ARTICLE I
MEMBERS' MEETING
Section 1.
PLACE OF MEETINGS.
All meetings of the members shall be held at a location in Guam, U.S.A., to be determined by a vote of the membership at the April General Membership meeting. This matter may be re-considered by the General membership during the year.
Section 2.
ANNUAL MEETINGS.
The annual meeting of the members shall be held in May of each year, at which time the members shall elect the Board of Directors, consider reports of the affairs of the corporation, and transact such other business as may properly be brought before the meeting.
Section 3.
GENERAL MEMBERSHIP MEETINGS.
The monthly meeting of the general membership shall be held the last Friday of every month from August through May except for November and December. The dates for the November and December meetings will be recommended by the Executive Council and announced and voted on at the August meeting.
Section 4.
SPECIAL MEETINGS.
Special meetings of the members, other than those regulated by statute, for any purpose or purposes whatsoever, may be called at any time by a majority vote of the Executive Council or by at least three of the members of the corporation or by the President
Section 5.
NOTICE OF MEETINGS.
Written notices of meetings, annual or special, if required, shall be given to members entitled to vote by the corresponding secretary, or in case of her neglect or refusal to act, by any executive council member.
Such notices shall be delivered to the members' address appearing on the books of the corporation or supplied by them to the corporation for the purpose of notice annually.
Notice of any meeting of members shall specify the place, the day and the hour of meeting, and in case of a special meeting, the general nature of the business to be transacted.
When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.
Section 6.
CONSENT TO MEMBERS' MEETINGS.
Actions at meetings of members, however, called and noticed, shall be valid if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the members entitled to vote, not present in person, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approval shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 7.
MEMBERS ACTING WITHOUT MEETING.
Any action, which may be taken at a meeting of the members, may be taken without a meeting if authorized by a writing signed by all members who would be entitled to vote at a meeting for such purpose, and filed with the secretary of the corporation.
Section 8.
QUORUM.
A majority of members entitled to vote thereat, present in person or by proxy, shall be necessary to constitute a quorum for the transaction of business at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the members, the members entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite number of voting members shall be present. At such adjourned meeting at which the requisite number of members shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 9.
VOTING RIGHTS.
Only those members in whose names stand on the records of the corporation on the day of any meeting of members shall be entitled to vote at such meeting, provided however that if some other day be fixed by the Board of Directors for the determination of members of record, then on such other day. Every member is entitled to one vote.
Section 9.
PROXIES.
Every member entitled to vote may do so, either in person or by written proxy, executed in accordance with the provisions of the laws of Guam and filed with the Secretary of the corporation.
Section 10.
QUALIFICATION AND CONDITIONS OF MEMBERSHIP.
a. Eligibility – Any woman residing on Guam shall be eligible to apply for membership in the Club provided she is willing to participate in club activities.
b. Number – General Membership shall be limited to two hundred women.
c. The corporation shall have four membership classes:
1. Active Membership: Active members whose name appears on the rolls may vote, hold office, serve on committees, attend General Membership meetings and other Club functions, and receive all notices and newsletters;
2. Life Members: To be considered for lifetime membership a member must have been active and in good standing for a total of twenty (20) years. Life members may be nominated by any active member for reasons of long and valuable service to the Club and shall be voted on in a General Meeting. Life members may attend meetings, club functions and receive the monthly newsletter;
3. Associate Members: Those persons wishing to receive monthly newsletters with out incurring responsibilities or partaking of other privileges of Club membership do so through Associate membership;
4. Honorary members: The Executive Council from time to time may designate an individual or an organization as an Honorary Member. However, an Honorary Member shall have no rights or duties concerning the operation of the corporation. The wife of the Governor of Guam shall be extended an invitation to serve as an honorary member.
d. Applicants sponsored by an active member, shall be admitted to membership upon written application to and acceptance by the Executive Council.
e. Each applicant will be notified in writing of the Council’s disposition of her application.
Section 11.
FEES, DUES AND ASSESSMENTS.
a. An application fee in an amount to be determined by the Membership must accompany each new application.
b. Annual dues shall be for the period of the fiscal year, June 1 thorough May 31.
c. An applicant for membership who has not paid her dues within thirty days of notification of her acceptance as a member shall be deemed to have withdrawn her application:
d. There shall be no refund or adjustment of dues to members resigning before the end of her term or joining late in the year.
e. Dues not received within three months after the beginning of the fiscal year shall be deemed delinquent.
f. It is the responsibility of the individual member to keep her dues current.
g. A member who is delinquent in her dues may be liable to pay penalties for non-payment of dues.
h. No dues will be assessed for Life or Honorary members.
Section 12.
MEMBERSHIP RECORD.
The corporation shall not issue membership certificates (except in the case of Honorary Memberships) but shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book together with the date on which such membership ceased. Such book shall be available for inspection by the directors and other members of the corporation.
Section 13.
NUMBER OF MEMBERS.
Membership is limited to two hundred active members.
Section 14.
NON-LIABILITY OF MEMBERS.
No member of this corporation shall be personally liable for the debts, liabilities, or obligations of the corporation.
Section 15.
TRANSFERABILITY OF MEMBERSHIP.
Membership in this corporation is non-transferable and non-assignable.
Section 16.
REMOVAL OF MEMBERS.
Any member may be removed by a three-fourths majority vote of the members present at a meeting with that item on the agenda whenever, in their judgment, the best interest of the membership shall be served thereby.
ARTICLE II
BOARD OF DIRECTORS AND EXECUTIVE COUNCIL
Section 1.
POWERS.
Subject to the limitation of the Articles of Incorporation, the By-laws and the laws of Guam, as to action to be authorized or approved by the members, all corporate powers shall be exercised by or under authority of, and the business and affairs of this corporation shall be controlled by, an Executive Council.
Section 2.
NUMBER AND QUALIFICATION.
