Article I. Name
A. The name of this membership organization is “Women’s Information Network,” herein afterward referred to as “WIN.”
B. The organization may, by a 2/3 vote of the entire Board of Directors, change its name.
Article II. Statement of Purpose
A. The purpose of WIN is to serve as a political and social network for Democratic pro-choice women. WIN provides a forum for professional advancement and mentoring, and leadership opportunities for its members.
Article III. Membership
A. Any person or organization who subscribes to WIN’s purpose (as defined in Article II, section A), shall be eligible to become a member and, upon payment and annual renewal of dues shall be considered a member, with all rights, privileges, and responsibilities thereof. All members of subcommittees of WIN must be members of WIN.
B. Types of Membership
1. General Members
General members shall be Democratic, pro-choice individuals who subscribe to the purposes of WIN. The Board of Directors determines members’ benefits and responsibilities.
WIN Sustainers are former members of the Board of Directors, network chairs, event leadership team members, and award winners who provide financial and other support to the organization. The Board of Directors determines Sustainers’ benefits and responsibilities, which include the benefits provided to General Members. Sustainers must contribute annually, in accordance with those responsibilities approved by the Board of Directors, to remain in good standing.
3. Advisory Council Members
WIN shall have an Advisory Council, referred to as “the AC”, consisting of Democratic, pro-choice women, who agree to take on additional rights and responsibilities to those required of General Members. Advisory Council members agree to these rights and responsibilities as outlined annually in their Advisory Council commitment agreement. Such rights and responsibilities are determined annually by the Board of Directors, but shall include:
a) Mentoring and advising General Members and the Board of Directors.
b) Agreeing to be listed at the Board of Directors’ discretion on WIN’s printed and electronic materials.
c) Voting annually to select recipients of the Young Women of Achievement Awards.
d) Attending semi-annual meetings of the Advisory Council.
4. Congressional Council Members
WIN shall have a Congressional Council, referred to as “the CC”, consisting of Democratic, pro-choice, female Members of the United States Congress. These members have no formal obligation to WIN, and may be listed on WIN’s printed and electronic materials. The Board of Directors will determine selection of the Congressional Council members annually. Only current Members of the United States Congress may be Congressional Council members.
Annual dues shall be paid by the anniversary of the last day of the month on which the member joined. The amount of dues shall be set by a two-thirds vote of the entire Board of Directors, which shall establish graduated membership dues based on income level. Any member whose dues are in arrears for one month following the anniversary date on which the membership was first recorded in the organizational records shall be dropped from membership rolls one month after the printed or electronic mailing of notice that the membership has become delinquent.
1. A Member's dues shall be determined by their annual income. As such, the dues levels are:
a) $20 - Special 90-day membership. Suggested for interns OR for individuals spending 3 months or less in DC.
b) $30 – One year membership available for students only. Must submit proof of student status upon registration to WIN office.
c) $40 -- One year membership for members earning under $30K
d) $55 – One year membership for members earning between $30K and 50K
e) $65 -- One year membership for members earning over $50K
2. Professional titles will be self-identified based upon work experience rather than to correspond with annual income. Record of Member's professional levels will be for organizational purposes only, in order to determine WIN's demographics or for other purposes deemed necessary by the Executive Committee. These titles will be: Student, Intern, Entry Level Professional, Mid Level Professional, and Advanced Professional.
D. Removal of WIN members
The Board of Directors may, by a two-thirds majority vote, remove a Member otherwise in good standing for failure to support the Statement of Purpose of WIN or for other just cause. The Board of Directors shall first notify in writing the member of the removal, and afford the member an opportunity to submit a written statement to the Board of Directors at which time they may, by a two-thirds vote, allow the member to be reinstated.
Article IV. Officers
The Board of Directors of WIN shall be the Chair, Vice Chair, Finance Director, Immediate Past Chair, and other enumerated Directors. The Board of Directors shall supervise, all of the affairs, activities, and policies of WIN, and be those individuals named in these bylaws. The number and responsibilities of Directors shall be listed in the bylaws, but under no circumstance shall the number be less than five. At all times, at least 1/3 of the entire Board of Directors must meet diversity qualifications as outlined in the WIN Affirmative Action policy.
