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Bylaws of woman t o woman (w.o.w)


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Bylaws of woman t o woman (w.o.w)

  1. 1. BYLAWS OF THE Woman tO Woman (W.O.W), A COLORADO NON-PROFITCORPORATION Adopted: March XX, 20XXINTRODUCTIONThis document describes the structure and overall operation of Woman to Woman (W.O.W) (alsoreferred to herein as the Corporation). It is primarily intended to provide a framework forbusiness operations and to satisfy legal requirements. The Mission Statement, and otherdocuments further describe goals, specific objectives, and operating procedures.ARTICLE 1 – Business OfficeSection 1. PRINCIPAL OFFICE: The principle office of the Corporation shall be located in thecity of Colorado Springs, State of Colorado, El Paso County.Section 3. OTHER OFFICES: The Corporation may also have offices at such other places whereit is qualified to do business, as its business and activities may require, as designated by the Boardof Directors.Section 4. CORPORATE AGENT: The Board of Directors may designate the Registered Agentof the Corporation.ARTICLE 2 – Nonprofit PurposeSection 1. IRC SECTION 501(c)(4) PURPOSE: The Corporation is organized exclusively for oneor more of the purposes specified in Section 501(c)(4) of the Internal Revenue Code, includingfor such purposes, the making of distributions to organizations that qualify as exemptorganizations in Section 501(c)(4) of the Internal Revenue Code.Section 2. SPECIFIC OBJECTIVES AND PURPOSES: The primary objective of theCorporation shall be to encourage, empower, and embrace ALL women and young girls inSisterhood, Friendship, and Business endeavors through educational enrichment,employment……ARTICLE 3 – Non-Discrimination PolicySection 1. Woman tO Woman (W.O.W) shall not discriminate in any programs or activities onthe basis of race, national origin, color, creed, religion, sex, marital status, age, veteran status,sexual orientation, or disability.ARTICLE 4 – Membership and Fees
  2. 2. Section 1. CLASSES OF MEMBERSHIP: The Board of Directors shall have the authority toestablish classes of membership and set membership fees.Section 2. MEMBERSHIP VOTES: Each membership is entitled to one vote at general meetingsof the Corporation, regardless of the number of individuals included in such membership.Section 3. REVOCATION: The Board of Directors shall have the power to revoke themembership of any individual or organization whose participation in the Corporation isdetermined by the board to be detrimental to the purposes set forth in Article 2 of these Bylaws.Section 4. Children, under the age of 16, must be accompanied and supervised by a parent or adesignated adult member who shall be responsible for the actions of the children. Disruptivechildren will be asked to leave any function in which W.O.W is participating.Section 5. Membership dues shall be determined by the Board of Directors on an annual basis.Administrative costs, including but not limited to, banking charges, stationery, postage, copies,advertising, newsletters, promotions and insurance shall be the determining basis for the annualdues rate. Dues shall be collected by the Secretary with each and every membership applicationand annually thereafter on or before April 1st. Delinquent accounts shall be addressed by theBoard of Directors. Dues shall be kept at a minimum rate to allow for greater membership.ARTICLE 5 – General MeetingsSection 1. ANNUAL MEETING: An annual meeting of the Corporation shall be held each yearat a time and place selected by the Board of Directors.Section 2. OTHER GENERAL MEETINGS: A general meeting of the membership of theCorporation may be called by the Board of Directors at any time. A general meeting shall also becalled by the Board upon written petition of TEN PERCENT (10%) of the members of theCorporation.Section 3. QUORUM: TEN PERCENT (10%) of members shall constitute a quorum at anygeneral meeting of the Corporation for the purpose of conducting business.Section 4. NOTICE: Notice of the date, time, and place of all general meetings shall be sent to allmembers by US Mail or electronic mail at least SEVEN (7) days in advance of such meetings.Section 5. Nominations of Officers and Board of Director members will be held at the regulargeneral meeting in October of each year, voted on at the November meeting, and newly electedpersons will assume the duties of their positions at the January meeting. Current BoardMembers/Officers will, to the best of their ability, ensure a smooth transition of office to newlyelected officers.ARTICLE 6 – Board of Directors
  3. 3. Section 1. NUMBER AND TERM OF ELECTED DIRECTORS: FIVE (5) Directors shall beelected by the membership of the Corporation. The number of Directors may be as many as shallbe determined from time to time by resolution of the Board. Directors elected by the membershipshall hold office for a term of TWO (2) consecutive years.Section 2. NOMINATION AND ELECTION OF DIRECTORS: Elections to fill vacancies on theBoard of Directors shall be held in the month of November. The Board shall solicit nominationsprior to the election. Any individual member, in good standing, may become a candidate bysubmitting a written request to the Board of Directors at least THIRTY (30) days prior to theelection. Ballots for such election will be distributed to the membership by US Mail or electronicmail a minimum of SEVEN (7) days before the election date. Elections may also beaccomplished by a show of hands. All candidates shall