REVISED 2007 AMENDED 2011
Heartland Region The Embroiderers Guild of America, Inc. Bylaws 2007 Article I Name, Use of EGA s Trademarks The name of the organization shall be (the) Heartland Region of The Embroiderers' Guild of America, Inc., (EGA). While this Region is recognized as a Region of EGA, the Region and its member chapters may use EGA's registered trademarks: the name `The Embroiderers' Guild of America, Inc.', the stylized needle and thimble 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 Region. Article II Object The purpose of this Region shall be to foster the highest standards of excellence in the practice of the art of embroidery through an active program of education and study, to preserve the heritage of the art of embroidery, to serve as a link between chapters and the national organization, and to aid in effective cooperation and communication among its member chapters. Article III Membership Section 1: The membership of the Heartland Region EGA shall consist of the individual chapters within the geographic boundaries as defined by the EGA Board of Directors. Members of chapters shall be entitled to the services of the Region, including participation in Region sponsored educational opportunities and shall be entitled to hold a Region office and serve on committees. Section 2: Any person, regardless of race, color, creed, sex or national origin, may become a member of the individual chapters upon application and payment of dues. Section 3: Chapters will be represented at region meetings by a Region Representative, each with one vote. An individual may be the voting Representative for only one chapter. In the event a Region Representative cannot attend a meeting, the Chapter President may designate an alternate. Page 1 of 8
Section 4: Annual dues shall be paid quarterly to the Region Treasurer by the Chapter Treasurers. Region dues are to be paid concurrent with payment of the members National and chapter dues. Section 5: Dues shall be set by the Region with notification of proposed changes given to chapters forty-five (45) days prior to the vote. A dues change shall require a twothirds vote. Section 6: Region dues for transfer and plural members shall be paid by the chapters to the Region Treasurer, provided the member's national dues are current. Plural members of the Region whose primary dues are collected outside the Region shall pay region dues to the member chapter with which they are plural. A plural chapter member pays region dues only once annually to each Region in which the member holds a plural membership. Article IV Officers Section 1: The officers of the Heartland Region shall be a Region Director, an Assistant Region Director, a Secretary, and a Treasurer. Elected officers shall be members of a chapter within the Region. No two elected officers shall be from the same chapter (primary or plural). Section 2: The Director and Assistant Director shall be elected during odd- numbered years. The Treasurer and Secretary shall be elected during even-numbered years. All elections shall be held at the Spring Meeting. The elected officers shall serve for a term of two years or until their successors are elected and the term of office shall begin at the conclusion of the meeting at which the election is held. Section 3: No member shall be eligible to serve more than two terms consecutively in the office of Region Director or Assistant Region Director. No member shall hold more than one elected office at a time. No officer shall serve concurrently as a Region Representative, or nationally elected officer. It is recommended that no officer serve concurrently as a Chapter President. Section 4: If a vacancy occurs in the office of Region Director, the Assistant Director shall automatically become Director. Vacancies in all other elected offices shall be filled by election by the Executive Committee from a single slate submitted by the Nominating Committee. Section 5: Appointed officers shall be Administrative Assistant, Historian, Officer Notebook, Parliamentarian and other positions as deemed necessary by the Region Director. The Director shall appoint all such officers with the approval of the Executive Committee. Page 2 of 8
Section 6: Nominations and Elections: A. A Nominating Committee consisting of three members from different chapters shall be elected to three-year terms on a rotating basis. One new member shall be elected at each Spring Meeting. The senior member of the Nominating Committee shall act as its chair. The Past Region Director from the preceding term of office shall be a non-voting member of the Nominating Committee and serve in an advisory capacity if that person still resides in Heartland Region. That Past Region Director shall have served at least one full term in office. In the event that the Past Region Director declines the office or has not completed her full term of office as Region Director, then the previous Past Region Director will become eligible for this position. In the event that none of the steps above occur, the Nominating Committee may select a substitute. B. It shall be the duty of the Nominating Committee to nominate at least one candidate for each of the offices to be filled and to report the slate of candidates to the Region in the March issue of Heartbeats. C. Nominating committee members are eligible to be nominated and may remain on the committee. D. Written consent of the nominee is required. E. The proposed slate shall be mailed to chapters along with the notice of the Spring Meeting at which the election shall occur. F. Elections shall be held at the Spring Meeting. Nominations from the floor shall be accepted provided written consent from the nominee has been obtained. If there is more than one candidate for an office, the vote shall be taken by ballot. Article V Meetings and Notice Section 1: Heartland Region shall hold two meetings per year unless otherwise ordered by the Executive Committee. Section 2: The Annual Meeting shall be held in the fall of the year for the purpose of receiving annual reports from the officers and standing committees, adopting the budget and transacting any other business that may arise. Section 3: Special Meetings may be called by the Region Director, the Executive Committee or three Chapter Region Representatives. Written notice shall be given at least fourteen (14) days before the meeting stating the business of the special meeting and only business for which notice has been given may be transacted at this meeting. Page 3 of 8
