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Bylaws

Article I: Name Article IX: Committees
Article II: Purposes Article X: Constituent Groups
Article III: Program Article XI: Elections and Terms
Article IV: Membership Article XII: Rules of Operation
Article V: Membership Assembly Article XIII: Compensation
Article VI: Delegate Assembly Article XIV: Indemnification and Insurance
Article VII: Governing Council Article XV: Records
Article VIII: Association Leadership Article XVI: Ammendments

You can also download the NWSA Bylaws as a PDF.

Article I: NAME
The name of this corporation shall be The National Women's Studies Association, Inc., hereafter referred to as NWSA or the Association.

Article II: PURPOSES
The corporation is organized and shall be operated exclusively for charitable and educational purposes as may qualify it for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or its successor provisions. Said charitable and educational purposes include actively supporting and promoting feminist education, and supporting feminists involved in that effort at every educational level and in every educational setting.

NWSA is a professional organization dedicated to leading the field of women's studies, as well as its teaching, learning, research, and service wherever they be found.

Our members actively pursue a just world in which all persons can develop to their fullest potential – one free from ideologies, systems of privilege or structures that oppress or exploit some for the advantage of others. In support of their work, we believe:
  • Women's studies are vital to education;
  • Women’s studies are comparative, global, intersectional, and interdisciplinary;
  • Scholarship, activism, and teaching are inseparable elements of a single whole.

We are further committed to a vision of education and scholarship that includes:
  • Faculty, students, centers, other campus organizations, and community scholars;
  • The exchange of regional, national, and international scholars; and
  • Critical reflection and dialogue among community organizations on the social meaning and use in women's and gender studies broadly conceived.
We serve our members through publications, convening meetings, professional development activities, and support of scholarship that transforms knowledge of women and puts that knowledge into practice. As such, we lead the field of women’s studies in educational and social transformation.

Article III: PROGRAM
The program of the Association aims to make manifest and put into action the Association’s purpose as stated in these bylaws. The areas of activity listed below, and others appropriate to the Association, may be developed by the governing bodies of NWSA.
  • Outreach, public information, and communication;
  • Research and research dissemination;
  • Curriculum and program development, evaluation, and consultation; and
  • Programs that address the needs and interests of members, such as leadership training, skills development, professional development, or anti-oppression education.

Article IV: MEMBERSHIP
A. Qualification. Membership in the organization shall be available to individuals and groups involved in feminist teaching, learning, research, administration, activism, and service provided they accept the mission of NWSA and pay the currently stipulated membership dues unless specifically waived.

B. Dues. The Governing Council (GC) shall determine dues of membership in the Association. The GC may adjust or waive dues upon specific petition of hardship.

C. Classes. There shall be two (2) classes of membership:
  1. Individual. Individuals who support the purposes of the Association.
  2. Institutional. Academic or community-based programs, institutions, groups, and organizations that support the purposes and programs of NWSA. Institutional members are required to have some form of policy-making or advisory board, or an administrator recognized by a college or university.

D. Rights. Only individual members in good standing may vote, hold office within the Association, or present at the national conference except under specific invitation from the national conference committee or exceptional circumstances, at the discretion of the GC.

E. Duty. It is the duty of all members to promote the interests and well-being of NWSA.

F. Term. The term of association membership shall be one (1) year renewable at the end of the term provided the member continues to qualify for membership and has paid annual dues. Annual membership begins January 1 and ends December 31, regardless of when dues are paid.

G. Resignation. A member may resign at any time provided said resignation is in writing, addressed to the GC. A resignation is effective upon receipt by the Association. Dues will not be refunded.

H. Expiration. Upon the failure to pay annual dues, membership and its privileges in the Association will expire. Expired memberships may be reinstated at any time by payment of dues.

I. Removal. Any member may be recommended for removal for cause by the conflict resolution committee. A member who is being considered for removal shall be given written notification before action is taken and shall be allowed an opportunity to defend against specific allegations.

Article V: MEMBERSHIP ASSEMBLY
A. Assemblies. The NWSA membership shall meet once (1) annually through its Membership (MA) at the time and place of the national convention for the purpose of:
  1. Receiving an annual report of the status of the Association
  2. Deliberating upon recommendations for fostering the mission of NWSA
  3. Deliberating upon non-binding referenda
  4. Compiling member concerns to be presented to the Delegate Assembly, and
  5. Considering such other business as may properly come before the members

B. Meeting Chair. The President shall convene and chair the MA and set the agenda for the MA.

C. Quorum and Voting. Those members who are present and eligible to vote, but not fewer than thirty (30) in number, shall constitute a quorum at the MA. Whenever any corporate action is taken by vote of the members it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members may vote by mail without a meeting on a stated proposal or for the election of officers or delegates at large to the DA.

