Women & Philanthropy at The University of Toledo : Women & Philanthropy Bylaws

ARTICLE 1.               Mission and Purpose 

Women & Philanthropy at The University of Toledo aspires to promote the University through investments and grants to University initiatives. We are committed to forging new relationships and building a community of thoughtful, effective philanthropists among women, diverse in age, interests and backgrounds. 

ARTICLE 2.               Goals 

The goals of Women & Philanthropy at The University of Toledo are to: 

1. Make a difference in the University by contributing time, talents and monetary resources.
2. Encourage a sense of community among ourselves and those we serve.
3. Educate and increase awareness of University needs.
4. Promote volunteerism and effective philanthropy.
5. Build a network that is a catalyst for positive change. 

ARTICLE 3.               Name 

The official name of this organization shall be Women & Philanthropy at The University of Toledo, hereinafter referred to as W&P. 

ARTICLE 4.               Sponsor 

The official sponsor shall be The University of Toledo.  Monetary contributions are deposited with The University of Toledo Foundation in a donor-designated fund established by W&P. 

ARTICLE 5.               Membership 

1. Membership in Woman and Philanthropy at The University of Toledo shall be open to all people who wish to further the mission and goals of W&P through financial support and participation in service projects. 
2. Membership is by invitation from current Members or referral. 
3. The fiscal year shall run from July 1 through June 30. 
4. Membership donations are non-refundable.
5.  Members who have existing charitable pledges to The University of Toledo may not divert these pledges to fulfill their Membership in W&P. 
6. Members who pay their dues on a year-by-year basis will be billed on the anniversary of their join date.
7. The following categories of membership are available: 

             a.          CONTRIBUTING MEMBER

1. Member donates a minimum of $1,000 per year to W&P.
2. Members have the right to make donations of larger amounts.
3. Only members whose contributions are current shall be eligible to exercise voting privileges.
4. Each Contributing Member shall have one vote, regardless of the amount of any contribution in excess of the minimum amount of $1,000.

              b.         LEGACY MEMBER

1. A minimum of $25,000 is donated to W&P and applied to the W&P endowment fund.  The money is invested and W&P is able to spend the earnings on the endowment.
2. Members have the right to make donations of larger amounts.
3. Only members whose contributions are current shall be eligible to exercise voting privileges.
4. Each Legacy Member shall have one vote, regardless of the amount of any contribution in excess of the $25,000 donated to the endowment fund.

              c.          ASSOCIATE CONTRIBUTING MEMBER

1. This membership category is no longer available, however current members at the Associate Member level are grandfathered.  They will pay $100 per year to W&P to remain at this level.
2. Grandfathered members have the right to make donations of larger amounts.
3. The voting privilege of the grandfathered Associate Contributing Members is limited to the elected representative selected from among the Associate Contributing Members.  This individual will represent the Associate Contributing Members on the Advisory Board and shall exercise the collective vote of the Associate Contributing Members.

    8.  SPECIAL RECOGNITION CATEGORIES.  In order to recognize the generosity and leadership of philanthropic women at The University of Toledo, two non-voting memberships that either, by the request of the donor, or by the recommendation of the Executive Committee of the Advisory Board will be listed as members.    These members will be listed in the roster and will receive all correspondence and courtesies granted to voting members. 

             a.          HONORARY MEMBER

1. Any woman who makes a gift of $1 million or more to any University area.  The gift must be in her name (i.e., a gift as a single woman or on her own behalf should she be married).
2. Cumulative giving does not apply.
3. The Honorary Member does not have voting privileges.
4. W&P will only track back to the inception of W&P (January 2006) for eligible members.

1. Any woman, either singly or as a spouse, who makes a significant single contribution to the University of $250,000 or more in any area.
2. Cumulative giving does not apply.
3. The Supporting Member does not have voting privileges.
4. W&P will only track back to the inception of W&P (January 2006) for eligible members.

ARTICLE 6.               Responsibilities of Membership 

1. Vote on matters regarding grant awards.  Contributing and Legacy Members each have one vote; grandfathered Contributing Associate Members have one vote through their elected representative.
2. Participate in the work of the organization by giving advice, suggestions and direction as requested by the Advisory Board.
3. Encourage other individuals to support and participate in the mission and goals of W&P.
4. Honor financial commitments to W&P.
5. Attend meetings of W&P and participate in service projects sponsored by the association.   

ARTICLE 7.               Benefits of Membership 

1. Participate in a dynamic, philanthropic, and fun organization.
2. Offer input to the association’s goals and grant awards.
3. Explore and collaborate with others with shared values.
4. Make a greater impact with pooled monetary resources.
5. Add value and impact to service projects and special events.
6. Learn about The University of Toledo and various needs throughout the institution.
7. Eligibility for Membership on the Advisory Board and standing committees of W&P. 

GOVERNANCE 

ARTICLE 8.               Advisory Board 

1. W&P shall be governed by an Advisory Board.  This Board is responsible for the association’s management and operations.  This Board shall be comprised of a Chair, Vice Chair, Secretary, Treasurer, at least two Board Members-at-Large, one appointed representative from the Contributing Associate Members, The immediate past Chair, and the Chairs of any standing committees established by the association.  The Executive Committee of the Board is defined as the Chair, Vice Chair, Secretary and Treasurer. 
   
2. The duties of the Advisory Board are: 
   1. Supporting the mission and goals of W&P through community connections, personal financial support and new donor development.
   2. Attending the regularly-scheduled meetings of the Advisory Board and the Annual Meeting.
   3. Developing and overseeing policies and programs that reflect the organization’s mission.
   4. Reporting the organization’s financial condition and accomplishments annually to the Members. 
      
