Articles of Organization – last revised 2/9/11
ARTICLE I – Name
Section 1 - The name of this organization is the Wellesley College Alumnae of Boston (hereafter called WCAB or the Organization). Section 2 - The principal office of this organization is to be located in the town of Wellesley, Norfolk County, Commonwealth of Massachusetts.
ARTICLE II – Purpose
Section 1 - The purpose of the WCAB shall be to:
• further the interests of Wellesley College and its alumnae • serve as a resource to Boston-area alumnae • serve as a medium of communication among Boston-area
Wellesley alumnae and between the alumnae and Wellesley College
• encourage Boston-area alumnae to contribute to the continued excellence of the College
Section 2 - The WCAB welcomes and encourages the participation of all Boston-area Wellesley alumnae in its activities.
ARTICLE III - Organization
The WCAB is organized exclusively for charitable, educational, literary, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future federal tax code.
ARTICLE IV – Policies
Section 1 - The WCAB shall be non-commercial, non-sectarian, and non-partisan. No commercial enterprise and no political candidate shall be endorsed by it. Neither the name of the WCAB nor the names of its officers in their official capacities shall be used in connection with a commercial concern or with any partisan interest, or for any purpose other than the regular work of the WCAB.
Section 2 - No part of the assets of the WCAB and no part of the net earnings of the WCAB shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the WCAB shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Second hereof. No substantial part of the activities of the WCAB shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the WCAB shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 3 - Notwithstanding any other provision of these articles, the WCAB shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE V – Amendments
These Articles of Association may be amended by using the following procedure:
A. The amendment, in written form, shall be submitted at a general membership meeting.
B. A two-thirds majority vote of the members present at the general membership meeting is necessary for approval of the proposed amendment.
ARTICLE VI – Dissolution Upon the dissolution of the WCAB, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the WCAB is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Note: The preceding six (6) articles are considered to be permanent and may only be changed by filing appropriate Articles of Amendment. The names and addresses of the persons who are the current officers (2009-11) of the WCAB are as follows:
President; Jamie Scarborough
Secretary; Amy Sheridan
Treasurer; Georgia Johnson
VP Admissions; Rachna Sharma
VP Membership; OPEN
Co-VP Programming; Cecilia Zhou
Co-VP Programming; Bridget O’Connor
Co-VP Technology; Carie Cardamone
Co-VP Technology; Wu Zhou
Newsletter Editor; Amy Wyeth
Communications; Jennifer Bardsley
Davis Scholars; Tracy Kukkonen
Young Alumnae; Joyce Chen
Amended and restated effective July 1, 2011
ARTICLE I – Membership
Section 1 - Active Members. An alumna is any graduate of Wellesley College or any former student who: (a) has been a candidate for a Wellesley College degree for at least one term and whose class has graduated, or (b) left in honorable circumstances before completing one term and who has requested membership in the Association after her class has graduated. Any alumna may become an active member upon payment of annual dues. Dues will be waived for alumnae during their first year after graduation and are voluntary for alumnae who have graduated 50 or more years ago.
Section 2 – Associate Members. Any past or present member of the faculty or administration of Wellesley College may become an associate member of the club upon payment of annual dues. Any student currently enrolled as a Davis Scholar may become an associate member of the club upon payment of annual dues. Any parent of a Wellesley student, past or present, may become an associate member of the club upon payment of annual dues.
Section 3 – Honorary Members. The Board of Directors may nominate special persons for honorary membership and such nominees shall become honorary members upon their election by a majority vote of the members at any business meeting.
Section 4 – Voting Rights. Only active members may vote and serve on the Board of Directors. Each active member attending a General Membership Meeting has one vote.
ARTICLE II – Non-Discrimination Statement
The WCAB is committed to equal opportunity and non-discrimination in all of its membership, policies, programs, and activities, and does not discriminate on the basis of race, color, religious creed, national origin, gender, age, disability, marital status, or sexual orientation.
ARTICLE III – Officers
The Officers shall be the President, Vice President, Treasurer, and Secretary. Two or three persons may be elected jointly to a single office in which event the office shall be held jointly as co-officers. Terms used in the singular in these By-Laws shall be deemed to include the plural for co-office holders.
ARTICLE IV – Duties of Officers
Section 1 - The President shall set the agenda for and preside at all meetings of the WCAB and of the Board of Directors, shall be a member ex officio of all committees and shall perform all other duties usually pertaining to the office. The President shall serve as liaison of the WCAB to the Alumnae Association, to Wellesley College, and to the public. The President may appoint ad hoc committees and liaisons throughout the year and may call meetings of the Board of Directors as provided herein or as otherwise necessary.
Section 2 - The Vice President shall act as assistant to the President and shall perform the duties of the President in her absence. The Vice President will assist the President in establishing programs/workshops for the Boston-area alumnae community. The Vice President may be assigned any specific duties approved by the Board of Directors.
