Proposed Bylaws of the West Virginia National Organization for Women

ARTICLE I. NAME 

The name of this state organization of women and men is “West Virginia National Organization for Women” which may be referred to as West Virginia NOW or WV NOW. 

ARTICLE II. STATEMENT OF PURPOSE 

The purpose of the National Organization for Women and of its subunit, the West Virginia National Organization for Women, is to take action through intersectional grassroots activism to promote feminist ideals, lead societal change, eliminate discrimination, and achieve and protect the equal rights of all women and girls in all aspects of social, political, and economic life. WV NOW is organized and operated exclusively for charitable purposes in accordance with Section 501(c)(3) of the Internal Revenue Code. In accordance with the Internal Revenue Service, WVNOW will not engage in any direct campaigns or endorsements for candidates at the local, state or federal level. 

It is the policy of WV NOW to provide for and promote equal employment, volunteer and participative opportunity in employment compensation and other terms and conditions of employment or volunteer activities without discrimination based on age race, creed, color, national origin, gender, sexual orientation, disability, marital status, Vietnam Era Veteran status, genetic predisposition, or carrier status. 

WV NOW is committed to assuring equal employment opportunity and equal access to services, programs and activities for individuals with disabilities. It is the policy of WV NOW to provide reasonable accommodation to a qualified individual with a disability to enable such individual to perform the essential functions of the position for which he/she is applying or in which he/she is employed. Further, it is the policy of WV NOW to provide reasonable accommodation for religious observers. 

The policy applies to all employment practices and actions. It includes, but is not limited to, recruitment, officer designation, officer development, employment or officer application process, examination and testing, hiring, training, disciplinary actions, rate of pay or other compensation, advancement, classification, transfer, reassignment, membership, chapter affiliation, chapter development and promotions. 

We strive to create Board Members from all racial and ethnic backgrounds, socioeconomic status, and sex and/or gender, real or perceived. 

ARTICLE III. MEMBERSHIP 

Any person who subscribes to NOW’s purpose shall be eligible to become a member of WV NOW and upon payment of national dues shall be enrolled as a member, with all rights, privileges and responsibilities thereof. All members of WV NOW or its subunits must be members of the national organization. No person who subscribes to NOW’s purpose shall be excluded from membership, segregated, or other discriminated against within WV NOW or its subunits. 

A Chapter-Affiliated member is a NOW member who is a member of a chartered chapter or a convening chapter. “Chartered and Convening” chapters are designated by National NOW. 

Any member of National NOW residing in West Virginia who is not a member of a chartered or convening chapter is considered an At-Large member of WV NOW. An At-Large member may affiliate with an existing chapter at any time by contacting the National Office of NOW. 

ARTICLE IV. SUBUNITS (Chapters) 

A. The West Virginia NOW chapter shall convene geographically based chapters within West Virginia. Members residing in or identifying with a county, city, area, or region of the State of West Virginia shall be encouraged to form a local chapter of NOW. At-Large members may form virtual chapters that are not tied to a geographic district. A chapter shall consist of no fewer than ten members, formulate bylaws consistent with national NOW bylaws, convene and operate for the stated purpose of NOW, and elect its officers. Chapters shall be chartered by the national organization upon meeting these requirements. 

B. The policies and programs of each chapter shall be defined by its members so long as such policies and programs are not contrary to those enacted by the national NOW bylaws, the NOW National Conference, or the NOW National Board. 

C. Membership in a chapter and voting privileges in the election of chapter officers shall be open to all NOW members who meet the chapter dues and length-of-membership requirements, if any; provided however that members may be voting members of only one chapter. All persons elected to leadership positions in a WV-NOW chapter must be members of NOW. 

ARTICLE V. EXECUTIVE OFFICERS, ELECTIONS, TERMS OF OFFICE 

Section I. Titles and Duties of Executive Officers 

PRESIDENT: The President shall be the principal spokesperson and chief executive and financial officer for West Virginia NOW, shall call the meetings of the WV NOW Board of Directors, the Executive Committee, and the annual conference, and shall preside at these meetings. The President shall be responsible for the development of the WV NOW’s strategic plan for consideration by the WV NOW Board; for the development of a proposed annual budget for WV NOW Board consideration; for oversight of the implementation of all decisions made by the WV NOW Board or Directors; for appointing and oversight of committees, not otherwise provided for in the bylaws; and for preparing an Annual Report to the membership of WV NOW. The President shall file all reports required by National NOW. 

ADMINISTRATIVE VICE-PRESIDENT: The Administrative Vice-President shall preside at all meetings in the absence of the President and shall succeed to the position of President should there be a vacancy in that position. The Administrative Vice-President shall be responsible for all administrative duties related to the ongoing maintenance of the Organization and other such duties as delegated by the President. Such duties include oversight of organizing of the Annual Conference, assuring that WV NOW Bylaws are consistent with those of National NOW, and liaison with and oversight of WV NOW Chapters. 

