Bylaws

Lakes Area Women’s Club — GFWC

Bylaws

Proposed September 2015

Contents

ARTICLE I—NAME

ARTICLE II—PURPOSE

ARTICLE III—MEMBERS

ARTICLE IV—DUES

ARTICLE V—FINANCES

ARTICLE VI—OFFICERS, BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

ARTICLE VII—NOMINATIONS AND ELECTIONS

ARTICLE VIII—OFFICER DUTIES

ARTICLE VIII—MEETINGS

ARTICLE IX—COMMITTEES

ARTICLE X—PARLIAMENTARY AUTHORITY

ARTICLE XI—AMENDMENTS

ARTICLE XII—ETHICAL STANDARDS

ARTICLE XIII—INDEMNIFICATION

ARTICLE XIV—DISCRIMINATION

ARTICLE XV—DISSOLUTION

ARTICLE I—NAME

The name of this organization shall be the Lakes Area Women’s Club—GFWC (hereinafter referred to as the Club).

ARTICLE II—PURPOSE

The purpose of this Club is to promote social, cultural and educational advancement of its members and the greater community and lead volunteer community service efforts in support of these advancements. This Club is accordingly organized and shall be operated exclusively for educational and charitable purposes. In conducting the aforementioned affairs of this Club, the Club shall pay due attention to all trade regulations and shall not in any manner violate federal or state trade regulations.

ARTICLE III—MEMBERS

Section 3.1 Types of Members

The Club shall consist of Members.

Section 3.2 Eligibility

An applicant having visited at least one regular meeting may request membership. Each application for membership shall show that the organization requires no partisan political test for membership, that it is not a secret society and that it does not tolerate, either by practice or teaching, any violation of state or national laws.

Section 3.3 Application for Membership

Applications for active membership shall be presented to the Membership Chair/Treasurer accompanied by a completed application in writing and payment of Club dues. Such applications shall be reviewed and acted upon by the Membership Chair. An application will be accepted based on receipt of all required information and Club dues. Upon acceptance of membership applications, new Members shall be provided a copy of the bylaws of the Club and a list of Club Members.

Section 3.4 Termination of Membership

Resignations from membership shall be presented in writing to the Membership Chair/Treasurer. Upon notice of resignation, all rights and privileges of membership cease. Active Members whose dues remain unpaid for 3 months shall be removed from membership. Members whose activities and purposes have been proved to be incompatible with those of the Club, or who act on behalf of the club in violation with the bylaws shall be removed from membership by a two-thirds vote of the Board of Directors.

Section 3.5 Renewal of Membership

Annual active membership shall be renewed automatically upon receipt of payment for annual dues.

Section 3.6 Reinstatement of Membership

Previously active Members shall reapply to the Club as stated in Section 3.3.

ARTICLE IV—DUES

Dues shall be payable in advance on the first day of enrollment as a Club member and annually thereafter on October 1 to entitle members to all rights and privileges of membership. Dues shall be forwarded to the Treasurer. If not paid by November 1, Members will be notified that the payment is due.

Membership dues in the Club shall be set by the Club Board of Directors. Dues payable for a portion of a calendar year may be prorated at the discretion of the Board of Directors. A member whose Club dues remain unpaid for a period of 3 months shall forfeit the privileges of membership and her name shall be stricken from the Club roster. The Board may elect to extend the renewal grace period for a member with a hardship circumstance at their discretion.

ARTICLE V—FINANCES

Section 5.1 Fiscal Year

The fiscal year shall be from July 1 through June 30. The accounts of the Club shall be audited at the close of each fiscal year by the Club Finance Committee. The annual budget shall be prepared by the Executive Committee and approved by the Board by September 30 of the applicable fiscal year.

Section 5.2 Investments

All monies held by the Club shall be placed in accredited financial institutions selected by the Board. The financial institutions will report directly to the Executive Committee.

Section 5.3 Disbursements

Disbursement of funds of the Club shall be by check bearing the signature of either the Club President or the Club Treasurer, or by debit card with accompanying approval form bearing the signature of either the Club President or the Club Treasurer. The signature must be affixed in person.

Section 5.4 Unbudgeted Expenditures

Any contract implementing an unbudgeted project shall be presented to the Board for review and approval. Following approval, such contract may be signed by the President, 1st Vice-President, Treasurer or Secretary.

Section 5.5 Contracts

At the request of the Board of Directors, legal counsel shall be sought to review agreements, contracts and leases prior to their being signed by the President, 1st Vice-President, Treasurer or Secretary.

Section 5.6 Compensation

No officer or member of the Board of Directors shall be employed by, receive any financial compensation from, or have any business interests with the Club.

ARTICLE VI—OFFICERS, BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

Section 6.1 Titles

The officers of the Club shall be a President, a 1st Vice-President, a Secretary and a Treasurer. No person may hold more than one office.

Section 6.2 Executive Committee

The President, 1st Vice-President, most recent available Past President, Secretary and Treasurer shall constitute the Executive Committee for this Club.

