San Francisco Chapter of Women’s National Book Association, Inc.
BYLAWS
September 20, 2014
PREAMBLE
The following bylaws shall be governed and executed through an active and demonstrative practice of diversity, equity, and inclusion in all aspects of the Women’s National Book Association, San Francisco Chapter’s mission. The WNBA-SF Chapter will engage in a continuous commitment and intentional practice of assuring the presence and meaningful participation and celebration of Black, indigenous and people of color, members of the LGBTQ+ community, historically marginalized identities, and people with disabilities, in its programming, membership and leadership.
ARTICLE I. AFFILIATION
Section 1. The San Francisco Chapter (the “Chapter”) is an approved chapter of the Women’s National Book Association, Inc. (the “Corporation”). The name, objectives, and classes of membership of the Chapter shall be the same as those established in Articles I, II and III of the Bylaws of the Corporation in its newest revision. All Chapter activities shall comply with the requirements of the Corporation’s Certificate of Incorporation, the Bylaws of the Corporation and Section 501(c)(3) of the U.S. Tax Code.
Section 2. If the Chapter dissolves, disbands, or otherwise disassociates itself from the Corporation, the Chapter must forward to the Treasurer of the Corporation all financial records and all assets accrued in the name of the Women’s National Book Association, Inc. The Chapter, not the Corporation, is liable for debts or other responsibilities of the Chapter or penalties incurred by the Chapter by not filing required forms or otherwise failing to comply with regulations that apply to a corporation with a 501 (c) (3) status.
Section 3. The Chapter will be placed on probation if it does not send a designated representative to the Corporation’s Annual Meeting for two consecutive years. If no designated representative attends the third consecutive meeting, the Chapter will be declared defunct by the Corporation and will forfeit all rights to the use of the name of the Women’s National Book Association, Inc., its tax-exempt status, and any other benefits relating to the Corporation.
ARTICLE II. CONTRIBUTIONS
Section 1. The Chapter’s Board of Directors at its January Board Meeting shall determine the annual contribution for all active memberships.
Section 2. Any member except honorary who has not made the annual contribution (dues) by December 1 following the end of the membership year, May 31st, shall be dropped from membership.
Section 3. Chapter per capita contributions shall be sent to the Treasurer of the Corporation on or before January 7 for active memberships received from April 1 to December 31, and on or before April 7 for active memberships received from January 1 to March 31.
Section 4. A Chapter that wishes honorary members to receive Bookwoman is responsible for the per capita payment for these members. At the discretion of the National Board, a late fee may be assessed if a Chapter’s per capita contribution is not paid on time.
ARTICLE III. OFFICERS
Section 1 The officers of the Chapter shall be: President, Vice-Presidents (2), Secretary, Treasurer, and Immediate Past President. These six officers constitute the Executive Committee, which has the authority to conduct any necessary business of the Chapter between Annual Business Meetings of the Chapter.
Section 2. The officers shall be active members of the Chapter and participate in Chapter activities.
Section 3. Officers and Board appointees shall take office on June 1 following the election or appointment to office. The officers shall serve a term of two years. They may serve two consecutive terms, except for the Treasurer, who may continue to succeed her/him self.
Section 4. In the event there is a vacancy on the Executive Committee, the President, with the consent of the Committee, may appoint any member eligible for the vacant office to fill the office for the unexpired term. If there is a vacancy in the office of President, the members of the Executive Committee shall nominate and vote upon a replacement. This may or may not be one of the Vice Presidents.
Section 5. President. The President shall supervise the affairs of the Chapter, preside at all Annual Business and Board of Director meetings of the Chapter, and represent the Chapter as a member of the Board of Directors of the Corporation. The President shall serve as ex-officio member of all Chapter committees except the Nominating Committee.
Section 6. Vice-Presidents. Vice-Presidents (2) shall coordinate and oversee the annual program, preside in the absence of the President, and carry on all other duties as assigned by the President and/or the Board of Directors.
Section 7. Secretary. The Secretary shall keep the minutes of all Board meetings, serve as liaison to the archives of the Chapter at Butler Library, Columbia University, and perform any other duties as assigned by the President and/or the Board.
