Bylaws
MISSION STATEMENT
Founded in 1891, The Woman’s Century Club is committed to education through scholarship grants and to community service by developing and encouraging its members to participate in club activities for civic betterment. Its purpose is exclusively education, charitable and social in nature.
BYLAWS
ARTICLE I – NAME
ARTICLE II – OBJECTIVE
ARTICLE III – MEMBERSHIP
ARTICLE IV – MEMBER DUES
ARTICLE V – OFFICER ELECTIONS AND TRANSITION
ARTICLE VI – OFFICERS, BOARD OF TRUSTEES, DUTIES, AND TERMS
ARTICLE VII – COMMITTEES
ARTICLE VIII – MEETINGS
ARTICLE IX – QUORUMS
ARTICLE X – DISSOLUTION
ARTICLE XI –PARLIAMENTARY AUTHORITY
ARTICLE I – NAME
The name of this corporation/non-profit organization, organized under the State of Washington and IRS Section 501(c)5, shall be The Woman’s Century Club. The location of the organization shall be Seattle, King County, Washington.
ARTICLE II – OBJECTIVE
The purpose and objective of this organization shall be to promote the intellectual growth of its members, present programs and special events of interest to the members, share its history, lend its influence on civic and charitable matters, and award educational scholarships.
ARTICLE III – MEMBERSHIP
Sec 1. There shall be two classes of members: Active and Life.
Sec 2. Active members shall pay annual dues.
Sec 3.
- a) Any member may invite a guest to a meeting. Any guest who desires to become a member may submit an application for membership consideration after attending one or two regular club meetings. While the application is pending, a prospective member may attend meetings or functions, but may not vote on club matters.
- b) The purpose for the meeting requirements shall be to acquaint the candidate with the club’s members, programs, and operation. A candidate’s application shall be signed by the sponsor and one other member in good standing. The appropriate membership payment must accompany the completed application and be submitted to a member of the Board of Trustees (Board).
Sec 4. All applications shall be reviewed at the next meeting of the Board. A majority vote of the Board will indicate acceptance of the candidate as a new member.
Sec 5. All new members will be formally welcomed at either the October Fall Reception or the May Breakfast meeting.
Sec 6. All members in good standing shall be eligible to hold office, vote in elections and on other club matters, and participate in club meetings and special events. Members are expected to contribute to the success of the club through participation as members of committees or as Officers.
ARTICLE IV – MEMBER DUES
Sec 1. All members shall pay annual dues of $50.00, due in January of each year. Any applicant elected to membership after June 30 shall pay $25.00 dues for the second half of the year only. Active members in good standing for twenty-five years shall be given a complementary Life membership. Any member may choose to become a Life member upon payment of $250.00.
Sec 2. Any member who does not pay dues by June 30 of any year is deemed to have resigned from the club.
Sec 3. Former members who wish to rejoin the club may pay the dues amount for the current full year and submit it to a member of the Board.
ARTICLE V – OFFICER ELECTIONS AND TRANSITION
Sec 1. The usual elected officers of the club shall be a President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. Officers shall be elected to a two-year term in even numbered years. The duties of any vacant position shall be assumed by other officers until a successor candidate is identified.
Sec 2. The chair of the Officer Nominating Committee shall announce the slate of candidates for the officer positions at the at the March meeting in even numbered years.
Sec 3. The election of officers shall be held at the April meeting in even-numbered years. The members present shall cast a vote for the slate of officers if they are running unopposed for their office. Where two or more candidates are on the slate for an office, the members present will vote by ballot. Votes will be counted and the candidate with the highest number of votes will be elected to the office.
Sec 4. The officers elected shall serve for a term of two (2) years or until their successors are elected and installed. They shall be installed at the May meeting and take office on June 1. Officers may run for no more than two (2) consecutive terms in the same position, or serve for no more than five (5) years total in the same position.
Sec 5. No member shall be eligible to hold more than one (1) elected office at the same time.
Sec 6. All records and materials held by the outgoing officers will be turned over to the incoming officers in the April-June timeframe and the duties of each office reviewed with incoming officers. The next Board meeting after installation of new officers shall be a joint meeting with both outgoing and incoming officers.
ARTICLE VI – OFFICERS, BOARD OF TRUSTEES, DUTIES, AND TERMS
Sec 1. The purpose of the Board of Trustees (Board) shall be to attend to the general business of the club, to oversee the Committees, and to provide appropriate activities to maintain the viability of the club.
