NWSA CORPORATE BYLAWS (PAGE 2)

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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 VII: Governing council

A. Governing Authority.  The Governing Council (GC) serves as the chief governing authority of the Association and shall manage the affairs of the Association in accord with state and federal law as well as these bylaws of the Association.   The GC shall have all the powers and duties necessary for the administration of the affairs of the Association.  Only the GC, acting as a whole or as delegated to the executive committee, may exercise the powers of the board of directors as defined by state law.  As such, the GC shall take actions necessary to the ongoing operation and well-being of the Association. 

B. Duties The GC's Specific duties Include, but are not limited to, the following:

1. Develop policy and take action necessary to the Association’s operations
2. Allocate the resources and approve the budget of the Association
3. Hire, fire, direct and supervise the executive director
4. Determine dues of membership in the Association
5. Establish and oversee the operation of committees of the Association
6. Authorize the formation of any constituent group
7. Decide on the location of the national office
8. Decide on the location of the national conference
9. Initiate projects to maintain or advance the well-being and mission of NWSA
10. The GC implements recommendations and resolutions passed by the assemblies provided they meet the rules of order.

C. Members. All GC members must remain members of the Association in good standing at all times.

The number of GC members may vary depending upon the number of standing committee chairs and DA representatives.  The GC shall consist of the following:

1. Association officers
2. Standing committee chairs
3. Steering committee of the DA

The executive director, editors of the NWSA Journal and NWSAction, and Parliamentarian, all as non-voting members

D. Resignation.  A GC member may resign at any time by giving written notice to the President.  Resignation shall be effective upon delivery.  If the resigning member is the President, written notice of resignation shall be delivered to the Vice President.

E. Removal. Any GC member may be removed for cause by an affirmative vote of three-fourths (3/4) of the remaining members of the GC.
Cause includes, but is not limited to:

1. Failure to adequately complete duties or tasks assigned to the position
2. Failure to adequately participate in GC votes and business
3. Failure to attend two (2) consecutive meetings of the GC
4. Material violation of these bylaws, NWSA policy, state or federal law

A GC member 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.

A GC member removed for cause may appeal to the conflict resolution committee for final determination after appropriate investigation of the case.

F. Vacancies.  Should a vacancy occur among the officers or standing committee chairs, the remaining members of the GC shall elect a replacement to serve the remainder of the unexpired term.

G. Meetings.  The president shall convene and chair the Governing Council a minimum of three (3) times per year.  The GC shall meet in person and may also meet by conference telephone or similar communications equipment if all persons participating can hear one another at the same time.  A special meeting of the GC may be called by a two-thirds (2/3) vote by members entitled to vote thereon or by the President.  Any action required or permitted to be taken at any meeting of the GC may be taken without a meeting if a unanimous written consent which sets forth the action is 1) signed by each member of the GC, and 2) filed with the minutes of proceedings of the GC.

H. Quorum and Voting.  Whenever any corporate action is taken by vote of the Governing Council it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a simple majority of the votes cast at a meeting of members by the members entitled to vote thereon.  The GC may also take action by unanimous written consent. 

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

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

K. Notice.  The Association shall provide GC members not less than ten-day (10) and not more than ninety-day (90) notice of the meeting at the direction of the President.  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.

L. 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 GC 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.

M. Conflicts of Interest.  The GC shall by resolution adopt a conflict of interest policy applicable to officers, GC members, members of assemblies, members of committees of the GC, and employees that shall define conflicts of interest (including competing financial interests or fiduciary duties), require that conflicts be disclosed and the conflicted person be recused from any decision-making with regard to the matter.

