Bylaws
Women’s Voices Raised for Social Justice
Bylaws
Article I
Name
The name of this organization shall be Women’s Voices Raised for Social Justice (Women’s Voices).
Article II
Purpose and Policy
Sec. 1. Purposes.
Women’s Voices shall be a non-profit organization, whose purpose shall be to identify, research and discuss social justice issues; to mobilize, energize and inspire the membership and others to action; and to work as individuals and in community for social justice.
Sec. 2. Political Policy.
Women’s Voices shall not support or oppose any political party or any candidate.
Article III
Membership
Sec. 1. Eligibility.
Any person who subscribes to the purposes and policy of this organization is eligible for membership.
Sec. 2. Membership categories and benefits.
Membership categories and benefits shall be determined by the Board of Directors (the Board).
Sec. 3. Dues.
Dues, payable annually, shall be established by the Board.
Sec. 4. Voting.
Each dues-paying member of the organization shall be entitled to vote. Electronic voting shall be permitted at the discretion of the Board. The Board shall establish a voting process when other votes are required of the membership.
Article IV
Meetings of Members
Sec. 1. Annual Meeting.
An annual meeting shall be held in May. The time and place of the meeting shall be determined by the Board. Membership shall receive notice by e-mail of the meeting at least two weeks in advance. The purpose of the annual meeting shall be to: receive the annual report of the president; elect officers and directors; and transact any other business which may come before the meeting.
Sec. 2. Quorum.
Five percent of the active membership (i.e. members whose dues are paid in full or whose dues were waived), two of whom shall be officers of the organization, shall constitute a quorum at any meeting of members.
Sec. 3 Voting
All issues to be voted on, including election of Board officers and members, shall be decided by a simple majority of the members present at the meeting at which the vote takes place. Electronic votes, when required, shall be decided by a simple majority of the members responding by the deadline set forth in an email.
Article V
Board of Directors
Sec. 1. General Powers.
The affairs of the organization shall be managed by its Board of Directors. The Board shall have control of and be responsible for the management of the affairs and property of the organization with full power and authority to manage and conduct same, including, but not limited to, the disbursement of funds.
Sec. 2 Number, composition, and compensation.
The number of Directors shall consist of no less than seven (7) and no more than seventeen (17) including the following officers: the President (or co-Presidents), the Vice President/President-elect, the Secretary, and the Treasurer. The Board receives no compensation.
Sec. 3. Selection and Term.
The Board shall consist of the officers of the organization, the immediate past president (when applicable), and up to six elected directors and five appointed. The directors shall be elected to one-year terms. No Board member may serve more than six (6) consecutive terms.
Sec. 4. Qualification.
All directors shall be active members of the organization.
Sec. 5 Election and vacancies.
At each annual meeting of the membership, Board members for the following year shall be elected by the membership. Vacancies occurring between annual meetings may be filled for the balance of the term by election by the remaining Board members.
Sec. 6. Meetings.
The Board shall meet at least four times per year at a time and place designated by the president. Special meetings may be called at the discretion of the president. At least two weeks notice shall be given to the members of the Board of the time and place of regular meetings, and at least five (5) days notice shall be given for special meetings.
Sec. 7. Quorum.
One more than half the members of the Board shall constitute a quorum.
Sec. 8. Removal from Office.
Three consecutive absences from Board meetings shall automatically constitute a resignation.
Article VI
Officers
Sec. 1. Election, Qualification and Term.
The officers of this organization shall be the President or co-presidents, Vice-president/president-elect, Secretary and Treasurer, all of whom shall be voting members of the organization. All officers shall be elected at the annual meeting by a majority vote of those present. They shall begin their terms immediately following the annual meeting. All officers shall be elected for one-year terms. No officer may serve more than four consecutive full terms in any one office.
Sec. 2. Vacancies.
Should there be a vacancy in any of the officer positions, the vacancy shall be filled by appointment of the Board, with the appointment to remain in full force and effect until the next regular election.
Sec. 3. The President.
The president or co-presidents shall have such powers of supervision and management as customarily pertain to the office; shall preside at all meetings or designate another person to do so; shall appoint chairpersons of all committees; shall be an ex officio member of all committees except the nominating committee; shall present an annual report to the membership at the annual meeting; may sign or endorse checks in the absence of the treasurer; and shall perform such other duties as the Board may direct. In the event of the absence, disability, resignation or death of the president or a co-president, the vice-president shall assume the office. If the vice-president is unable to serve as president or co-president, the Board shall fill the vacancy from among the elected directors.
