Article I
Purpose
The purposes of this Association shall be:
1.01 To institute and maintain a method for collecting, recording and
exchanging business information for and between its members;
1.02 To encourage cooperation between the members in order that the various
business of the members will become more efficient and provide better
service;
1.03 To develop and carry on such activities, as shall be found best
to promote the welfare of its members and effect the purposes for which
the organization is formed;
1.04 To encourage business and professional development within the community
as a whole.
Article II
Membership
The membership of this association shall be comprised of the following
and the membership Chairperson shall be a member appointed by the Board:
2.01 Regular - Each business, trade, occupation or profession in the
community ("classification") shall be represented by only one
(1) regular membership. The membership shall be in the name of either
the individual or the business entity (whether sole proprietorship, partnership,
corporation or other type of business association) and the entity who
shall be the owner, partner, officer or other type of executive with policy
making authority.
2.02 Honorary - An individual with no specific classification may hold
an honorary membership. The honorary membership shall be in the name of
the individual only, who must pay the same dues as a regular member, but
shall not have the same obligations to participate as a regular member,
and may not vote or hold elected office in the Association, unless the
honorary member elects to participate in the same manner as a regular
member, in which case the honorary member will be subject to the same
obligations and benefits as regular membership.
2.03 Membership - Applications for membership shall be submitted to the
Secretary who will relay them as follows:
A. To the President, who shall assign one or more board members to conduct
a review and screening.
B. Secretary shall publish the application in the next newsletter.
C. If no negative response is received from the general membership within
ten (10) days from the mailing of the newsletter, then the Secretary shall
advise the President.
D. The Board of Directors shall then vote on approval or disapproval
taking into account the recommendations of the reviewing board member(s).
E. Should the proposed firm fail to qualify, or fail to accept the invitation
for membership within fourteen (14) days after notification of acceptance
into membership, the classification shall be declared open.
F. In the event that the screening process described above results in
a negative vote, or disapproval of membership, the applicant shall be
informed within fourteen (14) days of said disapproval and the application
fee shall be returned forthwith.
2.04 Classification - The scope of the business, trade, occupation or
profession shall be defined as narrowly as is reasonable under the circumstances
of that classification, and shall be subject to review by and approval
of the board. No prospect or member of the Association shall apply for
or hold more than one classification.
2.05 Change - A member may apply for change of classification. The application
for change shall be treated the same as for a new member.
2.06 Transfer - Memberships are not transferable without the approval
of the Board of Directors. When a business is sold management changes,
membership shall be held in abeyance for thirty (30) days during which
time a new application for membership may be made. The new firm's qualifications
for membership and representation shall be treated the same as for a
new
member, except that no admission fee will be charged.
2.07 Ownership of Membership - Applicants shall designate upon admission
and acceptance of membership whether their membership is to be owned
by
the company or by the individual. (The primary test of ownership shall
be when the individual or the company pays the dues). An individual membership
shall be the property of the member and such member shall be entitled
to change jobs with the same classification without effecting such membership
or change to any other valid and available classification without payment
of a new admission fee. Company membership shall remain with the company
without regard to personnel changes.
2.08 Resignations - Resignations
must be made in writing addressed to
the Board of Directors. Any member who shall resign shall remain liable
for any dues.
Article III
Admission Fees and Dues
Admission fees shall be fixed by the Board of Directors and shall be
payable at the time application is made for membership. Dues shall be
fixed by the Board of Directors.
3.01 Delinquents - Any member who fails to pay his dues and other Association
expenses levied by the board of Directors within thirty (30) days is delinquent,
and shall be so advised by the Treasurer. Failure to remove the delinquency
within thirty (30) days thereafter is grounds for suspension and the member
shall be so warned. Unless the obligation is satisfied within thirty (30)
days after warning, the membership shall be terminated by Board action,
unless the Board specifically finds extenuating circumstances which justify
an exception. When a member is terminated, notice shall be given to the
terminated member in writing together with a closing statement of the
remaining balance due.
Article VI
Board of Directors
4.01 The control and management of this Association shall be vested in
a Board of Directors consisting of not more than thirteen (13) members,
including the immediate Past President.
4.02 Four (4) members shall be elected by a vote of the membership at
large in December of each year for a one (1) year term, and three (3) members
shall be elected by a vote of the membership at large in July of each
year for a one (1) year term.
4.03 Three (3) additional members of the Board shall be elected officers
of the Association as outlined in Article 5 below.
4.04 The immediate Past President shall be considered to be a member
of the Board and shall serve as Chairmen of the Board.
4.05 Vacancies on the Board of Directors shall be filled by two-thirds
vote of the Board of Directors and such appointment shall be for the remaining
term of the absent director.
