Article I
Name
Section 1.
The name of this
Organization is:
Northwest Houston
Business and
Professional Women, Inc.
(Charter Number 705736)
Article II
Purposes
Section 1.
A. The specific and
primary purpose is to
own, operate and
maintain a business
organization for the
advancement of the
business and
professional women of
the area in which the
organization is located,
and to promote business
awareness and education
among the organization’s
members and the
community.
B. The corporation shall
be operated exclusively
for such purposes, and
no part of its net
earnings shall be
ascribed to the benefit
of any private
shareholder or
individual. No part of
its activities shall be
carrying propaganda, or
otherwise attempting to
influence legislation,
and it shall not
participate in, or
intervene in (including
the publishing of or
distributing of
statements) any
political campaign on
behalf of or in
opposition to any
candidate for public
office.
C. This corporation is
organized pursuant to
the Texas Non-Profit
Corporation Act and does
not contemplate
pecuniary gain for
profit to the members
thereof and is organized
for non-profit purposes.
Article III
Membership
Section 1.
Only persons who are
residents of and
actively engaged in a
business or a profession
in the State of Texas
shall be eligible for
Active Membership
subject to the
provisions of Article
III Section 4A.
Section 2.
There shall be two (2)
classes of membership in
this organization,
namely Active and
Associate. An Associate
Member shall not hold an
elected office. An
Active Member becomes an
Associate member when
she retires from the
business she has been
actively engaged in or
becomes temporarily
unemployed. No new
applicants will be
considered for Associate
membership.
Section 3.
Every person having
served as President of
this Organization shall
receive the title of
Past President. The
immediate Past President
shall serve on the board
the year following her
term as president in an
advisory capacity with
no voting privileges.
She will chair the
Nominating Committee
that year.
Multiple
Classification
Section 4.
A. Membership in this
Organization shall be
based upon multiple
classification of
businesses or
professions without
limitation as to the
number of individuals,
representatives,
managers or members of
firms, partnerships or
corporations, engaged in
the same profession or
line of business,
subject to action by the
Board of Directors.
B. Membership in the
Organization is wholly
the right of the
individual member
holding it and is not to
be construed, in any
instance, as being owned
or controlled by the
firm, partnership, or
corporation with which
such member is
connected.
Article IV
Officers
Section 1.
The officers of this
Organization shall be
President, Vice
President, Treasurer,
Secretary and President
Elect who shall perform
the duties usually
appertaining to their
respective offices.
Section 2.
The President shall
preside at all meetings
of this Organization and
at all meetings of the
Board of Directors. (The
President by virtue of
her office is the
Chairman of the Board of
Directors and no other
officer or member should
be elected to such
position.)
Section 3.
In the event of the
absence or inability to
serve or the neglect of
the President to perform
her duties, the Vice
President shall assume
her prerogatives and
power for all purposes.
Article V
Management
Section 1.
The affairs of this
Organization shall be
managed by a Board of
Directors consisting of
the officers and not to
exceed six (6) other
members to be elected
from and by the Active
membership of this
Organization, said
officers and members to
take office when they
are duly installed.
Section 2.
The Board of Directors
shall pass upon and
approve the budget in
March of each year for
the following year. The
Treasurer will then pay
bills that come due as
long as they are
included in the budget.
Anything not included in
the budget or in excess
of a budgeted item must
be approved by the Board
of Directors before it
can be paid.
Section 3.
No financial obligation
or indebtedness shall be
incurred for any one
calendar year by this
Organization, or its
officers, Board of
Directors, or standing
or special committees,
which amount is in
excess of the
collections for that
year, except with the
concurrence of a
two-thirds(2/3’s) vote
of the members present
and voting at any
regular meeting of this
Organization.
Article VI
Amendments
Section 1.
This Constitution may be
amended by a majority
vote of the members
present and voting at
any regular meeting,
provided the substance
of such proposed
amendment or amendments
shall have been
presented at a meeting
prior to voting.
Proposed amendments
shall also be
distributed by email
blast sent from the
Communication
Chairperson to all
members prior to voting.
