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CHARTER
AND
BYLAWS


Established 1919

GFWC Woman’s Club of Deerfield Beach, Inc.

Revisions to ByLaws approved at the February 2017 General Membership Meetings.


CHARTER

The undersigned hereby certify that they have associated themselves for the purpose of reincorporation of the organization that was previously authorized by the membership under the laws of the State of Florida and under the following articles of reincorporation pursuant to the Statutes of the State of Florida in such cases made and provided for the formation of a corporation not for profit.

Mrs. O.H. Butler
Mrs. Charles LaBella
Mrs. J.D. Butler
Mrs. C.B. Scott
Mrs. George Carlton
Mrs. Robert L. Larsh, Sr.
Mrs. Fred Wagoner


ARTICLE I
The name of this corporation shall be the Woman's Club of Deerfield Beach, Inc., and shall be located at Deerfield Beach, Florida.

ARTICLE II
The general nature and object of the corporation shall be for self-culture of its members, for educational and charitable purposes and the improvement of civic conditions.

ARTICLE III
The qualification of members shall be: Each applicant must be in accord with the objectives of the corporation; and the manner of their admission shall be as prescribed by the Bylaws.

Any member may be expelled or suspended for satisfactory reasons by the unanimous vote of the Executive Board, or otherwise, as provided by the Bylaws and when a member resigns or otherwise severs her connection with the corporation or is expelled or suspended from the corporation whatsoever or its property of its affairs or franchise. Non­payment of dues for one year subjects a member to suspension.

ARTICLE IV
The terms for which this corporation shall exist shall be perpetual. Save and except, that if at any time three-fourths of the voting members thereof at any regular or special meeting called therefore, upon at least sixty days' written notice, deem it advisable for the best interest of the club, having in mind the purpose for which it was established, may dissolve the club in the manner by Statute in such cases made and provided. Should the Club be dissolved, all property and funds remaining after payment or satisfaction of all claims and demands against it shall be distributed to such exempt educational and/or charitable organization as the Board of Directors shall determine.

ARTICLE V
The business of the corporation shall be conducted by a President, three Vice-Presidents, a Recording Secretary, Financial Secretary, Treasurer, Corresponding Secretary, Auditor­ Director all of whom shall be elected annually at the annual election held at such time as the Bylaws may prescribe, in each year by a majority vote of the members present voting. These officers together with the Chairmen of Departments who shall be appointed as prescribed by the Bylaws and the immediate Past President shall constitute the Executive Board, which Board shall have the active management and control generally and in details of the business affairs of the corporation. All dues shall be fixed by the Bylaws and no member who is in arrears as to any dues shall be permitted to vote for officers or upon any question or matter.

ARTICLE VI
The Bylaws of this corporation shall be made, altered and rescinded by a majority vote of the members as any regular meeting, after two weeks written notice of such proposed action as been given.
Amendments to the Articles of Incorporation of the Women's Club of Deerfield Beach, Inc., may be proposed and adopted in the following manner: A Charter Revision Committee of not less than five active members shall be appointed by the President. Said committee shall submit its proposals in writing to the Club. After sixty days written notice of proposed amendments to the membership, same may be approved and adopted by a majority vote of the members present at any regular business meeting.

ARTICLE VII
There is hereby established the Educational Endowment Scholarship Fund of the Woman's Club of Deerfield Beach, Inc.

The purpose of the above named fund shall be to provide financial assistance to deserving students to any approved college or university.

Monies to the credit of this fund cannot be used by the Woman's Club of Deerfield Beach, Inc. at any time for any purpose other than that stated above.
The control of the assets of the Educational Endowment Scholarship Fund is provided for by an enlarged Scholarship Committee established in the Bylaws. The committee is empowered to raise funds, invest funds, and accept money, stocks or bonds given to this fund for the purpose for which it is established, all subject to the approval of the Executive Board by a majority vote. Provision for the safe keeping of all assets of the Educational Endowment Scholarship Fund is made in the Bylaws.

The Scholarship Committee is hereby empowered to draw up rules and regulations by which they select and screen applicants.

 

In the event of the dissolution of the Educational Endowment Scholarship Fund all monies, investments, stocks, bonds and other assets of this fund after payment of all debts, shall be turned over to an educational and or charitable organization which is tax exempt under the internal Revenue Code of 1954, Section 501 (C)(3) as now in force or afterwards amended.


