ARTICLE I Name
The name of this organization shall be THE GFWC NORTH PINELLAS WOMAN’S CLUB FOUNDATION INC., (hereinafter referred to as the Club), a constituent division of the GFWC Florida Federation of Women’s Clubs (FFWC) and the General Federation of Women’s Clubs (GFWC), which shall be located in Pinellas County, State of Florida.
ARTICLE II Object
Section 1. The GFWC North Pinellas Woman’s Club Foundation, Inc. shall be organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, and shall otherwise comply with any requirements for classification as an exempt organization under such section.
Section 2. The object of this Club shall be community improvement through volunteer service.
Section 3. The Club shall conform to the qualifications of membership of the GFWC Florida Federation of Women’s Clubs and GFWC General Federation of Women’s Clubs. It shall be a nonprofit organization dedicated to educational and charitable purposes.
Section 1. The Executive Committee of the Club shall consist of the officers of the Club including President, President Elect, First Vice President, Second Vice President, Third Vice President, Secretary, Treasurer and Member-at- Large, elected for a one year term or until her successor is elected and qualified. The Parliamentarian shall also serve on the Executive Committee as a non-voting member and shall be appointed by the President for a one year term. The above named group hereafter will be known as the Executive Committee.
Section 2. Duties
(a) The officers shall perform the duties prescribed in these bylaws, the parliamentary authority, and such other duties as may be requested by the Club or the Executive Committee.
(b) The President shall preside at all meetings of the Club, the Executive Committee, and the Board of Directors and shall be a member of all Committees and Community Service Programs, ex-officio, except the Nominating Committee. She shall serve as an official GFWC Club Delegate. With the approval of the Executive Committee, the President shall appoint all Chairmen of Committees. The President is responsible for keeping all legal documents.
ARTICLE III Executive Committee and Parliamentarian and Their Duties
(c) The President-Elect shall perform the duties of the President in her absence. Along with the President she shall be an official GFWC Club Delegate.
(d) The First Vice President shall perform the duties of the President and the President Elect in their absence. She shall be Chairman of the Programs and the Community Service Programs (CSPs).
(e) The Second Vice President shall perform the duties of the First Vice President in her absence and shall be Chairman of Membership, responsible for recruitment and orientation. It shall be her responsibility to keep an up-to-date list of active members, present the names of prospective members to the Board of Directors for approval and present the approved new members to the Club.
(f) The Third Vice President shall perform the duties of the Second Vice President in her absence and shall be chairman of member retention. It shall be her responsibility to plan social and member retention activities, annual banquets and installations.
(g) The Secretary shall keep the minutes of all meetings of the Club. She shall conduct the correspondence of the Club and serve as the Club historian.
(h) The Treasurer shall be custodian of all funds of the Club and keep account of all receipts and disbursements. She shall see that the Club has complied with all current tax laws filing requirements. She shall present a financial report at each business meeting of the Club. The Treasurer shall have the fiscal records ready for review no later than thirty (30) days after the close of the fiscal year, which is January 1 to December 31. Upon completion of the annual review, the Treasurer shall surrender to her successor all books, reports, and properties belonging to the Foundation. The Treasurer shall be chairman of the Budget Committee.
(i) The Member-at-Large is elected at the annual meeting by the general membership and shall be responsible for the attendance records and determining meeting quorums. She shall represent the general membership on the Executive Committee.
(j) The Parliamentarian shall be appointed by the President. She shall attend all Board of Director meetings and assist officers in matters of parliamentary procedure. She shall have no vote at the Board of Director meetings.
(k) The President, First Vice President, Second Vice President, Third Vice President and Treasurer shall give an annual report at the November general meeting of the Club and submit it in writing to the Secretary.
(l) A complete list of duties shall be found in the “Officer and Chairman Procedure Manual” which shall be reviewed annually and revised as needed under the direction of the President.