D. Abstention. Failure to vote shall count as an abstention. Abstentions shall not affect quorum.

E. Proxy. Voting by proxy is expressly disallowed, and no individual shall have more than one (1) vote.

F. Notice. The Association shall provide members not less than ten-days (10) and not more than ninety-days (90) notice of the meeting. Notice shall be given in writing, shall state the place, date, and hour of the meeting. Notice for special meetings shall indicate the purpose for which the meeting is called. Waiver. Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation, or these bylaws, a written waiver thereof, signed by the person(s) entitled to said notice and filed with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent of such notice. In addition, any member who attends a meeting of the MA in person, without protesting at the commencement of the meeting the lack of notice thereof, without protesting at the commencement of the meeting, such lack of notice shall be conclusively deemed to have waived notice of such meeting.

G. Submission. The Vice President shall solicit proposed actions through appropriate means.

a. MA proposals may be submitted by individual members of NWSA
b. All proposals must be submitted thirty (30) days prior to the meeting of the assembly and posted on the NWSA Web site at least twenty-five (25) days prior to meeting

H. Special Submission. Proposed actions may be submitted for consideration fewer than thirty (30) days, but not fewer than twenty-four (24) hours, before the assembly if both of the following criteria are met:

1. The substance is time-sensitive or significant to mission or operation.
2. After quorum is met, three-fourths (3/4) of assembly members who are present vote affirmatively to consider the action. The vote to include the item on the agenda shall be taken without discussion.

I. Actions of the Assembly. Actions of the MA shall be in the form of non-binding recommendations and proposed resolutions in the MA. Appropriate actions shall be forwarded to the DA.

J. Limitations. Actions of the MA may not proceed to a vote if they will:
a. Commit Association resources or negatively impact its financial position
b. Impede the Association’s ability to carry out its fiduciary responsibilities
c. Violate the Association’s Code of Ethics
d. Contain erroneous, tortious, or possibly libelous statements
e. Threaten the Association’s legal standing as a tax-exempt organization
f. Open the Association up to possible liability or lawsuit
g. Alter the mission, purpose of the Association, or its bylaws that the resolution did not explicitly intend to alter

Article VI: DELEGATE ASSEMBLY
A. Assemblies. The NWSA Delegate Assembly (DA) shall meet once (1) annually at the time and place of the national convention for the purpose of:
  1. Receiving an annual report of the status of the Association
  2. Deliberating upon MA recommendations and DA resolutions for fostering the mission of NWSA
  3. Deliberating upon member concerns as compiled by the MA and forwarded to the DA
  4. Making public NWSA’s position on an issue of relevance to its mission
  5. Strengthening, improving, and/or advancing the organization by proposing
  • Amendments to the bylaws
  • New, revised, or amended operating policies
  • Additional constituent groups or standing committees

B. Meeting Chair. The Vice President shall convene and chair the DA and set the agenda for the DA.
C. Members. The DA shall consist of:
  1. The five (5) association officers and the chair of each standing committee,
  2. Five (5) members-at-large elected by the members of NWSA, and
  3. The chair of each recognized region, caucus, and task force.

D. General Duties. All members of the DA must attend MA and DA meetings. Each DA member shall solicit and compile the issues of concern from the group she/he represents so that it may be represented at the DA.

E. Additional Duties of Members-at-large of the DA. Specific duties of members-at-large are listed below.

1. Members-at-large shall work individually and/or collaboratively to initiate and develop outreach activities to increase member participation in NWSA governance and NWSA activities.

2. Members-at-large shall develop and help implement processes and procedures that will enable communication and knowledge sharing between and among the general membership and the DA.

3. Members-at-large shall work with standing committees and other NWSA bodies to help develop methods and practices designed to increase membership participation in NWSA.

F. Quorum and Voting. A simple majority of Delegate Assembly members shall constitute a quorum of the DA. Whenever any corporate action is taken by vote of the members it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by 60 percent of the votes cast at a meeting of members by the members entitled to vote thereon.
  1. For each constituent group represented in the DA, the vote may only be cast by the chair of record.
  2. No individual may serve as the voting delegate of more than one (1) constituent group.
  3. The chair may vote if the vote is by ballot, or if the vote cast by the chair would change the outcome of the vote (i.e. a tie or the chair’s vote will result in a tie, hence defeating the motion).

G. Abstention. Failure to vote shall count as an abstention. Abstentions shall not affect quorum.

H. Proxy. Voting by proxy is expressly disallowed, and no individual shall have more than one (1) vote.

I. Notice. The Association shall provide members not less than ten-days (10) and not more than ninety-days (90) notice of the MA meeting. Notice shall be given in writing, shall state the place, date, and hour of the meeting. Notice for special meetings shall indicate the purpose for which the meeting is called.

