Amended and restated effective July 1, 2017
ARTICLE 1 NAME
This organization shall be known as the Wellesley College Alumnae of Boston (hereinafter referred to as the “WCAB”).
ARTICLE 2 PURPOSE AND ACTIVITIES
Section 1 – Purpose. The purpose of the WCAB shall be to promote the interests of Wellesley College (the “College”) and to foster camaraderie among alumnae by sponsoring social, educational, and other events. The WCAB is organized, and operated exclusively for charitable and educational purposes.
Section 2 – Earnings. No part of the net earnings of the WCAB shall inure to the benefit of any private individual.
Section 3 – Activities. No part of the activities of the Club shall be carrying on propaganda or otherwise attempting to influence legislation; and the Club shall not participate in, or intervene in (including the publishing or distributing of statements), a political campaign on behalf of any candidate for public office. The Club shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).
Section 4 – Disposition of Assets. If the WCAB is dissolved, all its net assets shall be distributed to the Wellesley College Alumnae Association, or if the Wellesley College Alumnae Association is no longer in existence, to Wellesley College or, if Wellesley College is no longer in existence, solely to organizations qualified at that time as exempt organizations under the section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal revenue law). The distribution required by the preceding sentence shall be made by the Board of Directors or, to the extent not made by them, by a court of competent jurisdiction.
Section 5 – Inactive Club. If the WCAB becomes inactive, the Wellesley College Alumnae Association may appoint a committee or set of officers to reactivate the WCAB.
Section 6 – No Amendment. Article 2 may not be amended or altered without approval of the College.
ARTICLE 3 ELIGIBILITY FOR MEMBERSHIP
Section 1 – Eligible Members. There shall be two classes of eligible members of the Wellesley College Alumnae of Boston: Regular and Honorary Lifetime.
Section 2 – Regular Members. A graduate of Wellesley College or a former student at Wellesley College who was a candidate for a degree from Wellesley College for at least one term and whose class has graduated shall be eligible for Regular Membership. The College will determine the geographical area for the WCAB. In addition, alumnae may request an affiliation with a second alumnae club, which currently entitles the alumnae to receive the newsletters of that club. Regular Members are eligible to vote at a meeting of Members.
Section 3 – Honorary Lifetime Member. The Executive Committee may nominate a candidate for honorary membership and such nominees shall become Honorary Lifetime Members upon their election by a majority vote of the members at any board meeting at which there is a quorum present. Individuals holding an Honorary Membership shall not be entitled to vote at meetings of Members and shall not be eligible to hold elected office.
Section 4 – Members Eligible to Vote. Only Regular Members are eligible to vote at a meeting of Members.
Section 5 – Members Eligible to Hold Office. Only Regular Members who have paid her annual dues for the fiscal year(s) for which they would hold such office are eligible for election to office.
Section 6 – Cessation of Membership. All the rights, powers and privileges of any Member shall cease upon her death or written resignation.
ARTICLE 4 ANNUAL DUES
Section 1 – Establishment of Annual Dues. Annual dues for Members shall be voted upon by the voting members of the Board of Directors. If the Board of Directors does not vote upon the annual dues with respect to any fiscal year, the annual dues schedule shall not change from the prior year. The annual dues schedule shall be set forth on the WCAB’s membership form, which shall be posted on the WCAB’s web site. In cases of extreme hardship, the Executive Committee may waive dues or reduce dues for any person who is eligible for Regular Membership. Any request for a dues waiver shall be kept strictly confidential by the Executive Committee. The dues shall be waived in perpetuity for honorary members.
Section 2 – Application of Dues Payments. Each dues payment shall cover one year of membership of the WCAB and will be counted in the fiscal year in which paid. The WCAB may publish a list of paid Members periodically in its newsletter and on its website. A member who pays dues is known as a Contributing Member.
Section 3 - Contributing Members. Any alumna may become a Contributing 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, and these alumnae are each still classified as a Contributing Member.
Section 4 – Refunds. Dues payments are nonrefundable and nontransferable or assignable.
