ByLaws


THE WOMEN OF QUAIL CREEK

2021 BYLAWS

MISSION STATEMENT

We are a Community of Women dedicated to Learning, Giving, and Engaging.

ARTICLE I: NAME

The Organization shall be known as “The Women of Quail Creek “(TWOQC).

ARTICLE II: PURPOSE

            Section 1.  TWOQC is a non-profit corporation and shall operate exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal Tax Code. The purpose of the organization is two-fold – 1) to raise funds for charitable purposes, and 2) to provide opportunities for educational and social interactions for the women and families who reside in Quail Creek.

ARTICLE III: NON-PROFIT NATURE

Section 1.  TWOQC is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code. No part of the net earnings of TWOQC shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II, above.

Section 2. Notwithstanding any other provisions of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, corresponding section of any future Federal Tax Code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.

Section 3.  TWOCQ is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to, any individual (excluding educational scholarships provided to worthy individuals not residing in Quail Creek). The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Bylaws.

Section 4. No officer or director of this corporation shall be personally liable for the debts or obligations of TWOQC of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE IV: MEETINGS

            Section 1. Regular meetings of the corporation shall be held on the last Monday of the month as deemed necessary. Meeting dates may be changed or omitted entirely at the discretion of the Executive Board. Gatherings and Programs may also occur on the last Monday of the month.

Section 2. Special meetings of the corporation shall be held at any time at the discretion of the Executive Board, provided notice is given to the members no less than seven (7) days prior to the meeting by posting on the corporation’s GroupWorks™.

            Section 3. All members in good standing shall be entitled to vote at any regular or special meetings and to participate in any proceeding.

Section 4. In the event membership meetings are not held, announcements shall be made through the Monthly Message.

ARTICLE V: MEMBERSHIP AND DUES

Section 1. Membership is open to all women who reside in Quail Creek as either a homeowner or a renter. There shall be only one class of membership.

Section 2. Annual calendar-year dues shall be collected by the Director of Membership starting in September for the following calendar year. Those who have not renewed by January 15 shall be deleted from the Membership Roster. New members joining at or after the September meeting shall pay full dues for the current year and be considered as fully paid through December 31 of the following year.

            Section 3. The amount of annual dues may be changed by action of the Executive Board.

            Section 4. Quail Creek non-members may attend one luncheon, meeting, or field trip prior to joining The Women of Quail Creek.

ARTICLE VI: OFFICERS AND DIRCECTORS

            Section 1. The Women of Quail Creek shall be governed by an Executive Board consisting of nine elected members: President, President-Elect, Secretary, Treasurer, Director of Membership, Director of Charitable Fundraising, Director of Community Outreach, Director of Publicity, and Director of Programs.

Section 1.a. The term of office for the President and President-Elect shall each be one year.

Section 1.b. The President-Elect shall be chosen in December of each year by a vote of the general membership for a term of one year. After said term, she shall accede to the Presidency for a one-year term. There shall be no election for the positions of President.

Section 1.c. The term of office for the positions of the Secretary, Treasurer, Director of Membership, the Director of Publicity, Director of Charitable Fundraising, Director of Community Outreach, and the Director of Programs shall be two (2) years.  These officers or directors may serve a maximum of two terms in the same office. Subsequently, the same person may be elected to a different office for an additional elected term.

Section 2. Meetings of the Executive Board shall be held monthly or as often as deemed necessary by the Executive Board. In matters requiring a vote of the Executive Board, the President shall cast the tie-breaking vote. Pertinent items from the Executive Board meetings shall be presented to the General Membership.

Section 2.a. For an item needing a vote prior to the next Executive Board meeting, the Executive Board shall vote on said item via email. The results of said vote shall be confirmed by the President at the next Executive Board meeting following said email vote.

Section 3. If an elected officer or director is absent from more than three consecutive Executive Board meetings without approval of the Executive Board, that office shall be declared vacant. The President shall, with the ratification of the Executive Board, appoint a successor to complete the vacant position.

            Section 4. In the event of a resignation and/or termination of any elected officer or director, other than the President-Elect, her successor shall be appointed by the President with ratification of the Executive Board. The appointed successor shall serve for the remaining term of the resigning officer or director.

Section 4.a. In the event the President cannot complete her term of office, the President-Elect shall serve for the duration of the unexpired term and then accede to the Presidency.

Section 4.b. In the event the President-Elect cannot complete her term of office, the corporation shall hold a Special Election as outlined in Article IX, Section 8, below.

