Bylaws of Thursday Morning Dialogue

ARTICLE I: Name

The name of this organization is Thursday Morning Dialogue (“TMD”), a 501(c)7 nonprofit social club as defined in the Internal Revenue Code (IRC).

ARTICLE II: Purpose

The purpose of TMD is to gather together women in the community who are accomplished in their field, profession, or community service; to provide them with an opportunity to become acquainted with each other; to support exchange of ideas on topics of mutual interest; and to promote friendship, understanding, and a state of cooperation.

ARTICLE III: Policies

Section 1: Beliefs. TMD shall be nonsectarian and nonpartisan.

Section 2: Funds. The funds of the TMD shall not be used for personal gain by any private individual or member.

Section 3: Privacy. Personal information collected by TMD shall be used for organizational purposes only. Such information shall not be sold to or shared with other parties.

Section 4: Non-solicitation. TMD shall not allow direct solicitation of products and services for business purposes or profit.

ARTICLE IV: Membership

Section 1. Membership in TMD shall be open to all qualified women residing or working in San Mateo and Santa Clara counties who subscribe to the purpose of TMD. Members who move out of this region may continue as members in TMD.

Section 2. Potential new members shall be sponsored by two (2) members who shall complete the new member nomination form. Members may sponsor two (2) new members per calendar year. Exceptions to this policy may be made by the Board.

Section 3. The Membership Chair shall submit the new membership nomination form to the Board, based on the recommendation of the Membership Committee.

Section 4. The Board shall vote on the nominations for new members, with membership granted with a simple majority. In the case of a tied vote, the President shall cast the deciding vote. Consideration will be given to the nominee’s length and variety of occupational experience, service to the community, contributions to profession or field, and other evidence of accomplishment.

Section 5. New members shall pay membership dues, pro-rated as appropriate

ARTICLE V: Dues

Section 1. Dues and guest fees shall be determined by the Board annually, to be completed no later than November 30.

Section 2. The fiscal and membership year shall be from January 1 through December 31.

Section 3. Dues shall be paid by the members within thirty (30) days of acceptance of membership, then annually by the end of January. Dues payment may be extended with approval by the Membership Chair and Treasurer.

Section 4. Members whose dues are not paid by the end of January shall not attend meetings or events until dues are paid. Members who fail to pay dues by February 28 may be subject to termination.

ARTICLE VI: Member Meetings

Section 1. Member meetings shall be held on the last Thursday of each month, January through October, and on the third Thursday in November. Additional meetings may be scheduled at the discretion of the Board. In the event a regular meeting cannot be held, the Board may determine an alternate date for said meeting.

Section 2. Meetings shall commence at 7:20 a.m. and adjourn at 9:00 a.m. Pacific Time, unless otherwise scheduled by the Board.

Section 3. The place of meetings shall be designated by the Board.

Section 4. Members will register to attend the regular meetings on the TMD website.

Section 5. Members may bring up to two (2) guests to each meeting, except for members-only meetings. The Meeting Operations Chair may restrict guest attendance when capacity issues arise.

Section 6. Guests shall attend a maximum of two (2) meetings prior to being nominated for membership, paying any applicable fees.

Section 7. If twenty percent (20%) or more of the members wish to conduct a special meeting, they shall provide the purpose of the meeting to membership with at least ten (10) days’ notice. The special meeting content is limited to the purpose communicated

ARTICLE VII: Events

Section 1. Social Events shall be member-only events organized by the Events Chair.

Section 2. Pop-Up Events shall be casual events for two (2) or more people, organized and hosted by any member of TMD. Pop-Ups may include non-members. TMD as an organization does not sponsor nor process fees for such events, unless approved by the Board.

ARTICLE: VIII: Attendance

Section 1. Regular attendance by all members leads to a vibrant and dynamic organization. Should a member miss three or more consecutive meetings without notifying a Board member
as to the reason, the Membership Chair shall contact that member to learn the reason for the absences. Based on the conversation, the Membership Chair shall determine the next course of action, which may include leave of absence or termination of membership.

Section 2. The resignation of any member shall become effective upon written notice to the President, Treasurer, or Membership Chair of TMD.

