PAACE Bylaws

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American Council of Education
Pennsylvania Women’s Network
Bylaws[1]

PREAMBLE
The American Council on Education (ACE) Pennsylvania Women’s Network enables the networking of women interested in pursuing leadership opportunities in higher education. The Network consists of administrators, faculty, and staff in Pennsylvania associated with and supportive of advancing leadership opportunities for women within institutions of higher education.  Formed under the auspices of the Inclusive Excellence Group of the American Council on Education (ACE), the network is tasked with upholding the organizational mission— identifying women leaders; developing their leadership abilities; encouraging the use of those abilities; advancing women’s careers; linking them to other women and mentors; and supporting women in mid- and executive- level positions throughout their careers.


ARTICLE I
Organization Name:
The name of this organization is the American Council on Education Pennsylvania Women’s Network (hereafter referred to as PA ACE Women’s Network).


ARTICLE II
Mission and Purpose:

  1. The mission of the PA ACE Women’s Network is to create a professional network to identify and support opportunities for the advancement and leadership development of women who hold various leadership positions within institutions of higher education in the commonwealth of Pennsylvania.
  1. The purpose of the PA ACE Women’s Network is to foster diversity in higher education leadership with regard to race, gender, ethnicity, sexual orientation, and all physical abilities.
  1. The PA ACE Women’s Network seeks to achieve the objectives of the above mission and statement of purpose by participating in and/or supporting the following events as appropriate:

a. Inclusive Excellence Group and the ACE Women’s Network Executive Council national and regional programs

b. PA ACE Women’s Network statewide events and programming

c. PA ACE Women’s Network regional events and programs

d. PA ACE Women’s Network institution-based programs


ARTICLE III
Membership.

  1. Institutional Membership. Institutions of Higher Education operating within the commonwealth of Pennsylvania and adjoining states may join the organization for an annual fee. Network Membership will allow:

i. Employee discount membership rate

ii. Institutions to send their employees to professional development events at a discounted fee

iii. Directory listing on the PA ACE Women’s Network website with link to the institution’s homepage

iv. The potential for institutional recognition and representation onPA ACE Women’s Network planning boards, committees and other leadership opportunities within the state.

  1. General membership of the PA ACE Women’s Network shall be open to women working for an institution or association of higher education within the commonwealth of Pennsylvania who have paid their annual membership fee to be determined by the State Planning Board. Upon joining the PA ACE Women’s Network, institutional and individual members agree to uphold and advance the above mission and statement of purpose of the PA ACE Women’s Network.
  1. There are two defined categories of membership for individuals:

a. Institutional Member Employees, discount rate determined by the Executive Committee.

b. Non-member Institution Employees, rate determined by the Executive Committee.


ARTICLE IV

Governance Structure:

  1. The State Planning Board of the PA ACE Women’s Network

 a. Membership: The Board will be comprised of a maximum of 25 members, including the State Chair (s), Region Coordinators, Members-at-Large, Ex Officio Members (including past Board President, Women’s Network Executive Council Liaison(s) and Presidential Sponsor(s).

b. Meetings: The State Planning Board shall meet for general business meetings at least three (3) times per calendar year. Notification of meetings shall be given at least one month in advance.

c. Attendance: It is expected that members of the State Planning Board will attend regularly scheduled meetings. Any member who consistently misses meetings and cannot fully participate in the activities of the committee should resign or may be asked by the State Planning Board to withdraw.

d. Removal of Members: By majority vote of the State Planning Board, the State Planning Board may request the resignation or removal of any member of the State Planning Board whenever it is in the best interests of the organization.

e. Quorum: A majority of the members of the State Planning Board present shall constitute a quorum for the transaction of business at any meeting of the State Planning Board.

