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Bylaws of the Women’s Network of Collier County, Inc. Article I A General Section I. Name
The name of this non-profit organization shall be the Women’s Network of Collier County, inc. Herein, for convenience, also referred to as Women’s Network or Network or WNOCC. Section 2. Location
There is no principal location for the Network. The Network will maintain a Post Office Box for the purpose of receiving mail. Individual members of the Board are responsible for maintaining their respective records. Section 3. Purpose
Women’s Network of Collier County (WNOCC), founded in 1988, is a business organization formed to provide a networking system for women to work together professionally in the Collier County area. Members pledge to support one another by promoting members’ businesses. The Board Members volunteer their time and talent to improve the quality of the networking system. Section 4. Address
The address of the Women’s Network of Collier County shall be Post Office Box 7211, Naples, Florida, 34101-7211. Section 5. Limitations of Methods
The Women’s Network of Collier County shall observe all local, state, and federal laws which apply to a non-profit organization as defined in Section 501 (c) (6) of the Internal Revenue Code. Section 6. Authority
No member of the Women’s Network of Collier County has the authority to incur a debt, obligation, favor, etc. on behalf of the organization. Only the Board of Directors has the authority to incur the same. Article II Membership Section 1. Eligibility
Any person, association, corporation, or partnership having an interest in the objectives of the organization shall be eligible to apply for membership as individuals. Memberships paid by a company may transfer a paid membership from one employee to another. No person shall, on basis of race, national origin, sex, handicap, marital status, religion or age be excluded from participation in any activities provided or sponsored by the Network. Section 2. Application
Application for membership shall be in writing, on forms provided by the Network for that purpose and accompanied by the payment of the membership fee. The membership year runs from January 1 through December 31 of each year. Section 3. Membership Commitment
“l, (name), do hereby pledge that as a member of the Women’s Network of Collier County, I will support the organization. I will network with other members. I will encourage members, associates, family and friends to use the services of the network members. I will attend monthly business luncheon meetings and seminars. I accept the responsibility to volunteer and to be accountable to serve on committees using my talents and skills when possible to help the Network grow and improve in professional status.” Section 4. Membership Dues
Membership dues shall be at such rates, schedule or formula, as may from time to time, be prescribed by the Board. Dues are payable annually by January 1st. Regardless of when a member joins, a full year’s membership dues must be paid. Fees will not be prorated. For members joining on or after October 1, the membership will be deemed to be paid for the following membership year. Section 5. Terminations
Any member may resign from the Network upon written request to the Board. Any member may be expelled for non-payment of membership dues, after sixty days from the due date. Any member may be expelled by a 2/3 vote of the Board for conduct unbecoming of a member or prejudicial to the aims or repute of the Network, after notice and an opportunity for a hearing are afforded the member complained against. Section 6. Voting
The current Board shall vote on all regulations of the Network. In any proceeding in which the voting by the general membership is called for, each member in good standing shall be entitled to cast one vote. Article III General Membership Meetings Section 1. Meetings
The meetings of the organization shall be held monthly on the second Tuesday of each month. Members and Guest must reserve for the meeting by noon Friday prior to the meeting using the web site www.wnocc.org (reservation & payments), email to
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or call the message line phone number 434-5119 by noon Friday prior to the luncheon. Once reservations are made, members and guests will be responsible for payment of luncheons they do not attend, unless reservations are canceled by noon Friday before the luncheon date, this also applies for any member on standing reservation. Prepaid reservations will not be refunded expect for unusual unforeseen circumstances. Section 2. Special Meetings
Special Meetings of the membership may be called by the Board or upon petition in writing by any thirty (30) members in good standing. Notice of Special Meetings shall be mailed to each member. Section 3. Membership Quorum
At any duly called membership meeting, twenty-five percent (25%) of the members in good standing shall constitute a quorum. Board quorum means simple majority. Section 4. Agenda for Meeting The agenda for the meeting shall be as follows :10:30am orientation and on those months in place of Board minutes , those attending orientation will be sworn in by Membership. 11:30 am Check in
Networking 11:50 pm Call Meeting to Order
Pledge of Allegiance
Release tables
Welcome
Lunch
Introduction of Board and Committee Members ( stands as a group)
Introduction of Corporate Partners
Guest and New Member Introductions
12:05 Testimonial certificate presentation: Most guest, most guests to
members, notable networker 12:10 pm Business of the Month 12:15 pm Board Announcement and NAFE minute Time( 5 minutes)
12:20 pm Programs introduces the Speaker * or structured networking Activity
Speaker (25 minutes)
Questions and Answer (5 minutes) 12:50 Hospitality presents flowers and begins next process
12:55 pm Exchanging business card for one on one
$50 Raffle
Donations for member gifts (10 will get 30 seconds up front others will
be distributed by pulling tickets randomly)
1:00pm PR announces next month
Adjournment *Networking meetings, when applicable, have no formal speaker. Section 5. Meeting with Formal Speaker
Procedures to be followed at these meetings include the following:
Speakers shall complete a speaker’s information form before they are screened and informed that they have Speakers shall be screened and informed that they have twenty (25) minutes for their program and five (5) minutes for the question-and-answer period. Topics should be of an educational nature, of interest to the majority of the members and may not be for self-promotion, religious or political purposes. A panel of speakers will be formed when several members in the same field wish to speak.
