Bylaws
NETWORKS is an organization of business people committed to the highest standards of professionalism and service. The goal of each chapter is to exchange business referrals. Members will at all times, maintain and conduct themselves with the highest level of professional integrity. Each business category is represented by one member and conflicts of interest are not allowed.
NETWORKS – BYLAWS
Article 1- Purpose
Section 1: This chapter of NETWORKS is an organization of business people committed to the development of their respective careers through individual professional development, and the interchange of professional contacts made and developed through the networking process. Each occupational endeavor is represented by one member end conflicts of interest are not allowed. It is the policy of NETWORKS to maintain a competitive process for the application of membership status so as to enable all competitors in a given trade or industry an equal opportunity to vie for memberships in the chapter under the procedures set forth herein, on a first come, first reviewed basis.
Section 2: The basic goal of this chapter shall be to expand each member’s business contacts through the networking process and the generation of “referrals”.
Section 3: A “referral” is defined as a qualified lead or contact between two members or when one member generates a qualified lead or contact between another member and a non-member which could potentially lead to a business transaction.
Section 4: This chapter shall not be used in any way for political purposes nor shall it as a chapter actively participate in the political candidacy of any person or cause.
Section 5: This chapter shall not conduct business or engage in any profit orientated activities of any nature.
Article II – Identity
Section 1: The name of this chapter is NETWORKS. Chapter members shall be entitled to use this name when referring to the chapter or in associationwith chapter purposes and activities as long as NETWORKS consents to such use. Neither the chapter or its members are permitted to use the name “NETWORKS” when referring to itself or in relation to chapter activities including, but not limited to, any of its literature or publications. Chapter members understand and acknowledge that by becoming a member of this chapter, that they are forming an agreement with other chapter members to conduct themselves and their chapter activities in accordance with the terms of these Bylaws, and the NETWORKS Officer Duties’ Manual.
Section 2: A chapter is an unincorporated association of members whose relationship to each other consists only of their agreement to act together under the terms these Bylaws in furtherance of the purposes of these Bylaws. By associating with this chapter, denoted by the name of the locality or area where the chapter regularly conducts its meetings, a member does not become the agent of the chapter, other club members, or NETWORKS, nor form or establish a partnership with the chapter, other members, or NETWORKS. In recognition of the limited relationship between the chapter members, by joining this chapter, members agree not to bring any legal action against any other chapter member, or the chapter(NET.WORKS) based on any claim arising out of or incidental to chapter membership or chapter activities.
Article III- Membership and Classification
Section 1: Membership in this chapter shall be of the active class only.
Section 2: (a) The active membership of this chapter shall consist of women and men of good character and community standing residing or having other community or business interests within the general area of the chapter and, each member shall have one vote. Networks shall not discriminate among its members, or deny membership based upon race, heritage, gender, age, disability, religion, or sexual preference.
(b) A membership may be owned by the individual or the corporation which pays the annual membership fee and annual dues. If the individual or corporation leaves the chapter in any manner, rights to the membership are retained by the chapter.
(c) The active membership of this chapter shall be composed of occupations listed on the official membership category list. There may be prospective members who would like to join the chapter who do not belong to an occupation set forth on the official membership category list. If this occurs, the chapter’s board of directors shall determine by majority vote whether the particular business occupation of the prospective member would be an appropriate addition to the chapter. If the board determines by majority vote that this business occupation would be appropriate, the regular procedures regarding prospective members will then be followed. If there is more than one applicant for a particular category, and the applicants have a plan as to how they would subdivide the category, the proposed subcatagorization should be put to the chapter body as a whole for a vote, and if approved by 2/3 vote, the subcatagorization plan shall be approved, assuming the individual applications are otherwise approved for membership.
(d) Occasionally, a slight overlap of occupations will occur and conflictsof interest may become apparent. In case of an apparent conflict between an existing chapter member and a prospective member, the prospective member must write a letter outlining how he or she will represent the chapter. The letter must then be approved by the chapter’s board of directors before the application of the prospective member is reviewed.
(e) Prospective members must attend two consecutive meetings, and submit an application to the membership chairperson. Prospective members will not attend the third meeting. A membership vote will be taken at the third meeting. If there are three “no” votes, the application will be denied.
