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Bylaws of the Somerville Business & Professional Association
The following bylaws have been adopted by the membership on November 19, 1997 and shall serve to supersede all previous versions.
 
ARTICLE I - NAME
The name of the organization shall be the "Somerville Business & Professional Association" (hereinafter "Association") and shall be registered with the appropriate governing authorities as a non-profit organization.
 
ARTICLE II - PURPOSE
The purpose of this Association shall be to foster, encourage, support and otherwise promote business and professional interests of its members through the pursuit of its policies and goals. This shall include, but not be limited to, group advertising, sales promotions, event sponsorship, promotions, and interaction between this Association, government entities and other associations, all intended to make the Borough of Somerville a better place for the members and the public to conduct business.
 
ARTICLE III - MEMBERSHIP
a) Membership in the association shall be divided into four classes namely, business, professional, associate, and honorary
as defined as follows:
  – A business member shall be any organization that subscribes to the purpose of the Association as stated in Article II.
  – A professional member shall be any organization or individual required to obtain a state license to provide services and/or whose services are exempt from state sales tax, and who subscribes to the purpose of the Association as stated in Article II.
  – An associate (non-voting) member shall be any person who demonstrates an interest in the Somerville business community and who subscribes to the purpose of the Association as stated in Article II.
  – An honorary (non-voting) membership for a term of up to one year may be bestowed on any organization or person by a majority vote of the entire Board of Directors.
   
b) Applications for membership shall be reviewed by the Board of Directors (hereinafter Board) in a timely manner. A majority of the entire Board must approve membership of any new members.
   
c) Membership shall be granted on a fiscal year basis. New memberships and yearly renewals shall be acknowledged by the Executive Director in a timely manner.
   
d) Members must pay their entire dues in a timely manner to remain in good standing.
   
e) Members may resign from the Association upon written notification to the Board.
   
f) Each member may appoint only one person to represent them and vote at Association meetings.
   
g) The participation of any member may, after due consideration and discussion at a Board meeting, be terminated for the cause by a two-thirds vote of the entire Board.
   
ARTICLE IV - FISCAL YEAR
The fiscal year of the Association shall commence on the first day of January and end on the last day of December.
 
ARTICLE V - DUES
a) Dues shall be paid annually from a rate schedule approved by a majority of the entire Board.
   
b) All members shall be notified of their annual dues requirement whenever possible before January 15th of each year.
   
c) Members who have not paid their dues within 90 days of notification shall be considered not to be in good standing and will have their privileges suspended until such time as they pay their dues.
   
d) Members who have not paid their entire dues by June 15th will be dropped from the membership rolls and will need to re-apply for membership.
   
e) An existing business wishing to join the Association must pay a full years dues upon joining but will receive a pro-rata credit for each full month of the fiscal year prior to joining. This credit shall be applied to the dues for the succeeding year and will not be subject to refund if they do not renew their membership.
   
f) A newly opened business shall have the first year annual dues as set by the Board at a rate not to exceed that of membership in the appropriate class.
   
g) There will be no refund of any dues [paid by members who resign from the Association or whose membership has been terminated under Article III g.
   
ARTICLE VI - BOARD OF DIRECTORS
a) The Board shall be comprised of the following: Chairperson, Vice Chair, Secretary, Treasurer, ten other individuals representing members in good standing, all duly elected by the membership, plus the Executive Director and the Immediate Past Chair.
   
b) The Board shall be empowered to make all decision on behalf of the membership regarding policy, procedures, operations and expenditure of funds.
   
c) The daily operation of the Association shall be carried out by the Executive Director following the guidance and instructions provided by the Board.
   
d) Board members may be removed from the Board for failure to remain in good standing or for other adequate cause, upon the vote of two-thirds of the entire Board.
   
e) Vacated unexpired terms may be filled by a majority vote of the Board.
   
