District 12 PENNSYLVANIA FEDERATION OF BUSINESS AND PROFESSIONAL WOMEN S CLUBS, INC. Bylaws Revised February 2018 Tina Mazurik, Bylaws Chair

District 12 PENNSYLVANIA FEDERATION OF BUSINESS AND PROFESSIONAL WOMEN S CLUBS, INC. Bylaws Revised February 2018 Tina Mazurik, Bylaws Chair

INDEX ARTICLE I NAME 2 ARTICLE II MISSION 2 ARTICLE III EMBLEM 2 ARTICLE IV POLICIES 2 ARTICLE V MEMBERSHIP 2 ARTICLE VI DUES 2 ARTICLE VII FISCAL RESPONSIBILITY 3 ARTICLE VIII OFFICERS 3 ARTICLE IX NOMINATIONS 4 ARTICLE X ELECTIONS 4 ARTICLE XI DUTIES OF OFFICERS 4 ARTICLE XII MEETINGS 6 ARTICLE XIII BOARD OF DIRECTORS 7 ARTICLE XIV EXECUTIVE COMMITTEE 7 ARTICLE XV STANDING COMMITTEES 7 ARTICLE XVI SPECIAL COMMITTEES 10 ARTICLE XVII PARLIAMENTARY PROCEDURE 11 ARTICLE XVIII AMENDMENTS 11 ARTICLE XIX DISSOLUTION 11 1

PENNSYLVANIA FEDERATION OF BUSINESS & PROFESSIONAL WOMEN S CLUBS, INC. DISTRICT 12 BYLAWS ARTICLE I NAME The name of this organization shall be the District 12 of the Pennsylvania Federation of Business and Professional Women s Clubs, Inc., known as and hereinafter referred to as BPW/PA. ARTICLE II MISSION The mission of this district 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 This District shall be nonsectarian, nonpartisan and nonprofit. The mission, objectives and policies and procedures of BPW/PA as applicable shall in every case also be the mission, objectives and policies and procedures of this District. ARTICLE V MEMBERSHIP District 12 shall be composed of local organizations in good standing located within the boundaries defined by BPW/PA. A local organization that has allowed its membership in the Federation to lapse for a period of a full year or more, may be reorganized providing it meets the requirements of BPW/PA for organizing a new organization. ARTICLE VI DUES Dues for each local organization are Three Dollars ($3.00) per member based on the June 30 membership figures as received from the State Federation Office. District dues must be paid to the District Treasurer by October 1 for local organization members to be eligible to vote at District Meetings and to receive award recognition at the BPW/PA Convention. 2

ARTICLE VII FISCAL RESPONSIBILITY The fiscal year shall commence on the first day of July and shall end on the thirtieth day of June of the succeeding year. An Auditing Committee of three members shall be appointed at the Spring District Meeting. The committee shall audit the Treasurer s records within fifteen (15) days after the close of the Treasurer s term of office and shall report to the District at the Fall District Meeting. ARTICLE VIII OFFICERS The elected officers shall be a District Director, an Assistant Director, a Recording Secretary, and a Treasurer. The appointed officers shall be a Corresponding Secretary and a Parliamentarian. Eligibility Only individuals who are members in good standing shall be eligible for elective or appointive offices. The District Director and Assistant Director must be employed. Only individuals who have served as Local Organization President shall be eligible for the offices of District Director or Assistant Directors. A current Local Organization President shall not be eligible to serve as a District Officer. Term of office The term of office shall be one year. Officers shall assume their duties on July first and shall serve for one year and/or until successors are duly elected or appointed. No officer shall be eligible to serve more than two consecutive terms in the same office; anyone who serves a major portion of a term shall be considered to have served a full term. Vacancies Whenever a vacancy occurs in the office of District Director, the Assistant Director shall succeed to the office and shall serve the remainder of the term of office. A vacancy occurring in any other office shall be filled by the Executive Committee. 3

ARTICLE IX NOMINATIONS Section 5. Section 6. A Nominating Committee consisting of three (3) members shall be elected at the Fall District Meeting. The District Director shall designate one of the three to serve as chair of the committee. No member may serve two consecutive terms on this committee, and no two members may be from the same local organization. At the same meeting, three (3) alternates shall be elected. No two alternates may be from the same local organization. The chair of the committee shall send a letter to all local organizations no later than November 15 requesting endorsement of persons qualified for office. The Nominating Committee shall consider the qualifications of all candidates proposed by local organizations, individuals, or members of the nominating committee. Names submitted for the consideration of the committee must be received by the committee by January 1. The committee shall submit the names of all qualified candidates. The report of the committee shall be included in the Call to the Spring District Meeting. Additional nominations may be made from the floor. No name shall be placed in nomination without the consent of the nominee. ARTICLE X ELECTIONS Election shall be by ballot at the Spring District Meeting. A plurality shall elect. If there is but one candidate for any office, the election may be by voice vote. ARTICLE XI DUTIES OF OFFICERS The District Director shall be the principal officer of the District and shall: represent the District on the State Board of Directors; issue a Call to the District Meetings; preside at all meetings of the District, the Board of Directors and the Executive Committee; be responsible for the welfare of the organizations in the District and be ready to assist and advise; 4

