AMENDED ARTICLES OF CONFEDERATION OF MINNESOTA FEDERATION OF WOMEN’S CLUBS, INCORPORATED 2020
ARTICLE I Name
The name of this corporation is GENERAL FEDERATION OF WOMEN’S CLUBS OF MINNESOTA, INC.
ARTICLE II Purpose
The purpose of this corporation shall be to effect a perma-nent affiliation of the Women’s Club of the
State of Minnesota whose purposes are limited to charitable purposes as defined under Section 501 C (4) of the Internal Revenue Service; its plan of operation shall be to effect the above purposes through the deliberation and decision of the authorized meetings of the Federation and its counsel and
officers, boards and committees and by scholarship loans.
The duration of the corporation shall be perpetual.
There shall be no personal liability of any member for corporate obligations.
ARTICLE III Registered Office Address
The registered office address shall be changed at the discretion of the Board of Directors.
ARTICLE IV Membership and Dues
Any clubs of women within the State of Minnesota having the same or similar aims or purposes as stated in these Articles may be admitted to membership.
Similar clubs of men and women are also eligible to membership upon the same conditions as a women’s club, provided that women shall represent such clubs to this corporation.
Auxiliaries of national and state organizations whose purposes are in harmony with those stated in Article II hereof may be admitted to membership as associated clubs.
ARTICLE V Officers and Annual Meetings (No longer in effect. See May 2, 2009 revision below.)
The general officers shall be the President, who is also the General Federation Director; President Elect;
two Vice-presidents; Recording Secretary; Treasurer; Historian; Editor of the Official Publication; and the District President of each Federation District of the State of Minnesota; that the names and addresses and term of office of the officers are attached hereto and made part hereof.
The officers, excepting the President, District Presidents and Editor of the Official Publication, shall be chosen by ballot at the annual meeting of the corporation from the body of the membership of the Federated Clubs. The District Presidents of the respective districts, and Editor of the Official Publication shall be selected and assume office as provided by the bylaws.
The officers shall constitute a Board of Directors, which shall transact the business of the corporation subject to the approval of the delegate body.
All officers shall hold their respective offices until their successors are elected and assume office.
The State President shall fill all vacancies until the next annual meeting. (SEE REVISION )
ARTICLE VI Property
The said corporation is authorized to acquire by device, bequest or otherwise to hold, purchase and convey such real and personal estate as shall be necessary for the purpose of its incorporation, not exceeding $750,000 with authority in said corporation, should it be necessary, to mortgage or otherwise encumber said property and may give therefore, evidence of such indebtedness.
In the event of dissolution, the assets of this corporation will be distributed to another charitable corporation as defined by IRS Section 50lC (4) Organization.
ARTICLE VII Pecuniary Profit
There shall be no capital stock in this corporation and said corporation is not organized for pecuniary profit save such salary as this corporation shall elect or agree to pay for services rendered, no officer or member of the Board of Directors thereof shall directly or indirectly receive pecuniary gain, through this operation.
ARTICLE VIII Powers
The corporation shall have power to do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers herein set forth; provided, the same be not inconsistent with the laws under which this corporation is organized.
The said corporation may adopt and make bylaws for the admission and qualification of members, the management of its property and the regulation of its affairs, and shall have the power to amend said bylaws at pleasure.
Said corporation is authorized to make loans for scholarships and educational purposes to students from funds allocated for this purpose in accordance with the bylaws and rules governing such loans.
The corporation may take evidence of indebtedness covering such loans with interest thereon.
ARTICLE IX Annual Meeting
The annual meeting of this corporation shall be held at a place within the State of Minnesota, in the month of May or at such time as the corporation may designate.
ARTICLE V Officers (As revised by Convention, May 2, 2009)
The general officers shall be the President, who is also the General Federation Director; President Elect; two Vice Presidents; Recording Secretary; Treasurer; and the District President of each Federation District of the State of Minnesota; that the names and addresses and term of office of the officers are attached hereto and made part hereof.
The officers, excepting the President and District Presidents, shall be chosen by ballot at the annual meeting of the corporation from the body of the membership of the Federated Clubs. The District Presidents of the respective districts shall be selected and assume office as provided by the bylaws.