ARTICLE 5 OFFICERS
Section 1 – Officers. The officers shall be the President, Vice President, Secretary, and Treasurer. Two or three persons may be elected jointly to a single office in which event the office shall be held jointly as co-officers. Any two of the foregoing offices, except the offices of President and Treasurer, may be held by the same person. Terms used in the singular in these By-laws shall be deemed to include the plural for co-office holders.
Section 2 – Election. Officers shall be elected at the annual meeting during the last quarter of the fiscal year, provided, however, that the President and Secretary shall be elected in the same year and shall be elected in a different year from the Vice-President and Treasurer who shall be elected in the same year. Voting shall take place verbally and the installation of new officers shall take place at the beginning of the fiscal year (July 1). Each officer so elected shall hold office until the earlier of: (a) the second annual meeting of Members after the officer’s election or (b) until her earlier death, resignation or removal. The Board of Directors by a two-thirds (2/3) vote at a meeting at which a quorum is present may, at any time with or without cause, remove any officer of the WCAB and declare such office vacant.
Section 3 – Nomination and Term Limits. To provide the maximum number of eligible Regular Members with an opportunity to serve as a Officers of the WCAB, no person who has served two consecutive terms shall be eligible for re-election to the same position until two years shall have elapsed since the expiration of their second term; provided, however, that if the Regular Members have been solicited for such position by email blasts and any other means that the Executive Committee and/or Board deems appropriate and no one comes forward to fill that position, a person may serve additional term(s).
Section 4 – Officer Resignations. Any officer may resign at any time, orally, or in writing, by notifying the President, the Secretary, or the Board of Directors. Resignation shall take effect at the time specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 5 – President. The President shall be the principal executive officer of the WCAB. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the WCAB and shall discharge all duties as are customarily incident to the office of the President and such other duties as may be prescribed by the Board of Directors. The President, or in the absence of the President, the Vice-President, shall preside at all meetings of the Board of Directors and Members. In addition, the President may give notice of any meeting either of the Members or the Board of Directors, in accordance with the provisions of these By-laws.. In addition, the President may appoint special committees and special interest group chairs, shall be a member ex-officio of all committees and shall have access to all records of the WCAB. The President shall also have the power to sign all contracts and obligations of the WCAB and to sign and endorse checks of the WCAB. The President shall serve as liaison of the WCAB to the Alumnae Association, to Wellesley College, and to the public.
Section 6 – Vice-President. In the case of the death, resignation, removal, absence, or inability of the President to act for any reason, the Vice-President shall perform the duties of the President. In addition, the Vice-President shall perform such other duties as may be assigned to them by the President or the Board of Directors. The Vice President shall coordinate all correspondence of the WCAB in a manner prescribed by the Board of Directors.
Section 7 – Secretary. The Secretary shall keep a record of all meetings of the Board of Directors and all regular meetings of the WCAB, and shall read and/or circulate the minutes at the proper time and place. The Secretary shall have custody of all records and official documents belonging to the WCAB, shall receive and record results of regular elections of officers and shall handle all correspondence not handled by the President. The Secretary shall also maintain a list of the directors and the officers, with their names and addresses, maintain officer meeting attendance, and perform such other duties as may be assigned to her by the President or the Board of Directors.
Section 8 – Treasurer. The Treasurer shall manage all financial records and activities of the WCAB, including collecting and keeping an account of all monies received and expended for the use of the WCAB, depositing funds in depositories approved by the Board of Directors, making a report on the finances of the WCAB to the Board of Directors at all Board meetings, making reports of the finances of the WCAB at each meeting of the Members and when called upon by the President, signing and endorsing all checks for the WCAB, paying all approved expenses incurred by the Board of Directors or by its authority in accordance with budget appropriations, signing all written contracts and obligations of the WCAB and performing such other duties as may be assigned to them by the President or the Board of Directors. The Treasurer shall also work with the President to prepare an annual budget for the WCAB. The funds, books and vouchers in the hands of the Treasurer shall be subject to the inspection, supervision and control of the Board of Directors. At the end of their term of office, the Treasurer shall turn over to their successor in office (or to the President, if there is then no such successor) all books, moneys and other property in their possession. The President and the Treasurer are both afforded access to financial reports of the WCAB and bank statements.
The Executive Committee is empowered to act for the Board of Directors in an emergency between the Board of Directors meetings.
