The name of this organization shall be The International Women s Club Bermuda (hereinafter known as the IWC ).

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1 International Women s Club - Bermuda Constitution, By-laws and Standing Rules Constitution ARTICLE I - NAME (Amended May 2004) The name of this organization shall be The International Women s Club Bermuda (hereinafter known as the IWC ). ARTICLE II - OBJECTS The objects of the Club are to promote intellectual growth, to encourage social fellowship, to provide service to the community and to provide support and assistance in the integration of newcomers to Bermuda. ARTICLE III - LIQUIDATION In the event of liquidation of the Club, the assets are to be distributed to philanthropic organizations or institutions in Bermuda as appointed by the Executive Board (hereinafter referred to as the "Board"). By-Laws ARTICLE I - MEMBERSHIP (Amended May 2007) 1. The membership of the Club shall be open to women of all nationalities residing in Bermuda who actively support the objectives of the Club. 2. Any member who has served as President shall automatically be elected to Honorary Life Membership on completion of a full term of office. Any other member on recommendation of the Board and with approval of the membership may become an Honorary Life Member. An Honorary Life Member shall have all the privileges and responsibilities of a regular member, but she shall be exempt from yearly dues. She will be responsible for all other fees and charges. Exception: The Founding President of IAWC, even though an Honorary Life Member shall be exempt from all dues, fees and charges. Honorary membership shall be given to the wife of the Governor of Bermuda, wife of the Premier of Bermuda and wife of the United States Consul General. If any of the above positions are held by a woman, she shall be the Honorary Member. The Honorary Member shall be exempt from all dues, fees and charges and shall not have voting privileges. 3. Resignations shall be presented in writing as they occur to the Membership/Database Chairperson, who shall present same to the Board.

2 4. Any member failing to pay her dues by August 31, provided that due notice has been given in the IWC Newsletter, shall forfeit her membership, and will not be included in the Directory. 5. Any member who is in arrears with any club fees and/or charges for more than 30 days after notice of the arrears has been sent by the Board shall have her membership suspended until such arrears are paid in full. ARTICLE II - OFFICERS (Amended May 2007) 1. The officers of the Club, who shall form the Board, shall be President, First Vice President Membership/Database, Second Vice President Hospitality, Third Vice President Programs, Fourth Vice President Philanthropic, Secretary, Treasurer, Social Chairperson, IWC New Islanders Chairperson, Publicity Chairperson, Publications Chairperson and Webmaster. (Amended May 2009, May 2010) An outside auditor shall be appointed by the President. On completion of her full term of office, the outgoing President shall become a voting member on the Board for one year in an advisory capacity. Her term may be extended at the discretion of the President and the Board. (Amended May 2007) 2. A majority of the Board shall constitute a quorum for the transaction of business. 3. In each Club year the President may appoint a maximum of three officers to fill vacancies on the Board. ARTICLE III FINANCE 1. The funds of the Club shall be derived from the dues and from such other sources as the Board may approve. 2. Distribution of funds may be made with the approval of the Board. Bank accounts in the name of the Club may be established at a bank designated by the Board with the provision that the President and Treasurer shall be co-signatories. In the absence of either the President or Treasurer, the First Vice President shall become co-signatory. 3. The fiscal year shall begin on July 1 of each year. 4. a. The Board may from time to time review the amount of annual dues and, upon the approval of the membership, change the dues. b. Special voluntary subscriptions may be collected for any project undertaken by the Club. 5. Members collecting funds in the name of the Philanthropic Committee must present them to the Chairperson of that committee who shall record them and turn them over to the Treasurer of the Club within seven days. 6. Officers and/or Committee chairpersons shall make requisitions to the Treasurer for funds necessary for their projects and make monthly reports to the Board.

3 ARTICLE IV - ELECTION OF MEMBERSHIP (Amended May 2007) 1. Women who wish to join the Club shall apply using the Club application form (as amended from time to time). 2. The Membership/Database Chairperson shall receive and process all applications for membership. The Membership/Database Chairperson shall present applications received at the next Board meeting for information and the applicants will be admitted to membership at the next meeting of the Club. 3. Any member in arrears with her dues or whose membership is suspended due to non-payment of arrears of club fees and/or charges shall have no right to take part in the proceedings of any meeting nor vote on any project. 4. A member having resigned in good standing may reapply for membership. 5. Women being accepted into the Club from October to March inclusive will pay membership dues of $50. Women being accepted into the Club in April, May and June will pay reduced membership dues of $25. ARTICLE V - ELECTION TO OFFICE (Amended May 2007) 1. By the February meeting of the Club, the President shall appoint a Chairperson of the Nominating Committee. Two additional members of the Nominating Committee shall be nominated from the floor at the February meeting of the Club. At this meeting the President shall also appoint an Election Chairperson and two inspectors of election. (Amended May 2009) 2. This Committee shall select one nominee for each office of the Club. The list of the Committee's nominees shall be presented at the April meeting. The slate of proposed officers will be voted on at the May meeting of the Club, installed at the June meeting of the Club and become effective on July 1 st. 3. Elected officers shall be eligible for election to the same office for two consecutive terms. A term shall consist of one year. 4. The election to any office shall be by a majority vote. All absentee ballots must be delivered to the election Chairperson within the two weeks prior to the election. 5. All elections shall be by ballot, but the members present by majority vote may dispense with the ballot when there is but one candidate for each office, and a voice vote taken. 6. The term of newly elected officers shall begin after their installation. ARTICLE VI - DUTIES OF OFFICERS (Amended May 2007) 1. The President shall preside at all meetings and shall exercise general supervision over the affairs of the Club. She shall, together with the Secretary, draw up all written contracts and

