Executive Board Responsibilities

President –
The President shall have  responsibility for the general management and supervision of the current  affairs of the club. She shall ensure the proper performance of duties  of all Officers and Committee Chairpersons, develop agenda and preside  at Board meetings of the club (Executive/General), and serve as an  ex-officio member of all committees, including the Nominating Committee,  if needed. She may remove or fill an officer position by appointment  with the approval of the Executive Board. The President shall appoint  herself or the Advisor for the annual review of the Bylaws/SOPs and  obtain year-end reports from the Board members. She is responsible for  writing the monthly President’s message in newsletter, approve monthly  Board minutes and all email blasts (or appoint Advisor, if she so  designates) and make opening announcements/acknowledge new members at  monthly luncheons (or designate appropriate Board member(s) to assist).

1st Vice President – The 1st  Vice President shall assume all duties and responsibilities in the  absence or disability of the President. She shall be in charge of  planning and executing luncheons, including cancellations (up until  11:00AM on Friday), and overseeing the Annual Fashion Show. She may  appoint Board members/assistants in planning of fashion show and/or  luncheons (i.e. decorations, door prizes). She will be responsible for  communicating all financial responsibilities of luncheons and maintain  an approved budget by the Board. She will arrange and confirm luncheon  speaker/topics minimum of 3 months out (Sept., Oct., Nov., Dec., Jan.,  Feb., March, & May) to be reported at each Board meeting (starting  in August and announce in September newsletter). She is responsible for  confirming the speaker, sending a confirmation letter after reviewing  the speaker’s content, presentation format, and any special requests  they might have that the WCC can accommodate in advance, i.e. projector,  pamphlet and brochure table set-up, etc.

She will serve as point person for  the Annual Fashion Show Chair and communicate updates to the Board if  the Chair is unavailable to attend first meeting. She shall reserve a  speaker/guest table for each luncheon. She is responsible for placing  signage in the upstairs lobby of the club for each luncheon. She shall  select a theme for each luncheon and decorate tables accordingly (or  designate an assistant). She will introduce the speaker at each luncheon  (or designate a rep) and send a thank you note to them afterwards on  behalf of WWC. She will contact the WCC’s Food and Beverage  Manager/Special Events Coordinator in June to review the calendar and  secure the cost and special dates for each luncheon month-by-month (a  total of nine months). She shall review luncheon email blast content  with President before sending to Newsletter Chair. She will obtain  budgeted drawing prizes for luncheons and parting gift for president at  end of Board year, in accordance with budget.

2nd Vice President – The 2nd VP shall be in charge of planning/coordinating up to three-four major  events as approved by the Board, such as: Annual Gala, Valentine Party,  Annual Ladies Event and maintain a written account of expenses for each  event in accordance with her budget. She may form a committee to assist  in the planning and execution of each of these events. She shall chair  the committee and be responsible for submitting a preliminary and final  budget to the Board before/after each event and securing Board approval  prior to making any financial commitments on behalf of the Club. The 2nd  Vice President shall assume the duties of the 1st Vice President in the  absence or disability of the 1st Vice President and the President.

Secretary (Reports to  President) – The Secretary shall record the minutes of the Board  meetings (Executive and General), highlight any/all Action Items and be  responsible for compiling previous action items (if any) prior to each  Board meeting to assure resolution (under agenda item – Old Business).  She will email the minutes in the proper format for review and approval  by the President and/or the Advisor within 3-5 days following Board  meeting. 

Treasurer (Reports to  President) – The Treasurer shall deposit all monies, pay all authorized  bills, render a monthly financial statement for the Board and prepare a  yearly summary report. She shall keep all necessary financial records,  receipts, including accounting of any/all check numbers. She shall  present her books for review with President each month and provide  additional financial reports/inventories each month or as needed. She  shall be responsible for filing a tax return when required by law. She  will work closely with Membership, Reservations, and Hospitality to  ensure that new members/existing members’ payments for luncheons,  events, membership, etc. is kept concise and up-to-date. She will assist  Directory Chair with WWC Directory by sending receipts with thank you  letter to any/all business sponsors, along with a copy of the directory.
 

