Women Professionals in Government

Mission Statement

Women Professionals in Government (WPG), a 501(c)(3) organization, meets on the first Thursday of every month at Nino's/Grappino's to have lunch, network, and hear an outstanding community leader. The meetings are open to city, county, state, and federal professional women, as well as men, who work in or with government. WPG is organized exclusively for charitable, educational and social welfare purposes to facilitate the development of a support network among members interested in government and public policy, to impart knowledge and skills essential to career growth in government and public policy, to provide scholarship opportunities to young women pursuing degrees in government and public policy, to provide grant funding to agencies serving women and/or children and for any and all lawful activities deemed to be in the best interest of its membership as long as these activities do not contradict the non-profit, and politically nonpartisan basis of this organization.

 

 

Bylaws

ARTICLE I – NAME

The name of the Corporation shall be Women Professionals in Government. It shall also use the assumed name and logo of WPG. Its principal office shall be located in Houston, Texas.

 

ARTICLE II – PURPOSE

The Corporation is organized exclusively for charitable, educational and social welfare purposes to facilitate the development of a support network among members interested in government and public policy, to impart knowledge and skills essential to career growth in government and public policy, to provide scholarship opportunities to young women pursuing degrees in government and public policy, to provide grant funding to agencies serving women and/or children and for any and all lawful activities deemed to be in the best interest of its membership as long as these activities do not contradict the non-profit, and politically nonpartisan basis of this organization.

 

ARTICLE III – POLICY

Section 1. The Corporation may prepare, adopt and make public an official position on matters of interest to the membership and related to public issues. Such positions should be reserved for those matters deemed to have significant impact on the membership.Section 2. The Corporation will not endorse or promote political candidates but may provide neutral forums for discussions of public policy.Section 3. Proposals for official positions shall be sent to all members of the Corporation at least ten (10) days prior to the meeting at which the position will be considered. The notice must identify the proposal as well as the time and place of the meeting.Section 4. Only members in good standing are eligible to vote on official Corporation positions. A two-thirds vote of these members present is required for adoption.Section 5. The Corporation shall not discriminate on the basis of race, ethnicity, creed, age, religion, disability or sexual orientation in any of its activities, services or membership.

 

ARTICLE IV – MEMBERSHIP

Section 1. Membership shall be open to all persons who have a strong interest in public policy issues

Section 2. Membership is determined on an annual basis by the payment of dues. To be in good standing, dues for the current fiscal year must have been paid prior to any meeting at which a vote is taken. Dues paid in the first ten months of the fiscal year shall constitute payment for the current fiscal year. Dues paid in the last two months of the fiscal year shall constitute payment for the remaining two months of the current fiscal year and the next fiscal year. Annual dues for students will be one-half of the regular membership amounts.

Section 3. The Board of Directors shall determine the amount of annual dues for each year. Any changes will be made no later than August of each year.

Section 4. The Membership Chair, who is responsible for providing the current information to the Treasurer, shall keep membership status up-to-date.

Section 5. Membership entitles a member to the member’s fee for the membership luncheons, meeting notices and invitations to all WPG events and activities, the right to vote on the annual election of Officers and Directors, any official positions taken by the Corporation or any proposed changes to these bylaws and, if nominated and elected, the right to serve as an Officer or Director.

 

ARTICLE V – BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the Executive Committee of the Corporation, the elected chairs of each Standing Committee and the Immediate Past-President. The power, authority and responsibility to manage the affairs and property of the Corporation shall be vested in the Board of Directors.

 

Qualifications

Section 2. Only members in good standing shall be eligible to serve on the Board of Directors.

 

Nomination and Election

Section 3. The Nominating Committee shall recommend a slate of Directors at any luncheon between January to April of each each year. The members may make nominations from the floor at that time.
Section 4.
Elections of Directors shall be held during any subsequent Spring membership luncheon after the luncheon where the slate of Directors was nominated. The Nominating Committee will provide the name of the candidate(s) in alphabetical order for each position on the Board of Directors. A simple majority of votes cast by members in good standing who are present at the May meeting shall elect.

Section 5. New Directors shall be installed at the Spring/Summer Social and shall assume office,  after the later of the May meeting or the Spring/Summer Social.


Term

Section 6. The term of each Director shall run concurrent to the terms of the Corporation’s Officers.

Section 7. No Director shall serve more than three consecutive terms in the same position unless approved by a 2/3rds vote of the Board of Directors.

 

Vacancies

Section 8. The Board of Directors shall elect by majority vote an eligible candidate from the Corporation’s active membership to fill any vacancy on the Board of Directors. A Director elected to fill a vacancy shall be elected for the un-expired term of the vacant position.

Section 9. A Director may be removed for failure to maintain membership in good standing, any violation of these bylaws, neglect of duties for a sixty (60) day period or upon conviction of a felony.

Section 10. A vacancy due to the removal of a Director shall be filled as stipulated in Sections 8 of this Article.

Section 11. A majority vote of the Board of Directors is required for declaring an office vacant.

 

Quorum

Section 12. A quorum shall be 7 members of the 13-member Board of Directors. Each director shall have one vote.

