The Bylaws are hereby amended and restated as of 07/22/18
Article I: Purpose
The mission of the Ladies Who Geek is to create a safe and inviting space for women and non-binary to educate themselves in the popular culture arts. To provide opportunities for interaction between peers with similar interests and gain insight and expertise in subject matters related to popular culture arts.
To give charitable volunteering opportunities to these women. To collect and disburse any and all necessary funds for the maintenance of the corporation and the accomplishment of its purposes within the State of Texas and elsewhere. To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3). To promote, encourage, and foster similar charitable and educational activities.
The powers of the corporation to promote the purposes set out above are limited and restricted in the following manner: The corporation shall not pay dividends or other corporate income to its directors or officers or otherwise accrue distributable profits or permit the realization of private gain, except that the corporation shall be authorized and empowered to make payments and distributions in furtherance of its purposes as set forth in this.
Article II: Organization
Section 2.1 Name
The name of this corporation shall be the Ladies Who Geek. The “Ladies Who Geek” are trademarks of the corporation and shall be used synonymously with the name Ladies Who Geek.
Section 2.2 Location
The Ladies Who Geek shall be physically located in the city of Dallas, Dallas County, Texas.
Section 2.3 Operation
The corporation shall operate on a fiscal year commencing 1st day of January and terminating on 31st day of December.
Article III: Membership
Section 3.1 Class of Membership
The membership of this Corporation shall be divided into three classes; General, Honorary, and Life.
- General Membership: Women and non-binary of good moral character shall be eligible for General Membership in the manner herein provided. General Membership eligibility remains until the member vacates the area of Texas or cancels membership and as long as the member stays in good standing or seen as a member of good standing by the Board of Directors.
- Honorary Membership: Honorary Membership may be conferred by a majority of the board of directors.
- Only persons who have performed distinguished service in the world or for the Ladies Who Geek shall be eligible for such honors. Honorary members shall not be required to pay dues nor shall they have voting power.
- Life Membership: Every person who shall have served as president of this Corporation shall become a Life Member. They shall retain all rights and privileges of a General Member unless the member vacates the area of Texas, after which they shall retain all rights and privileges of an Honorary Member.
Section 3.2 Members in Good Standing
All General Members whose dues are paid are in good standing. All General Member who request to be put on Ladies Who Geek’s membership roster at the free and paid dues level are in good standing as determined by the Board of Directors.
Section 3.3 Dues
The Board of Directors shall establish the amount of dues to be paid by General Members. Members who have not paid within sixty (60) days as of their anniversary date shall be reported at the following Board of Directors meeting.
Section 3.4 Dues Refund
The Board of Directors shall have the power if they deem it proper, to refund to any member upon termination of membership, such part of his or her unexpired dues as have been actually paid but not to include state or national dues.
Section 3.5 Assignment
Assignment of membership shall not be allowed. However, when the dues of a member are paid by their employer, that employer may, at its discretion and subject to the approval of the Board of Directors, assign the membership to another of its employees who meet the qualifications set out in Section 3.1.
Article IV: Meetings
Section 4.1 Special General Membership Meetings
- Special general meetings of the entire membership may be held at the call of the President and, in such event, she shall fix the time and place thereof. The President must call a special general meeting upon written application signed by ten (10) percent of the entire membership; said application stating the purpose for which such meeting is to be called.
- Notice of times, place and purpose of any special meeting shall be given to all active members forty-eight (48) hours in advance of the date set thereof. Notice of a special general meeting shall be deemed given when the notice is distributed.
- Business transacted at special general meeting shall be confined to that for which the meeting was called. At any special general meeting, twenty percent (20%) of the active membership shall constitute a quorum for transacting business.
Section 4.2 General Board Meetings
General Board meetings shall be held at least once per month at a time and place as determined by the Board. A majority of the Board of Directors presently holding office shall constitute a quorum. A schedule of board meetings shall be published for the general membership so they may attend meetings if interested.
Section 4.3 Special Board Meetings
Special Board of Directors Meetings may be called by the President. Called Board of Directors Meetings must be called when written application requesting such a meeting is submitted to the President. Notice of a Called Board of Directors Meeting shall be given to each member of the Board. Business transacted must be confined to that for which the meeting is called. A majority of the Board of Directors presently holding office shall constitute a quorum.
