PROVISIONAL BYLAWS OF

BWCV         NATIONAL      CHAPTER,

A CHAPTER OF THE BLACK WOMEN FOR CONSERATIVE VALUES (BWCV) ORGANIZATION

ARTICLE I. PURPOSES

BWCV  NATIONAL   (Chapter) is organized to support and assist The BWCV Organization (the Organization) in carrying out its tax-exempt mission as follows. The Organization is organized and operated exclusively for tax-exempt purposes in accordance with Section 501(c)(3) of the Internal Revenue Code. Black Women for Conservative Values is a grassroots Faith-Based organization that is designed to educate, encourage, restore, and reignite a positive image and culture of class, integrity, excellence, and prosperity for individuals of Black American descent through the teaching of traditional America’s founding principles, Judeo-Christian American Values and a biblically based world-view.  

More specifically, BWCV focuses on Black-American communities, both in rural and urban areas, to teach America’s founding principles that includes Black American contributions, to promote educational choice, literacy and freedom, to develop and enhance job skills, entrepreneurship, financial literacy, and ownership as a viable means of escaping poverty, encouraging generational wealth, and boosting morale — to  promote biblically based principals and morals as a means of escape from the school-to-prison pipeline, and to refrain from criminal and immoral activities as lifestyle alternatives.

ARTICLE II. MEMBERSHIP

Section A        Membership Categories, Voting, and Dues

Members shall consist of three categories, 1. Community Member 2. Official Member 3. Founding Member, and no member shall have any governance rights with respect to the Organization.  Each Official and Founding chapter member shall have one vote to elect chapter officers, who shall comprise the Leadership Team, as well as to terminate chapter members, all as set forth below. Dues are charged by the Organization. Community membership Dues are at no cost, Official membership dues are $24.99 monthly and Founding membership dues are $49.99 monthly.

Section B         Membership Qualification

Members of the Chapter shall be persons who meet all criteria as prescribed by the Organization.

Each member must support the Organization’s purposes, as set forth above, through their agreement of these bylaws, our code of ethics, our mission statement, and volunteer efforts. Such efforts may include raising public awareness, providing assistance under the direction and control of the Organization’s leaders, and other charitable and educational outreach, all as approved by the Chapter’s Leadership Team, National Director, or the Organization,

Section C       Membership Meetings

Chapter membership meetings may be held from time to time, as determined and called by the Chapter’s State Director or the National Director.

Section D      Chapter License for Name and Intellectual Property

Chapter members shall have a non-exclusive, non-transferrable license to use the Organization’s name and other intellectual property only to the extent permitted by the Organization’s sole discretion. Such license shall terminate automatically upon one’s termination of membership.

Section E       Membership Termination

Membership in the Chapter may be terminated with or without cause by the Chapter’s Leadership Team or the Organization. Any chapter membership termination initiated by the Chapter’s

Leadership Team shall require a two-thirds vote of the chapter members, pursuant to a meeting called by the Leadership Team, State Director, or National Director. A chapter member may be reinstated only by the National Director or Organization.

ARTICLE III. LEADERSHIP TEAM AND NATIONAL DIRECTOR

As an unincorporated group of individuals under the Organization, the Chapter shall be governed by a leadership team. The Organization’s National Director (or other appointed agent) shall supervise the Leadership Team, subject to the oversight of the Organization’s Board of Directors.

The National Director shall be appointed by the Organization’s Board of Directors, to carry out chapter activities.

The Leadership Team shall consist of the chapter officers as set forth below, each of which shall serve as volunteers. Those who seek to be on the Chapter’s Leadership Team must personally affirm the Organization’s Statement of Purpose, be a chapter member, characterize personal commitment to the values of the Organization, and abide in all respects with the Organization’s and Chapter’s policies, and bylaws. Any Leadership Team member may be removed with or without cause at any time by the National Director or the Organization Board.

ARTICLE IV. MEETINGS OF THE CHAPTER LEADERSHIP TEAM

Meetings of the Chapter Leadership Team shall be held at least monthly, at a time and place as may be designated by the State Director or the National Director, upon such advance notice as reasonably practicable, and for the transaction of such business as may come before the meeting.

Such meetings may be in person, via videoconference, or via teleconference. A majority of the Leadership Team shall constitute a quorum for the transaction of the business at any meeting of the Chapter’s Leadership Team. A majority vote of the Leadership Team shall be required for all Leadership Team actions, except as expressly identified herein or determined by the National Director or Organization. As part of their oversight responsibilities, the National Director and the Organization’s Board shall receive minutes of all meetings as referenced above and shall have the right to participate in all such meetings.

