FHPW Standing Rules & By Laws

BYLAWS
ARTICLE I
Name and Location

The name of this organization shall be The Federation of Houston Professional Women. The Federation shall be located in the Houston, Texas metropolitan area.

ARTICLE II
Definitions

"Federation" refers to The Federation of Houston Professional Women.
"Foundation" refers to the Federation of Houston Professional Women Educational Foundation.
"Executive Board" refers to the officers of the Federation.
"Board of Directors" refers to the Executive Board and the appointed Directors of the Federation.
"Member" or "Member Organization" refers to an organization holding membership in good standing of the Federation.
"Delegate" refers to an individual who holds membership in good standing of a Member Organization and has been authorized as a voting representative of the Member in the Federation for a one year term commencing on January 1 and expiring on December 31 of each year, provided, however, that no such Delegate may represent concurrently more than one Member Organization.
"Ex-officio Delegate" refers to a member of the Executive Board and grants Delegate status.
"Quorum" refers to a minimum number specified in these Bylaws who must be present in order to transact business at a meeting.

ARTICLE III
Purposes

The purposes of the Federation shall be to provide:

1. Educational and professional development opportunities for women's organizations and their members.
2. Local resource information and networking.
3. Any and all lawful activities deemed to be in the best interest of its membership as long as these activities do not contradict the nonprofit, nonsectarian, and politically nonpartisan status of the Federation.

ARTICLE IV
Membership

1. Nonprofit greater Houston metropolitan area organizations whose memberships comprise a majority of working women and whose primary goals include the advancement of women in business and the professions, and in support of women's interests shall be eligible to apply for membership in the Federation.
2. A copy of the organization's bylaws that shall not conflict with the purposes and Bylaws of the Federation, current complete rosters, list of officers, and Delegate listings shall accompany application for membership. When a member organization revises its bylaws, a copy shall be submitted to the Membership Director. An affirmative vote of 2/3 of the Delegates voting shall be required for election to membership.
3. The term Member shall refer to a specific organization which shall select each calendar year from its membership two Delegates to the Federation. Members may select one or more Alternates to their Delegates for attendance at general meetings. Such Alternate(s) may act and vote for the Delegate only in the absence of the Delegate. If a Member's official current roster numbers more than 100, one additional Delegate shall be allowed. Each authorized Delegate is allowed one vote. The Member shall be responsible for its representation by Delegates at general and special meetings. Any individual who is in good standing of a Member Organization is eligible to attend and participate in Federation activities except where limited by these Bylaws.
4. Membership in the Federation of a Member Organization shall be terminated by an affirmative vote of 2/3 of the Board of Directors in the event that: A. The Member has no Delegate or designated Alternate in attendance at two consecutive general meetings; or B. The bylaws of the Member are amended or revised so as to conflict with the Bylaws of the Federation as stipulated in Paragraph 2 of this article; or C. Nonpayment of dues; or D. When due cause, other than subsections A, B, or C of Paragraph 4 of this Article, has been shown that continued membership is contrary to the best interests of the Federation. The Federation Board of Directors will notify the Member of a hearing on the matter and invite Member representation; however, vote on the matter will not be delayed because of the failure of the Member to send representation.
5. Members who have been terminated for less than 12 months may rejoin by paying the appropriate Member dues. Members who have been terminated for more than 12 months may rejoin by applying for membership in the same manner as a new Member.
6. Member dues shall be paid annually by January 1, and shall be considered delinquent if not paid by February 1 of each year. A 20% penalty shall be charged to each Member Organization if dues are not received by February 1 of each year. Members whose dues are not received by March 31 shall be automatically terminated for nonpayment.
7. Dues for new Members are prorated according to the following schedule:

January or April Approval Full Dues Assessed
July Approval One-Half Dues assessed
October Approval Full Dues for the following calendar year assessed

ARTICLE V
Meetings

1. General meetings of the Federation shall be at least quarterly during the year and are open to all members and guests of the Member Organizations. Delegates shall represent members at the business portion of these meetings and only current Delegates or their Alternates shall be allowed to vote. Notice of such meetings shall be made available to Members at least four weeks in advance of the date of the meeting. A Quorum shall be 25% of the Delegates of record.
2. A special meeting may be called by the President or by written request of 1/3 of the Members of the Federation. In the event of a special meeting, all Members shall be notified at least ten (10) days prior to the meeting. The call shall state the purpose, the time, and the place of the meeting. A quorum shall be 25% of the Delegates of record.
3. The last general meeting of the calendar year shall be the Annual Meeting and shall include election of officers.
4. Additional general meetings may be called by the President or by 2/3 of the members of the Board of Directors.

ARTICLE VI
Officers

1. The Federation officers shall be President, President-Elect, Vice President, Recording Secretary, Administrative Secretary, Treasurer, and Immediate Past President.
2. A quorum shall be 1/2 of the Executive Board. Each officer shall have one vote.
3. Members of the Executive Board shall be ex-officio Delegates during their term.