BYLAWS
Revised March 1, 2017
ARTICLE I – CLUB NAME

The name of the Club shall be GFWC Woman's Club of Deerfield Beach, Inc., Deerfield Beach, Broward County, Florida.

ARTICLE II CLUB PURPOSE

The general nature of the object of this Club shall be Charitable and Civic and to provide benefits and advancements of womankind in directions named and generally to give aid to all worthy projects. This Club shall be nonpartisan, nonpolitical, nonsectarian, and nondiscriminatory.

ARTICLE III MEMBERSHIP

Section I - Classes of Membership:
The membership of the GFWC Woman's Club of Deerfield Beach Inc. shall be of three classes: Active, Associate and Life Members. The qualifications of members shall be that each applicant must be in accord with the objectives of the Club and a resident of Deerfield Beach or vicinity.

ACTIVE: Members are who have paid annual dues shall be entitled to all privileges of membership.

ASSOCIATE MEMBERSHIP: (Non­voting, inactive members): Members who are unable to actively participate in club activities due to relocation, health or personal reasons, and still desire to support the organization by their membership, may be kept on Club roster by paying an annual fee of $20.00 per year to help defray the cost of their monthly newsletter and yearbook.

LIFE MEMBER: Members who desire to endow the Club building fund with a payment of $500.00 or more shall be entitled to all privileges of membership with no future payment of dues.

SPECIAL RECOGNITION: All members who have paid dues for twenty-five (25) years will be honored with a Twenty-five (25) year pin in recognition of their service.

Section II - Membership Committee:
The President  may appoint a Membership Committee consisting of three or more members in good standing. The Financial Secretary shall serve as Chairperson of this Committee. 

 

Section III - Method of Presentation:
Each applicant for membership in the GFWC Woman's Club of Deerfield Beach, Inc., shall complete an Application for Membership, and submit same, along with her check for the dues, to the Membership Committee Chairperson.

The Membership Committee Chairperson shall present all applications for membership, (including the name, address, phone number) to the Executive Board for voting thereon. A majority vote of the Board members shall constitute acceptance of the new member.

Section IV - Membership Dues:
All new incoming members (except transfers and Life Members), shall pay the annual dues as shown in Article III, Section I. The annual dues shall be payable on or before May 1st. The Club's fiscal year shall run from May 1st through April 30th of the following year.

Section V - Delinquent Dues:
Any member failing to pay renewal dues by May1st of the current year shall be delinquent and no delinquent member shall be eligible to vote on any Club matter. If the delinquent member is an elected officer, that member will be unable to serve in that office while delinquent. If dues are not paid by April 30 of the following year, the membership may be subject to suspension.  Anyone whose membership has been suspended for delinquent dues may be reinstated upon payment of the dues.  

Section VI - Resignations:
Any member in good standing who desires to resign from the Club shall notify the Membership Committee Chairperson.
Reinstatement: Any person who has resigned in good standing may be reinstated by vote of the Executive Board upon payment of the current dues.

Section VII - Transfer of Members:
A member of a Federated Woman's Club who is a resident of Deerfield Beach, Florida or vicinity shall be eligible for membership in the GFWC Woman's Club of Deerfield Beach, Inc., by vote of the Executive Board following presentation to the Board of a letter of recommendation signed by the President of her Federated Club and payment of annual dues in accordance with Section IV.

 

ARTICLE IV ELECTION OF OFFICERS

Section I - Annual Election:
The Annual Election of Officers shall be held at the first daytime and evening General meetings in March. The Nominating Committee shall present a slate of candidates at both meetings.

Section II - Eligibility and Composition of the Nominating Committee:
To be eligible to serve on the Nominating Committee of the GFWC Woman's Club of Deerfield Beach, Inc., a member must have been active and experienced in Club affairs for at least one (1) year and must express a willingness to serve.

The Nominating Committee shall be composed of five (5) members, two of whom shall be  members of the Executive Board and three  from the General Membership The President shall appoint the Chairperson of this committee.

Section III - Nominations:
The Nominating Committee shall meet and prepare a list of one or more names for each office, it having been ascertained that these candidates are members in good standing, are experienced and active in Club affairs, are fit for office and would be willing to serve, if elected.