Section 9 – Vacancies. Vacancies in any officer position, which may occur between the specified term of such office, may be filled by a vote of a majority Board of Directors at any regular or special meeting at which a quorum is present. Upon the resignation of any director, the President, or in the absence of a President, the Vice-President (in each case, in consultation with the Executive Committee and other members of the Board who may have particular input and expertise with respect to a particular position), may nominate someone to serve in the position of the officer who resigned. That nomination must be confirmed by a majority of the voting members of the Board of Directors. Such person shall serve the remainder of that term. If that person shall have served less than one year in such office, the partial term shall not be counted towards the maximum number of terms that a person may hold a position on the Board of Directors. If that person shall have served more than one year in such office, the partial term shall be counted towards the maximum number of terms that a person may hold a position as an officer or on the Board of Directors.
ARTICLE 6 EXECUTIVE COMMITTEE
Section 1 – Executive Committee. The Executive Committee of the Board of Directors shall consist of the President, Vice-President, Secretary, and Treasurer. The Executive Committee shall carry out the decisions of the Board of Directors and shall act for the Board between meetings and shall confer regarding Board agendas for meetings, and policies and procedures. The Executive Committee must approve all WCAB expenditures in advance and the budget. In addition, the Executive Committee or any member thereof may nominate persons to fill vacancies on the Executive Committee and vacancies on the Board of Directors. Any nomination shall be done in consultation with at least one other Executive Board member and any other voting members of the Board of Directors who have particular expertise with respect to the position being filled
Section 2. Votes of Co-Officers. For Executive Committee votes, each office has one vote. If multiple people holding a co-office participate in a vote and they do not agree on a matter put to a vote, the vote of that office will be counted as an abstention. Minutes of action taken by the Executive Committee must be presented to the Board of Directors at its next meeting
Section 3 – Executive Committee Quorum. The presence in person or by proxy of three quarters of the Executive Committee positions shall be necessary and sufficient to constitute a quorum.
Section 4. Actions. The vote of a majority of the Executive Committee members voting on a measure, in person or by proxy, in which a quorum is participating, shall be necessary and sufficient to take any action, except as otherwise expressly required by law or by these By-laws.
Section 5– Proxies. Any member of the Executive Committee entitled to vote at any meeting may vote by written proxy.
ARTICLE 7 BOARD OF DIRECTORS
Section 1 – Board of Directors. 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 and/or members of the Board of Directors of the Wellesley College Alumnae Association, and/or past members of the Board of the WCAB may be invited to be ex officio members of the Board of Directors.
Section 2 – Function of Board of Directors. All corporate club functions, powers, rights, duties, and privileges shall be exercised by the Board of Directors, except as otherwise expressly provided by law or by these By-laws. The Board of Directors shall have the management and control of all affairs of the WCAB and direct its activities.
Section 3 – Election. Directors shall be elected at the annual meeting of the Members in the last quarter of the fiscal year, provided, however, that no more than one-half of the Board of Directors shall be elected in the same election. Voting shall take place verbally and the installation of new directors shall take office at the beginning of the fiscal year (July 1). Each director so elected shall hold office until the earlier of: (a) the second annual meeting of Members thereafter or until her successor is elected and qualified or (b) her earlier resignation, death or removal. Any director may be removed from office at any time with or without cause, by vote of two-thirds (2/3) of all directors at a meeting at which there is a quorum.
Section 4 – Guidelines for Nominations and Term Limits. In order to provide the maximum number of eligible Regular Members with an opportunity to serve as a directors of the WCAB, no person who has served two consecutive terms shall be eligible for re-election to the same position until two years shall have elapsed since the expiration of her second term; provided, however, that if the eligible Regular Members have been solicited for such position by email blasts and any other means that the Executive Committee and/or Board deems appropriate and no one comes forward to fill that position, a person may serve additional terms. In addition, jobs that require a special skill set, such as Newsletter Chair and Website Chair, may be held by a qualified candidate for more than two terms.
Section 5 – Co-Directors. For voting at a Board of Directors meeting, all chairs have a vote, including co/tri-chairs. Decisions are made by a majority vote of chairs.