ARTICLE V. COMMITTEES

The National Director, the Chapter Leadership Team, and the Organization’s Board each shall have the power to appoint Chapter committees, generally be created to manage a specific task or responsibility of the Chapter which is of limited duration. A decision to create a committee shall specify the following: (1) the task assigned to the committee; (2) the duration of the committee which may be generalized to a period necessary to bring the matter to full resolution; and (3) the term of office for the committee members appointed.

Meetings of any committee may be called by the committee leader, the Leadership Team, or the National Director, upon such advance notice as is reasonably practicable. Any member of a committee may be removed at any time by the committee leader, the Leadership Team, the National Director, or the Organization’s Board.

ARTICLE VI. OFFICERS

Section A      Officers and Term

The Chapter’s officers shall consist of the following: State Director; Assistant State Director; Director of Outreach and Partnerships; Media Director; Director of Member Relations; and two Advisors. Each officer shall serve for a one-year term, and each officer may serve successive terms. Each officer must be a Chapter member at the time of nomination, election, and during his or her term.

Section B       Officer Appointments and Election

Upon Chapter formation, the National Director or Organization shall appoint officers for an initial one-year term, thereby comprising the Leadership Team as set forth above. Thereafter, officer elections shall be held each December, or as soon as reasonably practicable, as follows. A State Director candidate may propose a slate of additional officer candidates for the Chapter membership’s vote on such entire slate, provided that such proposal is made to the Leadership Team by November 15 each year (or otherwise as the Leadership Term or National Director shall direct). The Leadership Team shall make all such slate proposals known to all Chapter members, at least three days prior to the annual officer election. Each Chapter member shall have one vote for the proposed officer slate(s). The officer slate election shall be by majority vote of Chapter members. In the event of any tie, the National Director or Organization may decide the election result.

Section C       Officer Removal and Vacancies

Each Chapter officer may resign or be removed with or without cause by majority vote of the Leadership Team, the National Director, or the Organization’s Board. In the event of such a vacancy, the Chapter’s Leadership Team may elect a person to fill the remainder of such officer term, subject to the National Director’s or Organization’s oversight.

Section D      Officer Duties

The Chapter officers shall have duties as follows and as otherwise prescribed by the National Director or Organization.

1. State Director (high-level volunteer role):
   • Organizes and presides over a least one chapter meeting a month;
   • Ensures that the chapter holds at least 2 events a month;
   • Communicates in a timely manner with the Leadership team as well as the National Director;
   • Acts as a liaison between the National Director and chapter;
   • Delegates tasks appropriately by position duties; and
   • Has reliable

2. Assistant State Director (mid to high level volunteer role):
   • Communicates with State Director weekly to divide tasks;
   • Available to step up at any time in the event the State Director is unable to fulfill duties;
   • Works with the Director of Outreach & Partnerships to ensure the chapter is holding at least 2 monthly events; and
   • Has reliable
3. Director of Outreach & Partnerships (mid-level volunteer role):
   • Facilitates the conversation with chapter regarding potential chapter events;
   • Seeks partnerships locally with organizations who can help further the BWCV mission and cause; and
   • Ensures that chapter has at least 2 events scheduled each
4. Media Director (mid-level volunteer role):
   • Stays attentive to updated brand knowledge;
   • Takes photos at chapter events and manages the social media accounts for chapter; and
   • Invites people to and promotes chapter events to ensure a good
5. Director of Member Relations (mid-level volunteer role):
   • Recruits new members to chapter;
   • Gives new members the bylaws and make sure they acknowledge in writing that it was received; and
   • Integrates new members into the chapter page group and set them up for
6. Advisors (two; low-level volunteer role):
   • Remains informed and up to date with the local community and culture scene;
   • Recommends candidates for chapter leadership positions; and
   • Offers guidance to the organization on goal setting, organization management, program planning, problem solving and group evaluation.

ARTICLE VIII. FINANCES

Except as expressly directed by the Chairperson, Board of Directors, or the Organization, the Chapter shall not engage in any fundraising with the exception of directing the general public to our website https://bwcv.org  to make donations there. The Chapter shall not maintain any bank accounts. If the Chapter is directed by the Executive Director to raise or hold funds, and all funds raised shall be in the name of the Organization, held by the Organization (except temporarily for administrative purposes only), and subject to the Organization’s exclusive control and use for charitable purposes. Accordingly, all charitable receipts shall be issued by and in the name of the Organization. Accurate financial records shall be maintained showing all receipts and expenditures of the Chapter. Copies of all financial records shall be made available promptly upon the Organization’s request.

