3.02. PUBLICATION:
The Association shall publish the Code of Ethics on the Association
Internet Site and provide a printed copy to each member at least once per year.
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ARTICLE IV – ASSOCIATION
MEMBERSHIP
4.01. QUALIFICATIONS:
Any person or group of persons, including corporations and associations,
conducting a business brokerage, merger and acquisition intermediary business,
or who acts as a business finder, appraiser, lender, advisor, certified public
accountant, attorney, financial planner, or acts in any capacity related to the
business intermediary/business brokerage/business transfer process, and such
other persons including corporations, as the Board of Directors may deem
advantageous to the advancement of the Association, and who will comply with
the Bylaws of the Association and Code of Ethics, shall be eligible for
membership.
4.02. MEMBERSHIP CLASSIFICATION:
Memberships in the Association shall be divided into the following
classifications, and shall have voting rights unless otherwise indicated:
4.02.a. INDIVIDUAL MEMBERS:
Any individual sales agent, intermediary or broker employee or associate other
than the Company Member who is active as a business intermediary, business
broker, business appraiser, or business transfer consultant, may be an
Individual Member. An Individual Member
that is not associated with a Company Member shall be individually responsible
for compliance with the Code of Ethics without specific regard to the conduct
of other individuals, however the repeated violation of the Code of Ethics by
either an individual or company with whom the Individual Member is associated
may be considered a violation of the Code of Ethics.
4.02.b. COMPANY MEMBERS:
Any Individual Member that is also the principal of a corporation, partnership,
proprietorship, or association of individuals active as a business
intermediary, business broker, business appraiser, or business transfer
consultant as a primary business endeavor, may also become a Company Member.
Company Members shall be responsible for the conduct of all employees and
agents in their organization as to violations of the Code of Ethics. Except as
individuals and as provided for elsewhere Company Members are nonvoting members
of the Association.
4.02.c. CHARTER MEMBERS:
Any Company Member accepted into membership prior to January 1, 1988 is
qualified to become a Charter Member. A Charter Member in good standing may
advertise being a Charter Member.
4.02.d. AFFILIATE
MEMBERSHIPS:
Any person, corporation, partnership, etc. actively engaged in providing
services to business intermediaries and brokers, such as certified public
accountants, appraiser, attorneys, financial planners, bankers, educators,
government agency employees, or anyone involved in a business transfer function
of any kind other than as direct intermediary or broker, may be an affiliate
member. Affiliate Members may vote and hold any office other than President.
4.02.e. HONORARY MEMBERS:
Any individual, group, or organization contributing special financial or other
support in any one fiscal year to the Association shall receive a special
certificate in recognition of their status as an Honorary Member, and shall
receive the Association's periodicals and membership directory and be entitled
to attend its regular membership meetings, but shall not have the right to vote
on matters submitted to a vote of the members. The level of financial or other
support qualifying for each of these levels shall be determined by the Board of
Directors and may be modified from time to time by a vote of the Board of
Directors.
4.03. ADMISSION TO MEMBERSHIP:
Any individual, firm, partnership, corporation or association possessing the
requisite qualifications for membership, desiring to secure admission to
membership in the Association, shall make written application to the Membership
Committee or the Vice President of Membership. Each application for membership
shall include dues, initiation fees, and any other assessments as fixed by the
Association Board. Payment will be delivered to the Association Treasurer.
4.03.a. PROCESSING PROCEDURE:
Upon receiving applications for membership to the Association, the Membership
Committee shall ascertain that the applicant is qualified for membership as
stipulated in Section 4.01 and request that at least two active Company or
Charter Members be willing to sponsor said application. If adjudged qualified
and approved by the Membership Committee, the applicant shall be entered as a
member under the appropriate membership classification. Written notice of
approval or rejection of said membership shall be given promptly to each
applicant.
