Entrepreneurial Woman’s Network, Incorporated
Revised Bylaws, June 5, 2009
Article I: Name
The official name of the organization shall be the Entrepreneurial Woman’s Network, Incorporated. The organization may also be referred to as EWN.
Article II: Mission
The mission of EWN is (a) to develop the business talents, capabilities, leadership, and skills of entrepreneurial women; (b) to provide helpful information, activities, and support that will help EWN members grow their businesses and run their businesses more effectively; and (c) to provide a network that fosters the willing exchange of information with other entrepreneurial women who share similar experiences.
The above mission is intended to comply with Section 501(c)(6) of the Internal Revenue Code, as amended, or the equivalent thereof, as such section is amended or supplemented. EWN is not organized for profit, and no part of the net earnings shall inure to the benefits of any individual member.
Article III: Membership
Section 1: The membership of EWN is open to any member of the general public interested in promoting the welfare of women entrepreneurs.
Section 2: Responsibilities of membership include: (a) paying annual dues; and (b) maintaining and updating a profile on EWN’s website.
Section 3: Any dues-paying member is entitled to one vote.
Section 4: The membership list shall be made available only to appropriate organizations, on approval of the Board.
Article IV: The Board
Section 1: The Board shall consist of the elected officers: President, President-Elect, Secretary, Treasurer, Long-Range Planning Chair, Education Chair, Ways & Means Chair, and the Chairs of the Program, Human Resources, and Communications Committees.
Section 2: The duties
of the Board will be:
(a) To meet at least ten (10) times during the year. During each fiscal year, the first of these meetings shall consist of an annual joint meeting between outgoing Board members and incoming Board members.
(b) To discuss, evaluate, and guide the organization’s activities
(c) To participate in the annual Board retreat.
Section 3: All Board members will hold office for a term of one (1) year and until the elections or appointment of their successors. They shall be eligible for re-election or reappointment.
Section 4: No commitment for the organization shall be made by any individual without the approval of the Board.
Section 5: A majority of members of the Board shall constitute a quorum for the transaction of business.
Section 6: If a Board member cannot fulfill her obligations and attend Board meetings regularly, the President has the right to call for a replacement with Board approval.
Section 7: If the Chair of the Program, Human Resources, or Communications Committee cannot attend a Board meeting, she must ask a member of the committee to attend in her place.
Section 1: The Officers of EWN shall consist of the President, President-Elect, Secretary, Treasurer, Long-Range Planning Chair, Education Chair, and Ways & Means Chair.
Section 2: The President shall be EWN’s Chief
Executive Officer and have the following duties:
(a) Act as official spokesperson for EWN.
(b) Preside at all meetings of the officers, Board, and general membership.
(c) Perform such duties as may be assigned by the Board.
(d) Be an ex-officio member of all committees.
(e) Schedule all Board meetings.
(f) Maintain a President’s report and collect all reports from Board members and committee chairs for the annual joint Board meeting.
(g) Work with the Nominating Committee on the appointments of committee members.
Section 3: The President-Elect shall have the
(a) Prepare for the Presidency for the following year.
(b) Act as official spokesperson for EWN, in the absence of the President.
(c) If a President cannot fulfill her term, fill the position of President.
(d) Be an ex-officio member of all committees.
(e) Assume the responsibilities of the President in her absence.
(f) Assist the President in her duties, as requested.
(g) Serve on the Nominations Committee.
Section 4: The Secretary
shall have the following duties:
(a) Keep the minutes of the Board meetings.
(b) Keep a record of all decisions made at Board meetings and meetings of the general membership.
(c) Prepare and send notices of upcoming Board meetings and minutes from each Board meeting to each Board member.
(d) Handle incoming correspondence and mail collection
Section 5: The Treasurer shall have the following
(a) Maintain custody of EWN’s funds and keep accurate accounts of receipts and disbursements.
(b) Deposit all monies and other such valuable effects in the name of and to the credit of the organization.
(c) Establish an operating budget to be approved by the Board at the first meeting of the year.
(d) Render an annual report of the transactions and financial conditions of EWN, to be presented to the Board at year end.
(e) Be responsible for filing all federal and state tax reports. It should be noted that failure to file the federal tax return may result in a fine for the organization.
(f) Pay normal operating expenses of the organization. An expense that exceeds $100 must have the advanced approval of the President, except for monthly meetings.
Section 6: The Long-Range Planning Chair shall have
the following duties:
(a) Run the annual Board retreat and planning session.
(b) Follow up with Board members on plans and proposed activities and procedures.
(c) Gather input from the general membership regarding EWN and suggestions for future activities and procedures.
(d) Carry out projects that further planning and support EWN’s long-term goals.
Section 7: The Education Chair shall have the
(a) Plan and lead programs that educate EWN members about running and growing their businesses.