ACTION VICE-PRESIDENT: The Action Vice-President, at the direction of the President, shall be responsible for liaison activities with all organizations in WV that are active on issues related to National Now’s priority activities and any other activities affecting women and girls. The liaison may be for the purpose of sharing information, building unity, or taking actions. The Action Vice-President shall be responsible for organizing actions on behalf of WV NOW which may include WV NOW and WV NOW Chapters only or working in coalition actions with other organizations. Additionally, the Action Vice-President will ensure compliance with all aspects of the Affirmative Action Policy. 

TREASURER: The Treasurer shall be the custodian of all funds held by WV NOW and shall make regular reports, no less than quarterly, to the WV NOW Board of Directors concerning financial issues including the status of the organization’s budget. The Treasurer shall make an annual report to the membership of WV NOW in electronic form and in written format upon request. The Treasurer shall be responsible for all financial reports that are required by federal or state law. 

Secretary: The Secretary shall be responsible for keeping an official record of all WV NOW meetings and proceedings, including those of the WV NOW Board of Directors, the Executive Committee of the Board, and the Annual Conference of WV NOW. The Secretary shall prepare draft minutes for consideration and shall finalize Minutes upon approval by the relevant body. To the extent possible, minutes shall include news of accomplishments, in addition to the recordation of official actions. 

SECTION II: Elections, Qualifications, and Terms of Office for Executive Officers 

Qualifications: Executive Officers shall be a member in good standing of NOW at the time of their nomination and election. All members of WV NOW who meet the established requirements shall be eligible to seek election to an executive position in WV NOW. 

Nomination of Candidates for Executive Offices: The Board of Directors shall establish procedures and time frames to invite and secure eligible members to seek the nomination for and election for all Executive Positions. The Board of Directors shall communicate the name and biography of nominees to executive office positions to the membership at least thirty days prior to a scheduled election. 

Election of Executive Officers: The Election of executive officers shall occur at the annual meeting of the West Virginia National Organization for Women occurring in odd-numbered calendar years. Election shall be by a majority vote of the eligible members voting. The Board of Directors shall establish a process to allow eligible members to vote electronically or by mail-in ballots. 

Term of Office: Each term of office for executive officers shall be for a period of two years or for the period between Annual Meetings/Conferences in odd-numbered years. Officers elected at the Annual Conference in 2019 shall serve until August 31, 2021 or at the conclusion of the Annual Conference in 2021, whichever is later. An officer shall serve no more than two consecutive terms in a position. Time served as an appointment to fill a vacancy shall not be considered in determining the term limitation. 

SECTION III. Executive Committee 

The Executive Committee shall consist of the elected executive officers of West Virginia NOW and shall act on behalf of WV NOW to make necessary decisions and/or take appropriate actions between meetings of the WV NOW Board of Directors. Executive Committee meetings shall be open to any WV NOW Member. 

The President may call for a meeting of the Executive Committee at any time so long as a 24- hour notice is given to members of the Executive Committee. A special meeting may be called by any two Executive Committee members with a 24-hour notice to other Committee members. Meetings may occur in person, by phone, or by other electronic means. A quorum shall consist of any three Executive Committee members. 

ARTICLE VI: BOARD OF DIRECTORS/STATE COUNCIL 

The Board of Directors or State Council of the West Virginia National Organization for Women shall consist of the elected executive officers (Executive Committee) and the following: 

CHAPTER REPRESENTATIVES: Each chartered or convening NOW chapter in West Virginia shall have the authority to appoint a representative to the WV NOW Board. 

AT-LARGE REPRESENTATIVES: Three members of West Virginia NOW who are not affiliated with a chapter (At-Large members) shall be elected at the annual conference to serve on the WV NOW Board of Directors. If an insufficient number of candidates seeks election as an At-Large board members, the Board of Directors shall appoint any eligible At-large member to fill these positions; or, members from sub-units may serve in director positions. 

COMMUNICATIONS COORDINATOR: This Board position shall be filled by an individual appointed by the WV NOW Board of Directors. This position shall be responsible for maintaining all social media vehicles utilized by WV NOW and for building relations with all public media outlets to share information and news internally and externally as deemed appropriate by the President, the Executive Committee, the WV NOW Board of Directors, and the Annual Meeting/Conference. 

LEGISLATIVE COORDINATOR: This Board position shall be filled by an individual appointed by the WV NOW Board of Directors. This position shall be responsible for implementing the legislative priorities adopted by WV NOW including organizing lobbying activities and working in coalition with other organizations to advance the legislative priorities or interests of WV NOW. 

MEMBERSHIP AND CHAPTER DEVELOPMENT COMMITTEE CHAIR: The Board of Directors may establish a Committee tasked with increasing membership and building chapters. The Committee Chair shall serve on the Board of Directors. 

POLITICAL ACTION COMMITTEE: If the Board of Directors establishes a Political Action Committee that is chaired by someone who is not otherwise a member of the Board of Directors, that individual shall serve on the Board of Directors. 