3.  The duties of the officers of the association shall be:
   1. The Chair shall have general supervision of the business of the organization and shall preside at Advisory Board meetings and annual meetings.
   2. The Vice Chair shall assist the chair and preside at Advisory Board meetings in the absence of the Chair.
   3. The Secretary shall be responsible for keeping accurate records of association meetings.
   4. The Treasurer shall be responsible for financial reporting to the association.  The Treasurer shall also prepare and present an annual budget, with appropriate information.
   5. The Board Members-at-Large (a minimum of two) shall act in an advisory capacity to the Advisory Board. 

ARTICLE 9.               Elections and terms of service 

1. Officers shall serve one-year terms with a maximum of  five (5) consecutive terms.  The consecutive term maximum may be extended on a year-by-year basis upon the recommendation of the Executive Committee of the Board and a vote of the general membership.
2. If a vacancy in the W&P Advisory Board occurs mid-term, the Chair shall appoint a Contributing or Legacy Member to fill the unexpired term.
3. Candidates for the office of:  Chair, Vice Chair, Secretary, Treasurer, Board Members-at-Large (2) shall be presented by the Nominating Committee to the general Membership in April. 
4. Voting for candidates shall take place at the Annual Meeting in May and the new officers shall assume their responsibilities immediately following the Annual Meeting.
5. Voting shall be by secret ballot.  Contributing or Legacy Members not able to attend may vote by absentee ballot.
6. Grandfathered Contributing Associate Members shall elect their representative to the Advisory Board following the same procedures. 

ARTICLE 10. Meetings 

1. Women & Philanthropy at The University of Toledo shall meet at such times as determined by the Membership.   
   1. One such meeting shall be held in May and shall be called the Annual Meeting at which time the election of officers for the upcoming year takes place. 
2. The W&P Advisory Board shall meet at the discretion of the Chair, but shall involve at least four Board meetings per year.
3. A quorum shall be defined as a simple majority.  A quorum for an Advisory Board meeting shall be defined as a simple majority of the Board Members present for the meeting. 

ARTICLE 11.             Administrative Expenses and Support 

1. W&P may incur costs for supplies and services necessary to the operation of the association.  These expenses may include, but are not limited to: website design and maintenance, paper, printing, postage, room rental, refreshments and materials for service projects.  Funds for administrative and extraordinary expenses may be obtained by private grant or special fundraising event(s), or other means as determined by the Board.
2. Administrative support for W&P, its Advisory Board and its various committees, will be given through the Office of Development at The University of Toledo. 

ARTICLE 12.             Committees 

W&P shall have the following standing committees: 

1. Nominating.  The Nominating Committee shall be made up of at least three Contributing or Legacy Members, none of whom is or shall be a candidate for office.  The committee is responsible for developing an annual slate of officers of the Advisory Board.  The committee is responsible for submitting the slate of candidates to W&P’s administrative contact for distribution to voting members in April of each year.
2. Education.  The Education committee shall act as the research and analysis arm of  W&P by providing information to Membership on University initiatives that will be of interest to Members.  The Committee shall also investigate and arrange for special speakers and/or programs of interest to Members at meetings of the association.
3. Membership.  The Membership Committee is responsible for the recruitment and retention of members. 
4. Grants.  The function of the Grants Committee is to design and implement the grant-making process.  It determines eligibility criteria, the grant cycle and grant evaluation. 
5. Other committees as needed.  Ad Hoc committees will be appointed as needed to address issues as they arise. 
6. Membership on any of the standing committees is by appointment by the Chair of W&P or is voluntary on the part of the members.
7. Committees shall elect their chair from the members serving on the committee.
8.  Committees shall be appointed at the Annual Meeting in May.   

ARTICLE 13.             Awarding of Grants 

Voting on grants will take place at a general membership meeting.  Grant applications must be received by a deadline to be established by the Grant Committee in order to be considered for the grant cycle. 

ARTICLE 14. Procedure for awarding grants

1. The Grants Committee will present the grant applicants to Membership via mail at least two weeks prior to the general membership meeting at which time a vote will be taken for grant distribution.
2. A ballot will be prepared listing selected grant applicants and amounts with requests not to exceed W&P’s available funds.
3. Voting shall be by secret ballot.
4. Grants may be awarded in an amount up to the balance of the W&P’s account as long as a minimum of $1,000 is maintained after disbursement of the grant(s). 

ARTICLE 15. Amendments 

These Bylaws may be amended by either of the following methods: 

1. At any meeting of the association by a two-thirds vote, provided the proposed amendment(s) shall have been communicated to all Members at least ten days prior to the meeting or have been read at the previous meeting.
2. By unanimous vote if not distributed previously as required by 15.1 above. 

Automatic grammatical, punctuation and correlation corrections in these Bylaws which in no way alter the intent of the Bylaws shall not require a vote of Membership, subject to the approval of the Advisory Board. 

These Bylaws shall become effective upon adjournment of the meeting at which adopted, unless otherwise specified. 

ARTICLE 16. Parliamentary Authority 

In all matters of procedure, the association shall be governed by Robert’s Rules of Order Newly Revised. 

ARTICLE 17. Dissolution 

In the event of dissolution, abandonment or termination of the association, no income, contribution, or other revenue or funds shall accrue to the benefit of any individual Members(s).  Any and all assets then possessed by the association, after current indebtedness has been paid, shall revert to The University of Toledo Foundation. 

Draft:   12 January 2006                                               Adopted:             22 June 2006
           31 January 2006                                               Amended:            28 March 2008
           13 February 2006