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Nevada Women's History Project bylaws, policies, and procedures

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1996 to 1997

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Folder from the Nevada Women's History Project Records (MS-00406).

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sod2023-071
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    sod2023-071. Nevada Women's History Project Records, 1995-2008. MS-00406. Special Collections and Archives, University Libraries, University of Nevada, Las Vegas. Las Vegas, Nevada. http://n2t.net/ark:/62930/d15b03k4n

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    NEVADA WOMEN'S HISTORY PROJECT
    Policies and Procedures
    (as amended by the State Board on August 19, 1997)
    Adopted by the Northern Nevada Steering Committee on February 7,
    1996, with later additions in April and July, 1996, to enable
    effective functioning under the various Articles of the By-Laws
    adopted January 27, 1996.
    Amended in August, 1997 by the State Board to conform to revised
    By-Laws and apply to both the Northern and Southern Region.
    Both Regions can adopt additional Policies to meet their own
    needs as long as they are compatible with the By-Laws and these
    Policies.
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS
    Policies:
    la. When appropriate, the regions may identify themselves as
    Nevada Women's History Project, North and Nevada Women's History
    Project, South, making it clear, when possible, that each region
    is still looking at the entire State as its sphere of interest.
    lb. Letterhead and other printed materials should use the
    official logo designed by Tamara Early; it can also include
    regional and state officers and should, where possible, include
    address and phone number for both Northern Nevada office and
    Southern Nevada office.
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Policies:
    Ila. NWHP, through the State Board of Directors and/or the
    Regional Steering Committees, may advocate for programs and
    policies that further the Mission and Purposes of NWHP as long as
    those activities take a small proportion of the organization's
    time and money and do not jeopardize the tax-exempt status of the
    Nevada Women's Fund.
    lib. Regional membership lists will be provided and updated
    periodically for all officers, members of the Board, regional
    steering committees, chairs of standing committees and project
    committees. Other members may receive copies of membership lists
    by placing an order and paying $3.00 for a regional list or $5.00
    for a statewide list. Decisions regarding requests from nonmembers
    will be made by the Regional Executive Committee.
    (Added: 7/96)
    lie. In establishing fees for workshops and/or special events,
    a basic fee will be determined for NWHP individual members and a
    slightly higher fee determined for non-members. (Added: 4/96)
    ARTICLE III: MEMBERSHIP AND DUES
    Policies:
    Ilia. All membership dues are paid to the State office; a
    portion, as designated by the State Board, may be allocated to
    the region in which the member resides.
    Illb. When the active organizational member is a statewide
    organization, it shall designate a representative and the region
    in which it wishes representation. If the statewide organization
    wishes to pay dues to belong to each region, it shall designate a
    representative for each region.
    IIIc. One dues structure shall apply throughout the State.
    IIId. Renewal of membership is due on January 1 of each year.
    Members will be dropped from the rolls if their renewal has not
    been received by March 15 of that year, (effective January 1,
    1998)
    In every year beginning in 1997, a new membership or renewal
    received on or after October 1 shall be considered good for the
    following fiscal year through December 31. (Added 8/97)
    IIle. Associate membership is recognized for those organizations
    and agencies which do not wish to be organizational members
    but have paid for an annual subscription for the NWHP News.
    (added 8/97; to be initiated with Fall '97 News.)
    ARTICLE IV: STATE BOARD OF DIRECTORS
    Policies:
    IVa. Copies of any Policies and Procedures adopted by the
    State Board shall be distributed to the members of the Regional
    Steering Committees in both regions.
    IVb. Through June '98, the state office of NWHP shall be in
    Northern Nevada at an address determined by the Northern Regional
    Steering Committee.
    IVc. The State Board of Directors shall act as a information
    clearinghouse for all fundraising and confer with both Regional
    Finance Committees before initiating statewide fundraising of any
    kind.
    ARTICLE V: REGIONAL STEERING COMMITTEE
    Policies:
    Va. As long as the NWHP is a delegate agency of the Nevada
    Women's Fund, NWF shall have an organizational representative on
    both Regional Steering Committees, the other organizational
    representatives rotating as provided in the By-Laws.
    Vb. Minutes of the Regional Steering Committee meetings shall
    be distributed to its own members as well as members of the State
    Board of Directors in the other Region.
    Vc. All terms of elected and appointed officers shall begin on
    July 1 for one or two years, as outlined in the By-Laws, (added
    8/97)
    ARTICLE VI; REGIONAL EXECUTIVE COMMITTEE
    Policies:
    Via. Minutes of the Regional Executive Committee shall be
    distributed to Committee members as well as members of the
    Regional Steering Committee.
    VIb. The Publicity Chair shall review proposed news releases
    with the Regional Chair before distribution to the media and
    shall send a copy of all news releases to the Chair.
    ARTICLE VII: REGIONAL FINANCE COMMITTEE
    Policies:
    Vila. The annual regional budget shall be presented to the
    October meeting of the Regional Steering Committee for action.
    The approved budget, along with recommendations for the State
    Budget, shall be sent to the State Chair by November 1. The
    budget shall be accompanied by a written explanation of the
    various categories of income and expenditures, (added 8/97)
    VIlb. Proposals that seek funding outside the Region shall be
    forwarded to members of the State Board of Directors for approval
    .
    ARTICLE VIII: REGIONAL NOMINATING COMMITTEE
    Policies:
    Villa. The Nominating Committee will inform all candidates of
    the responsibilities contained in the various elected positions
    as outlined in the Bylaws and Policies and Procedures.
    ARTICLE IX: REGIONAL ANNUAL BUSINESS MEETING
    Policies:
    IXa. Minutes of the Regional Annual Business Meetings shall be
    distributed to all members of the State Board of Directors.
    ARTICLE X: REGIONAL OFFICERS AND DUTIES
    Policies:
    Xa. The Chair may appoint chairs of Standing Committees only to
    fill vacancies of appointments previously made by the Regional
    steering Committee. Any such appointment shall be ratified by the
    Regional Steering Committee at its next meeting.
    Xb. The Regional Treasurer in the region in which the current
    State Chair is located shall also serve as the State Treasurer
    unless the State Board of Directors determines otherwise.
    ARTICLE XI: FISCAL YEAR
    Policies:
    XIa. The fiscal year is also the membership year, for purposes
    of paying dues. See also Policy Illd.
    ARTICLE XVI: REGIONAL PROJECT REVIEW COMMITTEE (added 8/19/97)
    Project shall be defined as an activity:
    (1) related to the Mission and Purposes of NWHP that one or
    more persons wishes to carry out under the name of NWHP
    (2) which can be proposed as a regional project to involve
    members and public within the region only or
    (3) which can be proposed as a statewide project, if encompassing
    a statewide topic or audience or having statewide impact;
    proposal goes first to Regional Project Review Committee, but
    copies can be sent to the other Regional Project Review Chair for
    their consideration; must be approved by both Regional Project
    Review Committees and Executive Committees to be a State Project
    (4) which can propose to raise income to balance expenditures
    or even make a profit, but cannot be a fundraising event solely;
    that type of activity should be proposed to the Regional Finance
    Chair.
    Project Review Procedures:
    1. Proposal for project (including proposed activity and
    budget) is completed in multiple copies and submitted to Regional
    Project Review Chair, using form developed and available for that
    purpose.
    2. Copies of proposal are distributed by Chair to members of
    Regional Project Review Committee who review, evaluate, and send
    comments back to Chair via fax, letter, or telephone.
    3. If proposal includes plan to submit request for $ to
    foundation and/or corporation, Nevada Women's Fund representative
    on Project Review Committee informs NWF Executive Director of
    proposal and receives response. Concerns, if any, about proposal
    will be conveyed to NWHP Project Review Chair.
    4. As Project Review Committee becomes familiar with proposal,
    it should consider whether or not it could or should be
    looked at as a statewide project; if so, information on proposal
    is conveyed to Project Review Committee Chair in other region for
    exploration of interest and feasibility. If Proposer is suggesting
    that project is to be statewide, the Proposal should indicate
    that it is being submitted to Project Review Committees in both
    regions.
    5. Project Review Committee Chair brings recommendation of
    Committee to Executive Committee or Steering Committee, whichever
    meets next, which approves, disapproves, or approves with modification.
    This is communicated back to Proposer by Project Review
    Committee Chair.
    6. If proposal is approved in both regions, it is then
    submitted to the State Board for final approval and review of
    plans for coordination; statewide projects should have Coordinators
    in both regions with one assuming responsibility as State
    Project Coordinator.
    7. Project Coordinators are responsible for preparing
    interim and final reports on projects to Regional Project Review
    Chair and, if a statewide project, also to the State Chair.
    Project Financial Procedures:
    8. Once approved, copy of project proposal with budget is
    sent to Regional Treasurer.
    9. If an approved project involves only one region, that
    project's revenue and expenditures are handled through the
    regional budget and bank account by the Regional Treasurer.
    10. If an approved project is statewide, its revenue and
    expenditures are handled through the state budget and bank
    account by the State Treasurer.
    11. All revenues of approved projects are considered designated
    funds for that project until project is completed.
    12. All revenues for project are given to Regional or State
    Treasurer for deposit but are also reported to Project Coordinator
    by those processing the mail.
    13. All requests for expenditures and/or reimbursement are
    first processed to the Regional or State Treasurer by the Project
    Coordinator, who keeps a running account of revenue and expenditures
    .
    14. If a project requires keeping track of long distance
    telephone calls, a code number will be given to project to use on
    NWHP office phone so telephone bill will indicate calls.
    15. Project Coordinator uses reimbursement form or payment
    voucher to request monies from the Treasurer; if the Coordinator
    is handling more than one project, a separate form should be used
    for each project.
    16. On a very limited basis, blank signed checks can be given
    to a Project Coordinator as needed for specific uses. However,
    Treasurer should promptly be given information as checks are
    used, accompanied by receipt, invoice, etc.
    17. Project Coordinator can deviate from proposed budget as
    long as the total proposed income and expenditures are not
    exceeded. Deviations exceeding $100 in any category should be
    approved by the Project Review Chair or Vice-Chair before expenditure
    is made.
    18. Once project is complete, excess funds can then be transferred
    to other categories of expenditures by action of the
    Executive or Steering Committee, if a regional project, or the
    State Board, if a statewide project.
    NEVADA WOMEN'S HISTORY PROJECT
    Introduction: The following changes in the By-Laws basically
    accomplish four things;
    1. gives more flexibility to the State Board in choosing its
    officers and scheduling the state Women's History Conference;
    2. requires the State Board to create a state bank account
    independent of regional accounts and to appoint an internal audit
    review committee to review financial records of the state treasurer
    .
    3. adds the Standing Committee Chairs to the Steering
    Committee in each Region for purposes of their quarterly meetings
    ;
    4. moves the adoption of budgets from the Annual Business
    Meetings in each Region to the Regional Steering Committees and
    the State Board;
    5. changes the beginning of the fiscal year to January 1,
    but retains July 1 as the beginning of terms of office and the
    program year;-
    Bv-Law Changes Recommended for Approval at
    Annual Business Meetings, North and South. June. 1997
    (B^^ckets [] = deleted language. Underline = new language.)
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    5. [The position of State Chair shall alternate yearly
    between the north and south regional Chairs, the other acting as
    the Vice-Chair.]
    5. The positions of State Chair. State Vice-chair and State
    Treasurer—shall be a member of the State Board and be determined
    by action of the State Board of Directors.
    Explanation: to allow flexibility in determining the
    State Chair and other officers on a year to year basis.
    Section B.
    5. Approve and annual state budget and adjust, as necessary,
    based on review of quarterly financial reports of the State
    Treasurer.
    6. [Approve the acceptance of funds and statewide expenditures
    . ] The State Treasurer shall place state funds in a bank
    account independent of regional accounts.
    Explanation: this makes it very clear what monies are to be
    used for statewide expenditures.
    1. [Plan and conduct a biennial] Determine the scheduling of
    ^ statewide conference on Nevada Women's History, alternating
    between the regions.
    9-: Appoint an internal audit committee to review financial
    records of the State Treasurer and present a written report for
    each regional annual business meeting.
    Explanation: this is good business practice.
    The State Board may:
    [2. Contract for a loan or issue any evidence of indebtedness,
    on behalf of the organization, only by a resolution of the
    Board and confined top specific instances. No loan shall be made
    to any officer or member of the Board of Directors.]
    Explanation: We don't feel this is an appropriate option
    Section C. Procedures
    2. The State Board of Directors shall meet at least- twice a
    year in person, by conference call, or video conference.
    Explanation: allows for special meetings, when needed.
    4. For the transaction of business, [a majority of the
    statewide board shall constitute a quorum] the State Board shall
    have a quorum of four (4), provided the Chair or Vice-Chair is
    present.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: [Fifteen (15)] Twentxione_L211 members
    . P- Six (6)—chairs of the standing committees as outlined in
    A.3rL.icl0 VX »
    Explanation: Chairs of 6 standing committees will he
    added to the Steering Committee, now composed of 4
    officers, 4 members at large, and 6 representatives of
    organizational members. This will result in closer
    communication between those responsible for NWHP planning
    and project implementation.
    Section C. Powers and Duties.
    3. Appoint Standing Committee chairs to one (1) year terms
    [compatible with the fiscal year] beginning in Julv of each vear
    Explanation: fiscal year is being changed to calendar
    year, but we prefer officers to change in July.
    7. [Recommend] Adopt an annual budget for the region, [to be
    adopted at the Annual Business Meeting] taking into acconrnmember
    suggestions and priorities, and submit to the State Board.
    no later than October 15,—a report of regional activitv and
    request for state funds for the fiscal vear beginning January i.
    Explanation: members will discuss budget at Annual
    Business Meeting but final adoption will be in Fall by
    Steering Committee.
    Section D. 2. [Eight (8)] Eleven (11) members present, to include
    either the Chair or Vice-Chair, shall constitute a quorum.
    Explanation: quorum number is increased to require a
    majority to be present to take action
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section C. Meetings
    1. The Executive Committee shall meet monthly, exceot when
    It meets on a quarterly basis as nai-t of the Steering Committee
    Explanation: compatible with Article V above; otherwise,
    the Executive Committee would need to meet twice
    in one month.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    tor presentation to the Steering Committee for approval [bv the
    membership at the Annual Business Meeting].
    Explanation: compatible with change in Article V, C7.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In [the last quarter of each fiscal] June of
    year, there shall be an Annual Business Meeting for the purpose
    1. Electing officers, whose terms begin on Julv 1 :
    2. [Adopting a budget] Hearing reports of various NWHP
    activities;
    J • fi^ceiving a report of the organization's fiscal affairs
    SJ25—discussinQ related budget items •
    , Recommending program priorities for the rnnn'nfT and
    related budget items:
    5. Taking action on such matters as may be before the group
    Explanation: clarifying terms of office and items to be
    discussed; removing membership approval of budget.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    2. Serve as Chair of the State Board of Directors in alternate
    years [.] ^—unless the State Board determines otherwise.
    Explanation: allows flexibility.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be [July 1 to June 30]
    January 1 to December 31.
    Explanation: Fiscal year coinciding with calendar year
    IS easier for members to remember, fits better with
    accounting software programs.
    All proposed changes, if adopted, will become effective immediately
    for planning purposes but no later than July 1^ 1997.
    BY-LAWS CHANGES TO BE VOTED ON AT JUNE BUSINESS MEETINGS
    As our small group meetings this Spring have focused on our
    vision of the future, simplifying the NWHP structure has been an
    important topic.
    Numerous changes in the By-Laws were discussed. The State
    Board decided at its March 22 meeting to recommend the following
    changes to the membership for their action:
    1. Remove the category of Associate non-voting membership.
    Instead, we will encourage governmental agencies, libraries,
    museums, etc. to either join as voting members or subscribe to the
    quarterly News.
    2 . Streamline the regional decision-making process by placing
    all the power in the hands of the 11-member Executive Committee;
    this means removing the positions of members-at-large and the
    representatives of organizational members. (The role of
    organizational rep will be further defined in a new NWHP policy.)
    3. Reduce the needed quorum to do business at the Annual
    Business Meeting from 20% to 10% of the members.
    Jean Ford, Kay Sanders, and Eva Stowers were appointed to
    review the By-Laws and prepare a copy with the details to be
    distributed and voted on at the June business meetings (June 1
    (NWHP-North) and June 6 (NWHP-South). Copies may be obtained before
    those meetings by calling 322-7754 in Reno or 255-8309 in Las
    Vegas.
    The State Board also discussed current NWHP Policies and
    Procedures that were adopted in August, 1997. At its July meeting,
    the Board will consider the following changes:
    1. Allow use of the NWHP name and/or logo and any accompanying
    text or photos for promotional purposes only after advance
    permission has been given by the NWHP board governing the area in
    which the promotional material would be used. (Regional proposal
    approved by regional executive committee; state proposal approved
    by State Board)
    2. Delete recognition of associate membership category.
    3. Delete references to Regional Steering committee.
    4. Clarify that all terms of officers begin on July 1.
    5. Require all proposals for fundraising to be approved by the
    Regional Finance Chairs and notice given to Regional Executive
    Committees. In cases of statewide fundraising, proposals should be
    forwarded to the Stateboard by the Regional Executive Committee.
    /
    BYLAWS OF THE
    NEVADA WOMEN'S HISTORY PROJECT
    RATIFIED ON: January 27, 1996
    AMENDED ON: December 5, 1996
    FURTHER AMENDED ON: June 21, 1997
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS
    Section A. Name
    The name of this organization shall be the Nevada Women's
    History Project (NWHP). The NWHP is a non-profit organization
    operating as a delegate agency under an agreement with the Nevada
    Women's Fund.
    Section B. Regions
    NWHP is a statewide organization divided into the following
    regions: The Northern Region shall consist of Carson City, and
    the counties of Churchill, Douglas, Elko, Eureka, Humboldt,
    Lander, Lyon, Mineral, Pershing, Storey, Washoe, and White Pine.
    The Southern Region shall consist of the counties of Clark,
    Esmeralda, Lincoln, and Nye.
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Section A. Mission
    To provide visibility and support for the gathering and
    dissemination of history about the roles and contributions of
    Nevada women of every race, class, and ethnic background.
    Section B. Purposes
    The work of the NWHP will emphasize, but not be limited to,
    the following areas of focus:
    1. Collecting papers, records, photos, and other archival
    materials about Nevada women for placement in repositories
    across the State.
    2. Serving as a clearinghouse for information about
    research, resources, activities, and other matters concordant
    with our mission.
    3. Encouraging the gathering of artifacts for exhibits in
    museums and galleries and for use in publications and
    programming.
    4. Educating through conferences, seminars, lectures, and
    workshops.
    5. Producing printed materials, video documentaries, and
    other electronic media programming.
    6. Developing instructional materials for K-16.
    7. Encouraging the collection and preservation of oral
    histories in the form of sound recordings, manuscripts, and
    video/films.
    Section C. Policies
    1. All officers, steering committee, and executive committee
    members serve without compensation in those capacities.
    NEVADA WOMEN'S HISTORY PROJECT
    Policies and Procedures
    (as amended by the State Board on August 19, 1997)
    Adopted by the Northern Nevada Steering Committee on February 7,
    1996, with later additions in April and July, 1996, to enable
    effective functioning under the various Articles of the By-Laws
    adopted January 27, 1996.
    Amended in August, 1997 by the State Board to conform to revised
    By-Laws and apply to both the Northern and Southern Region.
    Both Regions can adopt additional Policies to meet their own
    needs as long as they are compatible with the By-Laws and these
    Policies.
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS
    Policies:
    la. When appropriate, the regions may identify themselves as
    Nevada Women's History Project, North and Nevada Women's History
    Project, South, making it clear, when possible, that each region
    is still looking at the entire State as its sphere of interest.
    lb. Letterhead and other printed materials should use the
    official logo designed by Tamara Early; it can also include
    regional and state officers and should, where possible, include
    address and phone number for both Northern Nevada office and
    Southern Nevada office.
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Policies:
    Ila. NWHP, through the State Board of Directors and/or the
    Regional Steering Committees, may advocate for programs and
    policies that further the Mission and Purposes of NWHP as long as
    those activities take a small proportion of the organization's
    time and money and do not jeopardize the tax-exempt status of the
    Nevada Women's Fund.
    lib. Regional membership lists will be provided and updated
    periodically for all officers, members of the Board, regional
    steering committees, chairs of standing committees and project
    committees. Other members may receive copies of membership lists
    by placing an order and paying $3.00 for a regional list or $5.00
    for a statewide list. Decisions regarding requests from nonmembers
    will be made by the Regional Executive Committee.
    (Added: 7/96)
    lie. In establishing fees for workshops and/or special events,
    a basic fee will be determined for NWHP individual members and a
    slightly higher fee determined for non-members. (Added: 4/96)
    2. The Nevada Women's History Project will not engage in any
    partisan political activity.
    3. No part of NWHP's net earnings will inure to the benefit
    of any private individual. The election or appointment of any
    officer shall not of itself create any contract rights.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    1. Individual (voting); Any women or man willing to support
    the mission, purposes, and policies of the NWHP.
    2. Active organization (voting through designated
    representative): A group which has its own organization and
    supports the mission, purposes, and policies of NWHP.
    3. Associate (non-voting): A tax-supported agency or
    institution whose purpose is compatible with NWHP.
    Section B. Dues are established and set by the Regional Steering
    Committee. When there is more than one regional group, dues are
    established by the State Board of Directors.
    Section C. NWHP encourages corporate sponsors who make annual
    contributions or provide in-kind services.
    Section D. No person shall hold any office or serve on any board,
    standing or steering committee unless s/he, or the organization
    s/he represents, is a paid-up member in good standing.
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The Board shall be composed of:
    1. The regional Chairs (north and south).
    2. The regional Treasurers (north and south).
    3. Two at-large members, one each, chosen by their regional
    Chairs and Treasurers, (north and south).
    4. The seventh member, a Secretary, shall be chosen by the
    State Chair.
    5. The positions of State Chair, State Vice-Chair and State
    Treasurer shall be members of the State Board and be determined
    by action of the State Board of Directors.
    6. The Chair may also appoint a non-voting Recording
    Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall:
    1. Develop statewide policies to be implemented by the State
    Board and/or other regions regarding elections, contracts, and
    other pertinent matters.
    2. Delegate authority and define accountability for the
    development and implementation of policies at the regional level
    as needed.
    3. Govern the statewide affairs of NWHP including the
    designation of one address to be the the state office within the
    boundaries of Nevada.
    4. Establish statewide committees as needed and determine
    their charge, size, and composition.
    5. Approve the annual state budget, and adjust, if necessary,
    based on review of quarterly financial reports of the State
    Treasurer.
    6. The State Treasurer shall place state funds in a bank
    account independent of regional accounts. All checks, drafts, or
    other orders for payment of money, notes, or other evidences of
    indebtedness issued in the name of the organization shall be
    signed by such officer or officers, agent or agents of the
    organization and in such manner as shall from time to time be
    determined by a resolution.
    7. Determine the scheduling of a statewide conference on
    Nevada Women's History, alternating between the regions.
    8. Indemnify the Nevada Women's Fund Board of Directors for
    the liability resulting from any actions of NWHP.
    9. Appoint an internal audit committee to review financial
    records of the State Treasurer and present a written report for
    each regional annual business meeting.
    The State Board may;
    1. Hire, direct the activities of, and evaluate the
    performance of an executive director, and authorize the hiring of
    additional paid staff.
    2. Authorize the organization to pay, or cause to be paid by
    insurance or otherwise, any judgement or fine rendered or levied
    against a present or former board member, officer, employee, or
    agent of the organization in an action, brought against such
    person to impose a liability or penalty for an act or omission
    alleged to have been committed by such person while a board
    member, officer, employee or agent of the organization, provided
    that the Board of Directors shall determine that such person
    acted in good faith and without wilful misconduct or gross negligence
    for a purpose which s/he reasonably believed to be in the
    best interests of the organization. Payments authorized hereunder
    include amounts paid and expenses incurred (including attorneys'-
    fees) in satisfaction of any liability or penalty or in settling
    any action or threatened action, but in no event shall this
    provision permit payment of any amount, payment of which would
    give rise to any liability for taxes or penalties.
    3. Transact such other business as is necessary and appropriate
    to this body, including coordinating statewide projects.
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meet at least twice a
    year in person, by conference call, or video conference.
    3. The State Board shall receive reports from regional
    finance committees, initiate, where feasible, statewide fund
    raising projects, and develop long range fund raising plans.
    4. For the transaction of business, the State Board shall
    have a quorum of four (4), provided the Chair or Vice-Chair is present.
    5. Except as otherwise specifically provided by these
    Bylaws, the vote of a majority of the quorum present at the
    meeting shall constitute the official action of the State Board.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: Twenty-one (21) members
    The Regional Steering Committee shall be composed of:
    1. Four (4) officers (Chair, Vice-Chair, Secretary, Treasurer)
    , elected at the Annual Business Meeting to two (2) year
    staggered terms. (At the first election, the Chair and Secretary
    will be elected to one and one-half (1 1/2) year terms and the
    Vice-Chair and Treasurer to one-half (1/2)year terms).
