chapter formation protocol

IWCA Chapter Protocol– March 1, 2011

Chapter Formation Protocol

April 2011


Table of Contents

I. Introduction: Welcome to the International Women‟s Coffee Alliance – the IWCA! Page 3 Relationship between a Country Chapter and the IWCA II. Country Chapter Formation Steps to forming a Country Chapter Page 4 III. Country Chapter Operations Membership, Membership Dues Page 7 Project Funding Page 8 Financial and Administrative Responsibilities Page 9 Annual Reports Page 9 Addendums A Why does the IWCA exist? Page 10 B Structure of the IWCA Page 11 Core Values Membership Activities

C Letter of Intent – IWCA Chapter Formation Page 13 D Formation of Organization Committee and Creation of Bylaws Page 14 E Strategic and Operational Planning Page 19 F Application for Country Chapter Recognition Page 21 G Letter of Understanding (LOU) Sample Page 22 H IWCA Logo Usage Guidelines Page 24 I Annual Reports Page 26 J IWCA Bylaws Page 27 K IWCA Conflict of Interest Policy Page 39


Welcome to the International Women’s Coffee Alliance – the IWCA! The IWCA is a global peer network of women in coffee that:

Advocates for all women from seed to cup

Provides access to resources

Provides a forum for connection Our Vision: Raising the status of women in coffee worldwide Our Mission: To empower women in the international coffee community to achieve meaningful sustainable lives and encourage and recognize women‟s participation in all segments of the coffee industry. We achieve our Vision and Mission through…

Leadership Identification

Chapter Formation and Support

Skill-building Workshops

Marketplace Platform IWCA Country Chapters IWCA believes in “Success through Localization” by creating IWCA Country Chapters in all coffee producing and consuming countries. Through our shared values and vision we will create opportunities to impact and expand the sphere of influence of women in coffee and to advance the UN‟s 2015 Millennium Development goals of promoting gender equality and empowering women. The establishment of IWCA Country Chapters creates the local and global infrastructures needed to provide:

Networking platforms

Technical training in all aspects of coffee production, preparation and marketing

Local projects targeted towards sustainable and productive livelihoods in coffee communities. The purpose of this Protocol is to provide guidelines in a step-by-step approach to successfully create and operate an IWCA Country Chapter. Relationship between a IWCA Country Chapter and the IWCA

Country Chapters are independent, legally organized non-profit entities with their own national identity, as well as a global IWCA identity. Affiliation with the IWCA facilitates communication and the sharing of knowledge and resources among all segments of the coffee industry, resulting in development tools for all women along the chain, from seed to cup. This affiliation provides for the communication of a consistent message about women within the coffee industry and to the consumer marketplace, creating a market for the coffee produced by women.


II. Country Chapter Formation

The purpose of this Chapter Formation Protocol is to guide women in coffee of any specific country to understand the steps required to form a chapter and to identify the potential for its creation. It is obligatory to read and understand in full this protocol before submitting any request to IWCA.

1. Socialization…...Building Trust The first step, Socialization…Building Trust, is essential to the ultimate success of the Country Chapter. Building a team requires a leader who believes in the initiative, understands team building, and patiently supports individuals in their process to become team players. It is this core team that will build the Country Chapter. It begins with a group of women getting together to discuss the needs and interests of women in coffee in their country. Discussions include networking, training, commercialization, sustainability, corporate and social responsibility. This process should include as many regions as possible, as well as women from various parts of the coffee value chain from producers, intermediaries, and roasters to baristas. This group of women will contact the IWCA at [email protected] and [email protected] once an understanding of the mutual needs and potential benefits for forming a Country Chapter is established.

mailto:[email protected]



The IWCA will acknowledge receipt of this communication and will proceed to assign a mentor to encourage the chapter formation process. 2. Letter of Intent (LOI) Once the team feels ready and visualizes the potential of forming a Country Chapter, the LOI (see Addendum C) must be filled out and submitted to the IWCA President with a copy to the Chapter Relations Chair. Attached to the letter of intent should be the list of people involved - clearly representing various regions in the country, as well as much of the coffee value chain as possible. The purpose of this list is to show IWCA that the socialization process has been successful and truly inclusive. IWCA will formally acknowledge the LOI and thereby their recognition of this IWCA chapter formation team for this particular Country Chapter. 3. Organizing Committee and Legalization of Chapter

The first stage of Step 3 is to create an organizing committee. Their goal is to legally incorporate the Country Chapter as a not-for-profit organization and to obtain the non-profit tax status equivalent to a US 501 (c) 3 organization. This committee will also develop their mission and vision statements, establish the organizational structure, write the Chapter bylaws, and, once the chapter is legalized, prepare for the first election of officers and directors (see Addendum D for examples taken from IWCA-Costa Rica and Addendum J for the IWCA bylaws). It is also highly recommended that the Country Chapter adopt a Conflict of Interest policy (see Addendum K) We have found that arrangements for some type of administrative support during the formation process, as well as once the chapter is legally formed, is an important factor in making the chapter sustainable and successful in the long-term. For example, this support has been donated by a local trade association, e.g. Anacafé in Guatemala, or by a founding corporate member, e.g. Delicafé in Costa Rica. 4. Election of the Board Consistent with local practices the first group of officers and directors for the Country Chapter must be elected or appointed. This process may vary by country - the principle is that it be consistent with local laws and regulations. The IWCA will not recognize Country Chapters that have not complied with this requirement and submitted copies as part of Step 6. The updated list of officers and board directors is considered to be an annual reporting requirement. 5. Strategic and Operational Planning Chapter directors and officers develop a two-year strategic plan including vision, mission, general objectives, as well as, short-term and long-term objectives of the Country Chapter. See Strategic and Operations Plan (Addendum E). Committees should be formed to support and implement the work established in the Strategic and Operation Plan.


6. Application for Country Chapter Recognition

Upon completion of steps 1-5 described above, the potential chapter will submit the Application for IWCA Chapter Recognition (see Addendum F) together with all the documents that verify the completion of the legal process, to the IWCA President, with a copy to the IWCA Chapter Relations Chair. The Chapter Relations committee will review the information submitted and forward the Application to the IWCA Board for approval. 7. Letter of Understanding (LOU) The LOU is an agreement between the IWCA and a Country Chapter. The purpose of the LOU is to outline the relationship between the two organizations and pledge to provide mutually beneficial support for all members. Once the Board approves the recognition of a country chapter, the Letter of Understanding shall be issued. (Addendum G). The formal signing of the LOU will take place in a mutually agreed upon public forum. The LOU provides Country Chapter members access to training, funding, information and other support, in addition to the right to participate in IWCA activities. The LOU renews automatically every year on the anniversary of the signing date, unless either party provides notice that it does not intend to renew the agreement. The LOU is a non-binding agreement and can be cancelled by either party for any reason with 30 days notice. If the LOU is cancelled the Country Chapter is no longer affiliated with the IWCA and therefore can no longer use the IWCA logo in any of its materials and can no longer state or suggest that it is affiliated in any way with the IWCA. 8. Logo

The logo is a symbol of a woman holding a coffee bean high over her head which represents women‟s claim to their rightful place and recognition in the coffee industry. The IWCA logo is trademark protected. For details of appropriate use and permission to use the logo please refer to Addendum H. This logo has been designed to be customized by country. See examples of the IWCA logo and the El Salvador chapter logos below:


All IWCA chapters are referred to as IWCA-(Country) for the purpose of any IWCA and external communications, especially in the case of international publications. This keeps the IWCA brand strong and helps all outside observers clearly understand the strong relationship between IWCA and its local chapters. The local chapter name may also be used with the logo, in the case of local communications where the locally legal name is more appropriate. See below the example of the El Salvador chapter logo in Spanish:

III. Country Chapter Operations Once a Country Chapter is established – what’s next? As stated earlier in this Protocol, it is through the formation of Country Chapters that the IWCA builds powerful connections among women on a national and international level throughout the coffee industry. IWCA Country Chapters can open doors to international coffee markets, quality competitions, industry mentorship, and other helpful connections along the seed to cup value chain. Many beneficial activities can be organized on a local level for minimal cost. Examples include identifying members that have skills and experience that can be shared with other members and organizing training sessions. Chapter members should also be encouraged to attend local and regional conferences to expand their network of business connections and also to attend more advanced training courses, if possible. Membership The IWCA encourages the participation of women from all socio-economic backgrounds. For chapters being formed in coffee producing countries it is important that women representing all steps in the coffee value chain be invited to participate and welcomed as members. Particular attention should be paid to marginalized groups and ensuring access without discrimination due to location, cultural issues, education level and language abilities. Each chapter is automatically recognized as a member of IWCA. Through this IWCA membership, the local chapters represent the local women in their coffee communities.


