The purpose of this corporation shall be to provide educational forums for the exchange of ideas, to provide opportunities to share career experiences and for support of projects that benefit women in the larger community.

The corporation shall be a non-profit corporation.

ARTICLE I
Members

Section 1. A member is any person who maintains a positive interest in the philosophies and practices of Network.

Section 2. The number of members is unlimited.

Section 3. The executive board shall set individual membership dues. Dues are payable on January 1 and must be paid on or before March 1 to qualify the member to vote, be a director or be an officer of the corporation. Dues paid after March 1 will be prorated based on the month the individual joins the organization until November. Individuals joining in November and December will pay the full amount in dues and these dues will cover membership for the subsequent year.

Section 4. Members, including officers, who have not paid dues by March 1, will be dropped from the membership roll. In case of officers, their vacancies will be filled according to these by-laws.

Section 5. Program meetings of the general membership and guests shall be held each month, September through April, and by decision of the executive board, June through August.
(Amended November 2008)

Section 6. An annual meeting in May shall be for the purpose of announcing new officers, receiving reports of officers and committees and for any other business that may arise.  Only members in good standing may vote at the annual meeting. (Amended November 2008)

Section 7. A simple majority of members in good standing present and voting shall constitute a quorum.

Section 8. Special meetings may be called by the president upon the written request of at least 10% of the membership or by request of the executive board, with at least 10 days’ notice to all members. No business other than that specified in the special call to the meeting may be transacted at a special meeting.

ARTICLE II
Directors

Section 1. The executive board shall be comprised of not more than 15 directors.

Section 2. The board shall be comprised of the following: (a) individual members who are serving as officers or chairpersons of standing or acting committees; (b) the past president; (c) up to five at-large directors elected by the membership. One of these shall be from the attending membership of any approved satellite locations and shall be responsible for programming and arranging those meetings in cooperation with the president-elect.

Section 3. At-large directors may serve for up to two one-year terms.

Section 4. Officers may serve for up to two consecutive one-year terms in the same office, except the treasurer who shall be elected for a two-year term.

Section 5. A majority of the board members, including chairpersons of standing committees, must be present to conduct an executive board meeting.

Section 6. Standing committees shall be, but not limited to: Program, Membership, Newsletter, Database Management and Publicity. The president, at her discretion, shall appoint other standing committees.

Section 7. The executive board shall have supervision of the affairs of the organization.

Section 8. The executive board shall consider requests for funding or other support of community groups or others that solicit Network’s aid or endorsement. The board shall be responsible for creating and applying a policy of eligibility based on the goals and objectives of Network’s membership.

Section 9. Regular meetings of the executive board shall be held in January, March, June and September, or as otherwise ordered by the president.

Section 10. Special meetings may be called by the president upon written request of at least three other executive board members, with written or telephone notice of all directors.

Section 11. The position of any director who is absent from three consecutive meetings of the organization, and/or fails to attend meetings of the board as a whole consecutively, shall be automatically vacated, except when excused by the president. In that case, and in the case of resignations, the president shall appoint replacements until a special election can be held.

Section 12. No later than the first Monday of February, the president shall appoint a nominating committee composed of the immediate past president and no less than four other members.  It shall be the duty of this committee to prepare and submit to the president and executive board a list of nominees for each office to be filled at the meeting in May.  The committee shall present the slate to the executive board for its advice and consent before the March program meeting. (Amended November 2008)

Section 13. A preliminary slate of candidates shall be announced in the March newsletter and at the March meeting.  During the March meeting, nominations from the floor will be accepted and added to the ballot. (Amended November 2008)

Section 14. A final slate of candidates shall be published in the April newsletter.  Members may vote by e-mail, mail or in person at the April meeting.  Ballots must be received by the designated deadline or be declared void. (Amended November 2008)

Section 15. Officers will be elected on the basis of plurality of votes cast. In the event of a tie between two or more candidates for the same office, successive balloting shall be conducted until one candidate received a majority vote.

Section 16. Results of the election shall be announced at the annual May meeting and published in the June newsletter.  New officers shall assume their duties in June. (Amended November 2008)

ARTICLE III
Officers

Section 1. Officers of the corporation to be elected by the membership for terms of one year or until their successors are elected are President, First Vice-President, Second Vice-President, Secretary, Treasurer, and such other officers as shall be determined by the board.

Section 2. The president shall conduct meetings of the executive board, tend to the affairs of the organization within the community, be Network’s designated spokesperson and ensure that the president-elect is prepared for her coming term as president.

Section 3. The first vice-president is charged with performing all duties of the president in her absence and shall also be chair of the standing committee for programming. She shall arrange speakers and oversee other programming of events such as retreats, in addition to other duties that may rise pertinent to programming.

Section 4. The second vice-president shall work to develop membership through a program of regular contact with potential members and shall be chair of the standing committee on membership. She will be responsible for recruitment of new members, annual membership renewal drives and updating of information about current members.

