ARTICLE I
NAME
1.0.1 The name of this Corporation (Organization) shall be Wisconsin Women of Color Network, Inc.
(Name was legally changed on April 17, 2000)

ARTICLE II
OFFICES & REGISTERED AGENT
2.1. Principal Offices and Other Offices. The principal office of the Corporationshall be
located at 4529 Surrey Circle, Madison, WI 53704. The Corporation may have such other offices as the
Board of Directors may designate.
2.2. Registered Agent. The registered agent for the Corporation shall be Agnes
G. Cammer, 4529 Surrey Circle, Madison, WI 53704.

 

ARTICLE III

PURPOSES & POWERS

3.1. Purposes. The purposes of the Corporation shall be to improve the economic status of
minority women by providing a local and state platform forsharing information, leadership skills, resources,
cultural similarities, and differences as well as employment issues and opportunities.
To build a comprehensive state network of African American, American Indian,Asian and Hispanic Women.
To conduct conferences, seminars, and research into employment problems of minority women.
To establish publications which explore employment issues and opportunitiesimpacting on minority
women.
To exercise such other powers which are now or hereafter may be upon a corporation organized
under the Wisconsin Nonstock Corporation law (Chapter 181, Wis. Stats.), or necessary or
incidental to the attainment of the purposes ofthe Corporation.
3.2. Powers, The Corporation shall exercise only such powers that are in furtherance of
the exempt purposes of organizations as set forth in Section 501 (c)(3) of the Internal Revenue Code
and its regulations, as they now exist or as theymay hereafter be amended, or of any organizations to
which contributions are deductible under Section 170 (c)(2) ofsuch Code and Regulations as they now
existor as they may hereafter be amended. Further, the Corporation shall be authorized and empowered,
subject to such limitations and conditions, as are, or may be prescribed by such limitations and conditions
as are, now or hereafter may be conferred upon a Corporation organized under the Wisconsin Nonstock
Corporation law (Wis. Stats. Chapter 181) or necessary or incidental to the powers so conferredor
conductive to the attainment of the purposes of the Corporation; subject, however, to the further
limitations as herein above set forth.
3.3. Limitations. Under all circumstances, because the Corporation is not organized for
profit, no part of the net earnings of the Corporation shall accrue to the benefit of any Director or
officer of the Corporation except that reasonable compensation may be paid for services rendered to or
for the Corporation affectingone or more of its purposes, and no Director, or officer of the
Corporation shall be entitled to share in the distribution of any of the corporate assets on dissolution ofthe
Corporation.

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ARTICLE IV

MEMBERSHIP

4.01. Membership Eligibility. Any person, organization, Corporation interested in pursuing the objectives
of the Corporation. (Organization) shall be eligible for membership upon the completion of application form,
payment of dues, acceptance by Board of Directors and participation in the program of the Organization as
shall be determined by the Board of Directors. · 4.02 Membership Categories, There shall be three categories of membership.
a. Active Membership, An active member is a member in good standing with the Organization who is
not in default in the payment of dues. Active members shall have all rights and privileges of membership in
the Organization if they remain in good standing. Good standing requires that member pay the assessments as
determined by the Board of Directors subscribe to the purposes of the Organization and participate in the
program of the Organization.
b. 1 Organizational Membership, Organizational membership is open to all organizations who subscribe to
the purposes of the Organization and pay such assessments as may be determined by the Board of Directors.
Organizational members may enjoy all the rights and privileges of membership in the Organization except that
they need not actively participate in the program of the Organization. Each organization that has an
organizational membership shall be entitled to one (1) vote at the Annual Meeting. The Corporation shall be
informed one (1) month prior to sending ballots for the Ratification of the Board of Directors of the
Corporation of the name of the accredited representative of the member organization. · b. 2 Corporate Membership. Corporate membership is open to all corporations who subscribe to the
purposes of the Organization and pay such assessments as may be determined by the Board of Directors.
Corporate members may enjoy all the rights and privileges of membership in the Organization except they
shall not be allowed to vote on any matter before the Organization.
c. Lifetime Membership. Lifetime membership is open to all persons eligible for active membership as
defined in 4.01a and, upon payment of dues set up by the Corporation, shall be a member for life of the person
or the Corporation.
4.03 Membership Fees. Membership fees shall be established by the Board of Directors paid to the
organization
4.04 Expulsion. The officers at any meeting, by a two-thirds vote of those present, may after due process,
terminate the membership of any member who in its Judgement has violated the Articles of Incorporation or
Bylaws or who has displayed conduct detrimental to the best Interest of the Organization. Such actionby the
officers shall be final and shall cancel all rights, interests or privileges of such member in the Organization
and its services.

