By-Laws | HWSL Harrisonburg

Bylaws of the Harrisonburg Women's Service League

Members of our organization are welcome to review our bylaws included below.

BYLAWS OF THE HARRISONBURG WOMEN’S SERVICE LEAGUE

The Harrisonburg Women’s Service League, (hereafter, HWSL), a nonstock corporation duly formed under the provisions of the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia (the Code), hereby adopts the following Bylaws of the HWSL which shall govern the management and operation of the HWSL’s business and regulation of its affairs, to the extent consistent with the HWSL’s Articles of Incorporation and applicable law, and in accordance with Section 13.1-823 of the Code.

ARTICLE I
DEFINITION OF TERMS
Unless otherwise stated in these Bylaws, all of the terms used in these Bylaws which are defined in Section 13.1-803 of the Code shall be deemed to have the meaning set forth in such Section of the Code.

ARTICLE II
ADOPTION
In accordance with Section 13.1-822 of the Code, these Bylaws shall become effective upon ratification, approval and formal adoption by the membership of the HWSL at its organizational meeting or any subsequent meeting.

ARTICLE III
CORPORATE POWERS
Rev. 6/2015 2
Unless the HWSL’s Articles of Incorporation provide otherwise, the HWSL shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, those powers enumerated in Section 13.1-826 of the Code.

ARTICLE IV
NONSTOCK CORPORATION
In accordance with Section 13.1-814 of the Code, the HWSL shall not issue shares of stock. No dividend shall be paid and no part of the income of the HWSL shall be distributed to its directors or officers. The HWSL may not pay compensation to its directors or officers for services rendered, including pensions. In the event of the dissolution of the HWSL, the total assets remaining after payment of costs and expenses shall be liquidated and allotted to an organization of the same purposes under § 501(c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE V
PURPOSE
The HWSL is organized and shall be operated exclusively for charitable purposes within the meaning of § 501(c)(3) of the Revenue Code of 1986, as amended.
The HWSL shall have all powers and authorities now or hereafter conferred upon nonstock, not-for-profit corporations organized under the laws of the Commonwealth of Virginia; provided, however, that (1) no part of the net earnings of the HWSL shall inure to the benefit of, or be distributable to its officers, directors, or other private persons (except that the HWSL shall be authorized and empowered to make payments and distributions in furtherance of the purposes set forth above), and (2) no substantial part of the activities of the HWSL shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as provided in § 501(h) of the Code), and the HWSL shall not participate in, Rev. 6/2015 3
or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the HWSL shall not carry on any other activities not permitted to be carried on by a corporation operated exclusively for charitable, scientific, and educational purposes within the meaning of, and exempt from federal income tax under, § 501(c)(3) of the Code, or by a corporation, contributions to which are deductible under § 170(c)(2) of the Code.
In particular, the HWSL shall endeavor to meet the needs of women and children in our community, both through financial and non-financial contributions and service. The HWSL provides financial donations to other charitable causes that focus on the welfare of women and children, as well as organizes hands-on volunteer opportunities for these purposes as they become available.

ARTICLE VI
EXECUTIVE BOARD
Section One. Number and Role. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the HWSL shall be managed under the direction of, the Executive Board (hereafter, Board). The Board shall consist of at least five (5), but not more than nine (9) persons. The officers of the Corporation shall consist of a Board Advisor (Past-President), President, President-Elect, Vice-President of Fundraising, Vice-President of Service, Vice-President of Membership, Treasurer, and Secretary, and such other officers and assistant officers and agents as may be deemed necessary by the Board. The Board Advisor shall serve as the Parliamentarian. The Board may make recommendations to the HWSL but shall be subject to the orders of the HWSL. The Board’s acts shall not conflict with these bylaws or action taken by the HWSL.
Section Two. Election and Term. The Board shall consist of the HWSL officers and Board Advisor (Past-President). Election to the Board is concurrent with election to an officer (Rev. 6/2015 4) position. Each member of the Board shall hold office for the term for which she is elected and until her successor shall be elected and qualified. A candidate for an office must be a member in good standing. Good standing shall be based on the judgment of active officers currently serving.

