By Laws

ARTICLE I – NAME

Section 1 – Name: The name of this organization is SUFFOLK COUNTY WOMEN’S  BUSINESS ENTERPRISE COALITION, hereinafter called  “SCWBEC”

ARTICLE  II – PRINCIPLES

Section 1 – Principles:  The general principles for which SCWBEC is organized are:

a) To ensure WBE firms to effectively compete for bids, contracts, and other enterprises with the Suffolk County government and other local municipal corporations and entities.

b) To document compliance with the Suffolk County Affirmative Action Plan, which may from time to time be amended.

c) To identify obstacles in the contract-procurement process

d) To advise the Suffolk County Office of Affirmative Action & Minority Affairs of the special needs of women entrepreneurs

e) To pursue activities which are lawful and consistent with the objective of the SCWBEC

ARTICLE III – POLICY

Section 1 – Policy: The SCWBEC, in cooperation with Suffolk County Office of Affirmative Action & Minority Affairs, shall be self-governing, no-profit, non-partisan and non-sectarian.

ARTICLE IV – MEMBERSHIP

Section 1 – Classes of Membership: Class of membership shall be:

A) Members: Regular membership shall be comprised of individual women business owners living or having a place of business in Suffolk County.  Regular members shall have full voting privileges and shall be eligible to hold office in the SCWBEC.   Individual women business owners are defined as follows:   A business enterprise, including a sole proprietorship, partnership or corporation that is:

1) At least fifty-one percent owned by one or more citizens or permanent resident aliens who are women;

2) An enterprise in which the ownership interest of such women are real, substantial and continuing

3) An enterprise in which such women ownership has and exercises the authority to control and operate, independently, the day-to-day business decisions of the enterprise; and

4) An enterprise authorized to do business in New York State and which is independently owned and operated

5) Franchise operations will be considered for membership on case-by-

6) case, based on IRS guidelines that incorporate the above;

B) Associate Members: shall be comprised of women business owners who have an interest in the SCWBEC and in furthering the principles of the SCWBEC but do not have a business or live in Suffolk County. Associate members shall not have voting privileges nor be eligible to hold office in the SCWBEC
 
C) Sponsors: shall be comprised of business firms having an interest in the SCWBEC and who have contributed significantly to the SCWBEC, and that may or may not be woman-owned. Sponsors, and/or their representatives, shall not have voting privileges nor be eligible to hold office in the SCWBEC unless they also meet the Regular Member requirements.

D) Resources: Governmental or Corporate entities that offer procurement opportunities: agencies that offer services or aid to women entrepreneurs.  (add “and who do not compete directly with member businesses”)

Section 2 – Dues: Any category of members may be subject to dues as to be determined by a majority vote of the Board of Directors

Section 3 – Resignation of Membership: Any member may resign her membership by filing a written resignation with Suffolk County Office of Affirmative Action & Minority Affairs, with a copy to the Chair & Membership Director of the SCWBEC, at their place of business.  Such resignation does not relieve the resigning member from the obligation to pay any dues or other charges theretofore accrued and unpaid.

Section 4 –  Member in Good Standing: A regular member is in good standing only if that member has attended at least three (3) monthly meetings in a calendar year and dues and other financial obligations are paid.  Until such time as required attendance at monthly meetings has been fulfilled and any dues or financial obligations are paid, the regular member is not eligible to serve on the Board of Directors and relinquishes any other right, explicit or implied, of regular membership.

ARTICLE V – BOARD OF DIRECTORS AND OFFICERS

Section 1 - Number, Qualification, Election, Term of Office: There shall be at least five (5) directors, each of who shall be at least 18 years old. The number of directors may be increased, (or once increased, may be decreased) by an amendment to these By-Laws passed by an affirmative vote of  a majority of a quorum of Board members in good standing.  

The officers of the SCWBEC shall be Chair, Vice-Chair (and may also include one or more Vice Chairs and such other officers as the Board of Directors may elect) Secretary and Treasurer.  An Officer or Board member may hold more than one office at one time in the SCWBEC.  A term of office is a period of one year.  One person may hold a maximum of two terms in any one position. Appointed period is not included in two-year term.

The Officers & Directors shall be elected at an annual meeting of the Members by an affirmative vote of a majority of a quorum of the Members in good standing  and a majority of those responding to a mail ballot.  Each Officer & Director shall continue in office until her successor is elected and qualified, or until she is removed or resigns.  No Officer and/or Director may remain in the same position for more than two successive years.
 
Section 2 - Vacancies: Any vacancy in the Officers or the Board of Directors arising at any time from any cause, including because of the authorization if an increase in the total number of Officers and/or directors, may be filled within thirty(30)days from the date upon which such vacancy occurs.  Such interim directors and officers may be elected at any meeting of the Board of Directors by an affirmative vote of a majority of the Officers and Directors  then in office.  Each Officer or Director, so elected, shall hold office until the election by Regular Members at the Annual Meeting and until the qualification of her successor.

Section 3 – Removal: Any Officer and/or Director may be removed, with cause, by an affirmative vote of a majority of a quorum of Board of  Directors in good standing. ex: missing three or more meetings in one term (installation to installation) qualifies as just cause.

Section 4 – Resignation: Any Director or Officer may resign at any time by giving written notice both to the Chair and Membership Director.  Such resignation shall become effective no less than thirty (30) days from the date upon which the notice is given. However, the Board of Directors and Officers, at their discretion, may accept the resignation as effective upon an earlier date state in such notice.