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ARTICLE V
MEETINGS

5.1. Annual Meeting. The annual meeting of the Organization shall be held during the
annual conference. The Board of Directors shall meet during the AnnualMeeting to conduct
regular business and to consider annual reports of the Officers and Directors and of Standing
and Special Committees. The Board of Directors shall present an annual report to the
membership on the financial condition and activities of the Organization.
5.2. Regular Meetings. Regular Meetings shall be held at a time and place
determined by the board of Directors.
5.3. Special Meeting. A special meeting may be called by the President, or any other
officer of the Corporation in his or her absence, or upon written request of not less than sixty
percent (60%) of the Board of Directors of the Corporation, or upon written request of thirty
percent (30%) of the membership of the Corporationdirected to the Secretary of the
Corporation. No other business but that specified in the notice may be transacted at such
meeting without the unanimous consent of all present at such meeting.
5.4. Place of Meeting. The Board of Directors may designate the place ofmeeting for
the Annual Meeting, regular meeting, or any special meeting.
5.5. Notice of Annual Meeting and Special Meetings. Written notice stating the
place, day and hour of the annual Meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than seven (7) days or
more than thirty (30) days before the date of the meeting, either personally or by mail, by
or at the direction of the President, or the Secretary, or other officer or persons calling
the meeting, to each member of record entitled to vote at the meeting. If mailed, the notice
will be deemed delivered when deposited in the U.S. Mail, addressed to the member at his or her
address as it appears on the record books of the Corporation, with postage thereon prepaid.
5.6. Quorum. A majority of the members of the Corporation shall constitute aquorum
for the annual meeting and twenty-five percent (25%) shall constitute aquorum at regular and
special meetings.
5.7. Waiver of Notice by Members. Whenever any meeting notice is required tobe
given to Corporation members, a waiver of notice, signed at any time, before or after the time of
meeting, by the member entitled to the notice shall be equivalent the giving of the meeting
notice, provided that the waiver of notice shall contain the same information as would have been
required to be in the meeting notice, except the time and place of meeting.
5.8. Unanimous Consent Without Meeting. Any action required or permitted bythe
Articles of Incorporation, or Bylaws, or any provision of law to be taken at a meeting of the
members may be taken without a meeting if a consent in writing, setting forth the action taken,
shall be signed by all of the members entitled to votewith respect to the subject matter
thereof.
5.09 Agenda. In the call of a regular or special meeting of them membership, the Organization
Secretary shall include an agenda of the business to be transacted.

5.10. Voting. At all meetings, except for the ratification of officers and Directors.

Votes shall be viva voce, except that for ratification of officers ballots shall be provided and
there shall not appear any place on such ballot any mark or marking that might tend to indicate
the person who cast such ballot. At any regular or special meeting, if a majority so requires, any
question may be voted upon in the manner and style provided for ratification of officers and
Directors.

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ARTICLE VI
BOARD OF DIRECTORS

6.1. General Powers. The Board of Directors shall have the control and management of the affairs and business of this Corporation. Such Board of Directors shall only act in the name
of the Organization when it shall be regularlyconvened by its President after due notice to all
the Directors of such meeting.
6.2. Number, Tenure. The Board of Directors shall consist of the officers of the
Organization together with several members. Each racial ethnic minority group shall have two
(2) seats on the Board of Directors, and they shall serve for aminimum term of two (2) years.
6.03 Nomination of the Board of Directors, Directors shall be nominated by any member of the Organization with the objective of having representation of all four (4) ethnic groups from the state. Members may submit names of recommended Board members at the
Annual meeting or at regular meetings.
6.04 Confirmation of the Board of Directors. During the Annual Meeting or Regular meetings, the Board shall affirm the nomination of members to the Board of Directors.
6.05 Ratification and Installation of the Board of Directors. During the Annual meeting the membership shall ratify the affirmed Board members and the Directors shallbe officially
installed.
6.06. Removal of Directors, No Director shall be removed from office except for cause
after a hearing before a meeting of the Board expressly called for the purpose of removing the
Director, and upon an affirmative vote of three-fourths (3/4) of the Board of directors voting,
except that Board Members with two (2) consecutive unexcused absences may be removed
without a hearing upon an affirmative majority vote.
6.07 Resignation of Directors, Any Director may resign at any time by submitting in
writing a letter of resignation to the President and Secretary of the Corporation. Such resignation
shall take effect at the time therein specified, and. unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
6.08 Vacancies. Vacancies on the Board of Directors shall be filled in accordance with
the provisions of paragraph 6.03.
6.09 Meetings. Regular or special meetings may be called by the President or at the
written request of three-fourths {3/4) of the Directors. The Board of Directors shall meet at least
annually.
A regular meeting of the Board of Directors shall be held without other notice than this Bylaw
during the Annual Conference. The place of such regular meeting shall be the same as the place
of the Annual Conference, or at such other place as announced.
A regular meeting of the Board of Directors shall be held after the annual meeting.The place of