The officers shall constitute a Board of Directors, which shall transact the business of the corporation subject to the approval of the delegate body.
All officers shall hold their respective offices until their successors are elected and assume office.
The State President shall fill all vacancies until the next annual meeting.
ARTICLE I Membership
Section 1. Classification
Membership in the General Federation of Women’s Clubs of Minnesota, Inc. (GFWC of MN, Inc or GFWC of MN) shall be of two classes: Active and Associate.
A. Active Membership shall be that held by General and Junior clubs paying their per capita dues.
B. Associate membership shall be that held by clubs and organizations qualifying under Article II above, which pay dues to a parent organization.
C. Juniorette clubs may be started under the sponsorship of an established active club. The sponsoring club will help organize the Juniorette club and will mentor it according to the Juniorette Handbook.
Section 2. Application
A. Clubs desiring to join the GFWC of MN Inc. shall send the official application for membership to the President-elect/Membership Chairman accompanied by a copy of their bylaws, their membership list and a remittance for annual dues made payable to the GFWC of MN, Inc. and include a copy for GFWC of MN
B. The application together with the bylaws shall be filed with GFWC of MN.
C. A Membership committee composed of the State President, the District President of the applying club and the President-elect shall be notified.
Section 3. Termination of Membership
No club can honorably withdraw from the GFWC of MN, Inc. until all dues have been paid.
Section 4. Renewal of Membership
Delinquent clubs may be admitted to membership as a new club.
ARTICLE II Constituent Divisions
Section 1. District Federations
To promote the general interest of GFWC of MN, Inc., clubs which are members of the GFWC of MN. must organize themselves as five District Federations.
A. Only clubs that are members of the GFWC of MN, Inc. are eligible to membership in the District
B. District Federations shall be non-dues paying units of the GFWC of MN, Inc.
C. The District Presidents shall be elected by their respective District organizations.
D. The District President shall be a member of the Board of Directors of the GFWC of MN, Inc.
E. The five District Federations shall be apportioned as follows:
The counties of Houston, Fillmore, Winona, Olmstead, Mower, Wabasha, Dodge, Freeborn,
Waseca, Steele, McLeod, Sibley, Nicollet, Le Sueur, Rice, and Goodhue shall constitute the Southeast District.
The counties of Blue Earth, Faribault, Martin, Watonwan, Brown, Cottonwood, Jackson, Nobles,
Rock, Pipestone, Murray, Redwood, Lincoln and Lyon shall constitute the Southwest District.
The counties of Aitkin, Crow Wing, Mille Lacs, Wadena, Hubbard, Cass, Beltrami, Lake of the
Woods, Koochiching, Itasca, St. Louis, Carlton, Lake, Cook, Otter Tail, Wilkin, Clay, Becker, Mahnomen, Norman, Polk, Marshall, Red Lake, Pennington, Kittson, Roseau and Clearwater shall constitute the North District.
The counties of Grant, Douglas, Traverse, Stevens, Pope, Big Stone, Swift, Lac Qui Parle,
Chippewa, Yellow Medicine, Renville, Kandiyohi, Meeker, Benton, Morrison, Stearns, Mille Lacs, and Kanabec shall constitute the West Central District.
The counties of Pine, Chisago, Washington, Dakota, Scott, Carver, Isanti, Anoka, Wright,
Sherburne, Hennepin, and Ramsey shall constitute the East Central District.
ARTICLE III Policies
Section 1. Policies of the GFWC of MN, Inc. are established by:
A. The articles of incorporation and bylaws.
B. Action taken at the annual meetings.
C. Resolutions adopted by convention action and kept on file.
D. Action of the Board of Directors subject to the approval of the delegate body.
ARTICLE IV Dues and Finance
Section 1. Fiscal year of the GFWC of MN, Inc. shall be from the first day of July each year through the Thirtieth day of June the succeeding year.
Section 2. Clubs holding active membership shall pay annual dues as directed by the GFWC/GFWC of MN.
A. Such dues are payable to the GFWC of MN following the annual meeting and must be paid before December 15th of each year.
B. Clubs failing to pay dues by January 15th shall be declared delinquent and denied representation at the annual meeting.
