BYLAWS OF WOMEN AS ONE INC.

Adopted: February 23, 2021

Bylaws

I.- MEMBERS

The Corporation shall not have members.

 

II. BOARD OF DIRECTORS

    1. Power of Board and Qualification of Directors.  The Corporation shall be managed by its Board of Directors.  Each Director shall be at least eighteen years of age. The Board of Directors shall have fiduciary responsibility and be responsible for the governing policies of the Corporation, and it shall have the power, authority, responsibility, and obligations as set forth under the by-laws.
    2. Number and Term of Office.
      1. The Board of Directors shall consist of minimum of five (5) and maximum of seven (7) members.  The number of Directors may be changed by a vote of the majority of the entire Board of Directors, provided that no decrease in the number of Directors shall shorten the term of any incumbent Director.
      2. As used in these By-laws, “entire Board of Directors” means the number of Directors in office as of the most recently held election of directors.
      3. Directors shall serve two (2) year terms with the option to serve three (3) year terms by majority vote of the Directors.  The Board of Directors shall elect a new class of directors bi-annually at the second Annual Meeting of the year by majority vote.  Directors shall serve until their successors are elected and qualified.
    3. Organization.  The President shall preside at each meeting of the Board of Directors.  If the President is absent, then a chair chosen by a majority of the Directors shall preside.  An appointed officer of the Corporation shall act as secretary of each meeting of the Board of Directors.
    4. Resignations and Removal of Directors.
      1. Any Director of the Corporation may resign at any time by giving written notice to the President.  Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery.  The Board of Directors is not required to accept the resignation for the resignation to take effect.
      2. Any Director may be removed with or without cause by vote of a majority of the entire Board of Directors. Notice of such removal shall be provided.
    5. Vacancies.  Vacancies in any Director position shall be filled by the Board of Directors with eligible individuals to serve for the unexpired term that such director is elected to fill.
    6. Annual Meeting.  Annual Meetings of the Board of Directors shall be held in the months of February and August of each calendar year for the purpose of electing the Corporation’s Directors and Officers, the presentation of the Annual Report and the transaction of such other business as may come before the Board. Such meeting may be held at any other time; and if it is held at another time, notice shall be given as hereinafter provided for special meetings of the Board of Directors.
    7. Regular Meetings.   Regular meetings of the Board of Directors may be held without notice at such times as may be fixed from time to time by resolution of the Board of Directors unless notice is required pursuant to these Bylaws or applicable law.
    8. Special Board Meetings.   Special meetings of the Board of Directors shall be held whenever called by the President, or by at least a majority of the entire Board upon written request to the Secretary.  Notice of a Special meeting shall be given by e-mail or by mail and shall state the purposes, time and place of the meeting.  Only business specifically set forth in the notice shall be conducted at the special meeting.  Notice shall be given not less than five (5) days before the meeting.
    9. Waivers of Notice.  Notice of a meeting need not be given to any Director: (a) who submits a waiver of notice either before or after the meeting; or (b) who attends the meeting without protesting the lack of notice prior to or at the start of the meeting (or promptly upon such director’s arrival at the meeting.  Waivers may be provided: (i) in a writing signed by the Director either in hard copy or by affixing a signature by any reasonable means; or (ii) by e-mail that includes information from which the recipient can reasonably determine that the transmission was authorized by the Director submitting the waiver.
    10. Quorum.
      1. A majority of the entire Board of shall be a quorum for the transaction of business.
      2. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place without notice to any Director.
    11. Voting by the Board of Directors.
      1. Each Director shall have one vote.  Directors shall not vote by proxy.
      2. The vote of a majority of the Directors present at a meeting at which a quorum is present shall constitute action by the Board of Directors, except as set forth below.
      3. The following actions require approval by majority vote of the entire Board: (i) approval of a merger; (ii) approval of the sale, lease, exchange or other disposition of all or substantially all of the Corporation’s assets other than in the usual and regular course of the Corporation’s activities; or (iii) dissolution.  In addition, notice of any such action shall be provided to Board of Directors at least five (5) days before the meeting at which such action is to be considered.  The notice of the meeting shall include a statement that such action will be considered as well as any relevant documents relating to such action.
    12. Board Vote Without Meeting.   Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent to the adoption of a resolution authorizing the action.  The resolution and the written consents of the Board shall be filed with the minutes of the Board.  Consents may be provided: (i) in a writing signed by the Director either in hard copy or by affixing a signature by any reasonable means; or (ii) by e-mail that includes information from which the recipient can reasonably determine that the transmission was authorized by the Director.
    13. Participation in Meetings by Tele-Conference.   Any or all Directors and Officers or any committee members may participate in a meeting by means of a telephone conference, electronic video screen communication or similar communications equipment.  Participation may be for the entire meeting or only a specific vote; provided the participating director or committee member must be present for discussion of the matter being voted on before casting a vote.  Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each individual may participate in all matters before the Board or committee, including, but not limited to, proposing, objecting to and voting upon a specific action taken at the meeting.