Membership (Reports to  President) – Membership Database Chairperson shall distribute new  membership forms and obtain completed membership applications/forms and  enter membership info into the WWC yearly database; she shall send an  email confirmation to members after receipt of forms and provide a list  to Web Asst. to update the website. She shall periodically update,  maintain and sort database to provide names of members/new members  interested in various activities, create list of members for inclusion  into the directory, maintain hard copy of membership applications and  share names of all new members with New Member Chair to ensure they are  contacted so they may be seated at the New Member table for the monthly  luncheons. She shall bring Membership forms/application to luncheons and  make certain all new members complete the form at the luncheon. She  shall periodically check WWC PO box for membership forms throughout the  off months (after the May luncheon and during June-August), and give  any/all checks to Treasurer for deposit.

Advisor –  Advisor shall provide continuity for current Board. She shall have  parliamentary authority at Board and membership meetings. She will  attend Executive Board meetings and make recommendations/advise  President as needed. She shall assist with any special requests/needs of  the President, such as reviewing the Bylaws/SOPs, monthly newsletters,  and forwarding to Newsletter Chair for publication and help assure that  each Board position fulfills their respective job responsibilities as  required. She shall chair the Nominating Committee as outlined in the  By-Laws, Article VI, Section 3. 

General Board Responsibilities:

Reservations (reports to  Treasurer) – Reservation member reports to Treasurer and shall collect  mail and reservations weekly from WWC’s UPS mailbox. She shall give all  checks collected from mail pick-up to the Treasurer once they are  entered into the database and give any Membership Forms/checks to the  Membership Chair during the months of August through May. She shall  prepare a reservation spreadsheet for luncheon reservations (and other  events if needed) and send final reservation numbers to WCC Event  Coordinator on the Friday of the luncheon cut-off day (before 12:00  Noon) and email a copy of her file to Hospitality and  Membership for review. She will be responsible for coordinating with  Newsletter Chair to send out luncheon eblasts on the following  schedule:  first email blast with luncheon form goes out 2 ½ weeks  before the luncheon, with reminder 1 ½ weeks before the luncheon.  She  shall meet with Treasurer after each luncheon to review count, checks,  etc. and serve as point person for all luncheon reservation calls or  emails. In the event that she is out of town, her duties fall on the  Treasurer. Checks received for luncheons, membership, or non-luncheon  events shall include the check number on her spreadsheet. She shall  report the monthly luncheon attendance to the Board.

Hospitality (Reports to 1st  Vice President) – Hospitality Chairperson shall greet and check in all  members and guests at the monthly luncheons and special events that  require reservations and secure appropriate personnel to assist her. She  shall receive the reservation file from the Reservation position prior  to each luncheon and report any discrepancies in count to Reservations  following each luncheon. She shall also be responsible for  ordering/updating the name tags for Board and WWC members/guests who are  attending a luncheon (name tags are to designate new member status for a  period of 1 year). She shall meet with the Treasurer after each  luncheon to report the count.
 

New Member Chair (Reports to  Membership) – New Member Chair will be responsible for publicizing new  member social events in the newsletter.  She will facilitate and appoint  a host for each social (fall/early spring with optional holiday  gathering) as well as recruit Board members to help her with the  gatherings. She will maintain a sign-in sheet at each gathering and  provide the President and Membership with a copy to be recorded at the  monthly Board meeting. She will ensure that new members are contacted  and invited to sit at the New Member table at the monthly luncheons. She  shall be responsible for reserving a table at each luncheon and confirm  with Hospitality that “new member” nametags were printed.
 

Activities Chair (Reports to  President) – Activities Chairperson shall coordinate the formation of  activities and clubs. She will oversee a coordinator or chair for each  group as needed. She will keep Board members informed of all current  activities and ensure that club guidelines meet WWC expectations. She  shall be responsible for updating the Activities information in the  monthly newsletter, annual directory as well as informing Membership to  ensure participating members are active. She shall be responsible for  having the Activities information available at the monthly luncheons for  the general membership.  
 

Newsletter Editor (Reports to  President) – Editor must receive all newsletter items in a ready for  print format. She shall compile and post the Newsletter on a monthly  basis according to the Standard Operating Procedures established by the  Board. Deadline for any items to be printed is the Friday after the  Board Meeting, which is held the first Wednesday of the month. The  Newsletter shall go to the President (and/or advisor) for review and  approval. The Newsletter, after approval, is emailed to the general  membership and posted on the WWC website no later than 2 weeks prior to  the luncheon deadline. She shall be responsible for sending out all club  eblasts once they are approved by the president.
 