The President-Elect will solicit nominees during March and April. The slate of candidates for office will be reported by the President-Elect in the May newsletter. At the May meeting, the President will take any additional nominations from the floor, with prior consent given by any proposed candidate. Each office will be voted upon separately and in the following order: President-Elect, Vice-President of Fundraising, Vice-President of Service, Vice-President of Membership, Treasurer, and Secretary. Voting will be by ballot for any office where there is more than one nominee; otherwise, election is by acclamation. A majority of votes shall constitute an election. A defeated candidate may be nominated from the floor, with her consent, for any remaining office at the election. If there are no nominees for the office being voted upon, the President shall proceed to the remaining offices. After voting, the President shall return to any vacant offices for nominations and vote. If a vacancy still exists, voting on those offices will be postponed until the June meeting. The President-Elect and one Member-at-Large will tally the votes. The member-at-large will be appointed at the May meeting and shall not be seeking office. In case of a tie when there are two nominees for an office and a tie occurs, a second vote will be taken on the nominees receiving the highest number of votes.

Section Three. Resignation and Removal. An officer may resign at any time by delivering written notice to the Executive Board, the President, or the Secretary. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If resignation is made effective at a later date and the Corporation accepts the future effective date, it may fill the pending vacancy before the effective date if her successor does not take (Rev. 6/2015) 5 office until the effective date. The Executive Board may remove any officer at any time with or without cause by a majority vote if quorum is met.

Section Four. Vacancy. Whenever any vacancies shall occur in any office, the vacancy shall be filled by the Executive Board through appointment with the appointee’s consent. If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Board members, the vacancy may be filled by procedures specified by the nature of the officer’s position. If both the President and President-Elect are unable to perform their duties due to an absence, a special election will be held among the three Vice-President positions to determine who will assume the duties of President.

Section Five. Annual Meeting. The Board of Directors shall meet at least annually in August for the purpose of general organization, annual planning, and consideration of any other business that may properly be brought before the meeting. The failure to hold the annual meeting at the time stated herein shall not affect the validity of any corporate action.

Section Six. Regular or Special Meetings in Addition to the Annual Meeting. The Board shall meet once a month two weeks prior to the regular HWSL meeting, unless an alternative time is agreed upon by the Board Members..

Section Seven. Place of Meetings. Meetings of the Board of Directors, annual, regular, or special, may be held either within or without the Commonwealth of Virginia.

Section Eight. Quorum and Voting. Action may be taken on a matter by the Board only at a meeting at which a quorum shall be present. A quorum of the Board shall consist of two-thirds of the number of Board members. If a quorum is present when a vote is taken, the affirmative vote of a majority of Board members present is the act of the Board.

Section Nine. Conduct of Meetings. The President shall preside over all meetings of the Board, as chairperson thereof. If she is not present, President-Elect or, if there be no one present, another officer besides the Board Advisor shall preside. If none of such officers are (Rev. 6/2015 6) present, an acting chairperson shall be elected by the meeting. The Secretary of the HWSL shall act as secretary of all meetings if she is present. If she is not present, the officer presiding over the meeting shall appoint a secretary of the meeting. The Board may permit any or all Board members to participate in a regular or special meeting by, or conduct a meeting through the use of, any means of communication by which all Board members participating may simultaneously hear or otherwise interact with each other during the meeting.

Section Ten. Action without a Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by a written consent stating the action taken and documenting the method by which each Board member indicated her consent, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken via electronic communication is acceptable. Action taken under this Section is effective when all Board members have consented unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein. Consent under this Section shall have the same effect of a meeting vote and may be described as such in any document.

ARTICLE VII
COMMITTEES
Section One. Creation of Committees. The Board may create one or more committees and appoint members of the organization to serve on them. Each committee may have one or more members, who shall serve at the pleasure of the Board. The provisions of this Article which govern meetings, action without meetings, and quorum and voting requirements of the Board, shall apply to committees and their members as well. Each (Rev. 6/2015 7) committee may exercise the authority of the Executive Board, subject to Section 13.1-869(D) of the Code.

