International Women in Biomechanics

Bylaws

International Women in Biomechanics, Inc.

Article 1: Identification
1. The Corporation shall be known as International Women in Biomechanics, Inc.
Article 2: Scope
1. These Bylaws are designed to govern the affairs of International Women in Biomechanics, Inc.
Article 3: Offices
1. Principal Office: The principal office of the corporation is located in Baltimore County, Maryland. However, the corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
Article 4: Non-profit purposes
1. IRC Section 501(c)(3) Purposes: International Women in Biomechanics, Inc. is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.
2. Specific Objectives and Purposes: The purpose for which the Corporation is formed is to provide human and social services to individuals in the community, with a special focus on women in biomechanics.
Article 5: Membership
1. Application for Membership: Membership applications must be made in writing, via the online platform. After dues are paid, member applications may be subject to periodic review by the Member Support team.
2. Membership Dues: Membership dues shall be paid annually by all members of the Corporation in the amount determined by the Executive Board.
3. Membership Benefits: Benefits of each membership status shall be determined by the Executive Board. Reductions in membership benefits will be communicated to the members before the change occurs.
4. Voting: Only Members in good standing shall be allowed to vote.
5. Resignation and Removal: Any member desiring to resign from the corporation shall submit their resignation in writing to the Secretary, who shall present it to the Executive Board for action. Membership in the Corporation will automatically lapse for non-payment of dues at the end of the ninety days. Any member of the Corporation may be suspended if a majority of the Executive Board deem that suspension is in the best interests of the Corporation. Expulsion from the corporation shall be only as a result of a majority affirmative vote of the Executive Board of the Corporation.
Article 6: Officers
1. Directors:
  1. Designation of Directors: The Corporation shall have a minimum of three (3) Directors and collectively they shall be known as the Executive Board. The Directors of the corporation shall be at least a President, a Secretary or administrative support person, and a Treasurer or financial person. The corporation may also have Member Support Director(s), Communications Director(s), and Empowering Allyship Director(s) as members of the Executive Board, as may be determined during an annual review by the current Executive Board.
  2. Directors Term of Office: Each Director shall hold office for a period of at least two years and/or until their successor is elected/appointed and qualifies, or until they are re-elected/re-appointed or resigns. At a minimum, President, Secretary, and Treasurer roles must be elected by the members. The existing Executive Board will determine if additional Directors are elected by the members or appointed by the Executive Board. Director terms should be staggered such that no more than half the Executive Board terms are eligible for election per year.
  3. Directors Duties: The duties of the Directors shall be as follows:
    - Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
    - Appoint and remove, employ, supervise, and discharge, prescribe the duties and fix the compensation, of any or all Officers of the Corporation;
    - Meet at such times and places as required by these Bylaws; and
    - Oversee the Committee Leads
2. Committee Leads:
  1. Designation of Committee Leads: The Committee Lead positions of the corporation shall be determined annually by the Executive Board. They may include roles such as, but not limited to, Fundraising Lead, Monthly Meeting Lead, Member Management Lead, Regional Chapters Lead, Newsletter Lead, Social Media Lead, Conference Planning Lead, Resources and Blogs Lead, and Nominate Women Lead. A full list of Committee Lead positions will be approved annually by the Executive Board.
  2. Committee Leads Term of Office: The Executive Board shall appoint Committee Leads annually, and each Lead shall hold office for a period of one year, or until they resign. Committee Leads are eligible to complete an unlimited number of terms, but must be reappointed by the Executive Board annually.
  3. Duties of Committee Leads: Duties of the Committee Leads shall be specified by the President and Executive Board.
3. Advisory Board:
  1. Designation of Advisory Board Members: The Advisory Board of the corporation shall have a minimum of (3) members and a maximum equivalent to the number of Directors on the Executive Board.
  2. Advisory Board Member Term of Office: The Executive Board shall appoint Advisory Board Members annually, and each member shall hold office for a period of one year, or until they resign. Advisory Board Members are eligible to complete an unlimited number of terms, but must be reappointed by the Executive Board annually.
  3. Duties of Advisory Board Members: Duties of the Advisory Board Members shall be specified by the President and Executive Board.
4. Powers: Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws, relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of the Executive Board.
5. Qualifications: Qualification of any person serving as an Officer shall be at least, an active membership, good standing in the community, and age of 18 and older. To be eligible for President, the member must have served the corporation as a Director or Officer in the previous two years.
6. Removal and Resignation: Officers may be removed, by affirmative vote of the Executive Board, for not fulfilling their duties. Any officer may resign at any time by giving written notice to the Secretary of the corporation.
7. Delegation: In the absence or inability to act of any Officer, the Executive Board may delegate the Officer’s powers or duties to any other Officer or other person subject to these Bylaws. Vacancies shall be filled, for the balance of the unexpired term, by affirmative vote of a majority of the remaining Directors.
8. Compensation: Officers shall serve without monetary compensation.
9. Non-Liability of Officers: The Officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
10. Indemnification by Corporation of Directors and Officers: The Officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
Article 7: Committees
1. Committees: The Corporation shall have committees, as may from time to time, be designated by resolution of the Executive Board. These committees will be led by Committee Leads, or Directors in the absence of a designated Committee Lead. Committees may consist of persons who are not also Officers and shall act in an advisory capacity to the board.
2. Meetings and Action of Committees: Meetings and action of committees shall be governed by and held in accordance with the provisions of these Bylaws concerning meetings of the Executive Board.
Article 8: Meetings
1. Meetings: Each of the following meetings shall each be held, at least, quarterly on a date and at a time and place determined and agreed upon:
  - Executive Board
  - Executive Board and Advisory Board
  - Executive Board and Committee Leads
  - Meetings open to entire membership of the Corporation
2. Quorum for Executive Board Meetings: A quorum shall consist of the majority of the Directors. When the total number of Directors is three, all Directors must be present to create a quorum.
3. Majority Action as Board Action: Every act or decision done or made by a majority of the Directors present at a meeting, is the act of the Executive Board, as long as the Directors present at a meeting consist of a quorum as stated in these Bylaws, unless the Articles of Incorporation, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Executive Board.
4. Special Note: If at any time the Executive Board votes/decisions render a tied decision, it is the agreement of the Executive Board that the President will cast the deciding vote, as long as the issue being voted upon does not create a conflict of interest. If at any time a conflict of interest is determined, the matter will be tabled until a meeting can be held with the appropriate Directors in attendance.
Article 9: Compensation
1. Compensation: A Conflict-of-Interest Policy, is attached to these Bylaws, and will be accepted and adopted at the same time of the adoption of the Bylaws for this Corporation. The Policy shall fix the salaries and/or compensation, if any, of the Officers. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriating governing board or committee decides that a conflict of interest exists.
Article 10: Corporate Records
1. Maintenance of Corporate Records: The corporation shall keep electronic copies of the following:
  - Minutes of all meetings of Directors and committees of the Board;
  - A conformed copy of the corporation's Articles of Incorporation and Bylaws;
  - Adequate and correct books and records of its corporate bank account(s);
  - Copies of all correspondence and filings with the IRS.
Article 11: IRC 501(c)(3) Tax exemption provisions
1. Limitation on Activities: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, Officers, or other persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, any candidate for public office. Notwithstanding any other provisions of this document, the corporation shall not carry on any activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
2. Prohibition Against Private Inurement: No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors or Trustees, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
3. Distribution of Assets: Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or correspondent section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article 12: Amendment of bylaws
1. Amendment: These Bylaws may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
Article 13: Construction and terms
1. If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
2. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the corporation may adopt.
Article 14 Adoption of Bylaws
1. We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 3 (three) preceding pages, as the Bylaws of this corporation, on this 15th day of August 2022.

Board of directors

Anahid Ebrahimi, Board President
Caitlin Banks, Board Treasurer
Ashley Collimore, Board Secretary
Fraje Watson, Member Support Director
Alexa Johnson, Communications Director
Katherine Knaus, Empowering Allies Director

Signed 5/14/2025

Bylaws

Board of directors

See the bylaws signed by all board members here

Links