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SECTION 1. The Name of The Organization

A. The name of this organization shall be the International Association of Military Women of Color (I.AM.WOC). Subsidiary units of I.AM.WOC established in accordance with these Bylaws, are to be referred to as I.AM.WOC Chapters or I.AM.WOC Conferences.

B. Location: I. AM WOC - 4005 Wisconsin Ave. NW #9522, Washington, DC 20016

C. Number -- P.O. Box 9522, Washington, DC 20016




The purpose of I.AM. WOMEN OF COLOR is to Inspire, Authenticate and Mentor Women of Color through our elected officers, executives and standing committees.

SECTION 2. The Specific Purposes of I.AM.WOC The specific purposes of I.AM.WOC are to:

A. INSPIRE and promote creativity and self-worth; former, present, and future military women.

B. AUTHENICATE – To raise public awareness of the contributions and service of military women of color; and to honor and preserve their story.

C. MILITARY – To advocate for the rights and benefits for all Veterans especially those women of color and to empower and mentor women who have served (list all branches) (those serving overseas – U.S Territories), are serving or would like to serve in the United States Armed Forces.

D. WOMEN - Encourage women of color to engage leadership activities within the educational, economic, social, and political arenas as it relates to women veterans.

E. OF – Executive Board, Committees, Elected and Appointed Officers, Military – active duty and Veteran Women of Color F. COLOR - Increase the number of Women of Color who participate in leadership roles in and out of this organization that impact their lives



SECTION 1. Executive Board

The executive board are women of color who are serving or have served in the military:

A. The Executive Board is composed of the President, Vice President, Recording Secretary, Corresponding Secretary, Financial Secretary, Treasurer, and Historian.

B. The President shall serve as the chair of the board.

C. The President shall develop the agenda and the Recording Secretary shall prepare the agenda for the Executive Board.

D. The Executive Board shall meet at the call of the President or at the request of a majority of Executive Board members.

E. Action can be taken with a majority vote of the Executive Board members.

F. The Executive Board shall represent and respond on behalf of the Organization in emergencies, or to address matters that require immediate actions, when it is not feasible to present at either Executive Committee or Organization meetings.


SECTION 2. Executive Committee

A. The Executive Committee shall consist of elected and appointed officers, the immediate Past President, and committee chairs appointed by the President

B. The Executive Committee is responsible for general management of all the organization’s affairs.

C. The Executive Committee makes recommendations to the body on committee reports for action.

D. The Executive Committee reviews proposed amendments of the Organization’s Constitution and Bylaws prior to presentation to the body for action.


SECTION 3: Committees

A. Standing Performs a continuing task related to the operation of the Organization.

B. Special

(1) The Organization has the following special committees: Convention and Elections. These committees are established by the President to focus on a specific area or project as needed. Such committees would only be established when a standing or appointed committee could not execute the needed duties.

(2) When the task is done, the committee’s business is considered complete, and the committee is dismissed.

C. Ad Hoc Ad-hoc committees are “one-time only” committees, appointed for special assignments.



SECTION 1: Duties and Responsibilities of Elected Officers

A. PRESIDENT (Ernestine Faircloth)

(1) Provides leadership, guidance, direction and strategic planning to the structure and programs of the Organization.

(2) Convenes all meetings. Exercise all powers and duties pertaining to the office of President. Enforce the Bylaws.

(3) Appoints chairpersons to all committees and establish ad hoc committees as needed.

(4) Officiates at all ceremonies.

(5) Requests special meetings when necessary.

(6) Sign’s approvals of all disbursements from the Organization’s treasury, initial all deposit slips, and countersign all checks, except self-addressed disbursements.

(7) Signs/Approves contractual agreements for the Organization and provide the Treasurer and Financial Secretary with a copy of each contractual agreement.

(8) Review all correspondence.

(9) Appoints members to elected or appointed positions that become vacant during her term.

(10) Attend and/or appoint a designee for all meetings and/or events representing the I.AM.WOC.

(11) All media/social media and outgoing conversation must be viewed/reviewed and approved by the President prior to release.

B. VICE PRESIDENT (Pamela Wilson) Performs all the duties of the office of the President in her absence, or at the request of, the President. Assumes the responsibilities of the office of President if vacated prior to the expiration of her term.


