Women’s Network of Rapid City Bylaws

Revised Bylaws as of February 5, 2026

ARTICLE I: OFFICES 

The principal office of the corporation shall be located in the City of Rapid City, County of Pennington, State of South Dakota. The corporation may have such other offices in the State of South Dakota as the Board of Directors (also referred to as The Board or BOD) may determine from time to time. 

The registered office of the corporation, required by the South Dakota Nonprofit Corporation Act to be maintained in the State of South Dakota, shall be P.O. Box 2131, Rapid City, South Dakota 57709. The address of the registered office may be changed by resolution from time to time by the Board of Directors pursuant to the South Dakota Nonprofit Corporation Act. 

ARTICLE II: MEMBERS 

Section 1. Class of Members. The corporation shall have one class of members. The rights and qualifications of the members shall be as follows: A person shall be a member by 1) being interested, concerned and committed to the effectiveness and professional development of women in public, corporate and civic life, and 2) by virtue of having paid into the corporation annual dues, the amount(s) to be determined by the Board of Directors. 

When a vote is taken at any member meeting, each member in good standing shall be entitled to one vote. Absent members may not delegate to other members their right to vote. 

Section 2. Membership List. A membership list, which list shall designate the members and shall include the contact information of each member, shall be updated and kept by the Treasurer and in the Google docs folder for the review and use of all board members. 

Section 3. Annual Meeting. The Annual Meeting shall be held by the Board of Directors the last quarter of each fiscal year prior to the May general monthly meeting. All members are encouraged to attend. This meeting may be part of the regular monthly meeting.

Section 4. Special Meetings. Special meetings of the members for any purpose or purposes may be called by the President or any member of the Board of Directors. 

Section 5. Place of Meeting. Annual and special meetings shall be held at a place set by the Board of Directors. Meetings may be virtual (zoom, email, text).

Section 6. Notice of Members Monthly Meetings. Meetings of members shall be the second Wednesday of the month at the location determined by the Board of Directors.  

ARTICLE III: BOARD OF DIRECTORS 

Section 1. Duties. The business and affairs of this corporation shall be managed by a Board of Directors (BOD) elected or appointed as defined in Article III, Section 3. 

Section 2. Number of Directors. Directors of the corporation shall be no fewer than three (3) and no more than twelve (12). 

Section 3. Election and Appointment of Directors. The Board of Directors shall be elected by the members, and the Board of Directors shall appoint the officers of the corporation.

Section 4. Board of Directors and Voting. The members of the BOD, as specified in Article III, Section 3, are the only voting members for votes taken at Board meetings and Special meetings. Voting members may not authorize other members to vote in their absence unless approved by the President prior to the meeting. 

Section 5. Board of Directors Meetings. The Board of Directors shall meet at least once a month and oversee one annual meeting.

All Board members, elected and appointed, are expected to attend board meetings in accordance with expectations set by the current board. The President, with the consultation from the Board, shall designate the date, time and place of the Board meetings and the annual meeting.

The annual meeting shall be for the purpose of, but not limited to the installation of officers for the new fiscal year, the installation of the chairs of the committees, the transfer of records to the incoming Board of Directors, and the approval of the annual budget. 

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or any two directors, and shall be held at the place determined by the President or directors.

Section 7. Notice of Meeting. The Board of Directors shall meet at least once a month, typically the week prior to the monthly meeting of members. Notice of any BOD meetings shall be given at least two days prior to meeting via email and/or text, or as agreed upon and determined at a prior meeting.

Section 8. Quorum. A 51% majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If fewer than a majority of the directors is present at any given meeting, a majority of those directors present may adjourn the meeting. 

Section 9. Board Decisions. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 

Section 10. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the President and approved by the remaining BOD. The newly appointed director shall serve until such time as the term of her predecessor has expired. 

Section 11. Compensation. The directors as such shall not receive any stated salaries for their service as directors, but by resolution of the Board of Directors, a fixed sum and/or expenses of attendance (if any) may be allowed for attendance at any regular or special meetings of the Board. 

Section 12. Employees. The Board of Directors may employ one or more persons to carry out routine business of the corporations, to include, but not limited to, reservation e-mailing, maintenance of a membership database, newsletter, website maintenance or other business approved by the Board. A description of duties of these positions, as well as the remuneration, shall be approved by the Board. 

ARTICLE IV: OFFICERS 

Section 1. Officers. The officers of the corporation shall be a President, a President-Elect, a Treasurer, a Treasurer-Elect, and a Secretary. No person may hold more than one office at the same time. 