Section IV - Eligibility for Nomination:
No person shall be eligible for nomination for election to the office of President who has not been a member of the Executive Board for one fiscal year. Each officer shall serve her term until her successor is elected and installed.  

Section V – Officers:
Officers are to be named: President, First Vice-President, Second Vice-President, Third Vice-President, Recording Secretary, Corresponding Secretary, Financial Secretary, Treasurer, Auditor-Director and Director – Evening Division. The slate of candidates shall be presented at the Annual Election meetings. Election may be by voice vote or by written ballot as circumstances require. A majority vote of members present at the election meetingsshall elect. When there is but one nominee for one or more office, the Recording Secretary is empowered, by a majority vote, to cast the unanimous ballot.

Section VI – Evening Division:
Evening Division officers shall be named Director, Vice Director, Secretary and Treasurer.

Section VII - Executive Board:
The President-elect, along with the incoming Officers and the immediate Past President shall constitute the incoming Executive Board. 

ARTICLE V DUTIES OF OFFICERS
Section I - Duties of Officers:
The Annual Business meetings shall be held in conjunction with the April general meetings. The officers-elect of the Club shall officially assume the duties of their respective offices following the Installation ceremony in April, and shall prepare the work for the ensuing year and shall serve without compensation. Approved expenditures for all officers will be reimbursed.  The retiring officers shall complete the business of the year and shall surrender to their successor’s essential books, papers and keys pertaining to their office by April 30th.

Section II - President:
The President shall preside at all daytime general meetings of the Club and of the Executive Board and shall call all special meetings. She shall, with the approval of the Executive Board, fill vacancies occurring in offices, appoint all Standing and Special Committees and their Chairpersons and shall appoint Department Chairpersons. She shall present a condensed report of the work of the year from the Executive Board to the membership at the April Annual Business Meeting. She shall be an ex-officio member of all committees except the Nominating Committee. She shall be custodian of the Club Seal, but may not affix the seal (See Section VI), and shall be the official custodian of all records and papers of the Club. In the event of her absence or disability her duties shall devolve upon the Vice-Presidents and other elected officers in their order.

Section III - First Vice-President:
The First Vice-President shall hold herself in readiness to assist the President in any way. Upon resignation, removal or temporary or permanent incapacitation of the President, she shall become President and hold office through the unexpired term or until the cessation of the temporary incapacitation of the former President. The First Vice­ President shall be Program Chairperson. She shall compile the Club Year Book (Annual Report) with the assistance of the other Vice-Presidents and Department Chairpersons. She shall be the Oversight Committee Chairperson. She shall make a report of her year's work at the April Annual Business meeting.

Section IV - Second Vice-President:
The Second Vice-President shall assume the duties of the President upon the absence of the President and First Vice-President.  She shall have supervision over the Building Committee and the building rentals . She shall provide a report of all activities of her Departments to the Executive Board at its monthly meeting.

Section V - Third Vice-President:
The Third Vice-President shall direct the disbursement of all gifts voted by the Executive Board from funds allotted for Philanthropic and Civic causes. She shall be Chairperson of the Education Department and the Scholarship Committee which is established under Article X- Section III Paragraph2. She shall provide a report at the April Annual Business Meeting and shall provide a monthly report of all activities of her Departments to the Executive Board at its monthly meeting.

Section VI - Recording Secretary:
The Recording Secretary shall keep a correct record of all daytime general meetings and Executive Board meetings. She shall be prepared to read any record as requested during the General Meeting of the Club. She shall keep a current roll of the officers and be prepared to call the roll when required. She shall affix the Club Seal to deeds, mortgages, documents and official papers of the Club as occasion requires. She must attest the same by writing "Attest" on such instruments and signing her name as Recording Secretary. She may be called upon to cast the unanimous vote for the accepted slate of unopposed officers at the annual election in accordance with Article III, Section V.

Section VII - Corresponding Secretary:
The Corresponding Secretary shall attend to all incoming and outgoing correspondence of the Club and shall orally report same at the monthly Executive Board meetings and the General meetings. She shall present a report at the April Annual Business Meeting.  She shall be Chairperson of the Social Committee, which consists of the General Meeting refreshments and an annual membership tea and Installation of Officers. 

