(Internal Revenue Service E.I.N. No. 42-0698219)
BYLAWS of the DES MOINES WOMEN’S CLUB
Adopted October 31, 2018
ARTICLE I
Name
The name of this organization shall be the Des Moines Women’s Club.
ARTICLE II
Mission
It shall be the mission of this Club to maintain an organized center of thought and action among its members which results in mutual improvement in their lives as well as an enhancement of the life of the community through benevolent and scholarship activities while supporting the mission of the Hoyt Sherman Place Foundation.
ARTICLE III
Members
Any adult interested in the mission of the Club shall be eligible for membership. An applicant for membership shall present an application on the Club’s form accompanied by the payment of dues.
Section 1. There are two classes of membership: active members who pay annual dues of $150 and honorary life members who pay no dues after fifty years of membership.
Section 2. Dues become delinquent August 1. Members not paying dues by September 1 will be dropped from membership without further notice.
Section 3. New members paying dues March 1 or after shall be considered paid for the following fiscal year.
Section 4. All members shall have a vote at the annual business meeting for the election of officers and directors and on any other matter presented to the membership.
Section 5. Twenty-five dollars ($25.00) from the dues of each member shall be allocated for awarding scholarships from the General Scholarship Fund.
ARTICLE IV
Meetings
Section 1. The meetings of the Club shall be held every Wednesday beginning in October and ending on the second Wednesday in May with the annual May Day Party.
Section 2. The annual business meeting of the Des Moines Women’s Club shall be held the first Wednesday of April.
Section 3. Fifty-one (51) members of the Club shall constitute a quorum.
Section 4. The fiscal year shall begin on June 1 and end on May 31.
Section 5. All matters of business which members may desire to bring before the Club shall first be acted upon by the Board, and after Board action, may be brought before the Club for final action by petition of forty (40) members.
ARTICLE V
Elected Officers
Section 1. The elected officers of the Club shall be President, President-elect, Communications Vice President, Fundraising Vice President, Membership Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and nine directors. These officers shall perform the duties prescribed in these bylaws and by the parliamentary authority, Robert’s Rules of Order Newly Revised, adopted by the Club.
Section 2. The officers and three directors shall be nominated by the Nominating Committee and elected by plurality ballot at the annual business meeting held the first week in April. Nominations may also be made from the floor. If there is but one nominee for an office, election shall be by voice vote. New officers will be installed at the first regular meeting in May and assume their duties on June 1. An officer shall serve from June 1 until the following May 31. The directors shall be elected for terms of three years.
Section 3. In the absence of the President, the President-elect shall preside and so on through the order of precedence of the Vice Presidents. The order shall be Communications Vice President, Fundraising Vice President, and Membership Vice President. If any officer is absent on three board meeting days without an accepted excuse, the officer shall be replaced by the Executive Committee. In the event an elected officer resigns, the replacement shall be selected by the Executive Committee.
Section 4. The President shall preside at all meetings of the Club, Board of Directors, and Executive Committee, sign all documentary papers in the name of the Club, and appoint the chairs of departments, special committees, a Parliamentarian, a Newsletter Editor, and a historian. In the event an appointee or chair resigns, the President shall appoint the successor. The President shall facilitate the preparation of the Yearbook. The President shall be an ex-officio member of departments and committees except the Nominating Committee. The President shall be a voting member of the Hoyt Sherman Place Foundation Board. The President shall give a written report to the successor and a copy of the report to the Des Moines Women’s Club Administrative Assistant by June 1.
Section 5. The President-elect shall be an ex-officio member without vote, unless serving as chair, of all departments and committees except the Nominating Committee. The President-elect shall be a voting member on the Des Moines Women’s Club’s Finance Committee and shall be a voting member of the Hoyt Sherman Place Foundation Board. The President-elect is authorized to appoint committee and department chairs for the ensuing year. The President-elect shall give a written report to the successor and a copy of the report to the Des Moines Women’s Club Administrative Assistant by June 1.
Section 6. The Communications Vice President shall oversee all publications including the Newsletter, website, social media and have responsibility for marketing. The Communications Vice President shall coordinate communications from the Des Moines Women’s Club to ensure consistency in the message and uniformity in printed and posted materials.
