LBA BY
LAWS
LEXINGTON BUSINESS ASSOCIATION (L.B.A.) BY-LAWS
(Last Revised March 2005)
OBJECTIVE TO PROVIDE INFORMATION TO
THE MEMBERS OF THIS ASSOCIATION AS SOON AS POSSIBLE SO THAT MEMBERS
WILL BE IN AN ADVANTAGEOUS POSITION TO OFFER THEIR SERVICES
STRATEGY STRIVE FOR QUALITY MEMBERSHIP THAT WILL PARTICIPATE
AS WELL AS CONTRIBUTE TO THE BETTERMENT OF THE MEMBERS OF THIS ASSOCIATION
ARTICLE I
MEMBERS
Membership shall consist of REGULAR MEMBER and AFFILIATE MEMBER:
REGULAR MEMBER: Will hold all membership privileges. Dues
must remain current and absences shall not exceed three (3)
consecutive within one quarter without special permission of the
Board of Directors.
AFFILIATE MEMBER: Will
hold limited membership privileges until such time that a regular
member fills this category. At such time, membership shall be
relinquished upon the request of the Board of Directors. Dues
must remain current and member must meet a required attendance of
five (5) meetings within one quarter. Member will not hold any
voting privileges.
Section 1. Classification of membership:
The Association
shall have varying and differing classifications for its’
membership with no two similar classifications.
Section 2. Qualification for membership:
Membership shall be opened to any individual interested in
the exchange of information and promotion of the Association’s
members.
Section
3. Procedure for new membership:
Members sponsoring
prospective applicants must:
a)
Contact Membership Committee for classification clearance;
b)
Introduce applicant’s name at regular meeting;
c)
Provided no objection is received by the following Monday,
introduce applicant at the next regular meeting;
d)
Have applicant submit written application with dues
attached to the Board of Directors before the end of the meeting;
and
e)
Follow up with Membership Committee.
f)
In order to protect the confidentiality of our leads,
No individual member of L.B.A. shall be a member of, attend or
participate in any other club without prior approval of the Board
of Directors. This does not restrict a company from having more
than one employee belonging to another tip club.
Section 4. Acceptance
of new members:
The Membership Committee shall establish the procedure for
membership application. Applicants for membership shall meet
such other requirements as the Board may from time to time
prescribe. Members shall be admitted by a majority vote of the
membership in attendance after the Membership Committee has
cleared the applicant. If the applicant does not attend a
regular meeting within two weeks after being accepted, the
classification will be re-opened and dues will not be refunded.
Only one member shall be allowed in each classification. Only one member
per employer shall be permitted; however, an alternate may be
selected to attend some of the meetings. (NOTE: Procedure for
new membership must be followed.) Alternate shall automatically
become a regular direct member if he/she attends a majority of
meetings.In case of a husband/wife or other partnership, one
individual shall be the regular member and the other the
alternate.
Section 5. Dues:
Members shall pay quarterly dues in amounts as fixed from time to
time by the Board of Directors with membership approval of the
budget. Any member joining after the first week of any quarter
shall pay pro-rated dues. Dues are nonrefundable.
Section 6. Suspension and revocation of
membership:
The Board of Directors by a majority vote may suspend or
revoke the membership of any member for the following:
a)
Failure to pay all membership dues within twenty (20) days
of the beginning of each quarter;
b)
Conduct detrimental to the Association;
c)
Missing three or more consecutive regular meetings without
contact or prior approval from the Board of Directors;
d)
Lack of participation in information exchange for which
this Association was organized (member is expected to make a
diligent effort to share information pertinent to members’
interest);
e)
Revealing source’s name without member’s consent when
following up on a lead;
f)
Failure to observe the highest standards of personal
integrity, professional competence and honesty in seeking to
inform and advise of potential leads;
g)
Represent conflicting interests or be placed in a position
where interests may be or appear to be in conflict with a duty to
a fellow member without full disclosure of such interests to all
involved; and/or
h)
Lack of sound business practices in the conduct of one’s
profession.
Member shall receive a written notice indicating the reason or
reasons for the suspension or revocation of membership.
Classification shall be automatically reopened for another
applicant. The suspended member shall be afforded the
opportunity to reapply for membership at the next regular meeting
provided that classification remains open.
Section 7. Transferability of membership:
Membership of any class or any rights and privileges of
membership shall not be transferable, nor shall membership of any
class entitle any person to any personal interest in any assets
of the Association.
Section 8. L.B.A. membership belongs to the individual,
not the company, regardless of who pays the dues.
ARTCLE II
MEETINGS OF MEMBERS
Section 1. Place of meetings:
All meetings of members shall be held at the principal office of
the Association or at such other place, within the Lexington
County area, as shall be designated in the notice of the meeting.
