BYLAWS OF THE ALABAMA WOMEN’S CAUCUS FOR ART
ARTICLE I: NAME
The name of the organization is Alabama Women’s Caucus for Art (hereinafter sometimes referred to as “ALWCA”).
ARTICLE II: PURPOSES
The Women’s Caucus for Art, a charitable, educational and professional organization, shall represent and work to advance the concerns of women artists, art historians, museum professionals and other creative professionals, without discrimination on the basis of religion, national origin or ethnic background, class, gender or sexual orientation. ALWCA is organized, and shall be operated, exclusively for charitable and educational purposes. No part of the income of ALWCA shall be distributable to the members, directors or officers of ALWCA, except in order to pay for pre-approved services actually rendered or to reimburse for out-of-pocket expenses incurred on behalf of ALWCA.
ARTICLE III: MEMBERSHIP
A. ELIGIBILITY
Membership is open to all persons interested and who endorse the purpose of the ALWCA as stated in Article II. Membership is non-transferable.
B. MEMBERSHIP CLASSES
Types of membership shall consist of regular individual membership. All members have the same voting rights and privileges.
C. DUES
1. Each member shall pay annual dues. Any changes to the amount of dues must be approved by the Board of Directors (Officers). Increase of ALWCA dues in excess of 20% must be voted on by the membership.
2. Until otherwise established by the Board of Directors, membership dues shall be for one calendar year beginning January 1 and ending December 31.
3. Current ALWCA and WCA dues shall be paid in one unified payment. Unified dues may be received by either ALWCA or WCA.
4. A member shall be considered to be in good standing when dues for WCA and ALWCA have been received by WCA and ALWCA. All further references below to “members” shall mean embers in good standing, unless explicitly provided otherwise.
D. PRIVILEGES OF ALWCA MEMBERSHIP
1. Members are eligible to vote on any matter submitted to a vote of the members, and to hold office.
2. Members in all classes will receive the ALWCA newsletter and other notices and publications directed to members. Members may consult with ALWCA officers and ALWCA committees, and use all services established by ALWCA in accordance with policies established by the Board of Directors.
3. Members shall not be liable for any debts or obligations of ALWCA and shall not be subject to any assessment therefore, and shall have no obligation relating to membership other than the dues established pursuant to the terms of these bylaws, and the requirement to participate as an active member.
4. In order for members to fulfill the participation requirement, they must volunteer and participate in at least one committee yearly. If a member fails to join a committee, the Board will appoint said member to a committee.
E. MEETINGS OF MEMBERS
1. The ALWCA shall hold, at minimum, quarterly business meetings open to all members. The time and place shall be determined by the Board.
2. Written notice stating the place, day and hour (and, in case of a special meeting, the purpose for which the meeting is called) of an official meeting of members shall be delivered, by electronic mail, to each member at the address reflected in ALWCA’s records, not less than fourteen or more than thirty days before the date of each meeting.
3. The President, a majority of the Board of Directors or one-tenth of the members in good standing may call special meetings by giving not less than fourteen (14) days notice to the President in writing.
4. At any meeting of members, a member entitled to vote may vote in person or by proxy executed in writing by the member or by a duly authorized attorney-in-fact. No proxy shall be valid after thirty (30) days from the date of its execution.
5. Two-thirds members present in person or by proxy shall constitute a quorum at general business meetings. If a quorum is not present at a meeting of members, the members present may use a simple majority to vote on motions related to routine business matters. Any changes in governance will be voted on electronically. Members who do not submit an electronic vote within 14 days will be considered to have abstained and motion will be decided by a simple majority of votes cast. 6. All matters submitted to a vote of members shall be decided by a majority of the votes cast by the members present (or represented by proxy) at any meeting at which a quorum is present, or via an electronic vote (as defined in section 5).
7. Any matter required to be submitted to the members at a meeting may be acted upon without a meeting if all members who would have been entitled to vote upon the action consent to the action electronically or in writing.
ARTICLE IV: BOARD OF DIRECTORS AND OFFICERS
A. NUMBER AND TERM
1. A regular meeting of the Board shall be held at least once a month, time and place to be determined by the board.
2. Special meetings of the Board of Directors shall be called by the President or at the request of any three directors. Notice of any special meetings shall be given to the directors at least fourteen days in advance thereof. Majority consensus among the Board members shall constitute a waiver of notice. Neither the business to be transacted nor the purpose of any special meeting need be specified in a notice or waiver of notice, except as contemplated in paragraph D below and paragraph B of Article VI regarding amendments.
