ARTICLE I - NAME

The name of the organization shall be The Palisades Women's Club (PWC).

ARTICLE II - MISSION STATEMENT

Our mission is to be a social and community service organization whose purpose is to improve and enrich our community.

ARTICLE III - MEMBERSHIP

Section 1. General Membership

A.    A member must live in The Palisades or be a member of The Palisades Country Club or The Palisades Sports Complex.

B.    Prior members who no longer live in the Palisades or have a membership in The Palisades Country Club or The Palisades Sports Complex all eligible to rejoin.

C.    A prospective member may attend up to two general membership meetings, one of which may be a social event held by the PWC before joining The Palisades Women's Club.  A prospective member must pay associated event fees to attend these meetings.

D.    Only a member in good standing is eligible to vote, hold office, chair a committee, plan or host an event, or participate in an auxiliary group.

E.    All members of the PWC will be on the active roster until the following November meeting. After the November meeting, those who have not renewed their membership will be removed from our mailing list.

F.    The roster is for membership use only and may not be shared outside our membership.  The roster is to be used for PWC business only and may not be used for solicitation purposes.

Section 2. Policy

A.    Membership Term: Annual membership shall run twelve months beginning August 1st of each year.

B.    Member Standing: Members in good standing shall be those whose dues are paid in full.

ARTICLE IV - FINANCES

Section 1. Annual Dues

A.    Dues shall fund the operational expenses of the PWC.

B.    The Executive Board will discuss the annual dues amount at the June Executive Board meeting and will establish the amount by August 1st.

C.    Annual dues must be paid in full with membership application, upon which a member will be considered in good standing.

D.    If joining the PWC on March 1st or after, dues are 50% of the annual rate.

Section 2. Fees

A.    Reservations for PWC events shall be paid by members.

B.    Members are obligated to pay such fees for themselves and their guests.

C.    Event fees are only refundable if requested prior to the event registration deadline.  Fees are nonrefundable after the event registration deadline.  This policy is applicable to all meetings.

Section 3. Budget

A.    A budget shall be drafted by the current Treasurer and approved at the April Executive board meeting and presented to the general membership for approval at the May general meeting.

B.    The budget will cover the costs for the fiscal year that begins August 1st of each year.

Section 4. Unbudgeted Expenses

A.    The Executive Board may authorize disbursements of $200.00 or less on any one unbudgeted item.

B.    The general membership will vote on unbudgeted disbursements greater than $200.00.

ARTICLE V - ORGANIZATION

Section 1. Executive Board

A.    The Executive Board shall be the governing body of the PWC and shall direct the operation of the PWC.

B.    The Executive Board shall be members in good standing of the PWC.

C.   The Executive Board shall consist of the elected officers of the PWC. Each elected officer may vote except for the President who votes only in the case of a tie.

D.   The Executive Board elected officers are nominated each April, elected and installed in May.

E.    The term of the Executive Board shall begin the month following their installation.

F.    The Executive Board shall serve for a period of one year.

G.   Elected officers' terms will not exceed two consecutive years in the same office.

H.   A vacancy occurring in any office shall be filled by a majority vote of the Executive Board. In case a vacancy occurs in the office of the President, the Vice President shall assume the duties of the President.

Section 2. Elected Officers

A.    President

B.    Vice President

C.   Recording Secretary

D.   Corresponding Secretary

E.    Treasurer

F.    Historian

G.   Membership Chair

H.   Service Chair

I.      Social Chair

J.     Welcome Chair

K.    Website Manager

Section 3. General Executive Board Duties

A.    The duties of the Executive Board are to:

a.   Transact business in the intervals between PWC meetings.

b.   Approve, monitor, and review the activities of committees.

c.   Approve the formation of new auxiliary groups.

d.   Conduct such other business as may be referred to it by the PWC.

