REVISED BYLAWS
As of May 15, 2015

ARTICLE I: OFFICES

The principal office of the corporation shall be located in the City of Rapid City, County of Pennington, State of South Dakota. The corporation may have such other offices in the State of South Dakota as the Board of Directors ( also referred to as “The Board”) may determine from time to time.

The registered office of the corporation, required by the South Dakota Nonprofit Corporation Act to be maintained in the State of South Dakota, shall be PO Box 2131, Rapid City, South Dakota 57709. The address of the registered office may be changed by resolution from time to time by the Board of Directors pursuant to the South Dakota Nonprofit Corporation Act.

ARTICLE II: MEMBERS

Section 1. Class of Members. The corporation shall have one class of members. The rights and qualifications of the members shall be as follows: A person shall be a member by being interested, concerned and committed to the effectiveness of women in public, corporate and civic life, and by virtue of having paid into the corporation annual dues, the amount(s) to be determined by the Board of Directors. Each member in good standing shall be entitled to one vote at any meeting of members or any adjournment thereof. Absent members may not delegate to other members in writing, verbally, or other means their right to vote.

Section 2. Membership List. A membership list – which list shall designate the members and shall include the contact information of each member- shall be kept by the Treasurer. Each member in good standing shall be entitled to vote at any meeting of members or any adjournment thereof. The membership list will be kept and updated by the Treasurer in co-ordination with the Treasurer-Elect.

Section 3. Annual Meeting. The Annual Meeting of the members shall be held in the last quarter of each fiscal year at the April general monthly meeting.

Section 4. Special Meetings. Special meetings of the members for any purpose or purposes may be called by the President or the Board of Directors. Special meetings of the members may also be called by members representing 10 percent of the votes entitled to be cast at said meeting.

Section 5. Place of Meeting. Annual and special meetings of the members shall be held at a place set by the Board of Directors or by an e-mail vote.

Section 6. Notice of Members Monthly Meetings. Meetings of members shall be the 2nd Wednesday of the month at a place to be determined by the board.

Section 7. Quorum. The presence of 10 or more members in good standing shall constitute a quorum.

ARTICLE III: BOARD OF DIRECTORS

Section 1. Duties. The business and affairs of this corporation shall be managed by a Board of Directors (BOD) elected or appointed as defined in Article III section 3.

Section 2. Number of Directors. Directors of the corporation shall be no fewer than three (3) nor more than twelve (12).

Section 3. Election and Appointment of Directors. The elected officers of the corporation and the chairs of the standing committees shall serve as the BOD of the corporation. The immediate PastPresident serves in an advisory role on the BOD and is a non-voting member. Committee chairs shall be appointed by the President, and approved by the Board. The terms of each office or chair held will be effective May 1st of each year, and the term shall be one (1) year.

Section 4. Board of Directors and Voting. The members of the BOD, as specified in Article III, Section 3, are the only voting members. Voting members may not authorize other members to vote in their absence unless approved by the President prior to the meeting.

Section 5. Board of Directors Meetings. The Board of Directors shall meet at least once a month, and one of those meetings shall be the annual meeting or retreat. All Board members, elected and appointed, are expected to attend board meetings in accordance with expectations set by the current board. The President, with the consultation from the Board, shall designate the date, time and place of the Board meetings to include the annual meeting. The annual meeting shall be for the purpose of, but not limited to the installation of officers for the new fiscal year, the installation of the chairs of the committees, and the transfer of records to the incoming Board of Directors and the approval of the annual budget.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors and shall be held at the principal office of the corporation or at such other place as the President or directors may determine.

Section 7. Notice of Meeting. Notice of any meeting of the Board of Directors shall be given at least two days previously if such notice is delivered personally, by telephone or e-mail; and if mailed, notice shall be given at least five days prior to the time of the meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 8. Quorum. A 51% majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors is present at any given meeting, a majority of those directors present may adjourn the meeting.

Section 9. Board Decisions. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the President and the appointed director shall serve until such time as the term of her predecessor has expired.

Section 11. Compensation. The directors as such shall not receive any stated salaries for their service as directors, but by resolution of the Board of Directors, a fixed sum and expenses of attendance (if any) may be allowed for attendance at any regular or special meeting(s) of the Board.

Section 12. Employees. The Board of Directors may employ one or more persons to carry out routine business of the corporations, to include, but not limited to, reservation e-mailing, maintenance of a membership database, newsletter, website maintenance or other business approved by the Board. Paid employees however who are also dues paying members, may serve on committees, but may not serve as the Chair nor be a voting member on the BOD. A description of duties of these positions, as well as the remuneration, shall be approved by the Board.

ARTICLE IV: OFFICERS

Section 1. Officers. The officers of the corporation shall be a President, a President-Elect, a Treasurer, Treasure- Elect and a Secretary. No person may hold more than one office at the same time. Officers shall serve no more than two consecutive terms in the same office.

Section 2. Election and Term of Office. The officers of the corporation shall be elected by the members at the regular annual meeting of the members. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until her successor shall have been duly elected and seated.

Section 3. Removal. Any officer elected by the members may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Duties of the Officers. At the end of her term of office, each officer shall provide in writing an updated description of the responsibilities of her office to each of the incoming officers.

