ARTICLE I - NAME
The name of this organization is the Society of Gender Professionals (SGP), hereinafter referred to as “the Society.”
ARTICLE II - PURPOSES
The Society of Gender Professionals (SGP) is a non-profit organization of gender practitioners, academics, and activists dedicated to promoting feminist action and applied research, and raising the profile of gender expertise around the world.
The Society’s specific purposes are to:
- Promote the development of intersectional gender expertise for professional practice;
- Strengthen connections between gender theory, policy, and practice;
- Support member collaboration, network-building, mentoring, and leadership;
- Foster the production and dissemination of applied gender research;
- Provide a platform for the exchange of gender information and resources; and
- Advance gender equality in member communities through coordinated feminist action.
ARTICLE III – MEMBERSHIP
Section A. Qualifications
Membership is open to all persons who share, accept, and support the Society’s Purposes, subject to such other rules for eligibility as approved by the Secretariat.
Section B. Member Classifications
Membership is open to individuals only, who must be in good standing with the Society.
Section C. Good Standing
Members in good standing are those who are subscribed as Members on the Society’s website and who share, accept and support the Purposes of the Society.
Section D. Privileges of Membership
All individual Members in good standing have the following rights and privileges:
- Vote, as outlined in Section H;
- Serve as an elected officer, as a member and/or co-chair of Committees or other administrative groups such as task forces, and as a member and/or lead of an SGP Circle;
- Receive all regular publications of and be included in all electronic lists run by the Society;
- Access all journals and any other resources provided by the Society;
- Access the Society’s online membership database and any online forums;
- Attend all open Membership and Committee meetings and provide general advice and input to the Secretariat and Committee co-chairs;
- Receive a member rate when participating in events for which the Society charges a fee; and
- Additional benefits and services provided by the Society as approved by the Secretariat.
Section E. Fees and Dues
Dues are flexible and determined by individual Members. Other fees may be set by the Secretariat. Uniform procedures for notification of fees and dues to Members shall be set by the Secretariat.
Section F. Non-Payment
If a Member fails to renew their subscription after it has ended, their membership will automatically terminate.
Section G. Suspension/Termination
Membership in the Society may be suspended or terminated by the Secretariat for “just cause” as determined by the reasonable discretion of the Secretariat. The decision for suspension or termination shall be by at least a two-thirds vote of the Secretariat.
Section H. Voting
Voting shall be conducted through virtual elections. Members without access to the Internet will be provided with alternative options, as determined by the Secretariat. It is the responsibility of the Secretariat to maintain voter confidentiality.
Members shall have the following voting rights:
- The election of members of the Secretariat including the Executive Council;
- The election of the co-chairs of Committees as set forth in these Bylaws;
- The election of members of the Advisory Council as set forth in these Bylaws;
- The amendment and adoption of the Society’s Bylaws; and
- The Society’s merger with another entity or acquisition of substantially all of the assets of another entity.
Moreover, the Society shall not take any of the following actions without the affirmative vote of the Members and the Secretariat:
- The sale, lease, exchange or other disposition of substantially all of the Society’s assets to another entity.
ARTICLE IV - MEETINGS
Section A. Semi-Annual Membership Meetings
There are two meetings of the Membership each year. Meetings shall be held virtually, using an online teleconference platform, and when possible, in person.
The first meeting of each year shall take place during the first quarter of the fiscal year and the second meeting shall take place during the third quarter of the fiscal year. At each Membership Meeting, the Membership is authorized to receive Committee reports, to ask questions about budgets submitted by the Secretariat, to make organizational policy recommendations to the Secretariat, to discuss any changes to the Bylaws or dues structure, and to contribute to organizational priority-setting.
ARTICLE V - BUDGET AND FISCAL MANAGEMENT
Section A. Fiscal Year
The fiscal year of the Society shall begin January 1 and end on December 31, or any other one-year period as designated by the Secretariat.
Section B. Budget
A budget covering all anticipated expenditures and income of the Society for the upcoming fiscal year shall be submitted by the Treasurer to the Secretariat for approval at the beginning of the second quarter of the prior year. The Secretariat shall review the budget at the end of the second quarter, submit proposed changes to the Treasurer and finalize the budget by the end of the third quarter. This budget shall be binding on the Secretariat. At the end of each fiscal year, the accounts of the Society shall be reviewed by the Treasurer. The accounts of the Society shall be audited as required by state and federal law.
All major projects, services, programs, events and activities conducted by the Society shall follow fiscally sound practices, procedures and guidelines. Any exceptions to this shall require a special resolution, approved by a two-thirds majority vote of the Secretariat.