4.06 Six (6) members of the Board shall constitute a quorum, at any meeting,
and a majority of those in attendance shall have the power to act. The
Board shall hold regular meetings at least once a month and such meeting
shall be called by the President, or at the request of three (3) or more
directors, or at the request of one-fifth of the membership.
4.07 The Board shall have the power to retain a Secretary for the management
of the affairs of the Association.
4.08 The Board shall have such powers as are necessary to carry out the
business of the Association including, but not limited to, the power to
call meeting, appoint committees both standing and special, fill vacancies
on the Board and Officer positions, and do any other act not inconsistent
with these Bylaws.
Article V
Officers
5.01 There shall be as officers of the corporation, a President, Vice
President, and a Treasurer who shall be chosen in the following manner:
A. The President, Vice President and Treasurer shall be regular members
elected by a majority of the membership at the annual meeting in January.
B. They shall serve for a term of one (1) year unless reelected or until
their successors are duly elected and qualified.
5.02 The Secretary shall be appointed by the Board of Directors and shall
serve at the will of the Board of Directors. Any compensation paid to
the Secretary shall be at the discretion of the Board of Directors.
5.03 Duties -
A. The President shall preside at all meetings of the Board, appoint
all committees, and shall have a vote on all association matters.
B. The Vice President shall, in the absence of the President, have all
the powers and perform all the duties vested in the President.
C. The Treasurer shall be responsible for all financial transactions
of the Association and shall present a financial report to the Association
at least quarterly.
D. The Secretary shall: (1) keep full and accurate minutes of all meeting
of the membership and Board of Directors and such committee meetings
as may be required from time to time; (2) keep accurate records of all
correspondence; (3) preserve and maintain a correct roll of members;
(4)
be the custodian of such other records and property as may be entrusted
to the Secretary; (5) distribute to the members in an effective form
and
manner information of value concerning leads submitted by members and
keep a full record of same and results reported therefrom; and (6) perform
such
other duties as may be required by the President under authority of the
Board of Directors by the Bylaws.
Article VI
Committees
6.01 Committees may be appointed from time to time for such purposes
and term as may be desirable and justified. All committees shall report
to and be subject to the Board of Directors. No committee shall incur
any financial obligation without authorization of the Board of Directors.
Article VII
Attendance
Attendance in Prospectors Association is the key to a lucrative club.
Membership is support by attendance and attendance is in direct correlation
with the business received from the club and the benefits the club receives.
Therefore, the following attendance policies have been established policies
have been established.
7.01 Members must be represented at a minimum of 20 meetings during any
12 month period. Illness, family emergency or business conflict constitutes
an excused absence when the Secretary is so notified.
7.02 Three consecutive unexcused absences or six unexcused absences during
any quarter constitutes grounds for termination of membership. Any member
subject to termination shall be notified in writing by the President or
the Secretary, and shall respond in writing to the Board.
7.03 In considering the written explanation of a member subject to termination,
the Board may consider confirmed illness, extended travel or personal
problems confronting members, or any other special circumstances, on a
case-by-case basis.
7.04 The Association will pay for the meal of a special speaker or a
prospective regular member attending as the guest of a regular member.
Otherwise, any member inviting any other type of guest (such as a family
member) shall pay for the guest's meal at the current rate charged to
members.
Article VIII
Rules of Order and Amendments
8.01 Robert's Rules of Order shall be the parliamentary guide for the
Association. These Bylaws may be amended by a vote of two-thirds of the
Membership.
Article IX
Term of Existence and Property
9.01 This Association shall remain in existence until such time as two-thirds
of its active members petition in writing to dissolve it. No members shall
have any separate right, title or interest in the assets of the Association.
Article X
Expulsion
10.01 Any member or representative who shall be guilty of conduct inconsistent
with the objectives of this Association or is guilty of conduct inconsistent
with the ethics of the member's business or profession shall deem member
an infractionary member. In any case, the Board of Directors shall act
as the Grievance Committee and shall be vested with full power to deal
in such situations. In action as the Grievance Committee, the Board may
hold private or open hearings, receive oral or written testimony, and
may take any all action it deems necessary under the circumstances. In
all decisions under this Article, the majority vote of a quorum of the
board shall be binding and decisive.
10.02 Certain conduct as is per se inconsistent with objectives of the
Association and as such shall constitute ground for immediate expulsion
from membership. Such conduct includes, but is not limited to, fraud,
kickbacks or referral fees between members, asking or requiring a lead
for a lead between members, criminal conduct relating to client or customer
contracts.
Article XI
Donations and Outside Activities
11.01 Except for remembrances to sick or deceased representatives, this
Association shall make no donations, charitable or otherwise, unless the
donation would financially further the interests of this Association and
its members, and under no circumstances, will the Association participate
in any outside activities.
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