Section Two. Standing Committees. There are two standing committees of the HWSL. (1) Budget Committee. The Budget Committee shall draft a budget and present it to the Board at the annual meeting in August and to the HWSL at the regular meeting in September for adoption. The Budget Committee shall include the President, Board Advisor, President-Elect, Treasurer, Immediate Past Treasurer, Vice-President of Fundraising, Immediate Past Vice-President of Fundraising, and a Member-At-Large. (2) Audit Committee. The Audit Committee shall consist of two members appointed by the Board. The Audit Committee shall audit the Treasurer’s account at the close of the fiscal year and submit a report to the Board for review at the annual meeting in August and reported to HWSL at the September meeting.

ARTICLE VIII
OFFICERS
Section One. Duties of the Board Advisor (Past-President).
1. To serve as ex-officio member of all committees.
2. To attend Executive Board meetings.
3. To serve as Parliamentarian.
4. To serve on the budget committee.
5. To complete other duties as directed by the Board.
6. To oversee grant application process to distribute funds raised, as applicable.

Section Two. Duties of the President.
1. To serve as Chief Executive Officer of the Corporation and as ex-officio member of all committees.(Rev. 6/2015 8)
2. To attend, schedule and lead Executive Board meetings and General Membership meetings.
3. To work with the Vice-Presidents to appoint chairpersons for projects within the Membership, Service, and Fundraising committees and to assign members to projects within those committees.
4. In the event it is necessary, to declare any committee inactive to the term of her administration or any portion thereof with the approval of the Executive Board. If any committee is declared inactive for any administration, the President shall hold the file of said committee for safekeeping.
5. To appoint for the term of her administration, with the approval of the Executive Board, ad hoc committees to work on specified projects.
6. To appoint the auditing committee and a member-at-large to serve on the budget committee.
7. When deemed necessary, the President may arrange a vote by email on a matter originating from the Executive Board that needs a timely response prior to the monthly meeting. A quorum (two-thirds) of Board members must respond for the motion to pass.
8. The retiring President shall arrange for a suitable installation ceremony to be conducted for the incoming officers.

Section Three. Duties of the President-Elect.
1. To assume the duties of the President in her absence.
2. To attend Executive Board meetings.
3. To purchase a gift for the retiring President presented on behalf of the entire Corporation at the close of each administration. The cost of the gift is budgeted by the Corporation.
(Rev. 6/2015 9)
4. To serve as a member of the budget committee.
5. To be responsible for obtaining project summary sheets from committee or project chairpersons.
6. To solicit nominees for officer elections during March and April. The slate of candidates for office will be reported by the President-Elect in the May newsletter.
7. To help tally votes for officer elections in May.
8. To automatically assume the position of President the following Corporation year.

Section Four. Duties of the Vice-President of Fundraising.
1. To be considered as a candidate for assuming the responsibilities of the President in the event that both the President and President-Elect are absent.
2. To attend Executive Board meetings.
3. To serve on the budget committee both during her term as Vice-President of Fundraising and the subsequent Corporation year.
4. To appoint chairpersons for fundraising projects as deemed necessary by the Executive Board.
5. To work with the Treasurer to plan fundraising events that will meet the fiscal needs of the Corporation.

Section Five. Duties of the Vice-President of Service.
1. To be considered as a candidate for assuming the responsibilities of the President in the event that both the President and President-Elect are absent.
2. To attend Executive Board meetings.
3. To appoint chairpersons for Service projects as deemed necessary by the Executive Board. (Rev. 6/2015 10)
4. To work with the Treasurer to ensure that funds in the Service Account are used for projects aligning with the Corporation mission within the community.
5. To oversee any service contributions and/or service projects.