(1) Prepares, maintains, and distributes accurate minutes of all meetings within 5 business days of the meeting.

(2) Exercises roll call, when necessary, using the official alphabetical membership roster produced by the Financial Secretary.

(3) Maintains a file of all committee reports.

(4) Convenes meetings in the absence of the President and Vice President.


(1) Notifies the members of all meetings as requested by the President.

(2) Sends and receive the official correspondence of the Organization.

(3) Presents correspondence to the Organization at meetings.

(4) Maintains access to the Organization mailbox and check for mail on a regular basis (this will require individual to reside in reasonable proximity of the mail facility).

(5) Convenes meetings in the absence of the President, Vice President and Recording Secretary.

(6) Serves as a member of the Information and Technology Committee.


(1) Receives all funds.

(2) Maintain a record of all outgoing/incoming monies.

(3) Maintains an accurate listing of all active members.

(4) Reports the Organization’s financial receipts in written form at meetings.

(5) Transmits monies to the Treasurer within 48 hours of receipt for deposit and documentation/statement of all deposits.

(6) Serves as a member of the Finance Committee.

(7) Works with the Treasurer to monitor the Organization’s expenditures and budget.

(8) Signs checks when the President or Treasurer is the payee, or when the treasurer is unavailable.

(9) Uses a voucher system to request disbursement of funds.

(10) Provides the Corresponding Secretary and Membership Services Committee Chair the names and all information of new members.

F. TREASURER (Pauline Cunningham)

(1) Deposits all monies in the Organization’s account within 48 hours of receipt.

(2) Records and provides monthly reports of all income and disbursements.

(3) Keeps the Organization’s official financial record/books with an accurate, detailed itemized account of all disbursements.

(4) Disburses checks with two signatures after receiving signed vouchers.

(5) Maintains all receipts, bank statements and canceled checks, and prepare the books for annual audits.

(6) Serve as Chair of the Budget and Finance Committee.

(7) Maintains a voucher system for monies disbursed.

(8) Signs all checks except her own.

(9) Monitors the expenditures of the Organization’s budget.

(10) Notifies members and non-members of checks written to them by the organization that are outstanding for 60 days or more and submit an annual written financial report at the end of each year.


SECTION 2. Duties and Responsibilities of Appointed Positions

A. PARLIAMENTARIAN: (Phyllis Joseph)

(1) Interprets Robert's Rules of Order, Newly Revised, as necessary.

(2) Advises the President on the Organization's Constitution and Bylaws, and the orderly procedure of meetings.

(3) Advises members on correct parliamentary procedures.

(4) Calls to the attention of the presiding officer any parliamentary conflicts that may occur during meetings.

B. CHAPLAIN: (Tweila-Rochelle Cauthen)

(1) Sets the spiritual tone of meetings and other gatherings through prayers and words of meditation, based on the needs of the organization.

(2) Outreach in cases of death or other serious concerns. Petitions should be presented to the Chaplain in advance.

(3) Chair the Memorial Committee Programs/Services.

C. SERGEANT-AT-ARMs: (Samantha Watson-Lowery)

(1) Familiarize and have a working knowledge of Robert’s Rules of Order and military procedures, customs, values, and traditions. (2) Assists the President maintaining order and discipline during the meetings.

(3) Secures the room, documents and ensure authorized members are in attendance, collecting ballots, tallying votes, maintains records of voting activities and maintain time.

(4) Responsible for proper display of military flags and emblems. Ensure proper etiquette for all ceremonies and programs within the organization.

D. HISTORIAN: (Verna Martin)

(1) Prepares an annual report of the Organization’s activities.

(2) Chronicles the history of the Organization. (3) Creates and maintains photographs documenting the Organization’s activities. (4) Preserves all artifacts of the Organization include oral history.

E. AUDITOR/1099 requirements (On an as need basis)

(1) The audit committee shall consist of a chair and two (2) members.

(2) They must possess a working knowledge of financial and audit procedures.

(3) An internal audit will be performed quarterly.

(4) Audit findings will be presented to the finance team prior to submission to the Executive Board for clarification and education.

(5) The audit team will compile findings and submit a written report of its findings to Executive Board (including procedural weakness); additionally, the Auditor will report the findings to the Organization.

