Arlington Women’s Civic Alliance Bylaws, Amended 2/13
 

Article I—Name

The non-profit corporation described herein is named the Arlington Women’s Civic Alliance and is referred hereinafter as the Alliance or the corporation.

Article II—Purpose

The purposes of the Alliance are: a) to encourage and further friendship of women of Arlington and adjacent communities; b) to programmatically and financially support Arlington community projects; c) and to provide volunteer services. A major objective of the Alliance shall be to arrange monthly educational, informational, and cultural programs for the members. At least one annual fundraising event will be held to benefit the Arlington community.

 

Article III—Membership

Section 1. Admission to Membership

A. Eligibility

Membership in the Alliance is offered to women of Arlington and adjacent communities who are interested in the activities of the club.

B. Prospective Members

1. Candidates for membership must have one sponsor (who is a regular member), and will be listed with the Membership Chair. The member sponsor shall notify the Membership Chair in writing of the prospective member’s interest. In the event there are no immediate openings for regular membership, the Membership Chair will maintain a waiting list in the order in which she received requests.

2. Regular membership shall be limited to approximately 60 members.

3. Membership shall be offered to the next person(s) on the membership list as openings arise. This list shall be continually evaluated and updated. New members shall be notified in writing by August 1st and will be formally inducted at the fall membership meeting.

4. Regular members may sponsor one new member per year and may only have one proposed member on the waiting list at any time.

Section 2. Classes of Membership

A. Regular Members

1. These members pay annual dues and actively and financially support projects of the group. Members are required to purchase at least one ticket to the annual fundraising benefit.

2. Members are required to attend at least one general membership meeting each year. There will be four such meetings annually, and they will be identified as such in the Alliance Directory so that members can plan accordingly. Members are expected to support the activities of the Alliance on an annual basis in one or more of the following ways: by serving on the board as an officer or committee member; hosting an event or by participating in programs or volunteer events.

3. Failure to meet these obligations will result in termination of membership. Hardship exemptions will be considered by the Board on a case-by-case basis.

B. Leave of Absence

1. Valid reasons for a leave of absence are for illness, family emergency, professional reasons, absence from the city, or moving temporarily out of the local area.

2. A written request for a leave of absence must be submitted to the Board before such leave can become effective. These members are excused from duties and attendance at regular meetings during their leave. Re-instatement to regular member status shall be by written request to the Membership Chair for readmission in September. A returning member will be placed on the waiting list and/or re-admitted as space is available.

3. Members on leave are not exempt from financial obligations except as determined by the Board.

C. Sustaining Membership

Alliance members may elect Sustaining Membership status after 5 years as a regular member. Sustaining members are required to pay full dues. They are not required to purchase a ticket to the annual Alliance benefit or attend a business meeting. Sustaining members will receive all Alliance correspondence and will be listed in the directory. They will not be eligible to vote, hold office, nominate new members, and serve on nominations, community support or membership committees. A sustaining member may request re-institution of regular membership status by notifying the Membership Chair in writing by June 15th. She will be readmitted at the September membership meeting if space is available, if not, she will be added to the top of the waiting list.

D. Withdrawing from Membership

1. A member may withdraw at any time from the Alliance. Withdrawal notices must be submitted in writing to the Membership Chair. Withdrawing members are required to pay dues and purchase a benefit ticket for the fiscal year.

2. A member who has withdrawn may apply for readmission without sponsorship. She must reapply in writing to the Membership Chair by June 15th for readmission at the fall membership meeting. She will be treated as a new candidate for purposes of admission and waiting list priority.

 

Article IV—Finance

Section 1. Fiscal Matters

The fiscal year shall be from July 1 to June 30.

A. Dues

1. Returning members’ dues are payable by the spring membership luncheon and are delinquent as of July 1. Failure to remit dues by July 1 will result in removal from membership. New members must pay dues each year by August 31.

2. Dues are subject to change upon recommendation of the Board and approval by the membership.

B. Fundraising Activity

Each member shall be expected to financially and programmatically support all fundraising activity.