Web Manager (Reports to  President) – The Web Manager shall be the point of contact for anyone  looking to put information onto the WWC website and calendar, keeping  up-to-date any and all activities that occur both monthly, and  occasionally. This will be coordinated with Activities Chair. She has  the ultimate responsibility to keep the Domain name current and make any  adjustments to the website. 

Community Chair (Reports to  2nd VP) – Community Chairperson shall plan service projects, charitable  events and/or other events that allow club members to reach out and  serve the community. She will serve as the WWC contact for Interact and  any/all other charity requests/needs as they arise and obtain receipts  from any/all organizations that received WWC contribution(s) and give to  Treasurer, for book purposes. She shall be responsible for coordinating  with Newsletter Chair to send out Community Reminder eblasts as needed.

Non-Board Positions/Reporting Structure:
1) Luncheon Table Designer – 1st VP
2) Fall Fashion Show Chair – 1st VP
3) Directory Chair– President
4) New Member Socials – Membership
5) Sunshine – President

Committees and Volunteer Opportunities
Both new and returning members of  the Wakefield Women’s Club have the opportunity to volunteer for our  committees. Participating in WWC committees will give our members the  chance to get to know one another and work together. Volunteering for an  activity or event will help ensure that our club activities are well  planned and contribute to the overall success of our organization. You  may contact any Board Member to become a part of one of the standing  committees.

Fashion Show – This is an  annual event. Each year the WWC brings our members another exciting  show. The committee plans the event and secures sponsors and donations  for the raffle.
 

Annual Gala – This committee  plans for our annual semi-formal event. Let your creativity flow as you  help with organizing the party from the invitations to the decorations,  food, and band!

Hospitality – If you love  making others feel welcome at a luncheon or other event, this is the  place for you. This group serves as greeters and hostesses for luncheons  and other events.
 

New Member Socials – We are  looking for members who enjoy planning, hosting, and preparing food for  these morning or evening events, which occur 3-4 times a year. Be part  of setting the stage to welcome our new members and share with them what  WWC has to offer.

The following are standard operating procedures designated by the  Board in 2020 to help facilitate consistent practices of the club.

1) Special Events
i.  The Board may sponsor special events; e.g., New Member Socials, Couples Events and Ladies Annual Event.
ii.  A Board member or general member may coordinate any of these events.
iii.  The Executive Board will propose a budget for the event. Special Events budgets must have prior approval of the Executive Board to be reimbursed.

2) Budgets and Financial Decisions
i.  Budgets and Financial Decision.
ii.  The Executive Board determines expenditures for General Board Approval.
iii.  An amount of no less than $2,500 shall remain in the WWC treasury at the end of the year.
iv.  The outgoing and incoming Treasurers and Presidents will prepare a  projected budget for the new Board and submit at the May Board meeting  for discussion and approval. The incoming Treasurer and President will  present/amend any changes for final approval at the August Board  meeting.
v.  Budget overruns must have prior approval of the Executive Board.
vi.  The President may approve non-budgeted expenditures under $50; over $50 requires General Board vote.
vii.  The Treasurer, President, or the Advisor may sign checks.
vii.  The Treasurer shall perform an annual review of the Director and  Officer Insurance carried by the WWC, to determine if cost and coverage  are appropriate for the following year. The Board recommends this  organization continue to carry said insurance in order to remain in  compliance with the Indemnification clause, outlined in Article IX of  the Bylaws.

3) Membership Lists/Directory/Newsletters/Web Page
i.  The information contained in the WWC database, directory,  newsletter, and on the Web Page is the sole property of the WWC and may  not be used by individuals or commercial establishments for purposes  other than a WWC approved activity. Our members’ privacy is deemed very  important to this club.
ii.  New Member Dues must be paid by the October Luncheon to be included in the Directory.
iii.  Previous year Member Dues must be paid by or at the October  Luncheon to be included in the Directory and receive the newsletters.
iv.  Updates to a member’s information must be submitted to the WWC  Membership Chair by the October Luncheon to be included in the  Directory.