(b) Investigate and implement methods of distributing educational materials and programs to members, particularly through the use of technology and the Internet.
(c) Develop a ‘resources library’ for EWN members, which will include the materials from educational programs and any other appropriate educational materials.
(d) Coordinate with the Program Committee, as appropriate, on educational programs.
Section 8: The Ways & Means Chair shall have the
(a) Set any policies and procedures related to fund-raising for EWN.
(b) Identify possible funding sources among businesses and other entities.
(c) Prepare materials to be used in fund-raising.
(d) Solicit funds.
(e) Make sure that all donors and sponsors get the recognition promised to them.
Section 9: The officers and committee members of EWN shall not receive directly or indirectly any salary from the organization. This does not preclude the hiring of an employee by the organization or the reimbursement of approved out-of-pocket expenses incurred by the Board and committee members.
Section 10: Should permanent vacancy in an elected office occur between elections, the Board shall elect a new officer in consultation with the prior year’s Nominating Committee, within thirty (30) days of such vacancy. Such officer shall serve only for the remainder of the predecessor’s term, but will be eligible for election in the next regularly schedule election.
Article VI: Committees
Section 1: There shall
be three main committees in EWN:
(a) Program Committee, which will be composed of people concerned with programs and events.
(b) Human Resources Committee, which will be concerned with membership, hospitality, and volunteers.
(c) Communications Committee, which will be concerned with public relations, marketing, and communications.
Each committee will be headed by a Chair, who shall have the following
(a) Serve as a Board member.
(b) Schedule and run meetings of her committee.
(c) Coordinate activities by her committee.
(d) Make sure that her committee’s activities are planned and responsibilities met.
Section 3: Each of
these committees shall consist of the following sub-Chairs:
(a) Program Committee: sub-Chairs of Luncheons, Morning Workshops, After-Hours, Grand Networking Event, and Business Expo.
(b) Human Resources Committee: sub-Chairs of Membership, Mastermind Program, and Hospitality; and the Volunteer Coordinator.
(c) Communications Committee: sub-Chairs of Public Relations, Marketing, and Newsletter.
Section 4: The Chair of each committee may also be one of the sub-Chairs of the committee.
Section 5: Each committee may welcome volunteers and interested individuals to participate in committee meetings and in carrying out activities.
Section 6: The President, with the approval of the Board, may establish new committees in response to specific needs. If these are to stand for more than one year, the bylaws should be changed accordingly.
Article VII: Roles of Committee Sub-Chairs
Section 1: The Program Committee’s sub-Chairs are responsible
for planning and running EWN’s events.
As of 2008-09, these sub-Chairs are Luncheons, Morning Workshops,
After-Hours, Grand Networking Event, and Business Expo. These sub-Chair positions may change,
if the EWN Board decides by vote to discontinue these programs or add new types
(a) The Luncheon sub-Chair(s) will arrange for the luncheon speaker, including requirements for AV equipment and other materials; handle arrangements with the luncheon site; prepare copy to be used in promoting and communicating about the luncheon; introduce the speaker; and coordinate with the Hospitality sub-Chair(s) during the luncheons.
(b) The Morning Workshop sub-Chair(s) will arrange for the topics and speakers, including requirements for AV equipment and other materials; handle arrangements with the site; prepare copy to be used in promoting and communicating about the workshop; serve as host and moderator for the workshop; and coordinate with others, particularly the Education Chair, about the content and structure of the event.
(c) The After-Hours sub-Chair(s) will select and make arrangements with the sites; prepare copy to be used in promoting and communicating about the event; and serve as host for the event.
(d) The Grand Networking Event sub-Chair(s) will select and make arrangements with the site; select and make arrangements with the speaker, including requirements for AV equipment and other materials; plan décor, menu, handouts, programs, and other details forming the event; prepare copy to be used in promoting and communicating about GNE; arrange for and coordinate with volunteers supporting the event; serve as host for the event; and coordinate with the Ways & Means Chair on sponsorships.
(e) The Business Expo sub-Chair(s) will select and make arrangements with the site; plan décor, menu, handouts, and other details forming the event; prepare copy to be used in promoting and communicating about the event; arrange for and coordinate with volunteers supporting the event; serve as host for the event; and coordinate with the Ways & Means Chair on sponsorships.
Section 2: The Human Resources Committee’s sub-Chairs
are responsible for building and maintaining the membership and member
benefits; and for encouraging members to become more involved with EWN. As of 2008-2009, these sub-Chairs are
Membership, Mastermind Program, and Hospitality; and the Volunteer Coordinator. These sub-Chair positions may change,
if the EWN Board decides by vote to discontinue these positions or add new
(a) The Membership sub-Chair(s) will work on maintaining and building the membership by conducting the membership renewal process; carrying out activities to attract new members; and preparing and distributing membership materials.
