Women Business Owners of Montgomery County Bylaws

Bylaws (amended August 1996)

Women Business Owners of Montgomery County, Inc.
Bylaws as amended August, 1996 [deleted text] [amended text]

I. Name
II. Seal and Offices
III. Organization/Purpose/Jurisdiction
IV. Membership
V. Meetings/Quorums
VI. Directors
VII. Officers
VIII. Revenue
IX. Amendments

ARTICLE I
NAME

SECTION 1:01 - NAME. The name of this organization shall be Women Business Owners of Montgomery County, Inc.

(a) For the purposes of references in these Bylaws the organization shall be designated as WBO.

ARTICLE II
SEAL AND OFFICES

SECTION 2:01 - SEAL. The seal of WBO shall be the logo as it appears on the letterhead designed for the organization.

SECTION 2:02 - OFFICES. WBO shall maintain offices at such place or places as the Board of Directors shall from time to time establish.

ARTICLE III
ORGANIZATION/PURPOSE/JURISDICTION

SECTION 3:01 - ORGANIZATION. WBO shall be an incorporated, nonprofit organization.

SECTION 3:02 - PURPOSE. The affairs of WBO and the activities of its officials shall be conducted:

(a) To provide a forum for a network of women who are owners or principals of their own businesses.

(b) To foster and engage in the study and research relating to any and all aspects of the woman's role in business.

(c) To do all things necessary, expedient or appropriate to the accomplishment of any of the objects and purposes for which WBO is formed except as restricted by the Bylaws of the organization.

SECTION 3:03 - LIMITATION OF PURPOSE. In no event shall any of the property, dues, contributions or things of value owned by WBO and no part of its earning shall inure to the benefit of a private individual except as specifically provided in the Bylaws.

SECTION 3:04 - JURISDICTION.

(a) The Board of Directors of WBO shall have the right to establish membership dues for all members which shall constitute income of WBO.

(b) Title to and ownership of property and of all money or property given or distributed to WBO shall be managed by the Board of Directors for the purposes of WBO. No members shall have any right, title or interest in any such property or money.

(c) The area of the WBO organization is designated as Montgomery County and surrounding jurisdictions and may not be changed without an amendment to the Bylaws.

ARTICLE IV
MEMBERSHIP

SECTION 4:01 - MEMBERSHIP.

(a) There shall be three types of membership status. [Full Members shall be Individuals who own a controlling interest in a business as either a sole proprietor, partner, or corporate officer/director.] Full Members shall be individuals who are actively involved in the management and operation of a business and who also bear a significant risk of loss. They may own their own business as sole proprietors, general partners in a partnership, members in a limited liability company, or persons serving actively in the management of a corporation as officers and/or directors and holding at least 10 percent of the shares issued. Full Members shall be entitled to all privileges of membership including, but not limited to, holding an office, serving as a Board member, and voting in all WBO elections. Associate Members shall be directors or managers of businesses or organizations that support and encourage the efforts of women business owners. Associate Members shall not have voting privileges and shall not be eligible to serve in an elected position. Affiliate Members shall be past WBO members who are no longer business owners. Full, Associate, and Affiliate Members shall be entitled to attend meetings at reduced rates, participate in activities, serve on committees, and receive copies of publications. An individual is not considered a Member (either Full, Associate, or Affiliate) until current dues are paid in full.

(b) Application for Membership shall be made by completing standard application forms to be processed by the Membership Committee. Eligibility of the applicant shall be determined on a case by case basis by at least two members of the Board of Directors. The decision to accept or reject an application is final.

(c) Limitation of Liability. No member, Board of Directors member or Officer shall be personally liable for the debts, liabilities or obligation of WBO.

(d) If a corporation pays for a member's dues, then only that individual is eligible to attend as a member. The membership can be transferred to another person for a fee as set by the Board of Directors.

ARTICLE V
MEETINGS/QUORUM

SECTION 5:01 - ANNUAL MEETING. An annual meeting of the membership may be held once a year at such time and place as specified by the Board of Directors.

SECTION 5:02 - MEETINGS OF BOARD OF DIRECTORS. The Board of Directors of the organization shall hold monthly meetings for any purpose to be called at any time by the President, or if she is absent or unable or refuses to act for any reason by the Vice President, or by any three Board Members. Notice of the time and place of each such meeting together with the purpose of the meeting shall be given to every Board Member without exception for any reason. Failure to notify a Board Member of a meeting causes the meeting to be null and void. Any five (5) voting members of the Board of Directors shall constitute a quorum. All Board meetings shall be open to the general membership for the purpose of ensuring communication of the membership's requests and expectations of WBO to the Board of Directors.

