NWSA CORPORATE BYLAWS (PAGE 1)

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Table of Contents

Contents Page I		Contents Page 2		ContentsPage 3
Article I.	Name	Article VII.	Governing Council	Article X.	Constituent Groups
Article II.	Purposes	Article VIII.	Association Leadership	Article XI.	Elections and Terms
Article III.	Program	Article IX.	Committees	Article XII.	Rules of Operation
Article IV.	Membership			Article XIII.	Compensation
Article V.	Membership Assembly			Article XIV.	Indemnification and Insurance
Article VI.	Delegate Assembly			Article XV.	Records
				Article XVI.	Amendments

Article I.  Name

The name of the corporation shall be The National Women's Studies Association, Inc., hereafter referred to as “NWSA.”

Article II.  Purposes

The corporation is organized and shall be operated exclusively for charitable and educational purposes as may qualify it for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or its successor provisions.

Said charitable and educational purposes include actively supporting and promoting feminist education, and supporting feminists involved in that effort at every educational level and in every educational setting.

NWSA is a professional organization dedicated to leading the field of women's studies, as well as its teaching, learning, research, and service wherever they be found.

Our members actively pursue a just world in which all persons can develop to their fullest potential – one free from ideologies, systems of privilege or structures that oppress or exploit some for the advantage of others.  In support of their work, we believe:

• Women's studies are vital to education; Women’s studies are comparative, global, intersectional, and interdisciplinary;
• Scholarship, activism, and teaching are inseparable elements of a single whole.

We are further committed to a vision of education and scholarship that includes:

• Faculty, students, centers, other campus organizations, and community scholars;
• The exchange of regional, national, and international scholars; and
• Critical reflection and dialogue among community organizations on the social meaning and use in women's and gender studies broadly conceived.

We serve our members through publications, convening meetings, professional development activities, and support of scholarship that transforms knowledge of women and puts that knowledge into practice.  As such, we lead the field of women’s studies in educational and social transformation.

Article III.  Program

The program of the Association aims to make manifest and put into action the Association’s purpose as stated in these bylaws.  The areas of activity listed below, and others appropriate to the Association, may be developed by the governing bodies of NWSA. 

• Outreach, public information, and communication;
• Research and research dissemination;
• Curriculum and program development, evaluation, and consultation; and
• Programs that address the needs and interests of members, such as leadership training, skills development, professional development, or anti-oppression education. 

Article IV.  Membership

A. Qualification.  Membership in the organization shall be available to individuals and groups involved in feminist teaching, learning, research, administration, activism, and service provided they accept the mission of NWSA and pay the currently stipulated membership dues unless specifically waived.

B. Dues.  The Governing Council (GC) shall determine dues of membership in the Association.  The GC may adjust or waive dues upon specific petition of hardship.

C. Classes.  There shall be two (2) classes of membership:

1. Individual.  Individuals who support the purposes of the Association. 
   
2. Institutional.  Academic or community-based programs, institutions, groups, and organizations that support the purposes and programs of NWSA.  Institutional members are required to have some form of policy-making or advisory board, or an administrator recognized by a college or university.   

D. Rights.  Only individual members in good standing may vote, hold office within the Association, or present at the national conference except under specific invitation from the national conference committee or exceptional circumstances, at the discretion of the GC.

E. Duty.  It is the duty of all members to promote the interests and well-being of NWSA.

F. Term.  The term of association membership shall be one (1) year renewable at the end of the term provided the member continues to qualify for membership and has paid annual dues. Annual membership begins January 1 and ends December 31, regardless of when dues are paid.

G. Resignation.  A member may resign at any time provided said resignation is in writing, addressed to the GC.  A resignation is effective upon receipt by the Association.  Dues will not be refunded.

H. Expiration.  Upon the failure to pay annual dues, membership and its privileges in the Association will expire.  Expired memberships may be reinstated at any time by payment of dues. 