Membership Dues Country Chapters should charge membership dues, the exact amount of dues and which class of members pay them will be set by each chapter. The goal is to encourage all women to join the organization and if necessary, a variable dues structure or even waiving dues for economically disadvantaged members should be considered. New chapters may also want to follow the Founding Partner model of IWCA. Certain organizations may be interested in a long term relationship with the chapter. They may consider an initial lump sum for the privilege of being named and recognized as a Founding Partner. Careful consideration should be given to commitments made by the chapter and Founding Partners when creating this program. Local Sustainable Funding

Country Chapters‟ plans should include goals of financial sustainability and clear plans for revenue diversification. As mentioned above, the value of administrative support should not be under-estimated. There are various sources of revenue from fees for services including workshops and consulting, events, membership, grants and donations. The following outlines several points related to memberships and funding from the IWCA. Provision of Resources and Funding for Projects It is the objective of the IWCA to provide resources, such as experienced trainers and speakers for workshops, or to raise funds to support chapter projects consistent with the IWCA mission. It is recommended that the Country Chapters establish agreements with in-country institutions (involved in promoting the coffee industry and sharing the mission of the IWCA) for support, such as office space and access to basic support services - as these can be difficult to cover in the start up phase. Once a Country Chapter is established and the LOU signed, they are invited to request resources and funding for a variety of projects. The required project request must be completed in English, clearly outlining the goals and timing of the project, as well as any resources or funding requested. Here is the Survey Monkey to be completed at that time: http://www.surveymonkey.com/s/IWCA_CHAPTERS_Small_Grant_Application_Eng_Spa (please note, questions have been translated into Spanish as a helpful aid for chapter formation in Latin America, but answers are required in English) Project requests will be reviewed based on need, alignment with the IWCA mission and identification of matching funding from Country Chapter resources. In order to receive funding from the IWCA, the Country Chapter organization must submit the necessary documentation to meet US IRS legal filing requirements in order for the IWCA to retain its not for profit status and 911 overseas banking regulations. These include “Names of Officers and Directors”, “Anti-terrorism Compliance Certificate”, „Anti-Terrorism Compliance Questionnaire” and Banking affidavit. These are retained on file and do not need to be submitted with each funding request and are only required to be renewed with changes of directors and/or banks. These forms are available upon request to [email protected]. Country Chapters are encouraged to prepare these in advance of funding requests in order to avoid delays. Funding disbursements cannot be initiated without all of the appropriate legal documents.

http://www.surveymonkey.com/s/IWCA_CHAPTERS_Small_Grant_Application_Eng_Spa



In case a Country Chapter obtains any type of funding from the IWCA, a final financial accounting report must be submitted with copies of the receipts within 30 days of funding disbursement to [email protected] Country Chapter Financial and Administrative Responsibilities Each Country Chapter is an independent legal entity and must comply with all local laws and regulations concerning financial reporting. In addition, Country Chapters must meet IWCA Annual Reporting requirements (next section) and must be up to date on any outstanding project reports in order to be considered in Good Standing. Board of Directors’ Insurance Please note that IWCA‟s global insurance for directors and officers does not cover chapters. It is recommended that each chapter contracts said insurance locally where this type of liability is an issue. Conflict of Interest IWCA highly recommends that each chapter formulates a conflict of interest policy. Please see Addendum K Annual Reports Country Chapters must annually report to the IWCA on accomplishments, projects in process, and membership. This report must be submitted prior to the IWCA‟s annual board meeting, currently in September. Please see Addendum K for more details on what should be included in the report. Also, the chapters have to submit proof that the legal and financial status is in accordance to governmental regulations, meaning that the tax declaration is up to date, the accounting procedures are in order and the legal representation of the board is effective. The IWCA will not disburse grants to Chapters who do not comply with this requirement.



Addendum A - Page 1 of 1

Why Does the IWCA Exist? Social, economic, ecological, cultural and political changes are impacting female heads of households working in the coffee industry. The most compelling needs are often those of women producers and plantation workers in origin countries. The topic of gender inequality has become a focal point for political and administrative authorities in coffee producing countries, social-service organizations, the private sector, and international agencies offering financial and technical cooperation. These changes require immediate attention and are a primary reason the IWCA seeks to assure that the benefits of global trade and empowerment of women are shared throughout the coffee industry. Elevating the status of women is widely recognized as one of the most effective strategies for addressing development challenges facing communities around the globe today. As former United Nations Secretary-General Kofi Annan stated, "When women are fully involved, the benefits can be seen immediately; families are healthier; they are better fed; their income, savings and reinvestment go up. What is true of families is true of communities and, eventually, of whole countries. There is no effective development strategy in which women do not play a central role.”

When women achieve business success, by starting micro-businesses or accessing formerly restricted markets, they not only achieve financial benefits, but also gain recognition and respect in their communities. In addition, there is a positive correlation between improved social standing for women, and improved nutrition and education for children. These changes result in better living conditions and a strong foundation for the community‟s future. The IWCA strives to engage the power of every woman in coffee as a force for change in the lives of all women. Country Chapters build powerful connections among women on a national and international level throughout the coffee industry. These Chapters can open doors to international coffee markets, quality competitions, industry mentorship, and other helpful connections along the seed to cup value chain which offer interactive opportunities for women to realize their full potential for development of entrepreneurial initiatives. Country Chapters also improve the visibility of women in the industry. Consequently, the consumer marketplace recognizes the benefits that accrue to the global coffee community and will support products that are connected to such benefits. Such exposure offers a fundamental social change for life enhancement, leadership development and above all self confidence to trust their decision making process. This is the road the IWCA aims to follow to achieve a sustainable standard of living for women in coffee.


Addendum B – Page 1 of 2

Structure of the IWCA

The International Women‟s Coffee Alliance (IWCA) is a not-for-profit organization incorporated under the laws of the State of California (USA) and recognized by the US Internal Revenue Service as a tax-exempt, charitable organization under Internal Revenue Code Section 501(c)3. A copy of the current bylaws will soon be available on the website www.womenincoffee.org. The IWCA is governed by a Board of Directors which provide the strategic direction and leadership for the organization. The organizational structure includes officers and regular Board members, with a variety of responsibilities carried out by the committees of the Board and general membership. IWCA Country Chapters are created for the purpose of expanding the organization‟s mission, sharing common principles and goals, and developing and executing projects that meet local members‟ needs while achieving the greatest possible positive impact on the lives of women in coffee through Letters of Understanding (LOU).

Core Values RESPECT: We believe every woman has a unique and valid voice; and therefore, we respect

every woman and her ideas equally.

SUSTAINABILITY: We support programs that foster harmony of environmental, social, & economic impact.

ABUNDANCE: We demonstrate and model generosity, supporting programs that encourage the equitable allocation of resources in the world.

INTEGRITY: We understand that our ultimate reason for being is to serve women in our industry, and make decisions with honesty, integrity and in accordance with this goal.

COLLABORATION: Because communities hold the solutions to their own problems, we believe the best way to impact the communities we serve is through collaboration and partnership.

MAKING A DIFFERENCE: We believe that all women can make a difference while earning a living.

Membership IWCA is a membership based organization with representation from all segments of the coffee industry. Membership is open to any corporation or individual who supports the mission, goals and objectives of the organization. All women and men are welcome to join regardless of whether or not they are currently working in the coffee industry. Each Country Chapter is considered to be a single IWCA member. However, the members of each Country Chapter represent hundreds or thousands of women in their local coffee communities.

Activities The IWCA provides worldwide networking forums for women in all areas of the industry, highlighting the successes of individual women, creating public awareness of issues facing women and opportunities for women to meet and network. Currently, there is an annual breakfast during the conference of the Specialty Coffee Association of America (SCAA). There is also a bi-annual IWCA educational conference held in an origin country.

http://www.womenincoffee.org/


Addendum B – Page 2 of 2 To support chapter development, the IWCA:

1. Provides Training Workshops a. Countries where IWCA chapters exist– provide training and support based on needs of

each chapter b. Non IWCA countries- introduce the concept of an IWCA chapter, provide training and

share experiences from other IWCA chapters

2. Promotes Professional Exchange Programs a. Connect participants to allow them to arrange internships for IWCA chapter members in

producing countries to experience the business of coffee from IWCA members in consuming countries and vice versa

b. Encourage collaborations between IWCA chapters in producing countries to learn from each other

3. Conducts International Conferences

a. Conferences will be held every two years in a designated country b. Conferences are designed to provide an international scope with all chapters

represented

4. Promotes Trips to Origin arranged by local Country Chapters a. To encourage the start-up relationships between roasters and growers b. To share the culture, traditions and people behind the coffee c. Provide a forum for discovery and communication directly with producers

It is expected that the IWCA country chapters will organize activities for the mutual benefit of their members in addition to participating in events organized by other chapters. Country Chapters Through international chapter development and funding, mentorship and training programs and networking, the IWCA strives to acknowledge, elevate and connect women in coffee around the world. The IWCA Country Chapter structure may be considered the: a) vehicle for channeling resources to affiliated coffee communities b) meeting point for women to network, share their experience, deliberate over issues of mutual interest. 3) platform for women to develop their leadership and entrepreneurial skills. 4) channel to market women‟s coffees


Addendum C – Page 1 of 1

Letter of Intent - IWCA Chapter Formation for (Country)

Ms. __________ President - IWCA (International Women‟s Coffee Alliance) Dear Ms: By means of this letter, we officially declare that we have completed the reading and fully understand the procedures of the Chapter Development Protocol of IWCA. To date, we have concluded our socialization rounds in each of the regions and coffee value chains involved in the process. Additionally, among all the members of our team, we have formed an Organizing Committee, to legally incorporate IWCA-(Country) as a not-for-profit organization and to obtain the non-profit tax status equivalent to a US 501 (c) 3 organization. This committee will also develop the mission statement, establish the organizational structure, write the Chapter bylaws, and oversee the first election of officers and directors. For all the above, we therefore present our intent to create IWCA-(Country), and we submit to your consideration our participation within the IWCA. We appreciate your cooperation. Sincerely, Signed by________________ Printed name: Chair Organizing Committee Cc : Chapter Development Committee Chair


