BYLAWS OF

N.F.W. INCORPORATED, dba

NETWORKING FOR WOMEN OF TULARE COUNTY

A California Nonprofit Public Benefit Corporation

ARTICLE I

NAME

The name of this corporation is N.F.W. Incorporated, doing business as Networking for Women of Tulare County.

ARTICLE II

PRINCIPAL OFFICE

The principal office for the transaction of the activities and affairs of the corporation is located in Tulare County, California.  

ARTICLE III

PURPOSES AND LIMITATIONS

SECTION 3.01.  PURPOSES

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person.  It is organized under the California Nonprofit Public Benefit Corporation Law for charitable and public purposes.  This corporation is organized exclusively for purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code. 

SECTION 3.02.  LIMITATIONS

(a).Political activity.  No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any can­didate for public office.

(b).Property.  The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above.  No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members employees or to the benefit of any private individual.

(c).Dissolution.  Upon the winding up and dissolu­tion of this corporation, after paying or adequately pro­viding for the payment of the debts, obligations and liabili­ties of the corporation, the remaining assets of this 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 Code.  

ARTICLE IV

MEMBERSHIP

SECTION 4.01.  QUALIFICATIONS AND RIGHTS OF MEMBERSHIP

(a).Members.  This corporation shall have one class of members, consisting of persons dedicated to the purposes of this corporation, who meet other qualifications for membership, as the Board of Directors may determine.  Applicants shall be eligible for membership on approval of the membership application by the Board and on timely payment of such dues and fees as the Board may fix from time to time.  Qualifications for membership shall be set by majority vote of the Board, except that no change in qualification shall be the cause of termination of the membership of any member who was qualified at the initial time of membership.

(b).Voting Members.  Members shall be entitled to vote, as set forth in these Bylaws, on the election of members of the Board of Directors, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the corporation, on an amendment to the Articles of Incorporation, except as otherwise specified in the California Nonprofit Corporations Law and on the adoption, amendment or repeal of these Bylaws, except as otherwise specified in the California Nonprofit Corporations Law. 

SECTION 4.02.  DUES, FEES, AND ASSESSMENTS

Each member must pay, within the time and on the conditions set by the Board, the dues, fees and assessments in amounts to be fixed from time to time by the Board. 

SECTION 4.03.  TERMINATION OF MEMBERSHIP

(a).Causes of Termination.  A membership shall terminate on occurrence of any of the following events:

1.Resignation of the member

2. Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;

3.Failure of the member to pay dues, fees or assessments as set by the Board within the period of time set by the Board after they become due and payable.

SECTION 4.04 MEETINGS OF MEMBERS

(a).      Place of Meeting.  Meetings of the members shall be held at any place designated by the Board.

(b).      Notice Requirement.  Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each member.  The notice shall specify the place, date and hour of the meeting, and those matters that the Board intends to present for action by the members.

(c).      Annual Meeting.  An annual meeting of members shall be held on the usual meeting date in October of each year.  At this meeting, Directors shall be elected and any other proper business may be transacted.

(d).      Quorum:  The members present at a regular or special meeting shall constitute a quorum. 

(d).Approval by Majority Vote.  The affirmative vote of a majority of those voting shall be the act of the members, unless the vote of a greater number is required by the California Nonprofit Corporation Law or by the Articles of Incorporation.

ARTICLE V

DIRECTORS

SECTION 5.01.  NUMBER AND ELECTION OF DIRECTORS

(a).Authorized number. The authorized number of Directors shall be as set by a majority vote of the sitting Board.

(b).Election of Directors: 

1.Nominations of Committee. The Chairman of the Board shall appoint a committee to select qualified candidates for election to the Board of Directors.  The committee shall consist of no more than five (5) members, at least two (2) of whom shall be current Board members.  In September or at such time as the Board may set, this nominating committee solicits names for nomination from the general membership and Board. The committee shall make its report to the Board at the October meeting of the Board of Directors or at such other time as the Board of Directors may set. At the October meeting of the Board of Directors the Board shall vote upon a proposed slate of Board members.  The Secretary shall forward to each member with the notice of the annual meeting a list of the proposed slate of candidates nominated under this Section.

2.Nominations from the Floor.  At the meeting of members to elect Directors, any member present may place names in nomination.

SECTION 5.02.  TERM OF OFFICE OF DIRECTORS

(a).Term.  The Directors newly selected shall hold office for a term of two (2) three (3) years.  Directors may hold two (2} successive terms.  All terms shall be staggered so that at least a majority of the Directors will hold over from year to year.  Each Director shall hold office until expiration of the term for which elected.  A member can be reelected to the Board a year after the expiration of her last term.

