International Women’s Forum Palm Beach Inc. By-laws

ARTICLE I

NAME, PRINCIPAL OFFICE AND PURPOSE

Section 1.  Name.  The name of this corporation is International Women’s Forum Palm Beach Inc. (“IWF-PB”), a Florida not-for-profit corporation.

Section 2.  Principal Office.  The principal office of the corporation is 6342 North Via Venetia, Delray Beach, FL 33484, or such other places within Palm Beach County as shall be selected by the Board of Directors from time to time.

Section 3.  Purpose.   The purpose of IWF-PB is to bring together women of diverse backgrounds and significant accomplishments and provide them with a forum for the exchange of ideas and experiences. The IWF-PB will provide a platform for discussion of issues of mutual concern in the State of Florida and a vehicle for the dissemination of their perspectives.

ARTICLE II

RECORDS AND FISCAL YEAR

The corporation’s fiscal year shall begin on July first (1^st) and end on June thirtieth (30^th) of the subsequent year.

Official records of IWF-PB, including books and records of membership, financial accounts of the activities and transactions, and copies of the minutes of the meetings of the board of directors and all general membership meetings shall be kept by an officer of the board. By resolution of the board, part or all of this recordkeeping responsibility may be assigned to an outside administrator, operating under a written contract.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Duties and Powers: The direction and management of the affairs of the IWF-PB shall be vested in the Board of Directors, who shall have complete discretion to determine or authorize all attendance requirements, expenditures, disbursements or distributions to be made in carrying out the purpose of the IWF-PB.

Section 2.  Number and Term of Office.  The Board of Directors shall consist of the Officers and up to ten (10) additional Directors but no fewer than four (4).   In addition, the most recent past president of the Forum may serve on the Board of Directors in an ex officio capacity or be eligible for election to a different officer role. The composition of the Board shall to the extent possible, reflect the diversity of the IWF-PB organization. Directors shall serve a one-year term and shall take office upon their election.  Directors may not serve more than two consecutive one-year terms. If a member fills a vacancy on the Board for the unexpired term of a resigning director, that service shall not be deemed to constitute a “term” for purposes of this limitation. Directors may be re-elected to the Board after at least one year off the Board.  Nominations for board membership may be made by the Governance Committee or by the general membership in writing to the Governance Committee chair.

Section 3.  Meetings.  The Board shall hold meetings as deemed necessary by the President of the board or on advice of the majority of officers of the Board, provided the board shall meet at least four (4) times each fiscal year.

Section 4.  Notice.  Notice of the time, date and place of any meeting of the Board shall be provided to each director by email or US Mail at least 7 days prior to any meeting.

Section 5.  Quorum and Manner of Acting.  At all meetings of the Board of Directors, one half (1/2) of the number of board members in office shall constitute a quorum for conducting business.  At board meetings where a quorum is present, a majority vote shall constitute an act of the board.  Directors may participate in any meeting of the board by means of a conference telephone or other communications technology by which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 6.  Voting.  Each board member shall be entitled to cast one vote on all matters.  Said vote shall not be exercised by proxy.

Section 7.  Director Action Without A Meeting.  Any action required to be taken at a meeting of the directors or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, is signed by all the directors entitled to vote or all the members of the committee, as the case may be, if filed in the minutes of the proceedings of the board or of the committee.  Such consent shall have the same effect as a unanimous vote.

Section 8.  Removal.  Any director or officer may be removed from office at any time with or without cause, by an affirmative vote of two-thirds (2/3rds) of the directors present at a duly noticed meeting of the Board.  Any director may resign at any time by delivering written notice of resignation to the President.

ARTICLE IV

OFFICERS

Section 1.  Officers.  The officers of the corporation shall be directors and shall  consist of the President, President-Elect, Vice President, Secretary and Treasurer. The term for each office shall be for one year, commencing from date of the next fiscal year following the election at the annual meeting and officers shall be eligible for re-election for up to one (1) additional consecutive term. Following a one-year hiatus, a director may be nominated for re-election to a previously held office.

Section 2.  Duties.  The officers shall have the following duties:

• President: The President shall be chief officer of the organization and shall preside at all meetings of the Board of Directors and all meetings and is a non-voting member of all committees. The President shall determine the agenda for all meetings of the Board and shall execute, or cause to be executed by delegation, all documents and instruments on behalf of the corporation.  The President shall appoint committee chairs.
• President-Elect: The President-Elect shall be the presumptive next President following either of the expiration of the President’s term for which there is no re-election, term-limit of the President in that office, or resignation of the President.  The President-Elect will work closely with the President and utilize this office as orientation to the role of President to ensure a smooth transition to the office of President.
• Vice President: The Vice President shall work closely with the President and in the absence of the President and President-Elect will assume and carry out all powers and function of the President.
• Secretary: The Secretary shall maintain all minutes of the meetings, see that meeting notices are duly given as required, and be the custodian of the corporate records of the IWF-PB organization.  The Secretary shall perform such other duties as from time to time may be assigned by the President of the Board of Directors.
• Treasurer: The Treasurer shall have general charge of all money and other property belonging to the corporation, shall disburse the same under the direction of the Board of Directors, and shall keep an accurate account of same.  The Treasurer shall be responsible for the preparation of fiscal reports and annual budgets as requested but at least annually at the first meeting following the annual meeting.  Some or all of these tasks may be assigned to an outside administrator that is operating under a written contract as approved by the board of directors.

Section 3.  Delegation of Duties.  In the case of the absence or inability of any officer to act in her capacity, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director whom it may select.

