NWSA CORPORATE BYLAWS (PAGE 3)

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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 X: CONSTITUENT GROUPS

A. Types. The Association has four (4) forms of constituent groups, three (3) of which participate in governance through the DA. Those three (3) require formal recognition and include:

• Regions,
• PA&D and Women’s Centers committees,
• Caucuses and Task Forces.

The fourth (4) type – Interest Groups – serves programmatic and networking functions and exist on an ad hoc basis.

Constituent groups may make recommendation to the GC but have no binding governance authority.

1. Regions. The Association shall be divided into geographic regions. Individual members of the Association are automatically members of their region for the purposes of Association governance. Regional affiliation shall be assigned based on the mailing address provided by the member on her/his membership form. Regions exist to:
   1. Encourage regional outreach, organizing, development, and networking.
      
   2. Provide members of each region an elected chair whose primary duty is to represent the concerns and issues of the individual and group members of the region.
      
   3. Regional chairs shall serve as liaisons between NWSA and regional associations.
      
   4. Regional chairs may be called upon by NWSA to contact and promote regional membership or to assist in outreach to regional members
      
      
2. The PA&D and Women’s Centers Committees. These groups provide automatic constituent group membership for program administrators and women’s centers, respectively, and are a vital part of the mission of the organization as a whole.

   The PA&D serves as a liaison with institutional women's studies departments and programs; develops research, documents, resources, and projects supporting the establishment and maintenance of such programs; and develops pre-conference programming. Committee membership should reflect the diversity of departments, programs, and centers, as well as the differing types of institutions and educational levels in which they are located.

   The women’s centers committee advances the vital role that women’s centers play in the field of women’s studies. It supports the scholarship and best practices of women’s centers, including developing research, documenting resources, building network alliances, and designing projects supporting women’s centers.

3. Caucuses and Task Forces. Caucuses designate groups that are under-represented within society or NWSA as an organization. Task Forces focus on an issue or problem, relevant to the policies and principles of NWSA and women's studies that can be addressed through action.
   
   
4. Interest Groups. Interest groups serve programmatic and networking functions and exist on an ad hoc basis. They are groups that allow members to get involved in NWSA without governance or operating document responsibilities and may serve as an initial step in building interest among those wanting to establish a caucus or task force. Bound by the same code of ethics as other constituent groups, formation requires a simple petition to the office of the Association.

B. Status and Operation.

1. Members. Individual Association members in good standing may also be members of constituent groups. Membership shall be designated by the individual on her/his annual membership form.
   
   
2. Recognition. In order to be formally recognized by NWSA and become a voting member of the DA, a constituent group must submit to the DA a request for recognition via a resolution proposing the recognition of an additional constituent group. The request for recognition must include the following:

   a. Minutes from a planning meeting held at the NWSA annual conference that include:

   i. A statement identifying the group, its form, and its benefit to NWSA
   ii. Signatures of twenty (20) current members in good standing as the group’s founders
   iii. The name and contact information of the founding chair

   b. Inaugural operating documents and statement of mission consistent with that of the Association, these bylaws, NWSA policy, state and federal laws.

   c. The GC shall maintain a current list of all formally recognized groups and see that the list is published to the membership as appropriate.

3. Active Status. To retain formal recognition, each group must meet all of the following:

   a. Chairs. Each group shall have an elected chair. Chairs must be individual members of NWSA throughout their term in office. The formally recognized chair must attend in the annual DA meeting, where each group is entitled to one (1) vote.

   b. Members. The constituent group must maintain a minimum of twenty (20) members as determined by membership forms.

   c. Documentation. Each group must submit the following by each July 1:

   i. The name and contact information of the current chair
   ii. An activity report that includes, at least, copy of the minutes of the business meeting held at the annual NWSA conference. An activity report may also include:

   • Proposed conference panels and substantive group activity
     
   • Reports on regional conferences held in the past year, plans for upcoming regional conferences, regional meetings held in the region, listserv information, and other substantive regional activity.
     
   • Current operating documents in compliance with NWSA policy

   d. Activity. All group activity must be in accord with these bylaws, NWSA policy, and state and federal laws.

4. Changes. Changes to any constituent group’s purpose or geographic reach shall be submitted to the DA and approved by the GC.