J. Submission. The Vice President shall solicit proposed actions through appropriate means.
a. DA proposals may be submitted by members of the DA.
b. All proposals must be submitted thirty (30) days prior to the meeting of the assembly and posted on the NWSA Web site at least twenty-five (25) days prior to meeting

K. Special Submission. Proposed actions may be submitted for consideration fewer than thirty (30) days, but not fewer than twenty-four (24) hours, before the assembly if both of the following criteria are met:
  1. The substance is time-sensitive or significant to mission or operation.
  2. After quorum is met, three-fourths (3/4) of assembly members who are present vote affirmatively to consider the action. The vote shall be taken without discussion.

L. Actions of the Assembly. Actions of an assembly come in the form of resolutions in the DA. Appropriate actions shall be forwarded to the GC.

M. Limitations. Actions of an assembly may not proceed to a vote if they will:

a. Commit Association resources or negatively impact its financial position
b. Impede the Association’s ability to carry out its fiduciary responsibilities
c. Violate the Association’s Code of Ethics
d. Contain erroneous, tortious, or possibly libelous statements
e. Threaten the Association’s legal standing as a tax-exempt organization
f. Open the Association up to possible liability or lawsuit
g. Alter the mission, purpose of the Association, or its bylaws that the resolution did not explicitly intend to alter

Article VII: GOVERNING COUNCIL
A. Governing Authority. The Governing Council (GC) serves as the chief governing authority of the Association and shall manage the affairs of the Association in accord with state and federal law as well as these bylaws of the Association. The GC shall have all the powers and duties necessary for the administration of the affairs of the Association. Only the GC, acting as a whole or as delegated to the executive committee, may exercise the powers of the board of directors as defined by state law. As such, the GC shall take actions necessary to the ongoing operation and well-being of the Association.

B. Duties. The GC’s specific duties include, but are not limited to, the following:

  1. Develop policy and take action necessary to the Association’s operations
  2. Allocate the resources and approve the budget of the Association
  3. Hire, fire, direct and supervise the executive director
  4. Determine dues of membership in the Association
  5. Establish and oversee the operation of committees of the Association
  6. Authorize the formation of any constituent group
  7. Decide on the location of the national office
  8. Decide on the location of the national conference
  9. Initiate projects to maintain or advance the well-being and mission of NWSA
The GC implements recommendations and resolutions passed by the assemblies provided they meet the rules of order.

C. Members. All GC members must remain members of the Association in good standing at all times. The number of GC members may vary depending upon the number of standing committee chairs and DA representatives. The GC shall consist of the following:

  1. Association officers
  2. Standing committee chairs
  3. One (1) member-at-large elected by and from among the members-at-large
  4. One (1) regional chair elected by and from among the regional chairs
  5. The chair of the Women of Color Caucus
  6. The chair of the Lesbian Caucus
  7. One (1) chair elected by and from among the caucus and task force chairs other than those above
  8. The executive director as a non-voting member

Should an individual vacate chair-ship of her/his constituent group, the remainder of the unexpired term shall transfer to that group’s new chair.

D. Resignation. A GC member may resign at any time by giving written notice to the President. Resignation shall be effective upon delivery. If the resigning member is the President, written notice of resignation shall be delivered to the Vice President.

E. Removal. Any GC member may be removed for cause by an affirmative vote of three-fourths (3/4) of the remaining members of the GC. Cause includes, but is not limited to:

  1. Failure to adequately complete duties or tasks assigned to the position
  2. Failure to adequately participate in GC votes and business
  3. Failure to attend two (2) consecutive meetings of the GC
  4. Material violation of these bylaws, NWSA policy, state or federal law
A GC member being considered for removal shall be given written notification before action is taken and shall be allowed an opportunity to defend against specific allegations.

A GC member removed for cause may appeal to the conflict resolution committee for final determination after appropriate investigation of the case.

F. Vacancies. Should a vacancy occur among the officers or standing committee chairs, the remaining members of the GC shall elect a replacement to serve the remainder of the unexpired term.

G. Meetings. The president shall convene and chair the Governing Council a minimum of two (2) times per year. The GC shall meet in person and may also meet by conference telephone or similar communications equipment if all persons participating can hear one another at the same time. A special meeting of the GC may be called by a two-thirds (2/3) vote by members entitled to vote thereon or by the President. Any action required or permitted to be taken at any meeting of the GC may be taken without a meeting if a unanimous written consent which sets forth the action is 1) signed by each member of the GC, and 2) filed with the minutes of proceedings of the GC.

H. Quorum and Voting. Whenever any corporate action is taken by vote of the Governing Council it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a simple majority of the votes cast at a meeting of members by the members entitled to vote thereon. The GC may also take action by unanimous written consent.

