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The name of this organization shall be the UCSB Professional Women's Association.

The purposes of this Association are:

1. To develop awareness among faculty, staff and other campus constituencies of the contributions of women to the mission of UCSB;
2. To provide activities and support other campus constituencies that contribute to the advancement of women at UCSB;
3. To serve as a networking and communications channel among women employees at UCSB; and
4. To provide a forum to influence decisions on campus and community issues that affect women at UCSB.

Membership in this Association shall be open to all interested UC students, alumni, employees and retirees of UCSB and the University of California as well as their family members and partners. Membership shall become effective upon payment of the annual membership dues. Voting members shall be those members who are currently faculty, staff or registered students at UCSB. The membership year shall be July 1 to June 30 inclusive. Members wishing their names to be dropped from the rosters should indicate this in a memorandum directed to the Chair of the Membership Committee. The membership roster shall be accessible by request to members only unless otherwise permitted by University policies regarding access to records.

The dues shall be set annually by the Steering Committee. Dues are due and payable on July 1. Members not paying their dues within 90 days of the annual due date shall be dropped from the membership roster. Individuals may join the Association at any time; however, there shall be no partial-year dues.

Section 1. The officers of the Association shall be the President(s), Vice President(s), Secretary(s), Treasurer, and the immediate Past President(s). These officers shall be members elected by ballot of voting members. These officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the Association.

Section 2. The term of office for all officers shall be one (1) year, commencing July 1 of each year. No member shall hold the same office for more than two (2) consecutive terms.

Section 3. The Vice Chancellor for Institutional Advancement (or designee) and the head of the sponsoring department(s) (or designee) are ex officio voting members of the governing body.

Section 1. The immediate past President(s) shall serve as chair of the Nominations and Elections Committee. At the regular Steering Committee meeting in March, the Committee shall appoint a Nominations and Elections Committee for the purpose of conducting the election of officers for the following year. The Nominations and Elections Committee shall consist of three Association members, none of whom shall run for an office.

Section 2. The Nominations and Elections Committee chair shall propose nomination and election procedures to the Steering Committee for final approval.

Section 3. The Nominations and Elections Committee chair shall solicit officer nominations from the membership; shall present to the Steering Committee at the April meeting a list of candidates who have agreed to run for office; shall notify the voting membership of the candidates; shall establish a deadline for submitting absentee ballots (generally five to ten days prior to the annual membership meeting); shall advise the voting membership of procedures for voting by absentee ballot; shall prepare ballots.

Section 4. Absentee ballots shall be collected and held in confidence by the Nominations and Elections Committee chair. Absentee ballots shall be counted on the morning of the annual meeting, and results shall remain confidential until the general election is concluded. Elections shall be finalized by personal ballot at the general membership meeting. A majority vote of the voting membership based on the absentee ballots plus the ballots cast at the annual membership meeting shall constitute an election. In the event of a tie vote, a run-off election will be held during the general membership meeting, and a majority vote of the voting membership present shall conclude the election.

Section 1. An office may be held by a single individual or by two individuals who shall share the title and responsibilities, (e.g. co-Presidents) with the exception of Treasurer. The Nominations and Elections Committee shall recommend to the Steering Committee, prior to the general membership meeting, whether one or more offices should be filled by co-officers.

Section 2. The President or co-Presidents shall, in consultation with the Steering Committee, serve as the official spokesperson for the Association or shall delegate this function to other Association members; shall preside at all meetings or designate an alternate; shall be a voting ex officio member of all standing committees; shall represent the Association on all UCSB committees and councils when asked to do so or shall designate another appropriate member to serve instead; shall provide the UCSB Office of Community Relations with an annual financial and programmatic report at the beginning and close of each fiscal year. The President or one of the co-Presidents shall cosign with the Treasurer all orders for disbursement of funds over the amount of $1,000.

Section 3. The Vice President or co-Vice Presidents shall serve as President-elect; shall serve as Professional Development Conference Coordinator(s), providing guidance and direction to the standing committee chairs; shall coordinate special projects; and shall, in the absence of the President(s), perform the duties of and exercise the powers of the President(s); and, upon resignation of the President(s), shall assume the office of President for the unexpired term.

