ARTICLE I – OFFICES
The McDonald’s Women Owners Network, Inc., hereinafter referred to as WON, shall maintain in the State of Illinois a registered office and a registered agent at such office and may have other offices within or without the State.
ARTICLE II – PURPOSES
WON is organized under the Illinois General Not-For-Profit Corporation Act. The purpose of WON is to provide an advocacy network that supports, recognizes, and encourages the contributions of women for the betterment of the McDonald’s System. WON serves as a platform for women operators through networking to advocate leadership and success. WON acts to be recognized as a valued contributor to the success of women individually and collectively in the McDonald’s System.
ARTICLE III – MEMBERS
- Class, Qualifications and Powers of Members. WON shall have three classes of Members: Regular, Associate and Affiliate. All Members shall actively pursue the purposes of WON
- Regular Members. Regular Members shall be individuals who have been granted approved owner/operator status by McDonald’s Corporation (“McDonald’s”) and are continually involved in the operation of their McDonald’s restaurant(s) and who pay all applicable dues (“Regular Members”). Regular Members shall be entitled to vote in the election of Directors, also known as Board Members, and on all other matters submitted to a vote of the Regular Members.
- Associate Members. Spousal Candidate, Next Generation Candidate and Registered Applicants. These members shall be women who are spouses of McDonald’s franchisees, next generation candidates or Registered Applicants that are continually involved in the operations of their family McDonald’s Restaurant(s) and are actively pursuing formal operator certification by McDonald’s.
A member may remain a Spousal Candidate, Next Generation Candidate or Registered Applicant may remain an WON Associate member while she is actively pursuing certification as an approved operator and pays all applicable dues. Upon certification as an approved operator, an associate member shall become a regular member upon payment of all applicable dues. Candidate members shall not be entitled to vote in the election of Board Members or on other matters submitted to a vote of the regular members. - Affiliate Members. Affiliate Members may be organizations or other interested parties, as defined below, who support the missions, goals, and advancement of WON (“Affiliate Members”). Affiliate Members must pay the prescribed Membership dues in a timely manner. Affiliate Members shall receive appropriate communications and shall have no other Membership rights or responsibilities including holding office, voting, or determining a quorum. Affiliate Members may attend meetings as approved by the Board of Directors. For purposes of this Section 4, an Affiliate Member may be a supplier partner or corporate employee of McDonald’s.
- Resignation. Any Member may resign by notifying the Communications Officer by written notice which may be delivered by regular mail or by electronic means. Provided, however, such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
- Removal. A Member shall be automatically removed as a Member of WON if she or he ceases to be a franchisee of McDonald’s for any reason, whether voluntary or involuntary, or she or he shall otherwise cease to be eligible for Membership as provided for in Sections 2, 3 or 4 of this Article III, but such removal shall not relieve the Member so terminated from the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid. In addition, once quorum has been established, any Member may be removed from Membership for good cause by a two-thirds (2/3) vote of the Regular Members present and voting at any meeting of the Members.
- Transferability. Any form of Membership as provided for herein shall not be transferable.
ARTICLE IV – MEETINGS OF MEMBERS
- Annual Meetings. An annual meeting of the members of the board shall be held each year, at such time and place as designated by the Board of Directors, for the purpose of transacting such business as may come before the board and to establish the agenda and meeting dates for the following calendar year. In lieu of or in addition to an annual meeting of the members, the Board recommends that each Field Office or Zone as specified by McDonald’s USA, LLC hold a meeting for its WON members for the purpose of transacting any such business that may come before the annual meeting.
- Special Meeting. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by law, may be called by or at the request of the President or any two (2) Directors, or at the request of a majority of the Members. The person or persons authorized to call special meetings of the Members may fix any place as the place for holding any special meetings of the Members called by them.
- Notice. Written notice stating the place, date and hour of any meeting of Members shall be delivered to each Member, either personally, by mail, by private delivery service or through electronic means, not less than fourteen (14) days before the date of such meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. If sent by mail or private delivery service, the notice of a meeting shall be deemed delivered when deposited with the United States Mail or private delivery service and addressed to the Member at her or his address as it appears on the records of WON with postage prepaid. If sent by electronic means, the notice of a meeting shall be deemed delivered when sent.
- Geographical Designation. The Board of Directors may establish geographical designations similar to those of McDonald’s for Board of Director representation and voting as may be deemed necessary.
