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BY-LAWS |
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CHILDREN’S FOUNDATION |
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| 2009-2010 REVISION/UPDATES OF BY- LAWS OF GFWC BILLINGS JUNIOR WOMAN’S CLUB CHILDREN’S FOUNDATION HISTORY GFWC Billings Junior Woman’s Club Children’s Foundation was incorporated under the laws of the State of Montana on February 28, 1974, exclusively charitable as defined by section 501 (c) 3 of the IRS code. ARTICLE I – NAME The name of the organization shall be GFWC Billings Junior Woman’s Club Children’s Foundation, hereafter referred to as the Foundation. ARTICLE II - BUSINESS OFFICE Section 1. The business office of the Foundation (as distinguished from the statutory registered in the Article of Incorporation) shall be the Marjorie C. Thompson Memorial Center at 1403 Custer Avenue, Billings, Montana. ARTICLE III -MEMBERSHIP All members in good standing of the GFWC Billings Junior Woman’s Club of Billings, Montana, shall automatically be a member of this Foundation. ARTICLE IV - MEETINGS Section 4.1 Annual meetings. The Foundation shall hold an annual meeting to be held at the business office, or at such other place, as the Officers shall designate, on the 3rd Tuesday in January immediately following the annual meeting of the GFWC Billings Junior Woman’s Club. 1. At this time all reports of the proceedings of the Foundation shall be presented, and the members shall transact such other business as shall properly come before them. 2. Notice of the annual meeting of the Foundation shall be given in the same manner, time and in addition to the annual meeting notice for the GFWC Billings Junior Woman’s Club of Billings, Montana. Section 4.2 Special meetings. Special meetings shall be held at the call of the President, on request in writing by two or more of the Officers, or on demand in writing of at least ten members of the Foundation. 1. Special meetings shall be held at the Business Office, or at such other place as the Officers shall designate. 2. Notice of each special meeting, stating the hour and place thereof, and in general terms the business to be transacted, shall be communicated to each member at least three (3) days prior to the meeting. 3. No business shall be transacted at a special meeting except as stated in the notice sent to all members, unless by the unanimous consent of all members present. Section 4.3 Quorum. The quorum at the annual or special Foundation meetings shall be one-third (1/3) of the general membership. ARTICLE V - OFFICERS Section 5.1 The officers of the Foundation shall be a President, a President-elect, a Secretary and a Treasurer, all of whom are the current officers of the GFWC Billings Junior Woman’s Club. The officers so elected shall serve until their successors are elected and installed. PRESIDENT The President shall: 1. Preside at all meetings of the Foundation 2. See that all orders and resolutions of the Foundation are carried into effect and generally have such duties and powers as are usually vested in the office of president of a corporation PRESIDENT-ELECT The President-elect shall: 1. Be vested with all the powers required to perform all the duties of the president in her/his absence or disability and shall perform such other duties as may be prescribed by the Foundation SECRETARY The Secretary shall: 1.Have charge of the corporate books and records of the Foundation 2. Issue notices of meetings to the members thereof 3. Execute and sign such instruments as required by her signature 4. Make reports and perform any other duties incident to such office or as required by the Foundation TREASURER The treasurer shall: 1. Be the custodian of all monies and securities of the Foundation 2. Keep regular account of the monies and securities of the Foundation 3. Keep regular account of its funds and property and shall perform all duties incident to such office or which may be delegated by the Foundation ARTICLE VI – FOUNDATION BOARD Section 6.1 Composition. The Foundation Board must have a minimum of eight members. It shall consist of Foundation officers, Immediate Past President, Department Chairpersons (including but not limited to Arts, Conservation, Education, Home Life, International Affairs, Public Affairs, Parliamentary Advisor, and Member-at-large of the GFWC Billings Junior Woman’s Club. ARTICLE VII – FINANCE Section 7.1 Expenditures. Foundation officers or agents shall be required to have authorization from one-third (1/3) of the general membership to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or may be confined to specific instances. Section 7.2 Transactions. All checks, drafts, or orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, or agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the members of the Foundation. 