Women For Greater Philadelphia Bylaws

Proposed changes to the bylaws

A. PROPOSAL BELOW:

On behalf of the Women for Greater Philadelphia, Inc. , The ByLaws Committee recommends to the Board, the reorganization of Officers and Committees Article VI - OFFICERS AND DUTIES, Section 1. It is recommended to have 1 Vice President in order to provide greater clarity, support, and recognition to WGP, serving as stewards to Laurel Hill Mansion. The existing (4) Vice Presidents shall serve as Committee Chairs to their current Committees.

Existing bylaws Proposed change
ARTICLE VI, Section 1 – OFFICERS AND DUTIES ARTICLE VI, Section 1 – OFFICERS AND DUTIES
Section 1. The officers shall be Chairman of the Board, President, 4 Vice-Presidents, Corresponding Secretary/Communications, Recording Secretary, Treasurer and Assistant Treasurer. Section 1. The officers shall Be Chairman of the Board, President, Vice President, Corresponding Secretary/Communications, Recording Secretary, Treasurer, and Assistant Treasurer, and Parlimentarian as appointed by the President.

B. PROPOSAL BELOW:

On behalf of the Women for Greater Philadelphia, Inc., The ByLaws Committee recommends to the Board, updates to ARTICLE VI - OFFICERS AND DUTIES, Section 6. It is recommended to update the bylaws, since Vice President is a new position.

Existing bylaws Proposed change
ARTICLE VI, Section 6. Responsibilities of the Vice Presidents. ARTICLE VI, Section 6. Responsibilities of the Vice President.
a)      Act in the absence of the President. a)      Act in the absence of the President.
  b)      Become president for the unexpired term should the president be unable to execute the duties of the office of president.
  c)      Receive proposed amendments to these bylaws and convene committees as needed to prepare for review by the board.
d) Shall Chair committees on special subjects as designated by the Board

Current Bylaws

ARTICLE I – NAME AND HEADQUARTERS

Section 1.
The name of the corporation shall be Women for Greater Philadelphia, Incorporated, Hereafter called “The Corporation”.

Section 2.
The office of the corporation shall be at such place as the Board of Directors shall determine.

Section 3.
On file in the office of the corporation shall be kept:
(a) A copy of the Bylaws, including all amendments certified by the Secretary.
(b) A list of officers, Board members, Advisory Council and membership showing their respective addresses.

ARTICLE II – THE MISSION

Section 1.
Women for Greater Philadelphia, Inc .is a non-profit corporation of volunteers. The goals of the corporation are to promote and enhance the historical, philosophical, educational and cultural value of Greater Philadelphia and to maintain and preserve Laurel Hill Mansion.

Section 2.
To do any and all other lawful things that are in the furtherance of these purposes and are permitted under Section 501(c) (3) of the Federal Internal Revenue Code of 1954 and the laws of the Commonwealth of Pennsylvania, each as now in force or hereafter amended.

ARTICLE III - MEMBERSHIP AND DUES

Section 1.
Membership in the corporation shall be open to anyone interested in furthering the purposes of the corporation upon payment of annual dues.

Section 2.
Categories of Membership

Active Members - who shall be entitled to the right to vote; hold office and participate in the activities of the corporation.

Sponsor- any individual who pays the sum of One hundred ($100.00) dollars annually with the rights and privileges as active members.

Honorary – made excellent contribution to Women for Greater Philadelphia, Inc.

Life Member – any individual who pays the sum of Five hundred ($500.00) dollars within a calendar year. Life members are entitled to vote and are entitled to the same rights and privileges as active members.

(e) Officers and Director Emeritus - Any member who has served as an officer or member of the Board with distinction for a total of at least ten (10) years. Election to this class will be by the full Board.

Section 3.
Dues

(a) All dues are payable January l of the current year.
(b) Only paid up members, as of March l, are entitled to vote and are eligible to hold office.
(c) Dues of members joining after November l shall be entitled to membership the following year.
Any member whose dues are unpaid for a period of two (2) years shall be considered delinquent and shall be dropped from the membership list.

ARTICLE IV – MEETINGS

Section 1.
Regular meetings may be called by the Board upon ten (10) days notice.

Section 2.
The annual meeting will be held in May at which time elections will be held and installation of elected officers and Board members take place.

Section 3.
General membership meeting will be held in October upon ten (10) days notice.

Section 4.
Written, or e-mail notices, for all Committee meetings must be given to all Committee members at least five (5) days prior to the designated meeting date.

Section 5.
Written notice, or e-mail, of every Board meeting shall be given to each Director at least five (5) days prior to the designated meeting date.

Section 6.
Quorum for May and October meetings ten (10%) percent of membership.

ARTICLE V – BOARD OF DIRECTORS

Section 1.
The Board of Directors shall consist of the elected officers, immediate past President, plus eighteen (18) additional members in good standing and those elected as Director Emeritus.

Section 2.
Only those individuals designated by the Board may represent the corporation in any capacity.

Section 3.
Board members, other than officers, shall serve four years.

Section 4.
A vacancy on the Board of Directors shall be filled by a majority vote of the remaining members of the Board to serve until the next annual election of the Board of Directors.

Section 5.
A Board member or an Officer may be removed by the Board of Directors, whenever, in its judgment, the best interest of the corporation will be served thereby. Such removal requires agreement of three-fourths of the total board membership.

Section 6.
Responsibilities:

The Board of Directors shall have all the responsibility and authority granted by law to the Board for the management of the business of the corporation and must attend two meetings per year.