5. Dissolution. Any group may decide to dissolve. A formal statement of dissolution with signatures of the group members who participated in the dissolution shall be given to the Vice President.

6. Removal. Any group may be removed from the Association for cause, thus losing its position on the DA.

a. Conditions. A group will lose formal recognition if any two (2) of the below occur:

i. No chair attends the DA meeting
ii. The name of the current chair is not submitted
iii. No activity report is submitted
iv. No operating documents are submitted
v. The constituent group has fewer than twenty (20) members

b. Notice. A group that is being removed shall be given written notification by the Vice President within thirty days of the qualifying delinquencies.

c. Immediate Removal. If a constituent group is charged with a violation of these bylaws, NWSA policy, or state or federal laws, the charge will be submitted to the conflict resolution committee. If the conflict resolution committee finds the group in violation, the group may immediately lose NWSA recognition, or be assigned particular conditions under which the group must operate to retain recognition.

7. Reinstatement. Constituent groups may petition for reinstatement in the DA by submitting a request to the Vice President within a year of removal. Petitions for reinstatement shall be considered by the GC. Should the GC reinstate a group, the group shall undergo one (1) year of probationary status, during which it must meet all the criteria of active status.

8. Operation. The GC may, from time to time, make resolutions regarding the operations and activities of the Constituent Groups, consistent with these bylaws.

Article XI: Elections and Terms
Elections occur to select members to serve in governance and leadership roles within the Association, and to vote upon issues related to Association governance and operations.

A. Types of Elections.

1. General Elections. General elections are held at least once (1) annually to fill vacancies among officers, standing committee chairs, members-at-large of the DA, conflict resolution committee chair and members, and Parliamentarian as described in these bylaws, and to vote on issues related to Association governance and/or business.
2. Delegate Assembly Steering Committee Elections. To select representatives to serve on the steering committee, Delegate Assembly steering committee elections take place after the annual DA Meeting. The DA meeting shall be followed by a ballot election meeting to fill vacancies among elected members of the steering committee. This meeting shall be convened and chaired by the Vice President.
3. Regional Chair Elections. The members of each region shall elect its chair(s) to serve terms as designated by the region. Members may vote in only one regional election as determined by the mailing address provided by the member on this her/his membership form.
4. Constituent Group Elections. Constituent elections are held as needed to fill leadership positions or vote on governance matters within those groups. Voting is limited to members of the constituent group who meet membership requirements established by the group and published through its operating documents.
5. Special Elections. A special election may be used to fill vacancies that occur between regularly scheduled elections, or to vote on matters that cannot await such an election.

B. Qualifications for Election.

1. Eligibility to Vote. Those who are on record as individual members of NWSA no less than thirty (30) days before the published date of ballot production will be eligible to vote in the general election. Election ballots will be made accessible to the membership no less than thirty (30) days, and no more than sixty (60) days, before the deadline for their submission. General elections are conducted by the elections committee.
2. Eligibility to Run. All candidates for election must be individual members of NWSA, and must remain individual members throughout their term in office. Candidates for an election must have been individual members in good standing for a minimum of one (1) membership year prior to the membership year in which the election is held. No individual may hold more than one (1) elected office at any given time.

In addition:

a. Officers. Candidates for officer positions shall minimally have committee or comparable experience and skills

b. Groups. Candidates for chairs of constituent groups must be members of these groups for a minimum of one (1) membership year prior to the membership year in which the election is held, and must remain members throughout their term in office. Additional qualifications may be established by individual constituent groups, and may be found in individual constituent group operating documents.

c. Additional. Additional qualifications to run for particular leadership positions may be established. The elections committee shall monitor compliance and ensure qualification criteria are known.

C. Conduct of Elections. Distribution of ballots and casting of votes shall follow NWSA policy and procedure as approved by the GC, and monitored by the elections committee. Procedures will minimally include timelines, means of distributing ballots to all who are eligible to vote, and determination of outcome.

D. Terms and Term Limits.

1. Governing Council. GC members may not serve more than two (2) successive terms in the same position or a total of ten (10) consecutive years on the GC. An exception to the ten-year (10) limit may be made to accommodate the term of the Past President’s service on the Personnel Committee.
   