(f) A member shall pay a membership fee and annual membership dues and hold only one membership category. Although these fees may change from time to time, they will be disclosed to every prospective member at or before the time that he or she submits an application for membership.
(g) No person or corporation shall be eligible for membership who holds. Membership in a similar chapter or another club with similar goals. Due to the nature of this chapter, the members acknowledge that they would not be able to further the purposes of this chapter or to properly satisfy their NETWORKS commitment, as set forth on the application form, if they were to join a similar chapter or organization.
(h) A membership may be held in the name of an individual or a business entity (referred to herein as a corporation).
(i) If the individual member changes their employment or the category which he or she represents and he or she owns the membership individually, the member will re-apply and the board of directors shall have the right to approve or disapprove the new employer or category.
(j) If the corporation owns the membership and wishes to appoint a permanent alternate individual, the individual must apply with a new application. The board of directors shall have the right to approve the new member and shall advise the company in writing of it’s action, such approval will not be unreasonably withheld.
(k) If a member, whether corporate owned or individually owned, wishes to appoint a temporary alternate, the individual alternate must apply, and the board of directors shall have the right to approve or disapprove the temporary alternate.
Section 3: Any member may resign from this chapter provided that all of his or her indebtedness to the chapter has been paid. The resignation shall be submitted in writing to the board of directors and shall become effective when accepted by the board. Any advance fees paid will be refunded to the member on a pro rata basis.
Article IV – Termination of Membership
Section 1: Members are required to sign and abide by the chapter”commitment” set forth on the application form.
Section 2: Any member being in arrears in payment of dues and/or chapter financial obligations, per Article X, Section 3 shall stand suspended when notified forthwith in writing by the president or treasurer of the chapter. Such member, upon payment of arrears and upon making application for reinstatement as a member to the chapter’s board of directors, may, by majority vote of the board of directors, quorum’ required, be reinstated within ten (10) days of the date of aforesaid written notice from the chapter president or treasurer. In case such member be not so reinstated within ten (10) days of the date of aforesaid written notice, the member shall be dropped from the membership and shall be so notified forthwith in writing by the president or secretary of the chapter.
Section 3: The chapter’s board of directors shall review the individual active membership of this chapter based on the following criteria: regular attendance at chapter meetings, which is vital to the successful functioning of the chapter; and individual membership participation in chapter activities.
(a) The chapter’s board of directors will measure the personal involvement and attendance at regular chapter meetings of each active member. At the discretion of the board of directors, any active member who, without excuse, shall fail to attend two consecutive chapter meetings or actively participate in the activities of this chapter, shall, at the direction of a majority vote of the board of directors, quorum required, shall be notified in writing and membership be terminated by the chapter.
Section 4: Suspension or expulsion. The chapter’s board of directors is authorized, as provided in the Officer Duties Manual, to suspend from membership for a period of not more than one (1) year, or expel from membership any member of this chapter for good cause.
Section 5: “Good cause,” as used in this Section, means:
(a) Any conduct that brings the chapter into public disrepute or violates the purpose for which this chapter is formed.
(b) Any willful failure or refusal to abide by the Articles, Bylaws, or rules of this chapter.
(c) Any willful failure or refusal to pay any assessments levied pursuant to the provisions of these Bylaws.
(d) Any willful failure or refusal to abide by the Code of Ethics and the chapter Commitment.
(e) Conviction of any felony, or any crime involving moral turpitude.
(f) The filing of any voluntary or involuntary petition in bankruptcy or making any assignment for the benefit of creditors, or the doing or performing of any act constituting bankruptcy or insolvency, if such act or petition or thing is not cleared up and released within thirty (30) days.
(g) Any conduct that causes any member to come into public dispute.
(h) Any professional misconduct or a breach of the Code of Ethics of this chapter of such a serious nature as to render his or her continued presence as a member of the chapter professionally damaging or detrimental to the other members of the chapter.
Article V – Officers
Section 1: The officers of this chapter shall consist of a president, vice- president, secretary and treasurer who shall be elected annually. Officers may hold an office for only one term until their successors are duly elected or appointed as provided by these bylaws. In the event that any office becomes vacant for any reason whatsoever, the vacancy shall be filled forthwith by the board of directors.
