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WNOCC By Laws
Bylaws of the Women's Network of Collier County, Inc.
 
ARTICLE I Name
The name of this non-profit corporation shall be Women's Network of Collier County, Inc., herein, for convenience, also referred to as WNOCC.
 
ARTICLE II Purposes
Women's Network of Collier County (WNOCC), founded in 1988, is a business organization formed to provide a networking system for women to work together professionally in the Collier County area. Members pledge to support one another by promoting members' businesses. The Board Members volunteer their time and talent to improve the quality of the networking system. The Women's Network of Collier County shall observe all local, state, and federal laws which apply to a non-profit corporation as defined in Section 501 (c) (6) of the Internal Revenue Code.
 
ARTICLE III Membership
Section 1. Eligibility
Any person having an interest in the objectives of the organization shall be eligible to apply for membership as individuals. Memberships paid by a company may transfer a paid membership from one employee to another. No person or member shall, on basis of race, national origin, sex, handicap, marital status, religion or age be excluded from participation in any activities provided or sponsored by the WNOCC.
 
Section 2. Membership Process
Application for membership shall be in writing, on forms provided by the WNOCC for that purpose and accompanied by the payment of the membership fee. The membership year runs from January 1 through December 31 of each year.
 
Section 3. Member in Good Standing
A member is considered to .be in Good Standing if he or she has paid all applicable annual and monthly fees due to WNOCC.
 
Section 4 Membership Dues
Membership dues shall be at such rates, schedule or formula, as established by the Board of Directors. Dues are payable annually by January 1st. Membership dues may be prorated. Membership in WNOCC will lapse if payment of dues is not made within sixty days of the due date. Dues for any resigning or expelled member will not be refunded.
 
Section 5. Removal from Membership
Any member may be expelled by a 2/3 vote of the Board of Directors for conduct unbecoming of a member or prejudicial to the aims or repute of the Network, after notice and an opportunity for a hearing are afforded the member complained against.
 
Section 6. Procedure of Removing a Member from Membership
Any person (complainer) may bring a complaint to the WNOCC Board of Directors regarding a WNOCC member's conduct. If the Board of Directors finds the complaint to be valid, a 2/3 vote of the Board will result in the Board issuing a letter to the offending member (complainee) warning that the conduct is unacceptable. Complainee may appear at a closed board meeting to refute the letter of warning.
 
If a second complaint is received by the Board of Directors regarding the same member and the same conduct, a unanimous vote of the Board will result in termination of membership. Such termination should be explained in a written letter to the complainee.
 
Section 7. Limitations
No member of Women's Network of Collier County has the authority to incur an individual debt, or other obligation on behalf of the organization. Only the Board of Directors has the authority to incur debt, obligation, favor, etc. on behalf of the organization, through a regular vote of approval.
 
ARTICLE IV Officers and their Duties
Section 1. Eligibility for Office
Any member in good standing may run for office according to the regular procedures for electing or appointing officers, committee chairmen, and committee members.
 
Section 2. Officers
Elected officers are as follows: President, Vice President, Secretary, Treasurer
 
The rest of the Board of Directors will consist of committee chairmen appointed by the elected officers to committees as described in Article V of this document.
 
Section 3. Terms of Office
Term of office is one year, beginning officially on January 1 and ending on December 31 of the same calendar year. Officers will be formally installed at the January chapter meeting of WNOCC.
 
(See Addendum 1 for individual Job DeSCRIPTIONS)
 
ARTICLE V Board of Directors
Section 1. Board of Directors
The Board of Directors shall consist of nine members, including four officers and five committee chairmen as follows:
 
Officers:
President
Vice President
Secretary
Treasurer
 
Committee chairmen who volunteer for a position and are appointed by the President with approval from the elected officers:
 
Membership Committee Chairman
Program Committee Chairman
Public Relations Committee Chairman
Hospitality Committee Chairman
Corporate Partnerships Committee Chairman
 
Section 2 Duties of the Board of Directors
a. The governing of WNOCC shall be vested in the Board of Directors, which shall control its property, be responsible for its finances and direct its affairs.
 
b. Like Officers, the term of election or appoin1ment for Board members, committee chairmen and assistants is one year, to begin on January 1 and to end on December 31vof the same calendar year. Board members, committee chairmen, and assistants may be elected or appointed for two consecutive terms, but may not succeed themselves for a third consecutive term. Board members (including officers), committee chairmen, and assistants volunteer for service; these are not paid positions. All proposed Board members must be members of WNOCC in good standing for at least 4 months prior to their official appoin1ment to duty.
 
