BREVARD SMALL BUSINESS ASSISTANCE COUNCIL (BSBAC) BY-LAWS

 

Article I:  ORGANIZATION AND PURPOSE

 

Section 1.   The name of this organization shall be the Brevard Small Business Assistance Council, Inc. (BSBAC), hereinafter referred to as the “Council”.  Its area of operation is Brevard County, Florida.

 

Section 2.   The purpose of the Council is to assist in the development, operation, clarification, implementation, and improvement of small business programs.  The objectives are:

 

a.  Promote compliance with federal, state, and local ordinances.

b.  Promote the exchange of ideas, methods, experiences, and general information among  

     governmental agencies and contractor personnel involved in small business utilization

     programs.

c.  Develop and improve communication between purchasing activities and the small

     business community.

d.  Publicize the activities of member organizations for dissemination to the small business   

     community and the general public.

e.  Identify and publicize changes to statutes, regulations, and those actions which should  

     be taken to enhance the activities of this Council and the small business programs of  

     corporate members.

 

Section 3.   The fiscal year shall commence on October 1st of each calendar year.

 

Article II:  MEMBERSHIP

 

            Section 1.   Members:  Representatives of federal, state, county, city, academic, legal, financial, military, or large private sector organizations interested in promoting small business activities are eligible for membership.  Applications for membership shall be considered and voted on by the members.  All members shall receive notices of meetings, minutes of meetings, and copies of any publications or reports which may be distributed.  Members shall be eligible to hold office, serve on committees, and vote in elections of officers or on amendments to by-laws or any other pertinent matter coming before the Council.

 

            Section 2.   Honorary Members:  Individuals or organizations that have made noteworthy contributions to small business programs may be nominated as Honorary Members by the Council Executive Board.  Honorary Members shall be entitled to receive notices of meetings, minutes of meetings, and copies of any publications or reports which may be distributed.  Honorary Members shall not be entitled to hold office or vote on issues before the Council.

 

            Section 3.   Inactive Members:  Any member who is in good standing and in compliance with the attendance requirements imposed by this Article may notify the Council of their desire to become an inactive member of the Council.  The request must be submitted in writing and shall state the reason for the change in status.  Inactive status shall be valid for a period of six months from the date of the request.  If the member wishes to retain inactive status at end of that six-month period, he/she must submit a request to the Council stating the necessity for an extension of the status.  The Council shall then vote on the request for extension.  Inactive members shall be entitled to receive notices of meetings, minutes of meetings, and copies of any publications or reports which may be distributed.  Inactive members shall not be entitled to hold office or vote on issues before the Council.  Inactive members are exempt from the attendance requirements of this Article, but are encouraged to attend and participate whenever possible.  Inactive members shall continue to be responsible for the payment of membership dues throughout inactive status when required.

 

           

 

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Section 4.   Executive Board Members:  Those members elected or appointed to serve as President, Vice President, Secretary, Treasurer, and immediate Past President.  Current members must request permission from the Executive Board to sponsor the attendance of any potential member at any meeting.                                       

 

            Section 5.   Attendance:  Members are required to attend at least fifty percent (50%) of scheduled  monthly meetings and participate in at least fifty percent (50%) of outreach events held in a calendar year.  Organizational representation is acceptable.  Members not in compliance will be considered to be in inactive status.  Inactive members will not be listed on the BSBAC website.  Requirement for reinstatement is attendance at a meeting expressing intent to participate.

 

Article III:  FEES

 

Section 1.   Membership fees shall be established annually by the members.  Income derived from membership fees shall provide funding for Council operating expenses. 

 

Section 2.   Membership by federal, state and local government agencies shall be exempt from membership fees.

 

Section 3.   Membership fees are due and payable on November 1st.  Evidence of payment of fees shall be by issuance of a current membership certificate.  Fees are delinquent on January 1st of the following calendar year.  Nonpayment of fees will result in the delinquent member being dropped from the membership roster as of March 1st of the following calendar year.  Compilation and printing of the BSBAC brochure will be based on the roster. 

 

Section 4.   Membership fees shall be included with applications for new membership and renewals.  Fees may be prorated for membership received during the calendar year.

 

Article IV:  VOTING

 

Section 1.   The number or percentage of members entitled to vote represented in person or by proxy that constitutes a quorum at a meeting of members shall be one-third (1/3) of the members entitled to vote.  The vote of a majority of votes entitled to be cast by members present or represented by proxy at a meeting at which a quorum is present is necessary for the adoption of any matter voted on by the members, unless a greater proportion is required by law, the Articles of Incorporation, or any provision of these by-laws.