3. A simple majority of the Board of Directors present shall constitute a quorum for the transaction of any business, but in no event shall a quorum consist of less than three-fourths of the Board of Directors.
4. Any action required to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto electronically or in writing, and such consents are filed with the Minutes. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
5. Minutes of Board of Directors meetings shall be made available to any ALWCA member by request.
B. REMOVAL OF PRESIDENTS AND DIRECTORS WITH OR WITHOUT CAUSE
1. The President may be removed by the vote of a majority of the members, with or without cause. Any officer may be removed by the President at any time with or without cause by a two-thirds vote of the members.
2. Any director may be removed from office, either with or without cause, upon a two-thirds vote of the directors present at a meeting called for that purpose.
C. OFFICERS
1. The officer positions (Board of Directors) of ALWCA shall consist of a President, a Vice President, a Secretary, a Treasurer, and a Membership Chair. One person may hold more than one office, except that of President and Vice President, which may not hold the office of Treasurer.
2. ALWCA President and Vice President shall coincide and be elected bi-annually by a majority vote of its members.
3. ALWCA Secretary, Treasurer, and Membership Chair shall be elected annually by a majority vote of its members.
4. The President accedes to office after serving a term in any other ALWCA office for one year, and shall serve an additional two-year term as President beginning at the end of ALWCA elections.
5. The President shall act as chief executive officer of ALWCA, and shall preside at all Board and membership meetings, shall see that all resolutions of the Board are carried out, and shall represent the organization when called upon to do so.
6. The Vice President shall assist in the duties of the President, and shall become President of ALWCA with all respective duties and responsibilities of the office of President in the event of the President’s death, resignation or inability to serve for the remainder of their term.
7. The Vice-President shall oversee certain standing and ad hoc Committees and shall be available to undertake other responsibilities delegated by the President.
8. The Treasurer shall prepare and file any and all annual reports as required by Alabama state law. The Treasurer shall also handle all financial accounts of the ALWCA, prepare the annual financial report, see that all applicable Federal and State tax and non-profit incorporation reports, forms, papers, and fees are filed on time, require prompt and accurate accounting of all contributions and other income received by ALWCA, and in collaboration with the Board of Directors, create the annual budget.
9. The Secretary shall ensure that minutes of all meetings are maintained and placed in the minute books and other appropriate records of ALWCA, shall ensure that notices are duly given, and shall ensure that the corporate records are maintained.
10. The Vice President will work with other WCA Chapter Vice Presidents to facilitate networking among the chapters.
11. All Committee Chairs shall report directly to the ALWCA Vice President. The Committee Chairs shall work to create closer, more harmonious communication among members within the ALWCA and coordinate such aid and assistance as may be rendered by ALWCA to its membership when the need arises. They shall provide interested parties with information on ALWCA events and opportunities, aid new and forming external partnerships, and investigate new ALWCA possibilities.
12. The Committee Chairs shall have all rights and responsibilities as required by and listed in the WCA handbook.
ARTICLE V: NOMINATION AND ELECTION REQUIREMENTS
A. NOMINATING COMMITTEE APPOINTMENT AND METHODS
The purpose of the nominating committee is to identify and recruit qualified potential officers.
1. In January the President shall appoint a Nominating Committee composed of 5-8 members of the ALWCA. Members are selected by volunteer and nomination by the Board. No more than 2 may be selected from current members holding office. The President shall appoint a Nominating Committee Chair to report at the announced member meeting. Nominations for ALWCA officers may be made “from the floor” at the appropriate member meeting after the committee nominations are announced or in writing January 1st - February 28th. Each nomination shall be accompanied by: nominees agreement to serve, biographical information, a list of relevant skills, and a picture which will be made accessible to the membership. As soon as the Nomination Committee reports, it is discharged from its duties, unless called upon to fill vacancies.
