(Updated as of January, 2000)

Article I: NAME

The name of this local organization shall be the Burlington Business and Professional Women's Club of Burlington, Vermont.

Article II: MISSION:

The Mission of BPW/USA shall be to achieve equity for all women in the workplace through advocacy, education and information.

Article III: EMBLEM

The emblem shall be in the form of a circle in which the symbols of the Nike, Scroll, Torch, Wand, and Ship of Commerce are imposed above the initials.

Article IV: POLICIES

Section 1. This local organization shall be nonsectarian, nonpartisan and nonprofit.
Section 2. The mission and objectives of BPW/USA shall in every case also be the mission and objectives of state federations and all units thereof, and the state federations shall so provide.

Article V: MEMBERSHIP

Section 1. Membership shall be held by those who support the mission and objectives of BPW/USA.
Section 2. Membership in this local organization shall be all-inclusive for membership in:
(a) Vermont Federation of Business and Professional Women's Clubs; and
(b) The National Federation of Business and Professional Women's Club, Inc. of the United States of America.
Section 3. A member, in good standing, may request transfer from one local organization to another.
Section 4. A local organization may not refuse to accept the transfer of a member in good standing.
Section 5. The only criteria for membership shall be per Article V. Section 1 and the payment of appropriate dues.

Article VI: LOCAL ORGANIZATION REQUIREMENTS

Section 1. A local organization is eligible for admission to this federation if:
(a) It has a minimum of ten (10) active members, 20% of whom must be employed;
(b) It is not an integral part of any other organization;
(c) It submits local organization bylaws not in conflict with state and national bylaws and policies
Section 2. To remain in good standing, a local organization must maintain a membership of at least five (5) active members.
Section 3. A local organization whose membership falls below five (5) active members shall be dropped at the end of the second fiscal year.
Section 4. A local organization applying for membership in this federation shall forward to the person designated by the state legislation, all documents and dues required by state and national federations.
Section 5. The bylaws shall be approved by a person designated by the state president whose responsibility it is to insure that there are no provisions in conflict with the National Articles of Incorporation and Bylaws. Any conflict shall be resolved in accordance with the National Federation policy and procedures.
Section 6. When a local organization has met all state and national requirements, a charter signed by the national president is transmitted to the state president for countersignature and presentation to the local organization.
Section 7. Proposed amendments to the bylaws of any local organization, with the exception of mandatory changes (See Article XXI, Section 9) shall be sent to the person designated by the state president for review and approval. Any conflict shall be resolved in accordance with National Federation policy and procedures.

Article VII: STATE FEDERATION REQUIREMENTS

Section 1. A local organization is eligible for admission to BPW/USA if:
(a) It has a minimum of ten (10) active members twenty percent (20%) of whom must be employed;
(b) It is not an integral part of any other organization; and
(c) It submits local organization bylaws not in conflict with state and national bylaws and policies.
Section 2. This organization shall pay national annual convention dues of Ten Dollars ($10.00) National Convention dues shall accompany the first annual remittance of dues.

Article VIII: FISCAL RESPONSIBILITY

Section 1. The fiscal year shall commence on the first day of May and shall end on the thirtieth day of April.
Section 2. An auditing committee, consisting of at least three members elected by the local organization, or an auditor shall audit the financial accounts of this local organization annually, and report to the local organization at the next regular meeting.

Article IX: OFFICERS

Section 1. The officers shall be a president, a president elect, vice president, a recording secretary, a corresponding secretary and a treasurer.
Section 2. A term of office shall be one year.
Section 3. Officers shall assume their duties immediately following the April meeting and shall serve for one year and/or until their successors are duly elected.

Article X: NOMINATIONS AND ELECTIONS

Section 1. Officers shall be selected at the local organization's annual meeting in April.
Section 2. Only individuals in good standing shall be eligible for office, the president and vice president shall be employed.
Section 3. At a business meeting proceeding the March meeting, the local organization shall elect a nominating committee of at least three members. The nominating committee shall present to the annual meeting a slate of one or more nominees for each office. Nominations may also be made from the floor.
Section 4. Vacancies in offices shall be handled as follows:
(a) In the event of death, resignation, or incapacity of the president, the president elect shall become the president for the unexpired portion of the term.
(b) Vacancies in offices other than the president shall be filled for the unexpired term by the executive committee.
Section 5. No member shall hold the same office for more than two consecutive terms.
Section 6. Six months or more shall be considered a term of office in determining eligibility for reelection.

