BY-LAWS
Down
East Business Association
Carteret
County, North Carolina
ARTICLE
I: IDENTITY
The name of this organization shall be the Down East Business Association,
hereafter referred to as the Association or DEBA.
ARTICLE
II: PURPOSE
The purpose for establishing DEBA is to enhance the general public's
awareness of the goods and services available to them located east of
the North River Bridge in Carteret County, North Carolina.
ARTICLE
III: QUALIFICATIONS OF MEMBERSHIP
- 3.1
Voting Members Any member must have a principal physical business
east of the North River Bridge in Carteret County, North Carolina.
- 3.2
More Than One Place of Business
- A
Member may have more than one place of business under the same
name. However, if the principal owns more than one place of business
it would constitute an additional membership or memberships for
each place of business.
- 3.3
Affiliate, Public Service and Honorary Memberships
- Such
memberships may represent non profit organizations including but
not limited to churches, museums, government agencies and guilds.
Membership fees, if any, for these types of organizations shall
be set forth by the Board of Directors.
ARTICLE
IV: MEMBERSHIP FEES AND ASSESMENTS
- 4.1
Membership Fee A membership fee set by the DEBA Board of Directors
must be paid by each business qualifying under Article I. before it
will be considered a member of DEBA in good standing. The Membership
Fee will be renewable at or about the beginning of each calendar year.
Contact must be renewed by January 15th or a reapplication fee shall
be imposed. Memberhship Fees may be increased or decreased at the
discretion of DEBA's Board of Directors.
ARTICLE
V: MEMBERS, MEETINGS AND VOTING
- 5.1
Place Meetings of DEBA's membership shall be held from time to time
at such places designated by DEBA's Board of Directors.
- 5.2
Annual Meetings
- The
Annual meeting of general membership shall be held in November
of each calendar year as specified in the notice of such meeting
give pursuant to Section 5.4. At each annual meeting the Members
shall elect Members of the Board of Directors and may transact
any other business properly coming before them.
- 5.3
Special Meetings
- Special
meetings of the Members may be called at any time by the President
or by the Board of Directors, and shall be called and held within
thirty (30) days after written request and therefore signed by
Members of DEBA entitled to cast at least one-half of the total
votes of the Association if delivered to any officer or director
of the Association. No business shall be transacted at a special
meeting except which is stated in the notice thereof.
- 5.4
Notices
- Notices
of all meeting of the Members, stating the time and place, and
accompanied by a complete agenda thereof, shall be given by the
President or Secretary to each Member. Such notices shall be in
writing and shall be hand delivered, sent by United States Mail
or E-Mailed to the Members at the addresses of their respective
businesses or to any other address as any Member may have designated
to the President or Secretary; at least (10) days in advance of
any annual or regularly scheduled meeting, and at least seven
(7) days in advance of any other meeting.
- 5.5
Quorum; Adjournment if no Quorum
- A
quorum shall consist of Members present, in person, or by proxy,
entitled to cast at least 25% of the total votes of the Association.
If a quorum is not present, the meeting shall be adjourned from
time to time until a quorum is present.
- 5.6
Votes
- The
total votes of the Association are allocated based on one (1)
vote per Member as defined in Article III of this document.
- 5.7
Manner of Casting Votes
- Votes
may be cast in person or by proxy. A proxy must be in writing,
be signed by all business owners, the votes of which are subject
to the proxy, be given only to another Member or a security holder
in that business, and shall be filled with the Secretary before
or the meeting. The proxy shall be valid until revoked in wrtting
by the business owner or owners issuing the proxy.
- 5.8
Required Votes
- All
questions shall be decided by majority vote on the question unless
otherwise specified.
- 5.9
Actions by Members Without Meeting
- Any
action that may be taken at a meeting of the Members, may be taken
without a meeting if such action is authorized in a writing setting
forth the action taken, and is signed by two-thirds of the voting
Members, or is such action is taken in any other manner permitted
by law.
- 5.10
Prohibition of Cumulative Voting
- There
shall be no cumulative voting
ARTICLE
VI: BOARD OF DIRECTORS
- 6.1
First Board of Directors
- The
first DEBA Board of shall consist of the original officers and
three regional directors. The first replacement of the original
DEBA Board of Directors shall occur at the first annual meeting
of the Association
- Previous
year's past President, if not elected, shall act as an exofficio
member of the Board of Directors without a voting right.
