BY LAWS: LSBA - Lake Superior Business Association
ARTICLE 1 – ORGANIZATION

Lake Superior Business Association is member owned. All decisions regarding
the activities of LSBA will be decided by the Board of Directors.

ARTICLE 2 – MISSION STATEMENT

To promote, enhance and prosper the business practices of our membership to the best of our ability.

To provide unrivaled integrity, by carrying out our work to the highest standards, and by contributing to the public good and to the quality of life in the community.

ARTICLE 3 – PURPOSE

3.1 – PRIMARY
Provide exposure and referrals to our membership.

3.2 – SECONDARY
Provide the community with a “one stop shop” for all of their business needs.

ARTICLE 4 - MEMBERSHIP

4.1 – QUALIFICATIONS
Membership in the LSBA is open to any person who accepts the mission statement, agrees to pay membership dues, agrees to LSBA bylaws, and is approved by the membership committee.

4.2 – EXCLUSIVITY
LSBA limits one member from any given business category. If an interested prospect does business that overlaps with another active member, the active member has the exclusive right of refusal, and the prospect may not be eligible for consideration by the membership committee.

4.3 – RESIGNATION
Any member who wishes to resign from LSBA may do so by providing the membership the request in writing or by not renewing membership dues. Membership dues are non-refundable.

4.4 – ATTENDANCE
Active members are required to attend at least 1 business to business networking luncheon a month.  There is also the opportunity to attend 1 social event every month and a business meeting luncheon.

4.5 – SUSPENSION & EXPULSION
A member may be suspended or expelled from LSBA, for cause, by the majority vote of a quorum of members present at a regular meeting. Should a member fail to pay membership dues in a timely manner, or fails to meet the minimum attendance requirement, the member may be suspended by vote of the current LSBA membership. The business category they occupy will be considered open until a vote by a membership quorum. If a membership is terminated, there will be no refund of dues paid unless agreed upon by the LSBA membership via vote.

4.6 – FEES & DUES

4.6.1 AMOUNT
$150/Year (paid in full by January 1st for existing members and in January for for new members).  Prorated members by the months left in the calendar year are available to new members only (after the month of March). All dues are non-refundable.

4.6.2 PERIOD
The membership year is January 1st to December 31st. Renewal dues for the following year shall be paid on or before the 1st requested membership meeting of the current year.

4.6.3 DELINQUENCY
If a member’s dues are not paid on or before the 1st requested membership meeting of the current year, the member will be removed from active status thus allowing the LSBA membership to fill the vacancy.

4.6.4 REINSTATEMENT
A delinquent member will be reinstated, for the balance of the then current year, upon payment of annual dues, so long as the member’s exclusive business category is still available.

ARTICLE 5 – GENERAL MEMBERSHIP MEETINGS

5.1 – MEMBERSHIP LUNCHEONS
Generally the first Wednesday of every month, the LSBA will hold a membership only luncheon meeting beginning at 12:00, noon, at a place designated by the Board of Directors. The membership will be notified if any changes are made.


5.2 – BUSINESS SOCIALS
One weekday of every month, the LSBA will host a “business social”. The time, place and an agenda to be set by the board of Directors.

5.3 – NOTICE OF MEETINGS
The membership committee will give prior notice of meetings to all active members via E-mail and/or phone call.

5.4 – QUORUM
Seven active members, including Officers and Directors, must be present in order for any resolution to be voted on. All votes must be made in person. If there shall be a tie, the President will hold the tie-breaking vote.

5.5 – SECRET BALLOT
Any member may request a secret ballot for any vote taken. Unless a secret ballot is used, all votes will be taken by group voice vote. If the vote is not unanimously approved, there will be a show of hands and the General Secretary will record the exact vote. If there shall be a tie, the President will hold the tie-breaking vote.

5.6 – ORDER OF BUSINESS FOR MEMBERSHIP LUNCHEONS

1) Call to order
2) Acknowledgement of those present, (sign in sheet)
3) Reading of minutes (optional)
4) Treasurer’s report (optional)
5) Introduction of guests and/or new members
6) Reports of Officers and Committee Chairpersons
7) Unfinished Business
8) New Business
9) End of month agenda
10) Adjournment

ARTICLE 6 – OFFICERS

6.1 – NUMBER
The officers of LSBA shall be a President, a Vice President, a Treasurer, a General Secretary and a Membership Secretary.

6.2 – ELECTION AND TERM OF OFFICE
The members at the December member luncheon shall elect the officers of LSBA, the first such vote for re-elections will be in December 2007.

6.2.1 NOMINATION ACCEPTANCE
The nominee must be present to accept a nomination or indicate acceptance, in writing, to the General Secretary prior to nomination.

6.2.2 TERM
Each officer shall serve for twenty-four (24) months, beginning January 1 following election. Should an election be postponed for any reason, newly elected officers will take office as soon as possible after election and serve until the regular anniversary date for the office.

Each officer shall hold office until a successor shall have been duly elected and qualified, or until death or resignation, unless removed from office in the manner hereinafter provided.

6.2.3 VACANCY IN OFFICE
Should a vacancy occur in any office, a special election shall be called to fill the vacancy, except the office of the President, which shall automatically be filled by the Vice President.

6.3 – REMOVAL
Any officer or agent, elected or appointed, may be removed by the Board of Directors whenever, in its judgment, the best interests of LSBA would be served thereby. One such condition would be an officer failing to meet basic membership requirements.

