ARTICLE II - PURPOSES AND OBJECTIVES
A. The general purposes for which this Association is organized are:
B. The specific purposes for which this Association is hereby organized are:
ARTICLE III - MEMBERSHIP CATEGORIES
Woman Business Owner Member
A woman business owner member receives all communications and publications, is eligible for all discounts and benefits, and is listed in the online member directory.
To qualify for this category of membership, members must own a percentage of their company and be active in day-to-day management. Primary chapter membership is automatic for those whose businesses are located in a chapter area, and members statewide are encouraged to select and participate in chapter meetings whenever they can.
Voting Membership: Voting empowers our members to directly impact the current and future movement of the organization with policies and processes.
For a woman business owner who established her business within the past two years, or is in a pre-launch phase, WBON offers a special introductory startup membership for one year. A Startup member receives all communications and publications, is eligible for limited discounts and benefits, and is listed in the online member directory.
Voting Membership: Voting empowers our members to directly impact the current and future movement of the organization with policies and processes.
An Individual or Non-Profit Organizational leader who subscribes to the objectives of WBON and wishes to lend support to WBON through membership. This category of membership includes limited discounts and is listed in the online member directory.
The individual does not need to be a woman business owner and this category includes passive investors and former or retired women business owners.
Gold or Champion Member-Partners
WBON members who join or renew their membership as either a woman-business-owner or a startup-woman-business owner are also eligible for two premium membership-partner packages for their business. (Gold Member-Partner, Champion Member-Partner.) Benefits include a tiered bundle of partner business marketing benefits including items such as increased website visibility, a conference exhibit table, business promotion in conference materials, and chapter and conference pass for a guest or employee. Each package reflects a significant value added over purchasing conference and event sponsorships individually.
ARTICLE IV - MEETINGS OF MEMBERS
A. Chapter Meetings: A chapter shall consist of at least 10 members. The Executive Director or the Board may recognize new chapters of the Network upon application of 10 members from a geographical area who collectively deem the current chapter meeting locations to be too far away for them to attend chapter meetings.
B. Annual Meeting: The annual meeting is a general meeting of the Association of WBON and shall be held at a place, date and hour designated in a written notice of meeting, for the purpose of electing Officers and Directors and for the transaction of such other business as requires vote of the members. The annual meeting may be conducted by e-mail or other virtual modes of communication.
C. Special Meetings: Special meetings of the membership may called by the President, the Board of Directors, Executive Director or not less than one-tenth of voting members. Locations of special meetings shall be designated by the Board of Directors
D. Notice of Meetings: Notice of chapter meetings will be given monthly by email, fax or phone. Notice of annual or special meetings will be delivered either personally, by e-mail or by mail to each member entitled to vote at such meeting, not less than seven (7) nor more than sixty (60) days before the date of such meeting, by or at the direction of the president or the secretary or the Officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at her address as it appears in the records of WBON with postage thereon prepaid.
E. Quorum: A quorum of 15 voting members, including at least two (2) Officers, shall be required to open any general meeting for the transaction of lawful business.
F. Participation in Meetings by Conference Telephone or Video: Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of director, or any committee, by means of conference telephone or similar communications equipment or by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
ARTICLE V - FISCAL YEAR AND FEES
A. Fiscal Year: The fiscal year of the Association shall be from January 1 through December 31.
B. Amount of Dues: The Board of Directors shall determine the annual dues for all classes of members prior to the beginning of each fiscal year. Fees for honorary members are waived.
C. Refund of Dues: No dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE VI - BOARD OF DIRECTORS
A. General Powers: The Board of Directors shall manage the affairs of this Association. The Board of Directors shall hire an Executive Director to assist in the day-to-day details of this charge.
B. Specific Powers:
C. Composition: The Board of Directors shall consist of the elected Officers as set forth in Article VII and all duly-elected Directors. The Executive Director is an ex-officio, non-voting member of the Board. The Board will consist of not less than nine (9) and not more than fifteen (15) Directors.
D. Meetings of the Board of Directors
ARTICLE VII – OFFICERS
A. Elected Officers: The offices shall be president, vice-president, secretary and treasurer. Offices may be shared by two individuals. Officers must be members of the Board of Directors who have served at least one year on the Board.
B. Powers and Duties: The Officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each Officer shall perform and discharge the duties of Officers of the same title serving in non-profit corporations having the same or similar general purposes and objectives as this Association.
C. Vacancies: If at any time an Officer cannot serve her full term of Office, the Board of Directors shall appoint an eligible member to fill the vacancy for the unexpired portion of the term.
ARTICLE VIII- EXECUTIVE COMMITTEE
A. Executive Committee Members: President, Vice President, Secretary, Treasurer, Executive Director
B. Duties: To ensure that the board has solid membership not only in the number of members but also in qualities of its board members. To monitor and promote quality function of the board. To act on behalf of the board when the board cannot meet and report outcomes to the full board.