There shall be seven (7) to fifteen (15) members of the Executive Council. The Executive Council is comprised of the Board of Directors including the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and two Members-at-Large. The Board of Directors at a meeting held the first week in June shall appoint the remaining members of the Executive Council. They shall include the Membership chairperson, Luncheon chairperson, publicity chairperson, one immediate past officer of the Club, and the Historian.
Section 3.
ELECTION AND TENURE OF OFFICE.
The Board of Directors shall be elected by a majority vote of the members present at the annual meeting of the members or at a regular or special meeting with that item on the agenda. The Board of Directors at a meeting held the first week in June shall appoint the remaining members of the Executive Council including the Membership chairperson; Luncheon chairperson, publicity chairperson, one immediate past officer of the Club, and the Historian.
The term of office of each Executive Council member shall begin immediately after the election and appointment. Each Executive Council member shall serve for an initial term of one year.
Section 4.
VACANCIES.
a. Vacancies in the Board of Directors shall exist on the death, resignation, or removal of any officer; whenever the number of directors authorized is increased; and on failure of the members in any election to elect the full number of directors authorized.
b. When a vacancy occurs, the vacancy shall be filled as follows:
1. If an office, except of President becomes vacant more than three months before the end of the regular term of office, it shall be filled by a special election, with nominations to be from the floor.
2. If an office, except that of President, becomes vacant within three months or less of the end of the regular term of office, the President shall fill it through appointment.
3. If an office, except that of President, becomes vacant within three months of the election, an interim appointment shall be made by the President until the first meeting of the General Membership when it shall be filled by an election with nominations from the floor.
4. If an office of President becomes vacant at any time during the regular term of the office, the Vice-President shall assume office.
c. A person elected director to fill a vacancy shall hold office for the unexpired term of her predecessor.
Section 5.
REMOVAL OF DIRECTORS.
The entire Board of Directors or any individual director may be removed from office as provided by 18 G.C.A. 52209. After notification by the Membership Chair-person, any director who has been absent from three (3) consecutive regular meetings of the Executive Council without excuse may be disqualified from continuing service and the position may be declared vacant.
Section 6.
MEETINGS.
The Board of Directors may meet at any place designated by them for a meeting in Guam.
The Board of Directors shall meet at least twice a year. The first meeting of the Board of Directors shall be held the first week of June. The last meeting shall be held in the month of May for the purpose of making an annual report to the General Membership.
The Executive Council shall meet at the call of the President, and not less than once a month. A special meeting may be called by a quorum of the Executive Council.
Regular meetings of the Executive Council shall be held at such times as are fixed from time to time by resolution of the Executive Council, the President or by the Board. Notice need not be given of regular meetings of the Board fixed by resolution of the Board.
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or if she is absent or unable or refuses to act, by the Vice-President or by any three (3) directors.
Written notice of the time and place of special meetings shall be delivered personally to the directors or sent to each director by letter, email or by facsimile, addressed to them at their address as they are shown upon the records of the corporation, or if they are not shown on such records or is not readily ascertainable, then by a notice published in a daily newspaper published in Guam at least forty-eight (48) hours before the meeting.
In case such notice is mailed or sent by facsimile or email, it shall be deposited in the United States mail at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered personally, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, facsimile, or delivery as above provided shall be due, legal and personal publication to such director.
Section 7.
WAIVER OF NOTICE.
At any meeting at which all of the directors shall be present, however called or noticed, and at which the Directors sign a written consent thereto on the records of such meeting, or, if a majority of the directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which said waiver shall be filed with the Secretary of the corporation, any business may be transacted which might have been transacted if the meeting had been duly called and noticed.
Section 8.
EXECUTIVE COUNCIL ACTING WITHOUT A MEETING.
Any action, which may be taken at a meeting of the Executive Council, may be taken without a meeting if authorized by a writing signed by all of the members who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation. All action taken without a meeting must be by a unanimous vote.
Section 9.
NOTICE OF ADJOURNMENT.
Notice of the time and place of holding an adjourned meeting need not be given to absent members.
Section 10.
QUORUM.
A majority of the number of Board of Directors and/or Executive Council members as fixed by the Articles or By-laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the directors and/or Executive Council members present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the directors and or Executive Council members, in the absence of a quorum, may adjourn from time to time, but may not transact any business.
Section 11.
NON-LIABILITY OF DIRECTORS.
The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
ARTICLE III OFFICERS
Section 1.
OFFICERS.
The officers of the corporation shall be the President, Vice President, a Recording Secretary, Corresponding Secretary, a Treasurer and two Members-At-Large, all of whom shall be directors and must be residents of Guam. The corporation may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this article.
Section 2.
ELECTION.
The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this article shall be chosen annually by a vote of the General Membership, and each shall hold his office until he shall resign or shall be removed or otherwise be disqualified to serve, or until his successor shall be elected and qualified.
Section 3.
SUBORDINATE OFFICERS, ETC.
The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-laws or as the Board of Directors may from time to time determine.
Section 4.
REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the board, or except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairman, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified there, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.
VACANCIES.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-laws.
Section 6.
PRESIDENT.
The president shall be the chief executive officer of the corporation and shall, subject to the control of the Executive Council, have general supervision, direction and control of the business and officers of the corporation. She shall preside at all meetings of the members and at all meetings of the Board of Directors and at all meetings of the Executive Council. She shall be ex-officio a member of all the standing committees, except the nominating committee, and shall have the general powers and duties of management usually vested in the office of the President or Chairman of the Board of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.
Section 7.
VICE-PRESIDENT.
In the absence or disability of the Chairman, the Vice Chairman in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.
Section 8.
SECRETARIES
RECORDING SECRETARY.
The Recording Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of the board of directors, the Executive Council and General Membership, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meeting, the number of members present or represented at members' meetings and the proceedings thereof.
The Recording Secretary shall keep, or cause to be kept, at the principal office of the corporation a membership register showing the names of the members and their addresses.
