Bylaws
CONSTITUTION
AND BY-LAWS OF THE
March 15, 2010
ARTICLE
I – NAME AND OBJECTIVES
Section
1: NAME
This
organization shall be known as the Wayne County Business Association (WCBA). The Wayne County Business Association (WCBA)
is a membership supported nonprofit 501(c) 3 organization that advocates and
informs on behalf of the business community in Wayne County, Utah.
Section
2: OBJECTIVES
The
objective and purpose of this Association shall be:
A. To advocate on behalf
of the Wayne County, Utah business community, connect business owners with
educational and technical expertise, and facilitate networking and
collaboration among businesses in a supportive network.
B. To help increase
business income and facilitate employment in Wayne County, Utah and to
encourage residents and visitors to patronize locally owned businesses.
C. To conduct the
business of WCBA as described in the By-Laws and an
annual marketing plan, detailing programs, strategies and actions by which to
achieve those goals.
D. To establish a
network of local, regional, state and national cooperative partners such as the
Six County Association of Governments, USDA, Panoramaland RC+D, the Governor’s
Office of Economic Development,
E. The WCBA, at its
discretion, may choose to establish and oversee a small business micro loan fund
to finance business growth and expansion.
ARTICLE
II – MEMBERS
WCBA
shall provide membership to any person or business or organization that
supports the Wayne County Business Association goals and objectives upon
payment of annual dues.
A. Payment of annual
dues is required for membership in good standing.
B. It is the expectation
and responsibility of each member to take an active role in promoting the
purposes of the Wayne County Business Association as outlined in Article
I. This includes exhibiting the highest
degree of professionalism and a willingness to share their talent, knowledge
and experience with fellow members.
C. Under the direction
of the WCBA Officers, members may be asked to serve on committees, provide
training in areas of expertise and share updated information. (Standing Committees include: Membership,
Finance and Education.)
D. A member may resign
at any time by notifying the WCBA President in writing. Such resignation shall be effective
immediately. Dues will not be refunded.
E. A membership may be
terminated for cause by a (2/3) two-thirds vote of the Board. The member will be given a written notice to
appear before the Board for a review of the case before the vote is taken. A pro-rata amount of the annual dues will be
refunded.
ARTICLE
III – MEETINGS
A. General Membership
Meetings shall be held as often as the WCBA Officers deem necessary, but not
less than four times a year – usually January, April, July and October. Notice of the meeting time and location shall
be sent to all members, including the minutes of the previous meeting, at least
one week prior to the meeting. E-mail is
the preferred method of notification.
B. The October meeting
is designated as the WCBA’s Annual General Business Meeting. The agenda shall include the election of
officers, financial report, approval of the budget, updates on education,
events and projects and other items pertaining to the objectives of WCBA.
C. Board Meetings may be
called any time by the WCBA President with no less than 7 days notice. Executive Board (Officer) meetings will
generally be held each month. The full
Board will meet quarterly in January, April, July and October. At-large Board members are welcome to attend
the Executive Board meetings.
ARTICLE
IV – OFFICERS AND ELECTIONS
The
WCBA will elect from its membership Officers to lead and conduct the business
and carry out the objectives of the Association.
A. Elected officers
include: President, Vice President (President-Elect), Program Officer,
Development Officer and Financial Officer.
B. Only a member (primary
or secondary contact) in good standing can serve as an elected WCBA officer. Any exception to this must have a two-thirds
(2/3) approval by the Board.
C. Officers are elected
by majority vote of the membership. Nominations may come from any WCBA
member. The nomination and voting period
are set by the current Officers and generally begin several weeks prior to the
annual business meeting. Final balloting
is completed and results are announced at the annual business meeting in
October. Special elections may be held
as called for by a two-thirds (2/3) vote of the Board.
D. Officers serve a term
of one (1) year. They may serve
additional terms if nominated and elected in a future year.
E. Voting is by email or
written ballot allowing each member an opportunity to vote during the election period
which may begin as much as one month prior to the annual business meeting. Final tabulation will be done just prior to
the business meeting in October. A
majority of votes cast shall be necessary for election of an officer. In the event of a membership tie, a
two-thirds (2/3) vote of the Board will make the determination.
F.
If
any officer position becomes vacant during the year, the remaining officers
shall appoint, with the two-thirds (2/3) approval of the Board, another person
to temporarily fill the position until the next general election in order to
prevent any disruption of the annual activities of the WCBA.
ARTICLE
V – OFFICER DUTIES
The
duties and responsibilities of the elected WCBA officers include:
A. The PRESIDENT shall
be the primary official representative and chief executive officer of the
Association. Duties:
·
Preside
at all meetings of the WCBA and calls special meetings as necessary.
·
Has
general charge and supervision of the business of the Association. As such, he/she is authorized to sign any and
all deeds, mortgages, bonds, contracts or other instruments as required.
·
Serves
as WCBA Board Chair.
·
Makes
reports of the affairs of the WCBA and see that its objectives are carried
out.
