Darien Woman’s Club
– BYLAWS –
(Revised April 2018)
Article I - NAME OF THE CLUB
The club shall be called the Darien Woman's Club.
Article II - OBJECTIVES
The objectives of the Darien Woman's Club shall be:
• To promote charitable endeavors, cultural improvements, civic pride and unity among the women of the city of Darien and surrounding areas.
• To promote and support the projects of the 5th District Illinois Federation and the General Federation of Women's Clubs in accordance with the Internal Revenue Code Section 501 (c) 4.
• To exist as a not-for-profit organization.
ARTICLE III - MEMBERS
Section 1 - Admission for Membership
A. Membership in the Darien Woman's Club shall be open to any woman who desires to promote the objectives of the Club.
B. A prospective member may join at any general Club meeting. Installation will be held at general Club meetings. Transfers from other GFWC Clubs will be accepted at any general Club meeting. A prospective member must submit dues to the Treasurer and shall receive a membership card.
Section 2 - Requirements for Membership
A. Members are required to complete a service and activity sheet annually.
B. Members are required to work on at least one fund-raising or community service project each year.
C. Members are required to serve on at least one Club committee each year.
D. Members are required to pay their Club dues before participation in any Club activity.
Section 3 - Payment of Dues
A. Membership dues must be paid annually.
B. Dues must be paid by the October general meeting for a member's name to appear in the yearbook.
Section 4 - Members in Arrears of Dues
A. Members in arrears of dues after the October general meeting shall be dropped from the roll.
B. Members in arrears of dues with exceptional cases shall be referred to the Executive Committee. It shall have the power to suspend the dues or grant further time for payment.
Section 5 - Resignation
A. A member may resign from the Club by a written note to the Membership Chairman.
B. A member wishing to transfer may secure a transfer application from the Membership Chairman not less than 10 days prior to transfer.
Section 6 - Associate Members
A. A member may elect to become an Associate Member if, for 10 or more consecutive years, she has fulfilled her membership requirements.
B. Associate members shall pay $15.00 over the annual membership dues, which must be paid prior to participation in any Club activity.
C. Associate members may vote.
D. Associate members shall not be required to serve on a committee or work on a fundraising or a community service project unless they so desire.
E. Associate members are required to complete a service and activity sheet each year.
F. Associate members must pay dues by the October general meeting to be an Associate member and to be in the yearbook.
ARTICLE IV - OFFICERS
Section 1 - Elected Officers
A. The elected officers shall consist of President, President-Elect, First Vice-President, Second Vice-President, Third Vice-President, Recording Secretary, Treasurer, and Corresponding Secretary.
B. The Executive Committee shall consist of the elected officers.
Section 2 - Eligibility for Office
A. Any member who has belonged to the Club for the five months immediately prior to the nomination, and who is in good standing, shall be eligible to hold an elected office.
B. In addition to the above, candidates for the office of President and President-Elect shall have served at least two years on the Board of Directors.
C. No one shall serve on the Board of Directors more than four consecutive years unless she is elected to the office of President or President-Elect.
Section 3 - Election of Officers
A. The Nominating Committee shall present to the membership a proposed slate of nominations for elected officers at the March general club meeting. Nominations from the floor shall be accepted only at the March general meeting and shall be added to the proposed nominations.
B. The election of officers shall take place at the April general meeting of the Club. If more than one candidate is running for an office, the election shall be conducted by written ballot, provided by the Nominating Committee, with the simple majority of those voting members present being decisive.
C. Ballots shall be counted by the Nominating Committee and winning candidates announced to the membership at the April meeting.
D. Elected officers shall be installed at the annual May meeting, assume their duties upon installation, and continue until their successors are installed.
E. First, Second, and Third Vice-Presidents, Treasurer, Recording Secretary, and Corresponding Secretary shall hold office for a term of one year and shall be elected at the April general meeting of each year.
F. President and President-Elect shall hold office for a term of one year. The President-Elect shall be elected at the April general meeting of each year and shall hold the office the year prior to assuming her one-year term as President.
Section 4 - Duties and Power of Officers
All officers shall attend and may vote at all general Club meetings, Executive Committee meetings, and Board of Directors meetings.