I. Removal.  Any member may be recommended for removal for cause by the conflict resolution committee.  A member who is being considered for removal shall be given written notification before action is taken and shall be allowed an opportunity to defend against specific allegations.

 

Article V: MEMBERSHIP ASSEMBLY

A. Assemblies.  The NWSA membership shall meet once (1) annually through its Membership (MA) at the time and place of the national convention for the purpose of:

1. Receiving an annual report of the status of the Association
2. Deliberating upon recommendations for fostering the mission of NWSA
3. Deliberating upon non-binding referenda
4. Compiling member concerns to be presented to the Delegate Assembly, and
5. Considering such other business as may properly come before the members

B. Meeting Chair. The President shall convene and chair the MA and set the agenda for the MA.

C. Quorum and Voting. Those members who are present and eligible to vote, but not fewer than thirty (30) in number, shall constitute a quorum at the MA.  Whenever any corporate action is taken by vote of the members it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members may vote by mail without a meeting on a stated proposal or for the election of officers or delegates at large to the DA.

D. Abstention.  Failure to vote shall count as an abstention.  Abstentions shall not affect quorum.

E. Proxy.  Voting by proxy is expressly disallowed, and no individual shall have more than one (1) vote.

F. Notice. The Association shall provide members not less than ten-days (10) and not more than ninety-days (90) notice of the meeting.  Notice shall be given in writing, shall state the place, date, and hour of the meeting.  Notice for special meetings shall indicate the purpose for which the meeting is called. 

G. Waiver.  Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation, or these bylaws, a written waiver thereof, signed by the person(s) entitled to said notice and filed with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent of such notice.  In addition, any member who attends a meeting of the MA in person, without protesting at the commencement of the meeting the lack of notice thereof, without protesting at the commencement of the meeting, such lack of notice shall be conclusively deemed to have waived notice of such meeting.

H. Submission. The Vice President shall solicit proposed actions through appropriate means.

1. MA proposals may be submitted by individual members of NWSA  
2. All proposals must be submitted thirty (30) days prior to the meeting of the assembly and posted on the NWSA Web site at least twenty-five (25) days prior to meeting
   

I. Special Submission.  Proposed actions may be submitted for consideration fewer than thirty (30) days, but not fewer than twenty-four (24) hours, before the assembly if both of the following criteria are met:

1. The substance is time-sensitive or significant to mission or operation.
2. After quorum is met, three-fourths (3/4) of assembly members who are present vote affirmatively to consider the action.  The vote to include the item on the agenda shall be taken without discussion.

J. Actions of the Assembly.  Actions of the MA shall be in the form of non-binding recommendations and proposed resolutions in the MA.  Appropriate actions shall be forwarded to the DA. 

K. Limitations.  Actions of the MA may not proceed to a vote if they will:

1. Commit Association resources or negatively impact its financial position
2. Impede the Association’s ability to carry out its fiduciary responsibilities
3. Violate the Association’s Code of Ethics
4. Contain erroneous, tortious, or possibly libelous statements
5. Threaten the Association’s legal standing as a tax-exempt organization
6. Open the Association up to possible liability or lawsuit
7. Alter the mission, purpose of the Association, or its bylaws that the resolution did not explicitly intend to alter.

Article VI: DELEGATE ASSEMBLY

A. Assemblies. The NWSA Delegate Assembly (DA) shall meet once (1) annually at the time and place of the national convention for the purpose of:  

1. Receiving an annual report of the status of the Association
2. Deliberating upon MA recommendations and DA resolutions for fostering the mission of NWSA
3. Deliberating upon member concerns as compiled by the MA and forwarded to the DA
4. Making public NWSA’s position on an issue of relevance to its mission
5. Strengthening, improving, and/or advancing the organization by proposing
6. Amendments to the bylaws
7. New, revised, or amended operating policies
8. Additional constituent groups or standing committees

B. Meeting Chair.  The Vice President shall convene and chair the DA and set the agenda for the DA, in consultation with the DA steering committee. 

