Club Bylaws

ARTICLE I 

Name of the Corporation: Woman’s Literary Club of Holland. The address of the Woman’s Literary Club of  Holland is Post Office Box 1324, Holland, MI 49422.  

ARTICLE II 

1. Purpose: The purpose for which Woman’s Literary Club of Holland (the “Club”) is organized is for the  promotion and advancement of literary, educational, philanthropic, social and community pursuits by  offering programs to the public and donating funds to the local library and other community  organizations and activities that also promote the same pursuits. 
2. Operations: The Club shall be operated exclusively for charitable and educational purposes as a  nonprofit corporation. No member or director of the Club shall have any title to or interest in the  corporate property or earnings in her individual or private capacity and no part of the net earnings of  the Club shall inure to the benefit of any Director, officer, member or individual. No substantial part of  the activities of the Club shall consist of carrying on propaganda or otherwise attempting to influence  legislation, nor shall the Club participate In or intervene in any political campaign on behalf of any  candidate for public office. 
3. Dissolution: Upon the dissolution of the Corporation, the Board shall, after paying or making  provision for the payment of all the liabilities of the Corporation, dispose of all assets of the  Corporation exclusively for the purpose of the Corporation in such a manner, or to such organizations  organized and operated exclusively for such charitable, educational, religious, or scientific purposes as  shall at the time qualify as an exempt organization or organizations under section 501(c)(7) of the  Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal  Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be  disposed of (by circuit court of the county in which the principal office of the Corporation is then  located) exclusively for such purposes or to such organization or organizations as the court shall  determine which are organized and operated exclusively for purposes. 

ARTICLE III 

Membership and dues 

1. Membership Eligibility is obtained when a prospective member completes the membership application  and pays annual dues. 
2. The membership and fiscal year are from June 1 to May 31 of the following year. C. Dues will be determined by the Board of Directors annually. 

ARTICLE IV 

Policies 

The Board of Directors may, from time to time, adopt formal policies regarding various activities of the Club. 

ARTICLE V 

Board of Directors (Board) 

5.1 Function The Board of Directors transacts the general business of Club and shall act in good faith and in  the best interest of the Club. The Board also recommends projects to the Past Presidents Group which would  benefit the Club and the community. 

5.2 The membership of the Board shall consist of an Executive Board and Standing Committees. It shall be  comprised of: 

1. The Executive Board officers. 
2. Directors who serve as Standing Committee chairs and others appointed by the Board.  C. The immediate past president shall serve as a nonvoting advisor to the Board. 

5.3 Vacancies, Resignations and Removal.  

1. Vacancies
2. The Executive Board Vacancies shall be filled by approval of the current Board. Each person selected  to fill a vacancy shall remain an Officer until a successor has been elected by the Club membership at  the Annual membership meeting.  
3. The Director vacancies shall be filled by approval of the current Executive Board until the Annual  Membership Meeting  
4. Resignations Any Board member may resign from her office at any time. The resignation shall take  effect upon receipt of written notice of resignation by the Board or shall take effect at a later date  specified in the notice of resignation. 
5. Removal
6. The members of the Board may, by simple majority, vote to remove any individual Director from her  position with cause. 
7. The members of the Board may, by a (2/3) two-thirds majority vote, remove an Executive Officer  from her position with cause. 

5.4 Term An elected or appointed position is two (2) years. Any officer or director may serve two (2)  consecutive terms by agreeing to extend her term. The term year is the same as the membership year. 

ARTICLE VI 

Executive Board Officers 

6.1 Designation of Officers The officers of the Club shall be the President, First Vice President, Second Vice  President, Recording Secretary, Administrative Secretary, Treasurer, and Membership Officer. 6.2 Eligibility of Officers No person shall be eligible for office until her second year of membership in the Club.  To serve as President, the nominee shall have served on the Board for one term. 