- Informal Action by Members. Any action required to be taken at a meeting of the Regular Members of WON, or any other action which may be taken at a meeting of Regular Members, may be taken without a meeting if a consent in writing (or by electronic means), setting forth the action so taken, shall be signed (either by original signature or electronic signature) by two-thirds (66.67%) of the Members entitled to vote with respect to the subject matter thereof; provided however, that if the action of a greater number of Members is required by these By-Laws, such consent in writing must be signed either by original signature or electronic signature (or designated by electronic means) by such greater number.
- Quorum. A quorum for meetings of the Members shall consist of thirty percent (30%) of the Regular Members for a WON meeting either in person or by proxy.
- Proxies. Each Regular Member entitled to vote at any meeting of WON, may do so by written proxy (or proxy submitted by electronic means, , provided that the proxy is be signed by the Member and submitted to the Communications Officer at or prior to the meeting for which the proxy applies. Proxies are only valid for a single meeting and any adjournment thereof.
- Manner of Acting. The vote of a majority of the Members present and voting, either in person or by proxy, at a meeting where a quorum is present shall be the act of WON, except where otherwise provided by law, the Articles of Incorporation or these By-Laws. W.O.N shall allow Members entitled to vote to participate in and act at any meeting in accordance with Section 10 of Article IV.
- Action Without Meeting. Any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, or by electronic means, setting forth the action so taken, shall be signed by all of the Members (either by original signature or electronic signature) entitled to vote with respect to the subject matter thereof.
- Virtual Attendance or Attendance by Telephone. Members may participate in any meeting through the use of a video and/or audio platform, in like manner to any person who may be physically present or a conference telephone or similar communications equipment. For the avoidance of doubt, in order to constitute Virtual Attendance or Attendance by telephone, the presence of such a person at a Meeting must entail: (a) the capacity for effective two-way communication, by visual and/or spoken means, between such a person and those physically present and with other people attending virtually; (b) the ability of such a person to engage in debate with, and to ask questions of, those who are physically present and others attending virtually, and to answer questions from them; and (c) the ability of such a person to cast a vote contemporaneously with those physically present and others attending virtually or by telephone.
ARTICLE V – BOARD OF DIRECTORS
- General Powers. The affairs of WON shall be managed by its Board of Directors, also known as Board Members.
- Composition, Number, Tenure and Qualifications. The total number of Board Members shall be a minimum seventeen (17) and a maximum of twenty-three (23) as determined by resolution of the Regular Members.
- Elected Board Members
- Board Members Elected by WON Board. The Executive Team shall be elected in accordance with the self-screen Leadership Criteria Guidelines endorsed by the WON and adopt the most current roles and responsibilities criteria. The Executive Team includes the President, Vice President, Membership Officer, Communications Officer, Economics Officer, and the two (2) Zone Representatives. Board Members eligible to vote for the Executive Team include the five (5) officers, Diversity Representatives, the two (2) Zone Leads, the Elected Members outlined in Section a. ii of this Article.
- Board Members Elected to Other Organizations by the Full Membership. Board Members shall include WON Members elected per the by-laws of the following organizations with the number of such Board Members from each such organization listed next to their name:
- OPNAD – four (4);
- NFLA – one (1); and
- NSLC – one (1).
- Term of Office. Board Members shall serve for a two (2) year term. The officers shall hold office until their successor has been elected and held their first meeting unless otherwise determined by resolution of the Board. No elected Board Member shall serve more than two (2) consecutive two (2) year terms unless a Board Member holds an office outlined in Section b, below, in which case the term may be extended to fulfill the term of office. In the case of elected OPNAD and NFLA representatives, term of office shall be dictated by those respective organizations. A Board Member may serve again as such after at least one year off the Board. All Elected or Appointed Board Members shall be Regular Members in good standing, with all dues and assessments paid on a current basis. The outgoing President may serve on the board for one year in an advisory capacity.
- Appointed Board Members
- Board Members on WON Board from Diversity Organizations. Each of the diversity organizations recognized by McDonald’s and the NFLA, currently including the McDonald’s Hispanic Operators Association (MHOA); the Asian McDonald’s Operators Association (AMOA); the National Black McDonald’s Operators Association (NBMOA); and the McDonald’s Owner Operators PRIDE Network (MOOPN) shall have a representative on the WON board who is a regular member of WON in good standing, with all dues and assessments paid on a current basis. The WON chair will meet with the Diversity chair of each organization and best determine the member to join the board of WON. This decision will be collaborative and meet the needs of both organizations. This meeting should take place in October each year.
