Bylaws - Professional Saleswomen of Nevada
Article I – Organization
A. This organization shall be know as the “Professional Saleswomen of Nevada”
B. The geographical area covered by this organization shall be identified as Northern Nevada and adjacent areas.
Article II – Mission
The Mission of this organization shall be as follows: Our mission is to attract the finest professional saleswomen in the community for the purposes of enhancing the profession of sales, furthering sales development and building a network of success minded women sharing a common interest.
Article III – Membership
Membership in professional saleswomen of Nevada is for an individual, not an organization. To achieve the purposes of the organization, there is no discrimination in individual membership because of race, religion, sex, age, national origin, disability, or veteran’s status.
A. Application for Membership. Application for membership shall be made in writing on a form provided by the Organization.
B. Payment of Membership dues.
1. Annual dues shall be payable annually from date of joining.
2. Membership dues may be changed by means of regular voting procedures by a majority vote of a quorum of the Board of Directors. The annual dues must accompany new membership application.
Article IV - Officers and Board of Directors
A. The Board of directors shall consist of five elected officers of the organization the immediate past President and other duly appointed committee directors.
B. The elected officers of the organization shall consist of a President, a Vice President, a Secretary, and a Treasurer.
C. The Management of the Organizations affairs and the development and guidance of its program of activities shall be the responsibility of the board of Directors of the Organization. The term of the office for officers and other members of the Board shall be for one year beginning January 1st.
D. At least sixty (60) days prior to the expiration of the terms of officers and member of the Board, the President shall appoint a nominating committee of three members and issue a call for nominations. The committee’s nominations for officers and Board members shall be reported to the Board of Directors for approval.
The approved nominations shall be presented to the membership for election.
E. All members in good standing shall have a voice and vote in the affairs of the organization and shall be eligible to hold office. Voting will take place at a regular meeting on matters calling for a decision by the membership.
Article V- Duties of Officers and the Board of Directors
A. The President shall:
1. Preside at all meeting of the organization and of the Board of Directors.
2. With the approval of the Board, the President shall appoint the Nominating Committee and such other committees, as the President deems necessary or appropriate for carrying on the activities of the organization.
3. Send the agenda to the Board Members prior to the Board Meeting.
4. Assist with the coordination of the Sales Woman of the Year Event.
5. Represent Professional Saleswomen of Nevada at community functions.
6. Write Presidential message for Newsletter
B. The Vice President Shall:
1. In the absence of or temporary incapacity of the President the Vice-President will perform the functions of the President.
2. Perform such other duties as may be assigned by the Board of Directors.
C. The Secretary Shall:
1. Keep an accurate record of all Board of Directors meetings.
2. Have custody of a copy of official documents.
3. Have available at all meeting up-to-date copies of the organization bylaws and standing rules.
4. Give notice of all meeting as directed by the President, this may be completed via e- mail and/or mailing reminders to members and selected guests.
5. Conduct the correspondence of Professional Saleswomen of Nevada in accordance with the direction of the President and/or the Board of Directors.
6. Perform such other duties as may be assigned by the Board of Directors.
D. The Treasurer shall:
1. Be responsible for the receipt, custody, and disbursement of all funds, subject to the control and review of the Board of Directors.
2. Prepare and submit to the Board of Directors a monthly financial report and proposed budget for the upcoming year. The fiscal year of the organization
3. Keep a complete and accurate record of the organizations paid membership in conjunction with the membership committee.
4. Receive and proc ess all applications for membership, including, reinstatements.
5. Perform such other duties as may be assigned by the Board of Directors.
E. Any officer unable to perform the duties of the office for any reason whatsoever for a period of more than 60 days shall submit a resignation in writing to the Board of Directors. If the Board of Directors determine that any officer has failed to perform the duties of the respective office for a period of 60 days, or misses 2 consecutive meetings, and after an official vote at that time, the Board of Directors may request the resignation of such officer from the respective office. If such resignation is not received by the Board of Directors within 10 days after such resignation has been requested, the Board of Directors is empowered to and shall thereupon declare such office vacant and such shall be filled in accordance with the provisions in the Section.
F. All records pertaining to the office are the property of the organizations. Each officer shall within 20 days after the end of the terms of the office transfer to the successor the files and records of the office. The Treasurer shall within 30 days after the end of the term of office deliver the books and records of the office to the person or persons appointed to make the audit.
G. Vacancies: Should there be a vacancy in the office of the President, the Vice-President shall complete the unexpired term.
H. In the event of a vacancy of any other position, the Board of Directors shall appoint a member to fill the office.
Article VI-Board of Directors
Section 1. Composition. The Board of directors shall be composed of the officers and Committee Directors, of the organization.
Section 2. Meetings. Regular meetings of the Board of Directors shall be held as designated by vote of the Board of Directors. Special meetings may be called by the President or by a majority of the Board of Directors.
