By-Laws of the Episcopal Women’s History Project, Inc.
2/10/92, rev. 6/96, 12/97, 2/05, 2/09
ARTICLE I – OFFICES
The principal office of the corporation shall be in the city of New York, County of New York, State of New York. The corporation may also have offices at such other places within or without the state as the Board may from time to time determine or the business of the corporation shall require.
ARTICLE II – PURPOSES
The purposes for which this corporation has been organized are as follows:
To promote and encourage research, writing and publication in all matters touching upon the history of women in the Episcopal Church;
To promote and encourage the collection and preservation of records and other artifacts or items of interest pertaining to such history;
To foster and promote public knowledge of and interest in such history.
ARTICLE III – SUPPORTING MEMBERSHIP
1. QUALIFICATIONS FOR SUPPORTING MEMBERSHIP
Any person who is interested in the purposes and principles of the corporation and is willing to uphold its policies and subscribes to its By-Laws may become a Supporter upon written application and payment of support, if any, as hereinafter provided. The Directors may from time to time set a minimum level of supporting contribution to qualify for voting membership.
The Annual Meeting of Supporters of the corporation shall be held in congruence with the Spring meeting of the Board of directors and failing that, the date shall be set as convenient to the Board of directors and the general membership. The Secretary shall cause to be mailed to every Supporter in good standing at their addresses as they appear on the Supporters roll of the corporation, a notice stating the time and place of the annual meeting.
Regular meetings of the corporation shall be held at the office of the corporation or at such other place within or without New York, as may be fixed from time to time by the Board of Directors.
A quorum must be present to conduct the business of the corporation. A quorum in this case consists of 100 votes or 1/10th of the number of votes entitled to be cast, or whichever is the lesser. However, a lesser number may adjourn the meeting for a period of not more than four weeks from the date scheduled by the By-Laws, and the secretary shall cause a notice of the rescheduled date of the meeting to be sent to those Supporters who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting. Duly signed proxy forms shall be counted as though the person were present in the determination of a quorum.
A Supporters roll showing the list of supporters as of the record date, certified by the Secretary of the corporation, shall be produced at any meeting of Supporters upon the request of any Supporter, who has given written notice to the corporation that such request will be made at least 10 days prior to such meeting. All persons appearing on such Supporters roll shall be entitled to vote at the meeting.
3. SPECIAL MEETINGS
Special meetings of the corporation may be called by the directors. The Secretary shall cause a notice of such meeting to be mailed to all Supporter at their addresses as they appear on the Supporters roll at least 10 days but not more than 50 days before the scheduled date of such meeting. Such a notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
4. FIXING RECORD DATE
For the purpose of determining the Supporters entitled to notice of or to vote at any meeting of Supporters of any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of Supporters. Such date shall not be more than 50 nor less than 10 days before any such meeting, not more than 50 days prior to any other action.
5. ACTIONS BY SUPPORTERS WITHOUT A MEETING
Whenever Supporters are required or permitted to take any action by vote, such actions may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the Supporters entitled to vote thereon.
Every Supporter entitled to vote at a meeting of Supporters or to express consent or dissent without a meeting may authorize another person or persons to act in their stead as proxy.
Every proxy must be signed by the Supporter or the Supporter’s attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Supporter executing it, except as otherwise provided by law.
7. ORDER OF BUSINESS
The order of business at all meetings of Supporters shall be as follows:
1. Roll Call
2. Reading the minutes of the preceding meeting
3. Reports of committees
4. Reports of officers
5. Old business
6. New business
7. Items for the Good and welfare of the organization
ARTICLE IV – MANAGEMENT
1. MANAGEMENT OF THE CORPORATION
The corporation shall be managed by the Board of Directors which shall consist of not less than three nor more than 15 directors. Each director shall be at least 19 years of age, and must be a Supporter of the organization at the time of election.
2. ELECTION AND TERM OF DIRECTORS
At each Annual Meeting of Supporters, the membership shall elect Directors. The term of office for a director is three years. Each director shall hold office until the term of election expires and until a successor has been elected and shall have qualified, or until their resignation or removal from office. The term of a new Director shall be arranged so that each year one third of the terms of office shall expire. No Director shall serve more than two consecutive full terms. A former director who has served two consecutive full terms is eligible for election to the board one year after leaving office. Terms begin immediately upon election and expire at the appropriate annual meeting.
3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS, VACANCIES
The Board of Directors may increase or decrease its number within the limits prescribed above. Should a decrease occur, no duly elected Director may lose their seat until the term for which there were elected expires. Should the number of directors be increased, these seats shall be filled by the election procedure prescribed above.
Vacancies shall be filled in a timely manner, either by vote of the Supporters at the Annual Meeting or by appointment by the current directors. A Director elected to fill a vacancy cause by resignation, death, or removal shall be elected for the unexpired term of the predecessor.
4. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed for cause by the vote of the Supporters or by action of the Board. Directors may be removed without cause only by vote of the Supporters. Directors shall be expected to attend all meetings of the board. In the event of two consecutive absences, a director may be asked by the board to resign.
A director may resign at any time by giving written notice to the Board, the President, or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
6. QUORUM OF DIRECTORS
Unless otherwise provided in the Certificate of Incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or any specified item of business.
7. ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director shall have one vote.
8. REGULAR ANNUAL MEETING OF THE BOARD
A regular annual meeting of the Board of directors shall be held immediately following the Annual Meeting of Supporters at the place of such Annual Meeting.
9. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT
Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days’ notice to each director either personally or by mail or by other written communication; special meetings shall be called by the President, or by the Secretary in like manner, on written request of two Directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at the commencement, the lack of notice.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.
Meetings may be held virtually (i.e. through electronic means or by telephone). Those participating in the virtual meeting shall be counted as if actually present for the purposes of quorum, and such meetings shall be subject to all By-Laws requirements for a face-to-face meeting of the Board.
At all meetings of the board, the President, or in that absence, the Vice-President shall preside. Should neither officer be able to preside, the board shall choose someone to preside.
ARTICLE V – OFFICERS
1. OFFICERS, TERMS
Unless otherwise provided for in the Certificate of Incorporation, the Board may elect or appoint a President, a Vice-President, a Secretary, and a Treasurer, and such other officers as it may determine, who shall have such duties, powers, and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the next election. Each officer shall hold office for the term elected or appointed, and until a successor has been elected or appointed and qualified. Officers may serve for up to three consecutive one-year terms.
2. REMOVAL, RESIGNATION
An officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the office of President and Secretary.
The president shall be the chief executive officer of the corporation; shall preside at all meetings of the Supporters and of the Board; shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect.
During the absence or disability of the President, the Vice-President shall have all the powers and functions of the President. The Vice-President shall perform such other duties as the Board shall prescribe.
5. TREASURER, ASSISTANT TREASURER
The Treasurer shall have knowledge and responsibility for all the funds and securities of the corporation, shall deposit said funds in the name of the corporation in such bank or trust company as the Directors may elect; shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the corporation when countersigned by the President; shall also sign all checks, drafts, notes, and order for the payment of money, which shall be duly authorized by the Board of Directors and shall be either countersigned by the President or the specific amount and expenditure approved by the President in some other form of writing; shall at all reasonable times exhibit the bonds and accounts to any Director or member of the corporation upon application at the office of the corporation during ordinary business hours.
At the end of each corporate year, the Treasurer shall have an audit of the accounts of the corporation made by a committee appointed by the President; shall present such audit in writing at the Annual Meeting of Supporters, at which time the Treasurer shall also present an annual report setting forth in full the financial conditions of the corporation.
The Board may appoint one or more Assistant Treasurers to assist the Treasurer. During the absence or disability of the Treasurer, the Assistant Treasurer, or if there is more than one, the one so designated by the Secretary or by the Board, shall have the powers and functions of the Treasurer.
The Secretary shall keep the minutes of the Board of Directors and also the minutes of the Annual Meeting of Supporters. The Secretary shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors; shall attend to the giving and serving of all notices of the corporation; shall have charge of such books, papers, tapes and artifacts as the Board of directors may direct; shall attend to such correspondence as may be assigned, and perform all the duties incidental to this office. The Secretary shall keep a membership roll containing the names, alphabetically arranged, of all persons who are Supporters of the corporation, showing their places of residence and the time when they became Supporters.
During the absence or disability of the Secretary, the President with the agreement of the Board, shall appoint a Secretary Pro-tem who shall have all the powers and functions of the Secretary. The Board may also appoint one or more Assistant Secretaries to assist the Secretary.
7. EX-OFFICIO MEMBERS OF THE BOARD
The Board may appoint ex-officio members. Ex-officio members shall have voice but no vote and serve at the will of the Board. Officers who are not current elected or appointed members of the Board of directors shall be ex-officio members. Such ex-officio members often will include the immediate past president, the editor of the organization’s newsletter and a chaplain.
8. SURETIES AND BONDS
In case the Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of their duties to the corporation and including responsibility for negligence and for the accounting for all property, funds, or securities of the corporation which may come into the hands of such persons.
ARTICLE VI – CONSTRUCTION
If there be any conflict between the provisions of the Certificate of Incorporation and the By-Laws, the provisions of the Certificate of Incorporation shall govern.
ARTICLE VIII – AMENDMENTS
The By-Laws may be adopted, amended or repealed by the Supporters at the time they are entitled to vote in the election of Directors by the two-thirds vote of Supporters present or voting by proxy. By-Laws may also be adopted, amended or repealed by the Board of directors by the two-thirds vote of Directors, but any By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of Supporters for the election of directors.
Notwithstanding any other provision of these articles, the corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competitions (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, as specified in section 501 (c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954.
[Drafted by the EWHP Board at Feb. 4-5, 2010, meeting in Columbus, OH. Approved by EWHP Supporters at Annual Meeting in Raleigh, June 23, 2010]
Article IV – Management
4. Removal of Directors
Any or all of the Directors may be removed for cause by the vote of the Supporters or by action of the Board. Directors may be removed without cause only by vote of the Supporters.
The above shall be replaced by the following:
Any or all of the Directors may be removed for cause by the vote of the Supporters or by action of the Board. Directors shall be expected to attend all meetings of the Board. In the event of two consecutive absences, a Director may be asked by the Board to resign. Directors may be removed without cause only be vote of the Supporters.