Section C. Contracts
The Secretariat may authorize the Treasurer and Co-Presidents to enter into any contracts or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
Section D. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Society shall be signed by a Co-President or Treasurer or such agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Secretariat.
Section E. Deposits
All funds of the Society shall be deposited in a timely manner to the credit of the Society in such banks, trust companies or other depositories as the Secretariat may select.
Section F. Books and Records
The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Secretariat, Advisory Council and Committees. The Society shall file all tax reports as may be required by local, state or federal governments.
ARTICLE VI - LEADERSHIP
Section A. Leadership
The Leadership of the Society includes members of the Secretariat, Executive Council, and Advisory Council.
The Secretariat is the legislative and policy-making body of the Society, with the power to review and direct the general affairs of the Society. The Secretariat provides overall management of the Society in line with the Society’s Purposes, including strategic planning, directing communications, organizing membership meetings and other events as required, maintaining the Society website and member database, providing support to membership, fundraising and any other necessary tasks for the operation of the Society.
The Secretariat shall meet at least quarterly and convene additional meetings as necessary.
The Secretariat may make decisions to cooperate or affiliate with other societies and associations. When appropriate, the Secretariat shall appoint representatives from the Society to such other societies or associations. It may also recognize other societies or associations as cooperating or affiliated organizations for purposes of planning programs or other activities.
All formal decisions taken by the Secretariat must be communicated to the Membership promptly in an appropriate publication of the Society, or by other means as deemed necessary by the Secretariat, such as during the Semi-Annual Membership Meeting.
The Secretariat is made up of up to 10 members, including four (4) Secretariat-at-Large Members, and six (6) members of the Executive Council. All positions of the Secretariat are elected and serve two-year terms, except the Co-Presidents who serve three-year terms.
The initial Members of the Secretariat shall be instated for a 4-year term starting on the date of the Society’s incorporation. Subsequently, the initial Members of the Secretariat will be replaced through elections, as outlined in Article IIX of these Bylaws. The Co-Presidents will be elected for 3-year terms in alternating years. The Secretary, Treasurer and Parliamentarian will be elected for two-year terms, in alternating years. The four (4) Secretariat-at-Large Members will be elected for two-year terms in alternating years.
Duties of Secretariat Members:
- Co-Presidents. At least one Co-President shall participate in all meetings of the Secretariat and the Advisory Council. The Co-Presidents shall serve as secretary to the Advisory Council. The Co-Presidents shall be responsible for communicating between the Advisory Council and Secretariat, and responsible for reporting decisions of both to Society Members.
- Secretary. The Secretary shall keep a correct record of the proceedings of all Secretariat meetings, shall transmit those records to their successor and lead knowledge management for the Society.
- Treasurer. The Treasurer shall keep records of all financial reports, manage the collected fees and dues from members, manage bank accounts and credit cards, make approved payments on behalf of the Society and prepare semi-annual treasurer reports to Society Members and others as needed. The Treasurer shall transmit records and access to moneys to a successor. The Treasurer shall have knowledge of and/or be mentored in fiscally sound practices, procedures and guidelines. For the purposes of legal compliance, the Treasurer shall be a U.S. Citizen.
- Parliamentarian. The Parliamentarian shall keep order and ensure that proper procedures are followed at each meeting, and that procedures and motions in meetings are carried out according to the Society’s policies, rules and procedures. The Parliamentarian will have knowledge and understanding of the articles and Bylaws of the Society, will coordinate revision of the Bylaws and standing rules as needed or requested by the Secretariat and will provide parliamentary advice to the Members of the Secretariat. The Parliamentarian oversees the annual nomination and elections process for the Society to ensure compliance with the Bylaws.
- Secretariat-at-Large. The Secretariat-at-Large Members participate in all meetings of the Secretariat, liaise with Membership, support Committees, and serve in other capacities as needed.
2. Executive Council
For the purposes of legal compliance, the Executive Council is the Society’s Board of Directors, with fiduciary duties and financial oversight of the organization.
Executive Council members are required to abide by the following standards of conduct:
- Duty of Care: Executive Council members must perform their duties in good faith and in a manner that they reasonably believe to be in the best interests of the Society.
- Duty of Loyalty: Executive Council members must exercise their powers in good faith and in the best interests of the Society, rather than in their own interests or the interests of others.
- Duty of Obedience: Executive Council members must know Maryland state and U.S. federal laws and regulations, and comply with the Society’s governing documents.
The Executive Council is responsible for the finances of the organization, even as the Treasurer is tasked with responsibility for financial management. Financial oversight includes:
- Reviewing and approving the budget
- Establishing control mechanisms to prevent financial misuse and abuse
- Ensuring compliance with reporting
- Overseeing staff or paid professional work
The Executive Council shall include three (3) Co-Presidents, one (1) Secretary, one (1) Treasurer, and one (1) Parliamentarian. Their duties, in addition to those stated above, shall be those normally incumbent with the respective offices and as determined by the Secretariat.