 

Section 2.   A member may vote, either in person or by proxy executed in writing by the member or by his/her duly authorized attorney-in-fact.  No proxy will be recognized as valid after eleven (11) months from the date of its execution unless expressly stated otherwise in the proxy.

 

Article V:  MEETINGS

 

Section 1.   The annual meeting of the members will be held in the month of October at a time, date, and place designated by the Executive Board.

 

Section 2.   In addition to the annual meeting, the members shall conduct meetings monthly, excluding October.

 

Section 3.   Special meetings of the members may be called by any of the following:  (1) the Board of Directors, (2) the President, or (3) members having at least ten percent (10%) of the votes that all members are entitled to cast at such meetings.

 

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Section 4.   Meeting sites and alternate sites can be rotated among members.  The host member shall be notified of assignments at least two (2) months in advance of the scheduled meeting.

 

Section 5.   All meeting notices shall be e-mailed not less than seven (7) days prior to the date of the meeting.

 

Article VI:  EXECUTIVE BOARD

 

Section 1.  Meetings of the Executive Board shall be at the call of the President or a majority of the Board members.

 

Section 2.  The Executive Board shall transact business as may be necessary between regular Council meetings.

 

Section 3.  A majority of the Executive Board shall constitute a quorum.

 

 

Article VII:  OFFICERS AND DUTIES

 

Section 1.   The duly elected officers of this Council shall be the President, Vice President, Secretary, and Treasurer.  These officers, plus the Past President, shall constitute the Executive Board.

 

Section 2.   Term of office shall be for one year.  The term of office shall not exceed two (2) consecutive, one-year terms for the same office.  A vacancy in an office shall be filled by vote of the Executive Board.  The member selected will serve until the end of the unexpired term.

 

Section 3.   Duties of Officers:

 

a.  The President shall:

1.  Convene and preside at all meetings of the Council and of the Executive Board

2.  Appoint all committees and be, ex officio, a member of all committees except the  

     nominating committee

3.  Co-sign all disbursements greater than $500

b.  The Vice President shall:

1.  Assist the President in the performance of duties, and perform the duties of the

     President during an absence or upon request of the President

2.  Be responsible for coordinating all meetings

3.  Co-sign all disbursements greater than $500

c.  The Secretary shall:

1.  Record the minutes of the Council and Executive Board meetings

2.  Transmit copies of the Council meeting minutes and meeting notices to members

     and other individuals listed on the Council official mailing list within two (2)

     weeks of the meeting

3.  Maintain a current file of the Council “Articles of Incorporation and By-laws”

4.  Conduct the correspondence of the Council as directed by the President or

     Executive Board

5.  Compile and maintain an accurate record of the Council membership

6.  Maintain the corporate records

7.  Maintain the corporate seal

8.  Maintain the official membership roster

 

 

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d.  The Treasurer shall:

1.  Collect all monies due to the Council and be custodian of and insure safekeeping of Council funds

2.  Make disbursement only upon authorization of the Council or the Executive

     Board

3.  Maintain a record of receipts and disbursements and prepare a written report for

     each Council meeting with a copy for the President

4.  Submit books and records for audit at the close of the calendar year or upon

     request of the Executive Board; appointment of an auditor shall be by the

     Executive Board

5.  Mail notice of membership fees due on November 1st by September 15th

6.  Mail notice to delinquent members on January 1st

7.  Not make financial transfers over $500 without a co-signature of the President or

     Vice President

 

Article VIII:  COMMITTEES AND DUTIES

 

Section 1.  The Council may appoint committees, each of which shall consist of two (2) or more members.  Such committees shall have and exercise the authority as presented by the membership or the Executive Board.  However, no such committee shall have the authority of the Board of the membership to effect any of the following:

 

a.  Submission to members of any action for which approval of members is required under

     the law, the Articles of Incorporation, or these by-laws

b.  Filling of vacancies on the Board

c.  Adoption, amendment, or repeal of by-laws

d.  Amendment or repeal of any resolution by the Board or the members

e.  Action on matters committed by by-laws or resolution by the Board, the members or

     another committee of the Council

 

Section 2.  The Executive Board, by resolution, duly adopted by a majority of the members in office, may designate one or more committees and delegate such committees specific and prescribed authority of the Board, to exercise in a management of the Council.  The creation of such committees, however, shall not operate to relieve the Executive Board or any Board Member of any responsibility imposed on such personnel otherwise by law.

