BY-LAWS OF
THE WOMEN'S CENTER OF MONTGOMERY COUNTY
The name of this Corporation is the Women's Center of Montgomery County, hereinafter referred to in these By-Laws as the Women's Center, a not-for-profit service organization incorporated under the laws of the Commonwealth of Pennsylvania. No individual or group may use the name of the Women's Center of Montgomery County without the written consent of the Executive Committee.
ARTICLE II - PURPOSE AND POWERS
1. PURPOSE.
The Women’s Center of Montgomery County is a volunteer, community organization with a primary focus on freedom from domestic violence and other forms of abuse. Our programs, policies and procedures reflect our strong commitment to empowering women.
The policy of the Women's Center is to provide program services and opportunities for volunteerism, training and employment without regard to race, creed, color, national origin, age, sex, ancestry, disability, or sexual orientation.
2. POWERS AND DUTIES. The Women's Center shall have the purposes and powers stated in its Articles of Incorporation, and such other powers as are now or may be granted hereafter by the Non-Profit Corporations Law of 1988 of the Commonwealth of Pennsylvania or any successor legislation.
ARTICLE III - OFFICES AND FISCAL YEAR
1. OFFICES. The Corporation maintains its' principal office at the Women's Center of Montgomery County, the Colonade, Suite WC-1, 101 Washington Lane, Jenkintown, PA, 19046, and may also have offices at such other places or move its principal office to such place as the Board of Directors may select.
2. FISCAL YEAR. The fiscal year of the Corporation shall begin on the first of July of each year and conclude on the last day of June of the year following.
1. DEFINITION. There are two (2) levels of membership; contributing membership and active membership. Unless otherwise stated "Membership" refers to both contributing and active members.
2. ACTIVE MEMBERS/ VOTING MEMBERS. In order to qualify as an active member, one must, in addition to paying annual dues, volunteer 52 hours annually (as of one year following the date of the amendment of the By-Laws) for the Women's Center, and sign the Mission Statement. Having qualified as an active member, one is entitled to receive the newsletter, to attend social events, to receive the membership discount for Women's Center sponsored events, and any other membership benefits as defined by the Board of Directors, and shall be entitled to one vote at the meetings of the Corporation. Active members shall be entitled to elect members of the Board of Directors of the Corporation at the Annual Meeting of the Membership.
3. CONTRIBUTING MEMBERS/ NON-VOTING MEMBERS. In order to qualify as a contributing member, an individual or organization must pay annual dues. Having qualified as a contributing member, one is then entitled to receive the newsletter, to attend social events, to receive the membership discount for Women's Center sponsored events, and any other membership benefits as defined by the Board of Directors.
4. DUES. All members shall pay dues according to a schedule recommended by the Financial Committee and adopted and published by the Board of Directors. Dues for individuals may be adjusted for good cause by the staff or Treasurer.
5. CERTIFICATES OF MEMBERSHIP. The Board of Directors may authorize the issuance of Certificates of Membership which shall include the name of the member, the level of membership (contributing or active), and the date of expiration of the term of membership.
6. MEMBERSHIP ROLL. A written roster of the contributing members and the active members of the Corporation shall be maintained by the office staff.
7. ANNUAL MEETING OF MEMBERSHIP. The Annual Meeting of the Members of the Corporation shall be held concurrently with the Annual Meeting of the Board of Directors and shall be held in June at such time and place as the Board of Directors, by vote, shall determine. The purpose of the meetings shall be the announcement of the election of the Board of Directors and such other business as may properly be brought before the meeting.
8. SPECIAL MEETINGS. Special Meetings of the Membership shall be held at such time and place as may be designated in a notice of said meetings, upon call of the Board of Directors or of the President; or shall be called by the President or Secretary upon request of at least twenty-five percent (25%) of the active membership. Any such request from active members shall state the purpose for which the meeting is to be called and only that stated business may be considered at such special meetings.
9. NOTICE AND PURPOSE OF MEETINGS. Written notice, by mail or publication in the newsletter, of the time and place of every meeting of the Membership and, in the case of a Special Meeting, of the purpose(s) of such meeting, shall be mailed to each active member at the address listed on the record of the Corporation not less than five (5) or more than thirty (30) days before the meeting.