such regular meeting shall be in the next year's Annual Conference, or at such other place as
announced at the Annual meeting.
The Board of Directors may provide, by resolution, for the holding of additionalmeetings
without other notice than such resolution.
6.10. Notice: Waiver. Notice of each meeting of the Board of Directors (unless
otherwise provided in or pursuant to Section 6.09) shall be given by telegram to such Director
at the address on record with the Corporation: by word of mouth, telephone personally to the
Director, in each case not less than forty-eight (48) hours prior thereto. Notice shall be
deemed delivered by mail twenty-four (24) hours after the time deposited in the United States
mail so addressed, with postagethereon prepaid. If notice is given by telegram, such notice shall
be deemed delivered when the telegram is delivered to the transmitting agency. Whenever
any notice is required to be given to any Director of the Corporation, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by the Director entitled
to such notice shall be deemed equivalent to thegiving of such notice.
6.11 Agenda. In the call of a regular or special meeting of the Board of directors, the
secretary shall include an agenda of the business to be transacted.
6.12. Quorum. Except as otherwise provided, most of the number of Directors set forth
at 6.02 shall constitute a quorum for the transaction of business.
6.13. Manner of Acting. The act of a majority of the Directors 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 law or by these Bylaws.
6.14. Conduct of Meetings, The President, and in his or her absence, the Vice
President. and in their absence, any person chosen by the members present shall call the meeting
to order and shall act as chairman of the meeting, and the Secretary of the Corporation shall
act as Secretary of all meetings, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as Secretary of the meeting.
6.15. Officers, Officers of the Board shall be President, Vice President,Secretary and
Treasurer.
6.16. Proxies, Votes, Each Director shall have one (1) vote on all mattersdiscussed
by the Board. Voting may not be done by proxy.
6.17. Unanimous Consent Without a Meeting. Any action required or permitted by the
Articles of Incorporation or Bylaws or any provision of law to be taken at a Board of directors
Meeting, may be taken without a meeting if a consent in writing, siting forth the action taken,
shall be signed by all of the members entitled to vote respect to the subject matter thereof.
6.18 Conflict of Interest. Any duality of interest or possible conflict of interest on
the part of any Director of the Corporation shall be disclosed to the other Directors and made a
matter of record through an annual procedure and when the interest becomes a matter of the
Board or Executive Committee action. Any Director having a duality of interest or possible
conflict of interest on any matter shall not vote or use his or her personal influence on the
matter and he or she shall not be counted in determining the quorum for the meeting even where
permitted by law. The minutes of the meeting shall reflect that a disclosure was made as well
as the abstention from voting and quorum situation.
Furthermore, a Director shall not be a participant in a transaction with the Board which will inure

to his or her private benefit without the unanimous consent of the Board of Directors. The
foregoing requirements shall not be construed as preventing the Director from briefly stating his
or her position in the matter nor from answering questions of other Directors since his or her
knowledge may be of great assistance.
6.19. Compensation. The Board of Directors, by affirmative vote of most of its
members may establish reasonable compensation of all Directors for services to the corporation
as Directors, officers, or otherwise. A member shall not be employed when there is a conflict
of interest.

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ARTICLE VII
EXECUTIVE CLOMMITTEE