Section 4. The Secretary or co-Secretaries shall prepare and distribute meeting announcements and agendas and keep minutes of all general membership and Steering Committee meetings. A copy of all minutes will be sent to each Steering Committee member and a copy shall be made available to members on request. The Secretary(s) shall be responsible for maintenance and dissemination of information on the listserv. In the absence of the Treasurer, the Secretary(s) shall assume the duties of the Treasurer.

Section 5. The Treasurer shall receive all monies belonging to the Association, authorize all invoices for payment, maintain accurate accounts of receipts and disbursements of funds, and report monthly to the Steering Committee on the financial status of the Association. In the absence of the Secretary(s), the Treasurer shall assume the duties of the Secretary(s). Any disbursements over the amount of $1,000 must bear the signatures of the Treasurer and the President (or one of the co-Presidents).

The Treasurer, the University Auditor and/or UCSB Internal Audit shall be authorized to receive, from any financial institution with which the organization maintains accounts, any information, records, or photocopies of transactions relating to the accounts as the University may at any time request from the financial institution.

Section 6. In the event of a resignation of a co-officer, the remaining co-officer shall assume full responsibility for the office. Vacancies occurring in the offices of Vice President, Secretary, and Treasurer shall be filled for the unexpired term by the person receiving the next highest number of votes cast for that office in the immediately preceding election. Should there be no eligible candidates for a vacancy, the Steering Committee shall, by a vote of three-fourths of the committee members, elect a new officer for the unexpired term of office.

Section 7. The Executive Committee shall consist of the officers and the Vice Chancellor for Institutional Advancement (or designee) and the head of the sponsoring department(s) (or designee). It shall appoint the chairs of the Standing Committees, the Parliamentarian, and an individual to independently reconcile the general ledger of the organization's agency account with the records maintained by the Treasurer and the Chair of the Membership Committee. It shall address organizational concerns that are not within the purview of the Steering Committee.

Section 8. The Steering Committee shall consist of the officers, the Parliamentarian, standing committee chairs, the Vice Chancellor for Institutional Advancement (or designee) and the head of the sponsoring department(s) (or designee). It shall provide general direction to the affairs of the Association; shall articulate the official or public positions representing the Association; shall set the date for the annual membership meeting; shall appoint representatives of the Association to other organizations; and shall be responsible for administering the policies and programs authorized by the Association, which can include butr are not limited to maintaining the web site and producing newsletters.

Section 9. The Parliamentarian shall be appointed by the Executive Committee; shall serve as parliamentarian at all meetings of the Steering Committee and the general membership; and shall review the Bylaws annually and recommend changes for consideration by the membership.

Section 10. The immediate Past President or co-Past Presidents shall serve as chair of the Nominations and Elections Committee and shall act as historian.

Section 1.The Standing Committees shall be: Membership, Publicity, Program, Community Services and Recognition and Awards and Website Maintenance. Each Committee and any future committees approved by membership may have a Chair and Vice Chair or two Co-Chairs. Chairs (Co-Chairs) of the standing committees shall be appointed for a one-year term by the Executive Committee. Each Committee Chair(s) shall present a report of the committee's activities for the year at the annual membership meeting. If the Committee does not have an appointed Co-Chair, each Chair is authorized to appoint a vice-chair. If the Chair/Co-Chair is unable to attend, the remaining co-chair, or the Vice Chair, represents the standing committee at Steering Committee meetings.

Section 2. Special Committees may be created as needed.

Section 3. The Chair (Co-Chairs) of the Membership Committee shall issue receipts for dues; shall notify new members of the location of the Bylaws on the PWA website; shall keep an up-to-date roster of the membership; shall notify members in July of dues for the year approved by the Steering Committee; shall chair an annual membership drive; shall inform the Secretary of renewals and new memberships to update the listserv, and shall make monthly reports on membership to the Steering Committee and a report at the annual membership meeting.

