BYLAWS

ARTICLE I – Name and Mission

Section 1.        Name.

The name of this organization shall be The Dallas Summit.

Section 2.        Mission.

The Dallas Summit is to serve as an influential force in Dallas so that women are full participants in decision-making processes to create a whole, just, and abundant community.

ARTICLE II - Administrative

Section 1.        Fiscal Year.

The fiscal year shall be from June 1 through May 31.

Section 2.        Policies.

The Board of Directors of The Dallas Summit may, from time to time, adopt or amend written policies to give effect to these Bylaws.

ARTICLE III - Membership

Section 1.        Categories of Membership.

a.      Active.

Active members of The Dallas Summit shall demonstrate ongoing interest through participation in two (2) Dallas Summit activities and by paying annual dues by the deadline specified in the Dallas Summit Operating Policies. For more information regarding deadlines for paying dues and fulfilling attendance requirements, please refer to the Operating Policies of the Dallas Summit which can be found at www.dallassummit.org.

b.      Associate.

Associate membership may be granted by the Board of Directors to an Active member, in good standing, after three years of membership. An Associate member will pay annual dues, will not be counted in the Active membership headcount, and will not be a voting member. An Associate member will receive all Dallas Summit communications, may attend any Dallas Summit activity, and may second the nomination of a candidate for membership. At its discretion, the Membership Committee may recommend Associate status for members who request it.

c.       Emeritus.

Emeritus membership may be recommended from time to time by the Membership Chair and approved by the Board of Directors.

The Board of Directors shall, from time to time, have the authority to create such additional categories of membership as deemed desirable.

Section 2.          Nomination and Election of New Members.

a.      Procedure for Membership.

Prospective members shall be nominated in accordance with the policies adopted by the Board of Directors.

b.      Election to Membership.

New members are elected at a membership meeting.

Section 3.        Membership Obligations.

A member shall be considered in good standing if all membership obligations of the Dallas Summit are fulfilled annually, as defined by the Board of Directors, including but not limited to:

a.      the timely payment of dues and any other financial obligations (all membership categories).
b.      attendance at a minimum two (2) Dallas Summit activities (Active members).

Section 4.        Membership Dues.

Annual dues shall be determined by the Board of Directors.

Section 5.       Termination of Membership.

a.  The Board of Directors may terminate a member for:
b.   Failure to pay annual dues or any special assessments or fees, approved by the Board of Directors, in full by the deadline specified in the Dallas Summit Operating Policies or a date approved by the Board.
c.   Failure to attend a minimum of two (2) Dallas Summit activities each fiscal year.
d.      By a vote of two‐thirds of the Board of Directors, a member may be removed from membership
in The Dallas Summit with or without cause.

ARTICLE IV – Board of Directors

Section 1.         Composition.

The Board of Directors shall be comprised of the officers of this organization, the immediate Past President, and the Standing Committee Chairs. The officers of The Dallas Summit shall be President, President‐Elect, Secretary, and Treasurer.

Section 2.        Meetings.

The Board of Directors shall meet regularly during the fiscal year.

Section 3.        Quorum.

A quorum of the Board of Directors shall be defined as a simple majority. In the event there is not a quorum at a Board meeting, items needing approval may be distributed and voted upon via email.

Section 4.         Eligibility and Elections.

a.      All candidates for Officer or Committee Chair positions must be in good standing at the time of their consideration and must maintain this status throughout their term as a member of the Board of Directors.
b.      All candidates must be Active members who have completed one (1) full fiscal year of membership.
c.       A slate of officers and Standing Committee Chairs, and proposed members of the Nominating Committee, shall be presented by the Nominating Committee to the general membership for election at the Annual Business meeting.
d.      The term of office is from June 1 through May 31.
e.      The Nominating Committee shall consist of the Immediate Past President, who serves as chair, and at least four Active members nominated by the Nominating Committee. The President and President‐Elect shall serve as ex‐officio members of the Nominating Committee. No member may serve two consecutive years on the Nominating Committee. If the Immediate Past President is unable to serve, the Nominating Committee will elect one of its own as the chair.

Section 6.        Vacancies.

a.      A vacancy occurring in an elected office during the year shall be filled by the Nominating Committee and affirmative vote of the Board of Directors for the unexpired term, provided there are at least four (4) months remaining in the term.
b.      When a vacancy (less than four (4) months) occurs for an elected officer, the president will appoint one of the board members to assume those responsibilities.

Section 7.          Other Authorities of the Board.

The Board may retain an Administrator to handle administrative functions for the organization.

ARTICLE V -  Duties of Officers

Section 1.         President.

The President shall preside at all meetings of the general membership and of the Board of Directors, and perform any other duties pertaining to such office.

Section 2.         President‐Elect.

The President-elect assumes the duties of the President in the temporary absence of the President, and performs any other duties as assigned by the Bylaws and the Board of Directors. The President- elect automatically succeeds to the presidency for the next term.

Section 3.        Secretary.

The Secretary shall record the transactions of all meetings of the general membership and of the Board of Directors. The Secretary shall perform all other duties usually pertaining to such office.

Section 4.        Treasurer.

The Treasurer shall hold in trust all funds, securities, and assets of the organization. The Treasurer shall present the annual budget to the Board of Directors for approval, maintain and oversee the budget, provide regular financial reports to the Board, pay all invoices for approved budget items, and issue all checks deemed appropriate as authorized by the President.

ARTICLE VI – Standing Committees

Standing Committees shall be:

a.                  Membership
b.                  Programs
c.                   Nominating
d.                  Retreat
e.                  Historian
f.                    Communications
g.                  No Host Events
h.                  Any committees the Board of Directors deem necessary to conduct business

ARTICLE VII – Meetings of the General Membership

Section 1.

The membership shall meet at least once per fiscal year. The Board of Directors may call additional general business meetings.

Section 2.

One general membership meeting shall be designated as the Annual Business meeting.

Section 3.

Special meetings of The Dallas Summit may be called by the President or by at least one‐tenth (1/10) of the members upon petition to the Board of Directors.

Section 4.

A quorum at any general meeting shall consist of 25% of the Active members.

ARTICLE VII – Parliamentary Authority

The rules contained in Robert’s Rules of Order, Newly Revised, shall govern this organization in all cases in which they are not inconsistent with these bylaws.

ARTICLE IX – Amendments

These bylaws may be amended by a two‐thirds vote of all members present and voting at any regular membership meeting. Written notice to amend must be given to the Board of Directors at least one meeting prior to the regular meeting and postmarked, e‐mailed, or faxed to members at least seven days prior to the meeting.

Amended:5-19-21


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