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BOZEMAN BUSINESS AND PROFESSIONAL WOMEN’S ORGANIZATION, INC.
 BYLAWS

ARTICLE I NAME

Section l    The name of this organization shall be the Bozeman Business and Professional Women’s Organization, Inc.

Section 2   It is licensed with the Business and Professional Women’s Foundation (BPWF).  

ARTICLE II MISSION

The mission of this organization shall be to support business and professional women in our community through advocacy, education and information.

Business and Professional Women’s Foundation (BPW Foundation) empowers working women to achieve their full potential and partners with employers to build successful workplaces through education, research, knowledge and policy.

ARTICLE III EMBLEM

The emblem is in the form of a circle in which the symbols of the Nike, Scroll, Torch, Wand, and Ship of Commerce are imposed above the initials NFBPWC.

ARTICLE IV POLICIES

Section l    This organization shall be nonsectarian, nonpartisan, and nonprofit.

Section 2  The mission of BPWF as applicable shall also be the mission, of this organization.

ARTICLE V MEMBERSHIP

Section l    Membership shall be held by individuals who support the mission of this organization and BPWF. Membership categories shall be:              

   (a)  Member - Membership shall be open to all individuals;

(b) Student - Individuals enrolled in college or a university, or any other accredited educational institution above the high school level;

Section 2   The only criteria for membership shall be per Article V, Section l and the payment of appropriate dues.

ARTICLE VI   ORGANIZATION REQUIREMENTS

Section l    This organization, to remain in existence:

      (a)    Shall maintain a membership of at least five (5) members and/or student members;

             (b)    Shall not be an integral part of any other national organization; and

      (c)    Shall insure that the organization bylaws are current and not in conflict with the BPWF license agreement.

Section 2   Should membership fall below five (5) members and/or student members, this organization shall disband in accordance with Article XVIII Dissolution.

ARTICLE VII DUES

Section 1   Member Dues are payable upon application for membership and renewable annually on the first day of January. New member dues shall be pro-rated from the date of joining through December 31 of the same year. Dues amounts are set by the Board of Directors in accordance with the annual budget.

Section 2   Student Member
Annual dues for each student member are a percentage of the Member Dues as determined by the Board of Directors. Student dues are payable upon application for membership and renewable on the first day of January. New student dues shall be pro-rated from the date of joining through December 31 of the same year.

Section 3   A continuing member is one whose dues are paid by January 31 each year.

Section 4   A member is in good standing only when organization dues are paid.

Section 5   A member who does not pay dues within sixty (60) days of January 1 shall be removed from the organization roster.

Section 6   A person who has been removed from the organization roster for nonpayment of current dues may be reinstated upon payment of dues.

ARTICLE VIII FISCAL RESPONSIBILITY

Section l    The fiscal year shall commence on the first day of January and shall end of the 31st day of December.

Section 2   An auditing committee of three (3) members shall be appointed by the executive committee.  The committee shall perform a special review procedure engagement of the treasurer’s records within sixty (60) days after the close of the Treasurer’s term of office and shall report to the executive committee at the next meeting.

ARTICLE IX OFFICERS

Section l    The officers shall be: president, program vice president, membership vice president, recording secretary, and treasurer.

Section 2   A term of office shall be one year.

Section 3   Officers shall assume their duties immediately following their installation and shall serve until their successors are duly elected.

ARTICLE X NOMINATIONS AND ELECTIONS

Section l    Officers shall be elected annually at an organization meeting set by the board of directors.

Section 2   To be eligible to serve as an officer, a member must be in good standing.

Section 3   The executive committee will call for nominations of officers from the membership 60 days in advance of the elections meeting.

Section 4   Officers may be censured or removed from office for improper conduct or dereliction of duties in office.  This action requires written notification specifying the reasons, to all members ten days (10) before a vote is scheduled, and will require a 2/3 vote of all members present.