1. Executive Committee.  The executive committee shall consist of the five (5) Association officers.
2. Meeting Chair. The President shall convene and chair the executive committee. 
3. Purpose. This committee shall work with the executive director to ensure that the daily operations of the organization are carried out in a manner consistent with the governing documents, mission, and field leadership role of NWSA. 
4. Meetings. Between meetings of the full GC, the executive committee may exercise certain of its powers and may conduct business by conference call.  An officer may also request a meeting of the Executive committee.  This committee is empowered to take action under the following circumstances:

a. The GC has referred the issue to the executive committee
b. Extraordinary circumstances which require immediate response
c. Any circumstances in which legal counsel may be required
d. Matters of routine administration involving minor changes
e. Any other matter requiring action prior to the next GC meeting

5. Quorum and Voting. Whenever any corporate action is taken by vote of the Executive Committee it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a simple majority of the votes cast at a meeting of members by the members entitled to vote thereon.
6. Abstention.  Failure to vote shall count as an abstention.  Abstentions shall not affect quorum.
7. Proxy.  Voting by proxy is expressly disallowed, and no individual shall have more than one (1) vote.

All executive committee decisions must be communicated to the GC within ten (10) days.  The GC may override such decision with a two-thirds (2/3) majority vote within thirty (30) days of communication of the decision provided that the decision has not already taken effect.

Article VIII: Association Leadership

A. Officers. The five (5) officers of NWSA shall be the President, Vice-President, Treasurer, and Secretary, all of whom are to be elected by association membership in the annual general election. 
In addition, the immediate Past President shall serve as a voting member for one two-year term ex officio.

President.  The President shall convene and chair the GC, the executive committee, the MA, and the national conference.  The President shall have all the general powers and duties usually vested in the office of the president of a corporation, including but not limited to the following: 

1. Maintain ex officio membership on all committees
2. Serve as NWSA spokesperson in partnership with the executive director
3. Act as liaison to other organizations as necessary
4. Provide content leadership for the national conference
5. Conduct the affairs of the Association in the absence of an executive director

Work to ensure that the affairs of the Association are carried out consistent with the mission, bylaws, and policies of NWSA

Each President shall complete duties in regard to the conference planned during her/his term though governance duties may transition in accord with a different election schedule.

Vice President.  The Vice President shall convene and chair the DA.  The Vice President shall also: 

1. Verify active status of every constituent group
2. Solicit proposed actions for assemblies and ensure their appropriate posting before the meeting.
3. Maintain regular contact with members of the DA
4. Present to the GC resolutions passed by the DA
5. Assume all presidential duties in the absence of the President

3. Past President.  The immediate Past President shall serve one term ex officio at the close of her/his presidency.  The Past President shall chair the personnel committee. In the absence of a Past President, the President shall appoint a chair of the personnel committee.

4. Treasurer.  The Treasurer shall be responsible for the Association's financial record-keeping and reports. The Treasurer shall chair the finance committee and: 

1. Assist and oversee the executive director in NWSA’s financial transactions
2. Assist the executive director in preparing and submitting financial reports and the annual budget to the GC and assemblies

5. Secretary.  The Secretary shall be responsible for seeing that a record of all Association proceedings is kept.  The secretarial duties are to: 

1. Ensure proper notice for GC, executive committee, and assembly meetings
2. Keep and distribute minutes of those meetings to their respective members no more than thirty (30) days after the end of the meeting

B. Executive Director.  The GC may appoint and employ an executive director to hold office at its discretion to be the chief executive officer of the Association.   The appointment and/or reappointment of an executive director shall be contingent upon the financial state of the Association and annual performance evaluations. 

Duties.  The executive director shall work under the direction of the GC to execute the policies and strategic plan of NWSA in a manner that is consistent with these bylaws, the NWSA policy, and state and federal regulations.
The executive director shall be responsible for providing continuity for the governing bodies of NWSA and for managing the daily operation and business of the Association.
Responsibilities and expectations of the executive director are maintained by the personnel committee.

Performance Review.  The personnel committee shall conduct an annual performance review of the executive director and report its findings to the GC.

Delegation. In the event that NWSA does not have an executive director, the President may delegate executive director duties among members of the GC.

