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Logo, company name

Description automatically generated with medium confidence

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Introduction Articles of Incorporation 501 © 3 Non-exempt status Bylaws Code of Ethics Member handbooks/ Standard Operation Procedures

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Founded 1952 Incorporated 1953 Re-incorporated 2006

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Population: 58,754 [1950 census] Nonprofit Civic organizations: Unsure of the amount but assume there were not that many – probably a handful Main industry: Farming/military Not all homes had power, water, telephones – population was disbursed over the entire island not really any main population center.  Sinajana  had the largest population according to 1950 census of 3069 – Barrigada the next highest at 1066. [ Sinajana  was comprised of parts of Agana/Agana  Hgts ./Chalan Pago/ MongMong / Ordot /Toto] Department of Safety established in 1952.

168,775 [United Nations] About 1444 registered with Dept. of Revenue and Taxation Tourism/military Most homes have modern conveniences today. But we do have a growing homeless population In 2018, there were 9820 crashes with 23 fatalities and a total of 9422 crimes reported

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GWC STATEMENT OF VALUES Approved by General membership August 25, 2006  Guam Women’s Club values are:   Commitment to the public good Accountability to the public Commitment beyond the law Respect for the worth and dignity of individuals Inclusiveness and social justice Respect for pluralism and diversity Transparency, integrity and honesty Responsible stewardship of resources and Commitment to excellence and to maintaining the public trust   The Club’s values and ethics align with those recommended by a consortium of more than 200 civic organizations, The Independent Sector, which developed a “Statement of Values and Code of Ethics for Nonprofit and Philanthropic Organizations.”

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Reasons why  approximately 30% of nonprofits fail

Pie in the sky dreams (without proper ingredients to bake a pie.) Values vacuum – or poor organizational development Competitive Blinders – or “there’s no one like us” Iced Innovation - or the notion that “our website is good enough for now. Nonprofits MUST embrace Technology Mission Creep or “Yeah, we should do that too!” Misplacing Priority #1 – or forgetting who the “real boss” is.  The data Conundrum – or the fear of information

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Founder's syndrome  (also  founderitis [1] [2] ) is the difficulty faced by  organizations , where one or more  founders  maintain disproportionate  power  and influence following the effective initial establishment of the organization, leading to a wide range of problems. The syndrome occurs in both  non-profit  and  for-profit  organizations or companies. The passion and  charisma  of the founder(s), often sources of the initial creativity and productivity of the organization, can become limiting or a destructive factor. [4]  It may simply limit further growth and success, or it may lead to bitter  factionalism  and divisions as the scale of demands made on the organization increases, or it may result in outright failure. [7]

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Not having a qualified Leader No website or a poorly designed website Poor planning and record keeping Poor accounting and money management Marketing only to large donors and not thinking smaller donor are just as important. Nonprofit doesn’t mean Tax Exempt – know your tax laws and file your taxes .

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Articles of incorporation , are also referred to as the  certificate of incorporation  or the  corporate charter , are a document or charter that establishes the existence of a corporation.

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ARTICLES OF INCORPORATION Articles 1, 2 and 3

ARTICLES OF INCORPORATION [2006] The undersigned, desiring to become incorporated as a corporation under, and in accordance with the laws of the territory of Guam, and to obtain the benefits conferred by law upon corporations, do hereby mutually agree upon and enter into the following Articles of Incorporation.    ARTICLE ONE CORPORATE NAME The name of the corporation:   GUAM WOMEN’S CLUB, INC.   ARTICLE TWO PRINCIPAL OFFICE The place of the principal office of the corporation shall be in the City of Hagåtña, Territory of Guam, and there may be subordinate or branch offices in any place within the territory of Guam as may be deemed necessary or requisite by the Board of Directors to transact the business of the corporation.    ARTICLE THREE PURPOSES AND POWERS The organization is organized exclusively for charitable purposes under Section 501(c) (3) of the Internal Revenue Code and Title 18 chapter 10.

