A. Eligibility Membership is open to women who meet the following qualifications:

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1 Women Organizing for Change in Agriculture and Natural Resource Management (WOCAN) BYLAWS ARTICLE I. ASSOCIATION A. Name This organization shall be known as the Women Organizing for Change in Agriculture and Natural Resource Management (WOCAN). B. Purpose WOCAN is an international network of women and men engaged in the agriculture and natural resource management professions who are committed to organizational change for gender equality and environmentally sustainable development. Its goals are to: 1. empower women professionals engaged in agriculture and natural resource management sectors by improving the capabilities and providing them with opportunities to share information and experiences globally; 2. establish and support platforms for women to build alliances so that they may achieve higher levels of energy and commitment for the dual causes of rural women s empowerment and environmental sustainability; 3. transform programmes and organizations by strengthening the position of women professionals engaged in agriculture, forestry, and other relevant sectors within their organizations and increasing their effectiveness and service to rural women. C. Means Toward these ends, WOCAN will contribute to processes of organizational change, or the institutionalization of gender perspectives in agriculture and natural resource management-related organizations by supporting women to act as facilitators of change through: 1. Support to women through training on leadership and communication and gender mainstreaming and sponsorship to participate in organized events; 2. Implementation of research and pilot project activities oriented towards improving livelihood conditions for rural women; 3. Advocacy for causes related to gender equality and agriculture/natural resource management at local, national, regional and international levels; 4. Promotion of partnerships at different levels of the society to address the goals of this organization. 5. Hold general meetings of members to share news of research and project experiences, promote partnerships, and organize workshops and symposia on specific topics. ARTICLE II. MEMBERSHIP A. Eligibility Membership is open to women who meet the following qualifications:

2 a. have degrees or diplomas in natural resources related sectors, including agriculture, livestock management, water, forestry, environmental studies, etc. OR b. have experience in the fields of agriculture or natural resource management AND c. are committed to the goals of WOCAN and agree to its guiding principles d. can contribute to the network s goals (i.e., mentorship, training, proposal writing, access and share of information, research, influence/advocate, funding, etc.) e. pay annual dues (special provision made for lower income members). We have a special category for men who are supportive of our goals as well, who meet the same qualifications as above. Subject to the approval of the Board, in-kind services may be substituted for monetary payment of dues. B. Membership Year and Fees The WOCAN membership year is on a fiscal year basis (1 January -31 December). Membership fees received before July 1 are applied to the current year; fees received from July 1 - December 31 will be applied to the following year. Individual membership dues are based on income as listed in the categories below, in USD: Individuals membership rates: Income less than USD $20,000 no fee Income from USD $20,000 45,000 $25 for 1 year, $40 for 2 years Income greater than USD $45,000 $65 for 1 year, $105 for 2 years Institutional membership rates: Annual budget less than $100,000 $75 for 1 year, $120 for 2 years Annual budget greater than $100,000 $150 for 1 year, $240 for 2 years Sponsoring member Sustaining member $250 for 1 year, $500 for 2 years $500 for 1 year, $1000 for 2years Dues can be waived at the discretion of the Membership Committee. Membership payments support WOCAN activities and member s subscription to the WOCAN Newsletter. Payments by check can only be accepted from US banks. International bank money orders (such as Barclay's and international postal money orders are also acceptable. Please make sure that all checks drafted to WOCAN list the amount in US dollars. If your situation prevents you from remitting payment by any of the above methods, but you wish to continue your membership, please send an to us. In this instance, we will carry you on the

