OVGS Bylaws


Chapter of

Embroiderers’ Association of Canada Inc.





Article I:  NAME

This organization shall be called:


The Ottawa Valley Guild of Stitchery (OVGS)


a chapter of the Embroiderers’ Association of Canada, Inc.



A non-profit organization to encourage and promote the practice and knowledge of needle art in all its forms; to have the fellowship of persons who enjoy needlework and wish to learn and share their knowledge and thereby work towards maintaining higher standards of design, colour and workmanship.


Chapter of

Embroiderers’ Association of Canada Inc.




  1. Article 1:  MEMBERSHIP
    1. Membership shall be open to all persons whether students, amateurs or professionals interested in furthering the practice and knowledge of the art of embroidery.
  2. Article 2:  FEES
    1. All members shall pay an annual membership fee set by the Executive and adopted at an annual or special meeting by a 2/3rd majority vote of members present.
    2. Upon payment of annual membership fees all persons automatically become members of the Embroiderers' Association of Canada, Inc. (EAC) and the Ottawa Valley Guild of Stitchery (OVGS). A portion of the membership fees shall be sent to the National Headquarters of the Embroiderers' Association of Canada, Inc. This amount will be determined by the Board of the Embroiderers' Association of Canada.
    3. Membership fees are payable annually at the June meeting to coincide with the EAC annual renewal date in August, as stipulated by EAC. Any member will be considered to have withdrawn when fees are past due by the expiry date of membership.
  3. Article 3:  EXECUTIVE
    1. The property and business of the Ottawa Valley Guild of Stitchery shall be managed by an Executive of not fewer than four (4) and not more than ten (10) members of whom not fewer than three-quarters (3/4) shall constitute a quorum.
    2. The Executive of the Ottawa Valley Guild of Stitchery shall be members in good standing and shall consist of:
        • President
        • Vice-President
        • Immediate Past President
        • Secretary
        • Treasurer
        • Communications/Newsletter Chairperson
        • Program Chairperson
        • Membership Chairperson
        • Librarian
        • Workshop Chairperson
    3. Any two (2) offices may be held, if the need arises, by the same person but each member of the Executive is authorized to exercise only one (1) vote. In a position in which there are co-chairs, only one may vote.
    4. The Executive may appoint non-voting members to serve in additional capacities who shall report as requested
    5. Members of the Executive shall serve without remuneration and shall not directly or indirectly receive any profit from their positions.
    6. The Executive may administer the affairs of the Ottawa Valley Guild of Stitchery in all things in its name, and in any kind of contract into which the Guild may lawfully enter.
    7. Each member of the Executive shall perform the duties pertaining to their office. In addition they shall perform such other duties as assigned by the Executive.
  4. Article 4:  TERM OF OFFICE
    1. All Executive members shall hold office until the end of the next annual general meeting. All Executive members may hold office for two (2) years in any one position with the privilege of re-election for further two year terms. Executive members shall automatically vacate all positions for one (1) year after having served on the Executive for twelve (12) consecutive years.
    2. A position on the Executive shall automatically be vacated:
      1. if an Executive member has resigned the office by delivering a written resignation to the Executive;
      2. if the member is found by a court to be of unsound mind;
      3. if the member becomes bankrupt or suspends payment or compounds with his/her creditors;
      4. if at a special general meeting of the members, a resolution is passed by three-quarters (3/4) of the members present at the meeting that the member be removed from office.
    3. In the event of a vacancy, the Executive by majority vote may fill the vacancy with a member of the Guild. Each person so appointed will serve until the next annual meeting.
    1. No contract shall be entered into on behalf of the OVGS without the approval of the Executive. All contracts, documents and instruments in writing shall be signed by a member of the Executive authorized to do so and shall be binding upon the Guild.
  6. Article 6  FINANCE
    1. The fiscal year of the Guild shall begin on the 1st of June in each year and end on the 31st of May of the following year.
    2. There shall be three signing officers. The President, the Treasurer and one designate executive member. Any two of the signing officers can sign on behalf of the Guild.
    3. The Executive shall authorize all expenditures on behalf of the Guild. Money for routine disbursements shall be voted by the Executive. All major disbursements shall require the approval of a 2/3 majority of the voting members present at a general or special meeting.
    4. The Executive shall have the power to enter into a trust arrangement with a recognized financial institution for the purpose of creating a fund, purchase a GIC, in which the capital and interest may be made available for the benefit of the Guild.
    5. An audit may be requested, by ten members in good standing upon written notice, to the Executive
  7. Article 7:  MEETINGS
    1. General: There shall be at least six general meetings of the Guild each year, at such time and place as the Executive shall decide.
    2. Executive: Meetings of the Executive of the Guild shall be held at such time and place as the President or any two members of the Executive shall decide.
    3. Special: Special meetings may be called at any time by the President, or by the Secretary, on written request of ten members.
    4. Annual: Annual meetings of the Guild shall be held on the last general meeting of the fiscal year. At every annual meeting, in addition to any other business that may be transacted, the report of the Executive and the financial statement shall be presented
    5. Quorum: One-quarter (1/4) of the total paid membership shall constitute a quorum for the conduct of business at an annual meeting
    1. A nominating committee consisting of three (3) members; a Chairman, the immediate Past President, one from the Executive, not the President, and one from the general membership shall be appointed by March 1. This committee shall be charged with obtaining the consent of at least one member for each office to be voted upon, bearing in mind the following Sections. The Nominating Committee Director shall present the proposed slate for a vote by ballot at the annual meeting.
    2. Additional nominations may be made from the floor at the annual meeting if the nominator has the consent of the nominee in writing and a seconder
    3. No person shall be nominated for office unless he/she is a member in good standing of the Guild, must be eighteen (18) years and has given his/her consent to the nomination.
    4. Elected Executive members shall assume office at the conclusion of the Annual General Meeting.
    1. The By-Laws of the Ottawa Valley Guild of Stitchery may be repealed or amended by a majority of the Executive at a meeting of the Executive and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members present at a meeting duly called for the purpose of considering said by-laws
  10. Article 10:  BOOKS AND RECORDS
    1. The President shall see that all necessary books and records of the Guild are regularly and properly kept.
  11. Article 11:  RULES AND REGULATIONS
    1. The rules and principles of Parliamentary Procedure shall govern the Ottawa Valley Guild of Stitchery in all instances which are not covered by these By-Laws.
    2. The Constitution, By-Laws and Policies shall be reviewed every two years by a committee consisting of the President, Vice-President, a Past President and one member-at-large.

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