ARTICLE IX. AFFLIATION AGREEMENT

Through its members and Leadership Team, the Chapter shall support its members in complying with all terms and provisions of the Chapter Affiliation Agreement with the Organization

The Chapter shall provide reports of charitable activities and financial activities as provided therein, all to comply with Internal Revenue Service requirements for continued tax-exempt status as a public charity and otherwise to maintain appropriate accountability.

ARTICLE X. RESTRICTIONS ON ACTIVITIES

Section A.      Political Activity

• The Chapter may engage in lobbying (including the publishing or distribution of statements) or otherwise attempt to influence the enactment, amendment, or repeal of, legislation, regulations, rules, codes, orders, or other statements (including referenda), subject to the National Director’s or Organization Board’s direction and supervision, particularly with respect to the Organization’s applicable legal constraints allowing only for “insubstantial” organizational lobbying as a Section 501(c)(3) public charity.
• Political In accordance with the Organization’s applicable legal constraints as a Section 501(c)(3) public charity, the Chapter shall not participate or intervene in (including the publishing or distribution of statements) any campaign for public office on behalf of any candidate for public office.

Section B. Intellectual Property

Members of the Chapter shall at all times recognize the ownership by the Organization of its name, related trademarks, and related service marks, and it shall follow the Organization’s directions regarding same at all times.

Section C.      Exempt Activities

The Chapter shall not carry on any activities not permitted to be carried on (1) by an organization exempt from federal income tax under Section 501(c)(3) of the Code, (2) by an organization, contributions to which are deductible under Section 170(c)(2) of the Code, or (3) by the Organization under its bylaws.

Section D.      Non-Discrimination

In the conduct of all aspects of its activities, the Chapter shall not discriminate on any legally prohibited grounds.

ARTICLEXI.AMENDMENT OF BYLAWS

These Bylaws may be altered, amended or repealed only upon approval by the Organization’s Board of Directors, in its sole discretion.

ARTICLE XII. TERMINATION

These bylaws shall terminate, and the Chapter shall cease to exist, immediately upon the termination of the Chapter or if the Chapter, in the Organization’s sole

discretion, ceases to meet the qualifications for a Organization chapter as set forth in these bylaws. The Chapter shall promptly wind up its affairs, including the surrender of all funds held for the Organization’s benefit, intellectual property licenses and other materials, and any other personal property belonging to the Organization. The Organization may use all available legal remedies to enforce such requirements.

ARTICLE XIII. ADOPTION

These bylaws and actions taken pursuant to them, including the election of officers and directors, shall take effect upon the Organization’s approval thereof.

ARTICLE XIV. MISCELLANEOUS

Section A.      Waiver of Notice of Meetings

Whenever any notice is required to be given to any officer or committee member of the Chapter under the provisions of these Bylaws or applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section B.      Severability

The invalidity or unenforceability of any provision in these bylaws shall not affect the validity or enforceability of the remaining provisions.

Section C.      Forum for Dispute Resolution

The Chapter shall resolve all internal disputes and any disputes with the Organization in accordance with the Dispute Resolution Policy of the Organization.

Section D.      Conflict of Interest

The Chapter shall address all conflicts of interest issues in accordance with the Conflict of Interest Policy of the Organization.

Section E.      Books and Records

The Chapter, at its offices, shall keep correct and complete minutes and books of its Leadership Team and any committees, and shall keep a record of the names and contact information of all officers and other members. All books and records of the Chapter may be inspected by a Chapter officer, as well as by any director or officer of the Organization.

Section F.      Confidentiality

As part of their fiduciary duties owed to the Chapter and Organization, all officers and other agents of the Chapter and the Organization are expected to maintain appropriate confidentiality of information related thereto, including donor and supporter lists and related records, fundraising strategies, financial information about the Chapter and the Organization, plans, other marketing information, expenses, information, personnel matters, and computer passwords (all whether in electronic or paper format), except to the extent such information is otherwise disclosed in accordance with the ordinary course of business to the public or third parties. Such confidentiality is expected to be maintained at all times subsequent to service to the Chapter and the Organization.

                Section G.       Indemnity

 Chapter officers, directors, board members, agents, affiliates, distributors, representatives, and employees shall defend, indemnify, and hold harmless the Chapter, Organization, and its officers, directors, board members, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement

I hereby agree to the BWCV National Chapter Bylaws.