Section 4.  Vacancy in Office.  Any vacancy in any office because of death, resignation, removal or disqualification may be filled by majority vote of a quorum of the directors present.  Except as provided by law, the Board of Directors may delegate the powers or duties of any officer to any director.

Section 5.  Removal of Officers.  The Board of Directors shall have the power to remove any officer with or without cause by an affirmative vote of two-thirds (2/3rds) of the directors present at a duly noticed meeting of the Board.

ARTICLE V

COMMITTEES

Section 1.  Executive Committee.  The Executive Committee shall be composed of the officers of the Corporation and shall conduct the business of the Corporation between meetings of the Board and recommend policies and render advice to the Board.  The Secretary shall record the minutes of the Executive Committee and shall provide a copy of such minutes to each director.

Section 2.  Standing Committees.  In addition to the Executive Committee, the Corporation shall have the following Standing Committees:  Finance Committee, Governance Committee, Membership Committee, Program Committee, and any other committees the President deems appropriate.  Committee chairmanships shall be appointed by the President.  Committee chairs, in concert with the President, shall appoint committee members.  Committee chairs and committee members shall serve a one-year term and are eligible for re-appointment for a maximum of two consecutive one-year terms.  Chairs and members may be reappointed to serve on the same committee following a one-year hiatus.  Notwithstanding this service limitation, committee chairs and members may be appointed to serve in other capacities and/or on other committees at the discretion of the President.

Article VI

MEMBERSHIP

Section l.  Number of Members. The maximum number of members shall be determined by the whole membership, but not to be fewer than 20.

Section 2. Eligibility. Persons who reside or work in the State of Florida and have achieved prominence in their field shall be eligible for nomination for membership in the IWF-PB.

Section 3. Selection of Members. Members shall be nominated by the Membership Committee comprised of no fewer than three (3)  members of IWF-PB appointed by the President and approved by the Board.  The Nominating/Membership Committee will perform due diligence regarding each prospective new member, utilizing the IWF Guidelines established by IWF Headquarters in Washington, D.C.  A new member will be accepted for membership by a majority vote of the Board.

Section 4. Membership Dues. The annual dues for membership in IWF-PB shall be established by the IWF-PB Board of Directors and are payable upon election as a member and thereafter on an annual basis.

Section 5. Failure to Pay Dues. Failure to pay dues within 60 days of a past due notice by the Treasurer may result in dismissal from the organization. Any member dismissed for the nonpayment of dues may be reinstated within (2) years from dismissal upon receiving a vote for reinstatement by a majority of the Board of Directors voting at the meeting at which reinstatement is considered.

Section 6.  Regular Meetings of Membership: There shall be at least two meetings of the membership per year as designated by the Board.

Section 7. Special Meetings: Special meetings of the membership may be called for any purpose by the Board of Directors at a time, date and place designated by them, with notice to the membership. The purpose of such meeting shall be stated in the meeting notice.

Section 8.  Notice of Meetings.  Written notice of the time, date and place of any meeting of the membership shall be provided to all members by email or US mail at least 7 days prior to said meeting.

Section 9. Voting.   All members in good standing shall be entitled to vote to elect the Board of Directors at the Annual Meeting, which shall be held as determined by the Board of Directors. The names of all nominees to the board of directors shall be sent by email or US Mail to members at least 7 days prior to the Annual Meeting. Each member shall be entitled to cast one vote for each office or issue presented for voting.  Voting shall not be exercised by proxy.

Section 10. Quorum.  One third of the number of members at any given time shall constitute a quorum for conducting business. At membership meetings where a quorum is present, a majority vote shall constitute an act of the membership.

ARTICLE VII

FINANCIAL AFFAIRS OF THE CORPORATION

Section 1. Documents:   All contracts, promissory notes and other evidences of indebtedness of the corporation shall be signed on behalf of the corporation by the President, or her designee, after an action by the Board. All checks, drafts and other orders for the payment of money out of the funds of the corporation may be signed on behalf of the corporation by the Treasurer, President or designated Agent.

Section 2. Bank Accounts.  All funds of the IWF-PB shall be deposited to the credit of the IWF-PB in a general or special account in such banks, trust companies, or other depositories as the Board of Directors may from time to time select.  For the purpose of such deposit, the Treasurer, and other officer or officers, agent or agents, to whom such power may be delegated by the Board of Directors may endorse, assign, and deliver for deposit any check, drafts or other orders for the payment of money which are payable to the order of the IWF-PB.

ARTICLE VIII

AMENDMENTS

The Board of Directors shall have the power to amend, revise, repeal or rescind these By-Laws by an affirmative two-thirds (2/3rds) vote of members of the Board present at any meeting of the Board provided that notice of the proposed alteration has been given by email or US Mail at least 7 days prior to the meeting at which the vote is taken.

ARTICLE IX

INDEMNIFICATION

The IWF-PB shall indemnify any Director, Officer, employee or other agent of this Corporation who is acting on behalf of IWF-PB and within the scope of her duties against expenses, judgment, fines, settlements, and other amounts, including, without limitation, legal costs and fees for trial court and any appeals there from, actually and reasonably incurred in connection with any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative, from time to time existing. The IWF-PB shall maintain appropriate Directors and Officers Liability Insurance to provide the above stated indemnity. Such indemnification is exclusive of any other indemnification to which any person is entitled under any statute or agreement.

ARTICLE X

The forgoing updated Bylaws have been duly adopted by the Board of Directors of The International Women’s Forum Palm Beach, Inc. on March 1, 2021.

The International Women’s Forum Beach, Inc.

BY:  Judith Mitchell, Secretary DATE: March 1, 2021