   
2. Officers. Association officers shall serve two-year (2) terms
   
   
3. Standing Committees.
   
   

   a. Standing committee chairs shall serve three-year (3) terms.
   b. Non-chair committee members may serve up to three (3) two-year (2) terms.
   

4. Functional Positions.
   

   a. The executive director, editors of the NWSA Journal and NWSAction, serve ex officio.
   b. Parliamentarian shall serve a maximum of two (2) consecutive two-year (2) terms
   

5. Delegate Assembly. DA members serve ex officio and in accord with the terms of their positions as constituent group leaders.
   
   
6. Steering Committee of the DA.

a. Steering committee members shall serve two-year (2) terms.
b. No constituent group may be represented for more than two (2) consecutive terms on the steering committee, with the exception of members ex officio.

7. Conflict Resolution Committee. Committee members shall serve for two (2) years.
   
   
8. Members-at-large of the DA. Members-at-large shall serve three-year (3) terms, and may serve a maximum of two (2) consecutive terms. Members-at-large shall be elected by the membership and must be individual members of NWSA throughout their term in office.
   
   
9. Constituent Group Leadership. Terms are determined within each constituent group. However, any constituent group leader serving on the GC shall not serve longer than allowed by that body.

Article XII: Rules of Operation

A. Offices. The principal office of the corporation shall be located at such place as the GC shall designate. If said office is outside of the State of Maryland, the GC shall meet once (1) a year within the state as required by Maryland law.

B. Association Funds.

1. Deposit of Funds. All funds of the Association shall be deposited in appropriate vehicles as the GC may designate from time to time.
2. Commercial Paper. All checks, drafts, notes, and evidence of indebtedness of the Association shall be signed by the executive director, the Treasurer, or one (1) other officer of the Association as designated by the GC. All such documents in an amount exceeding $5,000 shall be additionally signed by the Treasurer or co-signed by two (2) officers as designated by the GC.

C. Fiscal Year. The fiscal year of the Association shall commence on October 1 and terminate on September 30.

D. Prohibited Activities. Notwithstanding any other provisions of these bylaws, the Articles of Incorporation, or state law governing or pertaining to the Association, the Association shall not engage in or carry on any activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future federal income tax law).

1. Private Benefit. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to the directors or officers of the corporation, except that the corporation shall have the authority to pay reasonable compensation for services rendered to or for the corporation.
2. Political Influence. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or otherwise intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to candidates for public office.
3. Compensation. No member of the GC may receive compensation for serving on the GC or for performing duties normally associated with fulfilling the responsibilities of her/his elected or appointed position. No member of NWSA may receive compensation for engaging in activities normally associated with membership, including serving on committees and/or holding an elected or appointed position. NWSA members and GC members may be reimbursed for expenses incurred to attend meetings when authorized by the GC, and in circumstances stipulated in the NWSA policy.
4. Contracts. No member, GC member, or officer of the Association shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, nor unless such contract shall be authorized by the GC and unless the fact of such interest shall be known or disclosed to the GC at the meeting at which such contract is authorized.

Article XIII: COMPENSATION

A. Compensation Policy. In establishing appropriate compensation levels, whether as employees or under contractual arrangements, for an individual who is a GC member, officer, member of a committee with Board-delegated powers, or anyone else exercising substantial influence over the Corporation, in addition to complying with the other provisions of this conflict of interest policy, the Board or committee shall:

• recuse/exclude members who receive directly or indirectly a substantial portion of their income from the Corporation;
  
• rely on appropriate comparative data, including comparable agreements in similar organizations; compensation levels for similar positions in both exempt and taxable organizations; and regional economic data; and
  
• document the bases upon which it relies for its compensation determinations.
  

B. Compensation Committee. The Board, may, pursuant to Article VII.D.3 of these Bylaws, establish a compensation committee to set appropriate levels of compensation. A compensation committee shall consist solely of disinterested persons with respect to the transaction in question and shall follow the above-outlined procedures.

ARTICLE XIV: INDEMNIFICATION AND INSURANCE

A. Definitions.
“Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or Congressional (or other body’s) investigation, hearing, or other proceeding.