Section Six. Duties of the Vice-President of Membership.
1. To be considered as a candidate for assuming the responsibilities of the President in the event that both the President and President-Elect are absent.
2. To attend Executive Board meetings.
3. To maintain and update the Corporation membership files, roster and directories.
4. To notify the Executive Board of members whose membership is pending termination due to membership policy violations or resignation.
5. To accept nominations, resignations and leaves of absence.
6. To send out termination notices.
7. To accept applications for membership from prospective candidates and present these to the Executive Board for a vote.
8. To appoint chairpersons for membership projects in the areas of Social Activities, Recruitment, Meeting Logistics, Public Relations and Marketing, and others as deemed necessary by the Executive Board.
a. Social Activities. Duties include, but are not limited to, planning and implementing regular social activities for Corporation members.
b. Recruitment. Duties include, but are not limited to, (i) conducting orientations including compilation of orientation booklets; (ii) planning and implementing regular recruitment activities; (iii) welcoming guests at Corporation meetings.
(Rev. 6/2015 11)
c. Meeting Logistics. Meeting logistics duties include, but are not limited to, making arrangements for monthly meetings and determining check-in procedures.
d. Public Relations and Marketing. Duties include, but are not limited to, (i) maintain a digital scrapbook of Corporation activities using appropriate digital tools; (ii) striving to cultivate an active relationship with the local media; (iii) maintaining Corporation website.

Section Seven. Duties of the Treasurer
1. To receive all monies of the Corporation, collect all dues, keep an accurate record thereof, and make such disbursements as voted by the Corporation. Deposits shall be made in the appropriate accounts.
2. To attend Executive Board meetings.
3. To serve on the budget committee during both her term as treasurer and the subsequent Corporation year.
4. To report the financial condition of the Corporation in the monthly newsletter.
5. To close the books by June 30th and submit for audit within two weeks to the auditing committee.
6. To issue notices of outstanding balances of Corporation members.
7. To assist in officer transition during the change of an administration, including but not limited to ensuring that all appropriate parties are included on the bank signature card.
8. To file all applicable federal and state tax returns and corporate documents.
9. To maintain adequate insurance coverage.

Section Eight. Duties of the Secretary (Rev. 6/2015 12)
1. To keep an accurate record of the proceedings of all meetings of the Corporation and Executive Board. To submit a copy of minutes to the President as soon as possible after each meeting. Distribute minutes to entire membership as soon as possible after the President’s review has been completed. The Executive Board will vote to approve minutes.
2. To attend Executive Board meetings.
3. To keep a record of attendance at each Corporation and Executive Board meeting.
4. To notify the President if quorum is present at Corporation and Executive Board meetings prior to each vote.
5. To prepare ballots for elections and after each election, to keep the ballots sealed for 30 days before destroying them.
6. To edit, compile, and distribute the monthly newsletter approximately 10 days prior to the monthly general meeting.
7. To conduct the general correspondence of the Corporation.
Section Nine. Vacancy in office. In the event of a vacancy of the office of President, the President-Elect shall accede to that office. All other vacancies shall be filled by nominations from the floor at a general monthly meeting.

ARTICLE IX
MEMBERSHIP
Section One. Eligibility. Membership shall be open to young women, 18 and older, whose interests are consistent with HWSL.

Section Two. Admission to Membership.
1. A prospective member shall attend two HWSL functions, including a general meeting and either a service or social event, at which time she may apply for membership.
2. A prospective member shall be sponsored by at least one current member who has completed orientation.
3. A new member must attend one orientation within six months of acceptance into HWSL.
4. Applications will be accepted at all times, but depending on the circumstance may not be voted upon during the summer months. The Board will respond to applications in a timely manner.
5. The application shall be submitted to the Vice President of Membership and to the Executive Board for action. The applicant must be in good standing with HWSL and has met attendance requirements. Board should consider the applicant’s understanding of the HWSL mission and their dedication to upholding that mission.
6. A person elected by the Board shall be declared a member upon payment of annual dues. Two negative votes deny membership.
7. Each applicant shall be notified by the Vice President of Membership of the result of the action taken by the Board on her application.

