NCWCA By-Laws
ARTICLE I: NAME
The name of the organization is Northern California Women’s Caucus for Art (hereafter referred to as “NCWCA”).
ARTICLE II: PURPOSE & MISSION
A. PURPOSE
The purpose of the organization is to advance the concerns of women artists, art historians and other arts professionals, without discrimination on the basis of religion, national origin or ethnic background, age, class, gender or sexual orientation.
NCWCA is organized, and shall be operated, exclusively for charitable
and educational purposes. No part of the income of NCWCA shall be distributable to the members, directors or officers of NCWCA, except in order to pay for pre-approved services actually rendered or to reimburse for out-of-pocket expenses incurred on behalf of NCWCA.
B. NCWCA MISSION:
The mission of the Women's Caucus for Art is to create community through art,
education, and social activism.
We are committed to:
ARTICLE III: MEMBERSHIP
A. ELIGIBILITY
Membership is open to all persons and institutions or organizations who support and endorse the purpose of NCWCA as stated in Article II. Membership shall not be transferable by any member, by operation of law or in any other manner.
B. MEMBERSHIP CLASSES
The Board of Directors may, in its sole discretion, designate one or more classes of membership. Membership consists of both NCWCA and WCA membership, unless a person belongs to the class of membership defined under B.6 below. Until otherwise designated by the Board of Directors, the classes of membership shall be as follows:
1. Regular membership is available to individuals.
2. Hardship membership is available to those who cannot afford to pay the regular rate, as determined by the Treasurer and Membership Chair of NCWCA.
3. Student membership is available to those who are full-time college-level students and furnish a current student ID.
4. Institutional membership is available to institutions, organizations, corporations and libraries.
5. Chapter lifetime membership is available to individuals.
6. Dual membership is available to regular members of another chapter and are secondarily NCWCA members.
C. DUES
1. Each member shall pay such dues as shall from time to time be approved by the NCWCA Board of Directors. Unless otherwise noted, dues consist of NCWCA and WCA membership fees.
2. Until otherwise established by the Board of Directors, membership dues shall be for the calendar year beginning January 1 and ending December 31.
3. NCWCA and WCA dues shall be paid in one unified payment unless otherwise noted. Unified dues may be received by either NCWCA or by WCA.
4. Members who are lifetime members of WCA or whose NCWCA membership is secondary to another chapter membership shall pay Chapter dues only.
5. Members who are NCWCA lifetime members shall pay either no dues or if not a lifetime WCA member, pay WCA dues only.
6. A member shall be considered to be in good standing when dues for WCA and NCWCA have been received by WCA and NCWCA.
D. PRIVILEGES OF MEMBERSHIP
1. Members are eligible to vote on any matter submitted to a vote of the members, and to hold office. An institution member vote is equal to one regular member vote.
2. Members will receive notices and publications directed to members, when and as published, sent or given.
3. Members may attend any general meetings of members and any educational or other conferences sponsored by NCWCA and WCA.
4. Members shall not be liable for any debts or obligations of NCWCA and shall not be subject to any assessment therefore, and shall have no obligation relating to membership other than the dues established pursuant to the terms of these bylaws.
ARTICLE IV: OFFICERS AND BOARD OF DIRECTORS
A. OFFICERS AND THEIR DUTIES
The Officer positions shall consist of President, Vice President, Treasurer, Secretary, and National Liaison.
1. The President shall preside at all Board meetings, shall see that all resolutions of the Board are carried out, and shall represent the organization when called upon to do so.
2. The Vice President shall assist in the duties of the President and shall be
available to undertake other responsibilities delegated by the President.
3. The Treasurer shall handle all financial accounts of the NCWCA, including prompt and accurate accounting of all income and disbursements, preparation of the annual financial report, and ensuring that all applicable Federal and State taxes and tax reporting, 990N form are filled out on time.
4. The Secretary shall ensure that minutes of all meetings are maintained and placed in the minute books, non-profit incorporation reports, forms, documents, and fees are filed on time.
5. The National Liaison shall maintain communications among NCWCA, Regional WCA and WCA.
B. BOARD OF DIRECTORS AND THEIR DUTIES
The Board of Directors shall be the governing body of the NCWCA and shall consist of a total of no more than thirteen board positions, as set forth below, each to serve for a term of two years, not to exceed three consecutive terms. More than one individual may occupy a Board position as co-chairs. In such cases, the co-chair position has one vote.