(e) (f) (g) (h) (i) (j) (k) (l) make the following appointments, with the approval of the Executive Committee: Corresponding Secretary, Parliamentarian, Standing Committee Chairs and Special Committee Chairs (Auditing, Committee to Approve Minutes, etc.); serve as ex-officio member of all Committees except the Nominating Committee; bring to the attention of the District all pertinent information from BPW/PA; sign all orders for disbursements of funds by the Treasurer; make at least one official visit at a regular meeting of each Local Organization during the year; be responsible for transferring District files to the incoming District Director; inform the Assistant Directors of plans and programs of the District; perform such other duties as required by the office of the District Director. The Assistant Director shall: perform the duties of the District Director in the absence of the Director; become District Director for the unexpired term in case of death, resignation or incapacity of the Director; perform any specific duties as are assigned by the District Director and/or Board of Directors. The Recording Secretary shall: (e) prepare and conduct the roll call at District Meetings; keep a permanent record of the proceedings of any meetings of the District; submit, within fifteen (15) days, a preliminary draft of the minutes to each of the three (3) members appointed to approve the minutes; prepare minutes for distribution immediately upon receiving approval from any two (2) members of the committee approving the minutes; distribute the minutes as determined by the Executive Committee. The Treasurer shall: 5

receive District dues and other funds of the District and report thereon at all meetings; pay all unbudgeted bills upon the written authorization of the District Director; serve as a member of the District Finance Committee; present books to the Auditing Committee immediately after June 30; (e) (f) deliver to successor, within seven (7) days after the completion of the audit, all books, records and papers, requesting receipt thereof; file form 990, if required under law, with the Internal Revenue Service and Pennsylvania Department of Revenue annually, within the time requirements of the tax laws, on the basis of the District s fiscal year ending June 30. Section 5. The Corresponding Secretary shall conduct correspondence as requested by the District Director, and shall assume such other duties as are assigned by the District Director. ARTICLE XII MEETINGS Section 5. Section 6. Section 7. The regular meetings of the District shall be held in the Fall and Spring at a time and place as determined by the District Director. The Spring District Meeting must be held not less than four (4) weeks prior to the State Convention. The Spring meeting shall be designated the annual meeting, for the purpose of electing officers, presenting reports, and any such other business as may arise. A special meeting of the District may be called by four (4) members of the Executive Committee, and shall be called upon written request of a majority of the Local Organizations in the District. The Call to District Meeting shall be issued by the District Director at least thirty (30) days prior to the meeting. Voting Body: Meetings of the District shall be open to all Local Organization members and all members in good standing shall be entitled to vote. Quorum: Fifteen (15) voting members shall constitute a quorum. Voting: No member shall have more than one (1) vote, and no voting by proxy shall be allowed. 6

ARTICLE XIII BOARD OF DIRECTORS Composition: The voting members of the Board of Directors shall be the Officers, Standing and Special Committee Chairs, Local Organization Presidents, and Past District Directors in good standing. Meetings: A regular meeting shall be held following the State Summer Board of Directors Meeting. Special meetings may be called by the District Director. Quorum: A quorum shall consist of seven (7) members, of whom at least three (3) shall be Officers. Voting: No member shall have more than one (1) vote, and no voting by proxy shall be allowed. ARTICLE XIV EXECUTIVE COMMITTEE Section 5. Composition: The Executive Committee shall be composed of the Elected and Appointed Officers of the District. The Parliamentarian may attend, but shall have no vote. Duties: The Executive Committee shall conduct the business of the District in the interim between Board and District Meetings. Meetings: The Meetings shall be called at the discretion of the District Director. Quorum: A quorum shall be three (3) members. Voting: No member shall have more than one (1) vote, and no voting by proxy shall be allowed. ARTICLE XV STANDING COMMITTEES Section 1: The Standing Committees of this District shall be Bylaws, Finance, Foundation, Individual Development, Issues Management, Legislation, Membership, Public Relations and Young Careerist. Eligibility: No member shall be eligible to serve as a District Standing Chair and as a Local Organization President at the same time. Only individuals who are active members in good standing, shall be eligible to serve as Standing Committee chairs. 7

