Women’s Leadership Conference
Revised January 9, 2017
Article I: Names
Section 1. The name of the organization shall be Women’s Leadership Conference (hereinafter WLC).
Subsection 1. Also known as WLC of SO
Section 2. The WLC operates as a program of Southern Oregon University within Outreach and Engagement (hereinafter SOU). It shall operate in conformity with the appropriate laws of the State of Oregon and policies of SOU.
Article II: Purpose
The mission of the WLC is to foster leadership in business, government, and non-profit organizations
that more fully reflects our community. This purpose shall be achieved through an annual conference and other educational, training and networking activities organized by the WLC Board.
Article III: Board
Section 1. The WLC Board shall supervise, control, and direct the activities of the WLC, pursue its purposes, and determine its policies, consistent with the policies of SOU. It shall maintain a record (i.e. handbook or google doc) of current rules, policies and procedures which shall be available for inspection by the general public through the SOU employee who serves on the Board.
Section 2. The Board will include up to six directors, in addition to the officers, to complete the Board of directors’ membership. The directors shall serve a term consisting of 3 years on the Board (this can include moving into an officer position for 1-2 years of their term). Upon completion of a three-year term, a director or officer shall not be eligible for selection for one calendar year.
Section 3. A simple majority of Board members (officers and directors) is required for passage of a motion. In person and/or electronic vote will be accepted.
Section 4: Board Officer Selection:
- Selection of new officer candidates shall take place once a year in January/February.
- By the end of February each year the Past President (Nominating Chair) and two committee members (which the Past President selects), one of whom will be a former Board member will form a nominating committee. The Board shall provide the nominating committee with a description of the talents sought in new officers. The nominating committee will return to the Board, no later than March 15, a slate of candidates who meet the Board-established criteria. The nominating committee will have confirmed the availability of each nominee to serve if selected.
- The Board will affirm its choice of nominees by vote at a Board meeting in April.
- New officers will be seated effective June 1, and shall serve a three-year term ending May 31.
Section 4a: Board Director Selection:
- Selection of a new director will be determined by the existing Board.
- The existing Board will affirm its choice by majority vote by July 1.
- New directors will be seated at the July Board meeting and shall serve a three-year term ending June 30.
Section 5: A director’s or officer’s position shall be deemed vacant for any of three reasons:
- The director or officer is absent from two consecutive Board meetings AND the Board elects to vacate the position by a majority vote of directors at a regular or special Board meeting at which a quorum is present ; OR
- The director or officer provides written notice of resignation to the Board President; OR
- SOU refuses to accept the volunteer services of the director or officer.
The remaining officers may vote to fill the mid-year vacancy or officers may leave the position vacant until the next regular selection of Board members.
Section 6: Minutes of Board meetings shall be kept as the record of the business conducted. Minutes shall be maintained along with a WLC record (i.e. handbook/google doc) (per Article IV, Section 1) by the Board Secretary.
Article IV: Officers
Section 1. The Board shall have six officers: President, Vice President of the Conference, Vice President of Year Round Education, Vice President of Marketing, Secretary and Treasurer. This group is referred to as the Executive Committee. One officer must be a SOU employee and shall be responsible for ensuring the Board operates in conformity with SOU policies. The Board will include up to six directors, in addition to the officers. (See organization chart)
Section 2. Officers are elected by majority vote by the existing Board at its first organizational meeting in April. They shall serve a term, which consists of one year in that position beginning June 1. After completion of her/his term, the President shall be ineligible for that office for three years.
Section 3. Past President will serve as an honorary Board member. This is not an elected position. The Past President will lead the advisory Board and nominating committee. In the event of a tie vote, the Past President will be the deciding vote. This is the only circumstance in which the Past President will vote.
Section 4. The Board may provide for the duties of its officers by motion. (see organizational chart with duties)
Article V: Parliamentary Authority
When not specifically enumerated in these Bylaws or by Board rule, Robert’s Rules of Order Newly Revised, current edition, shall be the parliamentary authority for conduct of meetings of the Board.
Article VI: Finances
Section 1. The funds of the WLC shall be held and disbursed by SOU and/or the Southern Oregon University Foundation (SOUF) according to procedures established by these organizations. The Treasurer shall obtain regular financial reports from SOU and provide that information to the Board.
Section 2. The WLC shall operate under a budget adopted annually by its Board and approved by SOU. No WLC Board member has authority to commit funds unless approved in advance by SOU. All disbursement of funds must follow standard SOU procedures for the spending of funds. (see expenditure policies)
Section 3. All WLC funds shall be subject to the standard SOU assessment on gift, grant, or program income.
Article VII: Revisions to the bylaws
These bylaws may be adopted, amended, or repealed by the vote of the officers then in office. They may not be amended more than twice a year (June 1- May 31).
Article VIII: Dissolution
By decision of SOU executive leadership, or by a two-thirds vote of the Board, the WLC may be dissolved or merged with another similar organization or program conducting substantially the same activities. Any remaining WLC gift or grant funds will be spent for the purpose they were provided, congruent with SOU policies.