BYLAWS

WOMEN BUSINESS OWNERS NETWORK OF THE TRIANGLE NORTH CAROLINA  BYLAWS

(ADOPTED JULY 25, 2007)

ARTICLE 1 – NAME

The name of this organization is the Woman Business Owners Network of the Triangle, North Carolina (hereinafter referred to as WBON  of the Triangle, NC)

Article 2 – Specific Purpose

The specific purpose for which the corporation is organized is as follows

To operate as a business association for the purpose of improving economic opportunities for women as entrepreneurs and encouraging women to establish and operate their own businesses; to provide a vehicle for mutual professional and personal support for members; to provide a forum for discussing issues and experiences relevant to women business owners; to stimulate local, regional, and national networks of professional contacts; to provide learning opportunities, such as workshops, conferences, seminars, and informational forums to help women become more effective in areas of management skills, finance, business development, competition, time management and marketing.

Article 3 – Membership

Section 1.  Classifications

  • A.      Active
  • An active member of WBON of the Triangle, NC sall be any woman who is an owner, part-owner, prospective owner of a business, or any woman engaged n a business or occupation that supports women in business.
  • B.      Sustaining
  • Individuals, corporations and organizations who subscribe to the objectives of WBON of the Triangle, NC and wish to lend support to WBON through membership shall be Sustaining Members and have no voting rights.  Annual dues are waived, as deemed by the Board of Directors.
  • C.      Honorary
  • Honorary Membership may be bestowed upon women whose significant accomplishments, community service or political activities have contributed to the advancement of women business owners.  Honorary members have no voting rights, and are not eligible to hold chair, council, board of director or officer positions and shall represent no more than 2% to the total WBON membership.    Annual dues are waived.

Section 2.     Approval of Members.  An individual interested in membership in WBON of the Triangle, NC shall submit a written and signed application on the form approved by the Board of Directors and shal become a member upon payment of the required annual dues.

Section  3.   Resignation.  Any member may resign.  No portion of any dues paid shall be refunded to the resigning member and member shall remain liable for accrued and unpaid charges.

Section 4.   Expulsion.  The Board of Directors may censure, suspend, or expel any meber of the WBON of the Triangle, NC for good cause by an affirmative vote of two-thirds (2/3) of the members present and voting at a meeting after fair hearing.  The action of the WBON of the Triangle, NC Board of Directors shall be final.

Section 5.  The Board of Directors shall suspend, terminate or change the status of any member who no longer qualifies for active membership.

Section 6.  Membership is applicable to an individual woman, or a business.  A business may join and have up to three (3) representatives.

Article 4 – Dues and Fees

Section 1.  Each member shall pay the applicable dues annually upon acceptance of membership and thereafter at the end of the member’s 12 mo cycle.

Section 2.  The Board of Directors shall establish the dues structure.  Any increase in active member dues shall be approved by an affirmative vote of two-thirds (2/3) of the Board of Directors.

Section 3.  Dues are not transferable or assignable.

Article 5 – Officers

Section 1.  Officers.  The officers of WBON of the Triangle, NC shall be President Vice President, Secretary, and Treasurer.  The offices of President and Vice President may be held b no more than two (2) women.  Only active members shall serve as officers

Section 2.  Executive Committee.  The Executive Committee shall consist of the officers and the immediate Past President.

Section 3.  Duties of Officers.

A.      The President shall:
1)     By the principal officer of WWBON of the Triangle, NC
2)     Preside at all meetings, Executive Committee and Board of Directors
3)     Appoint special committees except the Nominating Committee
4)     Serve as ex-officio member of all committees except the Nominating Committee
B.      The Vice President shall:
1)     Perform the duties of the President in the absence of the President
2)     Assume other duties as assigned by the President

C. The Secretary shall:

1)      Be responsible for the recording of accurate minutes of the proceeding of all meetings and maintain all records of WBON of the Triangle, NC

D.    The Treasurer shall:

1)      Be responsible for all funds of WBON and shall submit an annual report and budget to the Board of Directors
2)     Oversee the financial activities and records

E.    The Past President shall:

1)      Serve as an advisor to the President
2)     Be chair of the Nominating Committee

Section 4.  Vacancy in office.  A vacancy in any Executive Committee other than that of President or Vice President shall be filled by a majority vote of the Board of Directors.  A vacancy in the position of President shall be filled by the Vice President.  A vacancy in the position of Vice President shall be elected by the membership.

Section 5.  Removal.  A Board Member may be removed from office for just cause by a two-thirds (2/3) vote of the Board of Directors after a fair hearing.  An officer may be removed from office by a two-thirds (2/3) vote of the active members after a fair hearing.  After 2 absences without a prepared report or representation an officer or board member may be removed.

Article 6 – Nomination and Elections

Section 1.  The Nominating Committee.  No less than sixty (60) days before the annual meeting in June, a nominating committee shall be formed consisting of the immediate Past President, who will also serve as Chair, one Board Member and at least one (1) active member.  The Nominating Committee shall be responsible for the election and installation of officers.

Section 2.  Nominations.  The Nominating Committee shall present a minimum of 1 (1) nominee for eah office to be filled.  Additional nominations may be made by petition with the procedure established by the Board of Directors.