 

III. COMMITTEES

    1. Executive Committee and Other Committees of the Board.  The Board of Directors may establish and appoint members of an Executive Committee and other committees of the Board consisting of two (2) or more Directors by majority vote of the entire Board.  These committees shall have such authority as the Board by resolution shall provide; the Executive Committee shall have all the authority of the Board, except that no committee shall have authority as to the following matters:
      1. The election, appointment or removal of Directors or filling of vacancies on the Board or any Committees of the Board.
      2. The adoption, amendment or repeal of the Articles of Incorporation of Bylaws.
      3. The amendment or repeal of any resolution of the Board which by its terms, shall not be so amendable or repealable.
      4. The approval of a merger or plan of dissolution.
      5. The approval of the sale, lease, exchange or other disposition of all or substantially all of the Corporation’s assets.

Any reference in these By-laws to the Board of Directors shall include the Executive Committee unless the context or express provision otherwise indicates.

    1. Committees of the Corporation.  The Board of Directors may establish and appoint members of committees of the Corporation.  The resolution authorizing any such committee shall set forth its duties and who may be eligible to serve.  Such committees shall not be a committee of the Board and shall not exercise any of the powers of the Board or have the authority to bind the Board.
    2. Meetings.  Notice of committee meetings shall be provided in the same manner as meetings of the Board of Directors.  Meetings of committees shall be held at such time and place as may be fixed by vote of a majority of all the members of the committee.
    3. Quorum and Manner of Acting.  Unless otherwise provided by resolution of the Board of Directors: (a) a majority of all of the members of a committee shall constitute a quorum for the transaction of business; and (b) the majority vote of committee members present at a meeting at which a quorum is present shall constitute action by a committee.  The procedures and manner of acting of all committees shall be subject at all times to the directions of the Board of Directors.
    4. Tenure of Members of Committees of the Board.  Each committee and every committee member shall serve at the pleasure of the Board.

 

IV. OFFICERS

    1. Number.  The officers of the Corporation shall be a President and a Treasurer and such other officers as the Board of Directors may in its discretion determine.  Any two (2) or more offices may be held by the same person, but no individual may act in more than one capacity where action of two or more officers is required.
    2. Term of Office and Qualifications.  Those officers whose titles are specifically mentioned in Section l of this Article shall be elected by the Board of Directors at its Annual Meeting and shall extend to the next Annual Meeting.  All officers shall serve until their successor is elected and qualified.  The President shall be elected from among the Directors.
    3. Additional Officers.  The Board may elect additional officers to perform such duties, either in an administrative or subordinate capacity, as the Board may from time to time determine.  The Board shall specify the term of office and authority for such individuals in the resolutions electing such officers.
    4. Removal of Officers.  The Board may remove any officer with or without cause at any time.
    5. Resignation.  Any officer may resign at any time by giving written notice to the Board of Directors, to the President or to the Secretary.  Any such resignation shall take effect at the time specified therein, or, if no time be specified, then upon delivery.  The Board of Directors is not required to accept the resignation for the resignation to take effect.
    6. Vacancies.  The Board of Directors shall fill a vacancy in any office.
    7. President.  The President shall preside at all meetings of the Board of Directors at which the President is present.  The President shall also perform such other duties as may be assigned from time to time by the Board.
    8. Treasurer.  In the absence or incapacity to act of the President, or if the office of President be vacant, the Treasurer, shall preside at all meetings of the Board of Directors, and shall perform the duties and exercise the powers of the President, subject to the right of the Board from time to time to extend or confine such powers and duties or to assign them to others.  The Treasurer shall have such powers and shall perform such other duties as may be assigned by the Board of Directors or the President. The Treasurer shall be responsible, either directly or with the assistance of others, for the following:
  1. ensure that regular financial reports are submitted to the Board or designated committee;
  2. ensure that the Corporation maintains accurate financial records and that the Board or designated committee reviews on a regular basis to ensure overall fiscal integrity;
  3. ensure that an annual budget is prepared for presentation to the Board or designated committee;
  4. ensure that all reports and filings required by North Carolina, the Internal Revenue Service, and other governmental agencies are accurately prepared and filed;
  5. be responsible for all funds and securities of the Corporation;
  6. shall ensure deposit of all funds in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and
  7. ensure that all other duties customarily incident to the office of Treasurer are carried out including such other duties as from time to time may be assigned by the Board or the President.

 

V. Executive Director

The Executive Director shall act as the chief executive officer of the Corporation and shall supervise generally the operation and management of the affairs of the Corporation subject only to the supervision of the Board.  The Executive Director shall in general perform all duties incident to the position of Executive Director and such other duties as may be assigned by the Board of Directors.  The Executive Director shall see that the policies, decisions and guidelines of the Board of Directors are implemented.  The Executive Director shall serve at the direction of the Board of Directors, subject to any contractual rights the Executive Director may have under any written agreement entered into with the Corporation.