The Chair shall be the principal spokesperson of WIN, represent WIN in coalition, manage the affairs of the Board of Directors, and her leadership is subject to control of the Board of Directors.
2. Vice Chair
The Vice Chair shall manage the operations of WIN, supervise staff, and serve in the absence of the Chair.
3. Finance Director
The Finance Director shall maintain all financial records, accounts, insurance policies, taxes and payroll. She manages the budget, income and expenses, including all disbursements and reimbursements, and serves in the absence of the Chair and Vice Chair.
4. Immediate Past Chair
The Immediate Past Chair shall oversee Board of Directors transition and training, respond to all grievances, and serve as the Election Officiate.
B. Manner of Acting
The entire Board of Directors must meet in person at least semi-annually, and may schedule additional meetings as necessary. Additional meetings may be called at the request of the Chair, the Vice Chair, or any three members of the Board of Directors. Any additional meetings of the Board of Directors must be held by any means that allow all members of the Board of Directors to participate.
A majority of the Board of Directors, duly elected and qualified, shall constitute a quorum for the transaction of official business at any meeting of the Board.
The presiding Director of the meeting shall decide upon the method of voting. Proxy voting shall not be allowed. A majority vote that pertains to the general powers of WIN is required for a transaction to be adopted. Any tie in the voting shall be broken by the vote of the Immediate Past Chair of WIN.
The consensus of a majority of the Directors present at a meeting at which a quorum exists shall be considered a bona fide act of the Board and the act must be declared by the Chair and recorded in the minutes.
2. Acting without a Meeting
Any action that pertains to the general powers of the organization, that cannot be made at a meeting of the Board of Directors, shall be made by first notifying each Director and providing them with ample time to submit their vote to the Chair. The majority of those responding will determine the decision to act.
Directors shall not be compensated by the Corporation for their services as a Member of the Board of Directors.
4. Committees and Subcommittees
The Board of Directors shall appoint and empower such committees and subcommittees as it determines are necessary to assist it in conducting the affairs of the Corporation.
The order of succession shall be the following; Chair, Vice Chair, Immediate Past Chair, Finance Director.
Any vacancy occurring in the Board of Directors may be filled by the majority vote of the entire Board of Directors. Directors appointed to fill a vacancy shall serve until the next Membership Meeting. Any candidate for election or appointment must meet eligibility requirements as outlined in these bylaws.
Members of the Board of Directors can be removed with just cause by a two-thirds majority vote of the entire Board of Directors, or by a majority vote (of a necessary quorum as defined in Article VI, section C) of WIN members in good standing.
Article V. Election of the Board of Directors
Election of the Board of Directors shall occur at WIN’s Membership Meeting. All members of WIN in good standing (as defined in WIN’s operating manual) are eligible to vote for the Board of Directors.
All positions except that of the Chair shall be held for one year. The position of Chair shall be a two-year term. The second year the Chair shall serve on the Board of Directors as Immediate Past Chair and retain full voting privileges. Members of the Board of Directors shall take office on the first day of the month immediately following their election.
B. General Regulations and Procedures
1. Election Officiate
The elections shall be presided over by an Election Officiate. The Immediate Past Chair shall serve as the Election Officiate. If the Immediate Past Chair is running for office or otherwise unable to preside over the elections, the elections shall be presided over by a Member of the Board of Directors not running for office, with preference given to the Chair, Vice Chair, then any member of the Board of Directors as determined by a majority vote of the Board of Directors one week before the official candidate filing deadline.
2. Affirmative Action
1/3 of the Board of Directors shall meet WIN’s Affirmative Action criteria as defined in the Operations Manual. In the event that 1/3 of the elected Board of Directors does not meet WIN’s Affirmative Action goals, the election results will be voided and balloting will re-open.
a) Any female General Member in good standing is eligible to be a candidate for the Board of Directors.
b) Members of the Board of Directors are not eligible to be elected in the same position for two terms consecutively.
c) Members of the Board of Directors are not eligible to serve for more than two terms.
d) Women appointed to fill vacancies of the Board of Directors are still eligible to serve two full additional terms.
e) The Chair is not eligible to run for office until fulfilling her term as Immediate Past Chair.
