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First Draft

NCNW, Inc.-Greater Pocono Section Bylaws


Inaugural Edition

March 2013

NCNW, Inc.-Greater Pocono Section Bylaws

Table of Contents
The National Council of Negro Women, Inc. Mission Statement ..................... 11 The National Council of Negro Women, Inc. Pledge ........................................ 11 The Greater Pocono Section Inspirational Quote ............................................ 11 ARTICLE I NAME ........................................................................................... 12 Section 1.01 Section .................................................................................. 12 Section 1.02 Articles of Incorporation ....................................................... 12 Section 1.03 Bylaws ................................................................................... 12 Section 1.04 Policies and Procedures Manual ........................................... 13 Section 1.05 Job Description Handbook .................................................... 13 Section 1.06 Record of Updates ................................................................ 13 ARTICLE II - PURPOSES .................................................................................... 14 ARTICLE III AUTHORITY................................................................................. 15 Section 3.01 Parliamentary Authority........................................................ 15 Section 3.02 Matters Not Covered ............................................................ 15 Section 3.03 Limitations ............................................................................ 15 ARTICLE IV MEMBERS .................................................................................. 17 Section 4.01 Membership Categories ........................................................ 17 Section 4.02 Notices to Members ............................................................. 18 Section 4.03 Dues and Fees ....................................................................... 18 Section 4.04 Expiration of Membership .................................................... 19 Section 4.05 Termination of Membership ................................................. 19 Section 4.06 Unused Membership Dues .................................................... 19 Section 4.07 Rights of Members/Associates .............................................. 20 Section 4.08 General Member/Associate Inspection Rights ...................... 20 Section 4.09 Designated Representatives.................................................. 21 Section 4.10 Member/Associate Responsibilities ...................................... 22 Section 4.11 Member/Associate Public Statements .................................. 22 Page | 1 DRAFT: 1 March 7, 2013

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Section 4.12 Attendance Criteria of Members/Associates......................... 23 Section 4.13 Leave of Absence for Members/Associates ........................... 23 Section 4.14 Non-Voting Membership ...................................................... 23 Section 4.15 Notice of Membership Status ............................................... 23 Section 4.16 Conversion of Membership ................................................... 23 Section 4.17 Transfer of Membership Location ......................................... 24 Section 4.18 Resignation of Members/Associates ..................................... 24 Section 4.19 Reinstatement of Members .................................................. 24 Section 4.20 Readmission of Members/Associates ................................... 24 Section 4.21 Reapplication of Members/Associates .................................. 25 Section 4.22 Disability Relief from Payment .............................................. 25 Section 4.23 Unemployment Relief from Payment .................................... 25 Section 4.24 Benevolence Outreach .......................................................... 25 Section 4.25 Grievance Process ................................................................. 25 Section 4.26 Distribution of Bylaws ........................................................... 25 Section 4.27 ................................................................................................. 25 APPENDIX B: NCNW, INC. NATIONAL AFFILIATES ......................................... 26 APPENDIX C: FREEDOM OF INFORMATION ACT (FOIA) FEE SCHEDULE ........ 27 ARTICLE V OFFICERS ..................................................................................... 29 Section 5.01 Transfer of Power ................................................................ 29 Section 5.02 Elected Officers of the Section ............................................ 29 Section 5.03 Appointed Officers of the Section ...................................... 29 Section 5.04 Duties of Officers ................................................................. 30 Section 5.05 Dereliction of Duty ............................................................... 30 ARTICLE VI MEETINGS .................................................................................. 31 Section 6.01 Meeting Days ........................................................................ 31 Section 6.02 Notice of Meetings................................................................ 31 Section 6.03 Quorum ................................................................................ 32 Section 6.04 Calling A Meeting To Order ................................................... 33 Page | 2 DRAFT: 1 March 7, 2013

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Section 6.05 Meetings by Telecommunication .......................................... 33 Section 6.06 Meeting Standards ................................................................ 34 Section 6.07 Meeting Agendas .................................................................. 34 Section 6.08 Meeting Minutes .................................................................. 35 Section 6.09 Recording of Minutes ............................................................ 36 Section 6.10 Method of Voting .................................................................. 36 Section 6.11 Approved Visitor Participation .............................................. 37 Section 6.12 Regular Membership Meetings ............................................. 37 Section 6.13 Adding an Item to the Agenda of a Regular Membership Meeting . 38 Section 6.14 Cancellation of a Regular Membership Meeting ................... 38 Section 6.15 Special Membership Meetings .............................................. 38 Section 6.16 Cancellation of a Special Membership Meeting .................... 39 Section 6.17 Annual Meeting .................................................................... 39 Section 6.18 Cancellation of Annual Meeting ............................................ 40 Section 6.19 Strategic Plan Meeting .......................................................... 40 Section 6.20 Cancellation of Strategic Plan Meeting ................................. 40 Section 6.21 Executive Committee Meetings ............................................ 41 Section 6.22 Adding an Item to the Agenda of an Executive Committee Meeting 41 Section 6.23 Cancellation of Executive Committee Meetings .................... 41 Section 6.24 Special Executive Committee Meeting .................................. 41 Section 6.25 Cancellation of Special Executive Committee Meeting ......... 42 Section 6.26 Committee Meetings ............................................................ 42 Section 6.27 ................................................................................................. 42 APPENDIX D: REGULAR MEMBERSHIP MEETING AGENDA TEMPLATE ............ 43 ARTICLE VII EXECUTIVE COMMITTEE ............................................................ 44 Section 7.01 Executive Committee Composition ....................................... 44 Section 7.02 Executive Committee Ineligibility .......................................... 44 Section 7.03 Executive Committee Meetings ............................................ 44 Section 7.04 Executive Committee Telephone and Electronic Meetings ... 45 Page | 3 DRAFT: 1 March 7, 2013

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Section 7.05 Executive Committee Standard of Care................................. 45 Section 7.06 Executive Committee Advocacy for Members....................... 46 Section 7.07 Executive Committee Voting ................................................. 46 Section 7.08 Protection and Indemnity of Executive Committee Members46 Section 7.09 Executive Committee Public Statements............................... 47 Section 7.10 Powers .................................................................................. 47 Section 7.11 Benevolence Outreach .......................................................... 48 Section 7.12 Preservation of Safety and Order .......................................... 48 Section 7.13 Executive Committee Member Rights ................................... 48 Section 7.14 Executive Committee Inspection Rights ................................ 49 Section 7.15 Executive Committee Ancillary Duties................................... 50 Section 7.16 Officers Fees and Compensation .......................................... 50 Section 7.17 Election, Designation and Term of Office .............................. 50 Section 7.18 At-Large Executive Committee Members .............................. 51 Section 7.19 Executive Committee Appointed Officers ............................. 52 Section 7.20 Performance Criteria for Officers .......................................... 52 Section 7.21 Attendance Criteria for Officers ............................................ 52 Section 7.22 Executive Committee Recordkeeping.................................... 53 Section 7.23 Executive Committee Quorum .............................................. 53 Section 7.24 Executive Committee Meeting Standards ............................. 54 Section 7.25 Executive Committee Action With a Meeting ....................... 54 Section 7.26 Executive Committee Action Without a Meeting .................. 54 Section 7.27 Adjourned Meeting and Notice ............................................. 55 Section 7.28 Master Calendar ................................................................... 55 Section 7.29 Resignation of Officers .......................................................... 56 Section 7.30 Leave of Absence for Officers................................................ 56 Section 7.31 Suspension of Officers ......................................................... 57 Section 7.32 Removal of Officers ............................................................... 57 Section 7.33 Appeals Process for Removal of Officers ............................... 57 Page | 4 DRAFT: 1 March 7, 2013

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Section 7.34 Organizational Succession ..................................................... 58 Section 7.35 Vacancies .............................................................................. 58 Section 7.36 Replacement Vacancies for Officers ...................................... 58 Section 7.37 National Convention Section Delegates ................................ 58 Section 7.38 National Convention Stipend............................................... 58 ARTICLE VIII COMMITTEES ........................................................................... 60 Section 8.01 Committee Development ...................................................... 60 Section 8.02 Committee Composition ..................................................... 60 Section 8.03 Youth Participation ............................................................... 60 Section 8.04 Term of Office ....................................................................... 61 Section 8.05 Committee Member Selection Criteria ................................. 61 Section 8.06 Training ................................................................................. 61 Section 8.07 Types of Committees ............................................................ 61 Section 8.08 Committee Electronic Mail.................................................... 62 Section 8.09 Resignation from Committees............................................... 62 Section 8.10 Committee Recordkeeping.................................................... 62 Section 8.11 Committee Expectations ....................................................... 62 Section 8.12 Meetings by Telecommunication .......................................... 62 Section 8.13 Meeting Schedules ................................................................ 63 Section 8.14 Risk Management ............................................................... 63 Section 8.15 Committee Expenditures ...................................................... 63 Section 8.16 Committee Budget ................................................................ 63 Section 8.17 Committee Finances ............................................................. 63 Section 8.18 Executive Committee ............................................................ 64 Section 8.19 Standing Committee - Audit/Budget ..................................... 64 Section 8.20 Standing Committee Bylaws ............................................... 66 Section 8.21 Standing Committee Finance ............................................. 66 Section 8.22 Standing Committee Membership ..................................... 68 Section 8.23 Standing Committee Program ............................................ 69 Page | 5 DRAFT: 1 March 7, 2013

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Section 8.24 NCNW Initiative Committees ................................................ 70 Section 8.25 Election Committees ............................................................. 70 Section 8.26 Ad Hoc Committees .............................................................. 70 Section 8.27 Committee Reports ............................................................... 71 ARTICLE IX ELECTIONS .................................................................................. 72 Section 9.01 Annual Election ..................................................................... 72 Section 9.02 Convention Delegate Selection ............................................. 72 Section 9.03 Special Election ..................................................................... 73 Section 9.04 Election Budget ..................................................................... 73 Section 9.05 Election Quorum ................................................................... 73 Section 9.06 Candidate Eligibility............................................................... 74 Section 9.07 Voting Eligibility .................................................................... 74 Section 9.08 Notification of Election ......................................................... 74 Section 9.09 Pre-Election Process.............................................................. 75 Section 9.10 Nominating Committee......................................................... 75 Section 9.11 Nominating Committee Schedule ......................................... 76 Section 9.12 Additional Nominations ........................................................ 77 Section 9.13 Elections Process................................................................... 77 Section 9.14 Election Ballots...................................................................... 78 Section 9.15 Revocation of Ballots ............................................................ 78 Section 9.16 Voting Period ........................................................................ 78 Section 9.17 Certification of Election......................................................... 78 Section 9.18 Tellers Committee ................................................................ 78 Section 9.19 Election by Other Types of Voting ......................................... 79 Section 9.20 Rescinding an Election .......................................................... 79 APPENDIX D: ANNUAL MEETING AGENDA TEMPLATE .................................... 80 ARTICLE X FISCAL MANAGEMENT ................................................................ 81 Section 10.01 Preamble............................................................................. 81 Section 10.02 Seal of the Section .............................................................. 81 Page | 6 DRAFT: 1 March 7, 2013

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Section 10.03 Financial Obligation ............................................................ 81 Section 10.04 Office Space Agreement...................................................... 81 Section 10.05 Website/Electronic Mail Address Agreement ..................... 81 Section 10.06 Mail Box Agreement ........................................................... 82 Section 10.07 State Sales Tax Exemption .................................................. 82 Section 10.08 Audit ................................................................................... 82 Section 10.09 Real Property ...................................................................... 82 Section 10.10 Contributions ...................................................................... 83 Section 10.11 Fundraising ......................................................................... 83 Section 10.12 Gifts, Gratuities and Bequests ............................................. 83 Section 10.13 Checks and Deposits ........................................................... 84 Section 10.14 Vendor Bids......................................................................... 84 Section 10.15 Loans and Contracts ............................................................ 84 Section 10.16 Recoupment of Funds ......................................................... 86 Section 10.17 Borrowing Powers ............................................................... 86 Section 10.18 Permanent Funds ................................................................ 86 Section 10.19 Operating Funds.................................................................. 87 Section 10.20 Banking Practices ................................................................ 87 Section 10.21 Information Systems ......................................................... 87 Section 10.22 Fiscal Year ........................................................................... 87 Section 10.23 Annual Budget .................................................................... 87 Section 10.24 Budget Calendar ................................................................. 88 Section 10.25 Budget Requests ................................................................. 88 Section 10.26 Contingency Funding ........................................................ 89 Section 10.27 Draft Budget ..................................................................... 89 Section 10.28 Contributions from Individuals ............................................ 89 Section 10.29 Contributions from Organizations ....................................... 89 Section 10.30 Authority to Disburse Funds................................................ 90 Section 10.31 Prioritization of Expenditures.............................................. 90 Page | 7 DRAFT: 1 March 7, 2013

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Section 10.32 Expenditures ....................................................................... 90 Section 10.33 Requests for Payment and Reimbursement ........................ 91 Section 10.34 Disbursal of Funds ............................................................... 92 Section 10.35 Reporting Expenditures....................................................... 92 Section 10.36 Emergency Funding ............................................................. 93 Section 10.37 Investments ........................................................................ 93 Section 10.38 Bank Accounts..................................................................... 93 Section 10.39 Financial Reporting ............................................................. 94 Section 10.40 National Convention Stipend .............................................. 95 Section 10.41 Travel .................................................................................. 95 Section 10.42 Lodging ............................................................................... 96 Section 10.43 Transportation .................................................................... 96 Section 10.44 Meals .................................................................................. 96 Section 10.45 NCNW, Inc. National Indebtedness/Financial Obligations. 96 Section 10.46 Check Policies...................................................................... 98 Section 10.47 Credit Cards ........................................................................ 98 Section 10.48 Purchasing/Gift Cards ......................................................... 98 Section 10.49 Grants ................................................................................. 99 Section 10.50 Online Transactions ............................................................ 99 Section 10.51 Budget Transfers............................................................. 100 Section 10.52 Budget Codes .................................................................... 100 Section 10.53 Fundraising ....................................................................... 100 Section 10.54 Small Games of Chance ..................................................... 100 APPENDIX F: SAMPLE BUDGET CALENDAR TEMPLATE ............................... 102 ARTICLE XI ANNUAL REPORT ...................................................................... 104 Section 11.01 Financial Report ................................................................ 104 Section 11.02 Report of Certain Transactions.......................................... 105 Section 11.03 Accountability Provision.................................................... 105 ARTICLE XII-AMENDMENTS ........................................................................... 106 Page | 8 DRAFT: 1 March 7, 2013

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Section 12.01 Bylaws ............................................................................... 106 Section 12.02 Standing Rules .................................................................. 106 Section 12.03 Standing Committee: Bylaws Committee .......................... 106 Section 12.04 Exceptions ......................................................................... 107 Section 12.05 Revision of Bylaws............................................................. 107 Section 12.06 Considerations for Amending the Bylaws .......................... 107 Section 12.07 Amending the Bylaws........................................................ 108 Section 12.08 ............................................................................................. 108 ARTICLE XIII CODE OF ETHICS ..................................................................... 109 Section 13.01 Basic Provision .................................................................. 109 ARTICLE XIV CONFLICT OF INTEREST POLICY .............................................. 109 Section 14.01 Basic Provision .................................................................. 109 ARTICLE XV - DOCUMENT RETENTION AND DESTRUCTION POLICY ............... 109 Section 15.01 Basic Provision .................................................................. 109 ARTICLE XVI WHISTLEBLOWER POLICY ....................................................... 109 Section 16.01 Basic Provision .................................................................. 109 ARTICLE XVII PUBLIC DISCLOSURE POLICY .................................................. 110 Section 17.01 Basic Provision .................................................................. 110 ARTICLE XVIII INTERNAL REVENUE SERVICE POLICIES................................. 110 Section 18.01 Basic Provision .................................................................. 110 ARTICLE XIX DISSOLUTION ......................................................................... 111 Section 19.01 Definition .......................................................................... 111 Section 19.02 Official Statement ............................................................. 111 Section 19.03 Compulsory Dissolution .................................................... 111 Section 19.04 Voluntary Dissolution ........................................................ 111 Section 19.05 Finalization of Indebtedness ............................................. 112 Section 19.06 Disbursement of Funds ..................................................... 112 Section 19.07 Finalization of Projects ...................................................... 113 Section 19.08 Notification to National Organization ............................... 113 Page | 9 DRAFT: 1 March 7, 2013

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Section 19.09 Loss of National Charter .................................................... 114 Section 19.10 Dissolution Steps............................................................... 114

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The National Council of Negro Women, Inc. Mission Statement

NCNW is a voluntary nonprofit [501(c) (3)] membership organization with the mission to advance the opportunities and the quality of life for African American women, their families and communities. NCNW fulfills this mission through research, advocacy, national and community based services and programs in the United States and Africa. With its 38 national affiliate organizations and its more than 200 community based sections, NCNW has an outreach to nearly four million women, all contributing to the peaceful solutions to the problems of human welfare and rights.