Revised 10/2007
Article I
Meetings
Section 1.
Regular business
luncheon meetings of the
Northwest Houston
Business and
Professional Women, Inc.
(NWHBPW) shall be held
the third Thursday of
each month. Special
meetings may be held at
the call of the
President or the Board
of Directors.
Section 2.
Regular meetings of the
Board of Directors shall
be held once a month, or
as deemed necessary by
the President and Board
of Directors. Special
meetings of said Board
may be called by the
President at any time,
on twenty-four (24)
hours notice; or the
President or the
Secretary shall call a
special meeting of the
Board of Directors upon
the written request of a
majority of said Board.
Special meetings of the
Board of Directors may
be held without notice,
when all members of the
Board are present or
those absent have signed
waiver of notice.
Section 3.
Six (6) members of the
Board of Directors shall
constitute a quorum, but
a lesser number may
convene from time to
time.
Article II
Annual Election and
Terms of Office
Section 1.
Officers shall be
elected from the Active
Membership at the annual
meeting of this
Organization in March of
each year, and shall
serve for a term of one
(1) year, with the
exception of the
President Elect who
shall serve a term of
two (2) consecutive
years; year one (1) as
President Elect and year
two (2) as President.
The Board of Directors
shall consist of six (6)
additional active
members. Three (3) of
which shall be elected
each year from the
active membership for a
term of two (2) years.
The ballot shall consist
of a slate of officers
and board members
submitted to the
membership for approval
by a nominating
committee following
prescribed guidelines.
(See attached)
Section 2.
A vacancy in any office,
or in the Board of
Directors, shall be
filled by members
appointed by the Board
of Directors for the
unexpired term, with the
exception of the
President. (exclusion
relates to the
Constitution, Article
IV, Section 3.
Section 3.
Annual reports from the
outgoing President and
Treasurer shall be
published in the
newsletter no later than
June for the
administrative period
just closed.
Article III
Duties of Officers
Section 1.
The President of the
organization will follow
description of duties as
set forth in the
Constitution, Article
IV, Section 2.
Section 2.
The Vice President of
the organization will
follow the description
of duties as set forth
in the Constitution,
Article IV, Section 3.
The Vice President will
be responsible to
oversee the Program
Chairperson. The Vice
President shall be
responsible for the
board’s adherence to the
Constitution and Bylaws.
Section 3.
It is the duty of the
Secretary to record and
report the minutes at
Board meetings, to keep
a history of the club,
to oversee the Historian
or Scrapbook
Chairperson, to pick up
mail from the post
office box on a regular
basis, to receive all
new membership
applications and present
to the board at the
monthly meeting for
approval and to forward
all other mail to the
appropriate chairperson
in a timely manner, to
handle necessary
correspondence and order
flowers as directed. An
accurate book of minutes
is to be kept on file
from year to year.
Section 4.
It shall be the duty of
the Treasurer to collect
all fees, dues and other
monies constituting the
revenue of this
organization, keeping an
accurate record thereof.
The Treasurer shall
deposit within 10
calendar days all monies
coming into her
possession documented by
receipt from the
depository. She shall
pay all invoices in a
timely manner. The
Treasurer shall make a
written report monthly
of all expenditures and
receipts, submit an
annual budget for board
comments in February and
board vote in March of
each year. The treasurer
shall also oversee the
Registration and
Reservation
Chairpersons.
Section 5.
The duties of the
President Elect are as
follows: To oversee the
Membership Chairperson,
the Database Manager,
the Directory
Chairperson and the
Social Chairperson. Once
a new member is approved
at the monthly board
meeting, the President
Elect is responsible for
getting the application
to the Membership
Chairperson and the
Database Manager and
sending out a letter of
welcome to the new
member. A membership
report shall be rendered
monthly.
Article IV
Dues and Fees
Section 1.
The official membership
year or operating period
shall begin April 1 and
end March 31 of the
following year.
Section 2.