Qualifications -

4. Candidates shall have membership in good standing of their Member Organization(s) and shall have submitted a letter of endorsement from their sponsoring Member Organization to the nominating committee in order to be eligible for office.
5. Candidates for President-Elect shall have served at least one full calendar year (12 months) on the Board of Directors prior to nomination.
6. Candidates for office other than President-Elect shall have served or are serving as a Delegate to the Federation or a subcommittee chair, or an ad hoc committee chair, and preferably shall have served on the Board of Directors prior to nomination.
7. No more than one candidate per Member Organization shall be eligible for nomination as an officer. Two individuals from the same organization may serve on the Board. One shall serve as an Officer and one shall serve as a Director or each may serve as Director.

Term -

8. Term of office is January 1 through December 31 or until a successor has assumed office. No officer shall hold more than one office concurrently or serve more than one full term in the same office in consecutive years.

Nomination and Election -

9. Prior to the third general meeting of the year, the President shall appoint, with approval of the Board of Directors, a Nominating Committee composed of three Delegates; one shall be the Immediate Past President. The other two members of the nominating committee shall consist of delegates with Board experience. Membership of the committee shall be announced no later than the third general meeting of the year.
10. The Nominating Committee shall submit in writing to the DELEGATES one or more nominees for each elective office at least 30 days prior to the election. In lieu of nominations from the floor, additional nominees shall be submitted in writing to the Nominating Committee for receipt no later than 15 days prior to elections. Any additional nominees shall be submitted in writing to the DELEGATES no later than 10 days prior to elections. The Committee shall then prepare the ballots for distribution at the Annual Meeting.
11. The officers of the Federation shall be elected at the Annual Meeting by majority ballot of the Delegates. In the event a majority vote is not achieved on the first ballot for any one office, only the two candidates with the highest number of votes shall be on the ensuing ballot(s).

Vacancies -

12. A vacancy in the office of President shall be filled by the President-Elect for the balance of the current term.
13. A vacancy in any office shall be filled within thirty days. The Board of Directors shall elect by ballot an eligible candidate to fill a vacancy in any office except President, which shall be filled by right of succession as specified in Paragraph 12 of this Article.
14. A vacancy in an office due to the removal of an officer for any one of the following reasons shall be filled as stipulated in Paragraph 13 of this Article.

A. Failure of the officer's sponsoring Member Organization to pay its dues or to maintain membership in good standing in the Federation.
B. Violation of the Bylaws or Standing Rules of the Federation by the officer.
C. Failure to attend two consecutive regular meetings of the Board of Directors without good cause.
D. Neglect of duty for a forty-five (45) day period.

15. The need for declaring an office vacant shall be determined by a 2/3 ballot of the Executive Board.
16. An officer who is convicted of a felony shall be automatically removed from office.

Duties -

17. The President shall be the presiding officer of all meetings of the Federation and the chair of all meetings of the Executive Board and Board of Directors. The President shall perform the duties of chief administrative officer responsible for the operations of the Federation. The President shall serve as a member of the Governing Board of the Foundation. The President shall serve as liaison to the Database Director and the Website Director.
18. The President-Elect shall supervise and coordinate the annual Awards Gala with the Foundation. The President-Elect shall assist the President as requested. The President-Elect shall perform the duties of the President, in the absence of the President or in the inability of the President to act. The President-Elect shall serve as a member of the Governing Board of the Foundation. The President-Elect shall serve as liaison to the Gala Director.
19. The Vice President shall assist the President and perform such duties as required by the Executive Board. The Vice President shall serve as liaison to the Media Director and the Program Director.
20. The Recording Secretary shall be responsible for maintaining the records of the proceedings of all general and special meetings and of the Board of Director's meetings. The Recording Secretary shall distribute copies of the minutes of each general or special meeting to the Board of Directors within twenty-one (21) days after such meeting. The Recording Secretary shall serve as liaison to the Membership Director.
21. The Administrative Secretary shall be responsible for conducting the correspondence of the organization in accordance with the direction of the President and the Board of Directors. The Administrative Secretary shall maintain files of official documents of the Federation at the Federation Office. The Administrative Secretary shall serve as liaison to the Education Director.
22. The Treasurer shall be responsible for maintaining complete and accurate records of the financial activities of the Federation, and for: submitting a quarterly financial report to the general meetings; preparing an annual budget for submission to the Board of Directors; collecting dues; issuing and receiving funds; and signing all checks issued by the Federation. The Treasurer shall serve as liaison to the Travel Director and Reservations Director.
23. The Immediate Past President shall act as an advisor to the other officers and the Board of Directors as needed. The Immediate Past President shall serve as Nominating Committee Chair for the Foundation and the Federation. The Immediate Past President shall serve as liaison to the Rules and Bylaws Director.

ARTICLE VII
Board of Directors

1. The Board of Directors shall consist of the Executive Board and Directors who are appointed by the President with Executive Board approval. The power, authority, and responsibility to manage the affairs and property of the Federation shall be vested in the Board of Directors. The Board of Directors shall be subject to the orders of the Federation and none of its acts shall conflict with action taken by the Federation.
2. A quorum shall be 1/2 of the Board of Directors. Each Director shall have one vote.
3. The Board of Directors shall meet at least quarterly prior to the general meetings.
4. Qualifications - Each Director shall have Delegate status.
5. Term - Directors are appointed for a term of January 1 through December 31.

