The FAWCO Foundation Bylaws:

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.

Categories of Membership of the Corporation

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

C. Counselors

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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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

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
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.

Appointed Committees

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

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

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

Counselors

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.

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 Directors.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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 of the elected Board of Directors 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.

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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