WMG Bylaws as amended July 9, 2010
This Club is incorporated for professional and social purposes, and its corporate name is The Women's Media Group.
2. BOARD OF DIRECTORS
I. There shall be a Board of Directors to consist of nine (9) voting members, including the five (5) officers of the Club: the President, the First Vice-President, the Second Vice-President, the Secretary, and the Treasurer of the Club, and four (4) general board members. The President Emeritus shall have a voting board position. In the event that a President is elected to serve a second term, the President Emeritus shall retain her voting board position at her own discretion.
II. The term of office of the President shall be one (1) year. The term of office of the First Vice-President, the Second Vice-President, the Secretary shall be two (2) years. The term of Treasurer shall be two (2) years, however, given the specialized nature of the duties of the position, the same person may hold this office for more than one term so long as the membership votes her into office during the usual elections. The term of office for the four (4) general board members shall be two (2) years: they shall be divided into two (2) classes of two (2) to be elected in alternating years. The term of the President Emeritus shall be the duration of the new President's term. The Vice-Presidents shall be elected in alternate years and the Secretary and Treasurer shall be elected in alternate years, except that in the first year following the extension of the term of office of the Vice-Presidents to two years, two vice presidents shall be elected, with one serving one year and one serving two years. Vacancies existing from time to time in any class shall, for the balance of the unexpired term, be filled by the Board. The President may serve a second and a third term in succession so long as the membership votes her into office during the usual elections, but otherwise no member of the outgoing board who has served more than half a term shall be eligible for re-election to the same office until one (1) year has expired.
III. The Board shall have general charge, management and control of the affairs, funds and property of the Club, and shall authorize and control all expenditures. It shall have full power, and it shall be the duty of the Board to carry out the purposes of the Club according to law and as provided in these by-laws. It may appoint a General Manager of the Club who shall be subject to the direction of the Board.
IV. The Board shall hold regular meetings six (6) times a year or more frequently if the Board so determines by resolution. Special meetings may be called by order of the President, and shall be called at the request of two (2) members of the Board. A majority of its members shall constitute a quorum.
V. Absence on the part of any member of the Board from two (2) consecutive regular meetings without satisfactory reasons being given shall be deemed a resignation therefrom, and notice from the Board to the absent member shall be provided in writing.
3. PRESIDENT AND VICE-PRESIDENTS
The President, and in her absence the First Vice-President, shall preside at the meetings of the Club and the Board. The President or the First Vice-President, with the Secretary or Treasurer, shall sign all written contracts and obligations of the Club. In the event of the disability or absence of the President, the First Vice-President shall possess and exercise all the powers of the President. In the event of the disability or absence of both the President and First Vice-President, the Second Vice-President becomes the First Vice-President and the Board shall appoint an acting Second Vice-President during the disability or absence or for the remainder of the term of office. The President shall be the keeper of the seal of the Club.
4. THE SECRETARY
The Secretary shall give notice, or cause notice to be given, of all meetings of the Club and of the Board and shall maintain the minutes. She shall conduct or oversee the general correspondence of the Club that is not handled by specific Board officers or Program Chairs. She shall furnish or cause to be furnished to the Treasurer the names of all persons elected to membership. In the event of the death, resignation, or inability to serve of the Secretary, the Board shall appoint a successor who shall hold office for the balance of the unexpired term, and in the event of her absence or disability, may appoint an acting Secretary.
5. THE TREASURER
The Treasurer shall collect or cause the collection of all entrance fees, dues and house charges and shall keep the accounts of the Club and report thereon at each regular meeting of the Board. In the event of the death, resignation or inability to serve of the Treasurer, the Board shall appoint a successor who shall hold office for the balance of the unexpired term, and in the event of her absence, the Board may appoint an acting Treasurer. The Board may appoint an Audit Committee.
I. The new Board shall be elected at the Annual Business Meeting of the Club in March to the terms described in Section 2, and the new members of the Board shall hold office until their successors are duly elected and qualified.