Section 7. The Fundraising Vice President shall chair the Fundraising Projects Committee and coordinate the committees responsible for the individual fundraising efforts of the Club.
Section 8. The Membership Vice President shall chair the Membership Committee. The Membership Vice President shall coordinate the prospective member events, the Meet the New Members programs, and the Memorial Hour.
Section 9. The three Vice Presidents may serve up to three consecutive one-year terms and then shall be ineligible for reelection to the same position for one year. Each Vice President shall write a report and give a copy to the successor and to the Des Moines Women’s Club Administrative Assistant by June 1.
Section 10. The Recording Secretary shall record the minutes of the Board of Directors and Executive Committee meetings and submit the minutes to the President and President-elect for review. Following review, the Recording Secretary will give the minutes to the Administrative Assistant for distribution. The Recording Secretary shall give a written report and the official minutes book to the successor and a copy of the report to the Des Moines Women’s Club Administrative Assistant by June 1.
Section 11. The Corresponding Secretary shall conduct the social correspondence of the Club and report monthly to the Board of Directors and the Editor of the Newsletter the names of those to whom cards have been sent. The Corresponding Secretary shall give a written report to the successor and a copy of the report to the Des Moines Women’s Club Administrative Assistant by June 1.
Section 12. The Treasurer shall monthly reconcile bank statements for the checking account of the Club, compare bills paid with check register, process payroll, and submit a financial report to the Board of Directors to be incorporated in the Board minutes. The Treasurer, in collaboration with the Finance Committee, shall invest any moneys on hand. The Treasurer shall be a member of the Finance Committee. The Treasurer shall give a written report and transfer the financial records to the successor and give a copy of the report to the Des Moines Women’s Club Administrative Assistant by June 1.
Section 13. The immediate Past President shall serve as a member of the Executive Committee and Board of Directors. The immediate Past President shall be a voting member on the Hoyt Sherman Place Foundation Board.
ARTICLE VI
Executive Committee
Section 1. The members of the Executive Committee shall consist of the elected officers and the immediate Past President. The Parliamentarian shall attend meetings as a non-voting member.
Section 2. The Executive Committee shall conduct the business of the Club that requires immediate attention and perform such duties as the Board shall authorize. The Executive Committee shall hire an Administrative Assistant who shall perform such duties for the Club as identified in the position description.
Section 3. The Executive Committee shall appoint when appropriate an at-large voting member to represent the Des Moines Women’s Club for a three-year term on the Hoyt Sherman Place Foundation Board. This action taken by the Executive Committee shall be reported to the President of the Hoyt Sherman Place Foundation Board of Directors.
Section 4. Regular meetings of the Executive Committee shall be held monthly prior to the regularly scheduled Board meeting with the exceptions of the months of May, July, August, and December. Special meetings of the Committee may be called by the President or by written request of three members of the Executive Committee.
ARTICLE VII
Board of Directors
Section 1. The Board shall be composed of the elected officers, the directors, and the immediate Past President. The Parliamentarian shall attend meetings as a non-voting member.
Section 2. The Board shall establish policies and have general supervision over the affairs of the Club. The Board may recommend that a matter of business be brought before the membership as a whole for final action.
Section 3. At the discretion pf the President and Executive Committee, meetings may be held in person or by any means of electronic communication that permits all persons who are members of the Board and participating in the meeting to both hear and speak. In addition, members of the Board may vote by electronic means on any matter that, at the discretion of the President and the Executive Committee, requires action before the next regular Board meeting, provided, however, that if any member objects to a vote without a meeting, a meeting must be held at which time a vote can be taken. Any action taken by the Board on the basis of individual approval must be ratified by the Board at its next regular meeting.
Section 4. Any action required or permitted by a law or the Article of Incorporation or these Bylaws to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members of the Board of Directors. The Recording Secretary shall file such consents with the minutes of the meetings of the Board of Directors. The action shall be effective when the last director signs the consent and it is ratified by the Board at its next regular meeting.
Section 5. Regular meetings of the Board shall be held on the second Wednesday of each month, with the exceptions of the months of May, July, August, and December. Special meetings of the Board may be called by the President or by a written request of three members of the Board.
Section 6. The majority of the Board shall constitute a quorum, provided one member of the majority is an officer exclusive of the directors.
