As amended and approved July 31, 2020

Section 1. The name of this corporation shall be Northern Star Quilters’ Guild, Ltd. (the Guild).
Section 2. The registered office of the Guild shall be P.O. Box 232, Somers, NY 10589. The location of the principal office may be changed by the Board of Directors. The Guild may also have offices in such other places as the Board of Directors may from time to time designate.
Section 3. The Guild is a not-for-profit corporation.
Section 1. The purpose of the Guild shall be to promote interest in, and encourage participation in, the art of quilting; to stimulate and coordinate the efforts and talents of individuals interested in quilting; and to maintain a club for the social enjoyment of its members.
Section 2. The Guild shall strive to achieve its purposes:
a. By establishing lines of communication among members for the stimulation of thought, exchange of ideas, mutual assistance, and enhancement of individual strengths.
b. By providing educational activities related to quilting to help members achieve their highest level of technical proficiency and artistic expression.
c. By supporting and maintaining quilt related charitable activities.
d. By sponsoring an annual quilt show, open to the public.
Section 1. Membership in the Guild shall be open to anyone upon payment of appropriate dues. A record shall be kept on file for each member.
Section 2. Members shall be eligible to vote on the amendment of Bylaws, the election of officers, and such other matters as determined by the Board, and shall be entitled to participate fully in the operation and activities of the Guild.
Section 3. No person shall be discriminated against because of race, color, religion, age, national origin, sex, sexual orientation, or handicap.
Section 1. Membership dues are payable annually and shall be applicable to the Guild’s fiscal year (July 1 to June 30).
Section 2. Dues shall not be refundable.
Section 3. The Board of Directors shall determine dues to meet the operating expenses of the Guild.
Section 4. Notification of a change in dues for the next fiscal year shall be given to the general membership prior to the end of the current fiscal year.
Section 1. The Board of Directors shall be comprised of the Elected Officers and the Chairpersons of all Standing Committees. The immediate past President shall be an ex-officio member.
Section 2. The Board of Directors is the governing body of the Guild and shall be responsive to the input of the membership. In matters before the Board that do not otherwise require the prior approval of the membership, all decisions of the Board of Directors shall be final.
Section 3. The number of members of the Board of Directors may be changed only by amendment to the Bylaws.
Section 4. Members of the Board of Directors may serve for no more than six (6) consecutive years, and in no case shall they serve on the Board for more than six (6) years within an eight (8) year period.
Section 5. Each member of the Board of Directors shall have one vote. Any Board position shared by more than one person shall have only one vote.
Section 6. All members of the Board of Directors shall fulfill the duties of their office without compensation.
Section 7. Any Board member not performing her/his duties in a proper or satisfactory manner may be removed from that position by the Board of Directors following an affirmative vote of the majority of its members, provided that fifteen days written notice of such removal shall have been given the incumbent.
Section 8. Each Board member, whether or not then in office, shall be indemnified by the Guild against all costs and expenses reasonably incurred by, or imposed upon her/him in connection with, or arising out of, any action or proceeding in which she/he may be involved, by reason of her/his being or having been a Board member of the Guild, except in relation to matters in which such Board member has been finally adjudged by a court to be liable for gross negligence or willful misconduct in the performance of her/his duties.
Section 1. The officers of the Guild shall be President, Vice President: Communications, Vice President: Membership, Vice President: Programs, Vice President: Quilt Show, Secretary, and Treasurer.
Section 2. Officers shall be elected at the Annual Meeting, by a majority of the members present. If there is more than one candidate for any office, the vote shall be by ballot.
Section 3. Officers shall serve for one year, or until they shall resign or be removed from office and can succeed themselves in office only once. Their term of office shall begin July 1.
Section 4. If an office other than that of President becomes vacant, it shall be filled by a vote of a majority of Board members.
Section 5. In the absence of the President, or in the event the President resigns or is removed from office, the duties of the President shall be performed by one of the members of the Board to be determined by a majority vote of the Board.
Section 6. Officers shall perform the duties prescribed by these Bylaws, and those set down in the Policies of the Guild. Such policies shall be written, approved, and amended by the Board of Directors and shall not be in conflict with these Bylaws.
Section 7. The President shall select a Nominating Committee, of which she shall be a member, and which shall be subject to the approval of the Board of Directors.
Section 8. The Nominating Committee shall propose a slate of officers and present this slate to the Board of Directors for its approval.
Section 9. The approved slate of officers shall be presented to the membership at a general meeting at least one month prior to the Annual Meeting. At the time of such general meeting, nominations from the floor, by any member, will be accepted.
Section 10. All the nominees for office shall be published in the newsletter of the Guild prior to the Annual Meeting.
Section 1. Chairpersons of Standing Committees shall be appointed by the