C. Dues of the Clubs admitted to the GFWC of MN, Inc. after March 1, shall be credited to the next year.
D. Dues shall be paid on all persons admitted to club membership prior to March 1.
Section 3. Finance
A. Finance Committee. This committee shall be composed of three members, the President, Treasurer and President Elect who shall serve as chairman.
1. They shall approve all bills, prepare a budget
and submit it with recommendations to the Board of Directors.
2. They shall include in the budget one-half auto mileage, per car, (costs to be set by the Board of Directors) for members of the Board of Directors and Advisory Board attending the Board of Directors meetings and traveling a distance of more than 50 miles.
3.They shall report as requested on the status of the budget.
B. Funds. The following funds of the GFWC of MN, Inc. shall be kept in separate accounts.
1. The General Fund (including special and miscellaneous income and publication fund.
2. The State Endowment Funds.
3.The Scholarship Loan Funds which shall be administered by the University of Minnesota Bureau of Student Loans and Scholarship.
1. Disbursement of funds of the GFWC of MN, Inc. shall be by check which shall be issued by the treasurer upon receipt of e-mail approval by the President or the Chairman of the Finance Committee.
2. There shall be no salaried officers.
3. The State President shall be reimbursed for expenses incurred in connection with official business of the GFWC of MN as presented in the budget approved by the Board of Directors.
4.Expenses incurred by other officers in the service of the GFWC of MN Inc. shall be reimbursed from the general treasury by order of the Board of Directors as budgeted. Those substituting for the President shall be reimbursed from the President’s account. Local clubs shall provide hospitality and transportation cost for GFWC of MN, Inc. officer asked to speak.
5. No appropriation of money shall be made except through the Board of Directors.
6. The Officers and Department Coordinators and Program Chairmen shall render an itemized account, with receipts, of expenditures to the Chairman of Finance Committee before the end of the fiscal year.
7. After the budget has been accepted, the officers shall expend no further funds except on special authorization of the Board of Directors.
ARTICLE V Meetings
Section 1. Annual Meeting.
The annual convention of this organization shall be held in the month of May or at such time as the Corporation may designate each year or before the General Federation of Women’s Club Convention. The districts shall entertain this meeting in the following rotation: Southwest, West Central, North, East Central, and Southeast.
Section 2. GFWC of MN Workshop
The State President shall hold workshops in the months of July or August for the purpose of educating members, distributing information, and materials to clubs.
Section 3. Arrangements
A. The State President and a committee from the hostess district shall arrange for a meeting place for the annual convention and for its conduct and general interest.
B. The GFWC of MN, Inc. shall pay for all programs, speakers, credential cards, and ballots. The hostess district shall supply musicians and such decorations and other courtesies as deemed necessary by the committee.
C. For the GFWC of MN Workshop, a chairman for arrangements, appointed by the President, may arrange for a meeting place and meals, with the district clubs as hostess.
Section 4. Registration
A registration fee shall be paid by all delegates, members and visitors except the official guests of the GFWC of MN. All club women, except the presiding state officer, attending food functions at the state meeting shall pay for their own meal tickets.
Section 5. Representation
The voting shall be:
A. Accredited delegates or alternates from clubs in active memberships as follows:
1. One from each club of less than 20 members.
2. Two from each club of 20 to 60 members.
3. Three from each club with more than 60 members.
B. One accredited delegate from each associate club.
C. Board of Directors and Members of the Advisory Board.
D. No proxies shall be permitted.
E. A delegate can have only one vote and must be a member of the club she represents.
Section 6. Visitors
Members of all clubs and organizations belonging to the GFWC of MN Inc. who are not delegates may attend the meetings and may take part in the discussion but shall not make motions or vote.
Section 7. Quorum
The delegates present at the annual convention or the GFWC of MN Workshop at any given session shall
constitute a quorum for the transaction of business.
ARTICLE VI Elected Officials
Section 1. Officers
The General officers shall be the President, who is also the General Federation Director, President-Elect, two Vice Presidents, Recording Secretary, Treasurer, and the District President of each Federation district of the State of Minnesota.
The officers, excepting the President and District Presidents, shall be chosen by ballot at the annual
meeting of the corporation from the body of the membership of the Federated clubs. The District Presidents of the respective district shall be selected and assume office as provided in the bylaws.
