Professional Women of Colour Network (ProWoc) –  Bylaws

Art. 1 Name and Purpose

1.1 Name and residence
The name of this organization shall be Professional Women of Colour Network (ProWoc).

The association is based in Copenhagen, Denmark

1.2 The Purpose of the Organization

1.2.1 The main purpose of ProWoc Network is to strengthen the members’ ability and desire to take responsibility for their own lives and engage actively in community life to advance the personal and professional development of each of its members.

1.2.2 The organization wishes to increase the level of equity and equality of all persons in professional society by empowering its members and promoting a positive image of diverse professional women in Denmark.

1.2.3 The Organization through networking, social activities, education, training, outreach, partnerships, and collaboration with others, wishes to promote social cohesion, equity, and inclusion within professional society by promoting positive images of professional women of color in order to eliminate bias related to gender, race, and nationality.

1.2.4 The organization is run through various committees with project activities.

1.2.5 The organization may conduct fundraising in support of project activities.

1.2.6 The organization shall be registered as an ordinary Organization. The organization is an organization of general public interest.

Art. 2 Fiscal year

2.1 The organization’s fiscal year shall be from 1 January to 31st December.

Art. 3 Membership

3.1 Eligibility for membership:

3.1.1 Membership shall be open to anyone that supports the Organizations purpose as stated in Section 1.2 and demonstrates through professional and academic service a commitment to ProWoc’s value.

3.1.2 Membership is open to all professionals living in Denmark, ’professionals’ defined by education or demonstrated outstanding business and commercial interest/activities.

3.1.3 Passive membership is offered to public or private institutions or other individual persons with a strong interest in advancing the objectives of the organization.

3.2 Membership application and approval:

3.2.1 Membership in the organization is obtained by first completing the application form that is then evaluated for approval by the ProWoc Membership Committee.

3.3 Annual dues:

3.3.1 The annual dues are reviewed and set annually by the ProWoc Board.

Annual dues shall be paid each year and at the latest, within one month of the start of the fiscal year. Annual dues are prorated for new members dependent on the month of registration. Continued membership is contingent upon being up-to-date on membership dues. The ProWoc Board has the mandate to terminate the membership of members who are in arrears.

3.4 Rights of members:

3.4.1 Each member in good standing shall be eligible to appoint a proxy to cast the member’s vote in ProWoC Board elections.

3.5 Resignation and termination:

3.5.1 Any member may resign by giving written notice to the secretary; resignation is effective once acknowledged in writing. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.

3.5.2 A member can have their membership terminated by a simple majority vote of the Board if the person in question acts to the detriment of the Network.

The excluded member has the opportunity to present her/his exclusion at a general assembly where a general vote on the matter is done. The general assembly can confirm the exclusion with a simple majority.

Further, a member will be automatically excluded from the Network, if the member fails to pay membership in a timely manner.

Art. 4 Meetings of Members

4.1 Annual general meetings:

4.1.1 An annual general meeting of the members shall take place in the month of June; the specific date, time, and location of which will be designated by the Board. Members will be given 4 weeks’ notice before the meeting. Ideas and proposals to be discussed shall be sent to the secretary no later than 2 weeks before the meeting.

The standard agenda for the annual general meeting is as follows:

– Selection of meeting moderator
– The Board of Directors/President report
– Presentation and approval of financial statements and budget
– Determination of dues
– Election of board members
– Discussion of ideas and proposals received

4.2 Quorum:

4.2.1 The members present at any properly announced meeting shall constitute a quorum.

4.3 Voting

4.3.1 All issues to be voted on shall be decided – unless these articles of association or the law decide otherwise – by a simple majority of those present at the meeting in which the vote takes place.

4.4 Extraordinary general meeting:

4.4.1 An extraordinary general meeting may be convened at any time by the board of directors or if at least one-third (1/3) of the members so wish. Members should be given at least 2 weeks’ notice, but these meetings can be called at short notice and must contain an agenda.

Art. 5 Board of Directors

5.1 Board purpose, size, and qualifications:
The board is responsible for:

– Driving the vision and the strategy of the Network
– Ensuring the growth of the Network
– Establishing and maintaining the policies, governance, and profile, as well as the standards of the Network
– Leading the Network in accordance with these articles of the Network and the resolutions of the general meeting

The Board members must fulfill the membership criteria and have paid the membership dues.

5.1.2 The Board of Directors consists of 5-7 elected members, who shall constitute themselves and elaborate internal regulations for the board.

5.1.3 The purpose of the committees is to operationalize the vision, strategy, and objectives of the ProWoC Network. Members of committees are appointed by the committee director. Committee members must be ProWoc members in good standing.

5.1.4 Each Board member shall serve a two-year term until elections at a General Assembly. Board members (Vice President and Directors) may be re-elected for additional terms.

5.2 Vacancies:

5.2.1 When a vacancy on the board exists mid-term, the secretary must receive nominations for new board members from current board members two weeks in advance of a board meeting. These nominations shall be sent out to board members, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term after which section 5.1.4 comes into effect.

5.3 Resignation, termination, and absences:

5.3.1 Resignation from the board must be in writing and acknowledged by the secretary. Board member(s) may be terminated from the board due to excess absences and inability to perform duties satisfactorily. A board member may be removed for other reasons contravening section 1.2 by a two-thirds vote of the remaining board members.

5.4 Quorum:

5.4.1 A quorum must be attended by at least four (4) out of six (6) board members for business transactions to take place and motions to pass. Each board member has a single vote. In case of a tie, then the President makes the final decision.

No member of the Board is allowed to participate in the outcome or in which circumstances may give rise to doubt about the member’s impartiality.

5.5 Meetings:

5.5.1 The Board meets regularly. If a Board member cannot participate in a Board meeting, notice should be given to the secretary in writing, and then she must appoint a member of the committee headed by a said Board member to participate in her place.

Art. 6 Power to bind the Network

6.1 The President, the Vice President, or the Treasurer is the authorized signatory for financial and other commitments of the ProWoC Network and has the power to make binding agreements on behalf of the Network. The board can approve that the President, Vice President or the Treasurer can separately transact on behalf of the Network via credit card, debit card, or online banking.

Art. 7 Accounting and auditing

7.1 The Network’s accounting and subscription year follows the fiscal year.

Art. 8 The Network’s assets must be placed in a recognized bank.

8.1 Before the annual general meeting, the accounts must be audited by an auditor, who must be elected from among the members outside the Board.

8.2 The treasurer collects the annual dues and pays the bills approved by the Board. The treasurer is responsible for ensuring transparency in the accounts of the Network. The treasurer prepares the Network’s annual accounts.

8.3 Amendments

8.4 These bylaws may be amended when necessary by a two-thirds majority of the votes cast at an annual or extraordinary general meeting.

Art. 9 Dissolution

9.1 The Network can only be dissolved at a general meeting, which is convened with purpose in mind.

Art. 10 Dissolution of the Network requires adoption by a two-thirds majority of all the Network members. If this majority is not reached, the Board of directors is entitled to convene a new general meeting, at which dissolution can be adopted by a two-thirds majority of the members present.

10.1 Any assets at the time of the dissolution of the Network will be donated to a charity chosen by the Board.

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