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Woman's Club

Bylaws of the Woman's Club of Washington University in St. Louis

AMENDED by The Club's Constitution Committee February 14, 2011. REVISED and APPROVED by the General Counsel of Washington University February 24, 2011. REVISED and APPROVED March 7, 2011 by the Board of The Club. Ratified by the membership March 26, 2011.

  • ARTICLE I
    NAME

    The name of this organization shall be "The Woman's Club of Washington University," hereafter also known as The Club.

  • ARTICLE II
    MISSION

    The mission of The Woman's Club of Washington University is to advance the educational and outreach programs of Washington University. We offer a welcoming environment. We encourage friendships and inclusiveness. We create opportunities for education, growth, and stimulation. We promote service to the Washington University community.

  • ARTICLE III
    POLICY

    The policies of the Club shall be in harmony with the policies of Washington University, as determined by its Charter, its Board of Trustees, and its Chancellor. The Club shall be governed by these Bylaws and Standing Rules.

  • ARTICLE IV
    MEMBERSHIP
    • Section 1. Members

      Upon payment of membership contributions, voting members shall consist of

      1. Members of the Washington University faculty, administration or staff
      2. Spouses or partners of existing, retired, or deceased members of theWashington University faculty, administration, or staff
      3. Alumnae or alumni of Washington University
      4. Post-doctoral or graduate students at Washington University
      5. Friends of Washington University
      6. Honorary members Women Chancellors or former women Chancellors, the spouse of theChancellor, spouses of former Chancellors, current wives of members of theBoard of Trustees, and women who are currently members of the Board ofTrustees shall be honorary Members. Club members of 50-year standing become honorary Members.
  • ARTICLE V
    MEMBERSHIP CONTRIBUTION

    The Club's fiscal year shall be July 1 to June 30. The membership contribution and rules shall be set by the Board.

  • ARTICLE VI
    MEMBERSHIP MEETINGS
    • Section 1. Regular Meetings

      Regular Meetings shall be held between September and May with a minimum of four (4) events per year. All luncheons, to which the entire membership is invited, shall qualifyas Regular Meetings.

    • Section 2. Annual Meeting

      An Annual Meeting shall be held. The Officers of the Executive Committee for the ensuing year shall be elected and installed.

    • Section 3. Quorum

      Ten percent (10%) of the voting membership shall constitute a quorum at a Regular Meeting.

  • ARTICLE VII
    BOARD OF DIRECTORS
    • Section 1. Board of Directors

      The full Board of Directors shall consist of the Executive Board, Chairs of Standing Committees, and Chairs of ad hoc committees. The Executive Board shall be the governing body of the Club. It shall be empowered to direct the affairs of the Club andshall transact all necessary business.

    • Section 2. Executive Board

      The Executive Board shall be the Officers of the Club. The Executive Board of the Club shall be composed of the President, Finance Chair, Recording Secretary and four Directors of Operations, one of whom shall be PresidentElect. The Immediate Past President shall be an honorary, non-voting member.

    • Section 3. Term of Office

      The Executive Board shall be elected to serve for a minimum period of one (1) year withthe exception of the Finance Chair who shall serve for a minimum of two (2) years. The President Elect shall, by accepting that office, agree to serve the following year asPresident. The President shall serve a minimum of one (1) year and a maximum of two (2) consecutive years.

    • Section 4. Meetings

      Meetings of the full Board shall be held twice during the academic year. Meetings of theExecutive Board shall be held each month, excluding June, July, and August. Meetings may be omitted or postponed at the discretion of the President.

    • Section 5. Special Meetings

      Special meetings may be called by the President, or at the request of five members ofthe Full Board upon three (3) days notice.

    • Section 6. Quorum

      At Executive Board meetings, which total seven (7) voting members plus one (1) nonvoting member, five (5) voting members shall be considered a quorum.

    • A quorum of the full Board for the transaction of business shall consist of not less thaneight (8) members. This shall include four (4) members of the Executive Board. Thereshall be no voting by proxy.

    • Section 7. Old/New Board Meeting

      The Old/New Board Meeting shall be held after the Annual Meeting. At this time all the Old Board members shall submit written reports for the year to the President, who shallprepare them in a single book for the Archivist to submit to the University Archives. TheOld Board shall submit copies of year-end reports, including a current job description,to the New Board.

