By-Laws (May 2001)

I.    MISSION STATEMENT 

This organization shall be known as the Macaé International Women's Club.

 The purpose of this organization is:

       1.  To seek out and offer friendship, guidance and service to women
            establishing residence in Macaé and surrounding areas.

       2.  To provide opportunities for charitable activities and humanitarian
            assistance to our community.
 

II.     DUTIES OF THE OFFICERS 

         ELECTED OFFICERS

 1.     President
         A.   Prepare agenda for and chair Business Meetings.
         B.   Preside over Monthly General Meetings.
         C.   Oversee other Officers in their duties.
         D.   Prepare, with the other elected Officers, an "End of the Year Report"
               and a summary of MIWC activities for the year.
         E.   Cast the tie breaking vote in the event of equal votes.
         F.   Represent the organization whenever called upon to do so.
         G.   Attend all General and Business meetings.

 2.     First Vice President
         A.   Oversee the publication and distribution of the MIWC Newsletter
               with the help of the Newsletter Publishing Committee.
         B.   Act as President when the President is not available.
         C.   Maintain, in good order, the MIWC newsletter files to be handed over
               to the President in December.
         D.   Attend all General and Business Meetings.

 3.     Second Vice President
         A.   Act as President when the President and First Vice President are not
               available.
         B.   Organize and set-up monthly Social Meetings.
         C.   Schedule speakers, when and if available, and provide thank you gift.
         D.   Solicit volunteers or appoint chairmen for various MIWC activities.
         E.   Will collect receipts from all activities/events to submit to the
               Treasurer for reimbursement to individual members.
         F.   Attend all General and Business Meetings.

 4.     Secretary
         A.  Take minutes during Business Meetings.
         B.   Keep a file of minutes and correspondence.
         C.   Handle all correspondence as directed by the President.
         D.   Keep photo album recording MIWC events.
         E.   Attend all General and Business Meetings.

 5.     Treasurer
         A.   Keep accurate and timely financial records, according to acceptable
               accounting and legal standards.
         B.   Record all monies and disburse funds as directed by the MIWC
               Board.
         C.   Render an account of all receipts and expenditures at each Business
               Meeting and on other occasions when requested.
         D.   Attend all General and Business Meetings.

 6.     Membership
         A.   Collect annual dues and issue receipts for all dues received.
         B.   Maintain the MIWC Membership Directory and phone list, and publish
               as appropriate.
         C.   Maintain Newcomers Books by updating when necessary and making
               copies as needed.
         D.   Maintain Membership sign-in sheets.
         E.   Contact and assist newcomers in their orientation to Macaé and
               provide information on the MIWC.
         F.   Attend all General and Business Meetings.

 7.     Parliamentarian
         A.   Organizes Nominating Committee for election of board members for
               the following year.
               1.   Selects up to 4 non-board members for committee and
                     receives nominations for potential candidates.
               2.   Publishes candidate’s names in the October newsletter to be
                     voted on by secret ballot in the November general meeting.
         B.   Give rules as written in the MIWC By-Laws and advice when
               necessary.
         C.   Maintains and enforces By-Laws.
         D.   Informs members of all changes to the By-Laws via the newsletter
               and oversees voting at the monthly general meeting.
         E.   Attend all General and Business Meetings. 
 

III.      ELECTION OF OFFICERS

         1.   Each board member of the MIWC will hold office for a one-year term, to begin on January 1st, and run until December 31st of the same calendar year, constituting one MIWC year.

         2.   The list of nominees provided by the Nominating Committee will be published in the October newsletter.

         3.   The election will be held at the November Monthly General Meeting
               by secret ballot.

         4.   If a candidate for office is unopposed, election may be by
               acclamation.

         5.   There will be a joint meeting of out-going and in-coming officers by the end of December of each year, at which time the end of the year reports, information and records will change hands from the current to the incoming President. 
 

IV.      SUBSCRIPTIONS/DUES

         1.   Annual dues, payable by no later than February 28, will be the
               amount as established by the Membership.

         2.   A recommended amount of dues shall be announced in the January
               newsletter and a vote of approval called for in the January General
               Meeting. If the recommended amount of dues is not approved by the
               majority of the Members in good standing present, the amount will
               be revised and re-introduced at the next monthly meeting until the
               majority of Members in good standing grant approval.

         3.   Beginning July 1, new members will pay 50% of the dues for that calendar year.

         4.   Dues will not change throughout the year unless deemed necessary by the Board. At this time, the new proposed amount will be published in the upcoming newsletter to be voted on by the members in good standing.