Addendum D – Page 1 of 5

Formation of Organization Committee and Creation of Bylaws

After the socialization step and acknowledgement by the IWCA of the local chapter formation team, this team must nominate an Organizing Committee. This committee has the responsibility to create the organization bylaws, and take the necessary steps to constitute it legally. The functions of this Committee will end as soon as the organization is legalized. At that time the chapter members will elect the first Board of Directors. For reference only, below you will find the by-laws of the Costa Rican Chapter, which can be used as a guideline to create your own by-laws in accordance with the Governmental Regulations in each country: Organizational Act We, the associates, who met in the city of Palmares, Alajuela, at thirteen hundred hours, thirty minutes, on October 4, 2005, agree to organize an Association that will be governed by the Law of Associations and its reforms, number two hundred eighteen, from August 1939, which is regulated by the legal framework and the following bylaws: ARTICLE ONE: THE NAME: The Association shall be named the ALIANZA DE MUJERES EN CAFÉ DE COSTA RICA [the Women in Coffee Alliance of Costa Rica], abbreviated into the acronym AMCCR in Spanish [WCACR in English], and due to its nature, shall have an undefined lifetime. ARTICLE TWO: The Association‟s domicile shall be the city of San José, Sabana South, in front of the La Salle high school and its jurisdiction shall be in the entire territory of the Republic of Costa Rica, however, its activities shall extend to all countries of the world. ARTICLE THREE: The purpose of the Association shall be: to create an organization of women related to coffee, where they can find support, promotion and strength in all aspects related to increasing their skills, activities and abilities, including the strengthening of their personal conditions and role in Costa Rican society. Toward this end, the Association shall try to: a) Promote equality among women with respect to conditions, opportunities and skills, strengthening the family and the community; b) Prevent discrimination, subordination and marginalization of women in the coffee-producing community; c) Promote the development of alternative sources of income for women in coffee; d) Establish a common forum among national and foreign participants to support each other mutually; e) Raise awareness among the associates about the need to strengthen and promote an increase in activities related to coffee and explore new processes; f) Strengthen coffee consumption nationally and internationally and raise awareness about its benefits; g) Educate on techniques for cultivation, milling, roasting and commercializing coffee; h) Empower women in coffee to form leaders; i) Create alliances for training, support, advising and financing through alliances with other countries; j) Involve members and position them in national coffee policy formation; k) Any other activity that is in line with the Association‟s ethical and moral principles. ARTICLE FOUR: In order to comply with these objectives, the Association shall, among others, carry out the following activities: a) cooperate and create alliances with private entities anywhere in the world; b) consolidate the organization; c) acquire any type of goods; d) enter into any type of contract; e) active associate members shall be volunteers at fairs and conventions.



ARTICLE FIVE: The Association shall have the following resources; a) registration and annual fees for associate members, as fixed by the Board of Directors; b) national and international grants and donations, c) grants from the Government; d) any other type of income from cultural, sports or recreational activities, such as fairs, bingos and others.

ARTICLE SIX: The Association may acquire any type of goods and services as long as they are permitted under

Article 47 of the Civil Code and have been authorized previously by the Alliance‟s Board of Directors. Authorization shall be required in order for the Association to enter into any type of contract and carry out any type of legal operations for those ends. ARTICLE SEVEN: The subsidiary shall have the following categories of associate membership: a) FOUNDERS: are the people from the Alliance who appear in this Organization Act; b) ACTIVE MEMBERS: members registered in the Associate Member Registration Book, who contribute a periodic fee and participate actively in the Association‟s different activities; c) HONORARY: all those individuals and legal entities, whether or not associate members, who provide personal and economic support for the Association. Honorary associate members shall only participate in the general assembly meetings with a voice but no vote. They may not occupy the positions on the Board of Directors, nor will they be subject to the duties established for the Founders and Active Members. ARTICLE EIGHT: For those interested in affiliating themselves with the Association, the following rules shall be applied: a) the interested party shall present a written application to the Board of Directors; b) all applications shall be accompanied by a recommendation from two Founder members; c) the interested party shall accept the Association‟s bylaws and rules; d) the interested party shall be an individual or legal entity that fulfills all requirements as such in their country of origin; e) the affiliation shall be approved by one half plus one of the Board of Directors‟ members and shall receive the notification in writing. The Board of Directors reserves the right to accept or reject the affiliation application and shall have thirty calendar days to do so beginning on the date of the application. The Board shall grant acceptance by simple majority and reject the application with justification. ARTICLE NINE: Associate members shall be dismissed from the Association for the following reasons: a) voluntary withdrawal directed to the Board of Directors; b) expulsion agreed upon and justified by two-thirds vote of the general assembly members present at the meeting called for that purpose, and for any of the following reasons: a) failure to pay the annual fee without justification; b) immoral conduct that goes against the Association‟s good standing; c) when an associate member acts in the name of the Association with having been granted the power to do so; d) expiration of the legal entity‟s life or the entity‟s dissolution. PROCEDURES AND DEFENSE: Associate members shall be suspended for one month for not complying, with no justification, with the obligations established by the Board of Directors. If this should occur a second time, they shall be suspended for six months; they shall be expelled the third time it occurs. Sanctions shall be communicated verbally and suspensions in writing. Suspensions shall be resolved upon the recommendation of at least two members of the general assembly and with approval from the Board of Directors. Expulsions shall be resolved by the general assembly. ARTICLE TEN: Associate members shall have the following rights: a) to elect and be elected to positions on the Board of Directors and of the Association‟s auditor; b) to participate in all educational, cultural and social activities that the Association organizes; c) to participate with voice and vote in the general assembly meetings; d) to present motions and suggestions in the assembly meeting; e) to denounce actions to the Association‟s auditor and general assembly on any irregularity that is noticed in the Board of Directors or associate members‟ performance in their positions. ARTICLE ELEVEN: The associate members‟ responsibilities are: a) to uphold the Law of Associations and its reforms, the Association‟s bylaws and rules, and any agreements between different organizations and the Association; b) to pay regular and special fees punctually; c) to attend meetings that have been called; d) to



cooperate in conserving the Association‟s goods and positive development; e) to support the activities that the Association carries out to fulfill its objectives; f) to always conduct themselves in an ethically- and morally- acceptable way, respecting traditional Costa Rican values; i) to faithfully fulfill obligations for the positions that they were elected, j) to respect the Association‟s good standing.

ARTICLE TWELVE: The associate members agree to fulfill the tasks that are given to them as members. Pursuant to the following provisions, members may be sanctioned by: ONE. A written warning emitted for the following reasons: a) for unjustified absences at 5 consecutive general assembly meetings, whether regular or special; b) for unjustified absences at 5 consecutive Board of Directors meetings, if the member is part of the Board, c) for not complying with the general assembly meeting provisions, whether regular or special, or the provisions of the Board of Directors. TWO. Members may be suspended for a period of eight to thirty days for: a) having been warned twice and done something to make a third warning necessary, b) having been absent without justification from four consecutive or six alternating Board of Directors meetings; c) having been absent without justification from four or more consecutive general assembly meetings. THIRD. A member of the Board of Directors may be removed from her position if: a) she does not fulfill the tasks required by it, and, b) she does not attend more than six consecutive or eight alternating Board of Directors meetings. The Board of Directors may dictate warnings and suspensions as sanctions. Warnings shall be given by a simple majority vote. Suspension and expulsion shall be given by an absolute majority. The process in Article 8 shall be followed to expel a member. ARTICLE THIRTEEN: ON THE GENERAL ASSEMBLY: This is the highest authority within the Association and is made up of all associate members. There shall be two types of general assembly meetings: regular and special. The regular general assembly shall meet once a year in the first half of October and shall be called by the Board of Directors in a written notice, which shall be sent to all members no later than two weeks prior to the meeting. The purpose of this meeting shall be to receive reports on the General or Executive Directors‟ activities, receive reports from the auditor and elect members when necessary. Special meetings shall be held when the Board of Directors so agrees and asks a certain number of members representing seventy percent of the total to be present, or when the auditor feels it is necessary to hold a meeting. Both the regular and special general assembly meetings shall be called by the President in a written notice, email, fax or published article in a newspaper with national circulation. The first methods must be sent one week in advance, and the latter ones forty eight hours before the meeting. The first call shall have a quorum when one half plus one of the associate members are present. If this minimum is not present, a second call shall be made one hour later with the number of members present, which may never be less than ten. Resolutions shall be approved by simple majority, except in cases in which the Law or these bylaws require the vote of two-thirds of the associate members. ARTICLE FOURTEEN: The purpose of the regular general assembly meeting is: a) to elect the Board of Directors and Auditor every two years. These may be reelected; b) to understand, approve, reject or modify the reports that the other directors share; c) to agree upon the purchase of real estate property and to accept donations and grants; d) to approve the rules passed down by the Board of Directors; e) to approve the budget for the corresponding year; f) to determine the amount of the insurance policy that shall cover the President and the Treasurer on the Board of Directors; g) to approve the registration and annual fee amounts for the members; h) to learn how the Association is doing and resolve any initiatives proposed by the members. ARTICLE FIFTEEN: The purpose of the special general assembly meeting is: a) to fill spaces left empty on the Board of Directors or the Auditor‟s position; b) to reform the bylaws and rule; c) to approve the expulsion of members; d) to approve the dissolution of the Association.