- Additional Board Members. The President shall, at her discretion, appoint up to six (6), additional Board Members to ensure that the composition is representative of the Membership and to advance the purposes of WON.
- Term of Office. All Appointed Board Members as set forth in Subsection (i) above shall serve a two (2) year term and may be appointed by their respective Diversity Organization for no more than two (2) successive terms. The Appointed Board Member shall hold office until their successor has been appointed and held their first meeting unless otherwise determined by resolution of the Board. A Board Member may serve again as such after at least one year off the Board.
- Elected Board Members
- Regular Meetings. The Board of Directors shall hold Regular meetings, including an annual meeting each year, at such time and place as designed by the Board of Directors, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. WON shall allow Board Members entitled to vote to participate in and act at any meeting (Regular and special) through the use of a conference telephone or interactive technology, including but not limited to electronic transmission, Internet usage, or remote communication in accordance with Section 10 of Article IV.
- Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by any two (2) members of the Board of Directors. The person or persons authorized to call special meetings of the Board may fix any place for holding any special meetings of the Board of Directors called by them.
- Notice. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days before the date of such meeting by written notice to each Board Members at the addresses as shown by the records of WON or emailed. If mailed or sent by private delivery service, such notice shall be deemed delivered when deposited in the United States mail or with the private delivery service in a sealed envelope so addressed, with postage or the proper fee prepaid thereon. If notice be given by electronic means (including but not limited to email, such notice shall be deemed delivered when sent. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a Board Member at any meeting shall constitute a waiver of notice of such meeting, except where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Regular or special meetings of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
- Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the Board Members are present at said meeting, a majority of the Board Members present may adjourn the meeting to another time without further notice. Those participating through the use of a conference telephone or interactive technology, including but not limited to electronic transmission, Internet usage, or remote communication shall constitute attendance and presence in person at the meeting of the person or persons so participating.
- Manner of Acting. The act of a majority of the Board Members present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these By-Laws, or the Articles of Incorporation.
- Vacancies. The Board of Directors shall fill any vacancies, or openings on the Board. A Board Member elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office.
- Removal. A majority of the Board of Directors shall have the power to remove any Board Member whenever, in its judgment, the best interests of WON would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any Board Member who is absent from two (2) consecutive meetings of Board Members at which a quorum is present shall automatically be removed as a Board Member unless such Board Member shall have been excused from attendance in writing by the President or a majority of the Board of Directors. If a Board Member is removed, she may not serve again as a Board Member for at least three (3) years after removal.
- Compensation. Board Members shall not receive any compensation for their services, except reimbursement for out-of-pocket expenses approved by the Board of Directors. Gavel to Gavel on meeting to be able to receive reimbursement.
- Financial Responsibility. The Board of Directors shall submit at least annually for approval by the Regular Members financial reports for the previous fiscal year, interim reports for the current year and a budget for the next fiscal year. All income and expenditures shall be fully disclosed at each board meeting. Any expenditure greater than ten thousand dollars ($10,000) shall be approved by a majority vote of the officers.
- Voting Rights. Other than the WON President, each elected WON Board Member shall be entitled to one vote on any matter submitted to a vote of the WON Board. Under special circumstances, as determined by the President, electronic voting may be permitted. The President may only vote to break a tie in regard to matters submitted to the Board of Directors for a vote.
- Action Without Meeting. Any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing (or by electronic means, including but not limited to email, setting forth the action so taken, shall be signed by all of the Members (either by original signature or electronic signature) entitled to vote with respect to the subject matter thereof.
- Virtual Attendance or Attendance by Telephone. Directors may participate in any meeting through the use of a video and/or audio platform, in like manner to any person who may be physically present or a conference telephone or similar communications equipment. For the avoidance of doubt, in order to constitute Virtual Attendance or Attendance by Telephone, the presence of such a person at a Meeting must entail: (a) the capacity for effective two-way communication, by visual and/or spoken means, between such a person and those physically present and with other people attending virtually; (b) the ability of such a person to engage in debate with, and to ask questions of, those who are physically present and others attending virtually, and to answer questions from them; and (c) the ability of such a person to cast a vote contemporaneously with those physically present and others attending virtually or by telephone.