Section 7. If any director is absent on three Board meeting days without an accepted excuse, director shall be replaced through action of the Board. In the event a director resigns, the replacement shall be selected by the Board.
Section 8. Members of the Board shall assist any committee chair as needed.
ARTICLE VIII
Appointed Positions
Section 1. The Parliamentarian shall be appointed by the President to assist in rulings on points of order and answering parliamentary questions. The Parliamentarian shall conduct the installation of officers at the first regular meeting in May. The Parliamentarian shall serve as a member without vote on the Executive Committee and the Board of Directors.
Section 2. A Historian shall be appointed by the President to compile a history of the current and past activities including, but not limited to, photographs. The Historian shall serve as a member of the Archives Committee.
Section 3. A Newsletter Editor shall be appointed by the President. Each newsletter shall be reviewed by the President and the Communications Vice President before being submitted to publishing.
Section 4. A Website Administrator shall be appointed by the President to maintain the Club’s website.
Section 5. A Social Media Administrator shall be appointed by the President to maintain the Club’s social media presence.
ARTICLE IX
Departments
Section 1. There shall be the following departments: Antiques and Treasures, Art, Drama, History and Travel, Life/Style, Literature, Music, and Public Affairs. Such other departments may be created by the Board as it deems necessary.
Section 2. The chair of a department shall have been a member of the Club for one year.
Section 3. Each department shall plan programs for its designated dates before the start of the Club year according to the yearly calendar prepared by the President and Administrative Assistant in collaboration with the Executive Director of the Hoyt Sherman Place Foundation. A budget amount shall be provided for expenses of each department.
Section 4. Department chairs shall be responsible for furnishing an article concerning each planned program of the department to the Newsletter Editor to be printed in the Newsletter.
ARTICLE X
Standing Committees
The President and committee chairs shall follow the member preference sheets in making assignments to committees, adding additional members as needed. The President shall appoint all Standing Committees not otherwise prescribed and all special committees. A member appointed to a Standing Committee for a term of more than one year shall be considered to be on a rotating scale toward service as chair of that committee the last year of the term. Such committees, standing or special, shall be appointed by the President as the Board shall from time to time deem expedient to carry on the work of the Club. Each committee chair shall give a written report and transfer the committee records to the successor and give a copy of the written report to the Des Moines Women’s Cub Administrative Assistant by June 1.
Section 1. An Archives Committee shall be responsible for organizing, cataloging, and preserving the records and documents of the Des Moines Women’s Club.
Section 2. An Art Exhibition Committee shall have supervision of the annual Art Exhibition. One member shall be appointed for a term of three years and serve as chair the third year. The chair shall appoint subcommittees as needed.
Section 3. A Bylaws Committee with a minimum of four members, one of whom shall be a Director and one shall be the Parliamentarian, shall consider, edit, and correlate such amendments as it may originate and as are referred to by the Board, committees, officers, or members. This committee shall then report the proposed amendments to the bylaws and/or standing rules to the Board of Directors for action.
Section 4. A Christmas Decorating Committee shall decorate Hoyt Sherman Place for the holiday season.
Section 5. A Club Program Committee of three members shall complete arrangements for paid programs in the coming year. One member, who shall serve as chair the third year, shall be appointed shall be appointed each year for a term of three years. No member of this committee shall be eligible for reappointment for a period of two years following years of service.
Section 6. A Finance Committee shall consist of the elected Treasurer, the President-elect, and three additional members. One member shall be appointed each year for a term of three years and serve as chair the third year. The committee, in collaboration with the Treasurer, shall invest any moneys on hand. It shall be the duty of this committee to prepare a budget for the fiscal year and report it to the Board for approval at its regular meeting in June. Information regarding the current status of the budget shall be reported throughout the year.
Section 7. A Food/Caterer Committee composed of three members shall with the guidance of the President select menus for all Club luncheons, excluding Special Events, and shall, if necessary, secure the services of a caterer. The President shall act as the liaison between this committee and the Administrative Assistant who shall communicate all food-related issues to the caterer. One member shall be appointed each year for a term of three years and serve as chair the third year.
