Bylaws of the Women's Legislative Network of NCSL
The name of this organization shall be the Women's Legislative Network of the National Conference of State Legislatures (hereafter referred to as the Network).
Article II—Purpose of the Women's Legislative Network
The purpose of the Network is to promote the participation, empowerment and leadership of women legislators.
Article III—NCSL Affiliation
Section 1. Relationship with NCSL. The Network is a program of the NCSL Foundation for State Legislatures. A memorandum of agreement, which may be reviewed on an annual basis, shall be entered into between NCSL and the Network to establish the working relationship. The memorandum of agreement may supersede any provision in these bylaws.
Section 2. NCSL Staff Liaison. The NCSL staff liaison shall be responsible for reporting on the financial condition of the organization at regularly scheduled meetings and shall give an annual report at the Network’s annual meeting. The NCSL liaison shall maintain the bylaws and records concerning adopted or proposed changes thereto. It shall be the duty of the NCSL staff liaison to maintain a compilation of the standing orders and to post them for the information of the membership at each annual meeting. The NCSL liaison shall work closely with the Network Alliance Committee.
The general membership of the Network shall consist of all women who serve in the legislative body of their state, territory, commonwealth or district of the United States of America. Membership in the Network cannot be transferred or reassigned.
Article V—Officers and Their Duties
Section 1. Officers. The officers for the Network shall include the President, President-Elect, Vice-President and Immediate Past President.
Section 2. President. The President shall preside at all meetings of the Network and of the Executive Board. The President may create standing or special committees with the advice and approval of the Executive Board, and she shall appoint the committee chair and members. The President shall serve as an ex-officio, voting member on all committees. The President shall be responsible for preparation of the agenda and a progress report at the annual meeting. The President, in consultation with the Executive Board, shall be responsible for providing guidance and direction to the NCSL staff liaison.
Section 3. President-Elect. The President-Elect shall assist the President and perform the duties of the President in her absence or inability to serve. The President-elect shall perform other duties as prescribed by the President or the Executive Board.
Section 4. Vice President. The Vice President shall assist the President and the President-Elect and perform the duties of the President or the President-Elect in their absence. The Vice President shall perform other duties as prescribed by the President or the Executive Board.
Section 5. Immediate Past President. The Immediate Past President shall perform duties as prescribed by the President or the Executive Board.
Article VI—Executive Board
Section 1. Duties. The Executive Board is responsible for the ongoing administration of the Network, for maintaining a close working relationship with NCSL, and for managing the affairs of the Network. It shall be responsible for providing direction to the Network and for reviewing the bylaws and making recommendations for amendments at the annual meeting. When adopting policies of a continuing nature, the Executive Board shall record its actions in the form of standing orders. Standing orders shall remain in effect until amended or repealed by action of the same or a succeeding Executive Board.
Section 2. Membership. The Executive Board shall consist of not less than 13 nor more than 20 members as fixed from time to time by the Executive Board. The Board shall be politically and geographically balanced. At a minimum, the Board shall consist of the four Network officers and 10 directors as follows—two directors at large and two directors from each of the following regions:
A. Eastern: Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Puerto Rico, Rhode Island, Vermont and Virgin Islands
B. Midwestern: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin
C. Southern: Alabama, Arkansas, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia and West Virginia
D. Western: Alaska, American Samoa, Arizona, California, Colorado, Guam, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Trust Territory of the Pacific Islands, Utah, Washington, Wyoming, and the Governments of the Northern Mariana Island.
Section 3. Election. The Executive Board shall be elected at the annual meeting of the membership by vote of the members. Each officer and director shall hold office until a successor is elected and qualified. All Executive Board officers and directors shall be qualified legislative members at the time of their election to office.
Section 4. Terms of office. The length of term for Executive Board officers and directors is one year. Officers shall hold their positions for one term only. Directors may serve a maximum of two consecutive terms; however, a director may run for office again after one or more years has intervened.
Article VII—Advisory Council
Section 1. Membership. The Advisory Council is comprised of two members from each state. All Advisory Council members shall be qualified Network members at the time of their election to the Council. The Advisory Council shall be politically balanced with a member from each body in the state legislature.
Section 2. Duties. Advisory Council members shall be the liaisons between their states and the Network. They shall work with the Executive Board in fulfilling the purpose of the Network. They shall work with the Network on activities and events within their state, provide information to the Network regarding organizations and activities involving women legislators, and shall assist with leadership development and fundraising efforts as determined by the Executive Board. Advisory Council members shall be the state contacts for the Executive Board officers and the NCSL Network liaison.
Section 3. Terms of Office. The Advisory Council members may serve two consecutive one-year terms. Each Advisory Council member shall hold office until a successor is elected and qualified.
Section 1. Annual Meeting. The purposes of the Network annual meeting are to elect Network officers, Executive Board directors and Advisory Council members, adopt an annual budget, consider amendments to the Bylaws, and transact any other business that serves the purposes of the Network. The annual meeting of the Network shall be held at the NCSL annual meeting. Notice of the Network annual meeting shall be published in NCSL annual meeting publications; no other notification shall be required.
Section 2. Regular Meetings. The Executive Board shall determine the number of regular meetings. Regular meetings should coincide with dates and sites of the NCSL Spring Forum, Annual Meeting and Fall Forum. Notice of these meeting shall be published in NCSL meeting publications; no other notification shall be required.
Section 3. Special Meetings. If petitioned by three Board members, the President shall call a special meeting of the Executive Board. The President may call special meetings of the Executive Board on her own initiative.