c. To protect eh Chapter's tax-exempt status as a non-profit organization the laws governing tax-exempt status are to be followed, and such laws shall be reviewed by the Board each January.
 
d. At the beginning of the New Year, the Board members will turn over to the new incoming Board members a general fund of $1000.00 (emergency fund) plus sufficient funds to cover any remaining expenses from the previous chapter year. Any remainder of the funds in the treasury are to be used for operational expenses and the scholarship fund.
 
e. All monies paid to Women's Network of Collier County shall be placed in the general operating fund. Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for by the Budget without additional approval of the Board. Disbursements shall be made by check. For amounts under $1000.00 one authorized signature shall be required. For check amounts over $1000.00 signatures of any two of the four Executive Board Members: (President, Vice President, Secretary and Treasurer) shall be required.
 
f. An annual audit of the WNOCC financial records is required. Prior to the November Board Meeting, the Board should designate an audit committee which consists of at least three members of WNOCC, specifically excluding the Treasurer, who should facilitate the audit but not participate as a member of the committee. At least one audit committee member must currently serve on the Board and at least one audit committee member should be a member of general membership not currently serving on the Board. Any corrections to the financial records should be made immediately and thecommittee will present a final report to the Board at the November meeting and to thegeneral membership at the January meeting.
 
g. In any proceeding in which voting by the Board of Directors is called for, each Board member shall be entitled to cast one vote. All members of the Board, regardless of the position, have equal voting rights. Members of the general membership and subcommittees may attend the Board meetings, but only Board members are eligible to vote. A Board Member's written proxy (vote) is acceptable. Board Quorum is reached by attendance of a simple majority of Board members in good standing.
 
h. Following the election of officers in November of each year, each board member shall with the newly elected or appointed member to prepare and review the budget for the coming year (and provide to the general Membership upon request) and submit to the Treasurer by November 30. The Treasurer will compile the entire budget and submit to the Board of Directors for final approval. The new budget will be submitted to the general membership in January with the Annual Report.
 
i. Board Members are expected to attend at least 9 of 12 board meetings each year.
Following a third absence, a letter of warning will be issued to that Board member by the President. Following a fourth absence, the Board member will be asked to surrender his or her position. Exceptions to this rule may be considered. .
In the case that a Board Member is not able to attend a Board Meeting, that Board Member should send a representative to the meeting to offer the committee report, or if no representative is available, the Board Member should send a report to the President before the meeting of the Board of Directors. In any case, a representative will not have a voting right.
 
Board members are also expected to attend at least 6 of 12 yearly chapter meetings.
 
j. The Board of Directors will oversee all committees, sub-committees and ad-hoc committees.
k. Chapter records should be maintained and passed on to successive Board members. The Secretary should maintain a record of all Bylaws, Standing Chapter Rules, Minutes and other associated records and should pass those records on to the incoming Secretary at or before the beginning of the chapter year. The Treasurer should maintain chapter financial records, checkbook, and other appropriate items, all of which should be passed on to the incoming Treasurer at or before the beginning of a new chapter year. Likewise, each Officer, Member of the Board of Directors, Committee Chairman, AdHoc Committee Chairman and Sub-Committee Chairman should maintain and pass on records to the appropriate succeeding member. All records are property of WNOCC and shall not be retained by individual members of the chapter.
 
ARTICLE VI Nominations, Elections, Vacancies and Terms of Office
Section 1. Nominating Committee
The nominating committee shall be comprised of the Past President, and four additional members in good standing, at least two of which will be volunteers from the general membership who do not currently serve on the Board of Directors. Tills committee will convene in September before the membership meeting, with the Past President as chair. They shall present nominees for the next year's President Vice President, Secretary, and Treasurer.
 
Section 2. Nomination of Officers
The nominating committee will seek nominations for office. Members in good standing may nominate themselves or be nominated by other members in good standing.
 
Section 3. Election of Officers
a. Election of officers will take place at the general membership meeting in October. Nominations may be accepted from the floor the day of the election: the chairman of the nominating committee will call for further nominations for each office just before the vote takes place.
b. Election will take place by means of a secret paper ballot. For purposes of the election, no specific quorum of attendance is required. The candidate receiving the most votes will win the election.
c. In any proceeding in which voting by the general membership is called for, each member in good standing shall be entitled to cast one vote.
 
Section 4. Vacancies in Office
a. In the case of a vacancy in the office of President, the Vice President will become the President.
b. In the case of a vacancy in the office of Vice President, Secretary, or Treasurer, the Board of Directors will select a member in good standing and appoint that person as the new officer, following a vote of approval by a two-thirds majority of the Board of Directors. The appointed officer will serve the remainder of the regular term.
 