Section 8. A Fundraising Projects Committee including Fundraising Vice President as chair, the President-elect, the chair of the Finance Committee, and the chairs of the Fundraising Project Committees. This committee shall meet throughout the year to arrange fundraising projects for the ensuing Club year and report these events to the Finance Committee by February 1. All interested Club members shall be invited to attend.
Section 9. A Hospitality Committee shall greet members, promote friendship, and assist at the luncheons and other functions. The committee shall arrange for weekly invocations, seating at the President’s Table, and table decorations. The chair shall appoint chairs of subcommittees as needed.
Section 10. An Interior Decorating Committee shall place seasonal arrangements and decorations throughout Hoyt Sherman Place and on the mezzanine.
Section 11. An Internal Audit Committee composed of three members shall annually and periodically review the financial records of the Club. They shall report their findings to the Board of Directors at the September Board meeting and meet with the Finance Committee regarding Committee activities, issues, and related recommendations as the Committee may deem necessary. One member shall be appointed each year for a term of three years and one member shall serve as chair the third year.
Section 12. A Luncheon Cashiers Committee composed of six monthly committees shall collect payments for the weekly luncheons.
Section 13. A May Day Committee shall have the responsibility of planning the May Day Party and shall decorate Hoyt Sherman Place for the May Day event.
Section 14. A Membership Committee, including the Membership Vice President as chair, shall promote memberships, introduce new members, and orient them to the Club. This committee shall also be in charge of prospective member events to be held each year in the fall and spring.
Section 15. A Scholarship Committee shall be responsible each year for awarding Des Moines Women’s Club scholarships in the areas of Art, Drama, Literature, and Music, and the special memorial scholarships to recipients selected by the scholarship subcommittees. One member shall be appointed each year for a term of three years and serve as chair the third year. The chair of the Scholarship Committee shall appoint chairs of the subcommittees of Art, Drama, Literature, Memorials, Music, and others as needed.
Section 16. A Docent Committee shall recruit, train, and provide docents for special events at the Club and for the Hoyt Sherman Place Foundation.
Section 17. A Scholarship Adherence Committee shall review all of the scholarship folders each April to ensure compliance and to determine availability of scholarships for the next year. The Committee shall include a representative from the Finance Committee, a representative from the Scholarship Committee, a representative from the Internal Audit Committee, and others as needed.
ARTICLE XI
Nominating Committee
Section 1. A Nominating Committee shall consist of a former Director as chair and a current Director as vice-chair, appointed by the President, and three (3) additional members, nominated by the Board of Directors and elected by ballot with plurality vote at the June Board meeting. Members shall be eligible to serve on the Nominating Committee once every three years.
Section 2. The Nominating Committee shall nominate a candidate for each office to be filled by election in April and report this slate of officers to the President and President-elect by March 10. The President shall mail written notice of the annual meeting with the agenda and the proposed slate of officers by March 18. All candidates shall have consented to serve if elected. A nominee for any office may be suggested to the Nominating Committee by Club members not later than February 10. A member of the Nominating Committee shall be ineligible to be nominated for an office during the year the member serves on the Nominating Committee.
Section 3. The minimum requirements for office are as follows: the President-elect, the Vice Presidents, the Secretaries, and the Treasurer shall have served one year on the Board. A director shall have been a member of the Club for one year. A director is eligible for reelection one year after expiration of a term. No member shall hold more than one elected office at any one time. An officer who has served more than half a term is considered to have served a full term in that office.
Section 4. It shall be the duty of the Nominating Committee to serve on election day in the event there are nominations from the floor. The Nominating Committee chair shall read the names of all candidates for office. The President shall conduct the election.
Section 5. The Nominating Committee chair shall give a written report to the successor and a copy of the report to the Des Moines Women’s Club Administrative Assistant by June 1.
ARTICLE XII
Investment Funds
Des Moines Women’s Club funds shall be invested in accordance with the Policies for Financial Management and Investment Strategies developed by the Finance Committee and approved by the Board of Directors. Safety and preservation of principal are primary concerns and aims for investment funds.
Scholarships and Other Investment Funds:
Section 1. A General Scholarship fund shall consist of designated memorial and remembrance contributions and designated gifts donated to the fund, plus the accumulated net income. The purpose of this fund is to provide for the four club scholarships: Art, Drama, Instrumental Music, and Literature.