A. Duties and Powers of the President.
1. The President shall chair all general Club meetings.
2. The President shall be an ex-officio member of all committees, except the Nominating Committee.
3. The President shall appoint a Parliamentary Advisor, all committee chairmen and department chairmen, except the chairman of the Ways and Means committee, the Programs committee, the Membership committee and the By-laws committee.
4. The President shall be a delegate to all District, State and General Federation meetings and conventions. The President shall appoint delegates to same.
5. The President shall sign vouchers for disbursal of all Club funds.
6. Upon itemized receipt from any Club member, the President may approve a disbursement up to $100.00 for non-budgeted items.
7. In the absence of the Treasurer, the President shall have the authority to countersign checks with the Recording Secretary.
8. The President shall maintain a current list of all Club properties.
B. Duties and Powers of the President-Elect
1. The President-Elect will assist the President in her duties and assume the duties of the President in her absence or inability to serve.
2. Under the direction of the President-Elect a committee will review the by-laws annually.
3. The President-Elect shall prepare and present to the Board of Directors and to the general membership the proposed revision or amendments to the by-laws.
4. The President-Elect, under the direction of the President, shall be responsible for distributing, coordinating, and submitting all typewritten District, State, and General Federation reports, which are to be compiled and written by the Department and Committee Chairmen.
5. The President-Elect shall be a regular member of the Philanthropy Committee.
6. The President-Elect shall represent the Club at Fifth District Illinois Federation of Women's Club meetings.
7. The President-Elect shall function as the Club's representative as deemed advisable by the Board of Directors.
8. The President Elect shall advise the Club of all Federation activities.
C. Duties and Powers of the First Vice-President.
1. The First Vice-President shall chair all meetings in the absence of the President and President Elect.
2. The First Vice-President shall be chairman of the Program Committee.
a. She shall be responsible for securing a meeting place for general Club meetings; plan the program for each general Club meeting; be responsible for contacting or securing speakers, discussion groups, films, or whatever is necessary for the activity planned; and introduce the program for the evening. At her discretion she may be sole organizer of the program or she may appoint committee members to assist her.
3. The First Vice-President shall be an alternate for the President and the President-Elect at all affiliated organizations.
D. Duties and Powers of the Second Vice- President.
1. The Second Vice-President shall chair all meetings in the absence of the President, President-Elect, and First Vice-President.
2. The Second Vice-President shall be chairman of the Ways and Means Committee.
a. She shall appoint committee chairmen and delegate duties as she deems necessary to execute Ways and Means fund-raising activities.
b. She shall chair all Ways and Means meetings and present to the membership all fund-raising proposals for approval.
E. Duties and Powers of the Third Vice-President.
1. The Third Vice-President shall chair all meetings in the absence of the President, President-Elect, First Vice-President and the Second Vice-President.
2. The Third Vice-President shall be chairman of the Membership Committee.
a. She shall plan all activities to recruit new members and retain existing members.
b. She shall be responsible for introducing new members at General meetings.
c. She shall be responsible for the installation of new members.
d. She shall obtain chairmen for the interest groups.
e. She shall record membership service hours.
f. She shall collect dues from members and sign a receipt when necessary.
g. She shall send written or verbal notification to members who are in arrears of dues after the October meeting.
h. She must serve on the Nominating Committee as a representative of the Board.
i. She shall maintain a pictorial directory of all members.
F. Duties and Powers of the Recording Secretary.
1. The Recording Secretary shall keep comprehensive minutes of all general Club, Board of Directors and Executive Committee meetings.
2. The Recording Secretary shall have available at all general and Board meetings said minutes for the current club year.
3. The Recording Secretary must execute the following concerning minutes:
a. Minutes must be kept in a permanent book and read from permanent copy. Permanent copy must be typed with margins for corrections.
b. Permanent copies of all minutes must be bound at the end of each club year.
c. The first paragraph of the minutes must contain: the kind of meeting, name of the organization, the time, the place, the date, and the name of the presiding officer.
d. Additional pages must be consecutively numbered with name of organization, date and kind of meeting.
e. Motions must be stated in full, with the name of the person making the motion, and whether the motion was seconded and approved
4. The Recording Secretary shall be the custodian of all records and papers. Reports and correspondence shall be kept for six years. Election ballots shall be kept for six months.
