ARTICLE I NAME

The name of the corporation is INTERNATIONAL WOMEN’S FORUM MISSISSIPPI, INC.
(“Forum”)

ARTICLE II PURPOSE

The purpose of the Forum is to bring together a statewide, diverse group of influential women of significant and diverse accomplishments and to provide them with a forum for the exchange of ideas and experiences so that they may be made aware of their counterparts in other fields and ascertain mutual interests and attitudes.

The Forum seeks to foster associations among preeminent women to enable them to exert their influence and to seek the empowerment of women throughout the state, region and nations. To further this purpose, the Forum may affiliate with the International Women’s Forum, Inc.

ARTICLE III MEMBERSHIP

Section1 Eligibility

Women of significant and diverse accomplishments who reside or work in the State of Mississippi and who have attained recognition in their respective fields are eligible for nomination by the Nominating Committee, in accordance with the procedures and criteria established by these Bylaws and the Executive Committee.

Nominees shall subscribe to the purpose of INTERNATIONAL WOMEN’S FORUM MISSISSIPPI, INC. and the International Women’s Forum, Inc.

Section 2 Number of Members

The minimum number of Forum members shall be no fewer that twelve (12).

Section 3 Election to Membership

Prospective members shall be placed in nomination for membership by the nominating Committee and elected into membership by two-thirds (2/3) vote of the active members, by mail ballot or by electronic ballot.

Section 4 Classes of Membership
The Forum shall have four (4) classes of members.
Active:
Active members have full voting rights and are required to pay the established dues.
They are required to attend at least two (2) functions of the Forum each calendar year. A function is broadly defined to include committee meetings and official State or international functions as well as Forum meetings. Upon specific prior request the President may excuse the member from the requirement.

Corresponding:
An active member in good standing may, for any reason, request corresponding member status for a one (I) year period, which may be granted by the Executive Committee, in its discretion. The status may be renewed for a second year but may not exceed two (2) years. ·

Corresponding members pay a reduced level of dues, as determined by the Executive Committee, which must cover the mailing costs and dues to the International Women’s Forum, Inc. They shall have no voting privileges, nor are they bound by attendance requirements, but they may attend meetings.

A corresponding member may be reinstated to active status by payment of a $100 reinstatement fee and the current dues.

Honorary:
Honorary members include persons nominated for membership as such by the Nominating Committee and elected into honorary membership by two-third (2/3) vote of the active members.

Honorary members may attend meetings but have no vote, pay no dues and have no attendance requirements.

Inactive/resigned: An active member may become inactive/resigned by informing the secretary of her intentions by mail or by e-mail. No dues will be refunded. If at any time an inactive/resigned member requests active member status, the status of active will be reinstated if the member resigned in good standing.

The inactive/resigned member pays current dues and a reinstatement fee of $100.00.

Section 5 Dues

The annual dues for active members of the Forum shall be established from time to time by the Executive Committee and shall be due and payable in January upon notification by the Treasurer. Alternatively, dues may be paid in two installments made in January and July.

Section 6 Loss of Membership Status

Failure to pay dues within sixty (60) days of the January 31st due date or, if paying in two installments, the July 31st due date and after a second notification shall constitute good cause for removal from Forum membership. ‘

Any member who for one (1) year fails to meet the attendance requirements in Article III, Section 4 without excuse may be removed from Forum membership.

A member determined to have acted in a way damaging to the Forum may be removed from Forum membership.

Terminations of memberships require a two-third (2/3) vote of the Executive Committee.

Notification of termination shall be sent by certified mail. The member shall have the right to appeal the termination in writing to the active members and membership shall be reinstated upon two-third (2/3) vote of the active members.

Article IV, Section 6 provides procedures for appeal of an Executive Committee decision.

ARTICLE IV MEMBER MEETINGS

Section 1 Types of Meetings

Annual:
The Annual Meeting shall be held in the fall at a time, date and place determined by the Executive Committee.

Regular:
In addition to the Annual Meeting, at least three (3) regular meetings shall be held each year, one (1) during each of the other three (3) calendar quarters. The date and place shall be designated by the Executive Committee.

Special:
Special meetings or functions for any purpose may be called, in accordance with other statutory requirements, by the Executive Committee or by a signed and dated written demand therefore, describing the purpose thereof, being delivered to any corporate officer on behalf of at least five percent (5%) of the active members. Special meetings may take place by telephone upon adequate notice under the circumstances.

