Adopted March 2026
1.1 Incorporation
On the 19th day of October, 1995, the Crochet Guild of America (CGOA) was created under the laws of the State of Illinois as a nonprofit 501(c)(3) corporation.
1.2 Name
The name of the association is the Crochet Guild of America, currently incorporated in the State of Ohio. A branded logo is approved as the official logo. This logo is the primary logo that may be used to represent CGOA and should only be used with approval from the CGOA board. For purposes of these Bylaws, the association will be referred to as CGOA.
1.3 Fiscal Year
The fiscal year of the CGOA shall begin January 1 and end December 31.
1.4 Offices
The principal office and business address of CGOA shall be a location designated by the Board of Directors.
SECTION II
MISSION
2.1 Purposes
CGOA is organized for charitable and educational purposes. CGOA provides education, embraces innovation, and creates connections while setting the national standard for crochet.
2.2 Definitions
Members - A “Member” is an individual or business having Membership status in CGOA in accordance with the Articles of Incorporation and these Bylaws.
Board of Directors - The “Board of Directors” is the group of persons vested with the authority and responsibility to manage the affairs of CGOA and elected by the members.
3.1 Membership Qualifications
Membership in CGOA is available to persons or organizations interested in or actively promoting crochet. CGOA does not discriminate based on race, sex, age, creed, national origin, disability, veteran status, or any other characteristics protected by law. All CGOA members, employees, and contractors are expected to abide by CGOA’s non-discrimination policy.
3.2 Membership Types
CGOA shall maintain five types of memberships: Individual, Professional, Business, Corporate, and Honorary, as described below.
CGOA does not unlawfully discriminate on the basis of race, color, gender, sex, pregnancy, sexual orientation, gender identity or expression, religion, national origin, citizenship, age, disability, veteran status, or genetic information. All CGOA members, employees, and contractors are expected to abide by CGOA’s non-discrimination policy.
Individual
Any person interested in, or actively promoting, crochet and paying all dues and obligations to the CGOA shall be an Individual member entitled to one vote and to run for office (assuming the member meets the qualifications to do so in Section 6.2 of these bylaws).
Professional
Any person engaged in work in the crochet industry (including but not limited to design, sale of finished crochet items, teaching, yarn dyeing, tech editing, or sales of crochet notions and hooks) and who pays all dues and obligations to CGOA may apply for Professional membership. A Professional member, whose application for membership has been accepted by CGOA, is entitled to one vote and to run for office. (assuming the member meets the qualifications to do so in Section 6.2 of these bylaws).
Business
Any business interested in or actively promoting crochet and paying all dues and obligations to CGOA may become a Business member. A Business member is entitled to one vote cast by a representative and may hold office in CGOA (assuming the member meets the qualifications to do so in Section 6.2 of these bylaws).
Corporate
Any company or corporation interested in or actively promoting crochet and paying all corporate dues and obligations to CGOA may become a Corporate member. A Corporate member is entitled to one vote cast by a representative and may hold office in CGOA (assuming the member meets the qualifications to do so in Section 6.2 of these bylaws).
Honorary
The Board of Directors may vote to confer Honorary membership upon any individual who has made an outstanding contribution to the art or practice of crochet. An Honorary member is not entitled to vote or hold office in the CGOA, unless they also maintain another type of membership.
3.3 Termination of Membership
Membership shall be terminated: (1) by written resignation from the CGOA, (2) by default in payment of obligations to the CGOA or its components under the conditions prescribed in these Bylaws, (3) by the death of the individual holding the membership, (4) or for good cause as determined by the Board of Directors.
3.4 Dues
Dues rates shall be established by the Board of Directors. Dues shall cover a twelve (12) month period and shall be due and payable at the anniversary of joining the CGOA.
SECTION IV
CHAPTERS
4.1 Names and Domain
Local Chapters, State Organizations, and Regional Organizations, termed chapters in these Bylaws, who wish to become members of the CGOA shall adopt a name including “Chapter of Crochet Guild of America”. CGOA shall assume no liability for its chapters.
4.2 Establishing a Chapter
CGOA has a process for establishing chapters to allow members to educate and network with crochet enthusiasts. Chapters shall be recognized by CGOA after receipt of a completed chapter affiliation application and payment in full of the chapter fee. All chapter members must be members of CGOA.