Section 5- Power and Duties: The Board of Directors shall have the general power to manage and control the affairs and the property of the SCWBEC, and shall have the full power by majority vote, to adopt rules and regulations governing the action of the Board of Directors and shall have full authority with respect tot the distribution and payment of monies received and owed by the SCWBEC from time to time.  The Board of Directors  shall insure that the SCWBEC adheres to the fundamental and basic purposes of the SCWBEC, as expressed in the By-Laws, as may from time to time be amended.,  The Board of Directors shall not permit any part of the assets of the SCWBEC to inure to the benefit of any director, office or other private person.

Section 6 –  Board of Directors Meeting Notice: The Board of  Directors shall meet monthly.  It shall be held at the Suffolk County Office of Affirmative Action & Minority Affairs or at such other place as the Board of Directors shall designate and at such time and date as they shall designate.  Notice of the hour, date and place of the  meeting shall be given by the Chair in writing addressed to each Director and given at least seven (7) days but not more than thirty (30) days before the meeting.

Section 7 – General Meeting Notice: General meetings of the membership shall be held at such time, date & place as may be determined by the Board of Directors   Notices of such  general meetings shall be given to all  members in advance at least seven (7) days but not more than (30) days before the meeting.

Section 8 – Special Meetings Notice: Special meetings of the Board of Directors and Officers may be held upon the call of the Chair, Vice Chair or other Officer, or by any director upon the written demand of not less than three members of the entire Board of Directors. Such meetings may be held at the Suffolk County Office of Affirmative Action & Minority Affairs or at such place as may be designated in the notice for such meeting.  Notice of the hour, date, place and purpose of any special meeting of the Board of Directors shall be given in writing by the Chair, and must be received by each Director at least two (2) days before the scheduled date for such special meeting

Section 9 – Participation by Conference Telephone: Any Director may participate in a meeting of the Board of Directors (or a committee thereof) by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other at the same time.  For the purpose of establishing a quorum, any director so communicating by conference telephone or similar communication shall be deemed present.

Section 10 - Quorum, Adjournments, and Notice: At all meetings of the Board of Directors, a majority of the Directors and Officers then in office shall constitute a quorum for the transaction of SCWBEC business. In the absence of a quorum at any meeting, a majority of the directors present may adjourn and reschedule the meeting, but otherwise may not conduct any SCWBEC business.  Notice
of the adjournment and rescheduling shall be given to all Directors who were absent at the time of the original meeting.  If the meeting was not rescheduled during the original meeting, notice shall be given to all directors. If at the rescheduled meeting a quorum of the Directors is present, then any business may be transacted which might have been transacted at the meeting as originally called.

Section 11 – Organization: The Chair of the SCWBEC shall preside at all meetings of the Board of Directors.  In the absence of the Chair, the Vice Chair shall preside.  The Secretary shall record minutes at all meetings of the Board of Directors.  In the absence of the Secretary, the presiding officer may appoint any person to act as Secretary at the meeting.

Section 12 – Voting: At any meeting of the Board of Directors, each Director and Officer present shall be entitled to one (1) vote.

Section 13 – Other Agents: From time to time, the Board of Directors may appoint such other agents, as it shall deem to be necessary to the SCWBEC, each of whom shall hold office this position at the pleasure of the Board of Directors.

Section 14 – Chair: Powers and Duties: The Chair shall preside at all meetings of the Board of Directors of the SCWBEC. The Chair shall have general supervision of the affairs of the SCWBEC and shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the SCWBEC.  The Chair shall have the power to sign alone unless the Board of Directors shall specifically require an additional signature and in the name of the SCWBEC, all contracts authorized either generally or specifically by the Board of Directors. She shall perform such other duties as shall from time to time be assigned to her by the Board of Directors.

Section 15 – Vice Chair(s): Powers and Duties: The Vice Chair(s, if any,) shall have such powers and duties as may be assigned to her by the Board of Directors.  In the absence of the Chair, the Vice Chair(s) in the order designated by the Board of Directors, shall in general perform the duties of the Chair.

ARTICLES VI – BOARD OF ADVISORS

Section 1 – Appointment: From time to time, the Board of Directors may appoint any number of persons as advisors to the SCWBEC to act either singly or as a committee or committees.  Each such advisor shall hold office at the pleasure of the Board of Directors and shall have only such authority or obligations as the Board of Directors may determine from time to time, Advisors have no voting privileges.
 
Section 2 – Compensation: No advisor of the SCWBEC  shall receive, directly or indirectly, any salary, compensation or emolument there from for any service he or she renders to the SCWBEC.  However, the Board of Directors may authorize reimbursement of the expenditures reasonably incurred by an advisor in the course of performing activities for the benefit of the SCWBEC.
                         

ARTICLE VII – BANK ACCOUNTS

The Officers of the SCWBEC are authorized to select such bank or  depositories as it shall deem to be proper for holding the funds of the SCWBEC. The Officers shall determine who will be authorized to sign checks, drafts or other orders for the payment of money, to sign acceptances, notes or other evidences of indebtedness or to enter into contracts or to execute and deliver documents and instruments on the SCWBEC behalf.

ARTICLE  VIII – AMENDMENTS

These By-Laws may be amended at any meeting of the Board of Directors by a vote of a majority of the Officers and Directors then in office.

ARTICLE IX – COMMITTEES

The Chair, on her own initiative or at the direction of the Board of Directors, may appoint additional committees for any purpose affecting the affairs, business, operations, or conduct of the SCWBEC.
 
Composition of Committees. All committees shall be composed of member of the Board of Directors and/or members from any of the classes of membership as enumerated in these By-Laws. The Chair shall serve as an ex-officio member of all committees.

ARTICLE X – RULES OF PROCEDURES

The rules of procedure at all meetings of the SCWBEC shall be the rules contained in Robert’s Rules of Order on parliamentary procedure, newly revised, so far as applicable and when not inconsistent with these By-Laws or with any resolution of the Board of Directors.