The National Council of Negro Women, Inc. Pledge

It is our pledge to make a lasting contribution to all that is finest and best in America, so that her heritage of Freedom and Progress will be infinitely enriched by the by integration of all the people (regardless of race, creed, or national origin) in the economic, social, cultural, civic and political life of their country and thus achieve the glorious destiny of a true and unfettered democracy. Founder Mary McLeod Bethunes Pledge for NCNW

The Greater Pocono Section Inspirational Quote

Now and in the future, we work to create a lasting contribution to all that is the finest in the Greater Pocono Community and Nation. The Greater Pocono Section of the National Council of Negro Women Inc. will cherish and extend our heritage of freedom and progress so that people of all races, creeds and colors will share and be enriched.

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ARTICLE I NAME Section 1.01


Section

1. The name of this organization shall be the National Council of Negro Women, Inc.-Greater Pocono Section hereinafter referred to as the Section or GPS.

Section 1.02

Articles of Incorporation

1. In Pennsylvania, the format and contents of Articles of Incorporation are governed by the Nonprofit Corporation Law of 1988, as amended, 15 Pa. C.S.A. 5101 6162 which sets forth the specific provisions or requirements that must be met. 2. Articles of Incorporation must be filed with the Department of State. 3. Articles of Incorporation must contain information including, but not limited to the following: a. the name and registered address of the corporation; b. the purpose for which the organization was formed; c. a statement that the corporation is a not-for-profit corporation incorporated under the Nonprofit Corporation Law; d. the voting rights of members; e. the name and address of each individual incorporator; f. the effective date of the Articles; and g. whether or not the corporation is organized on a nonstock or a stock share basis.

Section 1.03
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1. The Bylaws of this organization shall be the NCNW, Inc.-Greater Pocono Section Bylaws, (Inaugural Edition) hereinafter referred to as the Greater Pocono Section Bylaws, GPS Bylaws, Section Bylaws or the Bylaws. 2. The Bylaws and its provisions may never be suspended.

Section 1.04

Policies and Procedures Manual

1. The GPS Policies and Procedures Manual officially describe the procedures and policies of the Section. 2. The material within the Manual is subject to change in order to meet the Sections needs.

Section 1.05

Job Description Handbook

1. The GPS Job Description Handbook officially lists the duties of each elected and appointed officer within the Section. 2. The material within the Handbook is subject to change in order to meet the Sections needs.

Section 1.06

Record of Updates

1. All Bylaws revisions and amendments information must appear on the first page of the document. 2. All Job Description Handbook revisions and amendments information must appear on the first page of the document. 3. All Policies and Procedures Manual revisions and amendments information must appear on the first page of the document. See GPS Policies and Procedures Manual: Topic 105-Record of Updates, Bylaws; Topic 106-Record of Updates, Job Description Handbook; Topic 107-Record of Updates, Policies and Procedures Manual

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NCNW, Inc.-Greater Pocono Section Bylaws ARTICLE II - PURPOSES


See National Council of Negro Women, Inc. Bylaws, Revised 10/05/06: Article XVIPolicies, Section 4-Publications

The purposes of the National Council of Negro Women are To unite non-profit national organizations of women in a council on national organizations primarily concerned with the welfare of Negro women. To promote unity among womens national organizations and among all women and girls in matters affecting the educational, cultural, economic, social, and spiritual life in America. To build a common fellowship of women devoted to the task of developing creative relations among people at home and abroad. To serve as a clearinghouse for the dissemination of information concerning the activities of organized women.

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ARTICLE III AUTHORITY Section 3.01


Parliamentary Authority

1. The rules contained in the current edition of Robert's Rules of Order shall be used as a guideline to govern the Section in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the National Council of Negro Women, Inc. and/or the National Council of Negro Women, Inc. - Greater Pocono Section may adopt.

Section 3.02

Matters Not Covered

1. No set of bylaws or Policies and Procedures Manual can cover all circumstances. In the event of an issue arising which is not covered by this document, it will be decided on the basis of fairness, the good of The National Council of Negro Women, Inc.- Greater Pocono Section, and common sense. 2. In the event that federal or state legislation conflicts with the bylaws or the Policies and Procedures Manual, the applicable legislation will be the authority.

Section 3.03

Limitations

1. At no time will the National Council of Negro Women, Inc.-National, regional and/or state level personnel/agents operate in other than an advisory capacity for the decisions, procedures and plans of the Greater Pocono Section. 2. All contact other than the initial mailing of the membership packet must be directly handled through the processes outlined in the GPS Policies and Procedures Manual.

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3. All decisions relative to this body must also be made through a majority vote of the entire section membership eligible to vote. See GPS Policies and Procedures Manual: Topic 86-NCNW National, Contact with Members/Associates

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ARTICLE IV MEMBERS Section 4.01


Membership Categories

1. Membership is required to consider oneself a part of the National Council of Negro Women, Inc. National and the Greater Pocono section of the same organization. 2. Upon the completion and receipt of an Application of Membership and payment of NCNW, Inc.-National and Greater Pocono Section annual dues as determined by the Section Bylaws, one becomes a member. 3. National dues are made payable to NCNW, Inc., National; Section dues are made payable to the NCNW, Inc.-Greater Pocono section. The Section may collect both sets of dues and forward national dues payment to NCNW, Inc.-National. 4. Membership categories are determined by the National Council of Negro Women, Inc.-National. 5. The terms member and membership as used in these Bylaws shall refer only to those eligible to cast votes. 6. Members/Associates receive an individual Section membership card. See GPS Policies and Procedures: Topic 72-Member Accommodations, Identification Number INDIVIDUALS 7. Membership in the Section is open to individuals who are committed to its purposes as set forth in GPS Bylaws (Inaugural Edition); Article II-Purposes. 8. Members are females. 9. Youth/Collegiate young women are welcome as members. 10.Associates are males who function as silent supporters. Page | 17 DRAFT: 1 March 7, 2013

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ORGANIZATIONS 11.Membership shall be extended to national and local organizations whose purposes are consistent with those of the NCNW, Inc. NATIONAL AFFILIATES See current National Council of Negro Women, Inc.-National Bylaws; GPS Bylaws (Inaugural Edition), Appendix A: Application for Membership; Appendix B: NCNW, Inc. National Affiliates

Section 4.02

Notices to Members

1. The Section must maintain and execute a plan for forwarding notices to members. See GPS Policies and Procedures Manual: Topic 81-Members, Notices to

Section 4.03

Dues and Fees

1. Section annual dues shall be for one year. 2. Upon receipt of Section dues, members are agreeing to accept the terms of the current GPS Bylaws and GPS Policies and Procedures Manual. 3. Dues are considered paid when a duly appointed representative of the Section has received it which is then signified by the immediate return of a numbered receipt to the paid individual. 4. It is the responsibility of the Section member/associate to retain proof of updated/continued NCNW, Inc.-National membership. 5. Life and Legacy Life members are exempt from this responsibility as they do not pay national dues at any time as per NCNW, Inc.-National bylaws. See current National Council of Negro Women, Inc.-National Bylaws 6. Dues for membership in NCNW, Inc.-National shall be established as set forth in the National bylaws. See current National Council of Negro Women, Inc.-National Bylaws Page | 18 DRAFT: 1 March 7, 2013

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7. Dues for membership in the Section shall be established as equal to or more than the amount determined by the NCNW, Inc.-National fee structure. 8. Such amounts may be changed by a majority vote of the Section voting members at an annual meeting in May. However, a 30 calendar day prior notice must be given.

Section 4.04

Expiration of Membership

1. A membership is issued for a period of time, such membership shall automatically terminate when such period of time has elapsed, unless the member a. elects to renew the membership; b. in writing informs the Membership Committee of a dispute relative to dues, fees or other membership impairing matter

Section 4.05

Termination of Membership

1. Ones membership in this Section shall automatically terminate thirty calendar days after the member is sent written notice of the failure to pay dues or fees on or before their due date as presented in the communication. 2. A member may avoid such termination by a. paying the amount of delinquent dues and fees, within the thirty-day period presented; b. filing a dispute through the Grievance Process at which point the issue of termination is discontinued until the process is completed. See GPS Policies and Procedures Manual: Topic 109 Resolution, Grievance Hearing; Topic 49-Finances, Section Membership Dues Billing

Section 4.06
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1. Should one sever membership from the Section or the national body for any reason or no reason at all, no portion of unused national and Section annual dues or any other monies will be refunded or transferred.

Section 4.07
1. To attend

Rights of Members/Associates

a. regular membership and committee meetings; b. quarterly Executive Committee meetings as silent observers 2. To participate in Section committees; 3. To support Section activities and events; 4. To work toward becoming a candidate for Section office; 5. To participate in Section discussions; 6. To participate in Section voting with one vote per each voting member; 7. To receive all member/associate communications and notifications; 8. To participate in the grievance process when resolving issues; 9. To inspect all Section records; 10. As per the Commonwealth of Pennsylvania, Office of the Attorney General, Nonprofit Corporation Law of 1988, as amended, 15 Pa. C.S.A. 5101 6162 the following is true a. a voting member may bring a court action to contest activities of a nonprofit organization that affect the members rights or duties. See GPS Bylaws (Inaugural Edition), Article IV-Members; Article X-Elections

Section 4.08

General Member/Associate Inspection Rights

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1. Every member/associate shall have the right to inspect and copy all books, records, and documents, and to inspect the physical properties of the NCNW, Inc.-Greater Pocono Section. 2. Every member/associate shall have the right to inspect and copy all correspondence, manuals, etc. from the NCNW, Inc.-National. 3. Section records must be kept physically at the location of record and also electronically as much as possible to avoid undue reproduction costs to the member/associate for such inspection of records. 4. Reasonable cost for per page reproduction and other charges shall mirror those as presented in the current IRS Freedom of Information Act (FOIA) Fee Schedule. See www.irs.gov , FOIA Fee Schedule; GPS Bylaws (Inaugural Edition, Appendix C) 5. It is expected that all Section records are to be in the possession of the Corresponding Secretary or Executive Secretary. 6. The NCNW, Inc.-Greater Pocono Sections location of record will serve as the meeting place for such records inspection. 7. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, demand under oath shall be accompanied by a Power of Attorney or such other writing, which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath should be directed to the Executive Committee at the mailbox location of record. See GPS Policies and Procedures Manual: Topic 55-Inspection Rights, Member/Associate; Topic 60-IRS Form 990 Policy, Public Disclosure

Section 4.09

Designated Representatives

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2. A designated representative has one vote only which is cast in her status as the representative of her organization. 3. An organizational member may change its designated representative at any time. See GPS Policies and Procedures Manual: Topic 79-Members, Designated Representatives

Section 4.10

Member/Associate Responsibilities

1. Attend regular membership meetings on the second Saturday of each month except in July and August. 2. Keep all personal contact information current with NCNW, Inc.-National and the Greater Pocono Section. 3. Keep national and Section annual dues current, maintaining membership in both concurrently. 4. Retain proof of national and Section dues status. 5. Signing in on attendance sheets for all regular membership meetings and events is mandatory. 6. Immediately provide written notification to the Membership Committee Chair of any error in membership designation.

Section 4.11

Member/Associate Public Statements

1. Greater Pocono Section members/associates are not authorized to speak on behalf of the Executive Committee as a whole, other Executive Committee members and other Section members. There is a standing mandatory disclaimer for any private publication or public statement. 2. For all purposes, such disclaimer must indicate that the views and statements expressed are those solely of the individual and do not

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represent the views of the Greater Pocono Section Executive Committee or Greater Pocono Section members/associates or NCNW, Inc.-National.

Section 4.12

Attendance Criteria of Members/Associates

1. There is no attendance criteria for members who are other than elected and appointed officers.

Section 4.13

Leave of Absence for Members/Associates

1. At any time members/associates may request in writing a leave of absence. See GPS Policies and Procedures Manual: Topic 73-Member Accommodations, Leave of Absence; Topic 81-Members, Readmission of; Topic 82-Members, Reapplication of; Topic 84-Members, Reinstatement of

Section 4.14

Non-Voting Membership

1. The Executive Committee along with the voting members shall have the authority to establish and define non-voting categories of membership. 2. Associates (men) do not vote at any time.

Section 4.15

Notice of Membership Status

1. Within 14 calendar days of the completed membership process as set forth in GPS Bylaws (Inaugural Edition), Article IV-Members; Section 4.01: Membership Categories, new members/associates must be notified via email from the Membership Committee of their initial membership status. 2. Membership status may change. The Membership Committee must notify the member/associate of said change via email no less than 14 calendar days before the regular membership meeting. Such notice must include the remedy for curing the membership problem.

Section 4.16

Conversion of Membership

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1. Section members/associates may not transfer or otherwise convert their membership to another individual, organization, national affiliate or group.

Section 4.17

Transfer of Membership Location

1. Any member may transfer to the Greater Pocono Section from another Section currently recognized by NCNW, Inc.-National. 2. Persons seeking such transfer from a Section not currently recognized by National will be considered as a new member pending completion of an Application for Membership. See GPS Policies and Procedures Manual: Topic 74-Member Accommodations, Transfer of Membership Location

Section 4.18

Resignation of Members/Associates

1. Any member/associate may resign at any time by filing a written resignation letter to the Membership Committee or designee. 2. All resignation letters must be read to the body at the next regular membership meeting by the Corresponding Secretary. The letter is then stored by the Corresponding Secretary or Executive Secretary with a copy of same forwarded to the Membership Committee. 3. Resignation does not relieve the resigning member/associate of any accrued but unpaid obligations.

Section 4.19

Reinstatement of Members

1. Reinstatement is appropriate if membership termination has been for a period of twelve months or less. See GPS Policies and Procedures Manual: Topic 84-Members, Reinstatement of

Section 4.20

Readmission of Members/Associates

1. Readmission is appropriate if membership termination has been for a period of more than twelve months and up to seven years. Page | 24 DRAFT: 1 March 7, 2013

NCNW, Inc.-Greater Pocono Section Bylaws


See GPS Policies and Procedures Manual: Topic 82-Members, Readmission of

Section 4.21

Reapplication of Members/Associates

1. Reapplication is appropriate if membership termination has been for a period of more than seven years. See GPS Policies and Procedures Manual: Topic 83-Members, Reapplication of

Section 4.22

Disability Relief from Payment

See GPS Policies and Procedures Manual: Topic 71-Member Accommodations, Disability Relief from Payment

Section 4.23

Unemployment Relief from Payment

See GPS Policies and Procedures Manual: Topic 75-Member Accommodations, Unemployment Relief from Payment

Section 4.24

Benevolence Outreach

See GPS Policies and Procedures Manual: Topic 76-Member Benefits, Benevolence Outreach

Section 4.25

Grievance Process

See GPS Policies and Procedures Manual: Topic 109-Resolution, Grievance Hearing

Section 4.26

Distribution of Bylaws

1. Within 14 calendar days of the completed membership process, new members must receive via email a copy of the most recent NCNW, Inc.Greater Pocono Section Bylaws. 2. At all regular membership meetings, a hard copy of the most recent NCNW, Inc.-Greater Pocono Section Bylaws and NCNW, Inc.-National bylaws must be available to the public for on-site review only.

