WINGs Bylaws

revised 11/17/11

FOUNDED:  June 1997




EIN:  77-0512108


Article I:         ORGANIZATION

Article II:        MISSION

Article III:       MEMBERSHIP

Article IV:      MEETINGS

Article V:       EMAIL ALIAS


Article VII:     THE BOARD







The Western Immigration Networking Group (“WINGs”) is a California not-for-profit membership organization under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.


The bylaws shall be the supreme governing document of WINGs, its members and its participants.





To provide a network of corporate immigration professionals to accomplish the following – including, but not limited to:

•·         Discuss common concerns and possible solutions

•·         Share best practices

•·         Assist members new to the profession

•·         Gain exposure to external resources

•·         Provide opportunities for open discussion between government agencies and members

•·         Network with other corporate immigration professionals


This organization should have a foundation of trust and confidentiality that encourages an open environment for sharing ideas and creative resources.





This organization is open to professionals interested in sharing immigration expertise.  Active participation is encouraged and members may volunteer to host meetings, contact guest speakers and participate in special surveys or projects.


A “member” refers to a company organization.  A “participant” refers to any individual that the member company designates to represent them.


Throughout the WINGs bylaws, we will use the word “member” to include both the member company as well as the member’s participants unless specifically noted.


Participants must have immigration responsibilities for the member company by which they are employed.  There is no limit to the number of participants a member may designate.

Vendors, independent contractors and attorneys may be designated as a participant by a member company if the company does not have an in-house immigration representative (Alternative Workforce such as Temporaries and/or Independent Contractors are exempt); however, use of the WINGs organization as a vehicle for business solicitation is forbidden.  This does not prohibit a WINGs member from securing a participant’s services, provided the member seeking services initiates this action. 


No member shall be disqualified for reasons of race, color, gender, religion, sexual orientation or national origin. The Board may decline membership to a prospective member/participant that the Board believes in good faith would jeopardize the atmosphere of trust and mutual respect and learning that is essential to the WINGs experience. WINGs shall have no liability for rejection of any proposed member/participant.

Non-immigration professionals from a member company may attend meetings if invited by a WINGs member/participant if the discussion topic is relevant to their area of interest (i.e., gov’t relations, global mobility, relocation, etc.).    These invited guests will not be charged to attend the meeting. As a courtesy, the member/participant should notify the Board of any invited guests and register them online.

Guest speakers, such as attorneys and vendors specializing in various aspects of immigration, are regularly invited to share their expertise at WINGs meetings; however, they will not be allowed to solicit their services to members during the meeting.  This does not prohibit a WINGs member from contacting the guest speaker outside the WINGs meeting, nor does this prohibit a member from securing the speaker’s services. 



•·         Treat all participants with professional respect.

•·         Foster a supportive environment that facilitates an open exchange of ideas, information and professional development.

•·         Members must maintain the confidentiality of the information contained within the members-only portion of the WINGs website.  The information contained within the website is for the sole use of active WINGs members and designated participants.

•·         Maintain professional manner when guest speakers present as comments unbecoming reflect upon the entire organization.

•·         Follow established survey protocol to ensure effectiveness and confidentiality.



Membership is based on a rolling calendar year.  Dues will be charged to each member organization (not per participant) at the time that initial membership is commenced and for each year thereafter so long as the member desires and so long as the member/participants remain in compliance with the WINGs bylaws.  The dues are to be applied to administrative fees such as website maintenance, business expenses (postage, name tags, letterhead, brochures, etc.), guest speakers and other operating expenses approved by the Board and/or general membership.


The Board shall take sensible action to notify members with dues in arrears and those whose dues are not paid within a reasonable amount of time shall be automatically dropped from membership in WINGs.



The Board has the power to reprimand, suspend or expulse participants found to be in violation of WINGs bylaws.

The Board may expulse participants utilizing the organization’s resources for solicitation purposes.


1.    Policy: The WINGs mission is to support, educate and encourage immigration professionals. A guiding principle of WINGs activities is trust. Members must feel their interactions with other members are driven by a common goal of education and growth.  For this reason, the direct solicitation of other members, however worthy or of potential value to the solicited member, disrupts the atmosphere of trust.  For that reason, utilizing WINGs resources for the solicitation of business is prohibited. Violation of the policy can result in the member company’s expulsion from WINGs. 

2.    Permitted Conduct: There are many instances where conduct might not constitute solicitation in violation of this policy, depending on the particular circumstances. Some examples include:

A. You may contact another member to offer to buy a product or service they sell.

B. You may contact another member you believe may be able to provide relevant information on a matter of business or personal interest.


C. A WINGs member may contact another member to solicit feedback (e.g., surveys, questionnaires and benchmarking) requiring the contacted member to take action.


D. Any WINGs participant may advise members of immigration seminars, briefings, information sessions, subscription services or other educational information that may of interest or benefit to WINGs participants.  Please contact the WINGs Secretary to facilitate the distribution of invitations via email.

3.    Procedures:

A. Avoiding Solicitation: When a member has any doubt about whether his or her intended conduct might constitute solicitation, the member should submit a request for clarification to the President who, with the guidance of the other Board members, shall formulate a response to the member clarifying whether or not the proposed conduct is in compliance with WINGs bylaws.

B. Addressing Solicitation: If a member believes that another member has engaged in solicitation in violation of this policy, the WINGs President should be advised.  Concerns must be expressed in writing to enable formal action and to avoid misunderstanding. Even if action is not being requested, such communication assists the Board in raising awareness.