4) Political/Religious Activity
i.  The WWC will not permit any kind of political/religious  activity including speakers, or distribution of literature of any kind  at any of its sponsored events.

5) Luncheon Cancellations and Reservations
i.  Members may cancel their luncheon reservation by 11:00AM on the Friday before the luncheon by contacting Reservations to receive a full refund. Cancellations that  do not meet these rules or no shows the day of the luncheon will not be  refunded.
ii.  All reservations and payment (Check, Cash and Credit Card) for the luncheon MUST be received by MUST be received by 5:00PM, the Wednesday before the luncheon.
a.  Reservation forms MUST accompany checks or cash for the  appropriate    amount and should be mailed to or dropped off at the WWC  P.O. Box. The Wakefield Women’s Club is not responsible for untimely  deliveries by the US Postal Service.
b.  When paying by credit card online requests for invoices must be made  by 5:00PM Tuesday to allow sufficient time to receive and pay the  invoice by the  the 5:00PM payment deadline on Wednesday.
iii.  If a Luncheon is rescheduled, the Reservation and Cancellation Dates are subject to change.
iv.  Membership takes precedence over guests when there is a waiting list for Luncheons.

6) Special Events Cancellations and Reservations
i.  Special Event reservations may be cancelled by the posted cancellation date and time prior to the event for a full refund.
ii.  All Special Event reservations and payment (Check, Cash and Credit Card) MUST be received by posted cutoff date and time.
a.  When paying by credit card online requests for invoices must be made  24 hours prior to cutoff date and time to allow sufficient time to  receive and pay the invoice.
iii.  Membership takes precedence over guests when there is a waiting list for Special Events.
 

7) Community Interest Announcements
i.  Those members who wish to publicize community interest activities or  commercial announcements may do so by placing flyers and or brochures  on the information table at monthly luncheons. The member is responsible  for placing the flyers ONLY on the designated table and for removing  them after the luncheon. This table will be in the foyer area. The  flyers are NEVER put on the luncheon tables in the dining room.
ii.  Email blasts, Newsletter articles and Website post regarding  community activities that benefit members are also acceptable, providing  they are not self-serving and have been approved by the President.

8) Activities
i.  All newly sponsored groups or events shall communicate with the Activities Chair(s) prior to commencement for approval.
ii.  Local guests (new prospective members) may attend up to two club  functions. After that, a prospective member must pay dues to continue  her eligibility to attend functions of the club.
iii.  The General Board must approve all fundraising activities bearing WWC name.
iv.  Activities should be self-sustaining.
a.  New activities chairpersons may apply to the WWC Board for assistance in start-up funding if the budget allows.
b.  Exceptions for special circumstances must be voted on annually by  the board before finalizing the budget at the August Board Meeting.
1.  Special circumstances are determined by the board and can include an  activity held monthly at the same member’s home (because of size, media  equipment, etc.) and is open to all members of the club.

9) Newsletter
i.  The deadline for submission of material for the newsletter  is on the Friday after the monthly General Board meeting. The newsletter  shall be sent out no later than two weeks prior to reservation cutoff  date for the next luncheon.
ii.  The addresses of members of the WWC will not be published in the newsletter.
iii.  Community announcements for non-WWC charitable functions and any  other community activities may be published in the newsletter (if space  permits), as well as website, pending approval by the President.
iv.  Articles for the newsletter shall be published as submitted by the  author. Spelling and grammar must be accurate. Any content changes or  length issues must be referred back to the author for change or  clarification in a timely manner.
v.  Advertisements/Articles for a business or an individual who owns a  business will not be published in the newsletter; however, they may be  deferred for publication on the website and/ or in the Directory.

10) Web Page
i.  Website will be maintained as needed. Monthly newsletters  will be posted, along with current membership forms, Bylaws, SOPs, club  activities/events, and other pertinent information approved by the WWC  Board.

11) Dues
i.  Dues will be fixed and determined by the current Executive  and General Board members and can be found on the website under  Membership.
ii. Membership forms are available on the website.