ARTICLE VI – OFFICERS
- Officers. All officers of WON must be Members of the Board of Directors. The officers of W.O.N. shall be the President, the Vice President, the Membership Officer, the Economics Officer, and the Communications Officer. No Board Member may serve in more than one office at any one time.
- Election and Term of Office. Each officer of WON shall be elected for a (2) year term by the Board of Directors. Each officer shall hold office until her successor is elected or until her earlier resignation or removal, but in any event, no officer may be elected for more than two full terms consecutively. Vacancies in any office, due to death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Election of an officer shall not of itself create contract rights. Officers shall not receive any compensation for their services.
- Termination. Any officer elected or appointed by the Board of Directors may be removed by a majority of the Board of Directors whenever, in its judgment, the best interests of WON would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
- President. The President shall be the principal executive officer of WON Subject to the direction and control of the Board of Directors, she shall be in charge of the business affairs of WON; she shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, she shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. She shall preside at all meetings of the Members and of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of WON or a different mode of execution is expressly delegated to another officer or agent of WON or a different mode of execution is expressly prescribed by the Board of Directors or these By-Laws, she may execute for WON any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and she may accomplish such execution either under or without the corporate seal of WON and either individually or with the Communications Officer, or any other officer hereunder authorized by the Board of Directors, according to the requirements of the form of the instrument. She may vote all securities, which WON is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of WON by the Board of Directors. The President shall also serve as a Member of the NFLA.
- Vice President. The Vice President shall assist the President in the discharge of her duties as the President may direct and shall perform such other duties as from time to time may be assigned by the Board of Directors. In the absence of the President or in the event of her inability or refusal to act, the Vice President perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the WON or a different mode of execution is expressly prescribed by the Board of Directors or these By-Laws, the Vice President may execute for WON any contracts, deed, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and may accomplish such execution either under or without the corporate seal and either individually or with the Communications President, or any other officer hereunder authorized by the Board of Directors, according to the requirements of the form of the instrument.
- Economics Officer. The Economics Officer shall be the principal accounting and financial officer of WON She shall: (a) have charge of and be responsible for the maintenance of adequate books of account for WON; (b) have charge and custody of all its funds and securities, and be responsible therefore, and for the receipt and disbursement thereof; and (c) perform all the duties as from time to time may be assigned to her by the President or by the Board of Directors. If required by the Board of Directors, the Economics Officer shall give a bond for the faithful discharge of her duties in such sum and with such surety or sureties, as the Board of Directors shall determine.
- Communications Officer. The Communications Officer shall record the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records; keep a register of the post office address, and e-mail of each Member which shall be furnished to the Communications Officer by such Member; and perform all duties incident to the office of Communications Officer and such other duties as from time to time may be assigned to her by the President or by the Board of Directors. The Communications Officer shall have the authority to certify the bylaws, resolutions of the Members and board of directors and committees thereof, and other documents of WON as true and correct copies thereof.
- Membership Officer. The Membership Officer shall be the liaison between the Executive Board and the Field Offices. The Membership Officer, in conjunction with the Zone Advocates, will oversee training the Field Office Advocates and the Business Unit Leads. The Membership Officer will also oversee succession planning and development of future leaders.
- Executive Board. The Executive Board is responsible for conducting the business of WON on behalf of its Members between meetings of the Board of Directors. The Executive Board consists of President, Vice President, Membership Officer, Communications Officer, Economics Officer, and the two (2) Zone Leads. The Executive Board shall keep minutes of its meetings and a full account of its transaction for the Board of Directors. A simple majority of the Executive Board shall be necessary to constitute a quorum.
ARTICLE VII – ZONE LEADS, FIELD OFFICE ADVOCATES, AND BUSINESS UNIT LEADS
- Zone Leads. There will be one (1) Zone Lead per Zone, which will initially be defined as those designated by McDonald’s, the East Zone and the West Zone. Zone Leads must have previously served in a leadership position or on a National Team. The primary role of the Zone Leads is to coordinate and collaborate with the five Field Office Advocates in their perspective zones. They direct, coach, advice, and encourage the Field Office Advocates. They serve on the WON board and bring the board insights from the field.