Article XI: DUTIES OF OFFICERS

Section 1. The president shall be the principal officer of the local organization and shall:
(a) Preside at all meetings of the local organization, the board of directors, and the executive committee;
(b) Appoint standing and special committee chairs with the approval of the executive committee and may also appoint a parliamentarian;
(c) Serve as ex-officio member of all committees except the nominating committee;
(d) Bring to the attention of the local organization all pertinent information from the state and national federation;
(e) Sign all orders upon the request of the treasurer for disbursement of funds, as directed by the local organization;
(f) Be responsible for sending to the state president and the state corresponding secretary:
(1) The names and addresses of all officers and chairs immediately following their election or appointment;
(2) The names and addresses of all delegates and alternates to the national convention upon their election;
(3) An immediate report of all changes affecting the above items.
Section 2. The president elect shall:
(a) Perform the duties of the president in the absence of the president.
(b) Become the president for the unexpired term in the case of death, resignation, or incapacity of the president.
(c) Serve as chair of the issues management committee.
(d) Serve in such capacities as assigned by the president.
(e) Assume the office of the president at the close of the term of the president.
Section 3. The vice president shall:
(a) Perform the duties of the president in the absence of both the president and president elect.
(b) Serve as chair of the membership committee.
(c) Serve in such other capacities as assigned by the president.
Section 4. The recording secretary shall:
(a) Take and record accurate minutes of the proceedings of all meetings of the local organization, the board of directors, and the executive committee.
(b) Preserve in a permanent file, all records and letters of value to the local organization and its officers.
(c) Serve as the local organization historian by providing a summary report of local organization activities, programs, projects, membership attendance at meetings, and membership totals for the local organization year.
Section 5. The corresponding secretary shall:
(a) Conduct the correspondence of the local organization.
Section 6. The treasurer shall:
(a) Have charge of all monies of the local organization and shall report thereon at all meetings;
(b) Collect all dues from members giving a proper receipt therefor;
(c) Keep a list of names, addresses, and occupations of all members;
(d) Pay all bills upon the written authorization of the president;
(e) Keep an itemized record, in a permanent file, of all receipts and expenditures;
(f) Forward promptly to the state treasurer all dues and monies payable to the state and national federations;
(g) Serve as ex-officio member of the finance committee;
(h) Deliver to the successor within 15 days after expiration of term of office, all books, records, and papers, requesting a receipt therefor.
Section 7. Each officer, except the treasurer, shall deliver to the successor immediately after retiring from office all accounts, records, books, papers, and other property belonging to the local organization.

Article XII: MEETINGS

Section 1. Regular meetings shall be held monthly on the second Wednesday of the month, unless otherwise ordered by the local organization or the executive committee.
Section 2. The regular April meeting of each year shall be designated the annual meeting, at which time reports summarizing the year's activities shall be given.

Article XIII: BOARD OF DIRECTORS

Section 1. The elected officers and standing committee chairs shall constitute a board of directors.
Section 2. The board shall:
(a) Supervise the affairs of the local organization.
(b) Make recommendations for the local organization's growth and prosperity.
(c) Make recommendations to the local organization regarding proposed amendments to the bylaws.
d) Transact any business between meetings of the local organization and report thereon at the next business meeting of the local organization.
(e) Report at the annual meeting the business transacted by the board of directors during the year.
Section 3. The board of directors shall hold a minimum of four meetings during the year, the dates to be determined by the board at its first meeting.
Section 4. Special meetings of the board may be called by the president or by one-third of the board members providing two are elected officers.
Section 5. A majority of the voting members shall constitute a quorum.
Section 6. No member shall have more than one vote, and no voting by proxy shall be allowed.

Article XIV: EXECUTIVE COMMITTEE

Section 1. The elected officers of the local organization shall constitute the executive committee.
Section 2. The executive committee shall have authority to act for the board of directors between meetings of the board and shall report thereon at the next meeting of the board.
Section 3. The executive committee shall meet on call by the president, or by any three members of the committee, for the consideration of special matters between regular board meetings of the local organization and the board of directors.
Section 4. Standing and special committee appointments made by the president shall be subject to the approval of the executive committee.
Section 5. A majority of the voting members shall constitute a quorum for a meeting of the executive committee.