Section 2: The president of this chapter shall serve as the executive officer of the chapter, preside at all meetings of the membership, be an ex-officio member of all committees, exercise general supervision over affairs of the chapter, perform such other duties as are ordinarily incumbent upon a president and report to the board of directors.
Section 3: The vice-president of this chapter shall perform such duties that are ordinarily incumbent upon the vice-president and such other duties as may be assigned by the president or the board of directors.
Section 4: The secretary of this chapter shall keep and maintain the minutes of all meetings of the board of directors, and shall conduct all correspondence as may be required by the president or board of directors and shall generally perform such duties that are ordinarily incumbent upon a secretary.
Section 5: The treasurer of this chapter shall keep and maintain records of all financial actions of the chapter which shall include all records of membership fees, dues, contributions, and all monies collected and disbursed. The treasurer shall prepare quarterly and annual statements for the chapter and general perform such duties that are ordinarily incumbent upon a treasurer.
Article VI – Directors
Section 1: The chapter shall be governed by the chapter’s board of directors.
Section 2: There shall be a board of directors which shall consist of the president, the most recent former president, the vice-president, thesecretary, the treasurer and two members at large to be elected by the membership, each of whom shall have the right to vote. The president shall also be chairman of the board of directors. In the event of a directorship becoming vacant for any reason whatsoever, such vacancy shall be filled by action of the board of directors, and such appointee shall serve for the duration of the term of the individual being replaced. Each director shall be an active member in good standing and not an alternate and attend regular weekly meetings.
Section 3: The board of directors shall have control and management of the chapter’s activities, determine all policies,discipline members, and generally supervise the affairs of the chapter.
Section 4: The board of directors shall meet the first week of each month on the day prior to the weekly meeting day. A majority of the board of directors shall constitute a quorum for the transaction of business, and a majority vote of those present shall be necessary to give effect to any ti fthb d
Article VII – Election Procedure
Section 1: The election of officers and directors shall be held at a regular meeting prior to January 20th. The annual meeting will be the first regular meeting in February.
Section 2: For the first year of this chapter refer to Article XIV. Voting shall be by ballot and shall not be cumulative. There shall be no voting by proxy.
Section 3: At a regular meeting of the chapter at least five (5) weeks prior to the date of the annual meeting, the president shall appoint a committee to be known as the nominating committee. This committee shall consist of any five (5) members other than the board of directors. The president shall designate the chairman of this committee. The duties of this committee shall be to make nominations, with consent of those nominated, and to prepare a ballot for the election of such officers and directors.
Section 4: At least four (4) weeks before the annual meeting, the nominating committee shall submit a list of nominees. At least three (3) weeks before the annual meeting, nominations from the floor of a regular meeting of the chapter may be made for any office and when so made together with the list submitted by the nominating committee, shall then be the list of nominees submitted to the chapter for an election of officers and directors. Nominations from the floor must be in the form of a petition signed by five members in good standing.
Section 5: On the election day prior to January 20th, the president shall appoint a committee to be known as the committee on elections consisting of not more than five (5) members. The duties of this committee shall be to distribute, collect, and count the ballots and report the results to the president who shall announce the same to the chapter. A majority of all votes cast shall be necessary to determine the choice of any officer to be elected. In the event that any ballot does not show a majority for any nominee for any particular office, the president shall immediately designate a time and place for further balloting for such office. Prior to the second ballot the nominee having the lowest vote on the first ballot shall be dropped; and in each ballot the same procedure shall be followed until one (1) nominee shall have received a majority of all votes case.
Section 6: In the case of a vacancy in the office of the president, the vice- president shall succeed to the office. In the case of a vacancy in the office of the vice-president, treasurer or secretary, the vacancy shall be filled by the board of directors.
Section 7: In the event after their election and prior to February first, of the disability or inability of an officer-designate or director, the vacancy shall be filled by the board of directors.
Section 8: Only members in good standing shall be eligible to hold office or vote and may not be in arrears on dues.
Section 9: Alternates may not hold office but may cast a proxy for the regular member is absent.
