BYLAWS

OF

 

 

 

 

 

 

 

THE ARKANSAS FEDERATION OF

BUSINESS AND PROFESSIONAL WOMEN’S CLUBS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current as of June 4, 2006

BYLAWS

OF

THE ARKANSAS FEDERATION OF

BUSINESS AND PROFESSIONAL WOMEN'S CLUBS

 

ARTICLE I NAME

The name of this organization shall be The Arkansas Federation of Business and Professional Women's Clubs of the National Federation of Business and Professional Women's Clubs, Inc. of the United States of America (BPW/USA).

ARTICLE II MISSION

The mission of this federation shall be to achieve equity for all women in the workplace through advocacy, education and information.

 

ARTICLE III EMBLEM

The emblem shall be in the form of a circle in which the symbols of the Nike, Scroll, Torch, Wand, and Ship of Commerce are imposed above the initials NFBPWC.

 

ARTICLE IV POLICIES

SECTION 1. The Arkansas Federation shall be nonsectarian, non-partisan and nonprofit.

SECTION 2. The mission and objectives of this federation shall in every case be the mission and objectives of all units thereof.

SECTION 3. The policies and procedures of BPW/USA as applicable to state federations shall in every case also be the policies and procedures of this federation and all units thereof.

 

ARTICLE V MEMBERSHIP

SECTION 1. Membership shall be held by those individuals who support the mission and objectives of BPW/USA.

Membership categories shall be:

Membership shall be open to all individuals.

Individuals with affiliation at the national levels.

SECTION 2. Members (MOL and SOL) shall belong to local organizations, which are members BPW/USA through the state federations.

SECTION 3. Local organizations acquiring membership in the state federation automatically become affiliated with the National Federation of Business and Professional Women's Clubs, Inc. of the United States of America (BPW/USA).

SECTION 4. A member in good standing may request transfer from one local organization to another. A local organization may not refuse to accept the transfer of a member in good standing.

SECTION 5. The only criteria for membership shall be Article V, Section 1, and the payment of appropriate dues.

 

ARTICLE VI LOCAL ORGANIZATION REQUIREMENTS

SECTION 1. A local organization is eligible for admission to this federation if:

(b) It is not an integral part of any other organization; and;

SECTION 2. To remain in good standing, a local organization must maintain a membership of a least five (5) (MOL and/or SOL) members.

SECTION 3. A local organization whose membership falls below five (5) members (MOL and/or SOL) shall be dropped at the end of the second fiscal year.

SECTION 4. A local organization applying for membership in this federation shall forward to the state treasurer all documents and dues required by state and national federations.

SECTION 5. The bylaws shall be approved by a person designated by the state president whose responsibility it is to insure that there are no provisions in conflict with the National Articles of Incorporation and Bylaws. Any conflict shall be resolved in accordance with National Federation policy and procedures.

SECTION 6. When a local organization has met all state and national requirements, a charter signed by the national president is transmitted to the state president for countersignature and presentation to the local organization.

SECTION 7. Proposed amendments to the bylaws of any local organization, with the exception of mandatory changes, (see Article XXI, Section 9) shall be sent to the person designated by the state president for review and approval. Any conflict shall be resolved in accordance with National Federation policy and procedures.

 

ARTICLE VII STATE FEDERATION REQUIREMENTS

A state federation to remain in good standing shall:

ARTICLE VIII DUES

SECTION 2. Dues for members shall be:

SECTION 3. Each local organization shall pay national annual convention dues of ten dollars ($10.00). National convention dues shall be postmarked to BPW/USA by June 30 of each year.

 

ARTICLE IX FISCAL YEAR

The fiscal year shall commence on the first day of June and shall end on the 31st day of May.

ARTICLE X REGION ORGANIZATION

SECTION 1. This state shall be divided into regions for the purpose of promoting state and national programs, promoting membership work, and organizing new and assisting existing local organizations. The region shall afford a contact between local organizations and the state federation.

SECTION 2. The state shall be divided into the following regions: Region I, Region II, Region III, and Region IV.

SECTION 3. Each region shall have a region director, a vice-director, a member of the state nominating committee, an alternate member of the state nominating committee, and secretary who shall be elected annually by their respective regions at a meeting of the region prior to the state convention. All will assume the duties of their office at the beginning of the next fiscal year. Candidates for region director and vice-director must have served or be serving as a local organization president with at least six months of the term to be completed prior to state convention. They shall be elected by ballot if more than one person is nominated. The secretary will cast the ballot in all uncontested elections. The region director and vice-director should attend BPW leadership training workshops if at all possible.

SECTION 4. It shall be the duty of the region director to:

(b) Serve as a member of the state board of directors;

SECTION 5. It shall be the duty of the region vice director to:

SECTION 6. The region conferences shall be financed by registration fees paid at each region meeting.