Section 6 – Meetings. The Board of Directors shall meet upon the call of the President or Vice President, in their absence, with a minimum of one week advance notice. Regular meetings of the Board of Directors shall be held at least four times per year. Special Meetings of the Board of Directors may be called by the President, or at the written request of any three directors. Notice of a regular or special meeting of the Board of Directors shall be sent by first class mail, email, or provided by telephone not less than one week in advance of any such meeting.
Section 7. Attendance at Board Meetings. Meetings of the Board of Directors may be held in person or via conference call, as may be designated in the notice. All members of the Board of Directors are required to attend the greater of three or two-thirds of scheduled board meetings. Any Director who shall have absented herself from two meetings of the Board, without notifying the President or Secretary in advance of the meeting, giving a reasonable excuse, may be issued a warning. If more meetings are not attended, the Director may be asked by the Executive Board to resign from the Board.
Section 8 – Quorum. The presence in person or by proxy of a simple majority of the voting members of the Board of Directors shall be necessary and sufficient to constitute a quorum, but a smaller number may adjourn any meeting to a later date.
Section 9 – Actions. The vote of a majority of the Board present at a meeting, in person or by proxy, at which a quorum is present, shall be necessary and sufficient to take any action, except as otherwise expressly required by law or by these By-laws.
Section 10 – Telephone or On-Line Participation. Any one or more directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communication or video conferencing equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 11 – Action without Meeting. Whenever directors are required or permitted to take any action by vote at a meeting, such action may be taken instead without a meeting on unanimous written consent of the Directors to take a vote without a meeting. To pass, a document setting forth the action to be taken must be signed by three-fourths of the Directors entitled to vote thereon. In addition, any director may vote by written proxy. A Director may provide their vote by an email sent by the Secretary assenting to the action, or by electronically signing the document with the action through a platform such as Docusign.
Section 12 – Proxies. Any member of the Board of Directors entitled to vote at any meeting may vote by written proxy.
ARTICLE 8 COMMITTEES
Section 1 – Establishment of Committees. - The Board of Directors shall establish committees as deemed necessary to promote and support the purposes and interests of the WCAB. Typically these shall consist of Admissions, Authors on Stage, Book Club, Budget, Eblast, Metrowest Events, Newsletter, Nominating, Membership, Programming, and Technology (Website and Social Media).
Section 2 – Nomination of Candidates for Committee Chairs. The Board of Directors, with the assistance of the Nominating Committee, shall compile a slate of candidates to be presented to the Members at the Annual Meeting. A candidate must receive a vote of the majority of the members of the Board of Directors to be placed on the slate of candidates. Nominations for Board positions may be accepted by the President or Secretary at any time during the year.
Section 3 –Nominating Committee. The President shall appoint a Nominating Committee, and a chair of that Committee, each year by January 31. The Nominating Committee shall advertise for and solicit candidates to interview for each role that will be available during the next fiscal year. The Nominating Committee will recommend candidate(s) for each open position to the Board of Directors. During the interview process, consultations with candidates are encouraged from members of the Board of Directors who have expertise with respect to the position being filled. When nominating potential board members, the Nominating Committee should bear in mind that one of the goals of the Board is to be diversified. A broad range of classes and ethnicities is preferable.
ARTICLE 9 PROVISIONS APPLICABLE TO BOARD OPERATIONS
Section 1 – Fiscal Year. The fiscal year of the WCAB shall be from July 1 through June 30. The Board, with approval of the College, may change the fiscal year by resolution.
Section 2 – Budget and Expenditure Approval. The Board of Directors shall manage and control the affairs, funds, property, and expenditures of the WCAB. Any committee desiring to undertake work involving financial liability must first obtain consent of the Executive Board, which may seek Board approval for such expenditures. The budget for each event and project must be approved in advance of any scheduling or promotion by the Executive Committee. Reimbursements will not be paid for sales tax paid for which the WCAB is exempt. All plans for future events, including but not limited to location information, topics, speakers, and pricing, must be shared and approved by the Executive Board.
Section 3 – WCAB Representation at College Meetings. The WCAB is currently entitled to representation at the meetings of the Alumnae Leadership Council of Wellesley College. One representative shall be the President during her first term, and the other representatives shall be chosen by the President in accordance with the rules of the Wellesley College Alumnae Association. WCAB representatives shall be entitled to reimbursement of their reasonable, actual expenses for attending such events.
