The FAWCO Foundation Bylaws:

The bylaws of The FAWCO Foundation, updated in February 2012, are listed below. You may download a pdf version as well on the left of this page.

ARTICLE I. NAME AND OFFICE

 

Sec. 1. Name
The name of the Corporation shall be The FAWCO Foundation.
Sec. 2. Principle Office
The principle office of The FAWCO Foundation shall be in the State of Missouri.
Sec. 3. Operations and Activities Headquarters
The operations and activities headquarters of the Corporation shall be in the city in which the current President resides.
Sec. 4 Classification
The FAWCO Foundation is classified as a Public Benefit Corporation (PBC).

 

ARTICLE II. PURPOSE AND POLICY

 

Sec. 1. Purpose
The Corporation was established by the Federation of American Women’s Clubs Overseas, Inc. (FAWCO) in 1967 to serve as its philanthropic arm and to implement its philanthropic concerns and interest in the global community, specifically by aiding charitable, scientific and educational programs, preventing cruelty to children, and by supporting the rights of women and children throughout the world.
Sec. 2.

General Policy
A. The Corporation shall consider whether or not an Administrative Guideline (Standing Rule) and/or policy might compromise an existing Administrative Guideline (Standing Rule) and/or policy of the Federation of American Women's Clubs Overseas, Inc. (FAWCO) and/or FAWCO's alumnae arm, FAWCO Alumnae USA (FAUSA).
B. The Corporation shall not use a part of the net earnings or other assets to the benefit of any member, director, officer, contributor or other private individual, having directly or indirectly, a personal and private interest in the activities of the Corporation.

Sec. 3. Political Policy
The Corporation shall not engage in the dissemination of political propaganda, or otherwise attempt to influence public legislation. The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

ARTICLE III. MEMBERSHIP

Sec. 1.

Categories of Membership of the Corporation

A. Board of directors: Six (6) elected members with vote
B. Appointed positions without vote

1.    Parliamentarian
2.    Counselors Liaison
3.    Project/Program Chairs, Coordinators, Administrators and/or Liaisons as required
4.    Advisors: There may be two (2).
5.    Honorary Members

C. Counselors

Sec. 2.

Eligibility

The President and Vice President for Communications shall be citizens of the United States of America.
The President and Vice President Communications must live outside of the United States and be members in good standing of a FAWCO Member Club.

Members of the Corporation shall be members in good standing of a FAWCO (Federation of American Women’s Clubs Overseas, Inc.) Member Club or a member in good standing of FAUSA (FAWCO Alumnae) who was a member of a FAWCO Member Club.

No more than two (2) members of the Board may reside in the United States at the time of their election.

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ARTICLE IV. BOARD OF DIRECTORS

Sec. 1.

Composition
The Board of Directors shall consist of six (6) elected members.
A.    Four (4) members elected by the Board of Representatives of the Federation: President, Vice President for Communications, Secretary and Treasurer.
B.    Two (2) members elected by the outgoing Foundation Board of Directors: Vice Presidents for Programs and for Fundraising

Sec. 2. Term of Office
Members of the Board of Directors are elected to serve a term of two years. They shall serve no more than two full elected terms in the same position, with a total of not more than four elected terms as members of the Board of Directors. If a Director serves a shortened term (due to special circumstances) she has the option to serve two full terms 
Sec. 3.

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.

ARTICLE V. OFFICERS

Sec. 1. President
The President shall preside at all meetings of the Board of Directors. She shall be the chief executive officer and shall be empowered to sign or endorse checks and to disburse funds for administrative purposes, awards and fundraising projects. The President shall carry on the business of the Corporation between Annual General Meetings. The President shall appoint with Board approval program administrators, coordinators, a parliamentarian, and committee chairs. She shall call special meetings when necessary. The President shall prepare and distribute reports as outlined in the Administrative Guidelines AGs). The President shall review minutes of Board meetings within three (3) weeks following the meeting for later distribution by the Secretary. She shall appoint the Nominating Committee Chair. The President shall become a Counselor to the Corporation upon completion of her term of office. The President may be bonded.
Sec. 2. Vice President for Communications
The VP for Communications shall perform such duties as the President and/or Board of Directors may designate. She shall coordinate publicity, website presentation, mailings, and archives. In the event of disability or resignation of the President, she shall assume the role and duties of the President. Should she not be able to serve in this capacity, the Secretary shall call a meeting of the Board of Directors in order to elect a presiding officer pro tempore.
Sec. 3. Secretary
The Secretary shall take minutes of all meetings of the Board of Directors. She shall prepare draft minutes within three (3) weeks for review by the President and thereafter she shall distribute the minutes to the members of the Corporation. She shall be responsible for sending notice of times and places of meetings. The seal of the Corporation shall be kept by the Secretary. The Secretary shall have the general duties and responsibilities of a secretary of a corporation and shall assist the President upon request.
Sec. 4. Treasurer
The Treasurer shall collect and, upon the direction of the President, disburse the funds of the Corporation. The Treasurer shall be empowered to sign or endorse checks and to disburse funds for administrative purposes, awards, grants, and fundraising projects. The books shall be open to the inspection of the Board of Directors at all times. She shall give a written report at the Annual General Meeting and/or when requested by the President. She shall offer suggestions as to the financial management of the Corporation as she deems proper. She shall insure that the books are reviewed annually. The Treasurer may be bonded.   
Sec. 5.
Vice President for Programs
The VP for Programs shall support and oversee the Philanthropic Program Administrators.
Sec. 6. Vice President for Fundraising
The VP for Fundraising shall support and oversee the Fundraising Coordinators. She shall be responsible for developing fundraising strategy and new projects.