Section 2 Quorum

One third (1/3) of the active members in good standing shall constitute a quorum at all meetings. If such a quorum is not present, the matters to be presented for voting shall be referred to the membership for vote at the next meeting.

If there is no quorum at the annual meeting, a substitute Annual Meeting shall be called within thirty (30) days and again each thirty (30) days until a quorum is obtained.

Section 3 Notice of Meetings

Written notice or electronic notice of Forum meetings and functions, stating the date, time, place and subject, shall be sent by the Secretary to all members at least ten (10) days prior to the meeting.

Section 4 Voting and Proxies

Active members in good standing are entitled to vote on such matters as the Executive Committee places before them with proper notice. Each member is entitled to one (1) vote for each office or matter presented for vote. The right to vote may be exercised by written proxy, by facsimile (FAX), by mailed ballot or electronic ballot.

Section 5 Action of Members

Except otherwise provided in these Bylaws, the affirmative vote of a majority of the members present and entitled to vote at a meeting at which a quorum is present shall be the act of the members.

Section 6 Appealing Executive Committee Decision

Upon written petition of one-third (1/3) of the active members in good standing, a decision of the Executive Committee may be appealed to the membership for vote at the next scheduled meeting. Notice of the meeting shall include a full statement of the matter to be voted upon and shall comply with Article IV, Section 3.

A majority vote of the quorum is required to overrule an Executive Committee decision.

ARTICLE V OFFICERS

Section 1 Officers

The officers of the Forum shall be the President, President-Elect, Secretary and Treasurer.

Section 2 Term of Office

The President and the President-Elect shall each serve a term of two (2) years.

The Secretary and Treasurer shall each serve a term of two (2) years.

Officers shall assume office at the Annual Meeting and shall hold office until their successors are duly elected and take office.

No member may serve more than two (2) consecutive years in the same office. Each member, having completed her two (2) years in the same office, may again serve in such office after a minimum two (2) years absence from such office.

Section 3 Duties

President:
The President is the Chief Executive Officer of the Forum and shall preside at all Forum and Executive Committee meetings.

The President prepares the agenda for regular and annual member meetings and Executive Committee meetings.

The President appoints the Chairs of the Committees unless otherwise provided in the Bylaws. She is also an ex-officio member of all such committees.

The President and the Treasurer shall sign all contracts or instruments of the Forum unless otherwise required by these Bylaws, the Articles of Incorporation or by Mississippi statute.
The President is a member of the Executive Committee. President-Elect:
The President-Elect shall succeed to the presidency at the end of the second year following her election as
President-Elect.

In the absence of the President she shall assume and carry out the duties of the President.

The President-Elect is a member of the Executive Committee, and shall serve as the Program Committee Chair.

Secretary:
The Secretary is responsible for all records of the Forum except for financial records and for authenticating all of such records.

These records much include a current copy of the Bylaws, the Articles of lncorporation, written policies, contracts and amendments thereto, as well as minutes of all meetings of the members and the Executive Committee.

She shall provide notice of all meetings of the members and the Executive Committee as provided in these Bylaws.

The Secretary is a member of the Executive Committee.

The Secretary shall compile, maintain and produce a membership directory to be supplied to each member. Treasurer:
The Treasurer shall be responsible for managing the funds of the Forum, for soliciting dues payments, for maintaining records of dues payments, for paying all bills and invoices received by the Forum and for creating and managing a yearly budget. Payments by the Treasurer shall be co-signed by the President.

The Treasurer shall submit the books and financial records, for which she shall be responsible, for review by the Executive Committee and the membership.

The Treasurer shall prepare the Forum books for any annual audit approved by the Executive Committee and see to the submittal of any necessary tax forms.

ARTICLE VI EXECUTIVE COMMITTEE

Section 1 Executive Committee Members

There shall be an Executive Committee consisting of the President, President-Elect, Secretary and Treasurer, the Nominating Committee Chair, the Communications Committee Chair and the immediate past President, all of which must be active members of the Forum.

The Executive Committee shall assume office in the month of January following the fall Annual Meeting and shall hold office until their successors are duly elected or appointed and take office.

Section 2 Meetings

The Executive Committee shall hold meetings at the call of the President, at least one (1) time prior to the Annual Meeting, prior to every regular meeting, and at such times and places as shall be requested by two
(2) or more of the members of the Executive Committee in writing or by electronic transmission to the President.

