1978 Bylaws

ORGANIZATION OF WOMEN ARCHITECTS and DESIGN PROFESSIONALS

I. PRINCIPAL OFFICE

The principal office of this corporation is fixed and located in San Francisco County, California.

II. MEMBERS

Section 1. Categories of membership. This corporation shall have five types of members: regular, student, sponsored, supporting and out-of-town. There shall be no limit on the number of any type of member.

Section 2. Regular members. Any person in the profession of architecture or related design professions, or any other person interested in furthering the purposes of the corporation as listed in the Articles of Incorporation, who have paid their yearly dues.

Section 3. Student members. Any person who is currently a student of architecture or any other field may become a student member by payment of the yearly student membership dues. Student members shall have all the rights of regular members.

Section 4. Sponsored members. Any person who is nominated by a majority vote of members of the Steering Committee and approved by majority vote at a general meeting, shall be designated a sponsored member. Sponsored members shall not be required to pay dues, but their membership must be renewed yearly by majority vote at a general meeting. Sponsored members shall have all the rights of regular members.

Section 5. Supporting members. Any person or group who desires the success of this corporation and who makes an annual contribution equal to or above the amount of dues for regular members. Supporting members shall receive the Newsletter and shall be listed in the Directory as supporting members, but shall not have the right to vote or hold office.

Section 6. Out-of-Town members. Any person or, group interested in the success of this corporation who lives more than 100 miles from San Francisco. Out-of-town members will get the Newsletter only. Dues will be one half of the regular members dues.

Section 7. Rights of membership. The rights of membership in this corporation shall include, but not be limited to, listing in the Membership Directory representing this corporation to other groups, when authorized to do so by the Steering Committee; attending regular meetings, taking part in special programs (health plan or other), exchanging professional information and activities, including information on obtaining jobs and assistance with professional licensing examinations; voting in all general elections of this corporation; and holding office. Membership in this corporation shall be nontransferable.

Section 8. Dues. Membership dues shall be reviewed every June by the Steering Committee. The recommended amount for regular dues shall be voted on by the membership not later than the September general meting. Membership may be paidby installments by special arrangement with the treasurer. Dues shall be payable on February 1 of each year. Members joining, for the first tine, at other times of the year shall have their dues pro-rated for the remainder of the year starting on August 31. Additional special assessments nay be levied by majority vote of the members. Such assessments shall be strictly voluntary.

Section 9. Meetings. Membership meetings shall normally be held on the third Monday of each month, at a third and place to be determined by the Steering Committee and published in the Newsletter approximately ten days before the meeting. Non-members are encouraged to attend these meetings, however any person who attends regularly is expected to become a member.

Section 10. Quorum. A quorum for the purpose of voting at a general- meeting shall be one third of the full membership.

Section 11. Expulsion of members. Any member of this corporation shall be expelled for nonpayment of dues or any other indebtedness to the corporation sixty days after notice has been given. Any member who pursues conduct which is deemed inimical to the best interests of the corporation may be suspended by a majority vote of the Steering Committee. A suspended member may be expelled by the affirmative vote of a majority of the voting members.

III. STEERING COMMITTEE

Section 1. General duties and responsibilities. The Steering Committee shall have the responsibility for the formulation and implementation of all general policies of the corporation. The right to determine and adopt general policies of the corporation shall be solely vested in the membership. The membership may by a majority vote and in specific instances delegate this right or portions of it to the Steering Committee. For the purpose of these bylaws, any policy affecting the majority of the membership of the corporation or of the profession(s) professional or other organizations, the public or public issues, shall be considered a "general policy" and shall become a "general policy" of the corporation when adopted by a majority vote of a quorum of the members. The Steering Committee on its own initiative or at the request of at least two members of the corporation, shall have the duty to formulate proposals for such policies and shall publish those proposals in the OWA Newsletter prior to a regular meeting.

Section 2. Specific duties and responsibilities. The Steering Committee shall be responsible for publishing the Membership Directory and the Monthly Newsletter, planning the monthly meetings, keeping records of all financial transactions, maintaining a membership list and mailing list, making contacts with other organizations having purposes similar to this corporation, maintaining information on job openings in the Bay Area, developing a yearly budget of corporation funds for approval of the membership, carrying out an educational program to further the purposes of this corporation, and executing elections of a new Steering Committee. The Steering Committee shall have the power, on approval by the general membership, to hire qualified personnel to assist in the performance of these duties.