10. QUORUM. Ten percent (10%) of the active members shall constitute a quorum at the Annual Meeting of the Membership or Meetings of the Membership called by the Board of Directors. At Special Meetings, twenty-five percent (25%) of the active members shall be required for a quorum.
ARTICLE V - BOARD OF DIRECTORS
1. NUMBER OF BOARD MEMBERS. The Board of Directors shall consist of not less than twelve (12) nor more than twenty-five (25) members.
2. TERM OF SERVICE. The term of a Board Member shall be two (2) years. No more than three (3) consecutive terms shall be served. If a member is an officer, the term may be extended for an additional year. After the six years, one year must have elapsed before that Board Member is eligible for re-election.
3. QUALIFICATIONS. Members of the Board of Directors of the Corporation shall be members of the Women's Center. They shall be elected by the active membership. All Board Members must be at least eighteen (18) years of age. All Board Members are required to sign the Mission Statement. No compensation shall be paid to members of the Board of Directors or to the Officers of the Corporation for services as Board Members or Officers. No current paid staff of the Women's Center shall be eligible for a Board position.
4. POWERS. The Board of Directors shall have the exclusive power to:
· Establish policies which shall govern the activities of the Women's Center
· Establish committees to implement the work of the Board
· Hire and evaluate the Executive Director who is charged to carry out policies of the Board
· Develop and approve the annual budget of the Corporation in co-operation with the Executive Director
· Receive monthly reports on operations from the Executive Director
· Elect interim Board Members, except in case of full Board removal by majority vote of active members present at a Special Meeting
· Terminate the term of an individual Board Member or Officer
· Approve the appointment of the auditor and legal counsel
· Designate persons authorized to sign checks on behalf of the Women's Center
· Approve all contractual agreements
5. ELECTIONS. The tabulation of the election of the Board Members will take place at the June Membership Meeting, with election accomplished by a majority vote of the active members who have voted in a given election. Paper ballots will be mailed to all active members, which can be returned by mail, or handed in at the annual meeting. Board terms shall run for two (2) years, at the conclusion of which Board members must run for re-election. Selection of officers shall be at the sole discretion of the Board of Directors.
6 REMOVAL FROM THE BOARD. The Board shall not remove or suspend any individual from Office or Board Membership except for 1) actions contrary to the stated purpose of the Center or injurious to that organization, 2) inability or refusal to carry out the responsibilities of said Office or Membership in a timely and professional manner, or 3)having three consecutive unexcused absences or having missed more than 50% of all regularly scheduled meetings. In such case, written notice of two weeks and an opportunity for a hearing before the Board must be afforded the Board Member or officer in question. Following this procedure, a vote of two-thirds (2/3) of the elected and serving Board Members is necessary for such removal or suspension.
The Board in its entirety shall not be removed from office unless at least 25% of the active voting membership considers the entire Board 1) to have collectively acted in a manner contrary to the stated purpose of the Center or injurious to that organization, or 2) to be unable or unwilling to carry out its responsibilities in a timely and professional manner. In such case, such active members may call a Special Meeting to vote on removal of the entire Board from office. Notice of such meeting shall be mailed to each Board Member and active member at the address listed on the record of the Corporation not less than fifteen (15) or more than thirty (30) days before the meeting. Board members shall at this time be entitled to a hearing before the active membership. Following this procedure, a majority vote of active members in attendance, provided there is a quorum, is necessary to remove the Board from office.
Should the Board be removed in its entirety, the active membership or a committee it elects by majority vote in Special Meeting shall be empowered to elect interim board members to serve until the next Annual Meeting.
7. VACANCIES. Any vacancy on the Board of Directors occurring for any reason whatsoever prior to the expiration of the term of office may be filled by a person elected by a majority vote of the remaining Members of the Board, with the nominees being selected by the Nominating Committee. This person will hold office until the expiration of that Board term.
