Article I. Name
The name of this national membership organization of women and men is “National Organization for Women, Inc.” (NOW).
Article II. Statement of Purpose
NOW’s purpose is to take action to bring women into full participation in the mainstream of American society now, exercising all privileges and responsibilities thereof in truly equal partnership with men. This purpose includes, but is not limited to, equal rights and responsibilities in all aspects of citizenship, public service, employment, education, and family life, and it includes freedom from discrimination because of race, ethnic origin, age, marital status, sexual preference/orientation, or parenthood.
Article III. Membership
Any person who subscribes to NOW’s purpose shall be eligible to become a member of NOW and upon payment of national dues shall be enrolled as a member, with all rights, privileges, and responsibilities thereof. All members of subunits of NOW must be members of the national organization. No person who subscribes to NOW’s purpose shall be excluded from membership, segregated, or otherwise discriminated against within the organization.
Article IV. Subunits
Section 1. Chapters
A. Members residing or working in a given state, county, municipality, or a regional or metropolitan area shall be encouraged to form a chapter, or members may join or form virtual chapters that are not tied to a geographic region. A chapter shall consist of no fewer than ten members, formulate bylaws consistent with these bylaws, convene and operate for the stated purpose of NOW, and elect its officers. Chapters shall be chartered by the national organization upon meeting these requirements.
B. Implementation of all virtual chapter bylaws changes shall be delayed. In the meantime, a taskforce of up to 15 NOW members, with a diverse experience of leadership and grassroots organizing within NOW, shall be appointed by the NOW President, with the advice and consent of the Board, to advise the Board on recommended policies and any necessary bylaws changes on virtual chapters and related matters.
C. The policies and programs of each chapter shall be defined by its members so long as such policies and programs are not contrary to those enacted by the national bylaws, National Conference or National Board.
D. Membership in a chapter and voting privileges in the election of chapter officers shall be open to all NOW members who meet the chapter dues and length-of-membership requirements, if any; provided however that members may be voting members of only one chapter. All persons elected to leadership positions in the chapter must be members of NOW.
E. The local, grassroots chapters are the building blocks of NOW, serving as the focus of feminist action.
Section 2. States
A. Each state and the District of Columbia, Puerto Rico, the Virgin Islands, Guam, American Samoa, and the Trust Territory of the Pacific Islands (hereinafter referred to as a state) which does not now have an existing state organization may apply to convene a state organization with the approval of a majority of the chapters or members of that state. States shall be convened and chartered upon meeting requirements set by the National Board or National Conference. States must continue to meet such requirements to maintain their state status, subject to the removal of their state charters in accordance with the procedures set forth in Article XIII, Section 2. State organizations shall convene chapters within their state, with the exception of virtual chapters, which shall be convened with the authorization of a national officer. If a state organization fails to approve or disapprove a convening request within 60 days, the national organization may convene the chapter.
B. The policies and programs of each state organization shall be defined by its members and chapters so long as such policies and programs are not contrary to those established by the national bylaws, National Conference or National Board.
C. Membership in state organizations and voting privileges in the election of state officers shall be open to all NOW members who meet the state dues and length-of-membership requirements, if any; provided however that members may be voting members of only one state organization. All persons elected to leadership positions in the state organization must be members of NOW.
D. In states without a state organization, that region’s Regional Director, in consultation with the regional Board members, may appoint a State Coordinator/President to serve until elections are held, not to exceed one year.
Section 3. Regions
A. There shall be regions, each of which shall elect National Board members (hereinafter referred to as Board members or, collectively, the Board or National Board) and shall formulate bylaws consistent with the national bylaws. The region’s bylaws specify, among other things, the method by which the National Board members from the region are to be elected. The region s bylaws shall be adopted by a majority vote of the members of the region present and voting at a regional conference.
B. The policies and programs of each region shall be defined by its members and states, so long as such policies and programs are not contrary to those enacted by the national bylaws, National Conference or National Board.
C. Membership in a region and voting privileges in the election of National Board members and other regional officers shall be open to all NOW members who meet the length-of-membership requirements set forth in Article VII, Section 5 hereof; provided however that members may be voting members of only one region. National Board members from each region shall be elected in accordance with Article VII, Section 5 hereof, and such other requirements for regional elections as may be proposed by the National Board and adopted by the National Conference. All persons elected to leadership positions in the region must be members of NOW.
