Communicate.  The WICT Advantage.  Know the By-Laws. 

 

WOMEN IN CABLE TELECOMMUNICATIONS
GREAT LAKES CHAPTER
BY-LAWS

 

 

Article I – Name and Area

 

Sec. 1 The name of the chapter shall be the Great Lakes Chapter of Women in Cable Telecommunications.

 

Sec. 2 The area covered by the Great Lakes Chapter shall be Indiana, Michigan and northern Ohio.

 

Article II – Objectives

 

Sec. 1 The objectives of the Great Lakes Chapter shall be those of the National Women in Cable Telecommunications organization, which shall be the sole policy-making body.  These objectives are:


a. To provide cable and telecommunications specific management and leadership training.

b. To create leadership opportunities for members at the local and national level.

c. To showcase women's contributions and accomplishments in the cable and telecommunications industries.

d. To strengthen the image of cable and telecommunications through community involvement.

e. To support women in the efforts to make successful career and life choices.

 

Article III – Membership

 

Sec. 1 Only those employed in the telecommunications industry and closely allied fields who have been accepted for membership in Women in Cable Telecommunications by the national board of directors shall be eligible for membership in the Great Lakes Chapter.

 

Sec. 2 Membership classifications in the chapter are as follows:


a.    Regular Membership – a non-to mid-management professional employed in any facet of the telecommunications industry or closely related allied field shall be eligible for regular voting membership.  Such members shall remain current with the dues and shall be entitled to one vote regardless of the number of systems or corporations the individual may represent.  Regular members may hold office and serve on the national or chapter level or board of directors.

     

b.    Executive Membership – a senior management professional who otherwise qualifies for Regular membership is also eligible for Executive membership.  Such members shall remain current with the dues and shall be entitled to one vote regardless of the number of cable systems or corporations the individual may represent.  Executive members may hold office and serve on the national or chapter level of the board of directors.

     

c.    Entry Level Member – any person employed in an entry level full or part-time position with less than two years' experience in any facet of the cable television and telecommunications industry is eligible for Entry level membership.  An Entry level position is defined as an hourly (non-salaried) employee with no supervisory or direct budgetary responsibilities and/or a student.  (Part-time students working in the cable industry at other than an entry level position do not qualify for entry level membership).  Entry level members shall pay dues, but do not have voting rights, nor may they serve in an appointed or elected office.

 

Sec. 3 Acceptance of Membership – the national board of directors shall accept for regular voting membership any qualified individual who subscribes to these by-laws.  The board, however, reserves the power to reject membership applications or to expel a member provided there is just cause.

 

Sec. 4 Membership Committee – the board of directors may, in its discretion, create a membership committee and delegate to such committee the power to make rules governing applications for membership.  The membership committee may make recommendations to the board concerning rules governing membership classes and qualifications.

 

Sec. 5 Withdrawal – any member may withdraw from the corporation at any time by giving written notice to the secretary.  Such withdrawal shall take effect at the time of receipt of the notice, be relieved from liability for any dues or assessment levied in respect to any dues period commencing after the effective date of withdrawal.

 

Article IV – Officers

 

Sec. 1 The officers also known as the executive committee (Article V, Section 4) shall be president, vice president, secretary, treasurer, and immediate past president.  Officers must be voting members of Women in Cable Telecommunications in good standing.

 

Sec. 2 Each officer shall serve for a minimum of one year or until his or her successor shall have been chosen and qualified or until his or her death, resignation or removal.  The term of office for officers shall commence on January 1 and end on December 31 of each year.  Then newly elected officer may be expected to start transition duties (training and preparation) immediately following the elections. As noted in Section III 2 (c) entry level members may not serve in an appointed or elected office.  It is recommended that for both the position of President, President Elect (optional) and Vice President that the nominee have a minimum of one year on the board.  Exceptions can be made by recommendation of the nominations committee and vote of the board.

 

Sec. 3 The powers and duties of the officers shall be as follows:

 

a.    President - The president shall preside at all meetings of the members and board of directors; shall consult with the officers to appoint all committees; shall be an ex-officio member of all committees; be responsible for informing the secretary to notify all  board members of the times and places at which board meetings are to be held; execute such agreements on behalf of the chapter as authorized by a vote of the membership and board of directors and shall perform such duties as may be vested in the president by the board of directors.