ARTICLE VII - MEETINGS
a) The Association shall hold its annual meeting in November of each year at which time the results of the election of the new Board shall be announced.
   
b) The Board shall hold a meeting each month on the first Tuesday thereof whenever possible.
   
c) In the event of a tie vote at a Board meeting, the Past Chair's vote shall not be counted.
   
d) Board Meeting shall be open to all members and guests invited by Board members.
   
e) A special meeting of the Board may be called by the Chair, the Executive Director, a majority of the Board, or by written request of 10% of the entire membership in good standing. The purpose of the special meeting shall be stated in the call notice and at least 5 calendar days of prior notice must be provided.
   
f) A quorum for a Board meeting shall be 50% of the Directors. A quorum for a membership meeting shall be 25% of the members in good standing.
   
g) All Board meetings shall be conducted following a written agenda in a manner determined by the Chair. Minutes of meetings are kept by the Secretary.
   
h) The agenda for all board meeting shall be prepared in advance by the Executive Director based upon timely requests made to him/her by the members.
   
i) For Board meeting, written proxies may be solicited from those Directors who are unable to attend for the sole purpose of establishing a quorum and may be revoked only by the presence of the issuer at the meeting.
   
j) At membership meetings, members in good standing are entitled to cast one vote per membership.
   
ARTICLE VIII - DUTIES OF THE OFFICERS
a) The Chairperson of the Board of Directors (the Chair) shall be responsible for conducting all Board meetings and acting in the capacity of Chief Executive Officer for the Association. The Chair shall create committees as required and select members to serve at its discretion in the capacity it so designates.
   
b) The Vice Chair shall perform the functions of the Chair when he/she is unable to do so or any other duties assigned by the Chair.
   
c) The Secretary shall be responsible to oversee the preparation of the minutes of the Board, shall take attendance at such meetings and shall record votes of all Board motions and resolutions. The Secretary shall be responsible to see that notice of meetings and minutes therefrom are distributed in a timely manner to all members. The Secretary shall serve as Chair should the Vice Chair be unable to do so.
   
d) The Treasurer shall oversee the financial operation of the Association and shall cause the audit of the financial records of the Association on a periodic basis. The Treasurer shall serve as Chair should the Secretary be unable to do so.
   
e) The Executive Director shall be appointed by a two-thirds vote of the entire Board and shall serve as the Chief Operating Officer. He/she shall be responsible for the day-to-day operation of the Association tom include but not be limited to collection of dues, bookkeeping, maintenance of records, solicitation of new members, preparing the agenda for the Board meetings, paying of bills, acting as spokesperson, executing agreements and other duties that the Board so directs. The Executive Director shall be a member ex-officio of all committees and shall work to coordinate their efforts including the filing of documents and requests on behalf of the Association with governmental agencies. The Executive Director may commit the Association to non-budgeted individual obligations of $250 or less without Board approval.
   
f) Two signatures shall be required on all Association checks. All of the above officers shall have check signatory authority.
   
ARTICLE IX - COMMITTEES
a) The standing committees of the Association shall be: Membership, Promotions, Budget and Elections.
   
b) The Chair shall designate chairpersons for each standing committee at the organization meeting in January.
   
c) From time to time as is appropriate, the Chair shall create and appoint members to such committees as it deems necessary to facilitate operation of the Association.
   
d) All committee members shall serve at the pleasure of the Board Chair.
   
e) All committees shall be responsible to keep their own minutes and to present a report of activities at the Board meetings.
   
f) The Membership Committee shall be responsible for recruiting and welcoming of new members as well as facilitating the renewal of current members.
   
g) The promotions committee shall be responsible for coordinating all promotional events that the Association sponsors.
   
h) The Budget Committee shall be responsible for preparing the annual budget for approval by the Board and for reviewing the financial statement of the Association at mid-year whenever possible, recommending adjustments to the Board as appropriate.
   
ARTICLE X - ELECTIONS
a) By the 15th of October of each year whenever possible, the Elections committee shall prepare and mail to each member an election ballot containing the names of all nominees for Officers and Directors of the Association. All nominees shall have agreed to serve if elected and shall represent members in good standing. Ample room shall be provided on the ballot for write-in votes.
   
b) Members shall cast their votes by marking, signing and mailing in their ballots before November 7th.
   
c) The Elections Committee shall be responsible for tallying the vote and certifying the results to the membership.
   
d) Individuals receiving the largest number of votes for each office shall be declared the respective winners.
Ties will be broken by a majority vote of the entire Board.
   
e) Successful write-in candidates must accept election in order to serve office.
   
f) The terms of all Officers and Directors shall commence on the 1st day of the fiscal year.
   
ARTICLE XI - AMENDMENTS
a) On written application at a Board meeting, amendments to these bylaws may be introduced by any three Directors or any ten members.
   
b) These bylaws may be amended by a two-thirds vote of the entire Board at a meeting subsequent to the amendments introduction.