C. Members.  The DA shall consist of:

1. The five (5) association officers and the chair of each standing committee,
2. Seven (7) members-at-large elected by the members of NWSA, and
3. The chair of each recognized region, caucus, and task force.

a. General Duties.  All members of the DA must attend MA and DA meetings.  Each DA member shall solicit and compile the issues of concern   from the group she/he represents so that it may be represented at the DA. 

b. Additional Duties of Members-at-large of the DA.  Specific duties of members-at-large are listed below.

1. Members-at-large shall work individually and/or collaboratively to initiate and develop outreach activities to increase member participation in NWSA governance and NWSA activities.
2. Members-at-large shall develop and help implement processes and procedures that will enable communication and knowledge sharing between and among the general membership and the DA.
3. Members-at-large shall work with standing committees and other NWSA bodies to help develop methods and practices designed to increase membership participation in NWSA.

c. Steering Committee of the DA.  The steering committee of the DA shall, in consultation with the Vice President, prepare the agenda for the DA.   In compiling resolutions for the agenda, this committee may submit select resolutions to the MA in the form of non-binding referenda, in order to solicit the view of the MA.

The steering committee of the DA, convened and chaired by the Vice President, shall be comprised of six (6) members, including the chair:

1. Chair (Vice President)
2. One (1) member-at-large elected by and from among the members-at-large
3. One (1) regional chair elected by and from among the regional chairs
4. The chair of the Women of Color Caucus
5. The chair of the Lesbian Caucus
6. One (1) chair elected by and from among the caucus and task force chairs other than those above
7. Should an individual on the steering committee vacate chair-ship of her/his constituent group, the remainder of the unexpired term shall transfer to that group’s new chair.

D. Quorum and Voting.  A simple majority of Delegate Assembly members shall constitute a quorum of the DA.  Whenever any corporate action is taken by vote of the members it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by 60 percent of the votes cast at a meeting of members by the members entitled to vote thereon.

1. For each constituent group represented in the DA, the vote may only be cast by the chair of record. 
2. No individual may serve as the voting delegate of more than one (1) constituent group.
3. The chair may vote if the vote is by ballot, or if the vote cast by the chair would change the outcome of the vote (i.e. a tie or the chair’s vote will result in a tie, hence defeating the motion).

E. Abstention.  Failure to vote shall count as an abstention.  Abstentions shall not affect quorum.

F. Proxy.  Voting by proxy is expressly disallowed, and no individual shall have more than one (1) vote.

G. Notice. The Association shall provide members not less than ten-days (10) and not more than ninety-days (90) notice of the MA meeting.  Notice shall be given in writing, shall state the place, date, and hour of the meeting.  Notice for special meetings shall indicate the purpose for which the meeting is called.

H. Submission. The Vice President shall solicit proposed actions through appropriate means.

a. DA proposals may be submitted by members of the DA.
b. All proposals must be submitted thirty (30) days prior to the meeting of the assembly and posted on the NWSA Web site at least twenty-five (25) days prior to meeting

I. Special Submission.  Proposed actions may be submitted for consideration fewer than thirty (30) days, but not fewer than twenty-four (24) hours, before the assembly if both of the following criteria are met:

The substance is time-sensitive or significant to mission or operation.

After quorum is met, three-fourths (3/4) of assembly members who are present vote affirmatively to consider the action.  The vote shall be taken without discussion.

J. Actions of the Assembly.  Actions of an assembly come in the form of resolutions in the DA.  Appropriate actions shall be forwarded to the GC. 

K. Limitations.  Actions of an assembly may not proceed to a vote if they will:

1. Commit Association resources or negatively impact its financial position
2. Impede the Association’s ability to carry out its fiduciary responsibilities
3. Violate the Association’s Code of Ethics
4. Contain erroneous, tortious, or possibly libelous statements
5. Threaten the Association’s legal standing as a tax-exempt organization
6. Open the Association up to possible liability or lawsuit
7. Alter the mission, purpose of the Association, or its bylaws that the resolution did not explicitly intend to alter