Section Three. Duties of Membership.
1. Attendance: Members are expected to attend general monthly and committee meetings.
a. Meetings:. A member missing all events within a two month span without contact during the year (September to June) shall be contacted by the Vice President of Membership about their standing with HWSL and, barring extenuating circumstances, considered inactive
b. Committee meetings: Every member will serve on at least one committee and is expected to attend committee meetings regularly. Members must notify the appropriate committee chairperson if they are unable to attend.
c. Leaves of Absence: Any member may make written application to the Vice President of Membership for a leave of absence for a period not to exceed one year. The Executive Board has discretion to approve an extended leave under reasonable circumstances. All leaves end with the fiscal year. The Executive Board shall have jurisdiction over requests for leaves of absence.
d. Fundraising: Each member is responsible for Fundraising projects. The Fundraising committee shall designate each project as mandatory or non-mandatory. Each member’s responsibility shall be designated for each proposed mandatory project by the Fundraising committee.

2. Dues: The annual dues shall be set by the Budget Committee within the annual budget and are payable in full at the September meeting for current members. The Treasurer has a right to access a late fee on delinquent dues. Members joining September-December shall pay full dues. Members joining January-May shall pay half of the annual dues. Dues shall be delinquent if not received by the 1st Wednesday of November, or the 15th of the month when joining and the member shall be issued a past due notice by the Treasurer.

Section Four. Resignation. Any member desiring to resign in good standing shall submit a written resignation to the Vice President of Membership accompanied by all monies due.
Section Five. Reinstatement. A former member who has resigned in good standing may be reinstated by making application to the Executive Board. The application shall be accompanied by dues for the current year.

Section Six. Termination. Termination results from failure to meet HWSL objectives, poor attendance, and/or failure to meet financial obligations. The Vice President of Membership shall notify members in writing that her membership is pending termination effective the following Board meeting. In extenuating circumstances, the member has until that Board meeting to appeal termination in writing.

ARTICLE X
MEETINGS
Section One. General Meetings. Unless otherwise ordered by the Executive Board, the regular membership meeting shall be on the first Wednesday of each month with the exception of July and August, which shall be inactive months.
Section Two. Annual Meeting. The meeting in June shall be known as the Annual Meeting, and shall be for the purposes of installing officers, receiving annual reports, and other business.
Section Three. Special Meetings. The President or any five members of the Board may call special meetings. Except in the case of an emergency, five days of notice shall be given and state the purpose of the special meeting.
Section Four. Quorum. One-half of the membership plus one (a simple majority) constitutes a quorum. Those on leave of absence or not in attendance at a general meeting will not count in the number needed for quorum.
Section Five. Action without a Meeting. Action may be taken without a meeting if the action is taken by a simple majority of all members. The action shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken via electronic communication is acceptable.

ARTICLE XI
FUNDS AND FINANCE
Section One. Fiscal Year. The Fiscal Year shall be July 1 through June 30.
Section Two. Funds.
1. Charity Account. Funds raised from projects conducted within the community. These funds are given to benefit local nonprofits and individuals whose needs align with the HWSL mission. Donations expended are based on budgeted amounts and are approved by a general membership vote for each donation. Grants are distributed from this account after membership approval. Expenses incurred in association with HWSL fundraisers are also drawn from this account.
2. Working Account. Funds are raised from dues and transferred from the charity account to cover operating expenses per the approved fiscal year budget. These funds are used for the operation of HWSL.
3. Emergency Fund. An Emergency Fund is set aside to be used by a member in emergency need. A request for funds should be presented by that member or another member with said member’s consent to the Executive Board. Approval will be made at the discretion of the Executive Board. Recipient should remain anonymous to the general membership, unless the member desires otherwise.

Section Three. Budget and Audits The budget shall be presented to the Executive Board in August and at the general meeting in September for adoption. The budget shall be audited annually by the audit committee. The budget committee is responsible for determining guidelines of each Fund’s specific use.
Section Four. Disbursements.
1. Expenses of $25.00 or more not included in the working account budget shall be voted on by the membership prior to disbursement.
2. All reimbursements paid to members must have a written receipt that accompanies the reimbursement request.
ARTICLE XII
PARLIAMENTARY AUTHORITY
For procedure not covered in the bylaws or rules of this organization, Roberts Rules of Order, newly revised shall be the authority.

ARTICLE XIII
DISSOLUTION
In the event of the dissolution of HWSL, the total assets remaining after payment of costs and expenses of such dissolution shall be liquidated and allotted to an organization of the same purposes under section 501(c)3 of the Internal Revenue Code