Eligible candidates who intend to run for a position on the Board of Directors shall file a statement of candidacy to appear in an official WIN publication two weeks prior to the election. Candidates may only file for one position. The Board of Directors shall determine the filing deadline.
The Election Officiate shall immediately disqualify any candidate who fails to meet eligibility criteria or abide by election guidelines. Her name will not appear on the ballot, and she cannot be a write-in candidate.
4. Nominations from the Floor
Nominations from the floor will be taken. The nomination shall be considered valid only if; the nominee is present, fits generally eligibility criteria, and accepts the nomination.
All official promotion for the elections will be provided to WIN members through communication from the Election Officiate. Candidates, WIN AC members, WIN Sustainers, and WIN members may not use official WIN publications (including the WINList), WIN communication tools (including the WIN Google group, the WIN network chairs listserv, the AC listserv, event teams’ listservs), or WIN data systems to campaign or in any way to elect or defeat candidates. WIN members’ contact information will not be made available to candidates, even upon request. The Election Officiate may not endorse or participate in campaign activity or electioneering. Candidates may spend up to $50 in promotion of their or others’ campaigns, including in-kind contributions. Non-candidate expenditures will be considered in-kind contributions. Receipts for all campaign expenditures, including documentation of all in-kind contributions and estimated value of such contributions, shall be provided to the Election Officiate on Election Day. Violation of any of these campaign guidelines will result in disqualification.
All types of members in good standing shall be eligible to vote in the election of the Board of Directors. Members are defined as in good standing if they have fulfilled the requirements for their type of membership a full one week prior to the election. An individual whose membership anniversary falls in the same month as the election qualifies as a member in good standing through the end of the month. AC members are not eligible to vote. Sustainers are eligible to vote because their Sustainer-ship includes all the benefits of General Membership.
The Election Officiate shall provide ballots that may be cast for a minimum period of two hours. Candidates shall be listed by office (Chair, then Vice Chair, then Finance Director, then alphabetically by position) and alphabetically by last name.
a) Ballots shall be anonymous and confidential.
b) On-line voting policies and procedures will be announced over the WINlist at the close of the election forum.
c) Each eligible voter receives one ballot.
d) “Abstain” and “Write-in” must be included and defined on each ballot.
e) Proxy voting is not available for the election of the Board of Directors.
Results shall be tabulated by the Election Officiate, and witnessed by a member of the Board of Directors not running for office. The candidate receiving a simple majority of the votes cast shall be declared the winner. In the event that a candidate is running in an uncontested race, the candidate must receive a majority of the votes cast to be declared the winner. In the event of a tie, a vote by the members of the current Board of Directors and the newly Elected Board of Directors shall determine the winner. For this vote to be valid, a quorum of this group must cast a ballot. Ballots will be tallied and results announced within four hours of the close of voting. The Election Officiate will confirm that 1/3 of the elected Board of Directors fulfill Affirmative Action goals before announcing results. Official election results will appear in an official WIN publication immediately following the election.
Article VI. Membership Meetings
A. Membership Meetings
The Membership shall meet on a date determined by the Board of Directors, but no more than one (1) year shall elapse between the Membership Meetings. The first meeting shall be no later than one year after the date of incorporation of WIN. Such meetings may be held either within the District of Columbia, or as determined by the Board of Directors. The meeting shall be presided over by the Chair of WIN. Meetings may be called upon request of any voting member and approval of two-thirds of the Board of Directors.
B. Notice of and Special Meetings
Oral or written notice of meetings shall be provided to all members at least 28 days prior to scheduled meeting date, unless an emergency warrants shorter notice.
The presence of 2% of the members constitutes a quorum.
Article VII. Subcommittees
The Board of Directors may establish or abolish by a majority vote of the entire Board of Directors subcommittees of the Board.
All subcommittee activities should at all times support the mission of WIN.
