ARTICLE I – NAME AND HEADQUARTERS
Section 1.
The name of the corporation shall be Women for Greater Philadelphia, Incorporated,
Hereafter called “The Corporation”.
Section 1.2.
The office of the corporation shall be at such place as the Board of Directors
shall determine.
Section 1.3.
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 2.1.
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 2.2.
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 3.1.
Membership in the corporation shall be open to anyone interested in furthering
the purposes of the corporation upon payment of annual dues.
Section 3.2.
Categories of Membership
(a) Active Members - who shall be entitled
to the right to vote; hold office and participate in the activities of the
corporation.
(b) Sponsor - any individual who pays the
sum of One hundred ($100.00) dollars annually with the rights and privileges
as active members.
(c) Honorary – made excellent contribution
to Women for Greater Philadelphia, Inc.
(d) 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 3.3
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.
(d) 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:
(a) 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.
(b) Appoint duly authorized members to sign bills, notes, receipts, checks
and documents.
(c) To elect the class known as Officer-Director Emeritus.
(d) 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, Vice President,
Corresponding Secretary/Communications, Recording Secretary, Treasurer,
and Assistant Treasurer, and Parlimentarian as appointed by the President.
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
(a) 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 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.
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).
(g) 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 eight (8) 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
(b) Education
(c) Music
(d) Program / Planning
(e) Finance
(f) Membership
(g) Historical
(h) Bylaws
(i) Nominating
(j) Garden
(k) Hospitality/Volunteers
(l) Social media
(m) 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.
Amendments recommended by the Bylaws Committee to the Board of Directors on January 22, 1979. Accepted and approved by the Board of Directors on January 22, 1979. Adopted by the Membership on March 26, 1979.
Amendments recommended by the Bylaws Committee to the Board of Directors on September 16, 1980. Accepted and approved by the Board of Directors on September 16, 1980. Adopted by the Membership on November 29, 1980.
Amendments recommended by the Bylaws Committee to the Board of Directors on September 15, 2012. Accepted and approved by the Board of Directors on September 15, 2012.
BYLAWS proposed changes and approval May 28, 2017, Article VI, Section 4.1, 6.1, 6.6, 8.8 a) & b), Article IX, Section 9.1