Molly Pitcher Stitchers /Bylaws

Molly Pitcher Stitchers Chapter

The Embroiderers' Guild of America Inc.

Mid-Atlantic Region

Chapter Bylaws: 2022

ARTICLE I NAME; USE OF EGA'S TRADEMARKS

The name of this organization shall be the Molly Pitcher Stitchers Chapter of The Embroiderers' Guild of America, Inc.,(EGA) hereafter to be known as "MPS." While this chapter is recognized as a chapter by EGA, the chapter and its members may use EGA’s registered trademarks: the name “The Embroiderers’ Guild of America, Inc.”, the stylized logo and design, and the letters "EGA," under standards approved by EGA. All use of such registered trademarks shall be discontinued upon the suspension, withdrawal of recognition, resignation, or dissolution of this chapter.

ARTICLE II OBJECT

The purpose of this chapter is to inspire passion for the needle arts through education and the celebration of its heritage.

ARTICLE III MEMBERSHIP

Section 1. Chapter membership shall be open to any individual interested in furthering the purpose of this organization upon payment of dues. Membership may not be limited in number or group of people and must be nondiscriminatory with regard to race, gender, religion, national or ethnic origin, or as required by federal law, the law of the state of Kentucky and the law of the state where the chapter is located from time to time.

Section 2. Annual dues shall be payable upon notification by the chapter Membership Chairman. Those whose dues are not paid within the quarter of notification shall be automatically dropped from membership.

Section 3. Transfer and plural members shall be accepted by this chapter upon notification and payment of chapter dues and appropriate region dues, provided the members' current national dues have been paid through their primary chapters.

ARTICLE IV OFFICERS

Section 1. The elected officers of this chapter shall be a president, a vice-president who also serves as education chair, a secretary, a treasurer, and a region representative.

Section 2. Officers shall serve for a term of two (2) years or until their successors are elected and the terms of office, shall begin following the annual chapter meeting in June.

Section 3. No member shall be eligible to serve more than two (2) terms consecutively in the same office, and no member shall hold more than one (1) elected office at a time.

Section 4. If a vacancy occurs in the office of president, the vice-president shall automatically become president; all other vacancies in office shall be filled by election by the board of directors. Upon a motion, an officer may be removed for cause by a vote of the membership.

Section 5. Nominations and Elections

a. A nominating committee of 3 (three) members shall be elected by the board of directors at the February meeting. The nominating committee shall select its own chairman.

b. It shall be the duty of the nominating committee to nominate at least one (1) candidate for each of the offices to be filled and to report at the April meeting, having obtained consent for nomination from each nominee. Members of the nominating committee are not barred from becoming candidates for office.

c. The election of officers shall be at the May meeting. Additional nominations from the floor may be made providing consent to serve has been obtained from the nominees prior to the meeting. If there is more than one (1) candidate for an office, the vote shall be taken by ballot.

ARTICLE V MEETINGS

Section 1. Regular meetings of the chapter shall be held on the second Thursday unless otherwise ordered by the membership or the board of directors.

Section 2. The annual meeting shall be held in June for the purpose of installing officers, receiving annual reports from the officers and standing committees, and transacting any other business that may arise.

Section 3. Special meetings may be called by the president, by the board of directors, or by any five (5) members, one (1) of whom must be a board member. A seven (7) day notice stating the business of the special meeting is required, and no business other than that stated in the notice may be transacted.

Section 4. The quorum for all chapter meetings shall be ten (10) percent of the membership.

Section 5. Any action required or permitted to be taken by the board or any committee thereof may be taken without an in-peron meeting provided that all members of the board or committee are notified in writing or by electronic means of the resolution and that two-thirds (2/3) of the members of the board or committee consent in writing or by electronic means to the adoption of the resolution authorizing the action. If action without an in-person meeting is necesary by the board, the action must be ratified at the next regular board meeting in order to be come a official act of the board.

Section 6. If substituting an electronic meeting for an official chapter meeting, all members must be notified of the meeting.

ARTICLE VI BOARD OF DIRECTORS

Section 1. The board of directors shall be composed of the elected officers and the standing committee chairmen.

Section 2.The immediate past president shall serve as parliamentarian. The parliamentarian shall serve without a vote.

Section 3. Unless otherwise stated, the term for the appointed committee chairmen shall be concurrent with the term of the president who appointed them. Upon a motion a board member may be removed for cause by a vote of the board.

Section 4. The board of directors shall have general supervision of the affairs of the chapter between its business meetings: fix the day, hour, and place of meetings; make other recommendations to the chapter; and perform other duties specified in these bylaws. The board shall be subject to the orders of the chapter and its acts shall in no way conflict with action taken by the general membership.

Section 5. Meetings of the board shall be held on the third Monday of the month, unless otherwise ordered.

Section 6. Special meetings of the board of directors may be called by the president or by any three (3) members of the board, one (1) of whom shall be an elected officer. A seven-day (7) notice stating the business of the special meeting is required, and no business other than that stated in the notice may be transacted.

Section 7. The quorum for all chapter meetings shall be a majority of the membership.

ARTICLE VII EXECUTIVE COMMITTEE

Section 1. The executive committee shall be composed of the elected officers of the chapter.

Section 2. The executive committee shall have general authority over the chapter between meetings of the board of directors and it shall perform other duties specified in these bylaws. Any action taken by the committee shall be reported at the next board meeting.

Section 3. Meetings of the executive committee shall be held between meetings of the board of directors, if necessary.

Section 4. The quorum for the executive committee shall be a majority of its members.

ARTICLE VIII COMMITTEES

Section 1. The standing committees of this chapter shall be education, membership, newsletter, outreach, program, publicity, and ways and means.

