Bylaws

Bylaws of the Ventura County Professional Women's Network

Article I: NAME

Section 1: Name: The name of this organization shall be Ventura County Professional Women's Network, herein referred to as VCPWN.

Article II: PRINCIPAL PLACE OF BUSINESS

Section 1: Place of Business: the principal place of business shall be located in Ventura County, as determined by the Board of Directors, (BOD).

Article III: PURPOSE AND GOAL

For purposes of this document, the pronoun "she" shall be understood to be gender neutral as Article IV allows by membership eligibility in Section 1

Section 1. Purpose: The purpose of the VCPWN shall be to promote the professional and personal growth of Ventura County women through education, mutual support and sharing of resources.

Section 2. Goals: The goals of VCPWN shall be:

1. Provide an arena for networking.
2. Sponsor dinners, workshops, seminars and other events for professional and personal growth.
3. Assist members in understanding the principles of networking so that VCPWN is mutually beneficial to all.
4. Develop good public relations between the organization and the community.

Section 3. Political Affiliation: This organization shall be nonprofit and nonpartisan. It shall take no official political stand, nor endorse any candidate for public office.

Section 4. Non-Philanthropic: VCPWN's purpose is not to raise money to support other philanthropic organizations. VCPWN may enter into limited, temporary partnerships for the purpose of community outreach, to be selected by the Leadership Team and the membership.

Section 5. Distribution of Income: Income generated will be applied towards the General Fund and allocated towards specific programs as approved by the BOD.

Article IV: MEMBERSHIP AND DUES

Section 1: Eligibility: Any adult person in Ventura County who supports the high professional ideals and the Purpose and Goals of VCPWN shall be eligible for membership.

Section 2: Privileges: Privileges of voting, holding office and serving on committees shall be accorded to members only.

Section 3. Applications: Applications for membership shall be submitted to VCPWN accompanied by dues.
1. Annual dues for members shall be determined by the BOD and/or Leadership Team.
2. Annual membership dues shall be due and payable by all members the first day of their anniversary month.

Article V: GENERAL MEMBERSHIP MEETINGS

Section 1. General Membership Meetings: Regular meetings of VCPWN shall be held monthly, unless otherwise directed by the BOD. Guests are welcome at general membership meetings. Policy on how many meetings a guest may attend as a non-member may be set by the BOD.

Section 2. Quorum: One fourth (1/4) of the membership shall constitute a quorum.

Section 3. Annual Meetings: The annual business meeting shall be held during the month of May, the anniversary month of the organization. The purpose of this meeting is to present an Annual Report of the BOD andelection of new officers. . Presentation of new officers, acknowledgment and recognition of outgoing Board members to be held at the June meeting.

Article VI: BOARD OF DIRECTORS AND OFFICERS

Section 1. Officers: The BOD shall be the governing body of VCPWN, shall direct the disposition of all monies, shall have general charge of its affairs, and shall carry out the principles of the Network as set forth in these bylaws.

Section 2. Qualifications and Terms of Office: All members of the BOD, as hereinafter defined, shall be members of VCPWN. The terms of office shall be for a period of one year.

Section 3. Composition of the Board of Directors: The BOD of VCPWN shall be composed of the following voting members:

A. President
B. President-Elect
C. Director of Membership
D. Director of Finance
E. Member-at-Large, Varied Assignments (1)
F. Recording Secretary
G. Immediate Past President

Section 4. Quorum: A simple majority of the members of the BOD shall constitute a quorum for the transaction of business.

Section 5. Absences: Any Board member who fails to attend three consecutive regular meetings of the BOD shall be deemed to have submitted her resignation. The BOD may act upon such resignation and declare a vacancy.

Section 6. Vacancies: Vacancies on the BOD shall be filled by a majority vote of the remaining Board members. A vacancy in the office of President shall automatically be filled by the President-Elect. The newly appointed Board Member shall serve the time remaining in the previous Board Member's term.

Section 7. Meetings: Meetings of the BOD shall be held on a regular basis, at such time and place as may be determined by the BOD. Special meetings of the BOD may be called by the President or at the written request of any two Board members, provided that all Board members are notified one week in advance.

Section 8. Conflict of Interest: The BOD may contract for services or products with members of the BOD provided full disclosure and competitive bidding are observed.

Section 9. Independent Evaluation: Financial records must be evaluated after close of each fiscal year, in a timely manner, by an individual other than a member of the BOD.

