ARTICLE I – NAME
1.01. NAME:
The Association shall be known as New England Business Brokers Association (NEBBA), and by such other DBA as may be approved by a two-thirds majority vote of the Board of Directors.
1.02. ORGANIZATION:
The Association is organized in the Commonwealth of Massachusetts as a nonprofit corporation. It is intended to serve members equally from the states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont.
1.03. OFFICE:
The office of The Association shall be in a principal city located in the Commonwealth of Massachusetts. The initial office will be located in Acton, Massachusetts.
1.04. PREVIOUS ORGANIZATIONS
This organization is the successor of an unincorporated group calling itself the New England Business Brokers Association, NEBBA. That organization was the survivor of a Massachusetts for profit corporation organized November 6, 1987 and involuntarily dissolved by the Secretary of the Commonwealth of Massachusetts on December 31, 1990, known as NEBBA Inc.
ARTICLE II – MISSIONS AND PURPOSES
The mission and purposes of the Association shall be:
2.01. EDUCATION:
To promote education, research and exchange of information for those engaged in the business transfer industry for the purpose of raising the standards of business intermediaries and brokers and preserving the right of business ownership in the interest of the public welfare.
2.02. STANDARDS:
To promote and maintain high standards of conduct in the transaction of business brokerage.
2.03. CODE OF ETHICS:
To formulate and promulgate a Code of Ethics for the members of the Association.
2.04. LICENSING OF INSIGNIA AND DESIGNATIONS:
To grant its members the right to display insignia of the Association and right to use any designations approved for use by the Association now or as hereinafter approved.
2.05. PUBLIC INFORMATION:
To inform the public of the advantage of transaction business with members of the Association, and to encourage the use by members of all approved insignia and designations of the Association.
2.06. COOPERATION AND ACCORD AMONG MEMBERS:
Do and cause to be done all things to bring about greater cooperation and accord between members and to do anything and everything necessary, suitable, useful and proper for the accomplishment of any of the aforesaid purposes or the attainment of any of the aforesaid objects; and for such purposes it may solicit and receive funds and other property, real, personal, and mixed and invest, reinvest, hold manage, administer, expend, and apply such funds, and property, subject to such conditions and limitations, if any, as may be expressed in any instrument evidencing such gift, transfer, devise, of bequest.
2.07. AMENDMENT OF MISSION AND PURPOSES AND OBJECTIVES:
The Mission and Purposes Statement of the Association may be amended and revised by a two-thirds majority vote of the Board of Directors from time to time provided that it shall not conflict with any mission as contained herein.
2.08. RECOGNITION AND CERTIFICATION OF BROKERS
To formulate and promulgate standards of competence, recognition of excellence by members as business brokers.
2.09. INTERNAL REVENUE CODE LIMITATION:
Notwithstanding anything else herein, each of the foregoing purposes is expressly made subject to the following limitations:
A. The Association shall not be conducted for the financial profit of its members, but shall be conducted for the mutual benefit of its entire membership, and no part of the net earning of the Association shall inure to the benefit of any private member or individual.
B. The Association is not organized for profit, and the Association shall not engage in any business of a kind ordinarily carried on for profit.
C. The Association shall in all events be operated and conduct its purposes in accordance with those allowable for a 501.c.6. not for profit board of trade as prescribed in Massachusetts General Law in various Chapters including Chapter 180,s.4.
ARTICLE III – CODE OF ETHICS
3.01. ESTABLISHMENT:
The Association will maintain and adhere to a Code of Ethics which is intended to be no less demanding or restrictive than that of the International Business Brokers
Association (IBBA) as amended from time to time by two-thirds majority vote of the Board of Directors.
3.02. PUBLICATION:
The Association shall publish the Code of Ethics on the Association Internet Site and provide a printed copy to each member at least once per year.
ARTICLE IV – ASSOCIATION MEMBERSHIP
4.01. QUALIFICATIONS:
Any person or group of persons, including corporations and associations, conducting a business brokerage, merger and acquisition intermediary business, or who acts as a business finder, appraiser, lender, advisor, certified public accountant, attorney, financial planner, or acts in any capacity related to the business intermediary/business brokerage/business transfer process, and such other persons including corporations, as the Board of Directors may deem advantageous to the advancement of the Association, and who will comply with the Bylaws of the Association and Code of Ethics, shall be eligible for membership.