  1. Officers and Board Members-at-Large

a. The officers of the organization, all of whom shall be members of the State Planning Board and have such powers and duties as the Executive Committee of the PA ACE Women’s Network, shall be the: (1) President (2) Vice- President (3) Past-President (ex-officio) (4) Treasurer (5) Secretary

i.President:
1. Serves a two-year term that begins Jan 1 of the calendar year.
a. May be renewed for a second term of 2 years.
2. Responsibilities
a. Calls monthly meetings of the full state planning board
b. Attends and presides over all board meetings

ii. Vice President:
1. Serves a two-year term that begins Jan 1 of the calendar year.
a. May be renewed for a second term of 2 years.
2. Responsibilities
a. Attends and presides over all board meetings in the
absence of the President.
b. Performs all duties of the President in her absence or in
the event of the President being unable to complete an
elected term.

iii. Past President (Ex-Officio):
1. Serves a one-year (non-renewable) term that begins Jan 1
of the calendar year.
2. Responsibilities
a. Attends all board meetings and assists the President-elect
with transition of newly elected officers and orientation.

iv. Treasurer:
1. Serves a two-year term that begins Jan 1 of the calendar year.
a. May be renewed for a second term of 2 years.
2. Responsibilities
a. Attends and provides a written Treasurer’s Report prior
to all board meetings.
b. Renders an account of the financial condition of the
organization whenever called upon to do so
c. Advises the Executive Committee in the preparation
of the budget proposals
d. Directs that the books and accounts of the organization
follow standard accounting procedures.
e. For amounts over $500.00, seeks approval from another
Officer prior to issuing a check.

v. Secretary:
1. Serves a two-year term that begins Jan 1 of the calendar year.
a. May be renewed for a second term of 2 years.
2. Responsibilities
a. Attends all meetings and shall keep the minutes of the
State Planning Board.

b. Members at Large
i. Ideally 2 from each region (Philadelphia Metro, Central, Southeast, West;
total of 8)
1. Serves a two-year term that begins Jan 1 of the calendar year.
a. May be renewed for a second term of 2 years.
ii. Responsibilities
1. Serves on the advisory board within their region with their respective
Region Coordinator
2. Attends all meetings of the State Planning Board
3. Assumes one of the following areas of responsibility including
but not limited to:
a. Managing communication (listserve; web page; correspondence)
b. Chairing or co-chairing standing committees
c. Managing Nominations to the Board

 c. Ex officio members
i. Presidential Sponsors
ii. WNEC Liaison

d. Officer/ Member-at-Large/ Presidential Sponsor Emeritus. The executive committee at their discretion may appoint a former officer, Member-at-large or Presidential Sponsor who has provided meritorious service over time to the organization. This individual shall act in an advisory capacity to the Executive Committee.

e. Delegation of Officer’s Duties. In the absence of any officer, the Executive Committee may delegate or authorize the temporary delegation of her powers or duties to any other member of the State Planning Board.

f. Election of Officers. The officers shall serve as the nominating committee  and will present nominations to the Executive Committee. Elections shall be  held in November or December. The officers shall be elected by the State Planning Board but may not be elected for more than two (2) consecutive terms. The President, Vice President, Treasurer and Secretary shall serve two-year terms beginning on January 1st and ending on December 30th. The Past-President shall serve one-year (non- renewable) term beginning immediately following a Presidential election and ending on December 30th of the following calendar year.

 3. Standing Committees of the PA ACE Women’s Network

a. Membership: Committees will be comprised of a maximum of 10 members, including a Chair, Members-at-Large, and Ex officio members (including representation of the members of the State Planning Board (as needed).

i. Marketing and Communications Committee
1. This committee is charged with creating and sustaining the
marketing plan and web presence for the network. It will typically
interact and collaborate with all other standing committees to promote
network events.
2. It is comprised of one committee chair and 4-5 members-at-large
(ideally one from each region within the state)
3. The committee chair serves a two-year term that begins Jan 1 of the
calendar year and may be renewed for a second term of 2 years.