1. The President shall perform duties as stated in A.1.
2. The Vice President shall perform duties as stated in A.2.
3. The Treasurer shall perform duties as stated in A.3.
4. The Recording Secretary shall perform duties as stated in A.4.
5. The National Liaison shall perform duties as stated in A.5.
The remaining 8 directors will be elected by the Board of Directors to committee chairs as needed.
C. FUNCTION OF THE BOARD OF DIRECTORS
The business of NCWCA shall be managed by the Board of Directors. The Board shall have all powers necessary or appropriate to administer its affairs.
D. MEETINGS
1. A regular meeting of the Board of Directors shall be held at least once a year. The time and place shall be determined by the President.
2. A simple majority of the Board of Directors present shall constitute a quorum for the transaction of any business, but in no event shall a quorum consist of less than one-third of the Board of Directors.
3. Any action required to be taken by the Board of Directors may be taken without a meeting if a majority of the Board of Directors consent in writing, and such consents are filed with the Minutes.
4. Any one or more members of the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
5. All matters submitted to a vote of members shall be decided by a majority of the votes cast by the members present in person, or as defined in D.4 above or represented by proxy at any meeting at which a quorum is present.
6. Minutes of Board of Directors meetings shall be made available to any NCWCA member.
E. REMOVAL OF OFFICERS AND DIRECTORS WITH OR WITHOUT CAUSE
1. The President and/or the Vice President may be removed by the vote of two- thirds of the members of the Board of Directors, with or without cause.
2. Any Officer or Director may be removed by the vote of a two-thirds of the members of the Board of Directors, with or without cause.
F. ELECTION AND VOTING
1. The Nomination period for Officers and Directors is May through May 31 for June elections. Members may submit nominations to the President.
2. Voting will occur during the June Board Meeting.
3. Officers and Directors hold office from July 1 through June 30.
G. CONFLICT OF INTEREST
All board members, officers, and senior staff at NCWCA are required to report any potential Conflict of Interest to the board of directors. A conflict of interest may arise when a decision-maker for NCWCA has a financial, family, or other interest that may conflict with the decision-maker’s duty to work in the best interests of NCWCA. In addition, any decision maker who has a potential interest, or has family member or other close connections with interest in a transaction that is valued at $500 or more must notify the board before such transaction takes place. The Board will determine whether a conflict exists, and whether the conflicted director, officer, or other individual may vote or otherwise make decisions on matters related to the conflict. All directors and officers must at least annually disclose in writing to the Board any potential conflicts of interest that may arise.
ARTICLE V: GENERAL PROVISIONS
A. CHECKS, DRAFTS AND CONTRACTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize the President to enter into any contract or execute and deliver any instrument in the name of and on behalf of NCWCA, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
The Treasurer shall have charge of all funds of the organization and shall be responsible for proper disbursement of restricted funds and shall maintain proper records. In the event of the Treasurer’s incapacity, the President shall be responsible for this function.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, orders for the payment of money, and other evidence of indebtedness of NCWCA, less than $1,000, shall be signed by the Treasurer of the corporation. Checks, orders for the payment of money, and other evidence of indebtedness of $1,000 or more must be approved, in writing, by the President or Vice President.
B. FISCAL YEAR
The fiscal year of NCWCA shall begin July 1 and end June 30.
C. GIFTS, GRANTS AND CONTRIBUTIONS
The Board of Directors may accept on behalf of NCWCA any gift, contribution, bequest, or grant for the general purpose or for any special purpose of the organization and such acceptance shall be acknowledged in writing.
D. BOOKS AND RECORDS
NCWCA shall keep:
§ Correct and complete books and records of its accounts.
§ Minutes of the proceedings of its Board of Directors.
§ The names and addresses of its members.
NCWCA shall at intervals publish the names and addresses of the Board of Directors and staff for the use of the membership from time to time and such intervals shall not exceed twelve (12) months.
ARTICLE VI: AMENDMENTS TO BYLAWS
These bylaws may be amended or any part thereof repealed by a majority vote of the membership of the NCWCA present at an Annual or Special Meeting. The proposed amendment(s) shall have been submitted to the membership by electronic or written means, with the meeting notice 30 days prior to the meeting.
The foregoing amended and restated bylaws were duly approved and adopted effective June 14, 2011.
The name of the organization is Northern California Women’s Caucus for Art (hereafter referred to as “NCWCA”).