Article VIII – Meetings
Section 1: The chapter shall hold weekly meetings, typically breakfast meetings, on such day and place as shall be determined by the board of directors. The meeting shall feature only chapter members as: Speaker, motivator, greeter, and showtimer. Problems or complaints will not be aired at the regular meeting, but will be referred to the board of directors. Chapter members may hold such other meetings as the board of directors may desire. The regular weekly breakfast meetings shall start at 7:11 a.m. and end at 8:30 a.m. except on other occasions as approved by the chapter.
Section 2: Badges shall be worn at all weekly morning meetings.
Section 3: The annual meeting of the chapter shall be the first regular weekly meeting in February. Newly elected officers will be installed at this time. The membership of this chapter shall be given at least two (2) weeks’ notice of the date and place of the annual meeting.
Article IX – Membership Fees
Section 1: Each new chapter member shall pay a membership fee. The payment of said fee to be a prerequisite to admission to membership, payable prior to becoming a member. The membership fee is refundable within 30 days of joining and is also refundable if applicant is denied membership.
Section 2: Annual dues shall be due annually on the anniversary month of joining.
Section 3: A member shall be regarded as in good standing if he or she is not more than thirty (30) days in arrears in payment of any indebtedness. The exceptions to this section are Article XII Contributions, points 1 through 9.
Section 4: The fiscal year of this club shall be from February 1 of each year until January 31 of the following year.
Section 5: Quarterly meal dues shall be set by the board of directors and paid in advance by the first week of each quarter.
Article X – Committees
Section 1: The board of directors shall determine the number and purpose of all special and standing committees necessary for the achievement of the objectives and purposes of this chapter.
Section 2: The president shall, immediately following his or her election, appoint a sergeant-at-arms, the chair persons and members of all committees, and shall announce such appointments not later than March 1 following his or her election.
Section 3: The social committee shall promote at least four social outings per year with members and spouses. Under no circumstances shall the chapter sell liquor to members or guests. The social outing may replace the regular weekly meeting.
Section 4: The committee on attendance. The vice president shall review attendance at each meeting and promote full attendance at all chapter meetings and shall personally communicate with members whose attendance is unsatisfactory for the purpose of improving said member’s attendance record.
Section 5: The committee on membership shall use the chapter membership categories provided in the chapter manual for classification of new members. Only one category per member is allowed.
Section 6: The ethics committee will be composed of three (3) active members who are not on the board of directors.
Section 7: The program committee shall designate one or two members to be first week: Showtimer – second week: Greeter – third week: Motivator – fourth week: Speaker.
Section 8: The referral committee shall provide standard chapter referral forms to be used by members at all meetings. The referral committee chairperson (Referral Master) shall keep a record of all referrals.
Article XI – Contributions
Contributions, points 1 through 6 are assessed at the regular meetings and must be paid within 24 hours after the meeting. Non- payment will result in the immediate loss of membership. IOU’s are not acceptable. The minimum contributions to chapter funds shall be as follows:
No membership badge at meeting – .25 minimum
No guest at meeting – .25 minimum
No referral – $1.00 minimum
Late to meeting, or leave early – $1.00 minimum
No show speaker or motivator, greeter – $20.00
Greeter arrive past 6:56 am – $1.00 minimum
Unexcused meetings – $2.25 minimum
No show socials (show or pay) – $5.00 minimum
Delinquent Dues – $10.00 minimum per week
Under no circumstances will contributions be eliminated or reduced without prior written approval of the board of directors.
Article XII – Miscellaneous
Section 1: Any person who is proposed and accepted for membership in the chapter shall be deemed to have accepted these bylaws and the chapter’s rules as set forth in the chapter Practices and Procedures Manual and shall be bound by them in all respects.
Article XIII – Not-For-Profit Organization
Section 1: This chapter is organized and shall operate as a not-for-profit organization for personal and professional improvement and other similar non-profit purposes. Any income received shall be applied only to the non-profit purposes of the organization, and no part of the income shall inure to the benefit of any director, officer or member.
Article XIV – Amendments
Section 1: Amendments to these bylaws shall be effective if adopted by two/thirds vote of the chapter body.