WOMEN IN LEADERSHIP OF LAPORTE COUNTY BY-LAWS
Article I: Name
The name of the organization is WOMEN IN LEADERSHIP OF LAPORTE COUNTY (herein referred to as "WILL").
Article II: Mission & Organization
Section 1. Mission
Women in Leadership of La Porte County:
Create a community of women to enhance professional and personal growth and development thru education and support.
Section 2. Organization
This organization is a non-political, non-sectarian, not-for-profit organization. It welcomes women in leadership, entrepreneurial and professional positions who are engaged in La Porte County and surrounding communities. It is not involved with any activities precluded for not-for-profit organizations by the Internal Revenue Code of 1954, nor does it intend to be involved in any activities which violate any future provisions of the United States Internal Revenue Law under Section 501 ©(6) of this Code.
Article III: Membership
Section 1. Eligibility for Membership
Application for membership is open to those that demonstrate leadership responsibility within their organization, regardless of its size, or purpose, and that support the Mission Statement in Article II. WILL is a gathering of women at all stages of their careers who meet for the purpose of enhancing professional development through networking, educational programs and community outreach. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2. Annual Dues
Dues are to be assessed at a rate of $50 per year per individual member and are due and payable by the first of the year for each calendar year, unless changed by a majority vote of the members at an Annual Meeting of the full membership. A member’s voting rights are suspended when dues are not received by the stated due date. Continued membership is contingent upon being up-to-date on membership dues. Notification will be sent to inform member that voting rights have been suspended.
Section 3. Rights of Members
Each member shall be eligible to cast one vote in elections.
Section 4. Resignation & Termination
Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board.
Article IV: Meetings of the Members
Section 1. Regular Meetings
Regular Meetings: Regular meetings shall be held no less than quarterly at a time and place designated by the Program Chairperson. All meetings shall come to order at the specified time noted on the agenda/notification.
Section 2. Annual Meeting
Annual Meeting: Should take place during the fourth quarter of the calendar year; the specific date, time and location designated by the Program Chair. Notice to members regarding the annual meeting will be by written notice via email. At the Annual Meeting, the membership shall elect Officers & Board of Directors (BOD), receive reports on the activities of WILL, and provide feedback for the coming year. Twenty-five (25) % of the members present and in good standing constitute a quorum at the Annual Meeting. Except as otherwise established by these By-Laws, meetings are conducted in accordance with Roberts Rules of Order (Latest Edition).
Section 3. Special Meetings
Special meetings may be called by the Program Chair, or a simple majority of the Board of Directors. All meetings shall come to order at the specified time noted on the agenda/notification.
Section 4. Notice of Meetings
Notice to members regarding regular, or special, or emergency, meetings will be in the form of written notice via email.
Section 5. Quorum
The members present at any properly announced regular member meeting shall constitute a quorum.
Section 1. Board Role & Size
The concerns, direction and management of the affairs of the organization are vested in the Board of Directors. The responsibility of clerical duties are assigned to an outside contracted firm or person agreed upon by the Board of Directors. The committee duties are assigned to the Committee Chairpersons. The Board shall consist of up to nine (9) members but no fewer than five (5) members. The Board received no compensation other than reasonable expenses as approved by the Board.
Section 2. Officers
Officers shall consist of President, Vice-President, Secretary, Treasurer, and such other officers as the Board may establish from time to time.
Section 3. Terms
All terms commence with vote and approval at Annual Meeting. President, Vice-President, Treasurer & Secretary, and Members at Large may serve in a single role for up to two years. Vacancies on the Board are filled by majority vote of the Board members. The Vice-President automatically succeeds to the President in a vacancy of the President. Officers and Members at Large are elected at the Annual Meeting. No Board Member, or officer, shall serve more than two (2) consecutive full terms. The President, Vice-President, Treasurer and Secretary are elected from among the Board of Directors at the first meeting of the WILL Membership at the Annual Meeting.
Section 4. Meetings & Notice
The Board of Directors should meet no less than quarterly at an agreed upon time and place. Board of Director meetings will be notified by written notice via email at least one week prior. President of Board, or her designee, is the presiding officer at meetings. Upon written request to Board of Directors, any member of the Board may call a special meeting. All meetings shall come to order at the specified time noted on the agenda/notification. In absences of a quorum at the designated start time, no formal action shall be taken except for the President to adjourn the meeting to a subsequent date. Passage of a motion requires a majority. Meetings are conducted in accordance with Roberts Rules of Order (Latest Edition).