  • ARTICLE VIII
    DUTIES OF OFFICERS
    1. President

      The President shall be the Executive Officer of the Club. She shall preside at allmeetings and shall perform all duties usually devolving upon the president of anorganization. She shall supervise the management of the affairs of the Club. She shall prepare and present a written agenda for all meetings to the Board and send notificationof Board meetings to Board members.

      She shall fill vacancies on the Board and may create new committees subject to theapproval of the Board. She shall facilitate the appointment of Standing CommitteeChairs made by the appropriate Director of Operations. She shall appoint a member of the Executive Committee to serve as Parliamentarian. This member shall serve as advisor of parliamentary procedure to the President and other members of the ExecutiveBoard. The Parliamentarian shall record any Board decisions affecting the Standing Rulesand attach them to the rules at the end of the academic year.

    2. President-Elect

      The President-Elect shall assume all duties of the President in her absence or inability toact, and shall perform such other duties as the President or the Board may direct.

    3. Directors

      The Directors in various areas shall lead and manage a group of Committees pertainingto areas of operational activity of the Club.

    4. Finance Chair

      The Finance Chair shall serve as a liaison between the assigned Washington Universityaccountant (Treasurer) and the Board. She shall be prepared to report at all regular Board meetings. She shall chair the Finance Committee, which shall prepare an annual Budget for approval by the Executive Board. The Finance Committee shall be composedof the President, Director of Educational Programming, Director of Communications, theImmediate Past President, and Treasurer(s).

      The Treasurer(s) shall be an accountant(s) appointed by Washington University and anhonorary member(s) of the Club. As University employee(s), the Treasurer(s) shall workwithin the Washington University system to collect and dispense all money due the Cluband shall keep an accurate record of all money received and disbursed.

    5. Recording Secretary

      The Recording Secretary shall keep the minutes of meetings of the Board. She shall supply the Board with a copy of the minutes within ten (10) days following each meeting.

    6. Immediate Past President

      The retiring President assumes the position of Immediate Past President and shall be anex-officio member of the Executive Board. She is accorded all its privileges, with theexception of voting, on matters brought before the Board.

  • ARTICLE IX
    NOMINATIONS AND ELECTIONS
    • Section 1. Nominations

      By the end of January the President shall appoint a Nominating Committee Chair and askher to appoint a committee of at least six (6) members. This committee is to include the President, the President Elect, and at least three (3) members at large. The NominatingCommittee shall seek nominations from the Club membership and present a slate ofnominees to the Executive Board: President Elect, four Directors, Recording Secretary,and Finance Chair for consideration and acceptance at the March Executive BoardMeeting.

    • Section 2. Elections

      The Nominating Committee shall present the Board-approved slate of nominees to theMembers via the Club Newsletter published prior to the Annual Meeting. Elections shall take place at the Annual Meeting. A vote of the majority of those present at the Annual Meeting and eligible to vote shall be necessary for election. The new officers shall assume their duties at the Old/New Board Meeting.

  • ARTICLE X
    COMMITTEES AND INTEREST SECTIONS
    • Section 1. Committees

      Committees to carry out the duties of the Board shall be established as follows:

      The President shall be empowered to appoint Standing Committees and other (Ad hoc)committees to respond to the needs of The Club, subject to approval of the ExecutiveBoard. Each committee shall have a Chair. Each chair may appoint members to help with the charge of the committee.

    • Section 2. Interest Sections

      Interest Sections assemble members within the Club with special interests. They mayconvene upon application to the Director of Educational Programming and approval bythe Executive Board. The work of all interest sections shall be integrated with that of theClub and governed by these Bylaws.

      The Director of Educational Programming shall be the coordinator of all such groups.She is encouraged to visit sections once during her term. Members of each interest section shall elect a chair of each section. Interest Sections must maintain their own financial viability.

  • ARTICLE XI
    RULES OF ORDER

    Robert's "Rules of Order" shall be the parliamentary authority of all matters of procedurenot specifically covered by these.

  • ARTICLE XII
    AMENDMENTS

    The Bylaws may be amended at any Regular Meeting at which a quorum is present by atwo-thirds vote of those present and entitled to vote. The proposed amendments shallhave been submitted in writing to all members at least ten (10) days prior to the date ofthe meeting at which the amendment is to be considered.

    The Board shall have the power to amend the Standing Rules (PDF) through a majority vote ofthe full Board.

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