By-Laws & Constitution
The general membership voted on and accepted the proposed amendments to the Sherburne Women's Club
By-Laws and Constitution at the Annual Business Meeting on May 24, 2018. Changes made are that the Sherburne Women's Club has been renamed The Greater Killington Women's Club and
officer duties were added regarding maintaining the club’s non-profit and tax
Women's Club (SWC)
THE GREATER KILLINGTON WOMEN'S CLUB (GKWC)
SHERBURNE WOMEN’S CLUB/GKWC BY-LAWS
Article I: Membership:
Membership in the club is open to all persons in the area
who wish to belong to this charitable organization who are current in their membership dues.
Article II: Duties of Officers:
It shall be the duty of the president during and for her term of office,
- Call and preside at all business and board meetings.
- Follow Robert’s Rules of Order when presiding at
business and board meetings.
- Exercise a general supervision over the affairs of the
- See that, at the beginning of their annual term of
office, each officer and chairperson has a written description of their
officer or chairperson responsibilities.
- Coordinate process of awarding the SWC/GKWC Academic Scholarship with the SWC/GKWC and the Woodstock Union High School.
- Along with the Vice President: oversee the SWC/GKWC Community Service Award Committee.
- Collect mail (or delegate responsibility) and
distribute to appropriate
- Prior to start of term: Meet with the Immediate Past
President to review SWC/GKWC Bylaws and
- Ensure that the club is current in its 501c3 charitable
status, business registrations and tax filings. Retain outside
professional legal or financial services as needed.
VICE-PRESIDENT: It shall be the duty of the vice-president to:
- Assist the president in the discharge of her duties,
and in her absence to officiate in her place and act as coordinator of the
- Submit recommendations for new officers and committee
chairpersons to the board at the April board meeting. Nominations shall be
submitted to the general membership at the May business meeting.
- Along with the President: oversee the SWC/GKWC Community Service Award Committee.
RECORDING SECRETARY: The secretary shall be responsible for the minutes of all
business and board meetings. The Secretary will see that minutes are posted to
the SWC/GKWC website.
CORRESPONDING SECRETARY: The corresponding secretary shall be responsible for all
correspondence needed by the club.
- Have general supervision of all finances of the club,
and shall hold all funds due the club; deposit all monies received in the
bank chosen by the governing board and keep such records and accounts of
the business transactions of the club as may be required.
- Keep an account of all receipts and expenditures.
- Be responsible for recording receipt of dues; keeping a
list of members in good standing (name, address, phone, email) and
forwarding such information to Publicity, so that a newsletter list may be
- Create hard-copy list of members with contact
information. Make copies available for members at a General Membership
meeting following the dues deadline date.
- Submit a summary of the financial status of the club at
the monthly Board Meetings and the General Membership Business Meetings.
- Collect membership dues late fees from members who pay
their dues after the stated deadline.
- Provide the necessary financial documents to the
appropriate financial preparers and provide copies of any tax filings to
the club president for record keeping.
IMMEDIATE PAST PRESIDENT:
- The immediate past president shall be an advisor to the
- Prior to start of term: Meet with incoming President to
review SWC/GKWC Bylaws and Constitution.
Article III: Community Service
- The President and Vice President shall oversee the
Community Service Award Committee and shall designate a coordinator
to oversee the process of collecting applications for the SWC/GKWC Community Service Award, and a facilitator
to oversee evaluating award applications.
- The coordinator may be any club member.
- The coordinator and the facilitator must be SWC/GKWC members and may be the same person.
- Oversee all publicity for the award.
- Oversee correspondence with area
- Oversee communication with area high
schools to ensure their guidance departments are advertising the award to
- Update the Award Application with
current year and deadline dates.
- Update information regarding the
award on the SWC/GKWC website.
- Collect applications and give them
to the facilitator.
- Report status updates to the
- Collect Award Applications from the
coordinator. Edit applications so they can be evaluated “Blind.”
- Oversee Evaluation committee which
is comprised of six impartial evaluators who may or may not be SWC/GKWC members and who will review applications and
will follow the evaluation guidelines as outlined by the SWC/GKWC 2007/2008 Community Service Award
- Report status of
evaluation committee to the President.
- Send letters to non winners.
- Oversee presenting the award to the
Article IV: Governing Board
- All business affairs of the Sherburne Women’s Club/Greater Killington Women’s Club shall be managed
by the Governing Board.