Section 3 Criteria

The Nominating Committee shall elect candidates for each of the offices based on the candidate’s interest in and value to the Forum.

Section 4 Election to the Executive Committee

In the spring, the Nominating Committee shall solicit names from the active membership for candidates for the Executive Committee.

The Nominating Committee shall submit or by e-mail the names of the candidates it recommends in June… Nominations from the floor may be made at the next meeting.

Elections shall take place at the Annual Meeting.

All ballots shall be counted and elections supervised by the Nominating Committee and the Secretary. The candidates receiving the largest number of votes cast are elected.

Active members who cannot be present at the Annual Meeting may request a ballot from the Nominating Committee.

Section 5 Duties and Powers

The direction and management of the affairs of the Forum shall be vested in the Executive Committee.

Section 6 Vacancies

A vacancy on the Executive Committee may be filled for the unexpired term by a majority vote of the Executive Committee at a meeting at which there is a quorum of the Executive Committee.

When the unexpired term of the President or President-Elect exceeds one (1) year, the unexpired term shall be considered a full term. If the term is less than one (1) year, the President or President-Elect, as applicable, may serve two (2) additional full years, as provided in other sections of these Bylaws.

When the unexpired term of the Secretary or Treasurer exceeds six (6) months, the unexpired term shall be considered a full term. If the term is less than six (6) months, the Secretary or Treasurer, as applicable, may serve two (2) additional full years, as provided in other sections of these Bylaws.

Section 7 Executive Committee Quorum A quorum of the Executive Committee shall consist of four (4) members.
ARTICLE VII COMMITTEES

Section 1 Nominating Committee

There shall be a Nominating Committee comprised of three (3) active members, the Chair of which shall be a member of the Executive Committee.

The Chair of the Nominating Committee shall be appointed by the President and shall serve a two (2) year ter. The two (2) non-Executive Committee members, also appointed by the President, shall serve staggered two (2) year terms.

The Nominating Committee shall recommend new members and is responsible for placing the names of proposed new members before the Forum for election by mail ballot or electronic ballot under the provisions of Article III.

The Nominating Committee will make its best effort to consult members of the Forum in the prospective member’s related field, as well as to solicit comments from other members prior to placing a name before the Forum for election.

The Nominating Committee and the Secretary shall verify and count ballots cast for the purpose of membership.

Election to membership requires two thirds (2/3) vote of the active members.

The Nominating Committee also shall nominate candidates for separate offices and shall place the candidates name before the Forum for election under the provisions of Articles IV, V and VI.

The Nominating Committee and the immediate past President shall verify and count ballots cast for the purpose of election to the Executive Committee.

Section 2 Program Committee

There shall be a Program Committee appointed by the President comprised of two (2) more of the members derived from the membership at large. The Chair of the Program Committee shall be the President-Elect.

The Program Committee shall plan the program for Forum meetings.

Section 3 Communications Committee

There shall be a Communications Committee comprised of three (3) active members, the Chair of which shall be a member of the Executive Committee.

The Chair of the Communications Committee shall be appointed by the President and shall serve a two (2) year term. The two (2) non-Executive Committee members, also appointed by the President, shall serve staggered two (2) year terms.

The Communications Committee shall maintain and update the IWF Mississippi website, www.IWFMississippi.org.

Section 4 Other Committees

The Executive Committee may designate other committees as needed for any special purpose. Such committees shall have the powers and terms prescribed by the Executive Committee and shall consist of three (3) or more members with a majority of each committee being derived from the membership at large.

ARTICLE VIII AMENDMENTS

These Bylaws govern the Forum, and no standing rule or written policy may be adopted which conflicts with the contents.

Amendments to the Bylaws of the Forum shall be presented to active members by email prior to the Annual Meeting.

Amendments may be recommended either by a Bylaw Committee designated by the Executive Committee or upon written or electronic petition of one-third (1/3) of the active member and distributed by the Secretary.

ARTICLE IX INDEMNIFICATION

The Forum may indemnify its members to the extent expressly permitted and/or required by Mississippi Law.

ARTICLE X PARLIMENTARY AUTHORITY
Robert’s Rules of Order, Revised shall provide the parliamentary authority. Adopted: as of March 3, 1997
Grace Lee, Secretary

Revised October 2, 2015
Ivye Allen, Secretary