ARTICLE IX: Leave of Absence Policy

Section 1. Any member may be eligible for up to a twelve (12) month leave of absence (LOA) from TMD, subject to Board review and approval. Upon approval, no dues will be collected for that year. If dues have been collected, a prorated portion will be returned to the member on LOA.

Section 2. A member on LOA shall receive notices of meetings. They may attend up to three (3) monthly meetings. They may also attend events, paying any fee that may apply.

ARTICLE X: Board

Section 1. The elected Officers and Chairs shall constitute the Board of TMD.

Section 2. The Officers of TMD shall:
a) Be the President, Vice President, Secretary, and Treasurer.
b) Be listed on all financial and legal documents, including bank accounts and filings with the Internal Revenue Service (IRS).
c) Serve in a single Officer position for the duration of their term.

Section 3. The Chairs of TMD shall be the Meetings Operations Chair, Membership Chair, Programs Chair, Events Chair, and Digital Media Chair.

Section 4. The term of office of the Board shall be from February 1st to January 31st of the following year.

Section 5. The Board shall be responsible for guiding the organization according to the Bylaws. It shall:
a) Authorize or ratify all expenditures consistent with the policies of the organization.
b) Hold a meeting at least once every three (3) months at such times and places as the President shall determine.
c) Designate the depository of funds of the organization.
d) Initiate, consider, approve, or reject resolutions of endorsement of any project within the scope of the purpose of TMD.
e) Have such other powers and duties as may be prescribed by these Bylaws.

Section 6. Should any Board member be absent from two (2) successive noticed meetings of the Board without consent of the President, the Board may declare the position of said Officer or Chair vacant by motion to that effect.

Section 7. Should a Board position become vacant for any reasons, the Board shall have the power to fill that position for the unexpired term of the position.

ARTICLE XI: Elections

Section 1. Board members shall be elected at the annual members-only business meeting held in January.

Section 2. The President shall serve as chair of the nominating committee for selection of Board members. One Board member and one non-board member who has been active in TMD for at least one year shall be appointed by the Board to serve as the nominating committee.

Section 3. A single slate of candidates shall be presented and the election shall be held by voice vote. If a nomination is made from the floor for a specific position, there will be a separate vote for that position.

Section 4. With a quorum of membership present, a majority of all votes cast for a slate or position shall constitute an election.

