ARTICLE I: Name
The name of this organization is Thursday Morning Dialogue, a sister chapter of the founding organization, Wednesday Morning Dialogue.

ARTICLE II: Purpose
The purpose of this organization 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 and to exchange ideas on topics of mutual interest; to promote among them friendship, understanding and a state of cooperation.

ARTICLE III: Policies
Section 1. This organization shall be nonsectarian, nonpartisan, and nonprofit.
Section 2. No part of the funds of the Thursday Morning Dialogue shall inure to the benefit of any private individual or organization member.

ARTICLE IV: Membership
Section 1. Membership in this organization shall be open to all qualified women residing or working in San Mateo or Santa Clara or San Francisco or Santa Cruz County who subscribe to the objectives of this organization. Active members in this organization shall not exceed one hundred (100) in number.
Section 2. Potential new members must be nominated by two existing members and each existing member shall only be able to sponsor one member per year. Exceptions to this policy may be made by the Executive Committee.
Section 3. A proposal for membership shall be submitted to the Board of Directors.
Section 4. New members will be determined by a vote of the Board of Directors who will strive for a balance of members consistent with the purpose and variety of experience and accomplishment described in these bylaws. Consideration will be given to the candidate’s length and variety of occupational experience, service to the community, contributions to profession or field, and other evidence of accomplishment. Newly admitted members will be asked to submit dues for membership and will be provided with a copy of the Bylaws and a membership directory.

ARTICLE V: Dues
Section 1. Annual dues will be determined by the Board of Directors on an annual basis and will include the cost of all breakfasts and administrative costs for the year. Honorary members and members “on leave”, as well as guests of members shall pay for breakfast at the door.
Section 2. The fiscal and membership year shall be from January 1 through December 31. Dues are payable within thirty (30) days of the acceptance to membership and, thereafter, annually during the first thirty (30) days of January and are delinquent thereafter. Members whose dues are not paid may not attend the breakfast meetings until the dues are paid and may be subject to termination for failure to pay by February 28th of any year.

ARTICLE VI: Attendance
Section 1. Any member who is absent from three successive meetings without having presented a valid excuse in advance or from fifty percent (50%) or more of the meetings during any twelve (12) month period, regardless of excuses, is not in compliance with the Bylaws. A member may then submit a written explanation of absence to the Board for consideration and continuance of membership. If this is denied or written request is not submitted by said member, membership will be considered terminated and said member shall be so notified by the Board.
Section 2. The resignation of any member shall become effective upon written notice to the President or Secretary of the organization.

ARTICLE VII: Officers and Directors
Section 1. The officers and directors of Thursday Morning Dialogue shall be the president, vice president, secretary, treasurer, past president, membership chairperson, speaker chairperson, social chairperson, and web chairperson.
Section 2. The term of office of officers and directors shall be from February 1st to January 31st of the following year.

ARTICLE VIII: Duties of Officers and Directors
Section 1. The President shall be the principal officer of this organization and shall:
a) Preside at all meetings of the organization and Board of Directors.
b) Appoint all committees, with the approval of the Board of Directors.
c) Perform such other duties as usually pertain to that office.
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) Serve in such capacities as assigned by the President.
Section 3. The Secretary shall:
a) Give notice of all meetings and keep minutes of all meetings, proceedings, and actions by the Board, and actions at members’ meetings; receive minutes from committees of the Board.
b) Keep a list of the names, addresses and occupations of all members.
Section 4. The Treasurer shall:
a) Collect dues and have charge of all monies of the organization.
b) Pay all bills upon the authorization of the Board of Directors.
c) Keep an itemized record, in a permanent file, of all receipts and expenditures.
d) Arrange for a regular meeting site.
e) Notify the Board of members who may be violating the attendance requirements set forth in Article VI.
f) Present a budget for the forthcoming year and a financial statement for the preceding year at the meeting to elect members.
Section 5. The Past President shall:
a) Assist the Board in providing continuity.
b) Serve as the chairperson of the nominating committee for selection of officers and directors. Two non-Board members shall be appointed by the board to serve as the nominating committee.
c) Serve in such other capacities as assigned by the President.
Section 6. The Membership Chairperson shall:
a) Oversee procedures for nomination and election of new members.
b) Update the membership roster once a year.
Section 7. The Speaker Chairperson shall:
a) Provide, in consultation with the Board of Directors, speakers for the monthly membership meetings.
b) Write thank you notes to speakers.
Section 8. The Social Chairperson shall:
Arrange, in consultation with the Board of Directors, social events for the club membership on an approximately quarterly basis.
Section 9. The Web Chairperson shall:
Manage and keep up-to-date, in consultation with the Board of Directors, the organization’s website and maintain the domain registration for the organization.