4.02. MEMBERSHIP CLASSIFICATION:
Memberships in the Association shall be divided into the following classifications, and shall have voting rights unless otherwise indicated:
4.02.a. INDIVIDUAL MEMBERS:
Any individual sales agent, intermediary or broker employee or associate other than the Company Member who is active as a business intermediary, business broker, business appraiser, or business transfer consultant, may be an Individual Member. An Individual Member that is not associated with a Company Member shall be individually responsible for compliance with the Code of Ethics without specific regard to the conduct of other individuals, however the repeated violation of the Code of Ethics by either an individual or company with whom the Individual Member is associated may be considered a violation of the Code of Ethics.
4.02.b. COMPANY MEMBERS:
Any Individual Member that is also the principal of a corporation, partnership, proprietorship, or association of individuals active as a business intermediary, business broker, business appraiser, or business transfer consultant as a primary business endeavor, may also become a Company Member. Company Members shall be responsible for the conduct of all employees and agents in their organization as to violations of the Code of Ethics. Except as individuals and as provided for elsewhere Company Members are nonvoting members of the Association.
4.02.c. CHARTER MEMBERS:
Any Company Member accepted into membership prior to January 1, 1988 is qualified to become a Charter Member. A Charter Member in good standing may advertise being a Charter Member.
4.02.d. AFFILIATE MEMBERSHIPS:
Any person, corporation, partnership, etc. actively engaged in providing services to business intermediaries and brokers, such as certified public accountants, appraiser, attorneys, financial planners, bankers, educators, government agency employees, or anyone involved in a business transfer function of any kind other than as direct intermediary or broker, may be an affiliate member. Affiliate Members may vote and hold any office other than President
4.02.e. HONORARY MEMBERS:
Any individual, group, or organization contributing special financial or other support in any one fiscal year to the Association shall receive a special certificate in recognition of their status as an Honorary Member, and shall receive the Association’s periodicals and membership directory and be entitled to attend its regular membership meetings, but shall not have the right to vote on matters submitted to a vote of the members. The level of financial or other support qualifying for each of these levels shall be determined by the Board of Directors and may be modified from time to time by a vote of the Board of Directors.
4.02.f ASSOCIATE MEMBER
Any individual that is an employee of contractor to, owner of, or partner of a Company Member that has filed an application for membership and has been accepted into membership. Said Associate Member shall have all of the rights of an individual member accept that a majority of the Board of Directors may from time to time specify amounts for application fees and annual dues that are different from those of Individual Members.
4.03. ADMISSION TO MEMBERSHIP:
Any individual, firm, partnership, corporation or association possessing the requisite qualifications for membership, desiring to secure admission to membership in the Association, shall make written application to the Membership Committee or the Vice President of Membership. Each application for membership shall include dues, initiation fees, and any other assessments as fixed by the Association Board. Payment will be delivered to the Association Treasurer.
4.03.a. PROCESSING PROCEDURE:
Upon receiving applications for membership to the Association, the Membership Committee shall ascertain that the applicant is qualified for membership as stipulated in Section 4.01 and request that at least two active Company or Charter Members be willing to sponsor said application. If adjudged qualified and approved by the Membership Committee, the applicant shall be entered as a member under the appropriate membership classification. Written notice of approval or rejection of said membership shall be given promptly to each applicant.
4,03.b LIMITATIONS ON AFFILIATE MEMBERSHIP
An application for Affiliate Membership must be sponsored by two Company Members that have been in good standing for at least three years prior to the application date. The number of Affiliate members shall not exceed that of the total of Individual, Company, Charter and Associate Members at the beginning of the current year. The Board of Directors may decline approval of an application for Affiliate Membership because in their estimate there is adequate representation of the applicant’s primary business already in the Affiliate Membership.
4.04. VOTING RIGHTS:
All members in good standing shall be entitled to one vote on each matter submitted to a vote of the members, unless not qualified to vote according to the terms of their membership classification.
4.05. CONFIDENTIALITY REQUIRED:
It shall be the duty of all members of the Association to hold all proceedings of the Association in confidence and to refrain from any discussion and/or display of material or Association bulletins or any matter of an official nature to anyone other than a member of the Association in good standing. This requirement for confidentiality is not meant to restrict the distribution of Association materials for new membership recruiting or other promotional or public relations needs.
4.06. TRANSFERABILITY:
Memberships in the Association are not transferable. A change in over fifty (50%) percent of the ownership of a Company Membership will constitute a transfer that requires a new application for approval by the Board of Directors for continuation of membership privileges.
ARTICLE V – SUBSCRIPTION TO ASSOCIATION BYLAWS
5.01. SUBSCRIPTION:
Each member shall agree to be bound by these Bylaws and all amendments thereof before being admitted to membership.
5.02. EXPULSION FROM MEMBERSHIP:
Any member of the Association may be censured, suspended, or expelled from membership if they commit a breach of the standards of conduct of the Association, as determined by the Grievance/Arbitration Committee.
