WWIB BYLAWS

ARTICLE I—MEMBERSHIP
Revised 5.26.2010

1. Goals.
Whatcom Women in Business (WWiB) provides its members an opportunity to exchange professional encouragement, education and information. The professional ethics of each member shall be respected at all times. Each member is encouraged to describe her work and expertise to other members so that members can be of help to one another.

2. Active Membership.
Active membership in Whatcom Women in Business shall consist of women in leadership roles, currently employed in owning their own businesses or holding management or executive positions for at least one year. If applicant has been in business for less than a year, the new member is required to be sponsored by a mentor for one year by someone within the group. At least fifty-five percent (55%) of the body of this association will consist of the above career descriptions. Forty-five percent (45%) of the body of this association can also consist of public employees, media personnel, higher education staff and other responsible positions. Each member will be a voting member if each has paid her dues to the association in the amount fixed from time to time by the Board of Directors. Each vote may be exercised in person or by written proxy.

3. Inactive Membership.
Inactive membership shall be given to any member who fails to attend the required eight (8) of twelve (12) meetings in a year. If a member becomes inactive, she risks forfeiture of her career category standing in the event an application is made for membership under the same category. It is up to the member to come before the board to extend special needs for failure to make required meetings.

4. Change of Job Status.
If a member changes job status, she must advise the association in writing at the time of her change of job status. She may participate in the association until the end of the year, but she must then re-qualify for membership based on her new job status. In the event the classification in which the member is to reapply has reached its quota for membership, the member will then be required to wait until an opening occurs in her new field.

5. Application for Membership.
A prospective member can apply for membership after attending two meetings and submitting a written application, including her membership sponsor’s name, to the Membership Committee who will review the qualifications of the applicant and determine whether she meets requirements for membership, and whether her job status conflicts with that of any existing member. If a conflict occurs, the current member can make a formal objection at a board meeting or in writing, and the objection will be considered by the Board. The applicant can respond to an objection in writing or in person at the next Board meeting. If there are no objections to the applicant, or if all objections have been resolved, then the Board will vote upon acceptance and notify the applicant in a timely manner. Upon approval, the applicant will submit dues to Whatcom Women in Business. Declined invitations for membership may be resubmitted.

6. Limitations on Membership.
Membership positions may be restricted by the Board of Directors to meet their responsibility to maintain a balance of those businesses and professions represented in the membership.

a.) It is currently recommended that no more than three (3) members be allowed to share the same career category (i.e. three CPAs, three bankers, etc.). If two (2) or more applicants from the same business, company, or corporation                   apply, they must have different job titles and job descriptions.

b.) Applicants accepted for membership who pursue a career in Multi-level Marketing are encouraged to talk about their product to the membership; however, they may not use the association as a forum to solicit participants into their business.

7. Dues.
The dues for membership in this association shall be proposed by the Board and ratified by the membership at the annual meeting or any special meeting called by the Board of Directors. The rate for dues may be changed by a two-thirds vote of the Board of Directors voting at any duly constituted Board meeting. Dues are payable on or before the first day of January of each year. Dues become delinquent if not paid by February 1 in the same year. Dues for joining after mid year (after June 30th) are prorated as set by the board. A late fee as set by the board will be charged if dues are paid after the due date. An appeal may be submitted in writing to the board regarding late fees by members who feel they have extenuating circumstances.

8. Annual Meeting.
The annual meeting of the membership shall be held at a place designated by the Board of Directors on the fourth Tuesday in November of each year, but in case such date shall be a legal holiday, the meeting shall be held on such date as deemed appropriate by the Board of Directors. Any business proper for consideration by the membership may be considered at the annual meeting, whether or not such business is specified in the notice of annual meeting. Notice of annual meeting may be given in the association newsletter.

9. Regular Meetings.
The regular meetings of the membership shall be held on the fourth Tuesday of each month in the evening, except when these days conflict with holidays. The time and place of the meetings shall be designated by the Board of Directors.

10. Special Meetings.
Special meetings of the membership may be held at a place designated by the Board of Directors, the President or one-tenth of the membership. Only businesses specified in the notice of meeting may be considered at a special meeting of the membership.

11. Notice.
Notice of the time and place of membership meetings shall be delivered to each member in person or mailed to each member at the last address given by the member to the Membership Chair of the association.

12. Quorum.
The presence in person or by the proxy of at least thirty percent (30%) of the members shall constitute a quorum for the transaction of business at any duly called membership meeting. Except as otherwise required by the Bylaws, the act of a majority of the members present in person or by proxy at a membership meeting shall be the act of the membership.