ARTICLE IX: Board of Directors
Section 1. The elected officers, the immediate past president, and committee chairpersons shall constitute the Board of Directors of this organization.
Section 2. The Board of Directors shall be responsible for guiding the organization according to the Bylaws. It shall authorize or ratify all expenditures consistent with the policies of the organization; hold a regular or special meeting at least once every three (3) months at such times and places as the president shall determine; designate the depository of funds of the organization; pass upon all candidates for membership; initiate, consider or reject resolutions of endorsement of any project within the scope of the objectives of the organization.
Section 3. Should any director or officer be absent from three (3) successive noticed meetings of the Board of Directors, without consent of the president, the Board of Directors may declare the office of said officer or director vacant, by motion to that effect, whereupon the Board shall have the power to fill that office.
Section 4. Should an office become vacant through the resignation of any officer or director, the Board of Directors shall have the power to elect an officer or director to fill the unexpired term of that office.

ARTICLE X: Elections
Section 1. Officers and directors shall be elected at the January meeting and shall take office at the regular meeting in February. A single slate shall be presented and the election shall be held by voice vote unless a nomination is made from the floor for a particular office or position in which case such contested office or position shall be voted upon by written ballot.
Section 2. A majority of all votes cast for a particular office or position shall constitute an election.
Section 3. Vacancies in elective offices, other than as might be provided by these Bylaws, shall be filled for the unexpired term by the Board of Directors.

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

ARTICLE XII: Meetings
Section 1. Regular meetings shall be held on the last Thursday of each month, commencing at 7:30 a.m. and adjourning at 9:00 a.m. In the event of a legal holiday falling on the regular meeting date, or any other unforeseen circumstances preventing a meeting, an alternate date shall be established at the discretion of the Board of Directors.
Section 2. The place of regular or special meetings shall be designated by the Board of Directors.
Section 3. Members may bring no more than two (2) guests to meetings, without consent of the president, at which a speaker has been invited and no guests to a meeting designated solely for the membership itself.
Section 4. A special meeting of the members may be called at any time by the Board of Directors, or by the President, or by twenty percent (20%) or more of the members by at least ten (10) days written or telephonic notice to the membership attending forth the purpose of the special meeting. An affidavit of the method of notice shall be filed with the secretary and kept in the organization’s minute book. No business other than that noticed may be transacted at a special meeting.

ARTICLE XIII: On Leave Policy
Any member may be eligible for a twelve (12) month leave of absence from the membership year for business or personal reasons subject to Board review and approval. Upon approval, no dues will be collected for that year. However, if requested, the “on leave” member may receive notices of meetings and may attend no more than three (3) regular monthly meetings. Any “on leave” member attending a monthly meeting must make a reservation and pay for her breakfast attendance.

ARTICLE XIV: Organization’s Mark
The Board of Directors may design, approve, and designate a mark for this organization which is hereby copyrighted. The Board shall prescribe the uses to which such a mark may be put by the members.

ARTICLE XV: Amendments
In order to amend these Bylaws, the following steps must be followed:
Section 1. All proposed amendments of these Bylaws shall be presented to the Board of Directors prior to presentation to the membership.
Section 2. Proposed amendments shall be sent in writing to every member at least ten (10) days before they are to be voted upon. The Board shall make recommendations to the membership regarding proposed amendments.
Section 3. A two-thirds vote of the members present and voting at any regular meeting is required to amend these Bylaws.