Article V: Board of Directors
Section 5.1 Purpose
The purpose of the Board of Director is to act on behalf of, and is subordinate to, the general membership of the
Corporation and carry out the following:
- Govern the organization by establishing broad policies and objectives;
- Ensure the availability of adequate financial resources;
- Report the Corporation’s performance to the General Membership
- Maintain records for each permanent project, Director and operations of the club.
- Safekeeping of all keys and passwords to Ladies Who Geek property; including cash funds, financial records, and all other assets of the Corporation
Section 5.2 Identity
The activities and properties of the Corporation shall be supervised and controlled by the Board of Directors drawn from the General membership for the period of one year, or until their successors are duly elected and qualified. Additional positions on the Board of Directors may be identified by the current Board of Directors and included in the annual elections, provided a 60 day written notice is given to the general membership.
Section 5.3 Board of Directors</h3
The Board of Directors shall be composed of the following Officers of the Corporation. One person may
hold more than one role; with the exception that one person may not serve the Corporation as both the
President and Secretary.
- The President shall lead the Corporation in all matters, shall preside at all meetings of the Corporation, is Chairman of the Board of Directors, and shall be an ex officio member of all committees;
- The President can create, dissolve, or restructure committees and board officer positions with majority confirmation by the Board;
- The President will serve as spokesperson for the organization;
- The President shall be privy and have access to all financial accounts, documents, and records of organization;
- This President shall be responsible for keeping the Bylaws up to date, indicating in the Bylaws any amendments, repeals, additions or alterations, the date passed and whether by the Board of Directors or membership as a whole
- The President may upon filing an itemized expense account with the Treasurer, be reimbursed for expenses incurred in the performance of them or her duties as President of Ladies Who Geek.
- This amount shall not exceed One Hundred and No/100 dollars ($100.00) per month; and
- The President shall also appoint all elected Directors to programming areas with the advice of the Board of Directors.
- Chairman of the Board
- The immediate past President shall be given the title of Chairman of the Board and shall be a voting ex-officio member of the Board of Directors; and
- The immediate past President shall be defined for these purposes, as the most recent Past President who has completed their full term.
- In the event the immediate Past President is unavailable to serve as Chairman of the Board, the Board of Directors shall appoint a former Past President
- Executive Vice President (EVP)
- The Executive Vice President shall perform all the duties and functions of the President in his or her temporary absence and shall have such duties as may be prescribed by the President and/or the Board of Directors;
- Upon taking office, the EVP shall verify the accuracy of all documents on file with the State of Texas pertaining to the corporate charter of this Corporation and where necessary, file corrected documents;
- The EVP is charged with upholding the mission of the Ladies Who Geek and protecting the brand of the corporation; all communications, publications and 3rd party contracts must be shared with the EVP prior to petitioning approval of the President;
- The Board of Directors may provide the EVP with up to one voting Vice President to assist with preparing communications and publications; and
- The EVP shall assume any other responsibilities assigned by the President.
- The Secretary shall perform all the duties and functions of the President in his or her temporary absence and shall have such duties as may be prescribed by the President and/or the Board of Directors;
- The Secretary will be responsible for keeping an accurate record of all proceedings of the Corporation, the Board of Directors;
- The Secretary shall have possession of the records and archives, attend to the proper publication of reports and notices, conduct legal correspondence, attest documents and perform such other duties as may be required of them/her by the board of Directors or President;
- VP Membership
- The SVP Membership position reports directly to the President and shall serve as a voting board member;
- The SVP Membership is charged with member relations, alumni relations, member retention, and new member enrollment;
- The SVP Membership shall serve as the leader of the Membership committee;
- The Board of Directors may provide the SVP Membership with up to two Vice Presidents to assist with member networking and member professional development; and
- The SVP Membership shall assume any other responsibilities assigned by the President.
- VP Finance
- The SVP Finance position reports directly to the President and shall serve as a voting board member;
- The SVP Finance shall serve as the leader of the Finance committee;
- This SVP Finance shall serve as the Treasurer and make all expenditures of the Corporation by checks for expenses previously approved by the Board;
- The SVP Finance shall be responsible for keeping the financial records of the corporation, reviewing previous year’s finance records within the first quarter of the year, and completing the annual taxes;
- The Board of Directors may provide the SVP Finance with up to two Vice Presidents to assist with member financial reporting and business development; and
- The position shall assume any other responsibilities assigned by the President.