Section 4.27
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APPENDIX B: NCNW, INC. NATIONAL AFFILIATES


1. Ad Hoc Labor Committee 2. Alpha Kappa Alpha Sorority, Inc. 3. Auxiliary to the National Medical
Association

21. National Women of Achievement, Inc.,


National Operations

22. Order of the Eastern Stars, National


Grand Chapter

4. Beta Pi Sigma Sorority, Inc. 5. Chi Eta Phi Sorority, Inc. 6. Chums, Inc. 7. Continental Societies, Inc. 8. Delicados, Inc. 9. Delta Sigma Theta Sorority, Inc. 10. Eta Phi Beta Sorority, Inc. 11. Gamma Phi Delta Sorority, Inc. 12. Grand Temple Daughters of Elks 13. Iota Phi Lambda Sorority, Inc. 14. Ladies Auxiliary, National Dental
Association

23. Sigma Gamma Rho Sorority 24. Swing Phi Swing 25. Social Fellowship, Inc. 26. Tau Gamma Delta Sorority 27. The Charmettes, Inc. 28. Top Ladies of Distinction, Inc. 29. Twigs Social & Civic Club, Inc. 30. Womens Home & Overseas
Missionary Society, AME Zion

31. Women Lawyers Division, National Bar


Association

32. Womens Missionary Society, AME


Church

15. Las Amigas 16. Les Gemmes, Inc. 17. National Association of Negro Business
& Professional Womens Clubs

33. Womens Convention, Auxiliary to the


National Baptist Convention

34. Womens Missionary Council, CME


Church

18. National Association of University


Women, Inc.

35. Zeta Phi Beta Sorority, Inc.

19. National Black Nurses Association, Inc. 20. National Sorority of Phi Delta Kappa,
Inc.

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NCNW, Inc.-Greater Pocono Section Bylaws APPENDIX C: FREEDOM OF INFORMATION ACT (FOIA) FEE SCHEDULE
Last updated on www.irs.gov August 2, 2012 Consult the IRS website for updated information.
Type of Request
COMMERCIAL REQUESTERS

Type of Charge
Copying charges

Price
$.20 per page $17.00 per hour or fraction of an hour (charges for computer searches may include search time expended by employees plus the actual direct costs to the IRS for performing the electronic search such as computer search time, runs, and the operators salary). $21.00 per hour or fraction of an hour. No fee charged if total charges are $10.00 or less. No charge for first 100 pages; $.20 per page thereafter. No fee charged if total charges are $10.00 or less. No charge for first 100 pages; $.20 per page thereafter. No fee charged if total charges are $10.00 or less. No charge for first 100 pages; $.20 per page thereafter. No charge for first 2 hours (or equivalent computer search cost); $17.00 per hour or fraction of an hour plus any direct electronic search costs thereafter. No fee charged if total charges are $10.00 or less. shipping costs; employee transportation; contractor duplication costs; video tapes; computer disks; and shipping, etc. The charge for a copy of tax return as filed is $57.00.

COMMERCIAL REQUESTERS

Search charges

COMMERCIAL REQUESTERS COMMERCIAL REQUESTERS MEDIA REQUESTERS MEDIA REQUESTERS EDUCATIONAL OR NONCOMMERCIAL SCIENTIFIC INSTITUTION REQUESTERS EDUCATIONAL OR REQUESTERS OTHER REQUESTORS (INDIVIDUALS SEEKING RECORDS FOR THEIR OWN USE) OTHER REQUESTORS

Review charges Minimum charges Copying charges Minimum charges Copying charges Minimum charges Copying charges

Search charges

OTHER REQUESTORS

Minimum charges
Fees may be assessed at actual cost for any request that requires special services or materials. These services are provided at the discretion of the IRS and may include: certification fees ($1.00 per document certified;

OTHER CHARGES

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DESCRIPTIONS OF REQUESTERS 1. Media Requester: a representative of the news media affiliated with the XXXX newspaper (magazine, television station, etc.), and this request is made as part of newsgathering and not for a commercial use. 2. An Educational Institution Requester or a Non-Commercial Scientific Institution Requester affiliated with an educational or noncommercial scientific institution, and this request is made for a scholarly or scientific purpose and not for a commercial use. 3. A Commercial-Use Requester affiliated with a private corporation, seeking information for use in the company's business. 4. An Other Requester seeking information for non-commercial or personal use.

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ARTICLE V OFFICERS Section 5.01


Transfer of Power

1. All officers shall assume the responsibility of their elected or appointed office on September 1 and shall be installed at the first regular membership meeting following that date. 2. As of October 1, the transition process is deemed to be complete and finalized. See GPS Policies and Procedures Manual: Topic 99-Officers, Transition of

Section 5.02
1. 2. 3. 4. 5. 6. 7. 8. 9.

Elected Officers of the Section

President First Vice President Second Vice President Third Vice President (her primary function will be to supervise, coordinate and help plan activities for the youth members) Recording Secretary Corresponding Secretary Treasurer Financial Secretary Members-at-Large Appointed Officers of the Section

Section 5.03
1. 2. 3. 4. 5. 6. 7. 8.

Parliamentarian (serves as a member of the Executive Committee) Executive Secretary Assistant Recording Secretary Assistant Corresponding Secretary Assistant Treasurer Assistant Financial Secretary Committee Chairperson Committee Member DRAFT: 1 March 7, 2013

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NCNW, Inc.-Greater Pocono Section Bylaws


9. Historian 10.Chaplain 11.Sergeant-at-Arms 12.Legacy and Life Membership Coordinator

Section 5.04 Section 5.05

Duties of Officers

See GPS Job Description Handbook Dereliction of Duty

See GPS Policies and Procedures Manual: Topic 91-Officers, Dereliction of Duty

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ARTICLE VI MEETINGS Section 6.01


Meeting Days

1. Regular membership meetings must be held at least once per month from September through June with no membership meetings in July and August. 2. The regular membership meeting occurs the second Saturday of each month from 12 noon-2pm. 3. Committee meetings are held as needed.

Section 6.02

Notice of Meetings

1. The Corresponding Secretary is responsible to provide prior notice for all meetings except Committee meetings. 2. For the regular membership meeting, the Corresponding Secretary provides electronic notice (i.e. automated phone call, email, text, etc.) no less than 14 calendar days before the second Saturday in each month except July and August when there are no scheduled meetings. 3. For special meetings, the Corresponding Secretary must ensure that all members/associates receive electronic notification with all pertinent information no less than 5 calendar days before the advertised date. 4. For the annual election, the Corresponding Secretary contacts all members/associates via electronic notification by each of the following dates: February 1, March 1, April 1 and May 1. 5. For special elections, the Corresponding Secretary contacts all members/associates via electronic notification no less than 14 calendar days before the advertised date. 6. For the four mandatory quarterly Executive Committee meetings, the Corresponding Secretary provides email notification not later than 14 Page | 31 DRAFT: 1 March 7, 2013

NCNW, Inc.-Greater Pocono Section Bylaws


calendar days before the advertised date. These meetings are open to the members/associates where they participate as silent observers. 7. For committee meetings, the Committee Chair provides notification to committee members. See GPS Policies and Procedures Manual: Topic 63-Meetings, Automated Phone Calls

Section 6.03

Quorum

1. A quorum is the minimum number of voting members who must be present for valid transactions of business, motions made or passed, votes taken. 2. Nine voting members and at least one elected officer will constitute a quorum for the regular membership meeting. The officers are counted as voting members for this purpose. 3. A designated representative is counted once as the representative for her organization. 4. Four elected officers will constitute a quorum for mandatory quarterly Executive Committee meetings. 5. Additional Executive Committee meetings do not require a quorum of officers. 6. There is no quorum required for special membership meetings. 7. Three elected officers constitute a quorum for an Executive Committee special meeting. 8. There is no quorum required for committee meetings. 9. For all meetings, in the absence of a quorum and within 10 minutes of the call to order, no formal action shall be taken except to permanently adjourn the meeting for that day.

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10.The names of all Executive Committee members who are present and absent must be duly recorded in the minutes of the adjourned meeting.

Section 6.04

Calling A Meeting To Order

1. The President or another Executive Committee member must call the meeting to order on time. 2. The President or Presiding officer verifies the presence or absence of a quorum through the Membership Committees announcement of number of voting members present. 3. If no elected Executive Committee member (not to include the Recording Secretary) calls the meeting to order, the meeting is permanently adjourned 16 minutes after the advertised call time (12:16pm EST) unless there have been further instructions from another Executive Committee member. 4. The names of all Executive Committee members who are present and absent must be duly recorded in the minutes of the adjourned meeting. 5. There is no motion needed to adjourn the meeting if it has not been called to order.

Section 6.05

Meetings by Telecommunication

1. The Executive Committee, membership, Section committees and Section entities reserve the right to use teleconferences for meetings as they deem necessary. 2. Such meetings are structured as set forth in the GPS Policies and Procedures Manual. 3. Only voting members are eligible to use this option. 4. Members on the phone will be counted toward the quorum. See GPS Policies and Procedures Manual: Topic 64-Meetings, By Telecommunication for Members/Associates Page | 33 DRAFT: 1 March 7, 2013

NCNW, Inc.-Greater Pocono Section Bylaws Section 6.06


Meeting Standards

1. All members who are current in their national and local dues are considered to be voting members. 2. All dialogue must be directed to the President or the Presiding Officer chairing the meeting. 3. Meeting attendees must be recognized by the President or the Presiding Officer before each instance of participation. 4. Only one person may speak at a time. Cross conversation is not encouraged. 5. An agenda must be used at all times. 6. When time is called on an agenda item, it must either be resolved immediately or a motion made to handle it in an alternate method.

Section 6.07

Meeting Agendas

1. There must be an agenda. 2. All finalized regular membership meeting agendas including any Added Member agenda items must be available electronically to all members no less than 14 calendar days before the second Saturday of each month. The months of July and August are excluded as there are no general membership meetings at those times. 3. All finalized Executive Committee meeting agendas including any added Executive Committee member agenda items must be available electronically to all Executive Committee members no less than 14 calendar days before the advertised date of the meeting. 4. All finalized special meeting agendas must be available electronically to all members no less than 3 calendar days before the advertised date of the meeting.

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5. All finalized committee meeting agendas including any added member agenda items must be available electronically to all committee members no less than 5 calendar days before the advertised date of the meeting. See GPS Bylaws (Inaugural Edition), Appendix D: Regular Membership Meeting Agenda Template

Section 6.08

Meeting Minutes

1. Corrections to all minutes are only made publicly during the next regular membership meeting. 2. Minutes of the regular membership meeting are to be prepared and distributed electronically to all members no later than 14 calendar days after the meeting is held. (Example: Meeting held April 18, minutes distributed no later than May 2) 3. Minutes of the Executive Committee meetings are to be prepared and distributed electronically to all officers no later than 14 calendar days after the meeting is held. 4. Minutes of Executive Committee special meetings are to be prepared and distributed electronically to all officers no later than 7 calendar days after the meeting is held. 5. Minutes of regular membership special meetings are to be prepared and distributed electronically to all members/associates no later than 7 calendar days after the meeting is held. 6. Minutes of the annual meeting are to be prepared and distributed electronically to all members/associates no later than 14 calendar days after the meeting is held. 7. Minutes of special election meetings are to be prepared and distributed electronically to all members/associates no later than 7 calendar days after the meeting is held.

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8. Minutes of committee meetings are to be prepared and distributed electronically to all committee members no later than 14 calendar days after the meeting is held. 9. Minutes of all meetings must be available at every Executive Committee, special, regular membership and annual meeting for on-site review. Committee meeting minutes are excluded from this provision.

Section 6.09

Recording of Minutes

1. If the Recording Secretary or her designee records any meeting, the resulting media is used only to assist in transcribing the action taken and must be destroyed after the minutes are approved. 2. No one other than the Recording Secretary may have access to these media recordings as they are only to be used as an aid and are not the official minutes. Media obtained for this purpose cannot be used as a substitute for the official minutes.

Section 6.10

Method of Voting

1. There must be a quorum call by the President to establish the presence of a quorum. 2. Members must not vote when a motion is of direct personal or monetary interest to the member. 3. In all voting, there must never be more votes cast than the number of voting members present determined at the beginning of the session. 4. Voting that must occur by secret ballot are a. Elections at any meeting b. Any vote of confidence c. Adoption of fiscal years budget d. General membership ratification of Sections convention delegates Page | 36 DRAFT: 1 March 7, 2013

NCNW, Inc.-Greater Pocono Section Bylaws


e. Determining the Nominating Committee when there are more than five persons volunteering to serve f. Mail-in ballots g. Any controversial issues 5. Voting that must occur by roll call vote of the Executive Committee are: a. Preservation of safety and order b. Removal of officers c. Appeal decisions d. Recommendation of fiscal years budget e. Selection of approved convention section delegates f. Dissolution 6. Voting that must occur by a show of hands are: a. All other matters

Section 6.11

Approved Visitor Participation

1. The Section must maintain a procedure for authorizing visitors as participants in regular membership meetings. 2. Such participation must align with the purposes of NCNW, Inc. as presented in the current National bylaws. See GPS Policies and Procedures Manual: Topic 62-Meetings, Approved Visitor Participation; Topic 105-Professionalism, Approved Presenter

Section 6.12

Regular Membership Meetings

1. Regular membership meetings are held regularly and called for the purpose of discussing all matters related to the Greater Pocono Section.

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2. The regular membership meeting may not exceed two hours from the advertised call time. 3. If additional time is needed, a motion will be made to extend or adjourn the meeting based on need. 4. Regular membership meeting dates are scheduled for the entire fiscal year as per the NCNW, Inc.-Greater Pocono Master Calendar due no later than September 1 of each year. 5. Meetings are cancelled as set forth in GPS Bylaws (Inaugural Edition); Article V-Meetings, Section 5.16: Cancellation of Regular Membership Meeting

Section 6.13

Adding an Item to the Agenda of a Regular Membership Meeting

1. Any voting member in the local section can add an item to the agenda. See GPS Policies and Procedures Manual: Topic 2-Agenda, Regular Membership Additions

Section 6.14

Cancellation of a Regular Membership Meeting

1. Membership meetings must only be cancelled due to weather or other national emergency advisories/warnings. 2. The Executive Committee must ensure all members are immediately aware of meeting cancellation and use the existing contact information of record. See GPS Policies and Procedures Manual: Topic 63-Meetings, Automated Phone Calls

Section 6.15

Special Membership Meetings

1. A special meeting is defined as a meeting to discuss Greater Pocono Section concerns at which visitors are excluded. 2. A special meeting of the general body cannot be held in July and August and must not exceed one hour from the advertised call time. Page | 38 DRAFT: 1 March 7, 2013

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3. Any one of the special meeting requesters will preside over the meeting which must be called to order on time. 4. The request for a special membership meeting is to be granted without question when the procedures set forth in the GPS Policies and Procedures Manual are followed. 5. Notice of any special meeting of the membership is given by email and telephone; such notice shall be deemed to be delivered when the email is sent to the address shown by the records of the Section Membership Committee. 6. It is the responsibility of the Executive Committee to ensure access to the meeting location if it is the place of record for the Section. See GPS Policies and Procedures Manual: Topic 69-Meetings, Special Membership

Section 6.16

Cancellation of a Special Membership Meeting

1. A special membership meeting may be cancelled no less than 48 hours before the advertised call date and time of the meeting. See GPS Policies and Procedures Manual: Topic 7-Cancellation, Special Membership Meeting

Section 6.17

Annual Meeting

1. There shall be an annual meeting of the NCNW, Inc.-Greater Pocono Section membership held the second Saturday in May for the main purposes of a. annual elections and b. the renewal of appointed officers and c. appointment of volunteers for elected/appointed officer positions and d. selection of convention section delegates and Page | 39 DRAFT: 1 March 7, 2013

NCNW, Inc.-Greater Pocono Section Bylaws


e. establishing the ordinal positions of convention section delegates on the waiting list and f. change in annual Section dues 2. Should there be time left within the two-hour meeting period, the transaction of such other business as may come before the election can occur. 3. If the election of Executive Committee members is not held at the annual meeting on the second Saturday in May, it must be held at the next regular monthly meeting in June.