All positions of responsibility or decision-making authority shall be held by WIN members in good standing.
For the purposes of recruiting new members, a subcommittee may allow participation by non-WIN members in its activities, excluding access to the list-serv.
D. Standing Subcommittee
The Networks shall be the primary standing subcommittees of WIN. Ad Hoc Event planning subcommittees shall be formed for YWA, WODW, and for any additional purposes deemed appropriate by the Board of Directors.
Subcommittee members shall not sign or enter into verbal or written contracts or speak on record as official representatives of the organization. Subcommittees may use WIN’s name or logo with prior approval from the Board of Directors.
Article VIII. Finance
A. Fiscal Year
The fiscal year shall begin August 1st and run through July 31st.
B. Annual Budget
The Finance Director, in consultation with the Chair, shall prepare a proposed line-item budget for the fiscal year. The budget shall be approved by a majority vote of the members of the Board of Directors present. Review and revision of the budget may occur at any regular or special meeting of the Board by a majority vote of those present and voting.
All WIN funds shall be deposited to the credit of WIN in such federally insured banks or other depositories as the Board of Directors may select.
The Board may accept on behalf of WIN any contribution, gift, bequest, or devisee for the general purpose or for any special purpose of WIN.
E. Books and Records
WIN shall keep complete and current books and records of account as required by law, including minutes of the proceedings of the Board of Directors.
Article IX. Grievances
Grievances must be stated in writing, shall be submitted to the Immediate Past Chair and receive a response within 30 days.
Any member in good standing may bring grievance in the event that the Board of Directors, Subcommittees of the Board, or an individual member are in violation of the bylaws or operating outside or in direct conflict with the mission of WIN.
Article X. Recall of Officers
A petition signed by 20% of the membership shall be necessary to initiate the recall of a Director of the Board of Directors. Recall charges must be stated in writing and shall be filed with the Immediate Past Chair.
Stated grounds for recall must appear on each individual petition. Legitimate grounds for recall include violation of WIN bylaws, written policies, or the Mission statement or malfeasance.
Petitions shall be limited to no more than twenty signatures per page. A petition containing the required number of signatures, after having been properly filed shall be certified by the Immediate Past Chair within fourteen calendar days. Both the officer subject to recall and the person(s) filing the signatures shall be notified in writing of the status of the recall petition by the Immediate Past Chair within three days of the date of certification or failure thereof. The required number of signatures shall be determined by the total membership at the time of the Membership Meeting prior to the date of the filing of recall charges. After certification, recall notice must appear in an official WIN publication within 30 days.
D. The Board of Directors has the responsibility to carry out the mandate of the petition.
E. Under no circumstances shall the time for recall extend beyond sixty days after the date the recall signatures have been certified by the Immediate Past Chair.
Article XI. Amendments and Suspension
Any member in good standing may propose an amendment to the WIN bylaws during any Membership or Board of Directors meeting or a special meeting.
The Board of Directors may amend or repeal the bylaws by a two-thirds vote of the entire Board of Directors.
The Board of Directors shall publish any adopted amendments to the bylaws in the WIN newsletter not more than two months after voting on the amendment.
The WIN bylaws may be suspended for just cause for a finite period of time, not to exceed one month, by a two-thirds vote of the entire Board of Directors.
Article XII. Parliamentary Authority
Except as herein provided, all proceedings of WIN shall be governed by Robert's Rules of Order Newly Revised.
Article XIII. Dissolution
The corporation may be dissolved in the following manner: A petition for dissolution signed by 10% of the entire membership shall be submitted to the Board and a postal ballot to dissolve shall be sent to all members and shall require a two-thirds vote of those valid returned ballots to uphold the petition to dissolve. The corporation may be dissolved by a unanimous vote of the Board of Directors.
B. Disposition of Assets
Upon the dissolution of the organization, the Board shall, after paying or making provisions for payment of all liabilities of the corporation, including the pro-rated refund of memberships in good standing, dispose of all the assets in a manner appropriate to that purpose or to such organization or organizations as shall at the time qualify as devoted to the purpose of WIN.