|ARTICLE I (NAME AND OBJECT)|
|Section A:||The name of the organization shall be the West Washtenaw Business Association.|
|Section B:||The purpose of the association shall be to promote and improve the security, environment, and economic development of the Jackson Road and W. Stadium Blvd. Area.|
|ARTICLE II (MEMBERSHIP)|
|Section A:||Membership shall be open to anyone who agrees to the purpose of the association.|
|Section B:||In cases of dispute as to eligibility for membership, the board of directors shall have the final decision. Only members whose dues are not in arrears shall be entitled to vote at meetings of the association.|
|Section C:||Each member in good standing, whether individual, partnership, organization – non- or for profit, or corporation shall designate in writing an individual who shall have full authority to act for the member and who shall be acceptable to the board of directors of the association.|
|Section D:||Each member shall be entitled to one vote.|
|ARTICLE III (DUES)|
|Section A:||The annual dues shall be determined by the Board of Directors at their November meeting.
Members who joined before July 2017 – payable on February 1 of each year. The treasurer shall send out statements of dues through email to all members on or about January 1 of each year.
Members who joined after July 2017 – membership renewal will be based on anniversary date (for example, if joined July 1-15, dues will be payable on July 1, 2018. If joined July 16- 31, dues will be payable on August 1, 2018 and statement of dues sent through email one month before due date).
|Section B:||Members delinquent for more than ninety days may be dropped from membership at the Board of Director’s discretion. All rights of membership such as, but not limited to the displaying of signs, inclusion in the directory, and invitations to social functions shall be forfeited. Members may be reinstated upon payment of dues in arrears.|
|ARTICLE IV (MEETINGS)|
|Section A:||There shall be not less than four general meetings per year including the annual meeting in January. Other meetings may be called by the president when necessary|
|Section B:||Notice shall be sent to each member by the board at least fifteen days prior to each general meeting.|
|ARTICLE V (QUORUM)|
|Section A:||No business shall be transacted at any general meeting unless there shall be present at least ten members including two officers (president, vice president, secretary, or treasurer).|
|ARTICLE VI (BOARD OF DIRECTORS)|
|Section A:||The board of directors shall consist of a minimum of nine members, but not more than 15, elected by the general membership at the annual meeting.|
|Section B:||Directors shall serve for a period of three years. Starting in February 2019, there will be three new directors elected a year. The Board of Directors shall elect officers in the February meeting. After a 1 year hiatus, a member may be on the ballot for Board of Directors.|
|Section C:||Activities of the association shall be governed by the board of directors.|
|Section D:||The board of directors shall meet at the call of the president at least six times per year.|
|Section E:||At least five members of the Board, including the president or vice president, must be in attendance at a board of directors meeting to constitute a quorum for the transaction of business.|
|Section F:||Should a board member resign, miss three consecutive board meetings, or for cause as determined by the board of directors, the board of directors shall have the power to select a replacement, who will then serve the remainder of the term.|
|ARTICLE VII (OFFICERS AND THEIR DUTIES)|
· Preside at all meetings of the association and board of directors
· Spokesperson for association
· May authorize the expenditure of any amount up to $500 annually. Amounts in excess of $500 require approval by the majority of the board of directors.
· Attend WWBA committee meetings when possible
· Executive committee member
· WWBA Representative – build relationships with fellow organizations
· Prepare board meeting agenda
· Serves as the contact point for every board member on board issues.
· Sets goals and objectives for the board and ensures that they are met.
· Ensures that all board members are involved in committee activities; assigns committee chairs, appoint all committees as needed to complete the functions of the association
· Motivates board members to attend meetings.
· Facilitate the flow of information through company inbox
· Presides at meetings and assumes the duties in the absence of the president and shall act upon duties as assigned by the president.
· Ensure order is maintained during meetings and parliamentary procedures
· Ensuring a smooth flow of business
· Serving as an informed source about association rules, bylaws and governing documents.
· Review meeting agenda prepared by President before sent to board of directors
· Check on insurance renewal each year
· Shall keep a record of meetings of the association and of the meetings of the board of directors
· Keep record of committee meeting minutes
· Shall keep a complete record of names and addresses of all members, and shall serve all notices as required.
· Record keeping
· Develop and distribute a board calendar before the start of each year (January-December)
· Respond to phone and direct to proper contact.
· A copy of the minutes showing the change of officers with the new contact information will be sent to the appropriate business contacts following the February Board meeting electing officers.
· In secretary’s absence, Communications Chair would take notes first, second would be Vice President.
· At each board, general, and annual meeting, submit a complete statement of the accounts showing receipt and disbursements for the past year and financial condition of the association to that date.
· Quickbooks Manager – update, send invoices, reconcile bank activity
· Collect all dues and monies due the association and keep a true and accurate account of same.
· Pay bills
· Send invoices
· Treasurer/Audit/Budget committee member
· Request W9 for services provided to WWBA and paid for by WWBA (sent to accountant)
· Avail self to required information during internal audits
|ARTICLE VII (COMMITTEES0|
|Section A:||The standing committees shall be the membership committee, the audit committee, the nominating committee, the program committee, the governmental relations committee, the communications committee, and such other committees as may be deemed necessary.|
|Section B:||The nominating committee shall meet at least two months before the annual meeting to nominate a slate of officers and chairpersons and members of committees.|
|ARTICLE IX (AMENDMENTS)|
|Section A:||These bylaws may be amended by two-thirds vote of members present at any duly-called general or special meeting.|
|Section B:||The association may be dissolved by a vote of membership at a special meeting called for that purpose, such termination to be effective ninety days after such vote is taken, provided all outstanding obligations of the association have been paid.|
|Section C:||In the event of termination of the association, its surplus funds and other assets shall be equally divided among the members in good standing at that time.|
|The rules contained in Robert’s Rules of Order Newly Revised shall govern all deliberations of the association in all cases to which they are applicable, and in which they are consistent with these bylaws.|