By-Laws: Revised December 2018
From Previous By-Laws Dated April 2018
ARTICLE I. NAME
The name of this not-for-profit organization shall be: Women N Charge, Inc. (“WNC”).
ARTICLE II. NOT-FOR-PROFIT ORGANIZATION
The organization is defined under the Florida Not-For-Profit Corporation Law.
ARTICLE III. MISSION
The mission is to support and assist professional women in managing their businesses more effectively, furthering their professional goals, and promoting health and financial independence.
The Mission may be revised by the Board by a 2/3 vote of a quorum of the Board.
ARTICLE IV. DURATION
The period during which this organization is to continue as a corporation is perpetual.
ARTICLE V. ADDRESS
The address of this organization is subject to change without the need to amend the by-laws.
ARTICLE VI: MEMBERSHIP AND MEMBERSHIP CATEGORIES
Membership is open to women business owners and women business professionals. Notwithstanding the forgoing, to help forward the organization’s mission. The following definitions are established and limitations shall apply:
A. MEMBERSHIP CATEGORIES. Each applicant for membership shall select a category which best describes the area of her business or profession. The Board shall in all cases have sole discretion in categorizing members.
1. GENERAL MEMBERS. All members shall be designated General Members. In the event that a General Member does not attend four (4) consecutive monthly meetings, their membership will be withdrawn/closed and a seat will open in their business category.
B. LIMITATIONS ON MAXIMUM NUMBER OF MEMBERS PER CATEGORY AND/OR THE SAME ORGANIZATION(S).
1. EXCLUSIVITY. There will be no exclusivity in any categories.
2. CATEGORY LIMIT. In all categories there shall be limits on the number of members per category. The limit shall be determined as follows:
On April 1st of each year, the total number of WNC members in good standing shall be determined. The category limit for that renewal year shall be based on the following schedule:
Number of Members/Max per Category
Less than 125 members - 3 per category
125 or more members - 4 per category
There will be a 6 month grace period for increasing the categories to ensure membership numbers, and the maximum per category can be reduced by attrition if membership decreases.
C. DUES AND FEES.
1. Annual Membership Dues. The annual membership dues shall cover the period of March 1 through March 31 each year. The annual dues amount shall be set by the Board of Directors and can be changed by the Board without amendment to the by-laws. Dues shall be non-refundable and new or renewing applicants WNC members must submit payment within thirty (30) days of notice of payment due in order to maintain good standing.
2. Meeting Dues. Meeting dues shall be due and payable from all members attending a meeting. Attendees shall be liable for the meeting dues whether or not they partake of meals or refreshments at the meeting. Upon reserving for the meeting, the attendee shall be liable for meeting dues, whether or not she attends. Meeting dues are non-refundable. The Board of Directors reserves the right to charge higher Meeting Dues to those who do not pre-pay.
ARTICLE VII. BOARD OF DIRECTORS
The affairs of WNC shall be under the control of the Board of Directors consisting of at least 6 women and not more than 11, all of whom are WNC Members in good standing, and who will be volunteers and non-paid personnel of this organization, nor of any organization receiving financial support from this one. The Board of Directors shall not have conflicting business categories among Board Members.
A. BOARD OFFICERS. The Board of Directors shall nominate and elect the Officers of WNC. Officer positions may consist of, President, Vice President, Treasurer, Secretary, and Past President. Responsibilities of each Officer will be determined by the Board based on the needs at the time, with details in a Roles & Responsibilities Document.
B. BOARD MEMBERS. Typically Board Members will hold a specific chairmanship, examples being Membership, Speaker, Social, PR, Event, etc., as deemed necessary by the Board. Responsibilities of each Board Member will be determined by the Board based on the needs at the time.
C. NEW BOARD MEMBERS. The Board of Directors shall nominate and vote to add new Board members as needed, who have been WNC members in good standing at least one year, with a quorum vote (2/3) of the Board needed to add a member. New Board members will be announced after election by the Board.
D. TERM. The Directors can serve three years in any position, after which time the Board by quorum vote (2/3) can re-elect a Director to said position or to another position on the Board.
E. DUTIES. The duties of the Board of Directors shall be to establish the general policies and procedures of the organization as well as the direction of the organization. The Board of Directors shall have the sole power to enact, alter or amend the by-laws at any time.
F. VACANCY OF AN OFFICER/BOARD POSITION. If a vacancy occurs in a Board Officer or Board Member position, whether caused by failure to elect, resignation, death or otherwise, that position may be filled by one of the remaining Board of Directors upon vote by the Board. Determination will be made to fill the position based on the needs of the Board at the time.
G. REMOVAL OF OFFICER, DIRECTOR OR CHAIRPERSON. Any Board Officer or Chairperson may be removed from office by the majority vote of the members or may be removed with or without cause by the Board of Directors. Any member of the Board of Directors may be removed only if the Board reaches a quorum vote (2/3).
ARTICLE VIII. MEETINGS OF THE BOARD OF DIRECTORS.
A. MEETINGS. Meetings of the Board of Directors of WNC shall be held as often as deemed necessary by the Board. Notice of meetings of the Board shall state the time, date and place to be held 7 days in advance. Meetings can be attended via phone when necessary. The majority of the Board of Directors must be present for a meeting to be official.
ARTICLE IX. CHECK SIGNATURES
A. AUTHORIZED CHECK SIGNERS. The authorized check signers for WNC are President, Vice President, Treasurer and Past President.
B. NUMBER OF CHECK SIGNERS REQUIRED.
1. Checks greater than $200 require Board approval, and must be recorded in the minutes.
ARTICLE X. FISCAL YEAR.
The fiscal year of this corporation shall be calendar year.