Categories of Membership of the Corporation
A. Elected members of the Board of Directors with a vote shall be eight (8) in number.
B. Appointed members without vote

1. One assistant may be appointed to each of the Fundraising Directors, Chairs of Standing Committees, and to the Treasurer.
2. Appointed Committee Chairs: There may be up to five(5) appointed committee chairs.
3. Advisers: They may be two (2) in number.
4. Honorary Members

1. Four officers: President, Vice President, Secretary and Treasurer.
2. Two Standing Committee Chairs: Awards Chair and Development Grants Chair.
3. Two Fundraising Directors: Annual Giving Fundraising Director and Special Projects Fundraising Director.

Powers

1. The Corporation shall be governed by the Board of Directors.
2. The Board of Directors shall have full charge of the property and business of the Corporation, with full power and authority to manage and conduct same.
3. Dismissal: The Board of Directors shall have the power to remove any member by a two-thirds vote upon submission of valid evidence for doing so.

Standing Committees

1. Awards Committee
   1. The Awards Chair administers the FAWCO Foundation Awards Program with Board approval. She may have one assistant appointed by her with the President’s approval.
   2. Records of Award Recipients
      1. Complete files of all award recipients must be kept for five years.
      2. Thereafter, the permanent corporate files must include: name and address of recipient, name and amount of award, name of the FAWCO club, name and address of learning institute or program recipient will attend/attended and a copy of the Letter of Agreement.
2. Development Grants Committee
   1. The Development Grants Chair administers the process of selection of grant proposals.
   2. Records of Grant Recipients
      1. Complete files of all grant recipients must be kept for five years.
      2. Thereafter, the permanent corporate files must include: name and address of recipient, amount of grant, name of FAWCO club sponsor, and a copy of the Letter of Agreement.

Fundraising Directors

1. Annual Giving
   1. The Annual Giving Fundraising Director shall initiate and develop
      strategies/campaigns for engaging donors on an annual basis.
   2. She shall oversee the Friends of The Foundation, as well as club,
      individual and corporate donations.
2. Special Projects
   The Special Projects Fundraising Director shall initiate and/or oversee the management of any fundraising projects or events endorsed by the Board of Directors.

Appointed Committees

1. Nominating Committee (See Article XI Nominations and Elections).
2. The President may appoint additional committees if necessary.
3. The appointed committee chairs shall be invited to attend meetings of the Board of Directors.

Composition
The President may appoint no more than two Advisors from among past Board of Directors.

Responsibilities
Advisors shall be invited to attend meetings of the Board of Directors. They shall be informed of FAWCO Foundation business. They shall provide assistance to Directors as needed.

Honorary Members
The President may appoint, with Board approval, honorary members.

Counselors

1. Past Presidents become Counselors to the Corporation.
2. Counselors may attend meetings of the Board of Directors by invitation.

Vacancies
Any vacancies occurring among the Directors between Annual General Meetingsshall be filled in the following manner The Vice President shall assume the office of the president (1); the President shall fill any vacancy on the Board of Directors subject to the approval of the Board. For exceptions see Article V sec 2.

Resignations
All resignations shall be made in writing to the President.

Place and time of the Annual General Meeting (AGM)

1. The AGM of the FAWCO Foundation shall be held at such place, within or outside the State of Missouri, as designated by resolution of the Board of Directors.
2. The AGM sessions are generally held concurrently with the Biennial and Interim Conferences of the Federation of American Women’s Clubs Overseas.

Special Meetings
Special meetings of the Board of Directors may be held at any time as deemed
necessary by the President or a simple majority of the voting Board members.

Notice

1. The members of the Corporation shall be notified of the date, hour, place, purpose and agenda of meetings of the Board of Directors.
2. Notice of the AGM must be given not less than thirty nor more than sixty days before the date of the meeting.
3. Notices of special meetings of the Board of Directors shall be made in reasonable time. Such notice may be given by mail, telephone, email or fax.
4. The conduct of business is limited to the announced agenda.