Article XV: STANDING COMMITTEES

Section 1. The standing committees of the local organization shall be finance, foundation, legislation, membership, issues management, public relations, hospitality, young careerist, bylaws, personal advancement, civic affairs, bulletin and special events.
Section 2. Only employed individuals who are active members in good standing, shall be eligible to serve as chairs of standing committees.
Section 3. The finance committee shall be composed of a chair and appointed members. The local organization treasurer shall serve as an ex-officio member of the finance committee.
Section 4. The foundation chair and appointed committee members shall promote interest in and support of the Business and Professional Women's Foundation.
Section 5. The legislation committee shall be composed of a chair and appointed members. It shall be the duty of the legislation committee to carry out the legislative programs adopted by the state and national federations. The committee shall study local legislative needs in order to make recommendations to the local organization.
Section 6. The membership committee shall be composed of the first vice president and appointed members, including the young careerist chair. The membership chair shall also serve as a member of the young careerist committee. It shall be the duty of the membership committee to promote, expand, stabilize, and orient the membership.
Section 7. The issues management committee shall be composed of a chair and members. It shall be the duty of the issues management committee to plan and implement a well-coordinated annual program based on federal objectives. The committee shall meet immediately after appointment to consider the annual program suggested by state and national federations and develop a program, which shall involve all areas of local organization activities. The issues management chair shall present the annual program to the board of directors for approval.
Section 8. The public relations committee shall be composed of a chair and appointed members. It shall be the duty of the public relations committee to present local programs and activities through available media, to promote membership, and create awareness of the local organization.
Section 9. The personal advancement committee shall be composed of a chair and appointed members. It shall be the duty of the personal advancement committee to promote the interests of business and professional women in the areas of career attitudes and opportunities, in the elevation of career standards, and in the provision of opportunities for leadership development.
Section 10. The civic affairs committee shall be composed of a chair and appointed members. It shall be the duty of the civic affairs committee to coordinate activities within the local organization which contribute to the general welfare of the community and encourage members to assume civic responsibilities through education and awareness.
Section 11. The hospitality committee shall be composed of a chair and appointed members. It shall be the duty of the hospitality committee to arrange for the place of meetings and menus, appoint a hostess committee for each meeting, and to have general supervision of all hostess committee chairs.
Section 12. The young careerist committee shall be composed of a chair and appointed members, including the membership committee chair. The young careerist chair shall also serve as a member of the membership committee. It shall be the duty of the young careerist committee to:
(a) Encourage recruitment of young people into membership;
(b) Organize and coordinate the Young Careerist Program;
(c) Promote activities that involve the participation of young people.
Section 13. The bylaws committee shall be composed of a chair and appointed members. It shall be the duty of the bylaws committee to:
(a) Review and amend the bylaws to conform to state and national bylaws;
(b) Review proposed amendments to local organization bylaws before presenting them to the board of directors;
(c) Automatically amend local organization bylaws to conform to mandatory changes in state and national bylaws.
Section 14. The bulletin committee shall be composed of a chair and appointed members. It shall be the duty of the bulletin committee to collect and edit any news applicable to local organization members, to have this news printed and mailed to all members.
Section 15. The special events committee shall be composed of a chair and appointed members. It shall be the duty of the special events committee to:
(a) Compile, design, publish and distribute the local organization's yearbook.
(b) Coordinate all activities related to the celebration of National Business Women's Week; and
(c) Plan and implement social and special events.

Article XVI: REPRESENTATION

Section 1. All members present at State Convention can vote.
Section 2. The voting body at the National Convention shall be any individual who paid a full conference fee and is a member in good standing.
Section 3. Representation at state convention shall be by delegates who are active members.
Section 4. No delegate to a state convention shall have more than one (1) vote and no voting by proxy shall be allowed.
Section 5. Delegates and alternates to state convention shall be elected by a majority vote of those present.

Article XVII: PARLIAMENTARY PROCEDURE

The rules of parliamentary practice comprised in ROBERT'S RULES OF ORDER, NEWLY REVISED, shall govern all proceedings of this organization, the board of directors and the executive committee, subject to such special rules as have been or may be adopted.

Article XVIII: AMENDMENTS

Section 1. Amendments to these bylaws may be proposed by the Board of Directors, the Executive Committee, or a Bylaws Committee.
Section 2. Amendments must be received at the national executive office 45 days in advance of a board meeting in order to be included in the call to that board meeting. Amendments received following that deadline will be included in the next call to board meeting.
Section 3. The chair of bylaws shall present all proposed amendments to the board of directors at the next board meeting following submission and inclusion in the call to the board meeting.
Section 4. These Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at any regular meeting.
Section 5. The final adoption by the organization of amendments to or revisions of these Bylaws shall be contingent upon the approval of the State President.
Section 6. When an amendment is adopted to the national or state bylaws which affects organization bylaws, the organization shall automatically amend its bylaws to conform. Any conflict shall be resolved in accordance with State and National Federation policy and procedure.

Article XIX: DISSOLUTION

Upon dissolution of this organization, all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have qualified for exemption under Section 501 (c) (3) of the Internal Revenue Code, and none of the assets will be distributed to any member, officer, or trustee of the organization.

APPENDIX Dues Revised: April 1999

Member of Local	Annual Amount	Total
Burlington BPW	$19.00
Vermont BPW	$9.00
BPW/USA	$31.00	$59.00
Student Member (subject to correction)
Burlington BPW	$0.00
Vermont BPW	$2.50
BPW/USA	$10.00	$12.50
Member-at-Large (National/State)(subject to correction)
BPW/USA	$50.00
Vermont BPW	$10.00	$60.00