C. Assessments

Each member may be assessed for any amount deemed necessary by majority vote of the membership.

D. Refunds

There are no refunds of any payments of financial obligations (dues, social, benefits, etc.) except by approval of the Board.

Article V—Nominations, Elections, Voting

Section 1. Nominations

A nominating committee, appointed by the President, develops a slate of candidates, during the spring of each year.

Section 2. Elections

A. The Nominating Committee Chair presents nominations for election to the Board of Directors to be voted on at the spring membership meeting. The members of the Board of Directors are elected by plurality voting and are installed at the annual Board of Directors meeting.

B. A vacancy on the Board shall be filled by a regular member nominated by the President and approved by the general membership. Anyone elected to fill a vacancy on the Board of Directors is elected for the unexpired term only.

C. Voting

1. Only those regular members present at a membership meeting shall be entitled to vote.

2. Fifty percent (50%) of all voting members shall constitute a quorum. A quorum is required to elect new officers, vote on allocation of benefit proceeds, and to amend or alter the by-laws.

3. All business and elections shall be decided by a plurality vote.

 

Article VI—Board of Directors

Section 1. General Powers

The business and affairs of the Corporation are managed by the Board of Directors (the Board), which consists of those individuals named to the Board in the Articles of Incorporation. From time to time, the Board may delegate to officers of the Corporation such powers and duties as it may see fit in addition to those specifically provided in these Bylaws.

Section 2. Number and Tenure

The Board of Directors consists of no fewer than three and no more than eleven members, each of whom shall be a regular member in good standing. The directors are elected at the Spring membership meeting for a term of one year and each director holds office until her successor is elected and qualified or until her earlier resignation or removal. A chair and co-chair may be elected for any board position except the presidency. The co-chair and chair share a vote on the board, however, in case of disagreement on how such a vote will be cast, the chair’s vote takes precedence. 

The Board keeps minutes of its meetings and a full account of its transactions.

Any two offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity, when such instrument is required to be executed, acknowledged or verified by any two or more officers. The Board may from time to time appoint such other agents and employees which such powers and duties as it deems proper.

Section 3. Officers

A. President

The President is Chief Executive Officer of the Corporation and shall have authority to sign and execute, in the name of the Corporation, all contracts or other instruments to be executed on the Corporation’s behalf. The president presides at all general membership meetings of the organization and appoints special committees as necessary. She is an ex-officio member of all committees.

B. Vice President/Fundraising Chair

In the absence of or disability of the President, the Vice President performs all duties of the President and serves as Fundraising Chair.

C. Program Chair

The Program Chair plans and schedules monthly educational, informational, cultural, and social activities for the benefit of the membership. She organizes and directs these functions and arranges for hostesses for those programs held in individual homes.

D. Hospitality Chair

She oversees the Hospitality Committee and plans the general membership meetings of the organization. She will arrange for hostesses for these meetings, which are held in individual homes, write and mail meeting notices to members, and write thank you notes to all hostesses of general membership meetings.

E. Community Support Chair

The Community Support Chair sets up a committee each year to evaluate Arlington community needs and make recommendations to the Board and to the general membership on how Alliance funds should be dispersed each year.

F. Membership Chair

The Membership Chair accepts notices of interest for membership and maintains a list of prospective members. She speaks with prospective members about the Alliance and interfaces with new members and their sponsors to ensure a smooth transition into the Alliance. She also publishes the Alliance Membership Directory each year.

G. Secretary

The Secretary handles most official correspondence of the Board with respect to legal, corporate, and financial matters. She also takes roll and minutes at all Board meetings and general membership meetings. She brings to the attention of the Board those members who have missed four consecutive general meetings 
in one year or who are delinquent in payment of dues.

In addition, the secretary is custodian of the corporate records and of the seal of the corporation, and in general performs all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president of the board.

H. Treasurer

She receives and safely keeps records of all funds of the organization and disburses such funds on the order of the president of the board. She makes an annual report on receipts and disbursements by fiscal year’s end.