ARTICLE VII Meetings
Section 1. Membership Meetings
Speakers scheduled to speak at the monthly meeting shall complete a speaker's information form and be screened by the Programs Committee for appropriate presentation content. Topics should be of an educational nature, of interest to the majority of the members and may not be for self-promotion, religious or political purposes. A panel of speakers will be formed when several members in the same field wish to speak.
 
ARTICLE VIII Committees, Committee Chairs and Special Appointees
Section 1. Types of Committees
The following committees are considered standing committees. Subcommittees may be added or dissolved as voted upon by the Board of Directors:
Membership Committee
Program Committee
Public Relations Committee
Subcommittee: Website
Hospitality Committee Chairman
Subcommittee: Greeters
Subcommittee: Reservations
Financial Committee
Subcommittee: Corporate Partnerships
 
Section 2. Special Committees
Ad-hoc committees may include Tradeshow Committee and Scholarship Committee. These and other committees shall be established and dissolved as decided by the Board of Directors.
 
Section 3. Committee Members
All committee members shall be WNOCC members in good standing. All members are eligible to volunteer for and serve on committees.
 
Section 4. Parliamentarian
In addition to the regular standing committees, subcommittees, and special committees, the Board shall appoint a Parliamentarian. The parliamentarian will maintain the bylaws, oversee the process of any requests for changes or changes, and ensure that all procedures of the Board of Directors and general membership occur in accordance to the WNOCC Bylaws and/or Standing Chapter Rules. The Parliamentarian is not a member of the Board of Directors and does not have a vote during Board meetings.
 
ARTICLE IX Quorum
Section 1. Quorum for Board of Directors Meetings
Board quorum means simple majority of the nine members of the Board of Directors
 
Section 2. Quorum for Membership Meetings
For purposes of voting on changes in the WNOCC Bylaws, a quorum will consist of two thirds of the members in good standing. For elections, no specific quorum is required but proxy votes will not be accepted.
 
ARTICLE X Fiscal Year
The fiscal year of the Women's Network of Collier County shall close on December 31, unless otherwise designated by the Board. However, board members remain on the board and are responsible to complete the duties of their office through the January Gavel Event.
 
ARTICLE Xl Competitive Bidding
Members of the Network may volunteer their services at no cost. "When no member volunteers a needed service, a competitive bidding procedure (RFP) should be followed. All members in good standing who have applied to be considered for bids will be asked to bid first on all servicesneeded. If there are no bids, the Board may go to the community at large for services needed.
 
ARTICLE XII Parliamentary Authority
The latest edition of Robert's Rules of Order Newly Revised shall govern in all instances where they are applicable and in which they are not superseded by these Bylaws and Standing Chapter Rules.
 
ARTICLE XIII Bylaws Amendments
Section 1. Process to Amend the Bylaws
a. In October of each Chapter year, the Board of Directors will review the Chapter Bylaws and Standing Chapter Rules, and will petition the general membership to submit to the current board any requested changes to the Chapter Bylaws and/or Standing Chapter Rules.
b. Members may propose bylaws amendments to the Board of Directors and the Bylaws committee shall present proposed amendment(s) to the Board of Directors for review and for approval to be sent to the membership prior to the publication of the amendments. Bylaws committee will be chaired by the parliamentarian and will consist of at least one member of the Board of Directors and one other WNOCC member not currently serving on the Board of Directors.
c. Written notice of the proposed amendments shall be sent to the membership by mail, email or fax at least 10 days before the meeting at which such amendments will be discussed and voted on by the membership.
 
Section 2. Vote required to Amend the Bylaws
a.       These bylaws may be amended by the members, at any membership meeting with a two-thirds vote, provided that written notice of the proposed amendment(s) shall have been sent to each member as stated in Article XIII, Section 1.c.above.
 
Section 3. Availability of Bylaws
Bylaws, as amended, should be made available to the general membership annually or should be provided to any member in good standing upon requested.
 
ARTICLE XIV Indemnification
Women's Network of Collier County, by resolution of the Board, may provide for indemnification by the Network of any and all its Board Members, present or former, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are parties, or a party, by reason of having been members of the Board of Directors except in relation to matters as to which such members shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
 
ARTICLE XV Dissolution
Women's Network of Collier County shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of the said funds shall inure, or be distributed to, members of the Network. On dissolution of the Network, any and all funds shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board as defined in Section 50 1 (c) (6) of the Internal Revenue Code.

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