Section 6.18

Cancellation of Annual Meeting

1. The annual meeting may not be cancelled unless national emergency or advisory warnings are offered on local or national news channels. See GPS Policies and Procedures Manual: Topic 63-Meetings, Automated Phone Calls

Section 6.19

Strategic Plan Meeting

1. By September 1, the strategic plan for the year must be completed in writing and ready for distribution to all members of the Greater Pocono Section. 2. The membership will have reviewed and be ready to vote on the adoption of the Strategic Plan at the October regular membership meeting. 3. By September 1, all standing committee budgets must be completed in writing and submitted to these entities: Executive Committee, Audit/Budget Committee and Finance Committee. 4. The Strategic Plan Meeting must result in finalized budgets and plans to be presented and adopted by the general membership at the October regular membership meeting.

Section 6.20
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1. The Strategic Plan Meeting may not be cancelled unless national emergency or advisory warnings are offered on local or national news channels. See GPS Policies and Procedures Manual: Topic 63-Meetings, Automated Phone Calls

Section 6.21

Executive Committee Meetings

See GPS Bylaws, (Inaugural Edition); Article VI -Executive Committee, Section 6.06: Executive Committee Meetings

Section 6.22

Adding an Item to the Agenda of an Executive Committee Meeting

1. Appointed officers are not members of the Executive Committee and do not regularly attend their meetings but can be asked to attend from time to time. 2. Any elected officer can add an item to the agenda. 3. Appointed officers are limited to adding items to the regular membership meeting agendas only. See GPS Policies and Procedures Manual: Topic 1-Agenda, Executive Committee Meeting Additions

Section 6.23

Cancellation of Executive Committee Meetings

1. Mandatory quarterly Executive Committee meetings may not be cancelled unless national emergency or advisory warnings are offered on local or national news channels. 2. Additional Executive Committee meetings may be cancelled. See GPS Policies and Procedures Manual: Topic 63-Meetings, Automated Phone Calls

Section 6.24

Special Executive Committee Meeting

1. Special Executive Committee meetings are called for the purpose of discussing issues of concern related to the Greater Pocono Section. Page | 41 DRAFT: 1 March 7, 2013

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2. A special Executive Committee meeting cannot be held in July and August unless it is deemed an extreme emergency by the Executive Committee. 3. The request for a special Executive Committee meeting is to be granted without question when the procedure set forth in the GPS Policies and Procedures Manual is followed. 4. The special meeting will occur regardless of officer and general member attendance. 5. The Recording Secretary is responsible to ensure the minutes are taken during all special meetings; making sure to record the attendance of all Executive Committee members. See GPS Policies and Procedures Manual: Topic 63-Meetings, Special Executive Committee

Section 6.25

Cancellation of Special Executive Committee Meeting

1. A special Executive Committee meeting may be cancelled no less than 72 hours before the advertised call date and time of the meeting. See GPS Policies and Procedures Manual: Topic 6-Cancellation, Special Executive Committee Meeting; also GPS Policies and Procedures Manual: Topic 63-Meetings, Automated Phone Calls

Section 6.26 Section 6.27

Committee Meetings

See GPS Bylaws, (Inaugural Edition); Article VII- Committees

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APPENDIX D: REGULAR MEMBERSHIP MEETING AGENDA TEMPLATE


Call to Order and Roll Call of Officers NCNW, Inc. Pledge Moment of Silence Quorum Call/Verification Acceptance of Previous Meeting Minutes: Recording Secretary Presidents Report Committee Reports
Program/Project Committee: First Vice President Membership Committee: Second Vice President Audit/Budget Committee: Treasurer Finance Committee: Financial Secretary Bylaws Committee: Committee Chairperson Other Committee Reports

Member Agenda Items (maximum of three)


Specify agenda item Specify agenda item Specify agenda item

Ongoing/Unfinished Business
Specify agenda item Specify agenda item Specify agenda item

New Business
Specify agenda item Specify agenda item Specify agenda item

Approved Visitor Participation (maximum of two)


Provide visitors name and affiliation Provide visitors name and affiliation

Announcements: Corresponding Secretary Adjournment of Meeting Member participation occurs throughout the meeting

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NCNW, Inc.-Greater Pocono Section Bylaws ARTICLE VII EXECUTIVE COMMITTEE


Section 7.01 Executive Committee Composition 1. The Executive Committee shall have up to nine and no fewer than five elected officers inclusive of the President. At all times there must be an odd number of members. 2. The Executive Committee members are elected and appointed from the general membership. Associate members are not eligible to serve on this committee. Collegiate/youth member participation must be encouraged. 3. The Executive Committee is comprised of elected officers: President, 1st Vice President, 2nd Vice President, 3rd Vice President, Treasurer, Financial Secretary, Corresponding Secretary, Recording Secretary, Members-AtLarge. 4. The Parliamentarian is an appointed officer of the Executive Committee responsible for reporting and working with that body. 5. All officers must provide current phone and/or email contact information to all Greater Pocono Section members. Section 7.02 Executive Committee Ineligibility 1. Any person currently being compensated by NCNW, Inc.-National, NCNW, Inc.-Greater Pocono Section and/or any other entity of the NCNW, Inc. for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid in her capacity as a member or officer. 2. Any relative of any such person as described in #1 of this Section 7.02. Section 7.03 Executive Committee Meetings 1. There are four mandatory quarterly Executive Committee meetings during the fiscal year from October 1 through September 30. These meetings Page | 44 DRAFT: 1 March 7, 2013

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occur in September, January, March and June. The Corresponding Secretary provides email notification of these meetings not later than 14 calendar days before the advertised date. These meetings are open to the general membership where they participate as silent observers. 2. Mandatory quarterly Executive Committee meetings may not be cancelled unless national emergency or advisory warnings are offered on local or national level. 3. The June meeting serves as part of the transition process for officers both elected and appointed at the annual meeting in May. 4. The Executive Committee may schedule additional meetings to meet the needs of the sections business. 5. The Strategic Plan meeting must be held in September as the mandatory quarterly Executive Committee meeting to fully organize the business of the section for the next fiscal year. See GPS Bylaws (Inaugural Edition), Article V-Meetings, Section 5.20: Strategic Plan Meeting 6. The Corresponding Secretary provides electronic notification for all meetings except special meetings no less than 14 calendar days before the advertised date of the meeting. Section 7.04 Executive Committee Telephone and Electronic Meetings 1. Executive Committee members may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. See GPS Policies and Procedures Manual: Topic 63-Meetings, Telephone and Electronic Meetings Section 7.05 Executive Committee Standard of Care

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1. An Executive Committee member shall perform the duties of an officer, including duties as a member of any Committee on which she may serve, in good faith, in a manner such committee member believes to be in the best interest of NCNW, Inc.-National and NCNW, Inc.-Greater Pocono Section. See GPS Policies and Procedures Manual: Topic 96-Officers, Standard of Care Section 7.06 Executive Committee Advocacy for Members See GPS Policies and Procedures Manual: Topic 80-Members, Executive Committee Advocacy for Section 7.07 Executive Committee Voting 1. Each Executive Committee member shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed. 2. All Executive Committee votes are taken by roll call vote to be recorded in the official minutes. Section 7.08 Protection and Indemnity of Executive Committee Members 1. NCNW, Inc-National indemnifies each Executive Committee member against all costs or charges that result from any act done in his role for the NCNW. 2. NCNW, Inc.-National does not protect any Executive Committee member for acts of fraud, dishonesty, or bad faith. 3. No Executive Committee member is liable for the acts of any other Executive Committee member. 4. No Executive Committee member is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the NCNW, Inc.-Greater Pocono Section. 5. The Executive Committee can rely on the accuracy of any statement or report prepared by the Sections auditor. In addition, they are not held Page | 46 DRAFT: 1 March 7, 2013

NCNW, Inc.-Greater Pocono Section Bylaws


liable for any loss or damage as a result of acting on that statement or report. Section 7.09 Executive Committee Public Statements 1. Executive Committee members are not authorized to speak on behalf of the Executive Committee as a whole, other Executive Committee members and Section members. There is a mandatory disclaimer for any private publication or public statement. 2. Such disclaimer must indicate that the views and statements expressed are those solely of the individual and do not represent the views of the Greater Pocono Section Executive Committee, other Executive Committee members, Section members or NCNW, Inc.-National. Section 7.10 Powers 1. The Executive Committee is responsible for overall direction of the local Section and delegates responsibility for day-to-day operations. In addition, at all times they are responsible to include the membership in the decision making process. 2. The Executive Committee must regularly conduct business in a preventive manner to ensure the Greater Pocono Section is not in danger of losing their NCNW, Inc. national charter. 3. The Executive Committee is responsible to oversee the renewal of all certificates and licenses required for the Section to conduct business in the Commonwealth of Pennsylvania. 4. The Executive Committee may at any time recommend changes that meet the needs of the Section. The general membership must accept each change by a majority vote. 5. The Executive Committee may at any time designate any elected or appointed officer to assist with duties. Page | 47 DRAFT: 1 March 7, 2013

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6. On rare occasions to be determined by the Executive Committee, they can choose to select a general member to assist in performing other than confidential tasks. Section 7.11 Benevolence Outreach 1. The Section must maintain and execute a benevolence outreach program for its members. See GPS Policies and Procedures Manual: Topic 76-Member Benefits, Benevolence Outreach Section 7.12 Preservation of Safety and Order 1. The NCNW, Inc.-Greater Pocono Section has the right to decide who may be present during its regular and executive sessions providing such persons are not members. At such time, the Executive Committee must vote by roll call to authorize the ejection of these individuals to then be carried out by authorized law enforcement officials. 2. Members who act in a manner that could potentially result in harm to oneself, meeting attendees, the physical location, etc. would be subject first to an immediate verbal warning and then to ejection as described in #1 of this Section 7.12. Section 7.13 Executive Committee Member Rights 1. As per the Commonwealth of Pennsylvania, Office of the Attorney General, Nonprofit Corporation Law of 1988, as amended, 15 Pa. C.S.A. 5101 6162 the following is true a. Executive Committee members have the right to receive all information that is necessary and relevant to assist them in performing their duties; b. Executive Committee members have the right to call special meetings by submitting written requests and once requested, a Page | 48 DRAFT: 1 March 7, 2013

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meeting must be held within the 60 days following the organizations receipt of the written request;. c. Executive Committee members may bring court actions to contest activities that affect their rights and duties; d. Executive Committee members have the right to disagree with actions taken at meetings and may ask to have their disagreement noted in the minutes of the meeting at which the action was taken; i. Otherwise, they may submit a written dissent to the secretary of the corporation immediately following the meeting; ii. However, Executive Committee members may not dissent if they voted in favor of the action that was taken; iii. It is important to note that Executive Committee members who fail to note their dissent either in writing or in the minutes will be assumed to have assented to the committees action. Section 7.14 Executive Committee Inspection Rights 1. Every Executive Committee member shall have the right to inspect and copy all books, records, and documents, and to inspect the physical properties of the NCNW, Inc.-Greater Pocono Section. 2. Every Executive Committee member shall have the right to inspect and copy all correspondence, manuals, etc. from the NCNW, Inc.-National. 3. Section records must be kept electronically as much as possible to avoid undue reproduction costs for such inspection of records. It is expected that all Section records are to be in the possession of the Secretary. 4. The NCNW, Inc.-Greater Pocono Sections location of record will serve as the meeting place for such records inspection. See GPS Policies and Procedures Manual: Topic 54-Inspection Rights, Executive Committee Page | 49 DRAFT: 1 March 7, 2013

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Section 7.15 Executive Committee Ancillary Duties 1. Each year, all officers are required to complete Conflict of Interest documentation no later than the second Saturday in September. Failure to do so will result in immediate dismissal from the Executive Committee. 2. All Committee Chairs must be prepared with completed and finalized budgets, plans, etc. at the Strategic Plan meeting. See Policies and Procedures Manual: Topic 57-IRS Form 990 Policy, Conflict of Interest; also GPS Bylaws (Inaugural Edition); Appendix E: Conflict of Interest Disclosure Statement Section 7.16 Officers Fees and Compensation 1. Officers shall not receive any compensation from the NCNW, Inc.-Greater Pocono Section for services rendered to the organization, except that they may be reimbursed for expenses incurred in the performance of their duties to the organization, in reasonable amounts based on policies set forth in GPS Bylaws (Inaugural Edition), Article XI-Fiscal Management. Section 7.17 Election, Designation and Term of Office 1. A full term shall consist of two years and for the purposes of this Section, begin and end on the even years (i.e. 2012-2014). 2. All officers shall serve a maximum of two consecutive terms, but then may not serve a third, after which this timing begins anew. Each term is measured as the duration of two consecutive fiscal years. The exception to the above is: Should there be no candidate to replace an elected or appointed officer whose term limits has been reached. 3. The exception is when completing the term of an officer who has vacated her position for any reason. In this instance, the two consecutive terms begin upon her election/appointment to the first full term.

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4. A biannual election of Executive Committee members shall be held by secret ballot as provided in GPS Bylaws (Inaugural Edition), Article IXElections, Section 9.13: Election Ballots ELECTED OFFICERS 1. Election of officers shall occur at the annual meeting held on the second Saturday in May of each year. Officers elected at the annual meeting officially take office on September 1 of the same year. 2. Officers elected at the annual meeting in May must attend the mandatory June quarterly Executive Committee meeting as a transition measure. APPOINTED OFFICERS 3. Officers will be appointed by the President at the annual meeting held on the second Saturday in May of each year. Officers appointed at the annual meeting officially take office on September 1 of the same year. 4. Appointed officers already in place will hold office until their full term is completed. 5. Officers appointed at the annual meeting in May must attend the mandatory June quarterly Executive Committee meeting as a transition measure. 6. The Parliamentarian is exempt from term limits and can be appointed to serve additional terms. Section 7.18 At-Large Executive Committee Members 1. These members may not be chosen from seated Executive Committee members but are elected from candidates within the general membership by a majority vote. 2. The number of members-at-large must be proportional to the general membership eligible to vote. For every 25 members, there is one at-large Page | 51 DRAFT: 1 March 7, 2013

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member elected to the Executive Committee. There must always be at least one member at-large for the section. 3. Member-at-Large Executive Committee officers are elected and appear on the ballot for the annual meeting held on the second Saturday in May. 4. Replacement of Members-at-Large is as per GPS Bylaws (Inaugural Edition), Article VII-Executive Committee, Section 6.35: Vacancies and Section 6.36 : Replacement Vacancies Section 7.19 Executive Committee Appointed Officers 1. All appointed officers are commissioned by the President. 2. Appointed officers may serve in no more than two posts concurrently and must accept the job description for each office. Section 7.20 Performance Criteria for Officers 1. All officers are expected to perform their duties at all times. ELECTED OFFICERS 2. Annually, each elected officer will participate in a workshop that highlights their contribution based on outlined job descriptions. A SWOT analysis of each officers functions will be executed and reviewed APPOINTED OFFICERS 3. Annually, each appointed officer will participate in executing a written performance self-evaluation using the same document the elected officers prepare. Section 7.21 Attendance Criteria for Officers 1. All officers are expected to communicate with the entire Executive Committee in advance of all mandatory quarterly Executive Committee meetings. Page | 52 DRAFT: 1 March 7, 2013

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2. Any Executive Committee member who is absent in part or whole from two consecutive mandatory quarterly Executive Committee meetings shall be deemed to have resigned due to non-participation, and her position shall be declared vacant unless the voting members by majority vote to retain that person as a member of the Executive Committee OR 3. Any Executive Committee member who is absent in part or whole from three consecutive regular membership meetings shall be deemed to have resigned due to non-participation and her position shall be declared vacant unless the voting members by majority vote to retain that person as a member of the Executive Committee. Section 7.22 Executive Committee Recordkeeping 1. Written records of breach of performance must be detailed with dates and times of the infraction that specifically refer to the dereliction of duty situation(s) as set forth in Job Description Handbook. 2. All written records of all officer breaches of performance must be immediately prepared by the First Vice President at the time the dereliction of duty situation(s) are met as set forth in GPS Bylaws (Inaugural Edition), Article V-Duties of Officers. These records must remain a permanent part of the sections records. Section 7.23 Executive Committee Quorum 1. All Executive Committee members must be elected officers. 2. Five of the maximum nine member Executive Committee constitutes a quorum for Executive Committee meetings. 3. Three of the maximum nine member Executive Committee constitutes a quorum for regular membership meetings. 4. Special meetings called by the general membership do not require an Executive Committee or voting member quorum. Page | 53 DRAFT: 1 March 7, 2013

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5. Special meetings called by the Executive Committee or the President require a quorum of three of the maximum nine member Executive Committee. Section 7.24 Executive Committee Meeting Standards 1. All dialogue must be directed to the President or her Executive Committee designee. 2. Executive Committee members must be recognized by the President or her Executive Committee designee before each instance of participation. 3. An agenda must be used at all times. 4. When time is called on an agenda item, it must either be resolved immediately or a motion made to handle it in an alternate method. 5. The Parliamentarian consults with the Presiding Officer to resolve parliamentary issues. The Parliamentarians decision is final and must be supported by specific procedures in the current Roberts Rules of Order. Section 7.25 Executive Committee Action With a Meeting 1. An Executive Committee meeting at which a quorum is initially present may not continue to transact business should the withdrawal of Executive Committee members cause there to no longer be a quorum. At that point, the meeting must be adjourned for the day. Section 7.26 Executive Committee Action Without a Meeting 1. The Executive Committee may take any legally required action without a meeting, if all Executive Committee members individually consent in writing to each of the specific action(s). An email response stating yes or no with the officers name serves as consent in writing for this purpose.