4 obligations of the Club. She shall be an ex-officio member of all committees except the Nominating Committee. 2. The First Vice President shall keep the roster up to date. She shall assume the duties of the President in the absence of the President or at her request and also act as Membership/Database Chairperson. The Membership/ Database Chairperson shall maintain details of members on the Club database and supply the Distribution Chairperson with labels for the mailing of the Club Newsletter and/or for any other necessary Club mailings. She is also responsible for communicating any electronic Club announcements. 3. The Second Vice President shall act as Hospitality Chairperson and also assume the duties of the President in the absence of the President and First Vice President. 4. The Third Vice President shall act as Program Chairperson and also assume the duties of the President in the absence of the President and First and Second Vice Presidents. 5. The Fourth Vice President shall act as Philanthropic Chairperson and also assume the duties of the President in the absence of the President and First, Second and Third Vice Presidents. 6. The Secretary shall record the minutes of all meetings and send necessary correspondence and communications as authorized by the Board. 7. The Treasurer shall submit an accurate account at each meeting of the Board and Club. The Treasurer shall receive all Club funds. In the event of the absence of the Treasurer, the Board shall appoint one of its members to act as Treasurer. 8. The Treasurer shall have the accounts of the treasury audited by an accountant and shall report the findings to the Board when received and to the members at the first monthly meeting thereafter. 9. The Social Chairperson shall organize two social functions for Club members each year. 10. The IWC New Islanders Chairperson shall prepare and distribute a welcome package to contacted new residents and hold two social functions per year. (Amended May 2009) 11. The Publications Chairperson shall compile and publish all publications and printed matter relating to the Club newsletter. 12. The Publicity Chairperson shall take charge of all public relations relating to the Club and keep a scrapbook of the year's events. 13. The Webmaster shall be responsible for the operation and maintenance of the Club Website. (Amended May 2010) 14. The Board shall meet once a month from October to June, inclusive, and shall pass upon all plans of committees.

5 15. No officer of the Club or Chairperson of a committee shall transact any business of the Club without the consent of the Board. 16. The Board shall have power to act in all emergencies. 17. An officer who is absent from three consecutive meetings of the Board without valid excuse may, at the discretion of a majority of the remaining officers, be replaced for the balance of her term by an appointee. The President shall be empowered to appoint an interim replacement who must be approved by the Board to fill a vacancy until the next election. ARTICLE VII - COMMITTEES 1. Committee chairperson necessary to carry on the objectives of the Club shall be appointed by the President. 2. The Chairperson of each committee shall submit plans for the Club year to the Board for approval. ARTICLE VIII - MEETINGS 1. The regular meeting of the Club shall be held once a month from October to June. 2. The last meeting in June shall be the Annual Meeting. 3. The date of any meeting may be changed by the Board upon due notice to the members. 4. A special meeting may be called by the President or by the Board at any time. Each member shall in such event be notified. 5. Twenty members shall constitute a quorum for the transaction of business. ARTICLE IX - PARLIAMENTARY AUTHORITY 1. Robert's Rules of Order, Revised shall govern the proceedings of the Club provided it does not conflict with the Constitution and By-Laws. ARTICLE X - AMENDMENTS 1. The Constitution and By-Laws may be amended by a two-thirds vote of the members present at a regular or special meeting, provided the proposed amendment has been approved by a twothirds vote of the Board and a copy thereof sent to each member at least one month before the vote is taken. ARTICLE XI - DEPUTIES 1. A Chairperson may propose a Deputy Chairperson who shall be approved by a majority vote of the Board.

6 2. In the absence of a Chairperson, her Deputy Chairperson shall attend all Board meetings and assume all responsibilities of the Chairperson. 3. A Deputy Chairperson shall have a proxy vote of the absent Chair person only upon prior notice to the President by the Chairperson. 4. An Officer may not be a Deputy of another Officer of the Board. STANDING RULES 1. All Club notices sent out by officers or committee chairpersons must have the approval of the Board. 2. Upon approval of the Board, donations to a charity of $1,000 or more shall be made with the approval of the members. Donations of less than $1,000 shall be made by Board approval alone. (Amended May 2004) 3. No appeal for any charity shall be made without the consent of the Board. 4. Appointed chairpersons shall be appointed yearly by the President. 5. Officers and chairpersons shall submit a copy of their annual reports to the Board before delivering their reports at the Annual Meeting. (Amended May 2007) 6. Only members whose dues are paid in full and whose membership is not suspended due to non-payment of arrears of club fees and/or charges may receive club publications, except that IWC New Islanders may receive a copy of the IWC Newsletter. (Amended May 2009) 7. A meeting of the Board members shall be called by the President before October 31 to outline plans and budget expenses for the coming year. 8. Each Chairperson shall keep a handbook to be turned over to her successor. 9. Non-members may attend two luncheon or breakfast meetings per calendar year, either as the guest of a member or by invitation of the Board. Non-members may participate in Club functions at the discretion of the Board. (Amended May 2009) 10. Renewal dues shall be $60 per annum, reduced to $50 per annum if paid by June Only members may make or cancel reservations for club meetings. 12. Any member who cancels a reservation made for a club meeting for herself (or any non member guest she has invited) after the reservation deadline has passed must pay the appropriate charge within 30 days.