4.3 Recognition
Chapters shall adopt practices consistent with these Bylaws and with the mission of CGOA. Chapters may be unincorporated or incorporated under the laws of the state in which the chapter is located. CGOA Chapters will be listed on the CGOA website with appropriate contact information.
4.4 Duties
No act of a chapter shall directly or indirectly nullify or contravene any act or policy of CGOA. Chapters shall not establish qualifications for membership that vary from those of CGOA. No chapter shall limit the rights or privileges of any category of membership as stated in these Bylaws.
4.5 Rights
Chapters may hold annual elections and elect those officers necessary for the chapter to conduct business and operate smoothly. Chapters may fix and collect annual dues or assessments to cover the cost of their activities. Chapters may designate those non-CGOA members who attend their chapter meetings in keeping with chapter practices and understanding that non-CGOA members do not have the rights and privileges of CGOA members and, as such, are not governed by these Bylaws.
4.6 Disqualification and Reinstatement
A chapter that fails to comply with these Bylaws may lose its status as a CGOA chapter by a vote of the Board of Directors, provided the CGOA Board Secretary has given ninety days’ notice to the chapter in question before such vote is taken. A Chapter that has been disqualified may be reinstated by a vote of the Board of Directors.
4.7 Affiliation Fees
The Board of Directors shall set affiliation fees for chapters. An initial chapter affiliation fee is due with the chapter application. A chapter affiliation renewal fee is due on the chapter’s anniversary date each year and may not be prorated.
SECTION V
MEETINGS
5.1 Annual Membership Meeting
There shall be an annual membership meeting of the CGOA at a time and place determined by the Board of Directors. CGOA shall notify members of the time and place no less than sixty (60) days before the meeting.
Full minutes of the annual membership meeting shall be recorded by the Secretary and shall be available to the membership via CGOA’s website. The President will report on action items from the annual meeting in the membership e-newsletter.
5.2 Voting at Meetings
Members may vote on issues that come before them prior to the annual membership meeting or during the annual membership meeting.
5.3 Quorum
At the annual membership meeting of CGOA, a quorum shall be thirty (30) members.
5.4 Rules of Order
The meetings and procedures of CGOA shall be regulated according to basic parliamentary procedure.
SECTION VI
BOARD OF DIRECTORS
6.1 General Powers
The governing body of CGOA is the Board of Directors, which has the authority and is responsible for the supervision, control, and direction of CGOA. The property, affairs, and business of the organization shall be under the care of and managed by the Board of Directors. The President shall carry out the instructions of the Board.
Board action shall be valid when taken at a meeting at which a quorum is present, or when conducted in writing (including via email or text message) where a majority of Board members agree to the action. Meetings may be in person, by conference call, via Zoom, or via other means of communication.
6.2 Composition
The number of directors on the Board of Directors shall be a minimum of five (5) and a maximum of nine (9). The Board of Directors shall consist of the President, Vice President/President-elect, Secretary, Treasurer, and one (1) to five (5) members at large.
To be considered for the Board of Directors, a member must be a member in good standing with CGOA for a minimum of two (2) years, the member must be at least 21 years old at the time of nomination, and the member’s candidacy must comply with the written nominations policy presented by the Nominating Committee and adopted by the Board.
6.3 Board Terms
CGOA Board of Directors terms will be two (2) years in length and commence on the day after the annual meeting. No director may be elected for more than two (2) consecutive full terms.
Directors will be elected on a rotating fashion so that no more than 60% of the board is elected at any one time. The Board may vote to extend a member’s term one (1) year to ensure no more than 60% are rotating off the board in any given year.
6.4 Nominations
A Nominations Committee shall consist of the immediate Past President and the most recent Past Presidents. If a Past President is on the ballot, they will recuse themselves from the committee.
No later than ninety (90) days before the annual membership meeting, the Board will announce the call for Board of Directors nominations. Members will be encouraged to nominate themselves or another member for board service. All nominations shall be submitted to CGOA no later than sixty (60) days before the annual member meeting.
The Nominations Committee will review and approve nominees to ensure the slate is balanced and that all nominees comply with the board nomination policy.