- 6.2
Number and Qualification of Directors
- The
Board of Directors shall consist of the officers and three regional
directors representing Smyrna, Harkers Island and Atlantic school
districts, as determined any annual meeting subsequent to first
annual meeting by the Members. Each director shall be a business
principle or their designate, a Member in good standing of DEBA,
and shall not be representative a Carteret County school district
in which they do business east of the North River Bridge.
- 6.3
Election of Directors
- Prior
to the annual election, a nominating committee shall be appointed
by the President with the approval of the Board of Directors.
The nominating committee shall select at least one candidate for
each office and at least one candidate for each place to be filled
on the Board of Directors. Any qualified active voting member
is, with his of her approval, whose name is submitted shall be
placed in nomination. The report of the nominating committee shall
be made available to each member eligible to vote at least three
weeks prior to the election.
- 6.4
Actual Election
- The
president, with the approval of the board shall appoint an election
committee of three voting members to conduct the election. In
case of a tie vote, the issue will be determined by lot.
- 6.5
Term
- The
terms of the directors shall be one year, but the directors shall
serve until new directors are elected at the annual meeting.
- 6.6
Removal
- In
the event an officer or director is deemed to be incapable of
fulfilling the duties for which elected, but will not resign from
office voluntarily, the officer or director ay be removed from
office under the following procedure:
- A
petition requiring the removal of an office or director and signed
by not less than two thirds of the voting membership or a majority
of all directors shall be filed with the president. If the president
is the subject of the petition, with the next ranking officer,
and shall specifically set forth the reasons the individual is
deemed to be disqualified from further service.
- 6.7
Vacancies
- Any
vacancy in the Board arising by death or resignation of a director
shall be filled by the remanding directors, whether or not constituting
a quorum, and a director so elected shall serve for the unexpired
term of his or her predecessor in the office.
- 6.8
Regular Meetings
- Regular
meetings of the Board may be held at such time and place as shall
be determined by a majority of the directors. Notice of regular
meetings shall be given to each director, personally, by mail,
by telephone or by e-mail at least seventy two (72) hours prior
to the meeting.
- 6.9
Special Meetings
- Special
meetings of the Board of Directors may be called by the President
and shall be called by the President or the Secretary and held
within ten (10) days after written request therefore signed by
2 (two) directors is delivered to the President or the Secretary.
Not less than seventy-two (72) hours notice of such special meeting
shall be given personally or by mail, telephone or by email, to
each director; provided that in case the president or any two
(2) directors determines that an emergency exists, a special meeting
may be called by giving each notice as is possible under the circumstances.
All notices of a special meeting shall state the time, place and
purpose thereof. No business shall be transacted at a special
meeting except that which is stated in the notice thereof.
- 6.10
Quorum: Adjournment if No Quorum
- A
majority of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors.
If a quorum is not present, the meeting shall be adjourned from
time to time until a quorum is present. The signing by a director
of the minutes of a meeting shall constitute the presence of such
director at that meeting for the purpose of determining a quorum.
- 6.11
Manner of Acting
- Each
director shall be entititled to one vote.
- 6.12
Board Action Without Meeting
- Any
action that may be taken at a meeting of the Board of Directors
may be taken without a meeting is such action is authorize in
a writing setting forth the action taken and signed by all directors.
- 6.13
Compensation of Directors Restricted
- Directors
shall receive no compensation for their services as board members.
But may be paid for out-of-pocket expenses incurred in the performance
of their duties as directors as approved by the board.
- 6.14
Powers and Duties of the Board of Directors
- All
of the powers and duties of the Association shall be exercised
by the Board of Directors, including those existing under the
common law, applicable statues, and those By-Laws, as any thereof
may from time to time be amended. Such powers and duties shall
be exercised in accordance with the provisions of applicable laws
and these By-Laws, and shall include, but not be limited to the
following:
(a) To
prepare and provide to members annually, a report containing at least
the following:
(i)
A statement of any capital expenditures in excess of $500.00, whichever
is greater, anticipated by the Association during the current fiscal
year or succeeding two (2) fiscal years.
(ii)
A statement of the status of and amount of any reserve fund and
any portion of a fund designated for any special project to the
Board.
(iii)
A statement of the financial condition of the Association for the
fiscal year period.
(iv)
A listing of current members.
(b) To
adopt and amend budgets and to determine and collect dues and assements
to pay for the Association agreed upon expenses.