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The purposes of the corporation are: To investigate, discuss and seek improvement of conditions within the territory of Guam, which affect the general welfare, education, and health of the population To engage in research on local, Pacific-Asiatic and World problems To lend support to other civic and service organizations in their efforts to better local conditions To extend the public benefit phases of the program of the corporation to as many persons as possible To engage in fund raising activities for the purpose of securing funds to be used for public benefit programs

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a. Solicit, receive, and hold grants or gifts of every nature to be used in furtherance of the foregoing purposes as set out in Section 3.1 of this Article. b. To review letters of request soliciting assistance from the corporation, to evaluate the proposals, and to select and fund those proposals which, in the opinion of the Corporation, best further the foregoing purposes as set out in Section 3.1 of this Article. c. To engage in any other lawful activity in furtherance of the purposes set out in Section 3.1 of this Article.

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The Corporation shall have succession by its corporate name for the  term of fifty (50) years , and as thereafter extended in the manner provided by law, and it shall have all the powers herein enumerated or implied here from and the powers now provided (or which may be hereafter provided) by law for incorporated entities.

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CORPORATE MEMBERSHIP ARTICLE 5 section 5.1 and 5.2

Section 5.1  Corporate Membership The Corporation shall originally consist of the eleven Incorporator Members. Thereafter the number of members will be limited  to two hundred .  Section 5.2 Term of Office The members of the Corporation shall serve for a term of one year.

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INCORPORATOR MEMBERS ARTICLE 5 section 5.3

The names and addresses of the incorporator members of the corporation are: Rose Marie Cruz  Jillette Leon-Guerrero Debra  Ahillen Donna Kloppenburg Marie  McElligott Carina Fejerang Setsuko  Otake Joelle  Wainer Valerie Blas Carina Allen Nicole Woo

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The Corporation is organized exclusively to be a non-profit corporation. It shall not issue any stock or other evidence of ownership.  It is specifically provided that no member of this Corporation shall or may at any time derive any personal benefits or profits from the Corporation other than that which is incidental to membership . It is specifically provided, however, that members may be reimbursed the cost of any personal disbursements made by them for the general benefit of the Corporation. The Corporation shall not participate in or intervene in any political campaign for public office, including the publishing or distribution of statements.    The Corporation is exempt from Federal Income Tax under Internal Revenue Code, Section 501 (c) (3), as that Section is applicable to the territory of Guam, or a corporation, contributions to which are deductible under Internal Revenue Code, Section 170(c) (2), or the corresponding provisions of any future United States Internal Revenue Laws, as they may be applicable to the territory of Guam.

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AMENDMENT OF ARTICLES OF INCORPORATION ARTICLE 7

The affirmative vote of the holders of a simple majority of the members shall be required to affect any proposed amendment to the Articles of Incorporation, except as otherwise affirmatively provided by law or by these Articles  of Incorporation.

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The Officers of the Corporation shall be a President, Vice-President and Treasurer. All officers must be residents of Guam.  The corporation may have additional officers that may be determined in accordance with the By-laws from time to time.    The Officers shall have the powers, perform the duties, and be appointed as may be determined in accordance with the By-laws.

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The Corporation is organized exclusively to be a non-profit corporation. It shall not issue any stock or other evidence of ownership.  It is specifically provided that no member of this Corporation shall or may at any time derive any personal benefits or profits from the Corporation other than that which is incidental to membership.  It is specifically provided, however, that members may be reimbursed the cost of any personal disbursements made by them for the general benefit of the Corporation.   The Corporation shall not participate in or intervene in any political campaign for public office, including the publishing or distribution of statements.    The Corporation is exempt from Federal Income Tax under Internal Revenue Code,  Section 501 (c) (3) , as that Section is applicable to the territory of Guam, or a corporation, contributions to which are deductible under Internal Revenue Code, Section 170(c) (2), or the corresponding provisions of any future United States Internal Revenue Laws, as they may be applicable to the territory of Guam.

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a. Powers of the Directors.  The Directors shall have full control and management of the affairs, business, and property of the Corporation in accordance with the By-laws.   b. Direction of Purpose and Exercise of Power by Directors.  The Board of Directors, subject to any specific written limitation, any restriction imposed by law, or by these Articles of Incorporation,  shall direct the carrying out of the purposes and exercise the powers of the Corporation in accordance with the By-laws. c. Initial Board of Directors. The initial Board of Directors shall consist of seven (7) members, each of whom shall be a resident of the territory of Guam, and who shall serve as Directors until the annual meeting of members, or until their successors shall have been elected and qualified.