6.3. Duties of the Officers are implied by their respective titles and more specified as: A. President  

1. shall preside over the meetings of the Club and of the Board. 
2. shall appoint, with the consent of the Board, special committees to conduct the business of  the Club, and shall appoint the chair of each committee. The President shall serve as an ex officio member of all standing committees with the exception of the Nominating Committee. 3. shall appoint the Nominating Committee. (Article VIII Sec 8.1) 
3. shall be responsible for the executive supervision of the activities of the Club and shall  present a report at the Annual Membership Meeting.  
4. shall have authority to sign and execute contracts or other instruments, in accordance with  policies regarding spending limits as set by the Board. 
5. First Vice President is chair of the Program and Publicity Committee, and in collaboration with the  President, appoints that committee. In the absence of the President, she shall assume the duties of  the President.
6. Second Vice President is responsible for reserving the facilities for Board meetings and program meetings, and for coordinating the fall and spring luncheons. In the absence of the President and the  First Vice-President, she shall assume the duties of the President. 
7. Recording Secretary shall keep the minutes of all meetings of the Board and the programs. E. Administrative Secretary is in charge of archives, necrology, maintaining official documents and  papers, and official correspondence of the Club. 
8. Treasurer is chair of the Finance Committee; receives and disburses all monies belonging or donated  to the Club; keeps an accurate account of all financial transactions and submits a monthly report at the  Board meetings and at any time when requested to do so. 
9. Membership Officer develops processes and activities to ensure a smooth membership sign up and  payment and is also responsible for accurately recording and updating the Club membership database  and for supporting strong membership engagement. 

ARTICLE VII 

Committees, Cultural Enrichment and Interest Groups 

7.1 Committee chairs/ Directors 

There are eight (8) Directors. Six (6) chair one of the following committees: Scholarship, Ways and Means,  Communications, Community Outreach, Hospitality and Refreshments. These directors may select their  committee members as needed. Two (2) Directors represent the Club at large and may co-chair a committee. 7.2 Standing Committee chairs shall perform the duties specified in Club policies and job descriptions and as  assigned by the Board and report on them at the end of the Club year. 

Each committee shall meet at the call of its respective chair or of any two members of the committee. The  Club shall have the following standing committees: 

1. Programs and Publicity Committee First Vice President serves as the chair.  
2. Finance Committee Treasurer serves as the chair. 
3. Scholarship Committee shall participate with The Community Foundation of Holland/Zeeland (CFHZ) in  their annual scholarship recipient selection process from the Club’s Kate Garrot Post Education Fund.  D. Ways and Means Committee shall plan and promote activities to maintain the financial stability of the  Club. 
4. Communications Committee shall regularly provide the membership with pertinent information. F. Community Outreach Committee shall annually recommend to the Board local organizations to receive  a donation from the Club.  
5. Hospitality Committee shall be responsible for door hostesses and a guest book. H. Refreshment Committee shall be responsible for providing food and beverages as requested. 

7.3 Special Committees may be created or terminated at any time by the President  7.4 Cultural Enrichment Groups. These groups shall promote interest in visual and performing arts, music, and  literature 

7.5 Past Presidents. All past presidents who continue their membership shall meet yearly at the direction of  the immediate past president. It is their responsibility to: 

1. A. Recommend and underwrite from the Extraordinary Memorial Fund one program during the Club  year 
2. Submit in writing to the Board of Directors recommended project(s) which could benefit the Club and community and be paid from such monies. 
3. The Extraordinary Memorial Fund will be held in the Club treasury, but in a special account.

ARTICLE VIII  

Elections 

8.1 Nominating Committee Operation  

1. Four or more Club members shall be appointed at or before the October Board meeting by the President  with the approval of the Board. 
2. Nominating Committee members are appointed for two-year terms. One half of the committee is  appointed each year. 
3. Once appointed the committee members shall select a chair. 
4. The committee shall submit to the Board the respective Officer and Director slates of candidates at the  March Board meeting.  
5. The Nominating Committee shall present a slate of nominees for the Board of Directors’ and Officers’ positions at the annual membership meeting in April. One slate shall be for the available officer positions.  One slate shall be of the available Director (standing committee chair) positions. 

8.2 Election of Officers and Directors 

1. If a quorum is present, the election of available executive officer and director positions shall take place at  the annual Membership Meeting in April. 
2. The nominating committee will present the slate of candidates and accept nominations from the floor. C. Members making nominations from the floor shall have obtained prior consent from the nominee. All  candidates should also have given their prior consent to serve if elected. 
3. In the event there is only one nominee for each available position and no further nominations from the  floor, by general consent of the membership present, a voice vote for the ticket / slate may replace the ballot  vote. 