Section 6.3 Board of Directors

The President, 1st Vice-President, most recent available Past President, Secretary and Treasurer, as well as committee chairs appointed by the Executive Committee shall constitute the Board for Directors for this Club. The Board of Directors shall have general supervision of the affairs of the Club. It shall authorize and appoint the chairs of such administrative committees and assign them to such duties and such authority as it deems needful to carry on the work of the Club. Additional committee members shall be appointed by the President, with the exception of the Membership Chair, as provided in Sections 7.4 and 9.1 herein.

Section 6.4 Eligibility

Eligibility for all offices, Board of Directors and Executive Committee shall include active membership in the Club.

Section 6.5 Term

The term of office shall be two years or until such time as a successor assumes office. Officers shall serve from the adjournment of the October election meeting at which they are elected until the adjournment of the October election meeting at which their successors are elected. The 1st Vice- President shall assume the duties of the President at the adjournment of the next odd numbered October election meeting. No officer shall serve more than two consecutive terms in the same office. An officer, having served two terms in the same office shall be ineligible for re-election to the same office until the lapse of at least one year.

Section 6.6 Removal

Any officer may be removed from office and/or from the Board of Directors with cause by a two-thirds vote of those members present and voting at a Club meeting, her name having been presented with charges in writing to the membership prior to the meeting, and the officer having had the opportunity to defend herself.

Section 6.7 Vacancies in Office

A vacancy shall be filled as provided in this section.

  1. In the event of a vacancy in the office of President, the 1st Vice-President shall become President and shall serve the remainder of the term. A President serving less than a full term shall be eligible to serve one additional term. She shall declare her intention to the membership to serve a full term within 30 days of assuming office.

  2. Vacancy in any office shall be filled by the Board of Directors by appointment or nomination subject to membership vote for the remainder of the unexpired term, except as provided in Section 6.7a.

  3. If the President is temporarily incapacitated or unable to perform her duties for a period of 30 consecutive days, the 1st Vice-President shall perform the duties of the President until the President resumes her duties or the office is declared vacant by the Board of Directors.

  4. If an officer is incapacitated or unable to perform her duties for a period of three months, the office shall be declared vacant by the President.

  5. In the event of two or more vacancies at the same time, the highest ranking officer shall be empowered to convene a special meeting of the membership for the purpose of holding a special election.

ARTICLE VII—NOMINATIONS AND ELECTIONS

Section 7.1 Nominations

Nominations for the office of President, 1st Vice-President, Secretary and Treasurer shall be made by Members. A Member may nominate only one candidate for any office. Candidates so nominated shall have consented to be nominees and shall meet the bylaws requirements of eligibility, as provided in Section 6.4.

Section 7.2 Elections

Candidates’ names and the offices they seek shall be announced to membership in the Call to Election in September, 14 days prior to the October election meeting, in odd-numbered years. The officers-elect shall be elected by ballot at the October election meeting in odd-numbered years, at a time and place scheduled in the meeting announcement. A plurality vote shall elect. The 1st Vice-President shall automatically accede to the office of President without standing for election.

  1. Members shall be current in club dues to be eligible to vote. Though entitled to vote in several capacities, a voting member shall have but one vote.

  2. Members may vote in-person or by mail ballot.

  3. The quorum for an election shall be two-thirds of members.

ARTICLE VIII—OFFICER DUTIES

Section 7.1 President

The president shall preside at all meetings of the Club, Board of Directors and Executive Committee. She shall be an ex-officio member of all committees.

Section 7.2 1st Vice-President

The 1st Vice-President shall discharge the duties of the President in her absence. In the absence of the President and 1st Vice-President, a President Pro Tem, appointed by the Board of Directors of the Club, shall discharge such duties. The 1st Vice-President shall assist the President and organize programs for monthly meetings.

Section 7.3 Secretary

The Secretary shall keep the minutes of Club, Executive Committee, and Board of Directors meetings and a written report shall be presented at the monthly meeting. The secretary shall maintain monthly correspondence to the membership and all web site postings.

Section 7.4 Treasurer

The Treasurer shall receive all monies belonging to the Club, pay bills upon approval of the membership, and keep an itemized account of receipts and disbursements of the Club and fundraising events. She shall make a complete report at each Club meeting. The Treasurer shall keep an accurate list of the membership of the Club. The Treasurer shall appoint a Membership Chair to distribute and collect membership applications and maintain an accurate club roster.

Section 7.5 Past President

The Past President shall assist in any way when asked by the current President.

ARTICLE VIII—MEETINGS

Section 8.1 Club Meetings

The Club shall hold monthly meetings and such other meetings as may be authorized by the Board of Directors of the Club. The time and location for all meetings shall be fixed by the Board of Directors of the Club. Notice of this action shall be sent to all members in advance of such meetings. Notice of the annual October election meeting shall be sent to all members at least 15 days in advance.

Section 8.2 Board of Directors Meetings

The Board of Directors of the Club shall meet at least twice each fiscal year at the time and place fixed by the Board or on call of the President.

Section 8.3 Executive Committee Meetings

The Executive Committee of the Club shall meet on call of the President or any three of its members.

Section 8.4 Quorum

Two-thirds of membership shall constitute a quorum for meetings of the Club; five members shall constitute a quorum for meetings of the Board of Directors of the Club; and three members for meetings of the Executive Committee.