I. Abstention. Failure to vote shall count as an abstention. Abstentions shall not affect quorum.

J. Proxy. Voting by proxy is expressly disallowed, and no individual shall have more than one (1) vote.

K. Notice. The Association shall provide GC members not less than ten-day (10) and not more than ninety-day (90) notice of the meeting at the direction of the President. Notice shall be given in writing, shall state the place, date, and hour of the meeting. Notice for special meetings shall indicate the purpose for which the meeting is called.

L. Waiver. Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation, or these bylaws, a written waiver thereof, signed by the person(s) entitled to said notice and filed with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent of such notice. In addition, any member who attends a meeting of the GC in person, without protesting at the commencement of the meeting the lack of notice thereof, without protesting at the commencement of the meeting, such lack of notice shall be conclusively deemed to have waived notice of such meeting.

M. Conflicts of Interest. The GC shall by resolution adopt a conflict of interest policy applicable to officers, GC members, members of assemblies, members of committees of the GC, and employees that shall define conflicts of interest (including competing financial interests or fiduciary duties), require that conflicts be disclosed and the conflicted person be recused from any decision-making with regard to the matter.

N. Executive Committee. The executive committee shall consist of the five (5) Association officers.

1. Meeting Chair. The President shall convene and chair the executive committee.

2. Purpose. This committee shall work with the executive director to ensure that the daily operations of the organization are carried out in a manner consistent with the governing documents, mission, and field leadership role of NWSA.

3. Meetings. Between meetings of the full GC, the executive committee may exercise certain of its powers and may conduct business by conference call. An officer may also request a meeting of the Executive committee. This committee is empowered to take action under the following circumstances:

a. The GC has referred the issue to the executive committee
b. Extraordinary circumstances which require immediate response
c. Any circumstances in which legal counsel may be required
d. Matters of routine administration involving minor changes
e. Any other matter requiring action prior to the next GC meeting

4. Quorum and Voting. Whenever any corporate action is taken by vote of the Executive Committee it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a simple majority of the votes cast at a meeting of members by the members entitled to vote thereon.

5. Abstention. Failure to vote shall count as an abstention. Abstentions shall not affect quorum.

6. Proxy. Voting by proxy is expressly disallowed, and no individual shall have more than one (1) vote.

All executive committee decisions must be communicated to the GC within ten (10) days. The GC may override such decision with a two-thirds (2/3) majority vote within thirty (30) days of communication of the decision provided that the decision has not already taken effect.

Article VIII: ASSOCIATION LEADERSHIP
A. Officers.
The five (5) officers of NWSA shall be the President, Vice-President, Treasurer, and Secretary, all of whom are to be elected by association membership in the annual general election. In addition, the immediate Past President shall serve as a voting member for one year term ex officio.

1. President. The President shall convene and chair the GC, the executive committee, the MA, and the national conference. The President shall have all the general powers and duties usually vested in the office of the president of a corporation, including but not limited to the following:

a. Maintain ex officio membership on all committees
b. Serve as NWSA spokesperson in partnership with the executive director
c. Act as liaison to other organizations as necessary
d. Provide content leadership for the national conference
e. Conduct the affairs of the Association in the absence of an executive director
f. Work to ensure that the affairs of the Association are carried out consistent with the mission, bylaws, and policies of NWSA

Each President shall complete duties in regard to the conference planned during her/his term though governance duties may transition in accord with a different election schedule.

2. Vice President. The Vice President shall convene and chair the DA. The Vice President shall also:

a. Verify active status of every constituent group
b. Solicit proposed actions for assemblies and ensure their appropriate posting before the meeting.
c. Maintain regular contact with members of the DA
d. Present to the GC resolutions passed by the DA
e. Assume all presidential duties in the absence of the President

3. Past President. The immediate Past President shall serve one year ex officio at the close of her/his presidency. The Past President shall chair the personnel committee. In the absence of a Past President, the President shall appoint a chair of the personnel committee.

4. Treasurer. The Treasurer shall be responsible for the Association's financial record-keeping and reports. The Treasurer shall chair the finance committee and:

a. Assist and oversee the executive director in NWSA’s financial transactions
b. Assist the executive director in preparing and submitting financial reports and the annual budget to the GC and assemblies

5. Secretary. The Secretary shall be responsible for seeing that a record of all Association proceedings is kept. The secretarial duties are to:

a. Ensure proper notice for GC, executive committee, and assembly meetings
b. Keep and distribute minutes of those meetings to their respective members no more than thirty (30) days after the end of the meeting

B. Executive Director. The GC may appoint and employ an executive director to hold office at its discretion to be the chief executive officer of the Association. The appointment and/or reappointment of an executive director shall be contingent upon the financial state of the Association and annual performance evaluations.

