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YWCA USA Guide to Bylaws Revision: Steps, Structures & Best Practices

This guide provides a step-by-step process for revising bylaws, including key components, membership requirements, and best practices for board governance. It also outlines the YWCA affiliation requirements and mandates.

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YWCA USA Guide to Bylaws Revision: Steps, Structures & Best Practices

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  1. The YWCA USA Guide to Bylaws Revision Steps, Structures & Best Practices Date: January 23, 2014

  2. Today’s Agenda

  3. What’s the Purpose of Bylaws, really? Bylaws are a BIG deal!!

  4. For “Membership” Organizations

  5. Adhering to Your Bylaws is NOT optional!

  6. Components of Bylaws

  7. Non-profit Bylaws Include: • Name and Mission • Membership • Meetings • Board of Directors and Officers • Committees • Amendments • Dissolution Procedures

  8. Bylaw Outline for YWCAs

  9. Bylaw Outline for YWCAs

  10. Bylaw Outline for YWCAs

  11. Mandates for YWCAs

  12. What is Required for YWCA Affiliation? • Inclusion of full YWCA name and mission statement • NAME, MISSION, FUNCTION • Name. The _________________________ (hereinafter referred to as “the Association”), is a member of the Young Women’s Christian Association of the United States of America, Inc. (“YWCA USA”) and maintains that membership in accordance with the bylaws of the YWCA USA. • Mission. The Association unites in the following statement of Mission (“the Mission”): The YWCA [location] is dedicated to eliminating racism, empowering women, and promoting peace, justice, freedom, and dignity for all.

  13. What is Required? 2. Defined selection process for voting delegates to YWCA USA membership meetings VOTING DELEGATES TO NATIONAL MEETINGS Qualification. Voting delegates to meetings of the YWCA USA must be voting members. (for membership organizations) OR Voting delegates to meetings of the YWCA USA shall be Members who have consented to individual acceptance of responsibility to further the achievement of the Mission of the Association. (for single gender directorships) OR Voting delegates to meetings of the YWCA USA shall be people so selected who have consented to individual acceptance of responsibility to further the achievement of the Mission of the Association. (for gender neutral directorship)

  14. What is Required? 2. Defined selection process for voting delegates to YWCA USA membership meetings • Selection. The Board of Directors shall appoint two voting delegates to meetings of the YWCA USA in accordance with the provisions of the Bylaws of the YWCA USA, as applicable. At least one (1) of the voting delegates to the YWCA USA must be a volunteer.

  15. What is Required? 3. REMOVAL OF ALL REFERENCES TO REGIONS

  16. MEMBERSHIP REQUIREMENTS Single gender membership and governance specified, limiting membership to women over age 12 and leadership to women 15 and over, unless local association has received a gender-neutral approval from YWCA USA * In 2014, the individual membership requirement is under review by the YWCA USA operational team and Board of Directors.  We anticipate a revision of that section by the membership in 2015. * Therefore, until that time, local associations are encouraged to continue addressing membership as they do currently.

  17. Bylaw Structures

  18. Single Gender • YWCA USA remains a single gender organization • Local associations can apply for exemption • If no exemption . . . must have women-only governance: board of directors, voting members if membership organization

  19. Gender Neutral With exemption— . . . can define members, voting members or directors as any person supporting mission

  20. 4 Combinations Possible:

  21. Membership vs. Directorship

  22. Membership vs. Directorship *Important Note: Voting members have statutory rights under state law, seek legal counsel

  23. Best Practices

  24. Constitution • Preferred: only bylaws • Articles of incorporation • Not urgent, can be done if major revision of bylaws underway

  25. Term Limits For Board Members • Define in bylaws, track and observe • Preferred: 6 years (2 terms of 3 yrs or 3 terms of 2 yrs)

  26. Board Governance Committee Preferred over Nominating Committee Other responsibilities: Care and Feeding of the Board • Recruit board members, all year round, from profiles • Develop and implement orientation and handbook • Continuing education for board • Annual board retreat • Develop annual slate of officers • Lead annual board assessment

  27. Audit Committee • Separate from Finance Committee • Recommendation for nonprofits stemming from Sarbanes-Oxley Act • Responsible for overseeing annual audit from bid on

  28. Limited Standing Committees • Executive • Finance • Board governance • Development • Plus time-limited task forces

  29. Fiscal Year Definition • Not urgent • Opportunity to change if odd fiscal year embedded in bylaws • Can run irregular audit (15-month, 18-month) as required, consult auditor for suggestions

  30. Questions???

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