ARTICLE VI - MEETINGS OF THE BOARD OF DIRECTORS
1. MEETINGS. Meetings shall be conducted in accordance with the By-Laws and secondarily by Robert's Rules of Order.
2. REGULAR MEETINGS. The Board of Directors shall agree to a schedule which provides for meetings not less than quarterly.
Board meetings shall be held at an office of the Corporation and/or at such other places within this Commonwealth as a majority of Board Members may from time to time select.
3. ANNUAL MEETING. The Annual Meeting of the Board of Directors shall be held concurrently with the Annual Meeting of the Members and shall be held at such time and place as the Board of Directors, by vote, shall determine, during the month of June each year.
4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at any time on call of the President, or, in the event of the President's absence or inability to act, by the Vice President. Any five (5) Board Members may request a Special Meeting and the meeting shall be held at a time and place determined by the Officer convening the meeting.
5. NOTICE OF SPECIAL MEETINGS. Notice of Special Meetings of the Board shall be mailed to each Board Member’s last known address at least seven (7) days prior to the meeting.
6. WAIVER OR NOTICE OF SPECIAL MEETINGS. Whenever any written notice of a special meeting is required, a waiver in writing signed by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice. The business to be transacted and the purpose of the meeting needs to be specified in the waiver of notice of such meetings, except where the person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. All such waivers, consents, or approval shall be made part of the minutes of the meeting to which they apply.
If a meeting cannot be conducted because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine without further notice other than the announcement of such meeting. When a quorum shall attend on such an adjourned date, any business may be transacted which might have been transacted at the original meeting.
Voting by proxy at meetings of the Board of Directors and its committees is allowed/permissible.
8. OPEN AND CLOSED MEETINGS. Open meetings are meetings of the Board of Directors which are open to the Women's Center membership. All non-Board Members attending the meetings are considered guests, and must follow the agenda. Members may speak only at the discretion of the President or his/her delegate. All meetings of the Board of Directors are open except for discussion of the following six (6) matters:
a) Personnel rules and practices.
b) Accusation of a crime or formal censure unless the person being accused or censured requests an open meeting.
c) The disclosure of information that would constitute an unwarranted invasion of personal privacy.
d) Bank examination records and similar financial audits.
e) Involvement in federal or state civil actions or similar legal proceedings.
f) Discussion of real estate.
9. WRITTEN BALLOT. Upon the request of any two (2) Board Members, a vote may be taken by written ballot.
1. OFFICERS. The Officers shall be the President, Vice President, Secretary, and Treasurer.
2. TERM OF SERVICE.
The Officers of the Corporation shall be elected by the Board of
Directors to three (3) two-year terms. The President and Vice-President shall be limited to three (3) consecutive terms of office (six years).
3. PRESIDENT. The President or his/her delegate shall serve as the Chair of the Board of Directors, and shall preside at all meetings of the Membership or of the Board of Directors. The President shall not preside at any meeting held pursuant to Article V, Section 6, Paragraph 2.
The President shall exercise general overview of the affairs of the Corporation and shall have authority to execute all contracts relating to, or in furtherance of, the affairs of the Corporation. Subject to the approval of the Board, the President shall have authority to execute bonds, mortgages and other documents requiring a seal, under the seal of the Corporation. The President in conjunction with recommendation of the Nominating Committee shall appoint the Chairpersons of Committees with the approval of the Board of Directors. The President shall convene a subcommittee of the Personnel Committee annually for the purpose of reviewing the performance of the Executive Director, with the President as chair, assisted by the Chair of the Personnel Committee and a third person to be appointed by the Board President with the approval of the Executive Director. The President may serve as an Ex officio member of all committees.
4. VICE PRESIDENT. The Vice President shall perform all the duties of the President in the event of the absence or incapacity of the President to act or in the event of the vacancy of that office. In addition, the Vice President shall be responsible for monitoring the activities of the Board Committees, and insuring that the Board of Directors receives all necessary training.
5. SECRETARY. The Secretary shall keep a complete and accurate record of all proceedings and correspondence of the Board of Directors and the Executive Committee, and shall execute and post the minutes of all such meetings. The Secretary shall perform all other duties usually pertaining to this office.
