US WOMEN IN COFFEE BYLAWS

 

 US WOMEN IN COFFEE IS A MEMBERSHIP DRIVEN TRADE ASSOCIATION AND

OPEN TO ANY PROFESSIONAL IN COFFEE SUPPLY CHAIN.

 

Article 1: Name

The name of the organization is US WOMEN IN COFFEE Association (USWIC).

 

Article 2: Offices

The principal office of the USWIC shall be located within the Firedancer Coffee Consultants offices located at 165 East Commerce Drive, Suite 103, Schaumburg IL 60173

Article 3: Mission, Vision, and Objectives

Mission

We are a community that supports women coffee professionals, inspiring, empowering, and connecting women through local and regional engagement.

Vision

Create access and opportunity for future generations of women in the coffee industry.

 

Objectives

  • Further knowledge, education, and training for coffee professionals.

  • Building community by encouraging communication, understanding, and respect between coffee professionals.  

  • Focus the US WOMEN IN COFFEE voice in representing the International Women’s Coffee Alliance and its Chapters.

Article 4: Membership -

  1. Membership Criteria

    1. Anywhere in the coffee supply chain should be an integral part of your profession.

    2. Complete membership application.

    3. Pay yearly dues.

    4. Membership is open to anyone.

    5. Memberships are granted to individuals and companies.

    6. Members should have a passion for all things coffee-related.

  2. Annual Membership Dues

    1. Individual membership dues will be $120

      1. $20 of all individual membership dues received will be donated to the International Women’s Coffee Alliance.

    2. Company

      1. Company memberships have not yet been defined.  USWIC will create corporate memberships once the need arises.

  3. General Membership Meetings

    1. A meeting of the general US WOMEN IN COFFEE membership shall be held annually at a time and place chosen by the Executive Committee of the USWIC.  Webinar or similar online participation will be made available to members who are unable to attend in person.

Article 5: Board of Directors and Officers -

  1. Executive Committee

    1. A Twelve (11 votings) member Board of Directors shall consist of one Chairperson, one Vice-Chairperson, one 2nd Vice-Chairperson, one Secretary/Treasurer, seven other elected persons, and the immediate Past Chairperson, who shall serve in a non-voting capacity.

    2. There should be at least one person representing each of the United States' three primary regions (West Coast, Central, and East Coast). All shall be members of the US WOMEN IN COFFEE.

    3. The Executive Committee shall include four (4) officers, as described below.

    4. Board of Directors (BoD) and Officers shall be members of the US WOMEN IN COFFEE in good standing.

    5. The BoD may delegate assignments and management of projects to any person or group, including a committee, provided that one member of the BoD retains the responsibility for the action of such person or group and that the BoD shall in all cases be responsible for the direction of the US Women in Coffee.

    6. Officers shall serve one-year terms; Directors shall serve a two-year term and other committee members one-year terms, starting May 1st and finishing April 30th.

    7. After having served up to four consecutive years on the BoD, the same person shall not be eligible for re-election as a director for the next year, except for advancement to the Executive Committee.

    8. Board of Directors and Officers shall commit to the following for each year of their terms:

      1. Attendance and participation at IWCA Events (TBD), the annual US WOMEN IN COFFEE Board of Directors Executive in an annual meeting, the annual US WOMEN IN COFFEE General Membership Meeting, at least ¾ of the monthly BoD conference calls, and at least ¾ assigned US WOMEN IN COFFEE Committee calls

      2. At least 8 hours of volunteer work at US WOMEN IN COFFEE or USWIC sanctioned annually.

      3. Directors who do not meet these requirements may be removed from the BoD by a majority vote of the Executive Committee, at its discretion.

    9. Liability of Directors

      1. The USWIC’s general liability insurance shall cover the US WOMEN IN COFFEE directors for their services on behalf of the US WOMEN IN COFFEE. 

    10. Board of Directors Liaison

      1. All Committees of the USWIC shall have a BoD Liaison.  The Director is not required to Chair said Committee.

      2. The liaison shall be invited to all meetings and be copied on all minutes of meetings, emails, and conference calls.

    11. Books and Records

      1. The US WOMEN IN COFFEE BoD shall prepare and maintain correct and complete books and records of account and keep minutes of its Executive Committee and its committees' meetings. All books and records of the US WOMEN IN COFFEE may be inspected at any reasonable time by any member by submitting a request to info@uswic.org.