ARTICLE SIXTEEN: The Board of Directors: The Association shall be governed by the Board of Directors, comprised of eleven associate members, of legal age, who enjoy all rights as named: PRESIDENT, VICE-PRESIDENT, SECRETARY, UNDER-SECRETARY, TREASURER AND SIX ALTERNATE VOICES, who shall be elected in the regular general assembly meeting held in the first half of October. Temporary absences by Board of Director members, as well as permanent absences, shall be replaced by the Board of Directors while a special general assembly meeting is called in order

to fill the positions for the remaining term. The President of the Board of Directors may only be substituted by the Vice-president in case of absence. The terms for their positions shall be for 2 years, beginning October 16 and ending October 15 of the corresponding year. ARTICLE SEVENTEEN: The Board of Directors shall: a) approve the resolutions made by the general assembly b) elaborate reports to be presented to the general assembly, c) elaborate the work plan, programming and annual budget, d) make sure that the bylaws, rules and equity of the Association are upheld, e) propose to the general assembly the transfer or negotiation of any type of real estate property belonging to the Association, f) understand, review, control and budget all economic donations received, g) name commissions to assure the advance of the Association, h) receive, study, approve or reject registration applications from interested parties and communicate the respective resolution, i) fill vacant positions until the following general assembly meeting is called, j) approve internal rules required for the Association‟s advancement, k) approve the purchase of equipment and goods, l) establish agreements. ARTICLE EIGHTEEN: There shall be a third independent entity called the Auditor, a person of legal age and acting in her full rights as named by the regular general assembly meeting held in the first half of October. The term of the position shall be for TWO YEARS. The Auditor shall assume her position on October 15 of year one, and it shall end on September 30 of year three. She shall have the following powers: a) to supervise all of the Association‟s economic transactions and movements; b) to make sure the Association upholds the Law, the bylaws and the rules, as well as agreements and other regulations issued by the Association; c) to give an annual report to the assembly; d) to listen to complaints from the associate members and carry out the pertinent investigations; e) to call a special general assembly meeting when it is considered necessary; f) to participate with voice but no vote in the Board of Directors meetings when the Board is dealing with issues related to the Auditor‟s position. ARTICLE NINETEEN: The Board of Directors shall meet regularly every thirty days and hold special meetings when called by the Secretary in a written notice, email, fax or publication in a newspaper with national circulation with two days anticipation. They shall have a quorum when six members are present and resolutions shall be made by a simple majority of the votes. ARTICLE TWENTY: The responsibilities of the Board of Directors are the following: a) to approve the necessary resolutions so that the Association meets its objectives, b) to present a report to the regular general assembly meeting annually, c) to call regular and special general assembly meetings: ARTICLE TWENTY ONE: Responsibilities of the Board of Directors include: PRESIDENT: a) shall be the legal and non-legal representative for the Association with unlimited powers as the authorized agent as granted in Article one thousand two hundred fifty three of Costa Rica‟s Civil Code. The President may substitute her power completely or in part, repeal substitutions and make other substitutions without losing her power, b) preside over the general assembly meetings; c) authorize and sign, along with the Treasurer, all payments that the Board of Directors agrees upon, d) elaborate, with the Board of Directors, the plans, programs and budgets that should be presented to the general assembly; e) in general, take initiative on all activities the Association carries out. VICE-PRESIDENT: shall replace the President when she is temporarily absent, with the same attributions and obligations. SECRETARY: the following corresponds to the Secretary: a) shall write the acts for the general assembly meetings and Board of Directors meetings, which shall be signed together with the President once they have been approved by the respective body; b) shall record all acts in a registration book, in order, for the



general assembly, Board of Directors and associate members, every day; c) shall read the correspondence and process it as soon as possible; d) shall keep a orderly and complete record. UNDER-SECRETARY: shall help with all tasks designated to the Secretary; TREASURER: shall: a) collect the fees fixed for the members; b) manage the Association‟s funds, which shall be deposited in a current account in one of the national banking system‟s banks under the name of the Association. Deposits or withdrawals shall be

made with the signature of the President and the Treasurer. In the case of temporary absence by the President, the Vice-president may sign, c) elaborate an annual report for the general assembly and keep it up-to-date and legal. The Treasurer is also responsible for the accounting books, inventory and balance sheets; d) be covered by an insurance policy pursuant to Article 24 of the Law of Associations, whose amount shall be set by the general assembly. ALTERNATE VOICES: these shall help out in all tasks designated by the Board of Directors and may temporarily substitute any Board member when absent, except for the President. ARTICLE TWENTY TWO: Complete or partial reforms to these bylaws shall be approved by the general assembly meeting of associate members, as subject to the existing legal regulations on the topic and shall receive favorable votes from two-thirds of the persons present. ARTICLE TWENTY THREE: The Association shall be dissolved when done so in accordance with the clauses indicated in the articles of the Law of Association and its reforms. For these effects, a civil judge, delegated to the domicile of the Association, shall be requested. The person named to liquidate the Association shall not charge more than five percent of the net total of the liquidated goods. Upon selling the goods, the net earnings from the sale shall be distributed proportionally among the active associate members. END. This act, once approved, shall elect the following persons named as the Board of Directors for a term that shall last from October 1, 2005 to September 30, 2007: PRESIDENT: GRACE MENA VILCHEZ; VICE-PRESIDENT: FAYE MARÍA CAMPOS WALMSLEY; SECRETARY: KATTIA ZAMORA ALFARO; UNDERO-SECRETARY: MICHELLE FILLOY PÉREZ; TREASURER: ALBA NIDIA ROJAS BORBÓN AND ALTERNATE VOICES ONE) SILVIA ELENA VINDAS CAMACH, TWO) JENNIFER CASTRO BARQUERO; THREE) OLGA MARTHA PORRAS ARAYA, FOUR) SILVIA ELENA HERNÁNDEZ SÁNCHEZ, FIVE) LIDIA MATAMOROS AGUERO AND SIX) NATALIA GÓMEZ CHÁVEZ. AS AUDITOR: KATTIA BARRANTES ZÚÑIGA, all of whom, under the mentioned powers, accept their present positions immediately. TRANSITION: The Board of Directors named in this act shall extend their duties for the time period necessary so as to fulfill the two years they have been appointed plus a remaining time period until the corresponding regular general assembly meeting is called, beginning with the official registration of the Association. We have requested the legal registration of the Association; therefore, we are attaching the corresponding stamps. With no other issues to resolve, the session is dismissed after two hours.


Addendum E - Page 1 of 2

Strategic and Operation Plan

The long term vision (strategy) and short term plan (operation) should be developed collaboratively with directors, officers, members and other stakeholders to fulfill the mission of the Country Chapter. The strategy sets the long range vision of what the Country Chapter plans to achieve, while the operation plans determine how to get there, by whom and with what resources. Operation plans should be SMART: specific, measurable, achievable, realistic and time bound. For reference only, here is an example of the original IWCA-Costa Rican Strategic Plan that you may use as a guideline to develop you own Strategic and Operation Plan:

Mission: “Provide women in the coffee industry with the tools necessary to strengthen their participation nationally and internationally.” Vision: “To be a model organization recognized internationally as a generator of new opportunities for women in the coffee sector, improving the quality of life in their communities in a sustainable way.” General objectives

A. Promote knowledge creation and personal development among associate members to improve their business opportunities.

B. Promote the associate members‟ coffee, positioning it in the international market in order to create better commercial opportunities.

Objectives.

General objectives (A) Provide women in the coffee sector

the tools necessary to strengthen their participation nationally and internationally.

Provide women a voice and vote in policy formation decisions in the coffee sector.

Provide tools for the associate members to create leaders in Costa Rica‟s coffee sector.

Promote sustainable development in each of their communities through environmentally-friendly, economically-feasible and socially-acceptable activities.

General objectives (B) Create alliances with similar

organizations in other countries to form an international network.

Propose a commercialization strategy that recognizes and values the participation of women in Costa Rica‟s coffee sector.

Promote the Alliance‟s participation in international fairs.

Create promotional materials (brochures, banners, videos).


Addendum E - Page 2 of 2

Goals Short-term

Participation in the SCAA Conferences 2007 in Long Beach

Workshops on production, milling, trading and cupping for IWCA-Costa Rica associate members

Participation in activities in the coffee sector

Participation in Business women Fair Medium-term

Continue networking with international alliances and groups for mutual support and knowledge creation

Create a new brand to export the women‟s coffee

Develop coffee leadership programs with the National Women‟s Institute of Costa Rica

Obtain a grant from the Newman‟s Foundation, in order to continue helping more women in coffee to enhance their participation in the coffee sector

Long-term

Promote a brand for the women that show their effort and dedication

Create a coffee fair that involves the whole coffee chain so that associate members can exhibit their coffees

Geographic scope

Involve women coffee producers from the seven regions of the country.

Offers a variety in terms of flavor and quality to satisfy clients with different tastes.


Addendum F – Page 1 of 1

Application for IWCA Chapter Recognition

Chapter Name: IWCA-(country name) Chapter Name locally: Number of Members: Mission: Legal Constitution Date:

Ms.__________

President of the Board

International Women in Coffee Alliance

Dear Ms.____________ We hereby request a Letter of Understanding (LOU) between IWCA-______ and the IWCA global entity. We have completed the steps specified in the Chapter Formation Protocol and we commit to respect the IWCA‟s mission, objectives and values, in order to elevate the status of women in all sectors of the coffee industry. Enclosed please find a copy of: 1) Our by-laws; 2) Governmental registration of (local legal name)__________________ proving its existence and outlining the non-profit status; 3) List of our members; 4) Name, phone and email address of each director on our board, with a description of their role; 5) the Strategic and Operational Plan. We understand the IWCA board has to review the documents herewith submitted before approving our

request and we look forward to a close relationship of mutual benefit.

Please feel free to send us any comments or questions you might have in relation to this formal

request.

