Abstract of Petitions Requesting Amendments to the East End Women's Network Bylaws

Dated March 9, 2016

PETITION 1

The purpose of Petition 1 is to streamline and clarify the language and bring it in compliance with current legal requirements pertaining to not-for-profit organizations.

1. An amendment to the title of Article I – Name and Objects of the Corporation

To streamline and clarify the bylaws and make the title and content better represent the requirements of current not-for-profit law.

2. An amendment to Section 2 of Article I: Objects of the Corporation

To streamline and clarify the bylaws, make the title and content better represent the requirements of current federal not-for-profit law, and for legal compliance purposes in order to comply with requirements for not-for-profit organization under the Internal Revenue Code and in conformity with the suggested wording provided in IRS publication 557. Also updating the name of the current Internal Revenue Code.

3. An Amendment to add Sections “3”, “4”, and “5” to Article I

These sections must be included for legal compliance purposes in order to demonstrate compliance with the requirements of not-for-profit organizations under the Internal Revenue Code and in conformity with the suggested wording provided in IRS publication 557.

PETITION 2

Petition 2 pertains primarily to membership and dues. The proposed amendments clarify definitions of the membership categories and simplify process for setting and collecting annual dues.

1. An amendment to Subsection e of Section 2, Article II

To make clear the definition of an “Active Member in Good Standing.”

2. An amendment to Section 2b. of Article II: Membership Categories b. General

Under the current bylaws, the membership category of “General” was not defined. This amendment clarifies and defines a “General” member in line with current practices of the corporation.

3. An Amendment to section 2c. of Article II: Membership Categories c. Junior

To increase the age of membership to the age of majority in NY.

4. An Amendment to section 2d. of Article II: Membership Categories d. Woman of the Year

To eliminate free for life membership category in order to encourage women of the year to stay invested in the organization and to help cover costs of membership.

5. An Amendment to sections 4a. and 4b. of Article II: Dues: a. Annual Dues b. Time for Payment

To provide greater flexibility to the board and future board to set dues based on changes in costs over time and other relevant factors. Furthermore, to adjust the due date to correspond to the beginning of the membership year.

 PETITION 3

Petition 3 pertains to the management of the East End Women’s Network. It includes proposals to update the number of board members, define the responsibilities of the board members and clarify the titles of the board members to better reflect current procedures and operations.

1. An amendment to Section 1 of Article III – Board of Directors

To bring the board positions in line with the current needs of the organization, for instance an e-media chair was not anticipated by the founders of EEWN in 1981. Additionally, to increase the number of directors to better distribute the growing responsibilities of the board and provide more opportunities to members for board service.

2. An amendment to Section 2 of Article III – Management of the Network

To include a mention of the policies as adopted by the board of directors.

3. An amendment to Section 5 of Article III: President – A Committee Member

To provide clarity regarding the President’s role and responsibility, and assure that the language of this section meets current legal requirements.

 4. Delete Section 6 of Article III: Advisory Board

Legal requirements for defining committees have changed since the East End Women’s Network was established. An advisory board will be renamed task group and established as needed through provisions established in the East End Women’s Network’s policy manual.

5, An amendment to Section 3 of Article IV: Special Meeting of Members

Update the bylaws to provide for notice by e-mail.

6. An Amendment of Section 7 of Article IV

Update to provide for the Board of Directors to meet via available teleconferencing technology and to vote by email when a quorum cannot be physically present in one place. (i.e. inclement weather.)

7. Add a new Section 8 to Article IV to make room for new language in Section 7 of Article IV: Section 8 Robert’s Rules of Order

Section moved to make room for new language in Section 7 pertaining to meetings.

8. An amendment to Section1 of Article VII: President.

To omit the use of ad-hoc committees and ensure the Network remains in compliance with not-for-profit laws, rules and regulations.

9. An Amendment to Section 2 of Article VII: Duties of Officers – Vice President

Archiving responsibilities added to ensure safe keeping and archiving of documents and leadership information. Clarify that the Woman of the Year is an event, and the Vice President is responsible for organizing it.

10. An Amendment to Section 3 of Article VII: Duties of Officers – Secretary

To add the duty of receiving the annual disclosure statement in compliance with current NY State not for profit laws.

11. An Amendment to Section 4 of Article VIII: Terms of Office – Presidential Exception

Renames President Emeritus to Past President to keep definition consistent with other sections of the Bylaws.

 PETITION 4

Petition 4 pertains committees. There have been recent changes to the law regarding the definition of committees and their effect on governing a corporation. The proposals in this Petition are intended to bring the East End Women’s Network in compliance with these new legal definitions.

1. An amendment to the title of Article IX – Committees

To incorporate changes in NY Not-for-Profit Revitalization Act that eliminates standing committees and instead requires that committees be designated as either Committees of the Board or Committees of the Corporation.  The definition of Committees of the Corporation more closely aligns with the how the Network’s Board currently assigns tasks to and receives recommendations from the currently existing committees in that Committees of the Corporation must submit recommendations to the Board of Directors for further action and authorization. It also provides for the ability for the board to create committees of the board as necessary.

2. An amendment to Section 2 of Article IX: Ad Hoc Committees

To ensure compliance with the NY Not-for-Profit Revitalization Act, reference to Ad Hoc committees should be removed.

3. An amendment to Section 3 of Article IX: Membership Committee

Updating of language to reflect the current activities and responsibilities of the committee.

4. An amendment to Section 4 of Article IX: Publicity Committee

Updating of language to reflect the current activities and responsibilities of the committee.

5. An amendment to Section 5 of Article IX: Program Committee

Updating of language to reflect the current activities and responsibilities of the committee.

6. An amendment to Section 6 of Article IX: Nominating Committee

Updating of language to reflect the current activities and responsibilities of the committee.

7. An amendment to Section 7 of Article IX: Newsletter Committee

Updating of language to reflect the current activities and responsibilities of the committee.

8. An amendment to Section 8 of Article IX to add E-Media Committee and move current Section 8 to Section 10: Committee Action to E-Media Committee

 Current language is moved to Section 10. The new language in Section 8 now defines and describes the newly added E-Media Committee.

9. An amendment of Article IX to add a new Section 10 – Committee Action

Moved section to make room for additional committee to be defined under Article IX, and clarified the language.

PETITION 5

Petition 5 pertains to Scholarships and the Fiscal Year. The amount of the scholarships actually awarded did not reflect the amount permitted in the Bylaws. This modifies the language to give the Board flexibility on setting the amount based on the funds available. It also clearly defines the fiscal year for the Network.

1. An amendment to Section 2 of Article XI: Qualifications of Applicants

To provide scholarship opportunities for members of the East End Women’s Network as well as high school seniors.

2. An amendment to Section 3 of Article XI: Funding of Scholarships or Grants

To reflect budgetary considerations and constraints (currently EEWN provides scholarships in the range of $2000-3000 annually)

3. Addition of Article XII – Fiscal Year

To clearly define the fiscal year of the East End Women’s Network.

 

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