3 membership records as a member for this membership year. We expect that you will submit payment if your situation changes. D. Rights Both individual and organizational members shall have the right to participate, subject to rules established by the Board and the Bylaws, in programs and activities of the organization. Individual members shall have the right to: 1. hold office; 2. vote for elective officers of the Board of directors; 3. vote on matters referred by the Board of directors; and, 4. seek to petition the Board of directors. ARTICLE III. OFFICIAL MEMBERS OF THE BOARD OF DIRECTORS A. Composition The Board of Directors shall consist of the Chairperson and six to ten members. B. Terms of Office 1. Regular terms of office are for three years, beginning at the end of the General Meeting that follows a general election or as determined by the Board. 2. The Board Members will serve for three years, from the end of the General Meeting at which they assume office or as per the contract arrangements decided by the Board of Directors. 3. Board members will serve staggered terms. A board member may not be reelected to a third successive term as board member. C. Termination of Board Members 4. If a Board member misses two consecutive board meetings, either physically or through electronic conferencing means and does not respond to or phone communications within a period of six months, they will be asked to resign. D. Duties 1. The Board of Directors shall be responsible for the policy making of the organization. The Board of Directors shall have authority to execute on behalf of the organization all powers and functions consonant with the Bylaws. 2. The Board of Directors shall meet at least once every year, either physically or using alternate means, such as teleconferencing. 3. The Board of Directors shall approve the use of WOCAN funds, including accepting the Treasurer's Report and approving an annual budget. 4. The Board of Directors shall approve the proposal for a General Assembly, taking logistical, financial and regional balancing considerations into account. 5. The Chairperson shall be elected by the Board members; s/he shall manage the communication and affairs of the Board of Directors, and in collaboration with the Director, organize the annual board meetings. 6. The Board shall elect a vice-chair and a Treasurer. The vice chair shall serve in the Chair s absence; the Executive Director shall serve as Secretary. The Treasurer shall present the annual budgets and auditor s reports at annual meetings of the Board. The Treasurer shall also perform other duties as may be specified in the Bylaws or are assigned by the Board of Directors.

4 7. The Board of Directors appoints and instructs the Director, as per the terms of reference. 8. Chairs of Working Groups may be appointed as needed. Chairs serve until the completion of a specified task. E. Decision making 1. Valid decisions require that a quorum of at least four Board members or two-thirds and the Director; voting is permissible, though face-to-face voting is preferable. 2. Decisions by the Board of Directors shall be made by a simple majority of those voting. 3. Voting in absentia is permitted. F. Vacancies 1. The Board of Directors can by appointment fill a vacancy in the board or office during the period between General Meetings and such appointment will be effective until the next general election. A special concurrent election will then be held for the remainder of the Board member s term vacated. ARTICLE IV. ELECTIONS A. Eligibility All WOCAN members in good standing may vote for the election of board members. B. Nominating Committee 1. The Chairperson shall form a Nominating Committee, which shall consist of two Board members and two persons appointed by the General Meeting. 2. The Nominating Committee will prepare a slate of candidates with at least one nominee for each upcoming Board member vacancy. The Committee shall strive to promote balanced representation in regards to regional representation, age, professional background, locations of residence, and geographical and disciplinary areas of specialization, but shall not be bound by any particular formula. The Committee will strive to include qualified men as well, though their numbers will not be in proportion to those of women. 3. The Committee shall ascertain, with respect to each person nominated, that the candidate is a member of WOCAN in good standing, and that the candidate has given the Committee written consent to be nominated. 4. The slate of nominees shall be given to the Director and Board of Directors no later than the midterm board of directors meeting. C. Other Nominations Candidates may be nominated for elected offices upon written petition from one percent of the membership. Candidates must be eligible for office, be members in good standing, and have given written consent to the nomination to the Director. The Director must receive such nominations no later than four months before the General Meeting. D. Ballots 1. Ballots containing the Nominating Committee's slate and any other valid nominations shall be sent by mail or to the membership no later than three months before the General Meeting.