1. In the absence of such determination by the members of the Foundation, such instruments shall be signed by the Treasurer, the President, or President-elect and approved by the Foundation Board of the Children’s Foundation. 2. The Foundation Board shall be required to approve any expenditure in excess of the budget allowance. 3. The books and accounts of the Foundation shall be kept in accordance with sound accounting practices and shall be reviewed and have a compilation annually by a Certified Public Accountant. 4. The Foundation Board may decide at their discretion to further have an audit of the books. Section 7.3 Funds. All funds of the Foundation shall be deposited in a timely manner to the credit of the Foundation in such banks, trust companies, or other depositaries as the members of the Foundation may select. Section 7.4 Contributions. Contributions, gifts, bequests, or devisees to the Foundation shall be accepted only upon approval of the majority of the Foundation Board. ARTICLE VIII – AMENDMENT OF BY-LAWS Section 1. These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the members of the Foundation present at any annual meeting or any special meeting, if at least three (3) days notice is communicated of such intention. We the undersigned, being all of the officers of the GFWC Billings Junior Woman’s Club Children’s Foundation, do hereby certify: That the foregoing By-Laws appearing upon the pages of this record immediately proceeding constitute the By-Laws and are the official By-Laws of this Foundation as passed, approved and adopted by the members of the Foundation on March 16, 2010.
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GFWC BILLINGS JUNIOR WOMAN’S CLUB
ORGANIZATION AND FEDERATION |
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2009 – 2010 REVISION/ UPDATE OF BY-LAWS OF THE
GFWC BILLINGS JUNIOR WOMAN’S CLUB ORGANIZATION AND FEDERATION OF BILLINGS, MONTANA HISTORY
PREAMBLE
ARTICLE I – NAME
ARTICLE II – PURPOSES AND POLICIES
ARTICLE III - MEMBERSHIP
Section 3.1 Eligibility Section 3.2 – Types of Members Section 3.7 – Removal ARTICLE IV – DUES AND FINANCE
Section 4.11 - Disbursements/Dissolution In the event of
the dissolution of the GFWC Billings Junior Woman’s Club, its
assets remaining after payment of debts and liabilities shall be
dispersed according to the Rules of Incorporation. ARTICLE V – OFFICERS
Section 5.2 The Officers of BJWC shall also be the Officers of Billings Junior Woman’s Club Children’s Foundation. No person may hold more than one office. Section 5.3 The Executive Committee of BJWC shall be President, President-elect, Secretary, Treasurer, Member-at-Large, Parliamentary Advisor, and Immediate past president. It shall be responsible for the general meetings and shall hold meetings as deemed necessary. Section 5.4 Nominations. The Nomination Committee shall present a slate of candidates for the offices of President-elect, Secretary and Treasurer, at the annual meeting in January of even numbered years. Additional nominations may be made at the February general meeting. Section 5.5 Elections. Offices of President-elect, Treasurer, and Secretary shall be elected by a majority of the members present and voting at the February general meeting of even numbered years. All officers assume a two-year term. The term of office begins June 1st of even numbered years. Special elections may be held in order to fill a vacant position. Section 5.6 Duties of Officers PRESIDENT
The President shall: The President-elect shall: The Secretary shall: ARTICLE VI - APPOINTED POSITIONS
Section 6.1 MEMBER-AT-LARGE ARTICLE VII – MEETINGS
Section 7.2 Annual Meeting - The Annual meeting of BJWC shall be the third Tuesday of January. Section 7.3 Special Meeting - Special meetings shall be called by the President, Board of Directors, Executive Committee, or upon written request of ten members of BJWC. Section 7.4 Cell Phones - Cell phones shall be turned off or set on vibrates during the meeting. Members should excuse themselves for any cell phone use. Section 7.5 Notice of Meetings ARTICLE VIII - BOARD OF DIRECTORS
Section 8.1 The Board of Directors consists of fourteen
(14) members including the elected officers of GFWC Billings Junior
Woman’s Club (president, president-elect, secretary, and
treasurer), Department Chairmen (including but not limited to Arts,
Conservation, Education, Home Life, International Affairs, Public
Affairs), Immediate Past President, Member at Large, Parliamentary