II. A simple majority of a quorum of the membership, attending and casting their votes in person at the annual meeting, or by proxy, shall be required to elect the candidates on the slate proposed by the nominating committee or nominated by others by February 15 (cf. 7III).
III. Elections shall be by secret ballot or by unanimous voice consent.
7. NOMINATIONS FOR OFFICE
I. There shall be a Nominating Committee consisting of a minimum of three (3) () members, including a minimum of one (1) nonboard member. The names of all members of the Committee shall be announced to the Club members immediately after their appointmentII. The Nominating Committee shall report to the President no later than February 1 of each year the names of members nominated for office, those nominees having give their consent. The slate shall consist of four (4) officers of the Club and two (2) general board members as designated in by-laws, Section 2 Paragraph II. The Secretary shall cause the names of these candidates to be announced immediately to the members.
III. Any member whose name shall not have been reported as a candidate by the Nominating Committee shall be eligible, given her consent, for election as an officer or member of the Board, provided the notice of intention to nominate her, stating the office for which she is to nominated and signed by not fewer than seven (7) members entitled to vote (or ten (10) percent of the membership, whichever is smaller) shall have been given to the Secretary by February 15. The Secretary shall cause the names of all candidates so designated to be announced to the members.
IV. The Committee Chair shall immediately notify persons elected to Board positions.
8. MEETING OF THE CLUB
I. There shall be an Annual Business Meeting of the Club for election and general business purposes in March in New York City on a day to be designated by the Board.
II. The Board may at any time or shall upon written request by ten (10) percent of the membership of the Club call a special meeting of the Club. Such request and notice of any special meeting shall state the object for which the meeting is called. At a special meeting, no subject not so stated in the notice shall be considered.
III. A copy of the notice of any meeting shall be sent by the Secretary not less than ten (10) nor more than fifty (50) days before such meeting to each member entitled to vote.
IV. Two-thirds of the members entitled to vote shall constitute a quorum at any meeting of the Club. All action taken by a meeting of the members shall be by vote of a majority of the members present, a quorum being present in person or by proxy.
V. Only members of the Club shall be present at any business meeting of the Club.
I. Admissions procedures shall be determined by the Membership Committee and the full Board and reported two months before any cut off date for elections by the general membership. Names shall be submitted to the membership not less than a month before elections will take place. said meeting. Candidates for admission must be sponsored by a member in good standing.
II. Each member may propose up to three (3) candidates for membership each year, but the Board at its discretion may increase the number or limit the total number of new members in any given year.
IV. A majority of the full Board shall be necessary to elect a candidate for membership.
V. Admission proceedings shall be regarded as confidential.
10. ELIGIBILITY FOR MEMBERSHIP
Any woman who is professionally engaged in full-time work in a business concerned with the publication of books, magazines or newspapers, or with radio, television, film, or electronic media, shall be eligible for membership. Each candidate proposed for membership shall have five (5) years experience in her chosen field and/or distinguished herself in that field. No one accepted as a member shall be required to leave the Club if she changes her work schedule or field of endeavor.
11. ELECTION TO REGULAR MEMBERSHIP
Before any candidate for regular membership in the Club shall be balloted upon, she must be duly proposed by a member of the Club as follows: Her name, place of work, length of time and nature of work, residence and business address, and such other information as the Board may require must be set forth in writing. Her name, title, and place of work, together with the name of her proposer, must be sent to the membership at least two weeks before the Board meeting at which her name is acted upon.
12. SPECIAL MEMBERS
The Board may, from time to time, extend temporary nonvoting membership privileges to individuals, establishing the duration of their membership and the dues.
13. ENTRANCE FEES AND REINSTATEMENT
I. The entrance fee for regular members shall be set by the Board.
II. The reinstatement fee for former members who resigned in good standing shall be in accordance procedures determined under the terms of Clause 15.
