Membership BYLAWS
OF
YIN. WOMEN’S SOCIAL CLUB
Overview
The name of the organization is Yin. Women's Social Club. The organization is facilitated in accordance with the Corporations and Associations Article of the Annotated Code of Maryland, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributed to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:
To build a safe & fun community for women in the DC Metropolitan Area while also giving back to charitable causes.
The organization is facilitated exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue Code.
ARTICLE I
MEETINGS
Section 1. Seasonal Meeting. A seasonal meeting shall be held each FEB, APR, JUN, and OCT for the purpose of discussing the organization and its events and activities for the season. The seasonal meeting shall be held at the time and place designated by the Executive Board of Directors (referred to as “E-Board”).
Section 2. Special Meetings. Special meetings may be requested by the President or any one of the directors on the E-Board. Virtual meetings are optional.
Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be sent to all directors at least 10 days prior to the meeting.
Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 5. Quorum. A majority (two-thirds) of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.
Section 6. Membership Fees. NEWCOMERS have the option of becoming a TRIAL MEMBER for a monthly fee of $25 during their first year. NEWCOMERS are also given the option to become an ELITE MEMBER by paying an annual fee of $250, saving $50 each year. EVENTS COMMITTEE and E-BOARD Members are also subject to quarterly fees of either $25 or $50 due at every seasonal meeting. Fees subject to change in accordance with Article V: Amendment to Bylaws. ALL FEES ARE NON-REFUNDABLE (Amended Jan 1, 2023; Oct 1, 2023; May 8, 2024)
ARTICLE II
DIRECTORS
Section 1. Number of Directors. The organization shall be managed by an Executive Board of Directors (E-Board) consisting of 7 directors.
Section 2. Election and Term of Office. Each director shall serve a term of 2 year(s), or until a successor has been elected and qualified.
Section 3. Quorum. A majority (two-thirds) of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Regular Meeting. The Executive Board of Directors (E-Board) is required to meet at least once each month during the first year of operation - and once per year (JAN) thereafter - for the purpose of discussing and confirming group events, activities, and such other business as may be deemed appropriate. The Executive Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice. Minutes of the meeting shall be sent to the Executive Board of Directors within two weeks after the meeting. Virtual meetings are optional.
Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Executive Board of Directors, whether by death, resignation, removal or any other cause, may be filled by theremaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 10. Committees. To the extent permitted by law, the Executive Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
Section 11. Membership Fees. For the Executive Board of Directors, a yearly fee of $250 is required to be paid by the end of every Winter season for continued membership. Members are also subject to the quarterly fees of either $25 or $50 due at each seasonal meeting. Fees subject to change in accordance with Article V: Amendment to Bylaws. ALL FEES ARE NON-REFUNDABLE (Amended Feb 12, 2023)
ARTICLE III
OFFICERS
Section 1. Number of Officers. The officers of the organization shall be a President, Vice- President, Treasurer, Secretary, Social Events Co-Chair/Social Media Manager, and two (2) Historians. Two or more offices may be held by one person. The President may not serve concurrently as a Vice President. President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board. Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings. Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee. Historian. Keep an accurate record of club history by taking photos and videos of all major events using Google Drive gallery. May be responsible for record keeping pertaining to written and oral records, club data, events, programs, news clippings, etc. Social Events Co-Chair/Social Media Manager. Responsible for organizing + managing all social events, maintaining the club’s online presence by developing strategies consistent with social media trends, producing content and facilitating online campaigns or projects. This will include management of Eventbrite.
Section 2. Election and Term of Office. The officers shall be elected by the E-Board at the first meeting of the Executive Board of Directors each two (2) year term or when a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the E-Board.
ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice- President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Executive Board of Directors.
ARTICLE V
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Executive Board of Directors by a two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the next meeting.
ARTICLE VI
DISSOLUTION
The organization may be dissolved only with authorization of its Executive Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Executive Board of Directors.
Certification
Camira Thomas, President of Yin. Women's Social Club, certifies that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Executive Board of Directors on June 12, 2022.