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2. The Executive Secretary is responsible to notify each Executive Committee member of each legally required action for which written consent is needed. Such notification must occur to all members at the same time. 3. Such written, verbal or emailed consents shall be filed with the minutes of the proceedings of the Executive Committee. 4. Such action by written, verbal or emailed consents shall have the same force and effect as the unanimous vote of the Executive Committee. 5. Should there be any Executive Committee members who do not consent in writing or do not respond, they will be recorded as no votes for each of the specific action(s). Section 7.27 Adjourned Meeting and Notice 1. If there is a quorum, a majority of the Executive Committee members are present the meeting must occur. 2. If there is no quorum at an Executive Committee meeting, the meeting must be adjourned and immediately rescheduled. Section 7.28 Master Calendar 1. Each year by October 1, the completed Master Calendar of all dates from October 1 through September 30 must be ready for distribution to all members of the Greater Pocono Section. The Calendar must include the dates, time and duration of all: a. regular membership meetings b. mandatory quarterly Executive Committee meetings c. committee meetings d. start and end dates to apply for consideration as an approved section convention delegate e. work sessions Page | 55 DRAFT: 1 March 7, 2013

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f. planning sessions g. training sessions h. workshops i. section sponsored events (projected dates) j. alternate/rain dates 2. Each date added after October 1 may be vetoed by any one Executive Committee member. A two-thirds vote of the Executive Committee and voting members is needed to override the veto and include each additional date on the Master Calendar. Section 7.29 Resignation of Officers 1. Officers may resign at any time by providing written notice to all members of the Executive Committee. 2. Officer resignation letters will be read to the general membership as set forth in GPS Bylaws (Inaugural Edition), Article III-Members, Section 3.16: Resignation of Members. 3. Officers that have become derelict in their duties are considered to have resigned. See GPS Bylaws (Inaugural Edition), Article IV-Officers; Policies and Procedures Manual: Topic-91: Officers, Dereliction of Duty. Section 7.30 Leave of Absence for Officers 1. Any officer may apply in writing to the remaining Executive Committee members for a leave of absence not to exceed 90 calendar days. Such application must include a start and expected date of return. The leave must be immediately granted without question. See GPS Policies and Procedures Manual: Topic 93-Officers, Leave of Absence for Page | 56 DRAFT: 1 March 7, 2013

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2. No officer may apply for or be granted more than one leave of absence request with or without extension within the fiscal year of October 1 through September 30. Section 7.31 Suspension of Officers 1. Any officer can be suspended as set forth in GPS Bylaws (Inaugural Edition), Article V-Duties of Officers, Dereliction of Duty for each position. See GPS Policies and Procedures Manual: Topic 97-Officers, Suspension of 2. Upon her return to duty, the officer is to specifically address the areas of weakness cited in the annual review and evaluation. Section 7.32 Removal of Officers 1. Any officer shall be removed by majority roll call vote of the remaining elected officers for failure to act in the best interests of the National Council of Negro Women, Inc.-Greater Pocono section, or lack of compliance with the stated purpose of the organization. 2. Regardless of removal or non-removal, all members must be notified of the exact reason(s) removal was considered also including an announcement of the Executive Committee roll call vote relative to the removal. 3. If the roll call vote results in the removal of the aggrieved party, she may file a written appeal. See GPS Policies and Procedures Manual: Topic 94-Officers, Removal of Section 7.33 Appeals Process for Removal of Officers 1. If the roll call vote of the Executive Committee results in the removal of the aggrieved party, she may file a written appeal within 30 calendar days of the decision to the Executive Committee. See GPS Policies and Procedures Manual: Topic 90-Officers, Appeals Process for Removal of Page | 57 DRAFT: 1 March 7, 2013

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Section 7.34 Organizational Succession 1. At no time are vacancies filled by the ascension of Executive Committee members. See GPS Bylaws (Inaugural Edition), Article IX-Elections, Section 9.02: Special Elections, also GPS Policies and Procedures Manual: Topic 32-Election, Special Elections Section 7.35 Vacancies 1. Other than the annual meeting in May, special elections must be held at the next meeting following the recognized vacancy. See GPS Policies and Procedures Manual: Topic 99-Officers, Vacancies 2. All voting members are eligible to vote as set forth in GPS Bylaws (Inaugural Edition), Article III-Members, Sections 3.02: Dues and Fees and Article IXElections, Section 9.06: Voting Eligibility. Section 7.36 Replacement Vacancies for Officers See GPS Policies and Procedures Manual: Topic 101-Officers, VacanciesReplacement Section 7.37 National Convention Section Delegates 1. The delegates chosen will represent a cross-section of the membership as follows: one officer, one general member who is not an officer and one college or youth member. See GPS Policies and Procedures Manual: Topic 87-NCNW National, Convention Delegate Selection Section 7.38 National Convention Stipend

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See GPS Bylaws (Inaugural Edition); Article X-Fiscal Management, Section 10.39: National Convention Stipend; also GPS Policies and Procedures Manual: Topic 88NCNW National, Convention Stipend Allocation

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ARTICLE VIII COMMITTEES Section 8.01


Committee Development

1. The Executive Committee reserves the right to create and disband committees as meets the Sections needs.

Section 8.02

Committee Composition

1. There will be at least one member other than the Chairperson for any committee. The Nominating Committee is the exception to these rules. See GPS Bylaws (Inaugural Edition); Article IX-Elections, Section 9.09: Nominating Committee 2. These members a. must be current in both their national and local dues b. reflect a cross-section of the general membership to first include i. youth/junior/collegiate representation ages 14-18; ii. then non-officers and; iii. finally members who already serve in another capacity within the Section c. must include non-Executive Committee members 3. Vacancies in any Committee are filled by the Committee advertising for volunteers from the general membership then by the Committee Chair in consultation with the Executive Committee. Notice of new Committee members is provided to the President and the Executive Committee as a courtesy.

Section 8.03
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1. The participation of young people ages 14-18 is to be regularly sought and encouraged. 2. Youth members under the age of 18 function in the Section with one restriction as they are legally underage and will not exercise voting privileges. 3. Youth members age 18 or older function as full members. 4. Students enrolled in an accredited college/university between the ages of 18 and 22 will be considered collegiate members. See current NCNW, Inc.-National Bylaws

Section 8.04

Term of Office

1. The Committee Chair is subject to term limits. Each term is measured as the duration of a fiscal year. She shall serve a maximum of two consecutive terms. The exclusion is when she is completing the term of the previous Chair who has vacated her position for any reason. In this instance, the two consecutive terms begin upon her selection to the first full term. 2. Committee members are not subject to term limits.

Section 8.05

Committee Member Selection Criteria

See GPS Policies and Procedures Manual: Topic 11-Committees, Member Selection Criteria

Section 8.06

Training

See GPS Policies and Procedures Manual: Topic 15-Committees, Training

Section 8.07
1. Standing

Types of Committees

2. Special/Ad Hoc Page | 61 DRAFT: 1 March 7, 2013

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3. Executive 4. Advisory

Section 8.08

Committee Electronic Mail

See GPS Policies and Procedures Manual: Topic 9-Committees, Electronic Mail

Section 8.09

Resignation from Committees

1. It is the responsibility of the Executive Committee to inform the affected Committee and its members of resignations. See GPS Policies and Procedures Manual: Topic 14-Committees, Resignation from

Section 8.10

Committee Recordkeeping

1. All committees are responsible to manage and maintain a recordkeeping system. 2. The Executive Committee is responsible to determine and provide the backup system used to store Committee documents as part of the Sections records retention. 3. All Committee records and Section issued materials remain the property of the Greater Pocono Section. See GPS Policies and Procedures Manual: Topic 13-Committees, Recordkeeping

Section 8.11

Committee Expectations

See GPS Policies and Procedures Manual: Topic 12-Committees, Participant Expectations

Section 8.12

Meetings by Telecommunication

1. Committees reserve the right to hold meetings via telecommunication as they deem necessary. Page | 62 DRAFT: 1 March 7, 2013

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See GPS Policies and Procedures Manual: Telecommunication for Members/Associates Topic 64-Meetings, By

Section 8.13

Meeting Schedules

1. All mandatory meetings must appear on the Master Calendar due September 1 of each year. 2. Committees reserve the right to schedule additional meetings to meet the Sections needs.

Section 8.14

Risk Management

1. Committees must exercise due diligence in reporting issues and concerns to the Committee Chair for resolution. 2. Issues that remain unresolved must be reported to the Executive Committee for resolution.

Section 8.15

Committee Expenditures

1. Committees only have the ability to spend funds if they have been awarded a budget. See GPS Policies and Procedures Manual: Topic 10-Committees, Expenditures

Section 8.16

Committee Budget

1. Each Chair of a committee that anticipates any income or expenses during the year will submit a proposed budget to the Section Treasurer at least one month before the beginning of each fiscal year so that the Treasurer may integrate these needs with the club's cash flow.

Section 8.17

Committee Finances

1. Petty cash must not be kept by Committees at any time.

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2. All incoming funds must be processed through the Financial Secretary via a numbered receipt as proof of the transfer of funds to the Section. 3. All expenditures/payments must be requested using the process formatted by the Finance Committee. Denials must be returned to the Committee with a written explanation. 4. Committees receive a monthly update of funds credited, debited and available in their budget/account. 5. Separate Committee bank accounts must be requested in writing to the Treasurer. Denials must be returned to the Committee with a written explanation.

Section 8.18

Executive Committee

See GPS Bylaws, (Inaugural Edition); Article V-Executive Committee

Section 8.19

Standing Committee - Audit/Budget

1. The role of this committee is to track and audit all financial records. 2. Chairperson is selected by the members of the Committee. 3. The President does not serve on and is not an ex-officio member of this Committee. 4. The Treasurer and or Financial Secretary are standing members of the Audit/Budget Committee. 5. No one may be a member of the Budget Committee who is recommended in the budget to receive funding for services provided 6. Members of this Committee must work toward the following a. Understanding financial statements; b. Understanding financial risks; Page | 64 DRAFT: 1 March 7, 2013

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c. Understanding the impact of business decisions on the financial statements; d. Identifying balance sheet risks; e. Understanding internal and external audit functions. 7. If no member of the Committee has this type of expertise evidenced by an ability and willingness to train others; it is the responsibility of the Executive Committee to provide avenues for training of all Committee members and retain an outside consultant to fill this void. 8. Provide a snapshot oral presentation of the monthly written report to the general membership. 9. Functions to facilitate and participate in the yearly audit process. 10.Prepares and presents an annual draft budget to the general membership based upon the: a. budget requests and income projections from standing Committees and other Section entities; b. prioritization of expenses; c. income and expenses narratives that explain the purpose of each budget line item 11.Audit Participation a. The duty of this committee shall be to examine at least once during each calendar year and within 12 months of the last examination the affairs of the Section or cause suitable examinations to be made by auditors responsible to the Executive Committee and to report the result of such examination in writing to the general membership at the next regular meeting; b. Develop plans to address the auditors recommendations; Page | 65 DRAFT: 1 March 7, 2013

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c. Support the audit process by meeting the auditors requests beforehand to streamline the process; d. Interpret the audit for the rest of the Executive Committee; e. Recommend the hiring, retention, or firing of potential or current auditors. f. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the Executive Committee and the general membership such changes in the manner of conducting the affairs of the Section as shall be deemed advisable.

Section 8.20

Standing Committee Bylaws

1. The role of this committee is to formulate, regularly review and update the Sections bylaws. 2. Chairperson is selected by the members of the Committee. 3. The President does not serve on and is not an ex-officio member of this Committee. 4. Rewrites the bylaws as the Sections needs change 5. Responsible to review bylaws on a yearly basis to ensure conformance with changes that occur on a national level and communicate changes to the general membership.

Section 8.21

Standing Committee Finance

1. The role of this committee is to monitor the finances of the organization and manage the Executive Committees commitment to their fiduciary responsibilities. 2. This Committee gives the Executive Committee control over the finances of the Section and helps them fulfill their fiduciary responsibilities. Page | 66 DRAFT: 1 March 7, 2013

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3. Chairperson is the Treasurer of the Finance Committee. 4. The President may serve on this Committee but is an ex-officio non-voting member. 5. The Financial Secretary is a standing member of the Finance Committee. 6. Provide a snapshot oral presentation of the monthly written report to the general membership. 7. Responsible to a. simplify information into an easily understandable format; b. oversee the financial dealings of the Section; c. participate in the annual audit; d. evaluate the organization's fiscal operation, and those in charge of it; e. ensure that the financial elements of the Section are in accord with its vision, mission, strategic plan and all applicable laws; f. report to the Executive Committee and general membership about the financial condition of the organization, and/or any financial irregularities; g. support the Treasurer to carry out the duties and responsibilities of her position h. establish a format for Requests for Payment and Requests for Reimbursement; i. standardize the naming of budget lines for use in the annual budget process; j. establish a format for standing Committees and other Section entities to submit annual budget requests; k. provide income projections for the annual budget; Page | 67 DRAFT: 1 March 7, 2013

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l. recommend to the Audit/Budget Committee a practical reserve target for the fiscal year and explain its rationale; m. compile all annual budget requests, income projections and income and expense narratives from standing Committees and other Section entities, combine them into an initial draft budget and submit it to the Audit/Budget Committee n. collect funds owed to the Section o. monitor debt and debt payback p. flag potential problems q. act as a resource to help correct fiscal problems r. ensure that financial reporting requirements are fulfilled s. catch any illegal, unethical, or incompetent financial dealings i. report such occurrences to the Executive Committee and the general membership ii. cause the reporting of same to appropriate law enforcement officials such as the state Attorney General, Justice Department, etc. for official charges to be proffered on those alleged to have committed the offense(s). t. act as an advisory panel to the financial operation

Section 8.22

Standing Committee Membership

1. The role of this committee is to maintain Section membership. 2. Chairperson is the Sections Second Vice President. 3. The President may serve on this Committee but is an ex-officio non-voting member. Page | 68 DRAFT: 1 March 7, 2013

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4. Responsible for all tasks related to membership. 5. Responsible for seeking national affiliate members 6. Provide a snapshot oral presentation of the monthly written report to the general membership. See GPS Policies and Procedures Manual: Topic 85-Members, Roster Access

Section 8.23

Standing Committee Program

1. The role of this committee is to determine the purpose of, organize and execute Section events a. To raise funds b. To attract new members and volunteers c. To educate the public about the Section and its work 2. Chairperson is the Sections First Vice President. 3. The President may serve on this Committee but is an ex-officio non-voting member. 4. Responsible to structure, manage and cause to occur at least one main event in any two quarters of the fiscal year. 5. Provide a snapshot oral presentation of the monthly written report to the general membership. 6. Organize and manage the planning and execution of major Section events to include a comprehensive timeline incorporating deadlines. 7. All events must include planning in each of these areas: a. Marketing b. Volunteers Page | 69 DRAFT: 1 March 7, 2013

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c. Decorating d. Food e. Theme/Focus f. Funding g. Community involvement h. Soliciting new members 8. Appoint/elect an Event Chair for all major organization events.