ARTICLE VI – CERTIFICATE OF ASSOCIATION MEMBERSHIP
6.01. CERTIFICATE OF AUTHORIZATION:
The Association’s Board of Directors may provide for the issuance of certificates evidencing membership in the Association which shall be in such form as may be determined by the Board. Such certificates shall bear the signature of the Association Secretary or President.
6.02. ELIGIBILITY:
When a member has satisfied the requirements for membership for the Association’s current fiscal period, and if the Board of Directors shall have provided for the issuance of certificates of membership under Section 6.01, a certificate of membership shall be issued in their name and delivered to them by the Association’s Secretary or the Membership Committee.
ARTICLE VII – ASSOCIATION INSIGNIA
7.01. OWNERSHIP OF INSIGNIA:
All certificates of membership and membership cards, placards, decals, cuts, insignia or emblem and/or any other material of Association nature placed into the hands of any member of the Association for use of said member to indicate or otherwise note their connection with the Association shall remain the sole property of the Association and all of same shall be returned to the Association if and when said member shall for any reason whatsoever cause their membership to cease in the Association.
7.02. USE BY NON-MEMBER ASSOCIATES:
Unauthorized use by non-member associates or members is strictly forbidden, and applies to use of any literature, letterhead or other form of advertising that applies to the non-member.
7.03. DISCONTINUANCE OF DISPLAY:
Any member who shall for any reason cause their membership to cease in the Association shall immediately discontinue the display, handling, mailing or distribution of any and all material indicating any affiliation with the Association. Failure to comply voluntary with this section may subject the former member for damages to the Association.
ARTICLE VIII – RESIGNATION, WITHDRAWALS AND RE-ELECTIONS
8.01. RESIGNATIONS:
Any member of the Association may withdraw for membership by tendering a written resignation to the Association and a sum of money equal to all arrears, if any, in dues and any and all assessments and each and every installment thereof.
8.02. WITHDRAWALS:
When a member withdraws from business their membership in the Association shall automatically terminate, whether from normal cessation or other causes, or upon such an alteration in the nature of business transacted as would disqualify said member from securing a membership upon application therefore.
8.03. RE-ELECTION TO MEMBERSHIP:
No member who has been expelled shall be eligible for re-election to membership for at least one year from the date of expulsion; such former member shall not be readmitted until all arrears in dues and/or other obligations to the Association shall have been paid.
8.04. MAINTAINING QUALIFICATION REQUIREMENTS:
Any member voluntarily withdrawing may be eligible to reactivate his membership, within a two year period without re-qualifying by examination for any special designations awarded by the Association. The Board at its option may impose reinstatement fees and other requirements.
ARTICLE IX – ASSOCIATION DUES AND ASSESSMENTS
9.01. FISCAL YEAR:
The fiscal year of The Association shall be from January 1 to December 31, inclusive.
9.02. MEMBERSHIP DUES:
The Board of Directors may by simple majority vote establish dues for membership in the Association. Should such dues be established, the Treasurer shall include same in the annual billing of dues to the members. All Association dues for new members are payable to NEBBA.
9.03. TERMINATION:
Any member failing to pay the dues after they become due shall be notified by the Treasurer by letter mailed to said member’s last known address. If said dues are not fully paid within thirty (30) days from mailing of said notice, the membership and all incidental rights and privileges of such member may be considered terminated without further notice.
9.04. WAIVER OF DUES:
The dues of any member found temporarily in distress may be waived or temporarily deferred by a simple majority vote of the Association Board of Directors as regards the Association portion of the dues.
9.05. PAYMENT IN ADVANCE:
All new applications for membership or requests for reinstatement must be accompanied with all necessary fees and dues, in advance. No membership shall be accepted for a period of less than twelve months unless special permission is granted by the Board of Directors.
9.06. ANNUAL DUES:
Annual dues shall begin on the first day of acceptance into membership. Annual dues of new members may be prorated at the discretion of the Board.
ARTICLE X – MEETINGS OF ASSOCIATION MEMBERS AND QUORUM REQUIREMENTS
10.01. ANNUAL MEETING:
An annual meeting of the general membership of the Association shall be held between January 1st and March 31st each year. Notice of the time and place of the regular annual meeting shall be posted on the Association’s Internet Site with access to all members of the Association not less than thirty (30) days before the date of such meeting.
10.02. ORDER OF BUSINESS:
At the said annual meeting there shall be reported to the general membership the names of all officers and directors elected by the membership in accordance with these Bylaws and the members shall transact such other business as may properly come before the meeting.