ARTICLE XII: Duties of the Board

Section 1. The President shall be the principal officer of TMD and shall:
a) Preside at all meetings of TMD and the Board.
b) Determine the content for the annual members-only meeting.
c) Appoint ad hoc committees, with the approval of the Board.
d) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 2. The Vice President shall:
a) Perform the duties of the President in the absence of the President.
b) Become President for the unexpired term in case of death, resignation, or incapacity of the President.
c) Act in an advisory capacity to the President upon request.
d) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 3. The Secretary shall:
a) Keep minutes of all Board meetings and proceedings, including agenda, discussion topics, motions approved, decisions, and action items.
b) Submit minutes for review and approval by the Board.
c) Store approved minutes in a secure, electronic location, as defined by the Board.
d) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 4. The Treasurer shall:
a) Manage the bank accounts for TMD, including selecting banking institutions, updating account signatories, reconciling bank statements, and managing cash flow.
b) Create an annual budget, based on input from Chairs, and present to the Board for approval.
c) Generate and present financial reports for Board Meetings and the annual members-only business meeting.
d) Maintain accounting records, adhering to standard accounting practices.
e) Create invoices and collect member payments, including annual dues and event fees.
f) Establish automatic payments for all annually recurring expenses.
g) Pay vendors and reimburse members for expenses, as included in the budget or approved by the Board.
h) Complete and file IRS Form 990 as required by law for non-profit organizations.
i) Collect financial documentation and store for a minimum of seven (7) years in a secure, electronic location, as defined by the Board.
j) Maintain the Treasury procedures documentation, updating as needed.
k) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 5. The Meeting Operations Chair shall form and lead a committee that shall:
a) Ensure that monthly members meeting logistics are in place, including liaising with external vendors as needed.
b) Send meeting invitations and reminders to the members.
c) Monitor attendance responses for each meeting and notify the Board.
d) Provide meeting operation expense estimates to the Treasurer for annual budget planning.
e) Designate a committee co-chair, if needed, who may act as a proxy at Board meetings.
f) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 6. The Membership Chair shall form and lead a committee that shall:
a) Establish and oversee procedures for nomination, election, and onboarding of new members.
b) Maintain and regularly update the Member Contact List, including active and LOA member names, addresses, phone numbers and email addresses.
c) Provide the updated list to the Digital Media Chair, Treasurer, and members.
d) Recommend and purchase gifts for members in the case of member illness or death of parent, spouse, partner, or child.
e) Record attendance of members and guests at all meetings, and store in a secure, electronic location, as defined by the Board.
f) Provide projected membership size and participation levels, as well as membership expense estimates, to the Treasurer for annual budget planning.
g) Designate a co-chair from the committee, if needed, who may act as a proxy at Board meetings.
h) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 7. The Programs Chair shall form and lead a committee that shall:
a) Determine the content for the monthly member meetings, excluding the annual members-only meeting, which may include external speakers, member presentations, member-only salons, and other activities of interest.
b) Secure speakers, as appropriate.
c) Provide meeting program description and relevant media to Digital Media Chair a minimum of one (1) month in advance of scheduled meeting.
d) Send thank you notes to speakers.
e) Designate a co-chair from the committee, if needed, who may act as a proxy at Board meetings.
f) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 8. The Events Chair shall for and lead a committee that shall:
a) Plan, create a budget, schedule, and implement up to two (2) member-only Social Events per year. Board approval is required prior to these events.
b) Encourage TMD members to plan or host Pop-Ups Events throughout the year.
c) Provide Social Event and Pop-Up Event information to the Digital Media Chair.
d) Designate a co-chair from the committee, if needed, who may act as a proxy at Board meetings.
e) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 9. The Digital Media Chair shall:
a) Maintain TMD’s website content, in consultation with the Board, including updating:
i) Program information, with input from the Programs Chair
ii) Event information, with input from the Events Chair
iii) Member information, with input from the Membership Chair
iv) Other information, as appropriate
b) Identify and recommend updates and enhancements to website functionality, including projected expense and potential vendors, for approval by the Board.
c) Maintain a secure, electronic location for document storage, as defined by the Board.
d) Be the system administrator for the TMD website and document storage, adding and updating user accounts, notifying members as appropriate.
e) Maintain a backup site for the TMD website and documents.
f) Create and update electronic mailing lists for membership, the Board, and other groups as appropriate.
g) Provide expense estimates to the Treasurer for annual budget planning.
h) Maintain Digital Media procedures documentation, updating as needed.
i) Form and lead a committee, as appropriate.
j) Designate a co-chair from the committee, if needed, who may act as a proxy at Board meetings.
k) Have such other powers and duties as may be prescribed by the Board or these Bylaws.

ARTICLE XIII: Quorum

Twenty-five percent (25%) of the current membership shall constitute a quorum at any meeting.

ARTICLE XIV: Organization’s Mark

The Board may design, approve, and designate a mark for this organization which is hereby copyrighted. The Board shall determine how the mark may be used by the members

ARTICLE XV: Dissolution

Section 1. In the event of circumstances leading to the dissolution of TMD, the Board shall adopt a resolution to dissolve. If less than a quorum of Board members are present, the vote on the resolution must be unanimous.

Section 2. At dissolution, the members of TMD shall receive a pro-rata distribution of all assets remaining after payment, or provision for payment, of the obligations and debts of TMD and provision for any other payment required under applicable law.

ARTICLE XVI Amendments

Section 1. All proposed amendments of these Bylaws shall be presented to the Board for review.

Section 2. Following Board review, proposed amendments shall be sent by the President to the members at least ten (10) days before they are to be voted upon.

Section 3. The Board shall make recommendations to the membership regarding proposed amendments.

Section 4. Amendments shall be approved by either:
a) A two-thirds vote of the members present and voting at any member meeting.
b) A two-thirds vote of all members via online voting.