6.4 – PRESIDENT
The President shall be the principal executive officer of LSBA and shall, in general supervise and control all of the business and affairs of LSBA. The President may sign, with the General Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates of membership, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these bylaws, to some other officer or agent of LSBA. The President shall perform all duties incident to the office of President and any other such duties as may be prescribed by the Board of Directors from time to time. The President shall conduct and oversee all meetings. The President does not hold voting privileges unless there is a deadlocked vote on the table. Only then, may the President use his or her voting power.

6.5 – VICE PRESIDENT
In the absence of the President or in the event of the President’s 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 restriction upon the President. The Vice President shall perform such other duties as from time to time may be assigned to by the President or by the Board of Directors.

6.6 – TREASURER

The Treasurer shall:
a) Have charge and custody of and be responsible for all funds and securities of LSBA.
b) Receive and give receipts for moneys due and payable to LSBA from any source whatsoever, and deposit such monies in the name of LSBA in such depository as selected by the Board of Directors.
c) Present monthly summaries of LSBA finances.
d) Provide detailed supporting information of all transactions, in a timely manner, when requested.
e) In general, perform all the duties incident to the office of the Treasurer and the Board of Directors may assign by the President or such other duties as from time to time.


6.7 – GENERAL SECRETARY

The General Secretary shall:
a) Keep the minutes of the meetings.
b) See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
c) Be custodian of LSBA records.
d) In general, perform all the duties incident to the office of General Secretary and such duties as from time to time may be assigned by the President or by the Board of Directors.

6.8 – MEMBERSHIP SECERTARY

The Membership Secretary shall:
a) Collect dues from members, update membership records and forward dues to the Treasurer.
b) Keep records of attendance at all meetings of the Board of Directors and general membership.
c) Maintain original copies of all membership applications and provide copies to the General Secretary.
d) Keep a register of the post office address of each member, which shall be furnished by such member.
e) Sign, with the President, or Vice President, certificates for membership in LSBA the issue of which shall have been authorized by resolution of the membership committee.
f) Maintain a list of active members based on currency of dues payment.
g) Call roll of the members on issues requiring a quorum.
h) Follow up with possible new member candidates.
i) In general, perform all the duties as from time to time may be assigned to him by the President or by the Board of Directors.

6.9 – COMPENSATION
No officer shall receive any salary or other compensation for services rendered as an Officer.

ARTICLE 7 – BOARD MEMBERS

7.1 – GENERAL POWERS
Its Board of Directors, who shall be members of LSBA, shall manage the day-to-day business and affairs of LSBA.

7.2 – NUMBER, ELECTION AND TERM

7.2.1 NUMBER
The Board of Directors shall consist of seven (7) members, elected by the membership. The Officers of LSBA shall participate as members of the Board of Directors.

7.2.2 ELECTION AND TERM
The nominee must be present to accept a nomination or indicate acceptance, in writing, to the General Secretary prior to the nomination. Each Board Member shall serve for twenty-four (24) months beginning January 1 following election.

7.3 – REMOVAL
Any Board Member may be removed by the Board for Directors whenever, in its judgment, the best interests of LSBA would be served thereby.

7.4 – COMPENSATION
No Board Member shall receive any salary or other compensation for services rendered as a Board Member.

ARTICLE 8 – COMMITTEES

8.1 – FORMATION
The Board of Directors, who shall designate the Chairperson of each committee, shall appoint regular and temporary committees.

8.2 – REGULAR COMMITTEES
The Board of Directors shall appoint a Chairperson for each of the following committees. The Chairperson may be any member, Board Member or Officer. The Chairperson shall choose a committee consisting of an uneven number of members.

a) The Membership Committee shall focus on recruitment of new members and vote on acceptance of new members.

b) The Public Relations Committee shall coordinate with the community and media to promote LSBA activities.

c) The Program Committee shall coordinate and outline meeting agendas and secure meeting space, menus, speakers etc.

d) The Newsletter Committee shall publish and mail a quarterly newsletter to all members.

e) The Internet Committee shall coordinate LSBA activities involving the Internet & website.

8.3 – EXPENSES
The expenses of the committees shall be underwritten by LSBA, controlled by budgetary allocation and supervised by the Board of Directors.

ARTICLE 9 – MOTIONS
Various Motions may be passed, by majority vote of the members, and become laws of LSBA. Motions, which add to or change policy of LSBA shall be distributed to the membership. Such motions shall not conflict with the bylaws and must be entered in the permanent records of the corporation.

ARTICLE 10 – AMENDMENTS
Amendments to the bylaws of LSBA shall require two successful votes at regular meetings. Any member in good standing may propose changes to the bylaws at any regular or special meeting by presenting the Secretary such proposed change in complete written text. If passed at that meeting by majority vote, the proposed change will be distributed to all members. At the regular meeting following the distribution of the proposed changes, the proposed amendment will be brought up as “Unfinished Business” and a secret ballot will be taken. The amendment will require a two-thirds majority vote to be passed

ARTICLE 11 – RULES OF ORDER
LSBA meeting procedures will be governed by its bylaws. The President, Vice President, and General Secretary shall guide procedure(s) not covered in bylaws.

 

© LSBA - Lake Superior Business Association - 2008