Yours very truly,

Signed by_______________________ President IWCA-______________ Cc: IWCA Chapter Relations Committee Chair


Addendum G – Page 1 of 2

Letter of Understanding Sample

LETTER OF UNDERSTANDING (LOU) BETWEEN

INTERNATIONAL WOMEN‟S COFFEE ALLIANCE (IWCA) AND A COUNTRY CHAPTER

Whereas, the International Women‟s Coffee Alliance, (hereafter referred to as IWCA) is a worldwide non-profit organization of women from all sectors of the coffee industry that includes producers, exporters, importers, roasters, retailers, NGOs and allied companies; and whereas, the IWCA has the long-term vision of raising the status of women in coffee worldwide; and

now therefore, IWCA hereby grants IWCA-(Country) (known locally as SHOW ACRONYM AND FULL NAME IN SPANISH) a charter as a local chapter of the IWCA, so that IWCA-(Country) and IWCA may work together towards their mutual goals and activities to empower women in the international coffee community to achieve meaningful sustainable livelihoods and to encourage and recognize the participation of women in all aspects of the coffee industry.

IWCA-(Country) will share the status of in-country programs that meet the criteria of the IWCA mission.

IWCA-(Country) will make an annual report due before the annual IWCA board meeting, currently held each September.

Mutual Expectations

IWCA will grant IWCA-(Country) ongoing membership.

IWCA-(Country) will liaise with the IWCA‟s Chapter Relations Committee Chair concerning all matters related to the above activities.

Other Notwithstanding other issues and considerations that may arise during the tenure of this LOU, both IWCA and IWCA-(Country) agree with the following terms and conditions: Both parties agree to operate within the limits established by the laws and regulations of the governing bodies regulating their respective establishment, operation, and non-profit status. No rule, resolution, or bylaw shall be adopted, no agreement entered into, and no act done or suffered by either association which shall restrain or tend to restrain or prevent free and open competition in the coffee industry. This LOU is not to be considered as legally binding on either IWCA or IWCA-(Country). No financial liability of any nature is intended or will be created as a result of the execution of this document. Both parties stipulate their willingness to take ordinary and necessary steps to implement this LOU, which may include meeting, travel, correspondence and pilot programs subject to financial and staff resources.


Addendum G – Page 2 of 2

THIS LOU IS EFFECTIVE FOR ONE YEAR, BEGINNING ON THE DATE OF SIGNING, AND SHALL AUTOMATICALLY BE RENEWED ON THE ANNUAL ANNIVERSARY DATE UNLESS INTENTION NOT TO RENEW THE LOU IS COMMUNICATED TO THE OTHER PARTY. EITHER PARTY MAY TERMINATE THIS LOU FOR ANY REASON WITH 30 DAYS WRITTEN NOTICE TO THE OTHER PARTY. IN WITNESS WHEREOF, the two parties to this Letter of Understanding hereby affix their signatures below. For: International Women‟s Coffee Alliance (IWCA) Name: Title: President Signature: ___________________ Date: For: IWCA-(Country) Name: Title: President Signature: ___________________ Date:


Addendum H - Page 1 of 2

IWCA Logo Usage Guidelines

The International Women‟s Coffee Alliance (IWCA) considers its name and logo to be valuable trademarks, and must take efforts as reasonably necessary to protect its trademark rights. Any business that desires to use the IWCA brand (words and/or logo) on goods and packaging or in advertising or promotional materials must enter into a formal written agreement with the IWCA. This agreement must be negotiated for each separate product or service that uses the IWCA brand and approved by a simple majority of the IWCA Board. The IWCA has the right to refuse its brand use to any business at any time, but should not refuse a brand use request unreasonably. These guidelines apply to both the use of the IWCA US-based organization and affiliated local organizations and were approved at the May 5, 2007 IWCA Board meeting. Use of the IWCA logo on commercial products –Roasted Whole Bean or Ground Coffee If a request for the use of the IWCA logo on roasted whole bean and/or ground coffee has been submitted to the IWCA Board of Directors and approved, the following information must be provided in advance of any packaging materials being produced: Source of the coffee – Identify the country/countries of origin in as much detail as possible (e.g., the specific farms/cooperatives). The exporter and importer used to source the coffee must be disclosed. Final consumer package translated into volume– Describe the final consumer packaging (e.g., 1-lb. bags of whole bean coffee) and how many of these packages are estimated to be produced. Dates of sale – What is the anticipated date when this coffee will be available for sale? Distribution channels –Please list all of the distribution channels that will be used to sell the coffee. Examples are retail stores, on-line sales, sales at coffee events and conferences, other. Contribution to the IWCA – If a contribution is going to be made to the IWCA and/or any of its local affiliates, please explain the approach that will be used (e.g., a set amount, a contribution of x cents for every pound or other unit of coffee sold, etc). Artwork – The IWCA will supply the current version of its logo for use in packaging. A mock-up of the package must be provided to the IWCA with sufficient lead time for the designated contact to review and approve it. Use of the IWCA logo on commercial products –Non-coffee products If a request for the use of the IWCA logo on a non-coffee product is approved, the following information must be provided in advance of any products being manufactured: Description of the product: Examples could include coffee mugs, T-shirts, or other items. Dates of sale: What is the anticipated date that these items will be available for sale? Distribution channels –Please list all of the distribution channels that will be used to sell the products. Examples are retail stores, on-line sales, sales at coffee events and conferences , other.


Addendum H – Page 2 of 2 Contribution to the IWCA – If a contribution is going to be made to the IWCA and/or any of its local affiliates, please explain the approach that will be used (e.g., a set amount, a contribution of x cents for every item sold, etc. Artwork – The IWCA will supply the current version of its logo for use in packaging. A mock-up of the product must be provided to the IWCA with sufficient lead time for the designated contact to review and approve it.

Approval Process for Use of IWCA logo

1. Submit a request for use of the logo to the IWCA Board to a current member of the Board (names

and contact information are available at www.womenincoffee.org). It is recommended that the request be submitted at least three months in advance of anticipated use and include all of the information listed on the previous page.

2. The IWCA Board will review each request on its own merits and vote on the request. IWCA Board

members that have a business interest in a brand usage request must recuse themselves from voting in order to avoid a conflict of interest situation.

3. A representative of the IWCA Board will inform the person making the request of the outcome of the

vote. If the request is approved, a timeline for submission of final artwork and any other information that may be necessary will be developed jointly with the person making the request.

4. Use of the IWCA logo will not be made on an exclusive basis.

http://www.womenincoffee.org/


Addendum I – Page 1 of 1

Annual Report Template

The Chapter Annual Report should be submitted every year, 2 weeks in advance of the IWCA annual meeting, currently in September each year, or as otherwise agreed upon between IWCA and any individual chapter. This report is a critical input for the IWCA strategy and plans, including Development and Event committee activities. The Chapter Annual Report also serves as an important communication tool for IWCA stakeholders: members, other chapters, directors, donors, etc Thus several key pieces should be included at a minimum:

1. Mission of the chapter 2. List of current Directors: Name, title in organization, industry sector (producer, exporter,

etc) and contact information (telephone numbers and emails) 3. Summary of work plan from previous year (if applicable) with objectives, activities and

targets met 4. Work plan for upcoming 12 months including planned objectives, activities and targets 5. Revenues breakdown by categories (amounts not needed) e.g. Membership fees 45%,

donations 25%; fee for services 30% 6. Number of chapter members and how many women are represented by those members 7. Photos!!


Addendum J – Page 1 of 12

BYLAWS OF

INTERNATIONAL WOMEN’S COFFEE ALLIANCE, INC.

a California Nonprofit Public Benefit Corporation

As Amended April 17, 2010

ARTICLE I Recitals and Definitions

Section 1. Name of Corporation. The name of this Corporation shall be INTERNATIONAL

WOMEN’S COFFEE ALLIANCE, INC., and shall be referred to herein as the "Corporation".

Section 2. Corporation Is Nonprofit. This Corporation has been formed pursuant to the

California Nonprofit Corporation Law as a public benefit corporation.

Section 3. Specific Purposes. The public and charitable purposes of the Corporation are to

empower women in the international coffee community to achieve sustainable livelihoods; and to

encourage and recognize the participation of women in all aspects of the coffee industry.

Section 4. Development of International Affiliate Chapters. This Corporation shall promote and

help in the development of international chapters affiliated with this Corporation to carry out its

specific purposes.

ARTICLE II Principal Office

Section 1. Location of Principal Office. The principal office of the Corporation will be located

at such place within or outside of the State of California as the Board may from time to time designate

by resolution.

ARTICLE III Membership

Section 1. Members. This Corporation shall have no members as that term is defined in section

5056 of the California Nonprofit Corporation Law. Unless otherwise provided herein or in the

California Nonprofit Public Benefit Corporation Law, any action which would otherwise require

approval by a majority of all members of approval by the members shall require only approval of the

Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of

Directors.

Section 2. Associates . Nothing in this Article III shall be construed as limiting the right of the



Corporation to refer to persons associated with it, who participate in any activities of the Corporation,

as "members" even though such persons are not members as defined in section 5056 of the California

Corporations Code. Such persons shall be deemed to be associated persons with respect to the

corporation as that term is defined in section 5332 of the California Nonprofit Public Benefit

Corporation Law and no such reference shall constitute anyone a member of this Corporation.

ARTICLE IV

Board of Directors

Section 1. General Corporation Powers. The business and affairs of this Corporation shall be

vested in and exercised by, the Corporation's Board of Directors. Subject to the limitations expressed

in Article VII, Section 1, the Board may delegate the management of the activities of the Corporation

to any person or persons, or committee, provided that notwithstanding any such delegation, the

activities and affairs of the Corporation shall continue to be managed and all Corporate powers shall

continue to be exercised under the ultimate direction of the Board.

Section 2. Number of Directors: Qualifications.