5. In the absence of the Treasurer, the Recording Secretary shall have the authority to countersign checks with the President under the procedures and restrictions of Article IV, Section 4G-2.
6. The Recording Secretary shall count the votes and report the count to the chair, or she may appoint tellers to assist her when the assembly is large and an accurate count is not otherwise possible. This rule does not apply to the election of officers.
G. Duties and Powers of the Treasurer.
1. The Treasurer shall be bonded for a sum sufficient to protect the organization from loss.
2. The Treasurer shall be authorized to sign checks in accordance with these bylaws. Any check over $2,000 must be co-signed by either the President or Recording Secretary.
3. The Treasurer shall keep accurate records of all monies received and disbursed in a permanent book, which shall be available for perusal by Club members.
4. The Treasurer shall present the Treasurer's report at all Executive Committee, Board of Directors and general Club meetings.
5. The Treasurer may present requests for appropriations over $100.00 to the membership at the next general meeting. The membership must approve by majority vote any appropriations of this nature before the President may sign a voucher for payment.
6. The Treasurer shall place all monies in a depository approved by the Executive Committee.
7. The Treasurer must retain all financial records of the Club for a minimum of 7 years.
8. The Treasurer shall oversee the preparation of the proper income tax forms for the Internal Revenue Service by October 15th for the Club year in which she served, as well as all the financial statements of the Club, including the end-of-the-year financial statements.
9. The Treasurer shall oversee the preparation of the budget for the coming Club year. Written notice must be given to all members of the proposed budget prior to voting.
10. The Treasurer shall be responsible for notifying committee chairmen if they are over budget.
11. The Treasurer shall obtain bonding for DWC members who handle sizable amounts of money for DWC projects. The Board of Directors shall determine which club positions need bonding.
H. Duties and Powers of Corresponding Secretary
1. The Corresponding Secretary shall handle and process all correspondence given her by the President or that which pertains to Club, District, or Federation business.
2. The Corresponding Secretary shall be responsible for the purchase of all secretarial supplies and stamps.
3. The Corresponding Secretary shall supervise the publication of the Club newsletter or written meeting notification as well as maintenance of the website.
Section 5 - Re-election of Officers.
Officers may be re-elected to an office, but may not exceed two consecutive terms in that office.
Section 6 - Vacancy of Office.
A. Vacancy of an elected office may be filled at the discretion of the President, by either presidential appointment or membership vote, when such a vacancy occurs before the end of the term for that office.
B. Vacancy of the Presidential office shall be filled by the President-Elect who shall then instruct the Nominating Committee to be re-activated and propose candidates for the vacancy of the office of President-Elect at the next general Club meeting. See Article IV, Section 3A-F (for election procedure). The new officer shall be installed at the meeting during which she was elected and assume her duties immediately thereafter.
C. Officers who do not perform their duties will be so warned by the Executive Committee to execute their duties or submit a resignation to the Executive Committee and the Club membership.
Article V – MEETINGS
Section 1 - Regular Club Meetings.
A. Regular general Club meetings shall be held on the first Wednesday of each month, with the exception of June, July and August, when no meetings are held, or when otherwise designated by the Club or Board of Directors.
B. The monthly general meeting may be canceled by the President with a majority vote of the Executive Committee. Prior notification to the general membership is not necessary.
Section 2 - Special Meetings.
The Executive Committee may call a special meeting of the Club with no less than seven days written notice to the membership.
Section 3 - Electronic Meetings
Regular and Special Meetings of the Assembly [or Board] may be held by electronic means (such as e-mail or other Internet communication systems, telephone conferences, video conferences, facsimile, etc.) subject to the following:
A. The President or member designated by President shall send out notice of electronic meeting three business days in advance and shall serve as the call to meeting. A meeting will not end prior to its closing date as announced in the notice of electronic meeting.
B. A majority of the Assembly members shall have access to the appropriate electronic meeting media, as noted on their membership form.