Section 3. Membership. The Steering Committee shall consist of ten (or twelve) members who shall be elected by the members of this corporation. All Steering Committee members shall be members of the corporation. The Steering Committee shall be designated as follows:

• Two Steering Committee members with responsibility for education and licensing.
  
  
• Two Steering Committee members with responsibility for employment and affirmative action.
  
  
• Two Steering Committee with responsibility for Newsletter and other publications.
  
  
• Two Steering Committee members with responsibility for publicity and liaison.
  
  
• Two Committee members with responsibility for student affairs(optional).
  
  
• Two Steering Committee members with responsibility for corporate finances and legal matters.

Section 4. Term of office. Each person on the Steering Committee shall serve for one year.

Section 5. Nominations and Elections. Nominations and elections shall be held twice a year. Nominations shall be taken in November and May and elections shall be held in December and June. Notice of nominations and elections must be published in the Newsletter and mailed to members at least ten days before the meeting. Election shall be by a majority of the members present and voting and members voting by absentee ballot. Voting shall be by secret ballot. All persons nominated must be members of the corporation. Members of the corporation wishing to serve on the Steering Committee are encouraged to place their own name in nomination. All the nominated candidates will be asked to make a two-minute statement before elections are held. The Steering Committee members in charge of student affairs shall be elected by interested Students from local architectural and related design schools.

Section 6. Meetings. Meetings of the Steering Committee shall be held at least once a month. Time and place are to be determined by the Steering Committee.

Section 7. Removal. A Steering Committee member who misses three or more consecutive Steering Committee meetings may be removed by the affirmative vote of a majority of the Steering Committee. Expulsion from the membership of the corporation shall also constitute removal from the Steering Committee.

Section 8. Vacancies. Vacancies on the Steering Committee shall be filled by appointment by the Steering Committee. Such appointments shall be published in the Newsletter, and shall be ratified by majority vote of the membership if such a vote is requested by two or more members. A successor so appointed shall serve for the un-expired term of the predecessor.

Section 9. Quorum. Seven members of the Steering Committee shall constitute a quorum for transaction of business.

Section 10. Appropriations. The Steering Committee shall have the power to approve appropriations of funds for expenditures that have been previously approved by the membership either specifically or by approval of the yearly budget. Other appropriations for amounts less than $75.00 may be approved by a vote of at least a majority of a quorum. Committee or individuals sponsoring projects or activities on behalf of the corporation shall present detailed budgets for approval before committing any expenditures. The following are exempt from this requirement: publishing of the Newsletter and Membership Directory; incidental expenses for meetings; letterhead; incidental office supplies and postage; and post office box rental.

Section 11. Liability. Steering Committee members shall have no personal liability except for criminal or fraudulent misconduct.

IV. OFFICERS

Section 1. Officers. The officers of this corporation shall be a President, a Secretary and a Treasurer. The offices of President and Secretary shall rotate among the members of the Steering Committee for a term of one month. The Steering Committee members with responsibility for corporate finances and legal matters shall be designated Treasurer for a term of one year.

Section 2. Duties.

A. The President shall be in charge of planning and conducting the general meting for the month in which she presides.

B. The Secretary shall be in charge of keeping a full and complete record of the decisions made at both the Steering Committee and the general Meetings for which she is Secretary.

C. The Treasurer shall be responsible for the receipt and safekeeping of all funds of the corporation and shall see that they are deposited into the corporation bank account. She shall also be authorized to write checks on these funds as directed by the Steering Committee The Steering Committee shall designate two addition Steering Committee members who shall also have the power to write checks on corporation funds. She will also prepare tax forms each year.

V. COMMITTEES

Committees to carry out one or more purposes of this corporation may be appointed by the Steering Committee or by the membership at large.

VI. AMENDMENT OF BYLAWS

These Bylaws my be amended or replaced by the majority vote of a quorum of the members. Notice of such a vote must be published in the Newsletter prior to the meeting at which the vote is held. Procedures specified in the Bylaws my be temporarily altered by the Steering Committee until such a vote by the membership can be held.