1. Duties. The executive director shall work under the direction of the GC to execute the policies and strategic plan of NWSA in a manner that is consistent with these bylaws, the NWSA policy, and state and federal regulations. The executive director shall be responsible for providing continuity for the governing bodies of NWSA and for managing the daily operation and business of the Association. Responsibilities and expectations of the executive director are maintained by the personnel committee.

2. Performance Review. The personnel committee shall conduct an annual performance review of the executive director and report its findings to the GC.

3. Delegation. In the event that NWSA does not have an executive director, the President may delegate executive director duties among members of the GC.

Article IX: COMMITTEES
A. Standing Committees. Standing committees are charged with tasks necessary for governance of the Association. GC members may sit on any Committee. Other Association members may sit on any committee not having and exercising the power of the GC.

The following shall be standing committees of the Association:

1. Finance Committee. This committee shall have the Treasurer as its chair. The duties of this committee are to:

a. Develop, review, and monitor finance policies
b. Review semi-annual financial reports submitted by the executive director
c. Advise the Association on financial priorities
d. Oversee financial operations and report irregularities or opportunities
e. Work with the executive director to oversee short and long-term investments
f. Approve selection of any auditor or reviewer and work with the same
g. Review the executive director’s recommendations regarding budget requests
h. Assist the executive director in preparing a fiscally sound annual budget that is consistent with the plans and mission of the Association

2. National Conference Committee. The national conference committee shall be appointed and chaired by the NWSA President. The duties of this committee are to:

a. Provide intellectual leadership for the national conference under the guidance of the President
b. Plan all aspects of the national conference in accordance with conference policy and procedure as developed over time and with NWSA’s mission

The national conference committee may solicit additional volunteer assistance in implementing its duties.

3. Personnel Committee. This committee shall be chaired by the Past President and include members of the executive committee. The duties of this committee are to:

a. Coordinate search processes for the position of executive director
b. Annually review the performance of the executive director and report findings to the GC
c. Work with the finance committee to recommend executive compensation.
d. Handle conflicts that arise between the executive director and the staff.
e. Advise the executive director regarding staff management and compensation.

4. Elections Committee. The duties of the committee are to:

a. Solicit candidates for leadership
b. Conduct all elections within the Association
c. Ensure that election procedures are followed
d. Monitor compliance with documented elections procedures
e. Review election policies of all groups within the Association to ensure such policies are consistent with these bylaws, state, and federal law

5. Ethics, Equity, Accessibility, and Diversity Committee. The duty of this committee is to oversee compliance with NWSA goals to increase diversity, inclusiveness, and to provide reasonable accommodations and render all NWSA activities and projects accessible.

6. Membership, Educational Outreach, and Programs Committee. Duties of the committee are to:

a. Oversee all Association awards and recognition processes
b. Evaluate the educational needs of NWSA members to develop programs that address those needs

7. Program Administration and Development (PA&D) Steering Committee. Duties of the committee are to:

a. Actively work for the inclusion of administrator issues at the national conference
b. Administer projects that address the needs of women’s studies administrators

8. Women’s Centers Steering Committee. Duties of the committee are to:

a. Actively work for the inclusion of center issues at the national conference
b. Administer projects that address the needs of women’s centers

B. Meetings. All standing committees shall meet once (1) at the annual conference. Standing committees may conduct business by electronic means.

C. Committee Rules. Unless the GC provides otherwise, each standing committee may make, alter, and repeal rules for the conduct of its business. In the absence of a contrary provision by the GC or in rules adopted by such committee, a majority of the entire authorized number of members of each committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and each committee shall otherwise conduct its business in the same manner as the GC conducts its business. Any action required or permitted to be taken at any meeting of such committee may be taken without a meeting if a written unanimous consent. Committee meetings may be held by conference telephone or similar communications if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by such means constitutes presence in person at the meeting. Minutes shall be kept of each meeting.

D. Ancillary Structures. The Association’s ancillary structures are as follow:

1. Conflict Resolution Committee. There shall be a free-standing conflict resolution committee, which functions when called upon to resolve disputes brought to it from any part of NWSA, including employees of the Association. Neither the chair nor its members serve on the GC.

a. Members. This committee, including the chair elected by the general membership, shall consist of at least three (3) members appointed by the chair. The President and executive director may serve as advisors with regard to procedure.

b. Duties. It is the responsibility of this committee to review, revise, and approve any NWSA conflict resolution procedures. The chair of this committee shall be responsible for convening the committee and reporting its actions to the GC.

2. Ad Hoc Committees and Advisory Boards. The GC may create ad hoc committees to address timely needs of the Association. These committees must have a specified term of no more than three (3) years. Unless reauthorized by the GC, all such bodies dissolve automatically at the end of their term. They may be dissolved earlier by a two-thirds (2/3) vote of the GC. The executive director may convene Advisory Boards as appropriate in support of her/his duties or the mission and healthy operation of the Association. Neither chairs nor members of these bodies sit on the GC by virtue of this service.