Vacancies -

6. A vacancy in a Director's position shall be filled by Presidential appointment with the Executive Board approval.
7. A Director may be removed from the position in the same manner and for the same reasons as stated for officers in ARTICLE VI, Paragraphs 16 and 18 or by the President with Executive Board approval, as stated in ARTICLE VI, Paragraph 17.

Duties -

8. Each Director shall be chair of a Standing Committee. No Director shall hold more than one Directorship concurrently.
9. Each Director shall submit a program of activity and recommended committee budget for Board of Director's approval and shall enlist committee personnel in sufficient numbers to enable the execution of its duties and functions.
10. The President and President-Elect shall be ex-officio members of all committees.

ARTICLE VIII
Committees

1. The Standing Committees are:

A. Awards Gala - shall plan and present the annual awards event benefiting the Foundation.
B. Database - shall maintain a current database of all Member Organizations.
C. Education - shall coordinate and plan professional development, educational or networking opportunities for the benefit of Members and or the public. Activities shall be coordinated with the Foundation as necessary.
D. Media - shall gather and disseminate Federation news and information. E. Membership - shall promote the recruitment and retention of Members. The committee shall also be responsible for acknowledging, reviewing and presenting membership applications to the Board of Directors for approval prior to presentation to the Delegates for vote. It may periodically request Member's bylaws.
F. Program - shall plan and present programs at the general meetings, making arrangements for necessary meetings facilities.
G. Rules and Bylaws - shall originate and receive proposals for amending or revising the Bylaws and Standing Rules. It shall also prepare for presentation of such amendments or revisions to the Members as stipulated in Article XI.
H. Travel - arranges travel excursions for fun and/or information for FHPW Women.
I. Web Site - Submits updates to web site designer and host for publication to the FHPW Web Site.
J. Reservations - shall handle reservations for the general meetings.

2. Special Committees may be appointed when deemed necessary by the President with Executive Board approval and shall cease to exist as soon as they have completed a specific task or if discharged sooner.

ARTICLE IX
Fiscal Policies

1. No financial commitment of the Federation or its funds exceeding $200 shall be made without prior approval of the Board of Directors.
2. An annual examination shall be made by a committee appointed by the President with the approval of the Board of Directors. At the discretion of the Board, an outside accounting firm may perform an audit.
3. The Board of directors may affect no proposed borrowing unless 2/3 majorities of all delegates approve it, such approval being obtained at a meeting.
4. In the event of the dissolution of the Federation, any assets remaining after the payment and satisfaction of all liabilities and obligations of the Federation shall be conveyed as specified in Article IX of the Articles of Incorporation of The Federation of Houston Professional Women.
5. Each person who may have served as a director or officer of the Federation shall be indemnified by the Federation against liabilities imposed upon her and expenses reasonably incurred by her in connection with any claim made against her, for any action, suit, or proceedings to which she may be a party by reason of her being, or having been, such director or officer, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by her as such director or officer and shall be indemnified with respect to matters constituting gross negligence or willful misdeed. Such indemnification shall be in addition to any other rights to which Directors or officers may be entitled. The determination of all questions as to the existence of gross negligence or willful misconduct, as to the right to indemnification and reimbursement hereunder and the reasonableness of such costs and expenses may be made, and shall be final and conclusive if made, by the Board of Directors acting at a meeting at which a quorum is unaffected by self-interest (not withstanding that other members of the quorum present but not voting may be so affected).

ARTICLE X
Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Federation in all cases to which they are applicable and in which they are not consistent with these Bylaws and any Standing Rules or order the Federation may adopt.

ARTICLE XI
Amendment of Bylaws

1. The Bylaws of the Federation may be amended by one of the following procedures, based on a quorum being achieved or present:

A. By an affirmative 2/3 vote at a general meeting, provided that the proposed amendment or revision shall have been furnished to the Members at least 45 days prior to the voting meeting.
B. A proposed amendment or revision submitted without previous notice shall require a unanimous vote.
C. By an affirmative 2/3 vote of a mail in vote, provided that the proposed amendment or revision shall have been furnished to the Members at least 45 days prior to the voting deadline.

2. Any amendment or revision adopted shall become effective immediately upon adoption and such amendment shall be distributed at the next general meeting following adoption, unless otherwise specified.
3. All automatic grammatical, punctuation and correlation corrections in Bylaws or amendments thereto, which in no way alter the intent of the Bylaws or amendment, shall be effected by the Rules and Bylaws Committee with approval of the Board of Directors and notification shall be sent to the Members.

BYLAWS:
Adopted April 29, 1987
Revised January 25, 1999
Revised October 25, 1999
Revised October 23, 2000
Revised July 23, 2001
Revised October 27, 2003
Revised April 24, 2006

Revised April 23, 2007