The Recording Secretary shall present the presiding officer with a list of unfinished business in advance of any meeting, shall report to the General Membership any recommendations of the Executive Council upon which action is to be taken; She will be he custodian of all records of the Club including Articles of Incorporation; Bylaws, and Standing Rules together with such amendments as may occur from time to time and a complete current membership list, and shall be responsible for counting an recording the results of any secret ballot or as otherwise requested by the President.
The Recording Secretary shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
CORRESPONDING SECRETARY
The Corresponding Secretary shall conduct correspondence of the Club as directed by the president, Executive Council, or General Membership. She shall send out notices including those of all meetings as directed by the appropriate body, shall prepare and mail monthly newsletters to all those entitled to receive it, and shall prepare the Annual Report at the close of the Club year from materials provided by the Executive Council.
Section 9.
TREASURER.
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all reasonable times be open to inspection by any member.
The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. She shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall report to the President, directors and Executive Council, whenever they request it, an account of all of her transactions as Treasurer and of the financial condition of the corporation, and shall have any other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
The Treasurer shall deliver to an Auditor or incoming Treasurer at the end of her term of office, a detailed account of financial transactions for the year.
She shall keep an accurate record of the financial status of each member’s dues and shall bring before the Executive Council any delinquencies in a timely manner.
The Treasurer shall comply with all laws applying to non-profit organizations. She shall disburse no monies without an appropriate voucher and shall report on a regular basis receipts, disbursements, and current balances to the Executive Council and General Membership.
Section 10
MEMBERS-AT-LARGE
Members-at-Large are by definition representatives of the Club as a whole who are charged with the duty of ensuring that those officers with specific duties to perform, do so in a manner consistent with the best interests of the General Membership.
Upon request, each Member-at-Large shall assume temporarily one of more duties of the Treasurer, Recording Secretary, or Recording Secretary if an emergency arises.
ARTICLE IV
EXECUTIVE COUNCIL AND OTHER COMMITTEES
Section 1
EXECUTIVE COUNCIL
The Board of Directors shall appoint an Executive Council consisting of the officers of the corporation, the Membership Chairperson, Luncheon Chairperson, Publicity Chairperson, an immediate past officer of the Club, and the Historian.
The Executive Council shall discuss, investigate, and prepare recommendations on matters referred to it by its members or engendered by it.
The Executive Council shall transact routing business between General Membership meetings and prepare reports on business arising.
In case of emergency, the Executive Council shall take such action as is necessary to serve the best interests of the Club.
Minutes shall be kept of all Executive Council meetings and shall be open for inspection by the general membership of the Club.
A majority of its members (on island at time of meeting) shall constitute a quorum of the Executive Council for the transaction of business.
Section 2
STANDING COMMITTEES
Standing committees shall be Luncheon, Membership, Publicity, Education, Senior Citizens, and Sunshine.
The President with the approval of the Board of Directors shall select standing committee chairpersons.
1.Luncheon Committee: The luncheon committee shall be responsible for receiving and making reservations for the general meetings, selecting a menu should that be necessary, receiving monies for the luncheon from the members, receiving the statement of account and paying it with a check disbursed by the Treasurer, holding and distributing name tags, and conducting all interviews or other business directly concerned with the physical facilities for the general meeting.
2.Membership Committee: The membership committee shall notify all applicants for membership of the action taken and shall furnish each new member with a copy of the Articles of Incorporation, By-Laws, Standing Rules and any other pertinent information in general circulation within the Club. The membership committee shall provide a nametag to the luncheon committee for each member and shall provide a current membership list for distribution to each active or Life Member in September. The membership committee shall oversee the Clubs volunteer recognition program that recognizes the service contributions of its members.
3.Publicity Committee: The publicity committee shall insert notices of all meetings, events and activities of the Club in appropriate segment of the news media on a timely basis.
4.Education Committee: The education committee shall be responsible for the development and implementation of any educational program of the Club. The education committee shall be responsible for overseeing the Club’s scholarship program and selecting the scholarship applicants from the applications submitted to the University of Guam’s Financial Aid Office.
5.Senior Citizens Committee: The senior citizens committee shall select and cooperate in specific programs designed to serve the senior citizens of Guam.
6.Sunshine Committee: The sunshine committee shall represent the general membership in expressing sympathy, hope, or congratulations toward an individual member or their families as appropriate.
The Executive Council may appoint any other committees as may be necessary from time to time with the powers that it may designate, consistent with the Articles of Incorporation and By-Laws and the laws of Guam. The members shall hold office at the pleasure of the Executive Council.
The Executive Council shall conduct the business of the Corporation between meetings of the General Membership provided, that their actions must be ratified at the next General Membership meeting.
ARTICLE V
CORPORATE RECORDS AND REPORTS - INSPECTION
Section 1.
RECORDS.
The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal place of business in Guam, as fixed by the Board of Directors from time to time.
Section 2.
INSPECTION OF BOOKS AND RECORDS.
All books and records provided for in 18 G.C.A. sub-section 4201 shall be open to inspection of the directors and other members from time to time and in the manner provided in said 18 G.C.A. sub-sections 4202.
Section 3.
CERTIFICATION AND INSPECTION OF BY-LAWS.
The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the members of the corporation, as provided in 18 G.C.A. sub-section 2201.
Section 4.
CHECKS, DRAFTS, ETC. - HOW EXECUTED.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors unless otherwise provided in the By-Laws.
Section 5.
CONTRACTS, ETC. - HOW EXECUTED.
The Board of Directors, except as otherwise provided in the By-laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or to any amount; provides see Article VIII Section 2 of the Bylaws.
Section 6.
ANNUAL REPORT.
The Directors shall cause to be sent to the members, not later than one hundred twenty (120) days after the close of the fiscal year, a balance sheet as of the closing date of such year, together with a statement of income and profit and loss for such year. The Chairman, Secretary, Treasurer or a public accountant, shall certify to these financial statements.