ARTICLE IX – NOMINATIONS AND ELECTIONS
A. Nomination: Establishment of a Nominating Committee shall be initiated by the Board of Directors. At least two members of this Committee shall be members of the Board, one of whom shall serve as chair of the committee. This chair shall be charged with creating the Nominating Committee, up to a total of six participants, comprised of WBON members representing other chapters, as possible.
B. Election: Officers and Directors shall be elected by a majority of eligible votes at the annual meeting of the Association.
C. Term of Office: Officers and Directors shall assume duties at the start of the fiscal year immediately following the election.
D. Removal from Office: Any Officer or Director may be removed from office for good cause, e.g., violation of her official duties or infringement of these by-laws, or a failure to attend a majority of the board meetings each year.
ARTICLE X - COMMITTEES
A. Authority: The Board of Directors shall create and empower committees to carry out specific objectives.
B. Committee Members: Each committee will have at least one Director and all Directors will serve on at least one committee. The Director or Directors shall appoint a chair for the committee. If no chair is appointed, the Director or Directors shall serve as the chair or co-chairs. The committee shall recruit additional members as necessary. Members of each committee shall be members of the Association.
C. Reports on Committee Work: Updates on committee work shall be delivered at Board Meetings by the Directors who sit on each committee.
D. Standing Committees may include but are not limited to:
E. Special Committees: Special committees may be created as needed to carry out specific objectives. Except as otherwise specified, members of such committees shall be members of the Association. Special committees cease to exist when the committee’s work is done.
ARTICLE XI – INDEMNIFICATION
A. The Association shall indemnify its officers, directors, employees and agents to the extent permitted by the laws of Vermont.
B. An Officer or director shall not be liable to the Association or to the Stockholders for any act or omission, done in good faith, and within what was believed to be the scope of Association business, unless such Officer or Director shall have been culpable of gross negligence or willful or wanton misconduct or in breach of its fiduciary obligations in connection therewith.
C. The Association shall indemnify and hold harmless the Officer or Directors against any and all claims, actions, demands, costs, expenses (including attorneys’ fees), damages and losses as a result of any allegation, claim or legal proceeding relating to any act or omission concerning the activities of the Association, unless the Officer or Director or party against whom any such allegation or claim is made or legal proceeding directed was culpable of gross negligence or willful or wanton misconduct or in breach of his fiduciary obligations in connection therewith. The indemnification of an Officer or Director shall be limited to and recoverable only out of the assets of the Association. Notwithstanding the foregoing, the Association shall not be required to indemnify an Officer or Director with respect to any claim, action, demand allegation or legal proceeding unless such Officer or Director is a prevailing party.
D. The Association shall have the power to purchase and maintain insurance on behalf of any Officer or Director of the Association against any liability asserted against such Officer or Director and incurred by such Officer or Director in any such capacity, or arising out of such Officer or Director's status as a an Officer or Director of the Association, whether or not the Company would have the power to indemnify such Officer or Director against such liability under these Bylaws or under applicable law.
ARTICLE XII – CONFLICTS OF INTEREST
Conflict of Interest and Compensation Approval Policies
Section 1. Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Conflict of Interest Avoidance Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
a. the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;
b. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
c. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
d. the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
ARTICLE XIII - BOOKS, RECORDS, AND MINUTES
A. Books and Records: WBON shall keep correct and complete books and records of accounts. The Treasurer shall present to the Board of Directors financial reports within 30 days of the end of each quarter. These reports shall detail the receipt and disbursement of all money belonging to WBON, all assets belonging to WBON and the accounts and securities in which funds are invested.
B. Minutes: WBON shall maintain minutes of annual meetings, special meetings and Board of Directors meetings.
C. Membership Lists: WBON shall keep at the principal office of the Association a record of the names and addresses of its members and others interested in the organization.
D. Inspection of Records: All books and records may be inspected by any member or her attorney for any proper purpose at any reasonable time.
E. Federal Filings & Annual Reviews: Required federal tax forms shall be filed each year by a WBON designated CPA who shall also review the electronic books at that time. The treasurer shall also conduct a limited review of supporting documentation each year.
ARTICLE XIV - AMENDMENTS AND CHANGES TO THE BY-LAWS
A. Amendments or changes to the by-laws shall be made in the following manner:
ARTICLE XV – TRADEMARKS, COPYRIGHTS AND CREATIVE PRODUCTS
A. TRADEMARKS AND CREATIVE PRODUCTS
Copyrights and Other Proprietary Rights in Creative Product
ARTICLE XVI- WBON DIVERSITY STATEMENT:
In principle and in practice, WBON values and seeks a diverse and inclusive membership. WBON shall seek full participation in the organization by all women business owners regardless of race, creed, age, sexual orientation, national origin, or disability. WBON’s goal is to fully represent the diverse makeup of the women business owner community through increased representation within ethnic and minority communities and to expand access to leadership opportunities.