ARTICLE II—BOARD OF DIRECTORS

1. Powers and Qualifications.
The affairs of this association shall be managed by the Board of Directors. Directors shall be members in good standing of Whatcom Women in Business. The term Board Member and Director shall be used interchangeably.

2. Number.
The number of Board Members of the association shall not exceed twenty (20) and shall consist of the President, immediate past President, Vice President(s), Secretary, Treasurer, one or more directors elected at large, plus any other members deemed appropriate. No person serving as a Director or Officer shall have more than one vote on the Board. The Board of Directors may increase or decrease the number of Directors, providing that no decrease in number shall have the effect of shortening the term of any incumbent or reducing the number of directors to less than three (3).

3. Nomination of Board Members.
A Nominating Committee consisting of the current President, past Presidents who are currently members in good standing of the association, and one or more current Board Members shall nominate a slate of Officers and Directors. This slate shall be presented to the membership for acceptance.

4. Election, Term and Removal.
Election of Directors shall take place annually. It is currently recommended that election of Officers and Directors take place at the annual membership meeting in November of each year, with installation of Officers occurring the following month at a regular or special membership meeting. Officers and Directors shall hold office until their successors are elected. No Director or Officer shall serve more than two full consecutive terms in the same position. “Any Director or officer who is deemed unqualified, for unethical or immoral business practices, or for a reason presented to the Board by a Director or Officer in writing or at a regular Board meeting, may be removed from the Board by a majority vote of Directors.  Additionally, Directors or Officers must not be absent for more than 2 of the scheduled annual Board meetings in order to be considered an active Board member.  Unexcused absences beyond two meetings are cause for review by the Director and the Board and are probable reason for replacement on the Board.”

5. Vacancies.
The Board of Directors shall have power to fill any vacancy occurring in the Board by appointment of a qualified member in good standing to the position in temporary status, to serve until the term of office is completed and a successor is elected.

ARTICLE III—MEETINGS OF BOARD OF DIRECTORS

1. Annual Meeting. The annual meeting of the Board of Directors shall be held in January for current and newly elected Directors and Officers.

2. Regular Meetings. The Board of Directors shall meet monthly on the date, place and time designated by the president.”

Each Board member must attend 10 out of 12 scheduled meetings.

3. Special Meetings. Special meetings of the Board of Directors may be held at any place, at any time, whenever called by the President or any two (2) or more Directors.

ARTICLE VII—ADMINISTRATIVE AND FINANCIAL PROVISIONS

1. Fiscal Year.
The fiscal year of the association shall be January 1 to December 31.

2. Books and Records.
The association shall keep current and complete books and records of account. The association shall keep minutes of the proceedings of meetings of the membership.

3. Amendment of Bylaws.
These Bylaws may be altered, amended or repealed by the membership at any duly constituted annual or special meeting of the members, so long as any such amendment has previously been approved by a majority of the members of the Board of Directors. Notice of the proposed amendment(s) must be included in the notice of the meeting.

ARTICLE VIII—REMOVAL

Any director, officer or member of the association may be removed from office or

membership for any action which the Board deems detrimental to the association’s purposes and activities. Removal shall require the affirmative vote of two-thirds of the Board of Directors following ten days’ written notice, to the individual involved, of the reasons for the proposed action and after the individual affected has been given an opportunity, if she desires, to respond to the stated reasons at a meeting of the Board. Failure of a director to attend three consecutive meetings of the Board shall be cause for removal from office. Failure of a member to attend four (4) meetings in any year may be cause for placing the member on inactive status or termination of membership, as will be failure to make timely payment of dues be cause for termination of membership.

ARTICLE IX—FINANCES

An executive committee, consisting of the President, Vice President and Treasurer, shall propose a budget at the Annual Board Meeting for adoption by the members. The Board of Directors may modify the budget. No member, officer or director shall incur debts on behalf of the association which are not provided for in the budget or which would create a liability in combination with other projected debts, greater than the projected receipts of the association during the following twelve-month period.

ADDEMDUM

Banquet Policies:

August 10, 2009 from the Board meeting minutes:

“Discussion about how often someone can be nominated for Professional Woman of the Year.  It was felt 3 years is reasonable.  If someone is nominated one year, they can be re-nominated after a 3 year waiting period.”

Membership Scholarships Support Fund

April 12, 2010 from the Board meeting minutes:

“Extensive discussion revolved around what to do if an active member is unable to continue in WWiB financial reasons.  It was finally voted on and approved that we would work up an annual Emergency Membership Support Fund”  This fund is to be generated from monthly meetings on a mini raffle drawing.

Mission Statement

Goal 1 - To enhance the organization’s credibility

and stature in the community.

Goal 2 - To meet the professional needs of all members.

Goal 3 - To strengthen and broaden membership.