- Field Office Advocates. There will be one (1) Field Office Advocate per Field Office, which will initially be defined as those designed by McDonald’s. The Field Office Advocates will perform such duties, based on the assigned roles and responsibilities, as determined by the Board of Directors. The Field Offices will initially be defined as those designated by McDonald’s. In the event that McDonald’s increases or decreases the number of Field Offices, the Board of Directors may determine any necessary or appropriate adjustment in the number of Field Office Advocates.
- Business Unit Leads. There may be one (1) Business Unit Lead per Business Unit, which will initially be defined as those designated by McDonald’s. The Business Unit Lead will build relationships and serve as a resource to the women owners and those women spouses/next gens aspiring to be approved. Business Unit Leads may conduct local meetings at their discretion with the approval of the Zone Lead and Field Office Advocate.
- Election and Term of Office. TThe election of the Zone Leads, Field Office Advocates, and Business Unit Leads shall be conducted pursuant to these By-Laws. Any Owner/Operator who satisfies the Leadership Criteria Guidelines provided by WON is qualified to be elected and serve as a Zone Lead, Field Office Advocate, or Business Unit Lead. Only WON Regular Members within each Zone, Field Office, or Business Unit shall be eligible to vote on the Zone Lead, Field Office Advocate, or Business Unit Lead for that Zone, Field Office, or Business Unit. The term of the Zone Lead and Field Office Advocate shall be two (2) years. The Zone Lead and Field Office Advocate may not serve more than two (2) consecutive two-year terms. However, a Zone Lead or Field Office Advocate elected to fill a vacancy is entitled to serve out a vacated term is thereafter eligible to serve up to two (2) consecutive two-year terms. Business Unit Leads are not subject to term limits; however, an election shall occur every two (2) years.
- Notice of Election of a Zone Lead, Field Office Advocate, or Business Unit Lead. he Communications Officer shall send to the WON Members in each Field Office, notice not less than twenty-one (21) calendar days prior to the meeting at which there will be an election of a Field Office Advocate. The notice shall state the WON is accepting nominations for candidates for the stated Field Office Advocate position, such nominations will be accepted until the end of the business day (5:00 pm CT) twenty-one (21) calendar days from the date of the notice, the date the election will take place , the commencement date of the two (2) year term of the elected Field Office Advocate in the year of the election, and the nominating process to be followed by the candidate.
- Removal and Resignation. Any Board Member or appointed representative may be removed from office for non-performance of duties as outlined in the job description or for failing to attend WON Board meetings as required. Removal will be voted on by the full Board of Directors and requires a majority vote.
- Vacancies. The Board of Directors shall determine the manner in which to fill any vacancy created in the office of any Zone Lead, Field Office Advocate, or Business Unit Lead consistent with the provisions of these By-Laws.
ARTICLE VIII – COMMITTEES
- Creation of Committees. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one (1) or more committees, each of which shall include two (2) or more directors and such other persons as the board shall appoint, provided that a majority of the Members of each committee shall be directors.
- Manner of Acting. Each committee, to the extent provided in the resolution creating such committee and except as limited by law, the articles of incorporation or these by-laws, shall have and exercise the authority of the board of directors in the management of WON; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of a responsibility imposed upon it or her or him by law. Unless otherwise provided in the resolution creating a committee, such committee may select its chairman, fix the time and place of its meetings, specify what notice of meetings, if any, shall be given, and fix its rules of procedure which shall not be inconsistent with these by-laws or with rules adopted by the board of directors. The act of a majority of committee Members present at a meeting at which a quorum is present shall be the act of the committee.
- Term of Office. Each Member of a committee shall continue as such until her successor is appointed, unless the committee shall be sooner terminated, or unless such Member be removed from such committee, or unless such Member shall cease to qualify as a Member thereof, or desolved by the Board of Directors.
- Vacancies. Vacancies in the Membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
- Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the committee.
- Action Without Meeting. Any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing (or by electronic means, including but not limited to email, setting forth the action so taken, shall be signed by all of the Members (either by original signature or electronic signature) entitled to vote with respect to the subject matter thereof.
