Dana Point Women’s Club, Inc.
A Public Benefit Corporation
Effective June 1, 2023
ARTICLE I. NAME AND LOCATION
This organization shall be known as Dana Point Women’s Club, Inc. (“the Corporation” or “the Club”). The Corporation is a member of the California Federation of Women’s Clubs and the General Federation of Women’s Clubs. Dana Point Women’s Club, Inc. is a Non-Profit Corporation with EIN #33-0212059 under tax-exempt Section 501(c)(3) of the Internal Revenue Code. Its California Corporate ID is #0261887. The location of the Corporation is 24642 San Juan Street, Dana Point, 92629 and the official mailing address is PO Box 205, Dana Point, CA 92629.
ARTICLE II. PURPOSE
The Corporation is organized and operated as a Nonprofit Public Benefit Corporation exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The specific and primary purpose is to strengthen Dana Point and the surrounding communities through cultural, educational, and social programs of a philanthropic nature. The Corporation also provides meeting space for community organizations by providing low-cost rentals of its Community House property.
ARTICLE III. MEMBERSHIP
Section A. Classification. The Corporation shall only have one class of members and the voting and other rights, interests and privileges of each member shall be equal. No member of the Corporation shall acquire any right, title, or interest in the property of this corporation, nor incur any financial liability for this corporation, by reason of membership.
Section B. Applications for membership. Membership is open to women who are willing to take on the responsibilities of membership. An interested person may fill out a membership application (from the website or other source) and submit it with membership fees by mail or in person to the Membership Chair, who will notify the Executive Board. The applicant will be considered a member upon receipt of the application with designated fees.
Section C. Resignation. Any member desiring to resign from the Corporation shall present a written resignation letter to the Membership Chair who shall notify the Executive Board. A member, having resigned in good standing, may be reinstated upon request with payment of the current year’s dues. If a member resigned, but was not in good standing, they may be reinstated by paying the initiation fee and the current year’s dues.
ARTICLE IV. EXECUTIVE BOARD
Section A. Authorized Number. The number of directors of this Corporation shall be no less than seven (7) and no more than ten (10).
Section B. Executive Board Offices. The elective officers/directors of the Corporation shall consist of President, First Vice President, Second Vice President, Recording Secretary, Treasurer, Ways and Means Director, Public Relations Director, and Community House Director. Officers/directors shall be elected for a term of two years, except for the fiscal year 2023. The following offices, First Vice President, Recording Secretary, Public Relations Director, and Community House Director shall serve for one year to ensure that these offices shall be subject to reelection in every even numbered fiscal year. All remaining offices, President, Second Vice President, Treasurer and Ways and Means Director shall stand for election in the odd numbered fiscal years. No board member may serve for more than two consecutive terms (four years), except where specified in the Bylaws. No officer or director shall be compensated for their services. All offices shall have only one (1) vote.
Section C. Method of Nomination. A Nominating Committee, consisting of a Board member Chair selected by the President, plus one additional Board member and one general member subject to the discretion of the Board, shall be selected by the Committee Chair and announced at the general meeting of the Club in March. The Nominating Committee shall present a slate of nominees for Executive Board Offices to the membership in April and on the designated election day in May.
Members in good standing may nominate themselves or any other member in good standing for any open position.
Each nominee must consent to nomination for office.
No member shall accept nominations for more than one Board position.
If the Nominating Committee cannot secure an eligible member as a nominee for an office, the incumbent may be nominated by invitation to retain the office.
If an existing Board member has been termed out, they may serve in a new Board position if no other nominees are available.
Nominations from the floor shall be accepted only at the April general meeting and shall be added to the proposed slate of nominations, at which time nominations will be closed.
Section D. Elections. Elections shall be held in May at the general membership meeting of the Corporation. If more than one candidate is nominated for an office, election for that office shall be by written ballot provided by the Nominating Committee. For those members not in attendance, voting may take place through email prior to the start of the election meeting. The nominee receiving a majority of votes shall be considered elected. Votes will be counted by the Nominating Committee, or in the case of such members also being candidates for election, by two other members chosen for this purpose. In the case of only one candidate being nominated for an office or offices, the Nominating Committee Chair, by vote of the members, may announce the position(s) elected. To ensure a smooth transition and review of duties as stated in the Bylaws, the newly elected and immediate past board members shall meet at the scheduled board meeting in May.
Section E. Installation. The installation of the newly elected officers shall take place at the annual meeting in June. The newly elected Executive Board will take office after the installation ceremony at the Annual Meeting in June.
Section F. Business. The Executive Board shall transact all business of the Corporation but shall not authorize unbudgeted expenditures of more than $150.00 without the sanction of a majority of the Board, except for ordinary maintenance and emergency expenditures which 3 must be ratified by the Board as soon as possible. The Board shall operate under a budget compiled by the Treasurer and approved by the Board.