Section 8. Treasurer. The Treasurer shall receive all contributions from Chapter members and any other income and shall immediately deposit money received in a financial institution approved by the Executive Committee. The Treasurer shall make all reports required by the Corporation and shall keep true account books of all receipts and expenditures. Such books shall at all times be accessible to the members of the Chapter and Corporation. The Treasurer shall sign all checks and drafts drawn on the bank accounts of the Chapter. In addition, one other member of the Executive Committee shall be authorized to sign checks on the accounts. At the Board of Directors meetings, the Treasurer shall present a detailed statement of all assets received and disbursed since the date of the previous meeting. At the Annual Business Meeting of the Chapter, the Treasurer shall present a detailed statement of all assets received and disbursed since the date of the previous annual report. An Assistant Treasurer may be designated by the Board of Directors to assist the Treasurer when necessary.
ARTICLE IV. MEETINGS
Section 1. The General Meetings of the Chapter will alternate with public events on a general bimonthly schedule throughout the program year, at a time and place set by the Board of Directors. The Board may change the meeting date and/or place of venue for the convenience of the members or change in program.
Section 2. The Annual Business Meeting of the Chapter shall take place at the May General Meeting.
Section 3. The Board of Directors Meetings of the Chapter shall take place three times annually at a time and place designated by the President.
Section 4. The President is expected to attend the Annual Meeting of the Corporation or to identify a representative. The Chapter shall reimburse the President or her representative for transportation expenses to the Annual Meeting, if the President’s or representative’s employer does not cover such expenses.
ARTICLE V. BOARD OF DIRECTORS
Section 1. The Board of Directors shall supervise and control the affairs of the Chapter.
Section 2. The Board of Directors shall consist of the five elected officers (President, Vice-Presidents (2), Secretary, Treasurer); the immediate Past President will serve in an advisory capacity to the President, and will attend Board Meetings upon invitation by the President. The Membership Chair and Committee Chairs serve as Directors of the Chapter.
Section 3. All Directors shall be active members of the San Francisco Chapter.
ARTICLE VI. NOMINATIONS & ELECTIONS
Section 1. Each year as required, the Board will appoint a Nomination Chair at its March Chapter meeting. The Nomination Chair will solicit nominations through those means available to reach all active Chapter members, such as email.
Section 2. The Nomination Chair shall put together a slate of nominees and disseminate it to all active Chapter Members via email and a blog page at least 30 days prior to the Annual Business Meeting.
Section 3. A member may make nominations, other than those by the Nominating Committee, via email to the Nomination Chair with the written consent of the nominee.
Section 4. The election of officers shall take place electronically for all active Chapter members via email with all votes counted one week before the date of the Annual Business Meeting of the Chapter in May, with election results reported at that meeting.
ARTICLE VII. COMMITTEES
Section 1. The Board shall establish standing committees of the Chapter. Special committees shall be established by the Board or by the President with the approval of a majority of the Executive Committee. These committees shall be responsible to the Board, which will delegate such powers and functions to them as the Board finds desirable for the conduct of its business.
Section 2. Each standing committee chair shall serve as a Director of the Chapter, attend the Board meetings and submit a report of the committee’s activities, including any recommendations for future action.
ARTICLE VIII. YEARS
Section 1. The fiscal year of the Chapter shall be June 1 through May 31. The membership year of the Chapter shall reflect the fiscal year.
ARTICLE IX. AMENDMENTS\
Section 1. These Bylaws can be amended at the Annual Business Meeting of the Chapter, if not contrary to the general bylaws of the Corporation, by a two-thirds vote of the members present and voting, provided that the amendment(s) have been submitted in writing at least one month before a vote is taken.
Section 2. The Executive Committee may, in an emergency, call a meeting to amend the Bylaws, provided that the requirements of Section 1 have been met.
ARTICLE XI. PARLIAMENTARY AUTHORITY
Section 1. The rules contained in Robert’s Rules of Order (latest edition) shall govern this organization in all parliamentary procedures in which they are applicable, and in which they are not inconsistent with these Bylaws, the Certificate of Incorporation of the Corporation, the Bylaws of the Corporation, and Section 501 (c) (3) of the U.S. Tax Code.
Submitted, September 20, 2014
San Francisco, California
Officers:
Catharine Farrell, President
Julaina Kleist-Corwin, Secretary
Sherry Nadworny, Treasurer
Linda Lee, Past President
San Francisco Chapter is listed as an active non-profit corporation in good standing in the state of California.
The Preamble was added May 2021.
Note: The SF Chapter Bylaws were revised and adopted so that they were in compliance with the WNBA National Bylaws, 2013-2014, and approved by Gloria Toler who edited them as WNBA National Treasurer.