    2. Four (4) members-at-large, chosen at the Annual Business
    Meeting for two (2) year staggered terms. (At the first election,
    two (2) positions shall be designated for one and one-half (1
    1/2) year terms and two (2) for one-half (1/2) year terms.)
    3. Six (6) organizational representatives appointed by their
    organizations. (At the first election the first six (6) organizations
    joining NWHP shall have their representatives serve on the
    Steering Committee. Three (3) positions shall be designated for
    one and one-half (1 1/2) year terms and three (3) for one-half
    (1/2) year terms.)
    4. One (1) representative designated by the Nevada Women's
    Fund shall serve as a voting member of the Regional Steering
    Committee as long as the NWHP is a delegate agency of that
    organization.
    5. Six (6) chairs of the standing committees as outlined in
    Article VI.
    Section B. Term Limitations (become effective July 1, 1996)
    1. Members may serve a maximum of two (2) years in any one
    (1) position within a six (6) consecutive year maximum of service
    on the board in various positions. After one (1) year's absence,
    a person may again be elected or appointed to serve on the
    Regional Steering Committee.
    2. Organizational representatives serve two (2) year terms.
    Then, six (6) other organizations in the order of their joining
    NWHP may rotate onto the Steering Committee. Organizational
    representatives may also serve in other positions on the Steering
    Committee as individuals, but not concurrently and for no
    more than a total of six (6) consecutive years.
    3. Any member of the Steering Committee may be removed after
    three (3) unexcused absences, or for just cause by action of the
    Steering Committee.
    4. A Steering Committee member may be removed from the
    committee before the end of his/her term by a two-third (2/3)
    majority vote of the Steering Committee.
    Section C. Powers and Duties
    The Steering Committee shall:
    1. Manage the affairs of the regional group.
    2. Set overall policy compatible with these Bylaws and
    state policy.
    3. Appoint Standing Committee chairs to one (1) year terms,
    beginning in July of each year.
    4. Recommend statewide projects to the State Board of
    Directors.
    5. Appoint individuals to fill vacancies on the Steering
    Committee including that of an officer until the next election.
    6. Ratify appointments recommended by the Executive Committee
    to fill vacancies of Standing Committee Chairs.
    7. Adopt an annual budget for the region, taking into
    account member suggestions and priorities, and submit to the
    State Board, no later than October 15, a report of regional
    activity and request for state funds for the fiscal year beginning
    January 1.
    The Steering Committee may:
    1. Hire, direct the activities of, and evaluate the performance
    of staff.
    2. Contract for services.
    3. Call special meetings of the Steering Committee.
    Section D. Meetings
    1. The Steering committee will meet quarterly.
    2. Eleven (11) members present, to include either the Chair
    or Vice-chair, shall constitute a quorum.
    3. Each member is entitled to one (1) vote.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section A. Composition (ten (10) members)
    The Executive Committee shall be composed of:
    1. Four (4) officers from the Steering Committee.
    2. Six (G) Standing Committee chairs representing the
    committees on_Membership, Publicity/Speakers' Bureau, Program
    Planning, Project Review and Coordination, Newsletter, and
    Finance.
    Section B. Powers and Duties.
    1. Handle the day-to-day operations of the group compatible
    with policies and plans set by the Steering Committee and State
    Board.
    2. Submit appointments to fill vacancies of Standing Committee
    Chairs to Steering Committee for ratification
    3. Fill vacancies until next election for Standing Committee
    chairs; these appointments will be ratified by the Steering
    Committee at its next meeting.
    4. Call special meetings of the Executive Committee.
    5. Approve grant applications and submit to the Nevada
    Women's Fund for review in a timely manner before submission to a
    granting agency.
    6. Approve regional projects and their directors based on
    recommendations of the Project Review Committee.
    7. Approve expenditures based on the adopted annual budget.
    8. Approve operating policies of the Standing Committees.
    Section C. Meetings
    1. The Executive Committee shall meet monthly, except when
    it meets on a quarterly basis as part of the Steering Committee.
    2. A quorum of six (6) members, to include either the Chair
    or the Vice-Chair, is necessary to conduct business.
    3. Each member is entitled to one (1) vote.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    for presentation to the Steering Committee for approval.
    Section B. The Finance Committee shall explore fund raising
    opportunities and act as a resource for project grant writing.
    Section C. The Treasurer shall be a member of this committee.
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    Section A. A Nominating Committee shall consist of three (3)
    members appointed by the Steering Committee no later than October
    1st of each year.
    Section B. Responsibilities.
    1. The Nominating Committee shall present to the Executive
    Committee a slate of candidates for offices, which allows for
    staggered terms in the following manner: each year two (2)
    officers and two (2) members-at-large to be nominated for two (2)
    year terms with election at the Annual Business Meeting.
    2. Additional nominations may be made from the floor at the
    Annual Business Meeting.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In June of each year, there shall be an Annual Business
    Meeting for the purpose of:
    1. Electing officers, whose terms begin on July 1;
    2. Hearing reports of various NWHP activities;
    3. Receiving a report of the organization's fiscal affairs
    and discussing related budget items.
    4. Recommending program priorities for the coming year and
    related budget items.
    5. Taking action on such matters as may be brought before
    the group.
    Section B. A quorum shall be twenty (20) % of the members of the
    region. For purposes of determining a quorum and voting, each
    individual member is counted as one (1) and each designated
    representative of an active organizational member is counted as
    two (2).
    Section C. Notice of an Annual Business Meeting shall go to
    members at least ten (10) working days in advance of the meeting.
    Section D. The Nominating Committee shall serve as the Election
    Committee at the Annual Business Meeting.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    1. Serve as the presiding officer of the Steering Committee
    and the Executive Committee and oversee the planning and administration
    of NWHP.
    2. Serve as Chair of the State Board of Directors in alternate
    years, unless the State Board determines otherwise.
    3. Set the agendas for the meetings over which she presides.
    4. Appoint chairs of Standing Committees to fill vacancies,
    with the approval of the majority of the Executive Committee, and
    appoint special committees as necessary.
    5. Serve as an ex-officio member of all committees except
    the Nominating Committee.
    6. Exercise and perform such other powers and duties as may
    be prescribed by the Steering Committee from time to time.
    Section B. The Vice-Chair shall:
    1. Serve as Chair in the absence of the Chair or the Chair's
    inability to act.
    2. Assist the Chair to carry out the duties of the office of
    the Chair.
    3. Have such other powers and perform such other duties as
    may be prescribed from time to time by the Steering Committee or
    by the Chair.
    Section C. The Treasurer shall:
    1. Act as the chief financial officer.
    2. Keep and maintain or cause to be kept and maintained
    adequate and correct accounts of the properties and business
    transactions of the organization, including accounts of its
    assets, liabilities, receipts, disbursements, gains, and losses.
    3. Present financial reports to the Executive Committee and
    Steering Committee at each of their meetings.
    4. Ensure that all funds and securities of the organization
    are deposited in banks, trust companies, or other depositories
    approved by the Executive Committee.
    5. Ensure that funds are properly disbursed.
    6. Have such other powers and perform such other duties as
    may be prescribed by the Steering Committee from time to time.
    The books of the account shall at all times be open to inspection
    by any officer or member of the Executive or Steering Committee.
    Section D. The Secretary shall:
    1. Oversee/prepare and maintain official records.
    ^ 2. Keep or cause to be kept full minutes of all Steering
    Committee and Executive Committee meetings.
    3. Give or cause to be given notice of any special or
    regular meetings.
    4. Ensure that a master file is maintained for the organization
    .
    5. Have such powers and perform such other duties as may be
    prescribed by the Steering Committee from time to time.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be January 1 to December
    31.
    ARTICLE XII. PARLIAMENTARY AUTHORITY
    Section A. The rules contained in the current edition of Robert's
    Rules of Order-Newlv Revised shall govern in all cases to which
    they are applicable as long as they are not inconsistent with
    these Bylaws and any special policies and procedures adopted by
    the State Board of Directors.
    ARTICLE XIII. AMENDMENTS
    Section A. These Bylaws may be amended or repealed, or new Bylaws
    may be adopted by a simple majority of those voting in one of the
    following options as determined by the State Board: (1) the
    Annual Business Meeting of each region, (2) a special meeting
    called for that purpose in each region, (3) a business meeting
    held in conjunction with the state Biennial Conference, or (4) an
    election by mail, conducted by the State Board mailing the
    proposed changes with a printed ballot and voting instructions to
    the total membership.
    Section B. If proposed changes, substitutions, deletions, or
    additions will be acted upon through options (1), (2), or (3)
    listed above, they must be submitted in writing to each member at
    least ten (10) working days prior to the date of the Meeting.
    ARTICLE XIV. DISSOLUTION
    Section A. Upon dissolution or other termination of the organization,
    any assets remaining after all debts of the organization
    have been paid shall be disposed of as determined by the State
    Board of Directors.
    ARTICLE XV. PURPOSE OF THE BYLAWS
    Section A. These Bylaws are adopted for the sole purpose of
    facilitating the discharge, in an orderly manner, of the purpose
    of the organization. These Bylaws shall never be construed in any
    such way as to impair the efficient operation of the organization
    .
    NEVADA WOMEN'S HISTORY PROJECT
    Policies and Procedures
    (as amended by the State Board on August 19, 1997)
    Adopted by the Northern Nevada Steering Committee on February 7,
    1996, with later additions in April and July, 1996, to enable
    effective functioning under the various Articles of the By-Laws
    adopted January 27, 1996.
    Amended in August, 1997 by the State Board to conform to revised
    By-Laws and apply to both the Northern and Southern Region.
    Both Regions can adopt additional Policies to meet their own
    needs as long as they are compatible with the By-Laws and these
    Policies.
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS
    Policies:
    la. When appropriate, the regions may identify themselves as
    Nevada Women's History Project, North and Nevada Women's History
    Project, South, making it clear, when possible, that each region
    is still looking at the entire State as its sphere of interest.
    lb. Letterhead and other printed materials should use the
    official logo designed by Tamara Early; it can also include
    regional and state officers and should, where possible, include
    address and phone number for both Northern Nevada office and
    Southern Nevada office.
    ARTICLE II; MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Policies:
    Ila. NWHP, through the State Board of Directors and/or the
    Regional Steering Committees, may advocate for programs and
    policies that further the Mission and Purposes of NWHP as long as
    those activities take a small proportion of the organization's
    time and money and do not jeopardize the tax-exempt status of the
    Nevada Women's Fund.
    lib. Regional membership lists will be provided and updated
    periodically for all officers, members of the Board, regional
    steering committees, chairs of standing committees and project
    committees. Other members may receive copies of membership lists
    by placing an order and paying $3.00 for a regional list or $5.00
    for a statewide list. Decisions regarding requests from nonmembers
    will be made by the Regional Executive Committee.
    (Added: 7/96)
    lie. In establishing fees for workshops and/or special events,
    a basic fee will be determined for NWHP individual members and a
    slightly higher fee determined for non-members. (Added: 4/96)
    -g?cra"nd's:LL%^„'r%^^ by -^"rL"he'^:?ti;ern:;adf
    Daractors an accordance with these bylaws. Uniil ther! il fs?fte
    SiLs""-^"-K!rs-s::;^fs
    Section A. Name
    NEVADA WOMEN HISTORY PROJECT
    RATIFIED ON V' -2 1, ! O^iL
    !/ ^"
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS
    ^ V - J .w i A r\ m
    pJjjeJriNWHpi"^^ ?hrNKHS"°" •''® Nevada Women's History
    Section B. Regions
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Section A. Mission
    Ne":3r":L^°"ol'eJi;J°^LJ^°cLss: Ind"thSSl^Ss?=
    Section B. Purposes
    fcll^eLMreal rL^ui: but not be limited to, the
    '• ^-ti?J^s^ag:?rNevadriom;n^?l^°pla«lnf"
    reposatories across the State. an
    i''f°tmation about
    research, resources, activities ;^r\r^ rr, .^,u
    concordant with our missio^ ' ""atters
    w o r k s . h o p s . c o n f e r e n c e s , s e m i n a r s , l e c t u r e s , a n d
    6. Developing instructional materials for K-16.
    7. Encouraging the collection and preservation of oral
    histories in the form of sound recordings, manuscripts,
    and video/films.
    Section C. Policies
    !• All officers, steering committee, and executive
    committee members serve without compensation in those
    capacities.
    2. The Nevada Women's History Project will not engage in
    any partisan political activity.
    3. No part of NWHP's net earnings will inure to the
    benefit of any private individual. The election or
    appointment of any officer shall not of itself create any
    contract rights.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    1. Individual (voting): Any woman or man willing to
    support the mission, purposes, and policies of the NWHP.
    2. Active Organization (voting through designated
    representative): A group which has its own
    organization and supports the mission, purposes, and
    policies of NWHP.
    3. Associate (non-voting): A tax-supported agency or
    institution whose purpose is compatible with NWHP.
    Ssction B. Dues are established and set by the regional
    committee. When there is more than one regional
    group, dues are established by the State Board of
    Directors.
    Section C. NWHP encourages corporate sponsors who make
    annual contributions or provide in-kind services.
    Section D. No person shall hold any office or serve on any
    board, standing or steering committee unless s/he, or
    the organization s/he represents, is a paid-up member
    in good standing.
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The Board shall be composed of:
    1. The regional Chairs (north and south).
    2. The regional Treasurers (north and south).
    3. Two at-large members, one each, chosen by their regional
    Chairs and Treasurers, (north and south).
    4. The seventh member, a Secretary, shall be chosen by
    the statewide Chair.
    5. The position of State Chair shall alternate yearly
    between the north and south regional Chairs, the
    other acting as the Vice-Chair.
    6. The Chair nay also appoint a non—voting Recording
    Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall;
    1. Develop statewide policies to be inplenented by the State
    Board and/or regions regarding elections, contracts,
    and other pertinent natters.
    2. Delegate authority and define accountability for the
    development and inplenentation of policies at the
    regional level as needed.
    3. Govern the statewide affairs of NWHP including
    the designation of one address to be the state
    office within the boundaries of Nevada.
    4. Establish statewide conmittees as needed and
    deternine their charge, size, and conposition.
    5. Approve the annual state budget.
    6. Approve the acceptance of funds and the statewide
    expenditures. All checks, drafts, or other orders for
    paynent of money, notes, or other evidences of
    indebtedness issued in the name of the organization shall
    be signed by such officer or officers, agent or agents of
    the organization and in such manner as shall from tine to
    tine be determined by resolution.
    1• Plan and conduct a biennial conference on Nevada
    Women's History.
    8. Indemnify the Nevada Women's Fund Board of Directors for
    liability resulting from any actions of NWHP.
    The State Board may:
    Hire, direct the activities of, and evaluate the
    performance of an executive director, and authorize the
    hiring of additional paid staff.
    2. Contract for a loan or issue any evidence of
    indebtedness, on behalf of the organization, only by a
    resolution of the Board and confined to specific
    instances. No loan shall be made to any officer or member
    of the Board of Directors.
    3. Authorize the organization to pay, or cause to be paid by
    insurance or otherwise, any judgment or fine rendered or
    levied against a present or former Board Member, officer,
    employee, or agent of the organization in an action,
    brought against such person to impose a liability or
    penalty for an act or omission alleged to have been
    committed by such person while a Board Member, officer,
    employee or agent of the organization provided that the
    Board of Directors shall determine in good faith that
    such person acted in good faith and without wilful
    misconduct or gross negligence for a purpose which s/he
    3
    reasonably believed to be in the best interests of the
    organization. Payments authorized hereunder include
    amounts paid and expenses incurred (including attorneys'
    fees) in satisfaction of any liability or penalty or in
    settling any action or threatened action, but in no
    event, shall this provision permit payment of any amount,
    payment of which would give rise to any liability for
    taxes or penalties.
    Transact such other business as is necessary and
    appropriate to this body, including coordinating
    statewide projects.
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meet twice a
    year in person, by conference call, or video
    conference.
    3. The State Board shall receive reports from regional
    finance committees, initiate, where feasible,
    statewide fund raising projects, and develop long
    range fund raising plans.
    For the transaction of business, a majority of
    the statewide board shall constitute a quorum,
    provided the Chair or Vice-Chair is present.
    5. Except as otherwise specifically provided by these
    bylaws, the vote of a majority of the quorum present
    at the meeting shall constitute the official action
    of the State Board.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition; Fourteen (14) members
    The Steering Committee shall be composed of:
    1. Four (4) officers (Chair, Vice—chair. Secretary,
    Treasurer), elected at the Annual Business Meeting to two
    (2) year staggered terms. (At the first election,
    the Chair and Secretary will be elected to
    one and one-half (1 1/2) year terms and the Vice-chair
    and Treasurer to one-half (1/2) year terms).
    2. Four (4) members-at-large, chosen at the Annual Business
    Meetxng for two (2) year staggered terms. (At the first
    election^ two (2) positions shall be designated for one
    and one-half (1 1/2) year terms and two (2) for one-half
    (1/2) year terms.)
    3. Six (6) organizational representatives appointed by
    their organizations. (At the first election the first
    six (6) organizations joining NWHP shall have their
    representatives serve on the Steering Committee. Three
    (3) positions shall be designated for one and one-half
    (1 1/2) year terms and three (3) for one-half (1/2)
    year terms.)
    Section B. Term Limitations;
    1. Members may serve a maximum of two (2) years in any one
    (1) position with a six (6) consecutive year maximum of
    service on the board in various positions. After one (1)
    absence, a person may again be elected or
    appointed to serve on the Regional Steering Committee.
    2. Organizational representatives serve two (2) year
    terms.^ Then, six (6) other organizations in the order
    of their joining NWHP may rotate onto the Steering
    Committee. Organizational representatives may also serve
    in other positions on the Steering Committee as
    individuals, but not concurrently and for no more than a
    total of six (6) consecutive years.
    3. Any member of the Steering Committee may be removed after
    three (3) unexcused absences, or for just cause by action
    of the Steering Committee.
    4. A Steering Committee member may be removed from
    the coi^ittee before the end of his/her term by a
    two—third (2/3) majority vote of the Steering Committee.
    Section C. Powers and Duties
    The Steering Committee shall:
    1. Manage the affairs of the regional group.
    2. Set overall policy compatible with these Bylaws and state
    policy.
    3. Appoint Standing Committee chairs to one (1) year terms
    compatible with the fiscal year, with the option of
    reappointing to another one (1) year term.
    4. Recommend statewide projects to the State Board of
    Directors.
    5. Appoint individuals to fill vacancies on the Steering
    Committee including that of an officer until the next
    election.
    6. Recommend an annual budget for the region to be adopted
    at the Annual Business Meeting.
    The Steering Committee may:
    1. Hire, direct the activities of, and evaluate the
    performance of staff.
    2. Contract for services.
    3. Call special meetings of the Steering Committee.
    Section D. Meetings
    1. The Steering Committee will meet guarterly.
    2. Eight (8) members present, to include either the Chair or
    Vice—Chair, shall constitute a quorum.
    3. Each member is entitled to one (1) vote.
    5
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section A. Composition (ten (10) members)
    The Executive Committee shall be composed of:
    1. Four (4) officers from the Steering Committee.
    2. Six (6) Standing Committee chairs representing the
    committees on_Membership, Publicity/Speakers' Bureau,
    Program Planning, Project Review and Coordination,
    Newsletter, and Finance.
    Section B. Powers and Duties.
    1. Handle the day-to-day operations of the group
    compatible with policies and plans set by the
    Steering Coi^ittee and State Board.
    2- Fill vacancies until next election for Standing
    Committee chairs.
    3. Call special meetings of the Executive Committee.
    4. Approve grant applications and submit to the
    Nevada Women's Fund for review in a timely manner
    before submission to a granting agency.
    5. Approve regional projects and their directors
    based on recommendations of the Project Review
    Committee.
    6. Approve expenditures based on the adopted annual
    budget.
    Section C. Meetings
    1. The Executive Committee shall meet monthly.
    2. A quorum of six (6), to include either the Chair or the
    Vice-chair, is necessary to conduct business.
    3. Each member is entitled to one (1) vote.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Committee will develop an annual budget
    presentation to the Steering Committee for approval by the
    membership at the Annual Business Meeting.
    Finance Committee shall explore fund raising
    pp tunities and act as a resource for project grant writing.
    Section C. The Treasurer shall be a member of this committee.
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    Section A. A_Nominating Committee shall consist of three (3)
    Ist^of^eJch^ySa?^ Steering Committee no later than Octobe
    •Section B. Responsibilities.
    1. The Nominating Committee shall present to the Executive
    Committee a slate of candidates for offices, which
    allows for staggered terms in the following manner: each
    year two (2) officers and two (2) members-at-large to be
    nominated for two (2) year terms with election at the
    Annual Business Meeting.
    2. Additional nominations may be made from the floor at the
    Annual Business Meeting.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In the last quarter of each fiscal year, there
    shall be an Annual Business Meeting for the purpose of:
    1. Electing officers.
    2. Adopting a budget.
    3. Hearing reports of various NWHP activities.
    4. Taking action on such matters as may be before the group.
    Section B. A quorum shall be thirty (30) % of the membership.
    For purposes of determining a quorum and voting, each individual
    member is counted as one (1) and each designated representative
    of an active organizational member is counted as two (2).
    Ssction C. Notice of an Annual Business Meeting shall go to
    members at least ten (10) working days in advance of the meeting.
    Section D. The Nominating Committee shall serve as the
    Election Committee at the Annual Business Meeting.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    Serve as the presiding officer of the Steering Committee
    the Executive Committee and oversee the planning and
    administration of NWHP.
    2. Serve as Chair of the State Board of Directors in
    alternate years.
    3. Set the agendas for the meetings over which she presides.
    4. Appoint chairs of Standing Committees, with the
    approval of the majority of the Executive Committee, and
    appoint special committees as necessary.
    5. Serve as an ex-officio member of all committees except
    the Nominating Committee. - •
    6. Exercise and perform such other powers and duties as may
    be prescribed by the Steering Committee from time to
    time.
    Section B. The Vice-Chair shall:
    1. Serve as Chair in the absence of the Chair or the Chair's
    inability to act.
    7
    / f
    2. Assist the Chair to carry out the duties of the office of
    the Chair.
    3. Have such other powers and perforin such other duties as
    may be prescribed from time to time by the Steering
    Committee or by the Chair.
    Section C. The Treasurer shall:
    1. Act as the chief financial officer.
    2. Keep and maintain or cause to be kept and maintained
    adequate and correct accounts of the properties and
    business transactions of the organization, including
    acpcounts of its assets, liabilities, receipts,
    disbursements, gains, and losses.
    Present financial reports to the Executive Committee and
    Steering Committee at each of their meetings.
    4. Ensure that all funds and securities of the organization
    are deposited in banks, trust companies, or other
    depositories approved by the Executive Committee.
    5. Ensure that funds are properly disbursed.
    6. Have such other powers and perform such other duties as
    may be prescribed by the Steering Committee from time to
    time. The books of the account shall at all times be
    open to inspection by any officer or member of the
    Executive or Steering Committee.
    Section D. The Secretary shall
    1. Oversee/prepare and maintain official records.
    2. Keep or cause to be kept full minutes of all meetings.
    3. Give or cause to be given notice of any special or
    regular meetings.
    4. Ensure that a master file is maintained for the
    organization
    5. Have such powers and perform such other duties as may be
    prescrxbed by the Steering Committee from time to time.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be July 1 to June 30.
    ARTICLE XII. PARLIAMENTARY AUTHORITY
    Section A. The rules contained in the current edition of Robert's
    Rules of Order-Newly Revised shall govern in all cases to which
    they are applicable in which they are not inconsistent with these
    Bylaws and any special rules of order adopted by the state Board
    of Dxrectors.
    I
    ARTICLE XIII. AMENDMENTS
    Section A. These bylaws may be amended or repealed, or new
    Bylaws may be adopted by a simple majority of those present at
    the Annual Business Meeting or a special meeting called for that
    purpose; and
    Section B. Provided any changes, substitutions, deletions, or
    additions, are submitted in writing to each member at least ten
    (10) working days prior to the date of the Meeting.
    ARTICLE XIV. DISSOLUTION
    Section A. Upon dissolution or other termination of the
    organization, any assets remaining after all debts of the
    organization have been paid shall be disposed of as determined by
    the State Board of Directors.
    ARTICLE XV. PURPOSE OF THE BYLAWS
    Section A. These Bylaws are adopted for the sole purpose of
    facilitating the discharge, in an orderly manner, of the purpose
    of the organization. These Bylaws shall never be construed in
    any such way as to impair the efficient operation of the
    organization.