Section G. Vacancies. The Executive Board shall fill vacancies for officers unable to complete their terms of office. If a member of the Executive Board is absent for two (2) consecutive meetings without notifying the Board, the office may be declared vacant by a majority vote of the Executive Board. This vacancy shall be filled by appointment of the Executive Board for the remaining term of the office.
Section H. Meetings. Regular monthly meetings of the Executive Board shall be held. A majority of the Board members shall constitute a quorum. The President, with the consent of the Executive Board, may order that an item of business of the Executive Board or other committees be conducted via USPS mail, email, or digital conferencing, but all monthly Board meetings shall be held in person or via digital conferencing.
Section I. Conflict of Interest. No Board member may vote on a question in which she has a direct personal or pecuniary interest (for exceptions, see Robert’s Rules of Order Revised, current edition, Art. VIII. Vote. 46.).
Section J. Removal and Resignation. The members of the Corporation at a special meeting duly called, may vote to remove any officer or director, with cause, when proposed by a majority vote of the Executive Board. Any officer may resign at any time by giving written notice to the Board of Directors or to the President. Any such resignation shall take effect at the date specified therein. The acceptance of such resignation by the Executive Board is a courtesy and does not impact the effective date of resignation.
ARTICLE V. DUTIES OF OFFICERS
Section A. President. The President shall preside at business meetings of the Corporation and of the Executive Board; countersign all checks presented and signed by the Treasurer in the amount of $500 or larger; have access to all financial accounts and safe-deposit boxes; appoint the chairs of all committees except those already provided for in the Bylaws and be an ex-officio member of all committees except the Nominating Committee. The President may appoint a Parliamentarian according to the Bylaws.
Section B. First Vice President. The First Vice President shall preside at business meetings of the Corporation and of the Executive Board in the absence of the President and shall chair the Program and Hospitality Committees and other committees as assigned by the President.
Section C. Second Vice President. The Second Vice President shall preside at business meetings of the Corporation and of the Executive Board, in the absence of both the President and First Vice President and shall chair the Membership Committee.
Section D. Recording Secretary. The Recording Secretary shall keep minutes of all meetings of the Corporation and of the Executive Board; be the custodian of all minute books, reports, and other papers, except the correspondence of the Corporation and the Executive Board; and preserve, in the Recording Secretary’s files, a copy of the Bylaws.
Section E. Treasurer. The Treasurer shall record all deposits; pay all recurring and budgeted bills; pay other bills approved by the Board and presented by the President; have access to all financial accounts and safe-deposit boxes; prepare reports of financial status for Executive 4 Board and General Membership meetings; prepare financial reports of events, reconcile bank statements, maintain detailed financial records and documents, and prepare annual operating and capital budgets. The Treasurer shall coordinate the preparation of required government reports in a timely manner and shall ensure that all financial donations are acknowledged promptly. The Treasurer shall ensure that a reserve is maintained for repairs and maintenance of the Community House property in the minimum amount of $10,000 or such other amount as the Board shall decide. The Treasurer may appoint an Assistant Treasurer subject to the approval of the Board and with the proviso that they would have no access to the financial records of the Corporation. The Treasurer shall chair the Budget Committee and may appoint a Treasury Committee.
Section F. Ways and Means Director. The Ways and Means Director shall chair the Ways and Means Committee and plan and execute fundraising and membership events and activities to meet budget goals, establishing committees for each event and coordinating with the Membership, Hospitality and Public Relations Chairs.
Section G. Public Relations Director. The Public Relations Director shall chair the Public Relations Committee and be responsible for all press releases, meeting and fundraiser invitations, social media accounts, website, and other public communication. She shall coordinate and foster good relationships with other nonprofit, civic or educational entities or organizations to enhance and preserve the Corporation’s reputation and standing in the community.
Section H. Community House Director. With the approval of the Executive Board, the Community House Director shall have general supervision over the Community House; plan and oversee major and minor renovations, seek grants as necessary and coordinate funding for major renovations; contract for expenditures for ordinary maintenance and emergencies as may arise; hire and oversee the work of licensed contractors and oversee rental operations including all aspects of property management including security. The Community House Director shall chair the Community House Committee.
Section I. Annual Reports. All Officers, Directors and Committee Chairs shall submit written annual reports at the Executive Board meeting in May. These reports shall be presented to the general membership at the Annual Meeting and shall be retained at the Community House.
ARTICLE VI. MEMBERS
Section A. Meetings. General membership meetings shall be held on the first Thursday of every month, from September through June or such other dates as the Board may from time to time determine. The fiscal year of the Corporation shall be from June 1 to May 31. General membership meetings shall be held in person or via digital conferencing at the discretion of the President, with the consent of the Executive Board. The Annual Meeting of the Membership of the Corporation shall be held in June as the general membership meeting.
Section B. Rights and Obligations. Members in good standing are entitled to vote at general and special membership meetings; are expected to attend monthly general meetings except when not possible and advised via RSVP and are expected to attend and/or support all Corporation events and fundraisers either through attendance, participation on a committee, and/or solicitation or donation of raffle, silent auction, or other items.