- The Board shall consist of all officers and all
- Members of the Governing Board attend monthly board
- In the event that any board member is absent for 3
consecutive board meetings without an acceptable reason, or has unexcused
absences for 25% of the meetings in any one fiscal year, they shall be
removed from the board and the board will appoint a replacement for the
remainder of her term.
Article V: Duties of Chairpersons
- Obtain monthly program, including
speaker, meeting place, and necessary arrangements for the program.
- Create a yearly events calendar. The
events calendar year shall run September – August.
- Manage the details of each monthly
program. She may delegate the responsibility for a specific event to an event
- Obtain members to supply
refreshments needed for all special events, including but not limited to Meet Your Neighbor Night and the May
Disbursements Annual Meeting.
- Announce meetings and events in the
- Create of the SWC/GKWC Newsletter
- Distribute the SWC/GKWC Newsletter to all members in good standing
- Maintain an email list of members in
- Keep the members aware of any new
residents and welcome them to the club and community.
- Communicate with Killington Elementary School staff and the Killington
town clerk to be aware of any new residents to the community, and provide Club
information to the new community members.
- Create an annual call-tree list with
members in good standing, and oversee its use.
- Be responsible for collecting
memorabilia of events during the year.
- Update and maintain the Historian
Binders in the library.
- Take photographs at each Club event,
or designate a Club member to take photographs.
- Maintain the SWC/GKWC scholarship/award plaques in the Sherburne Memorial
Library, and update annually with new recipient names.
Article VI: Election Procedure
Elections shall take place at the
May business meeting, and require approval of the majority of members
present. The newly elected officers and chairpersons shall assume their
duties on June 1.
On the night of the elections, the
floor shall be open for further nominations.
Article VII: Loss of Officers
or Standing Committee Chairpersons
If elected officers or chairpersons
resign during their term of office, the President shall appoint a replacement
with the Governing Board’s advice and majority approval.
If the President resigns, the
Vice-President shall take her place and the Governing Board will appoint a Vice
President to serve until the next election.
Article VIII: Dues
- Dues of the Sherburne Women’s Club/Greater Killington Women’s Club shall be set
annually at the May business meeting, and are due at the September
- The grace period will extend to October 30th,
after which membership is automatically cancelled if dues remain unpaid.
- Dues received after the October 30th
deadline will incur a late fee.
Article IX: Formation of New
The President has the power to
appoint new committees and their chairpersons, if necessary, with the Governing
Board’s approval. These appointments are for the current calendar year only.
Article X: Support for
To carry on social activities,
events and fund-raising projects to
- Support senior high school students
who live in Killington, Vermont, and also attend Woodstock Union High School to
provide a scholarship for colleges, based on their weighted GPA. This award is to be named the Sherburne Academic Scholarship.
- Support senior high school students
who live in Killington or Pittsfield, Vermont, to provide a monetary award
based on volunteerism and community service. The Community Service Award is to
be named the Pat Zack Community Service
- The same student cannot be awarded
both the Academic Award and the Community Service Award.
- Support community organizations in
need of financial assistance.
Article XI: Amendments
The constitution and the by-laws of
the Sherburne Women’s Club/Greater Killington Women’s
Club may be amended at any regular business meeting by the majority of the
members present. Written notification of pending amendments must be
received by members one month in advance.
Article XII: Fiscal Year
The fiscal year of the Club shall be
from June 1st to May 31st, however for tax purposes the
Club shall have a calendar year as required under the Internal Revenue Code
unless a change is approved.
The Governing Board shall not
authorize expenditures to exceed four hundred dollars ($400) without the
approval of the majority of the members present at a warned business meeting.
Article XIV: Business Meetings
Each events calendar (September –
August) shall consist of a minimum of 3 warned Business Meetings.
Article XV: Participation of
guests in SWC/GKWC functions
Non-Members who attend SWC/GKWC events with which fees are associated will
pay a nominal fee in addition to the fee which is charged to SWC/GKWC members. The fee amount will be determined
by the Governing Board of Directors at the August Board meeting or when the
member fee for the event is established.
These Bylaws were originally adopted on January 15, 1964, except for
the changes which have been revised and were adopted on May 24, 2018.
Constitution of the Sherburne
The Greater Killington Women’s Club
GREATER KILLINGTON WOMEN’S CLUB
The name of the organization shall
be the SHERBURNE WOMEN’S CLUB doing business as (DBA) the GREATER KILLINGTON WOMEN’S CLUB.
The organization shall have a post
office box in the Town of Killington and Meetings shall be held at Board
member’s homes and public locations in the community.
