BYLAWS

OF

MADISON KNITTERS’ GUILD, INC.

The name of this organization is the Madison Knitters' Guild, Inc.  Hereinafter it shall be known as MKG.  MKG has not been formed for the making of any profit or personal financial gain.  The assets and income of MKG shall not be distributed to or personally benefit the Board of Directors, officers, committee chairs, or other individuals.  The assets and income shall be used only to promote MKG's purpose as described below.  Nothing contained herein, however, shall be deemed to prohibit the reimbursement of receipts submitted by members for supplies purchased for MKG's use or to independent contractors for services provided to benefit MKG.  MKG is organized exclusively for purposes subsequent to section 501(c)7 of the Internal Revenue Code and is exempt from federal income tax.  MKG shall engage only in activities permitted to such organizations.

MKG's Purpose:  Connecting knitters of all levels to share, explore, and celebrate the world of knitting through education and community involvement.

ARTICLE I

OFFICES

            The principal office of MKG will be located in the Greater Madison area, State of Wisconsin.  MKG may have such other offices, either within or without the State of Wisconsin, as the Board of Directors may determine or as the affairs of MKG may require from time to time.

ARTICLE II

MEMBERS

            Section 1. Membership.  The membership of MKG shall consist of individuals who make an annual financial contribution in the form of dues to support the MKG.  The amount of the annual dues will be established by the Board of Directors.  Membership shall be voluntary and open to all who are interested in the purpose of MKG.       

            Section 2. Transfer of Membership.  Membership in MKG is not transferable or assignable.  Membership terminates upon death of the member or upon non-payment of dues.

            Section 3.  Termination of Membership.  The Board of Directors, by affirmative vote of two-thirds of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who is in default in the payment of dues for the period fixed in Article XI of these bylaws.

            Section 4.  Resignation.  A member wishing to resign before the end of the fiscal year is obligated to pay dues, assessments, and all other accrued and unpaid charges.

            Section 5.  Voting Rights.  Each member is entitled to one vote on each matter submitted to a vote of the members.  

           

ARTICLE III

MEETING OF MEMBERS

            Section 1.  Annual Meeting.  An annual meeting of the members will be held on the second Monday in May of each year for the purpose of electing Board of Directors members and for the transaction of such other business as may come before the membership.  If the election of Board of Directors members is not held on the designated day the Board of Directors will call a special meeting of the members as soon thereafter as convenient.

            Section 2.  Special Meetings.  Special meetings of the members may be called by the President, a majority of the Board of Directors, or by not less than one-tenth of the members having voting rights.

            Section 3.  Place of Meeting.  The Board of Directors may designate any place in the greater Madison area as the meeting place for any meetings, annual meetings or for any special meeting called by the Board of Directors. 

            Section 4.  Notice of Meetings.  Written notices stating the place, day and hour of any meeting of members will be distributed not less than ten (10) nor more than fifty (50) days before the date of the meeting.  In case of a special meeting, or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called will be stated in the notice.  If mailed, the notice of a meeting will be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the MKG records, with the postage prepaid.  If electronically mailed, the notice of a meeting will be deemed to be delivered when electronically transmitted to the member at his/her e-mail address as it appears on the MKG records.

            Section 5.  Informal Action by Members.  Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting.  Consent for the action must be agreed upon by a majority of the voting members.

            Section 6.  Proxies.  No voting by proxy shall be permitted.

            Section 7.  Voting.  A majority of those present at a meeting shall decide any questions brought before the membership unless a greater number is required by law or by these by-laws.  Each member present will have one vote.

            Section 8.  Voting by mail.  Where Board of Directors members or officers are to be elected by members such election may be conducted by mail or email in such manner as the Board of Directors determines.

ARTICLE IV

BOARD OF DIRECTORS

            Section 1.  General Powers.  The affairs of the MKG will be managed by its Board of Directors.  Each member of the Board of Directors must be a member of MKG.