 

b.    President Elect (optional) – If determined that this position is needed by the nominations committee and determined by a vote of the board, the president elect shall attend all meetings of the members and board of directors; shall work closely with the president on the appointment of committees and chairs; shall attend committee meetings to represent the president as needed; shall work with the Vice President to accomplish the job of the programming committee chair as needed.  The holder of this position will automatically become president upon the expiration of the president's term which on average is two years, therefore, this person shall be prepared and affirm their willingness to serve as president upon election to the position of president elect.

 

c.    Vice President - In the absence of the president or in the event of the president's inability or refusal to act, the vice president shall perform duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions; upon, the president.  This person shall be prepared and affirm their willingness to serve as President or President Elect upon election to the position of Vice President.

 

d.    Secretary - The secretary shall attend all meetings of the board of directors and shall record all proceedings of such meetings as official meeting minutes; distribute to the board in a timely manner; maintain a copy of a roster of the names, addresses and business affiliations of all members, provide Women in Cable Telecommunications national headquarters with current lists of members of the board of directors and committee chairpersons.  The secretary shall serve as the administration committee chair as outlined in Article VII Section 2(c)

 

e.    Treasurer - The treasurer shall receive all funds and make all disbursements as authorized by the board of directors; present a financial report at each meeting of the board of directors and submit an annual financial report to the national treasurer of Women in Cable Telecommunications as required by the national organization.  The treasurer shall prepare and participate in any and all financial audits making the necessary preparation of information and documents as may be required by the officers or audit team.  The executive committee shall determine the necessity and frequency of audit.

 

f.     Immediate Past President - The outgoing president of the chapter shall automatically assume the office of immediate past president when a new president assumes office.  The past president may oversee committees as directed and assist the president as required to complete a smooth transition of duties. Past presidents may be called upon for expertise, input and advice as directed by the current president.


g.    Advisor - The advisor shall serve by election and at the recommendation of WICT HQ and the remaining WICT GL Executive Board members.  The role of the advisor shall be to provide insight, direction, and suggestions to the overall operation of the organization as needed or requested.  The advisor may attend board meetings and events when possible, but neither are required.

 

Article V – Board of Directors

 

Sec. 1 The board of directors shall be composed of the officers and a minimum of three and a maximum of 25 board members. All board members will serve without remuneration.  The board of directors shall have general charge and control of the affairs, funds and property of the chapter.

 

Sec. 2 The board of directors will hold a minimum of six regular meeting per year.  Members of the board of directors are expected to attend all board meetings. Members of the board are also expected to participate in a majority of events within their geographic region.  All board members are expected to serve on at least one committee.

Failure to meet these participation requirements without reasonable cause and notice may result in a review by the board with the option to appoint a successor.

 

Sec. 3 A simple majority of the board of directors shall constitute a quorum.  The vote of the majority of the board present at a meeting at which a quorum is present shall constitute action of the board.

 

Sec. 4 There shall be an executive committee, composed of the officers, which shall have all powers of the board of directors between meetings.  The minutes of any executive committee meeting, should one occur, shall be submitted to the board of directors for ratification at its next meeting.

 

Sec. 5 Whenever it is necessary to fill a vacancy among officers or directors, the president shall call for recommendations to fill the vacancy.  A majority vote of the remaining members of the board of directors shall determine the person elected.  Persons so elected shall serve until the expiration of the regular term of office.

 

Sec. 6  Removal and Resignation

 

a. An officer or other member of the Board of Directors may be removed from office by two-thirds (2/3) vote of the Board of Directors then in office (excluding for the purposes of calculating such vote the vote of the member of the Board of Directors whose removal is being considered) if, in its sole discretion, the Board believes that the best interest of the Corporation would be served by doing so. 

 

b. Should any officer or member of the Board of Directors be absent from more than one regular meeting of the Board within one calendar year, the Board of Directors shall have the power to declare this position vacant.

 

c. If a member of the Board has a material change in employment (e.g., leaves the industry, changes jobs within the industry or within the same company), he or she may be asked to relinquish her/his Board seat.  This will be a situational decision, based upon the existing representation of a company on the Board, the level of the position being taken and the role of the company within the industry.  The Executive Committee will evaluate and make recommendations to the Board for action.