(a) Number and Qualifications. The authorized number of directors shall be not less than three

(3) nor more than fifteen (15) persons until changed by an amendment to these Bylaws. The exact

number of directors shall be fixed, within the limits specified, by resolution of the Board.

Section 3. Term of Office. Directors shall serve two (2) year terms and may be elected to

successive terms. Directors whose terms would have expired in April 2010, shall have their terms

extended until the next election of directors in September 2010.

Section 4. Election of Directors.

(a) Election of Directors. The election of directors shall take place at the annual meeting of the

Board, provided, however, that vacancies may be filled prior to the annual meeting date as provided in

Section 5, below. If directors are not elected at an annual meeting, they may be elected at any special

meeting held for that purpose or by written ballot.

Section 5. Removal of Directors and Filling Vacancies on the Board of Directors.

(a) Vacancies, Generally. A vacancy or vacancies in the Board of Directors shall be

deemed to exist on the occurrence of any of the following: (i) the death, resignation, expiration of term

or removal of a director; or (ii) an increase of the authorized number of directors.

(b) Resignation of Directors. Any director may resign, which resignation shall be effective

on giving written notice to the president, the secretary, or the Board of Directors, unless the notice

specifies a later time for the resignation to become effective. If the resignation of a director is effective

at a future time, the Board of Directors may elect a successor to take office when the resignation



becomes effective.

(c) Filling of Vacancies.

(i) Vacancies on the Board may be filled by majority vote of the Board in accordance

with Article V, below , or if the number of directors then in office is less than a quorum, the vacancy

may be filled by (A) the unanimous written consent of the remaining directors, or (B) the affirmative

vote of a majority of the remaining members of the Board at a duly held meeting or (C) by the sole

remaining director. Upon election to fill a vacancy, such director shall serve for the balance of the

term for that seat.

(d) Removal of Directors for Cause. The Board of Directors shall have the power and

authority to remove a director and declare his or her office vacant if he or she has (i) been declared of

unsound mind by a final order of court; (ii) been convicted of a felony; (iii) been found by a final

order or judgment of any court to have breached any duty under sections 5230 through 5237 of the

California Nonprofit Public Benefit Corporation Law (relating to the standards of conduct of

directors); or (iv) if the director fails to attend three (3) consecutive regular meetings of the Board of

Directors which have been duly noticed in accordance with Article V hereof.

(e) Removal of Directors Without Cause. Except as otherwise provided in subparagraph (d),

above, a director may only be removed from office prior to expiration of his or her term by the

affirmative vote of a majority of the directors then in office.

ARTICLE V Board Meetings

Section 1. Place of Meetings; Meetings by Telephone. Regular and special meetings of the

Board of Directors may be held at any place within or outside of the State of California that has been

designated from time to time by resolution of the Board and stated in the notice of the meeting. In the

absence of such designation, regular meetings shall be held at the principal office of the Corporation.

Notwithstanding the above provisions of this Section 1, a regular or special meeting of the Board may

be held at any place consented to in writing by all the Board members, either before or after the

meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular

or special, may be held by conference telephone or similar communication equipment, so long as all

directors participating in the meeting can hear one another, and all such directors shall be deemed to be

present in person at such meeting.

Section 2. Annual Meeting of Directors. The Board of Directors shall hold an annual meeting

for the purpose of organization, election of directors and officers, and the transaction of other business.

The annual meeting shall be held in September of each year. If the annual meeting date falls on a legal

holiday, the annual meeting shall be held at the same hour and location on the next day following the

regular annual meeting date. Notice of this meeting shall not be required.

Section 3. Other Regular Meetings. Other regular meetings of the Board shall be held without



call at such time as shall from time to time be fixed by the Board of Directors and communicated to

the individual Board members. Notice of the date, time and place of regular meetings shall be

communicated to the Board members not less than 72 hours prior to the meeting; provided, however,

that notice need not be given to any Board member who has signed a written waiver of notice or

consent to holding the meeting as more particularly provided in Section 7 of this Article V.

Section 4. Special Meetings of the Board. Special meetings of the Board of Directors for any

purpose may be called at any time by the chairman of the Board, the president, any vice president, the

secretary or any two directors.

Section 5. Notice of Meetings.

(a) Manner of Giving Notice. Notice of the time and place of the annual and any meetings

of the Board shall be given to each director by one of the following methods: (i) by personal delivery

of written notice; (ii) by first-class mail, postage prepaid; (iii) by telephone communication, either

directly to the director or to a person at the director's home or office who would reasonably be

expected to communicate such notice promptly to the directors; (iv) by telegram, charges prepaid; or

(v) by e-mail, with receipt confirmed by return e-mail or other writing. All such notices shall be given

or sent to the director's address or telephone number as shown on the records of the Corporation.

Notice of a meeting need not be given to any director who signs a written waiver of notice or a written

consent to holding the meeting or an approval of the minutes thereof, whether before or after the

meeting, or who attends the meeting without protesting, prior thereto or at commencement of the

meeting, the lack of notice to such director. All such waivers, consents and approvals shall be filed

with the Corporation records or made a part of the minutes.

(b) Time Requirements. Except as provided in Section 3, above, notices sent by first-class

mail shall be deposited into a United State mailbox at least four days before the time set for the meeting.

Notices given by personal delivery, telephone, email or telegraph shall be delivered at least 48 hours

before the time set for the meeting; provided, however, that notice need not be given to any Board

member who has signed a written waiver of notice or consent to holding the meeting as more

particularly provided in Section 7 of this Article V.

(c) Notice Contents. The notice shall state the date, time, place, and the general

purpose of the meeting.

Section 6. Quorum Requirements.

(a) Specified Quorum. A majority of directors then in office shall constitute a quorum for

the transaction of business, except to adjourn as provided in Section 8 of this Article V.

(b) Action of the Board. Except as otherwise provided herein or in the Nonprofit Public

Benefit Corporation Law, every act or decision done or made by a majority of the directors present at a

meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.



(c) Effect of Withdrawal of Directors From Meeting. A meeting at which a quorum is initially

present may continue to transact business, notwithstanding the withdrawal of directors below a quorum,

if any action taken is approved by at least a majority of the required quorum for that meeting or such

greater number as is required by the Articles of Incorporation or these Bylaws.

Section 7. Waiver of Notice. The transaction of any meeting of the Board of Directors, however

called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after

regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the

directors not present, individually or collectively, signs a written waiver of notice, a consent to the

holding of the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not

specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the

Corporation records or made a part of the minutes of the meeting and shall have the same force and

effect as a unanimous vote of the Board. The requirement of notice of a meeting shall also be deemed to

have been waived by any director who attends the meeting without protesting before or at its

commencement about the lack of notice.

Section 8. Adjournment. A majority of the directors present, whether or not constituting a

quorum, may adjourn any meeting to another time and place or may adjourn for purposes of

reconvening in executive session to discuss and vote upon personal matters, litigation in which the

Corporation is or may become involved and orders of business of a similar nature. If the meeting is

adjourned for more than 24 hours, notice of adjournment to any other time or place shall be given prior

to the time of the adjourned meeting to the directors who were not present at the time of the

adjournment. Except as hereinabove provided, notice of adjournment need not be given.

Section 9. Action Without a Meeting . Any action required or permitted to be taken by the Board

of Directors may be taken without a meeting, if all members of the Board, individually or collectively,

consent in writing to that action. Such action by written consent shall have the same force and effect as

an unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the

minutes of the proceedings of the Board. For purposes of this section, "all members of the Board" shall

not include any "interested director" as defined in section 5233 of the Nonprofit Public Benefit

Corporation Law.

Section 10. Compensation . Directors and members of committees shall not be entitled to

compensation for their services as such, although they may be reimbursed for such actual expenses as

may be determined by resolution of the Board of Directors to be just and reasonable. This Section 10

shall not be construed to preclude any director from serving the corporation in any other capacity, such

as an officer, agent, employee, or otherwise, and receiving compensation for those services. Any such

compensation or expense reimbursement must be pre-approved by the Board.

ARTICLE VI Duties and Powers of the Board



Section 1. Specific Powers. Without prejudice to the general powers of the Board of

Directors set forth in Article IV, Section 1, the directors shall have the power to:

(a) Exercise all powers vested in the Board under the laws of the State of California.

(b) Appoint and remove all officers of the Corporation, the executive director of the

Corporation, if any, and other Corporation employees; prescribed any powers and duties for such

persons that are consistent with law, the Articles of Incorporation and these Bylaws; and fix their

compensation.

(c) Appoint such agents and employ such other employees, including attorneys and

accountants, as it sees fit to assist in the operation of the Corporation, and to fix their duties and to

establish their compensation.

(d) Adopt and establish rules and regulations governing the affairs and activities of the

Corporation, and take such steps as it deems necessary for the enforcement of such rules and

regulations; provided notice and a hearing are provided as more particularly set forth in section 7341 of

the Corporations Code.

(e) Enforce all applicable provisions of these Bylaws.

(f) Contract for and pay premiums for insurance and bonds (including indemnity bonds)

which may be required from time to time by the Corporation.

(g) Pay all taxes, and charges which are or would become a lien on any portion of the

Corporation's properties.

(h) Contract for any pay for construction or reconstruction of any portion or portions of the

Corporation's properties which have been damaged or destroyed and which are to be rebuilt.

(i) Delegate its duties and powers hereunder to the officers of the Corporation or to

committees established by the Board, subject to the limitations expressed in Section 1 of Article VII

hereof.