Section 8.24

NCNW Initiative Committees

1. These committees are in place to support NCNW thrusts a. Dorothy I. Height Leadership Committee b. Bethune Program Development Committee c. Research, Public Policy and Information Committee d. International Development Committee e. Economic Entrepreneurial Development Committee See GPS Policies and Procedures Manual: Topic 89-NCNW National, Initiative Committees

Section 8.25

Election Committees

See GPS Bylaws (Inaugural Edition); Article IX-Elections, Section 9.09: Nominating Committee; Section 9.10: Nominating Committee Schedule; Section 9.17: Tellers Committee

Section 8.26

Ad Hoc Committees

1. The Executive Committee may establish ad- hoc Committees at any time which are disbanded upon the completion of their special purpose. Page | 70 DRAFT: 1 March 7, 2013

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2. Chairperson is selected by the members of the Committee. 3. The President may serve on these Committees but is an ex-officio nonvoting member. 4. Provide a snapshot oral presentation of the monthly written report to the general membership.

Section 8.27

Committee Reports

1. Each Committee is required to submit a written report at each general membership meeting. A copy of the report is immediately given to the Executive Secretary or the Executive Committee. 2. Committees are responsible to present snapshot oral presentation of the monthly report to the general membership.

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NCNW, Inc.-Greater Pocono Section Bylaws ARTICLE IX ELECTIONS Section 9.01


Annual Election

1. Election of officers is held at the annual membership meeting on the second Saturday in May. This meeting must continue to its conclusion which may require more than the usual two-hour time limit. 2. The candidate receiving the highest number of eligible votes cast is declared the winner. 3. Should counting the ballots be anticipated to take more than 20 minutes, the presiding officer must call for a recess equal to the time needed instead of an adjournment of the meeting. 4. Announce the Section convention delegates confirmed by the Executive Committee. 5. Announce the Section convention delegates waiting list names confirmed by the Executive Committee. 6. Appointed officers are announced after the election results at the annual meeting in May. 7. Any proposed changes in local dues must be voted upon by the general membership only at the annual meeting. 8. Two-thirds majority of eligible votes cast is the exception used for these purposes: a. dissolution; b. amendments to bylaws; c. revision of bylaws; d. rescission of election

Section 9.02
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1. As part of the annual meeting, the Executive Committee will formally announce the names of the Section delegates that will represent the Greater Pocono Section at the bi-annual NCNW National Convention. 2. In addition, the names on the waiting list (if any) will be presented in numerical order of selection. See GPS Policies and Procedures Manual: Topic 87-NCNW National, Convention Delegate Selection

Section 9.03

Special Election

1. A special election is immediately called to fill any elected officer vacancy within the Executive Committee. This can be done as part of a general membership meeting or as a separate meeting specifically called for this purpose. 2. The special election must be carried out using the secret ballot process as set forth in GPS Bylaws (Inaugural Edition), Article IX-Elections, Section 9.13: Election Ballots. See GPS Policies and Procedures Manual: Topic 28-Election, Special Election

Section 9.04

Election Budget

1. Funds for this endeavor are a line item or category in each fiscal years budget. 2. Should the annual election not take place on the second Saturday in May, all expenses for the rescheduled election must be taken from the election budget.

Section 9.05

Election Quorum

1. A quorum must be present throughout the entire election meeting. 2. The Second Vice President must ensure a quorum is maintained throughout the annual meeting. Page | 73 DRAFT: 1 March 7, 2013

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3. If members leave during the meeting so that a quorum is not present, those offices not yet elected must be put off until the next general meeting or special meeting called for that purpose. 4. The date and time of the rescheduled election must be announced during the present election meeting.

Section 9.06

Candidate Eligibility

1. Candidates for all offices must be current in their local and national dues. 2. There are no attendance criteria for persons seeking an elected or appointed office.

Section 9.07

Voting Eligibility

1. Members who are current in their national and local dues remain eligible to vote. 2. Each voting member has one full vote irrespective of other positions they may hold within the organization. 3. Associate members (males) are never eligible to vote.

Section 9.08

Notification of Election

1. The Membership Committee must notify all members of their voting status no later than April 1. 2. The Corresponding Secretary contacts all members to advise them of the upcoming annual election by each of the following dates: February 1, March 1, April 1 and May 1. 3. The deadline to be eligible to vote in the annual election is ones membership status as of the general membership meeting on the second Saturday in April.

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4. For special elections, the Corresponding Secretary contacts all members to advise them of the upcoming special election no less than 14 calendar days before the advertised date of that election.

Section 9.09

Pre-Election Process

1. The Corresponding Secretary provides all members with an electronic copy of the job descriptions for all elected and appointed offices by the second Saturday in December of each year. 2. A copy of all officers job descriptions must be available at each general membership meeting for on-site review only.

Section 9.10

Nominating Committee

1. The Nominating Committee is not less than three but no more than five voting members of the general membership inclusive of the Committee Chairperson. 2. The President is not a member of and does not select the members of the Nominating Committee. 3. The Nominating Committee is formed on a volunteer basis from amongst the voting members of the general membership. Should there be more than five persons interested; a secret ballot election must be held to determine the members of the committee. 4. If a vote is needed it is to be held by secret ballot at a monthly general membership meeting no later than the second Saturday in January. 5. Candidates for office may serve on the Nominating Committee. 6. Associate members (males) cannot serve as members of the Nominating Committee but can be a part of the Tellers Committee.

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7. There must be at least one candidate for each elected office on the annual election ballot. If there is only one candidate, the ballot vote must still be cast. 8. The Nominating Committee must construct and reproduce the ballots to be used for the annual election making sure a supply of extra ballots is available. 9. The Nominating Committee must contact each candidate they have selected to verify her willingness to serve if elected. 10. Should there be no nominee for an office; eligible voting members will be allowed to volunteer for same after the election results are announced. The act of volunteering serves as consent to fulfilling the job description of the office. 11. The Nominating Committee must also prepare the ballot for the ratification of the convention delegates and those on the waiting list. 12. The Nominating Committee must prepare the agenda for the annual meeting and forward it to the Executive Committee. The agenda must also be received by the Membership Committee Chair for distribution to all members. See GPS Policies and Procedures Manual: Topic 29-Election, Nominating Committee

Section 9.11

Nominating Committee Schedule

1. Persons interested in serving on the Nominating Committee must apply in writing to the Executive Committee in November before the annual May election is to be held. 2. The Executive Committee must announce the Nominating Committee members no later than the second Saturday in January.

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3. The Nominating Committee functions from its inception in January through the five calendar days after the annual election is held at which point it is automatically considered to be disbanded. Should the election be held by mail-in voting, the Committee will disband five calendar days after the postmark date for the return of ballots. 4. The Nominating Committee must announce the entire slate of candidates at the general membership meeting on the second Saturday in April. 5. The Corresponding Secretary will provide notification to the candidates no later than 5 calendar days after the general membership meeting. This action will inform candidates who may have been absent from the April general meeting.

Section 9.12

Additional Nominations

1. Nominations from all members will be accepted from the floor during all annual and special elections. This type of nomination must be closed with a motion that requires two-thirds majority vote of those eligible and actually casting votes. 2. Each person nominated from the floor must be present in person to accept or decline the nomination. 3. There will not be any write-in candidates allowed. See GPS Policies and Procedures Manual: Topic 22-Election, Additional Nominations

Section 9.13

Elections Process

1. Verify names of voting members with the Membership Committee Chair by the second Saturday in April. The list must be available at this meeting for on-site review by members. 2. Should a candidate win more than one post, she must choose the post she will accept after all ballots are recorded in the Tellers Sheet and Page | 77 DRAFT: 1 March 7, 2013

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announced to the membership. The candidate receiving the next highest number of eligible votes cast for that office would then be the winner. 3. In the event of a tie, ballots must be cast again for the office.

Section 9.14

Election Ballots

1. All elections must be held using secret ballots. See GPS Policies and Procedures Manual: Topic 25-Election, Ballots

Section 9.15

Revocation of Ballots

1. A member who has cast a ballot desires to change her vote, the member may do so provided she notifies the Presiding Officer immediately prior to the close of the voting period and casts a new ballot within the balloting period.

Section 9.16

Voting Period

1. The voting period for on-site annual meeting elections ends when the ballots are collected.

Section 9.17

Certification of Election

See GPS Policies and Procedures Manual: Topic 26-Election, Certification of

Section 9.18

Tellers Committee

1. A Tellers Committee consists of three voting members to count and record the vote during any meeting involving a secret ballot vote. See GPS Policies and Procedures Manual: Topic 33-Election, Tellers Committee 2. The Tellers Committee must prepare and publicize the Tellers Sheet. See GPS Bylaws (Inaugural Edition), Appendix E: Tellers Sheet

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3. A Tellers Report is the actual reading of the count for each vote. A Tellers Sheet is the written official record of the complete information for each vote. 4. The ballots are retained for the duration of the entire term of the elected officers. Upon the installation of the next terms officers, the past term s ballots may be destroyed by electric shredder. These documents are not considered to be sensitive material. (Example: 2014 annual election ballots are destroyed when the 2016 officers are installed.)

Section 9.19

Election by Other Types of Voting

1. There will be no voting by any means other than those specified in these bylaws.

Section 9.20

Rescinding an Election

See GPS Policies and Procedures Manual: Topic 30-Election, Rescinding an

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APPENDIX D: ANNUAL MEETING AGENDA TEMPLATE


Call to Order and Roll Call of Officers NCNW, Inc. Pledge Moment of Silence Quorum Call/Verification: Membership Committee Formation of Tellers Committee: Presiding Officer

OFFICERS
Presentation of Candidates for Elected Office: Nominating Committee Nominations from the Floor: Presiding Officer Voting Instructions: Nominating Committee Ballot Distribution: Tellers Committee Ballot Adjustment Instructions: Tellers Committee Ballot Collection: Tellers Committee Ballot Count: Tellers Committee

If the ballot count is to exceed 20 minutes, a recess not an adjournment must be called by the Presiding Officer.
Pre-Election Certification: Presiding Officer Reading of Tellers Sheet: Tellers Committee Announcement of Election Results: Presiding Officer Volunteers for Vacant Offices: Presiding Officer Announcement of Appointed Officers: Executive Committee Designee

CONVENTION DELEGATES
Presentation of Candidates for Convention Delegate: Nominating Committee Voting Instructions: Nominating Committee Ballot Distribution: Tellers Committee Ballot Adjustment Instructions: Tellers; Committee Ballot Collection: Tellers; Committee Ballot Count: Tellers Committee Announcement of Convention Section Delegates: Executive Committee Designee Announcement of Delegate Waiting List: Executive Committee Designee

REPORTS
Submission of All Reports to Executive Committee: Presiding Officer Announcements: Corresponding Secretary Adjournment of Meeting

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ARTICLE X FISCAL MANAGEMENT Section 10.01 Preamble


1. The Executive Committee may not waive any policies, procedures and practices relative to fiscal management. 2. The Section must have a system in place that allows individuals to report financial misconduct, without consequence for doing so. See GPS Policies and Procedures Manual: Topic 61-IRS Form 990 Policy, Whistleblower

Section 10.02

Seal of the Section

1. The Executive Committee may adopt a seal as the official mark of the NCNW, Inc.-Greater Pocono Section. 2. The Secretary has control and custody of the seal, unless the Executive Committee decides otherwise. 3. The Seal of the Section can only be used by Officers authorized by the Executive Committee. The Executive Committee must pass a motion to name the authorized Officers.

Section 10.03

Financial Obligation

1. No member is authorized to incur any financial obligation without the approval of the Executive Committee.

Section 10.04

Office Space Agreement

See GPS Policies and Procedures Manual: Topic 19-Contracts, Office Space Agreement

Section 10.05
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See GPS Policies and Procedures Manual: Topic 21-Contracts, Website/Electronic Mail Agreement

Section 10.06

Mail Box Agreement

See GPS Policies and Procedures Manual: Topic 18-Contracts, Mail Box Agreement

Section 10.07

State Sales Tax Exemption

1. The Section must apply for and maintain Pennsylvania Sales Tax Exemption as a means to responsibly use its funds. See GPS Policies and Procedures Manual: Topic 50-Finances, State Sales Tax Exemption

Section 10.08

Audit

1. The financial records of the Section shall be audited annually and the results reported to the membership 2. The Executive Committee shall select as auditor a qualified person who is not a Section member. The auditor should be familiar with [501 C 3] reporting procedures prior to this contract. 3. After an audit is completed, the auditor must meet with the Audit Committee to approve the financial report. 4. The auditor must present the findings to the Executive Committee and the general membership. 5. The auditor must not be used for services that jeopardize objectivity such as bookkeeping, check writing, statement reconciliation, etc.

Section 10.09

Real Property

1. All acquisitions of property by community-based sections, through gift or purchase, and the leasing, mortgage or sale of said property must have the approval and consent of the Executive Committee. Page | 82 DRAFT: 1 March 7, 2013

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2. All such applications for purchase of property must be in writing and must contain a description of property, proposed uses of said property, proposed financing or the purchase, a financial statement of the Section, and a copy of the minutes of the Section meeting at which the purchase was authorized. See current NCNW, Inc.-National Bylaws; Article XVII-Real Property

Section 10.10

Contributions

1. All contributions received by Section members for the Section must be directed to the Treasurer. 2. Contributions must be managed according to the statutes allowable for IRS Section [501 C 3] organizations. See GPS Policies and Procedures Manual: Topic 41-Finances, Contributions Processing; Topic 42-Finances, Contributor Recognition

Section 10.11

Fundraising

1. Pennsylvania regulates solicitations of charitable contributions. In Pennsylvania, charitable organizations and professional fundraisers are regulated by the Solicitation of Funds for Charitable Purposes Act, Act of December 19, 1990, P.L. 1200, as amended, 10 P.S. 162.1 - 162.23 (Charities Act), and the Unfair Trade Practices and Consumer Protection Law, Act of December 17, 1968, P.L. 1224, as amended, 73 P.S. 201-1 201-9.3 (Consumer Protection Law). 2. In this accord, the Section and any professional fundraiser it may use must maintain registration with the Bureau of Charitable Organizations through the Department of State and the Charitable Trusts Section through the Office of the Attorney General. See GPS Policies and Procedures Manual: Topic 51-Fundraising, General Protocols

Section 10.12
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1. The Executive Committee, collectively or individually, may accept on behalf of the NCNW Greater Pocono Section any contribution, gift, bequest for the purposes of the organization. 2. Bequests, planned gifts and pledges may be considered when determining the annual budget but not included when budgeting for program expenditures until the gift is actualized. 3. Uncollectible pledges or pledge losses are budgeted.

Section 10.13

Checks and Deposits

1. All payments are to be offered in US funds. 2. All checks, drafts, or other orders for the payment of money, issued in the name of NCNW Greater Pocono Section, shall be signed by such officer or officers of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed in duplicate from the appropriate members of the Executive Committee. 3. All funds of NCNW Greater Pocono Section not otherwise employed shall be deposited from time to time to the credit of the Organization in such depositories as the Executive Committee may select and countersigned by the President or Vice President of the Section. 4. All deposits must be credited to a specific category/fund within the approved budget structure.