Article IV Board of Directors
Section I. Responsibility
The governing and policy-making responsibility of the Network shall be vested in the Board of Directors, which shall control its property, be responsible for its finances and direct its affairs. Section 2. Nominating Committee
The nominating committee shall be comprised the Chairwoman of the board, the Director, the incoming Director and two additional committee members and two women’s network members, selected from the general membership. This committee will meet in October with the incoming Director as chair. They shall present nominees for the next year’s Assistant Director, Assistant Treasurer, and Assistant Secretary. The Assistant Director automatically advances to Director. Section 3. Board of Directors Member Commitment
To be read on January’s Gavel event: “As a member of the Board of Directors, I, to the best of my abilities, shall take seriously the duties of the position for which I have volunteered and to conduct myself in a professional manner setting myself up as a good role model for others. I will commit myself to do all that I can to help the Network grow and improve in professional status and will not misuse my committee status for personal gain. I will strive to exemplify the role of a professional businesswoman in all my actions and act in an ethical manner as a representative of our organization and its members. I will plan to attend all Board and subcommittee meetings, as applicable to my position, regular business luncheons and seminars. I will also honor my commitment as a regular member.” Section 4. General Guidelines for Board Members
Board members volunteer for service. All members must be a Member in good standing of the Network for at least 4 months. Board Member appointments change each uneven year in January. At the beginning of the New Year, the Board members will turn over to the new incoming Board members a general fund of $1000.00 (emergency fund) plus sufficient funds to cover the expenses of the retiring board. The remainders of the funds in the treasury are to be used for operational expenses and the scholarship fund. Board Members are permitted to miss only two (2) consecutive Board meetings. Exceptions to this rule may be considered. Board Members should send a delegate or communicate with the Director if they will be unable to attend a Board meeting. Board members will be present at the monthly meeting luncheon site by 11:15 a.m., depending on their particular job duties. All members of the Board, regardless of the position, have equal voting rights. Members of the general membership and subcommittees may attend the Board meetings, but only Board members are eligible to vote. Decisions at Board meetings are made by the members present or their delegate. A written proxy may be substituted. The Board of Directors will set-up sub-committees as needed and serve on them. Each sub-committee will be headed by a Board member. Sub-committees will present their plans to the Board for approval before implementation or announcement of the same. Board Quorum is reached by attendance of a simple majority of Board members in good standing. Section 6. Job Descriptions The Board of Directors shall consist of the following positions, more or less, at the direction of the Board of Directors: Elected Board: Chairwoman of the Board (former director)
Director Assistant Director
Treasurer Assistant Treasurer
Secretary Assistant Secretary Appointed Board:
Membership Assistant Membership
Program Assistant Program
Editor Assistant Editor
Public Relations Assistant Public Relations BOARD POSITION with QUARTERLY ATTENDANCE
Editor Assistant Editor
Reservations Assistant Reservations
Chief Greeter Assistant Chief Greeter All board members shall serve two one-year terms. All assistants shall serve two one-year terms and/or must have served at least one year at the board before moving into the main position the third year, upon approval of the Board. Anyone in an assistant position must agree to move up and take on the role of the chair position to which she was assisting.
In case no assistant is available to step up into this position: Executive committee elected board: Nomination procedures need to reflect the original protocol in order to elect a new person. Non-elected board: The appointment will be preceded by an interview and approval by the board. If a vacancy is created between the Chairwoman, Directors and/or Assistant Director, they will meet and make a recommendation to the executive committee and they will take their recommendations to the board. All other vacancies can be filled immediately until the term of that office is completed. Committees: Members will be approved by the board (no interview process necessary). (See Addendum 1 for individual Job Descriptions)
Section 7. Indemnification
The Women’s Network of Collier County, by resolution of the Board, may provide for indemnification by the Network of any and all its Board Members, present or former, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are parties, or a party, by reason of having been members of the Board of Directors except in relation to matters as to which such members shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
Article V Finances Section 1. Funds
All monies paid to Women’s Network of Collier County shall be placed in the general operating fund. Section 2. Disbursement
Upon approval of the budget, The Treasurer is authorized to make disbursements on accounts and expenses provided for by the Budget without additional approval of the Board. Disbursements shall be made by check and must have dual signatures; any two of the four officers: Director, Assistant Director, Treasurer, and Assistant Treasurer. Section 3. Fiscal Year
The fiscal year of the Women’s Network of Collier County shall close on December 31, unless otherwise designated by the Board. However, board members remain on the board and are responsible to complete the duties of their office through the January Gavel Event. Section 4. Budget
In October of each year, each board member shall prepare and review the budget for the coming year (and provide to the general Membership upon request) and submit to the Treasurer by November 1. The Treasurer will compile the entire budget and submit to the Board of Directors for final approval. The new budget will be submitted to the general membership in January with the Annual Report. Section 5. Competitive Bidding
Members of the Network will volunteer their services at no cost,
however, when that is not the case, a competitive bidding procedure (RFP) should be followed. All members in good standing who have applied to be considered for bids will be asked to bid first on all services needed. If there are no bids, the Board may go to the community at large for services needed. Article VI Dissolution Section 1. Procedure
The Women’s Network of Collier County shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of the said funds shall inure, or be distributed to, members of the Network. On dissolution of the Network, any and all funds shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board as defined in Section 501(c)(6) of the Internal Revenue Code. Article VII ·Parliamentary Procedure The current edition of Robert’s Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are consistent with the Bylaws of the Network.
Article VIII ·Amendments Section 1. Revisions
Bylaws, as amended, should be made available to the general membership annually.
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