Section C. Special Meetings. A special meeting of the Corporation may be called at any time, at the discretion of the President, or upon request of a quorum (majority) of the membership, by issuance of a formal notice mailed or electronically submitted to the entire membership within a minimum of ten (10) days prior to the special meeting. If a vote is required, ballots may be submitted via email or USPS mail by those who cannot attend the special meeting. No business shall be transacted at a special meeting except that specified in the notice.
ARTICLE VII. DUES
Section A. Dues. The annual dues shall be set by the Board and billed to members by the Membership Chair prior to the April general meeting and shall be delinquent as of June 1. The Membership Chair shall contact each member in arrears to confirm resignation before she is removed from the membership list.
Section B. Initiation Fee. Applicants for membership shall pay a one-time initiation fee set by the Board in addition to the annual dues.
Section C. Reduced Dues. Applicants joining after December 31 shall pay the initiation fee and one half (1/2) the annual dues. Applicants joining after March 1 shall pay the initiation fee and one quarter (1/4) the annual dues.
ARTICLE VIII. COMMITTEES
The Board, by resolution adopted by a majority of the directors, may create one or more committees, each consisting of one Board member and members as desired, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors.
The Standing Committees shall be Programs, Membership, Budget, Hospitality, Ways & Means, Public Relations, Community House and Long-Range Planning. The committee chairs shall be appointed by the President, unless otherwise specified in the Bylaws. Committee members shall be chosen by the chair with the approval of the President.
Section A. Budget Committee. The Budget Committee shall consist of the Treasurer as Chair, Community House Director and Ways & Means Director. After approval by the Executive Board, operating and capital budgets shall be presented at the regular general meeting in September.
ARTICLE IX. FINANCIAL REVIEW
The Corporate financial records shall be reviewed each year by two qualified members, or an outside qualified appointee(s) designated by the Board of Directors. No member conducting the review shall have any responsibility for financial records of the Corporation. The results of the review shall be submitted to the Board within 2 months after the date of the closing of the financial year.
ARTICLE XII. PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Revised, current edition, shall be the parliamentary authority of the Corporation. The President may appoint a Parliamentarian from the general membership to 6 serve for one year. The Parliamentarian shall attend Executive Board Meetings as requested by the President and shall preside over all disputes concerning Bylaws and conduct of meetings.
ARTICLE XIII. BYLAWS
The Bylaws may be repealed or amended, or new Bylaws adopted, at any regular or special business meeting of the Corporation by a majority vote of a quorum (majority) of the membership. Ballots may be submitted via email or USPS mail by those who cannot attend the business meeting. A copy of the proposed changes shall be provided to each member in person, or by email, at least ten (10) days prior to the vote.
ARTICLE XIV. COMMUNITY HOUSE
After Executive Board approval, all major renovations to the building or major changes to building operations engaging the property in any encumberment, contract, or lease, must be approved by vote of a quorum of the membership at a regular or special meeting. The membership shall receive notice of proposed changes ten (10) days prior to the meeting. Votes may be submitted via email or USPS mail by those who cannot attend the regular or special meeting.
ARTICLE XV. INDEMNIFICATION AND INSURANCE
Section A. Right of Indemnity. To the fullest extent permitted by law, this Corporation may indemnify its directors, officers, employees and other persons described in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding”, as that term is used in such Section and including an action by or in the right of this Corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law.
Section B. Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Nonprofit Public Benefit Corporation Law, the Board shall promptly determine in accordance with Section 5238(e) of the California Nonprofit Public Benefit Corporation Law whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met.
Section C. Insurance. All directors and officers must be insured by directors’ and officers’ insurance coverage in such amounts as determined by the Board after seeking professional advice. In addition, the Board must purchase general liability coverage and property insurance for any building(s) and contents owned by the Corporation in such amounts as determined by the Board after seeking professional advice.
ARTICLE XVI. DISSOLUTION OF THE CORPORATION
As mandated by the Internal Revenue Service, the property of this organization is irrevocably dedicated to charitable purposes, and no part of its net income or assets shall ever inure to the benefit of any Director, Officer, or Member thereof, or to the benefit of any private person. Upon the dissolution of Dana Point Women’s Club, Inc. assets remaining after payment of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes, and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Service.
The Corporation may seek information on legislative measures but does not endorse partisan political measures or persons.
No appeals for financial aid on the Corporation’s behalf shall be made without permission of the Executive Board.
A member making a reservation for a paid event shall be required to pay whether they are able to attend or not unless they cancel their reservation within a grace period that allows the club to avoid related expenses.
Members shall be privileged to bring guests to business meetings, not to exceed two meetings per guest, during the meeting calendar (September 1 through May 31).
Members are encouraged to invite friends and family members to support all functions.
Members will be provided name badges which they are requested to wear to all Club meetings and events. Badge replacements will be charged to members at cost.
The building, furnishings, linens, and equipment are the property of Dana Point Women’s Club, Inc. and SHALL NOT be loaned or removed from the premises, without permission of the Community House Director.