(j) Prepare budgets and maintain a full set of books and records showing the financial

condition of the affairs of the Corporation in a manner consistent with generally accepted accounting

principles, and at not greater than annual intervals prepare an annual financial report, a copy of which

shall be delivered to each Director as provided in Article IX.

(k) Appoint such committees as it deems necessary from time to time in connection with

the affairs of the Corporation.

(l) Fill vacancies on the Board of Directors or in any committee, except for a

vacancy created by the removal of a Board member.



(m) Open bank accounts and borrow money on behalf of the Corporation and

designate the signatories to such bank accounts.

(n) Bring and defend actions on behalf of the Corporation so long as the action is

pertinent to the operations of the Corporation.

Section 2. Limitations on Powers.

(a) Self-Dealing Transactions. Notwithstanding the powers conferred on the Board pursuant

to Section 1 above and Article IV, Section 1 hereof, this Corporation shall not engage in any transaction

which meets the definition of a "self-dealing transaction" as defined in section 5233 of the Nonprofit

Public Benefit Corporation Law unless the transaction has been approved by one of the means specified

in subparagraph (d) of said section 5233. The Board may also, from time to time, adopt additional

policies for the regulation and disclosure of self-dealing transactions, consistent with the Nonprofit

Public Benefit Corporation Law, the Internal Revenue Code and the regulations issued under such laws.

(b) Transactions Between Corporations Having Common Directorships. Unless it is

established that the contract or transaction is just and reasonable as to the Corporation at the time it is

authorized, approved or ratified, this Corporation shall not enter into a contract or transaction with any

other corporation, association or entity in which one or more of the Corporation's directors are directors

unless the material facts as to the transaction and the director's common directorship are fully known or

disclosed to the Board. The Board must approve, authorize or ratify any such contract or transaction in

good faith and by a vote sufficient without counting the vote of the common director(s).

(c) Loans to Directors or Officers. This Corporation shall not make any loan of money or

property to, or guarantee the obligation of, any director or officer, unless the transaction is first

approved by the California Attorney General. This provision shall not apply to any reasonable advance

on account of expenses anticipated to be incurred in the performance of the director's or officer's

duties.

(d) Standards for Investment. Except as provided in sections 5240(c) and 5241 of the

Nonprofit Public Benefit Corporation Law, in the investment, reinvestment, purchased, acquisition,

exchange, sale and management of the Corporations' investments, the Board shall:

(i) Avoid speculation, looking instead to the permanent disposition of the funds,

considering the probable income, as well as the probable safety of the Corporation's capital; and

(ii) Comply with additional standards, if any, imposed by the Articles of

Incorporation, these Bylaws or the express terms of any instrument or agreement pursuant to which

the invested assets were contributed to the Corporation.

ARTICLE VII

Committees

Section 1. Committees of the Board . The Board may, by resolution create and appoint the



membership of one or more committees of the Board to serve at the pleasure of the Board. Such

committees shall be composed of two or more Directors. Each such committee shall have such powers

of the Board as may be expressly delegated to it, except that no committee, regardless of Board

resolution, may:

(a) Take any final action on any matter which, under the Nonprofit Corporation Law of

California, also requires approval of the Members.

(b) Fill vacancies on the Board of Directors or on any committee which has been

delegated any authority of the Board.

(c) Amend or repeal Bylaws or adopt new Bylaws.

(d) Amend or repeal any resolution of the Board of Directors which by its express terms

is not so amendable or repealable.

(e) Appoint any other committees of the Board of Directors or the members of those committees.

(f) Approve any self-dealing transaction unless authorized by section 5233(d)(3) of the

Nonprofit Public Benefit Corporation Law.

Section 2. Other Committees. The Board or the Governance Committee may by resolution

also create and appoint the membership of one or more committees, which need not include any

Directors in their membership, to serve at the pleasure of the Board. Such committees shall not have

any powers of the Board, but may make recommendations to it.

Section 3. Meetings and Actions of Committees. Meetings and actions of committees shall be

governed by, and held and taken in accordance with, the provisions of Article V of these Bylaws,

concerning meetings of directors, with such changes in the contest of those Bylaws as are necessary to

substitute the committee and its members for the Board of Directors and its members, except that the

time for regular meetings of committees may be determined either by resolution of the Board of

Directors or by resolution of the committee. Special meetings of committees may also be called by

resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any

and all alternate members, who shall have the right to attend all meetings of the committee. Minutes

shall be kept of each meeting of any committee and shall be filed with the Corporate records. The Board

of Directors may adopt rules not inconsistent with the provisions of these Bylaws for the governance of

any committee.

ARTICLE VIII Officers

Section 1. Officers. The officers of the Corporation shall be a president, a vice-president, a

secretary and a chief financial officer. Each of them shall be chosen from among the Board of Directors



and shall serve a term of two (2) years or until such earlier date that such officer ceases to be a director.

Officers may serve successive terms. Officers whose terms would have expired in April 2010, shall have

their terms extended until the next election of officers in September 2010.

Section 2. Election of Officers. The officers of the Corporation, except such officers as may be

appointed in accordance with the provisions of Sections 3 and 6 following, shall be chosen annually by

majority vote of the Board at its annual meeting, and each shall hold his or her office until he or she

shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be

elected and qualified.

Section 3. Subordinate Officers. The Board may appoint, and may empower the president to

appoint, such other officers as the affairs of the Corporation may require, each of whom shall hold

office for such period, have such authority and perform such duties as are provided in the Bylaws

and as the Board may from time to time determine.

Section 4. Removal of Officers. Any officer may be removed, either with or without cause,

by the Board at any regular or special meeting, or, if such officer was appointed by the president as

provided in Section 3, by the president.

Section 5. Resignation of Officers. Any officer may resign at any time by giving written notice

to the Board or to the president or to the secretary. Any such resignation shall take effect at the date of

the receipt of such notice or at any later time specified therein; and unless otherwise specified therein,

the acceptance of such resignation shall not be necessary to make it effective. Any resignation is without

prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal,

disqualification or any other cause shall be filled for the remainder of the term of the vacated office in

the manner prescribed in the Bylaws for regular appointments to such office.

Section 7. President. The president shall be elected by the Board from among the directors. He or

she shall be the chief executive officer of the Corporation and shall, subject to the control of the Board,

have general supervision, direction and control of the affairs and officers of the Corporation. He or she

shall preside at all meetings of the Board, and shall have the general power and duties of management

usually vested in the office of president of a corporation, together with such other powers and duties as

may be prescribed by the Board or the Bylaws.

Section 8. Vice-President. The vice-president shall preside at all meetings of the Board

in the absence of the president, coordinate the activities of the committees and exercise and perform

such other powers and duties as may be from time to time assigned to him or her by the president or

the Board or as prescribed by the Bylaws.

Section 9. Secretary. The secretary shall keep or cause to be kept at the principal office or such

other place as the Board may order, a book of minutes of all meetings of directors, with the time and



place of holding same, whether regular or special, and if special, how authorized, the notice thereof

given, the names of those present at directors' meetings and the proceedings thereof. The secretary shall

keep, or cause to be kept, appropriate current records showing the names and mailing addresses of any

persons designated as "members" of the Corporation. He or she shall give, or cause to be given, notice of

all meetings of the Board required by the Bylaws or by law to be given, and he or she shall keep the seal

of the Corporation in safe custody, and shall have such other powers and perform such other duties as

may be prescribed by the Board or by the Bylaws.

Section 10. Chief Financial Officer. The chief financial officer, who shall also be known as the

treasurer, shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of

the properties and business transactions of the Corporation, including accounts of its assets, liabilities,

receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included

in financial statements. The books and records shall at all reasonable times be open to inspection by any

director. The treasurer shall deposit all monies and other valuables in the name and to the credit of the

Corporation with such depositories as may be designated by the Board. He or she shall disburse the

funds of the Corporation as may be ordered by the Board, shall render to the president and directors

whenever they requires it, an account of all of his or her transactions as treasurer and of the financial

condition of the Corporation, and shall have such other powers and perform such other duties as may be

prescribed by the Board or the Bylaws. If required by the Board, the treasurer shall, at the Corporation’s

expense, give the Corporation a bond in the amount and with the surety or sureties specified by the

Board for faithful performance of the duties of his or her office and for restoration to the Corporation of

all its books, papers, vouchers, money, and other property of every kind in his or her possession or under

his or her control on his or her death, resignation, retirement, or removal from office.

ARTICLE IX Finances

Section 1. Checks. All checks or demands for money and notes of the Corporation shall be

signed by the president, or by such other officer and officers or such other person or persons as the

Board of Directors may from time to time designate.

Section 2. Accounts. The Board shall maintain any accounts it shall deem necessary to carry

out its purposes.

Section 3. Financial Statements. The Board of Directors shall review the financial affairs of

this Corporation to be made at least quarterly. Such review shall result in a report which shall reflect

the financial condition of this Corporation as of the date of the review and shall summarize the

financial transactions in which this Corporation was involved during the period between the last of

such review and the date of the current review. A copy of the review shall be available for

examination by each of the directors of this Corporation. A copy of any annual financial statement

and any income statement of the Corporation for each quarterly period of each fiscal year, and any

accompanying balance sheet of the Corporation as of the end of such period, that has been prepared



by Corporation shall be kept on file in the principal office of the Corporation for 12 months.

The income statements, statements of changes in financial position, and balance sheet referred to

in this section shall be accompanied by report, if any, of any independent accountants engaged by the

Corporation or the certificate of an authorized officer of the Corporation that the financial statements

were prepared without audit from the books and records of the Corporation.