(6) An external audit must be completed annually by an independent agency.

(7) The Executive Board can request a special audit of the financial records at any time.


SECTION 3: Term of Office

A. Limits of Office: The term of office for all elected and appointed positions including committee chairs will be two (2) years. A member may serve no more than two consecutive terms in the same position.

B. Assumption of Office: Elections are conducted in the month of October, the beginning of new fiscal year. Effective date of elected and appointed positions is January of the following year. (*Funds are transferred in the last quarter of the fiscal year.)



SECTION 1: Standing Committees

A. Executive Board:

(1) Shall consist of the President, Vice President, Recording Secretary, Corresponding Secretary, Financial Secretary, Treasurer, and Historian.

(2) The President shall serve as the Chair of the Board.

(3) The President shall develop the agenda and the Recording Secretary shall prepare the agenda for the Executive Board

(4) The Executive Board shall meet at the request of the President or with the consensus of Executive Board members.

(5) The President will consult with the Executive Board and respond on behalf of the Organization to address matters that require immediate actions.

B. Executive Committee:

(1) Shall consist of elected and appointed officers, the immediate Past President, and standing committee chairs.

(2) The Executive Committee is responsible for general management of the Organization affairs between business meetings.

(3) The Executive Committee reviews committees’ reports prior to presentation.

C. Budget and Finance Committee:

(1) Shall consist of the Treasurer (Committee Chair), President, Vice President, Financial Secretary, Chair of Fundraising Committee, and one other member of the Organization (preferably with a financial background), to be appointed by the President.

(2) Makes recommendations on financial policy to the Executive Board.

(3) Develops the budget and meets quarterly to review and prepare budget adjustments.

(4) Receives requests for budget adjustments from committee chairs prior to the quarterly Budget and Finance Committee Meeting.

(5) Provides updates to Committee Chairs regarding their respective Committee budget.

(6) Reviews and recommends budget adjustments quarterly, reflecting current balances.

(7) Submits the proposed budget for the upcoming fiscal year, at the Executive Board Meeting.

D. Constitution and By-laws Committee: (Irma Cooper, Laura Hampton, Lisa Jones, Paulette Walker)

(1) Shall consist of a Committee Chair and at least two (2) members.

(2) Reviews and recommends changes to the current Constitution and By-laws.

(3) Prepares proposed changes for review and amendment.

(4) Provides copies of the Constitution and By-laws to all members.

E. Fundraising Committee: (Hosted by the Board of Directors and Advisors along with Stephanie Rhodes, Verna’ Martin and others to be named at a later date)

(1) Shall consist of a Committee Chair and at least two (2) members.

(2) Coordinates and participate in all areas of fundraising for the Organization's approved projects/programs.

(3) Submits a written report within 45 days after the completion of each fundraising event. All funds from the event should be included in the reports.

F. Information, Communications and Technology Committee: (Cheryl Woodhouse, Shellie Willis, Hudene Wright and Tawana Young)

(1) Shall consist of a Committee Chair and at least two (2) members, including the Corresponding Secretary.

(2) Establishes and maintains the Organization’s - electronic communications.

(3) Provides each new member the website information and access to their membership portal.

(4) Maintain documents, including the membership data and committee rosters on the Members’ Only portal.

(5) Establishes and maintains the Organization’s Email Accounts for each Office and Committee.

G. Membership Services Committee: (Dorothy Lovett, Trachelle Apson, Barbara Harper, and Shirley Johnson)

(1) Shall consist of a Committee Chair and at least two (2) members.

(2) Manages and promotes continuous programs and activities for recruitment and retention of members.

(3) Updates the Organization’s Directory by using the Financial Secretary’s roster.

(4) Submits an annual written report of recruitment activities.

(5) Verify qualifying data of individuals.

H. Nominating Committee: (On an as needed basis)

(1) Shall consist of a Committee Chair and at least two (2) members elected by the Organization.

(2) Receives recommendations/nominations. for persons to serve in elected positions.

(3) Prepares and provides the nomination slate for election.

(4) Validate the nominations.

I. Publicity and Public Relations Committee: (Karlotta Richards, Debra Gomes, Verna’ Martin and L. Cunningham’s daughter)

(1) Shall consist of a Committee Chair and at least two (2) members.