C. Members must reply to the notice of electronic meeting in order to be considered present for the meeting and shall establish a quorum.
D. The technology used for the electronic meetings shall allow the members full access to and full participation in all meeting transactions either continuously or intermittently throughout the specified time of the meeting.
E. Motions and debate must be directed to the President or designee, and must be sent within time parameters set by the President or her designee.
F. Seconds to motions are not required.
G. The President or her designee will initiate the vote after debate has ended.
H. The affirmative vote of a majority of the quorum shall be the minimum vote requirement for the adoption of any motion.
I. The President must announce the decision on any vote immediately following the electronic meeting.
J. The Secretary will keep records of all actions taken as a result of electronic meeting.
K. Members may change their vote prior to the announced deadline.
L. Procedural rules related to the conduct of electronic meetings shall be established and promulgated by the Board of Directors.
Section 4 - Annual Meetings.
A. The annual meeting shall be the May meeting during which officers shall be installed.
B. Annual written reports shall be submitted to the President by the department and committee chairmen by the May meeting.
C. Annual reports shall be prepared in duplicate: one copy for the President who will submit it to the Recording Secretary for placement in the permanent file and one copy to the succeeding chairman.
D. Members of a committee not agreeing to the report of that committee may submit a minority report signed by those members agreeing to it.
E. Annual reports shall be made available to the General Membership.
Section 5 - Quorum.
Members present at a meeting shall constitute a quorum. A majority, unless otherwise required by Club bylaws, shall be necessary to approve motions.
Article VI - BOARD OF DIRECTORS
Section 1 - Members of the Board of Directors.
The Board of Directors shall consist of the Executive Committee, Standing Committee Chairmen and Department Chairmen.
Section 2 - Powers and Authority of Board of Directors.
A. The Board of Directors shall have the power to approve a Treasury disbursal to committees up to $100.00 without membership approval. If approved, the President shall sign a voucher for the approved amount.
B. The Board of Directors shall have the authority to vote on plans of action to be presented to the membership.
C. The Board of Directors shall have the authority to transact necessary business in the intervals between general Club meetings and such business which may be referred to it by the Club.
D. The Board of Directors shall have the authority to create new committees as the need arises or to disband committees (other than Standing Committees) if they are no longer needed by the Club.
E. The Board of Directors shall have the authority to approve bonding of members who handle sizable amounts of money for DWC projects.
(See Article IV, Section 4-G-11).
Section 3 - Meetings of the Board of Directors.
The Board of Directors shall meet monthly, or as they deem necessary. The President shall chair the meetings. A majority of the members of the Board of Directors shall constitute a quorum.
Section 4 - Special Meetings of the Board of Directors.
Special meetings of the Board of Directors may be called by the President or by five Board members at their discretion with prior notice to all members of the Board.
Section 5 - Vacancies.
All vacancies of the committee chairmen on the Board shall be filled by Presidential appointment.
Section 6 - Power and Veto.
The Board of Directors and the Executive Committee shall not have the power to veto any plans or actions neither voted on by the Club nor take any action in conflict with these bylaws or orders of the Club.
Article VII - COMMITTEES
Section 1 - Standing Committees
A. the Standing Committees shall be: Program, Ways and Means, Membership, Publicity, Social and Finance.
B. Powers and Duties of Standing Committees and Standing Committee Chairmen.
1. Standing Committee Chairmen, with the exception of Programs Chairman, Ways and Means Chairman, and Membership Chairman, shall be appointed by the President and shall serve a one-year term.
2. Standing Committee Chairmen shall attend and may vote at all general Club and Board of Directors meetings.
3. Standing Committee Chairmen shall submit a monthly report at the Board of Directors meetings and an annual written report by the May meeting (see Article V. Section 3B)
4. Standing Committees shall not enter into fund-raising projects without approval of the Board of Directors and the general Club membership. Funds from such projects shall be deposited into the Club treasury.