Section 4. Affirmative Action
Subunits shall have an affirmative action plan aimed at increasing diversity of participation at all levels of NOW.
Article V. International Affiliates
The national organization may establish affiliates or may affiliate with existing organizations in other countries to promote feminism worldwide.
Article VI. Officers
The national officers may delegate such duties as may be necessary to allow them to implement the performance of their office, but they may not delegate their responsibility. The officers shall constitute the Executive Committee and be responsible at all times to the full National Board and to the members.
Section 1. Titles and Duties
A. President. There shall be a President who shall be salaried and shall be voting member of the National Board. The President shall be the principal spokesperson and chief executive and financial officer of the organization, shall call the meetings of the Board, the Executive Committee, and the National Conference and shall preside at these meetings. The President shall also serve as the Chair of the NOW PAC.
B. Vice President-Membership. There shall be a Vice President-Membership who shall be salaried and shall be a voting member of the National Board. The Vice President-Membership shall directly supervise the administrative staff, preside at all meetings in the absence of the President, maintain chapter and membership records and perform such other duties as may be delegated by the President and Board. The Vice President-Membership shall keep the minutes of the meetings of the Board, the Executive Committee and National Conference; shall be responsible for the general correspondence of the corporation; and shall be the custodian of the records. For corporate purposes, the Vice President-Membership shall be designated Secretary/Treasurer. The Vice President-Membership shall serve as the Treasurer of the NOW PAC.
C. Vice President-Action. There shall be a Vice President-Action who shall be salaried and shall be a voting member of the National Board. The Vice President-Action shall coordinate the national and chapter action programs, supervise the action program and government relations, and perform such other duties as may be delegated by the President and Board. The Vice President-Action shall serve as a member of the NOW PAC.
Section 2. Qualifications and Terms of Office
A. All national officers shall have been members of NOW for at least four years immediately prior to election and shall have served at least one year as a chapter or state officer or National Board member. Each term of office shall be four years and shall begin 30 days following the election at the National Conference. Four year terms shall begin with officer elections held in 1993. Each officer shall serve no more than two consecutive terms.
B. In the case of officers elected to fill a vacancy under Article XII, their partial terms shall not be considered in determining the term limitation.
C. In the case that a vice presidential officer vacancy occurs before the 2013 NOW election, the vacancy will not be filled and the remaining national officers shall re-delegate their duties to conform with Section 1. In the case of a vacancy of the President, the Vice President-Membership will assume that office, with the proviso that if a vacancy of the President occurs before the 2013 election, the Vice President-Executive will assume that office.
D. This bylaw will take effect with the 2013 elections or upon the resignation of any of the current officers.
Section 3. Executive Committee
The Executive Committee shall be composed of the national officers. Where action is necessary between meetings of the Board, the Executive Committee may act on behalf of the Board, provided that the action is consistent with existing NOW policy. The Executive Committee shall report all of its actions and decisions to the Board. A meeting of the Executive Committee shall be held only after adequate notice to all officers. The Executive Committee may meet by any means, such as a conference telephone call, which will allow the officers to confer as a body. A quorum of the Executive Committee shall be three officers.
Section 4. Nominations
Nominations for officers tickets shall be submitted to the Nominating Committee in writing together with an information sheet about each candidate on the ticket in accordance with Article IX, Section 1, B, provided that nothing in this shall be interpreted to require tickets for the election of national Board members in the regions. Each officer ticket submitted to the Committee must contain a nomination for every officer position. After the report of the Nominating Committee is given at the National Conference, nominations for additional officer tickets will be taken from the floor.
Section 5. Elections
One of the proposed officer tickets shall be elected by a majority vote of the duly credentialed delegates present whose preferences are counted in the final tally at the National Conference. If there are more than two officer tickets nominated preferential voting shall be used, and balloting shall be conducted according to the parliamentary authority prescribed in these bylaws.
Section 6. Salaries and Fees
A. The Board shall set the salaries of the paid officers for the next term, except that officers may not vote on matters of officers’ salaries.
B. All officers who receive honoraria as a result of their elected position shall remit to the NOW general fund one hundred percent of the said honoraria minus expenses.