10.03. QUORUMS:
Ten percent of the members in good standing shall constitute a quorum in regular and special meetings respectively. If such quorum be not present at any meeting a simple majority of the members present shall have power to adjourn the meeting at any time without further notice other than announcement at the meeting until the requisite number of members shall be present any action be taken which might have been transacted at the meeting as originally noticed; withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
10.04. LIST OF MEMBERS:
A complete list of members entitled to vote at any annual or special meeting, arranged in alphabetical order, with the address of each shall be filed by the Association Secretary in the Association Office, or the place of business of the Association Secretary, and on the Association’s Internet Site at least ten days before every election and taken to the place where such meetings are to be held, and during the whole time of such meeting be open to the examination of any member in good standing.
ARTICLE XI – ELECTION AND DUTIES OF ASSOCIATION DIRECTORS: THEIR MEETINGS AND QUORUMS
11.01. NUMBER AND ELECTION:
The properties and business of the Association shall be managed by its Board of Directors each of whom shall be elected annually as determined by these Bylaws. Each Director shall be elected to serve for three years or until a successor shall be elected. Each Director shall be a member in good standing of the Association. There shall be not less than 5 Directors nor more than 12 Directors, including Officers. The names and places of business of each Director and Officer shall be clearly posted on the Association’s Internet Site. The Election of directors shall be by secret ballot submitted to all members in good standing as of October 1st. All ballots received by the Secretary as of 5 PM on October 31st shall be counted. The nominating committee shall establish the form of the ballot. The Board of Directors from time to time will establish such other specific rules to be followed to achieve fair elections.
11.02. PAST PRESIDENT:
The Immediate Past President of the Association in good standing and available to serve shall automatically become a member of the Board of Directors without regard to limitations in 11.01, with full power of elected members, regardless of membership classification.
11.03. VACANCY:
Any vacancy on the Board of Directors shall be filled by the Association Board of Directors respectively at its next meeting following the vacancy.
11.04. MEETINGS:
Meetings of the Board of Directors may be held at any place designated by the President with the approval of the Board of Directors.
11.04.a. REGULAR MEETINGS:
Regular meetings shall be held at least quarterly in each calendar year. Upon determination of time and place of regular meetings, each member of the Board of Directors shall receive notice thereof at least ten (10) but not more than fifty (50) days in advance. Communication by e-mail to the last posted address shall be deemed as complete at the time of sending.
11.04.b. SPECIAL MEETING:
The Board of Directors may be called to a special meeting agreed to by not less than twenty-five (25%) percent of the members. Each member shall be notified personally, or by telephone, or by e-mail, or letter mailed to their last known address at least ten (10) days but not more than fifty (50) days in advance of the date fixed for such a special meeting. Such special meetings shall be held in a city in Massachusetts.
11.05. QUORUM:
The lesser of 5 or a majority of the of the members of the Board of Directors in good standing shall constitute a quorum at either a regular or special meeting.
11.06. ORDER OF BUSINESS:
At the first regular meeting of the Board of Directors as provided elsewhere in this Article, the Board of Directors shall consummate the following business with the regular order of business.
11.06.a.
The President shall submit a report showing the condition of the affairs of the Association and recommendations, for the approval of the Board of Directors.
11.06.b.
Receive and accept reports and recommendations from the Association’s Standing Committees.
11.06.cApprove expenditures, commitments, and contracts of the Association which exceed $1,000 or 25% of the last reported balance of the Treasury which ever is less.
11.06.d.
Appoint Special Committee, Ad Hoc Committees and their respective Chairmen with the approval of the Board of Directors.
11.06.e.
Approve the time and location of the next annual meeting.
11.06.f.
Approve the plans and programs as presented for the ensuing year.
11.06.g.
Perform such other business as may from time to time require action by the Board of Directors.
11.06.h.
The records of the Association’s accounts receivable, accounts payable, inventory and other pertinent financial records shall be examined by an individual to be engaged by the Board of Directors for the purpose of providing an annual audit or review to be presented at a Board meeting before October 1st. The individual engaged must be reasonably qualified by education and or experience to perform the audit requested. The individual may be a member of the Association but must not have had any participation in the receipt or disbursement of funds of the Association.
11.06.i.
When these Bylaws are silent on an action in the conduct of the Association’s business, Robert’s Rules of Order shall prevail.
11.07. COMPENSATION:
Directors shall receive no compensation for their services as Directors, except for expense reimbursements as provided elsewhere herein.
11.08. REMOVAL:
The Board of Directors, for cause, may remove from the membership of the Board of Directors without recourse against the Association, its Officers, Board of Directors or individual membership thereof, any Director by affirmative vote of two-thirds of the Directors present at any regular or special Board Meeting. Failure to attend more than fifty (50%) percent of Director meetings will constitute cause for removal at the discretion of the Board.