ARTICLE IV Board of Directors
Section 1. The Board of Directors shall consist of the Executive Committee, Immediate Past President, Communications Chairman, Fundraising Chairman, Leadership Chairman, Public Relations Chairman, and Technology Chairman.
Section 2. The President shall appoint the Communications Chairman, Fundraising Chairman, Leadership Chairman, Public Relations Chairman, and Technology Chairman.
Section 3. The Communications Chairman shall be responsible for the Club website, newsletter, scrapbook, yearbook and GFWC internal communications.
Section 4. The Fundraising Chairman shall coordinate activities to raise monies for all projects and needs of the Club.
Section 5. The Leadership Chairman shall be responsible for developing leadership tools and techniques for the Club.
Section 6. The Public Relations Chairman shall be responsible for elevating the visibility and positive reputation of the Club externally through publicity, media relations, social media, community outreach, and collateral.
Section 7. The Technology Chairman shall be responsible for information management, and systems and technology used to support information management for the Club.
Section 8. The Chairman of each of the above-mentioned Committees shall offer a budget request to the Treasurer in advance of the Budget Committee meeting. Expenditures for any of these committees shall require the pre-approval of the Board of Directors, if not budgeted.
Section 9. Except in the case of the President, who must always be elected by the Club, a vacancy during the Club year in any office shall be filled by appointment of the President, subject to the approval by the Board of Directors.
Section 10. Board of Directors shall meet monthly prior to each general Club meeting, as deemed necessary.
Section 11. The Board of Directors shall be responsible for procuring a meeting place for the general Club meetings.
Section 12. Special meetings of the Board of Directors may be called by the President or at the written request of three (3) Board of Directors members with 48 hours’ notice.
Section 13. A quorum for the Board of Directors shall consist of a majority of the Board members.
Section 14. The Board of Directors shall vote on Club matters that will be brought to the general membership for final vote.
ARTICLE V Membership
Section 1. Membership in the Club shall be open to those in agreement with the object of the Club and who are willing to work toward its goals. A majority vote of the Board of Directors shall elect a candidate for active membership.
Section 2. Membership shall be unlimited in number and shall consist of two classes: Active and Honorary.
(a) An Active member shall pay full dues and have all the rights and privileges of membership.
(b) Honorary members shall be elected for life by the Club on recommendation of distinguished merit approved by the Board of Directors. Such members shall be entitled to all the privileges of active membership except the right to vote and hold elective office, and they shall be exempt from the payment of dues.
Section 3. The annual membership dues of the Club shall be determined by the Board of Directors. Dues will be for the calendar year and will be due and payable to the Treasurer by October 31. Dues not received or postmarked by November 30 shall result in automatic termination of membership.
Section 4. A former member may resume her membership by payment of the current year’s dues and Board of Directors approval.
ARTICLE VI Meetings
Section 1. The general meetings of the Club shall be held from January through November, unless otherwise ordered by the Board of Directors of the Club.
Section 2. Special meetings and regular meetings that fall on a holiday may be called or changed by the President.
Section 3. The annual meeting of the Club shall be held at the November general meeting for the purpose of hearing reports, the confirmation (presentation) of officers elected and other business.
Section 4. A special meeting may be called by the President or written request of five (5) members. Notice shall be sent to the membership at least ten (10) days prior to the meeting.
Section 5. One fourth (1/4) of the Club membership at any general meeting of the Club shall constitute a quorum.
Section 6. Any committee chairperson may choose to substitute an electronic meeting for an in-person meeting. Meetings may not be hybrid; they must be either in person or electronically allowing all participants the ability to seek recognition to speak, showing (or permitting the retrieval of) the text of pending motions, and showing the results of votes. These video conference meetings shall be subject to all rules adopted by the committee or board that govern them, which may include any reasonable limitations on, and requirements for the members participations. An anonymous vote conducted through the designed internet meeting service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that the vote be conducted by ballot.