ARTICLE VI
DIRECTORS

SECTION 6:01 - POWERS. Subject to the limitation of the Bylaws the powers of the organization shall be exercised, its property controlled and its affairs conducted by its Board of Directors. The Board of Directors shall have the following powers:

(a) To fix the compensation for any and all agents or employees of WBO.

(b) To conduct, manage and control the affairs and business of WBO and to make such rules and regulations not inconsistent with the Bylaws.

(d) To borrow money and incur indebtedness for purpose of WBO.

(e) To represent WBO at meetings and in correspondence as the Board of Directors see fit.

(f) To report to the membership the Board's actions, policy decisions and financial disbursements.

(g) To survey the membership as to their expectations and/or disappointments regarding WBO, to be conducted from time to time.

SECTION 6:02 - COMPOSITION. The Board shall be elected by the Full Members and serve as their representatives. The Board of Directors shall be composed of nine (9) members: eight (8) of whom are elected. Eight (8) of the members are voting members and one (1), the immediate past president, is a non-voting member. Four (4) of the voting Directors shall be Officers. The remaining four (4) Directors shall chair standing committees.

SECTION 6:03 - TERM AND ELECTION.

(a) The terms for all Directors (officers and standing committee chairs) shall commence in September. The terms of the four officers shall be one year. The terms for the other board members shall be two years. Board members serving a two-year term may be elected as an officer during the second year. Officers shall be elected to their respective positions by ballots distributed to Full Members during the general election held at the June meeting or the meeting month closest to June, if a meeting is not held in June.

(b) No member of the Board shall be eligible for more than two consecutive terms.

(c) During March of each year, the Board of Directors shall select a Nominating Committee consisting of an odd number of individuals. The Nominating Committee shall be composed of at least one (1) Board Member and one (1) non-Board Full Member. The Nominating Committee shall meet in April to select a slate of candidates for officers and other open Board positions. At least one (1) name shall be selected for each officer and open Board position. The slate of candidates along with the candidates' optional campaign statements shall be included in the May newsletter.

(d) All candidates for positions as either officers or other Board members must be Full Members of WBO. Candidates may be selected by the Nominating Committee, nominated by themselves, or nominated by other Full, Associate, or Affiliate Members. A call for nominations shall be included in the April newsletter. Nominations will be accepted until the close of business on April 15 or the next business day. All nominees shall be screened to verify that they are eligible and willing to serve on the Board of Directors. Candidates must be informed of the duties expected of them before the election is held.

(e) The election of officers and board members shall take place at the general meeting held in June or the meeting month closest to June, if a meeting is not held in June. Each Full Member will be given a ballot when she checks in at the beginning of the meeting. The ballots will be personally collected by representatives of the Nominating Committee before the end of the meeting. Full members who cannot attend the meeting will be permitted to request an absentee ballot. Absentee ballots may be requested up to and including the deadline date for the meeting reservations. The Nominating Committee will maintain a log sheet of all absentee ballots requested and returned. The Nominating Committee shall designate a member of that committee to receive absentee ballots and the returned absentee ballots must be received by the designated member before the general meeting at which the election will be held. The absentee ballots and meeting ballots shall be counted at the meeting by the Nominating Committee and the elections results announced at that meeting. In the event of a tie vote for any officer or director position, the tie vote will be announced and the meeting ballots will be recast and counted again with the absentee ballots until the tie is broken and the election results can be announced. Records of vote tallies will be maintained in the event a Board position is vacated and must be filled by the candidate receiving the next highest number of votes.

(f) The four officers shall be determined by the candidate receiving the most votes in each officer position. The other Board members shall be determined by the four board position candidates gaining the most votes. Results of the election shall be announced in the July newsletter. July and August shall be transition months for the outgoing and incoming Boards.

(g) All newly elected members of the Board of Directors shall take office in September next succeeding such election.

SECTION 6:04 - RESIGNATION. If for any reason a Board Member does not fulfill her obligations as a Director, including committee work and Board of Directors meetings, and does not participate in the affairs of the organization, she may be asked to resign by a 4/5 vote of all Board Members. If a Board Member refuses to resign, she can then be disqualified by a vote of 4/5 of all Board Members.

SECTION 6:05 - VACANCIES. A vacancy of the Board of Directors of the organization shall be filled by the non-voting member and shall hold office for the remainder of her own elected term. The non-voting member's position shall be offered to the WBO member who received the next highest vote count from the most recent general election. If said member rejects the offer, the member who received the next highest count shall be offered the position. This procedure shall be followed until the vacancy is filled. This new non-voting Board Member shall hold said position for the remainder of the departed Board Member's term.

SECTION 6:06 - PROXIES. Proxies may be given by a Board Member only to another Board Member and shall be given in writing for a specific meeting and may not be bound over to another meeting.

ARTICLE VII
OFFICERS

SECTION 7:01 - OFFICERS. The officers of the organization shall be: President, Vice President, Secretary and Treasurer.