11.09. MANNER OF ACTING:
The act of a simple majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by Statute, these Bylaws, or the Articles of Incorporation.
11.10. INDEMNIFICATION:
To the fullest extent permitted by law, the association shall indemnify each present and future director, each officer and each person acting on behalf of or at the request of the corporation, their heirs, executors, and administrators against all liabilities incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their acts or omission on behalf of the corporation, or at its request. Such indemnification shall mean to include, but not be limited to, court costs, attorney’s fees, cost of settlements, or other incidental costs which the corporation, in its sole discretion, shall determine are appropriate. The above and foregoing indemnification provisions shall be at the sole exclusive option of the association as to whether or not a person or entity should be indemnified. However, in the event that any dispute arises for which an indemnity may be claimed and there is a final judgment determining that an individual or entity who seeks indemnification is held not to be liable for any wrongdoing, then the corporation shall indemnify such individual in accordance with the terms and provisions of this indemnification.
ARTICLE XII – STANDING ASSOCIATION COMMITTEES
12.01. STANDING COMMITTEES:
The President with the approval of the Board of Directors shall appoint the Chairpersons and members for the following Standing Committees from the members of the Association, whose duties shall be determined by the mission and purposes of the Association as approved from time to time by the Board of Directors. The Vice Presidents of Membership, Public Relations, and Programs/Education shall serve as Chairmen of their respective committees.
12.01.a. MEMBERSHIP COMMITTEE:
This committee will review and recommend to the Board all administrative policies concerning Membership, and upon approval of the Board of those policies, see that they are fulfilled. This will include classification of membership category for new members if such is called into question, the dues for each category, membership certificate design, certificate preparation and issuance to all members, assuring that all new members receive such certificates on a current basis (within thirty (30) days of their acceptance into membership), assuring that all new members have received and reviewed the Code of Ethics as required by these Bylaws, and such other duties and responsibilities as may be deemed appropriate to their Committee by the President and the Board of Directors. The Vice President of Membership for the Association shall serve as Chairman of the Membership Committee. The Membership Committee will provide copies of Bylaws and detailed Code of Ethics upon receipt of the prospective members application. The prospective member should review carefully and give a considered assent to all provisions thereof as part of being admitted to membership.
12.01.b. PUBLIC RELATIONS AND COMMUNICATIONS:
This committee will be responsible for all Association literature and news releases including the Association’s Internet Site and will seek out opportunities to create positive publicity for the Association, and will promptly and actively counter any negative publicity by issuing appropriate responses to such in all the same media where such negative publicity may have appeared. All members of the Association are urged to bring any and all negative publicity of every kind to the attention of this committee for response. Any officer or other member of the Association desiring to publish any article wherein the Association is named by reference shall first obtain approval from the Public Relations Committee therefor. Vice President of Public Relations for the Association shall serve as Chairman of the Public Relations and Communications Committee.
12.01.c. PROGRAMS & EDUCATION/PROFESSIONAL DEVELOPMENT COMMITTEE:
This committee will administer all types of special certifications or designations to be offered by the Association, along with all matters and administration related thereto, including the dues for such programs, if any, special certificates and awards design, preparation and issuance of such to all members, assuring that such are presented on a timely basis and in compliance with Association policy.
This committee will also recommend and initiate such activities as may promote professional development, which may include sponsoring surveys for industry activities, soliciting professional opinions on regulatory proposals and developing the professional skills of members; providing clearing house services and distributing copies on a current basis to all members of such information as might tend to enhance their professional development; offering periodic seminars to the members and the general public, alone or in co-sponsorship with other reputable leading groups or organizations, whether through teleconferencing or in person at various locations throughout the Association’s various regions; and as otherwise may be deemed
appropriate to this committee by the President and the Board of Directors.
12.02. SPECIAL COMMITTEES:
The President with the approval of the Board of Directors may appoint the members for the following Special Committees from the members of the Association, with the exception of those Chairmen whose appointments are provided for elsewhere in these Bylaws. The duties of these committees shall be to organize and supervise the operation of the Association as directed by the Board of Directors.
12.02.a. BY LAWS/RESOLUTIONS & ETHICS COMMITTEE:
The Secretary shall be Chairman of this committee. This committee shall consist of not less than three (3) members and shall carry out duties as follows, and such other duties coming within the scope of the committee which may be requested from time to time by the President to: (1) Receive and act on or initiate all matters pertaining to the Bylaws such as amendments, interpretations, etc.; (2) Receive and act on or initiate all resolutions to be adopted by the Association Board of Directors. Such proposed resolutions shall be filed with this committee at least thirty (30) days prior to the Board meeting, and this committee shall prepare a written report of such proposed resolutions, together with any other resolutions it may deem for the best interest of the Association and the industry; (3) Maintain and distribute current copies of the Bylaws and Code of Ethics to all current members.