 

  1. Board of Directors Terms and Duties

    1. Chairperson:

      1. The Chairperson shall serve a one-year term and will have been Vice-Chairperson for the year immediately preceding his or her term of office. The Chairperson cannot be nominated to be Vice-Chairperson for the year, immediately succeeding in his or her office term.

      2. Organize and lead all Executive Committee meetings and communication.

      3. Organize and lead annual US WOMEN IN COFFEE general meeting.

      4. Maintain and follow-up on all US WOMEN IN COFFEE projects, tasks, and events with appropriate Committee members.

      5. Holds responsibility for calling emergency meetings, maintains accurate minutes in place of the Secretary/Treasurer.

      6. The Chairperson will be the main point of contact with the public on behalf of the US WOMEN IN COFFEE.

      7. Prepare and submit an annual report to the general membership. 

      8. This is a tie-breaking voting position only.

    2. Vice-Chairperson:

      1. The Vice-Chairperson shall serve a one-year term and have been 2nd Vice-Chairperson for the year immediately preceding his or her term of office. The Chairperson cannot be nominated to be 2nd Vice-Chairperson for the year, immediately succeeding in his or her office term.

      2. In addition to the duties described below, the Vice-Chairperson shall assume those duties of the Chairperson as the Chairperson shall delegate to him or her from time to time.

      3. The Vice-Chairperson shall assume all of the Chairperson's duties while the Chairperson is unable to perform them due to medical or other emergencies.

      4. The Vice-Chairperson's essential duties shall be to act as the liaison between all committee chairs and the Chairperson and to assume the duties of any committee or sub-committee chair when their positions are vacant.

      5. This is a voting position

    3. 2nd Vice-Chairperson:

      1. The 2nd Vice-Chairperson shall be elected by a majority vote of the Board of Directors. Elections for the 2nd Vice-Chair position shall occur annually after the conclusion of the USWIC annual membership meeting and before the beginning of the nomination process for the next year’s Directors.

      2. In addition to the duties described below, the Vice-Chairperson shall assume those duties of the Chairperson as the Chairperson shall delegate to him or her from time to time.

      3. The 2nd Vice-Chairperson shall assume all of the vice-chairpersons duties while the vice-chairperson cannot perform them due to medical or other emergencies.

      4. The Vice-Chairperson's essential duties shall be to act as the liaison between all committee chairs and the Chairperson and to assume the duties of any committee or sub-committee chair when their positions are vacant.

      5. This is a voting position.

    4. Past Chairperson:

      1. The Past-Chairperson serves as a director, chairs the Nominating Committee, and may serve out the remaining term of a resigning Chairperson, all as described below.

      2. The Past-Chairperson is responsible for any archives of the Executive Committee and acts as guide/elder statesman.

      3. This is a non-voting position.

 

  1. Executive Committee Directors (Non-Officers):

    1. Director responsibilities:

      1. Ensure Communication between US WOMEN IN COFFEE members and the Executive Committee.

      2. Record minutes in place of the Secretary for at least one Executive Committee call per fiscal year.

      3. Additional responsibilities as assigned by the Chairperson or Vice-Chairperson

      4. May serve as a Chair or Vice-Chair on assigned committees or subcommittees.

  2. Board of Directors Quorum and Voting

    1. Eight (8) members of the BoD shall constitute a quorum for any business transaction at any meeting of the Board of Directors. The vote of a minimum of six (6) in the affirmative during a meeting at which a quorum is present shall be deemed the Directors' act. A meeting of the Executive Committee may be conducted by telephone conference call, Skype, or similar electronic means if all participants can hear and be heard by the others. Once a meeting has begun with a quorum, actions may continue to be taken, despite the departure of any Executive Committee members, provided that the six-vote minimum is satisfied.

    2. A Director member may delegate all or any part of their voting power to another Director for any meeting. Delegation of such votes may be restricted to specific matters or include specific voting instructions. The delegation shall constitute a Director's attendance for purposes of attainment of a quorum or minimum voters at a meeting.  A 48-hour Prior notice of this delegation must be submitted to the Chairperson and Secretary/Treasurer.

    3. A Director shall abstain from voting on any question or issue that involves that member personally or a company or other entity in which that member serves in a management role or is otherwise employed. Further, a Director shall abstain from voting on any other issue that presents a conflict of interest for the member.

  3. Vacancies and Resignation

    1. Any Director may, at any time, resign their office by written notice to the Executive Committee. Any vacancies occurring between annual elections shall be filled by appointment made by the Executive Committee's vote. If a Chairperson is unable to fulfill their term of office, the Past Chairperson will fill the remaining portion of that term. Any appointment made by the Executive Committee to fill a vacancy shall expire at the next annual meeting.