12) Luncheon/Special Events/Guests
i.  The current Board will determine costs for each of the above categories.
ii.  Luncheon/Special Event expenses will be paid for the following:
a.  The guest speaker per approval by 1st VP
iii.  Local guests (new prospective members) may attend up to two club  functions. After that, a prospective member must pay dues to continue  her eligibility to attend functions of the club
iv.  Luncheon Speakers
a.  At the discretion of the Board, speakers may sell items at the  luncheons provided they donate an item to be used for a door prize or  raffle that is of equal or greater value than the average of items  available for purchase.
b.  NOTE: All speakers’ topics/speeches are required to  be of a general nature. They should not be solicitous of a particular  brand item or mirror a political/religious view.

ARTICLE I – OFFICES

Section 1. Principal Office –  The principal office of the Corporation shall be located in North  Carolina, 14460 Falls of Neuse Road, Ste. 149-222, Wake County,  Raleigh,NC 27614.

Section 2. Registered Office –  The registered office of the Corporation required by law to be  maintained in the State of North Carolina may be, but need not be  identical with the principal office and shall be at such place within  the state as may, from time to time, be fixed and determined by the  Board of Directors.

ARTICLE II – PURPOSES

Section 1. Purpose – The purposes for which the Corporation is established are as follows:

1. To receive the assets of Wakefield Women’s Club.
2. To be a  social club which functions as a not-for-profit organization dedicated  to the promotion of social welfare and the furtherance of the common  good and general welfare of the people of the Wakefield community as  well as North Raleigh, Wake Forest and surrounding communities.

ARTICLE III – MEMBERSHIP AND VOTING RIGHTS

Section 1. Corporate Membership –  Pursuant to the Articles of Incorporation, the Corporation shall have  members. Members shall be admitted upon payment of dues and shall remain  members in good standing as long as dues are paid annually. Dues shall  be structured and set by the Board of Directors annually. The fiscal  year will be June 1 to May 31. Fees are determined by the current Board,  and are posted on the WWC Website. Lunch fees for members and guests  will be determined annually and posted on the website. Past Presidents  shall be honorary members for one year following their term.

Section 2. Eligibility –  Membership for new prospective members shall be open to any interested  woman residing in the Wakefield community, North Raleigh, Wake Forest,  and surrounding communities. After attendance at two events, a  prospective member must pay dues to continue her eligibility to attend  functions of the club. Members from the previous year must pay dues  prior to or at the October Luncheon to continue her eligibility to  attend functions of the club.

Section 3. Voting Rights – Voting rights shall be based on the current membership listing. Each member is entitled to one vote.

Section 4. Parliamentary Authority –  Robert’s Rules of Order (newly revised) shall be the parliamentary  authority for all matters of the Corporation, including membership  meetings and Board meetings.

ARTICLE IV – DIRECTORS

Section 1. General Powers –  The business, affairs and property of the Corporation shall be managed  by the Board of Directors. The Board shall establish policies, make  decisions pertaining to club business, review and approve programs and  events including fees. The Board shall have the authority to create and  remove committees at its discretion.

Section 2. Number, Term and Qualifications –  The number of Directors constituting the initial Board of the  Corporation shall be no more than 15. Notwithstanding the fact that the  initial Board is composed of no more than 15 directors. The number may  be fixed or changed from time to time by the Board of Directors. If one  of the appointed positions is held by co-chairs, they shall hold a  single director’s position (and therefore one total vote) without  increasing the number on the Board.

1. Each  director shall hold office for a maximum of two years; or until her  death, resignation, removal, disqualification, or the election and  qualification of her successor. Any exceptions made must be voted on by  the majority of the Board.

Section 3. Election of Directors –  The officers as set forth in Article VI shall automatically become  directors. The remaining directors shall be Hospitality Chairperson,  Activities Chairperson, Newsletter Editor, Community Chairperson,  Communications Chairperson, Webmaster/IT, and Reservations Chairperson.  In case of a tie vote, the President shall cast deciding vote.

Section 4. Resignation –  Any director may resign at any time by giving written notice to the  President. Such resignation shall take effect at the time specified  therein, or if no time is specified therein, at the time such  resignation is received by the President. The acceptance of such  resignation shall not be necessary to make it effective, unless  otherwise specified therein, in which event the resignation shall take  effect upon its acceptance by the Board of Directors.

Section 5. Vacancies –  A vacancy occurring in an appointed position on the Board of Directors  shall be filled for the remainder of that director’s term by the  President. A vacancy occurring in an elected position on the Board shall  be filled as set forth in Article VI.