12.02.b. BUDGET/FINANCE COMMITTEE:
The President may appoint a Budget/Finance Committee from the members, whose duty shall be to plan the budget for the forthcoming year for Board approval. This committee shall have the responsibility of supervising the financial affairs of the Association. The Treasurer shall be Chairman of this committee.
12.02.c. AUDIT COMMITTEE:
The Executive Vice President shall be Chairman of this committee which will be responsible for verifying the financial affairs of the Association.
12.02.d. NOMINATING COMMITTEE:
The last person serving as past President who is not currently serving as President (in progression until one is able to serve) shall serve as Chairman of the Nominating Committee. It shall be the duty of this committee to select candidates from the membership of the Board of Directors for the office of President, Executive Vice President, Vice President of Membership, Vice President of Public Relations, Vice President of Programs/Education, Secretary, and Treasurer; and report in writing such list of candidates to the Board of Directors not later than 60 days prior to election. In addition the Nominating committee will recommend at least 2 candidates as Directors and as many more as the Board of Directors shall specify to fill vacancies that already have or are expected occur from time to time.
12.02.e. GRIEVANCE/ARBITRATION COMMITTEE:
This Committee shall consist of not less than three (3) members appointed by the President subject to confirmation by the Association Board of Directors.
(a) This Committee will hear appeals from members that have been charged with violation of the Code of Ethics or Bylaws of the Association.
(b) The decision of this committee will be final and binding.
(c) Failure to comply with all grievance proceedings adopted by the Association may be grounds for revocation of membership.
12.02 f. GOVERNMENT RELATIONS COMMITTEE:
The President may appoint a Government Relations Committee, which committee shall monitor and supervise all matters of the Association upon legislation, state or federal, as necessary. All such matters shall be referred to such committee for proper preparation and recommended action for the approval of the Board of Directors.
12.03. AD HOC COMMITTEES:
The Association President may appoint such AD HOC Committees with the approval of the Board of Directors as may be deemed necessary to accomplish the missions, purposes, and objectives of the Association. Such committee(s) shall be disbanded upon completion of its objective(s).
12.04. EX-OFFICIO MEMBER:
The Association President shall be an ex-officio member of all committees.
12.05. SCOPE OF AUTHORITY:
The designation of committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of responsibility imposed upon it by law.
ARTICLE XIII – ASSOCIATION OFFICERS, THEIR ELECTION AND DUTIES
13.01. ELECTIVE YEAR:
The elective year of the Association shall begin on the first day January each year.
13.02. OFFICERS AND THEIR ELECTION:
The officers of the Association shall be a President, an Executive Vice President, a Vice President of Membership, a Vice President of Public Relations, a Vice President of Programs/Education, a Treasurer and a Secretary. All elections shall be by majority ballot of all of the Association Directors and Officers as of November 1st of each year.
13.03. TERM OF OFFICE:
Each officer shall hold office for one year starting the first day of the January, or until a successor shall have been duly elected and shall have qualified or until the Officer’s death or resignation or removal in the manner hereafter provided. Election of an officer shall not of itself create contract rights.
13.04. REMOVAL:
Any Officer elected by the Directors may be removed by the affirmative vote of three quarters of the total members of the Board of Directors whenever its judgment is that the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Failure to attend fifty (50%) percent of more of Board meetings may be cause for such removal, at the option of the Board of Directors.
13.05. THE PRESIDENT:
It shall be the duty of the Association President to:
(a) Preside at all meetings of the Board of Directors, at the annual membership meeting/convention and act as Chairman of the Board of Directors.
(b) Direct all operating activities of the Association in accordance with policies established by the Board of Directors to achieve the objectives for which the Association was organized.
(c) Analyze and appraise regularly the effectiveness of all operations to see that the Association’s policies are observed and to take corrective action as needed.
(d) Delegate adequate authority to enable subordinates to carry out their responsibilities and authorities; see that their responsibilities and authorities are defined in writing and clearly understood.
(e) See that the Bylaws of the Association are observed.
(f) Keep the Board of Directors adequately informed of all matters of significance.
(g) Seek constantly for improvement in the Association and service to its members.
(h) Develop coordination, cooperation and understanding among all persons holding office in the Association, including Directors and Committee persons.
(i) Through the direction of the efforts of fellow officeholders and person initiative, develop proposals for policies and activities which will encourage new membership and improve services to existing members of the Association.
(j) Approve all commitments to expenditure and contracts up to an amount of $1000.