ARTICLE II: PURPOSE & MISSION
A. PURPOSE
The purpose of the organization is to advance the concerns of women artists, art historians and other arts professionals, without discrimination on the basis of religion, national origin or ethnic background, age, class, gender or sexual orientation.
NCWCA is organized, and shall be operated, exclusively for charitable
and educational purposes. No part of the income of NCWCA shall be distributable to the members, directors or officers of NCWCA, except in order to pay for pre-approved services actually rendered or to reimburse for out-of-pocket expenses incurred on behalf of NCWCA.
B. NCWCA MISSION:
The mission of the Women's Caucus for Art is to create community through art,
education, and social activism.
We are committed to:
- Recognizing the contributions of women in the arts
- Providing women with leadership opportunities and professional development
- Expanding networking and exhibition opportunities for women
- Supporting local, national, and global art activism
- Advocating for equity in the arts for all
ARTICLE III: MEMBERSHIP
A. ELIGIBILITY
Membership is open to all persons and institutions or organizations who support and endorse the purpose of NCWCA as stated in Article II. Membership shall not be transferable by any member, by operation of law or in any other manner.
B. MEMBERSHIP CLASSES
The Board of Directors may, in its sole discretion, designate one or more classes of membership. Membership consists of both NCWCA and WCA membership, unless a person belongs to the class of membership defined under B.6 below. Until otherwise designated by the Board of Directors, the classes of membership shall be as follows:
1. Regular membership is available to individuals.
2. Hardship membership is available to those who cannot afford to pay the regular rate, as determined by the Treasurer and Membership Chair of NCWCA.
3. Student membership is available to those who are full-time college-level students and furnish a current student ID.
4. Institutional membership is available to institutions, organizations, corporations and libraries.
5. Chapter lifetime membership is available to individuals.
6. Dual membership is available to regular members of another chapter and are secondarily NCWCA members.
C. DUES
1. Each member shall pay such dues as shall from time to time be approved by the NCWCA Board of Directors. Unless otherwise noted, dues consist of NCWCA and WCA membership fees.
2. Until otherwise established by the Board of Directors, membership dues shall be for the calendar year beginning January 1 and ending December 31.
3. NCWCA and WCA dues shall be paid in one unified payment unless otherwise noted. Unified dues may be received by either NCWCA or by WCA.
4. Members who are lifetime members of WCA or whose NCWCA membership is secondary to another chapter membership shall pay Chapter dues only.
5. Members who are NCWCA lifetime members shall pay either no dues or if not a lifetime WCA member, pay WCA dues only.
6. A member shall be considered to be in good standing when dues for WCA and NCWCA have been received by WCA and NCWCA.
D. PRIVILEGES OF MEMBERSHIP
1. Members are eligible to vote on any matter submitted to a vote of the members, and to hold office. An institution member vote is equal to one regular member vote.
2. Members will receive notices and publications directed to members, when and as published, sent or given.
3. Members may attend any general meetings of members and any educational or other conferences sponsored by NCWCA and WCA.
4. Members shall not be liable for any debts or obligations of NCWCA and shall not be subject to any assessment therefore, and shall have no obligation relating to membership other than the dues established pursuant to the terms of these bylaws.
ARTICLE IV: OFFICERS AND BOARD OF DIRECTORS
A. OFFICERS AND THEIR DUTIES
The Officer positions shall consist of President, Vice President, Treasurer, Secretary, and National Liaison.
1. The President shall preside at all Board meetings, shall see that all resolutions of the Board are carried out, and shall represent the organization when called upon to do so.
2. The Vice President shall assist in the duties of the President and shall be
available to undertake other responsibilities delegated by the President.
3. The Treasurer shall handle all financial accounts of the NCWCA, including prompt and accurate accounting of all income and disbursements, preparation of the annual financial report, and ensuring that all applicable Federal and State taxes and tax reporting, 990N form are filled out on time.
4. The Secretary shall ensure that minutes of all meetings are maintained and placed in the minute books, non-profit incorporation reports, forms, documents, and fees are filed on time.
5. The National Liaison shall maintain communications among NCWCA, Regional WCA and WCA.
B. BOARD OF DIRECTORS AND THEIR DUTIES
The Board of Directors shall be the governing body of the NCWCA and shall consist of a total of no more than thirteen board positions, as set forth below, each to serve for a term of two years, not to exceed three consecutive terms. More than one individual may occupy a Board position as co-chairs. In such cases, the co-chair position has one vote.
