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Chapter By-Laws

NAME: The name of the organization shall be Chesapeake Bay Chapter of Women In Defense, A National Security Organization (hereafter called WID).
PURPOSES: The purposes of the Chapter as the arm of WID which provides local geographic focus shall be to further the objectives and policies of WID as set forth in its By Laws by:

a. Supporting current programs and activities of WID.

b. Providing a means for liaison with local U.S. government agencies and personnel.

c. Encouraging and facilitating the exchange of information between industry and government with particular reference to national security.

d. Pursuing an active program in support of WID membership recruitment and retention efforts.
ESTABLISHMENT AUTHORITY: The Chapter is an integral part of WID. It derives its existence, authority and fiscal tax status from the Articles of Incorporation and By-Laws of WID.
POLICY: Actions, programs and public statements of the Chapter must conform to the policies and objectives in WID's National By-Laws and other official expressions of WID policy. Noting in these By-Laws or elsewhere shall be construed so as to authorize any action that does not further the stated policies and objectives.
MEMBERSHIP:
a. Chapter membership is granted by the WID National Board to persons who are current members, and who meet the new Chapter checklist requirements.

b. Only membership in one Chapter may be considered as it applies to voting on national matters.
MEMBERSHIP DUES: The annual fee paid for WID membership by an individual includes WID Chapter and national membership. Membership in NDIA is also included in the WID membership dues.
STRUCTURE:
a. The Officers as approved by a Board of Directors shall manage the business and affairs of the Chapter. Except as provided by law or WID's Articles of Incorporation or By-Laws or these Chapters By-Laws, all the powers of the Chapter are vested in the Board.

b. During the last quarter of the accounting year, the Board shall establish the number of Directors for the following year. No organization shall have more than one representative on the Board.

c. Committees may be appointed by the President to assist him/her in the performance of his/her duties.

d. The Board of Directors shall meet at least quarterly and thereafter as deemed necessary by the President or a simple majority of the Directors.

e. A quorum of the Board of Directors is constituted by a simple majority of the number of Board members.

f. The Board of Directors shall designate Chapter offices. These will include, at a minimum, President, Secretary, and Treasurer.

g. Any officer or Director may be removed with or without cause by a resolution passed by affirmative vote of a majority of all the Directors.

h. The officers shall have such duties as generally pertain to their offices as well as duties conferred by the President.
METTINGS:
a. An annual meeting of the Chapter will be held on a date set by the President. An invitation shall be extended to the WID National Board to attend the Chapter Annual Meeting. At a minimum, the President or her designee will attend.

b. Special meetings of the members may be called at any time by the Board of Directors or a majority thereof, or by not less than one-third of the members.

c. At any meeting of the members, each member entitled to vote shall have one vote, in person or by proxy.
ELECTIONS:
a. At least three months prior to the Annual Meeting of the Chapter, the President, with the approval of the Board of Directors, shall appoint a nominating committee of at least three (3) members. The most recent Past President shall serve as the Chairman of the Nominating Committee shall present its slate to the Annual Meeting. The election of Officers and Directors shall take place at the Annual Meeting and shall be by voice vote of the members present unless otherwise specified by the Board of Directors.

b. Directors will be elected for a term of one year. Director vacancies may be filled at any time during the year by a majority vote of the remaining directors.

c. Officers will be elected for a period of one (1) year. No one shall serve more than two (2) consecutive (1) one-year terms as any one Officer position. In the absence of the President, those duties shal devolve upon the Vice President in their order of seniority of service, and in their absence, Treasurer, and, in turn, Secretary; in the absence of any Officer, upon a member of the Board of Directors in order of seniority.
FINANCES:
a. The fiscal year of the Chapter shall be the same as the fiscal year of WID (1 April - 31 March).

b. The WID Board will offer a $20 rebate to a newly established Chapter for each member that signs up (minimum of 35 members). This will infuse cash into the organization. After the first year, a $10 rebate will be given to incentivize recruiting.

c. All contracts, checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize.

d. The financial records of the Chapter shall be kept in a manner generally deemed acceptable for such organizations and shall be audited by independent auditors, a certified public accountant, or an impartial Audit Committee at least annually at the end of the fiscal year. The Audit Committee of at least three persons will be appointed by the President from within the general membership with the approval of the Board of Directors.

e. WID National Board has ultimate fiscal responsibility for the Chapter. Accordingly, the Chapter shall not, without approval of WID National President, enter into a contract or agreement that exceeds the Chapter's ability to meet expenses.

f. The Chpater will provide to the WID National President the annual audit. The Chapter may request that WID President waive the audit requirement if in the Chpater's opinion the funds involved do not require an audit and an annual financial report is adequate. Additional reports may be rendered as deemed necessary by the Chapter or directed by WID. A report for tax purposes will be rendered in a format and time as requested by the WID's President.

g. All obligations incurred by the Chapter shall be solely Chapter obligations and no personal liability whatsoever shall attach to, or be incurred by any member, officer, or director of the Chapter.

h. The necessary routine administrative expenses of the Chapter shall be met from the proceeds of Chapter meetings and activities. Expenses for specific projects not directly related to the business and policy aspects of government-industry interface (e.g. scholarships, USO donations) would be from events that are expressly advertised as a fundraiser (e.g. golf tournament).

i. No government employee shall serve as a salaried employee of the Chapter.
COORDINATION: To facilitate "deconfliction" of speakers' schedules, the Chapter will coordinate with the WID Board of Directors whenever it intends to invite a significant speaker from a federal agency or intends to invite speakers or participants from outside the Chpater's geographical area. In general, Chapter events should emphasize the local nature of Chapter activities while the WID National Board will conduct events of national and international interest.
AMENDMENTS:
a. Amendments to the By-Laws may be initiated by the Chapter Board of Directors on their own volition, or upon petition addressed to the Chapter President and signed by not less than five percent of all members of the Chapter. If initiated by the Board, fifty percent (50%) of the Board members must be present for voting with approval by simple majority. All changes must be submitted to the WID Board of Directors for initial approval.

b. Such amendments shall be submitted to the entire Chapter membership by letter ballot and shall be considered by approval if a majority of votes cast is in favor thereof.

c. These By-Laws and any amendments thereto are approved when signed by the Chapter President acting with the approval of the WID Board of Directors.

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