Sec. 2. The Board consists of the elected officers and the most recent (or earlier) Past President. When the President’s term ends, she shall hold the Board position of Past President for the next 2-year term.
Sec. 3. An officer who resigns during the current term shall submit the request in writing to the Board, and shall be replaced. The named successor shall be installed at the next business meeting.
Sec 4. The President shall preside at all meetings of the club, act as chair of the Board, execute all contracts and conveyance, and exercise a general supervision over the affairs of the club. The President shall appoint the chair of all standing committees, and be an ex-officio member of all standing committees except the Nominating Committee and the Financial Review Committee.
Sec 5. The Vice President shall perform the duties of the President in her absence. In the case of a vacancy in the office of President, the Vice President shall become President. The Vice President shall be chair of the May Breakfast during the first year in office and chair of the Fall Reception during the second year.
Sec 6. The Recording Secretary shall keep the minutes of the Annual Membership Meeting and all Board meetings. A list of all members with their addresses, contact information, and dates of membership shall be maintained.
Sec 7. The Corresponding Secretary shall conduct the general correspondence of the club, send out meeting and special event invitations, and support social media and website maintenance.
Sec 8. The Treasurer shall keep the financial records of the club, including an account of all assets, liabilities, income and expenditures, along with appropriate receipts and financial statements to corroborate all transactions and monies. Purchases over $350 or not covered by the annual budget line items will be approved by the Board in advance of purchase. Payment of all approved invoices shall be accomplished in a timely manner.
Sec. 9. The Treasurer shall be responsible for annual filing requirements to the IRS and the State of Washington to maintain non-profit status.
Sec. 10. The club shall maintain a bank/savings account and an investment account at separate institutions. A minimum of two signatories from members of the Board will be designated for each of these accounts.
Sec. 11. The President and the Treasurer will prepare a proposed budget for the next year and present it to the Board in December. All committee chairs shall be consulted regarding monetary needs of their committees prior to draft budget preparation. The draft budget will be presented to the membership at the January annual business meeting and finalized by the Board by February 15.
Sec. 12. The club shall maintain a Post Office box for incoming mail. Two members of the Board shall have keys to access the incoming mail. A Safe Deposit box shall be maintained to store valuables of the club. Other club items shall be stored in appropriate spaces and protected from harm.
Sec 13. If any member of the Board shall be absent from three regular, consecutive meetings of the Board, unless for a cause which the Board deems justifiable, that office may then be declared vacant by the Board and the Board shall solicit a successor to serve until the next election.
ARTICLE VII – COMMITTEES
Sec 1. Officer Nominating Committee. The Officer Nominating Committee shall consist of a chair and two (2) members to be designated in January of even-numbered years. The Nominating Committee shall be responsible for soliciting officer candidates for the upcoming 2-year term.
Sec 2. Financial Review Committee. The Financial Review Committee will be responsible for an annual review. By January 30,, the President shall appoint a chair and two (2) members. The committee shall conduct the review between the months of February and May of the prior year’s financial records held by the Treasurer. The Committee will review all information and produce a Financial Review report that will be signed by all members of the review committee. If found necessary, the committee may recommend to the Board that an audit be completed by a Certified Public Accountant. The Treasurer shall be present at this meeting to assist in locating and explanation of information. A copy of the Financial Review report shall be filed in the current year’s record of the Recording Secretary.
Sec 3. Scholarship Committee. The Scholarship Committee will be responsible for the annual scholarship(s) awarded in the name of The Woman’s Century Club. The chair and two (2) members shall be appointed in February. The committee shall produce an annual scholarship application package, advertise the scholarship, seek applicants, and evaluate applications. The package will be forwarded to the Board for review prior to advertisement. The Scholarship Committee will recommend a worthy applicant to the Board, which will vote on accepting the recommendation to award the scholarship. The committee will notify the applicant. The scholarship check will be presented to the awardee at the Fall Reception, along with an official letter from the President outlining the conditions for use of the scholarship funds. A membership for the remaining portion of the year and the entire next year shall also be presented.
Sec 4. History Committee. A History Committee chair will be appointed by the President. Additional members may be appointed to the committee. The committee shall collect stories, data, news, and photographs of club activities and members, and shall keep such materials curated in scrapbooks provided by the club. The committee members may also participate in social media and upkeep of the webpage. The committee may periodically recommend to the Board that it would be appropriate to send archival materials to the Allen Library Special Collections at the University of Washington.