Sec. 4. The Vice-President/President-elect.
The vice-president shall perform such duties as the president and Board shall direct. The Board shall designate the vice-president to sign or endorse checks in the absence or disability of both the president and treasurer. The vice-president shall be vested with the powers and perform the duties of the president during the absence of the president.
Sec. 5. The Secretary.
The secretary, assisted by a staff member, shall keep minutes of the meetings of the Board, general meetings where business is discussed and the annual meeting; and shall perform such other duties as the president and Board shall direct.
Sec. 6. The Treasurer.
The treasurer shall insure there is timely and adequate management of financial resources, including ensuring that the Board engages a qualified accountant or financial firm to assist with financial management. The treasurer shall advise the Board of any significant financial matters that require action by the Board. To enable the Board to monitor the organization’s financial resources, the treasurer shall present relevant financial statements to the Board at their regular meetings.
Article VII
Nominations and Elections
Sec. 1. Nominating Committee.
The nominating committee shall consist of three members appointed by the Board. The report of the nominating committee containing its nominations for officers and directors shall be sent to the members two weeks prior to the annual meeting. Following submission of the candidates at the annual meeting, nominations may be made from the floor provided the consent of the nominees has been obtained.
Sec. 2. Elections.
The election shall be by ballot. A majority vote of those present and qualified to vote shall constitute an election.
Article VIII
Committees
Sec. 1 Committees
The Board may create committees as needed, such as Development, Education/Programs, Advocacy, and Membership. There shall be one standing committee, the Executive committee. The Board president appoints all committee chairs, and committee chairs must be members of the Board.
Sec. 2 Executive Committee
The president, the vice-president, the secretary, the treasurer shall serve as members of the Executive Committee. Except for the powers to amend the Articles of Incorporation and the Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings, subject to the direction of the Board. The Executive Committee shall report to the Board on all actions taken by it.
Article IX
Director and Staff
Sec. 1 Executive Director
The Board may hire an Executive Director to have day-to-day responsibility for managing Women’s Voices, including carrying out the organization’s goals and Board policy. The Executive Director will attend all Board meetings, report on progress, answer questions, and carry out the duties of the written job description; but shall not be entitled to vote. The Executive Director shall perform additional duties as may be directed by the Executive Committee, which shall also be responsible for an annual evaluation of the Executive Director. The Executive Director shall be subject to hire and termination by majority vote of the Board.
Sec. 2 Other Staff
The Executive Director may hire such other staff as authorized by the Board, and such staff person shall be subject to hire and termination by the Executive Director. If there is no Executive Director, the Board may hire such other staff as necessary to carry out the mission and functions of the organization. Such staff person shall be subject to hire and termination by the Board.
Article X
Conflict of Interest Policy
The Board shall adopt a conflict of interest policy that covers board members, staff members, and volunteers with decision-making authority with respect to the resources of the organization. The conflict of interest policy should identify the types of conduct or transactions that raise conflict of interest concerns, set forth procedures for disclosure of actual or potential conflicts, and should provide for review of such transactions by the uninvolved directors.
Article XI
Indemnification and Insurance
Sec. 1 General
Women’s Voices shall indemnify its directors and officers to the fullest extent permitted by Missouri and federal law including the payment of related legal expenses incurred by such director or officer in connection with the defense of any action, suit or proceeding in which that officer or director was made a party by reason of being or having been an officer or director of the organization
Sec. 2 Insurance
The Board shall evaluate the organization’s needs for insurance coverage as appropriate for its activities including but not limited to general liability insurance, and directors and officers liability insurance.
Article XII
Corporate Records
The organization shall keep complete books and records of account and shall also keep minutes of the proceedings of the Board at the principal office of the Corporation, as well as its articles of incorporation, current bylaws, and board approved policies.
Article XIII
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and not inconsistent with these bylaws.
Article XIV
Amendments
These bylaws may be amended at any regular or special Board meeting by a majority vote of those members present and voting. Proposed amendments shall be submitted in writing to the Board at least two (2) weeks prior to the meeting.
The bylaws of Women’s Voices Raised for Social Justice adopted the 19th Day of October, 2006; Amended the 14th day of January, 2010; Amended 9th day of May, 2013; Amended 18th day of July, 2016; Amended the 13th day of March, 2018; Amended the 13th day of February, 2020; Amended the 27th day of October, 2022.