B.    Every member of the Executive Board will:

a.   Advise the President before the Executive Board meeting of any new items to be presented on the agenda.

b.   Maintain and submit a comprehensive summary of the year's activities. At the last Executive Board meeting of the year, copies of these records, (hard copy and/or electronic versions), will be transferred to the successor of each office.

ARTICLE VI - SPECIFIC DUTIES OF ELECTED OFFICERS

Section 1. President 

A.    Presides at all meetings of the PWC and of the Executive Board.

B.    Attends committee meetings as an ex-officio member.

C.   Calls special meetings of the membership or Executive Board, if necessary.

D.   The President shall vote only in the case of a tie.

E.    Is a co-signer on the banking account.

F.    In an emergency situation (serious and extenuating circumstances) the President may authorize unbudgeted expenses not to exceed $250.

G.   Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 2. Vice President 

A.    Presides in the absence of the President.

B.    Assists the President as necessary.

C.   Prepares an agenda for each Executive Board meeting and general membership meeting.

D.   Organizes Executive Board and general membership meetings.

E.    Sets and maintains the yearly PWC calendar for General and Board meetings.

F.    Coordinates the menus and contract(s) with the Palisades Country Club staff.

G.   Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 3. Recording Secretary

A.    Keeps an accurate record of all meetings of the PWC general membership and the Executive Board.

B.    Provides copies of previous Executive Board meeting minutes at each meeting for approval.

C.   Provides minutes of the PWC general membership meetings to the Corresponding Secretary for publication.

D.   Keeps an official copy of the Bylaws, available to members at all times.

E.    Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 4. Corresponding Secretary

A.    Is responsible for all correspondence as directed by the Executive Board.

B.    Electronically forwards minutes of all general membership meetings, provided by the Recording Secretary, to the general membership for review and approval.

C.   Electronically distributes the membership roster to the general membership.

D.   Publishes club events on social media and digital platforms.

E.    Prepares a detailed list of tasks for each General Meeting and distributes it to board members in a timely manner.

F.    Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 5. Treasurer

A.    Is the custodian of all funds owned by the PWC.

B.    Co-signer on the banking account.

C.    Keeps an accurate record of receipts and expenditures.

D.    Requires members to attach receipts to vouchers for reimbursement of authorized expenses incurred on behalf of the PWC. Also requires any other documentation deemed necessary to establish proper records.

E.    Presents a statement of account at every Executive Board meeting, first and last general membership meetings of the year, and upon member written request.

F.    Promptly deposits all monies received.

G.   Pays all approved budgeted expenses as needed.

H.    Retains a suitable amount of money for the incoming Executive Board's initial operating expenses.

I.      Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 6. Historian

A.    Appoints a vice chair and/or one or more assistants.

B.    Maintains a record of each President and the members of her Board and their terms of service.

C.   Maintains and prepares a visual and written record of the club year.

D.   Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 7. Membership Chair 

A.    Appoints a vice chair and/or one or more assistants.

B.    Collects all membership dues.

C.    Receives and processes new membership.

D.    Compiles and maintains a current membership email roster and makes it available to the Corresponding Secretary.

E.    After the November meeting, provides the Corresponding Secretary with the updated membership roster to be distributed to members.

F.    Promptly transfers all monies collected to the Treasurer.

G.   Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 8. Service Chair

A.    Appoints a vice chair.

B.    Assembles additional members, as needed, to assist with service projects.

C.    Organizes and implements service projects for the PWC.

D.    Plans the program for several General Membership meetings as approved by the Executive Board.

E.    Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 9. Social Chair

A.    Appoints a vice chair.

B.    Assembles additional members, as needed, to assist with social functions.

C.    Organizes and implements social activities for the PWC.

D.    Plans the program for several General Membership meetings as approved by the Executive Board.

E.    Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 10. Welcome Chair

A.    Appoints a vice chair.

B.    Assembles additional members (ambassadors), as needed, to help welcome guests and new members at the PWC meetings.

C.   Prepares and distributes PWC marketing materials to encourage attendance.

D.   Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

Section 11. Website Manager

A.    Appoints a vice chair.

B.    Maintains the PWC web site.

C.    Sets up online RSVP and online payment for each General Membership meeting.

D.    Sets up online payment of membership dues for new and renewing members at the beginning of each year.

E.    Performs duties prescribed herein under Article V, section 3, ("General Executive Board Duties") and such other duties as may be prescribed in these Bylaws or assigned by the PWC or the Executive Board.