 

Meetings

Section 13. The Board of Directors shall meet at least quarterly.Special meetings

Section 14. Because there may be emergencies and other situations when it is necessary for the Board of Directors to convene a special meeting, the President shall have the authority to call a special meeting of the Board of Directors. Any special meeting may be conducted electronically via email, by telephone, by facsimile or at a location specified by the President.

Section 15. Notice of any special meeting of the Board of Directors shall be provided to all Officers and Directors via email; telephone or written notice, delivered personally or sent by mail or facsimile, at least 48 hours in advance of the meeting. The business to be transacted at the special meeting of the board shall be specified in the notice of such meeting. No other business may be transacted at said special meeting.

 

Conflict of Interest

Section 16. Each Director shall sign a conflict of interest statement upon joining the board.

 

ARTICLE VI – EXECUTIVE COMMITTEE

Section 1. This Corporation shall have an Executive Committee of the Board of Directors.

Section 2. The Executive Committee shall consist of the duly elected officers of the Corporation.

Section 3. The Executive Committee shall supervise the day-to-day operation of the Corporation.

 

ARTICLE VII - OFFICERS

Section 1. The Corporation shall have five officers: President, First Vice President/President Elect, Second Vice President, Secretary and Treasurer.
 
Qualifications
Section 2. Only members in good standing shall be eligible to hold office.

 

Nomination and Election

Section 3. The Nominating Committee shall recommend a slate of officers at any membership luncheon from January to April each year. The members may make nominations from the floor at that time.

Section 4. Elections of Directors shall be held during any subsequent Spring membership luncheon after the luncheon where the slate of Directors was nominated.  The Nominating Committee will provide the name of each office being filled and the name of the candidate(s) in alphabetical order for each office. A simple majority of votes cast by members present at the May meeting shall elect.

Section 5. New officers shall be installed at the Spring/Summer Social and will  assume office after the May meeting.

 

Term

Section 6. With the exception of the First Vice President/President Elect, officers shall be elected annually for a term of one year. After serving for one year as First Vice President/President Elect, the First Vice President/President Elect will automatically succeed to the office of President for a successive one-year term.

Section 7. No Director shall serve more than three consecutive terms in the same position unless approved by a 2/3rds vote of the Board of Directors.

 

Vacancies

Section 8. The First Vice President/President-Elect for the balance of the current term shall fill a vacancy in the office of President. If the First Vice President/President Elect is unable to assume the position of President, the Second Vice President will be allowed to fill that position with the approval of the Board of Directors. The President will nominate a replacement for the Second Vice President who will be approved by vote of the Board of Directors.

Section 9. The Board of Directors shall elect by majority vote an eligible candidate, from the current membership, to fill a vacancy in any office except President, which shall be filled by right of succession as specified in Section 8 of this Article. An officer elected to fill a vacancy shall be elected for the un-expired term of the vacant office.

Section 10. A vacancy in an office due to the removal of an officer shall be filled as stipulated in Sections 8 and 9 of this article.

Section 11. An officer may be removed from office for failure to maintain membership in good standing, any violation of these bylaws, neglect of duties for a sixty (60) day period or upon conviction of a felony.

Section 12. A majority vote of the Board of Directors is required for declaring an office vacant.

 

Duties of Officers

Section 13. The President shall call meetings of the Corporation and of the Board of Directors; shall preside at those meetings; shall create, appoint and discharge Standing and Special Committees with the exception of the Nominating Committee; shall speak and correspond in the name of the Corporation; shall sign checks when required; and shall perform other duties customary to the office. The President shall designate a member of the Board of Directors to be responsible for receiving reservations for membership luncheons and notifying the luncheon facility about the number of reservations.

Section 14. The First Vice President/President-Elect shall assist the President whenever needed and shall serve in the event the President is unable to complete the term of office. The First Vice President/President-Elect shall prepare an annual budget for submission to the Board of Directors and provide monthly budget reports and shall perform other duties customary to the office.

Section 15. The Second Vice President shall provide the members with informative programs, contacting and booking speakers for each program meeting. Representatives from elected office, government or public policy initiatives should be given priority as program speakers. The Second Vice President shall perform other duties customary to the office.

Section 16. The Secretary shall prepare minutes of all meetings of the Board of Directors, shall present for approval at each meeting of the Board of Directors the minutes of the previous meeting, shall maintain on file conflict of interest statements for all directors and shall perform other duties customary to the office.

Section 17. The Treasurer shall maintain the financial records of the Organization, shall submit a monthly financial report for approval to the Board of Directors, shall receive all dues and other moneys in the name of the Organization and deposit them in the Organization’s bank account, shall disburse funds in accordance with the budget, shall receive claims in payment owed by the Organization, shall keep accounts which shall be open for inspection by the membership at all times, shall submit an end of year report due by the end of the fiscal year on June 30 and shall perform other duties customary to the office.

 

ARTICLE VIII – STANDING COMMITTEES

Section 1. The Membership Committee shall be responsible for the design of the membership brochure and/or application, updating the membership roster and creating membership lists for use by the organization, sending dues renewal notices to current members and for recruiting potential members.