PAST PRESIDENT: The immediate Past-President of WV NOW may choose to serve on the WV NOW Board of Directors. 

NOW NATIONAL BOARD MEMBERS: Any National NOW Board member who is a member of West Virginia NOW may choose to serve on the WV NOW Board of Directors. 

ARTICLE VII: VACANCIES AND REMOVALS OF EXECUTIVE OFFICERS AND BOARD MEMBERS 

Vacancies: If any WV NOW Officer is not able to fulfill assigned duties, the WV NOW Board of Directors shall appoint a replacement from interested and eligible NOW members. If a vacancy occurs in a Board position, the Board or the affected Chapter, as relevant, shall appoint a replacement within 30 days of the vacancy. If an at-large representative on the Board becomes vacant, the Board of Directors shall appoint a replacement from interested and eligible members. 

Resignations from Office: Any Executive Officer or Member of the Board of Directors may resign from an elected or appointed position at any time. Resignation shall be made in writing, including e-mail, to the President with a copy to the Secretary and shall be effective as of the date specified in the resignation. The vacated position shall be filled by the process delineated in these Bylaws. 

Absences: In the event that any Executive Officer or member of the Board of Directors misses three consecutive meetings, the Board of Directors may, by a two-thirds vote of the sitting board, choose to vacate the Officer or Board position held by said member. The vacated position shall be filled per the process delineated in these Bylaws. 

Removal of Officers and Board Members: An Officer or a Member of the WV NOW Board may be removed for cause by a three-fourths vote of all sitting members of the WV NOW Board. Notice of the proposed removal must be given to the affected individual at least fourteen days in advance of the scheduled vote. The vacated position shall be filled per the process delineated in these Bylaws. 

ARTICLE VIII: MEETINGS 

ANNUAL CONFERENCE: The West Virginia National Organization for Women shall have a Conference once each calendar year that is designated as the Annual Conference in accordance with the laws governing nonprofit organizations in the State of West Virginia. Notice of the Annual Conference shall be given at least sixty days in advance. Notice may be given by whatever methods that assure that all members of WV NOW receive effective Notice. A quorum for conducting business at the annual conference shall consist of at least twenty members including those who may be participating electronically. The proceedings of the Annual Conference shall be recorded in written form (and in other forms in the discretion of the Secretary) and shall be made available to members of West Virginia National Organization for Women within thirty days of the close of the Annual Conference. 

BOARD OF DIRECTORS/STATE COUNCIL MEETINGS: The State Board of Directors shall meet at least quarterly on established dates that are announced at least thirty days prior to the meeting. The Board may choose to meet more frequently so long as required notice is given. Special meetings of the Board may be called by the President at any time provided that a 24-hour notice of said meeting is given. A special meeting of the Board may also be called at the petition of four members of the Board. Participation in Board meetings may be in person, by telephone, or by other electronic means. A quorum shall consist of fifty percent plus one of the sitting members of the Board. Proceedings of all meetings shall be made available to members by electronic means or by a written request to the Secretary for a written copy of the minutes and other recorded information. 

ARTICLE X. FISCAL YEAR 

For purposes of budgeting and required financial reporting, the West Virginia National Organization for Women shall operate on a fiscal year beginning January 1 of each year and ending on December 31 of the same year. 

ARTICLE XI. CHANGES TO BYLAWS 

Changes to these Bylaws may be made at any Annual Conference of the West Virginia National Organization for Women. Proposed changes can be offered by any eligible member of WV NOW in written format sent to the President and the Administrative Vice-President detailing the proposed changed and identifying any existing bylaw that would be affected were the proposed change to be ratified. Proposed changes must be communicated to all members at least thirty days prior to the date of the Annual Conference. As a one-time arrangement in advance of the 23 November 2019 meeting, proposed bylaws amendments must be submitted two weeks in advance, by 9 November 2019. Changes to the Bylaws must be approved by a vote of at least two-thirds of members voting. 

ARTICLE XII. INDEMINIFICATION OF OFFICERS AND BOARD MEMBERS 

An Executive Officer, a Board Member or Employee of West Virginia NOW shall be indemnified to the maximum extent possible consistent with the Laws of the State of West Virginia. 

ARTICLE XIV. DISSOLUTION 

The corporation may be dissolved by a vote of eighty percent of the Board of Directors provided that the Board has at least ten voting members at the time of the dissolution vote. In the event there are fewer than ten members of the Board of Directors; and, there have not been any meetings on a regular basis for a period of one year and none are anticipated within the subsequent twelve-month period, the president and treasurer are designated as the officials responsible for filing articles of dissolution required with the West Virginia Secretary of State. Upon the dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. 

ARTICLE XV. PARLIMENTARY AUTHORITY 

Except as provided herein, all proceedings of West Virginia National Organization for Women shall be governed by the latest current version of Robert’s Rules of Order Newly Revised, currently the 11th version published in September 2011. 

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