Proxies

1. To insure a quorum for meetings, signed proxies shall be solicited from every voting member of the Board of Directors.
2. The proxy designee shall be a member of the Board of Directors.

Quorum

1. At least five (5) of the eight Directors shall constitute a quorum at all meetings of the Board of Directors.
2. A quorum is necessary for the conduct of all official and binding business of The Foundation.
3. If there is no quorum, the members present and entitled to vote shall have power to adjourn the meeting, without any notice other than an announcement at the meeting, to a date not longer than three (3) days following the adjournment. At such a meeting at which a quorum shall be present or represented by proxy, any business may be transacted that might have been transacted at the originally notified meeting.

Voting

1. A simple majority is sufficient for all decisions unless otherwise specified by Missouri law and/or the Bylaws of the FAWCO Foundation.
2. Voting by mail, email or facsimile
   Corporate business may be transacted by means of mailed, emailed or faxed ballots. A majority of 80% is necessary for passage (adoption).

Financial Administration

1. Fiscal Year
   The fiscal year shall commence on the first day of May.
2. Budget
   The Treasurer shall submit a budget for approval by the Board of Directors at each AGM.
3. Reimbursements
   1. Board members shall be reimbursed for budgeted expenses upon presentation of valid receipts to the Treasurer. Advance approval must be requested and obtained from the President in consultation with the Treasurer, for anticipated expenses exceeding the budgeted amounts.
   2. Funds permitting, the registration and travel expenses of the four (4) officers, two (2) Directors and two (2) Standing Committee Chairs shall be reimbursed. The Board of Directors shall determine the amount, which shall be no more than the non-endowment interest earned during the year.
4. Audit
   The books of the Corporation are to be audited annually by a certified public accountant. The auditor’s written report is to be presented at the earliest possible meeting of the Board of Directors.

The FAWCO Foundation Administrative Guidelines and Job Descriptions

1. The FAWCO Foundation Guidelines shall describe general and specific duties of the Board members.
2. They shall be reviewed biennially and approved by the Board of Directors.

Nominating Committee

1. At the FAWCO Foundation AGM held during an odd, or FAWCO Conference year, the President shall appoint, with Board approval, a chair of the Nominating Committee. She shall have served on the Board of Directors.
2. The Nominating Committee Chair shall select at least two and up to four committee members with Board approval from among present or past members of the FA WCO Foundation Board of Directors and from among present or past members of the Council of the Federation. The Chair is a voting member of the committee.
3. The Nominating Committee Chair shall propose a slate of candidates to the Board of Directors prior to presenting it at the first General Session of the Federation held during a Foundation election year.

Elections

1. The Board of Directors shall be elected biennially. The officers, i.e. President, Vice President, Secretary, and Treasurer shall be elected by the Board of Representatives of the Federation. The remaining members shall be elected by the outgoing Board of Directors of The Foundation.
2. Elections shall take place at an AGM session held not less than twenty-four hours after presentation of the slate of candidates.
3. Voting shall be by ballot.
4. Provided there is a quorum, a two-thirds majority of the voting members is required for confirmation.
5. The newly elected Board of Directors takes office on May first
6. .Transfer of records
   All members of the Board of Directors and appointed committee chairs shall turn over to their successors all records and correspondence pertaining to their term in office by the first of May. In the case of appointed committee chairs, if they have no successors, their records shall be turned over to the incoming President for the permanent archives of The Foundation.

Parliamentary authority
The rules contained in Robert’s Rules of Order Newly Revised may be used by the
Corporation in those cases to which they are applicable and are not in conflict with
Missouri law or these Bylaws.

The Bylaws of the Corporation may be amended in any respect or repealed in whole or part by the Board of Directors at any Annual or Special Meeting at which a quorum is present.

A two-thirds majority is necessary for adoption of any such changes.

Dissolution requires a super majority.

Distribution of Property and Funds
Should the Corporation cease to conduct its affairs and be dissolved, all property and funds remaining after the payment of its debts shall be distributed according to the purposes of the Corporation as set forth in Article II.