Section 2. Terms.
A. Officers are elected for one term of two years or
until their successors are elected.
B. Only the treasurer may be re-elected to a second
C. The President, who is also the General Federa-tion of Women’s Clubs Director, shall serve until the close of the General Federation of Women’s Clubs Convention. The newly-elected President shall also attend the convention, with an expense allowance determined by the Board of Directors. She shall attend the Post-Convention Board Meeting where the administration program is presented.
D. Other elected officials shall assume their duties at the close of the Annual Meeting at which the are elected with the exception of the Treasurer, who shall have six weeks to complete her records before turning over the books to her successor.
Section 3. Eligibility
A. Only members of an active club are eligible to hold elective office.
B. No one person may hold two elective offices in the GFWC of MN, Inc. at the same time.
C. Candidates must be endorsed by the District or by a club in their district.
D. Candidates for President, President-Elect and First and Second Vice-President shall have had experience on the Advisory Board and the Board of Directors of the GFWC of MN, Inc. A written record and her leadership qualifications shall be required.
Section 4. Vacancies
A. In case of a vacancy in the office of the President, the President-Elect shall accede to the office of President.
B. Other vacancies shall be filled by the President with persons so appointed serving until the close the next annual convention.
Section 5. Duties
A. The President shall:
1. Attend General Federation of Women’s Clubs board meetings.
2. Preside at all GFWC of MN, Inc., Board of Directors, and Advisory Board meetings.
3. Appoint all committees except those whose appointment is otherwise provided for in these bylaws.
4. Appoint Department Coordinators and Program Chairmen.
5. Send the convention “call” at least thirty days prior to the meeting.
6. Be a member ex-officio of all committees, except the nominating committee, and departments and shall approve all plans made by the coordinators of such departments and programs, by the Presidents of the Districts or other officers of the Federation.
7. Appoint, subject to approval of the Board of Directors, a Communication Director to serve a term of two years.
8. Appoint an Historian and a Parliamentarian to serve during her term of office.
9. Approve all material published in the newspaper and directory.
10. Have the power to appoint a representative or substitute on occasions when she is not able to serve.
11. Appoint a Chairman of Tellers 30 days before the annual convention.
12. Supervise the sending of thanks for her convention and assist the treasurer in the payment of the bills of the convention by verifying them.
13. Be responsible for the disposal of unnecessary papers and records which have accumulated in the office during her term.
14. Have power to remove for cause any appointed officers.
15. Upon completion of her term, becomes a Past President of the GFWC of MN
B. The President-Elect shall:
1. Act in place of the President in case of her absence or disability.
2. Be Dean of District Presidents, preside at all meetings of District Presidents, and foster closer working relations between the District Presidents and GFWC of MN.
3. Be the official membership representative of the GFWC of MN.
4. Plan, supervise, and promote the organization of new clubs.
5. Work to retain and increase the membership of existing clubs.
6. Be Chairman of Finance Committee
C. The First Vice-President shall:
1. Be Dean of Departments and encourage closer working relations between Department
Coordinators and Program Chairmen and the GFWC of MN.
2. Serve as yearbook program consultant.
3 . Submit an Annual Report of her term for history preservation.
D. The Second Vice-President shall:
1. Be responsible for fundraising for GFWC of MN.
2. Submit all plans of action and promotion to the President
3. Render an itemized account of expenses to the Finance Committee, which shall not exceed
the budget approved by the Board of Directors.
E. The Recording Secretary shall
1. Keep an accurate record of all meetings of the GFWC of MN Board of Directors and the Advisory Board.
2. Mail copies of the minutes to the Board members within 15 days after each meeting.
F. The Treasurer shall:
1. Hold and disburse all funds belonging to the GFWC of MN, Inc. which shall include the
interest on trust funds and all funds raised for special purposes.
2. Submit a full report to every meeting of the Board of Directors or at any time when requested to do so by the President or any five members of the Board of Directors.
3. Have six weeks to complete her records before turning over the books and funds to her successor.
4. Clubs holding active membership shall pay annual dues as directed by the GFWC/GFWC of MN.
5. Disbursement of funds of the GFWC of MN, Inc. shall be by check which shall be issued by the treasurer upon receipt of e-mail approval by the President or Chairman of the Finance Committee.