SECTION 7. Region meetings shall be held at a time and place to be determined by the region directors and locals.

 

ARTICLE XI OFFICERS

SECTION 1. The officers of the Arkansas Federation shall be a president, a president-elect, a vice president, a recording secretary and a treasurer. These officers shall constitute the executive committee for the federation.

SECTION 2. Only candidates who officially and publicly support the National Legislative Platform shall be eligible for office.

SECTION 3. A term of office shall be one (1) year.

SECTION 4. Officers shall take office at the close of the annual convention and shall serve until the close of the following annual convention or until their successors are duly elected.

SECTION 5. Vacancies in office shall be filled as follows:

ARTICLE XII NOMINATIONS

SECTION 1. The chair of the nominating committee shall be elected at each annual convention and shall serve as the collector of candidate data and shall serve only one term.

SECTION 2. Not later than October 1, after the annual convention, the chair of the nominating committee shall send uniform blanks to the president of each local organization with a request for information concerning persons qualified for state offices. These blanks shall be returned to the chair of the committee not later than the mid-year board meeting. Each candidate for state office shall have the endorsement of her local organization.

SECTION 3. Each local organization sponsoring a candidate or candidates shall submit to the chair of the committee a recent photograph of the candidate or candidates and a summary, not exceeding 200 words, of such candidate's qualifications, including name, occupation, local organization endorsement, and office for which s/he is endorsed. Summaries of the qualifications of all candidates, and the offices for which endorsed, shall be compiled by the chair of the nominating committee, and shall be published in the state publication, or mailed to the local organizations at least thirty days prior to the annual convention.

SECTION 4. The committee on nominations shall be composed of the state elected chair and a member from each region, the member having been elected at the current fiscal year region conference. Each member of the committee shall be entitled to a duly authorized alternate.

SECTION 5. The committee on nominations shall meet at mid-year board meeting and shall elect a secretary, and review data for candidates for state offices, and prepare a list of nominees, one or more for each office. The nominating committee is not limited to candidate data for its nominees.

SECTION 6. The nominating committee shall meet at the annual convention and the chair shall post the names of all nominees, together with a brief statement of experience and qualifications of each, in the convention hall and at the registration desk, immediately following adjournment of the nominating committee. The report of the nominating committee shall be made at the first business session of the convention.

SECTION 7. Nominations may also be made from the floor at this session, providing the nominee has submitted the required paperwork to the nominating committee.

ARTICLE XIII ELECTIONS

SECTION 1. A president, president-elect, vice president, recording secretary, a treasurer and nominating committee chair and two (2) members of the PAC committee shall be elected by ballot at each annual convention. The recording secretary will cast the ballot in all uncontested elections.

SECTION 2. The president and president-elect shall be eligible to serve only one term in the same office. In other offices, no person shall be eligible to serve more than two consecutive terms in the same office.

SECTION 3. Only employed individuals in good standing shall be eligible for office.

SECTION 4. Only candidates who officially and publicly support the National Legislative Platform shall be eligible for election to office.

SECTION 5. A majority of all votes cast for a particular office shall constitute election.

SECTION 6. Six months or longer shall be a term of office when determining eligibility for re-election, except for the president-elect serving the unexpired term of the president.

SECTION 7. Polls shall be open during hours determined by the executive committee.

ARTICLE XIV DUTIES OF OFFICERS

SECTION 1. The president shall be the principal officer of the state federation, and shall preside at the annual convention, at meetings of the board of directors and the executive committee; shall be an ex-officio member of all committees except the nominating committee, and shall:

SECTION 4. The recording secretary shall take and record the proceedings of the annual convention, the board of directors, and the executive committee, and furnish copies to each member of the executive committee.

The retiring secretary shall transcribe and submit the minutes of the following listed meetings to the state president within thirty days of the adjournment of the annual convention:

(b) Pre-convention board of directors meeting; and

(c) Annual convention.

SECTION 5. The treasurer shall be responsible for all monies of the state federation and shall:

SECTION 6. The corresponding secretary shall carry on the correspondence of the state federation under the direction of the state president, and shall send to the national executive director the names and addresses of all state officers and the committee chairs immediately after their election or appointment; shall send to the national executive director the names and addresses of all officers and the committee chairs of each local organization in the state federation as soon as this information is obtained from the local organization.

SECTION 7. Each officer, except the treasurer, shall deliver to their successor, immediately after retiring from office, all accounts, records, books, papers and other property belonging to the state federation.

 

ARTICLE XV BOARD OF DIRECTORS

SECTION 1. The board of directors shall consist of the executive committee, region directors or their authorized representatives, presidents of local organizations or their authorized representatives, and chairs of the standing committees. The parliamentarian and corresponding secretary shall have no vote.