6.5 Board Elections
The Nominations Committee shall present the slate of nominees to the Board of Directors. After Board approval, the candidates for board service will be presented to the membership at least thirty (30) days prior to the annual membership meeting.
Beginning at least thirty (30) days prior to the annual membership meeting, CGOA members will have the opportunity to vote for nominees.
CGOA Board election results will be announced during the annual membership meeting.
6.6 Meeting of the Board
The CGOA Board shall meet monthly via video conference at a time agreed upon by all current board members. During that meeting, the board shall hear reports, review financial information, and consider actions to further the work and mission of CGOA. Any board member unable to attend at least 60% of those meetings shall be subject to removal under section 6.11.
Should the CGOA board need to adopt an alternative meeting cadence, they will do so, understanding that a regular meeting of the Board of Directors shall be held no less than once during each administrative year at such a time and at such a place as the Board may prescribe.
Special meetings of the Board may be called by the President or at the request of any two (2) Directors by notice to each member of the Board no less than seventy-two (72) hours before the meeting is held.
6.7 Voting
Voting rights of a Director shall not be delegated to another nor exercised by proxy.
6.8 Notice
Notice must include a description of the business to be discussed.
6.9 Quorum
Fifty (50%) percent of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
6.10 Vacancies
Any vacancy occurring in the Board of Directors after the slate is presented to the membership shall be filled by a recommendation from the CGOA President and affirmed by a majority vote of the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of their predecessor.
In the event of a vacancy occurring among the Officers of the Board of Directors, through death, resignation, disqualification, disciplinary action, or any other cause the Board deems sufficient, the vacancy or vacancies shall be filled by appointment of the President. If the office of the President becomes vacant, it will be replaced by the President-Elect. Such newly appointed Officer(s) of the Board shall hold office only until the next annual meeting and election, or for the remaining period of the unexpired term which they have assumed.
6.11 Resignation and Removal of Directors
A Director may resign at any time upon written notice to the Board of Directors. A Director may be removed for adequate reason by a two-thirds vote of the Board. No special meeting of Directors may remove a Director unless written notice of the proposed removal is delivered to all Directors at least ten (10) days prior to such meeting.
6.12 Compensation
CGOA directors do not receive compensation for their services on the board, but they may be reimbursed for necessary expenses.
If CGOA is financially able to afford to do so, the Board may vote to reimburse Board Members for travel expenses or waive Board Members' fees for participation at CGOA events. Board Members will be expected to pay annual Membership dues.
7.1 Officers of the Board of Directors
The four (4) officers of the CGOA Executive Committee will be the President, a Vice President (first year of the President’s term) /President-elect (second year of the President’s term), a Secretary, and a Treasurer. At the first regular Board meeting after the conclusion of the annual member meeting, the Board will elect officers by a simple majority. Officers must be current members of the Board of Directors.
President and President-Elect positions will be excused from reelection as their officer positions automatically transition to another officer appointment. Directors serving as Secretary and Treasurer will be eligible for reelection.
Duties of the President
The President shall be chairperson of the Board of Directors and an ex officio member of all committees except the committee on nominations. It shall be the President’s responsibility to supervise the activities of CGOA, to preside at meetings of CGOA and the Board of Directors, to create appropriate committees to further the work and mission of CGOA, and to appoint officers of the Board of Directors when vacancies arise. The President shall preserve all official documents of the CGOA or assign preservation to designated persons. The President serves a two (2) year term.
Duties of the Vice President and President-Elect
The Vice President is a one (1) year term during the first year of the President’s term. The Vice President may or may not be nominated and/or elected President-Elect.
The President-Elect (second year of the President’s term) is elected to serve for a period of three (3) years, which shall consist of a one (1) year term as President-Elect and a two (2) year term as President. This position will allow the President-Elect the opportunity to review and understand the workings of CGOA before serving as the President. In the absence of the President, the Vice President or President-Elect shall function as President.
In the event the President cannot serve or complete their term, the Vice President or President-Elect shall assume the office of President until the next annual meeting.