Section 5. Any member of the Executive Board may be removed from office by a majority vote of no confidence by the remaining members of the Executive Board. Said vote shall only take place after notification in writing to that officer of the pending action. The Executive Board shall convene and vote by secret ballot.

Section 6. Election of officers or directors shall take place at the December meeting of the General Membership. Newly elected officers or directors shall assume their duties as of January 1. In the event the December meeting is not held, voting shall take place as set out in Article IX below.

ARTICLE VII: DUTIES OF OFFICERS AND DIRECTORS

            Section 1. The President shall:

  • Be the chief administrator for the corporation.
  • Preside over all General Membership and Executive Board meetings.
  • Develop and distribute the agenda prior to each Executive Board meeting.
  • Appoint a Parliamentarian if necessary.
  • Cast the deciding vote in the event of a tie on any Executive Board decisions.
  • Convene at least one business meeting of the membership per year.
  • Appoint all project coordinators and/or chairs of special committees and provide the duties to each project or committee.
  • Appoint an Executive Board member to serve as a liaison to committees, as necessary.
  • Coordinate and facilitate, when necessary, meetings of project coordinators and Executive Board members.
  • Prepare periodic messages on corporation’s activities to be circulated to all members.
  • With the Executive Board, arrange for an annual audit of the corporation.
  • Be authorized to sign all contracts or agreements on behalf of the corporation in the absence of the Treasurer.
  • Have signature authority for all corporation bank accounts.
  • Be authorized to have a credit card for purchases related to corporation business.
  • Act as the corporation’s representative in any matters before the POA.
  • Revise and maintain the President’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

Section 2: The President-Elect shall:

  • Assist the President as requested.
  • Serve on committees as directed by the President.
  • Perform specific duties as assigned by the President.
  • Assume the President’s duties in her absence.
  • Be an ex-officio member of all committees except the Nominating Committee.
  • Meet with the Activities Coordinator, Director of Programs, Director of Community Outreach, and Director of Charitable Fundraising in the fall to complete the annual calendar and room request data for the coming year in accordance with the POA requirement.
  • Attend Executive Board and general meetings.
  • Provide a monthly report to the Executive Board on all activities related to her duties.
  • Revise and maintain the President-Elect’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

Section 3: The Secretary shall:

  • Record the minutes of all Executive Board meetings and those General Membership meetings where corporation business requiring a vote is transacted.
  • Provide a draft of said minutes to the President and Executive Board members of said meetings in a timely manner.
  • Present an updated draft prior to the monthly board meetings.
  • Post the monthly Executive Board minutes on GroupWorks™ once they are approved by the Executive Board.
  • Process all correspondence as directed by the President.
  • Appoint a “Sunshine Chair” to send cards to ill and bereaved members with expenses paid by the corporation.
  • Report to Executive Board monthly on the Sunshine Cards sent by the Sunshine Chair.
  • Maintain all official corporate records including, but not limited to, the Articles of Incorporation and 501(c)(3) paperwork in a secure location.
  • Attend all Executive Board meetings.
  • Provide a monthly report to the Executive Board of all activities related to her duties including a Voting Consensus Report.
  • Revise and maintain the Secretary’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

Section 4: The Treasurer shall:

  • Receive and deposit all monies belonging to TWOQC in a timely manner.
  • Maintain the banking accounts and meet with bank officers to settle any banking errors or credit card problems.
  • Pay bills and place orders for merchandise using both checks, debit, and credit cards.
  • Obtain and retain receipts for all monies disbursed.
  • Keep financial records and prepare the monthly budget in a financial computer program such as Excel for review by the Executive Board and, if requested, at General Membership Meetings.
  • Review contracts and Memorandums of Understanding which involve TWOQC activities.
  • Upon request, meet with all board members concerning purchasing and budget expenses/needs.
  • Offer training to the Executive Board members regarding the monthly budget reports that are required of each committee to complete the monthly budget report.
  • Maintain the inventory report for items owned by TWOQC and present an updated report to the Executive Board as needed.
  • Present to the Executive Board proposals for changes or improvements for the use of TWOQC funds.
  • Provide to the Executive Board copies of all financial reports, if requested.
  • Provide financial files to the retained auditor for review.
  • Perform other duties as needed or assigned by the Executive Board.
  • Attend all Executive Board meetings.
  • Revise and maintain the Treasurer’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

Section 5: The Director of Membership shall:

  • Oversee and coordinate Membership volunteers.
  • Work with her volunteers to recruit and welcome new members throughout the year, collect dues and contact information as required, accept and record membership renewals each year, record all check numbers and submit cash and checks to the Treasurer.
  • Develop and maintain a tracking system to identify membership loyalty and/or turnover.
  • Update and maintain the membership database contact information each January and whenever there is a renewal or new member.
  • Work with the GroupWorks™ Administrator on uploading an accurate membership list.
  • Set up and manage the sign-in procedure at monthly meetings.
  • Attend all Executive Board meetings.
  • Provide a monthly report to the Executive Board of all activities related to her duties.
  • Revise and maintain the Director of Membership’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

Section 6: The Director of Publicity shall:

  • Oversee and coordinate Publicity volunteers.
  • Serve as coordinator of publicity.
  • Review or author articles, announcements, and brochures pertaining to programs and events of the corporation.
  • Draft and submit announcements for What’s Happening.
  • Provide articles and photographs to the Quail Creek Crossing.
  • Assist the President and Webmaster in editing the Monthly Message and/or other publications as requested.
  • Work with local media to provide coverage of pertinent corporation events.
  • Attend Executive Board and general meetings.
  • Provide a monthly report to the Executive Board of all activities related to her duties.
  • Revise and maintain the Director of Publicity’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

Section 7: The Director of Community Outreach shall:

  • Oversee and coordinate Community Outreach volunteers.
  • Serve as liaison to the greater Green Valley/Sahuarita and Tucson areas and work with organizations to identify and develop potential in-kind service projects for the corporation.
  • Coordinate with the Director of Charitable Fundraising for any projects requiring fundraising.
  • Provide a monthly report to the Executive Board on all activities related to her duties.
  • Attend all Executive Board meetings.
  • Serve as a liaison to the Executive Board for Honor Flight and YANA.
  • Revise and maintain the Director of Community Outreach’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

Section 8: The Director of Charitable Fundraising shall:

  • Oversee and coordinate Funding and Giving committee members and the Scholarship committee members.
  • Serve as the Director of all charitable fundraising activities as follows:
    • Decide activities for raising funds.
    • Format plans to carry out funding activities.
    • Provide the Executive Board with recommendations for the distribution on charitable funds.
    • Present to the Executive Board plans for the various activities along with timeline for completion.
  • Receive copies of all deposits and expenses from committee leaders.
  • Ensure all fundraising and fund disbursements meet the 501(c)(3) requirements.
  • Establish and oversee the Funding and Giving Committee and appoint team leaders for funding activities as needed.
  • Be responsible for decision making and coordinating with the Scholarship Chair and the Scholarship Committee for the disbursement of the scholarship funds.
  • Provide and update governing policies with the assistance of both the Funding and Giving Committee and the Scholarship Committee.
  • Provide all information for the raising of charity funds and events to the Director of Publicity for publication.
  • Prepare a yearly budget for both committees charity activities.
  • Attend all budget planning meetings.
  • Provide a monthly report to the Executive Board on all activities related to her duties including income and expenses.
  • Schedule with the Activities Coordinator room reservations for events planned.
  • Coordinate with the Activities Coordinator and the Director of Programs for scheduling of the fundraising activities.
  • Coordinate with the Decorations Coordinator for decorating needs for the planned activities.
  • Attend all Executive Board meetings.
  • Revise and maintain the Director of Charitable Fundraising’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

Section 9: The Director of Programs shall:

  • Oversee and coordinate Program volunteers.
  • Work with the Programs Committee and the Executive Board to design and implement a series of programs, luncheons, and small group activities that meet the needs of TWOQC members and that are consistent with the Mission of TWOQC.
  • Establish and convene regular meetings of the Programs Committee.
  • Explore possibilities for luncheons, programs, small group activities, and virtual presentations for TWOQC membership.
  • Work with the Programs Committee and the Activities Coordinator to ascertain any associated fees and logistic requirements for scheduling events.
  • Present suggestions to the President for consideration by the Executive Board.
  • Attend Executive Board meetings and submit written Board Reports updating the activities of the Program Committee.
  • Work with the Webmaster and Director of Publicity to provide specific information about upcoming events as well as articles about completed events.
  • Comply with all financial procedures established by the Treasurer.
  • Keep a written record of all expenditures.
  • Prepare the Program Committee budget for the following year.
  • Attend meetings and events at the request of the President.
  • Maintain regular contact with Group Leaders of ongoing small groups to monitor their activities and to offer support where needed.
  • Solicit information from the Director of Membership about new members of TWOQC who express an interest in event planning when applicable.
  • Reach out to new members to invite them to join the Programs Committee when appropriate.
  • Post announcements of upcoming events on GroupWorks™.
  • Serve a hostess on Zoom meetings as needed for virtual events.
  • Assure the completion of all contracts necessary to facilitate programs.
  • Revise and maintain the Director of Program’s Standard Operating Procedures
  • Attend all Executive Board meetings.
  • Revise and maintain the Director of Program’s Standard Operating Procedures.
  • Be a full-time resident of Quail Creek.