4,03.b LIMITATIONS ON
AFFILIATE MEMBERSHIP
An application for Affiliate Membership must be sponsored by two
Company Members that have been in good standing for at least three years prior
to the application date. The number of Affiliate members shall not exceed 1/3
of the Company and Charter Members at
the beginning of the current year. The
Board of Directors may decline approval of an application for Affiliate
Membership because in their estimate there is adequate representation of the
applicant’s primary business already in the Affiliate Membership.
4.04. VOTING RIGHTS:
All members in good standing shall be entitled to one vote on each matter
submitted to a vote of the members, unless not qualified to vote according to
the terms of their membership classification.
4.05. CONFIDENTIALITY REQUIRED:
It shall be the duty of all members of the Association to hold all proceedings
of the Association in confidence and to refrain from any discussion and/or
display of material or Association bulletins or any matter of an official
nature to anyone other than a member of the Association in good standing. This
requirement for confidentiality is not meant to restrict the distribution of
Association materials for new membership recruiting or other promotional or
public relations needs.
4.06. TRANSFERABILITY:
Memberships in the Association are not transferable. A change in over fifty
(50%) percent of the ownership of a Company Membership will constitute a
transfer that requires a new application for approval by the Board of Directors
for continuation of membership privileges.
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ARTICLE V – SUBSCRIPTION TO ASSOCIATION
BYLAWS
11.02. PAST PRESIDENT:
The Immediate Past President of the Association in good standing and available
to serve shall automatically become a member of the Board of Directors without
regard to limitations in 11.01, with full power of elected members, regardless
of membership classification.
11.03. VACANCY:
Any vacancy on the Board of Directors shall be filled by the Association Board
of Directors respectively at its next meeting following the vacancy.
11.04. MEETINGS:
Meetings of the Board of Directors may be held at any place designated by the
President with the approval of the Board of Directors.
11.04.a. REGULAR MEETINGS:
Regular meetings shall be held at least quarterly in each calendar year.
Upon determination of time and place of regular meetings, each member of the
Board of Directors shall receive notice thereof at least ten (10) but not more
than fifty (50) days in advance. Communication by e-mail to the last posted address shall be deemed
as complete at the time of sending.
11.04.b. SPECIAL MEETING:
The Board of Directors may be called to a special meeting agreed to by not less
than twenty-five (25%) percent of the members. Each member shall be notified
personally, or by telephone, or by e-mail, or letter mailed to their last known
address at least ten (10) days but not more than fifty (50) days in advance of
the date fixed for such a special meeting. Such special meetings shall be held
in a city in Massachusetts.
11.05. QUORUM:
The lesser of 5 or a majority of the of the members of the Board of
Directors in good standing shall constitute a quorum at either a regular or special
meeting.
11.06. ORDER OF BUSINESS:
At the first regular meeting of the Board of Directors as provided
elsewhere in this Article, the Board of Directors shall consummate the
following business with the regular order of business.
11.06.a.
The President shall submit a report showing the condition of the affairs of
the Association and recommendations, for the approval of the Board of
Directors.
11.06.b.
Receive and accept reports and recommendations from the Association's Standing
Committees.
11.06.c
Approve expenditures, commitments, and contracts of the Association
which exceed $1,000 or 25% of the last reported balance of the Treasury which
ever is less.
11.06.d.
Appoint
Special Committee, Ad Hoc Committees and their respective Chairmen with the approval
of the Board of Directors.
11.06.e.
Approve the time and location of the next annual meeting.
11.06.f.
Approve the plans and programs as presented for the ensuing year.
11.06.g.
Perform such other business as may from time to time require action by the
Board of Directors.
11.06.h.
The records of the Association's accounts receivable, accounts payable,
inventory and other pertinent financial records shall be examined by an
accountant to be engaged by the Board of Directors for the purpose of providing
an annual audit or review to be presented at a
Board meeting before October 1st.
11.06.i.
When these Bylaws are silent on an action in the conduct of the
Association's business, Robert's Rules of Order shall prevail.