            Section 2.  Number, Tenure and Qualifications.   The number of people on the Board of Directors will be eleven (11). Each member of the Board of Directors shall serve a term of three (3) years and shall hold office until the end of the fiscal year.  A Director may be removed from office by the affirmative vote of a majority of the directors then in office.  A Director may resign at any time by filing his or her written resignation with the President.  Each Director shall be current on their payment of their annual membership dues.  Members of the Board are expected to attend board meetings on a regular basis and provide appropriate reports to the Board at least five (5) days prior to a board meeting. The President will send the agenda to the Board and Committee Chairs three (3) days prior to each board meeting. If a Director cannot attend a board meeting, this must be communicated to the President in a timely manner.  Board reports are still expected even if the Director will not be present at the meeting.  The Board of Directors may, on occasion, require that Members of the Board possess qualifications beyond those outlined in these By-laws.

            Section 3.  Annual Meeting/Regular Meetings.  The annual meeting of the Board of Directors will be held without other notice than this bylaw at its next regularly scheduled monthly meeting after the annual meeting of the members.  The Board of Directors, may provide by resolution the time and place for holding of additional regular meetings of the Board without other notice than such resolution.

            Section 4.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

            Section 5.  Notice.  Any special meeting of the Board of Directors may be called at least two (2) calendar days prior to the special meeting date.  Notice of this special meeting shall state the date, time, and place of the meeting and may be communicated through the postal service, email, and/or telephone. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the meeting notice unless specifically required by law or by these bylaws.

            Section 6. Quorum.  A majority of the Board of Directors will constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting.

            Section 7.  Manner of Acting.  A yes or no vote by the majority of the entire Board of Directors is necessary for an act of the Board of Directors.  This vote could be taken at a board meeting or via electronic mail.  The Secretary must keep copies of the votes for six (6) months if a vote is held electronically. 

            Section 8.  Vacancies.  Any vacancy occurring in the Board of Directors and any Directorship to be filled due to an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, even if the number is less than a quorum of the Board of Directors.  A Director elected to fill a vacancy will be elected for the unexpired term of his/her predecessor in office.

            Section 9.  Compensation.  Members of the Board of Directors as such will not receive any stated salaries, financial advantage, or gain for their services.  They may, however, serve MKG in other ways (such as a teacher) and receive compensation.  They may also be reimbursed for expenses approved by a majority of the Board of Directors.

 

ARTICLE V

OFFICERS

            Section 1.  Officers.  The officers will be a President (or Co-Presidents if so determined by the Board of Directors), one or more Vice-Presidents (the number to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article.  The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it deems desirable, such officers to have the authority and to perform the duties prescribed, from time to time, by the Board of Directors.  Directors must serve at least one (1) year on the Board of Directors before he/she is eligible to be President or Vice President.  Any two (2) or more offices may be held by the same person, except the offices of President, Secretary, and Treasurer.

            Section 2.  Election and Term of Office.  The nominating committee, consisting of at least two (2) current Directors, one (1) past Director, and one (1) member at large, will recruit and recommend a slate of officers and committee chairs to the Board of Directors.  This slate will be approved by the Board of Directors and those individuals being recommended to fill board positions will be presented to the MKG members and voted on at the annual meeting in May.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer will hold office until the end of the fiscal year.

Each year the newly elected and approved members of the Board of Directors and Committee Chairs will start their duties at the first Board meeting held after the start of the fiscal year.  Newly elected members of the Board of Directors and approved Committee Chairs are welcome to attend and observe the June meeting of the Board of Directors.

            Section 3.  Removal.  Any officer may be removed for just cause by a two-thirds vote of the Board of Directors.  However, such removal will be without prejudice to the contract rights, if any, of the officer so removed.

            Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

           Section 5.  President.  The President will be the principal executive officer of the MKG and will in general supervise and guide all of the MKG business and affairs of the MKG.  He/she will preside at all meetings of the members and of the Board of Directors.  He/she may sign, with the Secretary or any other proper officer authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the organization; and in general he/she will perform all duties associated with the office of President and such other duties as may be prescribed by the Board of Directors.

            Section 6.  Vice President.  In the absence of the President or in the event of his/her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) will perform the duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions upon the President.  Any Vice President will perform such other duties as may be assigned to him/her by the President or by the Board of Directors.

            Section 7.  Treasurer.  If required by the Board of Directors, the Treasurer will give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors determines. He/she will have charge and custody of and be responsible for all funds and securities of the MKG; receive and give receipts for monies due and payable to the MKG from any source whatsoever, and deposit all such monies in the name of the MKG in such banks, trust companies or other depositaries as are selected in accordance with the provisions of Article VII of these bylaws; and in general perform all the duties associated with the office of Treasurer and such other duties as may be assigned to him/her by the President or by the Board of Directors.

            Section 8.  Secretary.  The Secretary will keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the MKG’s records; and in general perform all duties associated with the office of Secretary and such other duties as may be assigned to him/her by the President or by the Board of Directors.

            Section 9.  Special Events Chair.  The Special Events Chair will work with the Board of Directors to plan and oversee the Knit-In event held each year.  This person will prepare and present a Special Events budget including costs for Knit-In for Board approval, be the contact person with the venue, find volunteers to be on the Knit-In committee, see that every aspect of the Knit-In is taken care of, and provide written progress reports prior to each Board of Directors meeting.

            Section 10.  Programming Chair.  The Programming Chair will work with the Board of Directors to find speakers for each MKG meeting and may work with the Knit-In Chair to secure a keynote speaker(s) for the Knit-In, if needed.  This person will prepare and present a Programming budget for Board approval, contact potential speakers in a timely manner,  determine any/all fees required by the speaker, determine topic and overview of the presentation, address all transportation, lodging, meal, and class considerations as needed, arrange classes as needed, provide speaker information for the newsletter and publicity needs, update Wild Apricot with details on speakers and classes and manage class registrations, complete the Programming Calendar and  post on the website by July 1 prior to the start of the program year, and provide written progress reports prior to each Board of Directors meeting.  The Program Chair typically books/manages speakers in the current program year and next subsequent program year.

            Section 11.  Assistant Treasurers and Assistant Secretaries.  If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

           

ARTICLE VI

COMMITTEES

           

            Section 1.  Committees of Directors.  The Board of Directors may designate and appoint one or more sub-committees, each of which shall consist of two or more Directors. These committees shall have and exercise the authority of the Board of Directors in the management of the corporation, except in the following instances when no such committee shall have the authority of the Board of Directors in reference to:

• amending, altering or repealing the bylaws;
• electing, appointing or removing any member of any such committee or any Director or officer of the MKG;
• amending the articles of incorporation;
• restating articles of incorporation;
• adopting a plan of merger or adopting a plan of consolidation with another organization;
• authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the MKG;
• authorizing the voluntary dissolution of the MKG or revoking proceedings therefore;
• adopting a plan for the distribution of the MKG assets;
• amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the sub-committee.

The designation and appointment of any such committee and the delegation of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law.

            Section 2.  Other Committees.  Other committees not having and exercising the authority of the Board of Directors in the management of the MKG may be appointed by resolution and adopted by a majority of the Board of Directors. Except as otherwise provided in such resolution, members of each such committee shall be MKG members and the President of the organization shall either appoint members to each committee or designate the committee chairman to secure committee members.  Any committee member may be removed for just cause by a two-thirds vote of the Board of Directors.  However, such removal will be without prejudice to the contract rights, if any, of the member so removed.  These committees will provide appropriate reports at least five (5) days prior to a board meeting, as needed.

            Section 3.   Committee Terms.  Each committee shall continue as such until the end of the fiscal year unless the committee shall be sooner terminated.