6. Notify the President-elect and District President of delinquent clubs by January 1.
7. Have the books audited and certified at the close of the administration by a person or persons,
approve by the Board of Directors.
G. The District Presidents shall:
1. At the beginning of each administration, compile a directory of her district for publication in the GFWC of MN Directory. Each club is to send one copy of their club yearbook to their District President and one copy of their club yearbook to the State President. in election year, this shall be the responsibility of the retiring President.
2. Serve on the nominating committee.
3. Attend all meetings of the Board of Directors unless excused by the President for just cause.
ARTICLE VII Board of Directors
Section 1. Definition
The elected officers of this organization, together with the District Presidents, shall constitute the Board Of Directors.
Section 2. Meetings
Meetings of the Board of Directors shall be held semiannually or upon the call of the President. Five
members of the Board may call a special meeting of the Board at any time.
Section 3. Voting
A. Seven members of the Board of Directors shall constitute a quorum.
B. In case of an emergency, a vote of the Board of Directors may be taken by mail, e-mail, fax or
Section 4. Duties
A. To conduct the business of the GFWC of MN, subject to the approval of the delegate body.
B. To name banks or trust companies as official depositories of the GFWC of MN
ARTICLE VIII Advisory Board
Section 1. Definition
The general officers of the GFWC of MN together with the Historian, Communication Director, Program Chairmen and Past Presidents of the GFWC of MN shall constitute the Advisory Board.
Section 2. Term
No member shall serve more than two consecutive terms in the same chairmanship.
Section 3. Duties
A. The chairman shall conduct work appropriate to their respective departments and/or programs.
B. The chairmen of departments shall be the coordinators of the work and of the programs of their respective departments.
C. Copies of reports sent to the General Federation of Women’s Clubs by the 1st Vice President of the GFWC of MN should be sent to the GFWC of MN President.
ARTICLE IX Standing Committees
A. Public Relations: It shall be the duty of this committee to promote effectively through approved social media, press, radio, and television, the program and general interest of the GFWC of MN.
B. Credentials: It shall be the duty of this committee to certify the eligibility of delegates and to give a report of attendance.
C. Finance Committee: (See Article IV, Section 3A)
D. Registration: This committee shall be responsible for the collection of the registration fee from all persons in attendance. (See Article V, Section 3)
E. Constitution and Bylaws Committee:
1. It shall be the duty of this committee to propose revisions or amendments.
2. It shall consider amendments suggested by the Board of Directors or by member clubs. Such suggested amendments shall be presented by the Amendments and Bylaws Committee by January 15.
3. Proposed revisions must be presented to the membership.
F. Resolutions: It shall be the duty of this Committee of three to receive, consider, and present to the Convention such resolutions as are pertinent to the work and objectives of the GFWC of MN.
1. The committee may present resolutions at the Annual Convention and GFWC of MN Workshop.
2. Only resolutions which are typed in proper form, signed by the author, and received by the Resolutions Committee in time to be included in the Official Call to Convention shall be considered.
3. Only resolutions of an emergency nature may be accepted after the deadline stated.
G. Nominations: It shall be the duty of this committee of district presidents to seek qualified candidates for the Office.
1. A Chairman elected by the district presidents shall direct this committee coordinating with the President-Elect.
2. They shall encourage the endorsement of qualified candidates in the District organizations.
3. Clubs or districts wishing to submit the names of candidates for state office, shall send
an endorsement signed by two officers to the chairman of the Committee.
4. The names of the nominees shall be presented at the GFWC of MN Workshop and published in the GFWC of MN NEWS.
5. Endorsements for candidates shall not be published in the newspaper prior to the report of the nominating committee
H. Other Committee: Such other committees may be created by the Board of Directors as may be necessary to carry on the work of the GFWC of MN.
ARTICLE X Nominations and Elections
Section 1. Nominations
At the annual convention following the report of the nominating committee, nominations may be made from the floor, providing the candidates have the necessary endorsements in writing.
Section 2. Elections
A. The election of officers, except as otherwise provided for, shall be held at the annual convention in even numbered years.
B. The officers shall be elected for one term of two years, except the treasurer, who may be re-elected for a second consecutive term.