ARTICLE VI
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date of its incorporation, and the word "Guam".
I. ARTICLE VII
II. AMENDMENTS TO BY-LAWS
Section 1.
BY MEMBERS.
These By-laws may be altered, amended, repealed, or added to by the members at their annual meeting, or at any other meeting of the members called for that purpose, by a vote of the members entitled to exercise a majority of the voting power of the corporation, or by written assent of such members.
The procedure for any revision of the By-laws must be presented in writing to each member on the rolls at least 30 days prior to the General Meeting at which the amendment will come to the floor for a vote.
Any by-law may be suspended for a specific length of time and for a specific reason by a two-thirds vote of those present.
Suspension of any specific provision of these by-laws shall not affect any other provision.
Section 2.
RECORD OF AMENDMENTS.
Whenever an amendment or new By-Law is adopted, it shall be copied in the Book of By-Laws with the original By-Laws, in the appropriate place. If any By-law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.
ARTICLE VIII
MISCELLANEOUS
Section 1.
DEALING WITH THE CORPORATION.
Conflicts of Interest. The Council shall adopt conflict of interest policy and provide for its implementation.
Section 2.
EXECUTION OF INSTRUMENTS.
All checks, drafts and other orders for the payment of money, notes, bonds, acceptances, contracts, and all other instruments, except as otherwise provided by these By-Laws, shall be signed by two (2) officers of the corporation. A financial status report will be provided at all regular meetings of the Board of Directors.
All bank signatory cards shall include the names of the President, the Treasurer, and two other elected officers of the Club.
Section 3.
AUDITOR.
The Board of Directors shall appoint a person, firm or corporation engaged in the field of public accounting to act as auditor of the corporation. No member shall be eligible to serve as auditor of the corporation. The auditor shall, at least once in each fiscal year, and more often if required by the members, examine the books and papers of the corporation and compare the statements of the Treasurer with the books and vouchers of the corporation, and otherwise make an audit of the books of the corporation, and thereafter make appropriate reports.
Section 4.
FISCAL YEAR.
The fiscal year of the corporation shall be from June 1st to May 31st of the following year.
Section 5.
GENERAL FUNDS
All general funds of the Club shall be kept in a checking account in the name of the “Guam Women’s Club” except that
1.A revolving petty cash fund may be maintained, and
2.Any surplus funds may be transferred to a savings account or Time Certificate of Deposit in the name of Guam Women’s Club at the discretion of the Treasurer.
Section 6
FEES AND DUES
The fee accompanying any application for membership shall be five dollars ($5).
Annual dues for active members shall be thirty-five dollars annually. Annual dues for associate members shall be twenty dollars ($20).
Funds from fees and dues will be used for general operating expenses of the Club.
Section 7
PETTY CASH FUND
The revolving petty cash fund shall be two hundred dollars.
No disbursement in an amount of more than fifty dollars may be made from petty cash.
BUDGET/FINANCIAL STATEMENTS
An annual budget shall be presented to and approved by the general membership at the August meeting of the General Membership.
Committee chairpersons shall submit a proposed budget or detailed statement to the Executive Council before it may be considered.
On or before April 1, a status or final report must be submitted by each committee chairperson to the Executive Council for transmittal to the Board of Directors.
The Executive Council shall bear the responsibility for ensuring that the list of all special project activity reaches the general membership.
Section 8
APPROPRIATION OF FUNDS
Funds shall be appropriated in the following manner:
1.Expenditures included in the approved annual budget shall require no further approval but shall be reported to the general membership in the Treasurer’s report at the next monthly meeting.
2.Expenditures not included in the approved budget shall be considered through a motion at the general membership meeting. The proposed expenditure shall be forwarded to the Executive Council for study and recommendation. Such recommendation shall be presented at the next general membership meeting for a vote, or
3.Through recommendation by the Executive Council for action at the same meeting.
Section 9
DONATIONS
Cash and in-kind donations shall be made to non-government, nonprofit organizations serving the Guam community in the following manner:
Cash donations
1. From the proceeds of annual fundraising events of the Guam Women’s Club or other fundraising events held in cooperation with other organizations. The Guam Women’s Club shall retain 10% of the net profits of any Guam Women’s sponsored fundraising event for operating expenses. In addition, no more than $10,000 shall be donated to any single beneficiary of a Guam Women’s Club per annum. The amount raised from any fundraiser excluding the 10% retained by the Club and the $10,000 to the beneficiary organization, if any, shall be deposited into the Guam Women’s Club philanthropic fund to be made available for donations to other charitable causes approved by the general membership.
2. Donations made from the proceeds of fundraising events to a beneficiary organization require that at least one Guam Women’s Club representative sit on any committee controlling disbursements. In addition, a financial report stating how the donated funds will be used by the beneficiary organization shall be presented to the general membership by the event chairperson.
3. Donations from the philanthropic fund may be made upon the recommendation of the Executive Council and approval by the general membership.
In-kind donations
1. Donations solicited by or from members of the Guam Women’s Club shall be used for the purpose stated in the original solicitation unless the donor is notified of any changes.
Section 10
PARLIAMENTARY AUTHORITY
The rules contained n “Roberts’ Rules of Order, Newly Revised: shall govern the club in all cases not specifically covered by these bylaws.
The President shall appoint a parliamentarian to serve during her term of office.
ARTICLE IX
CONSTRUCTION AND DEFINITIONS.
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the statutes of Guam relating to corporations shall govern the construction of these By-Laws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and the neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person.
IN WITNESS WHEREOF, the undersigned, being a majority of the members of Guam Women’s Club Executive Council, hereby certify that the foregoing constitutes a full, true, and correct copy of the By-Laws of the Corporation, and that these By-Laws were duly adopted by the affirmative vote of the members representing a majority of all the members in this non stock non-profit membership corporation.