Section 4. The Chair (Co-Chairs) of the Publicity Committee shall produce notices and announcements to publicize Association events; shall work with the UCSB Community Relations Office to promote the Association; and shall lend writing and editing expertise to all other chairs and officers in the production of Association correspondence and documents.

Section 5. The Chair (Co-Chairs) of the Program Committee shall research speaker and events arrangements. Speaker Arrangements: research possible speakers and events; presents speaker and event list to Steering Committee for approval; contact and make arrangements with speakers; escort and aid speakers through presentation; and officially thank the speaker on behalf of the Association. Events Arrangements: arrange room, food, audio and visual equipment and costs for any scheduled event; serve as official representative to the facility on the day of the event to monitor arrangements and services.

Section 6. The Chair (Co-Chairs) of the Community Services Committee shall research possible charitable/community service activities that the organization should participate in and/or support and shall organize community service related activities approved by the Steering Committee.

Section 7. The Chair (Co-Chairs) of the Recognition and Awards Committee shall coordinate the "Unsung Heroine Award" process including: development and publicity of the award program, selection of awardees, serving as a liaison for the committee, securing assistance from a variety of professionals for related publications and award presentations at the annual conference. The Chair will also research and recommend additional mechanisms and programs to recognize women on campus.

Section 1. An annual membership meeting shall be held in the spring (normally May or early June) for the purpose of electing Association officers for the next year and to conduct other such business as required by these Bylaws and as prescribed by the Steering Committee. The date, time and place for the annual membership meeting shall be set by the Steering Committee and the membership shall be notified thirty days prior to the meeting.

Section 2. Additional meetings of the membership may be scheduled. The date, time, and place of membership meetings shall be set by the Steering Committee and the membership shall be notified fifteen days prior to the meeting.

Section 3. The Steering Committee shall meet no less than monthly on days to be determined by the Committee at the initial meeting which shall be held no later than August 1. Any meeting of the Steering Committee with the exception of the regular monthly meeting may be held by any means of electronic communication including electronic mail or teleconference, by which all persons entitled to participate in the meeting are able to participate fully in the discussions and voting of the meeting.

Section 4. Emergency meetings of the Steering Committee shall be called by the President within forty-eight hours upon request of two or more members of the Committee.

Section 5. Any member of the Association may attend Steering Committee meetings.

Section 1. In order to further the goals and objectives of the Association, members may serve, as appropriate, on other UCSB committees or as delegates to such organizations to further the purpose of the Association. Representatives shall be solicited from the membership and appointed by the Steering Committee.

Section 2. No person shall represent herself/himself as a representative of the Association or as speaking for the Association unless authorized to do so in accordance with these Bylaws.

Section 3. Joint sponsorship of activities with other organizations shall be approved by the Steering Committee. In general, co-sponsorship will consist of providing the Association's name and membership list or mailing labels for purposes of publicity.

Those members of the Association present at any scheduled meeting of the membership shall constitute a quorum of that body; a majority of the members of each of the committees will constitute a quorum for the Steering Committee and the standing committees. Ex-officio members of a committee shall not be counted when determining if a quorum is present for a committee meeting. A simple majority vote of those members present at any meeting shall constitute approval. Voting by proxy shall not be allowed.

The Association's fiscal year shall be from July 1 to June 30 inclusive.

The "Standard Code of Parliamentary Procedure" shall govern the UCSB Professional Women's Association, its Steering Committee, and other committees in all cases to which it is applicable and insofar as it is consistent with these Bylaws.

These Bylaws may be amended by a two-thirds vote of the voting members present at any scheduled membership meeting, provided a copy of the proposed amendment shall have been made available to every voting member at least ten days before it is voted upon. Amendments to the Bylaws are subject to approval by the Vice Chancellor-Institutional Advancement in consultation with the General Counsel of The Regents.

Upon dissolution of the Professional Women's Association all of its assets shall be transferred within three (3) months to The Regents or the Campus Foundation, as designated by the Chancellor, for purposes consistent with the terms of the individual gifts and purposes designated in these bylaws.