SECTION 7:02 - QUALIFICATIONS. All officers shall be Full Members of WBO. No officer shall receive any salary or compensation for her service as an officer.

SECTION 7:03 - ELECTION AND TERM. The Full Members shall elect the officers by majority vote during the general election held in June. The term of office of each officer shall be for one year, commencing September 1. Each officer shall remain in office until she or her successor shall be elected and qualified. A person who has served in an office and subsequently has been inactive with respect to said office for one term is again eligible for nomination and election to the same office. No officer shall hold the same office for more than two (2) consecutive terms.

SECTION 7:04 - REMOVAL AND RESIGNATION. Any of the above officers may be removed by a vote of 4/5 of the Board of Directors eligible to vote after reasonable notice and a hearing if it is requested. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or the Secretary.

SECTION 7:05 - FILLING OF VACANCIES. A vacancy in any office caused for any reason shall be filled by a majority vote of the Board of Directors. Each officer so appointed shall hold office for the remainder of the term of the officer who has vacated said office.

SECTION 7:06 - DUTIES OF OFFICERS. The duties and responsibilities of the principal elected officers are as follows:

(a) President. The President shall preside at all meetings; approve all expenditures; make an annual written report to the membership on the activities of the organization and shall exercise and perform such other powers and duties as may from time to time be assigned to her by the Board of Directors and Bylaws. She shall also appoint all committee chairmanships and name all committees that from time to time she deems necessary to promote the professional welfare of WBO. Among those committees shall be the following Standing Committees whose chairmanships shall be members of the Board of Directors.

1. Publicity Committee. The committee shall notify the press about the organization's activities.

2. Membership Committee. The committee shall run the annual membership drive and process new memberships and collect membership dues.

3. Program/Special Events Committee. The committee's responsibilities shall include regularly scheduled workshops, meetings, discussion groups or seminars. The committee shall also develop all special programs and events of the organization.

4. Newsletter Committee. The chairperson is responsible for overseeing the composition, production, and distribution of a monthly communication vehicle.

5. Directory Committee. The committee shall be responsible for updating the directory and mailing them on a schedule as set by the Board of Directors.

(b) Vice President. The Vice President shall assist the President in the performance of her duties as may be assigned to her by the Board of Directors.

(c) Secretary. The Secretary shall be responsible for the keeping of a record of the minutes of the proceedings of the Board of Directors and distribute a copy of said minutes to all Board Members within ten (10) days following each meeting and a summary of the minutes to the newsletter editor. The Secretary shall be responsible for coordinating and delegating responsibility for all mailings.

(d) Treasurer. The Treasurer shall be responsible for the supervision of accounts of all monies of the organization received or disbursed and the depositing of all monies and valuables in the name and to the credit of WBO in such banks and depositories as the President or the Board of Directors shall designate. The Treasurer shall render to the President and the Board of Directors at regular meetings of the Board or whenever the President requires her to report on the financial condition of the organization and shall perform such other duties as are given to her by the President or at the direction of the Board of Directors.

ARTICLE VIII
REVENUE

SECTION 8:01 - SOURCES OF REVENUE. WBO shall be supported by monies received from dues, monthly meetings and other activities as determined by the Board of Directors.

SECTION 8:02 - WBO RESPONSIBILITY. WBO shall pay all bills and commitments made by the Board of Directors in regard to all activities and other functions.

SECTION 8:03 - DUES. Members shall pay annual dues in such amounts and in such manner as shall be specified by the Board of Directors.

SECTION 8:04 - FAILURE TO PAY DUES.

(a) Members will be sent a notice on August 1 of dues payable annually.

(b) If dues are not paid, the member will be sent a second notice one month following the first notice.

(c) If dues are still not paid, the member will be sent a third and final notice clearly marked "FINAL NOTICE" two months following the first notice.

(d) Two weeks after the third and final notice is sent, if dues still are not paid, the member will be deemed to have ceased and terminated her membership in the organization for nonpayment of dues.

ARTICLE IX
AMENDMENTS

SECTION 10:01 - AMENDMENTS. Amendments to these Bylaws shall be submitted in writing at least thirty (30) days prior to consideration by the Board of Directors and shall require a 4/5 affirmative vote of all Board Members present or voting by proxy for adoption.

[All amendments to these Bylaws shall be subject to approval by a 2/3 majority of the membership.] All amendments to these Bylaws shall be subject to approval by a 2/3 majority of the membership present and voting at a general meeting. Absentee ballots shall be made available on request to members who are unable to attend such a general meeting.

ADDENDUM:

Addendum P 1:

For the first year only, eight (8) Directors will be elected; the four persons gaining the most votes will serve a two-year term, and the persons gaining the next four highest number of votes will serve a one-year term. The person earning the fourth highest vote count will be non-voting for one year.