(b).Start of Term.  Directors elected at the annual meeting in October take office at the first regular Board meeting held in the January following the annual meeting, unless such Director is appointed to fill a vacancy.

SECTION 5.03.  VACANCIES

Any vacancy on the Board shall be filled by vote of the remaining Directors.  An individual filling a vacancy shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

SECTION 5.04.  PLACE OF MEETINGS

Meetings of the Board shall be held at such place as has been designated by the Board. 

SECTION 5.05.  ANNUAL, REGULAR AND SPECIAL MEETINGS OF THE BOARD

(a).Annual Meeting.  The Board shall hold an annual meeting immediately following the annual meeting of the membership, or in conjunction with its next regularly scheduled meeting of each year, for the purpose of organization, election of officers and the transaction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting.  

(b). Other Regular Meetings.  Other regular meetings shall be held at a time and place to be set by the Board.  Said meetings shall be held without notice; provided, however, any given monthly meeting may be dispensed with by majority agreement of the Board.

(c).Special Meetings.  Special meetings of the Board for any purpose may be called at any time by the President, or the Vice President, or the Secretary or any two Directors.

SECTION 5.06.  QUORUM OF THE BOARD

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business.  A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

SECTION 5.07.  ADJOURNMENT

A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

SECTION 5.08.  ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to that action.  Such action by written consent shall have the same force and effect as any other validly approved action of the Board.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.  E-mails or other electronic communications are acceptable as written consent. 

ARTICLE VI

COMMITTEES

In addition to the Nominating Committee the Board may create one or more committees to serve at the pleasure of the Board.  Appointments to committees of the Board shall be by majority vote of the Directors then in office. 

ARTICLE VII

OFFICERS

SECTION 7.01.  OFFICERS

The officers of the corporation shall include a President, a Vice President, a Secretary, and a Treasurer.  The immediate past President shall remain on the Board of Directors for at least one year following the end of the past President’s term of office.

SECTION 7.02.  ELECTION OF OFFICERS

The officers of the corporation shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board. 

SECTION 7.03.  REMOVAL OF OFFICERS

Any officer may be removed, with cause, by the Board of Directors. 

SECTION 7.04.  VACANCIES IN OFFICE

A vacancy occurring in any office because of death, resignation, removal or other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

SECTION 7.05.  RESPONSIBILITIES OF OFFICERS

(a).President.  Subject to the control and supervision of the Board, the President shall generally supervise, direct and control the activities and affairs and the officers of the corporation.  The President shall preside at all meetings of the members and the Board.  The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws.

(b).Vice President.  In the absence or disability of the President, the Vice President shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.  The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for her by the Board or the Bylaws.

(c).Secretary. 

(i).Book of minutes and record of membership.  The Secretary shall keep a book of minutes of all meetings and actions of the Board.  The Secretary shall also keep, or cause to be kept a copy of the Articles of Incorporation and Bylaws, as amended to date.  The Secretary shall also maintain a complete and accurate record of the membership of the corporation, as well as a record of the proceedings of all meetings of the membership.

(ii).Notices, seal and other duties.  The Secretary shall give notice of meetings of the members.  The Secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board.

(d).Treasurer.

(i).Books of account.  The Treasurer of the corporation shall keep adequate and correct books and accounts of the properties and transactions of the corporation, and shall send to the Directors such financial statements and reports as are required by the Board, by law or these Bylaws to be given.  The books of account shall be open to inspection by any Director at all reasonable times.

(ii).Deposit and disbursement of money and valuables.  The Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President when requested, an account of all transactions as Treasurer and of the financial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

SECTION 8.01  INSURANCE

The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer's, Director’s, employee's or agent's status as such.

ARTICLE IX

RECORDS AND REPORTS

SECTION 9. 01.  MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep:

(a).Adequate and correct books and records of account;

(b).Minutes of the proceedings of the Board and committees of the Board;

(c).A record of its members, giving their names and addresses.

ARTICLE X

AMENDMENTS

SECTION 10.01.  ADOPTION OR AMENDMENT BY MEMBERS

New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of a majority of the members of the corporation present at any meeting noticed for such purpose. 

SECTION 10.02.  AMENDMENT BY BOARD OF DIRECTORS

Subject to the right of members under Section 10.01 hereinabove, Bylaws other than a Bylaw materially and adversely affecting the rights of members as to voting or transfer, may be adopted, amended or repealed by a majority vote of the Board of Directors.  The Board of Directors retains the right to set any policy or practice not inconsistent with these guidelines.

SECTION 10.03.  MAINTENANCE OF RECORDS

The Secretary of the corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the corporation and is maintained with the official records of the corporation at the principal office of the corporation.