Bylaws for MQG Member Guilds Bylaws are important to the structure of an organization and for U.S. MQG Member Guilds, a requirement. Bylaws are legal documents that govern your Guild business. Bylaws also provide guidance regarding leadership and general membership that support the regular business of the Guild. Bylaws are the foundation of your guild and generally require the approval of a majority of members to amend, so cover items that will not change frequently. Remember that bylaws are not set in stone and should be reviewed and amended as the Guild grows. When creating your guild bylaws, use language specific enough to provide guidance as well as broad enough to provide flexibility as the Guild grows and changes. Specific parts of the bylaws are required if the MQG Member Guild is located in the United States. This is in order to comply with IRS regulations to be included in the MQG’s group 501(c)(3) federal tax exemption, a requirement for U.S. MQG Member Guilds. The required text is in blue in the Sample Bylaws. When setting up the Guild, make sure to consult the laws of the state. You’ll need to establish an organization based on the specific requirements of the state. State laws usually determine the proper creation of an organization. Many will have specific requirements to be included in the bylaws. For guilds outside of the U.S., it’s essential to consult and follow the laws of that country when establishing your guild. Sample MQG Member Guild Bylaw Doc To use the Sample Bylaws, make a copy of the Sample Bylaws doc, by clicking on “File”, and then “Make a copy.” Rename the copy then edit it as desired for your guild. The Sample Bylaws don’t include every provision that a guild may want or need. Guilds may choose or be required by their state to include additional policies in their bylaws. Some of the more frequently used ones are listed below with examples of how they might be used. You may use the examples, modify them to suit your guild, or not use them at all. Indemnification To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Guild shall be indemnified by the Guild against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein. Limits On Indemnification Notwithstanding the above, the Guild will indemnify a person only if he or she acted in good faith and reasonably believed that his conduct was in the Guild’s best interests. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful. Insurance The Guild will provide indemnification insurance for its Officers, and the Board of Directors shall select the amount and limits of such insurance policy. The Guild may purchase indemnity insurance as needed for the Guild business. The Guild may purchase and maintain D&O insurance for any member of the Board. Use of the Guild Logo The use of the Guild logo is for Guild purposes only and is not to be used for commercial, personal, or non-Guild purposes. Guild Privacy Policy The Guild directory is for use by active members only and is not for distribution to non-members, for sale, and/or for commercial use. Some guilds choose to include value statements that are important to them. Some examples are: Values Commitment to Inclusion Commitment to Equity & Justice Commitment to Racial Justice Zero Tolerance Policy Anti-Discrimination Policy MQG Bylaw Requirements for U.S. MQG Member Guilds The Guild Name and the location it serves The Guild Mission All nonprofit organizations are driven by a particular mission or community goal. At the Modern Quilt Guild (MQG) our mission is to support and encourage the growth and development of modern quilting through art, education, and community. MQG Member Guilds should develop a mission statement that reflects both the Guild’s unique role and aligns with the mission of the MQG as a whole. The Guild Purpose – ***This is required exactly as worded for MQG Member Guilds in the United States. 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, 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. 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-art fiber projects. 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. Prohibition against private inurement – ***This is required exactly as worded for MQG Member Guilds in the United States. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose and mission of the organization set forth in this document. Dissolution Clause – ***This is required exactly as worded for MQG Member Guilds in the United States. 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.
