WBON Bylaws

1. The name of this Association is Women Business Owners Network (WBON). WBON serves the areas of Vermont, New Hampshire, and upstate New York.
2. This Association shall have its principal office in Chittenden County.
3. This Association shall maintain storage facilities for the keeping of all records. Each Officer of the Association, or any person acting on behalf of the Association, including committee chairpersons, shall, upon the expiration of her term of office or duty, turn over to her successor all papers, records, correspondence or other documents received or sent by her in the course of her duties.

ARTICLE II - PURPOSES AND OBJECTIVES

A. The general purposes for which this Association is organized are:

1. To encourage and support women who own and operate businesses;
2. To foster the economic stability of women-owned businesses;
3. To encourage ownership of businesses by women;
4. To improve the climate for entrepreneurship and small business at the local, state, national and international levels through participation in the public policy-making process.

B. The specific purposes for which this Association is hereby organized are:

1. To provide a system for sharing and disseminating information on and of interest to women business owners.
2. To foster training, technical assistance and other learning opportunities specifically oriented toward the needs of women business owners.
3. To serve as a vehicle for making group benefits available to members of the Association.
4. To increase the general visibility of women business owners.
5. To encourage and support the adoption of legislation which will benefit businesses which are owned by women.

ARTICLE III - MEMBERSHIP

A. Classes of Members: The members of the Association shall be divided into three classes as follows:

1. Individual Member
2. Corporate Member
3. Honorary Member Voting at regular meetings shall be limited to one vote per paid membership. Each Individual and Corporate member will have one vote.

B. Qualifications for Membership

1. Individual members may qualify in the following ways:
   • a. Sole proprietor (owner of an unincorporated woman-owned business).
   • b. Partner (woman partner in a non-corporate business who is active in the day-to-day management of the firm).
   • c. Woman who is a potential business owner.
   • d. Woman who is active in the management of a business without ownership. This includes but is not limited to women in the management of foundations, associations and other non-profit institutions.
   • e. Woman who is a principal in a professional corporation or president of a sub-chapter S-Corporation.
   • f. Woman who is a corporate Officer and/or manager.
   • g. Woman who is a public official, either elected or appointed, or a staff member who exercises management functions for a public official.
2. Corporate members (multiple members from the same company) may qualify in the following ways:
   • a. Partners (women who jointly own and operate a business).
   • b. Woman business owners and women who are active in the management of a business without ownership.
   • c. Women who are principals in a professional corporation or officers of a sub-chapter S-Corporation.
   • d. Women who are corporate officers and/or managers.
3. Honorary Members are persons recognized by the Board of Directors as making an outstanding contribution to women business owners.

C. Election of Members: Any woman interested in becoming a member of the Association shall submit an application on a form approved by the Board of Directors. Applicants shall become members of the Association on payment of annual dues the amount of which shall be set by the Board of Directors.

D. Resignation of Membership: Any member may resign at any time by notifying the Executive Director.

E. Termination of Membership:

1. The Board of Directors may suspend, terminate or change the status of any member who becomes ineligible. Conduct unbecoming professional business women, or that which is contrary to the objectives of the Association, shall be considered an offense against the organization and may constitute ineligibility.
   • Charges against a Member must be given in writing to the Board of Directors. The Board shall decide by majority vote whether to recommend Termination of Membership.
   • A vote for Termination of Membership shall take place by secret ballot at a special or regular meeting of the Board of Directors. A two-thirds majority vote is required for removal.
2. Members who default on the payment of their dues for more than three months lose their member privileges.

ARTICLE IV - MEETINGS OF MEMBERS

A. Chapter Meetings: A chapter shall consist of at least 10 members. The Executive Director 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.

1. Each chapter shall hold regular monthly meetings open to all members of the Network and prospective members.
2. Each chapter shall choose a Chapter Coordinator who will secure a meeting space, facilitate meetings and keep the Executive Director informed of chapter activities.
3. Notice of chapter meetings shall be given by the Executive Director to the regular membership.