 

d. No meeting of directors may remove an officer or other member of the Board of Directors unless written notice of the proposed removal is delivered to all officers and members of the Board of Directors at least twenty days prior to such meeting.

 

Sec. 7  Resignation.

 

a. Any officer or other member of the Board of Directors may resign at any time by delivering a written resignation to the Board of Directors, the President, or the Vice President.

 

b. Such resignation shall take effect upon receipt thereof by the Board, the President or the Vice President or on a later date as specified in such written resignation.

 

Sec. 8 All board members, upon retiring from office, shall deliver to the president all money, accounts, record books, papers or other properties belonging to the chapter.

 

Article VI – Elections

 

Sec. 1 The election of officers and members of the board of directors will be conducted by a reasonable method as decided upon by the board.

 

Sec. 2 A nomination committee of at least three members shall be determined by a vote of the board of directors no later than the August board meeting.  The nominating committee shall call for nominations, contact those nominated and prepare an official slate for approval by the board of directors.

 

Sec. 3 The secretary shall prepare and send the official ballot to all voting chapter members in time for the October meeting or a time determined by the board of directors.  The deadline for the election shall be determined in conjunction with the date requirements of WICT HQ for a ratified list of officers and board of directors.

 

Sec. 4 The ballot process including the tabulation of votes whether electronic, hard copy or in person shall be determined by a recommendation of the nominations committee and approval of the board of directors.  In the event of a tie vote, the board of director's reserves the right to cast the deciding vote.

 

Sec. 5 The board of directors shall have the authority to fill all vacancies in its body and among the elected officers.

 

Article VII – Committees

 

Sec. 1 The president, with approval of the board of directors, shall appoint chairpersons for the committees.  The chapter president reports regularly to the national Women in Cable Telecommunications board of directors regarding committee activities.


Sec. 2 The following are fundamental committees for the operation of the chapter.  Depending on need, the following committees may be formed in addition to other committees:


a. Membership – this committee shall be responsible for finding qualified professionals for membership and securing their membership for the chapter. This committee shall maintain an accurate membership roster and keep the secretary and treasurer informed of membership changes.  The committee shall manage the solicitation of new members and encourage prompt renewal of memberships.

 

b. Program – manages and oversees programs for the membership which meet the goals and mission of Women in Cable Telecommunications.  This committee works with other committees as needed to assure all event logistics are executed, event is publicized and well attended and is within budget parameters.

 

c. Administration – supports the chapter's administrative responsibilities, including retention of all chapter documentation, tracking and retention of compliance requirements, national awards compilation and tracking Model Chapter Business Plan deadlines.

 

d. Marketing and Communications– publicizes activities of chapter through direct member contact, social media and chapter website to ensure events are publicized and well attended


e. Sponsorship – coordinates the solicitation of donations from industry partners and provides necessary documentation to the Treasurer and board as appropriate.

 

Sec. 3 Committee chairpersons shall report committee activities at board meeting.  Chairs of events shall report to the Programming Chair who will present an overall report at the board meeting. In the event a chairperson is unavailable for a meeting a committee member should be designated to report out in their absence.

 

Article VIII – Finances


Sec. 1 The fiscal year of the chapter shall be the same as the national Women in Cable Telecommunications.

 

Sec. 2 The president and treasurer are the chapter's chief executive and financial officers respectively, and shall be responsible for sound financial planning and fiscal integrity.

 

Sec. 3 All bank accounts shall be in the name of the chapter and require the signature of both the president and the treasurer.

 

Article IX – Dissolution and Mergers

 

Sec 1. Dissolution.  At a meeting called for the purpose of considering the question, the Chapter shall be dissolved upon receiving at least two-thirds (2/3) of the votes entitled to be cast by members present at such meeting, and all assets shall be distributed by the Board of Directors to such other non-profit organizations, organized and maintained for, as nearly as possible, the same purposes as set forth in the Articles of Incorporation and these bylaws, which shall be selected by the Board of Directors of the Chapter or otherwise ordered by a court of competent jurisdiction.

 

Article X – Amendments

 

Sec. 1 These By-Laws may be amended, repealed or altered in whole or in part, and new By-Laws adopted, by a majority vote of the board of directors.



Revised Version

June 5, 2018


 

 

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