WHEC BY LAWS
THE WOMEN'S HEALTH AND EDUCATION ORGANIZATION, INC.
WOMEN'S HEALTH AND EDUCATION CENTER (WHEC)
NGO in Special Consultative Status with ECOSOC of the United Nations
Name and Location
1.1 Name: The name of this non-profit organization is, THE WOMEN’S HEALTH AND EDUCATION ORGANIZATION, INC. Its acronym is: WHEO, Inc. It is at WOMEN’S HEALTH AND EDUCATION CENTER (WHEC), NGO in Special Consultative Status with the ECOSOC of the United Nations. Their web-site domain name is: WomensHealthSection.Com.
1.2 Location: The principal office is in Longmeadow, Massachusetts (USA). The Board of Directors may change the location of the principal office, upon filing a certificate with the Secretary of State of The Commonwealth of Massachusetts (USA).
2.1 Purpose: The Corporation is operating as a non- profit organization for the purpose of supporting and improving the educational opportunities and general health of women and particularly women of the developing countries.
3.1 Members: Any persons or institutions interested in the purpose of the corporation shall be eligible for membership. The Board of Directors may from time to time establish such classes of membership as may be appropriate. In any event, all members, regardless of classification, shall have equal voting rights.
3.2 Membership Contributions: The Directors may from time to time establish membership contributions for the various classes of membership. Notices of annual membership contributions shall be sent, to all members. Any member who fails to pay the applicable membership contribution, within three months, following the sending of notice shall be dropped from membership, and shall lose all privileges of a member of the corporation.
4.1 Annual Meeting: The annual meeting of the corporation shall be held on the third Thursday on September of each year or at such other time in the month of September as the Directors shall determine. The annual meeting may be held at the principal office of the corporation, or at such other place as the Directors may determine.
4.2 Special Meetings: Special meetings of the corporation may be called by the President, a majority of the Directors, or upon written request of the majority of the members of the corporation delivered to the President.
4.3 Notice: All meetings of the corporation shall be called by giving not less than one week's notice to each member of the corporation by mail so far as their addressed may be known or by publication of a notice in a newspaper published in Springfield, Massachusetts.
4.4 Quorum: A simple majority of members eligible to vote shall constitute a quorum for the transaction of all business.
Board of Directors
5.1 Number and Election: The Board of Directors shall consist of the President, the Secretary, the Treasurer and not less than three and not more than ten other members of the corporation elected annually by the members at the annual meeting.
5.2 Tenure: The Directors elected at any annual meeting shall be elected for three years or such shorter length of term as will cause the term of office of approximately one third of the elected members of the Board to expire each year. No Director shall serve for more than six consecutive years, except that an officer may, if re-elected, continue to serve in that office for not more than three additional consecutive years. Directors who have served the maximum term may be re-elected to the Board after an interval of not less than one year.
5.3 Meetings: Meetings of the Board of Directors shall be called by the President, or upon the written request of three Directors.
5.4 Notice: Notice of all meetings of the Board of Directors shall be mailed to each Director at least seven days prior to the date of any meeting.
5.5 Quorum: A simple majority, or, if there are more than ten Directors, one-third of the then in office, shall constitute a quorum.
5.6 Powers: The Board of Directors shall have the general direction, control and management of the property and the affairs of the Society except such as are to be exercised exclusively by the members of the corporation by law or by these By-Laws.
5.7 Audit: The Board of Directors shall arrange for an annual audit of the accounts of the Treasurer and the financial affairs of the corporation.
5.8 Honorary Directors: Any Director who has served as a Director for not less three years may be elected an Honorary Director at an annual meeting. An Honorary Director shall hold office for the remainder of his or her life, unless re-elected an active Director or removed for good and sufficient cause by vote of the members of the corporation. Honorary Directors shall not be voting members of the Board of Directors. (The Honorary Chairperson shall not be considered an Honorary Director).
6.1 Number and Election: The officers of the corporation shall be a President, a Secretary and a Treasurer. The officers shall be elected annually by the members at the annual meeting and shall hold office for two years, and until their successors are elected. Officers may be re-elected. The Directors may fill vacancies in any office until the next annual meeting.
6.2 Honorary Chairperson and Chairperson: The Honorary Chairperson and the Chairperson shall have the usual duties of their respective offices and such other duties as may be assigned to them from time to time by the Directors. There is no limit other than the limit placed on the term of any other Directors to their term.
6.3 President: The President shall have the usual duties of such office and such other duties as may be assigned to them from time to time by the Directors. The President shall be a member of all Committees ex officio. No President shall be elected by the members to the same office for more than six consecutive terms. The President shall be executive officer of the corporation and, subject to the instructions of the Board of Directors, shall be responsible for the general operation of the corporation. So far as possible, the President shall attend all regular meetings of the corporation, the Board of Directors, and Standing Committees. The President shall prepare agendas for the annual meeting and special meetings of the corporation and for meetings of the Board of Directors. The President shall supervise the services of any employees.
6.4 Secretary: The Secretary shall record and maintain records of all proceedings of the corporation and of the Directors. These records shall be kept at the principal office of the corporation, and shall be open at all reasonable times to the inspection of any member. The Secretary shall be responsible for notices of annual meetings and special meetings of the corporation and meetings of the Board of Directors.
6.5 Treasurer: The Treasurer shall be the chief financial officer and the chief accounting officer of the corporation. The Treasurer shall be in charge of the corporation's financial affairs, accounts, funds, securities and valuable papers, and shall keep full and accurate records thereof. The Treasurer shall supervise the keeping of correct records of receipts and expenditures in books maintained by the corporation. The treasurer shall present a report of the financial activities of the Society at each annual meeting. If required by the Directors, the Treasurer shall give bond for the faithful performance of the duties of the office in such sums and with such surety of sureties as the Directors may direct.