B. ELECTION AND VOTING
1. NOMINATING PROCESS DEFINED
The Nominating Committee shall receive all nominations and shall present to the membership at least one candidate for President, and Vice President biannually and Treasurer, Secretary, and Membership Chair annually. Biographical information, a list of relevant skills, and a picture will be made available electronically. Ballots shall be published electronically or in print. The Chair of the Nomination Committee shall insure that the ballots remain anonymous, and that there is one vote per current member in good standing.
2. VOTING PRIVILEGES
Each member of ALWCA in good standing has the option/privilege to vote personally or by proxy within the announced open election time frame.
3. ELECTION TIMELINE
A two week transition will be allowed for transfer of administrative duties. New administration will take office April 15th or three weeks from the official posting of election results. The President will notify WCA Director of Operations of new Board names and contact information.
ARTICLE VI: AMENDMENTS TO BYLAWS
A. Amendments to the bylaws or new bylaws may be proposed upon signature of ten members in good standing and submission in writing to the Board of Directors. Amendments may also be proposed by the President or any director.
B. Amendments proposed in the manner required by paragraph A may be adopted by a majority of the directors present at any regular meeting, or at any special meeting if at least fourteen (14) days written notice is given of the intention to alter, amend, or repeal and adopt new bylaws, at such special meetings.
C. Proposed amendments which alter the mission and purpose of ALWCA must be approved by a majority of the membership.
ARTICLE VII: GENERAL PROVISIONS
A. CHECKS, DRAFTS AND CONTRACTS
The Board of Directors must authorize the President to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ALWCA and, no other officer shall have any power or authority to bind the organization by any contract or render it liable for any reason. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of ALWCA shall be signed by either the Treasurer or President and in such a manner, as shall from time to time be determined by resolution of the Board of Directors.
B. FISCAL YEAR
The fiscal year of ALWCA shall begin Jan 1 and end December 31.
C. GIFTS, GRANTS AND CONTRIBUTIONS
The Board of Directors may accept on behalf of ALWCA any gift, contribution, bequest, or grant for the general purpose or for any special purpose of the organization and such acceptance shall be acknowledged in writing. The President, in coordination with the Board and committee chairs, may apply for and accept granted funds from governmental agencies, private foundations, and individual donors, and shall be responsible for seeing that accurate records are kept and all accounting reports which may be required are submitted on time to the granting agency.
D. USE OF NAME
No person shall use the name of Alabama Women’s Caucus for Art to obtain grants or exhibitions or for personal gain or speak on behalf of ALWCA without being authorized by the Board of Directors.
E. BOOKS AND RECORDS
ALWCA shall keep correct and complete books and records of its accounts; shall also keep minutes of the proceedings of its members, its Board of Directors, and committees of the members, and the names and addresses of its members entitled to vote. These records shall be kept in the appropriate officers’ possession. All books and records of ALWCA may be inspected by any ALWCA or WCA member, or the member agent or attorney, for any proper purpose at any reasonable time.
ALWCA shall at intervals publish the names and contact information of the Board of Directors and staff for the use of the membership from time to time and such intervals shall not exceed twelve (12) months.
F. NOTICES
Whenever any notice is required to be given under the provisions of the Alabama Unincorporated Nonprofit Association Act, the WCA, or these bylaws, 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 deemed equivalent to the giving of such notice. Presence without objection shall also waive notice. Any notice mailed postage-paid shall be deemed delivered at the time it is deposited at the United States Postal Service addressed to the member at the address reflected in ALWCA records.
ARTICLE VIII: ADDITIONAL COMMITTEES
A. AD HOC AND SUPPORT COMMITTEES
Other ad hoc committees and committees relating to particular conferences sponsored or held by ALWCA, in each instance not having and exercising the authority of the Board of Directors in the management of ALWCA, may be designated by a resolution adopted by a majority of the directors present. Except as otherwise provided in the resolution, the President shall appoint persons, who need not be Board members, to serve on such committees.
B. REMOVAL
Any member of such a committee may be removed with or without cause by the President or Committee Chair whenever the best interests of ALWCA may be served by such removal.
C. QUORUM
A majority of the members of any committee shall constitute a quorum and the decision of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof.
D. RULES
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE IX: STAFF
The Board of Directors may, in its sole discretion, authorize the creation of and determine the duties for a Director of Operations, a Director of Development, and any other employees deemed necessary or appropriate for the operation of ALWCA. The Board of Directors shall establish the salary of any such staff personnel. Staff personnel need not be members of the ALWCA or WCA.