·
Supervises
recruitment and welcoming of new members.
·
Works
closely with the officers and Executive
Director in overseeing that the development, projects and purposes of WCBA are
fulfilled.
·
Contracts
and coordinates with outside resources, such as consultants, web support and
clerical assistance for additional tasks as needed.
·
Provides
direct supervision of the Executive Director and any other staff positions.
·
Chairs
the nominating and election procedures for the next officer election, including
the final tabulation and announcement at the annual business meeting.
·
Performs
all duties necessary or recommended by the Board.
·
The
President shall be the person who held the office of Vice President in the
immediate preceding year. Following
their term as president, he/she shall remain a member of the Board for the
following year. If it is necessary to
vacate the office, the Vice President/President Elect will serve as President
for the remainder of the unexpired term.
B. The VICE PRESIDENT is
also the PRESIDENT-ELECT. In the
absence of the President or in the event of death, inability, or refusal to
act, the Vice President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the President. Duties:
·
Serves
as the WCBA President in their second year, without a new nomination and
election.
·
Assists
the president in the performance of his/her duties.
·
Under
the direction of the President, he/she takes lead in the recruitment of new
members.
·
Chairs
the Membership Committee.
·
Works
with the President and Executive Director to maintain and update the membership
roster, newsletter and Quick Guide.
·
The
Vice President oversees any projects or committees and performs other normal
duties as requested by the President.
C. The PROGRAM OFFICER
strives to carry out the vision of continuing education and projects as
outlined in Article I of these By-Laws. Duties:
·
Draws
upon the resources of the WCBA membership, Board, Executive Director and
Community to achieve this goal.
·
Represents
the WCBA to organize committees, select subject matter experts and develop
meaningful programs, training and educational seminars and materials.
·
Chairs
the Education Committee.
·
Coordinates,
facilitates and reports the progress of WCBA project committees.
·
Works
closely with the Development Officer and Executive Director to see that
projects are funded and staffed as needed.
·
The
Program Officer assists the President and performs other normal duties as
requested.
D. The DEVELOPMENT
OFFICER coordinates and strives to achieve fund raising activities for the
Association. Duties:
·
Manages
and oversees the writing of proposals and follow up on project funding.
·
Works
in harmony with the Executive Director to develop contacts for funding sources.
·
Coordinates
the public affairs, community calendar, media, press releases and event
promotions for the WCBA.
·
Relates
closely with the Program Officer to see that funding allocated for projects is
used as contracted.
·
The
Development Officer assists the President and performs other normal duties as
requested.
E. The FINANCIAL OFFICER
shall safeguard the funds received by the Association by keeping proper
records, receipts, disbursements and following the financial guidelines as
outlined in Article VIII of these By-Laws.
Duties:
·
Maintains
and reconciles the banking statements.
·
Responsible
for collecting and depositing membership dues.
·
Presents
monthly reports of the WCBA financial statements, cash
flow, balance sheet and monthly status compared to budget.
·
Coordinates
the annual audit procedures, when an audit is ordered by a two-thirds (2/3) Board
vote.
·
Chairs
the Financial Committee.
·
Prepares
the annual budget for Board review and membership approval each January. As necessary, prepares amendments to the
budget during the year for the approval of the Board.
·
Custodian
for all WCBA records.
·
Works
closely with the Executive Director to keep accurate minutes of all WCBA
meetings. He/she is responsible for the
distribution of General Meeting minutes to the Association members.
·
Serve
as the secretary to the WCBA Board of Directors.
·
The
Financial Officer assists the President and performs other normal duties as
requested.
ARTICLE
VI – EXECUTIVE DIRECTOR
This
position will not be filled until at a future time when the WCBA Board may vote
to budget for and hire this person. When
approved, the Executive Director shall be chosen by quorum (2/3) vote of the
Board and serves at its pleasure. The
Executive Director is an at-will position.
He/she shall be compensated as the Board deems appropriate and shall be
an ex-officio non-voting member of the Board.
He/she reports directly to the President and works closely with all
officers. Under the direction of the President,
their duties may include:
·
Co-signing
with an authorized officer any and all deeds, mortgages, bonds, contracts or
other instruments which have been approved.
·
Supporting
as directed, the officers as they carry out their duties.
·
Representing
as authorized the WCBA in working with government, community and business
entities to fulfill the objectives of the Association.
·
Coordinating
with WCBA contracted staff and vendor services.
·
Making
reports to the Officers and Board as requested.
·
The
Executive Director assists the Officers and performs other normal duties as
requested.
ARTICLE
VII – BOARD OF DIRECTORS
The
Wayne County Business Association shall be directed by a Board consisting of Elected
Officers plus no fewer than two (2) and no
more than six (6) at-large WCBA members. Elected officers serve as Executive Board
Members.
A. Board Members may be
nominated by a WCBA member, officer or other Board member and must be approved
by a quorum two-thirds (2/3) vote of the existing Board and Officers.
B. All at-large Board members shall serve a two-year term. They may serve additional terms if nominated
and approved.