ARTICLE IX—COMMITTEES

Section 9.1 Membership Committee

The Treasurer shall appoint a Membership Committee Chair. The Membership Committee Chair is responsible for distributing and collecting all membership applications and maintaining an accurate Club roster. The Membership Committee Chair shall appoint all additional members of the Membership Committee at her discretion as needed. The purpose of the Membership Committee is to insure the growth and continuation of the Club. The Membership Committee Chair shall make a complete report at each Club meeting.

Section 9.2 Volunteering Committee

The President shall appoint a Volunteering Committee Chair. The purpose of this committee is to plan, organize and manage all volunteering events involving acts of service to the community. The Volunteering Committee Chair shall make a complete report at each Club meeting

Section 9.3 Fundraising Committee

The President shall appoint a Fundraising Committee Chair. The purpose of this committee is to organize and manage all ongoing fundraising efforts. The Fundraising Committee Chair shall make a complete report at each Club meeting.

Section 9.4 Media and Publicity Committee

The President shall appoint a Media and Publicity Committee Chair. The purpose of this committee is to promote and advertise Club membership, activities, community events, charitable efforts and fundraising activities of the Club. The Publicity Committee Chair shall make a complete report at each Club meeting

Section 9.5 Finance Committee

The Finance Committee shall be appointed by the President and consist of persons outside the Club. Members of the Finance Committee must demonstrate skills and experience in auditing and/or accounting. The Audit shall be completed annually by the July meeting for the June 30 to July 1 fiscal year prior.

Section 9.6 Special Committees

Special committees shall be created as deemed necessary by the President, Executive Committee, or the Board of Directors. Appointments to these committees shall be made by the President with the approval of the Executive Committee.

ARTICLE X—PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that the Club may adopt.

ARTICLE XI—AMENDMENTS

These bylaws may be amended at the Club’s annual March meeting with a quorum present and by a two-thirds vote of those present and voting. The proposed amendments shall be submitted in writing one month in advance and shall be appended to the call to the meeting. Amendments of an emergency nature may be considered at any Club meeting that constitutes a quorum without previous notice but requires approval by a nine-tenths majority vote of those present and voting. Bylaws shall be reviewed in totality every three years.

ARTICLE XII—ETHICAL STANDARDS

Section 12.1 Ethical Standards

The Club requires its officers, Board of Directors and members to observe high standards of ethical conduct in the execution of their duties and responsibilities, as required by law and as specified in these bylaws and the standing rules.

Section 12.2 Confidentiality

Officers, the Board of Directors or members shall not disclose confidential or proprietary information belonging to the Club or obtained through their affiliation with the organization, other than to persons who have a legitimate or legal need for such information.

Section 12.3 Conflict of Interest

Officers, the Board of Directors and members shall act in the best interest of the Club. They shall be disqualified from acting when they have any actual or potential conflict of interest that may impede or be perceived as impeding their capacity to act in good faith in the best interest of the Club.

  1. Presumption of Conflict. A conflict of interest shall be presumed when:

    1. An officer or member of the Board of Directors; or

    2. Any individual acting in that capacity for a member; or

    3. A member of their immediate family has a close affiliation or interest in an affected organization or company or could expect financial gain or loss from a matter being considered by GFWC.

  2. In the case of a fundraising event such as a mom to mom sale, a vendor sale or a member’s business participating in a fundraising event, no exclusivity or partiality will be given to a

    member’s business interests. In such cases, a member shall exclude herself from voting upon the decision to enter a fundraising event due to conflict of interest, and the determining vote must be cast only by members who do not have a presumption of conflict.

  3. Public Positions. No officer, member of the Board of Directors or member, while acting in their official Club capacity, may take a public position on any issue:

    1. That is not in conformity with the official position of the Club; or

    2. On which the Club has taken no formal position.

ARTICLE XIII—INDEMNIFICATION

The Lakes Area Women’s Club shall indemnify any present or former Director, officer, member,

employee, agent or “heirs and estates” who was or is a party to any threatened, pending or completed action, suit or proceeding against any expenses (including attorneys’ fees), judgements, fines, and amounts reasonably incurred in good faith by such person in connection with such action, suit or proceeding to the full extent permitted by the Michigan Nonprofit Corporations Act. Further, the Club may indemnify any person in the manner and to the full extent, and shall have such other rights and powers in connection therewith, as may be permitted to the Club under the law, including without limitation the Michigan Nonprofit Corporations Act.

ARTICLE XIV—DISCRIMINATION

The Club shall not discriminate against any person based on color, race, religion, gender, national origin, disability, age or sexual orientation.

ARTICLE XV—DISSOLUTION

The Club may be dissolved by recommendation of the Board of Directors and an affirmative vote by the membership. In the event of dissolution, the Board of Directors shall authorize the payment of all debts of the Club, including accruals, and arrange for the liquidation and distribution of remaining assets, if any, to organizations qualified as exempt organizations under section 501(c)(3) of the Internal Revenue Code with purposes similar to those of the Club serving the community of Oakland County, MI. No assets may be distributed to individual members.