ARTICLE X: ALWCA BASIC STRUCTURE
1. ALWCA should elect a minimum of three (3) officers, including the President and a Treasurer.
2. ALWCA should adopt its own bylaws. These bylaws are to be in conformity with the basic principles and tenets of the WCA bylaws subject to the law of the place of organization of the chapter.
3. ALWCA chapter should maintain a list of current members.
4. ALWCA should set its own dues together with the WCA dues in a unified payment unless a member has already paid WCA dues for that calendar year.
A. ALWCA RESPONSIBILITIES TO WCA
1. ALWCA may send a representative to the Annual National Chapters’ Council Meeting.
2. ALWCA should regularly make a copy of its current membership list available to WCA.
3. ALWCA shall be responsible for forwarding the WCA portion of collected dues to the national WCA office within fifteen (15) days after receiving them.
4. ALWCA should furnish reasonable requested information to WCA.
5. ALWCA should advise WCA of changes of officers immediately upon election.
B. WITHDRAWAL OF ALWCA FROM THE WCA
1. Should it be deemed, by WCA’s Board of Directors or the Board or President of ALWCA, necessary to dissolve ALWCA, a meeting of its members should be called and announced to the ALWCA membership to decide the disposal of all monies, assets and obligations of ALWCA in accordance with local state laws and in a manner so as not to jeopardize any federal or state tax- exempt status of ALWCA.
2. At such a time as ALWCA formally and legally dissolves in accordance with local state laws, it should inform the WCA President in writing.
ARTICLE XI: DATE OF ORGANIZATION
The foregoing bylaws were duly approved and adopted effective April 10, 2016.
ARTICLE XII: DISSOLUTION
If ALWCA has been inactive for five years or longer, or has been dissolved, the Board of Directors, in possession or control of personal property of ALWCA, may transfer the property.
All ALWCA property will be transferred to the WCA, for its use and purposes, as the WCA sees fit.
The name of the organization is Alabama Women’s Caucus for Art (hereinafter sometimes referred to as “ALWCA”).
ARTICLE II: PURPOSES
The Women’s Caucus for Art, a charitable, educational and professional organization, shall represent and work to advance the concerns of women artists, art historians, museum professionals and other creative professionals, without discrimination on the basis of religion, national origin or ethnic background, class, gender or sexual orientation. ALWCA is organized, and shall be operated, exclusively for charitable and educational purposes. No part of the income of ALWCA shall be distributable to the members, directors or officers of ALWCA, except in order to pay for pre-approved services actually rendered or to reimburse for out-of-pocket expenses incurred on behalf of ALWCA.
ARTICLE III: MEMBERSHIP
A. ELIGIBILITY
Membership is open to all persons interested and who endorse the purpose of the ALWCA as stated in Article II. Membership is non-transferable.
B. MEMBERSHIP CLASSES
Types of membership shall consist of regular individual membership. All members have the same voting rights and privileges.
C. DUES
1. Each member shall pay annual dues. Any changes to the amount of dues must be approved by the Board of Directors (Officers). Increase of ALWCA dues in excess of 20% must be voted on by the membership.
2. Until otherwise established by the Board of Directors, membership dues shall be for one calendar year beginning January 1 and ending December 31.
3. Current ALWCA and WCA dues shall be paid in one unified payment. Unified dues may be received by either ALWCA or WCA.
4. A member shall be considered to be in good standing when dues for WCA and ALWCA have been received by WCA and ALWCA. All further references below to “members” shall mean embers in good standing, unless explicitly provided otherwise.
D. PRIVILEGES OF ALWCA MEMBERSHIP
1. Members are eligible to vote on any matter submitted to a vote of the members, and to hold office.
2. Members in all classes will receive the ALWCA newsletter and other notices and publications directed to members. Members may consult with ALWCA officers and ALWCA committees, and use all services established by ALWCA in accordance with policies established by the Board of Directors.
3. Members shall not be liable for any debts or obligations of ALWCA and shall not be subject to any assessment therefore, and shall have no obligation relating to membership other than the dues established pursuant to the terms of these bylaws, and the requirement to participate as an active member.
4. In order for members to fulfill the participation requirement, they must volunteer and participate in at least one committee yearly. If a member fails to join a committee, the Board will appoint said member to a committee.