C. Elections shall be by ballot, the time, day and place to be designated by the Board of Directors and published in the Call, and where there is only one candidate for an office, election may be by voice.
D. A majority of delegates present shall elect.
E. If there is no majority on the first ballot, a second ballot with the two candidates having the highest number of votes on the first ballot shall be taken.
F. The names of the nominees shall be posted on a bulletin board by the recording secretary.
Section 3. Tellers
A. The State President shall appoint a
Chairman of Tellers who with the tellers shall have charge of the election.
B. It shall be the duty of the Chairman of Tellers to provide a ballot box and other necessary facilities. She shall attend to the printing of the ballot and to any other printing incidental to the election.
C. A poll list shall be kept of all voters.
D. All tellers in charge of the elections must sign the official report before presenting it to the President for announcement.
ARTICLE XI Communication Director and Publications
Section 1. Communication Director
A. A Communication director shall be appointed by the a president subject to approval of the Board of Directors. This Director will act as liaison between member clubs and the Board of Directors and may include such duties as Website updating, all official publications, e-news, and other communication tools.
B. The State President shall approve all material published in the name of GFWC of MN.
Section 2. The name of the official publication of the GFWC of MN shall be the GFWC of MN NEWS.
A. At least three issues of the official publication shall be published each fiscal year, the first to be in July.
B. The official publication shall be sent to: all Clubs for distribution to all members, all persons or firms advertising in the same, presidents of state federations, three copies to General Federation of Women’s Clubs Headquarters, and one copy shall be kept on file with the GFWC of MN secretary.
Section 3. Directory Issue
A. Two copies of the Directory Issue shall be given to all club Presidents of active clubs and a copy to each member of the Advisory Board.
B. The directory issue or any other listing of membership in the GFWC of MN shall not be sold or given to anyone for commercial or exploitation purposes, nor shall any solicitations be made without the written approval of the President of GFWC of MN.
C. The directory issue shall be published the first year only of each new administration.
ARTICLE XII Historian
Section 1. Term
The Historian shall be appointed by the President for a two-year term.
Section 2. Duties
The Historian shall:
A. Be responsible for a two-year compilation of pictures of presidents, news articles, and information pertinent to GFWC of MN, which begins at the GFWC of MN Convention and ends with the GFWC Convention, and shall be presented to the GFWC of MN President when completed.
B. Place necessary historical information from the two-year term, into the GFWC of MN Club Records Box #25 M. 105-1 OB and Box 30 H 123B at the Minnesota Historical Society – History Center, 345 Kellogg Blvd. W., St. Paul MN 55102.
The information shall include: Directory/Procedure Hand-book, GFWC of MN minutes of meetings, GFWC CLUB-WOMAN/GFWC of MN NEWS issues and First Vice President’s Summary Report.
C. Write articles for publication in the GFWC of MINNESOTA NEWS and compile a summary at the end of term for preservation.
D. Make additions into the written history of the GFWC of MN.
E. Place items unsuitable for the archives in the GFWC of MN historical files.
ARTICLE XIII Parliamentary Authority
The parliamentary authority for the GFWC of MN shall be Robert’s Rules of Order Newly Revised.
ARTICLE XIV Amendments
These bylaws may be amended at any annual convention by a two-thirds vote of members present,
Provided amendments were published in the call for the annual meeting. Without such previous notice, the bylaws may be amended at any annual convention by a four-fifths vote of the delegates present and voting.
Revised May 2008
Revised May 2009
Revised May 2013
Revised May 2019 Effective July 1, 2020
These standing rules were in the 2000-2002 GFWC of MN Directory and revised 2019
A. No club members shall be permitted to solicit money in the name of the GFWC of MN unless authorized to do so by the Board of Directors.
B. Club secretaries shall send a corrected list of the names and addresses of members of their respective clubs to GFWC of MN Membership Chairman at the beginning of the club year and notification of any changes in membership as they occur.
C. Upon the death of a State Officer or Past State President, $25 will be given as a memorial to LEADS (Leadership Education and Development) Dorothy Petroskey Memorial Fund of GFWC of MN.
D. Clubs must pay dues for Honorary Members if they are to be members of GFWC of MN.