C. Confidential Proceedings: Matters involving the violation of the Solicitation Policy are highly confidential. To preserve the rights of both the accused party and those offended no open hearing or presentation of evidence is permitted. By joining WINGs each member delegates to the volunteer leadership the power to make these decisions after due consideration in the best interest of all members.




Meetings are typically held every other month, on the third Wednesday of the month, from 9:00 a.m.-11:00 a.m.  The months are:  January, March, May, July, September and November.


Meeting locations rotate among members volunteering to host the meetings at their place of business.  If you wish to host a meeting, please email the WINGs President or Vice President.


•·         Arrange meeting place/conference room.

•·         Decide upon agenda topics and schedule guest speakers, if relevant (seek Board assistance if needed).

•·         Complete Member Meeting Host Questionnaire and send to WINGs Vice President.

•·         If a presentation is given, send to WINGs Secretary for posting on the WINGs website.

•·         Food at the meetings is not required but always welcome.  Typically, 15-30 participants attend a meeting.






SOLICITOR:  When you wish to send a survey to the WINGs members, please keep in mind the following:

•·         Check the website under “Discussions” before sending out the survey to ensure duplicate topics are not presented.  Please use discretion.

•·         Questions should focus on policy and practices so they are not construed to be seeking legal advice.

•·         Email your survey to the WINGs Secretary who will send to the WINGs members through the WINGs website.

•·         Publish survey/benchmarking results by emailing WINGs Secretary.  NOTE: Published results should be in the form of “blind data”.  No company names will be displayed to protect member confidentiality.


RESPONDENTS:  When responding to a survey, please keep in mind the following:

•·         Coordinate response with others within your company to ensure no duplicate responses.

•·         Review company policy to ensure data is appropriate to share with other members.

•·         Respond directly to solicitor rather than all WINGs members.

•·         Follow up directly with solicitor if there are any follow up questions.

•·         If more weighted data is needed such as company name, size, detailed policy information, etc.,   members are encouraged to directly contact targeted peers.

•·         Report any perceived inappropriate use of member company information obtained from survey responses to the WINGs President.

•·         Check WINGs website for posted results (under Discussions).





While members may be informed of legislative and rulemaking activities and lobbying opportunities, WINGs is not a lobbying group or coalition.  We are strictly a networking group, sharing ideas, best practices and concerns. 





The board shall consist of four member-appointed positions:  President, Vice President, Secretary and Treasurer.  There may also be board-appointed advisory position(s).  These officers shall perform the duties prescribed by these bylaws.


The board term is for two years:  April 1st to March 31st with a rotation schedule so that there are always at least 2 returning board members from the previous year. 


Even years:  Vice President and Treasurer up for election

Odd years:  President and Secretary up for election


The powers and duties of the Board members shall be as follows:

•·         Commit to maintain the integrity of the organization (as indicated by its bylaws).

•·         Encourage the development of an institutional sense of purpose and continuity.

•·         Comply with all local, state and federal laws, particularly those related to tax and non-profit status.

•·         Guide WINGs so that the various provisions of these bylaws, including the purposes for which WINGs was organized, shall be complied with, including creating and maintaining written policies and procedures.

•·         Participate as a volunteer – this is not a paid position.

•·         Attend all regularly scheduled member meetings.

•·         Ensure that the organization operates responsibly and effectively.

•·         Review and adopt long-term strategic directions and approve specific objectives.

•·         Management of the organization’s funds.


The regular Board meetings shall be held at least once per quarter.  Notice of any meeting of the Board shall be given by the President or his/her designee.  Any Board meeting may be held in any form at which all participants are able to be aware simultaneously of the actions and votes of others, including face-to-face meetings, teleconferences, videoconferences and other electronic communications allowing simultaneous involvement.


Board members may serve consecutive terms. 


The Board may establish committees to carry out specific objectives of WINGs.


Michelle Penoli is the founder of WINGs and serves on the Board in an Advisory position.  The Board has the power to appoint additional individuals to an advisory role, as deemed appropriate.


To review specific duties regarding each board position, please refer to the BOD Duties and Responsibilities document on the website.



WINGs relies on the participation and leadership of its members to ensure its growth and success. The election process is designed to identify motivated, capable volunteers who will represent our members well and who will make the commitments involved in leading WINGs.

A WINGs Board member, whose position is not up for election, will solicit nominations from the WINGs membership for the upcoming Board terms so that members may express their interest in participating on the Board.  If a member is interested in seeking a Board nomination, he or she must submit a brief biography, which will be shared with the WINGs members.


After all nominations have been received, the biographies of all candidates shall be sent to the WINGs members for a vote.  A majority of votes cast shall ratify the nominations.



These bylaws may be amended at any regular meeting by a two-thirds vote of members in attendance, provided that the amendment has been submitted in writing to the general membership in advance of the meeting.  Absentee voting shall be allowed in matters related to bylaw amendment, provided the vote is cast in writing, via email to board members, prior to the scheduled meeting.


Meetings at which Bylaw amendments are to be decided must allow time for discussion and/or debate amongst attending members. 



WINGs shall, to the fullest extent to which it is empowered to do so by law, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, solely by reason of the fact that he or she is or was an officer, member or participant of WINGS, against all expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding.


Notwithstanding anything contained in herein to the contrary, WINGS shall not indemnify any person whom WINGs can document has committed any acts of willful or intentional misconduct.



© 2016 WINGs Western Immigration Networking Group

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