Article X: CONSTITUENT GROUPS
A. Types. The Association has four (4) forms of constituent groups, three (3) of which participate in governance through the DA. Those three (3) require formal recognition and include Regions, PA&D and Women’s Centers committees, Caucuses and Task Forces. The fourth (4) type – Interest Groups – serves programmatic and networking functions and exist on an ad hoc basis. Constituent groups may make recommendation to the GC but have no binding governance authority.

1. Regions. The Association shall be divided into geographic regions. Individual members of the Association are automatically members of their region for the purposes of Association governance. Regional affiliation shall be assigned based on the mailing address provided by the member on her/his membership form. Regions exist to:

a. Encourage regional outreach, organizing, development, and networking.
b. Provide members of each region an elected chair whose primary duty is to represent the concerns and issues of the individual and group members of the region.
c. Regional chairs shall serve as liaisons between NWSA and regional associations.
d. Regional chairs may be called upon by NWSA to contact and promote regional membership or to assist in outreach to regional members

2. The PA&D and Women’s Centers Committees. These groups provide automatic constituent group membership for program administrators and women’s centers, respectively, and are a vital part of the mission of the organization as a whole.

The PA&D serves as a liaison with institutional women's studies departments and programs; develops research, documents, resources, and projects supporting the establishment and maintenance of such programs; and develops pre-conference programming. Committee membership should reflect the diversity of departments, programs, and centers, as well as the differing types of institutions and educational levels in which they are located.

The women’s centers committee advances the vital role that women’s centers play in the field of women’s studies. It supports the scholarship and best practices of women’s centers, including developing research, documenting resources, building network alliances, and designing projects supporting women’s centers.

3. Caucuses and Task Forces. Caucuses designate groups that are under-represented within society or NWSA as an organization. Task Forces focus on an issue or problem, relevant to the policies and principles of NWSA and women's studies that can be addressed through action.

4. Interest Groups. Interest groups serve programmatic and networking functions and exist on an ad hoc basis. They are groups that allow members to get involved in NWSA without governance or operating document responsibilities and may serve as an initial step in building interest among those wanting to establish a caucus or task force. Bound by the same code of ethics as other constituent groups, formation requires a simple petition to the office of the Association.

B. Status and Operation.
1. Members. Individual Association members in good standing may also be members of constituent groups. Membership shall be designated by the individual on her/his annual membership form.

2. Recognition. In order to be formally recognized by NWSA and become a voting member of the DA, a constituent group must submit to the DA a request for recognition via a resolution proposing the recognition of an additional constituent group. The request for recognition must include the following:

a. Minutes from a planning meeting held at the NWSA annual conference that include:
i. A statement identifying the group, its form, and its benefit to NWSA
ii. Signatures of twenty (20) current members in good standing as the group’s founders
iii. The name and contact information of the founding chair

b. Inaugural operating documents and statement of mission consistent with that of the Association, these bylaws, NWSA policy, state and federal laws.

c. The GC shall maintain a current list of all formally recognized groups and see that the list is published to the membership as appropriate.

3. Chairs. Each group shall have an elected chair. Chairs must be individual members of NWSA throughout their term in office. The formally recognized chair must attend in the annual DA meeting, where each group is entitled to one (1) vote.

4. Changes. Changes to any constituent group’s purpose or geographic reach shall be submitted to the DA and approved by the GC.

5. Dissolution. Any group may decide to dissolve. A formal statement of dissolution with signatures of the group members who participated in the dissolution shall be given to the Vice President.

6. Immediate Removal. If a constituent group is charged with a violation of these bylaws, NWSA policy, or state or federal laws, the charge will be submitted to the conflict resolution committee. If the conflict resolution committee finds the group in violation, the group may immediately lose NWSA recognition, or be assigned particular conditions under which the group must operate to retain recognition.

7. Reinstatement. Constituent groups may petition for reinstatement in the DA by submitting a request to the Vice President within a year of removal. Petitions for reinstatement shall be considered by the GC. Should the GC reinstate a group, the group shall undergo one (1) year of probationary status.

8. Operation. The GC may, from time to time, make resolutions regarding the operations and activities of the Constituent Groups, consistent with these bylaws.

Article XI: ELECTIONS AND TERMS
Elections occur to select members to serve in governance and leadership roles within the Association, and to vote upon issues related to Association governance and operations.

A. Types of Elections.

1. General Elections. General elections are held at least once (1) annually to fill vacancies among officers, standing committee chairs, members-at-large of the DA, and conflict resolution committee chair and members as described in these bylaws, and to vote on issues related to Association governance and/or business.