Section 10.14

Vendor Bids

1. The Section must maintain and participate in a bidding process for services, contracts, etc. that causes Section funds to be used responsibly. See GPS Policies and Procedures Manual: Topic 20-Contracts, Vendor Bids

Section 10.15
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1. All contracts and written agreements are deemed invalid unless these documents bear the official seal of the NCNW, Inc.-Greater Pocono Section. 2. The NCNW, Inc.-Greater Pocono Section shall not make any loan of money or property to, or guarantee the obligation of, any Executive Committee member; provided, however, that this Section may advance money to an officer or member of this Section for expenses reasonably anticipated to be incurred in performance of the duties of such Committee member so long as such individual would be entitled to be reimbursed for such expenses absent that advance. 3. No Executive Committee member, Officer or member shall have the authority, on behalf of the NCNW, Inc. - Greater Pocono Section, to enter into a loan or any other contract of indebtedness except by unanimous vote in a specific resolution of the Executive Committee. 4. Such a vote is to be followed by a two-thirds majority vote of the general membership eligible to vote when given required notice for such a vote. The authority designated by this provision shall be limited to a single and specific instance. 5. The Executive Committee may authorize, by two-thirds vote, an officer or officers, in addition to persons authorized by these bylaws to enter into any contract on behalf of NCNW Greater Pocono local section, and such authority is confined to specific instances. 6. The Executive Committee shall not approve, or permit the Section to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which the NCNW, Inc.-Greater Pocono Section is a party and in which one or more of its Executive Committee members has a material financial interest. 7. The NCNW, Inc.-Greater Pocono Section may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney

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General. The Section may also engage in a self-dealing transaction if the Board determines, before the transaction, that a. this corporation is entering into the transaction for its own benefit; b. the transaction is fair and reasonable to this corporation at the time; and c. after reasonable investigation, the Executive Committee determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Executive Committee in good faith, with knowledge of the material facts concerning the transaction and the Executive Committee members interest in the transaction, and by a vote of a majority of the Committee members then in office, without counting the vote of the interested Committee member or members.

Section 10.16

Recoupment of Funds

1. Monies deemed to be owed to the Section from an entity must be earnestly recouped. See GPS Policies and Procedures Manual: Topic 46-Finances, Recoupment of Funds

Section 10.17

Borrowing Powers

1. The Section may borrow or raise funds to meet its objects and operations. 2. Approval for such decisions must receive a two-thirds majority of the general membership casting votes at that time. 3. Timely required notice must be forwarded to the general membership. See GPS Bylaws (Inaugural Edition), Article V-Meetings, Section 5.02: Notice of Meetings

Section 10.18
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1. A capital reserve fund must be established to accrue monies set aside for specific long-term projects outside the usual operating budget.

Section 10.19

Operating Funds

1. At least 50% of Section funds are deemed to be operating funds and must always be immediately accessible for withdrawal without penalty.

Section 10.20

Banking Practices

1. The Executive Committee reserves the right to change banking institutions and types of accounts as long as the general membership a. Is notified before such change(s); b. Receives full explanations before such change(s); c. Care is taken to limit penalties affecting account balances or other financial investments 2. Due diligence must be exercised in selecting banking institutions that federally insure funds and provide fee structures and services that best meet the needs of the Section.

Section 10.21

Information Systems

1. Hardware and software must be a line item on the annual budget. See GPS Policies and Procedures Manual: Topic 109-Technology, Information Systems

Section 10.22

Fiscal Year
Comment [CB1]: What to do about the conflict between about the Section Calendar. See Officer Packet

1. The fiscal year shall run from October 1st through September 30th. See current NCNW, Inc.-National Bylaws; Article IX-Fiscal Year. 2. Officers elected in May, take office on September 1st of the same year. See current NCNW, Inc.-National Bylaws; Article IV-Structure.

Section 10.23
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9. The finalized balanced annual budget shall be approved and adopted by a two-thirds vote of the general membership no later than the second Saturday in September. 10.Line-item budgeting is the accepted approach for preparing the Sections budget.

Section 10.24

Budget Calendar

1. A budget calendar must be used to organize critical dates for the preparation, submission and review of the Sections budget leading to the adoption of same. 2. Problems that occurred in the prior years budget cycle must be identified for changes to the current years calendar. 3. Changes in the budget development process must be incorporated into the current years calendar. 4. Identify all activities that must be included in the calendar and arrange them, chronologically. 5. Completion dates must be assigned to each activity of the budget calendar. 6. The budget calendar must be finalized and ready for distribution to all section entities no later than the first week in January.

Section 10.25

Budget Requests

1. Standing Committees, subcommittees and all other section entities shall submit annual budget requests to the Finance Committee no later than September 30th of each year. 2. There must be a line item for funds to assist with or on a case by case basis completely cover national and local dues for women in need. a. Such members or potential members desiring this accommodation must complete an Application for Membership (Hardship) through Page | 88 DRAFT: 1 March 7, 2013

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the sections Member-At-Large or directly with the Membership Committee Chair/designee. 3. The Finance Committee and the Budget Committee shall hold a combined meeting to review this draft and receive input and ask questions of those Section entities submitting budget requests. See GPS Policies and Procedures Manual: Topic 44-Finances, Emergency Funding, Topic 40-Finances, Contingency Funding, Topic 38-Finances, Budget Requests; GPS Bylaws (Inaugural Edition); Article X-Fiscal Management, Section 10.26: Contingency Funding, Section 10.36: Emergency Funding

Comment [CB2]:

Section 10.26

Contingency Funding

Comment [CB3]:

1. These funds are used for any Section expenses not covered by the budget. See GPS Policies and Procedures Manual: Topic 40-Finances, Contingency Funding

Section 10.27

Draft Budget

1. The draft budget must include actual funds used and proposed funds to be used. 2. During the first quarter of each fiscal year, the Budget Committee shall prepare the Draft Budget. The Draft Budget shall be distributed no later than the second Saturday in September. See GPS Bylaws (Inaugural Edition); Article X-Fiscal Management, Section 10.31: Prioritization of Expenses; GPS Policies and Procedures Manual: Topic 43-Finances, Draft Budget

Section 10.28

Contributions from Individuals

1. There are no limitations on contributions from individuals.

Section 10.29

Contributions from Organizations

1. There are no limitations on contributions from organizations. Page | 89 DRAFT: 1 March 7, 2013

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2. There are no limitations on types of organizations who may contribute to the Greater Pocono Section.

Section 10.30

Authority to Disburse Funds

1. The Treasurer is empowered to disburse funds for Section expenditures up to the limit of the approved budget line for that purpose, within the prioritization of expenses, and as may additionally be imposed by the Executive Committee as part of the annual budget process. 2. The Treasurer is also empowered to disburse funds upon an emergency basis. See GPS Policies and Procedures Manual: Topic 44-Finances, Emergency Funding

Section 10.31

Prioritization of Expenditures

1. When drawing from the General Operating Account, the Section shall satisfy its legal and contractual obligations first, and shall prioritize its operating expenditures in the following order: a. Staff payroll, payroll taxes, and benefits; b. Office rent and utilities; c. Server Hosting, Server Backup, Section phone, Section Mailbox; d. Independent contractors; e. Other vendors that are vital to operations; f. Expenditures with a reasonable expectation of a return on investment in a short period of time; g. Other budgeted expenditures.

Section 10.32

Expenditures

1. The Executive Committee may not waive any rules pertaining to finances. Page | 90 DRAFT: 1 March 7, 2013

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2. Expenditures which do not directly support current programs shall be limited to expenditures benefiting all members. 3. All approved purchases made for the Greater Pocono Section within the commonwealth of Pennsylvania must be transacted with the state tax exemption letter or certificate. 4. The President can authorize expenses up to a combined total of $100 per fiscal year. 5. Expenses greater than $100 up to $500 require a majority vote of the Executive Committee followed by notification to the general membership. Funds may not be expended without the vote occurring. 6. Expenses in excess of $500 shall be approved by a majority vote of the voting members at the next general membership or special meeting. Funds may not be expended without the vote occurring.

Section 10.33

Requests for Payment and Reimbursement

1. To be considered for payment or reimbursement, the following is required a. Completed Request for Payment form i. Requests for Payment are requests to receive funds from the Section in advance of purchase for budgeted expenses and are strongly recommended where possible. ii. Such purchases will have a predetermined cost. b. Completed Request for Reimbursement form i. Requests for Reimbursement are when an individual has prior approval from the Standing Committee or Section entity to pay for a budgeted expense in expectation of reimbursement. 2. Payments and reimbursements for approved purchases within the Commonwealth of Pennsylvania will not include payment for state sales Page | 91 DRAFT: 1 March 7, 2013

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tax; Pennsylvania sales tax exemption documentation must be presented at the time of purchase to eliminate the sales tax. 3. Payments and reimbursements for approved purchases outside the Commonwealth of Pennsylvania will not include payment for sales tax. See GPS Policies and Procedures Manual: Topic 47-Finances, Requests for Payment and Reimbursement

Section 10.34

Disbursal of Funds

1. Upon receipt of a properly executed Request for Payment form, the Treasurer shall issue a check for the amount indicated to the designated payee. 2. In no case may the Treasurer issue funds in excess of the amount allocated for any particular purpose for the fiscal year, except as provided in the procedures for Emergency Funding or Contingency Funding. 3. Should a Request for Payment or a Request for Reimbursement be made above the amount budgeted, the Treasurer shall advise those making such requests a. the funds requested are in excess of the annual budget amount and shall be subject to the Emergency Funding or Contingency Funding provisions or denial. See GPS Policies and Procedures Manual: Topic 44-Finances, Emergency Funding, Topic 40-Finances, Contingency Funding

Section 10.35

Reporting Expenditures

1. Following each disbursal, the Treasurer shall issue a brief statement to the Standing Committee or Section entity making the request stating the amount of their budgeted funds disbursed in the fiscal year to date and the remaining budget allocation. Page | 92 DRAFT: 1 March 7, 2013

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2. Such statement is in writing and forwarded to the Committee Chair not more than 14 calendar days after the disbursal.

Section 10.36

Emergency Funding

1. Requests for disbursal of funds exceeding the amount budgeted for a specific purpose may be made by standing committees and section entities and be considered by the Executive Committee on an emergency basis. See GPS Policies and Procedures Manual: Topic 44-Finances, Emergency Funding

Section 10.37

Investments

1. Except with respect to assets held for use or used directly in carrying out the Section's charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this Section's investments, the Executive Committee shall avoid speculation, considering the probable income as well as the probable safety of the Sections capital. 2. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to the NCNW, Inc.-Greater Pocono Section.

Section 10.38

Bank Accounts

1. All funds contributed to or made payable to the Section, whether by cash or negotiable instruments, shall be promptly placed on deposit in the principal accounts of the section, which shall be maintained by the Treasurer. 2. The Executive Committee may appoint others to be co-signers of the Section bank accounts in addition to the Treasurer. a. Such changes must be announced to the general membership at the next general meeting following the adjustment. Page | 93 DRAFT: 1 March 7, 2013

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3. The Treasurer will maintain the Sections General Fund checking account and any other account(s) established in the sections name, such as savings account, certificate of deposits, money market accounts, etc. a. General Fund b. Reserve Fund c. Capital Reserves Fund d. Operating Fund e. Program Committee f. Membership Committee g. Bylaws Committee h. Executive Committee i. Audit/Budget Committee j. Finance Committee k. Ad Hoc Committees l. Small Games of Chance

Section 10.39

Financial Reporting

1. The Section must prepare financial reports that a. Provide information to determine whether current-year revenues were sufficient to pay for current-year services; b. Demonstrate whether resources were obtained and used in accordance with the sections legally adopted budget; c. Demonstrate compliance with other finance-related legal or contractual requirements; Page | 94 DRAFT: 1 March 7, 2013

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d. Include the comparison of actual to budgeted revenue and expense; e. Identify and explain any significant variances.

Section 10.40

National Convention Stipend

1. The Executive Committee will include in the fiscal years budget the total financial stipend goal for a maximum of three section approved delegates to the NCNW, Inc. national biannual convention. 2. This budgeted goal must be made known to the general membership at the October general membership meeting not later than 14 calendar months before the convention is scheduled to be held. (Example: NCNW Convention is in 2014, membership informed of budgeted goal by October 2012.) 3. The voting members must vote by a majority to accept or reject the financial stipend goal amount when they vote to adopt the sections annual budget. 4. The stipend may not be offered in any form directly to the approved section delegate(s). 5. The stipend is directly payable by check to the NCNW, Inc.-National towards fees, etc. in the name of each approved section delegate scheduled to attend. Each delegate will receive a formal communication on section letterhead outlining the check number and specific fees covered by the stipend disbursement. See GPS Policies and Procedures Manual: Topic 87-NCNW National, Convention Stipend Allocation

Section 10.41

Travel

1. Only voting members may receive reimbursement for travel. Expenses of non-member or non-authorized spouses and companions and partners are not reimbursable. Page | 95 DRAFT: 1 March 7, 2013

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2. In order for a member to be reimbursed for any section related travel expenses, travel must be pre-approved by the Executive Committee. Members must provide the Treasurer with original legible, unaltered itemized receipts.

Section 10.42

Lodging

1. Lodging costs will be reimbursed when pre-approved but only at the negotiated rate.

Section 10.43

Transportation

1. Travel by automobile will be reimbursed based on current Internal Revenue Service per mile fee schedule; submission of original mileage log with starting and ending odometer readings is required. 2. Trips of less than 40 miles round trip are not reimbursable. Travel expenses to section meetings, Executive Committee meetings, and all committee meetings are not reimbursable.

Section 10.44

Meals

1. Actual meal expenses for pre-approved travel will be reimbursed not to exceed $35.00 per calendar day. Original legible unaltered receipts are required for authorization of all meal expenses.

Section 10.45

NCNW, Inc. National Indebtedness/Financial Obligations

1. Annual Member See National Council of Negro Women, Inc. Bylaws, Revised 10/05/06: Article XFiscal Responsibilities, Section 3: Individual Members-Fees a. The fee required for annual membership shall be Thirty Dollars ($30.00) per year and shall be renewable annually in the same month as initial membership. Page | 96 DRAFT: 1 March 7, 2013

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2. Associate Member (Men) See National Council of Negro Women, Inc. Bylaws, Revised 10/05/06: Article XFiscal Responsibilities, Section 3: Individual Members-Fees a. The fee required for Associate membership shall be Thirty Dollars ($30.00) per year and shall be renewable annually in the same month as initial membership. Associate members are males who give support to the work of NCNW. 3. Community Based Section-Fair Share See National Council of Negro Women, Inc. Bylaws, Revised 10/05/06: Article XFiscal Responsibilities, Section 2: Community-Based Section-Fair Share a. The annual dues of a community-based section is based on its Fair Share Quota. Each Section is assigned a share of the income budget. The minimum Fair Share shall be Three Hundred and Fifty Dollars ($350.00) and the maximum shall be Seven Hundred and Fifty Dollars ($750.00) per year. b. The annual dues of Youth community-based sections are based on its fair share quota. The minimum Fair Share shall be Thirty Dollars ($30.00) per year. c. Community-based Sections of NCNW, whose annual Fair Share have not been paid by the opening date of the Biennial National Convention, shall be considered not financial and its delegates shall not be seated nor permitted to vote. d. Community-based sections of NCNW whose national obligations have not been met for three consecutive years shall be dropped from the National roster and their charters revoked. e. In order for a community-based section to be in good standing, it must have met all financial obligations, i.e. annual budget quota, and be in full-compliance with the bylaws of NCNW. Page | 97 DRAFT: 1 March 7, 2013

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f. Ten percent (10%) of any profit incurred by NCNW community-based sections from fundraising events shall be provided to the national organization. See National Council of Negro Women, Inc. Bylaws, Revised 10/05/06: Article XVIPolicies, Section 3: Fundraising 4. NCNW Initiatives a. This must be a line item on the annual budget. 5. NCNW Stationery a. Expenditures for revised official Greater Pocono Section stationery bearing the current National President/Chairs name will be debited accordingly from the actual computed fair share contributions for the ensuing fiscal period. See National Council of Negro Women, Inc. Bylaws, Revised 10/05/06: Article XVIPolicies, Section 4: Publications

Section 10.46

Check Policies

1. All checks submitted to the Treasurer will be drawn in US funds. 2. No postdated checks will be accepted. 3. Checks will be processed in a timely manner. Checks should be deposited not less than 21 calendar days prior to any event to allow the checks to clear. See GPS Policies and Procedures Manual: Topic 39-Finances, Check Policies

Section 10.47

Credit Cards

1. The section may never obtain a credit card or any card involving a line of credit.

Section 10.48
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1. The Treasurer may obtain prepaid money cards or gift cards that can be used for any vendor (i.e. Visa, etc.) for the exclusive use of those persons charged with purchasing materials and supplies for the Sections use. 2. Those using the card shall provide the Treasurer with original, legible, unaltered itemized receipts or other detailed proof of expenditure. 3. Cards selected for this purpose must be those which do not reduce in value; expire; incur financial penalties or in any way have terms that change over time.