- Virtual Attendance or Attendance by Telephone. Directors may participate in any meeting through the use of a video and/or audio platform, in like manner to any person who may be physically present or a conference telephone or similar communications equipment. For the avoidance of doubt, in order to constitute Virtual Attendance or Attendance by Telephone, the presence of such a person at a Meeting must entail: (a) the capacity for effective two-way communication, by visual and/or spoken means, between such a person and those physically present and with other people attending virtually; (b) the ability of such a person to engage in debate with, and to ask questions of, those who are physically present and others attending virtually, and to answer questions from them; and (c) the ability of such a person to cast a vote contemporaneously with those physically present and others attending virtually or by telephone.
ARTICLE IX – ADVISORY COMMITTEES
- Creation of Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one (1) or more advisory committees, which may or may not have directors as Members.
- Powers. An advisory committee may not act on behalf of WON or bind it to any action but may make recommendations to the Board of Directors or the officers
ARTICLE X – GENERAL PROVISIONS
- Contracts. The Board of Directors may authorize any officer or officers or agent or agents of WON to enter into any contract or execute and deliver any instrument in the name of and on behalf of WON and such authority may be general or confined to specific instances.
- Checks, Drafts, Etc. All funds of WON shall be deposited from time to time to the credit of WON in such banks, trust companies or other depositories as the Board of Directors may select. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of WON, shall be signed by such officer or officers or agent or agents of WON and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Economics Officer and countersigned by the President of WON
- Fiscal Year. The fiscal year of WON shall be the last day of December, unless changed by action of the Board of Directors.
- Annual Dues. The Board of Directors shall determine, from time to time, by majority vote of the Board Members present at a meeting, where a quorum is present, the annual dues to be paid by Members.
- Payment of Dues. The date which annual dues are payable shall be fixed by resolution of the Board of Directors.
- Seal. On the corporate seal shall be inscribed the name of WON and the words “Corporate Seal” and “Illinois”.
- Waiver of Notice. Whenever any notice is required to be given under law, the articles of incorporation or the by-laws of WON, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
- Amendments. The power to ratify, alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Regular Members unless otherwise provided in the Articles of Incorporation or the By-Laws. Such action may be taken at a Regular or special meeting for which written notice of the purpose shall be given. Any such amendment shall require the approval of two-thirds (2/3) of all Regular Members entitled to vote at a meeting of the Members. The By-Laws may contain any provisions for the regulation and management of the affairs of WON not inconsistent with law or the Articles of Incorporation.
- Other Levels of Leadership. The Board of Directors may establish other levels of leadership that further the purposes and work of the W.O.N, including, but not limited to the establishment of local chapters.
ARTICLE XI – INDEMNIFICATION AND INSURANCE
- Bonding. The Board of Directors, by a majority vote, may require any, Board Member, officer, or employee to give bond for the faithful discharge of their respective duties in such sum and with such corporate surety as the Board shall determine. The cost of such bond with surety shall be paid by WON
- Indemnification. WON shall indemnify any Board Member or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that she is or was a director or officer of WON, against expenses including professional fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if she acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interest of WON, and with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful. Any such indemnification shall be made by WON only as authorized in the specific case upon determination that indemnification of the director or officer is proper in the circumstances because she has met the applicable standards of conduct set forth above. Any person seeking indemnification shall give WON written notice thereof together with a copy of any complaint or declaration filed thereon within a reasonable period of time after the institution of the action, suit or proceeding. Such determination shall be made a majority vote of the Members of the Board of Directors who were not or are not parties to such action, suit or proceeding. WON may purchase insurance to fund these obligations for indemnification.
To the extent that a Board Member or officer has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in this Section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Any indemnification under this Section (unless ordered by a court) shall be made by WON only as authorized in the specific case, upon a determination that indemnification of the Board Member or officer is proper in the circumstances because she or he has met the applicable standard of conduct set forth in this Section of this Article. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by WON in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Board Member or officer to repay such amount, unless it shall ultimately be determined that she or he is entitled to be indemnified by WON as authorized in this Article.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Directors, or otherwise, both as to action in her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Board Member or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. - Insurance. WON shall have the power to purchase and maintain insurance on behalf of any person who is or was a Board Member, officer, employee, or agent of WON against any liability asserted against her and incurred by her in any such capacity, or arising out of her status as such, whether or not WON, would have the power to indemnify her against such liability under the provisions of this Article.
Join Women Owners Network
We work hard to positively impact all of our member’s businesses.