Article I – NAME
The name of the organization shall be the International Women’s Club of Philadelphia, hereafter referred to as IWCP.
Article II – OBJECTIVE
The objective of the IWCP shall be to welcome women of all cultures in the Philadelphia area and to promote friendship, cooperation and understanding.
Article III – MEMBERSHIP
- Membership shall be open to all women residing in the Philadelphia area who are either foreign-born, American-born but who have lived abroad for a least one year, or American-born with a demonstrated interest in fostering international cultural exchange.
- All new applicants must be sponsored by two IWCP members who are in good standing and have been members of the IWCP for at least one year.
- The Membership Chair must submit all applications for membership to the Board for approval.
- The proportion of American-born members shall be limited to 40% of total membership.
- The membership year shall run from September to August.
- Annual dues and other IWCP fees shall be determined by the Board; the annual dues shall be announced at the Annual General Meeting (AGM). New members joining after March 1st shall have their initial membership extended to the end of the following membership year.
- Members shall have priority over non-members for all IWCP-sponsored events, up until the registration deadline. Non-Members are welcome if there is remaining availability.
- Members of the Women’s Clubs International affiliated clubs automatically are eligible for membership in IWCP with no support vote necessary.
Article IV – OFFICERS
- The officers of the IWCP shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer. These officers shall perform the duties prescribed by these by-laws and by the parliamentary authority adopted by the IWCP.
- President: the President shall preside at all meetings of the IWCP and the Board and maintain contacts with other organizations. The President shall be authorized as a signatory for the IWCP bank account, and handle all financial matters in the absence of the Treasurer.
- First Vice-President: the First Vice-President shall perform the duties of the President in the event that the President is absent or unable to do so. The First Vice-President shall serve as the Chair of the Membership Committee.
- Second Vice-President: the Second Vice-President shall perform the duties of the President in the event that neither the President nor the First Vice-President is present or able to do so. The Second Vice-President shall serve as the Chair of the Program Committee.
- Secretary: the Secretary shall keep a record of all IWCP proceedings, maintain a record book in which the by-laws, special rules of order, standing rules and minutes are entered, and conduct the general correspondence of the club.
- Treasurer: the Treasurer shall collect and hold all monies on behalf of the IWCP and deposit them in the IWCP bank account. She shall disperse these funds as directed by the President and/or the Board of Directors. She shall keep a correct amount of all money received and paid out by her, and report to the Board at each meeting. She shall prepare a written annual report for submission at the AGM. The fiscal year shall run from January 1st through December 31st.
- All Officers must maintain accurate records of their respective offices, and transfer these records to their successors at the completion of their terms of office. All records remain the property of the IWCP.
Article V – BOARD OF DIRECTORS
- The Board of directors shall consist of the Officers of the club together with a Newsletter Editor,, the Immediate Past President and three Directors. These Board members shall perform their duties as prescribed by these by-laws and by the parliamentary procedures adopted by the IWCP. Provided that they are still members of the IWCP, the founding members and Past Presidents are invited to attend all Board meetings.
- The Newsletter Editor shall write and distribute the club newsletter. The newsletter must be published at least four times during the club year, in a format agreed to by the Board.
- The Activities Coordinator shall liaise with the Activities Committees and the Board and shall present feedback from these committees at each regular Board meeting.
- The number of Board positions held by American-born members at any time shall be limited to four out of the eleven positions.
- At the regular Board meeting held in February, the Board shall elect a Nominating Committee of three members. This committee shall include at least one Board member, preferably the immediate Past President, and two other members selected from the Board and/or the committees and Interest groups. The President may not serve on the Nominating Committee. It shall be the duty of the Nominating Committee to nominate candidates for the offices to be filled at the AGM in June. The Nominating Committee shall report at the regular Board meeting in May. Before the election at the AGM in June, additional nominations from the floor shall be permitted.
- The officers shall be elected by show of hands to serve a term of three years. Their terms of office shall begin at the close of the AGM at which they are elected.
- The terms of office of the Board members will be staggered as to preserve the continuity of the Board. Over a three-year period, the terms of office will expire as follows:
Year 1 – President, Immediate Past President, and one Director.
Year 2 – First Vice-President, Newsletter Editor, Treasurer, one Director.
Year 3 – Second Vice-President, Secretary, and one Director.
- No member shall hold more than one office at a time. Members may serve consecutive terms with the consent of a simple majority of the Board.
Article VI – MEETINGS
- The club year shall run from September 1st to August 31st.
- The regular Board meetings shall be held in the first week of November, February, May and August.
- The regular meeting in May shall be known as the AGM and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
- All Board members are expected to attend at least three regular meetings during the club year. In the event that they are unable to attend a particular meeting, each Board member must designate other Board members as their representative. This representative may vote by proxy for the absent member.
- The regular Board meeting shall be open to the general membership to encourage participation and recruitment for club activities.
- The quorum for the regular Board meetings shall be five persons. Non-Board members cannot be counted towards the quorum, nor are they entitled to vote.
Article VII – COMMITTEES
- The standing Committees shall be those that attend to the continuing business of the IWCP. Existing committees may be terminated or new committees added as recommended by the Board.
- Auditing Committee: the President and the Secretary shall form the Auditing Committee. They will meet with the Treasurer at least one month prior to the AGM to perform an audit of the IWCP accounts. They will prepare an auditing report that must be submitted together with the Treasurer’s annual report at the AGM in May.
- Program Committee: the Program Committee with input from the board will prepare a program of monthly events for the duration of the club year. The provisional program for the coming year should be presented to the general membership at the preceding AGM.
- Membership Committee: The Membership Committee shall maintain an accurate list of the membership, including a record of dues paid, and shall compile an annual membership directory.
Article VIII – PARLIAMENTARY AUTHORITY
The rules contained in the latest edition of Robert’s Rules of Order Newly Revised shall govern the IWCP, in so far as they do not conflict with these by-laws or any special rules of order the IWCP may adopt. The President shall be responsible for upholding and adjudicating any issues with respect to parliamentary procedure.
Article IX – AMENDMENT OF BY-LAWS
These by-laws may be amended at any regular Board meeting by a two-thirds majority vote, provided that the amendment has been submitted in writing at the previous regular Board meeting.
Article X – LIABILITY
Neither the IWCP nor the Board of Directors accepts liability for any loss, damage, accident or injury sustained or caused by any individual or club member while participating in IWCP activities.