6.6 Vacancy: In the event of a vacancy in any office, the Directors elect one of their numbers to fill that office until the next annual meeting.
7.1 Standing Committees: The Standing Committees of the corporation shall be Executive Committee, Nominating Committee, Finance Committee, Medical Advisory Committee and Educational Advisory Committee.
7.2 Executive Committee: The Executive Committee shall consist of the Chairman, the President, the Secretary, the Treasurer, and such other Directors as the President, with consent of the other Directors, may appoint for a term of one year. Directors may be reappointed. Two thirds of the members of the Executive Committee shall constitute a quorum for the transaction of business. Except as otherwise provided by law or by these By-Laws, the Executive Committee shall have and exercise all the powers of the Board of Directors during the intervals between meetings of the Directors. All actions of the Executive Committee shall be considered for ratification or confirmation at the next successive meeting of the Board of Directors.
7.3 Nominating Committee: The Nominating Committee shall consist of three members of the corporation, who need not be Directors. One member shall be elected each year at the annual meeting of the corporation for a term of three years. Any vacancy before the end of a term shall be filled by appointment by the President until the next annual meeting, at which time a member shall be elected to fill the balance of that term. No member of the Nominating Committee shall serve for more than six consecutive years.
The Nomination Committee shall nominate one of more candidates for each office to be filled at the annual meeting of the corporation, including the Nominating Committee. At least one month before the Annual Meeting, the Nominating Committee shall file all nominations with the President, who shall immediately communicate those names to the Board of Directors.
Nominations for any office to be filled at the Annual Meeting of the corporation may also be made by papers signed by three or more members of the corporation filed with the President at least two weeks before the Annual Meeting. Immediately upon receiving such nominations, the President shall immediately communicate those names to the Board of Directors.
7.4 Finance Committee: The members of the Finance Committee shall be appointed by the President to serve terms of three years, or such shorter length of term as will cause the term of office of approximately one-third of the members to expire each year. Members need not be Directors, and may be reappointed. The Finance Committee shall advise the Treasurer concerning the investment and management of the corporation's funds and securities, and provide such additional advice and assistance as the Treasurer may request.
7.5 Medical Advisory: The members of Medical Advisory Committee shall be appointed by the President to serve terms of three years, or such shorter length of term as will cause the term of office of approximately one-third of the members to expire each year. Members need not be Directors, and may be reappointed. The Medical Advisory Committee shall advise the Board of Directors on those medical matters and of medical opportunities which it thinks the corporation should engage in furtherance of its stated purpose.
7.6 Educational Advisory Committee: The members of the Educational Advisory Committee shall be appointed by the President to serve terms of three years, of such shorter length of term as will cause the term of office of approximately one-third of the members to expire each year. Members need not be Directors, and may be reappointed. The Educational Advisory Committee shall advise the Board of Directors on those educational matters and of educational opportunities which it thinks the corporation should engage in furtherance of its stated purpose.
7.7 Other Committees: The President may appoint such other committees as the President and the Directors shall determine from time to time to be advisable and necessary. The chairperson of each such committee shall be a Director, but the other members of the committee need not be Directors. Members may be reappointed to such committees. Except as otherwise specifically set forth in these By-Laws, committees shall have such duties as may be assigned to them from time to time by the Directors.
8.1 Fiscal Year: The Fiscal year of the corporation shall begin on the first day of January in each year.
8.2 Accounts: The monies of the corporation shall be deposited in the name of the corporation in such banks or other financial institutions as the Directors shall designate. Funds shall be drawn only by checks or orders signed by such persons as the Directors shall designate.
8.3 Restrictions: The corporation is organized exclusively for charitable and educational purposes as specified in Section 501(c)(3) of Internal Revenue Code, as from time to time amended, herein after referred to as the code, and it shall not be operated for profit, and the corporation will nor carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under the code.
No part of its net earnings shall inure to the benefit of any member, director or any officer of the corporation or any private person, except that reasonable compensation may paid for services rendered to or for the corporation. No officer, director or member of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
No part of the corporation's activities shall be the carrying on of propaganda or otherwise attempting to influence legislation or in intervening in any political campaign on behalf of any candidate for public office.
Upon dissolution, all of the remaining assets and property of the corporation, after payment of necessary expensed thereof, shall be distributed to another corporation exempt under said section of the code, to be applied by such other corporation for those purposes of that corporation that are most similar to the purposes of this corporation, and no member or officer of this corporation shall profit thereby.
9.1 By the Directors: These By Laws, or any subsequent By-Law adopted by the Directors the members, may be amended or repealed by vote of two-thirds of the Directors then in office, except with respect to any provision of any By-Law which by law, the corporation's Articles of Incorporation, or these By Laws, require action by the members of the corporation. Written notice stating the substance of any such amendment or repeal shall be given to the members not later than the annual meeting next following the vote of the Directors to amend or repeal.
9.2 By the Members: These By Laws, or any subsequent By Law adopted by the Directors or members, may be amended or repealed by vote of two-thirds of the members present at any meeting of the corporation. Written notice that the subject of amending or repealing By Laws is to come before the corporation shall be included in the notice of such meeting.
9.3 Restrictions: No amendment may be made which affects the non-profit status of the corporation or affects the disposition of assets on dissolution of assets on dissolution to another non-profit and income-tax-exempt organization.
Dedicated to Women's and Children's Well-being and Health Care Worldwide