         5.   Dues collected will make up the MIWC treasury.  
 

V.     AMENDMENT TO BY-LAWS

         1.   Individual members may propose amendments to the By-Law by submitting them in writing to the Parliamentarian who shall then present them to the board to be considered.

         2.   The Board may make modifications to the proposed amendments if considered appropriate.

         3.   The proposed amendments will then be published in the next
               newsletter.

         4.   Voting on the proposed amendments shall take place at the 1st General Meeting following the publication of the proposed amendments. Acceptance of the proposed amendments will require a 2/3 majority of those members who vote. 
 

VI.    FILES AND RECORDS

         All files and records to be handed over to the President in December. 
 

VII.    CHARITY 

The Club may engage in fundraising activities for charitable purposes as approved by the Executive Board and may collaborate with other groups and societies for this objective.
 

 STANDING RULES 

I.       EXECUTIVE BOARD

         1.   The Executive Board will consist of 7 elected members: a President,
               a Vice President, a Second Vice President, a Treasurer, A Secretary,
               a Membership Secretary, and a Parliamentarian.

         2.   Any Executive Board member, exclusive of the President, who will be  temporarily unable to perform the duties of her office shall, at the Business meeting previous to her absence, announce the name of the member who, with prior approval of the President, has agreed to perform her duties and will deliver all necessary records to her at that time.

         3.   Can appoint Chairwomen for committees as they deem necessary.

         4.   Only members of the Executive Board may attend board meetings.

         5.   Each board member shall attend as many MIWC events as possible throughout the year. 
 

II.      MEETINGS

         1.   A Monthly General Meeting will be held on the last Thursday of each
               month.
               Introduction of new members will be made.

         2.   The dates, times and location for Business and General Meetings will
               be published in the MIWC Newsletter.

         3.   Protocol for conducting business will be based on established
              parliamentary guidelines as guided by the Parliamentarian.

         4.   Sales of products or services will not be permitted at any of the
               organization's meeting places without the approval of the Executive
               Board.

         5.   There shall be no charges for any classes offered, other than for refreshments, material, or expenses incurred.

         6.   Business meetings will be held once a month. The order of business
               will be:
               A.      Call to order
               B.      Approval of the minutes of the previous meeting
               C.      Treasurer shall render an account of all receipts and
                        expenditures
               D.      Committee Reports (if applicable)
               E.      Old business
               F.      New business
               G.      Adjournment by the President
 

III.     MEMBERSHIP

         1.   Newcomers and guests may attend one MIWC Monthly General' Meeting without paying dues and becoming members.

         2.   Paid up memberships of MIWC
               A. Will receive a MIWC Newsletter
               B. Attend Social Meetings
               C. Participate in MIWC sponsored activities

         3.   Effective January 1, 1998, membership in MIWC will be open to local
               and expatriate persons living in Macaé and surrounding cities.  
 

IV.      ANNUAL BUDGET

         1.   The proposed Budget shall be published in the MIWC Newsletter
               before it is presented at the January General Meeting.

         2.   The proposed Budget must be approved by a majority of the
               membership in good standing present.

         3.   Should the proposed Budget not be approved, the elected board shall
               prepare and resubmit a new budget to the MIWC membership until
               such time as it is approved by a two thirds majority of the paid up
              members present.
 

V.      MIWC FUNDS

         1.   Any disbursement of MIWC Funds over and above the budgeted
               amounts can only be authorized by the MIWC President and the
               Treasurer.

         2.   Any and all MIWC Funds remaining in the Treasury at the end of the
               Club year shall be handed over to the incoming Board.

         3.   MIWC Funds may be budgeted for MIWC Sponsored events.

         4.   In the event of the budgeted amount not being used, the remaining funds must be returned to the Treasury.

         5.   In case a MIWC Sponsored event is cancelled, the funds must be returned to the Treasury.

         6.   Within 30 days of the event, all monies and a completed balance
               sheet will be submitted to the MIWC Treasurer.

         7.   Social activities are for the enjoyment of paid up MIWC members
               and their families.
               MIWC members and their families will receive first priority over non-
               members. Others attending these events might be subject to a
               charge as proposed by the Board.

         8.   Fundraising activities are for the benefit of MIWC and the funds
               derived from these activities must go into the MIWC Treasury.

         9.   Treasury funds may be used to purchase supplies necessary for the operation of the MIWC.

10. MIWC's name may not be used in conjunction with any event, activity, fundraiser or solicitation of funds without prior approval of a majority of the members of the MIWC Board.

11. MIWC events and the MIWC Newsletter are intended for the benefit and enjoyment of MIWC members and are available for solicitation or advertisement by businesses for a nominal fee established by the Board.

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