5 2. Ballots shall be returned to the Chair of the Nominating Committee no later than six weeks before the General Meeting. The Chair of the Nominating Committee shall tabulate the results and announce them at the General Membership Meeting. ARTICLE V. EX-OFFICIO MEMBERS OF THE BOARD OF DIRECTORS A. Composition The ex-officio members include the Executive Director, members of the Support Group, and Honorary Members. B. Executive Director The Executive Director, for the duration of her appointment, serves as ex- officio member of the Board of Directors without voting privileges. The Executive Director shall be responsible for implementing directives of the Board of Directors and for day-to-day administration of the organization, including keeping charge of records and general correspondence, membership and subscriber lists, and collecting dues. She envisions strategic goals for the organization and presents these for the board s approval. C. Financial Officer/Auditor The Financial Officer (or temporary staff conducting this job) shall manage accounts and prepare the annual budget for the Director to give to the Secretary/Treasurer to present at annual meetings of the Board of Directors. D. Support Group Members The Support Group is to function as an autonomous body of representatives of donor and international organizations and individual members who are not legally permitted to serve on the Board, yet are committed to the organization s goals. Support group members will be invited to all board meetings and other WOCAN events, but will not have voting privileges. E. Honorary Members Honorary members are persons with special expertise who are appointed as members of WOCAN who may attend board meetings by invitation of the Chair. ARTICLE VI. FINANCIAL OPERATIONS A. Fiscal Year The fiscal year for the Association shall be July to June. B. Funding The organization shall endeavor to raise funds from donor institutions, private individuals and foundations, and membership dues. The Board of Directors may approve additional fund raising activities, and is expected to participate actively in fund raising activities. C. Membership Dues 1. Dues shall be set by the Board of Directors, which may create various categories and durations of membership. Motions to alter the schedules of dues shall require a two-thirds majority of elected members of the Board of Directors.

6 2. Dues are delinquent after 1 February of the membership year. 3. Dues received after 1 May shall be applied to the subsequent membership year's dues. 4. Dues shall not be pro-rated. ARTICLE VII. GENERAL MEETING A. The Director will endeavor to find sites for a General Meeting every two years, taking logistical, financial and regional considerations into account. The sites are to be approved by the Board of Directors. B. The General Meeting shall consist of a Membership Meeting and a planned program of papers and discussions organized by the Director. The Board of Directors shall hold its annual meeting in conjunction with the General Meeting during years in which the General Meeting is held. C. The Membership Meeting shall be open to all members and guests of the organization. Reports shall be presented by the Secretary-Treasurer, the Nominating Committee and the Chairs of Working Groups. Other committees and individuals as appropriate may also give reports. D. Elections for the Executive Board of Directors and amendments to the Bylaws will be by ballot and will not be conducted at the General Meeting. ARTICLE VIII. AMEMNDMENTS A. Amendments to these Bylaws may be proposed by the Board of Directors or by written petition to the Board of Directors signed by one percent of the voting membership. B. Proposed amendments will be submitted to the membership for ratification by ordinary mail or web ballot. Proposed amendments will usually appear on the ballot for election of officers but may, at the discretion of the Board of Directors, be submitted to the membership at other times. C. Amendments will pass with a simple majority of those voting.

7 APPENDIX 1: TERMS OF REFERENCE Chairperson, Board of Directors The Chair presides at meetings, keeps the members directed towards its goals, delegates responsibility for tasks to other members and committees, and serves as the primary contact between the board and the executive director. The Chair is responsible for keeping the group of board members functioning effectively and efficiently. Board members In addition to the duties mentioned in Article III, all board members are expected to play a role in fund raising to ensure its survival. This could be in the form of direct contributions of money or time, building linkages to funding agencies, preparation of proposals, etc. Executive Director S/he is the legal representative of the organization, and president of the membership; s/he will prepare the programme and budgets and oversee the activities of the organization, including the hiring and supervision of staff. Committees Committees have only the authority that is specifically given to them by the bylaws or the board. Board members with interest and expertise in specific areas are appointed, generally by the Chair, to serve on standing committees. Persons other than Board members may serve on committees. Examples of some committees that could be established are as follows: Finance Committee monitors fiscal operations, assists the Director in developing an annual budget and assures that an audit is performed annually. Development Committee is responsible for developing and overseeing a fund raising plan. Collects information on various funding sources, prepares proposals, arranges visits and communication with donors, etc. Nominating Committee recommends individuals to serve as board members and is responsible for board development. Determines criteria for board selection, orients new members, reviews the past participation and performance of current members. Membership Committee organizes campaigns to gain new members, reviews the applications of persons applying for membership, disseminates information to members, communicates member s concerns to larger Board, and works with the program committee to develop activities for and with partners. Program Committee develops ideas for activities and projects, prepares proposals, and oversees the monitoring and evaluation of WOCAN s work in the field.