“Eligible Person” shall mean any person who at any time was or is a GC member, a member of any committee or subcommittee, an officer, employee, or agent of the corporation.

B. Right to Indemnification. Any Eligible Person made a defendant to or respondent in a Matter by reason of his or her position with or service to the corporation shall, to the fullest extent permitted by law, be indemnified by the Corporation against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, unless it is established that (i) the act or omission of the Eligible Person was material to the matter giving rise to the proceeding and was (a) committed in bad faith or (b) was the result of active and deliberate dishonesty; or (ii) the Eligible Person received an improper personal benefit in money, property, or services; or (iii) in the case of a criminal Matter, the Eligible Person had reasonable cause to believe that his or her act or omission was unlawful.

C. Limitation on Right of Indemnification. Except where, pursuant to Article XV.D. of these Bylaws, an Eligible Person has been successful, on the merits or otherwise, with respect to such Matter, any indemnification hereunder shall be made only upon determination that the Eligible Person met the applicable indemnification standard set forth in XV.B above. Such determination shall be made by (i) the GC by a majority vote of a quorum consisting of GC members not, at the time, parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the GC consisting solely of two or more GC members not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full GC in which the designated GC members who are parties may participate; or (ii) by special legal counsel selected by the GC or a committee of the board by vote as set forth in subsection (i) of this section, or, if the requisite quorum of the full GC cannot be obtained therefore and the committee cannot be established, by a majority vote of the full GC in which GC members who are parties may participate.

D. Mandatory Indemnification. An Eligible Person who has been successful, on the merits or otherwise, with respect to such Matter, shall be indemnified against reasonable expenses incurred by him or her in connection with such Matter.

E. Indemnification of Witnesses. If the GC deems it in the best interests of the Corporation, an Eligible Person who is summoned as a witness or similarly involved in a Matter may be indemnified by the Corporation against all expenses reasonably incurred by him or her arising out of or in connection with such Matter.

F. Other Rights. The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder. This indemnification shall, in the case of the death of the person entitled to indemnification, inure to the benefit of his or her heirs, executors or other lawful representative.

G. Interim Indemnification. Reasonable expenses incurred by an Eligible Person who is made party to or respondent in a Matter described in Section B. shall be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding upon receipt by the Corporation of (i) a written affirmation by the Eligible Person of the Eligible Person’s good faith belief that the standard of conduct necessary for indemnification set forth in section B. above has been met; and (ii) a written undertaking by or on behalf of the Eligible Person to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. Payments under this section shall be authorized by the GC as set forth in Section C. above.

H. Insurance. The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him which arises out of such person's status in such capacity, or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.

ARTICLE XV: RECORDS

A. Recordkeeping. The Secretary or her designee shall keep or cause to be kept adequate minutes of all MA, DA, GC and committee meetings, and all meetings of committees with Board-designated powers reflecting at a minimum the names of those in attendance, any resolutions passed and the outcomes of any votes taken. When potential conflicts of interests are discussed, the minutes shall include: the names of the persons who disclosed financial interests; the nature of the financial interests; whether or not the GC determined that a conflict existed; the names of the persons present for the discussions and votes related to the relevant transaction or arrangement; the content of those discussions, including any alternative transactions or arrangements; and a record of the vote. At the request of any participating GC member, the records of such discussions and individual votes may be kept sealed, with only the outcome reported publicly.

B. Public Disclosure. The corporation shall keep available for public inspection at its principal place of business and any branch office copies of the Form 1023 (exemption application) as filed and any Form 990 (information tax return) filed within the past three years. Names and identifying information of contributors shall be redacted from publicly available copies. In addition, as required by the tax code and regulations, the corporation shall either 1) make such materials widely available to the public, such as by posting on the Internet, or 2) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing. This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the corporation is the target of a campaign of harassment.

ARTICLE XVI: AMENDMENTS

These bylaws may be amended by the affirmative vote of at least two-thirds (2/3) of GC members. A proposed amendment may be submitted, in writing, by any member to the President. Written notice of the proposed amendment must be given to the full NWSA membership for comment at least sixty (60) days prior to the vote. Amendments as adopted by the GC shall be published in the first issue of the NWSAction and/or on the NWSA Web site following the vote.