(k) Appoint all committees as provided by the Bylaws or by vote of the membership.
(l) Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Association or a different mode of execution is expressly prescribed by the Board of Directors or these Bylaws, the President may execute for the Association any contracts, deeds, mortgage bonds, or other instruments which the Board of Directors has authorized to be executed. Such execution may be accomplished either under or without the Seal of The Association, and either individually or with the Secretary.
(m) Make an annual report showing the condition of the affairs of the Association at the annual membership meeting. A copy of the report, including financial statements, will be made available to each member of the Association upon request.
(n) Perform such other duties as from time to time may be assigned by the Board of Directors.
13.06. EXECUTIVE VICE PRESIDENT:
The Executive Vice President assists and advises the President in the formulation and administration of the Association policies. In the absence of the President or in the event of the President’s inability or refusal to perform the duties designated by these Bylaws, the Executive Vice President shall perform the duties of the President and, when so acting, shall have all the powers and be subject to all the restrictions upon the President. It shall be the duty of the Executive Vice President to serve as Chairman of the Annual Convention Committee and the Audit Committee and to perform such other duties as from time to time may be assigned by the President or the Board of Directors.
13.07. VICE PRESIDENT OF MEMBERSHIP:
The Vice President of Membership shall act as Chairman of and direct the Membership Committee and carry out all the duties outlined herein for that committee, and shall also serve on the Board of Directors and perform such other duties as from time to time may be assigned by the President or Board of Directors.
13.08. VICE PRESIDENT OF PUBLIC RELATIONS:
The Vice President of Public Relations shall act as Chairman of and direct the Public Relations Committee and carry out all the duties outlined herein for the committee, and shall also serve on the Board of Directors and perform such other duties as from time to time may be assigned by the President or Board of Directors.
13.09. VICE PRESIDENT OF PROGRAMS/EDUCATION:
The Vice President of Programs/Education shall act as Chairman of and direct the Programs/Education Committee and carry out all the duties outlined herein for that committee, and shall also serve on the Board of Directors and perform such other duties as from time to time may be assigned by the President or Board of Directors.
13.10. TREASURER:
The Treasurer is the Chief Financial Officer of the Association and is responsible for formulating financial policies. It shall be the duty of the Treasurer to be familiar with existing financial policies, investment policies, and the accounting procedures, controls and financial reporting of the Association and to consult the President, Administrator and independent auditors on such matters. The Treasurer shall act in an advisory capacity to the members of the Board of Directors on all of the foregoing matters. It shall be the duty of the Treasurer to:
(a) Establish policies for providing adequate and timely financial statements reflecting the results of the Association’s activities for submission quarterly to the Board of Directors and annually to the membership.
(b) Advise the Board of Directors of causes for significant variances from budgeting revenues and expenses on a quarterly basis; such information shall be obtained from the parties concerned.
(c) Develop a plan for investing the Association’s surplus funds and periodically determine that the plan is in effective operation. Such plan shall be approved by the Budget/Finance Committee before it is implemented.
(d) Determine that adequate safeguards over the Association’s assets exist in the system of internal accounting controls.
(e) Be Chairman of the Budget/Finance Committee; supervise the preparation of the annual financial forecast and budget, present them to the President for subsequent presentation to the Board of Directors for their approval or modification.
(f) Determine adequacy of current and long range financial policies regarding dues and other revenue sources and make recommendations to the President for changes deemed necessary.
(g) Provide for adequate documentation of financial and accounting policies and ensure that they are understood by administrative employees of the Association.
(h) Supervise the collection and deposits of all moneys in a bank to be designated by the Board of Directors, all subject to full control and order of the Board of Directors of the Association.
(i) Supervise the keeping of an approved set of records of all receipts and all expenditures for the purpose of providing such financial accounting as is required by the President or Board of Directors at least once each year at an annual meeting thereof, or at any such time as may be fixed by Bylaws or designated by the President of the Board of Directors.
(j) File any necessary income tax reports as may be required by law for a nonprofit corporation.
(k) Expend the funds of the Association as approved in the budget or as directed by the President or Board of Directors and retain all receipts for any all expenditures so directed. No expense not provided for in the budget shall be incurred without prior approval of the President or Board of Directors.
(l) Cause the signatures of the President and Treasurer to be registered at the depository as authorized to sign Association checks, and one of such signatures to be sufficient to cause any check to become legal. Unless unavailable, the Treasurer’s signature shall be affixed to all checks.
(m) Cause all surplus funds to be invested in a separate interest bearing account, which account shall always require two officer signatures, those being the President and the Treasurer unless otherwise directed by the Board of Directors.
(n) Arrange financial records to conform with the fiscal year of the Association.
