guild check which the Program Chairman will present after all contractual obligations have been fulfilled.
The financial records of the organization shall be kept in accordance with standard accounting practices. All monies derived from NILAG activities shall be turned over to the Treasurer for deposit to the NILAG accounts for appropriate disbursement.
- The President shall approve all expenditures greater than $500 dollars in advance on a reasonable basis. Approval may be requested via email additionally; the President’s signature will be required on the Check Requisition form before payment is processed by the Treasurer.
- All reimbursements will require that a NILAG Check Request form and receipts are submitted to the Treasurer and will be authorized and processed according to the instructions on the form. All deposits will be accompanied by a Deposit Form provided to the Treasurer. Both forms are available to all NILAG members within the Files section of the NILAG social media or obtained from the Secretary.
- Annually, within 60 days of the end of the Guild’s fiscal year, a review of the books shall be performed by two members of the Board other than the Treasurer and may include a CPA not affiliated with NILAG if deemed necessary. A report of the review will be submitted to the Board.
Annual Review of Bylaws
Bylaws will be reviewed annually at a Board meeting for any possible revisions. Any proposed amendment to the Bylaws by the membership must be submitted in writing to the Board.
All proposed amendments will be posted to the NILAG social media or e-mail Newsletter along with the date of the meeting such amendment will be voted upon. A two-thirds vote of the members present at the meeting is necessary for any amendments to the bylaws.
Dissolution of the Organization
In any instance in which the Board elects to dissolve the organization, such dissolution shall require a two-thirds vote of approval from the members in good standing for such decision to be effective.
Subsequent to such decision, the organization’s funds shall be dispersed at the discretion of the members in good standing.
The current issue of Robert’s Rules of Order shall be the source of authority in all questions of parliamentary procedure.
For the purpose of this document all reference to officers and committee chairpersons can be either singular or plural, thus allowing for one or more persons to share duties. A single individual may also chair more than one committee.
The organization will, to the extent legally permissible, indemnify each person who serves or who has served at any time as an officer, director, committee member or employee of the organization against all expenses and liabilities, including, without
limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification will be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the organization; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article will be in addition to and not exclusive of all other rights to which any person may be entitled.
This Article constitutes a contract between the organization and the indemnified officers, directors, committee members and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article will apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.