MEMBERS' MEETING
Section 1.
PLACE OF MEETINGS.
All meetings of the members shall be held at a location in Guam, U.S.A., to be determined by a vote of the membership at the April General Membership meeting. This matter may be re-considered by the General membership during the year.
Section 2.
ANNUAL MEETINGS.
The annual meeting of the members shall be held in May of each year, at which time the members shall elect the Board of Directors, consider reports of the affairs of the corporation, and transact such other business as may properly be brought before the meeting.
Section 3.
GENERAL MEMBERSHIP MEETINGS.
The monthly meeting of the general membership shall be held the last Friday of every month from August through May except for November and December. The dates for the November and December meetings will be recommended by the Executive Council and announced and voted on at the August meeting.
Section 4.
SPECIAL MEETINGS.
Special meetings of the members, other than those regulated by statute, for any purpose or purposes whatsoever, may be called at any time by a majority vote of the Executive Council or by at least three of the members of the corporation or by the President
Section 5.
NOTICE OF MEETINGS.
Written notices of meetings, annual or special, if required, shall be given to members entitled to vote by the corresponding secretary, or in case of her neglect or refusal to act, by any executive council member.
Such notices shall be delivered to the members' address appearing on the books of the corporation or supplied by them to the corporation for the purpose of notice annually.
Notice of any meeting of members shall specify the place, the day and the hour of meeting, and in case of a special meeting, the general nature of the business to be transacted.
When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.
Section 6.
CONSENT TO MEMBERS' MEETINGS.
Actions at meetings of members, however, called and noticed, shall be valid if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the members entitled to vote, not present in person, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approval shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 7.
MEMBERS ACTING WITHOUT MEETING.
Any action, which may be taken at a meeting of the members, may be taken without a meeting if authorized by a writing signed by all members who would be entitled to vote at a meeting for such purpose, and filed with the secretary of the corporation.
Section 8.
QUORUM.
A majority of members entitled to vote thereat, present in person or by proxy, shall be necessary to constitute a quorum for the transaction of business at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the members, the members entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite number of voting members shall be present. At such adjourned meeting at which the requisite number of members shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 9.
VOTING RIGHTS.
Only those members in whose names stand on the records of the corporation on the day of any meeting of members shall be entitled to vote at such meeting, provided however that if some other day be fixed by the Board of Directors for the determination of members of record, then on such other day. Every member is entitled to one vote.
Section 9.
PROXIES.
Every member entitled to vote may do so, either in person or by written proxy, executed in accordance with the provisions of the laws of Guam and filed with the Secretary of the corporation.
Section 10.
QUALIFICATION AND CONDITIONS OF MEMBERSHIP.
a. Eligibility – Any woman residing on Guam shall be eligible to apply for membership in the Club provided she is willing to participate in club activities.
b. Number – General Membership shall be limited to two hundred women.
c. The corporation shall have four membership classes:
1. Active Membership: Active members whose name appears on the rolls may vote, hold office, serve on committees, attend General Membership meetings and other Club functions, and receive all notices and newsletters;
2. Life Members: To be considered for lifetime membership a member must have been active and in good standing for a total of twenty (20) years. Life members may be nominated by any active member for reasons of long and valuable service to the Club and shall be voted on in a General Meeting. Life members may attend meetings, club functions and receive the monthly newsletter;
3. Associate Members: Those persons wishing to receive monthly newsletters with out incurring responsibilities or partaking of other privileges of Club membership do so through Associate membership;
4. Honorary members: The Executive Council from time to time may designate an individual or an organization as an Honorary Member. However, an Honorary Member shall have no rights or duties concerning the operation of the corporation. The wife of the Governor of Guam shall be extended an invitation to serve as an honorary member.
d. Applicants sponsored by an active member, shall be admitted to membership upon written application to and acceptance by the Executive Council.
e. Each applicant will be notified in writing of the Council’s disposition of her application.
Section 11.
FEES, DUES AND ASSESSMENTS.
a. An application fee in an amount to be determined by the Membership must accompany each new application.
b. Annual dues shall be for the period of the fiscal year, June 1 thorough May 31.
c. An applicant for membership who has not paid her dues within thirty days of notification of her acceptance as a member shall be deemed to have withdrawn her application:
d. There shall be no refund or adjustment of dues to members resigning before the end of her term or joining late in the year.
e. Dues not received within three months after the beginning of the fiscal year shall be deemed delinquent.
f. It is the responsibility of the individual member to keep her dues current.
g. A member who is delinquent in her dues may be liable to pay penalties for non-payment of dues.
h. No dues will be assessed for Life or Honorary members.
Section 12.
MEMBERSHIP RECORD.
The corporation shall not issue membership certificates (except in the case of Honorary Memberships) but shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book together with the date on which such membership ceased. Such book shall be available for inspection by the directors and other members of the corporation.
Section 13.
NUMBER OF MEMBERS.
Membership is limited to two hundred active members.
Section 14.
NON-LIABILITY OF MEMBERS.
No member of this corporation shall be personally liable for the debts, liabilities, or obligations of the corporation.
Section 15.
TRANSFERABILITY OF MEMBERSHIP.
Membership in this corporation is non-transferable and non-assignable.
Section 16.
REMOVAL OF MEMBERS.
Any member may be removed by a three-fourths majority vote of the members present at a meeting with that item on the agenda whenever, in their judgment, the best interest of the membership shall be served thereby.
ARTICLE II
BOARD OF DIRECTORS AND EXECUTIVE COUNCIL
Section 1.
POWERS.
Subject to the limitation of the Articles of Incorporation, the By-laws and the laws of Guam, as to action to be authorized or approved by the members, all corporate powers shall be exercised by or under authority of, and the business and affairs of this corporation shall be controlled by, an Executive Council.
Section 2.
NUMBER AND QUALIFICATION.
