Revised August 2011

 

Section 1-The name of this organization shall be Texas Executive Women (TEW), a non-profit corporation incorporated in the State of Texas.

Section 2-Office of TEW shall be located in the State of Texas and/or in such other localities as may be determined by the Board of Directors.

Section 1-The objectives of TEW shall be as set forth in its Article of Incorporation.

Section 1-Membership

Membership is open to women holding an executive or managerial position in a company, profession, service, trade, government or civic/cultural organization, or women who are in the process of working toward a leadership/managerial role, or women who are self-employed.

Section 2-Membership Requirements, Policies, and Privileges

A.     Executive

1.     Requirements

a.     Has held or is currently holding an executive, managerial, or professional position or is self employed/entrepreneur.

b.     Participation in community service or cultural projects.

c.     Undergraduate degree and/or equivalent professional certification.

d.     Is sponsored by an active Executive Member

e.     Will be interviewed by two (2) Executive Members.

f.      Must be approved by the Board before Executive membership is granted.

g.     Will pay full membership fee.

2.     Policies and Privileges

a.     Encouraged to attend TEW orientation.

b.     Participates in TEW events.

c.     Has the right to vote.

d.     May hold a Board position.

e.     Has access to the membership roster on the website.

 

B.     Associate

1.     Requirements

a.     Does not currently meet the Executive Membership requirements.

b.     Is working toward a leadership/managerial role.

c.     Possesses an undergraduate degree and/or equivalent professional certification.

d.     Participates in community service or cultural projects.

e.     Is sponsored by an active Executive Member.

f.      Will be interviewed by two (2) Executive members.

g.     Must be approved by the Board before Associate membership is granted.

2.     Policy and Privileges

a.     Are the same as Executive members except may not hold a Board position.

b.     Will pay half membership fee.

 

Section 3-Transfer

All memberships are personal and non-transferable,

Section 4-Removal and Termination of Membership

The Board of Directors shall be empowered to terminate the membership of any member by a two-thirds (2/3) vote when sufficient cause has been shown that continued membership in TEW is contrary to the interests and/or purposes of TEW. For any cause other than nonpayment of annual dues, termination shall occur only after the member in question has been notified in writing of reasons for the proposed dismissal and has been given a reasonable opportunity to respond. If dismissed from membership, a member may appeal the decision of the Board by giving notice of intent to appeal to the President at least ten days in advance of the next Board meeting. Members removed from membership shall not be reimbursed for any annual dues or portion thereof.

 

Section 1-Amount of Dues

The Board of Directors shall determine the amount of fees and annual dues for all members.

 

Section 2-Delinquency and Termination

Membership dues of all TEW members shall be due and payable on January 1 of each calendar year. A member whose dues remain unpaid as of February 1 shall be notified in writing of delinquency, If the dues are not received by February 15^th, a late fee will be charged. The amount will be determined by the Board. A member whose dues remain unpaid by March 1 shall automatically be dropped from membership, thereby forfeiting all rights and privileges of membership in TEW.

 

Section 3-Refunds

No dues shall be refunded to any member whose membership terminates for any reason.

 

Section 1-Meetings

There shall be a minimum of four meetings each year.

Section 2-Special Meetings

Special meetings of TEW may be called by the Board of Directors at any time.

 

Section 3-Notice of Meetings

Written notice of any meeting, regular or special, shall be sent electronicallyto the last known address of each member at least ten days in advance of said meeting.

Section 4-Voting at Meeting

A.         Any question or issue submitted to the membership at a general membership meeting shall be decided by a majority vote of the members present.

B.          Mail or electronic vote may be taken on any matter at the request of the Board of Directors. Voting shall close after the date specified on the vote, and the question or issue shall be decided by majority vote of the members who responded.

 

 

Section 1-Elected Officer

The following elected officers shall be President, a President-elect, five Vice Presidents (Program, Membership, Mentoring, Social Functions, and Communication), a Secretary and a Treasurer, all of whom shall be elected by the voting members of the general membership during a regular meeting or by email or mail.

 

Section 2-Directors-at-Large

There shall be at least two Directors-at-Large, and may be up to five.

 

Section 3 -Terms of Office

A.     All Board members shall take office on January l.

 

B.     All officers and Directors are elected for a one-year term.

 

Section 4-Eligibility for Re-election to the Same Office

President and President-elect are not eligible for re-election to the same office until at least one year has elapsed.

 

Section 1-President

The President shall:

A.     Supervise the activities of the organization.

B.     Preside at all regular and special meetings of the general membership and the Board

     of Directors.