2. Regional Chair Elections. The members of each region shall elect its chair(s) to serve terms as designated by the region. Members may vote in only one regional election as determined by the mailing address provided by the member on this her/his membership form.

3. Constituent Group Elections. Constituent elections are held as needed to fill leadership positions or vote on governance matters within those groups. Voting is limited to members of the constituent group who meet membership requirements established by the group and published through its operating documents.

4. Special Elections. A special election may be used to fill vacancies that occur between regularly scheduled elections, or to vote on matters that cannot await such an election.

B. Qualifications for Election.

1. Eligibility to Vote. Those who are on record as individual members of NWSA no less than thirty (30) days before the published date of ballot production will be eligible to vote in the general election. Election ballots will be made accessible to the membership no less than thirty (30) days, and no more than sixty (60) days, before the deadline for their submission. General elections are conducted by the elections committee.

2. Eligibility to Run. All candidates for election must be individual members of NWSA, and must remain individual members throughout their term in office. No individual may hold more than one (1) elected office at any given time.

a. Additional qualifications to run for particular leadership positions may be established. The elections committee shall monitor compliance and ensure qualification criteria are known.

C. Conduct of Elections. Distribution of ballots and casting of votes shall follow NWSA policy and procedure as approved by the GC, and monitored by the elections committee. Procedures will minimally include timelines, means of distributing ballots to all who are eligible to vote, and determination of outcome.

D. Terms and Term Limits.
1. Governing Council. GC members may not serve more than two (2) successive terms in the same position or a total of ten (10) consecutive years on the GC. An exception to the ten-year (10) limit may be made to accommodate the term of the Past President’s service on the Personnel Committee.

2. Officers. Association officers shall serve two-year (2) terms

3. Standing Committees.
a. Standing committee chairs shall serve three-year (3) terms.
b. Non-chair committee members may serve up to three (3) two-year (2) terms.

4. Functional Positions.
a. The executive director serves ex officio.

5. Delegate Assembly. DA members serve ex officio and in accord with the terms of their positions as constituent group leaders.


6. Conflict Resolution Committee. The chair shall serve for two (2) years.

7. Members-at-large of the DA. Members-at-large shall serve three-year (3) terms, and may serve a maximum of two (2) consecutive terms. Members-at-large shall be elected by the membership and must be individual members of NWSA throughout their term in office.

8. Constituent Group Leadership. Terms are determined within each constituent group. However, any constituent group leader serving on the GC shall not serve longer than allowed by that body.

Article XII: RULES OF OPERATION
A. Offices. The principal office of the corporation shall be located at such place as the GC shall designate. If said office is outside of the State of Maryland, the GC shall meet once (1) a year within the state as required by Maryland law.

B. Association Funds.
1. Deposit of Funds. All funds of the Association shall be deposited in appropriate vehicles as the GC may designate from time to time.

2. Commercial Paper. All checks, drafts, notes, and evidence of indebtedness of the Association shall be signed by the executive director, the Treasurer, or one (1) other officer of the Association as designated by the GC. All such documents in an amount exceeding $5,000 shall be additionally signed by the Treasurer or co-signed by two (2) officers as designated by the GC.

C. Fiscal Year. The fiscal year of the Association shall commence on January 1 and terminate on December 31.

D. Prohibited Activities. Notwithstanding any other provisions of these bylaws, the Articles of Incorporation, or state law governing or pertaining to the Association, the Association shall not engage in or carry on any activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future federal income tax law).

1. Private Benefit. No part of the net earnings of the Association shall inure to the benefit of or be distributable to the directors or officers of the corporation, except that the corporation shall have the authority to pay reasonable compensation for services rendered to or for the corporation.

2. Political Influence. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or otherwise intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to candidates for public office.

3. Compensation. No member of the GC may receive compensation for serving on the GC or for performing duties normally associated with fulfilling the responsibilities of her/his elected or appointed position. No member of NWSA may receive compensation for engaging in activities normally associated with membership, including serving on committees and/or holding an elected or appointed position. NWSA members and GC members may be reimbursed for expenses incurred to attend meetings when authorized by the GC, and in circumstances stipulated in the NWSA policy.

4. Contracts. No member, GC member, or officer of the Association shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, nor unless such contract shall be authorized by the GC and unless the fact of such interest shall be known or disclosed to the GC at the meeting at which such contract is authorized.

ARTICLE XIII: COMPENSATION
A. Compensation Policy. In establishing appropriate compensation levels, whether as employees or under contractual arrangements, for an individual who is a GC member, officer, member of a committee with board-delegated powers, or anyone else exercising substantial influence over the Association, in addition to complying with the other provisions of this conflict of interest policy, the Board or committee shall:
  • Recuse/exclude members who receive directly or indirectly a substantial portion of their income from the Association;
  • Rely on appropriate comparative data, including comparable agreements in similar organizations; compensation levels for similar positions in both exempt and taxable organizations; and regional economic data; and
  • Document the bases upon which it relies for its compensation determinations.

