SAMPLE Bylaws of the Wellesley Club of Wellesley
September 20, 2018
Article I: Name and Purpose. The name of the organization will be Wellesley Club of Wellesley (WCW). The purpose of WCW shall be to strengthen the connections between alumnae with each other and the College. The WCW supplements the connections of the Wellesley College Alumnae Association (WCAA) classes, clubs, and other shared identity groups.
Article II: Membership.
Section 1. Membership. The Club shall have the following classes of members. The designation of each class and the qualifications of the members of each class shall be as follows:
a. Dues-paying members. Any alumna of Wellesley College as defined by the WCAA bylaws may become a dues-paying member of the club by payment of the annual dues. Alumnae in their first 12 months post-graduation are granted the privileges of dues-paying members without having to pay dues.
b. Non-dues-paying members. Any alumna of Wellesley College as defined by the WCAA bylaws who has not paid annual dues is considered a non-dues-paying member of the club.
C. Other members. Other categories of associate members may be created, as the board of directors shall direct.
Article III: Officers, Executive Board and Board of Directors.
Section 1: Administration. The affairs of the Club shall be managed by or under the direction of its board of directors.
Section 2: Composition. The WCW executive board shall consist of a president, vice-president, secretary, and treasurer. The board of directors shall consist of officers of the club and the chairs of standing committees and special committees.
Section 3: Qualifications and Tenure. Any alumna who is a dues paying member of WCW may serve on the board of directors. Executive board members shall serve for a two-year term, and no executive board member may serve more than two consecutive full terms in the same position. The term of office shall begin at the close of the annual meeting. Any vacancy in an elective office occurring between elections may be filled for the remainder of the term by the president with the approval of the board of directors.
Section 4: Duties of Officers.
The president will provide the executive leadership for the club. The president shall call and preside over meetings of the board of directors and membership and shall keep informed of College and WCAA activities and policies and ensure the information is disseminated appropriately to WCW. The president acts as a liaison between WCW and the WCAA and submits an annual report of the organization’s activities to the WCAA office as required. In consultation with the executive board, the president shall appoint the chairs of all committees. The president shall have the authority to establish ad hoc committees and to appoint their chairs, and shall serve ex officio on all committees, except the nominating committee.
The vice-president serves as a thought partner and resource to the president and assumes the duties of president if the president is absent.
The secretary shall issue notices for all meetings, preserve all minutes, including attendance, notices and copies of communications, publications and documents of importance to WCW.
The treasurer oversees all WCW financial matters, including dues, gifts, bank accounts, and reimbursements. The treasurer shall prepare and submit the WCAA annual financial report to the president and the WCAA office by the end of July and shall file appropriate tax forms, as required by the IRS.
Section 5: Obligations of Officers. Officers are obligated, by virtue of their office, to support the mission of WCW; to act in the best interests of the WCW, the WCAA, its members, and the College. Attendance at board meetings, whether in person or virtually is an expectation of these roles. All officers are required to keep their contact information current with the College and must provide a phone number and email address and be contactable.
Section 6: Resignation and Removal. Any WCW executive board member may resign with a written resignation delivered to the president and secretary of the organization via hard copy or email. Such resignation is effective upon receipt unless it is specified to be effective at a later time. The president and executive board shall have the authority to fill any vacancies for the remainder of the term.
In the absence of elected officers, the Wellesley College Alumnae Association may appoint a leader or committee to serve during reorganization or until an election can be held.
Article IV: Committees.
Section 1. Standing Committees. The nominating committee shall be a standing committee. It shall be the duty of this committee to nominate a slate of candidates for officers. The president, in consultation with the executive board, shall appoint the chair of the nominating committee. Other standing committees may be included in these bylaws, for example: programming, membership , communications, website, liaison to Shared Identity Groups, and/or community service. Typical role responsibilities are:
The nominating chair presents a slate of officers to the club for ratification. The chair broadly publicizes the nomination period and the positions to be filled to solicit nominations. The nominating chair should reach out to club alumnae through multiple channels including email, phone, website and social media clearly communicating roles, responsibilities and timelines.
The programs chair oversees the program activities of the organization in furtherance of its mission and purpose. The programs chair works closely with the board and club volunteers and others to plan and implement WCW programs; maintains a calendar of activities; and provides this information to the communications chair for inclusion in appropriate communications. The programs chair can work with the president to appoint committees as necessary and is an ex officio member of all programming committees. The programs chair works with WCAA to learn how to best use the technological tools provided by WCAA and provides engagement data to support the WCAA’s metrics.
