MARION WOMEN’S BUSINESS COUNCIL
OCTOBER 2014, Revised June 2018
Revised July 2018, Revised June 2019, Revised August 2021, Revised September 2023, Revised December 2023
Mission: The Marion Women’s Business Council inspires women to reach their full potential through mentoring, networking, education, and recognition.
ARTICLE 1 – NAME
The name of this organization is the “Marion Women’s Business Council, Inc.” (MWBC) The trade name of this organization shall be “Women’s Business Council (WBC).
ARTICLE 2 – INCORPORTION
The Marion Women’s Business Council Inc. is incorporated as a non-profit 501(c) 6 for tax purposes, in the City of Marion, the State of Ohio.
ARTICLE 3 – OBJECTIVES
- Encourage and inspire women to reach their full potential through mentoring and networking.
- Provide women with educational resources for personal and professional growth.
ARTICLE 4 – POLICIES
A majority of at least 5 members of the Board must be present to form a quorum to determine the policies to be followed in carrying out the MWBC’s objectives.
ARTICLE 5 – MEETINGS
There shall be at least 4 general membership meetings each year from September to May.
ARTICLE 6 – MEMBERSHIP
Membership period for the year is July 1st to June 30th. A majority of the members of the executive board shall determine the amount of dues required for membership. Dues need to be paid in the current year of membership, or the following year may not be renewed until previous year is paid in full.
New members will be reviewed by the Board of Directors at each board meeting. New members will be announced to the membership within a month of joining. If there is a question of possible liability to the Marion Women’s Business Council it is then addressed. If there is any board member or WBC members that object to the membership on a professional or ethical standard issue they need to submit a written letter to the board stating the reason for the objections. The board will vote on the membership and a majority will be required to accept or reject a contested member.
CODE OF CONDUCT
The Marion Women’s Business Council holds its members and guests to the highest standards of professional conduct, and expects that they act with integrity, transparency, diligence, respect, and in an ethical manner in support of the mission of the WBC.
Members, community partners, and guests are expected to:
Respect the time and privacy of fellow members. Personal contact information of members will only be used for WBC related purposes, and not for any other use.
Respect the integrity of the WBC name and materials. The name “WBC” is not to be used in the subject line of an email, or as part of any solicitation or communication that is not part of an approved WBC initiative.
The WBC retains the right to remove members, guests, or community partners who do not abide by our professional code of conduct.
ARTICLE 7 – ORGANIZATON AND STRUCTURE OF BOARD
The business of the MWBC shall be affected through its Board of Directors. The MWBC is considered an authoritarian board for the business of the group. A quorum shall consist of at least 5 regular Board members. Actions of the Board shall require at least a majority vote of those present.
ARTICLE 8 – OFFICERS
Vice President/Program Director
Officers are elected by a majority of the board. Officers must be members of the MWBC and have experience in the activities of the MWBC. The office of vice-president would succeed to president upon consent of the Board.
ARTICLE 9 – COMMITTEES
Committees of the MWBC may include, but are not limited to, the following:
Athena Award/ Future Award
ARTICLE 10 – BOARD
The Board is comprised of the Officers listed in Article 8, plus standing committee chairpersons and members at large, with a minimum of 9 Board members. Additional members can be appointed by approval of the majority of the Board. There shall be at least 8 regular Board meetings per year.
All absences must be reported to the Board President. In the event of absences active participation and individual responsibilities to commitments must be met. In the event that obligations cannot be met the board will review the seat on the board. Should this occur, the President and one other Board Member will meet with said board member to discuss their participation. Active participation is expected in Board Meetings, programs and activities.
BOARD MEMBER EXPECTATION STATEMENT
Board members of the WBC are expected to:
Be familiar with and follow all bylaws and procedures laid out by the board.
Positively and actively advocate the organization’s mission, initiatives, and values.
Cultivate a positive, respectful, and supportive environment that contributes to the effective operation of the board.
Maintain confidentiality of board meetings when appropriate and speak for the board only when authorized to do so.
Communicate policy related matters to the board no later than the date of the following board meeting.
Commit to an estimated 5 hours per month of active participation in support of activities as assigned, and preparation for regular meetings.
Agree to step down if unable to fulfill these expectations.
ARTICLE 11 – NOMINATIONS AND ELECTIONS
The board will present a list of proposed officers for its approval at the Board’s Yearly Planning Meeting.
Officers and Board Members shall be presented to the members at the general meeting in September.
Newly elected officers and Board members shall begin their term in July.
Board members shall serve a three-year term or a varied term with board approval and may be re-elected for additional three-year terms. Board terms shall be rotated so that approximately one third of the Board members will be elected each year.
ARTICLE 12 – METHOD OF FILLING VACANCIES
The Vice President shall fill the office of President. The Board shall be responsible for making recommendations for vacancies of officers and Board members. Election shall be approved by a majority of the quorum of the Board.
ARTICLE 13 – ATHENA AWARD PROCESS
Each year MWBC in conjunction with the National Athena Foundation will determine if the presentation of the Marion Athena Award will be made. If the Board shall determine the award is to be given, the application process will be done. The Board will then appoint the judges to review the applications and choose the recipient of the award. A nominee must be nominated by another person, and the Board shall determine requirements. A person can only win the award one time.
ARTICLE 14 – BOOKS AND RECORDS
The Treasurer will keep the financial records and a report submitted at the Board meeting each month on the prior month’s activities. The checking account will require two signatures on all checks. Four Officers (President, Vice-President, Jr. Vice-President and Treasurer) will be listed as signers on the account. The Treasurer shall submit the financial reports and the President shall review the financial report and balanced bank statements at each meeting. If the financial reports are not available at the meeting, they need to be sent (emailed) to the Board within 5 business days following that meeting. A proposed, current year, active budget shall be presented to the board for approval at the August Board meeting for final approval at the September Board Meeting.
The tax return, if required, will be prepared on the appropriate form 990N, 990EZ or 990 for each fiscal tax year. The accounting method will be accrual. The fiscal year of July 1st to June 30th will be the accounting period.
ARTICLE 15 – AMENDMENTS TO THE BY LAWS
Bylaws may be amended as follows:
- The proposed amendment shall be adopted by an affirmative vote of the majority of the board members.
ARTICLE 16 – AUTHORITY FOR ADMINISTRATOR
The Board shall have the authority to hire an administrator or treasurer for the purpose of handling MWBC business and records. The terms, conditions, payment and duties of the employment will be determined by the Board each year. In the event of contract work a confidentiality agreement will be signed part and President.
ARTICLE 17 – INSURANCE
As an authoritarian board the members are protected against personal liability. The MWBC will maintain general liability insurance and Director Liability insurance for the Board members and Officers. This premium will be paid annually.
ARTICLE 18 – ADDITIONAL PROVISIONS PER
ARTICLES OF INCORPORATION.
June 2018, Provisions to: Article 8, Article 14, Article 5, Article 6, Article 7, Article 8, Article 11, Article 12, Article 14, Article 15, Article 16, Article 17. Article 11
July 2018, Provisions to: Article 3, Article 4, Article 6, Article 9, Article 10, Article 11, Article 12, Article 13, Article 14, Article 15
July 2021, Provisions to: Article 9, Article 10, Article 12, Article 16
September 2023, Provisions to: Article 3, Article 5, Article 6, Article 8, Article 9, Article 10, Article 11, Article 12, Article 13, Article 15
December 2023, Provisions to: Article 6