Article VII. The National Board
Section 1. Composition
The National Board shall be composed of the national officers and the Board members elected by members of the regions.
Section 2. Duties and Powers
The Board shall manage the affairs and control the funds and property of the organization; approve all appointments; and adopt necessary rules and regulations, provided that none of the Board s actions shall conflict with or modify the actions or directives of the national Conference or be inconsistent with the purpose of the organization.
The Board shall develop and plan the action agenda, implement conference resolutions, and facilitate national actions and the exchange of information.
C. National Board members shall be responsible to present the concerns (including actions and programs) of the states and chapters within their regions to the National Board and to report National Board decisions to the states and chapters within their regions. Further duties of National Board members within their regions may be defined by their region’s bylaws and policies.
Section 3. Meetings
The Board shall meet at least three times each calendar year at the call of the President or at the request of one-fourth of the Board members. At least thirty days’ notice shall be given for regular meetings of the Board. At least seven days’ notice shall be given for special meetings.
Section 4. Regional Election of Board Members
A. There shall be nine Regions which shall be:
- Northeast – Maine, New Hampshire, Vermont, Massachusetts, Connecticut, New York, Rhode Island;
- Mid-Atlantic – New Jersey, Pennsylvania, Delaware, Maryland, District of Columbia, Virginia, West Virginia;
- Southeast – North Carolina, South Carolina, Georgia, Florida, Puerto Rico, Virgin Islands;
- Mid-South – Tennessee, Alabama, Mississippi, Arkansas, Louisiana;
- South Central – Texas, Oklahoma, New Mexico, Kansas, Colorado;
- Great Lakes – Michigan, Wisconsin, Ohio, Indiana, Illinois, Kentucky;
- Prairie States – Minnesota, Missouri, Iowa, North Dakota, South Dakota, Nebraska;
- Northwest – Washington, Alaska, Oregon, Montana, Idaho, Wyoming; and
- Southwest – California, Nevada, Utah, Arizona, Hawaii, Guam, American Samoa, Trust Territory of the Pacific Islands.
B. Based on the number of members within the region as defined in this section, each region shall be allocated (1) a number of Board seats; (2) a maximum number of Board members allowed from an individual state; and (3) the minimum number of Board seats which shall be filled by persons of color. The paid NOW membership on national records as of January 1 of the year in which the election of Board members is held shall be used to determine allocation of the Board seats.
1. Regions with 12,500 members or fewer shall be allocated three Board seats; no more than two Board members may come from any one state; a minimum of one Board seat shall be filled by a person of color.
2. Regions with at least 12,501 members and fewer than 25,001 members shall be allocated four Board seats; no more than two Board members may come from any one state; a minimum of one Board seat shall be filled by a person of color.
3. Regions with at least 25,001 members and fewer than 37,501 members shall be allocated five Board seats; no more than three Board members may come from any one state, except that no more than four shall be from the state of California; a minimum of two Board seats shall be filled by persons of color.
4. Regions with at least 37,501 members shall be allocated six Board seats; no more than four Board members may come from any one state; a minimum of two Board seats shall be filled by persons of color.
Section 5. Procedures and Standards for Elections in Regions
A. Any NOW member who has been a member in good standing for at least two years immediately prior to the date of election shall be eligible to serve on the National Board. Board members must remain residents of the region from which elected in order to remain on the Board.
B. All National Board members shall be elected at regional conferences at which all members of the region in good standing whose dues are received by the national organization or its appropriate subunits at least ninety days prior to the conference and who are present may vote.
Minimum procedures shall be:
- The National Board members must be elected by a majority of the votes cast. Preferential or cumulative voting is permissible. In preferential voting, Board members must be elected by a majority of preferences counted in the final tally.
- At least sixty days notice in an every-member NOW publication must be given of regional elections for National Board members.
- The site(s) of the conference must be chosen by a majority vote of the State Coordinators voting.
- The procedure for nominating National Board members in the regions shall be the same as that for nominating officers of the national organization. The State Coordinators in each region or their designees shall serve as the nominating committee for that region.
Regional elections shall be held in the month of March, April, or May of even-numbered years.
Section 6. Term of Office
A. National Board members elected in the regions shall hold office for a term of two years or until their successors are elected; except that Board members elected in 1983 shall serve three year terms until 1986. Subsequent terms shall be for two years.