6. TREASURER. The Treasurer shall provide for the payment of bills properly approved, shall present the financial position of the organization to the Board at each regularly scheduled meeting. (S)he shall also perform such other duties as are usually assigned to the office of Treasurer, and shall chair the Finance Committee.
7. PAST PRESIDENT. The Past President may serve as an Ex officio member of the Board of Directors, unless (s)he has served on the Board less than 6 years in which event (s)he may then remain a voting member of the Board. Ex officio shall mean that the officer is invited to attend and participate in all Board Meetings, but may not cast a vote. The Past President may be invited to serve as a member of the Nominating Committee.
8. VACANCIES. Should a vacancy arise among the Officers, the Nominating Committee shall recommend a candidate to the Board of Directors to fill the unexpired term.
ARTICLE VIII - BOARD COMMITTEES
1. STANDING COMMITTEES. The following are the Standing Committees of the Board:
Executive
Nominating
Finance
Planning
Personnel/Human Resources
Marketing
Special Events Committee
Development Committee
2. AD HOC COMMITTEES. Ad Hoc Committees shall be appointed by the President to accomplish a specific task or for a stated period of time. It is expected that such a committee will be dissolved after a period of time unless the decision is made to recommend to the membership that it be converted to a Standing Committee.
3. POWER AND AUTHORITY. Committees shall have and execute such power and authority specifically authorized by the Board of Directors. No committee, including the Executive Committee, shall have the power and authority to:
a) Fill vacancies on the Board
b) Adopt, amend or repeal these By-Laws
c) Amend or repeal any resolution of the Board
d) Enter into or sign any contractual agreements
4. CHAIRS AND COMMITTEE MEMBERSHIP. The chairperson of each Standing Committee, will be appointed by the President in conjunction with recommendations of the Nominating Committee; final approval shall be by the Board of Directors. Upon request of two Board members, this can be a paper ballot. The chairperson of each Ad Hoc Committee will be appointed for the life of that committee by the President. The Chair of each Board Committee must be a Board Member. Other members of committees may be drawn from the active membership as well as from the Board. Additionally, ex-officio committee members may be recruited for their expertise. The exceptions to this rule are the Executive Committee, whose composition is described in Article VIII no. 6.a), and the Personnel/Human Resources Committee whose membership is composed of Board members only. For all other Committees, membership may be drawn from Board, active and contributing members of the Corporation. Committee Chairs shall seek guidance from the Board President and input from the Executive Director. Differences of opinion will be brought to the attention of the Board President for discussion and resolution. If resolution cannot be reached, the final decision will rest with the Board.
5. MEETINGS. The chairperson of each committee is responsible for holding regular meetings, keeping records of proceedings and reporting committee business to the full Board. Copies of these records are to be kept on file in the principal office of the corporation.
6. COMMITTEE RESPONSIBILITIES.
a) The EXECUTIVE COMMITTEE consists of the Officers of the Corporation, the Past President, and two (2) Board members, elected by the Board of Directors. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the business of the Corporation at such time as the full Board is unscheduled or unable to meet. The Executive Committee shall prior to the next meeting of the Board, inform all of the Board Members of any action(s) to be taken. Items which must receive the action and approval of the Board of Directors include : (1) creation or termination of staff positions, (2) recommendation to the membership for the amendment of these By-Laws (3) the election of officers, (4) final approval of the annual budget, (5) approval of program funding proposals, (6) approval of political stances. Quorum for the Executive Committee shall be a simple majority.
b) The NOMINATING COMMITTEE will consist of the Past President by invitation and a minimum of four additional members to be drawn from Board and active membership. The Nominating Committee will evaluate the performance of Board Members to ascertain their interest and level of commitment. The committee will announce in the newsletter what Board positions are open, and request recommendations from the active membership. After interviewing and selecting candidates, the Nominating Committee will present its recommended slate to the full Board of Directors for approval. That slate of candidates will then be presented to the Membership, either through publication in the newsletter (no later than the May issue) or through special mailing. Prior to the Annual Meeting of the Membership, additional nominations in opposition to a particular candidate or in addition to the published slate may be made in writing to the Secretary of the Board and the Chair of the Nominating Committee, seconded with signatures by any five active members in good standing. These nominations must be received by the parties in question no less than one (1) week prior to the scheduled annual meeting. Notice of this provision of the by-laws must be published in the newsletter in conjunction with the list of nominations.