(2) Plans, manages, and coordinates news announcements from the Organization.

(3) Accumulate and disseminates information, in a timely manner, to the public regarding the Organization's activities that may be of interest to the public.

(4) Advises the President regarding matters pertaining to strengthening public relations in the community.


SECTION 2: Special Committees

A. Convention Committee: Shall consist of a Committee Chair and at least two (2) members. (V. Rose Love, Verna’ Martin, Loretta Cunningham, and Joann Lofton)

B. Elections Committee: (As needed)

(1) Shall consist of a Committee Chair and at least two (2) members.

(2) Shall be responsible for the election process.

(3) Prepares the ballots.

(4) Distributes, accumulates, verifies, and tally the votes.

(5) Presents the results of the election.


SECTION 3: Ad Hoc Committees

Ad hoc committees are “one-time only” committees appointed for special assignments.



SECTION 1: Executive Board Meetings

A. The Executive Board Meeting is scheduled to meet monthly prior to membership meeting. The Executive Board may revise meeting dates when necessary to avoid conflicts.

B. The Corresponding Secretary will notify members via electronic notice.


SECTION 2: Executive Committee Meetings

A. The President shall request for the convening of this committee. In the absence of the President, the Vice-President is authorized to call for the convening of this committee.

B. The purpose of the committee is to discuss urgent issues that must be presented to the Executive Board.

C. It is the responsibility of each officer and committee chair to provide an electronic copy of her report to the President and the recording secretary of the Executive Board prior to the meeting.


SECTION 3: Committee Meetings

A. Committee meetings will be determined and scheduled by the committee chair.

B. Committee Chairs will provide a written report of their meetings electronically to President and the Recording secretary.


SECTION 4: Call Meetings

A. Teleconference/Zoom -- Call Meetings can be held at the discretion of the President and/or if requested by at least four of the seven members of the Executive Board.

B. This also applies to the Organization and any committee meetings.

C. Teleconference/Zoom Call Meetings are convened only for the purpose of the subject for the meeting.


SECTION 5: Notifications

A. The Corresponding Secretary will notify members of I.AM. WOC meetings.

B. Executive Board members are strongly encouraged to notify the President if they will be absent from the meeting.



SECTION 1: Definition

According to Robert's Rules of Order, a quorum is the minimum number of voting members who must be present at a properly called meeting to conduct business in the name of the group. A quorum is at least one member over half of the membership in order for business to be transacted.

SECTION 2: Executive Board Meetings

A. The Executive Board consist of seven members, therefore at least four members are required of the Executive Board to constitute a quorum.

B. The Executive Committee consist of Elected positions, Appointed positions, standing committee chairs, and prior past president; therefore, a quorum to conduct business will be at least one over half of the total.


SECTION 3: Committee Meetings

The committees consist of a committee chair and two members; therefore at least two members are required to constitute a quorum.


SECTION 1: Fiscal Year

The fiscal year for the Organization shall be the calendar year January 1st through December 31st.


SECTION 2: Membership Dues

The annual dues for regular membership will be one hundred dollars ($100.00). Lifetime regular membership dues shall be six hundred dollars ($600.00). Lifetime membership for regular and associate members may be paid on a quarterly basis if it is paid in full during the same calendar year. The annual dues for associate membership shall be twenty-five dollars ($25.00). Lifetime associate membership dues shall be two hundred dollars ($200.00).


SECTION 3: Due date

Membership dues are to be paid between January 1- February 15th of the same calendar year. Late fee of 10% will be applied from February 16 to March 31. Any time thereafter, the individual will be dropped from the rolls and they will have to pay reinstatement fee of one half of the original membership dues, plus their required current membership dues.



SECTION 1. Membership

The Organization’s active-duty or Veteran with service in the Armed Forces or any individual who supports the objectives of the International Association of Military Women of Color (I.AM. WOC) and is willing to abide by the By-laws. Categories of Membership: (a) Regular/Life - Entitled to make motions, vote, and hold elected/Appointed positions in the Organization and have all the privileges and responsibilities of the Organization. (b) Associate/Life – Entitled to limited privileges. Members in this category are not authorized to vote, make motions, or hold elected/Appointed positions in the Organization.



