SWSBA By-Laws

BY-LAWS OF SOUTHERN WOMEN’S SMALL BUSINESS ASSOCIATION
                                   
Article 1: Name
The name of the organization is the Southern Women's Small Business Association, hereinafter referred to as “SWSBA”.
Article 2: Mission Statement
The Southern Women's Small Business Association is a non-profit corporation whose purpose is to support women  involved in business, trade, service,  the arts   and other professions by providing a forum for:
·         Professional Development - organize programs and activities that facilitate formal and informal exchange of ideas and information for professional and personal development.
·         Networking and Socializing - offer events and activities which meet the interests, needs and schedules of working women.
·         Community Service - organize or support programs or non-profit organizations which have the goal of helping disadvantaged members of the community improve their lives or which address specific issues of concern to the SWSBA membership.
·         Professional Recognition - promote and publicize the activities, interests and accomplishments of the SWSBA and its members to build awareness of professional women in southern Louisiana
Article 3: Specific Goals
The Association will:
  1.  Provide referrals from each member’s sphere of influence.
  2.  Offer advice on the different aspects of operating a business.
  3.  Create leadership abilities to move toward goals.
  4.  Encourage women to strive to grow their businesses.
Article 4: Membership
Section 1. Categories of Members:
  1. Active membership is open to women who own their own business or are self-employed through an incorporated business.    Active membership is determined by the payment of dues once membership is applied for and accepted by the Board.    Acceptance of membership is contingent upon there being no like business established in the association by a present member.  
a. Active members may:
  1. Vote in all Association elections;
  2. Be nominated for and serve as an officer of the Association or on committees;
  3. Attend all meetings and functions of the Association;
  4. Receive the newsletter and other Association publications or notices.
Section 3. Annual Dues:
    1. The membership year shall be from November 1st to October 31st
b. Active members shall pay dues in the amount of  $50.00 per year.


Article 5.    Elected Officers
Section 1. All elected officers shall be Active members (Article 4; Section 1a) of the Association and shall abide by the mission statement of SWSBA. The elected officers shall consist of the President, a Vice President/President-elect, Past President, a Secretary and a Treasurer.    
Section 2. The officers shall be elected by ballots distributed to Active members. The election shall take place in June of every other  year. New officers shall assume their duties at the beginning of the November according to the nomination and election procedures.
Section 3. The incumbent Vice President/President-Elect shall serve as President of the Association and the President shall serve as Past President during the succeeding year. All other elected officers will serve a term of two years.  All elected officers can serve unlimited terms.   Officers may serve as Directors and Directors may serve as Officers.
Section 4. Board vacancies of elected officers that arise between annual elections will be appointed by the President with the exception of the President and Vice President/ President-Elect. These appointed officers will serve with the approval of other elected officials until the next annual election. If a vacancy occurs in the President’s position, the Vice President will assume the President’s duties for the remainder of the term and then continue in that office for her elected term. If a vacancy occurs in the Vice President’s position, a special election will be held to fill the vacancy.
Article 6.  Board of Directors
Section 1.   The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Association, and may exercise all powers of the Association, except as otherwise provided by law or in the Articles of Incorporation.
Section 2.    Regular meetings of the Board of Directors shall be held at such time, frequency and place as the directors may determine.  
Section 3.    A quorum of the board shall be four (4), or a majority of the board members, whichever is less.
Officers may serve as Directors and Directors may serve as Officers.
Officers and Directors will be referred to as the Executive Board.