c) The FINANCE COMMITTEE is Chaired by the Treasurer and is responsible for developing, in conjunction with staff, an annual budget and financial plan for consideration and approval by the Board of Directors. It is responsible for periodically reviewing financial statements and reviewing an annual audit and management letter prepared by the auditor.
d) The PERSONNEL/HUMAN RESOURCES COMMITTEE is responsible for assuring that the Corporation has personnel policies for paid and unpaid staff which are in compliance with the law, and the standards and policies set by the Board of Directors. The President shall convene a subcommittee of the Personnel Committee annually for the purpose of reviewing the performance of the Executive Director, with the President as chair, assisted by the chair of the Personnel Committee and a third person to be appointed by the Board President with the approval of the Executive Director. This subcommittee will also make termination recommendations regarding the Executive Director. The committee is to function as a resource of the Executive Director in personnel matters.
e) The MARKETING COMMITTEE is responsible for developing and implementing a plan for external media communication relating to the work of any and all Committees and to the work of the Board as a whole. It is responsible for recommending to the Board the public relations goals for the Women's Center. It’s role is not to promote domestic violence program awareness but rather to promote the Center in the community and to develop membership. The Committee will work in concert with the Community Education program, whose funded role is to promote domestic violence awareness.
f) The PLANNING COMMITTEE is responsible for periodically proposing/suggesting and evaluating programs of the organization, and to assure the process of looking at the expansion, maintenance or curtailment of programs. It is responsible for determining and insuring the implementation of the strategic planning process, and coordinates the regular review and revision of organizational strategic plans with the Board, committees and Executive Director.
g) The SPECIAL EVENTS COMMITTEE is responsible for the development of any and all special events and corporate fundraising plans. It is responsible for clearly identifying who (Board, committee, or staff) is to carry out each step of the plan.; in addition, it is responsible the phon-a-thon, and any other individual giving initiatives. A calendar for these activities is to be developed in accordance with the annual budget and shall include a plan for execution.
h) DEVELOPMENT COMMITTEE: This committee will identify, cultivate and, with the support of the Executive Director, solicit prospective individual, foundation and corporate funding sources with a minimal gift of at least $1000.00 annually. This committee will be responsible for determining appropriate funding goals for each prospect, develop strategies and timelines for the cultivation and solicitation of gifts, and training for committee solicitors.
1. EXECUTIVE DIRECTOR. The Board of Directors shall hire an Executive Director who shall be charged with the administration of the business and professional affairs of the Corporation. The Executive Director develops plans, programs and budgets in consultation with the appropriate committees and presents these items each year to the Board of Directors for approval. The Executive Director is accountable for the development, dissemination and implementation of the various programs of The Women's Center of Montgomery County. The Executive Director is an Ex-Officio member of the Board.
a) Powers: The Executive Director may execute bonds, mortgages and other documents requiring a seal, under the seal of the Corporation. The Executive Director may execute contracts relating to and in furtherance of the business and affairs of the Corporation. All such transactions must receive the prior approval of the Board of Directors.
b) Responsibilities: The Executive Director is responsible for maintaining the minutes of all meetings of the Board of Directors and of the Membership of the Corporation in the permanent files of the Corporation. The Executive Director shall publish an Annual Report and make copies available to members.
2. CREATION OF STAFF POSITIONS. The creation of all new staff positions for the Corporation requires the approval of the Personnel and Finance Committees, in cooperation with the Executive Director, and the approval of the Board of Directors.
3. ADMINISTRATION. The Executive Director is solely responsible for the hiring or termination of all staff positions approved by the Board of Directors in accordance with policies approved by the Personnel Committee.