    NEVADA WOMEN'S HISTORY PROJECT
    1048 N. Sierra #A
    Reno, NV 89503
    /
    NEVADA WOMEN'S HISTORY PROJECT
    The following Policies and Procedures were adopted by the
    Northern Nevada Steering Committee on February 7, 1996, to enable
    effective functioning under the various Articles of the By-Laws
    adopted January 27, 1996:
    ARTICLE I; NAME AND DESCRIPTION OF REGIONS
    Policies:
    la. When appropriate, the regions may identify themselves as
    Nevada Women's History Project, Northern Region and Nevada
    Women's History Project, Southern Region, making it clear, when
    possible, that each region is still looking at the whole State as
    its sphere of interest.
    lb. Letterhead and other printed materials should use the
    official logo designed by Tamara Early; it can also include
    regional and state officers and should, where possible, include
    address and phone number for both Northern Nevada office and
    Southern Nevada office.
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Policies:
    Ila. NWHP, through the State Board of Directors and/or the
    Regional Steering Committees, may advocate for programs and
    policies that further the Mission and Purposes of NWHP as long as
    those activities take a small proportion of the organization's
    time and money and do not jeopardize the tax-exempt status of the
    Nevada Women's Fund.
    ARTICLE III: MEMBERSHIP AND DUES
    Policies:
    Ilia. All membership dues are paid to the State office; a
    portion, as designated by the State Board, may be allocated to
    the region in which the member resides.
    When the active organizational member is a statewide organization,
    it shall designate a representative and the region in which
    it wishes representation. If the statewide organization wishes to
    pay dues to belong to each region, it shall designate a representative
    for each region.
    IIIc. One dues structure shall apply throughout the State.
    IIId. Renewal of membership is due on July 1 of each year.
    Members will be dropped from the rolls if their renewal has not
    been received by September 15 of that year.
    A new membership received on or after March 1, 1996 shall be
    considered good throughout the following fiscal year. In every
    year beginning in 1997, a new membership or renewal received on
    or after April 1 shall be considered good for the following
    fiscal year.
    ARTICLE IV: STATE BOARD OF DIRECTORS
    Policies:
    IVa. Copies of any Regional Policies and Procedures, adopted
    under Article V(C)(2) should be distributed to the members of the
    State Board of Directors in the other Region.
    IVb. Through FY '97, the state office of NWHP shall be in
    Northern Nevada at an address determined by the Northern Regional
    Steering Committee.
    IVc. The State Board of Directors shall act as a information
    clearinghouse for all fundraising and confer with both Regional
    Finance Committees before initiating statewide fundraising of any
    kind.
    ARTICLE V: REGIONAL STEERING COMMITTEE
    Policies:
    Va. As long as the NWHP is a delegate agency of the NWF, NWF
    shall have an organizational representative on both Regional
    Steering Committees, the other organizational representatives
    rotating as provided in the By-Laws.
    Vb. Minutes of the Regional Steering Committee meetings shall
    be distributed to its own members as well as members of the State
    Board of Directors in the other Region.
    ARTICLE VI: REGIONAL EXECUTIVE COMMITTEE
    Policies:
    Via. Minutes of the Regional Executive Committee shall be
    distributed to its own members as well as members of the Regional
    Steering Committee.
    VIb. The Publicity Chair shall review proposed news releases
    with the Regional Chair before distribution to the media and
    shall send a copy of all news releases to the Chair.
    ARTICLE VII: REGIONAL FINANCE COMMITTEE
    Policies:
    Vila. The annual budget shall contain a brief written explanation
    of the various categories of expenditures.
    Vllb. Proposals that seek funding outside the Region shall be
    forwarded to members of the State Board of Directors for approval.
    ARTICLE VIII: REGIONAL NOMINATING COMMITTEE
    Policies:
    Villa. The Nominating Committee will inform all candidates of
    the responsibilities contained in those positions as outlined in
    the Bylaws and Policies and Procedures.
    ARTICLE IX; REGIONAL ANNUAL BUSINESS MEETING
    Policies:
    IXa. Minutes of the Regional Annual Business Meetings shall be
    distributed to all members of the State Board of Directors.
    ARTICLE X: REGIONAL OFFICERS AND DUTIES
    Policies:
    Xa. The Chair may appoint chairs of Standing Committees only to
    fill vacancies of appointments previously made by the Regional
    Steering Committee. Any such appointment shall be ratified by the
    Regional Steering Committee at its next meeting.
    Xb. The Regional Treasurer in the region in which the current
    State Chair is located shall also serve as the State Treasurer
    unless the State Board of Directors determines otherwise.
    ARTICLE XI: FISCAL YEAR
    Policies:
    XIa. The fiscal year is also the membership year, for purposes
    of paying dues. See also Policy Illd.
    ARTICLE XII: PARLIAMENTARY AUTHORITY
    Policies: None.
    ARTICLE XIII: AMENDMENTS
    Policies: None.
    ARTICLE XIV: DISSOLUTION
    Policies: None.
    ARTICLE XV: PURPOSE OF THE BYLAWS
    Policies: None.
    NOTE: These bylaws are recommended for adoption at a general
    Saturday, January 27, 1996 in Reno. After
    adoption, they may be used by members in the Northern Nevada
    region and Southern Nevada region to formally organize. Once two
    regions have organized, they may then create, the State Board of
    Directors in accordance with these bylaws. Until there is a State
    oard of Directors, each Regional Steering Committee may adopt
    aJtivitier compatible with these Bylaws, to govern their
    BYLAiWViS OF THE
    NEVADA WOMEN fs^ HISTORY PROJECT
    RATIFIED ON VI
    / / '
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS
    Section A. Name
    organization shall be the Nevada Women's History
    f5 1 J? ^ non-profit organization operating
    Fund agency under an agreement with the Nevada Women's-
    Section B. Regions
    NWHP is a statewide organization divided into the following
    regions: The Northern Region shall consist of Carson City, and
    of Churchill, Douglas, Elko, Eureka, Humboldt,
    Th^ u Storey, Washoe, and White Pine.
    The Southern Region shall consist of the counties of Clark,
    Esmeralda, Lincoln, and Nye.
    ARTICLE II; MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Section A. Mission
    To proyide visibility and support for the gathering and
    NivId^^'S^ ? history about the roles and contributions of
    Nevada women of every race, class, and ethnic background.
    Section B. Purposes
    foIloSSglreal ofLcus: to, the
    photos, and other archival
    materials about Nevada women for placement in
    repositories across the State.
    2. Serving as a clearinghouse for information about
    ^<=tivities, and other matters
    concordant with our mission.
    3. Encouraging the gathering of artifacts for exhibits in V
    museums and galleries and for use in publications and ^
    programming.
    w o r k s h o p ! . c o n f e r e n c e s , s e m i n a r s , l e c t u r e s , a n d
    5. Producing printed materials, video documentaries, and
    other electronic media programming.
    6. Developing instructional materials for K-16.
    7. Encouraging the collection and preservation of oral
    histories in the form of sound recordings, manuscripts,
    and video/films.
    Section C. Policies
    1. All officers, steering committee, and executive
    committee members serve without compensation in those
    capacities.
    2. The Nevada Women's History Project will not engage in
    any partisan political activity.
    3. No part of NWHP's net earnings will inure to the
    benefit of any private individual. The election or
    appointment of any officer shall not of itself create any
    contract rights.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    1. Individual (voting): Any woman or man willing to
    support the mission, purposes, and policies of the NWHP.
    t 2. Active Organization (voting through designated
    ! representative): A group which has its own
    organization and supports the mission, purposes, and
    \ policies of NWHP.
    3. Associate (non-voting): A tax-supported agency or
    institution whose purpose is compatible with NWHP. a
    Section B; Dues are OBtah^flhed and —te'''"by the xugiuiml ^ '
    sbeeri-n^e^MWBit'feeg. Wh^fT'TKere^is'- moaFe^than-one, regional (
    'aPe^ a&fea-bil•inii-iih^d bv the State Board of .
    ^ . Directors,
    Ckr; ,
    Section p(? NWHP encourages corporate sponsors who make
    annual contributions or provide in-kind services.
    Section No person shall hold any office or serve on any
    board, standing or steering committee unless s/he, or
    the organization s/he represents, is a paid-up member
    in good standing.
    iS^oo
    /^oo
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The Board shall be composed of:
    1. The regional Chairs (north and south).
    2. The regional Treasurers (north and south).
    3. Two at-large members, one each, chosen by their regional
    (north and south).
    Secretary, shall be chosen by
    ,4^
    Chairs and Treasurers
    The seventh member, a
    the statewide Chair.
    bul L
    ^ OHjuJ. ^
    U-so
    4 ^ '
    5. The position of State Chair shall alternate yearly
    between the north and south regional Chairs, the
    other acting as the Vice-Chair.
    6. The Chair may also appoint a non-voting Recording
    Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall:
    1. Develop statewide policies to be implemented by the State
    Board and/or regions regarding elections, contracts,
    and other pertinent matters.
    2. Delegate authority and define accountability for the
    development and implementation of policies at the
    regional level as needed.
    3. Govern the statewide affairs of NWHP including
    the designation of one address to be the state
    office within the boundaries of Nevada.
    4. Establish statewide committees as needed and
    determine their charge, size, and composition.
    5. Approve the annual state budget.
    6. Approve the acceptance of funds and the statewide
    expenditures. All checks, drafts, or other orders for
    payment of money, notes, or other evidences of
    indebtedness issued in the name of the organization shall
    be signed by such officer or officers, agent or agents of
    the organization and in such manner as shall from time to
    time be determined by resolution.
    7. Plan and conduct a biennial conference on Nevada
    Women's History.
    8. Indemnify the Nevada Women's Fund Board of Directors for
    liability resulting from any actions of NWHP.
    The State Board may:
    1. Hire, direct the activities of, and evaluate the
    performance of an executive director, and authorize the
    hiring of additional paid staff.
    2. Contract for a loan or issue any evidence of
    indebtedness, on behalf of the organization, only by a
    resolution of the Board and confined to specific
    instances. No loan shall be made to any officer or member
    of the Board of Directors.
    3. Authorize the organization to pay, or cause to be paid by
    insurance or otherwise, any judgment or fine rendered or
    levied against a present or foirmer Board Member, officer,
    employee, or agent of the organization in an action,
    brought against such person to impose a liability or
    penalty for an act or omission alleged to have been
    committed by such person while a Board Member, officer,
    employee or agent of the organization provided that the
    Board of Directors shall determine in good faith that
    such person acted in good faith and without wilful
    misconduct or gross negligence for a purpose which s/he
    3
    mwmug^
    reasonably believed to be in the best interests of the
    organization. Payments authorized hereunder include
    amounts paid and expenses incurred (including attorneys'
    fees) in satisfaction of any liability or penalty or in
    settling any action or threatened action, but in no
    event, shall this provision permit payment of any cimount,
    payment of which would give rise to any liability for
    taxes or penalties.
    4. Transact such other business as is necessary and
    appropriate to this body, including coordinating
    statewide projects.
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meet twice a
    year in person, by conference call, or video
    conference.
    3. The State Board shall receive reports from regional
    finance committees, initiate, where feasible,
    statewide fund raising projects, and develop long
    range fund raising plans.
    4. For the transaction of business, a majority of
    the statewide board shall constitute a quorum,
    provided the Chair or Vice-Chair is present.
    5. Except as otherwise specifically provided by these
    bylaws, the vote of a majority of the quorum present
    at the meeting shall constitute the official action
    of the State Board.
    Section A. Composition: Fourteen (14) members
    The Steering Committee shall be composed of:
    1. Four (4) officers (Chair, Vice-chair, Secretary,
    Treasurer), elected at the Annual Business Meeting to two
    (2) year staggered terms. (At the first election,
    the Chair and Secretary will be elected to
    one and one-half (1 1/2) year terms and the Vice-chair
    and Treasurer to one-half (1/2) year terms).
    2. Four (4) members-at-large, chosen at the Annual Business
    Meeting for two (2) year staggered terms. (At the first
    election, two (2) positions shall be designated for one
    and one-half (1 1/2) year terms and two (2) for one-half
    (1/2) year terms.)
    3. Six (6) organizational representatives appointed by
    their organizations. (At the first election the first
    six (6) organizations joining NWHP shall have their
    representatives serve on the Steering Committee. Three
    (3) positions shall be designated for one and one-half
    (1 1/2) year terms and three (3) for one-half (1/2)
    year terms.)
    4
    Section B. Term Limitations;
    1. Members may serve a maximum of two (2) years in any one
    (1) position with a six (6) consecutive year maximum of
    service on the board in various positions. After one (1)
    absence, a person may again be elected or
    appointed to serve on the Regional Steering Committee.
    2. Organizational representatives serve two (2) year
    terms.^ Then, six (6) other organizations in the order
    of their joining NWHP may rotate onto the Steering
    Committee. Organizational representatives may also serve
    in other positions on the Steering Committee as
    individuals, but not concurrently and for no more than a
    total of six (6) consecutive years.
    3. Any member of the Steering Committee may be removed after
    three (3) unexcused absences, or for just cause by action
    of the Steering Committee.
    4. A Steering Committee member may be removed from
    the coiranittee before the end of his/her term by a
    two-third (2/3) majority vote of the Steering Committee.
    Section C. Powers and Duties
    The Steering Committee shall:
    1. Manage the affairs of the regional group.
    2. Set overall policy compatible with these Bylaws and state
    policy.
    3. Appoint Standing Committee chairs to one (1) year terms
    compatible with the fiscal year, with the option of
    reappointing to another one (1) year term.
    4. Recommend statewide projects to the State Board of
    ^. Directors.
    ^PgS.4Afe.^.indiVidua 1 s_ to fill vacancies on the Steering
    Committee including that of an officer until the next
    election.
    6. Recommend an annual budget for the region to be adopted
    at the Annual Business Meeting.
    The Steering Committee may:
    1. Hire, direct the activities of, and evaluate the
    performance of staff.
    2. Contract for services.
    3. Call special meetings of the Steering Committee.
    Section D. Meetings
    1. The Steering Committee will meet quarterly.
    2. Eight (8) members present, to include either the Chair or
    Vice-Chair,.shall constitute a quorum.
    3. Each member is entitled to one (1) vote.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section A. Composition (ten (10) members)
    The Executive Committee shall be composed of;
    1. Four (4) officers from the Steering Committee.
    2. Six (6) Standing Committee chairs representing the
    committees on Membership, Publicity/Speakers' Bureau,
    Program Planning, Project Review and Coordination,
    Newsletter, and Finance.
    Section B. Powers and Duties.
    1. Handle the day-to-day operations of the group
    compatible with policies and plans set by the
    Steering Committee and State Board.
    2. Fill vacancies until next election for Standing ,
    Committee chairs.
    3. Call special meetings of the Executive Committee.
    4. Approve grant applications and submit to the
    Nevada Women's Fund for review in a timely manner
    before submission to a granting agency.
    5. Approve regional projects and their directors
    based on recommendations of the Project Review
    Committee.
    6. Approve expenditures based on the adopted annual
    budget.
    Section C. Meetings
    1. The Executive Committee shall meet monthly.
    2. A quorum of six (6), to include either the Chair or the
    Vice-chair, is necessary to conduct business.
    3. Each member is entitled to one (1) vote.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    for presentation to the Steering Committee for approval by the
    membership at the Annual Business Meeting.
    Section B. The Finance Committee shall explore fund raising
    opportunities and act as a resource for project grant writing.
    Section C. The Treasurer shall be a member of this committee.
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    Section A. A Nominating Committee shall consist of three (3)
    members appointed by the Steering Committee no later than October
    1st of each year.
    6
    I
    Section B. Responsibilities.
    1. The Nominating Committee shall present to the Executive
    Committee a slate of candidates for offices, which
    allows for staggered terms in the following manner; each
    year two (2) officers and two (2) members-at-large to be
    nominated for two (2) year terms with election at the
    Annual Business Meeting.
    2. Additional nominations may be made from the floor at the
    Annual Business Meeting.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In the last quarter of each fiscal year, there
    shall be an Annual Business Meeting for the purpose of:
    1. Electing officers.
    2. Adopting a budget.
    3. Hearing reports of various NWHP activities.
    4. Taking action on such matters as may be before the group.
    Section B. A quorum shall be thirty (30) % of the membership.
    For purposes of determining a quorum and voting, each individual
    member is counted as one (1) and each designated representative
    of an active organizational member is counted as two (2).
    Section C. Notice of an Annual Business Meeting shall go to
    members at least ten (10) working days in advance of the meeting.
    Section D. The Nominating Committee shall serve as the
    Election Committee at the Annual Business Meeting.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    1. Serve as the presiding officer of the Steering Committee
    and the Executive Committee and oversee the planning and
    administration of^NWHB.. .-i-..-.. C Serve as "Chair of the State Board of Directors in |
    alternate years i - - .U
    '3T~Seir'^he""agendas for the meetings over which she presides.
    4. Appoint chairs of Standing Committees, with the
    approval of the majority of the Executive Committee, and
    appoint special committees as necessary.
    Serve as an ex-officio member of all committees except
    the Nominating Committee. -
    6. Exercise and perform such other powers and duties as may
    be prescribed by the Steering Committee from time to
    time.
    Section B. The Vice-Chair shall;
    1. Serve as Chair in the absence of the Chair or the Chair's
    inability to act.
    7
    2. Assist the Chair to carry out the duties of the office of
    the Chair.
    3. Have such other powers and perforin such other duties as
    may be prescribed from time to time by the Steering
    Committee or by the Chair.
    Section C. The Treasurer shall;
    1. Act as the chief financial officer.
    2. Keep and maintain or cause to be kept and maintained
    adequate and correct accounts of the properties and
    business transactions of the organization, including
    accounts of its assets, liabilities, receipts,
    disbursements, gains, and losses.
    3. Present financial reports to the Executive Committee and
    Steering Committee at each of rheir meetings.
    4. Ensure that all funds and securities of the organization
    are deposited in banks, trust companies, or other
    depositories approved by the Executive Committee.
    5. Ensure that funds are properly disbursed.
    6. Have such other powers and perform such other duties as
    may be prescribed by the Steering Committee from time to
    time. The books of the account shall at all times be
    open to inspection by any officer or member of the
    Executive or Steering Committee.
    Section D. The Secretary shall
    1. Oversee/prepare and maintain official records.
    2. Keep or cause to be kept full minutes of all meetings.
    3. Give or cause to be given notice of any special or
    regular meetings.
    ^ 4. Ensure that a master file is maintained for the
    organization
    5. Have such powers and perform such other duties as may be
    prescribed by the Steering Committee from time to time.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be July 1 to June 30.
    ARTICLE XII. PARLIAMENTARY AUTHORITY
    Section A. The rules contained in the current edition of Robert's
    Rules of Order-Newly Revised shall govern in all cases to which
    they are applicable in which they are not inconsistent with these
    Bylaws and any special rules of order adopted by the state Board
    of Directors.
    8
    ARTICLE XIII. AMENDMENTS
    Section A. These bylaws may be amended or repealed, or new /<9
    Bylaws may be adopted by a simple majority of those present at ^ ^
    the Annual Business Meeting or a special meeting called for that '
    purpose; and
    Section B. Provided any changes, substitutions, deletions, or
    additions, are submitted in writing to each member at least ten
    (10) working days prior to the date of the Meeting.
    ARTICLE XIV. DISSOLUTION
    Section A. Upon dissolution or other termination of the
    organization, any assets remaining after all debts of the
    organization have been paid shall be disposed of as determined by
    the State Board of Directors.
    ARTICLE XV. PURPOSE OF THE BYLAWS
    Section A. These Bylaws are adopted for the sole purpose of
    facilitating the discharge, in an orderly manner, of the purpose
    of the organization. These Bylaws shall never be construed in
    any such way as to impair the efficient operation of the
    organization.
    NEVADA WOMEN'S HISTORY PROJECT
    1048 N. Sierra #A
    Reno, NV 89503
    -
    NOTE: These bylaws are recommended for adoption at a general
    membership meeting on Saturday, January 27, 1996 in Reno. After
    adoption, they may be used by members in the Northern Nevada
    region and Southern Nevada region to formally organize. Once two
    regions have organized, they may then create, the State Board of
    Directors in accordance with these bylaws. Until there is a State
    Board of Directors, each Regional Steering Committee may adopt
    regional policies, compatible with these Bylaws, to govern their
    activities. . ^
    BIIoAWl utr THE
    NEVADA WOMEN(S^ HISTORY PROJECT
    RATIFIED ON \J U
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS
    Section A. Name
    The name of this organization shall be the Nevada Women's Historv
    Project (NWHP). The NWHP is a non-profit organization operating
    as a delegate agency under an agreement with the Nevada Women's
    Fund.
    Section B. Regions
    NWHP is a statewide organization divided into the following
    regions: The Northern Region shall consist of Carson City, and
    the counties of_Churchill, Douglas, Elko, Eureka, Humboldt,
    Lander, Lyon, Mineral, Pershing, Storey, Washoe, and White Pine.
    The Southern Region shall consist of the counties of Clark,
    Esmeralda, Lincoln, and Nye.
    ARTICLE II; MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Section A. Mission
    To provide visibility and support for the gathering and
    dissemination of history about the roles and contributions of
    Nevada women of every race, class, and ethnic background.
    Section B. Purposes
    The work of the NWHP will emphasize, but not be limited to, the
    following areas of focus:
    1. Collecting papers, records, photos, and other archival
    inaterials about Nevada women for placement in
    repositories across the State.
    2. Serving as a clearinghouse for information about
    research, resources, activities, and other matters
    concordant with our mission.
    3. Encouraging the gathering of artifacts for exhibits in
    museums and galleries and for use in publications and
    programming.
    4. Educating through conferences, seminars, lectures, and
    workshops. '
    5. Producing printed materials, video documentaries, and
    other electronic media programming.
    6. Developing instructional materials for K-16.
    7. Encouraging the collection and preservation of oral
    histories in the form of sound recordings, manuscripts,
    and video/films.
    Section C. Policies
    1. All officers, steering committee, and executive
    committee members serve without compensation in those
    capacities.
    2. The Nevada Women's History Project will not engage in
    any partisan political activity.
    3. No part of NWHP's net earnings will inure to the
    benefit of any private individual. The election or
    appointment of any officer shall not of itself create any
    contract rights.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    1. Individual (voting): Any woman or man willing to
    support the mission, purposes, and policies of the NWHP.
    2. Active Organization (voting through designated
    representative): A group which has its own
    organization and supports the mission, purposes, and
    policies of NWHP.
    3. Associate (non-voting): A tax-supported agency or
    institution whose purpose is compatible with NWHP.
    Section B. Dues are established and set by the regional
    steering committee. When there is more than one regional
    group, dues are established by the State Board of
    Directors.
    Section C. NWHP encourages corporate sponsors who make
    annual contributions or provide in-kind services.
    Section D. No person shall hold any office or serve on any
    board, standing or steering committee unless s/he, or
    the organization s/he represents, is a paid-up member
    in good standing.
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The Board shall be composed of:
    1. The regional Chairs (north and south).
    2. The regional Treasurers (north and south).
    3. Two at-large members, one each, chosen by their regional
    Chairs and Treasurers, (north and south).
    4. The seventh member, a Secretary, shall be chosen by
    the statewide Chair.
    2
    5. The position of State Chair shall alternate yearly
    between the north and south regional Chairs, the
    other acting as the Vice-Chair.
    6. The Chair may also appoint a non-voting Recording
    Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall:
    1. Develop statewide policies to be implemented by the State
    Board and/or regions regarding elections, contracts,
    and other pertinent matters.
    2. Delegate authority and define accountability for the
    development and implementation of policies at the
    regional level as needed.
    3. Govern the statewide affairs of NWHP including
    the designation of one address to be the state
    office within the boundaries of Nevada.
    4. Establish statewide committees as needed and
    determine their charge, size, and composition.
    5. Approve the annual state budget.
    6. Approve the acceptance of funds and the statewide
    expenditures. All checks, drafts, or other orders for
    payment of money, notes, or other evidences of
    indebtedness issued in the name of the organization shall
    be signed by such officer or officers, agent or agents of
    the organization and in such manner as shall from time to
    time be determined by resolution.
    7. Plan and conduct a biennial conference on Nevada
    Women's History.
    8. Indemnify the Nevada Women's Fund Board of Directors for
    liability resulting from any actions of NWHP.
    The State Board may:
    1. Hire, direct the activities of, and evaluate the
    performance of an executive director, and authorize the
    hiring of additional paid staff.
    2. Contract for a loan or issue any evidence of
    indebtedness, on behalf of the organization, only by a
    resolution of the Board and confined to specific
    instances. No loan shall be made to any officer or member
    of the Board of Directors.
    3. Authorize the organization to pay, or cause to be paid by
    insurance or otherwise, any judgment or fine rendered or
    levied against a present or former Board Member, officer,
    employee, or agent of the organization in an action,
    brought against such person to impose a liability or
    penalty for an act or omission alleged to have been
    committed by such person while a Board Member, officer,
    employee or agent of the organization provided that the
    Board of Directors shall determine in good faith that
    such person acted in good faith and without wilful
    misconduct or gross negligence for a purpose which s/he
    reasonably believed to be in the best interests of the
    organization. Payments authorized hereunder include
    amounts paid and expenses incurred (including attorneys'
    fees) in satisfaction of any liability or penalty or in
    settling any action or threatened action, but in no
    event, shall this provision permit payment of any amount,
    payment of which would give rise to any liability for
    taxes or penalties.