ARTICLE VIII: PROJECTS AND COMMITTEES

Section 1. From time to time, projects will require skills of a uniquely qualified member of TWOQC and a designated back-up. These projects shall be overseen by a Project Coordinator appointed by the President. There are no term limits for Project Coordinators.

Section 1.a. Special projects may include:

  • Webmaster is responsible for maintaining the Organization’s website and managing Google products (Photos, Drive) and social media platform (Facebook).
  • Activities Coordinator shall coordinate all events at the Madera Clubhouse and other venues as requested by the Executive Board. She shall work closely with the Director of Programs, Director of Community Outreach, Director of Fundraising, and Decorations Coordinator for said events. She shall arrange room assignments for committee and Executive Board meetings. She shall meet with the President-Elect to complete and submit annual calendar and room request data in accordance with the POA requirement.
  • Photographer shall be responsible for taking photographs of officers and directors, committee chairs, and members for the website and taking photographs at official corporation functions for the permanent records of the corporation. She will coordinate with the Webmaster to post photographs to online photo albums.
  • Decorations Coordinator shall be responsible for decorations and celebratory preparations for special programs of the corporation. Coordinator shall establish a committee to assist with the decorations for events. She shall work within a budget established by the Executive Board and shall be reimbursed for all authorized expenses.
  • GroupWorks Administrator shall maintain the corporation’s GroupWorks™ page. In addition, she shall provide training to any member needing help with GroupWorks™. She shall work with the Director of Membership at the start of each year to upload the accurate list of members. From time to time, she shall create posts to members with tips on how to use GroupWorks™. She shall be the main contact with GroupWorks™ help staff as needed. The Administrator shall appoint a second Administrator as needed.

            Section 1.b. Any expenses incurred in conducting the work of the special projects shall be reimbursed by the Treasurer after approval of the President.

Section 1.c. The Project Coordinators may be invited to attend meetings of the Executive Board at the discretion of the President. They shall not be entitled to vote.

Section 1.d. Additional Project Coordinators may be appointed as needed at the discretion of the President.

Section 1.e. Projects may be retired when no longer deemed necessary or effective.

            Section 2: From time to time, the corporation shall create a Task Force for the purpose of supporting projects approved by the Executive Board. Such projects shall reflect the mission of the organization and may include philanthropy.

Section 2.1. Each Task Force shall have a Chair and Assistant Chair, if needed, appointed by the President. Said Chair(s) shall coordinate the Task Force’s efforts and shall provide periodic reports to the Executive Board.

Section 2.2. The Task Force Chair shall be responsible for providing a list of  members at the request of the President.

            Section 2.3. The Task Force Chair shall be responsible for creating a list of  procedures, a timeline for operations, and necessary forms for inclusion on  the organization’s secure website and training manual.

            Section 2.4. The Task Force Chair shall be responsible for operating within budget guidelines established by the Executive Board. The Task Force shall use the approved reimbursement and deposit forms for submission to the Treasurer in a timely manner. Further, the Task Force Chairs shall submit a monthly report on income and expenses to the Treasurer for her monthly report.

            Section 2.5. The Task Force shall not publish information about their   project without the approval of the President.

  Section 2.6. The Task Force may be retired when no longer deemed necessary or effective.

     Section 2.7. The Task Force Chairs shall attend meetings of the Executive Board at such times as necessary for their projects. They shall not be entitled to vote during said meetings.

ARTICLE IX: NOMINATION AND ELECTION OF OFFICERS

           Section 1. At the September General Membership meeting and through GroupWorks™, the President shall announce the appointment of a Nominating Committee consisting of no less than three (3) members, whose duty it is to nominate candidates for the respective open officer positions. No Executive Board member shall serve on the Nominating Committee and no member of said committee shall run for office in that election. It shall be the responsibility of the Nominating Committee to obtain written consent of those nominated.