11.07. COMPENSATION:
Directors shall receive no compensation for their services as Directors,
except for expense reimbursements as provided elsewhere herein.
11.08. REMOVAL:
The Board of Directors, for cause, may remove from the membership of the
Board of Directors without recourse against the Association, its Officers,
Board of Directors or individual membership thereof, any Director by
affirmative vote of two-thirds of the Directors present at any regular or
special Board Meeting. Failure to attend more than fifty (50%) percent of Director
meetings will constitute cause for removal at the discretion of the Board.
11.09. MANNER OF ACTING:
The act of a simple majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless the act of
a greater number is required by Statute, these Bylaws, or the Articles of
Incorporation.
11.10. INDEMNIFICATION:
To the fullest extent permitted by law, the association shall indemnify
each present and future director, each officer and each person acting on behalf
of or at the request of the corporation, their heirs, executors, and
administrators against all liabilities incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their acts or omission on behalf of the corporation, or at its
request. Such indemnification shall mean to include, but not be limited to,
court costs, attorney's fees, cost of settlements, or other incidental costs
which the corporation, in its sole discretion, shall determine are appropriate.
The above and foregoing indemnification provisions shall be at the sole
exclusive option of the association as to whether or not a person or entity
should be indemnified. However, in the event that any dispute arises for which
an indemnity may be claimed and there is a final judgment determining that an
individual or entity who seeks indemnification is held not to be liable for any
wrongdoing, then the corporation shall indemnify such individual in accordance
with the terms and provisions of this indemnification.
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ARTICLE XII – STANDING ASSOCIATION
COMMITTEES
12.01. STANDING COMMITTEES:
The President with the approval of the Board of Directors shall appoint the
Chairpersons and members for the following Standing Committees from the members
of the Association, whose duties shall be determined by the mission and
purposes of the Association as approved from time to time by the Board of
Directors. The Vice Presidents of Membership, Public Relations, and
Programs/Education shall serve as Chairmen of their respective committees.
12.01.a. MEMBERSHIP COMMITTEE:
This committee will review and recommend to the Board all administrative
policies concerning Membership, and upon approval of the Board of those
policies, see that they are fulfilled. This will include classification of
membership category for new members if such is called into question, the dues
for each category, membership certificate design, certificate preparation and
issuance to all members, assuring that all new members receive such
certificates on a current basis (within thirty (30) days of their acceptance
into membership), assuring that all new members have received and reviewed the
Code of Ethics as required by these Bylaws, and such other duties and responsibilities
as may be deemed appropriate to their Committee by the President and the Board
of Directors. The Vice President of Membership for the Association shall serve
as Chairman of the Membership Committee. The Membership Committee will provide
copies of Bylaws and detailed Code of Ethics upon receipt of the prospective
members application. The prospective member should review carefully and give a
considered assent to all provisions thereof as part of being admitted to
membership.
12.01.b. PUBLIC RELATIONS AND
COMMUNICATIONS:
This committee will be responsible for all Association literature and news
releases including the Association’s Internet Site and will seek out
opportunities to create positive publicity for the Association, and will
promptly and actively counter any negative publicity by issuing appropriate
responses to such in all the same media where such negative publicity may have
appeared. All members of the Association are urged to bring any and all
negative publicity of every kind to the attention of this committee for
response. Any officer or other member of the Association desiring to publish
any article wherein the Association is named by reference shall first obtain
approval from the Public Relations Committee therefor. Vice President of Public
Relations for the Association shall serve as Chairman of the Public Relations
and Communications Committee.
12.01.c. PROGRAMS &
EDUCATION/PROFESSIONAL DEVELOPMENT COMMITTEE:
This committee will administer all types of special certifications or designations
to be offered by the Association, along with all matters and administration
related thereto, including the dues for such programs, if any, special
certificates and awards design, preparation and issuance of such to all
members, assuring that such are presented on a timely basis and in compliance
with Association policy.