- VP Operations
- The SVP Operations position reports directly to the President and shall serve as a voting board member
- The SVP Operations shall serve as the leader of the Operations committee;
- This SVP Operations shall serve as the COO and be responsible for overseeing all special events of the corporation; including event planning, budgeting and execution.
- This SVP Operations shall also be in charge of all volunteers activities during special events.
- The Board of Directors may provide the SVP Operations with up to two Vice Presidents to assist with special events and philanthropic events; and
- The SVP Operations shall assume any other responsibilities assigned by the President.
- VP Communications
- The VP Communications shall collaborate with the EVP to distribute all communications of the Corporation both internal and external; including, but not limited to, the website, newsletter, and event announcements.
- VP of Social Media/Marketing
- The VP Social Media shall keep all social media accounts up to date with event information, newsletter information, and organizational news.
- The VP Social Media/Marketing shall collaborate with the SVP Operations to distribute marketing communications and with the EVP to support brand collateral.
- VP Networking
- The VP Networking shall collaborate with the SVP Membership to set up the monthly networking happy hour.
- The VP of Networking shall work with the SVP Membership to host general member meetings and arranging interaction with leaders in the community and obtaining event speakers.
- The VP of Networking will work with the VP of Affiliation to acquire sponsorships and community leaders.
- VP Affiliation Development
- The VP Affiliation Development shall collaborate with the SVP Operations to host general member meetings and arranging interaction with leaders in the community; including tours of facilities, obtaining event speakers, and acquiring sponsorships; and
- The VP Affiliation Development shall work to acquire and affiliate the organization with leaders and businesses in the community that share values with the organization.
- VP Philanthropy
- The VP Philanthropy may work with the SVP Operations to coordinate and host philanthropic events with the members of the organization and any outreach or charitable organization approved by the Board of Directors; and
- The VP Philanthropy shall work with the VP of Affiliation to acquire donations, in-kind of monetary, for use in organizational events or charitable proceedings.
- Web Manager
- The Web Manager is responsible for development, implementation and maintenance of the infrastructure, hardware, and software utilized for the organization's website.
- The Web Manager coordinates with other Directors to ensure that the site provides content and functionality that meet the business needs of the organization.
- The Web Manager monitors web traffic, performance and capacity to identify, prevent and resolve issues.
- The Web Manager maintains appropriate security and troubleshoots any issues.
Section 5.4 Vacancies
Vacancies in elective offices shall be appointed by the president for the unexpired term.
Section 5.5 Responsibility
The officers shall assume their duties on the 1st day of January and shall hold office for the term of one year. At the conclusion of their term, the officers shall oversee and train the new officers for a period of one month.
Section 5.6 Planning
An Officers and Directors Planning Seminar shall be held prior to the fifteenth (15th) day of February. This Seminar shall be the responsibility of the immediate past President if available, or older past President.
Section 5.7 Notifications
The Board of Directors must confirm the additional officer positions, if any, to be open for nomination and election at the annual elections at least 60 days prior to the elections. Additional positions may be added through the year as needed through a majority vote by the general membership at a general meeting. Additional officer positions and their respective roles must be documented in the meeting minutes.
Section 5.8 Legal Counsel
Immediately upon taking office, the President shall, with the advice and consent of the Board of Directors, appoint a legal counsel for the Corporation. The legal counsel may be a General member of the Corporation and is a non-voting member of the Board.
Section 5.9 Assistant to the President
Immediately upon taking office, the President shall, with the advice and consent of the Board of Directors, appoint an Assistant to the President who shall serve at the will of the Board of Directors, who shall perform such duties as may be delegated to them/her by the President. This shall be a non-voting, non-officer position.
Article VI: Committees
Section 6.1 Board of Directors
The Board of Directors shall be composed of the Officers of the Corporation. The immediate Past President shall serve as an ex-officio member of the Board of Directors without voting rights. It shall have such authority as may be delegated to it by the Board of Directors.
Section 6.2 Other Committees
The President shall appoint such other committees as he or she may deem advisable. Such committees shall have only such authority as shall be delegated to them by the Board of Directors.