Section 5. Board Quorum & Voting
The presence of a majority of the current Board Members at a meeting constitutes a quorum. All meetings will come to order at the specified time noted on the agenda. In absence of a quorum at the designated time to start, no formal action shall be taken except for the President to adjourn the meeting to a subsequent date. Passage of a motion requires a majority. Email voting is permissible and the President will record and print the voting results.
Section 6. Officer Duties
The duties of the Officers are as follows:
President- the President has general supervision over the business of the organization subject to the order and approval of the Board of Directors. The President, or her designee, shall convene regularly scheduled Board meetings and shall preside at each meeting. The President, Vice- President, Treasurer and Secretary shall have signing authority on all checks drawn.
Section 8. Vice-President
The Vice-President assumes the duties of the President in her absence and shall chair committees on special subjects as designated by the Board of Directors.
Section 9. Secretary
The Secretary shall be responsible for keeping records of Board actions, records meetings minutes, preserves all records, including current By-Laws and rules, roll of Members, distributes meeting minutes to each Board Member via email and exercises all other powers and duties ordinarily performed by Secretary. In absence of the Secretary, the President, or her designee, will appoint a temporary Secretary.
Section 10. Treasurer
The Treasurer shall make a report at each Board Meeting. The Treasurer is custodian of the funds of the organization and deposits them in a financial institution approved by the BOD. She pays all bills and claims against the organization when duly authorized by the President and/or BOD. The Treasurer is responsible for the timely filing of all tax returns required by Local, State and Federal governing bodies. At the expiration of her term of office, she turns over to her successor all monies, funds, books, records and property belonging to the organization which she has in her possession or under her control. The Treasurer assists in the preparation of the budget, helps develop fundraising plans and makes financial information available to Board Members. Financials are reviewed each year by the BOD prior to the Annual Meeting.
Section 11. Vacancies
Should a vacancy on the Board exist mid-term, the Secretary must receive nominations for new Members from present Board Members two (2) weeks prior to a Board Meeting. These nominations shall be sent out to the Board Members with the regular Board meeting announcements to be voted upon at the next Board Meeting. Any individual appointed to fill a vacancy is appointed only for the unexpired term of the Board Member whom she succeeds. This time is not considered part of her term as described in Article VI. Section 2.
Section 12. Resignation & Absences
Resignation from the Board must be in writing and received by the Secretary. All Board Members are required to attend a minimum of two-thirds (2/3) of the scheduled BOD meetings. Failure to meet this may result in removal from the Board. The Member will be notified in writing of her removal. A Board Member may be removed for other reasons by a three-fourths (3/4) vote of the remaining Directors. Special circumstances may be presented to the BOD for consideration.
Article VI: Nominations & Elections
Nominations are received and presented by any BOD member throughout the year. The BOD will present the number of vacancies on the Board to the President during the 3rd quarter. The Board will then arrange the slate of officers and submit to the Board for email approval. The Slate will then be presented to the General Membership via email along with notification of the Annual Meeting. The newly elected BOD will be presented for approval by membership at the Annual Meeting.
Article VII: Committees
Standing and Ad Hoc Committees, as needed, shall be appointed each year by the BOD. The President appoints all Committee Chairpersons. Members shall be recruited from the General Membership. Committees that may be included, but not limited to, are as follows:
- Audit/Finance- This Committee audits the financials each year and presents a report at the Annual Meeting. The Treasurer is the Head of the Finance Committee. The Committee makes recommendations concerning all matters of money and other financial responsibilities, is responsible for developing and reviewing fiscal procedures, fundraising plans and the annual budget, and presents the proposed annual budget at the fourth quarter BOD meeting. Any change in the budget must be approved by the Board. The fiscal year shall be from the 1st day of October through the last day of September. An annual report showing income, expenditures and subsequent events is required to be submitted to the Board for approval. The financial records of WILL are public information and shall be made available to the Membership, Board Members and the public.
- Program- The purpose of this Committee is led by the Program Chair and provides a gateway to resources and networks to cultivate business and professional growth. Duties include creation of an annual calendar of events including member meetings. The Program Chair will submit an annual proposal to the Board for the topic, venue and speaker for each event/meeting. This Committee will coordinate with the Treasurer regarding finances of programs/venues. After event/venue planning, and approval by the Treasurer, this Committee will turn over details to the Marketing Committee for release to the Membership.
