OWIN Contitution

 

CONSTITUTION OF OXFORD WOMEN IN NETWORKING (OWIN)

OWIN will be governed by this Constitution. Governing documents will be publicly available via OWIN website www.owin.ca 

OWIN’S Vision:  To be the forum for women to develop personally and professionally.

OWIN’S Mission: To respect every woman as an equal and encourage her to grow.

OWIN’S Strategy: To create opportunities to learn and grow through mentoring, events, teamwork, networking and friendships in a non-competitive environment.

OWIN’S Fiscal Year shall run June 1 – May 31. Annual financial statement will be presented at the Annual General Meeting, held in conjunction with the first regular meeting in September.

Membership

1. Membership in Oxford Women in Networking (OWIN) is open to all women.

2. It is expected of all members to be respectful of all members in a non-competitive environment, positive encouraging manner and to continue the integrity of OWIN whether through spoken words, actions or in writing.

Membership Fees

1. The amount of membership fees shall be reviewed by the OWIN Board yearly, and adjusted as appropriate to ensure the sustainability of the organization. 

2. Membership is individual. Each member is eligible to buy one “ticket”, for any OWIN Event, at the membership rate and that one “ticket” can be transferable.

 Termination of Membership

1. Membership will be considered terminated in the event of non-payment of membership fees within 30 days of the annual renewal date.

2. Any member who infringes upon the rights of another member, or who publicly undermines OWIN, or its members, will be subject to having their membership revoked. In the event that a member wishes to lodge a grievance against another member, a written complaint is to be presented by that member at the next meeting of OWIN’S Board of Directors.  An informal review, and follow up discussions with the members involved as necessary, will be undertaken by the Board. In the event that the grievance is judged to have merit, a motion for termination will be presented to the Board. Majority rule will govern any agreement for termination. Membership termination will be immediate.

OWIN Board of Directors (referred to as Board)

1. Under the OWIN Constitution, the Board of Directors will consist of up to 15 members. The term of each Director shall be for 2 years. At the end of 2 years, the Director may choose to resign or run for a further 2 year term for a maximum of 4 years in that role, and to a maximum of 8 consecutive years on the Board (at the discretion of the Nominating Committee). A member, who has had a hiatus of at least one year, shall be eligible to be re-elected to the Board. The duties of Board members shall be such as are implied by their respective titles and such as are specified in this constitution.

2. Members of the Board may not use their position on the Board of OWIN to an unfair advantage, relative to all members of OWIN. This shall include the promotion of one’s own business, or special interest, while representing the Board at meetings (including speaking from the podium) in their role as a Board member. This shall also include, and not be limited to, written communications including newsletters, social media postings, and all communications representing a Board position.

 3. Each Board member is expected to attend the monthly Board meetings during their term. Each Director is to submit a monthly written report to the Secretary in a timely manner so that she may distribute all monthly reports to all Board members, at least 48 hours in advance of the monthly Board meeting. It is the responsibility of each Board member to ensure that their Director has appropriate information to submit a report.

4. Absence of three (3) Board meetings of any Board member will initiate a discussion regarding the validity of such member’s participation on the Board. It is understood that dismissal from the Board is the potential outcome of that discussion.

5. It shall be the duty of the Board to consider the affairs of OWIN in accordance to the Constitution, by-laws and policies laid down by OWIN and to report to the membership all matters of interest directly related to OWIN. 

6. Two of five signatures are required for signing documents and cheques. Approved signatures are that of (2) the President, Vice President, Secretary, Treasurer, and Past President.

7. The President shall preside at all meetings of OWIN and the Board. She shall oversee all activities of OWIN, to ensure that all members and guests receive full value from their participation, that all volunteers are acknowledged and recognized for their contribution and that all sponsors are appropriately thanked for their support. She will manage succession of the Board so that there is continuity of the organization and she may automatically assume the position of Past President following her term as President.

8. The Vice-President will assume the President’s position in the absence of the President. She may assume the President’s position if no other member has been designated. The Vice-President must have served at least one full term on the Board prior to being nominated for the position. She will assist in managing a smooth transition for incoming Board members – most particularly the Vice President. If any position has not been filled, or has been vacated on the Board, the Vice President may fill the position for the term, upon consultation with the President. However, the Vice President is allowed only one vote. She will be required to submit a monthly report for both positions.

9. The Past President is expected to provide mentorship and guidance to the Board, throughout the year, and to Chair the Nominations Committee.  The Past President is responsible for the AGM and for procuring an auditor by the end of June. If any position has not been filled, or has been vacated on the Board, the Past President may fill the position, upon consultation with the President. However, the Past President is allowed only one vote. She will be required to submit a monthly report for both positions.

10. The Secretary takes minutes of the business portion of meetings for distribution to Board members within 48 hours after the meeting and to members upon request. All Directors’ reports are to be received by the Secretary and distributed to Board members no less than 48 hours prior to Board meeting for Board review prior to the meeting.

11. The Treasurer manages the finances of OWIN and provides reconciliation of funds for OWIN. This shall include preparation of the annual operating budget for OWIN for approval by the Board. Annual financial statement will be presented at September’s Annual General Meeting.  The Treasurer will work with the Auditor for presentation of the financial report at the September Annual General Meeting.

12. The Membership Director and Membership Co-Director(s) are expected to attract, nurture and retain members. They shall both engage the community to build awareness of OWIN and the benefits of membership. In collaboration with Events and Communications, the Membership Director shall prepare and distribute an annual survey to assess member satisfaction, determine topics of interest for the membership, and assess interest in various program options, to help committees develop programs most suited to OWIN membership.