(c) To
hire and terminate managing agents and to delegate to such agents
such powers and duties as the Board of Directors shall determine,
except such as are specifically required by these By-Laws to be done
by the Board of Directors
(d) To
enforce these By-Laws.
(e) To
hire and terminate agents and independent contractors.
(f) To
establish and dissolve and liquidate, from time to time, reserve accounts
for any purpose.
(g) To
provide for indemnification of the Association's officers and directors
and maintain officer's and director’s liability insurance
ARTICLE
VII: OFFICERS
- 7.1
Designation of Officers
- The
officers of this Association shall be a President, a Vice President,
a Secretary and a Treasurer.
- 7.2
Powers and Duties of Officers
(a)
President
The
President shall be the chief executive office of the Association;
shall have all of the powers and duties incident to the office
of a President of a corporation, including, but not limited to,
the duty to preside at all meetings of the Board of Directors
and of the members, and the general supervision of officers in
the management of the business and affairs of the Association;
and shall see that all actions and resolutions of the Board of
Directors are carried into effect.
(b)
Vice President
The
Vice President shall assume all the powers of the President in
the absence of the President at the meetings of the Board of Directors
and of the Membership, and shall perform all other duties incident
to the office of the Vice President of a corporation.
(c)
Secretary
The
Secretary shall keep the minutes of all meetings and actions taken
of the Board of Directors and of the members; shall give all required
notices to the Directors and Members; shall keep all records of
the Association, and shall perform other duties incident to the
office of a Secretary of a corporation.
(d)
Treasurer
The
Treasurer shall have custody of all intangible property of the
Association, including funds, securities, and evidences of indebtedness;
shall keep the book of the Association in accordance with good
accounting practices and, upon request, shall submit them, together
with all vouchers, receipts, records, and other papers to the
Board of Directors for examination and approval; shall deposit
all monies and other valuable effects in depositories designated
by the Board; shall disburse funds of the Association as directed
by the Board, and shall perform all other duties incident to the
office of a Treasurer of a corporation.
- 7.3
Execution of Agreements
- All
agreements, contracts, or other instruments shall be executed
by the officers of the Association.
ARTICLE
VIII: INDEMNIFICATION OF DIRECTORS & OFFICERS
The Association
shall indemnify and save the officers and Members of the Board of Directors
harmless for and against all claims, demands and suits, and expenses
incurred in defending the same, relating to actions they took or did
not take in their terms of office, except in the event of fraud or criminal
malfeasance.
ARTICLE
IX: FISCAL MANAGEMENT
- 9.1
Depository
- The
Board of Director shall designated a depository for funds of the
Association, and may change depository. Withdrawal of funds from
such depository shall be only by checks signed by two designated
officers of the Association.
- 9.2
Fidelity Bonds
- Fidelity
bonds may be maintained by the Association in an amount determined
by the Board of Directors.
- 9.3
Annual Audit
- The
officers of the Association shall prepare an annual audit statement
of income and disbursement which shall be distributed to the Members
of the Association. At the request of the majority of the Members
an audit of the account of the Association shall be made by a
certified public accountant.
- 9.4
Fiscal Year
- The
fiscal year of the Association shall be the calendar year, provided
that the Board of Directors from time to time, resolution, may
change the fiscal year to some other designation period.
ARTICLE
X: COMMITIEES
ARTICLE
XI: AMENDMENTS
No amendment to these By-Laws shall be made without first being approved
by Members entitled to cast two-thirds of the total vote in the Association
at a regular or special meeting of the Association.
ARTICLE
XII: PARLIMENTARY AUTHORITY
Robert's Rules of Order , newly revised, shall govern the conduct of
Association proceedings when not in conflict with these By-Laws and/or
any statues of the State of North Carolina applicable thereto. The Chairman
of the meeting shall have the authority to appoint a parliamentarian.
ARTICLE
XIII: EFFECTIVE DATE
These By-Laws shall become effective on the date of approval, this 15the
day of Jan 2002
The Parliamentarian
is a consultant, commonly a professional, who advises the president
and other officers, committees, and members on matters of parliamentary
procedure. The parliamentarian's role during a meeting is purely an
advisory and consultative one--since parliamentary law gives to the
chair alone the power to rule on questions of order or to answer parliamentary
inquiries. -Robert's Rules of Order, Newly Revised Proxy: authority
or power to act for another; a document giving such authority; specifically;
a person authorized to act for another
Quorum:
the number (as a majority) of officers or members of a body that when
duly assembled is legally competent to transact business
Majority.
a number greater than half of a total
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