ARTICLE VI. COMMITTEES

Sec. 1.

Standing Committees
A.    Awards Administrator

  1. Administers the FAWCO Foundation Awards Program with Board approval.
  2. Maintains records of Award Recipients
    a.  Complete files of all award recipients must be kept for five years.
    b.   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.

B.    Development Grants Administrator

  1. Administers the process of selection of grant proposals.
  2. Maintains records of Member Clubs’ Development Grant proposals.
  3. Maintains records of Development Grant recipients as in Sec.2, a. and b.

C.    Conference Events Coordinator
The Conference Events Coordinator shall initiate and/or oversee the management of any fundraising projects or events endorsed by the Board of Directors.

D.    Auctions Coordinator
The Auction Coordinator shall develop and coordinate online auctions.

Sec. 2.

Appointed Committees

A.    Nominating Committee (See Article XI Nominations and Elections).
B.    The President may appoint additional committees if necessary.

Sec. 3.

Appointed members of the Corporation may be invited to attend meetings of the Board of Directors.

ARTICLE VII. HONORARY MEMBERS AND COUNSELORS

Sec. 1.

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

Sec. 2.

Counselors

A.    Past Presidents become Counselors to the Corporation.
B.    The President may invite Counselors to attend meetings of the Board of Directors.

 

ARTICLE VIII. VACANCIES AND RESIGNATIONS

Sec. 1.

Vacancies
Any vacancies occurring among the Directors between Annual General Meetings shall be filled in the following manner The Vice President for Communications 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.

Sec. 2.

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

 

ARTICLE IX. MEETINGS

Sec. 1.

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.
Sec. 2.

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 Directors.

Sec. 3.

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 (30) nor more than sixty (60) 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 email, post, telephone, or fax.
  4. The conduct of business is limited to the announced agenda.
Sec. 4.

Proxies

  1. Proxies shall be solicited for meetings of the Board of Directors to ensure a quorum.
  2. A proxy designee shall be a voting member of the Board of Directors and
    may hold only one proxy per meeting.
Sec. 5.

Quorum

  1. A 60% majority of the Directors shall constitute a quorum at all meetings of the Board of Directors. At least one (1) of the four (4) officers elected by the Board of Representatives shall be among those making up the quorum.
  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.
Sec. 6.

Voting

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

ARTICLE X. ADMINISTRATION

Sec. 1.

Financial Administration

  1. Fiscal Year
    The fiscal year shall commence on the first day of January.
  2. Budget
    The Treasurer shall submit a budget proposal for approval by the Board of Directors.
  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 six (6) elected Board members shall be reimbursed. The Board of Directors shall determine the amount. Reimbursements may be provided through sponsorship, fund raising projects or bank interest.
  4. Review
    The books of the Corporation must be reviewed annually. A written  report is to be presented at the earliest possible meeting of the Board of Directors.
  5. An Annual Report is distributed in June to Foundation donors,   sponsors, Foundation Board, FAWCO Board and other interested parties. The report shall be posted on The Foundation website.
Sec. 2.

The FAWCO Foundation Administrative Guidelines and Job Descriptions

Shall describe general and specific duties of the Membership (Bylaws Art. III,   Sec. 1).
Shall be reviewed twice a year and/or as required and approved by the Board of Directors.

ARTICLE XI. NOMINATIONS AND ELECTIONS

Sec. 1.

Nominating Committee

  1. At the FAWCO Foundation AGM held during a Conference (one year prior to the conference), the President shall appoint, with Board approval, a chair of the Nominating Committee. She shall have served on the Board of Directors or shall have been a past or present member of the FAWCO Federation Council.
  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 FAWCO 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.
Sec. 2.

Elections

  1. The Board of Directors shall be elected biennially, however, the current sitting Board of Directors may vote to hold an election for a one-year term of office. A two third majority decision is required with a quorum present (no proxies), either in person or electronically
  2. The remaining directors shall be elected by the outgoing Board of Directors.
  3. Elections shall take place not less than twenty-four hours after presentation of the slate of candidates.
  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 shall take office at the close of the FAWCO Interim Conference.
  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. 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.

ARTICLE XII. PARLIAMENTARY AUTHORITY

Sec. 1.

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

ARTICLE XIII. AMENDMENTS

Sec. 1.

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.

Sec. 2.

A two-thirds majority of the elected Board of Directors is necessary for adoption of any such changes.

Sec. 3.
Grammatical/Word Changes: any grammatical and/or word changes that do not alter the meaning of the content of this document may be adjusted as the Board of Directors deem necessary without having to obtain approval from the Corporation.

ARTICLE XIV. DISSOLUTION

Sec. 1.

Dissolution requires a super majority.

Sec. 2.

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.

Sec. 3.

Notice must be provided to the Attorney General of Missouri prior to (i) merging, (ii) disposing of all or substantially all of the corporate assets, (iii) delivering articles of dissolution to the Secretary of State, and (iv) transferring or conveying assets as part of the dissolution process.

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Fawco Foundation

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Who We Are

The FAWCO Foundation was created in 1967 and is the philanthropic arm of FAWCO, a network of independent American and international volunteer organizations representing private-sector American citizens overseas. FAWCO consists of over 64 clubs throughout the world.

The Foundation’s sole purpose is to aid charitable, educational and scientific programs that are the passion of FAWCO and its member clubs. We are a US non-profit corporation, registered in the State of Missouri as a 501(c)(3) tax exempt organization.

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