    4. Transact such other business as is necessary and
    appropriate to this body, including coordinating
    statewide projects.
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meet twice a
    year in person, by conference call, or video
    conference.
    3. The State Board shall receive reports from regional
    finance committees, initiate, where feasible,
    statewide fund raising projects, and develop long
    range fund raising plans.
    4. For the transaction of business, a majority of
    the statewide board shall constitute a quorum,
    provided the Chair or Vice-Chair is present.
    5. Except as otherwise specifically provided by these
    bylaws, the vote of a majority of the quorum present
    at the meeting shall constitute the official action
    of the State Board.
    REGIONAL STEERING COMMITTEE
    Section A. Composition: Fourteen () members
    The Steering Committee shall be composed of:
    Four (4) officers (Chair, Vice-chair, Secretary,
    Treasurer), elected at the Annual Business Meeting to two
    (2) year staggered terms. (At the first election,
    the Chair and Secretary will be elected to
    one and one-half (1 1/2) year terms and the Vice-chair
    and Treasurer to one-half (1/2) year terms).
    Four (4) members-at-large, chosen at the Annual Business
    Meeting for two (2) year staggered terms. (At the first
    election, two (2) positions shall be designated for one
    and one-half (1 1/2) year terms and two (2) for one-half
    (1/2) year terms.)
    Six (6) organizational representatives appointed by
    their organizations. (At the first election the first
    six (6) organizations joining NWHP shall have their
    representatives serve on the Steering Committee. Three
    (3) positions shall be designated for one and one-half
    (1 1/2) year terms and three (3) for one-half (1/2)
    year terms.)
    Section B. Term Limitations:
    1. Members may serve a maximum of two (2) years in any one
    (1) position with a six (6) consecutive year maximum of
    service on the board in various positions. After one (1)
    absence, a person may again be elected or
    appointed to serve on the Regional Steering Committee.
    2. Organizational representatives serve two (2) year
    terms. Then, six (6) other organizations in the order
    of their joining NWHP may rotate onto the Steering
    Committee. Organizational representatives may also serve
    in other positions on the Steering Committee as
    individuals, but not concurrently and for no more than a
    total of six (6) consecutive years.
    3. Any member of the Steering Committee may be removed after
    three (3) unexcused absences, or for just cause by action
    of the Steering Committee.
    4. A Steering Committee member may be removed from
    the committee before the end of his/her term by a
    two-third (2/3) majority vote of the Steering Committee.
    Section C. Powers and Duties
    The Steering Committee shall:
    1. Manage the affairs of the regional group.
    2. Set overall policy compatible with these Bylaws and state
    policy.
    3. Appoint Standing Committee chairs to one (1) year terms
    compatible with the fiscal year, with the option of
    reappointing to another one (1) year term.
    4. Recommend statewide projects to the State Board of
    Directors.
    5. Appoint individuals to fill vacancies on the Steering
    Committee including that of an officer until the next
    election.
    6. Recommend an annual budget for the region to be adopted
    fit the Annual Business Meeting.
    The Steering Committee may:
    1. Hire, direct the activities of, and evaluate the
    performance of staff.
    2. Contract for services.
    3. Call special meetings of the Steering Committee.
    Section D. Meetings
    The Steering Committee will meet quarterly.
    2. Eight (8) members present, to include either the Chair or
    Vice-Chair, shall constitute a quorum.
    3. Each member is entitled to one (1) vote.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section A. Composition (ten (10) members)
    The Executive Committee shall be composed of;
    1. Four (4) officers from the Steering Committee.
    2. Six (6) Standing Committee chairs representing the
    committees on Membership, Publicity/Speakers' Bureau,
    Program Planning, Project Review and Coordination,
    Newsletter, and Finance.
    Section B. Powers and Duties.
    1. Handle the day-to-day operations of the group
    compatible with policies and plans set by the
    Steering Committee and State Board.
    2. Fill vacancies until next election for Standing
    Committee chairs.
    3. Call special meetings of the Executive Committee.
    4. Approve grant applications and submit to the
    Nevada Women's Fund for review in a timely manner
    before submission to a granting agency.
    5. Approve regional projects and their directors
    based on recommendations of the Project Review
    Committee.
    6. Approve expenditures based on the adopted annual
    budget.
    Section C. Meetings
    1. The Executive Committee shall meet monthly.
    2. A quorum of six (6), to include either the Chair or the
    Vice-chair, is necessary to conduct business.
    3. Each member is entitled to one (1) vote.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    for presentation to the Steering Committee for approval by the
    membership at the Annual Business Meeting.
    Section B. The Finance Committee shall explore fund raising
    opportunities and act as a resource for project grant writing.
    Section C. The Treasurer shall be a member of this committee.
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    Section A. A Nominating Committee
    members appointed by the Steering
    1st of each year.
    shall consist of three (3)
    Committee no later than October
    6
    I
    Section B. Responsibilities.
    1. The Nominating Committee shall present to the Executive
    Committee a slate of candidates for offices, which
    allows for staggered terms in the following manner: each
    year two (2) officers and two (2) members-at-large to be
    nominated for two (2) year terms with election at the
    Annual Business Meeting.
    2. Additional nominations may be made from the floor at the
    Annual Business Meeting.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In the last quarter of each fiscal year, there
    shall be an Annual Business Meeting for the purpose of:
    1. Electing officers.
    2. Adopting a budget.
    3. Hearing reports of various NWHP activities.
    4. Taking action on such matters as may be before the group.
    Section B. A quorum shall be thirty (30) % of the membership.
    For purposes of determining a quorum and voting, each individual
    member is counted as one (1) and each designated representative
    of an active organizational member is counted as two (2).
    Section C. Notice of an Annual Business Meeting shall go to
    members at least ten (10) working days in advance of the meeting.
    Section D. The Nominating Committee shall serve as the
    Election Committee at the Annual Business Meeting.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    1. Serve as the presiding officer of the Steering Committee
    and the Executive Committee and oversee the planning and
    administration of NWHP.
    2. Serve as Chair of the State Board of Directors in
    alternate years.
    3. Set the agendas for the meetings over which she presides.
    4. Appoint chairs of Standing Committees, with the
    approval of the majority of the Executive Committee, and
    appoint special committees as necessary.
    5. Serve as an ex-officio member of all committees except
    the Nominating Committee. -
    6. Exercise and perform such other powers and duties as may
    be prescribed by the Steering Committee from time to
    time.
    Section B. The Vice-Chair shall:
    1. Serve as Chair in the absence of the Chair or the Chair's
    inability to act.
    7
    2. Assist the Chair to carry out the duties of the office of
    the Chair.
    3. Have such other powers and perforin such other duties as
    may be prescribed from time to time by the Steering
    Committee or by the Chair.
    Section C. The Treasurer shall:
    1. Act as the chief financial officer.
    2. Keep and maintain or cause to be kept and maintained
    adequate and correct accounts of the properties and
    business transactions of the organization, including
    accounts of its assets, liabilities, receipts,
    disbursements, gains, and losses.
    3. Present financial reports to the Executive Committee and
    Steering Committee at each of their meetings.
    4. Ensure that all funds and securities of the organization
    are deposited in banks, trust companies, or other
    depositories approved by the Executive Committee.
    5. Ensure that funds are properly disbursed.
    6. Have such other powers and perform such other duties as
    may be prescribed by the Steering Committee from time to
    time. The books of the account shall at all times be
    open to inspection by any officer or member of the
    Executive or Steering Committee.
    Section D. The Secretary shall
    1. Oversee/prepare and maintain official records.
    2. Keep or cause to be kept full minutes of all meetings.
    3. Give or cause to be given notice of any special or
    regular meetings.
    4. Ensure that a master file is maintained for the
    organization
    5. Have such powers and perform such other duties as may be
    prescribed by the Steering Committee from time to time.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be July 1 to June 30.
    ARTICLE XII. PARLIAMENTARY AUTHORITY
    Section A. The rules contained in the current edition of Robert's
    Rules of Order-Newly Revised shall govern in all cases to which
    they are applicable in which they are not inconsistent with these
    Bylaws and any special rules of order adopted by the state Board
    of Directors.
    8
    ARTICLE XIII. AMENDMENTS
    Section A. These bylaws may be amended or repealed, or new
    Bylaws may be adopted by a simple majority of those present at
    the Annual Business Meeting or a special meeting called for that
    purpose; and
    Section B. Provided any changes, substitutions, deletions, or
    additions, are submitted in writing to each member at least ten
    (10) working days prior to the date of the Meeting.
    ARTICLE XIV. DISSOLUTION
    Section A. Upon dissolution or other termination of the
    organization, any assets remaining after all debts of the
    organization have been paid shall be disposed of as determined by
    the State Board of Directors.
    ARTICLE XV. PURPOSE OF THE BYLAWS
    Section A. These Bylaws are adopted for the sole purpose of
    facilitating the discharge, in an orderly manner, of the purpose
    of the organization. These Bylaws shall never be construed in
    any such way as to impair the efficient operation of the
    organization.
    NEVADA WOMEN'S HISTORY PROJECT
    1048 N. Sierra #A
    Reno, NV 89503
    ^ ^ CH, ^ /ID •/
    / NEVADA WOMEN'S HISTORY PROJECT (U^'<IJ^-^ •
    By-Law Changes Recommended
    April, 1996
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Sec. A & B. Amend to allow Nevada Women's Fund, as long as
    NWHP is a delegate agency, to have a position as voting member of
    the Steering Committee and designate their representative to fill
    that position, ^ •My'^ i
    Sec. C. Amend to allow Steering Committee to ratify vacan^^^^^!^^'^''^W--f7:^
    cies of Standing Committee Chairs as recommended by Executive LCh^^uMo-
    Committee.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Sec. B2. Amend to send appointment to fill vacancy of
    Standing Committee Chair to Steering Committee for ratification.
    Add Sec. B7. Approve operating policies of standing committees.
    ARTICLE VIII. AMENDMENTS
    Amend to require by-changes to be approved by (1) a majority
    of those present at the Annual Business Meeting of each region,
    or a special meeting called for that purpose in each region or
    (2) by mailing the proposed changes with a printed ballot to the
    total membership and receiving a majority vote in favor of the
    change, from the total ballots returned by each region, by a
    designated date. ^
    ^ MUX&^ LUU''
    CU, .S
    NEVADA WOMEN'S HISTORY PROJECT
    ORGANIZATIONAL STRUCTURE
    STANDING COMMITTEES
    (meets quarterly)
    STEERING COMMITTEE
    PROGRAM
    MEMBERSHIP
    CHAIR ! •
    VICE CHAIR
    (monthly)
    EXECUTIVE
    COMMITTEE
    (10)
    PUBLICin SECRETARY
    PROJECT REVIEW TREASURER
    NEWSLEHER
    ORGANIZATION REPS (6)
    FUNDRAISING/FINANCE
    Budget/Grantwriting
    HISTORIAN
    INDIVIDUAL AT-LARGE
    MEMBERS (4)
    PROJECT CHAIR
    j
    (July/August)
    STATE BOARD OF DIRECTORf^
    > STEERING COMMITTEE CHAIR
    > STEERING COMMITTEE TREASURER
    > ONE OTHER AS NON-VOTING SECRETARY
    NEVADA WOMEN'S HISTORY PROJECT
    The following Policies and Procedures were adopted by the
    Northern Nevada Steering Committee on February 7, 1996, with
    later additions in April and July, 1996, to enable effective
    functioning under the various Articles of the By-Laws adopted
    January 27, 1996. These Policies also apply to the operations of
    the Southern Region until such time as it has a functioning
    Steering Committee.
    ARTICLE I; NAME AND DESCRIPTION OF REGIONS
    Policies;
    la. When appropriate, the regions may identify themselves as
    Nevada Women's History Project, Northern Region and Nevada
    Women's History Project, Southern Region, making it clear, when
    possible, that each region is still looking at the whole State as
    its sphere of interest.
    lb. Letterhead and other printed materials should use the
    official logo designed by Tamara Early; it can also include
    ^®9ional and state officers and should, where possible, include
    address and phone number for both Northern Nevada office and
    Southern Nevada office.
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Policies:
    Ila. NWHP, through the State Board of Directors and/or the
    Regional Steering Committees, may advocate for programs and
    policies that further the Mission and Purposes of NWHP as long as
    those activities take a small proportion of the organization's
    time and money and do not jeopardize the tax-exempt status of the
    Nevada Women's Fund.
    lib. Regional membership lists will be provided and updated
    periodically for all officers, members of the Board, regional
    steering committees, chairs of standing committees and project
    committees. Other members may receive copies of membership lists
    by placing an order and paying $3.00 for a regional list or $5.00
    for a statewide list. Decisions regarding requests from nonmembers
    will be made by the Regional Executive Committee.
    (Added: 7/96)
    lie. In establishing fees for workshops and/or special events,
    a basic fee will be determined for NWHP individual members and a
    slightly higher fee determined for non-members. (Added: 4/96)
    ARTICLE III: MEMBERSHIP AND DUES
    Policies:
    Ilia. All membership dues are paid to the State office; a
    portion, as designated by the State Board, may be allocated to
    the region in which the member resides.
    IIlb. When the active organizational member is a statewide
    organization, it shall designate a representative and the region
    in which it wishes representation. If the statewide organization
    wishes to pay dues to belong to each region, it shall designate a
    representative for each region.
    Ilie. One dues structure shall apply throughout the State.
    Illd. Renewal of membership is due on July 1 of each year.
    Members will be dropped from the rolls if their renewal has not
    been received by September 15 of that year.
    A new membership received on or after March 1, 1996 shall be
    considered good throughout the following fiscal year. In every
    year beginning in 1997, a new membership or renewal received on
    or after April 1 shall be considered good for the following
    fiscal year.
    ARTICLE IV: STATE BOARD OF DIRECTORS
    Policies:
    IVa. Copies of any Regional Policies and Procedures, adopted
    under Article V{C) (2) should be distributed to the members of the
    State Board of Directors in the other Region.
    IVb. Through FY '97, the state office of NWHP shall be in
    Northern Nevada at an address determined by the Northern Regional
    Steering Committee.
    IVc. The State Board of Directors shall act as a information
    clearinghouse for all fundraising and confer with both Regional
    Finance Committees before initiating statewide fundraising of any
    kind.
    ARTICLE V: REGIONAL STEERING COMMITTEE
    Policies:
    Va. As long as the NWHP is a delegate agency of the NWF, NWF
    shall have an organizational representative on both Regional
    Steering Committees, the other organizational representatives
    rotating as provided in the By-Laws.
    Vb. Minutes of the Regional Steering Committee meetings shall
    be distributed to its own members as well as members of the State
    Board of Directors in the other Region.
    ARTICLE VI: REGIONAL EXECUTIVE COMMITTEE
    Policies:
    Via. Minutes of the Regional Executive Committee shall be
    distributed to its own members as well as members of the Regional
    Steering Committee.
    VIb. The Publicity Chair shall review proposed news releases
    with the Regional Chair before distribution to the media and
    shall send a copy of all news releases to the Chair.
    ARTICLE VII: REGIONAL FINANCE COMMITTEE
    Policies:
    Vila. The annual budget shall contain a brief written explanation
    of the various categories of expenditures.
    Vllb. Proposals that seek funding outside the Region shall be
    forwarded to members of the State Board of Directors for approval
    .
    ARTICLE VIII: REGIONAL NOMINATING COMMITTEE
    Policies:
    Villa. The Nominating Committee will inform all candidates of
    the responsibilities contained in those positions as outlined in
    the Bylaws and Policies and Procedures.
    ARTICLE IX: REGIONAL ANNUAL BUSINESS MEETING
    Policies:
    IXa. Minutes of the Regional Annual Business Meetings shall be
    distributed to all members of the State Board of Directors.
    ARTICLE X: REGIONAL OFFICERS AND DUTIES
    Policies:
    Xa. The Chair may appoint chairs of Standing Committees only to
    fill vacancies of appointments previously made by the Regional
    Steering Committee. Any such appointment shall be ratified by the
    Regional Steering Committee at its next meeting.
    Xb. The Regional Treasurer in the region in which the current
    State Chair is located shall also serve as the State Treasurer
    unless the State Board of Directors determines otherwise.
    ARTICLE XI: FISCAL YEAR
    Policies:
    XIa. The fiscal year is also the membership year, for purposes
    of paying dues. See also Policy Illd.
    ARTICLE XII: PARLIAMENTARY AUTHORITY
    Policies: None.
    ARTICLE XIII: AMENDMENTS
    Policies: None.
    ARTICLE XIV: DISSOLUTION
    Policies: None.
    ARTICLE XV: PURPOSE OF THE BYLAWS
    Policies: None.
    NOTE: These bylaws are recommended for adoption at a general
    membership meeting on Saturday, January 27, 1996 in Reno. After
    adoption, they may be used by members in the Northern Nevada
    region and Southern Nevada region to formally organize. Once two
    regions have organized, they may then create -the State Board of
    Directors in accordance with these bylaws. Until there is a State
    Board of Directors, each Regional Steering Committee may adopt
    regional policies, compatible with these Bylaws, to govern their
    activities.
    BYLAW;
    NEVADA WOMEN
    RATIFIED ON
    ^OF THE
    IISTORY PROJECT . 2luJ3^(=
    ARTICLE I; NAME AND DESCRIPTION OF REGIONS
    Section A. Name
    The name of this organization shall be the Nevada Women's History
    Project (NWHP). The NWHP is a non-profit organization operating
    as a delegate agency under an agreement with the Nevada Women's
    Fund.
    Section B. Regions
    NWHP is a statewide organization divided into the following
    regions: The Northern Region shall consist of Carson City, and
    the counties of Churchill, Douglas, Elko, Eureka, Humboldt,
    Lander, Lyon, Mineral, Pershing, Storey, Washoe, and White Pine.
    The Southern Region shall consist of the counties of Clark,
    Esmeralda, Lincoln, and Nye.
    ARTICLE II; MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Section A. Mission
    To provide visibility and support for the gathering and
    dissemination of history about the roles and contributions of
    Nevada women of every race, class, and ethnic background.
    Section B. Purposes
    The work of the NWHP will emphasize, but not be limited to, the
    following areas of focus:
    1. Collecting papers, records, photos, and other archival
    materials about Nevada women for placement in
    repositories across the State.
    2. Serving as a clearinghouse for information about
    research, resources, activities, and other matters
    concordant with our mission.
    3. Encouraging the gathering of artifacts for exhibits in
    museums and galleries and for use in publications and
    programming.
    4. Educating through conferences, seminars, lectures, and
    workshops.
    5. Producing printed materials, video documentaries, and
    other electronic media programming.
    6. Developing instructional materials for K-16.
    7. Encouraging the collection and preservation of oral
    histories in the form of sound recordings, manuscripts,
    and video/films.
    Section C. Policies
    1» All officers, steering committee, and executive
    committee members serve without compensation in those
    capacities.
    2. The Nevada Women's History Project will not engage in
    any partisan political activity.
    3. No part of NWHP's net earnings will inure to the
    benefit of any private individual. The election or
    appointment of any officer shall not of itself create any
    contract rights.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    1. Individual (voting): Any woman or man willing to
    support the mission, purposes, and policies of the NWHP.
    2. Active Organization (voting through designated
    representative): A group which has its own
    organization and supports the mission, purposes, and
    policies of NWHP.
    3. Associate (non-voting): A tax-supported agency or
    institution whose purpose is compatible with NWHP.
    Section B. Dues are established and set by the regional
    steering committee. When there is more than one regional
    group, dues are established by the State Board of
    Directors.
    Section C. NWHP encourages corporate sponsors who make
    annual contributions or provide in-kind services.
    Section D. No person shall hold any office or serve on any
    board, standing or steering committee unless s/he, or
    the organization s/he represents, is a paid-up meirber
    in good standing.
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The Board shall be composed of:
    1. The regional Chairs (north and south).
    2. The regional Treasurers (north and south).
    3. Two at-large members, one each, chosen by their regional
    Chairs and Treasurers, (north and south).
    4. The seventh member, a Secretary, shall be chosen by
    the statewide Chair.
    2
    5. The position of State Chair shall alternate yearly
    between the north and south regional Chairs, the
    other acting as the Vice-Chair.
    6. The Chair may also appoint a non-voting Recording
    Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall;
    1. Develop statewide policies to be implemented by the State
    Board and/or regions regarding elections, contracts,
    and other pertinent matters.
    2. Delegate authority and define accountability for the
    development and implementation of policies at the
    regional level as needed.
    3. Govern the statewide affairs of NWHP including
    the designation of one address to be the state
    office within the boundaries of Nevada.
    4. Establish statewide committees as needed and
    determine their charge, size, and composition.
    5. Approve the annual state budget.
    6. Approve the acceptance of funds and the statewide
    expenditures. All checks, drafts, or other orders for
    payment of money, notes, or other evidences of
    indebtedness issued in the name of the organization shall
    be signed by such officer or officers, agent or agents of
    the organization and in such manner as shall from time to
    time be determined by resolution.
    7. Plan and conduct a biennial conference on Nevada
    Women's History.
    8. Indemnify the Nevada Women's Fund Board of Directors for
    liability resulting from any actions of NWHP.
    The State Board may:
    1. Hire, direct the activities of, and evaluate the
    performance of an executive director, and authorize the
    hiring of additional paid staff.
    2. Contract for a loan or issue any evidence of
    indebtedness, on behalf of the organization, only by a
    resolution of the Board and confined to specific
    instances. No loan shall be made to any officer or member
    of the Board of Directors.
    3. Authorize the organization to pay, or cause to be paid by
    insurance or otherwise, any judgment or fine rendered or
    levied against a present or former Board Member, officer,
    employee, or agent of the organization in an action,
    brought against such person to impose a liability or
    penalty for an act or omission alleged to have been
    committed by such person while a Board Member, officer,
    employee or agent of the organization provided that the
    Board of Directors shall determine in good faith that
    such person acted in good faith and without wilful
    misconduct or gross negligence for a purpose which s/he
    3
    reasonably believed to be in the best interests of the
    organization. Payments authorized hereunder include
    amounts paid and expenses incurred (including attorneys'
    fees) in satisfaction of any liability or penalty or in
    settling any action or threatened action, but in no
    event, shall this provision permit payment of any amount,
    payment of which would give rise to any liability for
    taxes or penalties.
    4. Transact such other business as is necessary and
    appropriate to this body, including coordinating
    statewide projects.
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meet twice a
    year in person, by conference call, or video
    conference.
    3. The State Board shall receive reports from regional
    finance committees, initiate, where feasible,
    statewide fund raising projects, and develop long
    range fund raising plans.
    4. For the transaction of business, a majority of
    the statewide board shall constitute a quorum,
    provided the Chair or Vice-Chair is present.
    5. Except as otherwise specifically provided by these
    bylaws, the vote of a majority of the quorum present
    at the meeting shall constitute the official action
    of the State Board.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: Fourteen (14) members
    The Steering Committee shall be composed of:
    1. Four (4) officers (Chair, Vice-chair, Secretary,
    Treasurer), elected at the Annual Business Meeting to two
    (2) year staggered terms. (At the first election,
    the Chair and Secretary will be elected to
    one and one-half (1 1/2) year terms and the Vice-chair
    and Treasurer to one-half (1/2) year terms).
    2. Four (4) members-at-large, chosen at the Annual Business
    Meeting for two (2) year staggered terms. (At the first
    election, two (2) positions shall be designated for one
    and one-half (1 1/2) year terms and two (2) for one-half
    (1/2) year terms.)
    3. Six^(6) organizational representatives appointed by
    their organizations. (At the first election the first
    six (6) organizations joining NWHP shall have their
    representatives serve on the Steering Committee. Three
    (3) positions shall be designated for one and one-half
    (1 1/2) year terms and three (3) for one-half (1/2)
    year terms.)
    4
    section B. Term Limitations:
    1. Members may serve a maximum of two (2) years in any one
    (1) position with a six (6) consecutive year maximum of
    service on the board in various positions. After one (1)
    ysar's absence, a person may again be elected or
    appointed to serve on the Regional Steering Committee.
    2. Organizational representatives serve two (2) year
    terms. Then, six (6) other organizations in the order
    of their joining NWHP may rotate onto the Steering
    Committee. Organizational representatives may also serve
    in other positions on the Steering Committee as
    individuals, but not concurrently and for no more than a
    total of six (6) consecutive years.
    3. Any member of the Steering Committee may be removed after
    three (3) unexcused absences, or for just cause by action
    of the Steering Committee.
    4. A Steering Committee member may be removed from
    the committee before the end of his/her term by a
    two-third (2/3) majority vote of the Steering Committee.
    Section C. Powers and Duties
    The Steering Committee shall:
    1. Manage the affairs of the regional group.
    2. Set overall policy compatible with these Bylaws and state
    policy.
    3. Appoint Standing Committee chairs to one (1) year terms
    compatible with the fiscal year, with the option of
    reappointing to another one (1) year term.