SECTION 1: Eligibility Criteria for Holding Office

A. To be eligible for any elected position, a member must be financial for the year in which the election is held and must maintain financial status during her term.

B. A member who is interested in becoming a candidate for an elected office position must submit an Applicant’s Profile to the Chair of the Nominating Committee at the August meeting.

C. Candidates for elected positions may not serve on the Nominating Committee. Members of the Nominating Committee are not eligible to be candidates for office while serving on the committee. If a member of this committee wishes to run for office, she must resign from the committee before the call for nomination. C. Members seeking election may not serve on the Elections Committee.


SECTION 2: Nominating Process

A. Timeline and Guidelines for Process. The Nominating Committee shall conduct the nomination process, which includes issuing a Guidelines for Running for Office and Call for Nominations; receiving the Applicant’s Profile; determining eligibility; preparing a proposed slate of officers; and receiving nominations from the floor. The profiles will be presented at the meeting one month prior to election and posted on the Organization’s official members only page for review by all (Both committees shall have documentation of financial status.) Time/Method of Election. Elections by written secret ballot will be held every two (2) years at the October meeting. The President will give members at least a ten (10) day written notice prior to the election of officers. The written notification must be sent via email.

B. Candidate Guidelines for Campaigning

(1) The Nominating Committee shall organize, oversee, implement, and monitor all campaign activities.

(2) Candidates shall not begin campaigning until slating notifications have been received.

(3) All candidates will have two (2) minutes to speak at the Meet the Candidate Forum held during the September meeting. (4) All candidates will have an opportunity to display a one (1) page Flyer on the organization’s secure website entitled Candidate Corner / Profile. C. Nominating Committee (1) Term of Office – The chair and members of the Nominating Committee shall serve one (1) term. (2) Limit of Term – The chair and members of the Nominating Committee shall not be candidates for any elective office while serving on the Nominating Committee. The chair and members of the Nominating Committee must resign prior to the call for nominations to be eligible to run for an office or position.


SECTION 3: Elections A. Election Day Procedures and Timeline

(1) After the Nominating Committee has presented its report, and before voting, the presiding officer will call for nominations from the floor by saying, “Are there any other nomination for….”

(2) A member nominated from the floor must submit her Profile and meet eligibility requirements specified before being considered a candidate for office. The nominee must have their documentation ready at this time and present them to the election committee immediately.

(3) After nominations from the floor have been closed, the Nominating Committee will present the final slate of candidate to be voted on to the Elections Committee.

(4) The Elections Committee will distribute, collect, and count the ballots.

(5) Members will vote by secret ballot.

B. Re-balloting.

(1) Occurs when a candidate does not receive a majority of votes.

(2) If re-balloting is necessary, it will take place immediately during the election process. A quorum must be present to reballot.


SECTION 4. General Voting Procedures

A. The election of officers shall be by a majority vote of the members present and voting. When there are two or more candidates, and the office remains unfulfilled after the first ballot, the two candidates who receive the highest number of votes will remain eligible for election. All other candidates will be dropped and are ineligible for election. All subsequent votes cast for ineligible candidates shall be treated as an illegal vote.

B. Voting shall be by written ballot or via Email. Each candidate is listed on the ballot in alphabetical order.

C. Absentee voting is not allowed.

D. Write-in candidates are prohibited and provisions for write-in candidates. shall not be included on the ballot. E. A majority vote is more than half of the votes cast by members entitled to vote, excluding blanks, or abstentions, at a properly called meeting. (Example: 19 x ½ = 9 ½. 10 votes needed for majority).


SECTION 5: Election Reporting

The Chair of the Elections Committee will compile the results of the balloting, and the presiding officer shall report the results of the election at the meeting in which the election is held.



SECTION 1: Governing Documents

The Articles of Incorporation and the By-laws will govern all business relating to the International Association of Military Women of Color (I.AM. WOC.).

SECTION 2: Administrative Resources and Tools

The International Association of Military Women of Color (I.AM. WOC) adheres to the rules contained in the current edition of Robert’s Rules of Order, Newly Revised, District of Columbia Code, in addition to adhering to its Articles of Incorporation and By-laws.

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