Section 6. Executive Board – The elected officers serving on the Board of Directors shall serve as the Executive Board.

ARTICLE V – MEETINGS OF DIRECTORS

Section 1. Regular Meetings –  The Board shall meet at regular intervals at a time to be set by the  Board. If a majority of members cannot attend the meeting, the meeting  will be rescheduled. These meetings shall be known as General Board  meetings.

Section 2. Executive Board Meetings –  The affairs of the club shall be managed by the Executive Board in the  intervals between General Board meetings. The Executive Board may (1)  conduct meetings to transact necessary business in the intervals between  General Board meetings; (2) create special committees; (3) approve  standing and special committees plans of work; (4) present a report of  Executive Board activities at the General Board meeting; (5) select an  auditor or audit committee to audit the Treasurer’s accounts; (6)  prepare and submit budget(s) to the General Board for adoption for the  year; (7) approve routine bills within the limits of the budget and the  fiscal guidelines of the club.

A majority of the Executive Board  shall constitute a quorum. Regular meetings of the Executive Board may  be held at a time to be fixed at the first meeting of the year and/or  special interim meetings of the Executive Board may be held with one (1)  day telephone or email notice made to the Executive Board. Any General  Board member may attend any Executive Board meeting at any time.  Attendance by a director at a meeting shall constitute a waiver of  notice of such meeting, except when a director attends a meeting for the  express purpose of objecting to the transaction of any business because  the meeting is not lawfully called.

Section 3. Notice of Meetings –  Meetings of the Board of Directors may be held without notice. The  person or persons calling a special meeting of the Board of Directors  shall, at least one day before the meeting, give notice thereof by any  usual means of communication. Such notice need not specify the purpose  for which the meeting is called.

Section 4. Manner of Acting –  Except as otherwise provided in this section, the act of the majority  of the directors present at a meeting at which a quorum is present shall  be the act of the Board of Directors. No formal order of business need  be followed at any meeting, regular or special, of the Board of  Directors.

Section 5. Informal Action by Directors –  Action taken by three-fourths of the directors without a meeting is  nevertheless Board action if written consent to the action in question  is signed by all of the directors and filed with the minutes of the  proceedings of the Board, whether done before or after the action so  taken.

Section 6. Open Meetings – All Board meetings are open to the general membership.

ARTICLE VI – OFFICERS

Section 1. Duties –  The Board shall establish policies, make decisions pertaining to club  business, review and approve all club programs and special events  including fees. The Board shall have the authority to create and remove  committees, as necessary at its discretion.

Section 2. Number and Term –  The officers of the Executive Board shall consist of a President, 1st  Vice President, 2nd Vice President, Secretary, Treasurer, Membership  Chair, and Advisor.

Section 3. Election and Term –

1. Nominating Committee
2. The  Advisor shall appoint a five (5) member nominating committee in January  of each year, which may include members of both the Executive and  General Board. The Advisor will chair this committee.
3. In  addition to the Advisor, a maximum of two (2) members of the Nominating  Committee shall ideally be selected from the general membership.
4. Procedures
5. The  Advisor will prepare an announcement of the forthcoming election and  publish that announcement in the February (released in January) and  March (released in February) newsletters in order to allow members to  bring forward names for positions.
6. Any Board  member may apply for a position by submitting her name to the Nominating  Committee. Similarly, any member in good standing of the club may  submit her name for a position to the Nominating Committee.

iii.        If there are no  volunteers for any or all positions, the Nominating Committee will seek  candidates for those positions.

1. The  Nominating Committee shall publish a slate of one or more candidates for  each of the officer positions in the April (released in March)  newsletter.
2. The Nominating Committee shall offer the slate of nominees at the April luncheon/meeting.
3. Floor nominations may be taken immediately following presentation of the slate.

vii.       Elections shall be held  during the April luncheon meeting after the Nominating Committee  Chairperson has introduced the candidates for office. The election  results will be duly noted at the meeting.

viii.      New officers shall assume  official duties beginning June 1 of each year, but are expected to meet  with their prior board position in May to review duties and expectations  as outlined in the Roles and Responsibilities. This is vital to a  successful transition.