B. Board members shall take office at the close of the National Conference in the year in which they are elected.
C. No Board members shall be eligible to serve more than two consecutive terms. In the case of Board members elected to fill a vacancy under Article XII, their partial term shal not be considered in determining the term limitation.
D. Any National Board member who is absent from three consecutive National Board meetings for which reimbursement is provided shall be automatically removed from the National Board without recourse to Article XIII, Section 2, Removals.
Section 7. Regional Directors
One National Board member from each region may be designated by the region to serve as the Regional Director of the region.
Article VIII. Membership Meetings
Section 1. National Conference
A. There shall be an annual meeting of the membership (hereinafter referred to as the National Conference or the Conference) which shall rotate through the regions and shall be held for the purpose of transacting the business of the organization.
B. The National Conference shall be the supreme governing body of NOW.
C. The Conference shall be held in the month of June or July, and at such other times as the membership may decide by written petition of ten percent of the membership or a majority vote of the National Board. The Board shall fix the exact date and place of the national Conference and give at least sixty days’ advance notice thereof in an every-member NOW publication. It shall make arrangements for hotel and meeting place accommodations and determine the Conference agenda.
D. In the even-numbered years, the National Conference shall include a special issue or constituency summit in the event that NOW Foundation does not sponsor such a summit.
E. The above changes adopted at the 2003 Conference shall take effect after the 2004 Conference.
F. No membership meeting at any level of NOW shall require NOW members in good standing to pay a registration fee or any other fee in order to participate in the business events or activities of said meeting. No distinction of any kind shall be drawn by the Conference or the Committee between those able to pay fees over and above basic dues and those unable to pay such fees.
Section 2. Voting Privileges
A. Only delegates in good standing whose dues are received by the national organization or its appropriate subunits at least ninety days prior to the Conference and who are duly registered and in attendance shall be eligible to vote at the Conference. Each delegate shall have one vote. Delegates shall be chosen from the chapters, with one delegate for the first ten members and one delegate for each additional thirty members or major fraction thereof. Alternates equal in number to one-fourth of the delegates in the chapter shall be elected and numbered according to the order in which they will be called upon to serve. Chapters shall elect at least one alternate. Members-at-large shall elect alternates on the same basis as chapters. Members-at-large shall elect one delegate for the first ten members and one delegate for each additional thirty members or major fraction thereof present and eligible to vote at a state conference. National officers, National Board members, and State Coordinators/Presidents shall be voting delegates at the NationalConference.
B. A Credentials Committee of at least six members shall be appointed by the President with the approval of the Board. The paid NOW membership on national records on the date 120 days before the national Conference shall be used to determine allocation of the delegates. The Credentials Committee shall notify the chapters and state organizations at least ninety days in advance of the National Conference of the number of delegates eligible from the chapter or state at-large membership. Chapters and states shall submit names of delegates to the Credentials Committee. Delegates’ names sent no fewer than thirty days before the first day of the National Conference shall be pre-credentialed.
C. Use of the unit rule is prohibited. There shall be no proxy voting.
D. A quorum shall be twenty-five percent of those members registered and eligible to vote as delegates and shall include one officer and two other National Board members.
Section 3. Participation in Conference
The National Conference shall be open to all NOW members. Only delegates shall be entitled to vote, but all NOW members shall be entitled to speak.
Article IX. Committees
Section 1. Nominating Committee for the Election of Officers
The members of the Nominating Committee shall be elected in their regions. There shall be one member from each region. The committee shall designate the chair from among its members.
The Nominating Committee shall not endorse an individual officer ticket but shall instead:
- Publicize and distribute in an every-member NOW publication information on the deadlines for submission of nominations and officer ticket information. These deadlines shall be set by the National Board in accordance with the schedules for printing the every-member NOW publication and Conference materials.
- Accept officer ticket nominations from members.
- Determine each nominee meets the qualifications as described in these bylaws.
- Provide uniform information sheets to be submitted by the officer tickets.
- Assume responsibility for the distribution of information on all eligible officer tickets.
- Publish and distribute officer ticket information in an every-member NOW publication at least thirty days before the Conference.
Section 2. Standing Committees of the National Board
A. There may be standing committees of the Board, which may include, but are not limited to, the following:
- Public Relations
- Finance and Budget
B. The members of the standing committees shall serve for the duration of the term of the administration under which they serve.