            Section 4.  Chair.  One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof.  Co-chairs may be appointed; only one of which may serve on the Board of Directors.  

            Section 5.  Rules.  Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS and FUNDS

            Section 1.  Contracts.  The Board of Directors may authorize any officer or officers of the MKG, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the MKG, and such authority may be general or confined to specific instances.

            Section 2.  Checks, Drafts, etc.  The Board of Directors will determine which officer(s), committee chair(s), and volunteers may collect cash, checks, drafts, or orders for the payment of money issued in the MKG name. Monies for deposit, unless paid to the Guild electronically, will be approved by the appropriate officer or committee chair and given to the Treasurer for deposit into the Guild’s bank account.  Orders for payment will be approved by appropriate officer or committee chair before being remitted to and paid by the Treasurer. In some cases, an officer or committee chair may be authorized by the President or Treasurer to use the Guild’s debit card for payment(s).  

            Section 3.  Deposits.  All funds of the MKG shall be deposited in a timely manner to the credit of the MKG in such banks, trust companies or other depositaries as the Board of Directors may select.

            Section 4.  Gifts.  The Board of Directors may accept on behalf of the MKG any contribution or gift for the general purpose or for any special purpose of the MKG.

ARTICLE VIII

CERTIFICATES OF MEMBERSHIP

            Section 1.  Certificates of Membership.  The Board of Directors may provide for the issuance of cards evidencing membership in the MKG, and will be in any form deemed appropriate by the Board of Directors.  Such cards may be signed by the President and may include a seal of the MKG, if one exists.  All cards evidencing membership of any class shall be consecutively numbered by fiscal year.  The name and address of each member and the date of issuance of the cards shall be entered on the MKG records.  If any card becomes lost, mutilated or destroyed, a new certificate may be issued upon such terms and conditions as the Board of Directors may determine.

            Section 2.  Issuance of Membership Cards.  If the Board of Directors has provided for the issuance of membership cards under the provisions of Section 1 of this Article VIII, then when a member has been elected to membership and has paid any dues that may be required, a membership card shall be issued in his/her name and made available to him/her by a person designated by the Board of Directors.

ARTICLE IX

BOOKS AND RECORDS

            The MKG shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote.  All books and records of the MKG may be inspected by any member, or his/her agent or attorney, for any property purpose at any reasonable time.

ARTICLE X

FISCAL YEAR

           

            The MKG fiscal year shall begin on the first day of July and end on the last day of June.  Any/all advertising contracts or agreements and membership status also start and end on those same dates.

ARTICLE XI

DUES

            Section 1.  Annual Dues.  The Board of Directors will determine the amount of the annual dues payable to the MKG by members of each class.  

ARTICLE XII

SEAL

            The MKG does not have a corporate seal.

ARTICLE XIII

WAIVER OF NOTICE

            Whenever any notice is required to be given under the provisions of the Wisconsin Nonstock Corporation Law or under the provisions of the articles of incorporation or the bylaws of the MKG, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV

AMENDMENTS TO BYLAWS

            These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Board of Directors present at any regular meeting or at any special meeting, if at least two (2) days’ written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.  These bylaws may also be altered, amended or repealed and new bylaws may be adopted, by a majority vote of the members at any regular or at any special meeting of the members.

ARTICLE XV

AMENDMENT TO BYLAWS REGARDING DISSOLUTION

            The following amendment to the Madison Knitters’ Guild Bylaws was approved by a majority of the Board of Directors at the January 17, 2006, meeting.  In the event of dissolution of the Guild assets will be donated to a charity designated by the membership at the time of the dissolution.

BYLAWS APPROVED NOVEMBER 8, 2004

BYLAWS AMENDED JANUARY 16, 2006

BYLAWS AMENDED JUNE 17, 2008

BYLAWS AMENDED MAY 1, 2017

BYLAWS AMENDED JULY 12, 2022