 

Section 3.  The following standing committees shall operate as part of the corporate management and with the following specific and prescribed authority of the Executive Board to exercise in the management of the Council, provided that the particular members to serve from time to time thereon shall be designated and appointed by the Board in a resolution that may otherwise add to (but not subtract from) the scope of such committees’ authority, if legally permissible.

 

a.  BSBAC Brochure Committee:  Shall be responsible for maintaining currency,

     preparation, printing, and distribution.

b.  BSBAC Website Committee:  Shall be responsible for creation and maintenance of the

     site.

c.  Events Committee:  Shall be appointed by the Executive Board for each outreach event

     as required.

 

 

 

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Article IX:  NOMINATIONS AND ELECTIONS

 

Section 1.  Nominations:  Any member of the Council is eligible for nomination to an open office on the Council’s Executive Board.  Nominations will be accepted verbally or in writing for all elected positions on the Council on an annual basis at the April meeting.  In either manner, the nominations must be acted upon by the Council members present at a regularly-scheduled meeting.

 

Section 2.  Candidacy:  All candidates nominated for a Council office shall have the right to publish their qualifications and distribute them prior to the election.  Prior to election, the Executive Board shall schedule all or part of a general meeting to hear presentations from the candidates.  The Executive Board has the right to waive any portion of the presentation requirements or procedures.

 

Section 3.  Elections:  Election of officers shall be by secret ballot.  Votes may be posted by proxy provided a written letter is received by the Executive Board and acted upon by the members in attendance at a regularly-scheduled meeting where it is brought forth as an action item.  The election shall be held at the July regular monthly meeting.  Winners shall be selected by a simple majority of the quorum of the membership and announced prior to the close of business for said meeting.  Newly-elected officers shall assume their duties at the first scheduled meeting of the new fiscal year which begins on 1 Oct.

 

Article X:  PARLIAMENTARY AUTHORITY

 

Section 1.  Robert’s Rules of Order, newly revised, shall apply to all questions of procedure and parliamentary law not specified in these by-laws.

 

Article XI:  AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BY-LAWS

 

Section 1.  Amendments to the Articles of Incorporation or By-laws may be proposed by any member of the organization in good standing.

 

Section 2.  Proposed amendments to the Articles of Incorporation or By-laws will be submitted in writing to the Executive Board.

 

Section 3.  A quorum of members present shall be required to enact amendments to the by-laws, provided notice of said proposed by-laws is given in the meeting notice.  A majority vote of the members is required to alter, amend, or repeal the by-laws.

 

Section 4.  The power to alter, amend, or repeal the Articles of Incorporation is vested in the members.  A majority vote of the members is required to alter, amend, or repeal the Articles of Incorporation.

 

Article XII:  OPERATIONS

 

Section 1.  The Council shall keep correct and complete books, records of account, and minutes of the proceedings of its members, Executive Board, and committees.  The corporation shall maintain a membership roster including the names, addresses, and other details of membership and the original or a copy of its by-laws including amendments to date certified by the Secretary of the corporation. 

 

Section 2.  All books and records of the Council may be inspected by any member or his/her agent or attorney for any proper purpose at any reasonable time on written demand under oath stating such purpose.

 

Section 3.  The Council shall not have or issue shares of stock.  No dividends shall be paid, and no part of the income of the Council shall be distributed to its members or officers.

 

 

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Section 4.  The Council shall make no loans to any of its members or officers.

 

Section 5.  No member may have any vested right, interest or privilege of, in, or to the Council’s assets, functions, affairs or franchises or any right, privilege or interest that may be transferable or inheritable or that will continue if his/her membership ceases or while he/she is not in good standing.  Upon dissolution, the Council assets remaining after the payment or discharge of all liabilities, the return, transfer of conveyances of assets held on conditions requiring the same, and the transfer or conveyance of assets received and held subject to limitations permitting their use only for charitable, religious, benevolent, educational, or similar purposes shall be distributed to an organization promoting the growth of small business, which organization qualifies as a charitable organization under Section 501c(3) of the Internal Revenue Code.

 

Article XIII:  ADOPTION

 

Section 1.  This document was submitted to the Council and passed by a quorum of the members voting on January 25, 2006.  Adoption of these by-laws is evidenced by the signatures affixed below.

 

 

 

EXECUTIVE BOARD for the COUNCIL:                                    Attest:   Linda Sherod, Secretary   /s/

 

                   

Sandy Pfrimmer, President   /s/                                                                                  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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