    4. Recommend statewide projects to the State Board of
    Directors.
    5. Appoint individuals to fill vacancies on the Steering
    Committee including that of an officer until the next
    election.
    6. Recommend an annual budget for the region to be adopted
    3t the Annual Business Meeting.
    The Steering Committee may:
    1. Hire, direct the activities of, and evaluate the
    performance of staff.
    2. Contract for services.
    3. Call special meetings of the Steering Committee.
    Section D. Meetings
    1. The Steering Committee will meet quarterly.
    2. Eight (8) members present, to include either the Chair or
    Vice-Chair, shall constitute a quorum.
    3. Each member is entitled to one (1) vote.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section A. Composition (ten (10) members)
    The Executive Committee shall be composed of;
    1. Four (4) officers from the Steering Committee.
    2. Six (6) Standing Committee chairs representing the
    committees on Membership, Publicity/SpeaJcers' Bureau,
    Program Planning, Project Review and Coordination,
    Newsletter, and Finance.
    Section B. Powers and Duties.
    1. Handle the day-to-day operations of the group
    compatible with policies and plans set by the
    Steering Committee and State Board. V
    2. FiW.-^vacancies until next election for Standing
    Gommittee chairs.
    3. Call special meetings of the Executive Committee.
    4. Approve grant applications and submit to the
    Nevada Women's Fund for review in a timely manner
    before submission to a granting agency.
    5. Approve regional projects and their directors
    based on recommendations of the Project Review
    Committee.
    6. Approve expenditures based on the adopted annual
    budget.
    Section C. Meetings
    1. The Executive Committee shall meet monthly.
    2. A quorum of six (6), to include either the Chair or the
    Vice-chair, is necessary to conduct business.
    3. Each member is entitled to one (1) vote.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    for presentation to the Steering Committee for approval by the
    membership at the Annual Business Meeting.
    Section B. The Finance Committee shall explore fund raising
    opportunities and act as a resource for project grant writing.
    Section C. The Treasurer shall be a member of this committee.
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    Section A. A Nominating Committee
    members appointed by the Steering
    1st of each year.
    shall consist of three (3)
    Committee no later than October
    6
    section B. Responsibilities.
    1. The Nominating Committee shall present to the Executive
    Committee a slate of candidates for offices, which
    allows for staggered terms in the following manner: each
    year two (2) officers and two (2) members-at-large to be
    nominated for two (2) year terms with election at the
    Annual Business Meeting.
    2. Additional nominations may be made from the floor at the
    Annual Business Meeting.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In the last quarter of each fiscal year, there
    shall be an Annual Business Meeting for the purpose of:
    1. Electing officers.
    2. Adopting a budget.
    3. Hearing reports of various NWHP activities.
    4. Taking action on such matters as may be before the group.
    Section B. A quorum shall be thirty (30) % of the membership.
    For purposes of determining a quorum and voting, each individual
    member is counted as one (1) and each designated representative
    of an active organizational member is counted as two (2).
    Section C. Notice of an Annual Business Meeting shall go to
    members at least ten (10) working days in advance of the meeting.
    Section D. The Nominating Committee shall serve as the
    Election Committee at the Annual Business Meeting.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    1. Serve as the presiding officer of the Steering Committee
    and the Executive Committee and oversee the planning and
    administration of NWHP.
    2. Serve as Chair of the State Board of Directors in
    alternate years.
    3. Set the agendas for the meetings over which she presides.
    4. Appoint chairs of Standing Committees, with the
    approval of the majority of the Executive Committee, and
    appoint special committees as necessary.
    5. Serve as an ex-officio member of all committees except
    the Nominating Committee.
    6. Exercise and perform such other powers and duties as may
    be prescribed by the Steering Committee from time to
    time.
    Section B. The Vice-Chair shall:
    1. Serve as Chair in the absence of the Chair or the Chair's
    inability to act.
    2. Assist the Chair to carry out the duties of the office of
    the Chair.
    3. Have such other powers and perforin such other duties as
    may be prescribed from time to time by the Steering
    Committee or by the Chair.
    Section C. The Treasurer shall:
    1. Act as the chief financial officer.
    2. Keep and maintain or cause to be kept and maintained
    adequate and correct accounts of the properties and
    business transactions of the organization, including
    accounts of its assets, liabilities, receipts,
    disbursements, gains, and losses.
    3. Present financial reports to the Executive Committee and
    Steering Committee at each of their meetings.
    4. Ensure that all funds and securities of the organization
    are deposited in banks, trust companies, or other
    depositories approved by the Executive Committee.
    5. Ensure that funds are properly disbursed.
    6. Have such other powers and perform such other duties as
    may be prescribed by the Steering Committee from time to
    time. The books of the account shall at all times be
    open to inspection by any officer or member of the
    Executive or Steering Committee.
    Section D. The Secretary shall
    1. Oversee/prepare and maintain official records.
    2. Keep or cause to be kept full minutes of all meetings.
    3. Give or cause to be given notice of any special or
    regular meetings.
    4. Ensure that a master file is maintained for the
    organization
    5. Have such powers and perform such other duties as may be
    prescribed by the Steering Committee from time to time.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be July 1 to June 30.
    ARTICLE XII. PARLIAMENTARY AUTHORITY
    Section A. The rules contained in the current edition of Robert's
    Rules of Order-Newly Revised shall govern in all cases to which
    they are applicable in which they are not inconsistent with these
    Bylaws and any special rules of order adopted by the state Board
    of Directors.
    8
    ARTICLE XIII. AMENDMENTS
    Section A. These bylaws may be amended or repealed, or new
    Bylaws may be adopted by a simple majority of those present at
    the Annual Business Meeting or a special meeting called for that
    purpose; and
    Section B. Provided any changes, substitutions, deletions, or
    additions, are submitted in writing to each member at least ten
    (10) working days prior to the date of the Meeting.
    ARTICLE XIV. DISSOLUTION
    Section A. Upon dissolution or other termination of the
    organization, any assets remaining after all debts of the
    organization have been paid shall be disposed of as determined by
    the State Board of Directors.
    ARTICLE XV. PURPOSE OF THE BYLAWS
    Section A. These Bylaws are adopted for the sole purpose of
    facilitating the discharge, in an orderly manner, of the purpose
    of the organization. These Bylaws shall never be construed in
    any such way as to impair the efficient operation of the
    organization.
    NEVADA WOMEN'S HISTORY PROJECT
    1048 N. Sierra #A
    Reno, NV 89503
    BASIC PARLIAMENTARY INFORMATION
    Prepared by the Education Committee
    National Association of Parliamentarians®
    213 South Main Street. Independence. MO 64050-3850
    (816) 833-3892
    Based on Robert's Rules of Order Newly Revised, 1990 Edition
    RANKING MOTIONS
    Motions are listed in the order of their precedence, with
    the highest ranking at the top. After a motion has been
    stated by the chair, higher ranking motions are in order
    but not lower ranking motions, except that Amend and
    Previous Question can be
    applied to amendable and/
    or debatable motions of
    higher rank than themselves.
    Interrupt
    Second
    Debate
    Amend
    Vote
    Reconsider
    PRIVILEGED MOTIONS
    # Fix the time to Which to
    Adjourn
    8 A M R
    * Adjourn 8 M
    # Recess 8 A M
    Raise a Question of
    Privilege
    1 +
    Call for the Orders
    of the Day
    1 +
    SUBSIDIARY MOTIONS
    Lay on the Table 8 M
    Previous Question
    (close debate)
    8 2/3 R
    # Limit or Extend
    Limits of Debate
    8 A 2/3 R
    # Postpone to a Certain
    Time (or Definitely)
    8 D A M R
    # Commit or Refer 8 D A M R
    # Amend 8 D^ A* M R
    # Postpone Indefinitely 8 D M R^
    MAIN MOTION 1 8 D A M R 1
    MEANING OF SYMBOLS
    A — Can be amended.
    D — Is debatable.
    I — Is in order when another has the floor.
    M — Requires a majority vote (i.e., more than half the
    votes cast).
    p _ The vote on this motion may be reconsidered.
    S — Requires a second.
    2/3— Requires a 2/3 vote (i.e., at least twice as many in
    the affirmative as in the negative.)
    + — Usually no vote is taken. The chair decides.
    # — A main motion when no other motion is pending.
    No vote is taken. The chair responds.
    — See Robert's Rules of Order Newly Revised, 1990
    edition, for specific rule. Consult index and tinted
    pages for further information and page references.
    PROCEDURE FOR
    HANDLING A
    MAIN MOTION
    I. Obtaining and assigning
    the floor
    A. Member rises and
    addresses chair.
    B. Chair recognizes
    member.
    II. How the motion is
    brought before the assembly
    A. Member makes
    motion.
    B. Another member
    seconds motion.
    C. Chair states motion.
    III. Consideration of the
    motion
    A. Members debate
    motion.
    B. Chair puts question
    and members vote.
    C. Chair announces
    result of vote.
    See next page for sample
    dialogue of proper procedure.
    PROCESSES OF
    AMENDING
    1. To insert or to add (a
    w o r d , c o n s e c u t i v e
    words, or a paragraph)
    2. To strike out (a word,
    consecutive words, or
    a paragraph)
    3. To strike out and insert
    ( w h i c h a p p l i e | S t o
    words) or to substitute
    (which is not applied to
    anything less than a complete
    paragraph of one
    or more sentences)
    ® — 1983 All rights reserved
    First Edition 1980
    Second Edition 1983 ;•
    /
    PROCEDURE FOR HANDLING A MAIN MOTION
    I. Obtaining and assigning the floor
    A. A member rises when no one else has the floor and addresses the chair:
    "Mr./Madam President," "Mr./Madam Chairman," or by other proper title.
    1. In a large assembly, the member gives his name and identification.
    ; ; 2. The member remains standing and awaits recognition by the chair.
    B. The chair recognizes the member by announcing his name or title, or in a
    small assembly, by nodding to him.
    II. How the motion is brought before the assembly
    A. The member makes the motion: "I move that (or "to") . . ." and resumes his
    seat.
    B. Another member, without rising, seconds the motion: "I second the motion" or
    "I second it" or, even, "Second."
    C. The chair states the question on the motion: "It is moved and seconded that
    (or "to").... Are you ready for the question?"
    III. Consideration of the motion
    A. Members can debate the motion. •
    1. Before speaking in debate, members obtain the floor as in i above.
    • V 2. The maker of the motion has first right to the floor if he claims it promptly.
    3. All remarks must be addressed to the chair.
    ' 4. Debate must be confined to the merits of the motion.
    » : \ 5. Debate can be closed only by order of the assembly (2/3 vote) or by the
    chair if no one seeks the floor for further debate.
    . . B. The chair puts the question (puts it to vote).
    1. The chair asks: "Are you ready for the question?" If no one then rises to
    claim the floor, the chair proceeds to put the question.
    :/ 2. The chair says: "The question Is on the adoption of the motion that (or
    ' "to") .... As many as are In favor, say *Aye'. (Pause for response) Those
    ;Vv opposed, say'No'." (Pause for response)
    C. The chair announces the result of the vote.
    1. "The ayes have It, the motion Is adopted, and . . . (Indicating the effect of
    the vote or ordering its execution)." (or)
    2. "The noes have it and the motion is lost."
    THE CHAIR AND A SAMPLE ORDER OF BUSINESS
    Call to Order
    The presiding officer, after determining that a quorum is present, rises, waits or signals
    for quiet, and says, "The meeting will come to order."
    Opening Ceremonies (religious, patriotic, ritualistic, etc. — optional)
    "Please rise and remain standing for the Invocation, which will be given by . . ., and the
    Pledge of Allegiance to the Flag of the United States of America, which will be led by
    . . . ." (If given, the Invocation, the national anthem, and the Pledge of Allegiance to the
    Flag of the United States of America are given in that order.)
    Roll Call (if customary)
    "The Secretary will call the roll of officers (or "will call the roll")." . •
    Reading and Approval of Minutes
    "The Secretary will read the minutes." (The presiding officer sits down.) ' ^*
    Except in the smallest of meetings, the secretary stands to read the minutes. > , '
    "Are there any corrections to the minutes?" (Pause) • * I
    "If there are no corrections, the minutes stand (or "are") approved as read." .
    With corrections: "If there is no objection, the Secretary will make the correction(s). . . . ;
    If there are no further corrections, the minutes stand (or"are") approved as corrected."
    Reports of Officers, Boards, and Standing Committees
    "The next business In order is hearing reports of the officers, boards, and standing
    committees."
    Officers and standing committees are called on In the order they are listed In the bylaws.
    The chair usually calls on only those who have reports to make.
    •A sS >
    In calling on the secretary: "Is there any correspondence?"
    In calling on the treasurer; "May we have the Treasurer's report."
    A treasurer's report is never adopted. An auditor's report, usually made annually, is
    adopted.
    "The question Is on the adoption of the Auditor's report. As many as are In favor, say
    'Aye'. Those opposed say 'No'. The ayes have it and the Auditor's report is adopted."
    An officer should not move the implementation of a recommendation in his report;
    another member can make such a motion following the officer's report.
    The secretary or other reporting member of a board and the chairman or other reporting
    member of a committee, "on behalf of (or "by direction of") the board (or "the
    committee")," moves the adoption of the necessary motion to implement any recommendations
    the board or committee makes.
    A motion arising out of an officer's, board's, or committee's report is taken up immediately.
    Reports of Special Committees (announced only if there are such committees prepared
    or instructed to report)
    "The next business in order is hearing reports of special committees. The committee
    appointed to . . . will now report."
    Special committees are called on in the order in which they were appointed.
    • The reporting member (usually the chairman), "on behalf of (or "by direction of") the
    committee," moves the adoption of motions or resolutions in the report.
    Special Orders (announced only If there are such items)
    Unfinished special orders from the previous meeting and Items made special orders for
    this meeting and not set for specific hours are taken up under this heading. Matters set
    by the bylaws for a particular meeting may be taken up.
    "The next business in order is the consideration of special orders. At the previous
    meeting, the motion relating to . . . was postponed to this meeting and made a special
    order. The question is on the motion that. . . Are you ready for the question?"
    "The Secretary will read from the bylaws Article Section concerning the
    election of a Nominating Committee."
    Unfinished Business and General Orders (announced only If there are such items.)
    Any questions previously introduced and not finished or any postponed to the present
    meeting are under this heading.
    "Under Unfinished Business and General Orders, the first Item of business Is the motion
    relating to . . . that was pending when the previous meeting adjourned. The question Is
    on the adoption of the motion that .... Are you ready for the question?"
    "The next item of business is the motion relating to ... . that was postponed to this
    meeting. The question is on the adoption of the motion that . . . Are you ready for the
    question?"
    New Business
    "Is there any new business?" . - .
    "Is there any further new business?" i - ^
    Announcements ^ i .
    "The chair has the following announcements .... Are there other announcements?"
    Program
    The chair does not "turn the meeting over" but announces "The Program Committee will
    now present the program" or".. . will Introduce our speaker."
    Adjournment
    "Is there any further business? (Pause) Since there is no further business, the meeting is
    adjourned." (or) ^
    "A motion to adjourn is in order."
    In announcing an affirmative vote: "The ayes seem to have it. (Pause) The ayes have it
    and the meeting is adjourned." (A single rap of the gavel may be used.)
    NON-RANKING
    MOTIONS
    Interrupt
    Second
    Debate
    Amend
    Vote
    Reconsider
    INCIDENTAL MOTIONS
    Appeal 1 S D" M* R
    Close Nominations or
    Close the Polls S A 2/3
    Consideration by Paragraph
    or Seriatim
    S A M
    Create a Blank S M
    Division of a Question S* A M*
    Division of the Assembly 1 -
    Objection to the Consideration
    of a Question • 2/3 -
    Parliamentary Inquiry 1
    Point of Information 1 —
    Point of Order 1 • +
    Reopen Nominations or
    the Polls S A M •
    Request for Permission to
    to Withdraw a Motion
    - M •
    Suspend the Rules S 2/3"
    MOTIONS THAT BRING A QUESTION AGAIN
    BEFORE THE ASSEMBLY
    Take from the Table S M
    ""Rescind or Amend Something
    Previously Adopted s D A
    ""Discharge a Committee s D A -
    Reconsider * s D" M
    **—An incidental main motion which usually requires a
    majority vote with previous notice or a 2/3 vote without
    previous notice.
    Before a motion has been stated by the chair, it can be
    withdrawn or modified by the maker. After being stated
    by the chair, it can be withdrawn or modified only by
    general consent or a majority vote of the assembly.
    Hasty or ill-advised action can be corrected through the
    motion to reconsider. This motion can be made only by
    one who voted on the prevailing side and must be made
    on the same day or next succeeding day after the original
    vote was taken (not counting a day on which no business
    meeting is held during a session).
    PERTINENT FACTS
    A main motion brings business
    before the assembly.
    A subsidiary motion assists
    the assembly in treating or
    disposing of a main motion
    and sometimes of other'
    motions.
    A privileged motion deals
    with special matters of immediate
    importance. It does
    not relate to the pending
    business.
    An incidental motion is related
    to the parliamentary
    situation in such a way that'
    it must be decided before
    business can proceed.
    FORMS OF VOTING
    A voice vote is the most|
    commonly used form of,
    voting.
    A rising vote is the normal
    method of voting on motions
    requiring a two-thirds,
    vote for adoption. It is also
    used to verify a voice vote
    or a vote by show of hands.
    The chair can order a rising
    vote or a single member can
    call for a divison of the
    assembly.
    A show of hands is an alter-^
    native for a voice vote, some-'
    times used in small boards,
    committees, or very srnall
    assemblies or for a rising
    vote in very small assemblies
    if no member objects.
    A count can be ordered iDy
    the chair or by a majority
    vote of the assembly. •
    General consent is a vote of
    silent agreement without a
    single objection.
    A ballot or roll call vote can
    be ordered by a majority.
    Rulings of the chair can be
    appealed.
    NEVADA WOMEN'S HISTORY PROJECT
    Proposed By-law changes recommended for approval at the Annual meetings. South, June, 1997.
    (Brackets () = deleted language. Underline and italics = New lan^ua^e.
    The word (steering) has been eliminated in the By-laws document as no^/d in the
    proposed deletion of Article VI.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    I.Individual (voting): Any woman or man willing to support the mission, purooses, and
    policies of the NWHP.
    2. Active Organization (voting through designated representative): A group which has its own
    organization and supports the mission, purpose, and policies of NWHP.
    3. Associate (non-voting): A Tax-supported agency or institution whose purpose is
    compatible with NWHP.
    Section B. (Dues are established and set by the regional steering committee. When there is more
    that one regional group, dues are established by the State Board of Directors.) ^
    Section B. The amount of dues are recommended by the State Board of Directors and'*'a(ified i)v in^.
    members at the Annual Regional Meetings. V,
    ADD NEW SECTION C & D( Present section C, will become Section E and Section D will become F)
    Section C.Each Region shall present to its members, annually, a single bill which will include dues
    for the Region ($15.00) and State Board ($10.00).
    Section D. Each Region shall pay to the State Board Treasurer, on or before February I of each
    year, dues upon a per capita basis of $10.00 j
    Section E. NWHP encourages corporate sponsors who make annual contributions or provide in-kind
    services.
    Section F. No person shall hold any office or serve on any board or Comm'itteQisteering) unless s/he,
    or the organization s/he represents, is a paid up member in good standing.
    Rationale: Members should have a voice when dues are raised. Defines who will collect the dues
    and how much of the dues will be distributed between the Regions and the State Board.
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The board shall be composed of:
    1. The regional chairs (North and South)
    2. The regional Treasurers (North and South)
    3. Two at-large members, on each, chosen by their regional Chairs and Treasurers. North and
    South.
    4. The seventh member, a Secretary, shall be chosen by the statewide Chair.
    /
    (5. The position of State Chair shall alternate yearly between the North and South regional
    Chairs, the other acting as the Vice-Chair.)
    5. The positions of State Chair. State Vice-chair and State Treasurer shall he a member
    of the State Board and be determined by action of the State Board of Directors.
    Rationale: The most suitable person for leadership might not always come from a designated
    region. The North or South Treasurer might not want the additional bookkeeping duties of State
    Treasure. Opens leadership to others not already serving in a leadership capacity.
    6. The Chair may also appoint a non-voting Recording Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall:
    1. Develop statewide policies to be implemented by the State Board and /or regions regarding
    elections, contracts, and other pertinent matters.
    2.Delegate authority and define accountability for the development and implementation of
    policies at the regional level as needed.
    3. Govern the statewide affairs of NWHP including the designation of one address to be
    the state office within the boundaries of Nevada.
    4. Establish statewide committees as needed and determine their charge, size, and composition.
    ^ 5. Approve the annual state budget.
    ; (6. Approve the acceptance of fiinds and the statewide expenditures.(dddition will be ) V
    ! inserted here) All checks, drafts, or other orders for the payment of money, notes, or others
    { evidences of indebtedness issued in the name of the organization shall be signed by such
    i officer or officers, agent or agents of the organization and in such manner as shall from time i.
    \ time be determined by resolution.) /
    AM: remove period! into and from a hank account independent of regional accounts.
    Rationale: The state board needs its own account for funds designated for state office expenses,
    projects, conferences, newsletters, mailers, and Etc.
    Ian and gQBdu8tii iiiliiinniaiPconference on Nevada Women's History.
    8. Indemnify the Nevada Women's Fund Board of Directors for liability resulting from
    any actions of NWHP.
    Add 9. Appoint internal audit committee to review financial records of the state treasurer
    and each regional treasurer and present one written report for each regional annual meeting. /
    ctM jp 'C' dM hpfiii iUUv a. ,
    Rationale: It is in the interest of all for a review of financial records be done on a regular basis.
    The State Board may:
    1. Hire, direct the activites of, and evaluate the performance of an executive director, and
    authorize the hiring of additional staff.
    2
    (2. Contract for a loan or issue any evidt^ce yr indebtedness, on ,behalf of the organization,
    only by a resolution of the Board and co\fy(ed to specific instances. No loan s^all be made
    to any officer or member of the Board of^rectors^
    2. Contract for a loan or issue any gvidenc^ o^indebtedness, on behalf of the organization,
    only by c^recommendatiof^ of the StaiKBoatd of Directors and frit ified hv members at the
    Regional Annual meetings. No Loan shkl b^\iade to ^ny officer or member of the Board of
    Directors.
    Rationale: If the organization needs funds and is unable^to secure needed funds in the customary
    traditional ways of most organizations then is the organization a viable entity! The question of
    loans should never be brought up and if in the last r^sbrt it would be, then by all means should
    be ratified by members as a whole!
    3. Authorize the organization to pay, or cause to be paid by insurance or othenv.se, any
    judgment or fine rendered or levied against a present or former Board Member, officer,
    employee, or agent of the organization in an action, brought against such person to impose
    \
    a liability or penalty for an act or omission alleged to have been committed by such person
    while a Board Member, officer, employee or agent of the organization provided that the Board
    of Directors shall determine in good faith that such person acted in food faith and without
    ^ / willful misconduct or gross negligence for a purpose which s/he reasonable b^^' eved to be in the
    \ ^ / best interests of the organization. Payments authorized hereunder include amounts paid and
    ^ ' expenses incurred (including attorney's fees) in satisfaction of any liability or penalty or in
    ^ " settling any action or threatened action, but in no event, shall this provision permit paymen"
    of any amount,payment of which would give rise to any liability for taxes or penalties.
    4. Transact such other business as is necessary and appropriate to this body, including
    coordinating statewide projects. , ^ ^
    A7f^moveyerihii~cmd'adctrarid appr6ytny[ '£rantS'which needlo^he^ subrmUed lo ihe^MevCTda -
    Women .
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meetj^wice a year in person, by conference call, or video
    conference. ^ ^ T
    3. The State Board shall receive reports from regional finance committees, initiate, where
    feasible, statewide fund raising projects, and develop long range fiind raising plans.
    (4.For the transaction of business, a majority of statewide board shall constitute a quorum,
    provided the chair or Vice-Chair is present.)
    4. For the transaction of business, the Board shall have a quorum of 4, with the Chair or
    Vice-Chair present.
    Rationale: Cleans up the language and gives a specific number to a quorum. .
    ARTICLE y. REGIONALf5/c^er//7e is deleted and executive inserted) EXECUTIVE COMMITTEE
    (Section A. Composition: Fifteen (15) members)
    Section A. Composition: Twenty-one (21) members (addition of the standing committee chairs)
    \. remains the same ' ,
    2. remains the same
    /^.remains the same
    f S A dd- Six (6) /Standing Committee chairs representing the committees of Membership,
    Publicity/Speakers' Bureau, Program planning. Project reyiew and coordination,
    Newsletter and Finance.
    'p ijk iix, ^ ^
    Section B. Term Limitations:
    The only change in this section would be the deletion of the word Steering wherever stated and
    insert Executive.