C. The standing committees shall report to the Board at regular intervals and to the membership at the annual Conference or through an every-member NOW publication.
D. The President shall designate the chair of each committee subject to the approval of the National Board.
E. The chair of a standing committee shall be any NOW member unless otherwise provided for in these bylaws.
F. The members of the standing committees shall be appointed by the Board.
G. The functions and duties of the standing committees shall be designated by the Board.
Section 3. Advisory Committee
There may be a National Advisory Committee appointed by the Board which shall consist of a chair appointed by the Board and not more than one-hundred NOW members who shall serve two years. The Advisory Committee shall be available to the Board for advice and consultation as requested and for assistance in fundraising. The chair shall be a non-voting member of the Board and shall serve for a term of two years, the completion of the term to be at the close of the National Conference in odd-numbered years.
Section 4. Special Committees of the National Board
There shall be other committees which do not have the authority of the Board for management of the corporation, but which may advise the Board, officers, and membership-at-large, or may perform such other duties as the Board, National Conference, or President may wish to assign. This will include a permanent task force of young feminists aged 30 or under to be appointed by the president with the advice and consent of the board to advise the Board of Directors and National Conference on matters of agenda, leadership recruitment and issue prioritization regarding young feminists in NOW.
Section 5. Committees to Implement Conference Resolutions
There shall be committees to implement Conference resolutions. Such committees can be established and their membership and direction be determined by the National Conference, the President, or the Board. Chairs of such committees shall be appointed by the President with the advice and consent of the Board. Chairs of such committees shall report to the Vice President-Action, who shall report to the Board and National Conference on implementation of Conference resolutions.
Section 6. Composition
Although a committee or task force may allow participation by non-NOW members in its activities, all positions of responsibility or decision making authority shall be held by current NOW members.
Article X. Finance
Section 1. Fiscal Year
The fiscal year shall begin January 1 and end December 31.
Section 2. Dues
A. Annual dues shall be paid on the anniversary date of the day on which the member joined. The amount of dues shall be set by a two-thirds vote of the Board, which shall establish regular and hardship dues. Any member whose dues are in arrears for one month following the anniversary date on which the membership was first recorded in the national records shall be dropped from membership rolls one month after the mailing of a warning notice that the membership has become delinquent.
B. Chapter members shall pay annual dues to the chapter Treasurer, who shall be responsible for forwarding state and national portions to the appropriate units at least monthly. At-large members shall pay annual dues to the national Treasurer, who shall be responsible for rebating the state portion to the appropriate state organization at least quarterly.
C. Notwithstanding the above, if the majority of chapters in a state concur, dues for any or all units of NOW may be collected by the state organization and forwarded to the appropriate unit at least monthly.
D. The membership of persons who remit national dues during a National Conference shall take effect upon adjournment of the Conference.
Section 3. National Budget
The Finance and Budget Committee shall prepare a proposed line-item budget for the fiscal year. The budget, after having been published in a NOW leadership mailing, shall be approved by a majority vote of the members of the Board present and voting at a meeting preceding the commencement of the fiscal year on January 1. After the budget is adopted, an abbreviated version will be printed in an every-member NOW publication. Review and revision of the budget may occur at any regular or special meeting of the Board by a majority vote of those present and voting, with subsequent notification to the membership indicating a summary of the revision and current financial experience to date.
Section 4. Audit
The results of every audit shall be available to the members upon request.
Article XI. Grievances
Grievance procedures shall be determined by the National Board.
Article XII. Vacancies
Section 1. President
In the event of a vacancy in the office of President, the Vice President-Executive shall immediately assume the office and duties of President.
Section 2. Other Officers
In the event of a vacancy in any other national office, the Board shall appoint any member of NOW who meets the criteria for elective office in the national organization. Officers so appointed shall take office within thirty days of the appointment.
Section 3. National Board Members Elected from the Regions
A. Vacancies in regionally elected National Board positions shall be filled by any member of that region who meets the criteria for national office and is elected by a vote of two-thirds of the State Coordinators and the remaining Board member(s) of that region.