 

VI. CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS

    1. Execution of Documents/Contracts/Loans.  The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation to enter into any contract  or execute and deliver any instrument (including stocks, bonds, subscription rights or other securities), and such authority may be general or confined to specific instances; but, unless so authorized by the Board of Directors, or expressly authorized by these By-laws, no officers, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily in any amount for any purpose.
    2. Checks, Drafts, etc.  All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution or policy of the Board of Directors.
    3. Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as shall from time to time be determined by resolution or policy of the Board of Directors.

 

VII. COMPENSATION

    1. Reasonable Compensation.  It is the policy of the Corporation to pay no more than reasonable compensation for personal services rendered to the Corporation by officers, employees, and vendors.  The Directors of the Corporation shall not receive compensation for fulfilling their duties as Directors, although Directors may be reimbursed for actual out-of-pocket expenses which they incur in order to fulfill their duties as Directors.  Expenses will not be reimbursed by the Corporation unless the expenses are necessary to achieve a Corporation purpose.
    2. Approval of Compensation. 
      1. The Board of Directors must approve in advance the amount of all compensation for officers and individuals who are disqualified persons as defined under Internal Revenue Code Section 4958 of the Corporation (“Disqualified Person”). A Disqualified Person, with respect to any transaction, is defined as any person who was in a position to exercise substantial influence over the affairs of an applicable tax-exempt organization at any time during the five-year period ending on the date of the transaction.
      2. Before approving the compensation of a Disqualified Person, the Board shall determine that the total compensation to be provided by the Corporation to the Disqualified Person is reasonable in amount in light of the position, responsibility and qualification of the Disqualified Person for the position held, including the result of an evaluation of the Disqualified Person’s prior performance for the Corporation, if applicable.  In making the determination, the Board shall consider total compensation to include the salary and the value of all benefits provided by the corporation to the Disqualified Person in payment for services.  At the time of the discussion and decision concerning a Disqualified Person’s compensation, the Disqualified Person should not be present in the meeting.  The Board shall obtain and consider appropriate data concerning comparable compensation paid to similar individuals in like circumstances.
      3. The Board shall set forth the basis for its decisions with respect to compensation in the minutes of the meeting at which the decisions are made, including the conclusions of the evaluation and the basis for determining that the Disqualified Person’s compensation was reasonable in light of the evaluation and the comparability data.

 

VIII. INDEMNIFICATION AND INSURANCE

The Corporation shall provide indemnification to the fullest extent allowed by the North Carolina Nonprofit Corporation Act, as may be amended) for any person (“Indemnified Person”) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Corporation, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) is or was a Director or officer of the Corporation, or (b) in addition is serving or served, in any capacity, at the request of the Corporation, as a Director or officer of any other Corporation, or any partnership, joint venture, trust, employee.

 

IX. GENERAL

    1. Adoption of Policies and Procedures.  The Board of Directors or designated committee of the Board, by resolution, shall adopt such rules, regulations, policies and procedures as it may deem necessary and appropriate to the operation of the Corporation, including, but not limited to, a Conflicts of Interest Policy; provided, however, that no rule, regulations, policy or procedure may be adopted by the Corporation that is contrary to these By-laws and applicable law as may be amended from time to time.
    2. Books and Records.  There shall be kept at the office of the Corporation:  (1) correct and complete books and records of account; (2) minutes of the proceedings of the Board of Directors and any committees of the Board; (3) a current list of the Directors and officers of the Corporation; (4) a copy of these By-laws; (5) a copy of the Corporation’s application for recognition of exemption with the Internal Revenue Service; and (6) copies of the past three (3) years’ information returns and Form 990-T’s (if any) filed with the Internal Revenue Service. Such books and records shall be maintained in written form or in other form capable of conversion into written form within a reasonable time.
    3. Loans to Directors and Officers.  No loans shall be made by the Corporation to its Directors or officers, or to any other Corporation, firm, association or other entity in which one or more of its Directors or officers are Directors or officers or hold a substantial financial interest except as allowed by law.
    4. Fiscal Year.  The fiscal year of the Corporation shall begin on January 1 and end on December 31.

 

X.- AMENDMENTS

    1. Bylaws.  The Bylaws of the Corporation may be amended or repealed by majority vote of the entire Board of Directors.
    2. Articles of Incorporation.  The Articles of Incorporation of the Corporation may be amended or repealed by majority vote of the entire Board of Directors.
    3. Notice.  Notice of any amendment of the Bylaws or Articles of Incorporation shall be provided to Board of Directors at least five (5) days before the meeting at which an amendment is to be considered.  The notice of the meeting shall include a statement that an amendment will be considered at the meeting as well as a copy or summary of the proposed amendments to be considered.
X