There shall be seven (7) to fifteen (15) members of the Executive Council. The Executive Council is comprised of the Board of Directors including the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and two Members-at-Large. The Board of Directors at a meeting held the first week in June shall appoint the remaining members of the Executive Council. They shall include the Membership chairperson, Luncheon chairperson, publicity chairperson, one immediate past officer of the Club, and the Historian.
Section 3.
ELECTION AND TENURE OF OFFICE.
The Board of Directors shall be elected by a majority vote of the members present at the annual meeting of the members or at a regular or special meeting with that item on the agenda. The Board of Directors at a meeting held the first week in June shall appoint the remaining members of the Executive Council including the Membership chairperson; Luncheon chairperson, publicity chairperson, one immediate past officer of the Club, and the Historian.
The term of office of each Executive Council member shall begin immediately after the election and appointment. Each Executive Council member shall serve for an initial term of one year.
Section 4.
VACANCIES.
a. Vacancies in the Board of Directors shall exist on the death, resignation, or removal of any officer; whenever the number of directors authorized is increased; and on failure of the members in any election to elect the full number of directors authorized.
b. When a vacancy occurs, the vacancy shall be filled as follows:
1. If an office, except of President becomes vacant more than three months before the end of the regular term of office, it shall be filled by a special election, with nominations to be from the floor.
2. If an office, except that of President, becomes vacant within three months or less of the end of the regular term of office, the President shall fill it through appointment.
3. If an office, except that of President, becomes vacant within three months of the election, an interim appointment shall be made by the President until the first meeting of the General Membership when it shall be filled by an election with nominations from the floor.
4. If an office of President becomes vacant at any time during the regular term of the office, the Vice-President shall assume office.
c. A person elected director to fill a vacancy shall hold office for the unexpired term of her predecessor.
Section 5.
REMOVAL OF DIRECTORS.
The entire Board of Directors or any individual director may be removed from office as provided by 18 G.C.A. 52209. After notification by the Membership Chair-person, any director who has been absent from three (3) consecutive regular meetings of the Executive Council without excuse may be disqualified from continuing service and the position may be declared vacant.
Section 6.
MEETINGS.
The Board of Directors may meet at any place designated by them for a meeting in Guam.
The Board of Directors shall meet at least twice a year. The first meeting of the Board of Directors shall be held the first week of June. The last meeting shall be held in the month of May for the purpose of making an annual report to the General Membership.
The Executive Council shall meet at the call of the President, and not less than once a month. A special meeting may be called by a quorum of the Executive Council.
Regular meetings of the Executive Council shall be held at such times as are fixed from time to time by resolution of the Executive Council, the President or by the Board. Notice need not be given of regular meetings of the Board fixed by resolution of the Board.
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or if she is absent or unable or refuses to act, by the Vice-President or by any three (3) directors.
Written notice of the time and place of special meetings shall be delivered personally to the directors or sent to each director by letter, email or by facsimile, addressed to them at their address as they are shown upon the records of the corporation, or if they are not shown on such records or is not readily ascertainable, then by a notice published in a daily newspaper published in Guam at least forty-eight (48) hours before the meeting.
In case such notice is mailed or sent by facsimile or email, it shall be deposited in the United States mail at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered personally, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, facsimile, or delivery as above provided shall be due, legal and personal publication to such director.
Section 7.
WAIVER OF NOTICE.
At any meeting at which all of the directors shall be present, however called or noticed, and at which the Directors sign a written consent thereto on the records of such meeting, or, if a majority of the directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which said waiver shall be filed with the Secretary of the corporation, any business may be transacted which might have been transacted if the meeting had been duly called and noticed.
Section 8.
EXECUTIVE COUNCIL ACTING WITHOUT A MEETING.
Any action, which may be taken at a meeting of the Executive Council, may be taken without a meeting if authorized by a writing signed by all of the members who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation. All action taken without a meeting must be by a unanimous vote.
Section 9.
NOTICE OF ADJOURNMENT.
Notice of the time and place of holding an adjourned meeting need not be given to absent members.
Section 10.
QUORUM.
A majority of the number of Board of Directors and/or Executive Council members as fixed by the Articles or By-laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the directors and/or Executive Council members present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the directors and or Executive Council members, in the absence of a quorum, may adjourn from time to time, but may not transact any business.
Section 11.
NON-LIABILITY OF DIRECTORS.
The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
ARTICLE III OFFICERS
Section 1.
OFFICERS.
The officers of the corporation shall be the President, Vice President, a Recording Secretary, Corresponding Secretary, a Treasurer and two Members-At-Large, all of whom shall be directors and must be residents of Guam. The corporation may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this article.
Section 2.
ELECTION.
The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this article shall be chosen annually by a vote of the General Membership, and each shall hold his office until he shall resign or shall be removed or otherwise be disqualified to serve, or until his successor shall be elected and qualified.
Section 3.
SUBORDINATE OFFICERS, ETC.
The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-laws or as the Board of Directors may from time to time determine.
Section 4.
REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the board, or except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairman, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified there, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.
VACANCIES.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-laws.
Section 6.
PRESIDENT.
The president shall be the chief executive officer of the corporation and shall, subject to the control of the Executive Council, have general supervision, direction and control of the business and officers of the corporation. She shall preside at all meetings of the members and at all meetings of the Board of Directors and at all meetings of the Executive Council. She shall be ex-officio a member of all the standing committees, except the nominating committee, and shall have the general powers and duties of management usually vested in the office of the President or Chairman of the Board of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.
Section 7.
VICE-PRESIDENT.
In the absence or disability of the Chairman, the Vice Chairman in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.
Section 8.
SECRETARIES
RECORDING SECRETARY.
The Recording Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of the board of directors, the Executive Council and General Membership, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meeting, the number of members present or represented at members' meetings and the proceedings thereof.
The Recording Secretary shall keep, or cause to be kept, at the principal office of the corporation a membership register showing the names of the members and their addresses.