ARTICLE IX. 

Meetings and Quorums 

9.1 Regular Meetings dates, times and locations of the Board of Directors will be published annually.  Monthly Club meeting / program times are determined by the Board of Directors and published in the  appropriate publicity. 

9.2 Special Meetings of the Board of Directors may be called by the president or any three members of the  Board of Directors, but in any event, shall not be held less than once a month during the program season. 9.3 The annual meeting shall be held on the third Tuesday in April. A spoken review of the Club year  highlights shall be given. The annual treasurer’s report will be mailed to the membership with the president’s  letter in the summer. 

9.4 Quorum at Meetings.  

1. A quorum is necessary for the transaction of business at a regular or special meeting of the Board B. Each position on the Board of Directors is assigned one qualified vote. 
2. A quorum is 50 % plus (1) one of the Board members with possible “qualified votes” who have “presence in  person” at a meeting. Physical presence at a meeting or participation in a meeting via in-real-time remote  communication shall constitute “presence in person”. 
3. A meeting may be adjourned when there is no quorum present. 

9.5 Appeals. Any four members of the Board of Directors or fifteen members of the Club may appeal a  decision of the Board to the members of the Club at a program or annual meeting after having given four weeks’ notice of such an appeal to the Board of Directors.

ARTICLE X 

Indemnification 

10.1 General 

To the full extent authorized under the laws of the State of Michigan, the SDAC shall indemnify any person  that was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit,  or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other  than an action by or in the right of the corporation, by reason of the fact that the person is or was a director,  officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at the request of  the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another  foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise,  whether for profit or not, for expenses, including attorneys’ fees, judgments, penalties, fines, and amounts  paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or  proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not  opposed to the best interest of the corporation or its shareholders or members, and with respect to a criminal  action or proceeding, if the person had no reasonable cause to believe that the conduct was unlawful. 

The forgoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be  entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise. 

10.2 Action by or in the Right of the Corporation 

To the full extent authorized under the laws of the State of Michigan, the SDAC shall indemnify any person  that was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit,  by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that the person is  or was a director, officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at  the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or  agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or  other enterprise, whether for profit or not, for expenses, including attorney’s fees, judgments, penalties, fines,  and amounts paid in settlement actually and reasonably incurred by the person in connection with the action,  suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in  or not opposed to the best interests of the corporation or its shareholders or members. 

10.3 Changes in Michigan Law If there are any changes in the Michigan Statutory provisions applicable to the  Corporation and relating to the subject matter of this Article, then the indemnification to which any person  shall be entitled shall be determined by such changed provisions, but only to the extent that any such change  permits the Corporation to provide broader indemnification rights than such provisions permitted the  Corporation to provide before any such change. 

10.4 Advancement of Expenses / Compensation 

The Woman’s Literary Club of Holland shall compensate or reimburse for reasonable expenses or services incurred by a director, officer, employee, non-director volunteer, or agent of the corporation or a person that  is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent  of another domestic corporation, foreign corporation, domestic business corporation, foreign business  corporation, partnership, limited liability company, joint venture, trust, or other enterprise, whether for profit  or not, that is a party or threatened to be made a party to an action, suit, or proceeding in advance of final  disposition of the proceeding if the person furnishes the corporation a written agreement, executed  personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did  not meet the standard of conduct, if any, required by this act for the indemnification of a person under the  circumstances.

ARTICLE XI 

Amendments 

Any of these Bylaws may be amended or repealed, and any new bylaw may be adopted, by a simple majority  vote of those entitled to vote at the Annual General Membership Meeting or by ballot mailed (by U.S. mail  and/or electronic transmission, as decided by the Board) to all members with previous written notice of any  amendment provided to the general membership. 

We certify that the members of the Woman’s Literary Club of Holland approved the adoption of the foregoing  bylaws as the Bylaws of this Club, effective on the date written below. 

Dated: __________________________________ 

President: _______________________________ 

Secretary: _______________________________