Section 4: Voting members at region meetings shall be region Elected Officers, Chapter Region Representatives and the National Seminar Chair (if hosted by the Region). All committee chairs, appointed officers and the Region Seminar Chair shall attend the Region meetings and may enter debate and make motions, but serve without a vote. Section 5: Each Chapter shall have a Region Representative who shall have one vote. If a Region Representative is unable to attend the meeting, an alternate may attend and vote provided the Chapter President provides written approval prior to the meeting. Section 6: The Region Director shall appoint a parliamentarian, with the approval of the executive committee. The appointment shall be announced at the first Region meeting after the election or as appropriate. The parliamentarian shall remain impartial and therefore serve without right of debate and vote only in ballot votes. The parliamentarian does not need to be a member of EGA and/or a member of a region chapter, in which case he/she may not vote at all. Section 7: Minutes of meetings shall be approved by a committee of three appointed by the RD at the beginning of each meeting. The minutes may then be further corrected at any meeting by the motion to amend something previously adopted. Section 8: Voting without a meeting. If authorized by the Executive Committee, any Region committee may participate in a meeting of such committee by means of a conference call or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time. Participating by such means constitutes presence in person at a meeting. Any action required or permitted to be taken by the Region or any committee thereof may be taken without a meeting provided that all voting members of the Region or committee are notified in writing of the resolution and two-thirds of the voting members of the Region or committee consent in writing to the adoption of the resolution authorizing the action. An acknowledged electronic message shall be considered in writing. If action without a meeting is necessary by the Region, or committee, the action must be ratified at their next regular meeting in order to become an official act of the group. Section 9: The quorum of all Region meetings shall be ten (10) of the voting members of the Region. Section 10: Voting by proxy (authorizing someone else to vote for a chapter), is allowed for the election of officers and changes in dues. Election of officers may be done by mail ballot at the discretion of the Executive Committee. Page 4 of 8
Article VI Executive Committee Section 1: The Executive Committee of the Region shall be composed of the elected officers (Director, Assistant Director, Secretary, and Treasurer) of the Region. Section 2: The Executive Committee shall be responsible for coordinating, planning and directing the Region; shall fix the day, hour, and place of meetings; make other recommendations to the Region; and perform other duties specified in these bylaws. The Executive Committee shall have general authority over the Region between meetings of the Region. The Executive Committee shall be subject to the orders of the Region, and its acts in no way shall conflict with actions taken by the membership. Any action taken by the Committee shall be reported to the members at the next meeting. Section 3: Meetings of the Executive Committee may be held between meetings of the Region, if necessary. Section 4: A quorum for the Executive Committee shall be a majority of its members. Article VII Committees Section 1: The Standing Committees shall be: Education, Finance, Fund Raising, Newsletter, Program Planning, Planning, and Website. (4/11) Section 2: The Director shall appoint all Standing Committee Chairs. These appointments of committee chairs shall be approved by the Executive Committee. The Region Director shall announce said appointments at the first Region meeting following the election, in the next issue of Heartbeats, or as appropriate. Unless otherwise stated, the term for the committee chairs shall be concurrent with the Director who appointed them. In the event the Region Director is unable to complete a term in office, the chairs and committee appointments will continue until the incoming Region Director makes appointments. Section 3: Special committees or additional standing committees shall be appointed by the Region Director as the Region or Executive Committee deems necessary. Section 4: Committee Chairs may select members as needed to accomplish the goals of the committee and they need not be Region Representatives. All Region Representatives shall serve on a committee. Section 5: The Region Director shall be an ex officio member of all committees except the nominating committee. Page 5 of 8
Article VIII Fiscal Policies Section 1: The fiscal year shall be from January 1 through December 31. Section 2: The books and accounts of the Region shall be kept in accordance with sound accounting practices. Region financial records shall be audited each year, either professionally or by an audit committee appointed by the Region Director. The Treasurer shall furnish EGA and the Heartland Region Director with a report of the finances of the Region by February 15 of each year. Section 3: No one may profit from membership in the Region by sales, or solicitations of sales, at EGA meetings or workshops; however the Region may contract with members in their professional capacities. Section 4: The Finance Committee shall prepare and present a budget to the membership for approval no later than the meeting prior to the effective date of the budget. The Executive Committee shall not spend any non-budgeted funds in excess of $500.00 in a single expenditure that does not have off-setting revenue; or in excess of a total of $500 during the fiscal year. The Region may approve an expenditure in excess of this amount provided: A. The membership is notified in writing at least thirty (30) days prior to the meeting at which the vote is taken, B. The written notice shall include the amount and purpose of the expenditure, and C. The approval is by a two-thirds vote. Section 5: Donations: Donations of monies by the Region 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 Region, by a two-thirds vote, has designated as a 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 taken. Section 6: Dissolution: In the event of the dissolution of the Region, all its assets and funds remaining after payment or provision for payment of all debts and liabilities (of the region) shall be distributed to one or more organizations which have been in existence for a period of two years, which are in compliance with Section 501 (c) (3) of the United States Internal Revenue Code, and which the Region has designated as a recipient by two-thirds vote. Notification of the membership shall be provided in writing at least thirty (30) days prior to the meeting at which such vote is taken. Section 7: Indemnification of Directors or Officers. See Attached Sheet. Page 6 of 8
Article IX Parliamentary Authority The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the Region in all cases applicable and in which they are not inconsistent with the Bylaws of The Embroiderers' Guild of America, Inc., any special rules of order the Region may adopt, or any statutes applicable to this organization. Article X Amendments to Bylaws Section 1: Any bylaw amendment(s) enacted by EGA that necessitates amendment(s) to the Region Bylaws shall be incorporated automatically in the Region Bylaws and the membership shall be informed of such changes at the next regular meetings. Section 2: These bylaws may be also amended by a two-thirds vote at any regular meeting of the Region provided the proposed amendment has been submitted in writing to the membership at least thirty days before the meeting and that the proposed amendment has received the approval of The Embroiderers' Guild of America, Inc. prior to its adoption or its effective date. Page 7 of 8
Indemnification The following Indemnification shall be included in region bylaws. 9/95 Article XI Section 1 Indemnification of Directors or Officers The indemnification of Directors and Officers in Article X, National EGA Bylaws, specifies that EGA may indemnify the region director, director-elect, assistant director, secretary, treasurer, and any other elected officers of this region as described in Section 2.D., Article IV of the National EGA Bylaws. Page 8 of 8
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