Section 5. The secretary, in addition to traditional duties that include attention to minutes, organization records and correspondence, except as specifically assigned to other directors, shall be responsible for arranging locations and receiving reservations of members.

Section 6. The treasurer, in addition to traditional duties as steward of the organization’s accounts and checkbook, shall be responsible for billing the membership for annual dues, preparation of the treasurer’s report for the executive board and the annual budget.

Section 7. The president shall appoint a director of publicity, who will serve as member of the board. She will be responsible for generating positive publicity about the membership and Network’s projects, in conjunction with the president and vice-president. She will produce news releases and notices of meetings and speakers for media use.

Section 8. A newsletter editor, who will serve as a member of the board, shall be appointed to chair the standing committee on the newsletter. Her duties shall include production and distribution of a monthly newsletter.

Section 9. A database manager who will serve as a member of the board, shall be appointed by the president, and shall serve as chair of the standing committee for database management. Her duties include management of the organization’s database and production of the annual membership directory.

Section 10. Officers and standing committee chairs can, upon notification of the executive board, appoint committees to help them carry out their duties as needed, but those officers remain responsible for fulfillment of their duties.

Section 11. Vacancies shall be filled by a special election. Nominations shall be taken at the next scheduled membership meeting after notice of the vacancy appears in the organization newsletter. Nominees shall be published in the following newsletter and mail-in ballots shall be counted at the next meeting.

ARTICLE IV
Fiscal Year

The accounting year of the corporation shall end on December 31 of each year.

ARTICLE V
Restrictions

No part of net earnings of Network shall inure to the benefit of, or be distributed to, any Network officers, directors, members or any other private person.

No substantial part of the activities of Network shall be the carrying on of propaganda or otherwise attempting to influence legislation, and Network shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Certificate of Incorporation or the by-laws, Network shall not conduct or carry on any activities not permitted to be conducted or carried on by an exempt organization under Section 501(C )(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization that receives contributions deductible under Section 170(C )(2) of such Code and regulations as they now exist or as they may hereafter be amended.

Upon distribution or other termination of Network, no part of the property of Network, or any proceeds thereof shall be distributed to, or inure to, the benefit of any of the officers, members or directors of Network, but all such property and proceeds shall, subject to discharge of valid obligations of Network and to applicable provisions of law, be distributed, as directed by the executive board of Network, to other organizations, foundations or corporations in the Memphis/Shelby County area, established for the purposes set for the in Section 501 (C )(3) of the Internal Revenue Code of 1954 and, at the time of such distribution, having qualified as an organization exempt from taxation under Section 501(C )(3) of the Internal Revenue Code of 1954, as amended.

ARTICLE VI
Parliamentary Authority

Rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the corporation may adopt.

ARTICLE VII
Amendment of By-laws

These by-laws may be amended by one-third of the membership, provided the amendment has been submitted in writing at a meeting and published in the following monthly newsletter as a verifiable, mail-in ballot. Ballot results shall be counted and announced at the next meeting.

Certification

I certify that these by-laws were adopted by the Incorporator and all members at the organizational meeting of the corporation held on the 27th day of January, 1987. Amended May 25, 1990.
                                                           
                                                                  Deborah M. Clubb, Incorporator

These by-laws were amended November, 2002 by one-third of the membership of Network.

                                                    Agnes M. Pokrandt, President 2002-2003

These by-laws were amended November 2008 by at least one-third the membership of Network.
                                                           
                                                            Avis W. Jones, President 2008-2009

Amendments to the By-Laws
Network of Memphis
November 5, 2008

1. Pertaining to Article 1, Section 5: Program meetings of the general membership and guests shall be held each month, January through December.

2. Pertaining to Article 1, Section 6: An annual meeting in November shall be for the purpose of announcing new officers, receiving reports of officers and committees and for any other business that may arise.  Only members in good standing may vote at the annual meeting.

3. Pertaining to Article 2, Section 12: No later than the first Monday of August, the president shall appoint a nominating committee composed of the immediate past president and no less than four other members.  It shall be the duty of this committee to prepare and submit to the president and executive board a list of nominees for each office to be filled at the meeting in November.  The committee shall present the slate to the executive board for its advice and consent before the September program meeting.

4. Pertaining to Article 2, Section 13: A preliminary slate of candidates shall be announced in the September newsletter and at the September meeting.  During the September meeting, nominations from the floor will be accepted and added to the ballot.

5. Pertaining to Article 2, Section 14: A final slate of candidates shall be published in the October newsletter.  Members will vote by e-mail in response to an e-mail ballot sent to the members in good standing by the Web Coordinator.   Ballots must be received by Midnight CST on the last day of October or be declared void.

6. Pertaining to Article 2, Section 16: Results of the election shall be announced at the annual November meeting and published in the December newsletter.  New officers shall assume their duties in January.

These amendments were approved by over one-third of the Network of Memphis members on November 2008.
                                                           
                                                    Avis W. Jones, President 2008-2009