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 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.

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:

1. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or may be confined to specific instances.
2. Checks, Drafts, or Orders: All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the president or vice-president of the Association.
3. Deposits: All funds shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
4. Gifts: The Board of Directors may accept on behalf of the Association any contribution, gift, or bequest for any purpose of the Association.
5. Budget: The Board of Directors must adopt an annual budget for the ensuing year by the beginning of the fiscal year.

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

1. The Board of Directors shall hold at least three (3) regular meetings per year. Regular meetings may be held at such dates, times, and locations as are chosen by the Board.
2. Special meetings of the Board of Directors may be called by the president or upon written request of one-third of the board.
3. Quorum: A majority of the total voting membership of the Board shall constitute a quorum at a regular or special meeting, provided that at least two (2) officers are included.
4. Members of the Board shall receive at least twenty-four (24) hours advance notice, either written, by e-mail or by telephone, for special meetings.
5. Compensation: Members of the Board of Directors, with the exception of the Executive Director, shall not receive any compensation for their services.

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.

1. Review committee structure on an annual basis for effectiveness.
2. Develop a board evaluation process.
3. Plan board meetings and retreats.
4. Provide confidential group for Executive Director to use for support and feedback on sensitive issues and report outcomes to 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.

• The Nominating Committee shall present to the Executive Director one nominee for each vacant Officer position and each vacant seat on the Board of Directors at least thirty (30) days prior to the annual meeting. The names of all candidates shall be e-mailed to each voting member at least ten (10) days prior to the annual meeting.

B. Election: Officers and Directors shall be elected by a majority of eligible votes at the annual meeting of the Association.

1. If no nominations are received from the floor the election may be held by voice vote. Otherwise, the election shall be held by secret ballot. A member of the Nominating Committee shall serve as election judge and shall appoint one teller. Together they shall prepare the ballots and tally sheets.
2. Proxy votes received by the Executive Director at least 48 hours prior to the annual meeting shall be accepted.
3. If the election does not take place at the annual meeting as stipulated above, then the election of Officers and Directors shall be held by mail or e-mail ballot or at a special meeting convened as soon thereafter as is convenient.
4. New offices may be created and filled at any meeting of the Board of Directors subject to legal vote by the membership at the next annual meeting.

C. Term of Office: Officers and Directors shall assume duties at the start of the fiscal year immediately following the election.

1. The term of office for Officers shall be two (2) years. An Officer may serve up to two (2) consecutive terms.
2. The term of the Directors shall be three (3) years. A Director may serve up to two (2) consecutive terms.

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.

1. Charges against an Officer or Director must be given in writing to the Board of Directors. The Board shall decide by majority vote whether to recommend removal of the Officer.
2. A vote for removal shall take place by secret ballot at a special or regular meeting of the Board of Directors. A two-thirds majority vote is required for removal.

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:

1. Marketing
2. Member Benefits
3. Conferences
4. Social Events
5. Sponsorship
6. Chapter Development
7. Government & Public Affairs

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 - 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 XII - AMENDMENTS AND CHANGES TO THE BY-LAWS
A. Amendments or changes to the by-laws shall be made in the following manner:

1. The Board of Directors shall adopt a resolution to review, amend or change the by-laws.
2. Written notice setting forth the proposed changes shall be mailed or e-mailed to each member entitled to vote as described in Article III, Section A. Voting may occur at an annual meeting, a special meeting or by mail or e-mail. If the meeting is an annual meeting, the proposed amendment(s) or change(s) shall be included in the notice of such annual meeting.
3. The proposed amendment(s) or change(s) shall be adopted with the affirmative vote of at least two-thirds of the votes cast by voting members present or represented by proxy at such meeting. Original: February 8, 1984 Revised: June 12, 1985 Revised: May 17, 1986 Revised: May 16, 1987 Revised: August 1, 1996 Revised: November 2003 Revised: March 2009