WOMEN’S POKER ASSOCIATION
ARTICLE I — NAME AND PURPOSE
Section 1 — Name: The name of the organization is Women’s Poker Association Inc. The organization shall have an office located at 3549 Blackstone St, Las Vegas NV 89121 and at such other places as shall be designated by the board of directors from time to time by resolution. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. The organization is organized exclusively for charitable and educational purposes. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not participate in any political campaign in any manner. The organization shall not attempt to influence legislation. The organization is organized exclusively for charitable, social and educational purposes.
Section 2 — Purpose: The purpose of this corporation is:
- to support and conduct educational, social and informational activities to increase public awareness of women in poker;
- to provide a voice for women in poker to the industry;
- to develop programs and events to elevate the skills, and opportunities for women poker players
- to advocate for the advancement of women in poker
ARTICLE II — MEMBERSHIP
Section 1 — Eligibility for membership: Application for voting membership shall be open to any poker player, business or organization that supports the purpose statement in Article I, Section 2. Individual membership is granted after completion and receipt of a membership application. All business and organization memberships shall be granted upon an approved membership application.
Section 2 — Annual dues: The amount required for annual dues shall be determined by the Board each year, unless changed by a majority vote of the members at an annual meeting of the full membership. Business and organization membership annual dues shall be reviewed each year, and may be changed by a majority vote of the Board of Directors. Continued membership is contingent upon being up-to-date on membership dues should there be any membership dues in place.
Section 3 — Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.
Section 4 — Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.
Section 5 — Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE III — MEETINGS OF MEMBERS
Section 1 — Annual meetings: An annual meeting of the members shall be held once a year, the specific date, time and location of which will be designated by the President. At the annual meeting, the members shall elect directors and officers, receive reports on the activities of the association, and discuss the direction of the association for the coming year.
Section 2 — Special meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.
Section 3 — Notice of meetings: Emailed notice of each meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.
Section 4 — Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 5 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV — BOARD OF DIRECTORS
Section 1 — Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and to delegate responsibility of day-to-day operations to the volunteer staff and committees. The board shall have up to 15, but not fewer than 5 members. The board receives no compensation other than reasonable expenses.
Section 2 — Terms: All board members shall serve a minimum of three-year terms, or until a successor has been elected who possess the required knowledge, skills and abilities to perform the board position. Board members are eligible for re-election for up to seven consecutive terms.
Section 3 — Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have an emailed notice at least two weeks in advance.
Section 4 — Board elections and Term of Office: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.
Section 5 — Election procedures: The Board or Development Committee shall be responsible for nominating a slate of prospective board members representing the associations’ diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All members will be eligible to send one representative to vote by proxy for each candidate, for up to 10 available positions each year.
Section 6 — Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.
Section 7 — Officers and Duties: The officers of the corporation shall be a President, one or more Vice-President (as determined by the Board of Directors), a Secretary, and a Treasurer. Two or more offices may be held by one person.
a) President. The President shall preside at all meetings of the Board of Directors and its Executive Committee. Also shall chair committees on special subjects as designated by the board.
b) Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
c) Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors’ meetings and all committee meetings.
d) Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.
Section 8 — Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 9 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 — Special meetings: Special meetings of the board shall be called upon the request of the President, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
ARTICLE V — COMMITTEES
Section 1 — Committee formation: The board may create committees as needed, such as fundraising, public relations, data collection, etc. The board member responsible for the committee, appoints the committee chair.
Section 2 — Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
Section 4 — Standing Committees: The President shall appoint the chairpersons of all committees from the membership of the Board of Directors of the organization with the approval of the Board of Directors. All committee appointments shall terminate upon the election of a new President, unless specifically determined otherwise at the Annual meeting. All committees shall function within the guidelines and budgets established by the Board of Directors.
Section 5 — Ad Hoc Committees: The President may establish ad hoc committees at any time. All ad hoc committees are subject to the same rules and operating procedures as standing committees.
Section 6 — Personnel Responsibilities: The Board of Directors may employ and discharge employees of the organization and may prescribe their duties and compensation. The board shall discharge its duties with respect to personnel organizational matters without regard to age, sex, race, color, creed, sexual orientation, or the national origin of any person.
Section 7 — Records: Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the organization.
Section 8 — Compensation: No board member or officer, or any member of a committee shall receive at any time any of the net earnings or profit from the operations of the organization. However, this shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the organization. Such compensation shall be fixed by the Board of Directors from time to time.
ARTICLE VI — DIRECTOR AND STAFF
Section 1 — Executive Director: An Executive Director shall be appointed if and when the Board feels it’s necessary. The executive director is appointed by the board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.
ARTICLE VII – CONFLICT OF INTEREST POLICY
The standard of behavior at Women’s Poker Association is that all staff, volunteers, and board members scrupulously avoid conflicts of interest between the interests of the WPA on one hand, and personal, professional, and business interests on the other. This includes avoiding potential and actual conflicts of interest, as well as perceptions of conflicts of interest.
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
Annually, all staff and board members will review and sign the Women’s Poker Association Conflict of Interest Policy and is retained in the board’s records.
ARTICLE VIII – CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The corporation shall not have a corporate seal. All instruments that are executed on behalf of the corporation which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the corporation, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
ARTICLE IX — AMENDMENTS
Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
ARTICLE X – INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).
ARTICLE XI – DISSOLUTION
In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefor. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
These bylaws were approved at a meeting of the board of directors by a two thirds majority vote on Aug 11, 2020.
Jana VonDach, Secretary
Aug 11, 2020