Bylaws

ARTICLE 1- Names, Offices

The name of the organization shall be Broward Women’s Alliance (BWA). Its operations shall take place within Broward County as the Executive Committee may from time to time determine.

ARTICLE II- Mission

The mission of Broward Women’s Alliance is to promote opportunities and acceptance of women in positions of leadership; to acknowledge the accomplishments of women and to provide support and encouragement for professional development and community enhancement including, but not limited to, granting educational scholarships.

ARTICLE III- Membership

1.       Broward Women’s Alliance seeks as members, business, professional and community leaders who are in a position to contribute to the mission of BWA.

2.       Guidelines for Membership.  In order to be accepted for membership in Broward Women’s Alliance, one must:

1.       Serve in a senior executive capacity, officer or owner in one’s business or organization.

2.       Contribute to the community in a meaningful way, either through a profession, volunteer service or public service (elected or appointed).

3.       Enjoy an excellent reputation in the community for integrity, leadership and competence.

4.       Be aware of the  challenges and opportunities facing women today, both in the home and in the business community.

5.       Be willing to use one’s experience, expertise and influence to improve the status of all women.

3.       Be committed to supporting the goals and purposes of Broward Women’s Alliance.Membership Procedure. After careful consideration of the guidelines above, a member shall nominate a person for membership in Broward Women’s Alliance in the manner outlined by the Membership Committee.   The Membership Committee will review the nomination and make a recommendation to the Executive Committee.  At the next scheduled Executive Committee meeting, the Executive Committee will act upon each of the nominations.  If there is acceptance by the Executive Committee of the nominee, the nominee shall be informed of the membership process, as outlined by the Membership Committee and approved by the Executive Committee.

4.       Dues

1.       Dues shall be set by the Executive Committee from time to time.  Dues for members shall be due by October 1.  New members joining after February 1 will be billed for a half year’s dues plus 25.00.

2.       Membership shall continue in good standing from year to year providing dues are paid in accordance with these Bylaws.

3.       Non-payment of dues within 60 days shall be cause for removal from the membership list by the Executive Committee.

5.       Guest Policy. Any member may invite a guest who meets Broward Women’s Alliance membership criteria.  The member is also responsible for the guest luncheon fee and for making a reservation for the guest.  The guest luncheon fee shall be set by the Executive Committee and reviewed on an annual basis.

ARTICLE IV- Meetings

1.       Annual Meeting.  The June membership meeting shall be the annual meeting of BWA each year for the purpose of electing officers and transacting such other business as should come before the meeting.

2.       Monthly Meetings. BWA shall meet monthly September through June of each year.  Notice of the meeting shall be sent to each member in a timely fashion and no less than ten (10) days before the meeting.

3.       Special Meetings. Special Meetings may be held at the discretion of the Executive Committee.

4.       Place of Meeting. The place of meetings shall be set by the Executive Committee.

5.       Quorum.  A quorum shall be a majority of those present.

ARTICLE V- Executive Committee

1.       General Powers. The business and affairs of BWA shall be managed by its Executive Committee, which may exercise all the powers of BWA and do all such lawful acts and things as are not by law or these Bylaws directed or required to be exercised or done only by the membership. Written policies governing details of financial responsibilities, membership procedures and other such matters may be established by the Executive Committee from time to time. The Executive Committee may create such other Executive Committee positions as it deems appropriate.

2.       Number and Tenure. The members of the Executive Committee shall include the elected Officers, Past President and others who may from time to time be elected. They shall serve for a period of one year.

3.       Manner and Election. The nominating Committee shall present a single slate of nominees for all offices to the Executive Committee at its April or May meeting. The slate shall be send electronically to the membership not less than ten (10) days prior to the election at the annual meeting.  Nominations may be made from the floor with written consent of the person being nominated.

4.       Regular Meetings. The Executive Committee shall have no less than eight (8) regularly scheduled meetings throughout the year and notice of such meetings shall be sent to all members of the Executive Committee in a timely fashion, and no less than ten (10) days before the meeting.

5.       Special Meetings. Special meetings of the Executive Committee may be called by the President or any five members of the Committee.  Notice stating the place, day and hour of any meeting shall be sent electronically to all members of the Committee to reach them not less than three (3) days before the meeting.

6.       Quorum. A majority of the total number of the Executive Committee as determined from time to time shall constitute a quorum.

7.       Vacancies. Any vacancy occurring on the Executive Committee shall be filled by the Committee at the next regular meeting or at a special meeting called for that purpose.

8.       Informal Action by the Executive Committee.  Any action required or permitted to be taken by any provision of law or these Bylaws at any meeting of the Executive Committee, or of any committee thereof, may be taken without a meeting, by telephone, facsimile, teleconference, electronic mail or other means, if the results of the action are filed with the official records of BWA.