The Recording Secretary shall present the presiding officer with a list of unfinished business in advance of any meeting, shall report to the General Membership any recommendations of the Executive Council upon which action is to be taken; She will be he custodian of all records of the Club including Articles of Incorporation; Bylaws, and Standing Rules together with such amendments as may occur from time to time and a complete current membership list, and shall be responsible for counting an recording the results of any secret ballot or as otherwise requested by the President.
The Recording Secretary shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
CORRESPONDING SECRETARY
The Corresponding Secretary shall conduct correspondence of the Club as directed by the president, Executive Council, or General Membership. She shall send out notices including those of all meetings as directed by the appropriate body, shall prepare and mail monthly newsletters to all those entitled to receive it, and shall prepare the Annual Report at the close of the Club year from materials provided by the Executive Council.
Section 9.
TREASURER.
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all reasonable times be open to inspection by any member.
The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. She shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall report to the President, directors and Executive Council, whenever they request it, an account of all of her transactions as Treasurer and of the financial condition of the corporation, and shall have any other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
The Treasurer shall deliver to an Auditor or incoming Treasurer at the end of her term of office, a detailed account of financial transactions for the year.
She shall keep an accurate record of the financial status of each member’s dues and shall bring before the Executive Council any delinquencies in a timely manner.
The Treasurer shall comply with all laws applying to non-profit organizations. She shall disburse no monies without an appropriate voucher and shall report on a regular basis receipts, disbursements, and current balances to the Executive Council and General Membership.
Section 10
MEMBERS-AT-LARGE
Members-at-Large are by definition representatives of the Club as a whole who are charged with the duty of ensuring that those officers with specific duties to perform, do so in a manner consistent with the best interests of the General Membership.
Upon request, each Member-at-Large shall assume temporarily one of more duties of the Treasurer, Recording Secretary, or Recording Secretary if an emergency arises.
ARTICLE IV
EXECUTIVE COUNCIL AND OTHER COMMITTEES
Section 1
EXECUTIVE COUNCIL
The Board of Directors shall appoint an Executive Council consisting of the officers of the corporation, the Membership Chairperson, Luncheon Chairperson, Publicity Chairperson, an immediate past officer of the Club, and the Historian.
The Executive Council shall discuss, investigate, and prepare recommendations on matters referred to it by its members or engendered by it.
The Executive Council shall transact routing business between General Membership meetings and prepare reports on business arising.
In case of emergency, the Executive Council shall take such action as is necessary to serve the best interests of the Club.
Minutes shall be kept of all Executive Council meetings and shall be open for inspection by the general membership of the Club.
A majority of its members (on island at time of meeting) shall constitute a quorum of the Executive Council for the transaction of business.
Section 2
STANDING COMMITTEES
Standing committees shall be Luncheon, Membership, Publicity, Education, Senior Citizens, and Sunshine.
The President with the approval of the Board of Directors shall select standing committee chairpersons.
1.Luncheon Committee: The luncheon committee shall be responsible for receiving and making reservations for the general meetings, selecting a menu should that be necessary, receiving monies for the luncheon from the members, receiving the statement of account and paying it with a check disbursed by the Treasurer, holding and distributing name tags, and conducting all interviews or other business directly concerned with the physical facilities for the general meeting.
2.Membership Committee: The membership committee shall notify all applicants for membership of the action taken and shall furnish each new member with a copy of the Articles of Incorporation, By-Laws, Standing Rules and any other pertinent information in general circulation within the Club. The membership committee shall provide a nametag to the luncheon committee for each member and shall provide a current membership list for distribution to each active or Life Member in September. The membership committee shall oversee the Clubs volunteer recognition program that recognizes the service contributions of its members.
3.Publicity Committee: The publicity committee shall insert notices of all meetings, events and activities of the Club in appropriate segment of the news media on a timely basis.
4.Education Committee: The education committee shall be responsible for the development and implementation of any educational program of the Club. The education committee shall be responsible for overseeing the Club’s scholarship program and selecting the scholarship applicants from the applications submitted to the University of Guam’s Financial Aid Office.
5.Senior Citizens Committee: The senior citizens committee shall select and cooperate in specific programs designed to serve the senior citizens of Guam.
6.Sunshine Committee: The sunshine committee shall represent the general membership in expressing sympathy, hope, or congratulations toward an individual member or their families as appropriate.
The Executive Council may appoint any other committees as may be necessary from time to time with the powers that it may designate, consistent with the Articles of Incorporation and By-Laws and the laws of Guam. The members shall hold office at the pleasure of the Executive Council.
The Executive Council shall conduct the business of the Corporation between meetings of the General Membership provided, that their actions must be ratified at the next General Membership meeting.
ARTICLE V
CORPORATE RECORDS AND REPORTS - INSPECTION
Section 1.
RECORDS.
The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal place of business in Guam, as fixed by the Board of Directors from time to time.
Section 2.
INSPECTION OF BOOKS AND RECORDS.
All books and records provided for in 18 G.C.A. sub-section 4201 shall be open to inspection of the directors and other members from time to time and in the manner provided in said 18 G.C.A. sub-sections 4202.
Section 3.
CERTIFICATION AND INSPECTION OF BY-LAWS.
The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the members of the corporation, as provided in 18 G.C.A. sub-section 2201.
Section 4.
CHECKS, DRAFTS, ETC. - HOW EXECUTED.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors unless otherwise provided in the By-Laws.
Section 5.
CONTRACTS, ETC. - HOW EXECUTED.
The Board of Directors, except as otherwise provided in the By-laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or to any amount; provides see Article VIII Section 2 of the Bylaws.
Section 6.
ANNUAL REPORT.
The Directors shall cause to be sent to the members, not later than one hundred twenty (120) days after the close of the fiscal year, a balance sheet as of the closing date of such year, together with a statement of income and profit and loss for such year. The Chairman, Secretary, Treasurer or a public accountant, shall certify to these financial statements.