B. Compensation Committee. The Board, may, pursuant to Article IX.D.2 of these Bylaws, establish a compensation committee to set appropriate levels of compensation. A compensation committee shall consist solely of disinterested persons with respect to the transaction in question and shall follow the above-outlined procedures.

ARTICLE XIV: INDEMNIFICATION AND INSURANCE
A. Definitions.
“Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or Congressional (or other body’s) investigation, hearing, or other proceeding.

“Eligible Person” shall mean any person who at any time was or is a GC member, a member of any committee or subcommittee, an officer, employee, or agent of the corporation.

B. Right to Indemnification. Any Eligible Person made a defendant to or respondent in a Matter by reason of his or her position with or service to the corporation shall, to the fullest extent permitted by law, be indemnified by the Association against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, unless it is established that (i) the act or omission of the Eligible Person was material to the matter giving rise to the proceeding and was (a) committed in bad faith or (b) was the result of active and deliberate dishonesty; or (ii) the Eligible Person received an improper personal benefit in money, property, or services; or (iii) in the case of a criminal Matter, the Eligible Person had reasonable cause to believe that his or her act or omission was unlawful.

C. Limitation on Right of Indemnification. Except where, pursuant to Article XV.D. of these Bylaws, an Eligible Person has been successful, on the merits or otherwise, with respect to such Matter, any indemnification hereunder shall be made only upon determination that the Eligible Person met the applicable indemnification standard set forth in XV.B above. Such determination shall be made by (i) the GC by a majority vote of a quorum consisting of GC members not, at the time, parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the GC consisting solely of two or more GC members not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full GC in which the designated GC members who are parties may participate; or (ii) by special legal counsel selected by the GC or a committee of the board by vote as set forth in subsection (i) of this section, or, if the requisite quorum of the full GC cannot be obtained therefore and the committee cannot be established, by a majority vote of the full GC in which GC members who are parties may participate.

D. Mandatory Indemnification. An Eligible Person who has been successful, on the merits or otherwise, with respect to such Matter, shall be indemnified against reasonable expenses incurred by him or her in connection with such Matter.

E. Indemnification of Witnesses. If the GC deems it in the best interests of the Association, an Eligible Person who is summoned as a witness or similarly involved in a Matter may be indemnified by the Association against all expenses reasonably incurred by him or her arising out of or in connection with such Matter.

F. Other Rights. The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder. This indemnification shall, in the case of the death of the person entitled to indemnification, inure to the benefit of his or her heirs, executors or other lawful representative.

G. Interim Indemnification. Reasonable expenses incurred by an Eligible Person who is made party to or respondent in a Matter described in Section B. shall be paid or reimbursed by the Association in advance of the final disposition of the proceeding upon Association by the Association of (i) a written affirmation by the Eligible Person of the Eligible Person’s good faith belief that the standard of conduct necessary for indemnification set forth in section B. above has been met; and (ii) a written undertaking by or on behalf of the Eligible Person to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. Payments under this section shall be authorized by the GC as set forth in Section C. above.

H. Insurance. The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him which arises out of such person's status in such capacity, or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.

ARTICLE XV: RECORDS
A. Recordkeeping. The Secretary or her designee shall keep or cause to be kept adequate minutes of all MA, DA, GC and committee meetings, and all meetings of committees with Board-designated powers reflecting at a minimum the names of those in attendance, any resolutions passed and the outcomes of any votes taken. When potential conflicts of interests are discussed, the minutes shall include: the names of the persons who disclosed financial interests; the nature of the financial interests; whether or not the GC determined that a conflict existed; the names of the persons present for the discussions and votes related to the relevant transaction or arrangement; the content of those discussions, including any alternative transactions or arrangements; and a record of the vote. At the request of any participating GC member, the records of such discussions and individual votes may be kept sealed, with only the outcome reported publicly.

B. Public Disclosure. The corporation shall keep available for public inspection at its principal place of business and any branch office copies of the Form 1023 (exemption application) as filed and any Form 990 (information tax return) filed within the past three years. Names and identifying information of contributors shall be redacted from publicly available copies. In addition, as required by the tax code and regulations, the Association shall either 1) make such materials widely available to the public, such as by posting on the Internet, or 2) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing. This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the Association is the target of a campaign of harassment.

ARTICLE XVI: AMENDMENTS
These bylaws may be amended by the affirmative vote of at least two-thirds (2/3) of GC members. A proposed amendment may be submitted, in writing, by any member to the President. Written notice of the proposed amendment must be given to the full NWSA membership for comment at least sixty (60) days prior to the vote. Amendments as adopted by the GC shall be published on the NWSA website following the vote.