I. Volunteer Coordinator

The Volunteer Coordinator appoints a committee to serve as a clearinghouse for volunteer opportunities in the Arlington community. She communicates community needs to our members and to other interested parties and coordinates all volunteer activities of the Alliance.

J. Publicity Chair

The Publicity Chair handles all publicity and maintains the club scrapbook.

K. Newsletter Chair

The Newsletter Chair edits and disseminates a newsletter periodically as directed by the Board. Articles for the newsletter should be submitted by committee chairs and others in the Alliance who have news to share. During the summer, the editor prepares a production schedule of deadlines for submission of articles for each issue. The schedule is included in the Alliance Membership Directory.

L. Parliamentarian

The outgoing President shall act as Parliamentarian during the term of her successor and should attend and advise at Board meetings.

Section 4. Regular Board Meetings

The annual board meeting is held as soon as practical after the Spring Membership Meeting so that new board members can be installed. Additional regular meetings of the Board are held periodically during the year. Dates and locations for both annual and regular meetings are published in the Alliance Membership Directory.

Section 5. Special Board Meetings

Special meetings of the Board may be called by the President or by any two directors. Location of the meetings will be set by the President.

Section 6. Notice

Notice of the place, day and hour of every annual, regular, and special meeting is given to each director either by written notice or by facsimile or telephone.

Section 7. Quorum Adjournments

A majority of the number of directors then in office constitutes a quorum for the transaction of business at each and every meeting of the Board and except as otherwise provided by the Articles of Incorporation or elsewhere in these bylaws, the act of a majority of the directors present at any meeting which a quorum is 
present is the act of the Board. If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum is present. 

Section 8. Resignation

A Director may resign by letter to the Board stating an intention to resign and the effective date thereof.

Section 9. Removal

Any Director may, by vote of a majority of the Board in a special meeting called for such purpose, be removed from office and another may be elected in the place of the person so removed to serve for the remainder of the term.

Section 10. Compensation

Directors shall receive no compensation for their services as such, but may, by resolution of the Board, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.

Section 11. Action by Consent

Any action of the Board may be taken without a meeting if a consent in writing setting forth the action is signed by all Directors and filed with the minutes of the Corporation.

Section 12. Telephone Conversation

Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a telephone conference call or similar communication whereby all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

Section 13. Rules of Order

Other than as set forth herein, Robert’s Rules of Order shall govern all Board meetings unless the Board, by majority vote, elects to operate by other rules.

 

Article VII—Committees

The Board may by resolution constitute and appoint such other committees to perform such other duties and functions as the Board may deem appropriate. Each member of every committee shall continue in office at the pleasure of the Board. One member of each committee shall be appointed by the chair, whether directly by the Board of in such other manner as the Board may prescribe. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee.

Article VIII—Contracts, Checks, Deposits, and Gifts

Section 1. Contracts

The Board may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific interests.

Section 2. Checks, Drafts, Etc.

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, or agent or agents of the Corporation, and is such manner as shall from time to time be determined by resolution of the Board.

Section 3. Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board may select.

Section 4. Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

 

Article IX—Amendments to the Bylaws

Bylaws may be adopted, amended or suspended by two-thirds of the voting members present at a membership meeting, provided there is a quorum. Every member will receive a copy of proposed changes no less than one month before the date of the membership meeting at which a vote is to be taken.

 

Article X—Dissolution of Corporation

Upon dissolution of the Corporation, the Board shall dispose of all assets of the Corporation in accordance with the provision outlined in the Articles of Incorporation.

The Board may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific interests.

Section 2. Checks, Drafts, Etc.

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, or agent or agents of the Corporation, and is such manner as shall from time to time be determined by resolution of the Board.

Section 3. Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board may select.

Section 4. Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

 

Article IX—Amendments to the Bylaws

Bylaws may be adopted, amended or suspended by two-thirds of the voting members present at a membership meeting, provided there is a quorum. Every member will receive a copy of proposed changes no less than one month before the date of the membership meeting at which a vote is to be taken.

 

Article X—Dissolution of Corporation

Upon dissolution of the Corporation, the Board shall dispose of all assets of the Corporation in accordance with the provision outlined in the Articles of Incorporation.