BYLAWS

ARTICLE I - NAME

The name of this organization, a support group of Stan Hywet Hall & Gardens, Inc., hereinafter referred to as Stan Hywet, and Stan Hywet Hall and Gardens Foundation, hereinafter referred to as the Foundation, shall be the Stan Hywet Needlework Guild, hereinafter referred to as the Guild.

ARTICLE II - PURPOSE

The purpose of the Guild shall be:

a. to educate the members in various facets of stitchery techniques;

b. to sponsor a needlework show for the benefit of Stan Hywet by contributing leadership and volunteer service;

c. to stimulate interest in and support of restoration projects for Stan Hywet, all of which shall be done in conjunction with Stan Hywet;

d. to promote fellowship among needleworkers in Akron and surrounding communities.

ARTICLE III - MEMBERSHIP

Section 1. All members (active, sustaining and associate) shall also be members of Stan Hywet.

Section 2. Classes of members shall be as follows:

a. An active member shall

1) pay membership dues;

2) attend no fewer than two regular meetings;

3) participate in no fewer than two guild activities, one of which shall involve working in Stitchery Showcase;

4) submit a written report of fulfilled requirements with dues payment to the membership chairman by June 30 of each year.

b. A sustaining member is one who has completed twelve years of active membership and

1) shall pay the membership dues;

2) shall attend no fewer than two regular meetings each year;

3) may volunteer in guild activities but is not required to do so.

c. An associate member is one who has completed a minimum of two years as an active member and shall have submitted to the membership chairman a written request for a transfer to associate membership and

1) shall pay the required dues of $5 more than active members;

2) may attend regular meetings and workshops on a space available basis;

3) shall have neither voice nor vote;

4) shall neither hold office nor serve as chairman of any guild committee;

5) may apply to the membership chairman, in writing, to become an active member and shall then be automatically included in the next class of new members.

Section 3. Membership shall be forfeited if dues are not paid by June 30.

Section 4. Total membership for active and sustaining members shall be limited to 225.

ARTICLE IV - DUES AND FINANCES

Section 1. Annual dues shall be as follows: active members, $15; sustaining members, $15; associate members, $20. Five percent of total dues will be designated towards a Memorial Fund and, at the end of the fiscal year, the remaining amount will be transferred to the Foundation Endowment Fund.

Section 2. Programs and meetings shall be self-supporting unless subsidizing funds are authorized by the Board of Directors or the membership.

Section 3. All moneys shall be deposited with the Foundation and all bills will be paid by the Foundation at the direction of the guild treasurer.

Section 4. The fiscal year shall be from January 1 through December 31.

ARTICLE V - OFFICERS

Section 1. Officers
The officers shall be a president, a vice-president, a secretary, and a treasurer.

Section 2. Term of office

a. Elected officers shall assume their duties immediately following the close of the annual meeting and shall serve for a term of one year and/or until their successors are elected, except that the term of the treasurer shall be for a term of two years.

b. Elected officers may serve one consecutive term in the same office.

c. No member shall hold more than one office at a time.

Section 3. Vacancies

a. A vacancy in any office, except that of president, shall be filled by a majority vote of the Board of Directors provided that a quorum is present.

b. In the event of a vacancy in the office of president, the vice-president shall succeed to the office of president.

c. A person elected to fill more than half of an unexpired term shall be considered to have served a full term.

Section 4. Duties of officers

a. The president shall

1) preside at all meetings of the Guild, the Board of Directors and the Executive Committee;

2) appoint a parliamentary advisor, a historian, a librarian, and a newsletter editor;

3) appoint all committees except the Nominating Committee;

4) perform the duties as prescribed by these bylaws and by the parliamentary authority adopted by the Guild.

b. The vice-president shall

1) preside in the absence or inability of the president to serve;

2) succeed to the office of president for the unexpired term in the event of a vacancy in that office;

3) fulfill such other duties as may be assigned by the president or Board of Directors.

c. The secretary shall

1) be custodian of all records;

2) record minutes of all meetings of the membership and of the Board of Directors;

3) provide a copy of the minutes for each officer, the parliamentary advisor, the historian, and the president of Stan Hywet;

4) conduct all general correspondence as directed by the president;

5) fulfill such other duties as may be assigned by the president or Board of Directors.

d. The treasurer shall

1) be custodian of all funds and shall deposit same with the Foundation;

2) keep a record of all money received and disbursed;

3) authorize payment of all bills by the Foundation;

4) present a yearly financial summary of June 1 to May 31, to be published in the June newsletter;

5) serve as chairman of the Finance Committee;

6) receive and reconcile monthly financial statements from the Foundation;

7) fulfill such other duties as may be assigned by the president or Board of Directors.