Sec 5. House Committee. A chair and two (2) members shall be responsible for organizing the welcome table, refreshments, and table centerpieces for the monthly meetings. An annual budget will be approved for these items. Additional special events may be planned by this committee with the approval of the Board. This committee will also be responsible for The May breakfast in odd years and the Fall reception in even years.
Sec 6. Inventory Committee. The Inventory Committee, composed of at least one (1) member of the Board and one(1) other club member, shall be responsible for checking the club’s inventory of china, silverware, and supplies located at the Dearborn House, in the Safe Deposit Box, and other items kept in any other location, by December 31 of each year. The completed inventory will be signed by the committee members. Each dated and signed inventory shall be filed in the current year’s record of the Recording Secretary.
Sec 7. Bylaws Committee. Periodically a Bylaws committee to consist of a chair and two (2) members may be appointed to review and update the current bylaws of the club. A draft update shall be presented by the committee to the Board. After review and editing, the revised bylaws will be presented to the membership at least (10) days prior to taking a vote. The bylaws will pass with a 2/3 vote majority of members voting.
Sec 8. Yearbook Committee. The committee shall consist of a minimum of one (1) Board member and other members of the club as appointed. The committee will be responsible for the annual or bi-annual updating and printing of the club’s yearbook. The Yearbook will be finalized (in print or electronically) and presented to members at the Fall Reception or at another agreed upon time.
ARTICLE VIII – MEETINGS
Sec 1. Meetings of the club shall be held on the third Friday of each month except July and August. The monthly meeting program focus will generally be on arts, culture, history, literature, and other topics presented by or about women. The club shall not present programs of a partisan or sectarian nature.
Sec 2. An annual membership business meeting will be conducted in January.
Sec 3. A May Breakfast Meeting and an October Fall Reception will be held each year. These occasions may be more festive than regular meetings or have special programs. At each, a White Rose ceremony will accompany introduction of any new members joining in the last 6 months. The scholarship check will be awarded to the scholarship recipient at the Fall Reception.
Sec 4. Regular meetings of the Board will be called by the President. The time and place of any Board meeting shall be announced in the call.
ARTICLE IX – QUORUMS
Sec 1. Five (5) members present at any meeting of the club shall constitute a quorum.
Sec 2. Three (3) members present at any Board meeting shall constitute a quorum.
Sec 3. The President shall be included in the count for a quorum at any meeting of the club and the Board.
Sec 4. Votes by membership may be taken at meetings or via email. If votes are taken by email, the vote shall be ratified at the next meeting.
ARTICLE X – DISSOLUTION
Sec. 1. In the event the Board and current members of the club determine it is in the best interest of the members to dissolve the club, a vote shall be taken at a designated future meeting. The motion may be passed with a 2/3 vote of all current members of the club, voting either in person or by e-mail.
Sec. 2. In the event of the dissolution of the club, the President will appoint a Dissolution Committee which will be responsible for the distribution of assets of the club. This committee will include the President and the Treasurer and at least one other member of the club. Assets shall be applied and distributed as follows:
1) All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made therefore.
2) Items of historic value and appropriate club records shall be offered as donations to the Allen Library Special Collections at the University of Washington in Seattle.
3) Remaining tangible assets shall be sold, or donated to an appropriate entity.
4) All bank and investment accounts shall be closed. All funds and proceeds from such accounts shall be used to endow a scholarship fund at the University of Washington in the name of The Woman’s Century Club. An agreement will be reached with the University and documented in writing with signatures of the club President and Treasurer, along with appropriate parties from the University. It is intended that the interest from this endowment fund shall be used for one or more annual scholarships in the name of The Woman’s Century Club. The sole purpose of this scholarship fund will be to further the education of women students.
Sec 3. None of the funds of the club shall inure to the benefit of any member of the club.
Sec. 4. A final written accounting of all liabilities, assets and transfer of funds to the University of Washington will be prepared by the Treasurer, signed by the Board members, and a copy furnished to all members of the club. A copy of the final accounting will be filed in the records of the Recording Secretary.
Sec. 5. Appropriate notifications will be given to IRS, the State of Washington, banks and investment firms that accounts are closed and the club is no longer operational, as needed.
ARTICLE XI – PARLIAMENTARY AUTHORITY
The parliamentary authority of this Club shall be Robert’s Rules of Order, Newly Revised (latest edition).
Final Version dated 10-18-17-2
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