Dues shall be assessed
by the Board of
Directors, payable on or
before April 1 of each
new fiscal year. Any
member joining in the
last three months of the
current fiscal year
would be assessed only
50% of that year’s dues.
Non renewing members as
of 4/30 will be assessed
a guest fee for
subsequent lunches and
will return to a guest
status (non-member)
until dues are paid in
full and the completed
applications is
received.
Section 3.
The Treasurer will see
that all club funds
shall be deposited and
held in the name of the
Organization in the
depository designated by
the Board of Directors.
Excess funds at fiscal
year end may be carried
forward to the new year
or donated to a
charitable organization
as defined in Article X.
Section 4.
Disbursements shall be
made by check with dual
signatures required. If
an officer of the
Organization is being
reimbursed, she cannot
be one of those dual
signatures signing that
check.
Section 5.
The Board of Directors
for cause duly shown,
after notice of charges,
and a full and complete
hearing is given to the
member, by a unanimous
vote of the members of
the Board present and
voting may expel a
member from this
Organization or remove
an officer or board
member from her
position.
Section 6.
Any motion, resolution,
or proposed action
involving the expending
of the organization’s
funds, brought before
any regular or special
meeting, shall be
referred, without motion
or vote so to do, by the
President or member
presiding, to the Board
of Directors for its
consideration,
recommendation, and
report to the
Organization, before
vote on the question may
be taken by the board.
Article V
Rules of Membership
Section 1.
Application for Active
or Associate membership
shall be submitted with
the prescribed fee to
the membership
committee.
Section 2.
Substitute attendance
will not be permitted.
No member is privileged
to name or appoint any
other person to
substitute for herself
in case of her absence
from meetings.
Section 3.
No person shall attend
more than two (2)
meetings as a guest
without submitting an
application for
membership.
Section 4.
Membership dues are
non-refundable.
Section 5.
An Associate member will
pay dues but cannot hold
an elected or appointed
office. An Associate
member can vote, chair a
committee and/or be
involved with a
committee. An Associate
member will not be
required to meet the
qualifications of Active
membership.
Article VI
Committees
Section 1.
It shall be the duty of
the President,
immediately after
election to office, to
name Chairs for the
Standing Committees
which shall include the
following – Membership,
Programs, Directory,
Reservations,
Registration, Database,
Website, Communications,
Historian or Scrapbook,
Orientation, Mentoring,
Newsletter, Trade
Tables, Publicity,
Nominating. The
guidelines for these
committees are attached
to and are a part of
these bylaws. Other
Special Committee Chairs
may be appointed as
deemed necessary by the
President, the Board of
Directors or this
Organization to carry
out the purposes and
objectives of the
Organization. Some such
committees could include
Greeters, Name Tags,
Social, Federation
Delegates, Liaison to
Charities, Special
Interest Groups, etc.
Article VII
Directory
Section 1.
The Board of Directors
must publish annually
and make available to
each member of the
Organization, a
directory which shall
contain the name of each
member in good standing,
her classification, her
business address,
residence address and
telephone numbers. This
directory may be
compiled alphabetically
as to names and may
contain a cross index of
classifications,
alphabetically arranged.
A modified directory
(one without home
address, home phone
numbers and other
personal information)
will also be available
on the Website and will
be kept current on a
monthly basis.
Article VIII
Amendments
Section 1.
These bylaws may be
amended by a majority
vote of the members
present and voting at
any regular meeting,
provided the substance
of such proposed
amendment or amendments
shall have been
presented at a meeting
prior to voting.
Proposed amendments
shall also be
distributed by email
blast sent from the
Communication
Chairperson to all
members prior to voting.
Article IX
Procedure
Section 1.
Robert’s Rules of Order
Revised shall govern the
procedure of this
Organization.
Article X
Dissolution of
Corporation
Section 1.
Should the above said
organization dissolve,
all assets of the
organization will be
disbursed, prior to
dissolution, to one or
more qualified
charitable organizations
within the meaning of
Section 501 (c)(3) of
the Internal Revenue
Code.
Revised 10/2007 |