1. The President shall perform duties as stated in A.1.
2. The Vice President shall perform duties as stated in A.2.
3. The Treasurer shall perform duties as stated in A.3.
4. The Recording Secretary shall perform duties as stated in A.4.
5. The National Liaison shall perform duties as stated in A.5.
The remaining 8 directors will be elected by the Board of Directors to committee chairs as needed.
C. FUNCTION OF THE BOARD OF DIRECTORS
The business of NCWCA shall be managed by the Board of Directors. The Board shall have all powers necessary or appropriate to administer its affairs.
D. MEETINGS
1. A regular meeting of the Board of Directors shall be held at least once a year. The time and place shall be determined by the President.
2. A simple majority of the Board of Directors present shall constitute a quorum for the transaction of any business, but in no event shall a quorum consist of less than one-third of the Board of Directors.
3. Any action required to be taken by the Board of Directors may be taken without a meeting if a majority of the Board of Directors consent in writing, and such consents are filed with the Minutes.
4. Any one or more members of the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
5. All matters submitted to a vote of members shall be decided by a majority of the votes cast by the members present in person, or as defined in D.4 above or represented by proxy at any meeting at which a quorum is present.
6. Minutes of Board of Directors meetings shall be made available to any NCWCA member.
E. REMOVAL OF OFFICERS AND DIRECTORS WITH OR WITHOUT CAUSE
1. The President and/or the Vice President may be removed by the vote of two- thirds of the members of the Board of Directors, with or without cause.
2. Any Officer or Director may be removed by the vote of a two-thirds of the members of the Board of Directors, with or without cause.
F. ELECTION AND VOTING
1. The Nomination period for Officers and Directors is May through May 31 for June elections. Members may submit nominations to the President.
2. Voting will occur during the June Board Meeting.
3. Officers and Directors hold office from July 1 through June 30.
G. CONFLICT OF INTEREST
All board members, officers, and senior staff at NCWCA are required to report any potential Conflict of Interest to the board of directors. A conflict of interest may arise when a decision-maker for NCWCA has a financial, family, or other interest that may conflict with the decision-maker’s duty to work in the best interests of NCWCA. In addition, any decision maker who has a potential interest, or has family member or other close connections with interest in a transaction that is valued at $500 or more must notify the board before such transaction takes place. The Board will determine whether a conflict exists, and whether the conflicted director, officer, or other individual may vote or otherwise make decisions on matters related to the conflict. All directors and officers must at least annually disclose in writing to the Board any potential conflicts of interest that may arise.
ARTICLE V: GENERAL PROVISIONS
A. CHECKS, DRAFTS AND CONTRACTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize the President to enter into any contract or execute and deliver any instrument in the name of and on behalf of NCWCA, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
The Treasurer shall have charge of all funds of the organization and shall be responsible for proper disbursement of restricted funds and shall maintain proper records. In the event of the Treasurer’s incapacity, the President shall be responsible for this function.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, orders for the payment of money, and other evidence of indebtedness of NCWCA, less than $1,000, shall be signed by the Treasurer of the corporation. Checks, orders for the payment of money, and other evidence of indebtedness of $1,000 or more must be approved, in writing, by the President or Vice President.
B. FISCAL YEAR
The fiscal year of NCWCA shall begin July 1 and end June 30.
C. GIFTS, GRANTS AND CONTRIBUTIONS
The Board of Directors may accept on behalf of NCWCA any gift, contribution, bequest, or grant for the general purpose or for any special purpose of the organization and such acceptance shall be acknowledged in writing.
D. BOOKS AND RECORDS
NCWCA shall keep:
§ Correct and complete books and records of its accounts.
§ Minutes of the proceedings of its Board of Directors.
§ The names and addresses of its members.
NCWCA shall at intervals publish the names and addresses of the Board of Directors and staff for the use of the membership from time to time and such intervals shall not exceed twelve (12) months.
ARTICLE VI: AMENDMENTS TO BYLAWS
These bylaws may be amended or any part thereof repealed by a majority vote of the membership of the NCWCA present at an Annual or Special Meeting. The proposed amendment(s) shall have been submitted to the membership by electronic or written means, with the meeting notice 30 days prior to the meeting.
The foregoing amended and restated bylaws were duly approved and adopted effective June 14, 2011.