1. Eligibility of Candidates/Terms of Office
2. Each candidate for each office must be a member in good standing of the club.
3. Officers  are not requested to serve more than two (2) years consecutively in the  same position. Any exception to the length of time a Director may serve  in the same position will be voted on by the Board.

iii.        In the event there are no  candidates for a Board position, the President may request an existing  Board member to continue or to assume additional responsibilities for  the remaining board year or an additional year.

1. Voting
2. When there  are floor nominations, voting of the entire group of candidates will be  by secret ballot. If there are no floor nominations, the election of  candidates shall proceed according to parliamentary procedure.
3. There shall be no absentee voting.

iii.        Candidates shall be elected by receiving a simple majority.

1. In case of a tie vote for any office, a second vote of members present shall be taken by secret ballot.
2. Tellers shall be appointed by the Nominating Committee when a secret ballot is used.

Section 3. Resignations –  Any officer may resign at any time by giving written notice to the  President. Any such resignation shall take effect upon acceptance of it  by the Board of Directors or by the officer or agent appointing the  person so resigning. A director position may be asked to resign if  deemed necessary and voted on by the Executive Board.

Section 4. Bonds –  The Board of Directors may by resolution require any or all officers,  agents, and members of the Corporation who may receive, handle or  disburse money for its account, or who may have any of the Corporation’s  property in her custody or be responsible for its safety or  preservation, to give bond, in such sum and with such sureties as  satisfactory of the duties of her respective office or position, and for  the restoration to the Corporation, in the event of her death,  resignation, or removal from office, of all books, papers, vouchers,  moneys, and other property of whatever kind belonging to the Corporation  and in her custody.

Section 5. Delegate Duties –  In case of the absence of any officer of the Corporation or for any  other reason that the Board may deem sufficient, the Board may delegate  the powers or duties of such officer to any other officer or to any  director for a stipulated time, provided two-thirds of the entire Board  of Directors concurs therein, and provided that the same is not  otherwise in conflict herewith.

Section 6. Vacancies – The following provisions shall apply in the event of a permanent or temporary vacancy in an officer’s position.

1. In the temporary absence of the President, her duties shall be performed by the elected officers in order of their naming.
2. In the  event of the resignation of the President, the 1st Vice President shall  automatically assume the presidential duties and appoint a new 1st Vice  President.
3. Vacancies  in officers’ positions will be filled by appointment by the President  and confirmed by a majority vote of the Executive Board.
4. The Executive Board shall have the authority to remove a Board member for cause by a majority vote of the Executive Board.

ARTICLE VII – GENERAL MEMBERSHIP MEETINGS

Section 1. Timing –  Monthly luncheons for the general membership shall be held on the  second Wednesday of each month between September and May, inclusive,  unless the Board of Directors decides one month in advance for holiday  conflict, unavailability of facilities, etc.

Section 2. Club Updates –  At the general membership luncheons, the President or Secretary will  report club/event updates. Also, the remaining Board members shall give  pertinent activity reports. Board positions that are co-shared are  expected to have one representative at each board meeting to present  updates.

ARTICLE VIII – CONTRACTS, LOANS, CHECKING AND DRAFTING, DEPOSITS

Section 1. Contracts –  The Board of Directors may authorize any officer or officers, agent or  agents, to enter into any contract or execute and deliver any instrument  on behalf of the Corporation, and such authority may be general or  confined to specific instances.

Section 2. Loans –  No loans shall be contracted on behalf of the Corporation and no  evidence of indebtedness shall be issued in its name unless, except, and  as authorized by a resolution of the Board of Directors. Such authority  may be general or confined to specific instances.

Section 3. Checking and Drafting –  All notes, checks, drafts, acceptances or other orders for the payment  of money issued in the name of the Corporation shall be signed by one  officer and reviewed by a second officer of the Corporation and in such  manner as shall from time to time be determined by resolution of the  Board of Directors.

Section 4. Deposits –  All funds of the Corporation not otherwise employed shall be deposited  from time to time to the credit of the Corporation in such depositories  as the Board of Directors shall direct, or as may be selected by an  officer or officers, agent or agents, of the Corporation to whom such  power may, from time to time, be given by the Board of Directors.