E. MEETINGS OF MEMBERS
1. The ALWCA shall hold, at minimum, quarterly business meetings open to all members. The time and place shall be determined by the Board.
2. Written notice stating the place, day and hour (and, in case of a special meeting, the purpose for which the meeting is called) of an official meeting of members shall be delivered, by electronic mail, to each member at the address reflected in ALWCA’s records, not less than fourteen or more than thirty days before the date of each meeting.
3. The President, a majority of the Board of Directors or one-tenth of the members in good standing may call special meetings by giving not less than fourteen (14) days notice to the President in writing.
4. At any meeting of members, a member entitled to vote may vote in person or by proxy executed in writing by the member or by a duly authorized attorney-in-fact. No proxy shall be valid after thirty (30) days from the date of its execution.
5. Two-thirds members present in person or by proxy shall constitute a quorum at general business meetings. If a quorum is not present at a meeting of members, the members present may use a simple majority to vote on motions related to routine business matters. Any changes in governance will be voted on electronically. Members who do not submit an electronic vote within 14 days will be considered to have abstained and motion will be decided by a simple majority of votes cast. 6. All matters submitted to a vote of members shall be decided by a majority of the votes cast by the members present (or represented by proxy) at any meeting at which a quorum is present, or via an electronic vote (as defined in section 5).
7. Any matter required to be submitted to the members at a meeting may be acted upon without a meeting if all members who would have been entitled to vote upon the action consent to the action electronically or in writing.
ARTICLE IV: BOARD OF DIRECTORS AND OFFICERS
A. NUMBER AND TERM
1. A regular meeting of the Board shall be held at least once a month, time and place to be determined by the board.
2. Special meetings of the Board of Directors shall be called by the President or at the request of any three directors. Notice of any special meetings shall be given to the directors at least fourteen days in advance thereof. Majority consensus among the Board members shall constitute a waiver of notice. Neither the business to be transacted nor the purpose of any special meeting need be specified in a notice or waiver of notice, except as contemplated in paragraph D below and paragraph B of Article VI regarding amendments.
3. A simple majority of the Board of Directors present shall constitute a quorum for the transaction of any business, but in no event shall a quorum consist of less than three-fourths of the Board of Directors.
4. Any action required to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto electronically or in writing, and such consents are filed with the Minutes. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
5. Minutes of Board of Directors meetings shall be made available to any ALWCA member by request.
B. REMOVAL OF PRESIDENTS AND DIRECTORS WITH OR WITHOUT CAUSE
1. The President may be removed by the vote of a majority of the members, with or without cause. Any officer may be removed by the President at any time with or without cause by a two-thirds vote of the members.
2. Any director may be removed from office, either with or without cause, upon a two-thirds vote of the directors present at a meeting called for that purpose.
C. OFFICERS
1. The officer positions (Board of Directors) of ALWCA shall consist of a President, a Vice President, a Secretary, a Treasurer, and a Membership Chair. One person may hold more than one office, except that of President and Vice President, which may not hold the office of Treasurer.
2. ALWCA President and Vice President shall coincide and be elected bi-annually by a majority vote of its members.
3. ALWCA Secretary, Treasurer, and Membership Chair shall be elected annually by a majority vote of its members.
4. The President accedes to office after serving a term in any other ALWCA office for one year, and shall serve an additional two-year term as President beginning at the end of ALWCA elections.
5. The President shall act as chief executive officer of ALWCA, and shall preside at all Board and membership meetings, shall see that all resolutions of the Board are carried out, and shall represent the organization when called upon to do so.
6. The Vice President shall assist in the duties of the President, and shall become President of ALWCA with all respective duties and responsibilities of the office of President in the event of the President’s death, resignation or inability to serve for the remainder of their term.
7. The Vice-President shall oversee certain standing and ad hoc Committees and shall be available to undertake other responsibilities delegated by the President.
8. The Treasurer shall prepare and file any and all annual reports as required by Alabama state law. The Treasurer shall also handle all financial accounts of the ALWCA, prepare the annual financial report, see that all applicable Federal and State tax and non-profit incorporation reports, forms, papers, and fees are filed on time, require prompt and accurate accounting of all contributions and other income received by ALWCA, and in collaboration with the Board of Directors, create the annual budget.