7.1. Powers and Functions. Between meetings of the Board of Directors or
meetings of the Membership, the Executive Committee shall, subject to the approval of the
Board of Directors, have authority to act for the Corporation: provide for an annual audit of
Corporation funds by a certified public accountant:and perform such other duties as the Board of
Directors may from time-to-time determine or set forth in these Bylaws. The Executive
Committee shall promptly report to the Board of Directors on actions taken in carrying out
its functions.
7.2. Composition. The Executive Committee, or Board, shall consist of President,
Treasurer, Secretary or their designee.
7.3. Meetings. The Executive Committee may meet at least quarterly.
7.4. Special Meetings. Special meetings may be called by the President or at the
written request of any three (3) members of the Executive Committee. Nothing herein
shall be construed to preclude meeting by a conference telephone call.
7.5. Notice. Notice of Executive meetings is hereby given in 7.03, unless
otherwise determined by the Executive Committee. Notice of any special meetings shall be
given at least five (5) days prior thereto. Notice shall be deemed to have been given at
such time as it is deposited ln the United States mail in a sealed envelope addressed to each
member at his or her address as shown by the records of the Corporation: with postage
thereon prepaid. Attendance of a Director at any meeting shall constitute a waiver of notice
of such meeting, except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully called or
convened. The business to be transacted at the meeting need not be specified in the
notice or waiver of notice of such meeting, unless specifically required by law or by these
Bylaws.
7:06 Quorum. A majority of the members of the Executive Committee shall constitute a quorum.
The Chairman of the Executive Committee shall not vote except in the event of a tie.

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ARTICLE VIII
OFFICERS

8.01 Number, the principal officers of the Corporation shall be President, Vice President,
Secretary and Treasurer. Each of whom shall beelected by the board of Directors. Other officers
and assistant officers as may be deemed necessary may be ratified or appointed by the Officers.
Any two or more offices may be held by the same person, except the offices of President and

Vice President, and President and Secretary.
The duties of the officers shall be those enumerated herein, and any further duties designated by
the Executive committee.The duties herein specified for officers may be temporarily transferred
and vested in such other officers as the Executive Committee and the membership shall elect or
appoint. Should such temporary appointment be for such periods exceeding 6 months, the
appointment shall be reviewed.
8.2. Election. Officers shall be elected at the Annual Meeting of the Corporation by a
majority vote of the Board of Directors after newly recommendedDirectors have been duly
affirmed. The Board of Directors may not elect any Director to more than one (1) office.
8.3. Officers shall serve a minimum of two (2) years.
8.4. Removal. No officer shall be removed from office except for cause, after ahearing
before a duly called meeting of the Executive Committee expressly calledfor the purpose and
upon an affirmative vote of two-thirds (2/3) of Directors provided a quorum is in attendance.
8.5. Resignation of Officers. Resignation of an officer shall be made by submitting in
writing a letter of resignation to the President and Secretary of the Corporation. Such resignation
shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of
such resignation shall be necessary to make it effective.
8.6. Vacancies. A vacancy in any principal office because of death, resignation,removal or
otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. The
Executive Committee may delegate the duties of a vacantoffice to another Director pending
the election by the Board of Directors of an officer from the directors to fill the vacancy at a
duly called meeting.
8.7. President. The President shall be the chief executive officer of the Corporation and
subject to the control of the Board of Directors, shall in general supervise and control all the
business and affairs of the Corporation. The President shall, when present, preside at all
meetings of the members and shall preside at all meetings of the Board of Directors. He or she
shall have authority, subject to such rules as may be prescribed by the Board of Directors, to
appoint such agents and employees of the Corporation as s/he shall deem necessary, to prescribe
their powers, duties, and compensation, and to delegate authority to them. The President shall
have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds,
contracts, leases, reports and all other documents or instruments necessary or proper to be
executed during theCorporation's regular business, or which shall be authorized by resolution of
the Board of Directors. The President may authorize the Vice President or other officer or agent
of the Corporation to sign, execute and acknowledge such documents or instruments in his or
her place. In general, s/he shall perform all duties incident to the office of the chief executive
officer and such other duties as may be prescribed by the Board of Directors from time to
time.
8.8. Vice President. The Vice President shall perform all the duties of the President in
the event of the President's absenceor disability, subject to all the restrictions upon the
President.
8.09. Secretary. The Secretary shall give, or cause to be given, due notice of all
meetings of the membership of the Corporation, of the Board of Directors and of the Executive
Committee; shall record and keep, or cause to be recorded and kept, in a minute book, a
permanent file of all meetings of the full membership, the Board of Directors and

Executive Committee; shall record and keep, or cause to be recorded and kept in the minute
book a permanent file of all Bylaws, operating procedures and other documents concerning
the operation of the Corporation and shall maintain or cause to be maintained a current list of
members, committees, Directors, or Officers. In the absence of the Secretary, the Vice President shall assume those responsibilities. "8.10. Treasurer. The Treasurer shall be responsible for collecting and recording the receipt of
dues from the Membership; shall.be responsible for recording other monies received from any
other source; shall be responsible for paying all debts properly incurred by the Corporation;
shall.be responsible rendering a report on the financial condition of the Corporation at the
Annual Meeting and at such other times as may be requested by the Board of Directors or by the
Executive Committee of the Corporation.