Section 10. Contracts: All contracts entered into by VCPWN must have BOD ratification to be binding.

Article VII: DUTIES OF THE OFFICERS AND BOARD OF DIRECTORS

Section 1: President: The President shall be Chairperson of the BOD and shall preside at all general membership meetings of VCPWN. The President, or designate, shall be the official representative of VCPWN at any other Network, organization and/or community function. The President shall be authorized to sign treasury checks and contracts, and shall prepare an annual report of the progress of VCPWN. The President shall be an ex-officio member of all committees and be entitled to vote therein. The President shall be assisted in her office by any committee or sub-committee deemed necessary.

Section 2. President-Elect: In the case of absence or disability of the President, the President-Elect, shall perform the duties of the President and shall be authorized to sign treasury checks. The President-Elect shall be responsible for all arrangements for programs for regular monthly membership meetings and other duties as prescribed by the BOD. She shall be assisted in her office by any committee or sub-committee deemed necessary

Section 3. Director of Membership: The Director of Membership shall perform all duties relative to membership, including making applications for membership available, working with a Membership Committee and Board members to promote membership, to act promptly on membership applications, keep membership lists up-to-date and make these lists available, and other duties as prescribed by the BOD. The Director shall be assisted by any committee or sub-committee deemed necessary.

Section 4. Director of Finance: The Director of Finance shall have charge of all funds of VCPWN and is authorized to sign Treasury checks. The Director shall keep accurate records and accounts of financial affairs and transactions of VCPWN, present a written report of its financial condition annually, submit monthly oral reports to the BOD, and at such other times as requested by the BOD or President, and perform other duties prescribed by the BOD. The Director of Finance will be responsible for developing an annual budget based on committee activities and projected revenues for the year. She shall be assisted in her office by any committee or sub-committee deemed necessary.

Section 5 Recording Secretary: The Recording Secretary shall be responsible for recording the minutes of all BOD meetings. The Secretary shall distribute the minutes to all Board members within one week following each meeting.

Section6 . Member-at-Large: The elected Member-at-Large shall assist individual Board members as deemed necessary to achieve Network goals and objectives. She may be assisted by any committee or sub-committee deemed necessary.

Section 7. Immediate Past President: The Immediate Past President shall be Chairperson for the Nominating Committee.

Article VIII: EXECUTIVE SECRETARY

Section 1. Executive Secretary: An Executive Secretary may be hired by the BOD and shall be custodian of all papers, records and documents for VCPWN as finances for such a hiring exist. The Executive Secretary shall assist the President and shall notify the BOD of all special or unscheduled meetings and shall provide secretarial support as required. She shall take reservations and take charge of registration of all general meetings. Other duties and salary will be negotiated and defined in the annual agreement, with final approval by vote of the BOD.

Article IX: NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee: A Nominating Committee shall be selected by the BOD in January of each year. The Nominating Committee is chaired by the Immediate Past President, and shall include the President-Elect, and at least one non-board member.

Section 2. Slate of Officers: The Nominating Committee shall recruit at least one candidate for each voting position on the BOD, with the exception of the President and Immediate Past President. Names of the nominees shall be announced to the membership at least one week prior to the April meeting. Nominations from the floor will be taken at the April meeting.

Section 3. Term of Office: The term of office shall be one year, upon election at the May annual membership meeting, and commencing at the June general meeting.

Section 4. Eligibility for Office: Any member in good standing, holding active membership in VCPWN for at least three months prior to election, shall be eligible for any BOD position other than President.

Section 5. Elections: Elections to the BOD will be by written or oral ballot vote of all members or by absentee ballot at the May annual meeting. The Nominating Committee, headed by the Immediate Past President, shall conduct and oversee the process.

Article X: BYLAW REVISION

Section 1. Revision Process: These bylaws may be amended at any regular meeting of the BOD by a simple majority of the voting members present, provided each Board member has been given five-day written notice containing the substance of the proposed amendment. Within six months of the BOD's approval, the bylaw revisions must be presented to and voted upon by a quorum of the membership. Any revisions not approved by the membership will be rescinded.

Article XI: RULES OF ORDERS

Section 1. Rules of Orders: Robert's Rules of Order, Revised, shall be the authority of the organization in all matters not covered by these bylaws.

Revised May 14, 2009