ARTICLE VII - MEETINGS

Section 1. General Membership Meetings 

A.    Shall be held the first Wednesday of each month, September through May.

B.    Shall alternate between afternoon and evening functions.

C.   May be rescheduled when necessary and the membership notified in the most feasible manner possible.

D.   A quorum shall be the number of members at the meeting.

Section 2. Executive Board Meetings 

A.    Shall generally be held the Wednesday prior to the general membership meeting.

B.    May be rescheduled, when necessary, by the President, and the Executive Board notified in the most feasible manner possible.

C.   A quorum shall be the number of board members in attendance.

D.   When a committee chair is absent, her vice-chair may vote in her place if present.

Section 3. Voting

A. Decisions requiring a vote of the membership regarding the Bylaws shall be made by a majority of the members in attendance.

ARTICLE VIII - NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee 

A.    The President and Vice President shall appoint an Election Chair at the January board meeting.

B.    Election Chair may not seek election for the upcoming year.

C.   Election Chair shall select one person from the Executive Board and two or more members from the general membership (who do not intend to run for office) to be on the Nominating Committee.

Section 2. Nominations 

A.    There shall be a nomination for each office.

B.    Incumbent office holders who wish to run again may do so, but their total term in a given office is to be no more than two consecutive terms.

C.   Nominees must be members in good standing.

D.   The Election Chair shall submit the slate of nominees to the general membership at the April meeting. The general membership shall have the opportunity at this time to self-nominate for any position. 

Section 3. Elections and Installation

A.    Elections

a.   Officers are elected by majority vote of the general membership in attendance at the May general membership meeting.

b.   If an unopposed slate is presented, a voice or hand vote may be taken, and the election is completed.

c.   If a multi-candidate election is taking place, secret ballots shall be prepared, distributed to active members in attendance, collected and counted by the Nominating Committee at the May general membership meeting. The candidate receiving the majority of votes within each office shall be elected.

B.    Installation

a.   Shall take place immediately following the elections at the May general membership meeting.

b.   Officers shall serve for a period of one year and shall assume their duties at the June Executive Board meeting.

c.   The June Executive Board meeting shall be a joint meeting of the newly formed board and the outgoing board. Final business of the outgoing board will be to approve minutes, conclude old business and disperse any funds as needed. Then the meeting will be turned over to the new President and new Executive Board. Each outgoing board member is to schedule a time to meet with her replacement for training and to turn over notebooks and any other materials applicable to the position.

ARTICLE IX - BYLAW REVISION, AMENDMENT AND ADOPTION

Section 1. Review and Revision. The Bylaws shall be reviewed and revised as needed. 

Section 2. Amendment. The Bylaws may be amended - and Bylaw revisions may be implemented - as follows: 

A.    Proposed Bylaw amendments or revisions are initially approved by a majority of the Executive Board members.

B.    The proposed amendments or revisions are presented to the general membership at the general membership meeting following the board meeting, at which time the proposed amendments or revisions may be discussed prior to voting.

C.   The proposed amendments or revisions are voted on at the next month's general meeting, allowing 30 days for consideration by the membership before voting.

D.   The proposed amendments or revisions are approved by a quorum of eligible voters present.

Section 3. Adoption. Once approved, the adoption nullifies any previous Bylaws of the PWC. 

Approved by vote of General Membership Wednesday, April 3, 2024.