Section 2. The following offices shall be elected in odd-numbered years and take office January 1st of the following even-numbered year.

  • President -Elect
  • Director of Publicity
  • Secretary
  • Director of Community Outreach

The following offices shall be elected in even-numbered years and take office January 1st of the following odd-numbered year.

  • President-Elect
  • Director of Membership
  • Treasurer
  • Director of Programs
  • Director of Charitable Fundraising

Section 3. To be eligible to serve as President-Elect, a nominee must be a member in good standing for a minimum of one year and demonstrate prior collaborative leadership experience.

Section 4. The Nominating Committee shall announce the proposed slate of officers at the annual membership gathering in October and send a general email announcement to the members immediately following the October meeting.

Section 4.1. In the event the Nominating Committee is unable to find a candidate for any of the above positions, except for the President-Elect, and there are no nominations for said position at the December membership meeting, the President shall appoint an individual to fill that position with ratification by the Executive Board.

Section 5. Additional nominations may be made from the floor at the November membership meeting.

Section 6. At least two (2) weeks prior to the December membership meeting, the proposed slate of officers shall be posted on the corporation’s GroupWorks™ and website.

Section 7. At the December membership meeting, only members in attendance shall vote for each open position. The candidate for each open position with the majority of the votes cast shall be deemed elected.

Section 8. In the case of a Special Election for President-Elect pursuant to Article VI, Section 4.b, above, President shall appoint a Nominating Committee as set out in this Article. The Committee shall announce the candidate(s) at the next scheduled General Membership meeting. The vote shall take place at the monthly meeting in the month following the announcements of candidate(s).

Section 9. In the event any of the membership meetings as referenced above are not held, the required announcements for the Nominating Committee and the candidates shall be through the corporation’s GroupWorks™.

Section 9.a. In the event the December General Membership meeting is not held, voting for the annual slate of officers shall be through electronic means sent to the membership in December.

Section 9.b. In the event of a Special Election, all announcements and voting shall take place as set out in this Section.

ARTICLE X: RESTRICTIONS

            Section 1. No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

Section 2. Notwithstanding any other provisions of these Bylaws,  the corporation shall not carry on any activities not permitted to be carried on (1) by a corporation exempt for federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future Federal Tax Code.

Section 3. Members of TWOQC shall not enter into a verbal or written contract to provide services to this organization without prior approval of the Executive Board. All contracts/agreements shall originate with the Executive Board. Any commitment for services or payment for such services shall not be honored without said approval.

Section 4. The Administration and Executive Board of Directors section of the website, womenqc.com, is password protected. The passwords shall be changed in January of each year. Those passwords shall only be shared with the Executive Board members and Coordinators appointed by the President pursuant to Article VIII above.

ARTICLE XI: DISSOLUTION

            Section 1: Upon termination or dissolution of TWOQC, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organization have a charitable purpose which, at least generally, includes a purpose similar to the termination or dissolving corporation.

The organization to receive the assets of TWOQC hereunder shall be selected by the discretion of a majority of the executive board of TWOQC and, if its members cannot agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against TWOQC by one (1) or more of its executive board which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court, upon a finding that this section is applicable, shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference, if practicable, to organizations located within the State of Arizona.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Arizona to be added to the general fund.

Section 2. No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set out in Article II, above.

ARTICLE XII: AMENDMENTS

Section 1. The Bylaws shall be amended by a majority vote of the Executive Board.

Section 2. The Bylaws shall be reviewed and revised as needed.

ARTICLE XI: PARLIAMENTARY AUTHORITY

            Section 1. Robert Rules of Order shall be the authority for all questions of parliamentary law unless in conflict with these Bylaws.

Approved and adopted by the Executive Board of The Women of Quail Creek on November 12, 2021.


Download approved 2021 BYLAWS (PDF format).

November 2021 – Approved and adopted by the Exec. Board of TWOQC on November 12, 2021.
January 2021 – Board voted on language changes and additions at the Board Meeting. (Diane Gordon)
March 2020 – Mission Statement, adopted by the Board per Diane Quinn (2020 President) via email on March 10, 2020.
February 2020 – Mission Statement, adopted by the Board at a meeting on February 11, will serve as a framework for our goals through at least 2022.
December 2019 – Board voted on and approved addition to Article VII (Nomination and Election of Officers), added 1/7/2020.
March 2019 – Board voted on and approved additional section to Article VIII (Restrictions), added 4/15/2019.

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