Section 4 – College Assessment of WCAB Regular Members. An annual assessment for each Regular Member of the WCAB, in the amount provided by the By-laws of the Wellesley College Alumnae Association, shall be paid to the Wellesley College Alumnae Association by the Treasurer. This assessment supports travel to Alumnae Leadership Counsel for smaller clubs who do not have the resources of the larger clubs.
Section 5 – WCAB Notification of College of Elections and Annual Report. The President shall notify the Wellesley College Alumnae Association of the results of all WCAB elections within two weeks thereafter. In addition, the President and the Treasurer shall respectively submit an annual written report of the overall WCAB’s status and the WCAB’s financial status to the Wellesley College Alumnae Association. The Annual Report shall be completed by June 1, presented to the Board of Directors, and then submitted to the Wellesley College Alumnae Association.
Section 6 – Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the WCAB, in addition to the officers so authorized by the By-laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the WCAB. Such authority may be general or confined to specific instances.
Section 7 – Checks and Deposits. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the WCAB shall be signed by such officer(s) or agent(s) of the WCAB and in such manner as shall from time-to-time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or President, or any member of the Executive Committee, at the direction of the President. All funds of the WCAB shall be deposited from time-to-time to the credit of the WCAB in such banks, trust companies, or other depositories as the Executive Committee may select.
Section 8 – Gifts. The Board of Directors may accept on behalf of the WCAB any contribution, gift, bequest or devise for general purposes or for any special purpose of the WCAB.
Section 9 – 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.
ARTICLE 10 MEETINGS OF THE MEMBERS
Section 1 – Annual Meeting. An Annual Meeting of the Members shall be held each fiscal year in the fourth quarter (between April 1 and June 30). The time and place of the meeting shall be determined by the Board of Directors and written notice of such meeting shall be included in the newsletter and/or provided via email to all persons in the geographic area who are eligible for Regular Membership and who have made their email address available to the WCAB and/or the College for this purpose
Section 2 – Purpose of Annual Meeting. At each Annual Meeting, the Regular Members entitled to vote at the meeting shall elect the officers and directors of the WCAB and may transact such other business as may properly come before the meeting. The Treasurer will present a summary of WCAB finances. All references in these By-laws to an annual meeting shall be deemed to include, except as otherwise expressly provided, a special meeting in lieu of an annual meeting. In addition to the election of officers, the annual meeting may include a review of the activities of the past year and a discussion of events for the coming year.
Section 4 – Special Meetings. A special meeting of the Members may be called at any time by the President or the Board of Directors, or shall be called by the President within two weeks of her receipt of a request for a special meeting signed by at least 25 Regular Members entitled to vote at such meeting stating the purpose of such proposed meeting. Notices of such meetings shall be sent by first class mail and/or email to eligible Regular Members who have made their email address available to the WCAB and/or the College for this purpose at least ten but not more than 40 days prior to the date set for such meeting.
Section 6 – Quorum. At all annual or special meetings of the Regular Members of the WCAB, the presence, in person or by proxy, of 20 Members entitled to vote at such meeting shall be necessary and sufficient to constitute a quorum, but a smaller number may adjourn to a later date and at least one day’s notice of such adjourned date shall be given by email or telephone to each Member who was not present at such meeting.
Section 7 – Actions. The act of a majority of the Regular Members present at a meeting, in person or by proxy, at which a quorum is present shall be necessary and sufficient to take any action, except as otherwise expressly required by law or by these By-laws.
Section 8 – Proxies. Any Member entitled to vote at any meeting may vote by written proxy.
ARTICLE 11 AMENDMENTS
Section 1 – Amendment of Bylaws. These By-laws may be amended, supplemented or repealed from time to time by a majority vote of the Board of Directors or Regular Members present at a meeting, in person or by proxy, at which a quorum is present, provided, however, that any By-law adopted by the Regular Members which provides that it may not be amended or repealed by the Board of Directors may be amended or repealed only by the Members.
Revised 6/25/17 by committee.
Approved by Members of WCAB at Annual Meeting June 28, 2017.