Advisor, and two or more appointed members. Section 8. 3 Meetings The Board of Directors shall hold two (2) meetings per year and others as deemed necessary by the President. Section 4 Quorum A majority of the members of the Board of Directors shall constitute a quorum (half plus one). ARTICLE IX - COMMITTEES
Section 9.1 Each committee shall submit a written report prior to, or at each regular meeting to the President and Secretary, and shall keep accurate files of their budget and volunteer hours. Committee chairmen shall submit an end-of-the-year report to the Executive Committee. Section 9.2 Standing Committees ARTICLE X - DELEGATES
Delegates and alternates to GFWC conventions shall consist of the President and President-elect. Other delegates shall be selected with approval of the Executive Committee. ARTICLE XI - STANDING RULES
In order to comply with the specific BJWC By-Laws, Standing Rules may be established, which shall have the same force and effects as the bylaws. ARTICLE XII - AMENDMENTS
Section 1. The By-laws may be amended by a two-thirds
vote of members present and voting at any meeting of BJWC, provided the
meeting date and proposed amendment(s) have been submitted in writing
to the membership prior to the vote. ARTICLE XIII PARLIAMENTARY AUTHORITY
The proceedings of the Club shall be governed by and conducted according to Robert’s Rules of Order, Newly Revised. ARTICLE XIII PARLIAMENTARY AUTHORITYThe proceedings of the Club shall be governed by and conducted according to Robert’s Rules of Order, Newly Revised. STANDING RULES
1. It shall be the responsibility of the general membership to read the by-laws and standing rules. 2. Voting at Board of Directors, Executive Committee, and general meetings shall be by secret vote when the question is of such a nature that any member would hesitate to vote publicly. 3. The Executive Committee shall have authority to appropriate funds of BJWC in amounts not to exceed $500. 4. BJWC shall not make financial contributions in excess of $250, which are not included in a committee’s budget, without a majority vote of members present at said meeting. 5. Funds used within a committee shall be agreed upon by a majority of the committee members. Individual committees may raise their own funds above and beyond those budgeted as deemed necessary. 6. No committee can move their funds to another committee’s project without the approval of the general membership. 7. Specific committee proposals or projects not initially outlined in the budget that request the support of the entire membership, will be presented in writing to the general membership for approval. 8. The yearly membership dues are $35 and shall be allocated as follows: Per capita assessment for membership in General Federation of Women’s Clubs, GFWC of Montana, GFWC of Montana Eastern District dues, GFWC Clubwoman Magazine subscription, and the remaining monies will be used for the operating budget of BJWC. 9. Each member is encouraged to be a member of one standing committee or department. 10. The newly installed President shall be sent bi-annually (even years) to the GFWC International Convention. BJWC will pay registration and official meals during meeting days. Travel as approved by BJWC will be paid by BJWC. The hotel room will be paid at one-fourth (_ ) the convention room rate by BJWC. 10a. In the event the President is unavailable, the President-elect shall be considered the 1st alternate. If neither is available, a delegate representative will be chosen by the general membership. 11. Members of BJWC may attend the GFWC International Convention, Western States Region Conference, GFWC of Montana Board of Director’s Meeting, GFWC of Montana Spring Convention, and GFWC Eastern District Convention. 11a. BJWC will pay registration and official meals for these conventions, conferences, and meetings. All other costs are at member’s own expense. 11b. Members will be reimbursed after attendance at the conventions, conferences, or meetings. 12. All reimbursement requests must be submitted to the treasurer on the correct form with receipts attached within 90 days. No reimbursements will be paid without correct documentation. 13. When time is of the essence, members may be polled for vote by telephone or email. All actions will be included in the committee reports at the next general meeting. 14. Any expenses incurred by a member due to special requests or arrangements are the member’s responsibility. Members requesting special arrangements may ask the Executive Board for an exemption prior to the incurred expenses.
President-elect - Florence Diede GFWC Billings Junior Woman’s Club By-Laws Committee: Anne
Henson Susan Macartney Gayle
Carter Linda
Altwine Revised 2/16/2010 |
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GFWC-Billings Junior Woman's Club |