ARTICLE VI
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date of its incorporation, and the word "Guam".
I. ARTICLE VII
II. AMENDMENTS TO BY-LAWS
Section 1.
BY MEMBERS.
These By-laws may be altered, amended, repealed, or added to by the members at their annual meeting, or at any other meeting of the members called for that purpose, by a vote of the members entitled to exercise a majority of the voting power of the corporation, or by written assent of such members.
The procedure for any revision of the By-laws must be presented in writing to each member on the rolls at least 30 days prior to the General Meeting at which the amendment will come to the floor for a vote.
Any by-law may be suspended for a specific length of time and for a specific reason by a two-thirds vote of those present.
Suspension of any specific provision of these by-laws shall not affect any other provision.
Section 2.
RECORD OF AMENDMENTS.
Whenever an amendment or new By-Law is adopted, it shall be copied in the Book of By-Laws with the original By-Laws, in the appropriate place. If any By-law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.
ARTICLE VIII
MISCELLANEOUS
Section 1.
DEALING WITH THE CORPORATION.
Conflicts of Interest. The Council shall adopt conflict of interest policy and provide for its implementation.
Section 2.
EXECUTION OF INSTRUMENTS.
All checks, drafts and other orders for the payment of money, notes, bonds, acceptances, contracts, and all other instruments, except as otherwise provided by these By-Laws, shall be signed by two (2) officers of the corporation. A financial status report will be provided at all regular meetings of the Board of Directors.
All bank signatory cards shall include the names of the President, the Treasurer, and two other elected officers of the Club.
Section 3.
AUDITOR.
The Board of Directors shall appoint a person, firm or corporation engaged in the field of public accounting to act as auditor of the corporation. No member shall be eligible to serve as auditor of the corporation. The auditor shall, at least once in each fiscal year, and more often if required by the members, examine the books and papers of the corporation and compare the statements of the Treasurer with the books and vouchers of the corporation, and otherwise make an audit of the books of the corporation, and thereafter make appropriate reports.
Section 4.
FISCAL YEAR.
The fiscal year of the corporation shall be from June 1st to May 31st of the following year.
Section 5.
GENERAL FUNDS
All general funds of the Club shall be kept in a checking account in the name of the “Guam Women’s Club” except that
1.A revolving petty cash fund may be maintained, and
2.Any surplus funds may be transferred to a savings account or Time Certificate of Deposit in the name of Guam Women’s Club at the discretion of the Treasurer.
Section 6
FEES AND DUES
The fee accompanying any application for membership shall be five dollars ($5).
Annual dues for active members shall be thirty-five dollars annually. Annual dues for associate members shall be twenty dollars ($20).
Funds from fees and dues will be used for general operating expenses of the Club.
Section 7
PETTY CASH FUND
The revolving petty cash fund shall be two hundred dollars.
No disbursement in an amount of more than fifty dollars may be made from petty cash.
BUDGET/FINANCIAL STATEMENTS
An annual budget shall be presented to and approved by the general membership at the August meeting of the General Membership.
Committee chairpersons shall submit a proposed budget or detailed statement to the Executive Council before it may be considered.
On or before April 1, a status or final report must be submitted by each committee chairperson to the Executive Council for transmittal to the Board of Directors.
The Executive Council shall bear the responsibility for ensuring that the list of all special project activity reaches the general membership.
Section 8
APPROPRIATION OF FUNDS
Funds shall be appropriated in the following manner:
1.Expenditures included in the approved annual budget shall require no further approval but shall be reported to the general membership in the Treasurer’s report at the next monthly meeting.
2.Expenditures not included in the approved budget shall be considered through a motion at the general membership meeting. The proposed expenditure shall be forwarded to the Executive Council for study and recommendation. Such recommendation shall be presented at the next general membership meeting for a vote, or
3.Through recommendation by the Executive Council for action at the same meeting.
Section 9
DONATIONS
Cash and in-kind donations shall be made to non-government, nonprofit organizations serving the Guam community in the following manner:
Cash donations
1. From the proceeds of annual fundraising events of the Guam Women’s Club or other fundraising events held in cooperation with other organizations. The Guam Women’s Club shall retain 10% of the net profits of any Guam Women’s sponsored fundraising event for operating expenses. In addition, no more than $10,000 shall be donated to any single beneficiary of a Guam Women’s Club per annum. The amount raised from any fundraiser excluding the 10% retained by the Club and the $10,000 to the beneficiary organization, if any, shall be deposited into the Guam Women’s Club philanthropic fund to be made available for donations to other charitable causes approved by the general membership.
2. Donations made from the proceeds of fundraising events to a beneficiary organization require that at least one Guam Women’s Club representative sit on any committee controlling disbursements. In addition, a financial report stating how the donated funds will be used by the beneficiary organization shall be presented to the general membership by the event chairperson.
3. Donations from the philanthropic fund may be made upon the recommendation of the Executive Council and approval by the general membership.
In-kind donations
1. Donations solicited by or from members of the Guam Women’s Club shall be used for the purpose stated in the original solicitation unless the donor is notified of any changes.
Section 10
PARLIAMENTARY AUTHORITY
The rules contained n “Roberts’ Rules of Order, Newly Revised: shall govern the club in all cases not specifically covered by these bylaws.
The President shall appoint a parliamentarian to serve during her term of office.
ARTICLE IX
CONSTRUCTION AND DEFINITIONS.
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the statutes of Guam relating to corporations shall govern the construction of these By-Laws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and the neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person.
IN WITNESS WHEREOF, the undersigned, being a majority of the members of Guam Women’s Club Executive Council, hereby certify that the foregoing constitutes a full, true, and correct copy of the By-Laws of the Corporation, and that these By-Laws were duly adopted by the affirmative vote of the members representing a majority of all the members in this non stock non-profit membership corporation.
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