The Woman’s Club of Sewickley Valley Bylaws

Organized 1897 – Incorporated 1899 – Incorporated 1952

Article I

Name
The name of this organization shall be The Woman’s Club of Sewickley Valley.

Article II

Object
The object of the Club shall be to unite the influence, sympathy and counsel of the women of Sewickley Valley, to promote legislative, educational, moral and social measures.

Article III

Membership
Section 1. The membership of the Club shall be limited to women who endorse the object of the Club.
Section 2. A woman whose interests coincide with those stated in Article II is eligible for membership, at the discretion of the Membership Committee and the Executive Board.
Section 3. Membership applications shall be secured from the Vice President and, upon completion, shall be returned accompanied by annual dues.
Section 4. It shall be the duty of the Vice President to receive all applications for membership and send letter of acceptance to the applicant.
Section 5. Any member wishing to resign should send a written resignation to the Vice President, who shall present it to the Board for acceptance.
Section 6. A past member in good standing may be reinstated upon payment of the current annual dues.
Section 7. At the discretion of the Board of Directors, a member/person may be elected by the Board of Directors for life membership. The (those) individuals(s) may attend meetings but shall not be responsible for dues and will not have the right to vote.

Article IV

Dues
Section 1. An initiation fee may be required of each member upon election to membership.
Section 2. On or before June 15, the Treasurer shall send a bill for dues to each member. A second notice shall be sent by August 1. If the dues are not paid by October 1, the member shall be dropped from the Club.
Section 3. The fiscal year of the Club shall be from May 1 of one year through April 30 of the following year.

Article V

Election of Officers
Section 1. The Board, at its January meeting shall select a Nominating Committee of three (3) members. No member of the Board shall be eligible to serve. The Committee shall be announced at the Club’s next regular meeting, and the names of its members posted. This Committee shall nominate a candidate for each position, shall report to the Club and shall post the nominations no later than two weeks before the annual meeting.
Section 2. Nominations may be made from the floor provided the nominee has consented to serve if elected.
Section 3. The Board shall be elected at the Annual Meeting to serve for one year. The term of office shall begin at the close of the annual meeting, except for the Treasurer, who shall assume office at the beginning of the fiscal year. A majority vote of the members present shall elect.
Section 4. A member shall be eligible to hold a Board position after being a member of the Club for one (1) season. Only one (1) position shall be held at the same time. Only two (2) consecutive terms shall be served in the same position. A Board member shall be limited to four (4) consecutive years, unless elected President, which shall extend the total tenure to a maximum of six (6) consecutive years of service. All Board members remain in office until their successors are elected.

Article VI

Officers and Duties
Section 1. The members of the Board shall be a President, a Vice President, a Secretary, a Treasurer, and three (3) Directors. (Amendment)
Section 2. It shall be the duty of the President to preside at meetings of the Club and the Board and to perform such other duties as are specified in these Bylaws. The President shall be an ex-officio member of all committees except the Nominating Committee.
Section 3. It shall be the duty of the Vice President to perform the duties of the President in her absence or inability to serve. If a vacancy occurs in the office of the President, the Vice President shall immediately become President and serve for the remainder of the term. She shall notify applicants of election to membership. (Amendment) The Vice President shall also fulfill the responsibilities of the former Publicity Director.
Section 4. It shall be the duty of the Secretary to keep a record of all meetings of the Club and of the Board and to conduct such general correspondence as the Club or the Board shall direct. (Amendment) It shall also be the responsibility of the Secretary to function as the Club Archivist.
Section 5. It shall be the duty of the Treasurer to collect dues and to be custodian of the funds of the Club. She shall disburse such funds only upon order of the Club or of the Board. She shall make a monthly statement to the Board and an annual report to the Club at the first official meeting of the club year. The annual report shall be audited by an auditor appointed by the Board. All checks shall be signed by the Treasurer and either the President, Vice President or Secretary.
Section 6. Each of the five (3) Directors shall be responsible for one of the following: Hospitality House, Program and Publications or Publicity. Each Director shall present her report and records to the President before the Annual Meeting.

Article VII

The Board
Section 1. The officers and directors of the Club shall constitute the Board.
Section 2. The Board shall transact the business of the Club and perform such other duties as specified by these Bylaws. The Board shall work closely with the Program Director in preparing the program for the Club year.
Section 3. Regular meetings of the Board should be held once a month from September to May, inclusive. Special meetings may be called by the President and shall be called upon the request of three (3) members of the Board.
Section 4. Four (4) members of the Board shall constitute a quorum. (Amendment)
Section 5. The Board shall fit vacancies in its own body.

Article VIII

Meetings
Section 1. Regular meetings of the Club should be held from October to April, inclusive, unless otherwise ordered by the Club or by the Board.
Section 2. The last regular meeting shall be known as the Annual Meeting and shall be held for the election of officers, receiving annual reports of officers and committees, and for any other business that may arise.
Section 3. Special meetings of the Club may be called by the Board and shall be called upon written request of twenty (20) members of the Club. Written notice of all special meetings shall be given to the members at least ten (10) days in advance.
Section 4. Non-members may attend no more than two (2) open meetings of the Club during the Club year, and then only when accompanied by a member and upon payment of the guest fee.
Section 5. Twenty (20) members of the Club shall constitute a quorum.

Article IX

Committees
Special committees may be formed by the Board as needed.

Article X

Dissolution
Section 1. The Club may be dissolved only by a three-fourths vote of the membership present and voting. Two (2) notices of the proposed dissolution shall be mailed to each member. The first notice shall be mailed at least thirty days prior to the meeting, and the second notice shall be mailed at least ten (10) days prior to the meeting.
Section 2. In case of dissolution, the net assets of the Club shall be applied and distributed as follows:

a. All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made, therefore.
b. Provision shall be made for the disposal of all records and property.
c. Any remaining assets after all debts have been discharged shall be voted by the members, upon recommendation of the Board to be given and transferred to one or more organizations in the Sewickley area whose aims and purposes are compatible with those as stated in Article II.  Special consideration should be given to organizations with which the Club has been historically related.

Article XI

Amendment to Bylaws
These Bylaws may be amended at any meeting of the Club by a two thirds vote of the members present and voting, provided due notice of the proposed amendment has been given each member at least ten (10) days before the meeting at which action is to be taken.

Article XII

Parliamentary Authority
The rules contained in the current Robert’s Rules of Order Newly Revised shall govern the Club in all cases in which they are applicable, and in which they are not inconsistent with these Bylaws.

Article XIII

Indemnification
The Club shall indemnify, except as prohibited by law, (including but not limited to the indemnification provided by 42 PA. Con. Stat Section 8365 of Directors’ Liability Act of November 28, 1986 P.L. 1458, No 145), each Director or Officer (including each former Director or Officer) of the organization who was or is made a party to, or a witness in, or is threatened to be made a party to or a witness in any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was an authorized representative of the Club, against all expenses (including attorney’s fees and disbursements), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding. The Club shall pay the expenses (including attorney’s fees and disbursements) incurred by a Director or Officer in defending or appearing as a witness in any civil or criminal action, suit or proceeding described of such action, suit or proceeding. The Club may purchase and maintain insurance to protect itself and any such Director or Officer against any liability cost or expense incurred in connection with any such action suit or proceeding.

The Woman’s Club of Sewickley Valley was organized in 1897.
Bylaws revised – 1953
Bylaws amended – 1961, 1974, 1980, 1988, 1994, 2004
Bylaws revised – 2009, 2011, 2015