B. The existence of a vacancy shall be consistent with the provision of Article VII, Section 4, B.
Article XIII. Recall and Removal
Section 1. Recall
A. National Board Members Elected in Regions.
A petition signed by ten percent of the membership of the region shall initiate the recall of a National Board member elected from that region. The petition shall designate either a Conference vote or a postal ballot as the method of recall. The National Board has the responsibility to carry out the mandate of the petition. In the case of a postal ballot, the voting procedures shall be in accordance with Robert’s Rules of Order Newly Revised.
1. A petition signed by ten percent of the NOW membership from each region shall be necessary to initiate the recall of a national officer. Recall charges shall be filed with the Vice President-Membership. Time for collecting signatures shall be no more than 120 days from the date of publication of charges in an every-member NOW publication. Petition signatures shall be filed with or mailed to the Vice President-Membership. Mailed petitions shall be postmarked no later than midnight of the 120th day.
2. Grounds for recall must be stated in writing and submitted to the Vice President-Membership. Stated grounds for recall must appear on each individual petition. Petitions shall be limited to no more than thirty signatures per page.
3. A petition containing the required number of signatures, after having been filed with the Vice President-Membership, shall be certified by the VP-Membership within fourteen calendar days. Both the officer subject to recall and the person(s) filing the signatures shall be notified in writing of the status of the recall petition by the Vice President-Membership within three days of the date of certification or failure thereof. The required number of signatures shall be determined by the total national membership at the time of the National Conference prior to the date of the filing of recall charges with the Vice President-Membership. After certification, recall notice must be published in the next every-member NOW publication.
4. The original filing of charges and each petition shall designate a postal ballot as the method of recall so long as the recall vote shall be in accordance with the procedures for election. In case of a postal ballot, voting procedures shall be in accordance with Robert’s Rules of Order Newly Revised. The National Board has the responsibility to carry out the mandate of the petition.
5. The postal ballot shall be mailed to all delegates elected to attend the prior national Conference. The recall vote shall be approved by an absolute majority of delegates. The time for delegates to return ballots shall be no more than seventeen calendar days.
6. Under no circumstances shall the time for recall extend beyond ninety days after the date the recall signatures have been certified by the Vice President-Membership.
Section 2. Removals
After notice and opportunity for a hearing, the National Board, by a two-thirds vote of its actual membership, may remove any officer, Board member, chapter charter, or membership if the Board determines the actions in question are contrary to the purposes of NOW and injurious to the organization.
Article XIV. Amendments
Section 1. National Conference
These bylaws may be amended by a three-fifths vote at the national Conference, provided that:
A. The amendment is proposed by either a majority vote of the National Board, 500 members, two state organizations, or fifty chapters.
B. The proposed amendment is submitted to the Board at least 120 days in advance of the national Conference for publication in an every-member NOW publication.
C. The existent bylaw plus the proposed amendment is published in an every-member NOW publication at least sixty days prior to the meeting of the National Conference.
Section 2. Postal Ballot
These Bylaws may be amended by a referendum of postal ballots in which a majority of the valid returned ballots show approval of the change, provided that:
A. The amendment has been proposed by either a majority vote of the National Conference, the majority of the Board, 2,000 members, seventeen state organizations, or one hundred-fifty chapters.
B. At least sixty days before the mailing of the ballots, an announcement is made in an every-member NOW publication, including the existent bylaw, the proposed amendment, and pro and con arguments written by representatives of opposing sides.
C.The above announcement is repeated in the ballot mailing.
Section 3. Publication of Amendments
The National Board shall print in an every-member NOW publication announcements of all amendments submitted to it within proper deadlines by proper bodies as defined in Sections 1 and 2 above.
Article XV. Parliamentary Authority
Except as herein provided, all proceedings of NOW shall be governed by Robert’s Rules of Order Newly Revised.
Article XVI. Dissolution
Section 1. Method
The corporation may be dissolved in the following manner: A petition for dissolution signed by ten percent of the members of each of a minimum of fifteen chapters from at least ten states shall be submitted to the National Board and a postal ballot to dissolve shall be sent to all members and shall require a two-thirds vote of those valid returned ballots to uphold the petition to dissolve.
Section 2. Disposition of Assets
Upon the dissolution of the organization, the National Board shall, after paying or making provisions for payment of all liabilities of the corporation, dispose of all the assets in a manner appropriate to that purpose or to such organization or organizations as shall at the time qualify as devoted to the purpose of NOW.