SECTION 2. Only employed individuals who (MOL and/or SOL) members in good standing, shall be eligible to serve on the board of directors in positions requiring election at the state level. All other members of the board of directors shall be (MOL and/or SOL) members in good standing.

SECTION 3. The board of directors shall transact business of the state federation between conventions including:

SECTION 4. Meetings of the board of directors shall be held:

SECTION 5. At the written request of the president, a vote of the board of directors may be taken by mail, which shall have the force and effect of a vote taken at a meeting.

SECTION 6. No member shall have more than one vote, and no voting by proxy shall be allowed.

SECTION 7. One-third (1/3) of the voting members shall constitute a quorum provided that two are members of the executive committee.

SECTION 8. The board of directors shall report to the convention body the business transacted by the board since the previous convention.

SECTION 9. In a state or national emergency, declared by the Governor of Arkansas, or by the President of the United States, the board of directors shall set up machinery to carry on the business of the state federation.

 

ARTICLE XVI EXECUTIVE COMMITTEE

SECTION 1. The elected officers shall constitute the executive committee. The parliamentarian and corresponding secretary shall serve without vote.

SECTION 2. The executive committee shall transact the business of the state federation between meetings of the board of directors. Specific duties shall be to:

(d) establish hours the polls shall be open for election of officers; and

SECTION 3. Meetings of the executive committee shall be held:

SECTION 4. A majority of the voting members shall constitute a quorum for a meeting of the executive committee.

SECTION 5. A vote of the executive committee may be taken by mail, by conference call, or by electronic mail at the written request of the president. Such vote shall have the force and effect of a vote taken at a meeting.

ARTICLE XVII STANDING COMMITTEES

SECTION 1. The standing committees of the state federation shall be bylaws, finance, foundation, individual development, legislation, membership, issues management, public relations and young careerist.

SECTION 2. Only individuals who are members in good standing shall be eligible to serve as chairs of standing committees.

SECTION 3. Committee chairs and members shall be appointed for a term of one year and may be reappointed. No person may serve more than three consecutive years on the same committee.

SECTION 4. The Bylaws Committee shall be composed of two appointed members, president-elect, vice president, and parliamentarian. The senior appointed member shall be chair; the terms so staggered that one member is to serve two years. This committee shall compile and submit proposed amendments to the Bylaws of the Arkansas Federation as provided in Article XXI of the Bylaws of the Arkansas Federation.

SECTION 5. The finance committee shall include a chair, the president, the treasurer, and at least one appointed member. The finance chair shall be a member ex-officio, without vote, on all committees whose programs require expenditure of monies.

It shall be the duty of the finance committee to prepare an annual budget for the state federation, to have general supervision of all expenditures, and to assist local organizations in developing a sound financial policy.

SECTION 6. The foundation chair shall promote interest in and support of the National Business and Professional Women's Foundation. The committee shall be composed of a chair and one or more members.

SECTION 7. The legislation committee shall be composed of a chair and one or more members.

The legislation committee shall prepare and present to the convention body for adoption the legislative platform.

The executive committee, the board of directors, local organizations, or the legislation committee may propose changes to the state legislative platform.

It shall be the duty of the committee to receive proposed changes to the platform and to make recommendations on all proposed changes.

The chair shall present the National Legislative Platform to the convention body for discussion and recommendations.

The committee shall implement the legislative programs adopted by BPW/USA and the state federation.

SECTION 8. The membership committee shall be composed of a chair and one or more members. It shall be the duty of the membership committee to promote, expand, stabilize and orient the membership.

SECTION 9. The individual development committee shall be composed of a chair and one or more members. It shall be the duty of the individual development committee to promote the course and develop and coordinate programs and activities for the graduates of the individual development program at the state convention.

SECTION 10. The issues management committee shall be composed of a chair and one or more members. It shall be the duty of the issues management committee to implement the program for the current year.

SECTION 11. The public relations committee shall be composed of a chair and one or more members. It shall be the duty of the public relations chair to interpret the national and state programs through available communications media; to direct press, radio and television services of the state federation; and to encourage wider use of the media.

SECTION 12. The young careerist committee shall be composed of a chair and one or more members. It shall be the duty of the young careerist committee to:

ARTICLE XVIII STATE CONVENTION

SECTION 1. The federation shall hold an annual state convention, the place and date to be determined by the board of directors.

SECTION 2. The voting body shall be any active member in good standing who has paid full registration fee.

SECTION 3. No member shall have more than one vote, and no voting by proxy shall be allowed.

SECTION 4. Voting members from at least 25% of the local organizations shall constitute a quorum.

SECTION 5. The order of business shall be determined by a program adopted at the beginning of the convention.

SECTION 6. It shall be the purpose of the state convention to:

(e) consider recommendations from BPW/USA;

ARTICLE XIX PUBLICATION

SECTION 1. The Arkansas Federation shall publish an official publication called Arkansas Business Woman.