Section 6.3 Board of Directors
The Board of Directors shall meet at such times and places as it shall determine or upon a call of the President or upon a call of the authority of its members. The Board of Directors, in addition to the powers and authorities conferred upon it by the Bylaws or by the Board, may exercise such power of the corporation and do all such lawful acts as are not, by the Articles of Incorporation or by the Bylaws, directed to be exercised by the members or Directors, The Board of Directors shall serve as an advisory committee to the President and Directors in matters concerning the administrative affairs of the Corporation. It shall, at all times, be subject to limitations upon its power imposed by the Board of Directors.
Section 6.4 Portfolio Operations
The General Chairman or Director shall advise the Board of progress and problems in each project and in each of the committees at all General Board meetings.
Section 6.5 Local Committee
The Local Committee shall be composed of one (1) member in good standing from each city in the Texas area that would like to be represent and receive direct support from the Board of Directors to host special events in their city. The Local Committee shall have all regular voting rights granted to them as members. It shall have such authority as may be delegated to it by the Board of Directors.
Article VII: General
Section 7.1 Proxy
No member of the Corporation or the Board of Directors shall vote by proxy.
Section 7.2 Notices
Any notice required to be given in writing shall be considered to have been duly given if included in an official bulletin of the Corporation that is delivered by the time the notice is required.
Section 7.3 Additional Bylaws and Amendments
The process, by which bylaws are to be made, altered, amended, or appealed:
- A committee of at least three (3) board members shall be appointed by the president and have a minimum of twenty four (24) hours to study the proposed changes.
- The proposed changes must be read and passed by a majority vote of the Board of Directors in two separate, consecutive, meetings on two (2) separate days in which a quorum is present.
- The general membership must be notified of and sent all recommended bylaw changes at least twenty eight (28) days prior to the member meeting, in which the changes will be voted upon.
- For the changes to be approved, a quorum of members must be present at the member meeting, and two thirds (2/3rds) of the members present must vote in favor of the changes.
Section 7.4 Bylaw Committee
The President shall appoint a Bylaw Committee consisting of at least three (3) members to be a standing committee of the Board for the purpose of studying Bylaw changes.
Section 7.5 Bylaw Adaptation
Policy is to define and amplify the Bylaws of the Corporation and to incorporate policy established throughout the years of conducting the corporation's business. Declared policy may be adopted, altered, amended, waived or repeated at any General meeting by a two thirds (2/3rds) majority of the Board of Directors.
Section 7.6 Parliamentary Procedure Authority
In all matters not covered by its constitution and Bylaws, this Corporation, the Ladies Who Geek, shall be governed by Robert's Rules of Order, most presently revised. The President shall appoint one (1) Board member to serve as permanent parliamentarian at all meetings.
Section 7.7 Contractual Obligation
No contract shall be executed by or on behalf of this Corporation without the authorization of the Board of Directors. All contracts and legal documents must be executed by the President. The President may proxy signing authority to the Treasurer in the case that he/she is unable to physically sign a document.
Section 7.8 Legal Responsibilities of Board Members
On or before the 15th day of February, the legal counsel shall submit to the Board of Directors and to each Director individually a survey of the legal responsibilities of a Director together with a summary of his or her liability for mismanagement. This survey also shall be given to each candidate running for office and to any member appointed to fill a vacancy on the Board of Directors prior to his or her appointment.
Section 7.9 Membership Roster
A roster of the chapter's membership will be updated monthly. This roster will be made available to all officers, directors, and project chairmen (on request).
Section 7.10 Newsletter
The Corporation, under the supervision of the Board of Directors, shall distribute to each member at least quarterly, a newsletter with news and notices of Corporation activities and interests.
Article XIII: Finances
Section 8.1 Financial Obligations
Neither financial obligations nor any solicitations of money, services or merchandise shall be incurred in the name of, or on behalf of, the Corporation, except by express authorization of the Board of Directors. A list of prospective parties to be solicited shall be submitted to the Treasurer prior to making a solicitation approved by the Board of Directors.
Section 8.2 Budget
The President shall call a special meeting of the Board of Directors as soon as it is practical after taking office for the purpose of preparing a proposed annual budget. This budget must be submitted one week in advance to all Board of Directors members before the Board is able to vote on approval.