C. Responsibility of Standing Committees and Standing Committee Chairmen.
1. The Program Committee shall consist of the First Vice- President, as chairman, who may at her discretion, be the sole organizer of the programs or appoint committee members, as she deems necessary for the planning of the programs. The chairman shall submit the programs for the year before the October printing of the yearbook. The Chairman and/or her committee shall be responsible for securing and introducing speakers and discussion groups and for anything necessary for the execution of the program, including opening, setting up, and closing up the meeting place. The Program Committee shall be responsible for the Installation Banquet.
2. The Ways and Means Committee shall consist of the Second Vice-President as chairman and as many committee chairmen or committee members appointed by her as she deems necessary. The Ways and Means Committee shall propose and plan all fund- raising activities of the Club and shall submit proposals of activities to the membership for approval.
3. The Membership Committee shall consist of the Third Vice-President as chairman and as many committee members as she deems necessary to plan all membership drives for new members.
4. The Publicity Committee shall publicize and promote all activities of the Club.
5. The Social Committee shall plan social activities for the Club and submit proposals of same for membership approval. No Club funds shall be used to finance Social activities.
6. The Finance Committee shall audit the Treasurer’s books at the end of the year (June 1 to May 31). A written copy of the audit must be given to all members by the October general meeting for approval by the general membership. The Finance Committee shall oversee any regulatory requirements of the Darien Woman’s Club and the Darien Woman’s Club Charity Fund. The Finance Committee shall be responsible for collecting the conflict of interest disclosure statements from all Executive Board Officers and Philanthropy committee members (as stated in Article XI, Section 4).
Section 2 - Special Committees
A. the Special Committees shall be: Hospitality, Yearbook, Nominating, Historian, Properties, Bylaws, and Philanthropy.
B. Powers and Duties of Special Committees and Special Committee Chairmen:
1. Special Committee Chairmen shall be appointed by the President and shall serve a one-year term, except for the Chairman of the Bylaws Committee.
2. Special Committee Chairmen shall submit plans of action first to the Board of Directors and then to the General Membership for approval.
3. Special Committee Chairmen shall submit an annual written report by the May meeting (see Article V, Section 3B).
C. Responsibilities of Special Committees and Special Committee Chairmen:
1. The Hospitality Committee shall serve light refreshments at all monthly Club meetings.
2. The Yearbook Committee shall be responsible for the organization, publication, and distribution of the yearbook, to be distributed by the November general meeting to each member. The yearbook shall contain members' information, officers, department and committee chairmen, the abbreviated budget, the bylaws and the "Collect for Clubwomen."
3. A. The Nominating Committee shall consist of five members to be nominated by the membership. This committee shall consist of two members from the Board of Directors, one shall be chairman and the other shall be the Third Vice-President, and three members shall be from the membership at large who has served at least one year on the Board of Directors. No member shall serve for more than two (2) consecutive terms.
B. The committee shall be nominated at the October general meeting and shall serve until the installation of newly elected officers at the May meeting.
C. Prospective candidates cannot be contacted prior to February 1. The proposed slate of officers shall be kept confidential until presented to the general membership at the March general meeting. At the March general meeting, nominations will be taken from the floor and then closed. The slate of officers will be published in the April newsletter and voted upon at the April general meeting.
D. Written reports must have signatures of all five members showing approval or disapproval.
E. The committee shall resume its duties should the emergency situation stated in Article IV, Section 6B be necessary.
4. The Historian’s Committee shall be responsible for the preservation of historical artifacts pertinent to the Club.
5. The Properties Committee-The President shall serve as the Properties Chairman.
6. The Bylaws Committee - The President-Elect shall serve as the Bylaws Chairman.
7. The Philanthropy Committee shall first make recommendations for the disbursement of excess funds at a general meeting. Written notice must be given to all members of the proposed recommendations along with the date of voting.
Section 3 - Creation of New Committees
New committees shall be created as deemed necessary for the transaction of the business of the Club.
A. Standing Committees shall be added by amendment to these bylaws.
B. Temporary and/or Special Committees shall be created by Presidential appointment of committee chairmen unless otherwise stated by these bylaws.
Article VIII - COMMUNITY SERVICE PROGRAM
The Community Service Programs may be: Home Life, Education, The Arts, Conservation, Health, Public Issues, and International Outreach.
Section 1 - Powers and Duties of the Community Service Programs and Community Service Program Chairmen.