13. The Communications Director and Communications Co-Director(s) ensure that the members and the community are aware of OWIN and its events and encourage participation in the events and in membership.

14. The Events Director and Events Co-Director(s) plan four traditional events per year, plus at least two business focused events to be determined, to provide Members and guests the opportunity to meet, network, learn and grow both personally and professionally.

15. The Sponsorship Director and Sponsorship Co-Director(s) engage the community to build awareness of OWIN, the benefits of advertising with OWIN and of sponsoring OWIN Events.

16. The Director At Large is a past Board member who serves on the Board in a support position. They have voting privileges.

17. Resignation from the Board may occur, or be requested by the Board, if a Board member does not fulfill the expectations of their Board position. If a vote is required for removal of a Board member there must be a two/thirds vote of the present Board Members for removal to occur. 

Committees

Special Committees may be set up as the need arises and when the purposes for such committees have been accomplished, the committee shall be dissolved (i.e. Constitution Committee, Nomination Committee etc.)

Nominations and Elections

1. The Chair of the Nominating Committee (Past President) shall select two members who are not on the Board to serve as members of the Nominating Committee.

2. The NOMINATING COMMITTEE shall adhere to the following schedule:

Call for Nominations

April 1

Close of Nominations

April 30

Distribute Slate of Nominees to all members

May 7

Vote on Slate of Nominees by show of hands.

May meeting or such other designated meeting for this purpose.

3. In the event there are multiple candidates for a single position, a secret ballot will be cast at the May meeting and the candidate receiving the majority of votes cast shall be declared elected.

4. It is at the discretion of the Nominating Committee to select the appropriate nominee for the Director positions. Those members who were not voted into a Board position will be put on a waiting list.

5. If a position becomes available during a term, those on the list will be considered as candidates to fill an open position. If the roles of President, Treasurer, Vice President, and Past President are vacated due to unforeseen circumstance, only members with appropriate backgrounds on the OWIN Board, and in good standing will be considered.

6. Vacancies in positions shall be filled at the discretion of the President with input from the Board for the remainder of the term.

Meetings

1. Each year, OWIN will host four traditional meetings (the Annual General Meeting in conjunction with the first regular meeting of the year). Plus, a minimum of two business focused events, and an annual Trade Show will be hosted.

2. a) Trade tables will be available to OWIN members, on a first come first serve basis, at OWIN dinner meetings (where possible).  These trade tables are to be used to promote OWIN members’ own business, products, and services; trade tables may not be used for non-member interests, fund raising or other non-member purposes without prior approval by the OWIN Board. In lieu of an extra fee for a trade table, members that procure a trade table must provide a gift (or service) that has a retail value of a minimum of fifty dollars ($50) to be given away during the event. The opportunity to promote the members’ business will be done at the trade table, during the allocated networking time. There will not be any time provided at the podium. The draw for the table gift will be done at the trade table, when the MC indicates, and is appropriate.

2. b) A meeting sponsor, at an event, must provide a gift (or service) that has a retail value of a minimum of fifty dollars ($50). Those members who sponsor a dinner table have an opportunity during the event to promote their business at a specific time during the meeting, so the member has the full attention of attendees. This is usually done from the podium. There will be approximately one minute for each sponsor, and the time must be used only to discuss their business, unless previously agreed by the Board.

3. Special meetings may be called by the President, or by any five members, provided; the entire membership has been notified of the date and place for such meeting. The notice for a special meeting must be distributed to all members via email and must state the business to be transacted; and no business shall be transacted except that stated in the notice for the meeting. A summary of the business transacted must be submitted to the Secretary for distribution to Board members at least 48 hours prior to the next Board meeting.

4. Meetings of the Board occur monthly on a date to be agreed by the Board. In addition, a special meeting should be devoted to help new officers understand their role in relation to the work of OWIN.

5. Fifty percent (50%) of all Board members shall constitute a quorum at Board meetings. The president has no vote except in the case of a tie. There can be maximum 15 members on the Board per year.

6. Annual General Meeting (AGM) of OWIN shall be held in September of each year. This meeting shall be organized and run by the Past President in collaboration with the President and the Treasurer. At the AGM, an overview of the plan for the year ahead and the financial statements shall be presented to the membership.

7. Any motions must have a minimum of one/thirds vote of the OWIN members present at any meeting to accept motions at the meeting.

Amendments

The Constitution may be amended or repealed at the Annual General Meeting, or any regular or special meeting of members, by a one/third vote of members present, provided Notice of Motion has been sent to all members not less than 14 days before meeting.  A proxy will also be allowed for voting at the AGM, as well as at the event in May where the new board is presented to the membership for approval. The Past President must be advised seven (7) days in advance of the AGM if a member is designating a proxy for their vote, and whom the proxy is. For the May meeting, the Nominations Committee must be advised seven (7) days prior to the meeting, and who the proxy is.

Auditors

1. A member of OWIN, not currently a member of the Board, shall be appointed by the Board to act as Auditor(s) and approved by motion of the Board.

2. The Auditor shall review the accounts of the Treasurer, and ratify the financial report for presentation at the September Annual General Meeting.

The original document was adopted and approved by the OWIN membership on: April 30, 2012 by electronic vote

This document was amended, and approved by the OWIN membership on: September 9, 2014 by a show of hands at the Annual General Meeting.

This document was amended by the Board on August 31, 2015.

This document was approved by the OWIN membership at our AGM, September, 2015.