Section 2. The Public Relations Committee shall be responsible for informing the media about monthly meetings and newsworthy events and organizing the Spring/Summer Social.

Section 3. The Historical Committee shall be responsible for ensuring that all original Corporation documents held by the Officers and Directors are deposited with the Harris County Archives at the end of each Fiscal Year.

Section 4. The Hospitality Committee shall be responsible for providing door prizes at meetings; for greeting members and guests; and for assisting new members in meeting other members.

Section 5. The Scholarship Committee shall be responsible for contacting the Deans of the Schools of Public Administration and Political Science at colleges and universities in Harris County; for designing the scholarship application; for reviewing applications; interviewing applicants, and reporting the Committee’s selection to the Board of Directors. The Chair will also introduce the recipient to the membership at the meeting when the award is presented.

Section 6. The Communications Committee will prepare and distribute information and meeting notices to the membership.

Section 7. The Community Service Committee will solicit proposals from organizations to be served in the community, recommend one or more organization as recipient for a grant from the organization to be approved by the Board of Directors; report on the use of donated funds from the organization; identify opportunities to assist social service agencies and maintain communications with the needs of those organizations.

 

ARTICLE IX – SPECIAL COMMITTEES

Section 1. The Nominating Committee shall be appointed by the Board of Directors in February of each year. The Nominating Committee shall consist of a minimum of three (3) members, including the Chairperson who shall be the President-Elect. The Nominating Committee shall be responsible for receiving nominations of officers and the Chairs of the Standing Committees from the membership; for conducting the elections; and for announcing the results. The nominations and elections shall be conducted in keeping with the provisions outlined in Article VII, Sections 3 and 4.

Section 2. The President may create Special Committees and appoint Chairpersons as the need arises. All findings or recommendations of Special Committees shall be reported to the Board of Directors.

 

ARTICLE X – MEETINGS

Section 1. Meetings of the membership of the Corporation shall be held regularly, preferably on a monthly basis, at a time and place convenient to the members. Notices, stating the time and place of the meetings, shall be sent at least ten (10) days prior to the meetings.

Section 2. Any subsequent Spring membership luncheon after the luncheon where the slate of Directors was nominated shall be the Annual Meeting and shall include election of officers.

Section 3. Special meetings may be called by the President, or upon the request of five members, the purpose of which shall be stated in the call. Notice of any special meeting shall be provided to all Officers and Directors at least 48 hours in advance of said special meeting. No other business shall be considered at the special meeting except that stated in the call.

 

ARTICLE XI – FISCAL POLICIES

Section 1. The Corporation’s fiscal year will run from July 1 to June 30 of each year.

Section 2. No director shall be compensated.

Section 3. No financial commitment of the Corporation or its funds exceeding $100 shall be made without prior approval of the Board of Directors.

Section 4. An annual audit shall be made by a committee appointed by the President with the approval of the Board of Directors. At the discretion of the Board, an outside accounting firm may perform an audit.

Section 5. The Board of Directors may affect no borrowing without 2/3-vote approval obtained at a meeting of the Board of Directors.

Section 6. In the event of the dissolution of the Corporation, any assets remaining after the payment and satisfaction of all liabilities and obligations of the Corporation shall be conveyed as specified in Article Eleven of the Articles of Incorporation of Women Professionals in Government.

Section 7. Each person who may have served as a director or officer of the Corporation shall be indemnified by the Corporation against liabilities imposed upon her and expenses reasonably incurred by such Director in connection with any claim made against such Directors, for any action, suit or proceedings to which such Director may be a party by reason of being, or having been, such director or officer, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by such director or officer and shall be indemnified with respect to matters constituting gross negligence or willful misdeed. Such indemnification shall be in addition to any other rights to which directors or officers may be entitled. The determination of all questions as to the existence of gross negligence or willful misconduct, as to the right to indemnification and reimbursement hereunder and the reasonableness of such costs and expenses may be made, and shall be final and conclusive if made, by the Board of Directors action at a meeting at which a quorum is unaffected by self-interest (not withstanding that other members of the quorum present, but not voting, may be so affected.)

 

ARTICLE XII – RULES OF PROCEDURE

Except as otherwise provided herein, all matters of procedure by the Corporation shall be governed by Robert’s Rules of Order as revised.

 

ARTICLE XIII – AMENDMENTS

Section 1. Any member of the Corporation may propose amendments to the Bylaws.

Section 2. Proposed amendments shall be reviewed by a Special Committee appointed by the President and then presented to the Board of Directors and, if approved by the Board of Directors, will be presented to the members for consideration and approval at the next scheduled membership luncheon.

Section 3. Notice of any proposed changes must be distributed to all members of the Corporation at least 30 days prior to voting.

Section 4. A two-thirds vote cast by the members in good standing present at the time of the vote shall be required to approve Bylaws or amendments to the Bylaws.

 

Bylaws as amended 12/1996

Bylaws as amended 01/2004

Bylaws as amended 05/2006

Bylaws as amended 12/2014