Section 8.3 Budget Revision
The Board of Directors shall study the annual budget and make any needed recommendations through the Board at the end of each quarter of the fiscal year. They shall also recommend revisions at any time the actual income or expenditures vary appreciably from that previously anticipated.
Section 8.4 General Expenditures
- All single expenditures over $500.00, outside of a previously approved budget, must be approved by a majority vote of the Board of Directors.
- All expenditure in excess of the budget must be approved by the Board of Directors.
- All bills for expenditures shall be approved and endorsed in writing by a Director under whose portfolio the expense was incurred.
Section 8.5 Bank Accounts
All resolutions for bank accounts shall first be submitted to the Board of Directors and then to the Board of Directors. Any resolution for new accounts approved shall become a part of the minutes of the meeting.
Article IX: Awards and Recognitions
Section 9.1 Awards
The Corporation shall adopt a series of awards to recognize the performance of its members and certain citizens in the Dallas Ft. Worth community.
Section 9.2 Membership Awards
These awards shall be the responsibility of the Membership area.
Section 9.3 Board Member of the Year
The President shall make this award to the Director who has through his or her leadership, example and industry, best maintained a functioning committee while contributing to the over-all direction of the Corporation.
Article X: Elections
Section 10.1 Election of Officers and Directors
All officers and directors shall be elected directly by the membership. The election shall be held in early December. The ballot box will be opened for balloting, provided such notice of the election meeting has been given, at least twenty eight (28) days before any such meetings. The members of the Ladies Who Geek eligible to vote shall present themselves at the membership meeting and cast their ballots. Eligibility for voting shall be confirmed by membership records kept by the SVP of Membership and shall be available for review at the election meeting. A member eligible to vote shall have been a member for more than twenty-eight (28) days prior to the start of elections. The Nominations Committee shall tabulate the votes and report the results at the end of the chapter's meeting. The ballots shall be filed and retained for a period of one (1) month, at which time, such ballots will be destroyed by the Chairman of the Nominations Committee.
Section 10.2 Nominations
Nominations for all officer and directors shall be made by the General membership and the Nomination Committee no less than twenty eight (28) days prior to the election. The Nominations Committee must be appointed by the President and Board of Directors no later than the 1st day of November of each year. The committee shall consist of a minimum of three (3) members and a maximum of six (6) members, whose duty it will be to propose the names of members nominated and to run the election. The Chairman of the Nominations Committee shall be the most recent past President, if available. If persons proposed by the Nominations Committee are members in good standing, the Board of Directors shall prepare a ballot containing the names of such candidates. Members shall be notified at twenty eight (28) days prior to the start of the election of nominees. Additional nominations for office may be taken from the floor and entered on the ballot on a "write-in” basis at the election meeting. The Chairman of the Nominations Committee shall be responsible for running the elections at the election meeting and all members of the Nominations Committee present at the elections shall be responsible for collecting the ballots and tabulating votes.
Article XI: Director’s and Officer’s Liabilities
Section 11.1 Director’s and Officer’s Liability
The officers and Directors shall not be liable to the Corporation for any good faith conduct engaged in while acting within the course and scope of their role as an officer and/or Director of the Corporation. The officers and directors shall also have no personal liability with respect to any contractual obligations made by them, in good faith, on behalf of the Corporation.
Section 11.2 Indemnification
The Corporation shall indemnify any current or former Director or officer of the Corporation for reasonable expenses actually and necessarily incurred by them or her in connection with their successful defense against any suit or proceeding brought against them arising out of their conduct while acting within the course and scope of their role as an officer and/or Director of the Corporation. The Corporation shall also indemnify any current or former Director or officer of the Corporation for reasonable expenses actually and necessarily incurred by them or her, and any amounts paid in satisfaction of judgments, in connection with any suit or proceeding brought against them by a third-party, whether civil or criminal in nature, in which they are made a party by reason of being or having been such a Director or officer if it is determined by a majority vote of the Directors not involved in the matter in controversy, whether or not a quorum, that (1) the Director or officer in question engaged in the conduct in good faith and reasonably believed it was in the Corporation’s best interests and, in the case of a criminal proceeding, the Director or officer did not have reasonable cause to believe their conduct was unlawful, and (2) the expenses to be indemnified (excluding the judgment) is reasonable. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such Director or officer may be entitled by law or under any bylaw, agreement, vote of Board members or otherwise.