3. Advisory Council
The Society’s Advisory Council is made up of 10-16 members representing a global constituency of policy makers, academics, researchers, activists, funders, practitioners, and business people committed to gender equality They represent the diversity of people, issues, professional fields and geographic arenas in which gender expertise is needed. The Advisory Council will help ensure that the activities and long-term strategies of the Society are in line with the Purposes of the Society.
Initial members to the Advisory Council are appointed by the Secretariat during the third year of operation of the Society. New members are elected by the Society’s Membership through an annual open nomination and election process. Each member serves one (1) 3-year term. The Advisory Council shall be led by two (2) Co-Chairs.
Past Co-Presidents shall be invited to join the Advisory Council as ex-officio members for one year following the completion of a term as Co-President.
Section B. Eligibility and Other Requirements
Eligibility. All members of the Secretariat and Advisory Council shall be Members in good standing.
Other Requirements. In the aggregate, members of the Secretariat and Advisory Council shall represent the diversity of the Society membership and field. Upon election, members of the Secretariat and Advisory Council will sign an agreement that states that they understand the duties of their position, a confidentiality agreement, and a conflict-of-interest agreement.
Section C. Vacancies
A vacancy occurring in the Secretariat shall be filled through a regular vote by membership by the end of the quarter following the vacancy.
ARTICLE VII - COMMITTEES
The Society may have Standing Committees and Special Committees.
Section A. Standing Committees
A Standing Committee is a formal group of people nominated to perform specific functions on behalf of the larger group. Each Standing Committee shall have two Co-Chairs and be open to all interested members. The Co-Chairs of the Standing Committees shall be elected by Society Members to serve two-year terms. The elections for the Standing Committees shall be staggered such that one Co-Chair for each Standing Committee is elected each year.
The Standing Committees of the Society shall be:
- Diversity and Inclusion
- Solidarity Program and Partnerships
- Membership and Nominations
- Events and Professional Development
Section B. Special Committees
Special Committees are ad-hoc committees created to fulfill particular responsibilities, as seen fit by the Secretariat. These Committees shall be tasked with a specific responsibility, and the Special Committee shall cease to exist following the achievement of the designated task, as determined by the Secretariat. The creation of Special Committees will be approved with a two-thirds vote by the Secretariat.
Section C. Eligibility and Other Requirements
- Eligibility. Chairs and Committee members shall be individual Members of the Society in good standing.
- Other Requirements. In the aggregate, Co-Chairsshall represent the diversity of the Society membership and field. Upon election, Co-Chairs will sign an agreement that states they understand the duties of their position, a confidentiality agreement, and a conflict-of-interest agreement.
ARTICLE IIX - NOMINATIONS AND ELECTIONS
Section A. Nominations
The Membership and Nominations Committee shall organize elections under the supervision of the Parliamentarian. The Nominations Committee shall include Society members who shall have been members for at least one year, and are not currently holding elected office or serving on the Advisory Council. The Committee shall consist of not less than three members including the Co-Chairs. It shall be the duty of this Committee to call for nominations for office from the Membership, as well as to seek at least one (1) candidate for each office for which no nominations were received, when that situation arises.
Section B. Elections
All officers shall be elected by the close of the fiscal year. Co-Presidents serve three-year terms or until their successors are elected. All other members of the Secretariat and Standing Committee Chairs serve for two-year terms or until their successors are elected. All terms of office begin January 1, or as set by the Secretariat.
Section C. Term Limits
Co-Presidents are limited to one (1) term, and are not eligible to run for a new position within the Society until one year passes following the end of their term. Other members of the Executive Council are limited to one (1) term per position, but may run for other positions within the Society consecutively.
Members elected to Secretariat-at-Large positions are limited to two (2) consecutive terms, but may run for other positions within the Society.
Committee Co-Chairs are limited to one (1) term per position, but may run for other positions within the Society.
Following the completion of three consecutive terms in any combination of positions, members of the Secretariat are not eligible to run for a new position within the Society until one year passes following the end of their third term.
ARTICLE IX - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberta's Rules of Order shall govern this Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Society may adopt.
ARTICLE X - AMENDMENT TO BYLAWS
Section A. Proposal
Amendments may be proposed by a majority vote of the Secretariat or by petition of at least five percent of voting members of the Society.
Section B. Amendment
The Bylaws may be amended by a two-thirds affirmative vote of those voting in a referendum submitted to the voting Members of the Society.