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ADOPTION AND AMENDMENT OF BY-LAWS ARTICLE 10

ADOPTION AND AMENDMENT OF BY-LAWS By-Laws may be adopted, or existing By-laws repealed or amended  only at a members meeting called for that purpose,  by a vote of a majority of members entitled to vote or by written assent of such members.

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ARTICLE ELEVEN SERVICE OF PROCESS Service of legal process may be made upon the Corporation in the manner provided by law.    ARTICLE TWELVE LIMITATION OF LIABILITY The property of the Corporation alone shall be liable for its debts and the  members and officers shall incur no personal liability for corporate debts by reason of their membership or position.

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DISTRIBUTION IN EVENT OF DISSOLUTION In the event of dissolution of the Corporation, the Board of Directors shall, or if there is no Board of Directors the members shall, after paying or making provision for payment of all liabilities of the Corporation, dispose of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organizations organized and operated exclusively for charitable purposes and at the time qualify as exempt organizations under Internal Revenue Code, Section 501 (c) (3), or the corresponding provisions of any future United States Internal Revenue Laws, as they may be applicable to the territory of Guam.    Any of such assets not so disposed of such be distributed by the Superior Court of Guam for the above purposes, or to such organizations which are organized and operated for such purposes as the Court determines.   In Witness Whereof, the undersigned, constituting at least a three-fourths majority of the Incorporator Members have set our hands this 14 th  day of  July, 2006.

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To be tax-exempt under section 501(c)(3) of the Internal Revenue Code, an organization must be  organized  and  operated  exclusively for  exempt purposes  set forth in section 501(c)(3), and none of its earnings may  inure  to any private shareholder or individual. In addition, it may not be an  action organization ,  i.e. ,  it may not attempt to influence legislation as a substantial part of its activities, and it may not participate in any campaign activity for or against political candidates.

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Purposes must be limited to charitable, religious, educational, and/or scientific purposes. Organization has a dissolution clause.

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Do our programs limit services, goods and funds to specific individuals or groups? Is there any business or familial relationship between officers or directors of GWC and those who receive these funds, goods or services?

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Do we try to influence or support political campaigns? Does GWC plan to own or have rights in intellectual property?

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How do we ensure that funds GWC awards are used for their intended purposes? We must describe records the Club keeps with respect to grants, loans or other distributions. Does GWC plan to own or have rights in intellectual property?

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Do we make grants, or other distributions to organizations that are not 501 © 3? How do they further our exempt purposes?

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Article one: Membership Article two: Board of Directors and Executive Council Article three: Officers Article four: Executive Council and Other Committees Article five: Corporate Records and Reports Inspection Article six: Corporate Seal Article seven: Amendments to the Bylaws Article eight: Miscellaneous Article nine: Construction and Definitions

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Limited to 200 and open to any woman residing on Guam and sponsored by an active member. 4 Classes of membership: Active Life members Associate members – those who do not want to actively participate but remain on the rolls & receive monthly newsletters Honorary members – designated by Executive Council – they have no rights or duties concerning the corporation.

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Board and Executive Council Control the business & affairs of GWC

Executive Council  controls the business & affairs of the GWC and is  comprised of 7-15 members: President Vice President Recording Secretary Corresponding Secretary Treasurer Members-At-Large Member-At-Large Membership Chair Luncheon Chair Publicity Chair Immediate Past Officer [usually the PP] Historian

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The Officers of the Corporation are: President Vice President Recording Secretary Corresponding Secretary Treasurer Members-At-Large Member-At-Large The Board of Directors may appoint one or more officers as the business requires  The Bylaws contain the duties of each officer.

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Shall: Discuss, investigate and prepare recommendations on matters referred to it by members; Transact routine business between meetings In case of emergency, the EC shall take action to serve the best interests of the GWC Minutes shall be kept of all  EC meetings and be open for inspection by the membership A majority of its member on island at the time of the meeting shall constitute a quorum.

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The President with the approval of the Board of Directors  shall select the standing committee chairpersons Luncheon Membership Publicity Education Senior Citizens Sunshine The Executive Council may appoint other committees as may be necessary from time to time The Executive Council conducts the business of the corp. between meetings.