9. The Secretary shall ensure that minutes of all meetings are maintained and placed in the minute books and other appropriate records of ALWCA, shall ensure that notices are duly given, and shall ensure that the corporate records are maintained.
10. The Vice President will work with other WCA Chapter Vice Presidents to facilitate networking among the chapters.
11. All Committee Chairs shall report directly to the ALWCA Vice President. The Committee Chairs shall work to create closer, more harmonious communication among members within the ALWCA and coordinate such aid and assistance as may be rendered by ALWCA to its membership when the need arises. They shall provide interested parties with information on ALWCA events and opportunities, aid new and forming external partnerships, and investigate new ALWCA possibilities.
12. The Committee Chairs shall have all rights and responsibilities as required by and listed in the WCA handbook.
ARTICLE V: NOMINATION AND ELECTION REQUIREMENTS
A. NOMINATING COMMITTEE APPOINTMENT AND METHODS
The purpose of the nominating committee is to identify and recruit qualified potential officers.
1. In January the President shall appoint a Nominating Committee composed of 5-8 members of the ALWCA. Members are selected by volunteer and nomination by the Board. No more than 2 may be selected from current members holding office. The President shall appoint a Nominating Committee Chair to report at the announced member meeting. Nominations for ALWCA officers may be made “from the floor” at the appropriate member meeting after the committee nominations are announced or in writing January 1st - February 28th. Each nomination shall be accompanied by: nominees agreement to serve, biographical information, a list of relevant skills, and a picture which will be made accessible to the membership. As soon as the Nomination Committee reports, it is discharged from its duties, unless called upon to fill vacancies.
B. ELECTION AND VOTING
1. NOMINATING PROCESS DEFINED
The Nominating Committee shall receive all nominations and shall present to the membership at least one candidate for President, and Vice President biannually and Treasurer, Secretary, and Membership Chair annually. Biographical information, a list of relevant skills, and a picture will be made available electronically. Ballots shall be published electronically or in print. The Chair of the Nomination Committee shall insure that the ballots remain anonymous, and that there is one vote per current member in good standing.
2. VOTING PRIVILEGES
Each member of ALWCA in good standing has the option/privilege to vote personally or by proxy within the announced open election time frame.
3. ELECTION TIMELINE
- Nominations open January 1st - February 28th as described in Article V. Section A.
- Nominating Committee will meet at least once during open nominations.
- Acceptance of nomination shall be confirmed prior to announcement.
- Candidates will be announced in March at a business meeting and nominations will be accepted from the floor at that time.
- Candidate pictures biography, and list of relevant skills will be available to membership.
- After the Candidates are announced, electronic ballots will be made available to membership and will be open for 10 days.
- Results will be made available within 5 days of close of election.
A two week transition will be allowed for transfer of administrative duties. New administration will take office April 15th or three weeks from the official posting of election results. The President will notify WCA Director of Operations of new Board names and contact information.
ARTICLE VI: AMENDMENTS TO BYLAWS
A. Amendments to the bylaws or new bylaws may be proposed upon signature of ten members in good standing and submission in writing to the Board of Directors. Amendments may also be proposed by the President or any director.
B. Amendments proposed in the manner required by paragraph A may be adopted by a majority of the directors present at any regular meeting, or at any special meeting if at least fourteen (14) days written notice is given of the intention to alter, amend, or repeal and adopt new bylaws, at such special meetings.
C. Proposed amendments which alter the mission and purpose of ALWCA must be approved by a majority of the membership.
ARTICLE VII: GENERAL PROVISIONS
A. CHECKS, DRAFTS AND CONTRACTS
The Board of Directors must authorize the President to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ALWCA and, no other officer shall have any power or authority to bind the organization by any contract or render it liable for any reason. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of ALWCA shall be signed by either the Treasurer or President and in such a manner, as shall from time to time be determined by resolution of the Board of Directors.
B. FISCAL YEAR
The fiscal year of ALWCA shall begin Jan 1 and end December 31.
C. GIFTS, GRANTS AND CONTRIBUTIONS
The Board of Directors may accept on behalf of ALWCA any gift, contribution, bequest, or grant for the general purpose or for any special purpose of the organization and such acceptance shall be acknowledged in writing. The President, in coordination with the Board and committee chairs, may apply for and accept granted funds from governmental agencies, private foundations, and individual donors, and shall be responsible for seeing that accurate records are kept and all accounting reports which may be required are submitted on time to the granting agency.