ARTICLE VII Nominations and Elections
Section 1. The Nominating Committee shall be approved at the August general meeting. Two (2) members and an alternate shall be elected from and by the Board of Directors, prior to the August general meeting by a majority vote. Two (2) members and an alternate from and by the general membership shall be elected at the August general meeting by a majority vote. The nominating committee shall elect a chairman from within the committee by majority vote.
Section 2. The Nominating Committee shall be responsible for creating a proposed slate of officers. The proposed slate of officers shall be published in the newsletter prior to the September general meeting.
Section 3. Nominations from the floor for the Member-at-Large will be received at the September general meeting.
Section 4. The election of officers and the Member-at-Large shall take place at the October general meeting. In addition to the slate of officers proposed by the Nominating Committee, nominations may be made from the floor at the September and October meetings. They shall take office at the beginning of the fiscal year, January 1st.
ARTICLE VIII Standing Committees
Section 1. The Standing Committees shall be Budget and Bylaws. Additional standing committees may be defined in the Standing Rules.
Section 2. The Chairmen of each Standing Committees shall offer a budget request to the Treasurer in advance of the Budget Committee meeting. Expenditures for any standing committee shall require the pre-approval of the Board of Directors if not budgeted.
Section 3. The Budget Committee shall meet in December and consist of the current President, newly elected President, newly elected President-Elect, current Treasurer, and newly elected Treasurer, and a volunteer member of the general membership. The duties of the Budget Committee shall be to prepare the budget for the ensuing year to be presented at the January Board of Directors meeting and at the January general Club meeting.
Section 4. The Bylaws Committee shall meet at the discretion of the Board of Directors and is chaired by the Parliamentarian unless otherwise appointed by the Board of Directors. The committee shall submit proposed revisions and amendments to the Board of Directors for approval. Those revisions and amendments must be published in parliamentary form one month prior to final vote by the general membership.
ARTICLE IX Community Service Programs (CSPs)
The Community Service Program Chairmen (CSPs) shall be appointed at the discretion of the President and the Board of Directors and shall follow the Community Service Programs as outlined by the GFWC Florida Federation of Women’s Clubs.
ARTICLE X Earnings & Activities of Foundation
(a)No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered when deemed advisable by the Board of Directors and to make payments and distributions in furtherance of the purposes Set forth in Article II hereof.
(b)This Club shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation, nor shall it participate or intervene (by publication or distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office.
(c)Notwithstanding any other provisions of these articles, the Club shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
(d)Notwithstanding any other provision of these articles, this Club shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Club.
ARTICLE XI Parliamentary Authority
The deliberations of all meetings of the Club shall be governed by the current edition of “Roberts Rules of Order Newly Revised” where they do not conflict with the Bylaws of this Organization.
ARTICLE XII Emergencies
Section 1. In the case of a national emergency, state emergency, or any type of event (man-made or natural) that could potentially put members in danger, the President, with the consent of the majority of the Board of Directors, may order that elections be held by mail or electronically.
Section 2. In the case of a national emergency, state emergency, or any type of event (man-made or natural) that could potentially put members in danger, the President, with the consent of the of the Board of Directors may order that an electronic meeting be held as a substitute for any in person, executive committee, board of directors, special or general meeting.
ARTICLE XIII Dissolution
Upon dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Club, dispose of all of the assets of the corporation to another organization or organizations which are organized and operated for the same purposes for which this Club is organized and operated or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary, or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Club is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
No person, firm or corporation shall ever receive any dividends or profits from the undertaking of this corporation, and upon dissolution of this corporation all its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have been qualified for exemption under Section 501 (c) (3) of the Internal Revenue Code, and none of the assets will be distributed to any member, officer or trustee of this corporation.
ARTICLE XIV Amendment of Bylaws
These bylaws may be amended at any general meeting of the Club by a two-thirds (2/3) vote of members in attendance, provided that the amendment has been submitted in writing at the previous general meeting. They may also be amended at a special meeting called for that purpose, previous notice having been given.
REVISED BYLAWS PROPOSED – May 2, 2022
REVISED BYLAWS APPROVED – June 21, 2022