Section 2. Election and Term of Office. The officers of the corporation shall be elected by the current and present members in good standing during the last member meeting of the fiscal year (April). Each officer shall hold office until her successor shall have been duly elected and seated. 

Each term is 2 years, and officers shall serve no more than two consecutive terms in the same office.

Section 3. Removal. Any officer elected by the members may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. 

Section 5. Duties of the Officers. At the end of her term of office, each officer shall provide in writing an updated description of the responsibilities and duties of her office to each of the incoming officers. 

In general, the roles of the officers shall be as follows:

A. President. The President shall be the chief corporate officer of the corporation and shall preside at all BOD meetings of the corporation; shall implement actions of the board and directions given by the corporate membership; shall be an ex-officio member of all committees established by the Board; shall sign all written contracts and obligations as directed by the Board.

The President fulfills the Integrator functions of Leadership/Management/Accountability (LMA), Conflict Resolution, Contracting, Vision-Traction Organization (V/TO, including Bylaws), and Plan Execution. 

B. President-Elect. The President-Elect shall act as President in the temporary or permanent absence of the President. President-Elect shall assist the President and other Board members in their duties,

The President-elect (or through appointed committees) is responsible for Event Planning, Welcoming / Onboarding New Members, Connecting Members, Overseeing Scholarship for Members, and Setting/Maintaining Member Culture. 

C. Secretary. The Secretary shall be responsible for overseeing duties pertaining to marketing, sales, internal and external communications, including monitoring the corporation’s incoming email and making sure the corporation has an online presence and is locatable by those seeking to find information about membership. 

The Secretary is also responsible for recording attendance and minutes at the monthly board meetings.

D. Treasurer. The Treasurer shall be responsible the receipt and custody of all monies of the corporation and for the disbursement thereof, for the keeping of accurate accounts of monies received and paid out, for sending out statements of dues to members, for keeping a current membership list and the amount of money paid by each member and the date thereof, for the execution of contracts or other documents as authorized by the Board, for the preparation and issuance of financial statements and reports, and for the payment of taxes.

The Treasurer shall prepare a financial statement for the annual meeting and will prepare a budget for the fiscal year (May 1 through April 30). The Treasurer will also monitor the number of guests and members in attendance at the monthly networking luncheons.

E. Treasurer-Elect. The Treasurer-Elect shall act as Treasurer in the temporary or permanent absence of the Treasurer. Treasurer-Elect shall assist the Treasurer in preparing and reporting of financial statements and reported data.

ARTICLE V: COMMITTEES 

Section 1. Committees. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, sub-committees or special committees, each of which shall consist of one or more persons. 

Section 2. Committee Types. Committees may be instated by the BOD as needed and for as long as needed to fulfil their purpose of supporting Directors in their roles. For example, there may be Hospitality, Publicity, or Scholarship committees.

Section 3. Removal. Any committee chair or member of a committee may be removed by the Board whenever in its judgment the best interests of the corporation shall be served by such removal. 

ARTICLE VI: CONTRACTS AND FUNDS 

Section 1. Contracts. The Board of Directors may enter into any contract or on behalf of the corporation, and such authority may be general or may be confined to specific instances. 

Section 2. Books and Accounts. Books and accounts of the corporation shall be kept under the direction of the Treasurer in accordance with good accounting practices. At the close of each fiscal year the books shall be audited by the incoming President and the incoming Treasurer. 

ARTICLE VII: BOOKS AND RECORDS 

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors. Those committees having and exercising any of the authority of the Board of Directors shall keep with the current President a record giving the names and addresses of the BOD. All books and records of the corporation may be inspected by any member of the Board of Directors or her agent of attorney for any proper purpose at any reasonable time. 

ARTICLE VIII: FISCAL YEAR 

The fiscal year of the corporation shall begin on May 1 and end on April 30 of each year. 

ARTICLE IX: WAIVER OF NOTICE 

Whenever any notice is required to be given under the provisions of the South Dakota Nonprofit Corporation Act or under the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

ARTICLE X: AMENDMENT OF BYLAWS 

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by a majority of the board members present at any regular meeting or at any special meeting, if at least ten (10) days’ notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. 

The Bylaws were adopted as the official Bylaws of the corporation at a meeting of Directors, Held on the 1st day of September 1983. The Bylaws were amended on the 15th day of May 2015, and on the 5th day of February 2026 by majority approval of the Board.