Section 3 - The Treasurer shall receive all monies of the WCAB, shall keep an accurate record of receipts and expenditures and shall make authorized disbursements in accordance with the budget or approval of the President and/or Board of Directors. The Treasurer shall present a statement of account upon request by the President. The Treasurer shall assist with the preparation of the annual budget.
Section 4 - The Secretary shall handle all correspondence of the WCAB in a manner prescribed by the Board of Directors. The Secretary shall record and keep the minutes of every regular meeting of the WCAB in a manner prescribed by the Board of Directors. The minutes shall be kept on file in a manner prescribed by the Board of Directors.
ARTICLE V – Board of Directors
Section 1 - The Board of Directors shall consist of the officers of the WCAB and the chairs of committees. Local alumnae who are Trustees of the College or members of the Board of Directors of the Wellesley College Alumnae Association may be invited to be ex officio members of the Board of Directors.
Section 2 - The Board of Directors shall have the management and control of all affairs of the WCAB and direct its activities.
Section 3 - The Board of Directors shall meet upon the call of the President. After notification to all members of the Board of Directors of a meeting, the members present shall constitute a quorum.
Section 4 - The Executive Committee is composed of the elected officers of the WCAB and is empowered to act for the Board of Directors in an emergency between the Board of Directors meetings. Minutes of action taken must be presented to the Board of Directors at its next meeting.
ARTICLE VI – Committees
Section 1 - The Board of Directors shall establish committees as deemed necessary to promote and support the purposes and interests of the WCAB.
Section 2 - The chair(s) of all committees shall be appointed by the President unless otherwise specified.
Section 3 - The term of each committee chair shall coincide with that of the President unless otherwise specified.
ARTICLE VII - Interest Groups
Section 1 - The WCAB may establish Interest Groups as may be desired, and may combine, restrict, regulate, or discontinue any interest group so established.
Section 2 - Membership in an Interest Group shall be restricted to those eligible for membership in the WCAB (as specified in Article I).
Section 3 - No Interest Group may undertake activities that are not consistent with the tax-exempt status of the WCAB under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future federal tax code.
ARTICLE VIII – Elections
Section 1 - Elections shall be held at the Spring Annual Meeting of the WCAB. Notice of this meeting shall be announced to the WCAB members at least one week prior to the meeting.
Section 2 - Nominations shall be made by the Nominating Committee, which shall consist of at least four members of the WCAB. The Nominating Committee shall present its slate of officers at the Spring Annual Meeting. Additional nominations from the floor will be accepted, if the candidate has consented in advance to the nomination.
Section 3 - The officers, committee chairpersons, and other members of the Board of Directors shall be elected for a term of one year. The term of office shall begin at the close of the annual meeting. In general, officers shall serve two terms.
Section 4 - Vote shall be by voice unless there is more than one candidate for an office, in which case the vote for that office shall be by ballot. If there is no more than one candidate for any office, a motion may be made to have the Secretary cast one ballot for the entire slate.
Section 5 - Any vacancy in an elective office occurring between annual meetings may be filled for the remainder of the year by the President with the approval of the Board of Directors.
Article IX – Meetings
Section 1 - The WCAB shall have regular meetings. The Annual Meeting shall be held in the Spring. At this meeting the Nominating Committee will present its slate of officers and elections will take place. The Treasurer will present a summary of finances. The President may call special meetings, including workshops and programs.
Section 2 - Notice of each meeting of the WCAB shall be published.
Section 3 - A quorum shall consist of the members present at a meeting of the WCAB for which notice has been published.
ARTICLE X – Finances
Section 1 - The fiscal year of the WCAB shall be from July 1 to June 30.
Section 2 - The annual budget, accompanied by a line item narrative, shall be prepared by the President and Treasurer. Members of the Board of Directors shall be invited to participate in the budget preparation. Written notice of this meeting shall be given to the members of the WCAB prior to the meeting.
Section 3 - The WCAB has the right to collect funds. The WCAB has the right to open accounts, and money collected shall be deposited in the name of this organization at a local banking facility. Disbursements will be made as authorized by the President, Board of Directors, or the WCAB in accordance with the budget adopted by the WCAB.
Section 4 - Membership dues will be solicited annually. The recommended contributions will be established annually by the Board of Directors.
Section 5 - Event fees may be different for members and non-members and guests.
Section 6 - The Treasurer and the President are the authorized signatories for all expenditures, but only one signature is required.
Section 7 - The WCAB is prohibited from borrowing or lending funds.
Section 8 - The WCAB shall be a member of the Wellesley College Alumnae Association.
ARTICLE XI- Governing Rules
The rules contained in Robert’s Rules of Order Revised shall govern this Organization in all cases in which they are applicable and in which they are not inconsistent with these By-Laws.
ARTICLE XII – Amendments
These By-Laws may be amended at any regular meeting of the WCAB by a simple majority vote of the members present and voting.
ARTICLE XIII – Indemnification
The members and officers of the WCAB shall not be personally liable for any debt, liability, or obligation of the WCAB. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the WCAB may look only to the funds and property of the WCAB for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the WCAB.