    Section C. Powers and Duties
    (The Steering committee shall:)
    The Executive Committee shalh
    1. remains the same
    2 rernqjus the
    ^3 remains thesame~§t^^ j MfTvCv.' >
    4.Recommen3 stat^ide projects to the State Board of Directors.
    4. Change to read- Approve regional projects and their coordinators based on recommendations
    of the Project Review Committee. Recommend projects suitable for statewide to the State Board of
    Directors.
    SRemove the word steering where appropriate)
    6.Recommend an annual budget for the region to be adopted at the Annual Business Meeting.-
    1^6.add-Approve expenses based on the adopted hudset.^
    The (delete word- steering and add Executive)Executive Committee may:
    1. remains the same
    2. remains the same
    3. delete word-steering and add executive where appropriate
    Section D. Meetings
    1 .The steering Committee will meet quarterly.
    1 .The Executive Committee will meet monthly.
    (2.Eight (8) members present, to include either the Chair or the Vice-Chair sha" constitute a
    quorum.)
    2. Eleven members present, to include either the Chair or the Vice-Chair, shall constitute a
    quorum.
    3. Each member is entitled to one (1) vote.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    ( T H I S ARTICLE HAS BEEN DELETED)
    All powers and duties covered in Article V.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    ( W i l l c h a n g e t o A r t i c l e V I )
    Delete word- Steering- where appropriate and add- Executive
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    (Will change to Article VII)
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETINGS ,
    (Will change to Article VIII) ^ c t « — ' ^
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    (Will change to Article IX)
    Section A. The Chair shall:
    (1. Serve as the presiding officer of the steering committee and the executive committee and
    oversee the planning and administration of NWHP.)
    1. Serve as the presiding officer of the Executive committee and oversee the planning and
    administration of NWHP.
    2. Serve as Chair of the State Board of Directors in alternate years.
    2.Delete- covered under Article IV, Section A, #5.
    3. Set the agendas for the meeting over which she presides.
    4. Appoint chairs of standing committees, with the approval of the approval of the majority of
    the Executive committee, and appoint special committees as necessary.
    4. Appoint chairs of the standing committees and appoint other special commiuees as necessary.
    5. remains the same
    6. Delete the word steerinsz and insert Executive where appropriate
    Section B. The Vice-Chair shall:
    Section C. the Treasurer shall:
    (all wording in sections B and C remains the same with the exception of deletimi the word
    steering and inserting Executive where appropriate)
    Section D. Remains the same.
    ARTICLE XI. FISCAL YEAR
    (Article XI is changed to Article X)
    Section A. The fiscal year of NWHP shall be July 1 to June 30>
    Section A. the fiscal year of NWHP shall be January 1 to December 31.
    Rationale: Fiscal year coinciding with calendar year is easier for members to remember, works
    better with accounting software programs. This will change the schedule of the Annual Meetings.
    All succeedhtf! Articles numbers will chanse appropriately.
    IF YOU AGREE WITH THE CHANGES DESCRIBED BELOW, YOU DO NOT NEED TO
    TAKE FXJRTHER ACTION. PLEASE PLACE THIS WITH YOUR COPY OF THE BYLAWS
    ADOPTED IN JANUARY, 1996.
    IF YOU DISAGREE, CHECK THIS SPACE AND MAIL BACK TO NWHP,
    1301 VALLEY ROAD, RENO, NV 89512.
    NEVADA WOMEN'S HISTORY PROJECT
    By-Law Changes Recommended for Action on:
    J\ine 3, 1996: Reno (Northern Region)
    June 8, 1996: Las Vegas (Southern Region)
    Brackets [] means language is deleted. Bold means new language is
    proposed.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: [Fourteen (14)] Fifteen (15) members
    4. One (1) representative designated by the Nevada Women's
    Fund shall serve as a voting member of the Regional Steering
    Committee so long as the NWHP is a delegate agency of that
    organization.
    Section C. Powers and Duties.
    The Steering Committee shall:
    6. Ratify appointments recommended by the Executive Committee
    to fill vacancies of Steuiding Committee Chairs.
    (Change the old "6" to 7)
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section B. Powers and Duties.
    Add as #2: Submit appointments to fill vacancies of Standing
    Committee Chairs to Steering Committee for ratification.
    Renumber the next four items #3 through #6.
    Add as #7: Approve operating policies of Standing Committees
    .
    ARTICLE XIII. AMENDMENTS
    Section A. These Bylaws may be amended or repealed, or new
    Bylaws may be adopted by a simple majority of those [present at
    the Annual Business Meeting or a special meeting called for that
    purpose;] voting in one of the following options as determined by
    the State Board: (1) the Annual Business Meeting of each region,
    (2) a special meeting called for that purpose in each region, (3)
    a business meeting held in conj\inction with the State Biennial
    Conference, or (4) an election by mail, conducted by the State
    Board mailing the proposed changes with a printed ballot and
    voting instructions to the total membership.
    Section B. [Provided any] If proposed changes, substitutions,
    deletions, or additions, [are] will be acted upon through
    options (1), (2), or (3) listed above, they must be submitted in
    writing to each member at least ten (10) working days prior to
    the date of the meeting.
    Additional change recommended:
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section B. A quorum shall be [thirty (30)] twenty (20%) of
    the members of the region.
    Ellen: the Executive Committee is recommending to the Steering
    Committee that we send out this mailing about September 1 to the
    entire membership statewide to try to make our By-Laws changes
    official.
    How does this look to you? \
    Knujyh^
    September 1, 1997
    To: NWHP Members
    From: Jean Ford, State Chair
    The attached By-Law Changes were approved unanimously by those
    present at the Annual Business Meetings of the Northern and
    Southern Regions. However, there was not a quorum, according to
    the By-Laws, at either meeting.
    We recommend that these By-Laws Changes, plus an additional
    change to reduce the required quorum, be adopted by the membership
    through the use of this mail ballot.
    If you agree, you do not need to take further action. If you
    disagree, please check the appropriate space and return the
    ballot to NWHP, 1301 Valley Rd., Reno, NV 89512, no later than
    September 16, 1997. The results will be announced in the Fall
    newsletter.
    If you have questions, please call Jean Ford in Reno at 322-7754
    or Iris Torfason in Las Vegas at 737-7644.
    NEVADA WOMEN'S HISTORY PROJECT
    The following Policies and Procedures were adopted by the
    Northern Nevada Steering Committee on February 7, 1996, to enable
    effective functioning under the various Articles of the By-Laws
    adopted January 27, 1996:
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS
    Policies:
    la. When appropriate, the regions may identify themselves as
    Nevada Women's History Project, Northern Region and Nevada
    Women's History Project, Southern Region, making it clear, when
    possible, that each region is still looking at the whole State as
    its sphere of interest.
    lb. Letterhead and other printed materials should use the
    official logo designed by Tamara Early; it can also include
    regional and state officers and should, where possible, include
    address and phone number for both Northern Nevada office and
    Southern Nevada office.
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Policies:
    Ila. NWHP, through the State Board of Directors and/or the
    Regional Steering Committees, may advocate for programs and
    policies that further the Mission and Purposes of NWHP as long as
    those activities take a small proportion of the organization's
    time and money and do not jeopardize the tax-exempt status of the
    Nevada Women's Fund.
    ARTICLE III: MEMBERSHIP AND DUES
    Policies:
    Ilia. All membership dues are paid to the State office; a
    portion, as designated by the State Board, may be allocated to
    the region in which the member resides.
    When the active organizational member is a statewide organization,
    it shall designate a representative and the region in which
    it wishes representation. If the statewide organization wishes to
    pay dues to belong to each region, it shall designate a representative
    for each region.
    IIIc. One dues structure shall apply throughout the State.
    Illd. Renewal of membership is due on July 1 of each year.
    Members will be dropped from the rolls if their renewal has not
    been received by September 15 of that year.
    A new membership received on or after March 1, 1996 shall be
    considered good throughout the following fiscal year. In every
    year beginning in 1997, a new membership or renewal received on
    or after April 1 shall be considered good for the following
    fiscal year.
    ARTICLE IV: STATE BOARD OF DIRECTORS
    Policies:
    IVa. Copies of any Regional Policies and Procedures, adopted
    under Article V(C)(2) should be distributed to the members of the
    State Board of Directors in the other Region.
    IVb. Through FY '97, the state office of NWHP shall be in
    Northern Nevada at an address determined by the Northern Regional
    Steering Committee.
    IVc. The State Board of Directors shall act as a information
    clearinghouse for all fundraising and confer with both Regional
    Finance Committees before initiating statewide fundraising of any
    kind.
    ARTICLE V: REGIONAL STEERING COMMITTEE
    Policies:
    Va. As long as the NWHP is a delegate agency of the NWF, NWF
    shall have an organizational representative on both Regional
    Steering Committees, the other organizational representatives
    rotating as provided in the By-Laws.
    Vb. Minutes of the Regional Steering Committee meetings shall
    be distributed to its own members as well as members of the State
    Board of Directors in the other Region.
    ARTICLE VI: REGIONAL EXECUTIVE COMMITTEE
    Policies:
    Via. Minutes of the Regional Executive Committee shall be
    distributed to its own members as well as members of the Regional
    Steering Committee.
    VIb. The Publicity Chair shall review proposed news releases
    with the Regional Chair before distribution to the media and
    shall send a copy of all news releases to the Chair.
    ARTICLE VII: REGIONAL FINANCE COMMITTEE
    Policies:
    Vila. The annual budget shall contain a brief written explanation
    of the various categories of expenditures.
    Vllb. Proposals that seek funding outside the Region shall be
    forwarded to members of the State Board of Directors for approval.
    ARTICLE VIII: REGIONAL NOMINATING COMMITTEE
    Policies:
    Villa. The Nominating Committee will inform all candidates of
    the responsibilities contained in those positions as outlined in
    the Bylaws and Policies and Procedures.
    ARTICLE IX: REGIONAL ANNUAL BUSINESS MEETING
    Policies:
    IXa. Minutes of the Regional Annual Business Meetings shall be
    distributed to all members of the State Board of Directors.
    ARTICLE X: REGIONAL OFFICERS AND DUTIES
    Policies:
    Xa. The Chair may appoint chairs of Standing Committees only to
    fill vacancies of appointments previously made by the Regional
    Steering Committee. Any such appointment shall be ratified by the
    Regional Steering Committee at its next meeting.
    Xb. The Regional Treasurer in the region in which the current
    State Chair is located shall also serve as the State Treasurer
    unless the State Board of Directors determines otherwise.
    ARTICLE XI: FISCAL YEAR
    Policies:
    XIa. The fiscal year is also the membership year, for purposes
    of paying dues. See also Policy Illd.
    ARTICLE XII: PARLIAMENTARY AUTHORITY
    Policies: None.
    ARTICLE XIII: AMENDMENTS
    Policies: None.
    ARTICLE XIV: DISSOLUTION
    Policies: None.
    ARTICLE XV: PURPOSE OF THE BYLAWS
    Policies: None.
    NEVADA WOMEN'S HISTORY PROJECT
    State Organization and Structure
    (key elements summarized from the Official By-Laws)
    State Board:
    Chair (Regional Chairs alternate)
    Vice-chair (Regional Chair who is not State Chair)
    Secretary (appointed by Chair)
    Treasurer (one of Regional Treasurers, by agreement)
    Member (Other Regional Treasurer)
    Member (appointed by Southern Chair & Treasurer)
    Member (appointed by Northern Chair & Treasurer)
    Powers and Duties:
    * Meet twice a year, in person, by conference call, or video
    * Designate one address to be the State Office within the
    boundaries of Nevada; this can be changed as needed
    * Determine statewide dues structure
    * Develop and approve state budget
    * See that Quarterly News is edited and distributed
    * Develop a Plan and coordinate statewide fundraising, working
    with Finance Committees North and South
    * Coordinate statewide projects which come forth from
    Project Review Committees North and South
    Current:
    a. Book Assessment Project: publication of Annotated
    Biblioaraphv
    b. Women and Work: presentation/slide show for schools
    and community groups
    In development stage:
    a. Nevada History Day: working with teachers to make
    available resources on Nevada women for use by students
    in Nevada History Day competition; develop criteria for
    use of $1000 gift from Dr. Elaine Enarson for awards for
    middle school students
    b. Research project on history of Nevada women of various
    racial and ethnic identities
    * Appoint statewide committee to plan and implement statewide
    conference, held alternately in North and South
    Optional powers and duties;
    * Hire an Executive Director and authorize the hiring of
    additional paid staff
    Job Description of Executive Director
    . •Administers NWHP activities in accordance with its stated
    mission in such a manner that optimum results arR achieved -in
    relation to available resources; answers to the State Board.
    The following are potential duties and responsibilities:
    1. Assist State Chair in her State Board duties:
    - help develop agenda and arrangements for semi-annual State
    Board meetings
    assist in additional areas as reguested
    2. Assist Newsletter Editor in developing content, proofing,
    etc. of quarterly News; responsible for preparation of labels and
    mailing of News statewide
    3. Assist with statewide fundraising under Plan developed by
    Regional Finance Committees and approved by Regional Steering
    Committees and State Board
    4. Work with Regional Chairs in:
    Chairs- descriptions for Standing Committee
    n orientation/training sessions for Executive
    Committees and Steering Committees
    •ir,rr offics spacs, if needed, and support, includequipment,
    supplies, stationery, forms, postage,
    brochures, etc. and appropriate filing systems
    5. Supervise any additional paid staff in regional offices,
    following work plan developed by Regional Chair and approved by
    Regional Executive Steering Committee.
    as^needed^^ State Project Chairs of approved statewide projects,
    maintained^^^^ Regional Historians to see that NWHP Archives are
    Regional Standing Chairs, as requested and as time
    permits, in carrying out their plans and projects: Finance
    Project Review, Program, Membership, Publicity
    Proposed date of hire: no later than September 1, 1997
    Research needed re advisability of hiring person as emolovee or
    independent contraotor ^
    - f g . -^VUa
    NEVADA WOMEN'S HISTORY PROJECT
    Introduction: The following changes in the By-Laws basically
    accomplish four things:
    1. gives more flexibility to the State Board in choosing its
    officers and_scheduling the state Women's History Conference;
    2. requires the State Board to create a state bank account
    independent of regional accounts and to appoint an internal audit
    review committee to review financial records of the state treasurer
    .
    3. adds the Standing Committee Chairs to the Steering
    Committee in each Region for purposes of their quarterly meetings
    ;
    4. moves the adoption of budgets from the Annual Business
    Meetings in each Region to the Regional Steering Committees and
    the State Board;
    5. changes the beginning of the fiscal year to January 1,
    but retains July 1 as the beginning of terms of office and the
    program year;-
    By-Law Changes Recommended for Approval at
    Annual Business Meetings. North and South. June. 1QQ7
    (Brackets [] = deleted language. Underline = new language.)
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    5. [The position of State Chair shall alternate yearly
    between the north and south regional Chairs, the other acting as
    the Vice-Chair.] ^
    5. The positions of State Chair. State Vice-ch?.i-r and State
    Treasurer shall be a member of the State Board and be determineH
    by action of the State Board of Directors. •
    Explanation: to allow flexibility in determining the
    State Chair and other officers on a year to year basis
    Section B.
    5. Approve and annual state budget and adjust, as necessarv.
    based on—review of guarterlv financial reports of the State
    Treasurer. ^
    6. [Approve the acceptance of funds and statewide expenditui^
    es. ] The State Treasurer shall place state funds in a bank
    account independent of regional accounts.
    Explanation: this makes it very clear what monies are to be
    used for statewide expenditures.
    7. [Plan and conduct a biennial] Determine the scheduling of
    s—statewide conference on Nevada Women's History, alternatina
    between the regions. ^
    ——TVppoint—an—internal audit committee to review financial
    records of the State Treasurer and present a written report for
    ^^c:h regional annual business meeting.
    Explanation: this is good business practice.
    The State Board may:
    [2. Contract for a loan or issue any evidence of indebtedness,
    on behalf of the organization, only by a resolution of the
    {
    Board and confined top specific instances. No loan shall be made
    to any officer or member of the Board of Directors.]
    Explanation: We don't feel this is an appropriate option.
    Section C. Procedures
    2. The State Board of Directors shall meet at least twice a
    year in person, by conference call, or video conference.
    Explanation: allows for special meetings, when needed.
    4. For the transaction of business, [a majority of the
    statewide board shall constitute a quorum] the State Board shall
    have a quorum of four (4). provided the Chair or Vice-Chair is
    present.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: [Fifteen (15)] Twentv-one (21) members
    ^—L6J—chairs of the standing comTniM-p>pg as ouM-inf=H in
    Article VI.
    Explanation: Chairs of 6 standing committees will be
    added to the Steering Committee, now composed of 4
    officers, 4 members at large, and 6 representatives of
    organizational members. This will result in closer
    communication between those responsible for NWHP planning
    and project implementation.
    Section C. Powers and Duties.
    3. Appoint Standing Committee chairs to one (1) year terms
    [compatible with the fiscal year] beginning in Julv of each vear
    f^^pl3.nation: fiscal year is being changed to calendar
    year, but we prefer officers to change in July.
    7. [Recommend] Adopt an annual budget for the region, [to be
    adopted at the Annual Business Meeting] taking into account
    member suggestions and priorities, and submit to the State Board.
    —l^ter than October—15j a report of regional activity and
    request for state funds for the fiscal vear beginning January 1.
    f'Xpls.nation: members will discuss budget at Annual
    Business Meeting but final adoption will be in Fall by
    Steering Committee.
    Section D. 2. [Eight (8)] Eleven (11) members present, to include
    either the Chair or Vice-Chair, shall constitute a quorum.
    Bxplanation: guorum number is increased to require a
    majority to be present to take action
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section C. Meetings
    1. The Executive Committee shall meet monthly, exceot when
    It meets on a quarterly basis as oart of the Steering Committee
    Explanation: compatible with Article V above; otherwise,
    the Executive Committee would need to meet twice
    in one month.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    for presentation to the Steering Committee for approval [by the
    membership at the Annual Business Meeting].
    Explanation: compatible with change in Article V, C7.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In [the last quarter of each fiscal] June of parh
    year, there shall be an Annual Business Meeting for the purpose
    1. Electing officers, whose terms begin on Julv 1:
    2. [Adopting a budget] Hearing reports of various NWHP
    activities;
    3. Receiving a report of the organization's fiscal affairs
    SJld discussiriQ related budget: itiems :
    4- Recommending program priorities for th^ coming and
    related budget items
    5. Taking action on such matters as may be before the group.
    Explanation: clarifying terms of office and items to be
    discussed; removing membership approval of budget.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    2. Serve as Chair of the State Board of Directors in alternate
    years [. ] —unless the State Board determines otherwise
    Explanation: allows flexibility.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be [July 1 to June 30]
    Januarv 1 to December 31 .
    Explanation: Fiscal year coinciding with calendar year
    is easier for members to remember, fits better with
    accounting software programs.
    All proposed changes, if adopted, will become effective immediately
    for planning purposes but no later than July 1, 1997.
    7
    NEVADA WOMEN'S HISTORY PROJECT
    Proposed By-law changes recommended for approval at the Annual meetings. South. June« 1997.
    C3
    (Brackets () = deleted language. Underline and italics = New lan^uaee.
    The word (steering) has been eliminated in the By-laws document as noted in the
    proposed deletion of Article VI.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    ^ o f
    74
    zo%
    1.Individual (voting): Any woman or man willing to support the mission, purposes, and
    policies of the NWHP.
    2. Active Organization (voting through designated representative): A group which has its own
    organization and supports the mission, purpose, and policies of NWHP.
    3. Associate (non-voting) : A Tax-supported agency or institution whose purpose is
    compatible with NWHP.
    Section B. (Dues are established and set by the regional steering committee. When there is more ^ ^
    that one regional group, dues are established by the State Board of Directors.)
    Section B. The amount of dues are recommended by the State Board of Directors andiratifiedbv the
    members at the Annual Regional Meetin2s.
    ADD NEW SECTION C & D( Present section C, will become Section E and Section D will become F)
    Section C.Each Region shall present to its members, annually, a sin2le bill which will include dues
    for the Resion ($15.00) and State Board ($10,00).
    Section D. Each Region shall vav to the State Board Treasurer, on or before February I of each
    year, dues upon a per capita basis of $10.00 per eap4ta.
    Section E. NWHP encourages corporate sponsors who make annual contributions or provide in-kind
    services.
    Section F. No person shall hold any office or serve on any board or Qovc\m\\XQQ{steering^) unless s/he,
    or the organization s/he represents, is a paid up member in good standing.
    Rationale: Members should have a voice when dues are raised. Defines who will collect the dues
    and how much of the dues will be distributed between the Regions and the State Board.
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The board shall be composed of:
    1. The regional chairs (North and South)
    2. The regional Treasurers (North and South)
    3. Two at-large members, on each, chosen by their regional Chairs and Treasurers. North and
    South.
    4. The seventh member, a Secretary, shall be chosen by the statewide Chair.
    P«p?ret. By-
    (5. The position of State Chair shall alternate yearly between the North and South regional
    Chairs, the other acting as the Vice-Chair.)
    5. The positions of State Chair, State Vice-chair and State Treasurer shall be a member
    of the State Board and be determined by action of the State Board of Directors.
    Rationale: The most suitable person for leadership might not always come from a designated
    region. The North or South Treasurer might not want the additional bookkeeping duties of State
    Treasure. Opens leadership to others not already serving in a leadership capacity.
    6. The Chair may also appoint a non-voting Recording Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall:
    1. Develop statewide policies to be implemented by the State Board and /or regions regarding
    elections, contracts, and other pertinent matters.
    2.Delegate authority and define accountability for the development and implementation of
    policies at the regional level as needed.
    3. Govern the statewide affairs of NWHP including the designation of one address to be
    the state office within the boundaries of Nevada.
    4. Establish statewide committees as needed and determine their charge, size, and composition.
    5. Approve the annual state budget.
    (6. Approve the acceptance of funds and the statewide expenditures^ddition will be
    inserted here) All checks, drafts, or other orders for the payment of money, notes, or others^
    evidences of indebtedness issued in the name of the organization shall be signed by such
    officer or officers, agent or agents of the organization and in such manner as shall from time to
    time be determined by resolutiom)_
    6 Add: remove periodtjnto and from a bank account independent of regional accounts.
    Rationale: The state board needs its own account for funds designated for state office expenses,
    projects, conferences, newsletters, mailers, and Etc.
    7. Plan and conduct a biennial conference on Nevada Women's History.
    8. Indemnify the Nevada Women's Fund Board of Directors for liability resulting from
    any actions of NWHP.
    y4dc/ 9. Appoint internal audit committee to review financial records of the state treasurer
    I ,/^ -V each regional treasurer and present one written report for each regional annual meeting.
    \ ^ Rationale: It is in the interest of all for a review of financial records be done on a regular basis.
    )C Board may:
    1. Hire, direct the activites of, and evaluate the performance of an executive director, and
    authorize the hiring of additional staff.
    6 5.
    g
    (2. Contract for a loan or issue any evidence of indebtedness, on behalf of the organization,
    only by a«:esolution of th^jBoard and ^nfined to specific instances'^ No loan shall be made
    to any officer or member of the Board of Directors.
    2. Contract for a loan or issue any evidence of indebtedness, on behalf of the organization,
    only by ckrecommendation of the State Board of Directors andfatifiedbv members at the
    Regional Annual meetings.^ No Loan shall be made to any officer or member of the Board of
    Directors.
    Rationale: If the organization needs funds and is unable to secure needed funds in the customary
    traditional ways of most organizations then is the organization a viable entity! The question of
    loans should never be brought up and if in the last resort it would be, then by all means should
    be ratified by members as a whole!
    3. Authorize the organization to pay, or cause to be paid by insurance or otherwise, any
    judgment or fine rendered or levied against a present or former Board Member, officer,
    employee, or agent of the organization in an action, brought against such person to impose
    a liability or penalty for an act or omission alleged to have been committed by such person
    while a Board Member, officer, employee or agent of the organization provided that the Board
    of Directors shall determine in good faith that such person acted in food faith and without
    willful misconduct or gross negligence for a purpose which s/he reasonable believed to be in the
    best interests of the organization. Payments authorized hereunder include amounts paid and
    expenses incurred (including attorney's fees) in satisfaction of any liability or penalty or in
    settling any action or threatened action, but in no event, shall this provision permit payment
    of any amount,payment of which would give rise to any liability for taxes or penalties.
    4. Transact such other business as is necessary and appropriate to this body, including
    coordinating statewide project§^
    4.remoye period and add.md approyins grants which need to be submitted to the Neyada
    Women's Fund for review. rMddUA
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meet twice a year in person, by conference call; or video
    conference.
    3. The State Board shall receive reports from regional finance committees, initiate, where
    feasible, statewide fund raising projects, and develop long range fund raising plans.
    (4.For the transaction of business, a majority of statewide board shall constitute a quorum,
    provided the chair or Vice-Chair is present.)
    4. For the transaction of business, the Board shall have a quorum of 4, with the Chair or
    Vice-Chair present.
    Rationale: Cleans up the language and gives a specific number to a quorum.