Section 10.49

Grants

1. Review the stated goals and objectives to determine that the grant program aligns with the purposes of NCNW, Inc. National. 2. Conduct needs assessment(s) to identify the appropriateness of the grant program for the Greater Pocono section. 3. Design programs to attain the goals and objectives on the basis of the results of the needs assessment(s). 4. Identify current available resources and needed resources. 5. Develop a program and implementation plan before the program budget.

Section 10.50

Online Transactions

1. The Treasurer will establish merchant services and gateway provider accounts as necessary for ticketed events or repetitive purchases (i.e. section t-shirts). These are currently the methods used for Internet transactions. 2. Online transaction vendors that do not cause funds to be directly deposited into the Sections bank account are not acceptable for use at any time (i.e. Paypal).

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3. The Treasurer will ensure that there is a proper accounting for such transactions.

Section 10.51

Budget Transfers

1. Budget transfers may only occur with the completion of a written request narrative for same. Such transfers may not occur for any section entity more than once during the fiscal year. 2. Budget transfers may not exceed $500 as this signifies flaws in the initial creation of the annual budget.

Section 10.52

Budget Codes

1. A system of budget codes must be used to streamline financial recordkeeping.

Section 10.53

Fundraising

1. The Section must maintain registration with the Pennsylvania Bureau of Charitable Organizations or its equivalent in order to legally participate in fundraising activities. 2. Fundraising may occur only after the Section is duly registered with the appropriate Commonwealth of Pennsylvania authorizing bodies. 3. Should any other mandated affiliations become evident for the Sections legal operation within Pennsylvania, those registrations or applications must also be maintained annually. See GPS Policies and Procedures Manual: Topic 51- Fundraising, General Protocols

Section 10.54

Small Games of Chance

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See GPS Policies and Procedures Manual: Topic 52-Fundraising, Small Games of Chance

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NCNW, Inc.-Greater Pocono Section Bylaws APPENDIX F: SAMPLE BUDGET CALENDAR TEMPLATE
DATE(S) 1. First Week in January ACTIVITY Meet with Treasurer, Financial Secretary, Finance Committee, Audit/Budget Committee and all other Committee Chairs; Review current year spending, review any new rules that affect budget preparation (if any); and finalize budget calendar. Distribute forms to all section entities that may require funds in the upcoming budget. Review progress of current year budget and discuss issues and priorities for upcoming budget. Forms and budget justifications submitted by all section entities requiring funds

2.

Second Week in January Last Week in January Second Week in February First Week in March Second Week in March

1. 1. 1.

Last Week in March First Week in April Last Two Weeks in April

1. Budget worksheets are prepared and distributed to each section entity. 2. Worksheets are based on eight months of actual expenses. 3. General increases (if any) are allocated by line item. 1. Proposed budgets are submitted from each section entity to Finance Committee and Audit/Budget Committee. 1. Initial budget projections are made by Audit/ Budget Committee after combined meeting held with President, Treasurer, Finance Committee. 1. Revenue projections are made by Finance Committee and expenditure proposals finalized. 2. Budget issues and choices are prepared for Executive Committee work session.

First Week in May

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DATE(S) Second and Third Week in May Second Week in May First Week in June Third Week in June First Week in July October 1st ACTIVITY 1. Executive Committee work sessions to review budget proposal, discuss key issues and finalize budgetary decisions.

1. First reading of budget 1. Second reading and adoption of budget for next fiscal year.

Beginning of new fiscal year

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ARTICLE XI ANNUAL REPORT Section 11.01


Financial Report

1. The Greater Pocono Section must cause to be prepared and submit an Annual Financial Report to the Internal Revenue Service (IRS) for each calendar year. 2. This Annual Financial Report is forwarded to NCNW, Inc.-National if required. 3. Regardless of the dollar amount of gross revenues during the fiscal year, the NCNW, Inc.-Greater Pocono Section within 60 calendar days after the annual filing of financial information to the Internal Revenue Service (IRS), the Executive Committee shall make available the Annual Financial Report to all of the members of this Section containing the following information: a. the assets and liabilities, as of the end of the fiscal year; b. the principal changes in assets and liabilities, during the fiscal year; c. the revenue or receipts of this Section, both unrestricted and restricted for particular purposes, for the fiscal year; d. the expenses or disbursements of this Section, for both general and restricted purposes, for the fiscal year; 4. The foregoing Annual Financial Report shall be accompanied by an additional report of independent accountants or auditor. 5. If there is no such additional report, there must be formal certification of an authorized officer of this Section that such statements as included in the report were prepared without an audit from the books and records of this Section. Page | 104 DRAFT: 1 March 7, 2013

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6. Should there be no annual filing with the IRS, the Executive Committee must make available to the membership, an Annual Financial Report that includes the information outlined in #2 of GPS Bylaws (Inaugural Edition), Article XI-Annual Report, Section 11.01: Financial Report. See GPS Policies and Procedures Manual: Topic 59-IRS Form 990 Policy, Public Disclosure

Section 11.02

Report of Certain Transactions

1. Unless the Greater Pocono Section furnishes the Annual Financial Report required in Section 11.01, the Board shall make available a written report to all of the members and Executive Committee of this Section containing the following: a. a description and documented receipt of any and all financial transactions; and b. the amount and circumstances of any indemnifications or advances that were paid during the fiscal year to any Executive Committee member or general member of this Section, and that were not approved by the general membership.

Section 11.03

Accountability Provision

1. Failure to prepare the Annual Financial Report will result in disciplinary action. 2. Such action must include a written breach of performance specifically outlining dereliction of duty with regard to fiduciary responsibilities. See GPS Policies and Procedures Manual: Topic 3-Annual Report, Accountability Provision

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NCNW, Inc.-Greater Pocono Section Bylaws ARTICLE XII-AMENDMENTS Section 12.01


Bylaws

1. These bylaws form the legally binding document that governs the NCNW, Inc.-Greater Pocono Section. Example: Bylaws state when the meetings of the Section are held 2. The dates of all bylaws revisions and amendments must appear on the first page of the document. 3. Each update must cite the Article number and name; Section number and name and Subsection number of the new text.

Section 12.02

Standing Rules

1. Standing rules outline the procedures of the organization that are not necessarily included in the bylaws and must not conflict with the bylaws that govern the NCNW, Inc.-Greater Pocono Section. a. Example: Standing rules state where and what time the meetings are held. 2. Standing rules are amended as follows: a. Requires a two-thirds majority vote to adopt or amend without notice. b. Requires a majority vote to adopt or amend with 30 calendar day notice.

Section 12.03

Standing Committee: Bylaws Committee

1. The Bylaws Committee is charged with regularly reviewing the bylaws annually to ensure its accuracy and relevance to the sections needs. 2. Bylaws must be updated every 3 years-even if no change is required.

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3. Should the Bylaws Committee no longer be functioning, a special group is formed to take responsibility to study, review, and report to the members. 4. For the purposes of amending and revising the bylaws the Executive Committee participates in the same manner the general membership participates. 5. The general membership must vote to adopt and amend the bylaws.

Section 12.04

Exceptions

1. No amendment or revision may be adopted if it will change the classification of the organization pursuant to the IRS Code or the taxexempt determination letter. 2. Each provision in the bylaws must function in and out of context and cannot overlap or contradict other provisions in the document.

Section 12.05

Revision of Bylaws

1. A revision to bylaws is an extensive rewrite that often makes fundamental changes in the structure of the organization. By considering a revision of the bylaws, it is a proposition to substitute a new set of bylaws for the existing ones. 2. The rules regarding prior notice that limit amendments do not apply; therefore the Section is free to amend anything in the proposed revision before it is adopted, as if the bylaws were being considered and adopted for the first time. 3. When the Bylaws Committee has completed the proposed revision, at least 30 calendar days prior notice must be given for the general membership to access the document in advance of the advertised meeting for its adoption.

Section 12.06

Considerations for Amending the Bylaws

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See GPS Policies and Procedures Manual: Topic 5-Bylaws, Considerations for Amending the

Section 12.07

Amending the Bylaws

1. Only voting members can offer amendments to the bylaws. 2. The adoption of bylaws amendments occur at a special meeting or general membership meeting. The proposed amendments are presented during the New Business portion of the meeting. 3. Bylaws may only be amended with prior notice to the general membership. 4. The proposed amendments must be published for the general membership. 5. The proposed amendments must be considered. 6. Each proposed amendment must be voted upon separately. The vote must be recorded by count. 7. Upon a two-thirds vote of the voting members casting votes an amendment or revision of the bylaws shall be adopted. 8. The adopted amendment(s) take effect immediately unless another date is specified. See GPS Policies and Procedures Manual: Topic 4-Bylaws, Amending the

Section 12.08

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NCNW, Inc.-Greater Pocono Section Bylaws ARTICLE XIII CODE OF ETHICS Section 13.01
Basic Provision

1. The Section must maintain and enforce a Code of Ethics at all times. See GPS Policies and Procedures Manual: Topic 50-IRS Form 990 Policy, Code of Ethics

ARTICLE XIV CONFLICT OF INTEREST POLICY Section 14.01


Basic Provision

1. The Section must maintain and enforce a Conflict of Interest Policy at all times. See GPS Policies and Procedures Manual: Topic 55-IRS Form 990 Policy, Conflict of Interest

ARTICLE XV - DOCUMENT RETENTION AND DESTRUCTION POLICY Section 15.01


Basic Provision

1. The Section must maintain and enforce a Document Retention and Destruction Policy at all times. See GPS Policies and Procedures Manual: Topic 57-IRS Form 990 Policy, Document Retention and Destruction; GPS Bylaws (Inaugural Edition), Appendix G?: Document Retention Schedule

ARTICLE XVI WHISTLEBLOWER POLICY Section 16.01


Basic Provision

1. The Section must maintain and enforce a Whistleblower Policy at all times.

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See GPS Policies and Procedures Manual: Topic 60-IRS Form 990 Policy, Whistleblower

ARTICLE XVII PUBLIC DISCLOSURE POLICY Section 17.01


Basic Provision

1. The Section must maintain and enforce a Public Disclosure Policy at all times. See GPS Policies and Procedures Manual: Topic 59-IRS Form 990 Policy, Public Disclosure

ARTICLE XVIII INTERNAL REVENUE SERVICE POLICIES Section 18.01


Basic Provision

1. The Section must execute, maintain and enforce ongoing compliance with all policies required through the Internal Revenue Service (IRS) that cause the continuance of our status as a [501 C 3] organization.

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NCNW, Inc.-Greater Pocono Section Bylaws ARTICLE XIX DISSOLUTION Section 19.01
Definition

1. Dissolution is the action of the Greater Pocono Section no longer being able to operate under the National Council of Negro Women, Inc.-National charter for any reason.

Section 19.02

Official Statement

1. National Council of Negro Women, Incorporated is under Section 501-C-3, therefore: a. A resolution for the dissolution of the Section shall be sent to all active members who are entitled to vote b. By a two-thirds vote, the section shall be dissolved and necessary steps will be taken to conclude the section affairs c. After payment, or making provisions for the payment, of all debts or liabilities secured by the section, and the disbursement of funds presented in Section 15.06 of this Article, the balance shall be given to National Council of Negro Women, Incorporated-National.

Section 19.03

Compulsory Dissolution

1. Compulsory Dissolution will commence when the Section no longer maintains a membership of the required number as per NCNW, Inc.National OR 2. The Section is not in compliance with the requirements of Nationals Bylaws (National Bylaws Article VI Board of Directors, Section 5) OR 3. The Section has not paid its fair share assessment for three consecutive years. (National Bylaws, Article X-Fiscal Responsibilities, Section 2D)

Section 19.04
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1. Voluntary dissolution can occur if a majority of voting members vote to dissolve the Section. 2. The Executive Committee must vote on, and approve, a motion to dissolve. 3. The dissolution plan must be approved by a majority of members eligible to vote who cast votes at that time.

Section 19.05

Finalization of Indebtedness

1. In the event of dissolution of the National Council of Negro Women, Inc.Greater Pocono Section, the Executive Committee shall pay and make provisions for the payment of all liabilities. 2. A written plan detailing remaining funds, all liabilities to be paid and exact payments made must be prepared by the remaining Executive Committee members. 3. The contents of the written disbursement of funds plan must be made available to the entire remaining general membership before it is forwarded to the NCNW, Inc.-National

Section 19.06

Disbursement of Funds

1. Upon termination or dissolution of the National Council of Negro Women, Inc.-Greater Pocono Section, any assets lawfully available for distribution shall be distributed to no less than two (2) qualifying tax-exempt organizations as described in Section [501 C 3] of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. 2. One of but not the sole recommendation for disbursement of funds must be the National Council of Negro Women, Inc.-National in Washington, D.C.

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3. In the event of a sale or dissolution of the Section, the use of any surplus funds for private inurement to any person is prohibited. 4. Recommendations for the possible organizations to receive funds must include both those from the general membership and the remaining Executive Committee members. 5. Such selection of receiving organizations is to be decided by majority vote of the remaining section voting membership 6. A written plan detailing remaining funds and exact disbursements to specific organizations must be prepared by the remaining Executive Committee members. 7. The contents of the written disbursement of funds plan must be made available to the entire remaining general membership before it is forwarded to the national NCNW, Inc.

Section 19.07

Finalization of Projects

1. A written plan to immediately finalize all current and upcoming projects is to be prepared by the remaining Executive Committee members. 2. The contents of the written finalization of projects plan must be made available to the entire remaining general membership before it is forwarded to the national NCNW, Inc.

Section 19.08

Notification to National Organization

1. Should dissolution occur for reasons other than loss of charter, a written report providing specifics must be prepared by the remaining Executive Committee members and forwarded to the national NCNW, Inc. 2. The contents of the notification to the national organization report must be made available to the entire remaining general membership before it is forwarded to the national NCNW, Inc. Page | 113 DRAFT: 1 March 7, 2013

NCNW, Inc.-Greater Pocono Section Bylaws Section 19.09


Loss of National Charter

1. The Executive Committee must always have in its possession, the written procedure/steps that lead to loss of the Greater Pocono sections charter held through the National Council of Negro Women, Inc. 2. Should there be an issue endangering or otherwise jeopardizing the charter, it is to be cured immediately by the remaining Executive Committee members following the directives of national. 3. The general membership must be immediately advised of all issues endangering the section charter. 4. The general membership must be immediately advised of the written plan prepared by the remaining Executive Committee members addressing all issues endangering the section charter.

Section 19.10

Dissolution Steps

1. The Treasurer shall produce a final status report which identifies final income and disbursements. 2. The Treasurer shall issue checks for payment of outstanding obligations and transfer of funds (if any) to NCNW, Inc.-National. 3. The Treasurer shall prepare and submit a. the final fiscal year-end IRS Form 990 report; b. the fiscal year-end Pennsylvania Department of Revenue report; c. the final group declaration to NCNW, Inc.- National

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