The membership chair is responsible for promoting and enhancing the participation of members in WCW by defining and communicating the benefits to membership in WCW and through creative and effective member recruitment, tracking, and engagement initiatives.
The communications chair/newsletter chair oversees the club’s communication channels; including website, newsletters, emails and print communications. The communications chair works with the other board members to collect, write, and disseminate news about WCW, the College, WCAA, and campus activities of interest and relevance to the WCW membership.
The website chair shall be fluent with the technology provided by WCAA and will keep the club website current and accurate.
Section 2. Special Committees. The president, in consultation with the executive board, may appoint special committees and designate their purpose and term, for example to spearhead a large event.
Article V: Meetings.
Section 1. Executive Board Meetings. The executive board shall meet a minimum of three times a year, either in person, by telephone, or other electronic means where a dialogue can be conducted. Meetings of the executive board shall be held whenever called by the president. Two-thirds of the executive board shall constitute a quorum.
Section 2. WCW Meetings. There shall be one membership meeting of WCW annually. Meetings may be in person or by electronic or other virtual means where a dialogue can be conducted.
Section 3. Special Meetings and Resolutions. The executive board may call special meetings, to be held whenever and wherever it designates or may instead submit resolutions to WCW members by mail (including electronic mail). Both require the secretary to send a notice of the board’s action to WCW members before the special meeting, including the meeting’s time, place and purpose; in the case of a meeting by email, the notice shall be accompanied by a ballot and shall set forth the text of each resolution, briefly stating its effect and purpose. The notice must be sent to WCW members at least 21 days before: a) the date of the meeting or b) the date by which completed ballots must be received in order to be counted.
Section 4. Quorum. A quorum shall consist of WCW members participating in regular and special meetings for which notices have been sent to all members. A simple majority is required for passage, except in the case of amendments to these bylaws.
Article VI: Nominations and Elections.
Section 1: Nominations. The nominating chair shall call for candidates who wish to stand for election to the executive board prior to the conclusion of a term. Nominations for officers may be made by members of WCW and submitted to the nominating chair at least 21 days before the election is scheduled to take place. The nominating committee shall interview applicants and nominate a single slate of candidates for officers. If two candidates are running jointly to share an officer position, then they will be presented as a team together. The nominated slate shall be posted on the WCW website before the election is held.
Section 2: Elections. Officers shall be elected at the annual meeting when the alumnae vote to confirm the slate of officers put forward by the nominating committee. Further nominations may be made from the floor provided consent of the nominee has been obtained in advance. Vote shall be by voice unless there is/are an additional candidate(s) nominated for an office who are not on the slate presented by the nominating committee. In that instance, the vote for the contested office shall be by ballot. All officers shall be elected by a plurality of all votes cast.
Article VII: Finances.
Section 1: Dues. Annual dues may be set by the executive board each year after a review of the organization’s proposed programs and finances. Payment of dues is not a requirement for membership.
Section 2: Fiscal Year. The fiscal year of this organization shall coincide with the WCAA’s July 1-June 30 fiscal year.
Section 3: Bank Accounts. All bank accounts shall stand in the name of WCW with funds payable on order of the treasurer or president whose signatures shall be kept on file with the bank. A record of all account numbers and locations shall be supplied to the WCAA Office to be kept in the permanent WCW file.
Article VIII: Compliance with WCAA.
To maintain the status as an shared identity group of the Wellesley College Alumnae Association and be officially recognized, WCW must be renewed with the WCAA at the time and frequency determined by the WCAA. WCW shall comply with all requirements established by the WCAA for shared identity group renewals and operations.
Article IX: Limitations.
Section 1. Purpose. The organization is organized and shall be operated exclusively for charitable and educational purposes as a supporting organization of the Wellesley College Alumnae Association.
Section 2. Activities. WCW shall not circulate propaganda or otherwise attempt to influence legislation, nor shall it participate in, or intervene in, any political campaign on behalf of a candidate for public office (including the publishing or distributing of statements). WCW shall not perform any other activities not permitted by (a) a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law) or (b) a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).
ARTICLE X: Amendments.
These bylaws may be amended at any business or special meeting provided that: 1) Notice of the proposed amendment is provided to WCW membership at least 21 days before the meeting at which action is to be taken, and 2) Two-thirds of the ballots cast favor the amendment.
ARTICLE XI: Dissolution.
If WCW is not renewed by the WCAA or voluntarily is dissolved by its members, all of its net assets shall be distributed to the WCAA. If the WCAA is not in existence the net assets of the club shall be dsitributed to the College.