Section 4. Committee Meetings. Committee meetings may be held by call of the committee chair, the Network President or the Executive Board.
Section 5. Conference Telephone. Executive Board or committee members may participate in a meeting by conference telephone or similar communications equipment. Failure to participate shall be considered an absence. Records of the meeting shall be kept as though it were a regularly scheduled meeting.
Section 6. Quorum. A quorum of the Executive Board shall consist of one-third of the members of the Executive Board, and a simple majority vote is required for the transaction of any official business. A quorum of the general membership shall consist of a majority of the members present.
Article IX—Nomination, Election and Terms of Office
Section 1. Nominating Committee. Not later than 90 days prior to each annual meeting of the Network, the President shall appoint a three-person nominating committee. The nominating committee shall consist of one person from the Network’s general membership and two from the Executive Board. The President shall not serve on the nominating committee.
The Nominating Committee shall recommend persons to be elected to the offices of President, President-Elect, Vice President, Executive Board directors and Advisory Council members. Insofar as possible, consideration shall be given to providing reasonable racial, ethnic, partisan and geographic balance among the list of nominees submitted by the nominating committee, provided that nothing herein shall require the establishment of any quota. To the extent possible, the nominees for President, President-Elect and Vice President shall alternate political party. The nominating committee shall present a slate of nominees to the general membership at the Network’s annual meeting; provided, however, that additional nominations may be made from the floor by the general membership. Any member present may make additional nominations from the floor with the consent of the person who is being nominated.
Section 2. Election. Election requires a majority vote of those present and voting. Elections shall be done by voice vote, unless another method of election is requested by motion and adopted by majority vote.
Any officer or director position may be declared vacant if the person holding the position misses two consecutive Board meetings without being excused by the President.
In the event of a vacancy in the position of President, the President-Elect shall assume the office, duties and responsibility of President for the remainder of the term.
In the event of a vacancy in the positions of President and President-Elect, the Vice President shall assume the office, duties and responsibility of President for the remainder of the term.
In the event of a vacancy in the position of Immediate Past President, the President, with the approval of the remaining members of the Executive Board, may appoint a former President who meets the qualifications for Network membership to complete the term of the Immediate Past President.
If a vacancy in any other position on the Executive Board occurs, notice of the vacancy shall be sent to Network members. Network members interested in the vacant position shall advise the Executive Board. The remaining members of Executive Board shall consider the applications and, by a majority vote, shall select an individual to fill the vacancy for the remainder of the term.
If a vacancy in the Advisory Council occurs, a regional board member may submit a name to the Executive Board. By a simple majority vote, the Executive Board shall select an individual to fill the vacancy for the remainder of the term.
Section 1. Fiscal Year: The fiscal year for the Network shall be the same as the fiscal year of NCSL.
Section 2. Revenue: The Network shall be financed by funds solicited by the organization and/or through the activities of the Finance/Fundraising Committee, the Executive Board, Advisory Council, Network Alliance Committee, or other persons designated to have such authority through a majority vote of the Executive Board. Funds may be solicited from groups both public and private, including foundations.
Section 3. Disbursement: All checks, drafts, or orders for payment of money, notes or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Network and in such manner as shall be determined by the Executive Board and consistent with NCSL policy. Any expenditure must be consistent with the purposes for which NCSL and the Network were established and no expenditure will occur that would jeopardize the Foundation’s tax status as a not for profit. No expenditures will be used for lobbying activities.
Section 4. Fiscal Agent: NCSL is the fiscal agent for the Network and as such will maintain and report all finances of the Network in accordance with NCSL's designation as financial service agent.
Section 5. Contracts: The Executive Board may authorize any officer or agent to negotiate contracts for services with NCSL, other individuals or organizations as determined by the Executive Board of the Network. All proposals and contracts must be reviewed and approved by the Executive Board and submitted to NCSL for review prior to commitment and approval.
Section 6. Audits: An audit will be conducted by NCSL in accordance with the memorandum of agreement.
Section 7. Distribution of Assets if Dissolved. Prior to the dissolution of the Network, the Executive Board shall determine the method by which assets remaining in the Network's treasury shall be distributed to NCSL.
Article XII—Women in Informal Networking Groups (WINGS)
The Network may cooperate with or establish relationships with other groups, public or private, that share the organization's goals or advance its purpose. Any formal agreement with such organizations or groups must proceed in accordance with Article XI, Section 5.
Article XIII—Women’s Legislative Network Alliance
The Women's Legislative Network Alliance is comprised of association, foundation and corporate contributors to the Network. The Alliance members assist the Network by providing consultation and financial support for activities and programs. Alliance members are not voting members of the Network.
Resolutions that advance the policy interests of the Network may be prepared in proper form for debate and action by the Executive Board and for submission to the general membership. The Network shall not take a position on a policy that has not been adopted by NCSL in accordance with NCSL rules, procedures and bylaws.
The Executive Board shall first consider proposed amendments to these bylaws. If approved by the Executive Board, proposed bylaw changes shall be submitted to NCSL for review. If approved by the Executive Board and NCSL, the proposed amendment(s) shall be presented to the general membership at the Network’s annual meeting.
To the extent possible, the general membership shall be notified of proposed amendments to the bylaws prior to the Network’s annual meeting. Notification may occur by mail or by publication on the Network’s Web site. If the proposed amendment(s) is publicized prior to the annual meeting, a majority vote of the members present and voting shall be required for passage. If prior notice is not given a two-thirds vote of the members present and voting shall be required.
Amended 7/30/96 and submitted to the NCSL Executive Committee on 12/11/96