ARTICLE IX– INDEMNIFICATION

Section 1. Actions by Outsiders –  The Corporation shall indemnify any person who was or is a party or is  threatened to be made a party to any threatened, pending or completed  action, suit or proceeding, whether civil, criminal, administrative or  investigative (other than an action by or in the right of the  Corporation) by reason of the fact that she is or was a director or  officer of another corporation, partnership, joint venture, trust or  other enterprise, against expenses (including attorneys’ fees),  judgments, money decrees, penalties, fines and amounts paid in  settlement actually and reasonably incurred by her in connection with  such action, suit or proceeding if she acted in good faith and in a  manner she reasonably believed to be in or not opposed to the best  interest of the Corporation, and, with respect to any criminal action or  proceeding, had no reasonable cause to believe her conduct was  unlawful. The termination of any action, suit or proceeding by judgment,  order, settlement, conviction, or upon a plea of nolo contend ere or  its equivalent, shall not, of itself, create a presumption that the  person did not act in good faith and in a manner which she reasonably  believed to be in the best interest of the Corporation, and, with  respect to any criminal action or proceeding, had no reasonable cause to  believe that her conduct was unlawful.

Section 2. Determination of Entitlement –  Any indemnification under Section 1 of this Article IX (unless ordered  by a court) shall be made by the Corporation only upon a determination  that indemnification of the director or officer is proper in the  circumstances because she has met the applicable standard of conduct set  forth in said Section 1. Such determination shall be made (a) by the  Board of Directors by a majority vote of a quorum consisting of  directors who were not parties to such action, suit or proceeding, or  (b) if such quorum is not obtainable, or, even if obtainable if a quorum  of disinterested directors so directs, by independent legal counsel in a  written opinion.

Section 3. Advances –  The Corporation’s officers may be reimbursed for advances made on  behalf of the Corporation following adequate proof of the same and upon  approval by a majority of the Board of Directors, provided, however,  that said advances were made in furtherance of the Corporation’s  purposes and reimbursement for the same will not compromise the  Corporation’s non-profit status. The Treasurer shall keep details of  such reimbursements for advances in the financial records of the  Corporation.

Section 4. Other Employees or Agents –  Persons who are not directors or officers of the Corporation but are  employees or agents of the Corporation or are serving at the request of  the Corporation as employees or agents of another corporation,  partnership, joint venture trust or enterprise may be indemnified to the  extent authorized by any time or from time to time by the Board of  Directors of the Corporation.

Section 5. Not Exclusive, Benefits –  The indemnification provided by this Article IX shall not be deemed  exclusive of any other rights to which any person indemnified may be  entitled under any agreement, vote of disinterested directors, or  otherwise, both as to action in her official capacity and as to action  in another capacity while holding such office, and shall continue as to a  person who has ceased to be a director or officer and shall ensure to  the benefit of the heirs, executors and administrators of such a person.

Section 6. Contract Rights –  The assumption by a person of a term of office as a director or officer  of the Corporation or, at the request of the Corporation, a director or  officer of another corporation, partnership, joint venture, trust or  other enterprise, shall constitute a contract between such person and  the Corporation entitling her during such term of office to all of the  rights and privileges of indemnification afforded by this Article IX as  in effect as of the date of her assumption of such term of office, but  such contract shall not prevent the amendment of this Article IX in  respect of any future term of office of such person or in respect to any  other person.

Section 7. Partial Invalidity –  The invalidity or unenforceability of any provision of this Article  shall not affect the validity or enforceability of any other provision  hereof.

ARTICLE X – GENERAL PROVISIONS

Section 1. Seal –  The corporate seal, if any, of the Corporation shall be in such form as  shall be approved by the Board of Directors from time to time.

Section 2. Waiver of Notice –  Whenever any notice is required to be given to any director under the  provisions of the North Carolina Business Corporation Act or under the  provisions of the charter or Bylaws of this Corporation, a waiver  thereof in writing signed by the person or persons entitled to such  notice, whether before or after the time stated therein, shall be  equivalent to the giving of such notice.

Section 3. Fiscal Year – The fiscal year of the Corporation shall be June 1 to May 31.

Section 4. Amendments –  Except as otherwise provided herein these Bylaws may be amended or  repealed and new Bylaws may be adopted by the affirmative vote of a  majority of those present at any general board meeting. The Executive  Board must first approve the intended change. 

Section 5. Availability of Copies – Copies of the Bylaws shall be available to the members via the website.

Certification – Signatures on file and maintained by the Secretary