A. Community Service Program Chairmen shall be appointed by the President and shall serve a one-year term.
B. Community Service Program Chairmen shall attend and may vote at all general Club and Board of Directors' meetings.
C. Community Service Program Chairmen shall submit a monthly report at the Board of Directors meetings and an annual written report by the May meeting (see Article V, Section 3B).
D. All Community Service Programs shall submit plans of action first to the Board of Directors and then to the general Club membership for approval.
E. A Community Service Program is authorized to adopt rules for the transaction of its business provided they do not conflict with the bylaws of the Club.
F. Community Service Programs shall not enter into fund-raising projects without approval of the Board of Directors and the general Club membership. Funds from such projects shall be deposited into the Club treasury.
Article IX - PARLIAMENTARY ADVISOR
Section 1 the Parliamentary Advisor shall be appointed by the President and shall serve a one-year term.
Section 2 - Duties and Powers of the Parliamentary Advisor
A. The Parliamentary Advisor shall maintain order at all general Club, Board of Directors, and Executive Committee meetings according to ROBERT'S RULES OF ORDER, NEWLY REVISED and the bylaws of the Club.
B. The Parliamentary Advisor shall maintain the decorum of meetings, ascertain the will of the majority, preserve the rights of the minority, and facilitate an orderly and harmonious transaction of the business of the Club.
Article X - AMENDMENTS TO THE BYLAWS
Amendments to the bylaws shall be accepted by a 2/3 majority vote of the membership present. Written notice must be given to all members of the proposed amendment and the date of voting.
Article XI – DARIEN WOMAN’S CLUB CHARITY FUND, INC.
The Darien Woman’s Club Charity Fund, Inc. (DWCCF) is a sister organization of the Darien Woman’s Club.
Section 1 – Members
All members of the Darien Woman’s Club will also be members of DWCCF.
Section 2 –
All officers of the Darien Woman’s Club will also serve as officers in the same capacity for the DWCCF.
Section 3 – Committees
All committees of the Darien Woman’s Club will also serve the same committees function for the DWCCF.
Section 4 – Conflict of Interest Disclosure
All Executive Board officers and Philanthropy Committee members must sign an annual conflict of interest disclosure statement. The Finance Chair shall be responsible for collecting the conflict of interest disclosure statements from all Executive Board officers and Philanthropy committee members.
Article XII – COMMUNICATIONS
Section 1 – Definition
When written notice or publication is required, it may be paper or electronic communication.
1. Dues shall be $50.00 annually. The Club year is September 1 to August 31. If a first-time member joins the Club after January 1st, dues will be reduced to $25.00.
2. The Pledge of Allegiance shall be led by the President or her appointee at all general Club meetings.
3. Committee and Community Service Program Chairmen may seek aid from the membership to assist in the execution of the committee and Community Service Programs.
4. Proxy voting shall not be allowed.
5. Past officers shall remain in an advisory capacity for newly elected officers for 30 days following installation of the new officers.
6. Upon dissolution of the Club, all assets shall be donated to the Illinois Federation of Women's Clubs, Fifth District. This organization qualifies under Internal Revenue Code Section 501 (c) 4.
7. Any member handling Club funds shall present to the Treasurer within a 45-day period following the event all receipts, monies and financial statements.
8. In the event of the death of a member or a member's immediate family (husband or child), a donation of $100.00 will be given to a charity chosen by that member's family.
1. The Darien Woman’s Club (DWC) is a sister organization of the Darien Woman’s Club Charity Fund, Inc. (DWCCF).
2. All committees of the
Darien Woman’s Club will also serve the same committee function for the DWCCF.
3. The Officers and committees of the DWCCF will follow the same set of procedures and responsibilities as laid out in the Darien Woman’s Club Bylaws.
4. All Executive Board Officers and Philanthropy Committee members must sign an annual conflict of interest disclosure statement.
5. The treasurer is responsible for sending written acknowledgements to anyone donating more than $250 to the Darien Woman’s Club Charity Fund, Inc. The letter must indicate the amount of the cash and a description of any property contributed, and whether the organization provided any goods or services in exchange for the gift.