Ladies Who Rock
ARTICLE I

Organization

1. The name of the organization shall be LADIES WHO ROCK CALENDAR
2. The organization shall have a seal which shall be in the following form:  a LADIES WHO ROCK CALENDAR logo.
3. The organization may not change its name.

ARTICLE II

Purposes

The following are the purposes of this organization:
CHARITABLE FUNDRAISER.

ARTICLE III

Membership

Membership in this organization shall be open to all who want to participate to help those who are less fortunate.

ARTICLE IV

Meetings

The membership meeting of this organization shall be held online in the private thread started for LADIES WHO ROCK CALENDAR Board Members. Discussions will be put in the thread for the Board members to read and reply.
Regular meetings of this organization shall be held online in the Ladies Who Rock Calendar Board Members page.
The presence of not less than 7 (seven) (75%) percent of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; a lesser percentage may cause adjournment of the meeting for a period of not more than one (1) week from the date scheduled by these By-Laws and the secretary shall cause inform all members who were not present of the re-scheduled meeting. A quorum as herein before set forth shall be required at any adjourned meeting.

Special meetings of this organization may be called by the CEO when she deems it for the best interest of the organization. Notices of such meeting shall be put in a new thread on Ladies Who Rocks Board Member page. Such notice shall include the purpose of the meeting, the business to be transacted, and by whom it was directed. At the request of (75%) percent of the members of the Board of Directors, the CEO shall cause a special meeting to be called, but such request must be made in writing at least two (2) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE V

Voting

At all regular meetings, (excluding the election of officers and directors) shall be voted by voice. The election of officers shall be on ballots, exempt of signature or name of member casting the ballot.

If a majority vote is required, the voting is regulated the same as for the election of officers and directions. A committee of three (3) will be appointed prior to the balloting to act as Inspectors of Election who at the balloting conclusion will certify in writing the results of the voting. A certified note, presented to the Chairman, will include the results which will be affixed in the minute book. No inspector of the election shall be eligible as a candidate for office nor participate in the subject voted upon.


ARTICLE VI

Order of Business

1. Roll Call
2. Reading of the Minutes of the preceding meeting
3. Committee Reports
4. Officers Reports
5. Old and Unfinished Business
6. New Business
7. Adjournments

ARTICLE VII

Board of Directors

The business of this organization shall be managed by a Board of Directors consisting of nine (9) members, together with the officers of this organization. At least one of the directors elected shall be a resident in the State of Washington and be a citizen of the United States.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by the CEO after due notice to all the directors of such meeting.

Each director shall have one vote and such voting may not be done by proxy.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term. The CEO of the organization by virtue of his/her office shall be Chairman of the Board of Directors.

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization. Causes for removal (1) non-responsive, (2) argumentative (3) bad-mouthing the organization, CEO, Calendar girls and anything pertaining to LADIES WHO ROCK CALENDAR.






ARTICLE VIII

Officers

The initial officers of the organization shall be as follows:

CEO - President
Secretary
Treasurer

The President shall preside at all membership meetings and by virtue of his office be the chairman of the Board of Directors
.
He/she shall present at each annual meeting of the organization an annual report of the work of the organization.

He/she shall appoint all committees, temporary or permanent.

He/she shall see all books, reports and certificates required by law are properly kept or filed.

He/she shall be one of the officers who may sign the checks or drafts of the organization.

He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Secretary shall keep the minutes and records of the organization in appropriate books.

It shall be his/her duty to file any certificate required by any statute, federal or state.

He/she shall give and serve all notices to members of this organization.

He/she shall be the official custodian of the records and seal of this organization.

He/she may be one of the officers required to sign the checks and drafts of the organization.
He/she shall present to the membership at any meetings any communication addressed to him/her as Secretary of the organization.

He/she shall submit to the Board of Directors any communications which shall be addressed to him/her as Secretary of the organization.

He/she shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.

He/she shall cause to be deposited in a regular business bank or trust company the proceeds from merchandise, calendars and all monies collected at the event until such time it is distributed to the chosen charity of that year.

He/she must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

He/she shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

He/she shall exercise all duties incident to the office of Treasurer.
Officers shall by virtue of their office be members of the Board of Directors.

No officer shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.


ARTICLE IX

Salaries

All Board members are volunteers


ARTICLE X

Committees

All committees of this organization shall be appointed by the Board of Directors for their term of office, and may be terminated by the action of the Board of Directors

The permanent committees shall be:

ARTICLE XI

Dues

The dues of this organization shall be $0.00.

ARTICLE XII

Amendments

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 7 (seven) (75%) percent of the members.



KNOW ALL MEN BY THESE PRESENT:
That the undersigned, Secretary of LADIES WHO ROCK CALENDAR attests that these foregoing By-Laws were duly adopted by the Board of Directors, who were chosen by the CEO, as the By-Laws of the said organization, and that the same do now constitute the By-Laws of the organization.

Board Members & Duties

Board of Directors are determined by the powers, duties, and responsibilities delegated to it or conferred on it by an authority outside itself

These matters are typically detailed in the organization's By-Laws. The By-Laws commonly also specify the number of members of the Board, how they are to be chosen, and when they are to meet. However, these By-Laws rarely address a Board's powers when faced with a corporate turnaround or restructuring, where Board members need to act as agents of change in addition to their traditional fiduciary responsibilities.

In an organization with voting members, the Board acts on behalf of, and is subordinate to, the organization's full group. In a non-stock corporation with no general voting membership, the Board is the supreme governing body of the institution. Its members are sometimes chosen by the Board itself.

Typical duties of Boards of Directors include:
governing the organization by establishing broad policies and objectives;
selecting, appointing, supporting and reviewing the performance of the Ladies Who Rock Calendar Chapters;
ensuring the availability of adequate financial resources;
approving annual budgets;
accounting of the Organization performance;

The legal responsibilities of Boards and Board members vary with the nature of the organization, and with the jurisdiction within which it operates.

CEO, Diane Kennedy
All decisions will be made by a vote of the board. The CEO will not have a vote in any decisions unless the decisions made could be harmful to the organization

Board Members & Duties:

Board will be the hub of the whole Ladies Who Rock Calendar organization.
Currently, each member will work with the 3 groups we currently have: Seattle Longview, Portland & Spokane. Please keep in contact with the other Board members.

Dawn Deven - Recruiter & Lead Team Leader.
Duties: Formulate ideas and promotions to recruit new calendar girls

Lead Team Leader: Interview and recruit team leaders for each chapter 
                     
Sergeant-at-Arms
Duties: When there is an issue within the calendar groups, the Sergeant-at-Arms will find a solution and present it to the Board for their vote

Treasurer/Accounting
Duties: Keep track of all monies collected and spending/donation destinations. Treasurer will add a report to Ladies Who Rock Calendar Board member's thread.
Graphics
Duties: Create all graphics used in Ladies Who Rock Calendar

Shows & Events
Duties: Set up and oversee all shows & events.  All ideas and thoughts about events need to be discussed with Shows & Events Board member


Legal Liaison -
Duties: Overlook all paperwork for proper wording. Discuss legal issues, and submit to an attorney or suggest a voting decision to present to the Board

Market/Media Promotions - Diane Kennedy
Duties: Helping coordinating shows, include markets suggestions and prepare and oversee news releases

Photographer -
Duties: Oversee chosen photographers