The Bylaws Chair shall: Prepare amendments to or a revision of the bylaws for presentation to the Board of Directors for consideration and to the District Meeting for action; (e) Forward adopted bylaws amendments or a revision to the BPW/PA Bylaws Chair to assure there is no provision in conflict with the BPW/PA bylaws; Forward to the BPW/PA Bylaws Chair proposed amendments to the BPW/PA Bylaws by March 1 st ; Advise Local Organizations of all mandatory changes in District and BPW/PA Bylaws; Supervise the revision of Local Organization Bylaws when required by BPW/PA. The Finance Committee is composed of a chair, who presides at all meetings of the Committee. The District Director and the Treasurer are ex-officio members. It shall be the duty of the Finance Chair and Committee to: Prepare and present a budget for adoption at the Fall District Meeting. Evaluate the financial status of the District and make necessary recommendations; Collect and send to the BPW/PA Finance Chair copies of all Local Organization and District Budgets by the deadline specified. Section 5. The Foundation Chair shall: Disseminate special information concerning the BPW Foundation and the PA BPW Foundation to Local Organizations; Encourage Local Organizations to contribute to the Foundations; Encourage Local Organizations to submit entries for the Grace B. Daniels Foundation Award and forward entries to the PA BPW Foundation Chair. Section 6. The Individual Development Chair shall: Orient Local Organizations about Individual Development; Promote the use of the Individual Development Program; Coordinate Individual Development activities at the District level; Arrange for a speak-off at the Spring District Meeting to select a winner to participate in the BPW/PA Speak-off; 8

(e) Forward appropriate information about the District winner to the BPW/PA Individual Development Chair by the deadline. Section 7. The Issues Management Chair shall: Keep Local Organizations informed of program possibilities; Encourage use of the BPW/PA Theme as a guideline for Local Organization programs; Encourage Local Organizations to submit entries in the BPW/PA Issues Management contests; Collect and forward entries for the contests to the BPW/PA Issues Management Chair by the deadline. Section 8. The Legislation Chair shall: Disseminate information on pending legislation pertaining to women to the Local Organizations; Encourage Local Organizations to actively support legislation endorsed by BPW/PA; Encourage Local Organizations to submit entries in the BPW/PA Legislative contests; Collect and forward entries for the BPW/PA Legislative contests to the BPW/PA Legislation Chair by the deadline. Section 9. The Membership Chair shall: (e) Encourage Local Organizations to promote, expand and orient the membership; Provide suggestions for obtaining and retaining new members; Recognize Local Organizations at a District Meeting who have increased membership; Recognize individuals receiving BPW/PA awards for obtaining new members; Encourage Local Organizations to investigate areas for expansion. Section 10. The Public Relations Chair shall: Prepare for release to news media within the District articles concerning District activities; 9

Encourage Local Organizations to effectively use the news media and to submit entries for the BPW/PA news service contests; Conduct the District News Service Contest and send entries to the BPW/PA Public Relations Chair to be entered in the BPW/PA contests by the deadline. Section 11. The Young Careerist Chair shall: Encourage Local Organizations to participate in the Young Careerist Contest; Conduct the Young Careerist Contest on the District level at the Spring District Meeting and secure judges; Ensure participants meet the established criteria; Forward proper information about the District winner to the BPW/PA Young Careerist Chair by the deadline. ARTICLE XVI SPECIAL COMMITTEES The Special Committees of the District shall be Historian, Reporter to THE KEY, MATHCOUNTS Chairs, Adventure in Reality Chairs, Barbara J Myers-Ciccone Memorial Scholarship Chair, and Barbara J Myers-Ciccone Fundraising Chair and such others that may be determined by the Executive Committee. Eligibility: Individuals who are active members in good standing, shall be eligible to serve as Special Committee chairs. The District Historian shall: Collect copies of Local Organization histories following procedures specified by the BPW/PA Historian and forward them by the specified deadline; Prepare the District history including information as specified by the BPW/PA Historian and forward by the specified deadline. The Reporter to THE KEY shall: Encourage Local Organizations to submit articles to THE KEY; Forward to THE KEY editor articles submitted by Local Organizations according to the specified deadlines; Prepare and submit to THE KEY editor articles about special District activities according to the specified deadlines. 10

Section 5. The Education and Service Funds Chair Disseminate information about BPW/PA Projects and Funds to the Local Organizations; Encourage Local Organizations to contribute to BPW/PA projects and funds; Conduct any other drives for special funds sponsored by BPW/PA. ARTICLE XVII PARLIAMENTARY PROCEDURE The rules of parliamentary procedure comprised in the current edition of ROBERT S RULES OF ORDER NEWLY REVISED shall govern all proceedings of the District, the Board of Directors, and the Executive Committee, subject to such special rules as have been or may be adopted. ARTICLE XVIII AMENDMENTS Section 5. Amendments to these Bylaws may be proposed by the Board of Directors, the Executive Committee or a Local Organization, or a committee appointed for that purpose. Proposed amendments shall be sent in writing to every Local Organization thirty (30) days prior to the District Meeting. These Bylaws may be amended by a two-thirds vote of the members present and voting at the District Meeting. The final adoption by the District of amendments to or revision of these Bylaws shall be contingent upon the approval of the State President. When an amendment is adopted to the BPW/PA Bylaws, which affects District Bylaws, the District shall automatically amend its Bylaws to conform. Any conflict shall be resolved in accordance with BPW/PA policies and procedures. ARTICLE XIX 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 the Pennsylvania Federation, a District, a BPW local organization, the PA BPW Foundation, or a Pennsylvania Federation Fund that has qualified for exemption under Section 501(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. 11