(o) Perform such other duties as from time to time may be assigned by the President or the Board of Directors.
(p) Inform the Vice President of Membership of members who are past due on their annual dues for remedial action.
13.11. SECRETARY:
It shall be the duty of the Secretary to:
(a) Upon instruction of the President, prepare the agenda for meetings of the general membership. The agenda shall conform to the “Order of Business” set forth in the Bylaws.
(b) Serve as the collector of material to be included in the agenda; this material may be submitted by any member of the Board of Directors.
(c) Submit the agenda to the President for approval and then forward it with the notice of meeting to those qualified to attend the meeting.
(d) Determine whether there is a quorum and record and keep, or cause to be recorded and kept, the minutes of all meetings held by the Association and file, or cause to be filed with the Board of Directors within forty-five (45) days after any such meeting a complete abstract of any such meeting and its proceedings therein.
(e) Maintain, or cause to be maintained, a calendar record of dates on which various committees are required to take action.
(f) Retain for safekeeping the Great Seal of the Association and papers of incorporation and documents thereof, public liability and other insurance policies, and any and all such other documents and vital records as may affect the Association. Said articles shall be kept in a recognized bank’s safety deposit vault under the name of NEBBA Brokers, or any other approved d/b/a; or in a fireproof container in the Association office. Entry and access to such articles shall be gained by the Secretary and the President.
(g) Advise all Candidates, Officers and Directors of their election or appointment in writing.
(h) Keep the Secretary of Commonwealth of Massachusetts and the governmental agencies informed of the Association’s Registered Agent and Registered Address.
(i) Serve as Chairman of the Bylaw Committee.
(j) Keep a file of all registered forms authorized by the Association as signed by the members.
(k) Perform such other duties as from time to time may be assigned by the President or the Board of Directors.
13.12. REIMBURSEMENT:
Any Officer of Committee shall be entitled to claim any just out-of-pocket cash disbursements for postage, photocopying, travel and other disbursements necessary in carrying out the duties of their office. In the event of any special assignment requiring any expenditure in excess of one hundred dollars (100) they shall first seek the approval of the President. Attendance at Board of Director meetings shall be considered as approved by the Board of Directors and necessary expenses related thereto shall be entitled to reimbursement. Nothing contained here shall apply to the aforementioned expenses where a budget has been set and approved.
13.13. COMPENSATION:
Except as above provided, no Officer, member of the Board of Directors, or Committee Person shall receive any compensation other than expenses reimbursement as provided herein.
ARTICLE XIV – AMENDMENTS
14.01. AMENDMENTS TO THESE BYLAWS:
A proposed amendment to the Bylaws may be submitted to the Bylaws Committee by joint action of any ten (10) or more members in good standing for their review, preparation and recommendations prior to presentation to membership. All such proposals and presentations shall outline the names and addresses of the proponents to the Bylaws Committee. The Bylaws Committee may also propose Bylaws changes.
14.02. BALLOT:
These Bylaws and any amendments or alterations thereof may be altered, amended, or repealed by a two-thirds majority vote of the Association Board of Directors either by mail, or at a meeting of the Association Board of Directors.
14.03. REJECTION BY MEMBERSHIP:
The Bylaws Committee shall notify the membership on any repeal, amendment or alteration within thirty (30) days of enactment. Any ten (10) members in good standing may petition the Bylaws Committee to reject, any amendment, or alteration made to these Bylaws by the Association Board of Directors. Upon receipt of the petition, the Bylaws Committee will send a mail ballot to all members in good standing to reject or accept the proposed Bylaws Changes. Two-thirds of the membership may reject the repeal, amendment or alteration. All ballots must be received within thirty (30) days from the date of mailing by the Bylaws Committee.
14.04. NO WAIVER:
The provisions of this Article XIX providing for amendments, alteration or repeal of these Bylaws may not be waived in any manner whatsoever by the Directors or members assembled at any annual meeting.
ARTICLE XV – PROXIES
15.01. PROXIES PERMITTED:
Proxies are specifically permitted or authorized in meeting of the General Memberships; however, said proxies shall be in writing and not last for longer than thirty (30) days.
ARTICLE XVI – DISSOLUTION
16.01. DISSOLUTION PROCEDURE:
Upon Dissolution of the Association the net assets, after payment of existing liabilities and expenses of liquidation, shall be given to a qualified nonprofit organization to be determined by the Board of Directors.
ARTICLE XVII – GENDER AND NUMBER
17.01. GENDER AND NUMBER SUBSTITUTION:
In the Bylaws, where the context admits, words in the masculine gender include the feminine and neuter gender, words in the singular include the plural and the plural includes the singular.