A. President. The President shall be the chief corporate officer of the corporation and shall preside at all regular meetings of the corporation, the Board of Directors, and the Executive Committee; shall implement actions of the board and directions given by the corporate membership; shall be an ex-officio member of all committees established by the Board; shall sign all written contracts and obligations as directed by the Board; shall appoint committee chairmen subject to ratification by the Board; and finally, shall serve as a member of the Board for one year following the conclusion of her term as President.

B. President-Elect. The President-Elect shall chair the Scholarship and Nominating committees; act as President in the temporary or permanent absence of the President; and carry out the duties assigned by the Board. As the scholarship committee chair, responsible for soliciting applicants for those scholarships offered by the corporation, and selecting and awarding the funds to the recipients. As the nominating committee chair, responsible for soliciting a slate of candidates for election at the Annual Meeting. This committee will conduct the election, and ensure that standard election etiquette is used.

C. Secretary. The Secretary shall be responsible for issuing all notices of all meetings of the corporation and are recorded and prepared. As part of recording minutes at monthly board meetings, the Secretay will maintain attendance records of each board meeting. The Secretary shall serve as the ‘Sunshine’ person, sending cards and offering encouragement to members for significant events in their lives. The Secretary shall be responsible for the custody of corporate books, records and files, shall exercise the powers and perform such other duties usually incident to the office of Secretary or designated by the President of the Board.

D. Treasurer. The Treasurer shall be responsible for the receipt and custody of all monies of the corporation and for the disbursement thereof, for the keeping of accurate accounts of monies received and paid out, for sending out statements of dues to members, for keeping a current membership list and the amount of money paid by each member and the date thereof, for the execution of contracts, or other documents as authorized by the Board, and for the preparation and issuance of financial statements and reports. The Treasurer shall prepare a financial statement for the annual meeting and will prepare a budget for the fiscal year May 1st – April 30th. The Treasurer will also monitor number of guests and members in attendance at the monthly networking luncheons.

E. Treasurer-Elect. The Treasurer-Elect shall perform such other duties as are usually incident to the office of Treasurer or designated by the President or the Board and work closely with the treasurer to learn the position and duties of the treasurer and will act as treasurer, in their absence. The treasure-elect shall also, together with the treasurer, prepare the annual income tax report. The Treasurer-Elect shall be responsible for preparing a budget for the upcoming fiscal year and submit it to the incoming Board at the May Board meeting. The Treasurer-Elect will follow-up with new members and guests to answer questions and make them feel welcome.

ARTICLE V: COMMITTEES

Section 1. Committees. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, sub-committees or special committees, each of which shall consist of one or more persons.

Section 2. Standing Committees. The standing committees of the corporation shall be as follows:

A. Hospitality Committee. This committee shall be responsible for greeting members and guests when they arrive at meetings, preparing and distributing guest packets, and awarding door prizes. This committee shall be responsible for arranging networking tables for meetings four to six months in advance. This committee shall also monitor the networking time allotted by each member.

B. Publicity Committee. This committee shall be responsible for overseeing the publishing of the monthly newsletter on a timely basis and its distribution. This committee shall also be responsible for developing procedures and protocol for the corporation’s internet presence in regards to its website, email, online directory access, and all social media. They shall also be responsible for submitting notices of meetings to local media as appropriate, and shall promote the corporation generally. Receives RSVP’s for monthly membership meetings, gives the final count to the caterer, and provides a copy of the RSVP list to the Treasurer.

Section 3. Additional Committee Chair Duties. In addition to her regular duties, at the end of her term it shall be the responsibility of each Committee Chair to provide an updated description of the duties, responsibilities and procedures of her committee to the incoming Committee Chair and to each officer.

Section 4. Special Committees. Special committees may be created and appointed by the President, subject to approval by the Board of Directors.

Section 5. Removal. Any committee chair or member of a committee may be removed by the Board whenever in its judgment the best interests of the corporation shall be served by such removal.

ARTICLE VI: CONTRACTS AND FUNDS

Section 1. Contracts. The Board of Directors may enter into any contract or on behalf of the corporation, and such authority may be general or may be confined to specific instances.

Section 2. Books and Accounts. Books and accounts of the corporation shall be kept under the direction of the Treasurer in accordance with good accounting practices. At the close of each fiscal year the books shall be audited by the incoming President and the incoming Treasurer.

ARTICLE VII: BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors. Those committees having and exercising any of the authority of the Board of Directors shall keep with the current president, a record giving the names and addresses of the BOD. All books and records of the corporation may be inspected by any member of the Board of Directors or her agent of attorney for any proper purpose at any reasonable time.

ARTICLE VIII: FISCAL YEAR

The fiscal year of the corporation shall begin on May 1st and end on April 30th of each year.

ARTICLE IX: SEAL

The Board of Directors shall provide a corporate seal which shall recite the name of the corporation, the State of Incorporation, and the words “corporate seal.” This seal shall be retained by the President of the corporation during her term of office.

ARTICLE X: WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the South Dakota Nonprofit Corporation Act or under the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI: AMENDMENT OF BYLAWS

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by a majority of the board members present at any regular meeting or at any special meeting, if at least ten (10) days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

The Bylaws were adopted as the official Bylaws of the corporation at a meeting of Directors, Held on the 1st day of September 1983. The Bylaws were amended on the 15th day of May, 2015, by majority approval of the board.