Section 2. Liselotte Gurau Memorial Scholarship Fund. The fund was bequeathed in the amount of Twenty Thousand Dollars ($20,000). By direction of the donor, the net income is to be used to provide one or more scholarships for the purpose of assisting deserving women in obtaining education or training preferable in health-related fields at a level beyond that of secondary public schools. Income received and not awarded or distributed may be held as accumulated income and disbursed later or at the discretion of the DMWC, accumulated income may be transferred to and added to the corpus.
Section 3. Olive C. Riddell Memorial Scholarship Fund. The fund was bequeathed in the amount of Twenty-two Thousand, Five Hundred Eighty-two Dollars and Thirty-seven Cents ($22,582.37). By direction of the donor, only net income earned by said fund shall be used for scholarships primarily to assist in the higher education of young women.
Section 4. Lois E. Dell Memorial Scholarship Fund. The fund was bequeathed in the amount of Twenty-two Thousand, One Hundred Twenty-nine Dollars and Ninety-five Cents ($22,129.95). By direction of the donor, the funds shall be used for scholarships for deserving women.
Section 5. Rose Lorenz Schwartz Fund. The fund was bequeathed in the amount of One Hundred Five Thousand, Six Hundred Seventy-seven Dollars and Ten Cents ($105,677.10). By direction of the donor, net income only is to be used for music, dance, or performing arts scholarships.
Section 6. Helen McEwan Scholarship Fund. The fund was bequeathed in the amount of Forty Thousand, Five Hundred Ninety-five Dollars and Seventy-seven Cents ($40,595.77). By direction of the donor, only net income earned by said fund shall be used for scholarships pertaining to education.
Section 7. Thelma French Kappelman Scholarship Fund. The fund was bequeathed in the amount of Twenty-five Thousand, Seven Hundred and Eighty-five Dollars ($25,785.00). By direction of the donor, one-half of the net income shall be used annually to provide a scholarship for a graduating high school senior in the pursuit of a college degree.
Section 8. Marjorie O’Braza Memorial Scholarship Fund. The fund was bequeathed in the amount of Two Hundred Thousand Dollars ($200,000). By direction of the donor, only net income earned on the principal shall be used for scholarships. The DMWC designated the funds be used to award one scholarship for Vocal Music and four STEM (Science, Technology, Engineering, or Math) scholarships to graduating high school seniors pursuing further education.
Section 9. Ann McColley Family Scholarship for Veterinary Medicine Fund. The fund was bequeathed in the amount of Fifty-five Thousand, Seventy-one Dollars ($55,071). By the direction of the donor, the funds are to be used for a scholarship for a woman studying Veterinary Medicine at Iowa State University.
Section 10. Studebaker Fund. The fund was bequeathed in the amount of One Hundred Fifty Thousand Dollars ($150,000). The funds are to be used for the purposes of presenting excellent musicians or speakers for the benefit of the Club members and the local community. The DMWC has designated this fund to be used to subsidize the expense of Opening Day and May Day programs.
ARTICLE XIII
Dissolution
In the event it becomes necessary to dissolve the corporation known as the Des Moines Women’s Club, all assets and acquisitions received or acquired after April 5, 1995, except moneys held in perpetuity for designated scholarships, shall automatically be transferred to the Hoyt Sherman Place Foundation.
ARTICLE XIV
Parliamentary Authority and Handbook
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Club may adopt. A Handbook defining the duties of elected and appointed positions as well as procedures to be followed is available on line.
ARTICLE XV
Amendments
Section 1. These bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds vote, provided the amendment has been submitted in writing at the previous regular meeting of the Board. The Board may take final action on or recommend the proposed amendments to the membership. A two-thirds vote of those present shall be considered approval. When major revisions are made to the bylaws, the Board must recommend the proposed amendments to the membership for final approval. A two-thirds vote of those present shall be considered approval.
Section 2. A section of an Article in these bylaws or an entire Article if it consists of only one section may be suspended by a two-thirds vote at any regular meeting of the Board of Directors. The suspension must have been submitted in writing as a recommendation from the Executive Committee at the previous Board meeting. The suspension would expire after the vote is taken on the business for which the suspension was granted; or if no vote is taken, at the conclusion of the Board meeting at which the suspension was granted.