C. Functional Positions. Individuals holding functional positions are not officers of the Association. They include the following:

1. Parliamentarian.  The Parliamentarian shall be elected by the general membership.  She/he, or an appropriately credentialed delegate:

1. Shall be responsible for interpretation of these bylaws
2. Shall ensure that appropriate rules of order are followed in meetings. 
3. Shall be present at GC and assembly meetings. 
4. Shall participate in meetings only to address issues of procedure.
5. Shall update the bylaws to reflect passed amendments
   

2. NWSA Journal Editorial Board Liaisons.  The executive director and one (1) other member of the GC (appointed by the president) shall serve as liaisons to the NWSA Journal Editorial Board.  Liaisons shall attend board meetings, represent the interests of NWSA, and provide the GC with reports of these meetings.

 

Article IX: COMMITTEES

A. Standing Committees.  Standing committees are charged with tasks necessary for governance of the Association.   GC members may sit on any Committee.  Other Association members may sit on any committee not having and exercising the power of the GC. 

The following shall be standing committees of the Association:

1) Finance Committee.  This committee shall have a minimum of four (4) members, including the Treasurer as its chair.  The duties of this committee are to:  Develop, review, and monitor finance policies
Review semi-annual financial reports submitted by the executive director Advise the Association on financial priorities

1. Oversee financial operations and report irregularities or opportunities
2. Work with the executive director to oversee short and long-term investments
3. Approve selection of any auditor or reviewer and work with the same
4. Review the executive director’s recommendations regarding budget requests
5. Assist the executive director in preparing a fiscally sound annual budget that is consistent with the plans and mission of the Association
   
   

2) National Conference Committee.  The national conference committee shall have a minimum of five (5) and maximum of twelve (12) members, as appointed and chaired by the NWSA President.  The duties of this committee are to:

• Provide intellectual leadership for the national conference under the guidance of the President
  
• Plan all aspects of the national conference in accordance with conference policy and procedure as developed over time and with NWSA’s mission
  

The national committee shall appoint two (2) supporting committees, which shall not be individually represented on the GC:

a) On-site Coordinating Committee.  The on-site committee shall have a minimum of six (6) members from the geographic area of the conference, report to the national committee, and take responsibility for details requiring local expertise including:

• Local logistical matters, special events and programs
• Local partnerships, sponsorships, and donors
• Conference publicity
• Accessibility consistent with the Americans with Disabilities Act and policies of NWSA
  

b) Proposal Review Committee.  The proposal review committee shall have a minimum of six (6) members appointed by the national committee.  This committee is responsible for soliciting and reviewing program proposals as needed and working with NWSA staff in maintaining the integrity of the program schedule in accord with the selected theme and conference policy. 

The national committee may solicit additional volunteer assistance in implementing its duties.

3) Personnel Committee.  This committee shall be chaired by the Past President and include two (2) additional members of the GC, one (1) of which may be selected by the executive director, and one (1) of which may be appointed by the President.  The duties of this committee are to: 

1. Coordinate search processes for the position of executive director
2. Annually review the performance of the executive director and report findings to the GC 
   
3. Work with the finance committee to recommend executive compensation.
   
4. Handle conflicts that arise between the executive director and the staff. 
   
5. Advise the executive director regarding staff management and compensation

4) Elections Committee.  This committee shall have a minimum of three (3) members, including the chair.  The duties of the committee are to: 

1. Solicit candidates for leadership
2. Conduct all elections within the Association
3. Ensure that election procedures are followed
4. Monitor compliance with documented elections procedures
5. Review election policies of all groups within the Association to ensure such policies are consistent with these bylaws, state, and federal law

5) Ethics, Equity, Accessibility, and Diversity Committee.  This committee shall have a minimum of five (5) members, including the chair.  In general, the duty of this committee is to ensure compliance with NWSA goals to increase diversity, inclusiveness, and to provide reasonable accommodations and render all NWSA activities and projects accessible.   In order to bring this about, the committee shall:

1. Review Association policies, proposals, and activities in order to
2. Develop guidelines, policy and programs for achieving and maintaining the diversity and inclusiveness of NWSA, especially within governance
3. Proactively develop recommendations, proposals, and reports as part of an ongoing effort to help NWSA realize its commitment to challenge institutionalized oppression
4. Monitor implementation of affirmative action and accessibility policies throughout the Association
5. Investigate NWSA member accessibility needs including, but not limited to, physical, financial, and internet-related accessibility 
6. With the exception of formal grievances submitted to the conflict resolution committee, this committee is responsible for addressing issues of ethics, equity, accessibility, accommodations, and diversity brought to it. 

6) Membership, Educational Outreach, and Programs Committee.  This committee shall have a minimum of five (5) members, including the chair.  Duties of the committee are to:

• Oversee all Association awards and recognition processes
• Evaluate the educational needs of NWSA members to develop programs that address those need

7) Program Administration and Development (PA&D) Steering Committee.  This committee shall have a minimum of eight (8), including the chair.  Duties of the committee are to:    

• Actively work for the inclusion of administrator issues at the national conference
• Administer projects that address the needs of women’s studies administrator

8) Women’s Centers Steering Committee.  This committee shall have a minimum of five (5), including the chair.  Duties of the committee are to: 

• Actively work for the inclusion of center issues at the national conference
• Administer projects that address the needs of women’s centers

9) Student Interest Steering Committee.   This committee shall have a minimum of five (5), including the chair.  The duty of the committee is to advance the vital role of students perpetuating the field of women’s studies. 

B. Meetings.  All standing committees shall meet once (1) at the annual conference.  Standing committees may conduct business by electronic means.

C. Committee Rules. Unless the GC provides otherwise, each standing committee may make, alter, and repeal rules for the conduct of its business.  In the absence of a contrary provision by the GC or in rules adopted by such committee, a majority of the entire authorized number of members of each committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and each committee shall otherwise conduct its business in the same manner as the GC conducts its business.  Any action required or permitted to be taken at any meeting of such committee may be taken without a meeting if a written unanimous consent.  Committee meetings may be held by conference telephone or similar communications if all persons participating in the meeting can hear each other at the same time.  Participation in a meeting by such means constitutes presence in person at the meeting.  Minutes shall be kept of each meeting.

D. Ancillary Structures.  The Association’s ancillary structures are as follow: 

1) Conflict Resolution Committee.  There shall be a free-standing conflict resolution committee, which functions when called upon to resolve disputes brought to it from any part of NWSA, including employees of the Association.  Neither the chair nor its members serve on the GC.

a) Members. This committee, including the chair, shall consist of at least seven (7) members, elected by the general membership. The President and executive director may serve as advisors with regard to procedure. 

b) Duties.  It is the responsibility of this committee to review, revise, and approve any NWSA conflict resolution procedures.   The chair of this committee shall be responsible for convening the committee and reporting its actions to the GC. 

2) Fundraising Committee.    This committee shall have a minimum of four (4) members, including the chair and the Treasurer as a member.  Members, including the chair, shall be recruited by the executive director.  Duties of the committee are to: 

• Actively assist in developing and managing appropriate fundraising to support the financial security of NWSA
• Take the lead in certain types of outreach efforts, as assigned
• Coordinate GC and member participation in fundraising efforts
• Monitor fundraising efforts to ensure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective

3) Ad Hoc Committees and Advisory Boards.  The GC may create ad hoc committees to address timely needs of the Association.  These committees must have a specified term of no more than three (3) years.  Unless reauthorized by the GC, all such bodies dissolve automatically at the end of their term.  They may be dissolved earlier by a two-thirds (2/3) vote of the GC. 
The executive director may convene Advisory Boards as appropriate in support of her/his duties or the mission and healthy operation of the Association. 
Neither chairs nor members of these bodies sit on the GC by virtue of this service.