REVISED BY-LAWS AS OF 3/25/19
MESA COUNTY WOMEN’S NETWORK. INC.
A COLORADO NONPROFIT CORPORATION
THE MISSION OF MCWN IS TO:
To enable all women to discover their individual potential by providing a positive forum of networking, education and encouragement.
ARTICLE I. PURPOSES
- To provide educational opportunities for women.
- To motivate women to make choices and enhance their lives.
- To build associations and networks with other women in the community and the state.
- To provide a mutual support system for all women regardless of role.
— women in the workforce
— women in the home
— home based business women
— retired women
- To encourage women to examine and discover their individual potential.
ARTICLE II. OFFICES
Section 2.1 Principal Office
The principal office of the corporation shall be contacted via mail at P.O. Box 1423, Grand Junction, CO 81502. The principal office of the corporation may be changed from time to time by the Board of Directors. The corporation may have such other offices, either within or outside the State of Colorado, as the Board of Directors may designate or as the business of the corporation may require from time to time.
Section 2.2 Registered Office
The registered office of the corporation, required by the Colorado Nonprofit Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office of the corporation, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE III MEMBERS
Section 3.1 Membership
Membership in the corporation shall be open to persons or entities that express an interest in joining the Corporation as members, and express commitment to the purposes of the corporation.
There shall be two types of memberships; individual and corporate. A corporate membership consists of three or more members from the same business. Corporate members may at their discretion allow other employees or business partners attend in their place. Individual memberships are not transferable.
Membership shall not give members any rights to manage the corporation. Members are entitled to the benefits, if any set by the Board of Directors and agree to abide by the terms of membership.
Section 3.2 Voting
The corporation shall have no voting members. The corporation may have however, such classes of non-voting members as the Board of Directors may determine from time to time by amendment of these By-laws.
Section 3.3 Application
- Individuals or entities that have completed an application, met the criteria for membership, and paid the initial membership dues shall become a member of MCWN. To maintain membership in the corporation, each member shall pay the annual membership fee, as established by the Board of Directors.
- New membership may be approved at any time. Dues must accompany the application.
Section 3.4 Termination of Membership
- Membership shall be terminated by the Board of Directors for noncompliance of these By-laws and terms.
- Membership shall be terminated for failure to pay annual dues in accordance with Article 3 Section 5 of these By-laws or failure to comply with membership terms.
- Any member whose membership is terminated under 3.4.A may reapply in 12 months. It will then be under the discretion of the Board to approve or disapprove of the application for membership. If re-application is approved, that member must pay cash, in exact change, from that point forward. Their membership will continue at the discretion of the Board.
- Cancelation policy- New members may request a full refund within thirty days of joining MCWN. Requests must be in writing and submitted to the membership committee. Requests must have extenuating circumstances for the request to be reviewed. The board will review the written request and make a decision. Existing memberships requesting cancellation will be addressed on a case-by-case basis, and transfers are encouraged, should someone not be able to fully utilize their membership.
Section 3.5 Membership Dues & Fees
- Annual dues shall be established by the Board of Directors. Written notification of any proposed increases in the annual dues shall be given to MCWN members thirty (30) days prior to said increase.
- Membership dues shall be assessed on the member’s anniversary date of joining and shall be paid annually. The dues schedule shall be adopted by the Board of Directors, in order to be a member in good standing, all dues must be paid in a timely manner.
- If a member should present two checks to the network that are returned for any reason (i.e. insufficient funds, closed account, etc.) that member must reimburse the network for any and all fees incurred due to the nature of the transaction. In addition, the member will from then on be required to pay their dues and luncheon fees in cash.
Section 3.6 Conduct of Members
- A Member’s ethical behavior affects not only her reputation within the organization, but also how the organization is perceived by others.
- Therefore, Members need to be ethical at all times when representing MCWN, meeting the needs of the group as well as contributing to its success, being cooperative, considering the needs of others never forgetting that the Members contribute to the success of the group as a whole, obeying the rules, by-laws and terms, being honest and fair, and being role models for all Members.
- MCWN Code of Conduct: Conduct our dealings in keeping with highest moral, ethical, legal standards, encouraging frank and open communication, good business decisions, and the right ethical decisions, and maintaining a professional public image.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1 General Powers
The business and affairs of the corporation shall be managed by its Board of Directors.
Section 4.2 Eligibility
Each officer or director of the MCWN shall be a member in good standing of the Mesa County Women’s Network. Applications for election to the Board of Directors will only be accepted from individuals who have been members of MCWN for a minimum of six (6) consecutive months immediately prior to applying. At all times the majority of the Board of Directors shall be women. In the event that there are not enough individuals with the above qualifications applicants that have been a member for less than six (6) consecutive months can be accepted at the Board’s discretion.