This committee will also recommend and initiate such activities as may promote
professional development, which may include sponsoring surveys for industry
activities, soliciting professional opinions on regulatory proposals and
developing the professional skills of members; providing clearing house
services and distributing copies on a current basis to all members of such
information as might tend to enhance their professional development; offering
periodic seminars to the members and the general public, alone or in
co-sponsorship with other reputable leading groups or organizations, whether
through teleconferencing or in person at various locations throughout the
Association's various regions; and as otherwise may be deemed appropriate to
this committee by the President and the Board of Directors.
12.02. SPECIAL COMMITTEES:
The President with the approval of the Board of Directors may appoint the
members for the following Special Committees from the members of the
Association, with the exception of those Chairmen whose appointments are
provided for elsewhere in these Bylaws. The duties of these committees shall be
to organize and supervise the operation of the Association as directed by the
Board of Directors.
12.02.a. BY LAWS/RESOLUTIONS &
ETHICS COMMITTEE:
The Secretary shall be Chairman of this committee. This committee shall consist
of not less than three (3) members and shall carry out duties as follows, and
such other duties coming within the scope of the committee which may be
requested from time to time by the President to: (1) Receive and act on or
initiate all matters pertaining to the Bylaws such as amendments,
interpretations, etc.; (2) Receive and act on or initiate all resolutions to be
adopted by the Association Board of Directors. Such proposed resolutions shall
be filed with this committee at least thirty (30) days prior to the Board
meeting, and this committee shall prepare a written report of such proposed
resolutions, together with any other resolutions it may deem for the best
interest of the Association and the industry; (3) Maintain and distribute
current copies of the Bylaws and Code of Ethics to all current members.
12.02.b. BUDGET/FINANCE COMMITTEE:
The President may appoint a Budget/Finance Committee from the members, whose
duty shall be to plan the budget for the forthcoming year for Board approval.
This committee shall have the responsibility of supervising the financial
affairs of the Association. The Treasurer shall be Chairman of this committee.
12.02.c. AUDIT COMMITTEE:
The Executive Vice President shall be Chairman of this committee which will
be responsible for verifying the financial affairs of the Association.
12.02.d. NOMINATING COMMITTEE:
The last person serving as past President who is not currently serving as
President (in progression until one is able to serve) shall serve as Chairman
of the Nominating Committee. It shall be the duty of this committee to select
candidates from the membership for the office of President, Executive Vice
President, Vice President of Membership, Vice President of Public Relations,
Vice President of Programs/Education, Secretary, and Treasurer; and report in
writing such list of candidates to the Board of Directors not later than 60
days prior to election.
12.02.e. GRIEVANCE/ARBITRATION
COMMITTEE:
This Committee shall consist of not less than three (3) members appointed by
the President subject to confirmation by the Association Board of Directors.
(a) This Committee will hear appeals from members that have been charged with
violation of the Code of Ethics or Bylaws of the Assoication.
(b) The decision of this committee will be final and binding.
(c) Failure to comply with all grievance proceedings adopted by the Association
may be grounds for revocation of membership.
12.02 f. GOVERNMENT RELATIONS COMMITTEE:
The President may appoint a Government Relations Committee, which committee
shall monitor and supervise all matters of the Association upon legislation,
state or federal, as necessary. All such matters shall be referred to such
committee for proper preparation and recommended action for the approval of the
Board of Directors.
12.03. AD HOC COMMITTEES:
The Association President may appoint such AD HOC Committees with the approval
of the Board of Directors as may be deemed necessary to accomplish the
missions, purposes, and objectives of the Association. Such committee(s) shall
be disbanded upon completion of its objective(s).
12.04. EX-OFFICIO MEMBER:
The Association President shall be an ex-officio member of all committees.
12.05. SCOPE OF AUTHORITY:
The designation of committees and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any individual Director, of
responsibility imposed upon it by law.
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a name="officers">ARTICLE XIII – ASSOCIATION OFFICERS,
THEIR ELECTION AND DUTIES
13.01. ELECTIVE YEAR:
The elective year of the Association shall begin on the first day January
each year.