The operating year shall be:
The duration of the Organization
shall be: Perpetual.
The Club shall be a non-profit
The Club is organized for the
- To provide a scholarship for college
to senior high school students who live in Killington, Vermont, and also attend
Woodstock Union High School, based on their weighted GPA. (Sherburne Academic Award)
- To provide a monetary award to
senior high school students who live in Killington or Pittsfield, Vermont,
based on volunteerism and community service. (Pat Zack Community Service Award).
- The Sherburne Academic Award and the Pat Zack Community Service Award cannot
be awarded to the same student.
- To support community organizations
in need of financial assistance.
The organization shall be a
voluntary, non-profit, charitable organization and to that end, the club may
adopt and establish by-laws and to make all rules and regulations deemed
necessary and expedient for the management in accordance with general
not-for-profit laws in the State of Vermont and Sections 501 (a) and 501 (c) of
the Internal Revenue Code of 1986, as amended.
This organization is organized for
the purposes of:
- In general, in addition to the
foregoing, to carry on any business in connection with the aforesaid powers and
purposes, and to further have and exercise all of the powers conferred by The
General Not For Profit Laws of Vermont, and to do any and all things
hereinbefore set forth to the same extent as any not-for-profit organizations
might or could do.
- No part of the net earnings of the
organization shall inure to the benefit of any individual or other entity.
- Upon the dissolution of the
organization, the Board of Trustees shall, after paying or making provisions
for the payment of all the liabilities of the organization, dispose of all the
assets of the organization exclusively for the purposes of the organization in
such manner, or to such organization or organizations organized and operated
exclusively for charitable, educational, religious, or scientific purposes as
shall at the time qualify as an exempt organization or organizations under
section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding
provision of any future United States Internal Revenue Law), as the Board of
Trustees shall determine.
- Any such assets not so disposed of
shall be disposed of by the Court of common Pleas (Probate court, Circuit Court or Associate Circuit Court) or the
county in which the principal office of the organization is then located,
exclusively for such purposes or to such organization or organizations, as said
court shall determine, which are organized and operated exclusively for such
3. No substantial part of the
activities of the organization shall be the carrying on of propaganda or
otherwise attempting to influence legislation and the organization shall not
participate in or intervene in (including
the publishing or distribution of statements) any political campaign on
behalf of any candidate for public office.
4. Notwithstanding any other provisions
of the Constitution, the organization shall not carry on any other activities
not permitted to be carried on by an organization exempt from Federal Income
Tax under section 501 (c) (of the Internal Revenue Code of 1986 (or the
corresponding provision of any future United States Internal Revenue Law) or
(b) by a organization, contributions, to which are deductible under section 170
(c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of
any future United States Internal Revenue Law).
5. To do everything necessary,
suitable, convenient proper for or in connection with, or incident to, or the
accomplishment, attainment, or furtherance of any of the purposes, objects, or
posers set forth in this Constitution and in general, to engage in any lawful
act or activity for which organizations may be organized under the Not For
Profit Laws of the State of Vermont.
6. The Organization is organized
exclusively for charitable, educational, religious, or scientific purposes
within the meaning of section 501 (c) (3) of the Internal Revenue Code.
In any year in which the
organization is a private foundation as described in Section 509
- (a), the organization shall
distribute its income for said period of time and manner as not to subject it
to tax under IRC 4942, and the organization shall not a) engage in act of
self-dealing as defined in IRC 4941(d),
- (b) retain an excel business holdings
as defined in Section 4943(c),
- (c) make any investments in such a
manner as to subject the organization to under Section 4944,
- (d) make any taxable expenditures as
defined in IRC 4945 (d) or corresponding provisions of any subsequent Federal
- Except as otherwise specifically provided by statute,
all powers of management and direct control of the Organization shall be
bested in the Board of Directors as directed by the Members.
- The Power to make, alter, amend or repeal the By-Laws
of the organization shall be vested in the Members.
The membership of the club shall be
comprised of individuals who pay an annual fee, the amount of which is
recommended by the Board of Directors and ratified by the membership at any
annual or special meeting of the members, provided, however, that the initial
fee shall be set by a majority vote of the Directors.
The power to amend and alter the
Constitution of the club shall be vested solely in the members. This
power may be exercised (after such notice
as may be required or waiver thereof) at any annual or special meeting of
The undersigned certify that this is
the Constitution of the Sherburne Women’s
Club doing business as (DBA) the Greater Killington Women’s Club as
amended up to May 24, 2018.