Indiana Women's History Association 

Indiana Women's History Association, Inc.

By-Laws


Approved April 15, 1987.
Revised 30 September 1992; 15 May 1996; 15 June 2000; 05 September 2001 and 03 June 2002.

Article I: NAME

The name of this organization shall be Indiana Women's History Association, Inc.

Article II: PURPOSE

To ensure that the history of all women in Indiana is preserved, commemorated, and made accessible for present and future generations.

Article III: MEMBERSHIP

The Board of Directors (Board) of the Indiana Women's History Association, Inc., may create categories of general membership.

A. Categories of Membership

  1. Initial: the Initial Membership shall consist of the Board.

  2. Contributing: the Contributing Membership shall be on an annual basis and shall consist of all those who contribute monetarily to the Indiana Women's History Association, Inc. Contributing Membership shall be on an annual basis.

  3. Voting: the Voting Membership shall consist of all those who have paid membership dues as set by the Board. Voting Membership shall be on an annual basis.

  4. Under special circumstances, the Board may waive the membership dues for an individual or organization.

  5. Duties of the Voting Members shall be to elect the members of the Board as set forth in these by-laws, and in such a manner as prescribed by the Board.

  6. Each Voting Member shall have one (1) vote.

ARTICLE IV: ANNUAL MEETING

The annual meeting shall be held before June 30 at a time and place to be decided upon by the Board for election of officers and for the transaction of such other business as may properly come before the meeting. Notice of the meeting as required by the laws of Indiana shall be given to each member in writing. A majority of those present and voting shall decide all questions.

ARTICLE V: BOARD OF DIRECTORS

A. Membership, Election, and Term of Membership

  1. The Board shall consist of not less than four (4) nor more than twenty-one [21] members, and shall include the officers and the immediate past President.

  2. The initial Board shall serve for three years or until such other time as shall be set by the Board. The initial Board shall elect additional members to the initial Board in such a manner and at such a time as the Board shall prescribe, and in accordance with these by-laws.

  3. At such a time as the Board establishes Voting Membership, the Board shall be elected by the Voting Membership at such a time and in such a manner as prescribed by the Board, providing that such an election shall occur at least once every three years after the first election by the Voting Membership. The Board shall be elected from a slate presented by the Nominating Committee and from nominations from the voting members.

  4. Vacancies on the Board occurring between elections shall be filled by election by the remaining directors. The person(s) so elected shall hold office until the next election, at which time they shall be eligible for re-election.

  5. The usual term of membership shall be three years, but nominations for shorter terms may be made at the discretion of the Board.

B. Duties and Powers

  1. The Board shall be the policy-making body for the Corporation.

  2. The Board shall have the responsibility for raising the necessary monies to support its programs.

  3. The Board shall inform the community of the organization's activities.

  4. The Board shall consider the program for the ensuing year. After any revision it may deem advisable, it shall adopt it. The Board may make subsequent revisions to the program as needed.

  5. The Board shall consider the annual budget and shall adopt it after such revisions as are deemed necessary. It shall make subsequent revisions as become necessary.

  6. The Board shall approve the President's appointment of committee chairpersons and committee members.

  7. The Board shall approve the appointment of legal counsel for the Corporation.

  8. The Board shall appoint, fix the terms of compensation, establish the responsibilities, determine the tenure of, and annually evaluate all employees of the Corporation.

  9. The Board shall appoint an auditor as provided in these by-laws, and receive the report for action.

  10. The Board shall require periodic reports of the operations of the various committees and from specified employees.

  11. The Board shall fix the time and place for the annual meeting of the membership.

  12. The Board shall designate those persons authorized to sign all checks, contracts, obligations, and legal documents for the Corporation.

C. Board Meetings

  1. Meetings in addition to the annual meeting shall be held as needed.

  2. Special meetings of the Board may be called at any time by the President or on the written petition of one-third (1/3) of the members of the Board.

  3. Notices of both regular and special meetings shall be given by the Secretary to each member of the Board at least five (5) days before such meetings.

  4. A quorum shall be one-half (1/2) of the members of the Board and a majority vote of those present shall decide all questions.

  5. Any member(s) of the Board who shall be absent from two consecutive meetings without adequate explanation may be regarded as thereby resigning from the Board and may be so notified by the Secretary.

ARTICLE VI: OFFICERS

A. The officers of the Corporation shall be: President, one or more Vice-Presidents, Secretary, Treasurer, and other officers as needed. Their duties shall be those usually performed and those specified in these by-laws, in addition to such other duties as the Board may prescribe.

B. The officers shall be elected by the Board immediately following the annual meeting. The officers shall serve for one (1) year or until their successors are elected.

C. Duties of the Officers

  1. The President shall be the chief officer of the organization and shall preside at all meetings of the Board and at the annual meeting. The President shall, with the approval of the Board, appoint the chairpersons of all committees, shall be a member of all committees except the Nominating Committee, and shall, with the approval of the Board, appoint legal counsel.

  2. The Vice-President shall perform all the duties of the President in the event of the absence or inability of the President to act, or in the event of a vacancy in that office.

  3. The Secretary shall handle the general correspondence of the Board; shall issue adequate advance notice of all meetings of the Board and membership; shall send written notices of termination of service to Board members who have been absent from two consecutive meetings without adequate explanation; shall attend all meetings and keep the minutes; shall perform all such duties as are incident to the office.

  4. The Treasurer shall be the financial officer of the organization and shall perform such duties as may be authorized and directed by the Board.

  5. No officer shall obligate the organization beyond the limits of the items in the approved budget without specific written authority from the Board.

ARTICLE VII: COMMITTEES

The Board may create such committees as it considers necessary. The Board shall prescribe the duties, term, and responsibilities of any such committees.

ARTICLE VIII: FISCAL YEAR

The fiscal year shall be June 1 to May 31.

ARTICLE IX: DISSOLUTION

Upon dissolution of the Corporation and after satisfying all obligations of the Corporation, any and all assets of the Corporation shall be distributed only to such organization(s) as qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended (or the corresponding provision of any future United States Internal Revenue Code), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s) as the Court shall determine, which are organized and operated exclusively for charitable, educational, or scientific purposes.

ARTICLE X: BY-LAW AMENDMENT

These By-Laws may be amended only at an Annual Meeting or at a special meeting of the membership called for the purpose of amending these By- Laws. Notice of such a meeting must be given to all eligible voters at least ten (10) days prior to the meeting. A two-thirds (2/3) vote of the members entitled to vote shall be necessary to amend these By-Laws.

Home