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The Corporation shall Maintain adequate and correct accounts, books and records of its business and properties.  These records shall be open for inspection Checks, drafts etc. shall be signed by two officers of the corp. A financial status report shall be provided at all regular meetings of the Board of Directors The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the corporation in  The Board of Directors shall send to the members no longer than 120 days after the close of the fiscal year, a balance sheet of the year together with a statement of income and profit and loss for year. An officer or public accountant shall certify to these documents

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Article 6 Corporate Seal  Article 7 Amendments to Bylaws

The Club should have a corporate seal that is circular in form with ”The Guam Women’s Club”  1953 and Guam. The bylaws can be amended, repealed or added to by the members at their annual meeting or at any meeting called for that purpose by a majority vote. The bylaws stipulate the requirements for this action. The amendment must be copied into the BOOK OF BY-LAWS  in the appropriate place.

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The Club shall adopt a conflict of interest policy and provide for its implementation  The Clubs books shall be audited by a public auditor at least once every fiscal year and more often if required. Auditor cannot be a member of the GWC Fiscal year is 1 June – 31 May Funds shall be kept in a checking account in the name of the GWC except a petty cash fund of $200 may be maintained. Surplus funds  can be transferred to a savings account or TCD in the name of the GWC at the discretion of the Treasurer Fees are: Application fee of $5.00; Membership fee is $40 per annum. Fees will be used for general operating expenses.

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An Annual budget shall be presented to the general membership at the August meeting Committee chairpersons shall submit a proposed budget to the Executive Council before it may be considered Before 1 April, a status or final report must be submitted by each committee chairperson to the Executive Committee The Executive Committee shall bear the responsibility for ensuring that the list of special projects and activities reaches the general membership Expenditures included in the approved budget shall require no further approval but shall be reported to the general membership in the Treasurer’s report

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Expenditures not included in the APPROVED budget shall be considered through at motion at the general membership meeting after being considered and recommended by the Executive Council. The GWC shall retain 15% of the net profits from fundraising events for operating expenses.  No more than $10,000 shall be donated to any single beneficiary per annum The proceeds from fundraising events minus the 15% retained by the Club and $10,000 to any beneficiary  organization shall be deposited into the philanthropic fund for donation to other charitable causes approved by the membership

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Donations made from the proceeds  of fundraising events to a beneficiary organization require at least one GWC representative sit on any committee controlling disbursements. In addition, financial reporting stating how the funds will be used by the beneficiary shall be presented to the general membership by the event chairperson Donations solicited by or from members of GWC shall be used for the purpose stated in the original solicitation unless the donor is notified of any changes. The Rules contained in  Robers  Rules of Order shall govern the Club in all cases. That are not specifically covered by the bylaws

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Personal and Professional Integrity Mission Governance Openness and Disclosure Program and Event Evaluation Inclusiveness and Diversity Fundraising Donation Guidelines

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Created 1961-62 Guam Women’s Club Manual for Officers and Chairmen

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Associate Members? Expand Executive Council to add Education and Senior Citizens Chairs and Parliamentarian? Do we have a corporate seal? Book of Bylaws, Book of Minutes, Book of Audits, Conflict of Interest policy? Should we raise $5 application fee? Is Article 8 in violation of 501 © 3? Update GWC Manual to a Handbook for Members and a Handbook for Officers and Chairs that will include SOPs

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Leadership Orientation

 Founder's syndrome  (also  founderitis [1] [2] ) is the difficulty faced by  organizations , where one or more  founders  maintain disproportionate  power  and influence following the effective initial establishment of the organization, leading to a wide range of problems. The syndrome occurs in both  non-profit  and  for-profit  organizations or companies. The passion and  charisma  of the founder(s), often sources of the initial creativity and productivity of the organization, can become limiting or a destructive factor. [4]  It may simply limit further growth and success, or it may lead to bitter  factionalism  and divisions as the scale of demands made on the organization increases, or it may result in outright failure. [7]

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 To be tax-exempt under section 501(c)(3) of the Internal Revenue Code, an organization must be  organized  and  operated  exclusively for  exempt purposes  set forth in section 501(c)(3), and none of its earnings may  inure  to any private shareholder or individual. In addition, it may not be an  action organization ,  i.e. ,  it may not attempt to influence legislation as a substantial part of its activities, and it may not participate in any campaign activity for or against political candidates.

Leadership Orientation

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