Section VIII - Financial Secretary:
The Financial Secretary shall be the Chairperson of the Membership Committee. She shall receive all new membership applications and present them to the Executive Board for approval. She shall receive all dues, send reminders to members in arrears and keep current a roster of names and addresses of members. She shall present a monthly report to the Executive Board and to the General Meeting and also present a report at the Annual Business Meeting.

 

Section IX – Treasurer:
The Treasurer shall be bonded. She shall retrieve the mail from the post office box and open those specifically applicable to the finances of the organization i.e., (bills to be paid, receipt of dues from members. The Treasurer shall immediately turn over any applications and checks received for dues payment from NEW applicants to the Financial Secretary for review by the Membership Committee and presentation to the Executive Board. The Treasurer shall not deposit any dues RENEWAL checks without first notifying the Financial Secretary of receipt of same.

She shall present a monthly itemized report of receipts and disbursements and balance on hand to the Executive Board and to the General Meetings. By the annual Business Meeting of the year, she shall have compiled the Annual Financial Report of the Club. She shall serve as a member of the Budget Department to compile the annual operating budget. Prior to the end of the fiscal year, she shall be prepared to submit all books and papers for audit.

Section X - Auditor-Director:
The Auditor-Director shall review the books of the Treasurer  one time during the Club's fiscal year.   The Auditor-Director may appoint other members of the Club to work on the audit. The books of the Treasurer may then be reconciled with financial statements by a qualified non-member approved by the Executive Board.

Section XI – Director - Evening Division:
The Director of the Evening Division shall preside over the evening meetings.  She shall provide a report of all activities of the Evening Division to the Executive Board at its monthly meeting. She shall ensure that the minutes of each evening general meeting are provided to the Recording Secretary.

ARTICLE VI CLUB SEAL

Section I - Seal Description:
The Seal of the Club shall have inscribed thereon the name of the Club, the year of its creation, the word "Florida" and the word "Seal."

Section II  -Seal Use:
All deeds, notes, mortgages, contracts and instruments relating to title of the Property of said Club shall be executed as required by law by the President and Recording Secretary, under authority granted by Resolution of the Executive Board duly adopted, and with the consent and approval of the membership. All above documents, together with the Club seal, shall be deposited in a safety deposit box for security.

ARTICLE VII EXECUTIVE BOARD

 

Section I - Powers of the Executive Board:
The Executive Board shall have the following powers: to purchase or otherwise acquire lands and properties which the 'Club has authorized it to acquire at such prices and on such terms and conditions for such consideration as may be determined upon by said Board and approved by the Club; to issue notes, bonds, mortgages and other obligations of the Club under such terms and conditions as said Board may determine and to authorize and direct officers of the Club to execute and deliver the same with the approval of the membership; and generally to do all other acts and things necessary for the proper exercise of the powers hereby given and as otherwise provided in the Charter and Bylaws; to appoint at its discretion, remove, or suspend such managers, officers, agents or employees as they may from time to time deem best; and to determine the duties and fix the salaries or compensation of the employees or agents and to require securities or a bond in such instances and in such amounts as the Board may determine.

Section II - New Business:
Any major expenditure over $5,000 or change of policy, for the Club must be presented and approved by the Executive Board before recommendation is made to themembers in attendance at both General meetings for voting.

Section III - Vacancies:
A vacancy occurring in the Nominating Committee shall be filled by appointment of the Executive Board. Any vacancies occurring in any office of the Club during a Club year shall be filled by the President, with the approval of the Executive Board, until the next regular election. An emergency meeting of the Executive Board may be called as provided for in Article XII, Section I.

Section IV - Governing:
In accordance with the Open Style of Governing, all meetings of The Executive Board, and the General Assembly must be noticed at least 3 days prior to the meeting. Dues-paying members of the GFWC Woman's Club of Deerfield Beach are invited to attend but may not have any input at any Executive Board, Department, or Committee meetings unless they are members of those units.

 

ARTICLE VIII QUORUM

Section I Quorum at General Meetings:
Fifteen percent (15%) of the active members of this Club, at least two of whom shall be elected officers, will constitute a quorum at any General or Special meeting of this club. No official action may occur without the presence of a quorum. 

Section II Quorum at Executive Board Meetings:
Five (5) Board members shall constitute a quorum at any regular, special or emergency meeting of the Executive Board. No official actions may occur without the presence of a quorum. 