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ARTICLE IX
_ COMMITTIES
9.01. Appointment and Composition. The President of the Board of Directors of the
Corporation shall appoint the members of all Standing and Special Committees subject to the
approval of the Executive Committee. All Standing Committees shall be composed of Directors
and members of the Corporation. Special Committees shall consist of Directors or members of
the Corporation. The President of the Board of Directors shall appoint the Chairs of Special
Committees subject to the approval of the Executive Committee.
9.02 Quorum. A majority of the voting members of each Committee shall
Constitute a quorum.
9.03. Committee Reports. Standing and Special Committees shall regularly submit
such written reports of their activities as required by the Board of Directors and shall also report annually to the Membership at the Annual Meeting.

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ARTICLE X
PENALTIES

10.1. Non-Payment of Dues; ·Any member being in arrears for dues for two
months, or more, due notice having been given, shall be dropped from membership.
10.2. Removal from Office. Any elected officer or member of Committee who fails to
attend three (3) consecutive meetings without good cause or fails to discharge her assigned
duty shall be removed from office or committee membership by the Board of Directors or
Executive Committee. ·

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ARTICLE XI

CONTRACTS, LOANS, CHECKS & DEPOSITS. GIFTS
11.1. Contracts, The Board of Directors may authorize any officer or officer’s agent
or agents to enter into any contract or execute or deliver any instrument in the name of and on
behalf of the Corporation, and such authorization shall be confined to specific instances,
and be in writing
11.2. Indebtedness, No indebtedness or obligation shall be incurred by any Program in the name of the Corporation and the Corporation shall not be responsible for any indebtedness or obligation incurred by any Program, its officers or agents without the express written consent of Board of Directors of the Corporation.
11.3. Loans. No indebtedness for borrowed money shall be contracted onbehalf of the
Corporation and no evidence of such indebtedness shall be issued in its name unless authorized
by or under the authority of a resolution of the Board of ·Directors. Such authorization shall be
confined to specific instances.
11.04.Checks,·Drafts.·Etc. All checks, drafts, and orders for payment of money out of the
funds of the Corporation and all notes and other evidence of indebtedness of the Corporation

shall be signed on behalf of the Corporation in such a manner as shall be determined from time-
to-time by the Executive Committee, subject to the approval of the Board of Directors. In the

absence of such determination by the Board of Directors, such instruments shall be signed by the President and
countersigned by the Secretary of the Corporation.
11.05 Deposits, The funds of the Corporation shall be deposited from time-to-time as
determined by the Executive Committee, subject tothe approval of the Board of Directors, to the
order of the Corporation. 11.06. Gifts. The Board of Directors may accept on behalf of the Corporation any
contribution, gift, bequest or device for the general purposes or for any special purpose of the
Corporation.

 

ARTICLE XII
DISSOLUTION
12.1. Dissolution. Upon dissolution of the Corporation or final liquidation, the
assets of the Corporation shall be distributed as follows: (1) all liabilities and obligations of the
Corporation shall be paid, satisfied, and discharged or adequate provision shall be made therefore;
(2) assets held by the Corporation upon conditions requiring return, transfer or conveyance,
which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed
in accordance with such requirement; (3) the remaining assets, if any, shall be distributed
exclusively to charitable organizations which would then qualify under the provisions of 501
(c)(3) of the Internal Revenue Service Code and itsregulations as they now exist or as they may
hereafter be amended.

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ARTICLE XIII
AMENDMENT OF BYLAWS

13.01 Amendment by Membership. Any member or group of members of the Corporation
may propose an amendment to the Bylaws by submitting the proposed amendment to the
Board of Directors ninety (90) days prior to the Annual Meeting. The Board of Directors
must submit a written recommendation on the proposed amendment to all members at least
sixty (60) days prior to the Annual Meeting. The proposed amendment shall be adopted
·upon a two-thirds (2/3) vote of those members eligible and voting at the Annual Meeting.
13.02 Amendment by the Board of Directors. Between Annual Meetings these Bylaws may be
amended with the approval of three-fourths (3/4) of all Directors of the Board of Directors of the
Corporation. The proposed amendment must be submitted in writing to all Directors for at least
thirty (30 days prior to the vote of the Board of Directors on said amendment. Any amendment to
the Bylaws by the Board of Directors must be made available in writing to all members at least
sixty (60 days prior to the Annual Meeting at which the Membership shall either ratify or modify
the amendment upon two-thirds (2/3) vote of those members eligible and voting.