C.     Appoint the Chairman of all standing and special committees, with the exception of the Nominating Committee.

D.    Serve ex-officio as a member of all standing and special committee, with the exception of the Nominating Committee

E.     Create and charge new committees with the approval of the Board of Directors.

F.     Keep the TEW Seal.

 

Section 2-President-Elect

The President-elect shall:

A.           Assume all responsibilities of the President in the absence of the President.

B.           Assume the office of President in the event of a vacancy in that office.

C.           Chair the Scholarship committee.

D.           Manage the condolence donations to the TEW Scholarship Fund.

E.            Chair the bylaws committee.

F.            Review the standing rules as they occur and presents to the Board for approval.

G.           Be a Member of the WOM Committee.

               

Section 3-Program VicePresident

 The Program Vice President shall:

A.     Be responsible for the selection of programs and speakers.

B.     Make all the arrangements for the meetings.

C.     Notify the members and guests of all General Membership meetings at least ten days in advance.

D.    Chair the program committee

 

Section 4-Membership Vice President

The Membership Vice-President shall:

A.     Initiate, promote and direct activities to increase membership

B.     Communicate with meeting guests and respond to requests for information about membership.

C.     Confer with sponsors of prospective members to determine the eligibility of prospective members.

D.    Chair the membership committee.

E.     Be responsible for general meeting attendance records for members and guests.

Section 5-Mentorship Vice-President

The Mentorship Vice President shall:

A.     Develop and implement the TEW Mentorship Program.

B.     Communicate all aspects of the Mentorship Program to the Board of Directors.

 

Section 6-Social Functions Vice-President

The Social Functions Vice President shall:

A.     Supervise the planning and implementation of all member social activities.

B.     Make all arrangements for the social events.

C.     Notify the members of the social activities at least ten days in advance

D.    Chair the Social Committee

        

Section 7-Communication Vice President

The Communication Vice President shall:

A.     Develop and implement a communication plan to communicate with the TEW membership and media.

B.     Coordinate website content.

 

Section 8-Secretary

The Secretary shall:

A.     Record and distribute the proceedings of all Board of Director meetings and those general membership meetings at which votes are taken.

B.        Have custody of all books and official records with the exception of financial records.

 

Section 9-Treasurer

The Treasurer shall:

A.      Be responsible, with the President, and under the direction of the Board of Directors, for the safekeeping of TEW funds in banking institutions or investments, and the preparation of an annual budget.

B.     Collect TEW dues, new member fees and other monies as directed.

C.     Disperse TEW funds as directed.           

D.    Maintain a set of books in accordance with generally accepted accounting principles.

E.     Have custody of all official financial books.

F.     Render a financial report at least once annually and at other times as requested by the            President or the Board of Directors.

G.    Present the accounting records for an annual review.

H.    Be responsible that the proper tax returns are prepared on a timely basis.

I.      Supervise the book keeping service.

 

Section 10-Directors-at-Large

Directors-at-Large shall act as liaison between the general membership and the Board of Directors. One

Director-at-Large will serve as the delegate to the Federation of Houston Professional Women.

 

Section 1-Composition

The Board of Directors shall be composed of the elected officers and the directors-at-large as described in ARTICLE VI, Sections 1 and 2.

 

Section 2-Duties and Powers

In accordance with these bylaws, the Board of Directors shall have full authority to supervise and direct the affairs of TEW, its committees and publications. Duties and powers of the Board shall include, but not necessarily be limited to, the following:

A.     Establish criteria and determine eligibility of women for membership.

B.     Approve new members.

C.     Determine the amount of new-member fees and annual dues of members.

D.    Determine the time and place of general membership meetings.

E.     Provide general supervision for the collection and disbursement of TEW monies and the investment of funds.

F.     Develop and be responsible for an annual budget.

G.    Adopt the report of the outside annual review of the accounting records.

H.    Approve the President's formation of, and charge to, all new committees.

I.      Adopt Standing Rules and Procedures, and such other rules and goals as needed to govern its own proceedings.

 

 Section 3-Meetings

There shall be a minimum of 4 meetings of the Board of Directors each year. Any member of TEW may

attend any meeting of the Board of Directors but only the members of the Board shall be eligible to vote at meetings of the Board.

 

Section 4-Quorum

The presence of 51% of the members of the Board of Directors shall constitute a quorum for any regular or special meeting of the Board of Directors.

 

Section 5-Transfer of Voting Privileges

The voting rights of an officer or a member may not be delegated to another nor exercised by proxy.

