Bylaws

ARTICLE I

ORGANIZATION

Section 1.   Name of the Organization and Policy.

The name of this organization shall be called the Santa Maria Women’s Network, also known as SMWN. This organization shall be non-sectarian, non-partisan and not for profit.

Section 2.   Purpose of Organization.

The Santa Maria Women’s Network is an organization designed to promote the professional and personal development of its members. Membership includes women and men from the business and private sectors of the community who gather to exchange information, provide mutual support and assist in the overall advancement of women.

Section 3.   Principles of Networking.

The Network serves as a vehicle for women and men interested in professional and educational development, as well as providing an opportunity for mutual support.

Section 4.   Organization Meetings.

The organization will provide a general membership meeting each month, the time and place to be determined by the Board.

Section 5.   Goals and Objectives.

The goals and objectives of the organization are:

  1. To assist women in understanding the principles of networking so that the Network is mutually beneficial to all concerned.
  2. To present the opportunity for sharing successes of its members.
  3. To continually include and emulate networking principles through the newsletter and all Network functions.
  4. To promote the interests of the business and professional women.
  5. To coordinate and share information with other networks including upcoming events which may be of mutual interest.
  6. To bring about a spirit of cooperation among members of the organization and the community.
  7. To extend education opportunities to women.
  8. To promote membership by:
    1. Providing membership applications and bylaws at meetings and events.
    2. Encouraging members’ identification with the Network through the newsletter.
    3. Maintaining a policy of encouraging members to invite guests.
  9. Develop good public relations within the organization and the community by preserving a structure to encourage creativity and openness at all meetings.

Section 6.   Membership Dues.

This organization is membership based.   The Board of Directors shall establish a yearly membership fee for individuals and business memberships, that are payable upon acceptance of membership and annually thereafter.

Section 7.   Informal Action.

Any action required, or which may be taken, at a Network Meeting, may be taken without a meeting and without prior notice if consent in writing, setting forth the action so taken, is approved by the Board of Directors who are entitled to vote with respect to the matter.  Input from the Members will be asked at the Network monthly meeting.

Section 8.   Annual Meeting.

The regular June meeting of each year shall be designated the annual meeting, at which time reports summarizing the year’s activities shall be given and the election of officers held.

ARTICLE II

DIRECTORS

Section 1.   Powers.

Subject to limitations of the Articles and these Bylaws, the organization’s activities and affairs shall be conducted, and all corporate powers shall be exercised by or under the Board’s direction. The Board may delegate the management of the organization’s activities to any person, persons, management company or committees however composed, provided that the organization’s activities and affairs shall be managed and all corporate powers shall be exercised under the Board’s ultimate direction. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

  1. To select and remove all other organization officers, agents, and employees, prescribe powers and duties for them as may not be inconsistent with the law, the Articles or these Bylaws, fix their reasonable compensation, if any, and require from them security for faithful service.
  2. To conduct, manage, and control the organization’s affairs and activities and to make such rules and regulations therefore not inconsistent with law, the Articles or these Bylaws, as they may deem best.
  3. To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best.
  4. To borrow money and incur indebtedness for the organization’s purposes, if necessary, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefore.
  5. To establish such committees as it shall deem necessary or advisable.

Section 2.   Number of Directors.

The Board of Directors shall be comprised of at least 11 and no more than 15 Board Members with voting privileges.

Section 3.   Voting.

Each Director shall have one (1) vote for all purposes.

Section 4.   Election and Term of Office.

The Directors shall be elected at the Annual Board Meeting. Each Director shall serve a term of one (1) year, or until a successor has been elected and qualified per Section # (Removal/Vacancies) below. Members may serve a maximum of five (5) terms consecutively.

Section 5.   Quorum.

A simple majority of Directors shall constitute a quorum to transact business.  Prese6nce for purposes of a quorum shall be in person or participating by conference call or another electronic method that allows the Director(s) to actively and contemporaneously participate in the meeting and discussions on which actions are taken.

Section 6.   Conflicts of Interest.

In determination of a quorum of the Directors, or in voting, Directors shall disclose any conflict of interest in any matter before the Board, and such conflict a director shall disqualify the director from voting on the matter in which a conflict of interest is present.