SECTION 2. The editor of the state federation publication shall be:

SECTION 3. All funds (dues allocated, subscriptions, advertising) relative to the publication shall be handled through the office of the state treasurer. Any funds not submitted directly to the Treasurer, will be submitted to the Treasurer by the individual who received the funds, and deposited in the State Operating Fund within one (1) week of the deadline schedule of the Publication. A semi-annual report of funds from the publication will be reported at MYB and pre-convention board to the Board of Directors. The funds for the publication shall be included in the state budget.

ARTICLE XX PARLIAMENTARY AUTHORITY

The rules of parliamentary procedure comprised in the current edition of Robert's Rules of Order Newly Revised, shall govern all proceedings of the state federation, the board of directors, and the executive committee, subject to such special rules as have been or may be adopted.

 

ARTICLE XXI AMENDMENTS

SECTION 1. Amendments to these bylaws may be proposed by the board of directors, the executive committee, a region, a local organization or the bylaws committee.

SECTION 2. All proposed amendments shall be sent in writing to the state president with a copy to the bylaws chair at least ninety (90) days before the annual convention.

SECTION 3. The chair of the bylaws committee shall present all proposed amendments to the board of directors. Such amendments shall be appended to the Call to the convention.

SECTION 4. The board of directors shall review all proposed amendments. It shall determine those amendments to be presented to the convention body for consideration.

SECTION 5. An amendment properly presented to the board of directors but not approved for presentation to the convention body may be brought to the convention floor by a majority vote. Such proposed amendment shall be submitted in writing to the recording secretary at the beginning of the first business meeting and shall be read to the convention body before the close of the first business meeting. If consideration of the amendment by the convention body is not unanimous consent, then it shall be appended to the call of the next convention.

SECTION 6. Proposed amendments shall require a two-thirds vote for adoption.

SECTION 7. A unanimous vote shall be required for approval of any amendment proposed from the floor of the convention without prior consideration by the board of directors. Such amendment must be submitted in writing to the chair of bylaws committee and must be read to the convention at a meeting preceding that at which a vote is to be taken.

SECTION 8. When an amendment is adopted to national bylaws, which affects state bylaws, the state bylaws shall be automatically amended to conform.

SECTION 9. When an amendment is adopted to national or state bylaws, which affect local organization bylaws, each local organization shall automatically amend its bylaws to conform.

SECTION 10. All amendments to these bylaws, with the exception of mandatory changes, shall be sent to the national bylaws chair for review, and then forwarded to the national executive offices for filing. Any conflict shall be resolved in accordance with national federation policy and procedure.

 

ARTICLE XXII DISSOLUTION

Upon dissolution of this organization all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to a BPW state federation, a BPW district (region), a BPW local organization, the BPW Foundation, or a state BPW Foundation which has qualified for exemption under section 501(c)(3) of the Internal Revenue Code and state tax regulations. None of the assets will be distributed to any member, officer or trustee of this organization.

APPENDIX

Dues

Per delete Active change to Member of Local (MOL)

Annual Amount
Total Amount

(beyond local)

October 1, 2005 $65.00

October 1, 2006 $65.00

October 1, 2007 $70.00

October 1, 2008 $70.00

October 1, 2009 $75.00

To BPW/USA October 1, 2005 $55.00

October 1, 2006 $55.00

October 1, 2007 $60.00

October 1, 2008 $60.00

October 1, 2009 $65.00

To BPW/AR

Including:

Arkansas Business Woman

$10.00

 

Per Student add of Local (SOL) Member Annual Amount
Total Amount

(beyond local)

October 1, 2005 $19.00

October 1, 2006 $19.00

October 1, 2007 $20.00

October 1 2008 $20.00

October 1, 2009 $21.00

To BPW/USA October 1, 2005 $16.00

October 1, 2006 $16.00

October 1, 2007 $17.00

October 1, 2008 $17.00

October 1, 2009 $18.00

To BPW/(state)

Including:

Arkansas Business Woman

$ 3.00

 

Per National delete and State

Member-at-Large

Annual Amount

Total Amount October 1, 2005 $110.00

October 1, 2006 $110.00

October 1, 2007 $120.00

October 1, 2008 $120.00

October 1, 2009 $130.00

To BPW/USA October 1, 2005 $110.00

October 1, 2006 $110.00

October 1, 2007 $120.00

October 1, 2008 $120.00

October 1, 2009 $130.00

To BPW/AR

Including:

Arkansas Business Woman

Prorated to State Federations

October 1, 2005 $27.50

October 1, 2006 $27.50

October 1, 2007 $30.00

October 1, 2008 $30.00

October 1, 2009 $32.50

Delete Per State Member-at-Large

Annual Amount

Total Amount $ 0.00
To BPW/AR

Including:

Arkansas Business Woman

$ 0.00