PWN BYLAWS

Professional Women’s Network of the Monterey Peninsula Bylaws

                                                                        Adopted January 2017

Article I – Name

The name of this association is “Professional Women’s Network of the Monterey Peninsula,” hereinafter called “PWN”.

Article II – Objectives

Section 1. Provide a support system and forum for working women and women in transition with a meeting place to share ideas, skills and information.  PWN is an organization for professional women to network, encourage awareness on issues that affect women’s businesses, professional and personal well-being, providing such information to PWN members through a variety of communications media.

Section 2.

To become a power within the community for the benefit of all working women and to work with other professional organizations on professional issues that  are mutually agreeable to promote the cause of working women.

Article III – Membership/Dues

Section 1.

There shall be no limit to the number of members of PWN, and membership shall include, but not be limited to, the following:

General Membership

Honorary Membership

Associate Business Membership

Associate Member Membership

Dues structure shall be reviewed annually by the Board.  Annual dues shall be changed only by approval of two-thirds (2/3) of the entire Board of Directors.

There will be no retroactive dues adjustments. Membership may be canceled if notice of intent to cancel is given in writing to PWN Treasurer or Membership Director within 72 hours of original registration.

Section 2.

Each General and Honorary membership shall be defined as one person with one business. The member may promote only that one primary business through PWN networking avenues, unless the member purchases an Associate Business membership for an additional business, or an Associate Member membership for an additional person to represent the primary or an associate business. Each Associate member and Associate Business member receives the same benefits as the sponsoring General or Honorary member who remains the primary member for the represented business.

Section 3.

Members are encouraged to access the Free Guest Pass available on the PWN website to invite potential new members to a monthly meeting.

Non-members shall be admitted to the meetings as a paid guest of a member or upon payment of the meeting fee, up to two times in a twelve-month period.

Non-member, who have attended up to two meetings in a twelve-month period, will be required to join the group if they would like to continue to come to meetings or any other sponsored PWN functions other than Coffee Talk.

Section 4.

The annual Membership dues for all categories shall cover a period of one year beginning the first day of the month the individual joins the PWN.

General Members are entitled to a listing in the online PWN Directory under the business name or the primary member of the business. Members are responsible for entering their own information into the directory.

Section 5.

Honorary Membership – If the Board determines that it would benefit the PWN to award any living individual an honorary life membership, the Board may do so based on the following criteria:  The individual is an outstanding citizen, contributes to society at large, and works to benefit working women.

Article IV – Officers

Section 1.

There shall be four (4) officers nominated and elected to serve as the Executive Committee

President

Vice President

Secretary

Treasurer

In addition, the Immediate Past President shall be a voting member of the Board of Directors.

Work product created for PWN, including but not limited to, graphic art, forms, media lists, photographs, legal opinions, financial records, belong to PWN and are not considered to be proprietary to the board member or officer.

Article IV – Officers

Section 2.

Each officer shall be elected to serve for one (1) year and may be re-elected for the same office for a second consecutive year.  However, no officer may serve more than two (2) consecutive years in the same office. Each person elected shall hold only one office at a time. Officers may serve up to five consecutive years on the Board after which they will rotate off of the board for a minimum of two (2) years.

Section 3.

Duties of the Executive Committee

Meet at the discretion of the President.

Initiate or suggest revisions of current PWN policies.

Represent the organization to the community.

Section 4.

Duties of the President

Chair all meetings of  the Board of  Directors and the Executive Committee of  PWN.

Prepare the agenda for the monthly Board meetings.

Serve as ex-officio member of all committees except the Nominating Committee.

Appoint members to chair committees, as required.

Compile information for the Annual Report to be presented no later than the January meeting of the following year.

Section 5.

Duties of the Vice President

Assist the President as required.

Preside at Board meetings in the absence of the President.

Chair at least one standing or special (ad hoc) committee.

Section 6.

Duties of the Secretary

Keep and transcribe for inclusion in the minutes book the minutes of meetings of the Board of Directors.

Retain a copy of all minutes for historical purposes.

Handle correspondence as directed by the President and/or the Board of Directors.

Maintain a copy of current bylaws, and procedures and policies.

Section 7.

Duties of the Treasurer

Manage the organization’s financial records to include monthly reconciliation with bank statements.

Provide a monthly financial statement, to include the current checking account balance, at every meeting of the Board of Directors and a Quarterly Year-to-Date statement at the first meeting following the quarter’s end.

Pay organizational obligations as approved by the Board of Directors.

Chair Budget Committee and oversee preparation of the annual budget.

 Facilitate preparation of state and federal tax fillings.

Each officer shall maintain appropriate records and written operating procedures to be passed on to successors within one month of the successor’s appointment.  A copy of all procedures shall be provided to the Secretary to maintain for historical purposes.

Article V – Board of Directors

Section 1.

The Board of Directors shall consist of nine (9) to twelve (12) members elected by the general membership of PWN.  The membership shall elect a President, Vice President, Secretary, and Treasurer, each officer to serve for a minimum one (1) year term.  If any officer, other than the President, resigns the position, the Board of Directors of PWN shall elect a replacement.  If the President resigns, the Vice President shall assume the Presidency and the Board of Directors of the PWN shall elect a new Vice President.

Section 2.

The term of office for a Director shall be one (1) year.  Directors may be elected for additional terms.  If an officer steps down, the Board of Directors shall fill the vacancy as outlined in Section 3.

Section 3.

Vacancies occurring on the Board of Directors shall be filled by the President with the approval of a majority of the Board of Directors.  Any Board member so appointed shall serve for the remainder of the term of the vacating Director.

Section 4.

A quorum shall be a majority of the Board of Directors.

Section 5.

Elections of the Board of Directors shall be held in October of each year.  The Board of Directors shall appoint two Board members to the Nominating Committee at or before the July Board Meeting.  The Nominating Committee shall select one other person from the general membership to complete the committee.

The Nominating Committee shall present a slate of nominees to the Board at the September meeting.  The slate of officers shall be communicated to the membership in the October newsletter.  At the October General meeting, the slate of officers shall be presented to the membership, at which time nominations from the floor may be added.  The Board may be elected by a voice vote if the number of nominees does not exceed the number of vacancies.  Members shall vote by ballot if there is more than one nominee for any office, or if the Board determines that ballot voting is appropriate.  Voting by mail, email, or absentee ballot is authorized.

The new Board members shall attend the remaining Board meetings of the calendar year, as observers only.

New officers will assume responsibilities on January 1.

Section 6.

It shall be the responsibility and obligation of the Board of  Directors to carry out the following:

Meet as a Board at least once a month.

Set aims, goals, and other policies for PWN.

Work as required with appropriate committees to achieve the goals set by the Board.

Manage and guide the affairs of PWN.

Hold the ultimate decision-making responsibility to resolve issues relating to the functioning of the organization (membership qualifications, dues structure, committees needed, etc.).

Approve payment of the obligations of PWN as presented to the Board.

Section 7.

Board members are required to attend all Board and general meetings unless excused by the President.

Two consecutive unexcused absences of any Director shall constitute a cause for review by the Board of Directors. A Director may be dismissed by a two-thirds (2/3) vote of the Board of Directors for excessive absences, dereliction of duties, or behavior which does not promote the interests of the organization.

Whenever a board member, director or officer has a financial, personal or immediate family interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Directors of PWN shall not vote on any disciplinary issue in which they maybe involved.

Not more than 49% of those serving on the Board of Directors of the PWN at any given time may be an interested person. An interested person is any person being compensated by the organization for the services it rendered to it within the previous twelve (12) months whether as a full-time or part-time employee or independent contractor. However, any violation of the provision of this paragraph shall not affect the validity or enforceability of any transaction entered into by this organization.

Section 8.

The Board of Directors will approve any contract prior to award.  No Board member will be awarded a contract until after said contract has been open for bidding to the general membership.  The Board may, however, award one-time, short-term contracts without going to the general membership for open bidding.  (An example of a one-time, short-term contract is a legal interpretation of a document.)

Section 9.

Electronic Meetings – PWN Board and/or any committee is authorized to meet and conduct votes by telephone conference (teleconference) or through other electronic communications media (e.g. videoconference) so long as all the participating members can hear and/or see each other and can interact simultaneously.  If any Board Member objects, there shall be no electronic meeting and the issue shall be brought up at the next regularly scheduled Board meeting. When vote is taken by email, the decision will be ratified at the next Board meeting.

Article VI – Meetings

Section 1.

PWN shall hold at least six general meeting per year, January through December.  Extreme circumstances, such as an earthquake, could warrant cancellation of a general monthly meeting by the Board of Directors. 

Section 2.

All general monthly meetings of PWN may include the following as part of the meeting:

Networking

Introduction of attendees

Program

Testimonials/Announcements (optional)

Any relevant organizational business

Section 3.

Special membership meetings or special Directors meetings may be called at any time by the President or by a quorum of the Directors of the Board.

Article VII – Committees

Section 1.

There shall be as many standing, special/ad hoc committees as is necessary for the successful operation and function of PWN.  Job descriptions shall exist for all committees. Committee Chairs are encouraged to have committee members to assist them.  All committees report to the Board of Directors. Committees may include, but are not limited to:

Election Committee – shall conduct the election of  Board members.

Executive Committee – shall consist of the officers of PWN and shall meet in accordance with these bylaws.

Budget Committee – shall set the annual budget.

Financial Review Committee–shall be responsible for facilitating a review of the PWN financial records at upon change of Treasurer or as deemed necessary by the board.

Fundraising Committee – shall be responsible for initiating, implementing, and coordinating fundraising and promotional events for PWN and the scholarship funds.

Membership Committee – shall have as its purpose the increase of membership in the PWN.  Ambassadors and Information Officer may be formed as subcommittees of the Membership Committee.

                  Ambassadors Committee – shall greet and welcome members and guests at each general meeting.  This may include chairing new member orientation.  Reports to the Membership Chair.

                  Information Officer Committee – shall be responsible for maintaining the database of PWN, issuing monthly membership reports as requested, reminding members of renewal dates, and issuing the directory.  Reports to the Membership Chair.

Newsletter Committee – shall oversee content, design, and production of the monthly newsletter.

Nominating Committee – shall maintain a list of prospective Board members.

Program Committee – shall plan the programs for the general meetings, subject to the approval of the Board of Directors,

Public Relations/Communication Committee – shall promote PWN by managing media relations, sending press releases promoting meetings and other Network events to appropriate media.

Showcases Committee – schedules members for brief verbal promotions of  member businesses.

Technical Committee – develops the website communication strategy for PWN and implements as appropriate.  Maintains the PWN website with up-to-date information. 

Special Events Committee – shall coordinate PWN special events which may include : PWN Spring Mixer, Joint Mixer with the SVBWN, PWN Business Expo and the Woman of the Year event.

Woman of the Year Selection Committee – shall consist of five (5) members, which will include the current Woman of the Year and a past Woman of the Year.  If either or both of these members are unable to serve, at least two (2) past recipients of the award will be asked to join the committee.  In addition to the two past Woman of the Year recipients, at least two (2) committee members will be current Board members.  No member shall serve two (2) consecutive years on this committee, with the exception of the Past Woman of the Year.  One non-board participant from the general membership shall be appointed by the Committee Chair.  Committee may request nominations from the general membership no later than July and due in August.

Criteria for the Woman of the Year award are as follows:

She will have been a current dues-paying member for at least three years.

She has accomplished something outstanding that reflects the ideals and goals of PWN.

She exemplifies the professional woman.

The current president of PWN is not eligible for one (1) year following completion of the term as president.

The formation of new committees is at the discretion of the Board of Directors.  All committees shall report to the Board of Directors.

Section 2.

Committee members may elect a chair from the committee’s own membership or may choose not to elect a chair.  A committee’s method of functioning is at the discretion of its members.

Section 3.

Each committee shall maintain written operating procedures to be passed on to successors within one month of the successor’s appointment.  Each member of the Committee shall be furnished a copy of the written procedures.  A copy of all procedures shall be provided to the Secretary to maintain for historical purposes.

Article VIII – Amendments to Bylaws

Section 1.

The Bylaws shall be revised or amended only with previous written notice and approval of  two-thirds (2/3) of the Board of Directors.

Article IX – Parliamentary Authority

Robert’s Rules of Order Newly Revised (current edition) shall apply on all questions of procedure and parliamentary law not specified in these Bylaws.

Article X – Dissolution

Section 1.

In the event of dissolution of this association, assets shall be distributed to an organization or institution qualified for tax exemption under Section 501(c)(6) of the Internal Revenue Code, or the corresponding provisions of the Internal Revenue laws of the United States of America in effect at that time, and which organization or institution can best accomplish the general objectives for which this association is organized.  Said organization or institution shall be selected by two-thirds (2/3) vote of  those present and voting at a properly announced general membership meeting, then by a court competent jurisdiction within the State of California.

Mary Jeanne Vincent, President                                                            January 18,  2017