ARTICLE X Miscellaneous

Section 1. Inspection of Books and Records. In accordance with section 6334 of the California

Corporations Code, every director shall have an absolute right at any reasonable time to inspect all

books, records, documents and minutes of the Corporation and the physical properties owned by the

Corporation. The right of inspection by a director includes the right to make extracts and copies of

documents.

Section 2. Amendment or Repeal of Bylaws. Except as otherwise expressly provided herein,

these Bylaws may only be amended or repealed, and new Bylaws adopted by the affirmative vote or

written ballot of a majority of all the members of the Board of the Corporation.

Section 3. Notice Requirements. Any notice or other document permitted or required to be

delivered as provided herein shall be delivered in accordance with the notice requirements of Article V,

Section 5 hereof.

Section 4. Annual Statement of General Information. As and when required by section 6210 of

the California Nonprofit Corporation Law, the Corporation shall file with the Secretary of State of the

State of California, on the prescribed form, a statement setting forth the authorized number of directors,

the names and complete business or residence addresses of all incumbent directors, the names and

complete business or residence addresses of the chief executive officer, secretary and chief financial

officer, the street address of its principal office in this state, together with a designation of the agent of

the Corporation for the purpose of service of process.

Section 5. Construction and Definitions. Unless the context requires otherwise or a term is

specifically defined herein, the general provisions, rules of construction, and definitions in the

California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting

the generality of the foregoing, the masculine gender includes the feminine and neuter, and singular

number includes the plural and the plural number includes the singular.

Section 6. Indemnification of Corporate Agents.

(a) Any person who was or is a director, officer, employee or other agent of the Corporation

(collectively "Agents") may be indemnified by the Corporation for any claims, demands, causes of



action, expenses or liabilities arising out of, or pertaining to, the Agent's service to or on behalf of the

Corporation to the full extent permitted by California Corporations code section 5238.

(b) The Corporation shall have power to purchase and maintain insurance on behalf of any

agent of the Corporation against any liability asserted against or incurred by the agent in such capacity

or arising out of the agent's status as such whether or not the Corporation would have the power to

indemnify the agent against such liability under section 5238 of the Corporations Code; provided,

however, that the Corporation shall have no power to purchase and maintain such insurance to

indemnify any agent of the Corporation for a violation of section 5233 of the California Nonprofit

Public Benefit Corporation Law.

Section 7. Nonpaid Directors: Alleged Failure to Discharge Duties; No Monetary Liability.

Except as provided in section 5233 or 5237 of the California Public Benefit Corporation Law, there is no

monetary liability on the part of, and no cause of action for damages shall arise against, any nonpaid

director, including any nonpaid director who is also a nonpaid officer, of this Corporation based upon

any alleged failure to discharge the person's duties as director or officer if the duties are performed in a

manner that meets all of the following criteria;

(a) The duties are performed in good faith.

(b) The duties are performed in a manner such director believes to be in the best

interests of the Corporation.

(c) The duties are performed with such care, including reasonably inquiry, as an

ordinarily prudent person in a like position would use under similar circumstances.

Section 8. Gifts. The Board of Directors may accept on behalf of the Corporation any

contribution, gift, bequest, or devise for the general purpose of the Corporation.


Addendum K – Page 1 of 5

Conflict of Interest Policy

To protect the global reputation of IWCA it is suggested that Country Chapters include in their bylaws or other legally binding procedures a Conflict of Interest (COI) Policy. The IWCA policy is provided as an example for Country Chapters, but the actual policy adopted by Chapters should be relevant to their legal jurisdictions.

IWCA Conflict of Interest Policy Adopted May 2, 2008 The International Women‟s Coffee Alliance (IWCA) is a non-profit, tax-exempt organization based in California, USA. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the Internal Revenue Service as well as state regulatory and tax officials view the operations of IWCA as an act of public trust, which is subject to scrutiny by and accountability to such governmental authorities as well as to members of the public. Consequently, there exists between IWCA and its board, committee members, officers and employees (“Interested Persons” as defined in Article II below) and the public a fiduciary duty. The board, officers, and employees have the responsibility of administering the affairs of IWCA honestly, transparently and prudently, and of exercising their best care, skill, and judgment for the sole benefit of IWCA. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with IWCA or knowledge gained there for their personal benefit. The interests of the organization must be the first priority in all decisions and actions. IWCA is committed to avoiding both any conflict of interest and the appearance of conflict of interest. IWCA recognizes that members may identify for-profit business opportunities that grow out of relationships and experiences they have as IWCA members. IWCA views these opportunities as a valid expression of the IWCA mission and emphasizes that disclosure of any such opportunities must be full and prompt. These opportunities may include, but are not limited to, product importation/exportation, roasting, freelance journalism, consulting, training, etc. (Refer to examples in Addenda) Members who do financially benefit from opportunities they identify through their IWCA relationships, are encouraged to consider a financial donation, over and above their dues, to help IWCA further expand its programs. This is particularly important if other members of IWCA have donated their time and talent on tasks that may have facilitated this for-profit opportunity for individual members. Article I

The purpose of the conflict of interest policy is o protect IWCA‟s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director or might result in a possible excess benefit transaction. This policy is intended to supplement but not to replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.



Article II

Definitions:

1. Interested Person

Any director, principal officer, employee, or member of the advisory committee, who has a direct or indirect financial interest, as defined below, is an interested person.

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family

An ownership or investment interest in any entity with which the IWCA has a transaction or arrangement,

A compensation arrangement with IWCA or with any entity or individual with which the IWCA has a transaction or arrangement, or A potential ownership or investment interest in or compensation arrangement with, any entity or individual with which the IWCA is negotiating a transaction or arrangement.

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. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III

Procedures: 1. Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must fully and honestly disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Executive Committee in writing at least 14 days prior to the transaction or arrangement being finalized. 2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest To avoid any real or perceived conflict of interest, any director, principal officer, or member of a committee with governing board delegated powers, are considered disqualified individuals and must recuse themselves from voting on any agreements in which they or any businesses they may be associated with may benefit directly or indirectly. The Executive Committee will review and approve any agreement with a disqualified person prior to submission to the Board.



An Interested Person may make a presentation at the board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on the transaction of arrangement involving the possible conflict of interest. The chairperson of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. Board or Executive Committee members must have data regarding comparable agreements with other parties before making a decision. The Board will base their decision on whether to approve the transaction by deciding whether the transaction is fair to the organization (i.e., would the transaction have been acceptable if the same transaction was proposed with a third party). If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board shall determine by a majority vote of the disinterested directors, whether the transaction or arrangement is in the IWCA‟s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. Any Board or Executive Committee decision must be documented and include the basis for its decision in its minutes. 4. Violations of the Conflict of Interest Policy a. If the Board or Executive committee responsible has cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member‟s response and after making further investigation as warranted by the circumstances, the Board and Executive committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take the appropriate disciplinary and corrective action. All cash or in-kind contributions from disqualified individuals will be reported annually to the IRS on our form 990 filing. Article IV

Records of Proceedings: The minutes of the governing board and all committees with board-delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in the connection with the proceedings.



Article V

Compensation: a. A voting member of the governing board who receives compensation, directly or indirectly, from the IWCA for services is precluded from voting on matters pertaining to the member‟s compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the IWCA for services is precluded from voting on matters pertaining to the member‟s compensation. c. No voting member of the government board or any committee whose jurisdiction includes compensation, is prohibited from providing information to any committee regarding compensation. d. Voting members who receive compensation from the IWCA, whether directly or indirectly as employees or as independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters. Article VI

Annual Statements: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

Has received a copy of the conflict of interest policy,

Has read and understood the policy,

Has agreed to comply with the policy, and

Understands the IWCA is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish on or more of its tax-exempt purposes.

Article VII

Periodic Reviews: To ensure the IWCA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms length bargaining,

Whether partnerships, joint ventures, and arrangements with management organizations conform to the IWCA‟s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.

Article VIII

Use of Outside Experts: When conducting the periodic reviews as provided for in article VII, the IWCA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.



This list is not meant to be exhaustive but to provide examples of some activities that are commonly engaged in which could require Board evaluation under this policy. As previously noted, listing these activities as potential conflict of interest areas requires a formalized evaluation process from the Board and transparency of personal interests. It does not preclude an Interested Party from engaging in these activities once Board approval is obtained.

Addenda to Conflict of Interest Policy

Examples of Potential Conflict of Interest Areas

Examples of transactions and / or arrangements particular to IWCA‟s sphere of influence in the coffee industry where a potential conflict of interest could be perceived and should necessitate disclosure to the Board for evaluation:

IWCA branded coffee transactions where our members might receive a financial benefit at any stage in the supply chain.

Use of information obtained from IWCA records for non-IWCA solicitation or advertising.

Consulting or training engagements on behalf or in conjunction with IWCA where compensation is received by an Interested Person or an entity substantially owned by an Interested Person

Speaking engagements on behalf or in conjunction with IWCA where honorarium is paid to the individual or corporation instead of IWCA

Utilizing the IWCA logo or name in association with for profit activities of Interested Parties.

More general areas where conflict of interest could arise in the relations of directors, officers, employees with any of the following third parties:

Persons and firms supplying goods and services to IWCA

Persons and firms from which IWCA leases property and equipment

Persons and firms with whom IWCA is dealing of planning to deal in connection with the gift, purchase or sale of real estate, securities or other property

Competing or affinity organizations

Donors and others supporting IWCA

Agencies, organizations and associations which affect the operations of IWCA

Family members, friends and other employees

chapter formation protocol

Sports

iwca conflict

chapter formation protocol

global iwca identity

coffee industry

coffee communities

policyiwca chapter protocol

country chapterpage

international coffee