Appoint duly authorized members to sign bills, notes, receipts, checks and documents.

To elect the class known as Officer-Director Emeritus.

Directors shall receive no compensation for services rendered in their capacity as Directors and Officers.

ARTICLE VI – OFFICERS AND DUTIES

Section 1.
The officers shall be Chairman of the Board, President, 4 Vice-Presidents, Corresponding Secretary/Communications, Recording Secretary, Treasurer and Assistant Treasurer.

Section 2.
All officers shall be elected by ballot for two years.

Section 3.
A vacancy occurring in any office shall be filled for the unexpired term by the Board by a majority vote.

Section 4.
Responsibilities of the Chairman of the Board:

The Chairman of the Board shall oversee all activities of Women for Greater Philadelphia and act in an advisory capacity to all committees.

Section 5.
Responsibilities of the President

(a) Shall preside over all meetings of the Board of Directors, Executive Committee and the General Membership.
(b) Report all actions taken by the Executive Committee to the Board of Directors.
(c) Shall be an ex-officio member of all committees, except the Nominating Committee.

Section 6.
Responsibilities of the Vice Presidents

(a) Act in the absence of the President.

Section 7.
Responsibilities of the Corresponding Secretary/Communications

(a) Issue all notices by mail or e-mail.
(b) Read and report all correspondence.

Section 8.
Responsibilities of the Recording Secretary

(a) Record the minutes of the corporation.
(b) Call the roll when necessary.
(c) Keep a record of the bylaws, official membership register, committee list and minutes of the meetings.

Section 9.
Responsibilities of the Treasurer/Assistant Treasurer

(a) Custodian of the funds of the corporation.
(b) Keep the financial statement up-to-date and report to the Board of Directors at least quarterly.
(c) Make reports to the Executive Committee.
(d) Prepare quarterly financial statements to be given annually at the May and October meetings.
(e) Chairman of the Finance Committee.
(f) All checks written on the order of the Corporation must bear the signature of the Treasurer or Assistant Treasurer and Chairman of The Board or President (2 signatures required).
Treasurer’s books shall be audited annually by a Certified Public Accountant, as necessary.

ARTICLE VII – EXECUTIVE COMMITTEE

Section 1.
The Executive Committee shall consist of the Officers of the Corporation and immediate Past President, a total of ten (10) members.

Section 2.
The Executive Committee shall act for the Board of Directors between meetings of the Board; consider projects in which the members are interested; recommend to the Board the annual assessments and dues; engage a certified public accountant to audit the financial records of the corporation as required. Report all actions taken by the Executive Committee to the next meeting of the Board.

ARTICLE VIII – ADVISORY COUNCIL

Section 1.
An Advisory Council shall be established by appointment of the Chairman of the Board and President with the approval of the Board of Directors.

Section 2.
The Council shall act as an advisor to the Board of Directors and shall be invited to attend the Board Meeting, with voting privileges.

ARTICLE IX – COMMITTEES

Section 1.
Standing Committees shall be established by appointment of the Chairman of the Board and President.

(a) House Committee – 1st Vice President
(b) Education – 2nd Vice President
(c) Music – 3rd Vice President
(d) Program-4th Vice President
(e) Finance
(f) Membership
(g) Historical
(h) Bylaws
(i) Nominating
(j) Any other committees deemed necessary

Section 2.
Committee Chairman, with the exception of the Nominating Committee Chairman, shall be appointed by the President and shall serve for a term of one (1) year and may be reappointed.

Section 3.
The Committee Chairman is responsible for appointing members to the committee in consultation with the President.

Section 4.
Duties of the Committee shall be determined by the Chairman.

Section 5.
Chairman shall be responsible to the President and report as requested.

Section 6
All committee budgets shall have the approval of the Board of Directors.

Section 7.
All funds raised by Committees shall become the property of the corporation.

Section 8.
All admission fees to Laurel Hill Mansion and funds collected from fund raising events held in Laurel Hill and on its immediate grounds shall be placed in a segregated account to be held separately from the general funds of the corporation and used only as a fund to defray the expenses of maintaining, furnishing, and guarding the property in accordance with the agreement of the corporation with the Fairmount Park Commission.

ARTICLE X – ELECTIONS

Section 1.
The Nominating Committee of five (5) members shall be elected annually. The members of the Committee shall meet within a month of their election and select one of their members to serve as Chairman.

Section 2.
The Nominating Committee shall prepare a slate for the election of officers and the Board of Directors. The result of their slate of nominees shall be published thirty (30) days prior to the Annual May Meeting.

Section 3.
Elections shall be held at the May Annual Meeting.

ARTICLE XI – AMENDMENTS

Section 1.
Amendments to these Bylaws may be proposed by the Bylaws Committee, with the approval of the Board of Directors, or by a majority vote at a membership meeting.

Section 2.
Amendments proposed in either way shall become law if adopted by a two-thirds vote of those present and voting at the Annual Membership Meeting provided that notice of the proposed change was given to the membership at least thirty (30) days prior to the meeting.

ARTICLE X11- DISSOLUTION

Section 1.
In the event of the dissolution of Women for Greater Philadelphia, Incorporated, or of a similar continuing organization duly authorized by the membership of Women for Greater Philadelphia, Incorporated, any money or property belonging to said organization shall be given to non-profit institutions and the recipients to be voted on by the membership of Women for Greater Philadelphia, Incorporated..

ARTICLE X111 – PARLIAMENTARY AUTHORITY

Section 1.
Robert’s Rules of Order, latest addition, shall govern all deliberations of the corporation.

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