C. The Board is chaired
by the WCBA President.
D. The Board shall meet as
called for in Article III-C, to transact business, receive financial reports,
hear committee and project updates, give direction and provide guidance.
E. Resolutions and items
of action must have a quorum two-thirds (2/3) approval to be enacted.
F.
Board
members are urged to support WCBA by serving on committees and projects while
promoting the objectives of the WCBA.
ARTICLE
VIII – FINANCES, CONTRACTS AND RECORDS
Section
1: CONTRACTS
The
Board may authorize any officer/s or agent/s of the organization, in addition
to the Officers so authorized, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the organization and
such authority may be general or may be confined to specified instances.
Section
2: CHECKS, DRAFTS OR ORDERS
All
checks, drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Association, shall be signed by such
officer or agent/s or the Association, and in such manner as shall from time to
time, be determined by resolution of the Officers.
Section
3: DEPOSITS
All
funds of the organization shall be deposited within three (3) working days from
receipt to the credit of the Association in such banks, trust companies or
other depositories that the Officers my select.
Section
4: REPORTS
An
accounting of the finances of the WCBA shall be made at the annual membership business
meeting each October and whenever called upon by the President.
Section
5: BUDGET APPROVAL
Membership
will vote to approve the WCBA annual budget in January. The budget shall be submitted to Members via
email and by invitation to view at the WCBA-designated office. As necessary, an amendment to the budget
during the year must have a two-thirds (2/3) approval by the Board.
Section
6: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES AND AGENTS
A. Limitation of
Liability – The personal liability of the Directors and Officers of the
Association to the Corporation or its members, or to any third person, shall be
eliminated or limited to the fullest extent as from time to time permitted by
B. Indemnification – The
Association shall indemnify and advance expenses to its Directors, officers,
employees, fiduciaries or agents and to any person who is or was serving at the
Association’s request as Director, officer, partner, employee, volunteer,
fiduciary or agent of another domestic or foreign corporation or other person
or of an employee benefit plan (and their respective estates or personal
representative) to the fullest extent as from time to time permitted by Utah
law.
C. Insurance – The
Association may purchase and maintain liability insurance on behalf of a person,
who is or was a Director, officer, employee, volunteer, fiduciary or agent of
the Association, or who, while serving was one of these positions, a benefit
plan against liability asserted against or incurred by them in that capacity or
arising from his or her status.
Section
7: BOOKS AND RECORDS
The
Association shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its members, Officers, Board,
committees having and exercising any of the authority of the officers and shall
keep a record giving the names and addresses of the members in good
standing. All books and records of the
Association may be inspected by any member, or their agent/attorney, for any
proper purpose at any reasonable time.
Section
8: FISCAL YEAR
The
WCBA shall operate on a fiscal year beginning January 1 and ending December 31
of that year.
Section
9: FUNDING
A.
The
WCBA shall be financed by membership dues and other programs as available. Such programs may include grants from private
foundations, governmental and quasi-governmental entities, individuals and
other sources.
B.
The
WCBA is responsible to pay expenses incurred in the pursuit of the goals as
stated in these By-Laws and the Strategic and Marketing plans.
C.
The
budget shall be prepared by the officers and presented to the membership at the
first meeting of the calendar year – usually in January. An amendment to the budget during the year
must have a two-thirds (2/3) approval by the Board.
Section
10: DUES
Dues
shall be payable for the calendar year beginning January 1. All invoices will be sent in January and be
due at the end of March. For members to
be in good standing and receive a listing in the Quick Guide, dues must be paid
in full by March 31. Businesses joining
(dues paid) at the October business meeting or later will automatically receive
a membership for the following fiscal year in be included in the new year’s
Quick Guide.
ARTICLE
IX – PROCEDURE
Section
1: PARLIAMENTARY RULES
All
questions of parliamentary practice shall be decided according to Robert’s
Rules of Order. Any motion or change of
policy shall be seconded with call for discussion on the motion, and then a
vote by the membership to become valid.
Section
2: PROXY
For
a proxy to be valid, it must be written and addressed to the President or other
officer of the WCBA. The proxy must be
signed and dated before the meeting.
Official proxies shall be valid for one meeting only.
ARTICLE
X – AMENDMENT OF BY-LAWS
The
WCBA By-Laws may be amended by a majority vote of members present at any
regular or special meeting, provided the proposed amendments have been
presented in writing at a previous meeting or emailed to each member not less
than ten (10) days in advance of the meeting at which final action is
taken. Such amendments shall go into
effect immediately following adoption unless otherwise provided.
ARTICLE
XI – POLICIES
Association
policies and guidelines not already included in the By-Laws must be approved by
a Board quorum of two-thirds (2/3) vote then noted in this section.
1.
The
WCBA email list is confidential and to be used only for Association
communication and business. It is not to
be given or sold to anyone. Exceptions
must be approved by a Board quorum of two-thirds (2/3) vote.
Amended
March 15, 2010