ii. Membership and Finance Committee
1. This committee is charged with creating and sustaining the
membership plan for the Network. These activities include developing
and maintaining strategies to facilitate robust membership and
participation within the network. In addition, this committee will also
have an advisory role in determining the membership/ dues structure
for the Network.
2. This committee is comprised of one committee Chair, the Treasurer,
and 3-4 members-at-large (ideally one from each region within the
state).
3. The committee Chair serves a two-year term that begins Jan 1 of the
calendar year and may be renewed for a second term of 2 years.

 iii. Strategic Planning and Events Committee
1. This committee is charged with creating and sustaining the strategic
plan for the Network. These activities include completing periodic
needs assessments of the network membership to seek feedback for
developing programming ideas and events that align with the above
mission and statement of purpose for the network.
2. This committee is comprised of one committee Chair, the Vice
President, and 3-4 members-at-large (ideally one from each region
within the state).
3. The committee chair serves a two-year term that begins Jan 1 of the
calendar year and may be renewed for a second term of 2 years.

iv. Ad-hoc Committees
1. The Network reserves the privilege to form and appoint ad-hoc
committees for specialized tasks or charges as directed by majority vote
of the full and current membership of the state planning board.
2. Ad-hoc committees will dissolve immediately following the
completion of the task or charge. Ad-hoc committees can petition the
state planning board for consideration to become a standing
committee. To become a standing committee, the chair of the ad-hoc
committee must submit a written rationale to the Secretary and the
request must be approved by majority vote of the full and current
membership of the state planning board.


ARTICLE V

Records:

a. Corporate Records: The organization shall keep records of the proceedings of the Executive Committee, and the original or copy to its Bylaws, including all amendments and alterations there to date, and a register, giving the names and business addresses of the Executive Committee Officers. The organization also shall keep complete and accurate books or records of account.
b. Right of Inspection: Every member of the Executive Committee shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business, for any purpose reasonably related to the interest of such person as a member of the Executive Committee, books and records of account, and records of the proceedings of the Executive Committee, and to make copies of or extracts from such documents.
c. Execution of Written Instruments: All contracts, deed, mortgages, obligations, documents and instruments, whether or not they require a seal, may be executed by the President and attested by the Treasurer or Secretary.


ARTICLE VI

Miscellaneous Provisions:

a. Indemnification of Officers and other members of the State Planning Board: The organization shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether brought by or in the right of the organization) by reason of the fact that she is or was a committee member or an officer or an advisory panel member of the organization, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by her in connection with such action suit or proceeding.
b. Fiscal Year: The fiscal year of the organization shall be from July 1 to June 30.


ARTICLE VII

Irrevocable Dedication: Dissolution and Reversion:

a. Irrevocable Dedication: The organization is not organized, nor shall be operated for a pecuniary gain or profit. The property, asset, profits and net income of the organization are irrevocably dedicated to charitable purposes, and no part of the profits or net income shall inure to the benefit of any officer or member thereof. The property, assets and net income of the organization will be considered dedicated to a charitable purpose if the profit and net income (or in the case of dissolution, the assets) are distributed to another entity qualifying for exempt status under Section 501 (c) (3) of the code.
b. Dissolution: The organization may be dissolved only by a two-thirds vote of the members of the full State Planning Board. Should the organization cease to exist and be dissolved, its property and assets the remaining shall be distributed among the member institutions.


ARTICLE VIII

Revisions and Amendments to Bylaws:

a. Changes to Bylaws: The By-laws may be proposed in writing to the Executive Committee. Proposals must acquire majority votes of the Executive Committee present in order to be moved forward for full board consideration at the next scheduled meeting. In order for a change to the bylaws to become effective and ratified, the proposal must receive majority votes of the full board.


ARTICLE IX

Effective Date:

a. Effective Date: These by-laws shall take effect upon the adoption by majority vote of the full State Planning Board.
b. PROPOSED ON, the twenty-third day of February, 2016.
c. RATIFIED ON, the twenty-third day of February, 2016.


[1] Several provisions of this document were provided with permission to use from the Delaware ACE Women’s Network (DAWN) in November 2015.

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