Section 3. Quorum. A majority of the Board of Directors shall constitute a quorum for any meeting. A vote of the majority of those present and voting, a quorum being present, shall constitute effective action.
Section 4. General
A. The board of Directors shall carry out the policies and Mission of Professional Saleswomen of Nevada and conduct the business of the organization between regular meetings in accordance with the provisions of these Bylaws.
B. Board decisions and announcements are released by the President to the membership at or before the next regularly scheduled meeting.
C. The Board of Directors will amend and approve the standing rules yearly following the installation of officers. The standing rules when approved will be distributed to the members. A member may request an amendment to the standing rules at any time by submitting a written request to the Board of Directors.
D. The Board of Directors is authorized to spend a maximum of $100 each fiscal year to cover fees/costs of events which they feel would be advantageous to the organizations, provided there are sufficient funds and membership participation to fulfill such commitment, if it has not been possible to get a consensus from the membership.
Article VII - Committees
Section 1. Standing Committees. Standing Committees shall be composed of a Director, appointed by the President with Board Approval, and two or more members selected by the Director. The standing Committees are as follows:
A. The Budget and Finance Committee
B. The Newsletter Committee
C. The Membership Committee
1. Sub Committee/ Mentoring Committee
D. The Program Committee
1. Sub-Committee/ Special Events Committee
E. The Nominating Committee
F. The Networking Committee
G. The Sales Woman of the Year Committee
H. The PSN Web-site Coordinator
Section 2. Special Committees. Special Committees may be appointed when deemed necessary by the Board of Directors.
Section 3. Responsibilities of Committees;
A. All committees shall be directly responsible to the board of Directors and shall submit all plans to the Board of Directors for approval prior to execution.
B. Within 30 days after the conclusion of their appointment, all committees shall transfer their files to the successor or as directed by the Board of Directors.
C. Upon approval of the board of Directors, the President may declare a committee Directorship vacant because of nonperformance of duties and appoint a successor in other office, nominations shall be made from the floor for a member to fill the vacancy for the unexpired term.
D. The Director of all Standing committees must receive prior approval of the Board of Directors for any expenditure or project contemplated over the annual budget amount.
Article VIII - Amendments
A. Proposed amendments to these bylaws may be initiated by the Board of Directors or upon written petition signed by at least 25% of the members in good standing of the organization. Amendments initiated by petition shall be addressed to the President for submission to the organization membership.
B. One of the methods named in the following sections of this article shall be used to change the Bylaws of the Organization.
1. The bylaws may be amended by two-thirds of voting members present at a general meeting circulated in writing at least ten (10) days prior to such meeting of the members. Unless otherwise specified all such amendments shall become effective on the date of the vote.
2. The Bylaws may be amended by two-thirds of the Directors present at a meeting of the Board of Directors, provided such proposed amendment is circulated in writing at least ten (10) days prior to such a meeting of the Board. Unless otherwise specified all such amendments shall become effective on the date of the vote.
Article IX - Organization Meetings
Section 1. Regular and Annual Meetings
A. Regular meetings of this organization shall be held monthly. The date shall be the second Tuesday of each month.
B. The election of officers for this organization shall be at the Annual Meeting held in September.
C. Officers shall be installed at the October meeting and work with current Officers to prepare for coming year.
Section 2. Special Meeting. Special meetings may be called by the President, by the majority of the Board of Directors, or by one-third of the membership, provided notice specifying the principal business of the meeting is given to all members at least ten (10) days prior to the date of the special meeting.
Section 3. Quorum. One-fourth (25%) of the organization, membership shall constitute a quorum for any regular or special meeting.
Article X - Audit
Section 1. Financial audit. A qualified person or persons appointed by the Board of Directors shall make an audit of the organization’s financial records. Such audit shall be completed within ninety (90) days of the close of the fiscal year. A written report covering the audit submitted to the Board of Directors, and the records transferred to the Incumbent Treasurer.
Section 2. Vacancy of the Office of Treasurer. In the event of a vacancy in the office of the Treasurer, a qualified person or persons appointed by the Board of Directors shall make an audit of the Organization. Such audit shall be completed within 30 days after receipt of the records. A written report covering the audit submitted to the Board of Directors and the records transferred as directed by the Board of Directors.
Article XII - Dissolution
A. Procedure as provided by the law of the state of the incorporation, the Organization may be dissolved at a meeting of the membership called for this purpose by the Board of Directors. A resolution of dissolution may be adopted by receiving at least two-thirds of the votes entitled to be cast by the members present or, no withstanding other provisions, represented by proxy at the meeting.
B. Upon the dissolution of the organization, assets shall be distributed for one or located, exclusively for such purposes or to such organization or organizations, as more exempt purposes within the meaning of section 501 (C) (3) of the Internal Revenue code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then said Court shall determine which are organized and operated exclusively for such purpose.
Article XIII - Purpose
“This organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in ( including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of this document, the organization shall not carry on any activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.”