ARTICLE X - BOOKS, RECORDS AND CORPORATE SEAL
1. LOCATION. The Corporation shall keep at its principal office, records of the proceedings of meetings of the Membership and the Board of Directors, an alphabetical Membership register and complete financial records.
2. ACCESS BY MEMBERS. Every member shall have the right to examine in person, or by agent or attorney, at any reasonable time, for any reasonable purpose, the books of account, the Membership register, and the records of the meetings of the Membership and the Board of Directors.
3. CORPORATE SEAL AND BY-LAWS. The Executive Director shall provide and adopt a suitable seal containing the name of the Corporation, which seal shall be kept at the principal office. A current copy of the By-Laws, with any amendments, shall be kept on file at the principal office.
ARTICLE XI - DISSOLUTION AND DISTRIBUTION OF ASSETS
1. DISSOLUTION. In the event of the dissolution of Corporation or the winding up of its affairs, and after all debts have been satisfied, the remaining assets shall be transferred to a women’s organization that is tax exempt under section 501(c)(3) of the Internal Revenue Code or any applicable Amendments. The specific tax exempt organization(s) shall be determined by the Board of Directors; the Corporation shall place all necessary legal notices.
ARTICLE XII - AMENDMENTS/REVISIONS
1. AMENDMENTS. These By-Laws may be altered, amended or repealed only by a majority vote of the active members of the Corporation, after at least fifteen (15) days’ notice of proposed changes has been provided to the Membership.
1. GENERAL RULE. A Board member shall not be personally liable for monetary damages as Board member for any action taken, or any failure to take any action, unless:
a) the Board member has breached or failed to perform the duties of Board member in accordance with the standard of conduct contained in section 5712 of the Non-Profit Corporation Law of 1988 and any amendments and successor acts thereto; and
b) the breach or failure to perform constitutes self-dealing willful misconduct or recklessness:
Provided, however, the foregoing provision shall not apply to the responsibility or liability of a Board member pursuant to any criminal statute.
2. APPLICABILITY. The Corporation shall indemnify any officer, Board member, employee or representative of the Corporation who was or is a party to or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, due to the fact that such person is or was a representative of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal; provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Corporation, indemnification shall not be made for any claim, issue or matter as to which the person has been held liable to the Corporation unless and only to the extent that the court of common pleas of the county in which the registered office of the Corporation is located or the court in which the action was brought determines that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper.
3. PROCEDURE. Unless ordered by a court, any indemnification under section XIII, 2. or otherwise permitted by law shall be made by the Corporation only as authorized, upon a determination that indemnification is proper because (s)he has met the applicable standard of conduct set forth under that section. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Board members who were not parties to the action or proceeding or by independent legal counsel in a written opinion.
4. ADVANCEMENT OF EXPENSES. Expenses incurred by a person pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit or proceeding shall, in any case required by section XII, 2., and may, in any other case, be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an agreement by or on behalf of such person to repay the amount so advanced is determined that such person is not entitled to indemnification.
5. CONTINUING RIGHT TO INDEMNIFICATION. The indemnification and advancement of expenses provided pursuant to this Article shall continue for any person who has ceased to be an officer, Board member, employee or representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
6. OTHER RIGHTS. This Article shall not be exclusive of any other right which the Corporation may have to indemnify any person as a matter of law.
1. CHECKS. All checks or demands for money and notes of the Corporation shall contain no less than two (2) signatures. There are to be four (4) authorized signers, the Treasurer and one other Board member to be appointed by the President, the Executive Director and one other staff person (not the person who prepares checks) appointed by the Executive Director. If a given check is for more than 1.5% of the annual budget of the corporation, the two (2) signatures must consist of one Board signature and one staff signature.
2. CONFLICTS OF INTEREST. Neither an employee, a volunteer, nor a Board member of the Corporation shall use his/her position to further a business or enterprise in which (s)he has a direct or indirect interest.
Neither Board Members, volunteers nor staff members shall engage in partisan political activity in the name of the Corporation.
3. LIST OF CONTRIBUTORS. The list of contributors to the Corporation and the membership list shall not be loaned, given or sold to any individual or organization without formal approval by the Board of Directors.