Section 4.3 Attendance
The Board of Directors holds regular monthly meetings. Board of Directors shall attend all regular monthly meetings. Board of Directors who miss (3) regular meetings of the Board of Directors without cause within a 1 year time frame, may be removed according to Section 4.7 of the By-laws. Board of Directors who miss 3 luncheons without cause may be removed according to Section 4.7 of the By-Laws.
Section 4.4 Number and Tenure
The number of Board of Directors of the corporation shall be not less than seven (7) and no more than fourteen (14). The current number shall be increased or decreased only by Board of Directors action at the meeting to elect Board of Directors. The Past President will serve in an advisory position. Board of Directors shall serve for a term of two (2) years, with staggered terms. Each Director may serve any two (2) consecutive two-year terms. A member may be re-appointed as a Director after a one-year hiatus from the Board.
Section 4.5 Appointment
Board of Directors shall be elected with a majority vote of the Board of Directors at the meeting prior to the annual meeting of the Board of Directors and shall serve a two year term.
Section 4.6 Vacancies and Resignations
Vacancies may be created by resignation of a Board Member, by action of the Board of Directors or when a Board of Director is no longer a member in good standing of the Mesa County Women’s Network. Any Director may resign at any time by giving written notice to the President or Secretary of the corporation. Such resignation shall take effect at the time specified therein.
Vacancies will be filled by affirmative vote of the majority of the remaining Board of Directors even though this may not constitute a quorum as specified in these By-Iaws. The Board of Directors will fill a vacancy in any office, however occurring, by majority vote election at the first regular meeting of the Board following the vacancy. A Director appointed to fill a vacancy shall be appointed to fulfill the remainder of the vacated term. If appointed to a vacated term that is more than 1/2 of a regular two-year term, this shall be counted as a full term for the appointee.
Section 4.7 Removal
The Board may remove any Director of the corporation at any time, with or without cause, in the manner provided in the Colorado Nonprofit Corporation Act. The Secretary of the Corporation shall provide written notification of removal to the involved Director within seven (7) days following Board of Directors action.
Section 4.8 Compensation and Benefits
Board of Directors shall not receive any compensation for their services without prior approval by a majority of the Board. This does not prohibit reimbursement, when consistent with Board policy, of a Director for expenses associated with attending the meetings and serving on the Board of Directors. Nothing herein shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefore as approved by the Board of Directors.
Section 4.9 Annual Meeting
The annual meeting of the Board of Directors shall be held at such time as is mutually agreeable by the Board of Directors after the fiscal year end. New Board members must be present. Outgoing board members may be present. If they are not present they must have passed on all the information for position they are resigning prior to the meeting.
Only current term and newly elected members shall have voting powers. The meeting shall be for the purpose of electing officers; appointing standing committees and transacting such other business as shall come before the Board of Directors.
Section 4.10 Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Board of Directors. Notice of any special meetings shall be given personally, by email, or by telephone at least forty-eight (48) hours in advance of such special meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable convenient place and time within Mesa County, Colorado, as a place for holding any special meeting called by them. If no designation of a place is made, the place of the meeting shall be the principal office of the corporation in Colorado.
Section 4.11 Quorum
A majority of the number of Board of Directors that is currently on the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Board of Directors present may adjourn the meeting from time to time without further notice. A quorum shall be defined as a simple majority of the current board members.
Section 4.12 Conduct of Board Members
A Board Member’s ethical behavior affects not only her reputation within the organization, but also how the organization is perceived by others.
Therefore, Board Members need to be ethical at all times when representing MCWN, meeting the needs of the group as well as contributing to its success, being cooperative, considering the needs of others never forgetting that the members contribute to the success of the group as a whole, obeying the rules, by-laws and terms, being honest and fair, and being role models for all members.
MCWN Code of Conduct: Conduct our dealings in keeping with highest moral, ethical, legal standards, encouraging frank and open communication, good business decisions, and the right ethical decisions, and maintaining a professional public image.
ARTICLE V. OFFICERS AND CHAIRPERSON
Section 5.1 General
The Executive Team of the Corporation shall be the President, Past President, and President Elect. The Executive Officers of the Corporation shall be the President, President-Elect, Treasurer, and Secretary.