Duties of the Secretary
The Secretary shall keep the minutes of all meetings of CGOA, of the Board of Directors, and of Officer meetings, or shall assign this duty to designated persons. It shall be the Secretary’s duty to receive and acknowledge all communications addressed to CGOA and its officers or shall assign this duty to designated persons, and to fulfill any other duties designated by the President. The Secretary serves a one (1) year term.
Duties of the Treasurer
The Treasurer shall oversee CGOA’s accountant in matters of receivables, payables, and the finances of CGOA. The Treasurer shall be responsible for reviewing and signing the guild’s Form 990 filing with the IRS and shall report to the Board of Directors the financial standing of CGOA whenever requested to do so, and shall make a full report to the membership at each annual membership meeting. The accounts shall be audited every 5 years by a nonmember accountant approved by the Board of Directors, and the results of the audit shall be presented to the Board of Directors for adoption. The Treasurer serves a one (1) year term.
Immediate Past-President
The Immediate Past-President shall assist the President in the performance of their duties by providing continuity, advice, and other assistance. The Immediate Past- President will hold the position for the two (2) year term of the President. The Immediate Past-President will oversee the Nominations Committee. The Immediate Past-President may have term eligibility on the Board following their Immediate Past-President role.
7.2 Duties of the Officers
The elected Officers shall perform the specific duties assigned to their offices and, in addition, shall perform specific tasks which may be assigned to them by the Board of Directors.
7.3 Officer Terms
The term of the President is two (2) years, and the terms of the Officers will be one (1) year in length. All officers will be elected by the Directors, and terms will commence at the first regular board meeting after the annual membership meeting.
No Board Member may be elected for more than four (4) consecutive one-year officer terms for the same office. Officers completing a term or terms in one office may be elected to a different office.
7.4 Resignation and Removal of Officers
An Officer may resign at any time upon written notice to the Board of Directors. An Officer may be removed with adequate reason by a two-thirds vote of the Board of Directors.
SECTION VIII COMMITEEES
8.1 Committees
The President and the Board may create committees and appoint Committee Chairpersons as appropriate. This includes the determination of the number of participants on the Committees, their qualifications, length of terms, and responsibilities.
Participants on Committees must be Members in good standing and fulfill their duties to the expectations of the Board of Directors. Any Committee chair or Member can be removed by the Board of Directors. Committees will be advised by current Board Members..
8.2 Special Committees
The President shall appoint such other committees, subcommittees, or task forces as necessary and which are not in conflict with other provisions of these Bylaws, and the duties of any such committees shall be prescribed by the Board of Directors upon their appointment.
SECTION IX
INDEMNIFICATION
9.1 Indemnification
Every Director, Officer, Employee of the CGOA or Management Company, and such others as specified from time to time by the Board of Directors, shall, to the extent of insurance coverage held by and available to CGOA, be indemnified by CGOA against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with the defense of any proceeding to which they may be a defendant or respondent by reason of being or having been a Director, Officer Employee of CGOA or Management Company, or any settlement thereof, whether the person is a Director, Officer or Employee at the time such expenses are incurred, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of CGOA, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The foregoing right of indemnification shall be in addition to and exclusive of all other rights to which the indemnified may be entitled.
SECTION X
FINANCE
10.1 Budget
The Board of Directors shall adopt, in advance of the next fiscal period, an annual operating budget based on annual strategic planning and covering all activities of CGOA.
10.2 Dissolution
CGOA shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure or be distributed to the members of CGOA. On dissolution of CGOA, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations whose work and mission align with CGOA, to be selected by the Board of Directors.
SECTION XI
AMENDMENTS AND REVIEW
11.1 Amendments and Review
These Bylaws shall be reviewed every two years by the CGOA Board in advance of the annual membership meeting.
These bylaws may be amended by the membership of CGOA by an affirmative electronic ballot vote. Amendments to be offered to members for an electronic vote shall first be approved by the Board of Directors unless the amendment is endorsed in writing by 3% of the members, in which case Board approval shall not be necessary. On any electronic vote, all CGOA members must be notified, with a majority of those voting determining the action.
11.2 Interpretation of Bylaws
These Bylaws shall be interpreted according to the laws of the State of Ohio.
11.3 Electronic Communications
At the discretion of, and in a manner determined by, the Board of Directors, any notice or communication to be provided in a written form may be provided electronically.