ARTICLE VI - NOMINATIONS AND ELECTIONS

Section 1. Nominations

At the board meeting in March the Board shall elect two members of its own body to serve on the Nominating Committee. At the annual meeting in April three members shall be elected from the general membership. Nominations presented from the floor must have had the consent of the nominees before the April meeting. The three nominees receiving the highest number of votes shall serve on the committee. The committee shall elect its own chairman. The term shall be one year and members may not serve a consecutive term.

Section 2. Elections

a. The slate shall be announced in the January newsletter. Nominations from the floor shall be in order provided that a signed consent to serve if elected shall be submitted to the Nominating Committee chairman no fewer than seven days prior to the March meeting when election shall take place.

b. The election of officers shall be by ballot except that, when there is only one candidate for each office, elections shall be by voice.

c. A majority vote of the members present and voting shall elect.

ARTICLE VII - MEETINGS

Section 1. Regular meetings shall be held on the second Tuesday of the month in September, October, November, February, March, and April at the time and place established by the Board of Directors.

Section 2. Meetings shall be open to members only except when permission to attend has been granted by the president.

Section 3. Special meetings may be called by the president and shall be called at the written request of a majority of the board. A call for a special meeting must state the business to be transacted, and no other business shall be introduced except that for which the special meeting was called.

Section 4. Notices of regular or special meetings shall be mailed to each member no fewer than ten days before the date set for each meeting.

Section 5. Seventy-five active and/or sustaining members shall constitute a quorum.

Section 6. The regular meeting in April shall be known as the annual meeting.

ARTICLE VIII - BOARD OF DIRECTORS

Barbara Shearer, 2005 Workshop co-chair, Diane Blinn, Guild President, and Nan Garrison, 2005 Workshop co-chair

Section 1. The members of the board shall be elected officers, the chairmen of the standing and special committees, Parliamentary Advisor, Historian, Librarian, Newsletter Editor, and the Chairman of the Nominating Committee.

Section 2. The board shall have general supervision of the affairs of the Guild.

Section 3. The board shall meet on the fourth Tuesday of the month no fewer than three times a year.

Section 4. Special meetings may be called by the president and shall be called at the written request of a majority of the board. The purpose of the meeting shall be stated in the call. Except in cases of emergency, no fewer than three days notice shall be given.

Section 5. A quorum shall be a majority of the Board.

ARTICLE IX - EXECUTIVE COMMITTEE

Section 1. Members of the Executive Committee shall be the elected officers.

Section 2. The Executive Committee shall conduct the business referred to it by the Board of Directors.

Section 3. The Executive Committee shall have the authority to act between meetings of the board, and actions of the committee shall be subject to ratification by the board.

Section 4. The Executive Committee shall meet at the call of the president.

ARTICLE X - COMMITTEES

A few of the entries at the 2005 Showcase of Stitchery

Section 1. Standing Committees shall be

a. Finance
The finance committee shall be composed of the treasurer as chairman, the president, and an active or sustaining member, other than an officer, appointed by the president. This committee shall meet with the Foundation's business office personnel to establish a budget for each fiscal year.

b. Hospitality

c. Membership

d. Program

e. Reservations

f. Stitchery Showcase

Section 2. Special Committees

a. Telephone

b. Stan Hywet Liaison

Section 3. Such other standing and special committees may be created as authorized by the president of the Board of Directors.

Section 4. The president shall be ex officio a member of all committees except the Nominating Committee.

ARTICLE XI - DISSOLUTION

The Guild shall be dissolved at any regular meeting by an affirmative vote of two-thirds of the members present and voting provided notice to rescind the bylaws has been given at the previous regular meeting or mailed to every active member no fewer than thirty days prior to the meeting at which the dissolution is to be considered. Notice shall also be mailed to the CEO of Stan Hywet. All assets are assets of the Foundation.

ARTICLE XII - PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Guild in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the Guild may adopt.