Section 5.2 Term of Office
Members of the Executive Team hold a three-year term (1st year- President Elect, 2nd year- President, and 3rd year – Past President). Treasurer and Secretary are elected for a term of two (2) years. Treasurer and Secretary shall hold only one (1) officer position at any one time. Treasurer and Secretary shall be limited to two (2) consecutive full terms in the same office. Any officer of the corporation shall also be a Director of the corporation. In all cases where the duties of any officer are not prescribed by the Bylaws or by the Rules, Regulations and terms, such officer shall follow the orders and instructions of the Board of Directors.
Section 5.3 Elections
The President Elect nominates the slate of Executive Team officers for approval by a majority vote by a majority vote of the current Board of Directors at the meeting prior to the annual meeting of the Board of Directors.
Section 5.4 Rules of Procedure
The Board of Directors shall provide the order of business for all meetings. When an order is not provided, and when it is not otherwise expressly provided for in these Bylaws, meetings shall be governed by ROBERTS RULES OF ORDER, Revised Edition.
Section 5.5 Duties of Officers
The duties shall be such as are implemented by their respective titles, except as otherwise stated in these By-laws, and more specifically shall include the following:
The President shall:
- Be the chief executive officer of the corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees.
- Preside over all meetings of the Board of Directors.
- Call and organize all general corporation meetings.
- Appoint, with approval of the Board of Directors, all positions.
- Maintain a current list of Board of Directors to include date of appointment and any/all available contact home, work, cell and fax numbers as well as e-mail addresses.
The President-Elect shall:
- Assume the duties of the President in the absence or disability of the President.
- Serve as By-laws chairperson:review the by-laws annually and prepare proposed changes for the Board of Directors.
- Perform duties as may be assigned by the President or Board of Directors.
- Plan all aspects of the Annual Board Retreat and Meeting.
The Secretary shall:
- Keep the minutes of the Board of Director’s meetings.
- Deliver copies of minutes to all Board members within fourteen (14) days following each meeting. This will include any official special meetings.
- See that all notices are duly given in accordance with the provisions of these by-laws or as required by law.
- Be custodian of the corporate records.
- Assume such duties as may be assigned by the President or Board of Directors.
The Treasurer shall:
- Assume responsibility for maintaining the financial records of MCWN.
- Submit a written report at all regularly scheduled meetings of the Board of Directors, and attach bank statements to the monthly minutes.
- Maintain custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and shall deposit the same in accordance with the instructions of the Board of Directors.
- Check Post Office Box on a weekly basis, bring correspondence to the next monthly meeting of the Board of Directors and forward the information to appropriate Board Member.
- Receive and give receipts for monies paid in, on account of the corporation and payout of funds on hand, all bills, payrolls and other just debts of the corporation of whatever nature, upon maturity.
- Pay for lunches at all general membership meetings.
- Maintain the methods and system of accounting to be followed, keep complete books and records of account, and submit all books of account for compilation as specified by the Board of Directors.
- Develop an annual budget to be approved by the Board of Directors, based on activities approved by the Board. Said budget to be submitted at the first regular meeting following the Annual meeting.
- Make available to the membership a written account of financial position upon request. The Board of Directors will approve this report prior to publication.
- Ensure that all necessary financial reports including annual tax document are submitted to the appropriate agency within an appropriate timeliness.
- Perform other duties as assigned by the Board of Directors.
The Past President shall:
- Serve on the Executive Team.
- Serve in a non-voting, advisory role.
Section 5.6 Board positions
The Board Positions for the Corporation shall be Website/Social Media, Programs, Membership, Luncheon, Public Relations, and Charity .
Section 5.7 Term of Office
The President Elect with approval of the Board of Directors, appoints board positions for a term of two (2) years.
Each Board of Director shall hold no more than two (2) board positions at any one time. Each position shall be limited to two (2) consecutive full terms in the same position or shall be approved by the Board of Directors on an individual basis.
Section 5.8 Removal
Any chairperson may be removed by action of the Board of Directors whenever, in its judgment, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of a chairperson shall not in itself create contract rights. The Secretary of the Corporation shall provide written notification of removal to the involved chairperson within seven (7) days following Board of Director action.
Section 5.9 Vacancy
The President shall fill a vacancy of any position, however occurring, at their next regularly scheduled meeting following notification of the vacancy. The position may be filled for the remaining term of office.
Section 5.10 Duties (See attached job descriptions for complete details).
The program position shall be responsible for scheduling programs for the monthly meetings of the membership. These shall all be within the guidelines established by the Board of Directors. (See Article VIII rules and regulations).
The Luncheon position shall be responsible for the logistics of the monthly luncheon membership meetings including the coordination of the monthly Luncheon sponsorship, sign-ups for ad tables, reservations, email reminders and checking in the members and guests at the monthly lunch. These shall all be within the guidelines established by the Board of Directors. (See rules and regulations).