(b) The Mastermind Program sub-Chair(s) will support and grow the Mastermind Program by maintaining rosters of participants; distributing material on running Mastermind Groups; hold events to encourage EWN members to join Mastermind Groups; and communicating about the Mastermind Program to members.
(c) The Hospitality sub-Chair(s) will handle registration for EWN events; maintain registration supplies, including name tags and materials for hostesses; arrange for hostesses, if needed; and prepare reports for the Board on attendance.
(d) The Volunteer Coordinator will maintain lists of potential volunteers; match volunteers with tasks and committees; identify members who may be willing to volunteer; and serve on the Nominations Committee.
Section 3: The Communications Committee’s sub-Chairs
will work on promoting and communicating about EWN and establishing relations
with other groups. As of 2008-09,
these sub-Chairs are Public Relations, Marketing, and Newsletter. These sub-Chair positions may change,
if the EWN Board decides by vote to discontinue these positions or add new
(a) The Public Relations sub-Chair will publicize EWN activities by distributing information about EWN and its events to the media and by handling queries about EWN.
(b) The Marketing sub-Chair will identify groups with which EWN should have ties, and build relationships and alliances with these groups; be responsible for all marketing materials, such as the brochure and stationery; and coordinate among EWN’s committees on ways to build EWN’s reach and reputation in the broader community.
(c) The Newsletter sub-Chair will gather articles and information; make sure events and actions are discussed at the appropriate time; prepare the newsletter copy; oversee layout; proofread; handle distribution; and maintain the production schedule.
Article VIII: Meetings
Section 1: Regular
meetings of the general membership shall be held at a time and place and on a
date determined by the Board.
(a) All fully-paid members who are present at any meeting shall constitute a quorum for such meeting, and the vote of a majority of such members shall be the act of the members.
(b) The purposes of such meetings are events, education, networking, sociability, and celebration.
(c) Speakers at luncheons are not paid any salary for their appearance, but are considered guests of EWN.
Section 2: Board
meetings shall be held at times and places and on dates determined by the
(a) A majority of the Board represents a quorum.
(b) A Board member may send a representative in her place or send a report.
(c) Each Board member has one vote.
(d) The outcome of a vote requiring Board approval will be determined by a majority vote of the Board members present and voting, assuming they constitute a quorum.
Section 3: Special meetings of members may be called by the Secretary upon request of the Board or upon submission of a petition signed by 25 percent of the membership.
Article IX: Elections
Section 1: Nominations for Board members and Officers for the new year shall be made by a Nominations Committee, which shall consist of the President-Elect, Volunteer Coordinator, and any other Board members the President-Elect asks to contribute to the process. The Nominating Committee members shall work jointly to prepare the new slate.
Section 2: The Nominating Committee shall solicit recommendations for Board members and Officers from the general membership in writing and verbally at two meetings preceding the presentation of the slate. The slate will be presented to the general membership in May and voted on in June.
Section 3: Election procedures shall follow Roberts Rules of Order, Revised. The procedure itself shall be carried out online by sending a ballot via e-mail to each member. The Nominations Committee shall collect and tabulate all votes and announce the results to the membership.
Section 4: A simple majority of the votes submitted will be sufficient for election.
Article X: Finance
Section 1: EWN’s fiscal year shall begin on July 1 and end on June 30.
Section 2: The authority to withdraw funds shall be vested in both the Treasurer and President. As stated in Article V, Section 5, all expenditures over $100 need prior approval of the President. Expenditures over $200 need prior approval of the Board, except for annual budgeted expenses.
Section 3: Upon dissolution of EWN, all of the assets of the organization shall be distributed exclusively for the purposes of the organization to an organization or organizations organized and operated exclusively for charitable purposes as shall qualify for exemption under Section 501(c)(6) of the Internal Revenue Code, or to the federal government for a public purpose.
Article XI: Parliamentary Authority
The rules contained in Roberts Rules of Order, Revised shall govern the organization in all cases to which they apply and in which they are not inconsistent with the bylaws.
Article XII: Amendments
Section 1: Bylaws and amendments shall be (1) proposed by a Bylaws Committee, established by the Board; (2) reviewed and approved by a majority of the Board; and (3) presented to the general membership in writing at least one week before a vote is to be taken.
Section 2: Bylaws may be approved or amended by a vote of the general membership per Article IX, Sections 2 and 3.
Article XIII: Business Records
Section 1: The organization shall maintain such business records as necessary and as may be required under federal and state law.
Section 2: All Officers’ and Board members’ reports shall be maintained according to these bylaws and shall be made as guides to the responsibilities and activities of the Board.
Section 3: EWN’s membership list is the exclusive property of the organization and may not be issued to any person or organization without the approval of the Board.