    ARTICLE V. REGIONALf^/eerme is deleted and executiye inserted) EXECUTIVE COMMITTEE
    (Section A. Composition: Fifteen (15) members)
    Section A. Composition: Twenty-one (21) members (addition of the standing committee chairs)
    1. remains the same
    2.remains the same
    3. remains the same
    Add- ^Six (6) /Standing Committee chairs representing the committees of Membership,
    Publicity/Speakers' Bureau, Pro2ram planning, Proiect review and coordination.
    Newsletter and Finance.
    3
    Section B. Term Limitations:
    The only change in this section would be the deletion of the word Steering wherever stated and
    insert Executive.
    Section C. Powers and Duties
    (The Steering committee shall:)
    The Executive Committee shall:
    1. remains the same
    2 remains the same
    3 remains the same
    4.Recommend statewide projects to the State Board of Directors.
    4. Change to read- Approve regional projects and their coordinators based on recommendations
    of the Project Review Committee. Recommend projects suitable for statewide to the State Board of
    Directors.
    5Remove the word steering where appropriate)
    6.Recommend an annual budget for the region to be adopted at the Annual Business Meeting.
    Oradd-Apyrove expenses based on the adopted budget.
    The (delete word- steering and add Executive)Executive Committee may:
    1. remains the same
    2. remains the same
    3. delete word-steering and add executive where appropriate
    Section D. Meetings
    1 .The steering Committee will meet quarterly.
    X.The Executive Committee will meet monthly.
    (2.Eight (8) members present, to include either the Chair or the Vice-Chair shall constitute a
    quorum.)
    2. Eleven members present, to include either the Chair or the Vice-Chair, shall constitute a
    quorum.
    3. Each member is entitled to one (1) vote.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    (THIS ARTICLE HAS BEEN DELETED )
    All powers and duties covered in Article V.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    (Will chan2e to Article VI)
    Delete word- Steering- where appropriate and add- Executive
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    (Will change to Article VII)
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETINGS
    (Will chan2e to Article VIII)
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    (Will change to Article IX)
    Section A. The Chair shall:
    (1. Serve as the presiding officer of the steering committee and the executive committee and
    oversee the planning and administration of NWHP.)
    1. Serve as the presiding officer of the Executive committee and oversee the planning and
    administration of NWHP.
    2. Serve as Chair of the State Board of Directors in alternate years.
    2.Delete- covered under Article IV, Section A, #5.
    3. Set the agendas for the meeting over which she presides.
    4. Appoint chairs of standing committees, with the approval of the approval of the majority of
    the Executive committee, and appoint special committees as necessary.
    4. Appoint chairs of the standing: committees and appoint other special committees as necessary.
    5. remains the same
    6. Delete the word steering and insert Executive where appropriate
    Section B. The Vice-Chair shall:
    Section C. the Treasurer shall:
    (all wording in sections B and C remains the same with the exception of deleting the word
    steering and inserting Executive where appropriate)
    Section D. Remains the same.
    ARTICLE XI. FISCAL YEAR
    (Article XI is changed to Article X)
    Section A. The fiscal year of NWHP shall be July 1 to June 30>
    Section A. the fiscal year of NWHP shall be January 1 to December 31.'
    Rationale: Fiscal year coinciding with calendar year is easier for members to remember, works
    better with accounting software programs. This will change the schedule of the Annual Meetings.
    All succeedin2 Articles numbers will c/tanse appropriately.
    NEVADA WOMEN'S HISTORY PROJECT
    Introduction: The following changes in the By-Laws basically .
    accomplish four things: ^
    1. changes the beginning of the fiscal year to January 1,
    u.etains July 1 as the beginning of terms of office and the
    program year;
    2. adds the Standing Committee Chairs to the Steering ^
    Committe e i n e a c h R e g i o n f o r p u r p o s e s o f t h e i r q u a r t e r l y m e e t - ^ J y
    ings; _
    3 . moves the adoption of budgets from the Annual Business
    Meetings in each Region to the Regional Steering Committees and /(hi*
    the State Board;
    4. gives more flexibility to the State Board in choosing its
    officers and scheduling the state Women's History Conference;
    By-Law Changes Recommended for Approval at
    Annual Business Meetings. North and South. June, 1997
    (Brackets [] = deleted language. Underline = new language.)
    I A ^ ARTICLE IV. STATE BOARD OF DIRECTORS ^ ] vV \V
    Section A. Composition ^-v \ ^
    5. The position of State Chair(shadl alternate yearJLy^ ^
    between the north and south regional CHaTrs, the"otlaeF^acting as
    the Vice-Chair, unless the Board determines otherwise.
    Explanation: to allow flexibility in determining the
    ^ State Chair on a year to year basis.
    yr 7. [Plan and conduct a biennial] Determine the scheduling of
    a statewide conference on Nevada Women's History, alternating
    between the regions.
    Section C. Procedures
    2. The State Board of Directors shall meet at least twice a
    year in person, by conference call, or video conference.
    Explanation: allows for special meetings, when needed.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: [Fifteen (15)] Twentv-one (21) members
    ^ Six (6) chairs of the standing committees as outlined in
    Article VI.
    Explanation: Chairs of 6 standing committees will be
    added to the Steering Committee, now composed of 4
    y officers, 4 members at large, and 6 representatives of
    organizational members. This will result in closer
    communication between those responsible for NWHP planning
    and project implementation.
    Section C. Powers and Duties.
    3. Appoint Standing Committee chairs to one (1) year terms
    [compatible with the fiscal year] beginning in Julv of each vear
    Explanation: fiscal year is being changed to calendar
    year, but we prefer officers to change in July.
    7. [Recommend] Adopt an annual budget for the region [to be
    adopted at the Annual Business Meeting] no later than December of
    each year to become effective on January 1 of the following year.
    Explanation: members will discuss budget at Annual
    Business Meeting but final adoption will be in Fall by
    Steering Committee.
    Section D. 2. [Eight (8)] Eleven (11) members present, to include
    either the Chair or Vice-Chair, shall constitute a quorum.
    Explanation: quorum number is increased to require a
    majority to be present to take action
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section C. Meetings
    1. The Executive Committee shall meet monthly, except when
    it meets on a quarterly basis as part of the Steering Committee.
    Explanation: compatible with Article V above; otherwise,
    the Executive Committee would need to meet twice
    in one month.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    for presentation to the Steering Committee for approval [by the
    membership at the Annual Business Meeting].
    Explanation: compatible with change in Article V, C7.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In [the last quarter of each fiscal] June of each
    year, there shall be an Annual Business Meeting for the purpose
    of:
    1. Electing officers, whose terms begin on Julv 1;
    2. [Adopting a budget] Hearing reports of various NWHP
    activities;
    3. Receiving a report of the organization's fiscal affairs
    and discussing related budget items;
    4. Recommending program priorities for the coming year and
    related budget items;
    5. Taking action on such matters as may be before the group.
    Explanation: clarifying terms of office and items to be
    discussed; removing membership approval of budget.
    l^TICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    2. Serve as Chair of the State Board of Directors in alternate
    years [.] , unless the State Board determines otherwise.
    Explanation: allows flexibility.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be [July 1 to June 30]
    January 1 to December 31.
    Explanation: Fiscal year coinciding with calendar year
    is easier for members to remember, fits better with
    accounting software programs.
    All proposed changes, if adopted, will become effective immediately
    for planning purposes but no later than July 1, 1997.
    BYLAWS OF THE
    NEVADA WOMEN'S HISTORY PROJECT
    RATIFIED ON: January 27, 1996
    AMENDED ON: December 5, 1996
    FURTHER AMENDED ON:
    ARTICLE I; NAME AND DESCRIPTION OF REGIONS
    Section A. Name
    The name of this organization shall be the Nevada Women's
    History Project (NWHP). The NWHP is a non-profit organization
    operating as a delegate agency under an agreement with the Nevada
    Women's Fund.
    Section B. Regions
    NWHP is a statewide organization divided into the following
    regions: The Northern Region shall consist of Carson City, and
    the counties of Churchill, Douglas, Elko, Eureka, Humboldt,
    Lander, Lyon, Mineral, Pershing, Storey, Washoe, and White Pine.
    The Southern Region shall consist of the counties of Clark,
    Esmeralda, Lincoln, and Nye.
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Section A. Mission
    To provide visibility and support for the gathering and
    dissemination of history about the roles and contributions of
    Nevada women of every race, class, and ethnic background.
    Section B. Purposes
    The work of the NWHP will emphasize, but not be limited to,
    the following areas of focus:
    1. Collecting papers, records, photos, and other archival
    materials about Nevada women for placement in repositories
    across the State.
    2. Serving as a clearinghouse for information about
    research, resources, activities, and other matters concordant
    with our mission.
    3. Encouraging the gathering of artifacts for exhibits in
    museums and galleries and for use in publications and
    programming.
    4. Educating through conferences, seminars, lectures, and
    workshops.
    5. Producing printed materials, video documentaries, and
    other electronic media programming.
    6. Developing instructional materials for K-16.
    7. Encouraging the collection and preservation of oral
    histories in the form of sound recordings, manuscripts, and
    video/films.
    Section C. Policies
    1. All officers, steering committee, and executive committee
    members serve without compensation in those capacities.
    2. The Nevada Women's History Project will not engage in any
    partisan political activity.
    3. No part of NWHP's net earnings will inure to the benefit
    of any private individual. The election or appointment of any
    officer shall not of itself create any contract rights.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    1. Individual (voting): Any women or man willing to support
    the mission, purposes, and policies of the NWHP.
    2. Active organization (voting through designated
    representative): A group which has its own organization and
    supports the mission, purposes, and policies of NWHP.
    3. Associate (non-voting): A tax-supported agency or
    institution whose purpose is compatible with NWHP.
    Section B. Dues are established and set by the Regional Steering
    Committee. When there is more than one regional group, dues are
    established by the State Board of Directors.
    Section C. NWHP encourages corporate sponsors who make annual
    contributions or provide in-kind services.
    Section D. No person shall hold any office or serve on any board,
    standing or steering committee unless s/he, or the organization
    s/he represents, is a paid-up member in good standing.
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The Board shall be composed of:
    1. The regional Chairs (north and south).
    2. The regional Treasurers (north and south).
    3. Two at-large members, one each, chosen by their regional
    Chairs and Treasurers, (north and south).
    4. The seventh member, a Secretary, shall be chosen by the
    State Chair.
    5. the position of State Chair shall alternate yearly
    between the north and south regional Chairs, the other acting as
    the Vice-Chair.
    6. The Chair may also appoint a non-voting Recording
    Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall:
    1. Develop statewide policies to be implemented by the State
    Board and/or other regions regarding elections, contracts, and
    other pertinent matters.
    2. Delegate authority and define accountability for the
    development and implementation of policies at the regional level
    as needed.
    3. Govern the statewide affairs of NWHP including the
    designation of one address to be the the state office within the
    boundaries of Nevada.
    4. Establish statewide committees as needed and determine
    their charge, size, and composition.
    5. Approve the annual state budget.
    6. Approve the acceptance of funds and the statewide expenditures
    . All checks, drafts, or other orders for payment of
    money, notes, or other evidences of indebtedness issued in the
    name of the organization shall be signed by such officer or
    officers, agent or agents of the organization and in such manner
    as shall from time to time be determined by a resolution.
    7. Plan and conduct a biennial conference on Nevada Women's
    History.
    8. Indemnify the Nevada Women's Fund Board of Directors for
    the liability resulting from any actions of NWHP.
    The State Board may:
    1. Hire, direct the activities of, and evaluate the
    performance of an executive director, and authorize the hiring of
    additional paid staff.
    2. Contract for a loan or issue any evidence of indebtedness,
    on behalf of the organization, only by a resolution of the
    Board and confined to specific instances. No loan shall be made
    to any officer or member of the Board of Directors.
    3 . Authorize the organization to p3.y, or cause to be paid by
    insurance or otherwise, any judgement or fine rendered or levied
    a present or former board member, officer, employee, or
    agent of the organization in an action, brought against such
    person to impose a liability or penalty for an act or omission
    alleged to have been committed by such person while a board
    member, officer, employee or agent of the organization, provided
    that the Boaird of Directors shall determine that such person
    acted in good faith and without wilful misconduct or gross negligence
    _ for a purpose which s/he reasonably believed to be in the
    best interests of the organization. Payments authorized hereunder
    include amounts paid and expenses incurred (including attorneys'-
    fees) in satisfaction of any liability or penalty or in settling
    any action or threatened action, but in no event shall this
    provision permit payment of any amount, payment of which would
    give rise to any liability for taxes or penalties.
    4. Transact such other business as is necessary and appropriate
    to this body, including coordinating statewide projects.
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meet twice a year in
    person, by conference call, or video conference.
    3• The State Board shall receive reports from regional
    finance committees, initiate, where feasible, statewide fund
    raising projects, and develop long range fund raising plans.
    4. For the transaction of business, a majority of the State
    Board shall constitute a quorum, provided the Chair or Vice-Chair
    IS present.
    5. Except as otherwise specifically provided by these
    Bylaws, the vote of a majority of the quorum present at the
    meeting shall constitute the official action of the State Board.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition; Fifteen (15) members
    The Regional Steering Committee shall be composed of;
    1. Four (4) officers (Chair, Vice-Chair, Secretary, Treasurer)
    , elected at the Annual Business Meeting to two (2) year
    staggered terms. (At the first election, the Chair and Secretary
    will be elected to one and one-half (1 1/2) year terms and the
    Vice-Chair and Treasurer to one-half (1/2)year terms).
    2. Four (4) members-at-large, chosen at the Annual Business
    Meeting for two (2) year staggered terms. (At the first election,
    two (2) positions shall be designated for one and one-half (1
    1/2) year terms and two (2) for one-half (1/2) year terms.)
    3. Six (6) organizational representatives appointed by their
    organizations. (At the first election the first six (6) organizations
    joining NWHP shall have their representatives serve on the
    Steering Committee. Three (3) positions shall be designated for
    one and one-half (1 1/2) year terms and three (3) for one-half
    (1/2) year terms.)
    4. One (1) representative designated by the Nevada Women's
    Fund shall serve as a voting member of the Regional Steering
    Committee as long as the NWHP is a delegate agency of that
    organization.
    Section B. Term Limitations (become effective July 1, 1996)
    1. Members may serve a maximum of two (2) years in any one
    (1) position within a six (6) consecutive year maximum of service
    on the board in various positions. After one (1) year's absence,
    a person may again be elected or appointed to serve on the
    Regional Steering Committee.
    2. Organizational representatives serve two (2) year terms.
    Then, six (6) other organizations in the order of their joining
    NWHP may rotate onto the Steering Committee. Organizational
    representatives may also serve in other positions on the Steering
    Committee as individuals, but not concurrently and for no
    more than a total of six (6) consecutive years.
    3. Any member of the Steering Committee may be removed after
    three (3) unexcused absences, or for just cause by action of the
    Steering Committee.
    4. A Steering Committee member may be removed from the
    committee before the end of his/her term by a two-third (2/3)
    majority vote of the Steering Committee.
    Section C. Powers and Duties
    The Steering Committee shall:
    1. Manage the affairs of the regional group.
    2. Set overall policy compatible with these Bylaws and
    state policy.
    3. Appoint Standing Committee chairs to one (1) year terms
    with the option of reappointing to another one (1) year term.
    4. Recommend statewide projects to the State Board of
    Directors.
    5. Appoint individuals to fill vacancies on the Steering
    Committee including that of an officer until the next election.
    6. Ratify appointments recommended by the Executive Committee
    to fill vacancies of Standing Committee Chairs.
    7. Recommend an annual budget for the region to be adopted
    at the Annual Business Meeting.
    The Steering Committee may:
    1. Hire, direct the activities of, and evaluate the performance
    of staff.
    2. Contract for services.
    3. Call special meetings of the Steering Committee.
    Section D. Meetings
    1. The Steering committee will meet quarterly.
    2. Eight (8) members present, to include either the Chair or
    Vice-chair, shall constitute a quorum.
    3. Each member is entitled to one (1) vote.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section A. Composition (ten (10) members)
    The Executive Committee shall be composed of:
    1. Four (4) officers from the Steering Committee.
    2. Six (6) Standing Committee chairs representing the
    committees on Membership, Publicity/Speakers' Bureau, Program
    Planning, Project Review and Coordination, Newsletter, and
    Finance.
    Section B. Powers and Duties.
    1. Handle the day-to-day operations of the group compatible
    with policies and plans set by the Steering Committee and State
    Board.
    2. Submit appointments to fill vacancies of Standing Committee
    Chairs to Steering Committee for ratification
    3. Fill vacancies until next election for Standing Committee
    chairs; these appointments will be ratified by the Steering
    Committee at its next meeting.
    4. Call special meetings of the Executive Committee.
    5. Approve grant applications and submit to the Nevada
    Women's Fund for review in a timely manner before submission to a
    granting agency.
    6. Approve regional projects and their directors based on
    recommendations of the Project Review Committee.
    7. Approve expenditures based on the adopted annual budget.
    8. Approve operating policies of the Standing Committees.
    Section C. Meetings
    1. The Executive Committee shall meet monthly.
    2. A quorum of six (6) members, to include either the Chair
    or the Vice-Chair, is necessary to conduct business.
    3. Each member is entitled to one (1) vote.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    for presentation to the Steering Committee for approval by the
    membership at the Annual Business Meeting.
    Section B. The Finance Committee shall explore fund raising
    opportunities and act as a resource for project grant writing.
    Section C. The Treasurer shall be a member of this committee.
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    Section A. A Nominating Committee shall consist of three (3)
    members appointed by the Steering Committee no later than October
    1st of each year.
    Section B. Responsibilities.
    _1. The Nominating Committee shall present to the Executive
    Committee a slate of candidates for offices, which allows for
    staggered terms in the following manner: each year two (2)
    officers and two (2) members-at-large to be nominated for two (2)
    year terms with election at the Annual Business Meeting.
    2. Additional nominations may be made from the floor at the
    Annual Business Meeting.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In the last quarter of each fiscal year, there shall
    be an Annual Business Meeting for the purpose of:
    1. Electing officers;
    2. Adopting a budget;
    3. Hearing reports of various NWHP activities;
    4. Taking action on such matters as may be brought before
    the group.
    Section B. A quorum shall be twenty (20) % of the members of the
    region. For purposes of determining a quorum and voting, each
    individual member is counted as one (1) and each designated
    representative of an active organizational member is counted as
    two (2).
    Section C. Notice of an Annual Business Meeting shall go to
    members at least ten (10) working days in advance of the meeting.
    Section D. The Nominating Committee shall serve as the Election
    Committee at the Annual Business Meeting.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall;
    1. Serve as the presiding officer of the Steering Committee
    and the Executive Committee and oversee the planning and administration
    of NWHP.
    0
    2. Serve as Chair of the State Board of Directors in alternate
    years.
    3. Set the agendas for the meetings over which she presides.
    4. Appoint chairs of Standing Committees to fill vacancies,
    with the approval of the majority of the Executive Committee, and
    appoint special committees as necessary.
    5. Serve as an ex-officio member of all committees except
    the Nominating Committee.
    6. Exercise and perform such other powers and duties as may
    be prescribed by the Steering Committee from time to time.
    Section B. The Vice-Chair shall:
    1. Serve as Chair in the absence of the Chair or the Chair's
    inability to act.
    2. Assist the Chair to carry out the duties of the office of
    the Chair.
    3. Have such other powers and perform such other duties as
    may be prescribed from time to time by the Steering Committee or
    by the Chair.
    Section C. The Treasurer shall:
    1. Act as the chief financial officer.
    2. Keep and maintain or cause to be kept and maintained
    adequate and correct accounts of the properties and business
    transactions of the organization, including accounts of its
    assets, liabilities, receipts, disbursements, gains, and losses.
    3. Present financial reports to the Executive Committee and
    Steering Committee at each of their meetings.
    4. Ensure that all funds and securities of the organization
    are deposited in banks, trust companies, or other depositories
    approved by the Executive Committee.
    5. Ensure that funds are properly disbursed.
    6. Have such other powers and perform such other duties as
    may be prescribed by the Steering Committee from time to time.
    The books of the account shall at all times be open to inspection
    by any officer or member of the Executive or Steering Committee.
    Section D. The Secretary shall:
    1. Oversee/prepare and maintain official records.
    1. Keep or cause to be kept full minutes of all Steering
    Committee and Executive Committee meetings.
    3. Give or cause to be given notice of any special or
    regular meetings.
    4. Ensure that a master file is maintained for the organization.
    5. Have such powers and perform such other duties as may be
    prescribed by the Steering Committee from time to time.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be July 1 to June 30.
    ARTICLE XII. PARLIAMENTARY AUTHORITY
    Section A. The rules contained in the current edition of Robert's
    Rules of Order-Newly Revised shall govern in all cases to which
    they are applicable as long as they are not inconsistent with
    these Bylaws and any special policies and procedures adopted by
    the State Board of Directors.
    ARTICLE XIII. AMENDMENTS
    Section A. These Bylaws may be amended or repealed, or new Bylaws
    may be adopted by a simple majority of those voting in one of the
    following options as determined by the State Board: (1) the
    Annual Business Meeting of each region, (2) a special meeting
    called for that purpose in each region, (3) a business meeting
    held in conjunction with the state Biennial Conference, or (4) an
    election by mail, conducted by the State Board mailing the
    proposed changes with a printed ballot and voting instructions to
    the total membership.
    Section B. If proposed changes, substitutions, deletions, or
    additions will be acted upon through options (1), (2), or (3)
    listed above, they must be submitted in writing to each member at
    least ten (10) working days prior to the date of the Meeting.
    ARTICLE XIV. DISSOLUTION
    Section A. Upon dissolution or other termination of the organization,
    any assets remaining after all debts of the organization
    have been paid shall be disposed of as determined by the State
    Board of Directors.
    ARTICLE XV. PURPOSE OF THE BYLAWS
    Section A. These Bylaws are adopted for the sole purpose of
    facilitating the discharge, in an orderly manner, of the purpose
    of the organization. These Bylaws shall never be construed in any
    such way as to impair the efficient operation of the organization.
    IF YOU AGREE WITH THE CHANGES DESCRIBED BELOW, YOU DO NOT NEED TO
    TAKE FURTHER ACTION. PLEASE PLACE THIS WITH YOUR COPY OF THE BYLAWS
    DISTRIBUTED EARLIER AND ADOPTED IN JANUARY, 1996. IF YOU
    DISAGREE, CHECK THIS SPACE , AND MAIL BACK, NO LATER THAN
    NOVEMBER 16, 1996, TO NWHP, 1301 VALLEY RD. #5, RENO, NV 89512.
    NEVADA WOMEN'S HISTORY PROJECT
    By-Law Changes Recommended for Approval on;
    J\me 3, 1996: Reno (Northern Region)
    Jxme 8, 1996: Las Vegas (Southern Region)
    Brackets [] means language is deleted. Bold means new language is
    proposed.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: [Fourteen (14)] Fifteen (15) members
    4. One (1) representative designated by the Nevada Women's
    Fund shall serve as a voting member of the Regional Steering
    Committee so long as the NWHP is a delegate agency of that
    organization.
    Section C. Powers and Duties.
    The Steering Committee shall:
    6. Ratify appointments recommended by the Executive Committee
    to fill vacancies of Stamding Committee Chairs.
    (Change the old "6" to 7)
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section B. Powers and Duties.
    Add as #2: Submit appointments to fill vacamcies of Standing
    Committee Chairs to Steering Committee for ratification.
    Renumber the next five items #3 through #7.
    Add as #8: Approve operating policies of Stamding Committees.
    ARTICLE XIII. AMENDMENTS
    Section A. These Bylaws may be amended or repealed, or new
    Bylaws may be adopted by a simple majority of those [present at
    the Annual Business Meeting or a special meeting called for that
    purpose;] voting in one of the following options as determined by
    the State Board: (1) the Annual Business Meeting of each region,
    (2) a special meeting called for that purpose in each region, (3)
    a business meeting held in conjunction with the State Biennial
    Conference, or (4) an election by mail, conducted by the State
    Board mailing the proposed chauiges with a printed ballot and
    voting instructions to the total membership.
    Section B. [Provided any] If proposed changes, substitutions,
    deletions, or additions, [are] will be acted upon through
    options (1), (2), or (3) listed above, they must be submitted in
    writing to each member at least ten (10) working days prior to
    the date of the meeting.
    Additional change recommended:
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section B. A quoium shall be [thirty percent (30%)] twenty
    percent (20%) of the members of the region.
    October 1, 1996
    To: NWHP Members
    From: Jean Ford, State Chair
    The By-Law Changes identified on the reverse side were approved
    unanimously by those present at the Annual Business Meetings of
    the Northern and Southern Regions in June, 1996. However, according
    to the original By-Laws, there was not a quorum at either
    meeting.
    Your State Board recommends that these By-Law changes be adopted
    by the membership through the use of this mail ballot. We also
    recommend an additional change to reduce the required quorum for
    regional annual business meetings from 30% to 20% of the members
    of that region. This is needed because our members are distributed
    throughout the State, making it difficult for large numbers to
    attend the annual business meetings.
    If you agree, you do not need to take further action. If you
    disagree, please check the appropriate space on the enclosed
    ballot and mail it to NWHP, 1301 Valley Rd., Reno, NV 89512, no
    later than November 16, 1996. The results will be announced in
    the Winter newsletter.
    If you have questions, please call Jean Ford in Reno at 322-7754
    or Iris Torfason in Las Vegas at 737-7644.
    1301 Valley Road #5 Reno, NV 89512
    (702) 322-7754
    A STATE-WIDE NONPROFIT ORGANIZATION PROVIDING VISIBILITY AND SUPPORT FOR
    THE GATHERING AND DISSEMINATION OF HISTORY ABOUT THE ROLES AND CONTRIBUTIONS
    OF NEVADA WOMEN OF EVERY RACE, CLASS AND ETHNIC BACKGROUND
    j-bJlu ' (Hu^ Cittt. ^ jic^ lL-ciZfjo^J ^^ ZIAA.
    %t^ amI ^ ^ ^ ^ v^ ) NEVADA WOMEN'S HISTORY PROJECT [ujxU^-At^ •
    By-Law Changes Recommended
    April, 1996
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Sec. A & B. Amend to allow Nevada Women's Fund, as long as
    NWHP is a delegate agency, to have a position as voting member of
    the Steering Committee and designate their representative to fill
    Chat position. ^ tia, i
    Sec. C. Amend to allow Steering Committee to ratify vacan- ^ J.'t^
    cies of Standing Committee Chairs as recommended by Executive L€hz<>h^zOU/-
    Committee.
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Sec. B2. Amend to send appointment to fill vacancy of
    Standing Committee Chair to Steering Committee for ratification.
    Add Sec. B7. Approve operating policies of standing committees
    .
    ARTICLE VIII. AMENDMENTS
    Amend to require by-changes to be approved by (1) a majority
    of those present at the Annual Business Meeting of each region.
    or a special meeting called for that purpose in each region or
    (2) by mailing the proposed changes with a printed ballot to the
    total membership and receiving a majority vote in favor of the
    change, from the total ballots returned by each region, by a
    designated date. ^ O ^ 6W /ZuU
    NOTE: These bylaws are recommended for adoption at a general
    membership meeting on Saturday, January 27, 1996 in Reno. After
    adoption, they may be used by members in the Northern Nevada
    region and Southern Nevada region to formally organize. Once two
    regions have organized, they may then create the State Board of
    Directors in accordance with these bylaws. Until there is a State
    Board of Directors, each Regional Steering Committee may adopt
    regional policies, compatible with these Bylaws, to govern their
    actIVi11€ s.
    BYIiA^^ OF THE
    NEVADA WOMEN (s^ HISTORY PROJECT is J- S
    RATIFIED ON VI 1 7/ (Q<^iL t/juh
    ARTICLE I: NAME AND DESCRIPTION OF REGIONS^. ^
    Section A. Name
    The name of this organization shall be the Nevada Women's Historv
    as°a^dLiaat^^ ' ^ non-profit organization operating
    F^d. agency under an agreement with the Nevada Women's
    Section B. Regions
    NWHP is a statewide organization divided into the following
    regions: The Northern Region shall consist of Carson City and
    °£.Churchill, Douglas, Elko, Eureka, HS.a£oidL
    Lander, Lyon, Mineral, Pershing, Storey, Washoe, and White Pine
    shall consist of the counties of Clark,
    EsiTiBralda, Lincoln, and Nyo.
    ARTICLE II: MISSION, PURPOSES, AND POLICIES OF THE ORGANIZATION
    Section A. Mission
    To provide visibility and support for the gathering and
    NeJfd?^"^^^°^ history about the roles and contributions of
    Nevada women of every race, class, and ethnic backgroJid?
    Section B. Purposes
    ?oli::ing1rL'l TLIi- be limited to, the
    wets, records, photos, and other archival
    n.aterrals about Nevada women for placement in
    repositories across the State.
    2. Serving as a clearinghouse for information about
    JcoonnJcSorrdaaAatn't' wwii?ht'h' 'o'u®r^ ' mission. other matters
    3. Encouraging the gathering of artifacts for exhibits in
    prlg^:L?n"g'.^^""'" - publica?Jo^^'Lr
    w o r k s h o p ? . c o n f e r e n c e s , s e m i n a r s , l e c t u r e s , a n d
    printed materials, video documentaries, and
    Other electronic media programming. '
    6. Developing instructional materials for K-16.
    7. Encouraging the collection and preservation of oral
    histories in the form of sound recordings, manuscripts,
    and video/films.
    Section C. Policies
    1. All officers, steering committee, and executive
    committee members serve without compensation in those
    capacities.
    2. The Nevada Women's History Project will not engage in
    any partisan political activity.
    3. No part of NWHP's net earnings will inure to the
    benefit of any private individual. The election or
    appointment of any officer shall not of itself create any
    contract rights.
    ARTICLE III. MEMBERSHIP AND DUES
    Section A. There are three classes of membership:
    1. Individual (voting): Any woman or man willing to
    support the mission, purposes, and policies of the NWHP.
    2. Active Organization (voting through designated
    representative): A group which has its own
    organization and supports the mission, purposes, and
    policies of NWHP.
    3. Associate (non-voting): A tax—supported agency or
    institution whose purpose is compatible with NWHP.
    Section B. Dues are established and set by the regional
    steering committee. When there is more than one regional
    group, dues are established by the State Board of
    Directors.
    Section C. NWHP encourages corporate sponsors who make
    annual contributions or provide in-kind services.
    Section D. No person shall hold any office or serve on any
    board, standing or steering committee unless s/he, or
    the organization s/he represents, is a paid-up member
    in good standing.
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    The Board shall be composed of:
    1. The regional Chairs (north and south).
    2. The regional Treasurers (north and south).
    3. Two at-large members, one each, chosen by their regional
    Chairs and Treasurers, (north and south).
    4. The seventh member, a Secretary, shall be chosen by
    the statewide Chair.
    2
    1
    5. The position of State Chair shall alternate yearly
    between the north and south regional Chairs, the
    other acting as the Vice-Chair.
    6. The Chair may also appoint a non-voting Recording
    Secretary.
    Section B. Powers and Duties.
    The State Board of Directors shall:
    1. Develop statewide policies to be implemented by the State
    Board and/or regions regarding elections, contracts,
    and other pertinent matters.
    2. Delegate authority and define accountability for the
    development and implementation of policies at the
    regional level as needed.
    3. Govern the statewide affairs of NWHP including
    the designation of one address to be the state
    office within the boundaries of Nevada.
    4. Establish statewide committees as needed and
    determine their charge, size, and composition.
    5. Approve the annual state budget.
    6. Approve the acceptance of funds and the statewide
    expenditures. All checks, drafts, or other orders for
    payment of money, notes, or other evidences of
    indebtedness issued in the name of the organization shall
    be signed by such officer or officers, agent or agents of
    the organization and in such manner as shall from time to
    time be determined by resolution.
    7. Plan and conduct a biennial conference on Nevada
    Women's History.
    8. Indemnify the Nevada Women's Fund Board of Directors for
    liability resulting from any actions of NWHP.
    The State Board may:
    Hire, direct the activities of, and evaluate the
    performance of an executive director, and authorize the
    hiring of additional paid staff.
    2. Contract for a loan or issue any evidence of
    indebtedness, on behalf of the organization, only by a
    resolution of the Board and confined to specific
    instances. No loan shall be made to any officer or member
    of the Board of Directors.
    3. Authorize the organization to pay, or cause to be paid by
    insurance or otherwise, any judgment or fine rendered or
    levied against a present or former Board Member, officer,
    employee, or agent of the organization in an action,
    brought against such person to impose a liability or
    for an act or omission alleged to have been
    committed by such person while a Board Member, officer,
    employee or agent of the organization provided that the
    Board of Directors shall determine in good faith that
    such person acted in good faith and without wilful
    misconduct or gross negligence for a purpose which s/he
    3
    reasonably believed to be in the best interests of the
    organization. Payments authorized hereunder include
    amounts paid and expenses incurred (including attorneys'
    fees) in satisfaction of any liability or penalty or in
    settling any action or threatened action, but in no
    event, shall this provision permit payment of any amount,
    payment of which would give rise to any liability for
    taxes or penalties.
    4. Transact such other business as is necessary and
    appropriate to this body, including coordinating
    statewide projects.
    Section C. Procedures
    1. A State Board Director's term shall be two years.
    2. The State Board of Directors shall meet twice a
    year in person, by conference call, or video
    conference.
    3. The State Board shall receive reports from regional
    finance committees, initiate, where feasible,
    statewide fund raising projects, and develop long
    range fund raising plans.
    For the transaction of business, a majority of
    the statewide board shall constitute a quorum,
    provided the Chair or Vice-Chair is present.
    5. Except as otherwise specifically provided by these
    bylaws, the vote of a majority of the quorum present
    at the meeting shall constitute the official action
    of the State Board.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: Fourteen (14) members
    The Steering Committee shall be comoosed of:
    1. Four (4) officers (Chair, Vice—chair. Secretary,
    Treasurer), elected at the Annual Business Meeting to two
    (2) year staggered terms. (At the first election,
    the Chair and Secretary will be elected to
    one and one-half (1 1/2) year terms and the Vice-chair
    and Treasurer to one-half (1/2) year terms).
    2. Four (4) members-at-large, chosen at the Annual Business
    Meeting for two (2) year staggered terms. (At the first
    election, two (2) positions shall be designated for one
    and one-half (1 1/2) year terms and two (2) for one-half
    (1/2) year terms.)
    3. Six (6) organizational representatives appointed by
    their organizations. (At the first election the first
    SIX (6) organizations joining NWHP shall have their
    representatives serve on the Steering Committee. Three
    shall be designated for one and one-half
    (1 1/2) year terms and three (3) for one-half (1/2)
    year terms.)
    Section B. Term Limitations:
    1. Members may serve a maximum of two (2) years in any one
    (1) position with a six (6) consecutive year maximum of
    service on the board in various positions. After one (1)
    year's absence, a person may again be elected or
    appointed to serve on the Regional Steering Committee.
    2. Organizational representatives serve two (2) year
    terms.^ Then, six (6) other organizations in the order
    of their joining NWHP may rotate onto the Steering
    Committee. Organizational representatives may also serve
    in other positions on the Steering Committee as
    individuals, but not concurrently and for no more than a
    total of six (6) consecutive years.
    3. Any member of the Steering Committee may be removed after
    three (3) unexcused absences, or for just cause by action
    of the Steering Committee.
    4. A Steering Committee member may be removed from
    the committee before the end of his/her term by a
    two-third (2/3) majority vote of the Steering Committee.
    Section C. Powers and Duties
    The Steering Committee shall:
    1. Manage the affairs of the regional group.
    2. Set overall policy compatible with these Bylaws and state
    policy.
    3. Appoint Standing Committee chairs to one (1) year terms
    compatible with the fiscal year, with the option of
    reappointing to another one (1) year term.
    4. Recommend statewide projects to the State Board of
    Directors.
    5. Appoint individuals to fill vacancies on the Steering
    Committee including that of an officer until the next
    election.
    6. Recommend an annual budget for the region to be adopted
    at the Annual Business Meeting.
    The Steering Committee may:
    1. Hire, direct the activities of, and evaluate the
    performance of staff.
    2. Contract for services.
    3. Call special meetings of the Steering Committee.
    Section D. Meetings
    1. The Steering Committee will meet quarterly.
    2. Eight (8) members present, to include either the Chair or
    Vice—Chair, shall constitute a quorum.
    3. Each member is entitled to one (1) vote.
    5
    /. / 'V
    f
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section A. Composition (ten (10) members)
    The Executive Committee shall be composed of;
    1. Four (4) officers from the Steering Committee.
    2. Six (6) Standing Committee chairs representing the
    committees on Membership, Publicity/Speakers' Bureau,
    Program Planning, Project Review and Coordination,
    Newsletter, and Finance.
    Section B. Powers and Duties.
    1. Handle the day-to-day operations of the group
    compatible with policies and plans set by the
    Steering Coimittee and State Board.
    2* Fill vacancies until next election for Standing
    Co^ittee _ chairs . 1>o <
    J. Call special meetings of the Executive Committee.
    4. Approve grant applications and submit to the
    Nevada Women's Fund for review in a timely manner
    before submission to a granting agency.
    5. Approve regional projects and their directors
    based on recommendations of the Project Review
    Committee.
    6. Approve expenditures based on the adopted annual
    budget. , ,
    Section C. Meetings
    1. The Executive Committee shall meet monthly.
    2. A quorum of six (6), to include either the Chair or the
    Vice-chair, is necessary to conduct business.
    • E3.cn inBinbcir is 0ntitlod to on© (1) vot©.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Committee will develop an annual budget
    ^ Steering Committee for approval by the
    membership at the Annual Business Meeting.
    Section B. The Finance Committee shall explore fund raising
    cpportunxtxes and act as a resource for pjojeot grant ^JSLg.
    Section C. The Treasurer shall be a member of this committee.
    ARTICLE VIII. REGIONAL NOMINATING COMMITTEE
    Section A. A Nominating Committee shall consist of three (3)
    uf^fea^nSa;^ Committee no later thL'o^tober
    6
    . Ad4' ^ i\ of- / ^ OA. ^ S-/2^^
    M £^<M /^/(|>A , 2,^ r^uJlA^ kvITK fc«fc£tu,f
    Section B. Responsibilities. A4JI\a c^rvy>/Actc^ c^r/vv cW^ ^
    1. The Nominating Committee shall present to the Executive
    Committee a slate of candidates for offices, which
    allows for staggered terms in the following manner: each
    yesy two (2) officers and two (2) members-at-large to be
    nominated for two (2) year terms with election at the
    Annual Business Meeting.
    2. Additional nominations may be made from the floor at the
    Annual Business Meeting.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In the last quarter of each fiscal year, there
    shall be an Annual Business Meeting for the purpose of:
    1. Electing officers.
    2. Adopting a budget.
    3. Hearing reports of various NWHP activities.
    4. Taking action on such matters as may be before the group.
    Section B. A quorum shall be thirty (30) % of the membership.
    For purposes of determining a quorum and voting, each individual
    member is counted as one (1) and each designated representative
    of an active organizational member is counted as two (2) .
    Section C. Notice of an Annual Business Meeting shall go to
    members at least ten (10) working days in advance of the meeting.
    Section D. The Nominating Committee shall serve as the
    Election Committee at the Annual Business Meeting.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    1. Serve as the presiding officer of the Steering Committee
    Executive Committee and oversee the planning and
    administration of NWHP.
    2. Serve as Chair of the State Board of Directors in
    alternate years.
    3. Set the agendas for the meetings over which she presides.
    4. Appoint chairs of Standing Committees, with the
    approval of the majority of the Executive Committee, and
    appoint special committees as necessary.
    5. Serve as an ex-officio member of all committees except
    the Nominating Committee. ~ •
    6. Exercise and perform such other powers and duties as may
    be prescribed by the Steering Committee from time to
    time.
    Section B. The Vice-Chair shall:
    1. Serve as Chair in the absence of the Chair or the Chair's
    inability to act.
    7
    2. Assist the Chair to carry out the duties of the office of
    the Chair.
    3. Have such other powers and perforin such other duties as
    may be prescribed from time to time by the Steering
    Committee or by the Chair.
    Section C. The Treasurer shall;
    1. Act as the chief financial officer.
    2. Keep and maintain or cause to be kept and maintained
    adequate and correct accounts of the properties and
    business transactions of the organization, including
    accounts of its assets, liabilities, receipts,
    disbursements, gains, and losses.
    3. Present financial reports to the Executive Committee and
    Steering Committee at each of their meetings.
    4. Ensure that all funds and securities of the organization
    are deposited in banks, trust companies, or other
    depositories approved by the Executive Committee.
    5. Ensure that funds are properly disbursed.
    6. Have such other powers and perform such other duties as
    may be prescribed by the Steering Committee from time to
    time. The books of the account shall at all times be
    open to inspection by any officer or member of the
    Executive or Steering Committee.
    Section D. The Secretary shall
    1. Oversee/prepare and maintain official records.
    Keep or cause to be kept full minutes of all meetings.
    3. Give or cause to be given notice of any special or
    regular meetings.
    4. Ensure that a master file is maintained for the
    organization
    5. Have such powers and perform such other duties as may be
    prescribed by the Steering Committee from time to time.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be July 1 to June 30.
    ARTICLE XII. PARLIAMENTARY AUTHORITY
    Section A. The rules contained in the current edition of Robert's
    Rules of Order-Newly Revised shall govern in all cases to which
    they are applicable _ in which they are not inconsistent with these
    Bylaws and any special rules of order adopted by the state Board
    of Directors.
    8
    ARTICLE XIII. AMENDMENTS
    Section A. These bylaws may be amended or repealed, or new
    Bylaws may be adopted by a simple majority of those present at
    the Annual Business Meeting or a special meeting called for that
    purpose; and
    Section B. Provided any changes, substitutions, deletions, or
    additions, are submitted in writing to each member at least ten
    (10) working days prior to the date of the Meeting.
    ARTICLE XIV. DISSOLUTION
    Section A. Upon dissolution or other tearmination of the
    organization, any assets remaining after all debts of the
    organization have been paid shall be disposed of as determined by
    the State Board of Directors.
    ARTICLE XV. PURPOSE OF THE BYLAWS
    Section A. These Bylaws are adopted for the sole purpose of
    facilitating the discharge, in an orderly manner, of the purpose
    of the organization. These Bylaws shall never be construed in
    any such way as to impair the efficient operation of the
    organization.
    NEVADA WOMEN'S HISTORY PROJECT
    1048 N. Sierra #A
    Reno, NV 89503
    NEVADA WOMEN'S HISTORY PROJECT
    Introduction: The following changes in the By-Laws basically
    accomplish four things:
    1. gives more flexibility to the State Board in choosing its
    officers and scheduling the state Women's History Conference;
    2. requires the State Board to create a state bank account
    independent of regional accounts and to appoint an internal audit
    review committee to review financial records of the state treasurer
    .
    3. adds the Standing Committee Chairs to the Steering
    Committee in each Region for purposes of their quarterly meetings
    ;
    A. mcpves the adoption of budgets from the Annual Business
    Meetings in each Region to the Regional Steering Committees and
    the State Board;
    5. changes the beginning of the fiscal year to January 1,
    but retains July 1 as the beginning of terms of office and the
    program year;-
    By-Law Changes Reconanended for Approval at
    Annual Business Meetings. North and South. .Tune. 1997
    (Brackets [] = deleted language. Underline = new language.)
    ARTICLE IV. STATE BOARD OF DIRECTORS
    Section A. Composition
    5. [The position of State Chair shall alternate yearly
    between the north and south regional Chairs, the other actina as
    the Vice-Chair.]
    5. The positions of State Chair. State Vice-chair and State
    Treasurer shall be a member of the State Board and be determined
    by action of the State Board of Directors.
    Explanation: to allow flexibility in determining the
    State Chair and other officers on a year to year basis.
    Section B.
    5. Approve and annual state budget and adjust, as necessary,
    based on review of quarterly financial reports of the State
    Treasurer.
    6. [Approve the acceptance of funds and statewide expenditures.]
    The State Treasurer shall place state funds in a bank
    account independent of regional accounts.
    Explanation: this makes it very clear what monies are to be
    used for statewide expenditures.
    7. [Plan and conduct a biennial] Determine the scheduling of
    a statewide conference on Nevada Women's History, alternating
    between the regions.
    9. Appoint an internal audit committee to review financial
    records of the State Treasurer and present a written report for
    each regional annual business meeting.
    Explanation: this is good business practice.
    The State Board may:
    [2. Contract for a loan or issue any evidence of indebtedness,
    on behalf of the organization, only by a resolution of the
    Board and confined top specific instances. No loan shall be made
    to any officer or member of the Board of Directors.]
    Explanation: We don't feel this is an appropriate option.
    Section C. Procedures
    2. The State Board of Directors shall meet at least twice a
    year in person, by conference call, or video conference.
    Explanation: allows for special meetings, when needed.
    4. For the transaction of business, [a majority of the
    statewide board shall constitute a quorum] the State Board shall
    have a quorum of four (4). provided the Chair or Vice-Chair is
    present.
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: [Fifteen (15)] Twentv-onf^ (7^)
    . —chairs of the standing committees as outlinfiH in
    Article VI. ' ^
    Explanation: Chairs of 6 standing committees will be
    added to the Steering Committee, now composed of 4
    officers, 4 members at large, and 6 representatives of
    organizational members. This will result in closer
    communication between those responsible for NWHP planning
    and project implementation.
    Section C. Powers and Duties.
    3. Appoint Standing Committee chairs to one (1) year terms
    [compatible with the fiscal year] beginning in Tulv of each
    Explanation: fiscal year is being changed to calendar
    year, but we prefer officers to change in July.
    7. [Recommend] Adopt an annual budget for the region, [to be
    adopted at the Annual Business Meeting] taking into account
    member suggestions and priorities, and submit to the State BoarH.
    no later than October 15,—a report of regional activitv and
    request for state funds for the fiscal vear beginning January i.
    Explanation: members will discuss budget at Annual
    Business Meeting but final adoption will be in Fall by
    Steering Committee.
    Section D. 2. [Eight (8)] Eleven (11) members present, to include
    either the Chair or Vice-Chair, shall constitute a quorum.
    f'Xplenation: guorum number is increased to require a
    majority to be present to take action
    ARTICLE VI. REGIONAL EXECUTIVE COMMITTEE
    Section C. Meetings
    ^ Executive Committee shall meet monthly, except when
    It meets on a quarterly basis as part of the Steering Committee.
    ^plenation: compatible with Article V above/ otherwise,
    the Executive Committee would need to meet twice
    in one month.
    ARTICLE VII. REGIONAL FINANCE COMMITTEE
    Section A. The Finance Committee will develop an annual budget
    for presentation to the Steering Committee for approval [by the
    membership at the Annual Business Meeting].
    Explanation: compatible with change in Article V, C7.
    ARTICLE IX. REGIONAL ANNUAL BUSINESS MEETING
    Section A. In [the last quarter of each fiscal] June of each
    year, there shall be an Annual Business Meeting for the purpose
    1. Electing officers, whose terms begin on Julv ]:
    2. [Adopting a budget] Hearing reports of various NWHP
    activities;
    ?;• Receiving a report of the organization's fiscal affairs
    and discussing related budget items;
    ^• Recommending program priorities for the coming vear and
    related budget items: ~ —
    5. Taking action on such matters as may be before the group
    Explanation: clarifying terms of office and items to be
    discussed; removing membership approval of budget.
    ARTICLE X. REGIONAL OFFICERS AND DUTIES
    Section A. The Chair shall:
    2. Serve as Chair of the State Board of Directors in alternate
    yeap[.] , unless the State Board determinf^s otherwi RP
    Explanation: allows flexibility.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be [July 1 to June 30]
    Januarv 1 to December 31 ,
    Explanation: Fiscal year coinciding with calendar year
    IS easier for members to remember, fits better with
    accounting software programs.
    All proposed changes, if adopted, will become effective immediately
    for planning purposes but no later than July 1, 1997.
    hi/A,
    NEVADA WOMEN'S HISTORY PROJECT
    By-Law Changes Recoaaended for Approval at
    Annual business »eet:lnqs. North and South. June.—1997
    (Brackets [] - deleted language. Underline - new language.)
    ARTICLE V. REGIONAL STEERING COMMITTEE
    Section A. Composition: [Fifteen (15)1 Twentv-one (21) members
    5. Six (6) chairs of the standing committees as outlined—in,
    A3rtii.cX6 VX •
    Explanationt Chairs of 6 standing committees
    will be added to the Steering Committee, now
    composed of 4 officers, 4 members at large,
    and 6 representatives of organizational members.
    This will result in closer communication
    between those responsible for NWHP planning
    and project implementation.
    Section D. 2. [Eight (8)] Eleven (11) members present, to include
    either the Chair or Vice-Chair, shall constitute a quorum.
    Explanation: to continue to require a majority
    to be present to take action, quorum
    number must be increased.
    ARTICLE VI. REGIONAL BZSCUTIVS COMMITTEE
    Section C. Meetings
    1. The Executive Committee shall meet monthly, except when
    It meets on a quarterly basis as part of the Steering Committee.—
    Explanation: compatible with Article V above;
    otherwise, the Executive Committee would need
    to meet twice in one month.
    ARTICLE XI. FISCAL YEAR
    Section A. The fiscal year of NWHP shall be [July 1 to June 30]
    January 1 to December 31.
    Explanation: Fiscal year coinciding with
    calendar year is easier for members to remember,
    fits better with accounting software
    programs.
    If adopted, the changes in Article V and Article VI would become
    effective on July 1, 1997, and the change in Article XI would
    become effective January 1, 1998.