be listed on one ballot, and the candidatesreceiving the greatest number of votes shall be elected.Section 3. MEETINGS: The Board of Directors shall meet at times and places set at thediscretion of the Board. Special meetings of the Board may be called at any reasonable time bythe President or any two Directors.Section 4. MEETING NOTICE: The Secretary shall give notice by US Mail, electronic mail,telephone, or in person of all meetings of the Board to each Director at least SEVEN (7) daysbefore each meeting. The time and place of regular meetings of the Board shall also be madeavailable to the general membership.Section 5. QUORUM AND PROXIES: Unless otherwise designated in these bylaws, a simplemajority of the Board of Directors shall constitute a quorum to conduct the business of theCorporation. A Board member who is unable to be present at a meeting may substitute a proxyvote on a specific issue. Such proxies shall be submitted to the President or Secretary in writing,by facsimile transmission, or by electronic mail, and will count toward a quorum on the particularissue covered by the proxy.Section 6. ATTENDANCE: Three consecutive absences by a Director from Board meetingswithout an excuse deemed valid by the Board shall be construed as a resignation.Section 7. REMOVAL FROM OFFICE: A Director may be removed from office by a unanimousvote of a quorum of the Directors.Section 8. VACANCIES: Vacancies on the Board of Directors resulting from the death,resignation, or removal of a Director shall be filled at the next meeting of the Board of Directorsfollowing such vacancy. Such appointments shall be by majority vote of the Board, and will beeffective until expiration of the term of office of the replaced Director.Section 9. PAST PRESIDENT: The immediate past President of the Corporation, if not otherwisea member of the Board, shall serve as a Director for one year following the expiration of his orher term of office as President.
  4. 4. ARTICLE 7 – OfficersSection 1. TITLES: The officers of the Corporation shall be the President, Secretary, andTreasurer. The Board of Directors may elect additional officers as it may deem necessary. Anytwo or more offices may be held by the same person, except the office of President. Each officerwill also serve as a board member.Section 2. ELECTION AND TERMS OF OFFICE: Officers of the Corporation shall be electedannually by the Board of Directors during the month of January. Officers shall serve a term ofone year until the election of their successors.Section 3. QUALIFICATIONS: Officers elected by the Board of Directors shall be members, ingood standing, of the Victorian Society of Colorado Springs. They are not required to bemembers of the Board prior to their election.Section 4. VOTING PRIVILEGES: Unless otherwise designated by the Board of Directors, allofficers elected by the Board shall be voting members of the Board during their term of office.Section 5. VACANCIES: A vacancy in the office of President shall be filled by the Secretaryuntil the expiration of the term of the office of President. A vacancy in any other office may befilled temporarily by the President by appointment. Vacancies shall be filled by the Board ofDirectors at the next regular meeting of the Board following such vacancy.Section 6. NON-LIABILITY OF OFFICERS: No Officer or Director shall be personally liable tothe Corporation or to its members for any debts or damages incurred by the Corporation.Section 7. DUTIES OF PRESIDENT: The President shall be the chief executive officer of theCorporation and, subject to the control of the Board of Directors, shall supervise and control theaffairs of the Corporation and the activities of the Officers. The President shall chair all meetingsof the Board of Directors and general meetings, and perform other duties as required by the Boardof Directors. The president shall be ex-officio member of all committees.Section 8. DUTIES OF THE SECRETARY: The Secretary shall:(a) Record and keep, or cause to be kept, minutes of all general meetings, meetings of the Boardof Directors and if requested, minutes of committee meetings. Meeting minutes shall include thetime and place of holding, attendees, and proceeding.(b) Be custodian of the records and seal of the Corporation, including the Articles ofIncorporation and Bylaws.(c) Maintain archives of correspondence and legal documents resulting from the business of theCorporation as required by law and as directed by the Board of Directors.Section 9. DUTIES OF THE TREASURER: The Treasurer shall:(a) Have charge and custody of all funds and securities of the Corporation, and deposit all such
  5. 5. Its Friday FunDAY and FREE for ALL in W.O.W!!! AND I think there is nothing more fun than watchingour community grow! WE are pleased to welcome you to the Woman tO Woman (W.O.W) Community. Iam so glad that you have joined us. I know you are PWOWERFUL and its a joy to share the experience ofTHIS group with you. We are complete with delicate balance of things that inspire the woman. You canexpect to be Encouraged, Empowered, and Embraced by the pWOWerful ones in this group. There areso many awesome bonds of Sisterhood, Friendship, and Business relationships developing within thisnetwork! We are the masters of Double Dutch. Youve been tagged so Just jump in and we will turn theropes and sing as you grow and glow with us! Thank you in advance for your presence and contributionshere! Feel free to browse the post and SEE exactly how we are not your average FB GROUP. All the Best,Ms. Cookie