13.02. OFFICERS AND THEIR ELECTION:
The officers of the Association shall be a President, an Executive Vice
President, a Vice President of Membership, a Vice President of Public
Relations, a Vice President of Programs/Education, a Treasurer and a Secretary.
All elections shall be by majority ballot of all of the Association Directors
and Officers as of November 1st of each year.
13.03. TERM OF OFFICE:
Each officer shall hold office for one year starting the first day of the
January, or until a successor shall have been duly elected and shall have
qualified or until the Officer's death or resignation or removal in the manner
hereafter provided. Election of an officer shall not of itself create contract
rights.
13.04. REMOVAL:
Any Officer elected by the Directors may be removed by the affirmative vote of
three quarters of the total members of the Board of Directors whenever its
judgment is that the best interest of the Association would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Failure to attend fifty (50%) percent of more of Board
meetings may be cause for such removal, at the option of the Board of
Directors.
13.05. THE PRESIDENT:
It shall be the duty of the Association President to:
(a) Preside at all meetings of the Board of Directors, at the annual membership
meeting/convention and act as Chairman of the Board of Directors.
(b) Direct all operating activities of the Association in accordance with
policies established by the Board of Directors to achieve the objectives for
which the Association was organized.
(c) Analyze and appraise regularly the effectiveness of all operations to see
that the Association's policies are observed and to take corrective action as
needed.
(d) Delegate adequate authority to enable subordinates to carry out their
responsibilities and authorities; see that their responsibilities and
authorities are defined in writing and clearly understood.
(e) See that the Bylaws of the Association are observed.
(f) Keep the Board of Directors adequately informed of all matters of
significance.
(g) Seek constantly for improvement in the Association and service to its
members.
(h) Develop coordination, cooperation and understanding among all persons
holding office in the Association, including Directors and Committee persons.
(i) Through the direction of the efforts of fellow officeholders and person
initiative, develop proposals for policies and activities which will encourage
new membership and improve services to existing members of the Association.
(j) Approve all commitments to expenditure and contracts up to an amount of
$1000.
(k) Appoint all committees
as provided by the Bylaws or by vote of the membership.
(l) Except in those instances in which the authority to execute is expressly
delegated to another officer or agent of the Association or a different mode of
execution is expressly prescribed by the Board of Directors or these Bylaws,
the President may execute for the Association any contracts, deeds, mortgage
bonds, or other instruments which the Board of Directors has authorized to be
executed. Such execution may be accomplished either under or without the Seal
of The Association, and either individually or with the Secretary.
(m) Make an annual report showing the condition of the affairs of the
Association at the annual membership meeting. A copy of the report, including
financial statements, will be made available to each member of the Association
upon request.
(n) Perform such other duties as from time to time may be assigned by the Board
of Directors.
13.06. EXECUTIVE VICE PRESIDENT:
The
Executive Vice President assists and advises the President in the formulation
and administration of the Association policies. In the absence of the President
or in the event of the President's inability or refusal to perform the duties designated
by these Bylaws, the Executive Vice President shall perform the duties of the
President and, when so acting, shall have all the powers and be subject to all
the restrictions upon the President. It shall be the duty of the Executive Vice
President to serve as Chairman of the Annual Convention Committee and the Audit
Committee and to perform such other duties as from time to time may be assigned
by the President or the Board of Directors.
13.07. VICE PRESIDENT OF MEMBERSHIP:
The Vice President of Membership shall act as Chairman of and direct the
Membership Committee and carry out all the duties outlined herein for that
committee, and shall also serve on the Board of Directors and perform such
other duties as from time to time may be assigned by the President or Board of
Directors.
13.08. VICE PRESIDENT OF PUBLIC
RELATIONS:
The Vice President of Public Relations shall act as Chairman of and direct
the Public Relations Committee and carry out all the duties outlined herein for
the committee, and shall also serve on the Board of Directors and perform such
other duties as from time to time may be assigned by the President or Board of
Directors.