Article 7.  Appointed Officers
Section 1. Appointed officers (chairs of the standing and ad hoc committees and the Communications Coordinator) shall be Active members. Appointed officers will be members of the Board, and the Communications Coordinator will be a voting member of the Executive Board.
Section 2. Each appointed officer shall be appointed for two years by the incoming President. Appointed officers may be reappointed in succeeding years.
Section 3. Board vacancies of the appointed officers that arise between annual elections will be appointed by the President to serve until the next President takes office.
                                       Article 8.     Duties of Elected and Appointed Officers
Section 1. The President shall:
a. Call and preside at all Association and Board meetings;
b. Fill vacancies that arise between annual elections on the Board of the Association, until the next annual election, with the exception of the Vice President/ President-elect.
c. Fill vacancies on committees;
d. Perform all other duties that usually pertain to the office of the President that are not in conflict with the duties and powers granted other officers of the Association; and
e. Function as official spokesperson for the Association.
Section 2. The Vice President/ President-Elect shall:
a. In the absence of the President, preside at all meetings and perform other duties of the President.
b. Be responsible for overseeing the quarterly Association Open Houses.
c. Perform other duties as assigned by the President.
Section 3. The Past President shall:
a. Supervise the nominations and election procedures;
b. Serve as the Parliamentarian and advise officers on parliamentary procedures; and
c. Perform other duties as assigned by the President.
Section 4. The Secretary shall:
a. Keep minutes of the business transacted by the Executive Board, send copies of the minutes to each member of the Board, and, after approval by the President, send a final copy of the minutes to the Communications Coordinator for the permanent records maintained in the Association archives.
b. Keep a master calendar for the Association; and
c. Perform other duties as assigned by the President.
Section 5. The Treasurer shall:
a. Be responsible for the general funds of the Association and for such special funds as may from time to time be placed in her custody or control by order of the Executive Board;

b. Maintain all financial records of the Association, receive all monies payable to the Association, and disburse funds in payment of Association expenditures;

c. Prepare an annual budget for consideration by the Executive Board;
d. Make financial reports to the Executive Board or to the Association membership under the direction of the President; and
e. Maintain the membership list and notify members of dues renewal.
Section 8. The Communications Coordinator shall :
Publicize Association events and facilitate other communication between the Board and members.  Schedule Functions a.
e responsible for publishing a periodic newsletter for the membership of the Association;
b. Coordinate other publications of the Association as assigned by the President or the Executive Board; and,
Section 9. Appointed officers shall participate in planning any Open Houses throughout the year and perform other duties as assigned by the President and Executive Board.
Officers may serve as Directors and Directors may serve as officers.
Article 9.   Board of Directors
Section 1:   The Board of Directors shall have general supervision of the affairs of the Association between its Annual Meetings.   All powers of the association shall be vested in the Board of Directors.
Section 2:    Unless otherwise ordered by the Board, regular meeting of the Board of Directors shall be held monthly.   Special meetings of the Board may be called by the President and shall be called upon written request by any three members of the Board.  Special meetings of the Board shall require five (5) days written notice, however, Board Members may consent and waive notice of Special Meetings.
Section 3:   A quorum of the board of directors shall be a majority of the board members, whichever is less.
Article 10. Nominations and Elections
Section 1. Members of the Elections Committee shall be selected three months before the elections. The Past President will serve as chair of the Committee.
Section 2. Each year, the Elections Committee shall nominate two (2) candidates for the position of Vice President/President Elect. Two candidates for Secretary and two candidates for Treasurer. The Committee shall obtain the consent of each nominee to stand for election. Members of the Election Committee may not be nominated as a candidate.
Section 3. The Elections Committee shall obtain biographical information about each candidate and prepare an official ballot to be distributed to all voting members, allowing for write-in candidates.
Section 4. The ballots shall be returned to the Past President and shall be tabulated before June 30th. The Committee shall declare those candidates elected who received a plurality of the votes cast. Tie votes shall be resolved by the Elections Committee, who shall employ a means of chance to select the winner.
Section 5. In the event of a vacancy of President, the President Elect shall succeed to that office, then continue in that office for her elected term. Any vacancies occurring in other elective offices except Vice President/President Elect (Article 5 Section 4) before expiration of the regular term shall be filled for the balance of the term through appointment by the President and approval by the Board.
Article 11. Committees
Section 1. The Executive Board may establish committees and appoint chairs for those committees to further the work of the Association. The Executive Board shall define the duties of each committee.
Section 2. Each committee shall keep the Executive Board apprized of activities and submit a year-end report of activities to the Board.
                                                               Article 12. Amendments
Section 1. Proposed amendment(s) to the bylaws may be initiated by a minority vote of the Executive Board or upon receipt by the Executive Board of a petition signed by 20 percent of the current paid members of the Association.
Section 2. Proposed amendment(s),