Section 2. The president shall appoint all standing committee chairmen. Committee appointments shall be approved by the executive committee. The president shall announce said appointments at the first chapter meeting following the election or as appropriate.

Section 3. Special committees or additional standing committees shall be appointed by the president as the chapter or the board of directors deems necessary.

Section 4. The president shall be an ex officio member of all committees except the nominating committee.

ARTICLE IX FISCAL POLICIES

Section 1. The fiscal year shall be from January 1 through December 31.

Section 2. The books and accounts of the chapter shall be kept in accordance with sound accounting practices. Chapter financial records shall be audited each year, either professionally, or by an Audit Committee appointed by the chapter president. The treasurer shall furnish EGA with a report of the finances of the chapter by February 15 of each year and shall send proportionate amounts of each member's dues to both EGA and the Region on a regular basis.

Section 3. No one may profit from membership in EGA, however an EGA chapter may contract with individual members in their professional capacities. EGA prohibits the use of membership lists other than for EGA purposes.

Section 4. Annual Budget

a. The chapter treasurer shall prepared and present a budget to the board for review in October. The budget will then be provided to the membership at least thirty (30) days prior to the December meeting when a vote will be taken. The budget must be approved by a two-thirds (2/3) vote.

b. Neither the board of directors nor the executive committee shall spend any non-budgeted funds in excess of $200 during the budget year. The chapter may approve an expenditure in excess of this amount provided:

1. the membership is notified in writing at least thirty (30) days prior to the meeting at which the vote is taken;

2. the written notice shall include the amount and purpose of the expenditure, and

3. the approval is by a two-thirds (2/3) vote of the members present at the chapter meeting.

Section 5. Donations: Donations of monies by the chapter may be made to any organization which is in compliance with Section 501(c)(3) of the United States Internal Revenue Code and which the chapter, by a two-thirds (2/3) vote, has designated as the recipient. Notice of such a proposed donation shall be submitted in writing to the members at least thirty (30) days prior to the meeting at which such vote is to be taken.

Section 6. Dissolution: In the event of dissolution of the chapter, all its assets and funds remaining after payment or provisions for payment of all debts and liabilities of the chapter shall be distributed to one or more organizations which have been in existence for a period of two (2) years, which are in compliance with Section 501(c)(3) of the United States Internal Revenue Code, and which the chapter has designated as a recipient by a two-thirds (2/3) vote. Notification to the membership shall be provided in writing at least thirty (30) days prior to the meeting at which such a vote is to be taken.

Section 7. Indemnification of Directors or Officers.

a. Directors and Officers Covered. Directors whom the chapter may indemnify under this Section include the directors described in these chapter bylaws as members of the board of directors. Officers whom the chapter may indemnify under this Section are the elected officers described in these chapter bylaws. If an officer or director is described in his Section, indemnification may be paid to her/his duly qualified executor, administrator or other personal representative.

b. Legal Actions, Suits, or Proceedings Brought Against Directors or Officers of Chapter.

1. Discretionary Indemnification. Except as provided in Paragraph 2 below, the chapter may, at the sole discretion of its board of directors, indemnify any director or officer or former director or officer describe in Paragraph a above against any judgment and any expenses, including attorneys' fees, actually, reasonably and necessarily incurred by her/him in connection with the defense of any action, suit or legal proceeding, civil or criminal, in which she/he is made a party by reason of being or having been such director or officer.

2. Limitations upon Indemnification. The chapter shall have no obligation to provide indemnification to or for the benefit of any officer or director in relation to matters as to which she/he shall be considered by the chapter's board of directors to have acted with gross negligence or misconduct in the performance of a duty owed by such officer or director to the chapter or to EGA.

c. Payment of Indemnification.

1. Approval. Notwithstanding the foregoing paragraphs, the chapter shall not indemnify any director or officer described in Paragraph a of this Section unless such indemnification is approved by its board of directors acting by a quorum which consists of directors who are not parties to the action or proceeding for which indemnification is considered.

2. Notice to Members. If any expenses or other amounts are paid by way of indemnification to a director or officer, other than by court order or action by the members, the chapter shall prepare a statement specifying the person(s) paid, the amount, and the nature and status of such litigation or threatened litigation at the time of such payment. Such statement shall be mailed by the chapter to its members of record entitled to vote for the election of directors within three (3) months of the date of payment.

ARTICLE X PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the chapter in all cases TO which they are applicable and in which they are not inconsistent with the chapter bylaws, Mid-Atlantic Region bylaws, the bylaws of The Embroiderers’ Guild of America, Inc., any special rules of order the chapter may adopt, or any statutes applicable to this organization.

ARTICLE XI AMENDMENT TO BYLAWS

Section 1. Any bylaw amendment(s) effected by EGA that necessitates amendment(s) to the chapter bylaws shall be incorporated automatically in the chapter bylaws and that the membership shall be informed of such changes at the next regular meeting; and

Section 2. These bylaws may be amended by a two-thirds (2/3) vote at any regular meeting of the chapter provided the proposed amendment has been submitted in writing to the membership at least thirty (30) days before the meeting and that the proposed amendment has received the approval of The Embroiderers’ Guild of America, Inc. prior to the meeting.

Membership Approval __1/24/2022______Catherine A. Shem-well

Date Chapter President Signature

Committee Approval __1/24/2022______Sherri L. Gordon_____________________________

Date Chairman, Chapter Bylaws Committee

EGA Approval _______3/14/2022_______Ann Bornstein______________________________

Date Chair, Chapter/Region Bylaws Committee

EGA Approval ________3/14/2022_______Kathleen R. Weigl_______________ Date Director of Bylaws

Original 1989
Revised 5/91
Revised 8/95
Revised 4/01
Approved 10/01
Revised 4/06
Revised 4/09
Revised 3/2022