Section 2. Annual meetings:
The annual meeting of the members shall be held on the
3rd Tuesday in September of each year for the purpose
of electing the officers and directors of the Association and for
the transaction of such other business as may be properly brought
before the meeting.
Section 3. Substitute annual meetings:
If the annual meeting shall not be held on the day
designated by these By-Laws, a substitute annual meeting may be
called in accordance with the provisions of Section 5 of this
Article. A meeting so called shall be designated and treated for
all purposes as the annual meeting.
Section 4. Special meetings:
Special meetings of the members may be called at any time by the
President, Secretary, or the Board of Directors, or pursuant to
the written request of not less than one third of all the members
entitled to vote at the meeting.
Section 5. Notice of meetings:
No written notice of meetings will be required.
Section 6. Quorum:
One half of the members entitled to vote, present at the meeting,
shall be required, and constitute a quorum at all meetings of the
members. If there is no quorum at the opening of the meeting of
members, such meetings may be adjourned from time to time by a
vote of the majority of the members voting on the motion to
adjourn; and, at any adjourned meeting at which a quorum is
present, and business may be transacted which might have been
transacted at the original meeting. The members at a meeting at
which a quorum is present may continue to do business until
adjournment, notwithstanding withdrawal of enough members leaving
less than a quorum.
Section 7. Voting:
The vote of the majority of the members entitled to vote on
any matter at a meeting of the members at which a quorum is
present shall be the act of the members on that matter, unless
the vote of a greater number is required By-Law or by the Charter
of By-Laws of the Association.
ARTICLE III BOARD
OF DIRECTORS
Section 1. General powers:
The business and property of the Association shall be managed and
directed by the Board of Directors, which may report its
activities to the members at each meeting of the members.
Section 2. Number, term, and qualification:
The number of Directors shall be nine (9) consisting of the
President, Vice President, Secretary, Treasurer, Membership
Chairperson, Leads Chairperson, Program Chairperson, By-Law
Chairperson. The immediate Past President shall automatically
accede to one of the direct member seats for one (1) year and two
(2) members will be elected annually. A director is required to
have been a member in good standing for no less than one (1) year
and actively participated in the leads exchange as well as in
other areas of the Association.
Section 3. Election of Board of Directors:
Except as provided in Section 5 of this Article, the
Directors shall be elected at the annual meeting of members. The
Nominating Committee, as provided in Section 1, Article VI, shall
nominate persons to fill each position on the Board of Directors
and nominations from the floor shall be recognized. The office
of President shall be selected from and proposed by the current
nominating committee (Board of Directors), then voted on the
membership. Election is to be by majority vote and voting shall
be by a voice or a show of hands, unless otherwise provided, or
unless 25 percent of the members present demand a ballot vote.
Section 4. Removal:
Directors may be removed from office with cause by the majority
vote of the remaining Board members at which a quorum is present.
Section 5. Vacancies:
A vacancy occurring in the Board of Directors may be filled
by a majority vote of the remaining directors after nomination
from the nominating committee in accordance with Article III,
Section 3 herein.
Section 6. Charter members:
Charter members shall retain one (1) group vote to be cast by
one of the Charter members at each regular meeting along with the
Board of Directors. (Charter members are listed on page 11.)
ARTICLE IV MEETINGS
OF DIRECTORS
Section 1. Regular meetings: A regular meeting of the
Board of Directors shall be held when called by the President.
In addition, the Board of Directors may provide, by resolution,
the time and place for the holding of additional regular
meetings.
Section 2. Special meetings:
Special meetings of the Board of Directors may be called by or at
the request of the President or any two (2) Directors. Such
meetings may be held without separate written notice.
The person or persons calling a special meeting of the Board of
Directors shall at least two (2) days before the meeting give
notice thereof by any usual means of communication. Such notice
need not specify the purpose for which the meeting was called.
Section 3. Quorum:
A majority of the number of Directors fixed by these By-Laws
shall be required and shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors. Except as otherwise provided in these By-Laws, the
act of the majority of the Directors present at the meeting in
which a quorum is present shall be the act of the Board of
Directors.
Section 4. Organization:
Each meeting of the Board of Directors shall be presided over by
the President, and in the absence of the President, by the Vice
President, and in the absence of either of the foregoing, by any
person elected to preside by a vote of a majority of the
Directors present. The Secretary, or in the absence of the
Secretary, any person designated by the Chairman of the meeting,
shall act as Secretary of the meetings.
ARTICLE V OFFICERS
Section 1. The President:
The president shall be the chief executive officer of the
Association and shall preside at all meetings of the members and
at all meetings of the Board of Directors. The President shall
have all the powers and duties which are usually vested in the
office of the President of an association, including but not
limited to, the power to appoint committees from among the
members from time to time, to assist in the conduct of the
affairs of the Association. Upon completion of the term, the
President shall remain on the Board as prescribed in Article III,
Section 2 and be called the Immediate Past President.
