WILS Bylaws
Women in Leisure Services, Chi Kappa Rho
National Bylaws
Approved: November 2022
Article I: Corporation
1.01.00 Name
The name of the Corporation is Women in Leisure Services, CHI KAPPA RHO, and shall hereinafter be referred to as the “Corporation.”
Article II: Offices and Fiscal Year
2.01.00 Principal Office
The principal office for the transaction of activities and affairs of this Corporation is located at 2375 E. Imperial Hwy, #1023, Brea, CA 92821.
2.02.00 Fiscal Year
The fiscal year of the Corporation shall be September 1 through August 31 of the following year.
Article III: Membership
3.01.00 Membership Classes and Rights
The “Corporation” shall have members as set forth in these Bylaws. The Board of Directors may establish written rules; policies; membership names, tiers, and packages; procedures; and forms regarding the admittance, conduct, benefits, rights, and termination of members, provided said provisions do not conflict with these Bylaws.
3.01.01 Member
Any woman currently or formally employed on year-round basis, in the field of leisure and community services or related field or is retired from the field of leisure and community services or related field, is qualified to become a member and remain in that status until she resigns from the Corporation or is declared inactive in accordance with National Bylaws. Members have full voting rights and may hold office in the Corporation.
3.01.02 Supporter
Any individual wishing to support the Corporation who does not meet membership requirements is qualified to become a supporter and remain in that status until the individual resigns from the Corporation or is declared inactive in accordance with National Bylaws. Supporters shall have no voting rights and shall not hold any office in the Corporation
3.02.00 Admission
The “Corporation” shall have a process to accept and approve membership applications and renewals. Upon vetting and approval of applicants, members and supporters will gain the rights and privileges available per the membership classification assigned.
3.03.00 Assessments
3.03.01 Application Fees
No application fee shall be charged for submitting an application for membership to the Corporation. If the membership application is rejected, any annual dues prepaid with the application shall be returned.
3.03.02 Dues
Annual dues payable to the Corporation by members shall be in such amounts, collected in such manner and payable at such times as shall be determined by resolution of the National Board of Directors. Chapters shall have the authority to levy dues in addition to the Corporation’s annual dues. Membership shall be suspended during the period in which assessment remains unpaid and delinquent.
No dues will be refunded except as approved by a two-thirds vote of the Board of Directors or its designee, in its sole and final discretion.
3.04.00 Non-Liability of Members
No member of this Corporation shall be personally liable for the debts, liabilities or obligations of the Corporation.
3.05.00 Member in Good Standing
A member in good standing is one who has paid current dues and assessments, has no other outstanding obligations to the Corporation and who has not been found by the Corporation to be in violation of membership conditions and requirements established by the Corporation.
3.06.00 Member Obligation to Follow Corporation Rules
Each member of this Corporation agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board and/or duly constituted committees of the Corporation.
3.07.00 Termination
A membership shall be suspended or terminated whenever the Board or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred. (a) resignation of a member on a reasonable notice to the Corporation; (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) failure of a member to pay des, fees, or assessments in the amount and under the terms set by the Board; (d) failure to abide in the lawful decisions of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.
3.08.00 Discipline
A member may be publicly reprimanded, fined suspended or terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree, to (1) observe the Corporation’s rules of conduct as prescribed by the Board in these Bylaws or otherwise, (2) to abide in the lawful decisions of any duly constituted committee of the Corporation, or to engage in any conduct which is deemed by the Board or its designee contrary or prejudicial to the interests and/or purposes of the Corporation. The discipline shall occur only after the member has been given a fifteen (15) day prior written notice of the proposed discipline and the reasons therefor. The notice shall also advise the member of the member’s opportunity to be heard, orally or in writing, as determined by the Board, not less than five (5) days before the effective date of the discipline by the Board or its designee. The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.
The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.
Article IV: Membership Meetings
4.01.00 Annual Membership Meeting
The Corporation shall hold an annual meeting of the regular membership through their designated representatives at the place and on the date that the Board determines. At the annual meeting, Directors shall be elected, the Board shall report the activities of the Corporation to the members, and other business shall be transacted as may be properly brought before the meeting.
4.02.00 Special Meetings
The President, the Board or twenty (20) percent or more of the members may call special meetings of the regular membership.
4.03.00 Notice
The Board must give Corporation members reasonable notice of all annual and special meetings. The notice shall include a description of the business to be discussed, including the language of any proposed Bylaws amendment, and shall be given at least thirty (30) days (but not more than 90 days) before the meeting.
4.04.00 Quorum, Voting
Those present personally or via electronic means at a duly convened membership meeting constitutes a quorum. Whenever a quorum is present, either personally or by electronic means, an act or decision made by a majority of the members is a valid act or decision. Proxy voting is not permitted at any meeting.
4.05.00 Action Without a Meeting: Written Ballot
Any action which may be taken at a meeting of the members may be taken by conforming to the mail balloting procedure specified in the California Nonprofit Corporation Law.