Article 6: Election of Executive Committee and Directors

  1. Executive Committee and Directors Election Process:

    1. The Chairperson shall appoint a five-person Nominating Committee, chaired by the immediate Past Chairperson, and consist of two Committee members not standing for re-election and two general members from the voting membership.

    2. The voting membership will submit recommendations for Director positions to the Nominating Committee's chairperson in writing by the deadline specified by that Committee.

    3. The Nominating Committee shall consider all recommendations submitted. The recommended individuals shall be contacted and made aware of the requirements and responsibilities associated with each office. The Nominating Committee shall then create a slate of nominees, recognizing that the Director shall represent the required geographical regions.

    4. The nominees' slate shall be announced on the US WOMEN IN COFFEE website, and short biographies made available.

    5. The election shall be conducted by an email ballot sent to all eligible voting members at least thirty days before the due date for ballots' return. The ballots shall contain the opportunity for write-in voting for each position.

    6. The Officers shall tabulate all votes.

    7. The Chairperson shall announce the results on the US WOMEN IN COFFEE website.

Article 7: Committees

  1. Creation and Operation of Committees

    1. Committees may be standing or ad hoc committees, as described below, and shall consist of at least three persons. Members of a committee shall include at least one member of the Executive Committee. The chairperson of each committee shall appoint additional members.

    2. To be eligible to serve on a committee, one must be a member of the US WOMEN IN COFFEE, with no dues or other accounts past due. Committee members shall serve for one year or until the committee is no longer needed and may be appointed to consecutive terms of service.

  2. Appointment and Removal of Committee Members

    1. Any committee member may, in writing, resign their office. The number of members of any Committee shall at no time be less than three, and one or more replacements shall be appointed by the Executive Committee whenever the number falls below this minimum. Committee members may be removed from office at any time with or without cause upon a majority vote of the Executive Committee's appointed and acting members.

    2. Operational Committees

      1. The US WOMEN IN COFFEE has three operational committees, which shall be standing committees of the US WOMEN IN COFFEE and function at all times to advance US WOMEN IN COFFEE business, and member benefit. These committees shall consist of at least three (3) members, each including two Executive Committee directors and at least one other US WOMEN IN COFFEE member. Committee members shall serve for a term of one year and may be appointed to consecutive terms. Committees may be expanded to any size necessary to accomplish the Executive Committee's scope of work but should always consist of an odd number of members. The two (2) Executive Committee Directors shall act as Chair and Vice-Chair of their respective committee as appointed by the Executive Committee Chairperson. The Chair of their respective committee shall appoint all other members of the Operational Committees. The Operational Committees shall be as follows:

        1. Membership Committee – The Membership Committee works to build and retain US WOMEN IN COFFEE membership by actively engaging potential members and the US WOMEN IN COFFEE membership base through innovative channels that speak to the current state of the Coffee professional.

        2. Events Committee – The Events Committee works to plan and coordinate activities at and around US WOMEN IN COFFEE events.

        3. Educational/Training Committee – The ET Committee advises all US WOMEN IN COFFEE education and training programs and materials. 

        4. Finance/Audit Committee - Overseeing organizational financial planning and ensuring the board approves the annual budget.  Duties include; Safeguarding organizational assets; Overseeing organizational financial planning and ensuring the board approves the annual budget; Drafting organizational financial policies; Anticipating financial problems; Ensuring the board receives regular and timely financial statements; Ensuring accurate financial records are kept; Making sure all necessary legal reports are filed.

    3. Ad Hoc Committees
      The Executive Committee may appoint and dissolve other committees from time to time to perform specific tasks or achieve specific goals for the US WOMEN IN COFFEE, as determined by the BoD.

Article 8: Fiscal Year

  1. The Fiscal Year of the US WOMEN IN COFFEE shall conform to the fiscal year of May 1st to April 30th.

Article 9: Amendments

  1. These Bylaws may be altered, amended, or repealed and new Bylaws adopted by a vote of a majority of the BoD in office, provided that notice of the proposed alteration, amendment, or repeal is contained in the notice of such meeting.

Article 10: International Women’s Coffee Alliance (IWCA)

  1. The US Women in Coffee Association will also be known as the US Women in Coffee Chapter of the IWCA.

  2. A portion of membership dues will be forwarded to the IWCA Global entity to assist in funding projects, education, and training.

Article 11:  Dissolution

Upon the dissolution of the US Women in Coffee Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction in Cook County, Illinois, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.