BYLAWS

ARTICLE I

NAME

The name of this organization is The Dallas Summit.

ARTICLE II

MISSION

The mission of The Dallas Summit is to serve as an influential force in Dallas so that women are full participants in decision-making processes to create a whole, just, and abundant community.

ARTICLE III

FISCAL YEAR

Section 1.          Fiscal Year

  • a.      The fiscal year shall be from June 1 through May 31.

ARTICLE IV

MEMBERSHIP

Section 1.          Categories of Membership

  • a.                  Active Members. Active members of The Dallas Summit shall demonstrate ongoing interest through participation in two (2) Dallas Summit activities and by paying annual dues by the deadline specified in the Dallas Summit Operating Policies.  Active membership shall be limited to 100 women leaders with diverse backgrounds in ages, professions, and fields of interest. Any exceptions will be approved annually by the Board of Directors and by two-thirds (2/3) of all members present and voting at a regular meeting. For more information regarding deadlines for paying dues and fulfilling attendance requirements, please refer to the Operating Policies of the of Dallas Summit which can be found at www.dallassummit.org.
  • An Active member of 5 years or more who either does not pay her annual dues or fulfill her attendance requirement by the designated deadline will automatically be transitioned to Associate status and be given one additional month in which to pay her annual dues.  If at the end of that time, she still has not paid the annual dues, the Board of Directors, at its sole discretion, may terminate her membership.  A member who has been an Active member for less than 5 years and is not in good standing will not receive an extension and the Board of Directors, at its sole discretion, may terminate her membership. 
  • b.                  Associate Members. Associate membership may be granted by the Board of Directors to an Active member, in good standing, after five years of membership. An Associate member will pay annual dues, will not be counted in the Active membership headcount, and will not be a voting member. An Associate member will receive all Dallas Summit communications, may attend any Dallas Summit activity, and may second the nomination of a candidate for membership. At its discretion, the Membership Committee may recommend Associate status for members who request it.
  • c.                   Return to Active Status. Associate members of The Dallas Summit who wish to return to Active status must be re‐nominated, conforming to the same procedure and deadline as those for the nomination of new members. Re‐nomination of an Associate member to Active status is not automatically granted; the nomination will undergo the same due diligence and process as new members being considered by the Membership Committee.  
  • d.                  Emeritus Membership. Emeritus membership may be recommended from time to time by the Membership Chair and approved by the Board of Directors.  Emeritus membership may be bestowed on an Active or Associate member in good standing, who has had active participation in The Dallas Summit for 20 or more years.  An Emeritus Member:  1) will not pay annual dues; 2) will not be a voting member; 3) will not be counted in the Active membership headcount; 4) will receive all communications of The Dallas Summit; and 5) may attend any Dallas Summit activity.
  • e.                  The Board of Directors shall have the power to create such additional categories of membership as deemed desirable.

Section 2.          Selection of New Members

  • a.      See Art. VII. Sec.1

Section 3.     Membership Dues

  • a.      Annual dues shall be determined by the Board of Directors.

Section 4.          Termination of Membership

  • a.      The Board of Directors may terminate a member for:
  •                                 i.            Failure to pay annual dues or any special assessments or fees, approved by the Board of Directors, in full by the deadline specified in the Dallas Summit Operating Policies or a date approved by the Board.  Fees that may be approved by the Board of Directors include, but are not limited to, fees for failure to cancel attendance at least two days prior to an event for which the Dallas Summit has incurred costs and for which a member has signed up (“no-show” fees). In some circumstances the Board may, at its discretion, waive any fee for a member.
  •                                ii.            Failure to attend a minimum of two (2) Dallas Summit activities each attendance year shall constitute reason for being dropped from membership in The Dallas Summit. Required attendance of two (2) activities for Active membership shall be completed by deadline specified in the Dallas Summit Operating Policies.
  • b.      By a vote of two‐thirds of the Board of Directors, a member may be removed from membership in The Dallas Summit with or without cause.

ARTICLE V

BOARD OF DIRECTORS

Section 1.          Membership

  • a.      The Board of Directors shall be comprised of the officers of this organization, the immediate past president and the Committee Chairs.
  • b.      The officers of The Dallas Summit shall be President, President‐Elect, Secretary, and Treasurer.

Section 2.          Committee Chairs

The Committee Chairs of The Dallas Summit shall be:

  • a.      Membership
  • b.      Programs
  • c.       Nominating (chaired by Immediate Past President)
  • d.      Retreat
  • e.      Historian
  • f.        Communications
  • g.      No Host Events
  • h.      And other committees the Board of Directors deems necessary to conduct business

Section 3.          Meetings

  • a.      The Board of Directors shall meet at least seven times a year.

Section 4.          Quorum

  • b.      A quorum of the Board of Directors shall be defined as a simple majority.  In the event there is not a quorum at a Board meeting, items needing approval may be distributed and voted upon via email.

Section 5.          Elections

  • a.      A slate of officers and standing committee chairs of the Board of Directors, and proposed members of the Nominating Committee, shall be presented by the current year Nominating Committee to the general membership for election at the Annual Business meeting in the spring.
  • b.      The term of office is from June 1 through May 31.
  • c.       The Nominating Committee shall consist of the Immediate Past President, who serves as chair, and at least four Active members nominated by the Nominating Committee. The President and President‐Elect shall serve as ex‐officio members of the Nominating Committee. No member may serve two consecutive years on the Nominating Committee. If the Immediate Past President is unable to serve, the Nominating Committee will elect one of its own as the chair. (See Article VII Section 2)

Section 6.          Vacancies

  • a.      A vacancy occurring in an elected office during the year shall be filled by the Nominating Committee and affirmative vote of the Board of Directors for the unexpired term, provided there are at least four months remaining in the term.
  • b.      When a vacancy (less than four months) occurs for an elected officer, the president will appoint one of the board members to assume those responsibilities.