D. USE OF NAME
No person shall use the name of Alabama Women’s Caucus for Art to obtain grants or exhibitions or for personal gain or speak on behalf of ALWCA without being authorized by the Board of Directors.
E. BOOKS AND RECORDS
ALWCA shall keep correct and complete books and records of its accounts; shall also keep minutes of the proceedings of its members, its Board of Directors, and committees of the members, and the names and addresses of its members entitled to vote. These records shall be kept in the appropriate officers’ possession. All books and records of ALWCA may be inspected by any ALWCA or WCA member, or the member agent or attorney, for any proper purpose at any reasonable time.
ALWCA shall at intervals publish the names and contact information of the Board of Directors and staff for the use of the membership from time to time and such intervals shall not exceed twelve (12) months.
F. NOTICES
Whenever any notice is required to be given under the provisions of the Alabama Unincorporated Nonprofit Association Act, the WCA, or these bylaws, 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 deemed equivalent to the giving of such notice. Presence without objection shall also waive notice. Any notice mailed postage-paid shall be deemed delivered at the time it is deposited at the United States Postal Service addressed to the member at the address reflected in ALWCA records.
ARTICLE VIII: ADDITIONAL COMMITTEES
A. AD HOC AND SUPPORT COMMITTEES
Other ad hoc committees and committees relating to particular conferences sponsored or held by ALWCA, in each instance not having and exercising the authority of the Board of Directors in the management of ALWCA, may be designated by a resolution adopted by a majority of the directors present. Except as otherwise provided in the resolution, the President shall appoint persons, who need not be Board members, to serve on such committees.
B. REMOVAL
Any member of such a committee may be removed with or without cause by the President or Committee Chair whenever the best interests of ALWCA may be served by such removal.
C. QUORUM
A majority of the members of any committee shall constitute a quorum and the decision of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof.
D. RULES
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE IX: STAFF
The Board of Directors may, in its sole discretion, authorize the creation of and determine the duties for a Director of Operations, a Director of Development, and any other employees deemed necessary or appropriate for the operation of ALWCA. The Board of Directors shall establish the salary of any such staff personnel. Staff personnel need not be members of the ALWCA or WCA.
ARTICLE X: ALWCA BASIC STRUCTURE
1. ALWCA should elect a minimum of three (3) officers, including the President and a Treasurer.
2. ALWCA should adopt its own bylaws. These bylaws are to be in conformity with the basic principles and tenets of the WCA bylaws subject to the law of the place of organization of the chapter.
3. ALWCA chapter should maintain a list of current members.
4. ALWCA should set its own dues together with the WCA dues in a unified payment unless a member has already paid WCA dues for that calendar year.
A. ALWCA RESPONSIBILITIES TO WCA
1. ALWCA may send a representative to the Annual National Chapters’ Council Meeting.
2. ALWCA should regularly make a copy of its current membership list available to WCA.
3. ALWCA shall be responsible for forwarding the WCA portion of collected dues to the national WCA office within fifteen (15) days after receiving them.
4. ALWCA should furnish reasonable requested information to WCA.
5. ALWCA should advise WCA of changes of officers immediately upon election.
B. WITHDRAWAL OF ALWCA FROM THE WCA
1. Should it be deemed, by WCA’s Board of Directors or the Board or President of ALWCA, necessary to dissolve ALWCA, a meeting of its members should be called and announced to the ALWCA membership to decide the disposal of all monies, assets and obligations of ALWCA in accordance with local state laws and in a manner so as not to jeopardize any federal or state tax- exempt status of ALWCA.
2. At such a time as ALWCA formally and legally dissolves in accordance with local state laws, it should inform the WCA President in writing.
ARTICLE XI: DATE OF ORGANIZATION
The foregoing bylaws were duly approved and adopted effective April 10, 2016.
ARTICLE XII: DISSOLUTION
If ALWCA has been inactive for five years or longer, or has been dissolved, the Board of Directors, in possession or control of personal property of ALWCA, may transfer the property.
All ALWCA property will be transferred to the WCA, for its use and purposes, as the WCA sees fit.