 

Section 6-Board Absences

In the event an officer is unable to attend a scheduled Board Meetings, the officer may identify a substitute to attend the meeting for purposes of providing any required report. The officer shall notify the President of the designated substitute in advance of the meeting. Absences of three consecutive Regular Board Meetings, or 50% of regular Board meetings within a six month period without providing a substitute, shall automatically be removed from the Board and the office declared vacant. At the next regular Board meeting the Secretary or any of the Board members shall bring this vacancy to the attention of the Board. The vacancy shall be filled by the Board or a motion to reinstate the former Board member may be adopted by a two-thirds vote of the Board members present using a secret ballot.

 

Section 7-Vacancies

The President-elect may fill a vacancy in the office of president, for whatever reason, automatically; a

vacancy in any other office shall be filled for the unexpired term by ballot vote of the Board of Directors.

Section 8-Compensation

Officers shall not receive any compensation for their services as officers.

 

Section 9-Removal

Any Board member may be removed for cause, including the incapacity to act, by vote of the Board of Directors, or by vote of the members at a regularly scheduled meeting, provided there is a quorum present at the meeting at which such action is taken.

 

 

Section 1-Nominating Committee

The Board of Directors will appoint a three member nominating committee, including its chair. This

committee will consist of one Past President, one Board member and one non-Board member. This committee will be appointed no later than August.

 

Section 2-Woman on the Move Committee

The President will appoint a Woman on the Move committee, including its chair with Board Approval. This committee will consist of a minimum of three members, including the President Elect and such other members as may be designated by the Board of Directors. This committee will be appointed no later than January 31^st of the current year’s Woman on the Move event.

 

Section 3-Other Committees

Except as provided in the previous section, the President shall appoint the chair of such other

committees and task forces as may deemed advisable. Duties of committees shall be specified in the

Standing Rules of Procedures, or may be assigned by the President with Board Approval.

 

ARTICLE X -MISCELLANEOUS

 

Section 1-Operation & Use of Funds

TEW shall be organized and operated exclusively within the meaning of Section 501-©-6 of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future United States Internal Revenue Law), and no part of the new earnings of TEW shall inure to the benefit of any Director, Officer, member or other private person, except that TEW shall be authorized and empowered to pay reasonable compensation for services rendered.

 

Section 2-Dissolution

Upon the dissolution of TEW, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of TEW, dispose of all the assets of TEW exclusively for purpose similar to the purposes of TEW, in such manner or to such organization or organizations under Section 5016 (6) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States' Internal Revenue Law), as the Board of Directors shall determine.

 

Section 3-Indemnification

TEW shall indemnify and hold harmless each person who is now, or shall hereafter serve as, a Director, Officer, employee or agent of TEW from and against any and all claims and liabilities, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of his or her having heretofore or hereafter been a Director, Officer, employee or agent of TEW, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such Director, Officer, employee or agent and shall reimburse each such person for all legal and other expenses (including the cost of settlement) reasonable incurred by him or her in connection with any such claim, liability, suit, action or proceedings; provided, however, that no such person shall be indemnified against, or be reimbursed for, any claims, liabilities, costs of expenses incurred in connection with any claim or liability, or threat or prospect thereof, based upon or arising out of his or her own negligence or willful mismanagement of his or her duties as such Director, Officer, employee or agent. The determination of all questions as to the existence of negligence or willful misconduct, as to the right to indemnification and reimbursement hereunder and the reasonableness of such costs and expenses may be made, and shall be final and conclusive if made, by the Board of Directors acting at a meeting at which a quorum is unaffected by self-interest (notwithstanding that other member so of the quorum present but not voting may be so affected). The rights accruing to any person under the provisions of this section shall not exclude any other right to which he or she may be lawfully entitled nor shall have, anything herein contained restrict the right of TEW to indemnify or reimburse such person in any case even though not specifically provided for herein.

 

Section 4-Non-political Status

TEW does not endorse, designate, donate or support any issues, candidate or forum. Programs of political nature must be preplanned and announced. No written or oral announcements can be made at meetings.

 

Section 5-Standing Rules

The Standing Rules of Procedure adopted by Texas Executive Women shall be considered a part of these By-Laws and shall govern the actions of this organization.

 

 

The rules contained in the current issue of Robert's Rules of Order Newly Revised shall govern the proceedings of TEW in all cases in which they are applicable and in which they are not inconsistent with these bylaws.

These bylaws may be amended or repealed by a two-thirds (2/3) vote of the members present at any Annual Meeting of TEW duly called and regularly held providing notice of such proposed changes have been sent in writing to the members thirty (30) days before such meetings, or by a two thirds vote of the members voting by a thirty (3O)-day mail or e-mail ballot.  Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of twenty percent (20%) of the members in good standing.  The Board of Directors shall present all such proposed amendments to the membership with or without recommendation.