Section 7.   Board of Directors Meeting.

General Board meetings shall be held at least one (1) time per month, with the regular location and time to be determined by the Board of Directors.

Section 8.   Special Meeting.

Special meetings may be requested by the President, Vice President, Secretary, or any two Directors by providing five days’ written notice by ordinary United States mail, effective when mailed, or by electronic mail.

Section 9.   Informal Action.

Any action required to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, or of a committee of Directors, may be taken without a meeting if a consent in writing, which shall include by electronic mail, setting forth the action so taken, is approved by all of the Directors or all of the members of the committee of Directors, when a committee has been delegated authority by the Board.

Section 10.   Removal/Vacancies.

A Director shall be subject to removal, with cause, by a majority vote of the directors, at a meeting of the Board of Directors. If a vacancy occurs on the Board of Directors, whether by death, resignation, removal or any other cause, the President shall take responsibility for the vacant position by either assuming the duties or delegating them to a Board member until the position can be filled. A vacant position shall be announced to the membership.   The Executive Board shall approve candidates.

Section 11.   Records.

The Santa Maria Women’s Network shall maintain written records from all Board Meetings and Special Meetings.  These records shall be available for inspection members upon request.

ARTICLE III

OFFICERS

Section 1.   Officers.

The organization’s officers shall be a President, a Vice President, a Secretary and a Treasurer. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as the President.

Section 2.   Election.

The officers, except such officers as may be elected or appointed in accordance with Sections III.3 or III.5 hereof, shall be chosen annually by the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors are elected.

Section 3.   Subordinate Officers.

The Board may elect, and may empower the President to appoint, such other officers as the organization’s business may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 4.   Removal and Resignation.

Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an office chosen by the Board, by any officer upon whom the Board confers such removal power. Any such removal shall be without prejudice to the rights, if any, of the officer under any employment contract. Any officer may resign at any time by giving written notice to the organization, but without prejudice to the rights, if any, of the organization under any contract to which the officer is a party. Any such resignation shall take effect at the date the notice is received or any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation is not necessary to make it effective.

Section 5.   Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

Section 6.   President.

The President is the organization’s chief executive officer and has, subject to the Board’s control, general supervision, direction and control of the organization’s business and officers. The President shall act as Board Chairman, presiding over all Board meetings. The President has the general powers and management duties usually vested in the office of president of an organization and such other powers and duties as may be prescribed by the Board.

Section 7.   Vice Presidents.

In the President’s absence or disability, the Vice Presidents, if any are appointed, in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, shall perform all of the President’s duties, and, when so acting, shall have all the power of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

Section 8.   Secretary.

The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all Board and committee meetings, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office, the original or a copy of the organization’s Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all Board and committee meetings required by these Bylaws or by law to be given, shall keep the organization’s seal in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 9.   Treasurer.

The Treasurer is the organization’s chief financial officer and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the organization’s properties and business transactions. The account books at all times shall be open to inspection by any director.

The Treasurer shall deposit all moneys and other valuables in the organization’s name and to its credit with such depositories as the Board may designate. The Treasurer shall disburse the organization’s funds as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the organization’s financial condition, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE IV

COMMITTEES

The Board of Directors shall have the option of establishing committees and to prescribe duties for such committees.  Standing Committees shall include the Executive Committee and Finance Committee.  Special Committees will be formed for special events and continuing events such as Women of Excellence, Women’s Conference, Fund-Events, etc.

ARTICLE V

AMENDMENT TO BYLAWS

These bylaws may be amended by a majority vote of the Board of Directors, provided each Board member is notified either in writing or verbally of the proposed amendment at least five (5) days before the meeting at which the amendment is voted upon.

ARTICLE VI

DOCUMENT ENDORSEMENT

Subject to applicable law, any note, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the organization and any other person, when signed by the President or any organization Vice President and any Secretary or the Treasurer shall be valid and binding on the organization in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner from time to time shall be determined by the Board and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the organization by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

ARTICLE VII

INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE VIII

PARLIAMENTARY PROCEDURE

The rules of parliamentary practice comprised in Robert’s Rules of Order, Newly revised, shall guide all proceedings of the Network and Board.

ARTICLE IX

EFFECT

The bylaws shall become effective immediately upon adoption.