- Marketing/PR- The committee will be led by the Marketing Chair. The purpose of this Committee is to build the WILL brand that communicates women as strong and influential leaders in the community. The committee is also responsible for building a positive perception and strong relationships with Members, potential Members, media and community, to build awareness, membership, to become the premier leadership development network of La Porte County. Committee is responsible for marketing all meetings and events thru use of including but not limited to social media, print, email blasts, etc.
- Membership- the Membership Chair will lead the committee. The Vice-President will be the Chair of the committee. The Committee will work with the local community based partners, and other sources, for new businesses located in La Porte County. They will also communicate benefits to the current Membership, reinforcing the positives of being a Member of WILL. This Committee maintains all Membership records- application, send invoices for Membership, payment of dues, placing of new Members on the communication cycle, and the ‘Welcome’ to the General Membership in partnership with the President.
- Scholarship Committee-
Article VIII: Fiscal Policies
Section 1. Books & Records
The organization shall maintain appropriate accounting records, minutes of all meetings of its BOD, a record of all actions taken by the BOD without a meeting, and a record of all actions taken by a Committee of the BOD in place of the BOD on behalf of WILL. WILL, or its agent, shall maintain a complete and accurate list of Directors, giving the names and addresses of all Directors. All such books, records and lists of WILL shall be open to inspection and copying during usual business hours for all proper purposes of WILL.
Section 2. Authorization of Expenditures
The BOD, by majority vote, may authorize all purchases and payments of goods or services not already approved in the annual budget. A minimum of two (2) bids must be presented for consideration by the Board. The Board makes and authorizes the execution of all contracts which, by a majority vote, it deems necessary and proper for the best interest of the organization. All contracts are signed by the President. All proposed purchases and contracts above two hundred dollars ($200) shall be submitted to the Board as a Request for Bid Process. All contracts must be presented to the BOD one meeting prior to a vote. The Board performs all other duties not inconsistent by these By-Laws. Any officer may make expenditures or obligations of funds of WILL, or combined officers of WILL, as may be determined from time to time by the BOD. Expenditures for scheduled luncheon meetings need not be approved in advance by the BOD.
Section 3. Contracts
All contracts, agreements, deeds, conveyances, mortgages and similar instruments authorized by the BOD shall be signed, unless otherwise directed by the BOD, or required by law, by the President or Vice-President, and attested by the Secretary.
Section 4. Loans to Officers & Directors
WILL shall not lend money to, or guarantee the obligations, of any officer or Director of WILL.
Section 5. Dissolution of WILL
In the event of the dissolution of WILL, and following the payment of all debts and liabilities of WILL, assets shall be distributed for one or more exempt purposes within the meaning of the 501© (6) status of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by Circuit Court of the county in which the principal office of WILL is then located, exclusively for such purposes, or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 6. Fiscal Year
The fiscal year of WILL shall begin on the first day of October of each year and end on the last day of September of each year.
Article IX: Conflict of Interest
Any Member of the BOD who has financial, personal, or official interest in, or conflict (or appearance of conflict) with any matter pending before the Board, of such nature that it prevents, or may prevent, that Member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse herself and will vacate her seat and refrain from discussion and voting on said item.
Article X: Prohibited Activities
Section 1. Prohibited Activities of WILL
Notwithstanding any other provision of this Code of By-Laws, no Director, officer, or agent of WILL, shall take any action, or carry on any activity, by or on behalf of WILL not permitted to be taken, or carried on by an organization described in Section 501 ©(6) of the Internal Revenue Code of 1986, as amended, or any successor provision to previsions thereto.
Article XI: Indemnification
Section 1. Indemnification of Officers & Directors
Every person who is, or was, a Director, officer, or employee of WILL shall be indemnified by WILL against all liability and reasonable expense incurred by such person in his or her official capacity, provided that such person is determined in the manner specified in Indiana Code 23-17-16-12 to have met the standard of conduct specified in Indiana Code 23-17-16-12. Upon demand for such indemnification, WILL shall proceed in Indiana Code 23-17-16-12 to determine whether such person is entitled to indemnification.
Article XII: Amendments
These By-Laws and Standing Rules may be altered, amended, or added to, when necessary by two-thirds (2/3) majority vote of the BOD present, provided a quorum is present and provided a copy of the proposed amendment(s) are distributed to each Board Member at least one (1) week prior to said meeting. Proposal amendments must be submitted to the Secretary to be sent out with regular or special meeting announcements one week prior to a vote; otherwise, a vote shall not be conducted.
Article XIII: Certification
The By-Laws were approved at a meeting of the Board of Directors by a two-thirds (2/3) majority vote on January 2016.