9.       No liability. The members of the Executive Committee shall not be personally liable for debts, liabilities or other obligations of Broward Women’s Alliance.

10.   All Executive Committee members must have dues and fees paid in full and are a member in good standing.

11.   A supermajority or 75% approval of the Executive Committee shall be required for the following actions:  the hiring and firing of any paid staff; updates and/or changes to the By-Laws; and any change to name or mission of the organization.

ARTICLE VI- Officers

1.       Number. The officers shall consist of a President, President-Elect, Vice President- Membership, Vice President- Programs, Vice-President- Communication, Secretary, Treasurer and other officers and assistant officers such as the Executive Committee may by resolution create, each of whom shall be elected by the membership at the Annual Meeting in a manner as set forth in these Bylaws.

2.       Removal. Any officer elected or appointed by the Executive Committee may be removed by a supermajority (75%) of the Executive Committee whenever in its judgment the best interests of BWA will be served thereby. An officer shall be given reasonable notice and an opportunity to be heard before being removed from office.

3.       Duties of officers.

1.       President. Shall be the principal officer of BWA and shall speak for BWA; chair Executive Committee meetings and general membership meetings; prepare Executive Committee and general membership meeting agendas; produce an annual meeting schedule for Executive Committee and general membership meetings; serve on the Bylaws Committee and manage Executive Committee meeting logistics. In the absence of the President, the President-Elect shall perform the duties of the President.

2.       President-Elect. Shall chair the Bylaws Committee; chair general membership and Executive Committee meetings in the absence of the President; serve on the Nominating Committee; perform such other special duties as may from time to time be requested by the President; and prepare for leadership of BWA.

3.       Vice-President- Membership. Shall keep the official membership list; chair the Membership Committee and accept and process nominations for membership; give a monthly report to the Executive Committee and serve on the Bylaws Committee.

4.       Vice-President- Programs. Shall plan monthly programs far enough in advance to be included in monthly meeting announcements, manage the program, introduce the speaker and express appreciation as appropriate.

5.       Vice-President- Communication. Shall send notices of the general membership meetings and announcements, including the monthly membership newsletter.

6.       Secretary. Shall prepare and distribute Executive Committee meeting notices and minutes; oversee general membership meeting check-in and logistics including attendance records and reservations.

7.       Treasurer. Shall be the chief financial officer responsible for keeping accurate records of financial transactions in accordance with financial and accounting policies and procedures approved by the Executive Committee; receive, record and deposit membership dues promptly; prepare and report on financial records monthly at the Executive Committee meetings and notify Vice-President- Membership as dues are received.  The Treasurer shall manage the investment account as approved by the Executive Committee and submit an annual budget to be approved by the Executive Committee at the October meeting.

8.       Past President. Shall chair the Bylaws Committee and serve on the Nominating Committee.

ARTICLE VII- Other Committees and Liaisons

1.       Nominating Committee. The President shall appoint a Nominating Committee chair with the approval of the Executive Committee at least 90 days before the annual meeting. The committee shall consist of five (5) members as follows: President-Elect, Past President, Nominating Committee Chair, and two members at-large. Each of the at-large members must have been a member for at least two (2) years

2.       Membership Committee. The Vice-President- Membership shall select the Membership Committee with the approval of the Executive Committee at the September meeting.  It shall be composed of 3-5 members proposed by the Membership Committee chair.

3.       Past Presidents’ Council. Shall consist of all former presidents of Broward Women’s Alliance who are members in good standing of the organization. This council shall serve as an advisory body; complete assignments from time to time as requested by the Executive Committee; and meet as invited by the President.

4.       The President may designate one or more other committees, each to consist of two (2) or more members of the Executive Committee and one (1) or more members of BWA. They shall have such functions and may exercise such powers as the Executive Committee delegates.

 

Article VIII- Fiscal Management

1.       The fiscal year shall extend from September 1 to August 31.

2.       The books of account of this corporation shall be reviewed at least annually by the Executive Committee and/or outside entity per the discretion of the Executive Committee and in compliance with any legal requirements. 

3.       Policies regarding all financial matters, including but not limited to investment and gift acceptance strategies, policies and/or procedures, may be adopted or amended by a majority of the Executive Committee.

Article IX- Dissolution

1.       In the event of dissolution of this corporation, all of the assets of this corporation shall be distributed by the Executive Committee to similar non-profit organization(s) or public charity(ies) exempt from payment of federal income tax under the provisions of Section 501 (c)(3) of the 1954 United States Internal Revenue Code.

Bylaws amended and approved 06/2015