Section 7.           Other Powers of the Board

  • a.      The Board may retain an Administrator to handle administrative functions for the organization.

ARTICLE VI

DUTIES OF OFFICERS

Section 1.          President

The President shall preside at all meetings of the general membership and of the Board of Directors, and perform any other duties pertaining to such office.

Section 2.          President‐Elect

The President‐Elect shall be responsible for arranging networking initiatives such as the Mid‐Winter dinners. In the absence of the President, the President‐Elect shall assume all responsibilities of the President.

Section 3.          Secretary

The Secretary shall record the transactions of all meetings of the general membership and of the Board of Directors.  The Secretary shall provide a copy of all such minutes to the Administrator, who shall keep a master copy of the Articles of Incorporation and of the Bylaws, a permanent file on committee assignments and officers, and the permanent book of minutes.   The Secretary shall perform all other duties usually pertaining to such office.

Section 4.          Treasurer

The Treasurer shall hold in trust all funds, securities and assets of the organization. The Treasurer shall present the annual budget to the Board of Directors for approval, maintain and oversee the budget, provide regular financial reports to the Board, and issue all checks deemed appropriate as authorized by the Board of Directors.  Checks exceeding $1,500 must be approved in writing by the President.

All officers shall attend regularly scheduled meetings of the Board.

ARTICLE VII

COMMITTEE CHAIRS RESPONSIBILITIES

The Committee Chairs shall attend all regularly scheduled meetings of the Board of Directors and give regular progress reports to the Board of Directors and the general membership when requested. Each Committee Chair may select other members to serve on her committee, in consultation with the President.

Committee Chair responsibilities are:

Section 1.          Membership

  • a.      The Membership Committee shall be responsible for inviting new members and for keeping all records concerning The Dallas Summit membership.
  • b.      The committee shall collect dues for the upcoming fiscal year from Active and Associate members and report to the Board of Directors the number of vacancies to be filled.
  • c.       To fill available vacancies, the Committee shall solicit new member nominations each year from the Active membership. Each nominee must have an Active sponsor and two co‐sponsors who are Active or Associate members of The Dallas Summit. The Committee shall determine the priority order of nominations to fill the available spaces.
  • d.      The Membership Committee shall present the list of nominees for invitation to membership for review by the Board of Directors and approval by the membership at the Annual Business meeting.
  • e.      Membership on the Committee is at the discretion of the Chair, with an eye to representing the Summit’s diversity.  Active Summit members must be in good standing to serve on the committee. The current President and President-Elect serve ex officio.

Section 2.     Nominating

  • a.      The Nominating Committee shall meet annually to select officers, committee chairs, and the Nominating Committee for the upcoming fiscal year.
  • b.      The Nominating Committee shall report the slate of officers, committee chairs, and Nominating Committee members. The active membership shall vote on the proposed slate at the Annual Business meeting. The Immediate Past President shall chair the Nominating Committee. (See Article V. Sec. 5.)
  • c.       Members of the Nominating Committee are to be selected from the Active membership, in good standing, of the Summit, with an eye to representing the Summit’s diversity. 

Section 3.          Programs

  • a.      The Programs Committee shall organize at least four (4) program meetings for the general membership, unless otherwise approved by the Board of Directors.

Section 4.          Retreat

  • a.      The Retreat Committee shall plan and execute the annual Retreat of The Dallas Summit.

Section 5.          Communications

  • a.      The Communications Chair shall produce a periodic informational newsletter to keep the general membership informed of The Dallas Summit activities and other information of general interest, and oversee social media communications, including but not limited to communication on Facebook and The Dallas Summit’s website.
  • b.      The Communications Chair is responsible for enhancing the visibility of The Dallas Summit. All media responses concerning The Dallas Summit must be channeled through the Communications Chair or President.

Section 7.          Historian

  • a.      The Historian is responsible for the preservation of information of historical significance to the Dallas Summit and annually depositing all documentation and records of The Dallas Summit at the DeGolyer Library of Southern Methodist University, including minutes of all meetings, the membership directory, newsletters, and publicity regarding events and members.

Section 8.          No Host Events

  • a.      The No Host Events Chair(s) is responsible for soliciting Active members of The Dallas Summit to organize No Host Events five to six times each year, or as may be determined by the Board of Directors.

Section 9.     The Dallas Summit Operating Policies provide additional description of Board member responsibilities.

ARTICLE VIII

MEETINGS OF THE GENERAL MEMBERSHIP

Section 1.

  • a.      The organization shall meet at least once per year.  The Board of Directors may call general business meetings in addition to the Annual Business Meeting and the Annual Retreat, if held.

Section 2.

  • a.      One general membership meeting shall be designated as the Annual Business meeting.

Section 3.

  • a.      Special meetings of The Dallas Summit may be called by the President or by at least one‐tenth (1/10) of the members upon petition to the Board of Directors.

Section 4.

 A quorum at any general meeting shall consist of 25% of the Active members.

ARTICLE IX

PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order, Newly Revised, shall govern this organization in all cases in which they are not inconsistent with these bylaws.

ARTICLE X

AMENDMENTS

These bylaws may be amended by a two‐thirds vote of all members present and voting at any regular meeting. Written notice to amend must be given to the Board of Directors at least one meeting prior to the regular meeting and postmarked, e‐mailed, or faxed to members at least seven days prior to the meeting.

Amended December 11, 2019


Powered by Wild Apricot Membership Software