13.09. VICE PRESIDENT OF
PROGRAMS/EDUCATION:
The Vice President of Programs/Education shall act as Chairman of and direct
the Programs/Education Committee and carry out all the duties outlined herein
for that committee, and shall also serve on the Board of Directors and perform
such other duties as from time to time may be assigned by the President or
Board of Directors.
13.10. TREASURER:
The Treasurer is the Chief Financial Officer of the Association and is
responsible for formulating financial policies. It shall be the duty of the
Treasurer to be familiar with existing financial policies, investment policies,
and the accounting procedures, controls and financial reporting of the
Association and to consult the President, Administrator and independent
auditors on such matters. The Treasurer shall act in an advisory capacity to
the members of the Board of Directors on all of the foregoing matters. It shall
be the duty of the Treasurer to:
(a) Establish policies for providing adequate and timely financial statements
reflecting the results of the Association's activities for submission quarterly
to the Board of Directors and annually to the membership.
(b) Advise the Board of Directors of causes for significant variances from
budgeting revenues and expenses on a quarterly basis; such information shall be
obtained from the parties concerned.
(c) Develop a plan for investing the Association's surplus funds and
periodically determine that the plan is in effective operation. Such plan shall
be approved by the Budget/Finance Committee before it is implemented.
(d) Determine that adequate safeguards over the Association's assets exist in
the system of internal accounting controls.
(e) Be Chairman of the Budget/Finance Committee; supervise the preparation of
the annual financial forecast and budget, present them to the President for
subsequent presentation to the Board of Directors for their approval or
modification.
(f) Determine adequacy of current and long range financial policies regarding
dues and other revenue sources and make recommendations to the President for
changes deemed necessary.
(g) Provide for adequate documentation of financial and accounting policies and
ensure that they are understood by administrative employees of the Association.
(h) Supervise the collection and deposits of all moneys in a bank to be
designated by the Board of Directors, all subject to full control and order of
the Board of Directors of the Association.
(i) Supervise the keeping of an approved set of records of all receipts and all
expenditures for the purpose of providing such financial accounting as is
required by the President or Board of Directors at least once each year at an
annual meeting thereof, or at any such time as may be fixed by Bylaws or
designated by the President of the Board of Directors.
(j) File any necessary income tax reports as may be required by law for a
nonprofit corporation.
(k) Expend the funds of the Association as approved in the budget or as
directed by the President or Board of Directors and retain all receipts for any
all expenditures so directed. No expense not provided for in the budget shall
be incurred without prior approval of the President or Board of Directors.
(l) Cause the signatures of the President and Treasurer to be registered at the
depository as authorized to sign Association checks, and one of such signatures
to be sufficient to cause any check to become legal. Unless unavailable, the
Treasurer's signature shall be affixed to all checks.
(m) Cause all surplus funds to be invested in a separate interest bearing
account, which account shall always require two officer signatures, those being
the President and the Treasurer unless otherwise directed by the Board of
Directors.
(n) Arrange financial records to conform with the fiscal year of the
Association.
(o) Perform such other duties as from time to time may be assigned by the
President or the Board of Directors.
(p) Inform the Vice President of Membership of members who are past due on
their annual dues for remedial action.
13.11. SECRETARY:
It shall be the duty of the Secretary to:
(a) Upon instruction of the President, prepare the agenda for meetings of the
general membership. The agenda shall conform to the "Order of
Business" set forth in the Bylaws.
(b) Serve as the collector of material to be included in the agenda; this
material may be submitted by any member of the Board of Directors.
(c) Submit the agenda to the President for approval and then forward it with
the notice of meeting to those qualified to attend the meeting.
(d) Determine whether there is a quorum and record and keep, or cause to be
recorded and kept, the minutes of all meetings held by the Association and
file, or cause to be filed with the Board of Directors within forty-five (45)
days after any such meeting a complete abstract of any such meeting and its
proceedings therein.