Section 5   Vacancies in office shall be handled as follows:

        (a)  In the event of death, resignation, removal or incapacity of the president, the program vice president shall become the president for the unexpired term of the term;

        (b) Vacancies in offices other than president shall be filled for the unexpired term by the executive committee.

Section 6   No member shall hold the same office for more than two consecutive terms.

Section 7   Six months or more shall be considered a term of office in determining eligibility for re-election.

ARTICLE XI DUTIES OF OFFICERS

Section 1   The president shall be the principal officer of the organization and shall:

          (a) Preside at all meetings of the organization, the board of directors, and the executive committee;

(b) Appoint the committee chairs with the approval of the executive committee;

(c) Have the authority with the approval of the executive committee to remove any appointee who fails to perform the duties of the assigned position.

                  (d)  Serve as ex-officio member of all committees;

(e)  Bring to the attention of the organization all pertinent information from BPWF and other organizations we have an interest in;

(f)  Authorize all expenditures according to financial policies of the organization.

(g) Communicate with the members on a regular basis about the current status of the organization;

(h) Deliver to the successor all books, records and documents after expiration of term of office.

Section 2   The program vice president shall:

(a) Perform the duties of the president in the absence of the president and act in an advisory capacity at all times;

          (b) Become president for the unexpired term in case of the death or resignation, removal, or incapacity of the president;

                  (c) Be chair of the program committee;

(d) Deliver to the successor all books, records and documents after expiration of term of office.

Section 3   The membership vice president shall:

          (a) Perform the duties of the president and program vice president in their absence and shall act in an advisory capacity at all times;

          (b) Become president for the unexpired term in case of the death or resignation, removal, or incapacity of both the president and program vice president;

                  (c)  Be chair of the membership committee;

                  (d) Serve in such other capacities as assigned by the   president;

(e) Deliver to the successor all books, records and documents after expiration of term of office.

Section 4   The recording secretary shall:   

(a) Take and record accurate minutes of the proceedings of all meetings of the organization, the board of directors and the executive committee and see that they are posted on the Bozeman BPW website;

(b) Have preserved on the organization website all records and letters of value to the organization and its officers, including official corporation documents, such as the Articles of Incorporation and the Bylaws.

Section 5   The treasurer shall:

       (a)  Have charge of all monies of the organization and shall report thereon periodically to the board of directors;

                  (b)   Collect all dues from members;

       (c)  See that a Treasurers bond is acquired, covering an amount at least equal to budgeted annual revenues;

       (d)   Pay non-budgeted bills upon the written or email authorization of the president and finance chair; and obtain 2 signatures on all withdrawals;

       (e)  Keep an itemized record, in a permanent file, of all receipts and expenditures and give a written report of the same at frequent intervals;

       (f)  Form an ad-hoc committee to assist the Treasurer in budget development and reconciliations;

       (g)   Deliver to the successor all books, records and documents after expiration of term of office.

ARTICLE XII MEETINGS

Section 1   The time and dates of the meetings of the organization will be determined by the board of directors.

Section 2   Participation in any meeting may be held by means of conference telephone or by any other means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

Section 3   Any action required to be taken by the organization may be taken by electronic voting without a meeting so long as each member is given the opportunity, instructions, and adequate notice. Actions taken shall be noted in the minutes of the organization.

Section 4   Special meetings may be called by the president or any five members, provided all members are notified of time, place, and purpose of such meeting.

Section 5   One-fourth of the members attending any meeting shall constitute a quorum.

Section 6   No member shall have more than one vote, and no voting by proxy shall be allowed.

ARTICLE XIII BOARD OF DIRECTORS

Section l    The elected officers and committee chairs shall constitute a board of directors.

Section 2   The board of directors shall:

       (a)  Supervise the affairs of the local organization;

       (b) Implement programs for the organization’s growth and prosperity;

       (c) Make recommendations to the organization regarding proposed amendments to the bylaws;

           (d)  Transact any business between meetings of the organization and report thereon to the membership.

Section 3   The board of directors shall hold a minimum of four meetings during the year, the dates to be determined by the board at its first meeting.