 

ARTICLE IX PRIVILEGES

Section I - Club Meetings:
Guests shall be permitted to attend two (2) General Meetings of the Club, after which they must apply for membership if they wish further attendance.

 

ARTICLE X  DEPARTMENTS AND COMMITTEES

Section I - Appointments:
The terms of all Department members and Committee Members shall run concurrently with the terms of the incoming President. Specifically, each appointee serves one year during the fiscal year of May 1st through April 30th. Members may be re-appointed with no restrictions or limits to the terms. All members are empowered to serve until the new appointees have been appointed and installed.

Section II - Division of Activities:
The work of the Club shall be allocated to the following GFWC Departments: Arts, Conservation, Education,  Home Life, International  Outlook and Public Issues. he President shall appoint the Chairpersons of these Departments. There may also be Standing Committees as shown in Article X - Section III with additional provision therein for the formation of ad hoc committees.

Section III - Committees:  
The following committees may be established, if deemed necessary.

 

ARTICLE XI FUNDS

Section I - Building Fund  
There shall be a Building Fund consisting of any bonds owned by the Club, which are now or have been designated for use as a Building Fund, and any other monies which shall be contributed, appropriated, or designated for such purposes. This fund, unless otherwise designated, may be transferred to the General Fund.

Section II - Education Endowment Scholarship Fund (EESF):    
All monies designated for the Educational Endowment Scholarship Fund of the GFWC Woman's Club of Deerfield Beach, Inc., shall be  designated as a line item in the operating account and may not be used for any other purpose.  Any stock or bonds received for this Educational Endowment Scholarship Fund of the GFWC Woman's Club of Deerfield Beach, Inc., shall be placed in a safety deposit box in the name of E.E.S.F. of the GFWC Woman's Club of Deerfield Beach, Inc.

 

Section III - Member Memorial:
In memory of a deceased member, $25.00 from the General Fund shall be given to the Educational Endowment Scholarship Fund of the GFWC Woman's Club of Deerfield Beach, Inc., in the name of such member. The Corresponding Secretary of the Club shall send a notice of such action to the family of the deceased and shall advise of such action at the next Executive Board Meeting and the General Meeting following.

 

ARTICLE XII MEETINGS

Section I - Meetings:

Section II - Club Birthday:
May 10th shall be recognized as the birthday of the Club and shall be honored at a regular General Meeting.

Section III - Installation:

"I, (name of person), do solemnly swear (or affirm) that I will support, protect and defend the Constitution of the United States, the Constitution of the State of Florida and the Constitution of the Womans Club of Deerfield Beach. I further affirm that I will, well and faithfully, perform the duties of the office of the Womans Club of Deerfield Beach upon which I am about to enter, so help me God. "

 

Section IV – Annual Reports:
All Annual Reports of officers, Departments and Committees shall be given at the Annual Business meeting in April preceding the Installation of New Officers and Committee Appointments.

Section V - Recess:
There may be a summer recess of  Daytime Club meetings during the months of June, July and August. The Evening Division, Departments and Committees desiring to continue their activities may do so.

 

ARTICLE XIII REVISION

Section I - Revision
Bylaws are to be made, altered or rescinded at any General business meeting at which a quorum is present, by a majority vote of the members present, provided all members have been notified in writing at least two weeks before the voting. Notification may be made through the Newsletter, and provision for absentee voting may be made. The effective date of the revisions may be determined in accordance with Federation guidelines and recommendations.

ARTICLE XIV RULES

Section I

Robert's Rules of Order Newly Revised shall be the authority for deciding all points of order and procedure not contained in the Constitution (Charter) and Bylaws.

Section II
A Parliamentarian, as well as an Historian, may be appointed by the Incoming President at the April Annual Business meeting, with the approval of the Incoming Executive Board. Their terms of office shall coincide with that of the President appointing them. They shall assume their duties following the conclusion of the Installation of officers and shall subscribe to the Oath of Office as provided in Article XII - Section III. 

Section III


Revision to the By-Laws of GFWC Woman’s Club of Deerfield Beach  March  2017
By-Laws Revision Committee:
Denise Bogner
Eleanore De Boo
Katie Freitag
Marti McGeary
Mary McKenna

Article III

Article IV

Article V

Article VII

Article VIII

Article X

Article XI: 

Article XII

Article XIV