4.06.00 Conduct of General Membership Meetings
Meetings of members shall be presided over by the President of the Corporation or in her absence, by the Vice President or in the absence of both, by a chairperson chosen by the majority of the members present. The Secretary of the Corporation shall act as Secretary of all meetings provided that in her absence the presiding office shall appoint another person to act as Secretary of the meeting.
4.07.00 Parliamentary Procedures
All meetings of members and meetings of the Corporation shall be governed by the Roberts Rules of Order as may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, the Articles of Incorporation, or the policies or decisions of the Board or the law.
Article V: Board of Directors
5.01.00 Board of Directors
The National Board of Directors (“Board”) is the governing body of the Corporation and has authority and is responsible for the supervision, control and direction of the Corporation.
5.02.00 Number and Duties
The Board shall be comprised of the Directors; President, President-Elect, Past President, Director of Records and Communication, Director of Finance, and Director of Membership and Events and one Chapter Delegate (“Delegate”) from each Active Chapter of the Corporation. All Directors must be members of the Corporation.
Directors and other volunteer leaders shall receive no financial compensation for their services, but shall be eligible for reimbursement of reasonable and necessary expenses incurred on behalf of the Corporation by that volunteer leader in accordance with rules and procedures established by the Directors.
5.03.00 Nomination and Election of Directors and Chapter Delegates
5.03.01 Directors
President – Elect, Director of Records and Communication, Director of Finance, and Director of Membership and Events shall be elected by members of the Corporation by ballots cast by mail by members entitled to vote therein, or via an electronic election prior to the Annual Membership Meeting, to serve for one year and until successors are elected and have qualified. Regardless of date of formal installation, the term of office shall begin September 1 following their election.
5.03.02 Chapters Delegates
The Delegate from each Active Chapter shall be selected or voted into that position as specified by the Bylaws of that Chapter and shall serve a two (2) year term on the National Board.
One-half of the authorized number of Delegates shall take office each year.
5.04.00 Duties
The Directors perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the position descriptions for each officer as adopted by the Board from time to time. In addition, the President acts as Chairman of the Board; the President – Elect acts in place of the President when the President is not available; and the Director of Finance is the Chief Financial Officer.
5.05.00 Vacancies
If a vacancy occurs on the Board of Directors for any reason, the Board may fill the unexpired portion of the term. Any Director may resign at any time by giving written notice to the National Board of Directors of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of the resignation by the Board shall not be necessary to make it effective.
5.06.00 Board Meetings
Any one director or any two National Delegates may call meetings of the Board. The Board shall hold its annual meeting at the time and place it selects and shall hold other meetings each year at the time and place it selects.
5.07.00 Notice
The Board may hold regular meetings without notice if the time and place of such meetings is fixed by the Board. The Board may hold special meetings upon four (4) days notice by first class mail or 48 hours notice delivered personally or by telephone, telegraph, email or facsimile.
5.08.00 Quorum
A simple majority of the then-sitting members of the Board of Directors shall constitute a quorum of the Board.
5.09.00 Board Action
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board. The Board may adopt rules and regulations which may supplement and interpret these Bylaws and shall be binding and enforceable as to members, Directors and officers.
5.10.00 Meeting Attendance
The office of any elected Director, who shall be absent without excuse (an unexcused absence shall be defined as any absence without notification to the President or President – Elect) from three regular meetings of the Board of Directors per year, may be declared vacant by the Board of Directors.
5.11.00 Meeting by Conference or Other Electronic Means
Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment if all of the following apply: (a) each member can communicate with all of the other members concurrently; (b) each member is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to a specific action to be taken; (c) a means of verification is adopted and implemented by the corporation as to both of the following: (1) the person communicating by electronic means is entitled to participate in the Board meeting and (2) all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.
5.12.00 Action by Unanimous Written Consent Without a Meeting
Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.
5.13.00 Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Article VI: Committees
6.01.00 Nominations and Elections Committee
The Nominations and Elections Committee shall be chaired by the National Past President. The Board of Directors may establish written rules relating to the Nominations and Elections Committee, including its composition, policies and procedures.
6.02.00 Other Committees
The Corporation shall have other committees with such members to perform such functions as shall be designate from time to time by the National Board of Directors. All committees shall be accountable to the Board of Directors. The Board of Directors may establish written rules and procedures applicable to committees.
Article VII: Chapters
7.01.00 Chapters
The Board of Directors may establish written rules, policies and procedures relating to Chapters, including but not limited to the acceptance, operation and dissolution of Chapters.
Article VIII: Bylaw Amendments
8.01.00 National Bylaw Amendments
These Bylaws may be amended by a two-thirds vote of the Board and subsequent ratification by members through a simple majority of votes received. The Board may establish written rules and procedures for acceptance of input for the members concerning proposed amendments to the Bylaws.
Article IX: Emergency Action
9.01.00 Emergency Action
The Board of Directors or Executive Committee of this Corporation may, to the full extent of and in the manner permitted by Corporations Code Sections 7140 and 7151, take actions and conduct business as may be necessary to protect the interests of the Corporation and its membership in the event of an emergency. A written record of all actions taken will be maintained during the emergency period, and all such actions shall be subject to review by the Corporation, in its sole discretion, upon conclusion of the emergency.