Section 4   Special meetings of the board of directors may be called by the president or by one-third of the board members provided two are elected officers.

Section 5   A majority of the voting members shall constitute a quorum.

Section 6   No member shall have more than one vote and no voting by proxy shall be allowed.

ARTICLE XIV EXECUTIVE COMMITTEE

Section l    The elected officers of the organization shall constitute the executive committee.

Section 2   The executive committee shall have authority to act for the board of directors between meetings of the board, and shall report thereon at the next meeting of the board.

Section 3   The executive committee shall meet on call by the president, or by any two members of the committee, for the consideration of special matters between regular meetings of the local organization and the board of directors.

Section 4   Committee appointments made by the president shall be subject to the approval of the executive committee.

Section 5   A majority of the voting members shall constitute a quorum for a meeting of the executive committee.

Section 6   No member shall have more than one vote, and no voting by proxy shall be allowed.

ARTICLE XV   COMMITTEES

Section l    The committees of the local organization shall include program, legislation, membership, honors, communications, and others set up by the executive committee as needed.

Section 2   Committee chairs and members shall be appointed for a term of one year and may be reappointed.  No committee chair shall serve as chair more than three consecutive years on the same committee.

Section 3   The program committee shall be composed of a chair and at least two other members. The chair shall be the program vice president(s).  It shall be the duty of the program committee to plan and implement regular programs for the membership.

Section 4   The legislation committee shall be composed of a chair and at least two other members.  It shall be the duty of the legislation committee to carry out the legislative programs adopted by the organization. 

Section 5   The membership committee shall be composed of a chair and at least two other members.  The chair shall be the membership vice president(s).  It shall be the duty of the membership committee to promote, expand, orient the membership, and maintain membership records (in coordination with the Treasurer).

Section 6   The honors committee will be composed of a chair and at least two members.  It shall be the duty of the honors committee to develop and coordinate programs to honor members of the community such as: 
                  (a)    organize and coordinate a Woman of Achievement program;
                  (b)    organize and coordinate a Young Careerist program;
                  (c)    organize and coordinate an Employer of the Year program.

Section 7   The communications committee shall be composed of a chair and at least two other members.  It shall be the duty of the communications committee to communicate information about the organization to the membership and maintain the website content; Communications may be by electronic newsletter, e-mail, newspaper articles, social media on the Internet, or other ways.

Section 8   Additional committees may be developed to meet the current needs of the   organization in promoting special interests of the membership. 

Section 9   Special committees are appointed by the President when needed.

ARTICLE XVI PARLIAMENTARY PROCEDURE

The rules of parliamentary procedure comprised in the current edition of Robert’s Rules of Order Newly Revised shall govern proceedings of the organization, the board of directors, and the executive committee; subject to such special rules as have been or may be adopted.

ARTICLE XVII AMENDMENTS

Section 1   Amendments to these bylaws may be proposed by the board of directors, the executive committee, or members. 

Section 2   All proposed amendments shall be sent to every member at least ten (10) days before they are to be voted upon.

Section 3   All proposed amendments shall be presented to the executive committee and the board of directors prior to presentation to the organization.

Section 4   These bylaws may be amended by a two-thirds vote of the members present and voting at any meeting.

ARTICLE XVIII DISSOLUTION

Upon dissolution of this organization all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to a BPW state federation, a BPW local organization, the BPW Foundation (BPWF), Montana BPW Foundation or another nonprofit charity voted upon by the remaining members. None of the assets will be distributed to any member, officer, or trustee of this organization.

Bylaws were amended on March 12, 2008. 

Bylaws were amended on April 8, 2009.

Bylaws were amended on May 5, 2010.

Articles of Incorporation, May, 1985, Click Here

IRS Tax Exempt 501(c)(6), December, 1984, Click Here

 

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Bozeman BPW is a nonprofit, nonpartisan organization devoted to achieving equity for all women in the workplace through advocacy, education and information.

Bozeman BPW
P.O. Box 644
Bozeman, MT 59771