Section 2. Vice President:
The President-Elect shall in the absence of the President,
exercise powers and perform the duties of the President and shall
also generally assist the President and exercise such other
powers and perform such other duties as shall be prescribed by
the Directors.
Section 3. The Secretary:
The Secretary shall keep the minutes of all proceedings of the
Directors and the members shall keep the records of the
Association, and shall perform all other duties incident to the
office of the secretary of an association and as many be required
by the Directors or the President. Such duties include, but are
not limited to, recording absences and lead sources.
Section 4. The Treasurer:
The Treasurer shall have custody of all property of the
Association, including funds, securities and evidences of
indebtedness and shall keep the books of the Association in
accordance with good accounting practices and shall perform all
other duties incident to the office of the Treasurer.
Section 5. Membership Chairperson:
The Membership Chairperson is directly responsible for the
recruitment and presentation of potential new members to the
Association; and with the orientation and familiarization of new
members with the Association. The Membership Chairperson is also
a member of the Board of Directors.
Section 6. Leads Chairperson:
The Leads Chairperson is directly responsible for the
development and fostering of leads throughout the community for
the benefit of the Association and its members. Leads
Chairperson is tasked with pursuing new and innovative ways of
receiving, transferring and acting on lead information. The
Leads Chairperson is also a member of the Board of Directors.
Section 7. Program Chairperson:
The Program Chairperson is directly responsible for the
preparation and procurement of informative and helpful programs
for the Association and its members. The Program Chairperson is
also a member of the Board of Directors.
Section 8. By-Law Chairperson
By-Law chairperson is directly responsible for drafting and
presentation of the By-Laws to the Association for approval and
for the attorney recommendation and preparation of any required
amendments. This position may be combined with any other office
or may be a separate position. The By-Law Chairperson is also a
member of the Board of Directors.
Section 9. Compensation:
Officers and Directors shall not receive any compensation for
their services, except for the Treasurer who will be exempt from
paying dues.
Section 10. Vacancies:
In the event of a vacancy, other than the office of the
President, the Board of Directors shall name from among its
members a successor to fill the unexpired term.
ARTICLE VI
COMMITTEES
Section 1. Nominating
Committee:
There shall be a nominating committee composed of three
or more members appointed by the Board of Directors. It shall be
the duty of the Nominating Committee to nominate candidates for
each office to be filled by election of the members, and
appointment to such committee shall be made, and notice of
appointment shall be given to the membership, at least fourteen
(14) days in advance of any election. Names will be submitted by
the 1st Tuesday of September with an election held on
the 3rd Tuesday of September.
Section 2.
Membership Committee:
There shall be a Membership Committee composed of three or
more members appointed by the Board of Directors. It shall be
the duty of the Membership Committee to keep a record of
classifications in need to be filled or reopened as outlined in
Article I, Sections 3, 4, and 6.
Section 3. Operation of Committees:
The Committee Chairperson shall be appointed by the
President and shall be responsible for reporting to the Board of
Directors. Committee meetings shall be held upon call of the
Chairman. Each Committee Chairperson will designate a Secretary
who will keep the minutes of the meetings. A majority of the
members of the Committee shall be required and shall constitute a
quorum for transaction of business at any meeting of the
Committee. The act of the majority of the Committee members
present at a meeting at which a quorum is present shall be the
act of the Committee.
ARTICLE VII GENERAL
Section 1. Contracts:
The Board of Directors may authorize any officer or officers,
agent or agents, to enter into a contract or execute any
instrument on behalf of the Association, and such authority may
be general or confined to specific instances.
Section 2. Loans:
No loan shall be contracted on behalf of the Association and
no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances
Section 3. Checks and drafts:
All checks, drafts or other orders for the payment of money
issued in the name of the Association shall be signed by such
officer or officers, agent or agents of the Association and in
such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits:
All funds of the Association not otherwise employed or
invested shall be deposited within 48 hours after receipt of it
to the credit of the Association in such depositories, as the
Board of Directors shall direct.
Section 5. Rules of procedure:
Robert’s Rules of Order shall govern the procedure and order
of the meeting of Directors or members of this Association;
provided, however, that failure to comply with such rules of
order shall not affect the validity of any action taken at any
such meeting unless a person entitled to vote at such a meeting
makes immediate objection to such noncompliance and such
objection is not overruled by the vote of a majority of the
members present and entitled to vote at such meeting.
Section 6. Fiscal year:
The fiscal year of the Association shall be calendar year, or
January 1 through December 31.
Section 7. Order of business:
The Board of Directors shall determine the order of
business at all meetings.
ADDENDUM TO ARTICLE III, SECTION 6: Charter
Members:
Charter members are as follows:
J. Wendell Arsi
Heidi Black
Bill Blatchford
Sam Bruce
Chris Harris
Rebecca Kelly
Tara Parler
Bill Payne
Kim Rabb
Gail Smith
Membership