III. Any candidate for regular membership shall become a member of the Club upon election. The Treasurer shall cause notification to be sent to the to the address indicated on the application, including a statement of the entrance fee and the annual dues.]. In the case of candidates elected after the first of June in any year, the amount of dues payable shall be one-half (1/2) of the annual dues for the current year. The same apportionment shall apply to the payment of dues by a reinstated member who resigned in good standing. The Board, however, may provide a different method of apportionment from time to time.
IV. The membership of any duly elected candidate (or duly reinstated member) shall be automatically terminated if the entrance fee and dues are not paid within sixty (60) days after the statement is sent, and she shall remain liable to the Club for any indebtedness including entrance fees and dues.
I. The annual dues shall be fixed by the Board. Members shall become liable as of the date of the Annual Business Meeting of each year for their annual dues for the year ending with the following Annual Business Meeting.
II. A suspended member shall be liable for her dues during her suspension.
III. Dues shall be payable in advance.
IV. The Treasurer shall cause to be sent annually to each member during the month of February a notice of the annual dues for the year beginning with the Annual Business Meeting next following, informing each member of the amount of dues and the date for payment thereof, and advising each member that her membership will automatically end unless such dues have been paid before 60 days following such date for payment.
V. If her dues remain unpaid 60 days following the date for payment, her membership shall automatically cease and she shall remain liable to the Club for all unpaid indebtedness, including dues. The Board may, at its discretion, reinstate her upon her paying: (a) the dues for which she was in default at the time her membership ceased (b) all other indebtedness to the Club, and (c) any reinstatement that may be established in accordance with Clause 15.
VI. The Board shall have the power to extend the period for the payment of dues, otherwise payable by regular members, during specified periods, or in specific cases as the circumstances warrant.
I. Resignation of membership shall be made in writing to the President, but resignation of any member shall not cancel any indebtedness to the Club, except at the discretion of the Board.
II. Former members, after application in writing has been filed with the Secretary, may be reinstated by the Board at its discretion, or in accordance with such procedures as it may establish.
16. SUSPENSION OR EXPULSION
I. If at any time a member demonstrates fiscal irresponsibility toward the Club, or if her public actions in the name of the Club damage the Club as a whole, the Board may, at a regular or special meeting and by a majority vote of the full Board, enjoin that member from the use of Club facilities until a hearing may be held.
II. The Board shall select a date for the hearing, not to exceed thirty (30) days after the complaint is made. The member must be notified of the complaint twenty (20) days in advance of the hearing and shall have the option of appearing in person-with other Club members of her choosing, if she so elects - or presenting a written statement. At the conclusion of the hearing, the Board shall vote, by a majority of the full Board membership, to dismiss the complaint or to suspend the member temporarily. Expulsion shall require the unanimous consent of the Board.
III. A member of the Club who seeks to recommend suspension or expulsion of another member must present the complaint in writing to a member of the Board.
I. The Board shall prescribe, may amend, and shall enforce house rules regulating the use of the Club by the members and rules for admission of guests to the privileges of the Club.
II. The Board shall have the power to make rules for its own government, and to prescribe and enforce penalties for their violation.
18. APPOINTMENT OF COMMITTEES
I. The Board may in each year appoint standing committees. For each committee the Board shall fix the number of members, which shall be not fewer than two (2), appoint its chairperson and fill any vacancies. The Board shall prescribe the duties and powers of all standing committee to the extent that they are not prescribed in these by-laws. II. The Board may also appoint special committees from time to time and prescribe their powers and duties.
These by-laws may be amended by the Board by an affirmative vote of two-thirds of the full Board, the proposed amendments shall have been submitted or caused to be submitted to the members of the Club by the Secretary at least forty (40) days before the meeting These by-laws may also be amended by the membership. Two-thirds of the members entitled to vote shall constitute a quorum. All action taken shall be by a majority of the members present, a quorum being present in person or by proxy.