(e) Maintain, or cause to be maintained, a calendar record of dates on which
various committees are required to take action.
(f) Retain for safekeeping the Great Seal of the Association and papers of
incorporation and documents thereof, public liability and other insurance
policies, and any and all such other documents and vital records as may affect
the Association. Said articles shall be kept in a recognized bank's safety
deposit vault under the name of NEBBA Brokers, or any other approved d/b/a; or
in a fireproof container in the Association office. Entry and access to such
articles shall be gained by the Secretary and the President.
(g) Advise all Candidates, Officers and Directors of their election or
appointment in writing.
(h) Keep the Secretary of Commonwealth of Massachusetts and the governmental
agencies informed of the Association's Registered Agent and Registered Address.
(i) Serve as Chairman of the Bylaw Committee.
(j) Keep a file of all registered forms authorized by the Association as signed
by the members.
(k) Perform such other duties as from time to time may be assigned by the
President or the Board of Directors.
13.12. REIMBURSEMENT:
Any Officer of Committee shall be entitled
to claim any just out-of-pocket cash disbursements for postage, photocopying,
travel and other disbursements necessary in carrying out the duties of their
office. In the event of any special assignment requiring any expenditure in
excess of one hundred dollars (100) they shall first seek the approval of the
President. Attendance at Board of Director meetings shall be considered as
approved by the Board of Directors and necessary expenses related thereto shall
be entitled to reimbursement. Nothing contained here shall apply to the
aforementioned expenses where a budget has been set and approved.
13.13. COMPENSATION:
Except as above provided, no Officer, member of the Board of Directors, or
Committee Person shall receive any compensation other than expenses
reimbursement as provided herein.
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ARTICLE XIV – AMENDMENTS
14.01. AMENDMENTS TO THESE BYLAWS:
A proposed amendment to the Bylaws may be submitted to the Bylaws Committee
by joint action of any ten (10) or more members in good standing for their
review, preparation and recommendations prior to presentation to membership.
All such proposals and presentations shall outline the names and addresses of
the proponents to the Bylaws Committee. The Bylaws Committee may also propose
Bylaws changes.
14.02. BALLOT:
These Bylaws and any amendments or alterations thereof may be altered,
amended, or repealed by a two-thirds majority vote of the Association Board of
Directors either by mail, or at a meeting of the Association Board of
Directors.
14.03. REJECTION BY MEMBERSHIP:
The Bylaws Committee shall notify the
membership on any repeal, amendment or alteration within thirty (30) days of
enactment. Any ten (10) members in good standing may petition the Bylaws
Committee to reject, any amendment, or alteration made to these Bylaws by the
Association Board of Directors. Upon receipt of the petition, the Bylaws
Committee will send a mail ballot to all members in good standing to reject or
accept the proposed Bylaws Changes. Two-thirds of the membership may reject the
repeal, amendment or alteration. All ballots must be received within thirty
(30) days from the date of mailing by the Bylaws Committee.
14.04. NO WAIVER:
The provisions of this Article XIX providing for amendments, alteration or
repeal of these Bylaws may not be waived in any manner whatsoever by the
Directors or members assembled at any annual meeting.
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ARTICLE XV – PROXIES
15.01. PROXIES PERMITTED:
Proxies are specifically permitted or authorized in meeting of the General
Memberships; however, said proxies shall be in writing and not last for longer
than thirty (30) days.
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ARTICLE XVI – DISSOLUTION
16.01. DISSOLUTION PROCEDURE:
Upon Dissolution of the Association the net assets, after payment of
existing liabilities and expenses of liquidation, shall be given to a qualified
nonprofit organization to be determined by the Board of Directors.
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ARTICLE XVII – GENDER AND
NUMBER
17.01. GENDER AND NUMBER SUBSTITUTION:
In the Bylaws, where the context admits,
words in the masculine gender include the feminine and neuter gender, words in
the singular include the plural and the plural includes the singular.
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