Section 3.  Elections

A.      Elections are held for President, Vice President, Treasurer and Secretary.
B.      Elections are held at the May meeting with ballots distributed by email two (2) weeks before the meeting to all members in good standing.
C.     Members may vote either by email or at the May meeting
D.    E mailed ballots must be received bt the Nominating Committee Chair prior to the May meeting.
E.     All nominees will have the opportunity to speak at the May meeting  (2-3 min) and make a short written statement in the voting email.
F.     At least one-third (1/3) of the members’ votes are required for a Quorum to make the elations valid.
G.    No elected officer shall be eligible to serve more than two (2) consecutive terms in the same office.
H.    Officers shall be announced at the June monthly meeting, assume their duties at the Annual Retreat and will be installed and act in their appropriate roles beginning with the July social.
I.      The current Board serves through June 30 term end and transitions duties to the new Board of Directors at the Annual Retreat.

Section 4.  Term of Office.  Each officer shall hold office, unless that person resigns or is removed until a successor has been elected and duly installed.

Article 7 – Board of Directors

Section 1.  Composition.  The Board of Directors shall consist of President, Vice President, Secretary, Treasurer, the immediate Past President, and all standing committee chairs.  Board members shall be active members of the association

Section 2.  The Board of Directors shall manage the affairs of WBON of the Triangle, NC.

Section 3.  Special meeting of the membership may be called by the President, the Board of Directors, or not less than one-tenth (1/10) of the members having voting rights, at a place designated by the Board of Directors.

Section 4. Written or printed notice stating the place, day and hour of the meeting of membership shall be mailed to each member entitled to vote at such meeting.

Section 5.  Any action required b the Bylaws to be taken at a meeting of the members, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by fifty-one percent (51%) of the members entitled to vote.

Section 6.  Members holding one-third (1/3) of the valid votes at any meeting shall constitute a quorum at such meeting.

Article 10 – Parliamentary Authority

The rules contained in the current edition of ROBERT’S RULES OF ORDER, Newly revised, shall govern WBON  of the Triangle , NC in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order WBON of the Triangle, NC may adopt.

Article 11 – Amendments

These Bylaws may e amended altered, or repealed and any new Bylaws may be adopted by affirmation vote of two-thirds (2/3) of the Board of Directors.

Article 12 –Dissolution

In the event that WBON of the Triangle, NC is dissolved no director or officer shall be entitled to any distribution or division of its remaining property or its proceeds and the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligation of the corporation shall be disposed or exclusively for the purpose of the corporation in such manner or to such organization or organizations organized and operated as a 501 (c) (6) organization of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine.

                                                                                                                              Adopted July 25, 2007

                                                                                                                              Signed by Elizabeth Laurino

(The 2007 – 2008 Board of Directors also voted to immediately revise the organizations fiscal  year to July 1 through June 30 instead of it’s original January 1 through December 31 fiscal year.)

Section 3.  Board Meeting.  A regular meeting of the Board of Directors shall be held monthly or at the discretion of the Board.  Advance notice shall be given for special meetings.

Section 4.  A quorum for transaction of business shall be a majority of the Board.

Section 5.  Compensation.  Directors shall not receive any compensation, as such, for their services.  Nothing herein contained shall be construed to preclude any director from serving WBON of the Triangle, N in any other capacity and receiving compensation thereof. 

Article 8- Committees

Section 1.  Standing Committees shall be:

A.      Membership
B.     Programs
C.     Marcom (Marketing and Communications)
D.    Hospitality
E.     Scholarship
F.     Fundraising
G.    Finance
H.    Events

Section 2.  Any committee can be changed added or deleted by an affirmative vote of two-thirds (2/3) of the Board of Directors

Section 3.  All standing committee chairs shall submit a written report to the Board of Directos two (2) days prior to Board meetings, or shall be present at Board Meeting.

Article 9 – Meetings

Section 1.  There shall be an Annual Meeting of the membership in June

Section 2.  Regular monthly meetings of the members shall be held at a place designated by the Board of Directors.

AMMENDMENTS TO THE BI-LAWS:

MAY BOARD MEETING 2018     ARTICLE 5 – OFFICERS  SECTION 5

REMOVAL:  2 ABSENCES WITHOUT REPRESENTATION OR PREPARED REPORTS CONSTITUTES GROUNDS FOR REMOVAL OF AN OFFICER OR A BOARD MEMBER

ARTICLE 8 – COMMITTEES

ADDITION OF FINANCE COMMITTEE AND  EVENTS CHAIR AS SEPARATE FROM FUNDRAISING COMMUNICATIONS, WEBSITE AND PUBLICITY WILL BE ELIMINATED AND REPLACED WITH MARKETING & COMMUNICATIONS (MARCOM)                       

Date:    June 7, 2018

Deborah Goff,  President

OCTOBER BOARD MEETING 2018      Article 3 – Membership     Section 1:  Honorary

ADDITIONAL WORDING TO INCLUDE:  “NOMINEE WILL BE CONSIDERED FOR A 3-YEAR CYCLE AND WILL BE CONSIDERED THE FOLLOWING YEAR IF ALL OTHER ELIGIBILITY REQUIREMENTS ARE MET”

TO ALSO INCLUDE: ANNUAL DUES ARE WAIVED AND ALL OTHER MEETINGS AND EVENTS WILL BE AT 50%.

Date:   October, 15, 2018

Deborah Goff, President

Bylaws:  In all instances WBON of Cary, NC was replaced by WBON of the Triangle , NC  thereby reflecting the new name adopted by the Board of Directors in 2019.

Date:  May 15, 2019

Deborah Goff, President

                                                                                                                             


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