ARTICLE XIII - AMENDMENT OF BYLAWS

These bylaws may be amended at any regular meeting of the Guild by two-thirds of the members present and voting provided notice has been given at the previous meeting or mailed to every active member no fewer than thirty days prior to the meeting at which the amendment is to be considered.

STANDING RULES

Some of the entries at the 2005 Showcase of Stitchery

1. Meetings shall be held at Stan Hywet unless otherwise ordered by the Executive Committee.

2. Members may attend business meetings without participating in the program; however, this does not meet the membership requirement of attending two meetings.

3. Members not participating in a class shall leave after the business meeting unless guild business requires their presence.

4. The program chairman shall submit program suggestions for approval by the board no later than the May board meeting.

5. Programs shall be finalized by July 31st for publication in the membership book.

6. No persons associated with the Guild now, or in the past, or in the future, will be allowed to give anyone a membership book, names, addresses, or phone numbers, without the consent of the president and/or Board of Directors.

7. Members who teach for a Guild meeting shall receive as follows:
a. Mini-workshop - $50 plus kit costs
b. Programs - $100 plus kit costs (If taught by more than one person, the fee shall be divided.)

8. Shops or guilds that wish to share an out-of-town teacher shall share the transportation fee.

9. All fund raising activities must have prior approval of the Board of Directors.

10. Guild booth proceeds are designated for Guild educational programs.

11. Proceeds from the Fund Raising projects shall be allocated for the Stan Hywet Textile Conservation Fund.

12. Each officer and committee chairman shall submit three copies of an annual report.

13. A final report in triplicate shall be submitted by each chairman of a special committee within ten days after completion of the assignment.

14. Upon the death of an active, sustaining, or associate member of the Stan Hywet Needlework Guild, the Guild treasurer will direct the Foundation to donate the current amount of Associate dues to the Textile Conservation Fund of Stan Hywet as a memorial in the name of the deceased. A memorial card will be sent to the family of the deceased, indicating that this has been done.

15. All teachers will be scheduled a year in advance of each Guild year.

16. A chairman of the Fund Raiser Prize Committee will be appointed each Fall by the President for the following Guild year.

17. The standing rules pertaining to Stitchery Showcase are as follows:

a. All items must be done with a threaded needle on a ground. At least 50% of the work must be hand stitched.

b. Entries must be received in their final form.

c. Stitcher's name must appear on the entry form.

d. Multiple participation on a project shall be entered under a group name.

e. Articles must have been completed within the last five years.

f. An item may only be entered in one Stitchery Showcase.

g. The Stitchery Showcase Committee reserves the right to determine the category or to reject any entry.

h. The Stitchery Showcase Committee may submit additional guidelines for the showcase subject to the approval of the Board of Directors.

i. Judges shall receive $250 plus transportation costs.

j. Guild members who judge the student category shall do so without payment, and this service shall be counted as a showcase activity.

k. No articles, other than those connected with the Guild shall be sold during the Stitchery Showcase, unless such articles have been approved by the Board of Directors.

l. Stitchery Showcase Committee shall operate on a budget established with the Foundation's business office.

m. No strollers or unauthorized cameras will be allowed in the auditorium during showcase days.

MEMBERSHIP REQUIREMENTS

For continued membership in the guild, it is your responsibility to fulfill the following requirements:

1. Each member must attend two regular meetings of the guild. These are September, October, November, February, March, and April.

2. Each active member must volunteer in at least two activities, one of which must involve working directly on Stitchery Showcase. Both may be for Showcase.

3. Each member must be a current member of Stan Hywet.

Some possible guild activities include the following: assist in preparation for a meeting, hospitality committee, telephone committee, drive guest teachers when necessary, bringing snacks to Stitchery Showcase. Call any board member or Showcase Committee member to offer your assistance.

Stitchery Showcase activities include soliciting advertising, Fund Raiser Committee, hostessing, demonstrations. If you need a pre-showcase job, be sure to call Judy Kotick or Caroline Sabol early in the year. They will be happy to plug you into one of many behind-the-scenes jobs.

During the month of May you will receive your dues statement for next year. At this time, you will be expected to report on your meetings attended and volunteer activities for the year. You need not send this to the membership chairman until you are sending your check for dues. Requests for a change of status should be sent in writing to Elaine Winfield, Membership Chairman.

Stan Hywet volunteer hour cards are turned into Stan Hywet each January for the previous CALENDAR year.

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