The Membership position shall be responsible for activities occurring in seeking new members and retaining current members. These activities shall be within the guidelines established by the Board of Directors. (See Rules and Regulations). A membership directory has been established and will be maintained and updated regularly.
Process new applications for membership. Report on all applications at the first regular Board of Directors meeting following receipt of application for action on application by Board of Directors.
This person will be responsible for obtaining benefit information for the membership to include discounts or anything else deemed to be beneficial and available to the general membership.
- Public Relations
This person will be responsible for marketing of the Mesa County Women’s Network including the production of any and all marketing materials. Said materials are subject to approval of the Board of Directors.
The Public Relations Chairperson is responsible for the timely announcement of Monthly Meetings to all media.
- Website/Social Media
This person is responsible for upkeep of the MCWN web site.
This person is responsible for monitoring the MCWN Facebook and LinkedIn pages and other social media, making sure the guidelines are met and followed, as well as responsible for timely posting of monthly meetings.
This position will be responsible for determining what charities will be represented each month based on feedback from the board. This position will collect donations from the MCWN membership or the public to help the charity receive more donations. Prior to the luncheon, Charity contacts the charity to invite a representative to come to the lunch and talk about their organization. At the luncheon, Charity collects money for the charity at the check-in table and introduces the representative to the group. After the luncheon, this person is responsible for delivering the donations (monetary or otherwise) to the charity.
ARTICLE VI. Non-discrimination
The officers, directors, committee members, employees and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, religion, national origin and sexual orientation, except that all times the majority of the Board of Directors shall be women.
ARTICLE VII. Amendments
- Amendments may be proposed by any member of the Board of Directors or by a group of five (5) non Board members in good standing of Mesa County Women’s Network, Inc.
- Notice of proposed changes to be sent to all members of the Board of Directors at least fourteen (14) days in advance of the meeting at which voting shall take place. A quorum must be present for By-laws changes. These By-laws may be altered, amended or repealed by majority vote of the members present at the meeting scheduled for this purpose.
ARTICLE VIII. Rules and Regulations
A The Board of Directors shall formulate Rules and Regulations to implement the principles found in these By-laws.
- Rules and Regulations may be formulated, amended or repealed at any regular meeting at which a quorum is present and without previous notice, or at any special meeting with notice, by a majority of those present.
- Whenever feasible, preference for purchasing will be given to organizations owned and managed by members of the MCWN in good standing.
- Budgets to be submitted at annual Board of Directors meeting and approved at first meeting following the retreat.
- 3. Board Members wishing to be reimbursed for expenses shall submit all documentation to the Treasurer by the next Board Meeting. Pre-approval must be obtained prior to any purchased made over the amount of S50.00.
- 4. Speakers at monthly meetings shall be members in good standing in the organization. The Board of Directors will approve outside speakers who may receive an honorarium valued at $25.00.
- Political policy. MCWN shall not serve as a political forum. No candidates for office nor elected officials shall be given “time at the podium” to make political statements/promotions for their election.
ARTICLE IX. Miscellaneous
Section 9.1 Fiscal Year
The fiscal year of the corporation shall begin on the 1st day of October and end on the 30th day of September.
Section 9.2 Conflicts of Interest
No officer or Director of the corporation shall be interested directly or indirectly, in any contract relating to the operations conducted by the corporation, nor in any contract for furnishing services or supplies to the corporation, unless such contract is authorized by a majority of the Board of Directors in a meeting at which the presence of such interested Director is not necessary for the purposes of a quorum or for the purposes of such majority, and the fact and nature of such interest is fully disclosed or known to the Board of Directors present at the meeting at which such contract shall be authorized.
Section 9.3 Director Liability
The Director shall have no personal liability to the corporation for monetary damage, for breach of fiduciary duty as the Director; except that this provision does not eliminate or limit the liability of the Director for: (a) any breach of the Director’s duty of loyalty to the corporation; (b) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; or (c) any transaction from which the Director derives an improper personal benefit. MCWN shall maintain director’s liability insurance coverage.
Section 9.4 Annual Compilation
The Board of Directors may do an annual compilation report of the treasurer’s accounts every October by a chosen, outside professional.
The Board may present the compilation report to an Audit Committee comprised of 3 members from the Mesa County Women’s Network, for their review and recommendations, to be presented within 30 days after review.
APPROVED BY BOARD OF DIRECTORS ACTION: 03.22.19
SUPERSEDES BY-LAWS DATED: