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Q & A About Professional Women’s Roundtable

What is the vision and mission of PWR?: [From the bylaws] The vision: Seeking, Creating and Achieving. It is the responsibility of the CEO and Board of Directors to make sure that the Leadership Team implements the interpretation of PWR’s vision correctly. The Board of Directors will be elected volunteers who are committed to the success of the organization. The Mission: Our mission is to promote professional success for women by providing a mentoring and networking environment. In order to succeed in today’s competitive market we must continue to enhance our careers by improving our professional and business proficiencies. The Professional Women’s Roundtable is dedicated to helping women enhance their professional careers by providing access to business training and other educational resources necessary to succeed.
How is PWR governed?: We are governed by a Board of Directors with whom the responsibility of leading the organization resides. In order to consistently deliver the support and education needed by professional women in our area it is imperative that the volunteers speak with one voice and act as a unified group. Any volunteer who purposely disrupts the work of PWR or causes PWR to become distracted from the business of helping women cannot be permitted to continue.
Is PWR financially stable?: PWR is fiscally stable and in compliance with all State and Federal regulations governing 501c3.
How much money does PWR have in the bank for scholarship funds?: PWR’s scholarship funds totaling $9,108.88 are currently in the bank. No monies for the UNITY/EXPO or anything other than scholarships have been taken from this account, although scholarship funds are unrestricted and can be used for any purpose designated by the board. The funds must be available when scholarship monies are due to be paid to a recipient.
What safeguards are in place for protecting PWR funds?: Two signers are always required on PWR checks. All expenditures must be approved by the board of directors. Expense reimbursement is always pre-authorized.
What are the respective roles of the Board of Directors, the Management Team, Manager of Operations and Assistant Manager?: The Board of Directors of PWR is responsible for setting and enforcing the policies of PWR within the guidelines of the Bylaws, organizational corporate documents, State and Federal law, and the vision and mission of the organization. The Board of Directors is the only governing body of PWR that has a legal and fiduciary responsibility and are legally accountable for their actions. The CEO serves as a Director on the Board of Directors of PWR. [From the PWR bylaws], “The CEO shall oversee the general operations of PWR, the Board of Directors, financials, disbursements, contracts, etc. She shall ensure the vision and goals of PWR are upheld and fostered. She shall be the keeper of the By-laws and recommend revisions as may be needed with the Board of Directors. She shall work with and help guide the Board of Directors and the Management team to promote the well-being and success of PWR. She shall conduct the annual organizational meeting. CEO shall conduct any open membership forums at Board meetings. She shall promote her Board of Directors and the Operations Management Team within the organization and ensure that the general membership perceives an open door to their leaders. CEO will attend leadership meetings as she determines.” The Management Team was formed and appointed by the Board to provide operational support and opportunities to volunteer in various capacities. The Management Team has no authority other than what is given to them by the Board of Directors. Under the PWR bylaws regarding the Management Team members, “Any member not promoting and representing the best interests of PWR is subject to removal.”
Are PWR Board meetings open to the public?: [From the PWR bylaws] “All meetings of the Board of Directors shall be open to and may be attended by the general Members except when issues related to violation of ethics, professional conduct, personnel or a lawsuit involving the chapter are before the Board of Directors.”; The next meeting date and time is announced at the beginning of every PWR luncheon.
What should I expect if I attend a PWR Board meeting?: First of all, you will be welcomed. [From the bylaws] “The CEO will determine if any general members are in attendance and if requested, will provide a limited open forum for any questions or comments. Such forum will be limited in duration to 5 minutes per member unless the CEO determines additional time is warranted. At the conclusion of the open forum, the meeting will be turned back to the President. Members may remain as silent observers of the Board of Director meeting.”
Do I need to ask in advance to attend?: It would be helpful to do so, as we want to make sure that our meeting place will accommodate the number of people expected. But, if that is not possible, you are still welcome to come.
What happens when there is disagreement about the general direction or other decisions made by the Board of Directors?: The Board of Directors hears those opinions, considers them carefully and makes the final decision on how PWR will proceed. This final decision is ruled by how the interests of the members are best served. As in all businesses, once a Board decision is made, employees and volunteers alike are expected to uphold that decision.
What information is available regarding the finances and business of PWR?: PWR’s books and records are open to membership upon written request and within a 30-day time period of said written request. Also, prior to each monthly Board meeting, the most recent PWR financials are presented by the PWR Treasurer to the CEO and are on hand at each Board meeting. Further, the CEO is in regular attendance at Leadership meetings to provide information regarding any aspect of PWR Board business including financial information and key Board decisions. The most recent financial statement was approved by the Board on 7/17/08.
What is the UNITY/EXPO conference and why do the PWR Board members believe it will be successful?: The UNITY/EXPO provides a wonderful opportunity for our community of professionals to come together in the spirit of unity. At this conference, PWR awards the Joan Sparkman Unity Award to a very special woman who gives unselfishly to improve her community for others. The recognition of Joan Sparkman as a role model for professionalism and service to the community is central to the role of PWR. As PWR members, we are guided by the PWR Code of Ethics. Not surprisingly, the PWR code of ethics emulates the vision, actions and behavior identified as a requirement for a Unity Award recipient.
Does the CEO/Director have an unlimited term as CEO?: The CEO/Director serves at the pleasure of the Board and can be removed by the Board at any time the Board feels that it serves the best interest of the organization as we strive to provide opportunities for professional development.
What are the CEO’s duties and responsibilities?: [From the bylaws] “CEO/Director shall not cause or allow any practice, activity, decision or organizational circumstance which is either unlawful, imprudent or in violation of commonly accepted business and professional ethics.” Most importantly, among her other duties, the CEO/Director cannot allow the organization’s public image or credibility to become endangered, particularly in ways that would hinder the accomplishment of the mission.
How does the board manage signing of contracts such as the UNITY/EXPO speaker’s contract? Can the CEO of PWR sign contracts without Board Approval?: The CEO cannot sign a contract without Board approval. The Executive limitations described in the PWR bylaws apply to the CEO, not the Board of Directors. This section of the bylaws describes the limits of the CEO in making decisions independent of the Board. So, while it is true that our PWR CEO could not sign the contract without Board approval, the PWR’s Board of Directors discussed and approved the contract as part of regular Board business. The Board is not subject to the Executive Limitations and is free to make decisions that are appropriate for the organization, such as the continuing commitment to bring noteworthy speakers to the area and to honor local women through the Joan Sparkman Unity Award.
Why can’t the Board give copies of the speaker’s contract for the 2009 UNITY/EXPO?: The contract has a strict confidentiality clause which prevents the PWR Board from sharing it with non-Board members.
What does the California Corporations Code have to do with how PWR is governed?: All corporations, for profit and not for profit, must comply with the California Corporations Code. This Code provides guidance so that corporations can comply with the laws of the State of California. For example, section 6333, states “the accounting books and records and minutes of proceedings of the members and the Board and committees of the Board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interest as a member.” The Board received the first written request on July 9th, 2008 stating that they would like to see the financial reports as soon as they were finalized on July 17th. The financials have been provided to the requesting parties. Additionally, section 6334 states “Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation to which such person is a director.” “Directors” means members of the Board of Directors, not directors of the Leadership Team which is actually a committee reporting to the Board of Directors and has no rights under this section.
Does the California Corporations Code address the improper use of a Company’s mailing list?: Yes. “A membership list is a corporate asset. Without consent of the Board, a membership list or any part thereof may not be obtained or used by any person for any purpose not reasonably related to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the Board a membership list or any part thereof may not be: 1) Used to solicit money or property unless such money or property will be used solely to solicit the vote of the members in an election to be held by their corporation. 2) Used for any purpose which the user does not reasonably and in good faith believe will benefit the corporation. 3) Used for any commercial purpose or purpose in competition with the corporation. 4) Sold to or purchased by any person. A. Any person who violates the provisions of subdivision (A) shall be liable for any damage such violation causes the corporation and shall account for and pay to the corporation any profit derived as a result of such violation. In addition, a court in its discretion may award exemplary damages for a fraudulent or malicious violation of subdivision (A). B. Nothing in this article shall be construed to limit the right of a corporation to obtain injunctive relief necessary to restrain misuse of a membership list or any part thereof. C. In any action or proceeding under this section, a court may award the corporation reasonable costs and expenses, including reasonable attorneys’ fees, in connection with such action or proceeding. D. As used in this section, the term “membership list” means the record of the members’ names and addresses.”
Why is the usage of the membership list so important to PWR?: We have become aware that our membership list is being used to contact members unlawfully. We apologize for any inconvenience or worry that this unauthorized use has caused you and we ask that you report any additional communications that you may receive by individuals no longer affiliated with PWR Board and/or leadership team.
Where can I read the California Corporations Code?: Please go to http://law.justia.com/california/codes/corp.html
What is the history of the Joan Sparkman Unity Award?: It should be noted that the UNITY/EXPO started in 2002 as the Unity Luncheon, celebrating the “Power of Unity”. PWR invited the community to join them to commemorate the holidays and experience the “Power of Unity”. At that time, the nation was still in shock over the events of 9-11 and PWR felt that is was important to bring the community together. Joan Sparkman was the guest speaker at this first event, and led the attendees through the process of understanding and developing an appreciation of the Power of Unity. The following year, 2003, was the first year that the Unity Award was given by PWR. The award was given to Joan Sparkman in recognition of her devotion and unselfish work to better our communities. The Board of PWR felt so strongly about the excellent role model that Joan Sparkman provides for women who wish to improve themselves and their community that a decision was made to name the award after its first recipient, resulting in the Joan Sparkman Unity Award. The same year, PWR brought a major women’s conference to the area, featuring Erin Brockovitch as the keynote speaker. Again, in 2004, a Unity Luncheon was organized and the Joan Sparkman Unity Award was given to Carol Niles, the founder of SAFE. In 2005, PWR brought the Women’s Conference and Unity Award together in one event. Martha Minkler was awarded the 2005 Joan Sparkman Unity Award at a large conference held at Pechanga Resort and Casino. The keynote speaker was Shoshana Johnson, the first female POW taken in the War on Terror and the first female African American POW in history.