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San Diego Referrals Bylaws |
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BY LAWS OF SAN DIEGO REFERRALS INC.
Article I- Purposes
Section 1: The specific purpose of the corporation is to foster
cooperative mutual referrals of business amongst its members.
The corporation
is an organization of business persons dedicated to the ideals of
bettering their respective careers through the interchange of
information, ideas, and social and professional contacts. Each
occupational endeavor is represented by one member and conflicts of
interest are disallowed.
Section 2: A "referral" is defined as a contact between two
members (inside referral) or when one member generates a contact
between another member and a non-member (outside referral), which
could potentially lead to a business transaction.
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Article II- Membership and Classification
Section 1: Membership shall be of the active class only.
(a) The Board of Directors (herein sometimes called "the Board") has
the right to extend a "Leave of Absence" to a member in good standing,
based upon the Board's majority vote, quorum required, after reviewing
the membership category involved and the participation of that member
in total. This may be done for vacation, illness, accident, hardship,
personal items, etc. The "Leave of Absence" can be for up to one
calendar month. It must be reviewed at that time.
Section 2:
(a) The active membership shall consist of men and women of good
character and community standing residing or having/ other community
interest within San Diego County, and each shall have one vote.
(b) The active membership of this corporation shall be composed of
occupations listed on the official membership category list. A member
may control only one of these occupations and must work full time in
that occupation.
(c) Prospective members must attend two consecutive meetings and
submit an application to the Membership Chairperson. A social is
considered a meeting. Prospective members will not attend the third
meeting. There will be no voting by proxy. Three no votes shall be
sufficient to deny an applicant membership, unless there are more than
thirty (30) members in the corporation. If there are more than thirty
(30) members, then the actual number of members shall be computed as
of the Beginning of the quarter in which the vote is taken. Ten
percent (10%) of that number shall be required to vote no to deny the
applicant membership. (Example: the corporation has forty-two members
as of the beginning of the quarter. It will then take ten percent
(10%) of that number, or 4.2 votes. Since you cannot have fractional
votes, the number is rounded up to five (5) votes to deny membership).
Name and telephone number must appear on any no votes. The only
exception to the accepting of the no votes as final is when the Board
of Directors decides, in a quorum vote, that the no votes disallowed
were for an improper purpose such as keeping a prospective member out
for the purpose of saving category coverage for a member who is not
holding that category, or for any type of religious, racial, or sexual
bias.
(d) Speak-off. If two people apply for the same category within a two
week interval, a speak-off will occur the third week. A five minute
presentation by each person will be required at that meeting. Ballots
will be passed and the person receiving the majority of written votes
will become the member.
Inspections and membership checks must be completed prior to the
speak-off.
(e) An alternate may represent the member if that person represents
the same company.
(f) Memberships are nontransferable and cannot be sold.
(g) No individual shall be eligible who holds membership in a similar
club, chapter, or barter group.
(h) Occasionally, a slight overlap of occupations will occur and
conflicts of interest become apparent. In case of a conflict, the
proposed member must write a letter outlining how
he will represent the corporation. The letter must then be approved,
disapproved or countered by the Board of Directors.
(i) Regardless of who pays for membership initiation and/or dues, all
memberships are individual.
(j) If the individual member changes the company or category which he
represents, the Board of Directors shall have the right to approve or
disapprove the new company or category and fix the charges for any
change.
Section 3: Any member may resign from this corporation provided
that all his indebtedness to the corporation has been paid. The
resignation shall be submitted in writing to the Board of Directors
and shall become effective when accepted by the Board. Membership fee
is non refundable.
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Article III- Termination of Membership
Section 1: Members are required to sign and abide by the
following "commitment":
(a) Always have a fellow member satisfy my business or personal needs
whenever possible.
(b) Recruit one new applicant who becomes a member the first year.
(c) If I or my alternate miss two (2) consecutive unexcused meetings,
or if I or my alternate miss four (4) meetings in a calendar quarter,
excused or not, then the membership will be subject to forfeiture.
(d) Report any breach of ethics to the Ethics Chair or Board of
Directors.
(e) Provide a minimum of two referrals per month to any member.
(f) Display corporation brochures at my place of business.
(g) Membership fee is non refundable.
Section 2: Any member being in arrears in the payment of dues
and/or financial obligations, per Article VIII, Section 2, shall stand
suspended and shall be notified forthwith in writing by the Secretary
of the corporation. Such member, upon payment of arrears and upon
making application for reinstatement to the Board. of Directors, may,
by majority vote of the Board of Directors (quorum required) be
reinstated within ten (10) days of the date of aforesaid written
notice from the secretary. In case such member be not so reinstated
within ten (10) days of the date of aforesaid written notice, the
member shall be dropped from the membership and shall be so notified
forthwith in writing by the Secretary.
Section 3: The Board of Directors shall review the individual
active membership based on the following criteria: regular attendance
at meetings, individual membership participation in corporation
activities, and referrals generated by the member.
(a) The Board of Directors will then measure the personal involvement
and attendance at regular meetings of each active member. At the
discretion of the Board of Directors, any active member who, without
excuse, shall fail to regularly attend meetings or actively
participate in the activities of this corporation, shall, at the
direction of a majority vote of the Board of Directors (quorum
required) be terminated and shall be notified in writing in writing by
the corporation.
SD Ref.Laws
Section 4: Code of Ethics. The Board of Directors is
authorized, as herein provided, to suspend from membership for a
period of not more than one (1) year, or expel from membership any
member of this corporation for good cause.
Section 5: "Good Cause," as used in this section, means:
(a) Any conduct that brings the corporation into public disrepute or
violates the purpose for which this corporation is formed;
(b) Any willful failure or refusal to abide by the articles, bylaws,
or rules of this corporation;
(c) Any willful failure or refusal to pay any assessments levied
pursuant to the provisions of these bylaws;
(d) Any willful failure or refusal to abide by the Code of Ethics and
the Commitment Article III, Section 1;
(e) Convictions of any felony or any crime involving moral turpitude;
(f) The filing of any voluntary or involuntary petition in bankruptcy
or making any assignment for the benefit of creditors, or the doing or
performing of any act constituting bankruptcy or insolvency, if such
act or petition or thing is not cleared up and released within thirty
(30) days.
(g) Any conduct that causes any member to come into public dispute;
(h) Any conduct unbecoming of a professional person, or which causes
severe embarrassment, either personally or in the business community,
to any other member, or
(i) Personal or professional misconduct or a breach of the Code of
Ethics of this corporation of such a serious nature as to render his
continued presence as a member of the corporation personally or
professionally obnoxious or detrimental to the other members of the
corporation.
(j) Any willful failure or refusal to pay any just debt which is
validly due and owing by such member.
Section 6: Definitions:
(a) For "suspensions", all voting and other rights of the member
during the term of his suspension are terminated, provided, however,
that such member shall not be relieved of any liability for payment of
dues or assessments falling due or levied during the period of his
suspension.
(b) On "expulsion", the membership of the member in this corporation
is immediately and conclusively terminated, provided however, that
such member shall not be relieved of any liability for payment of dues
and assessments accruing prior to the hearing on the charge against
him as herein provided.
Section 7: "Procedure". The board, after an initial review by
the Ethics Chair, unless the Ethics Chair is the alleged violator, in
which case the Board initially; shall review all violations of the
"Good Cause" provisions of Section 5. Any and all alleged violations
of the "Good Cause" provisions of Section 5, shall be in writing, and
addressed to the Chairman of the Board, unless the Chairman is the
alleged violator, in which case the writing shall be addressed to the
Vice President. The chairman of the Board shall forward a copy of the
writing to the Vice President, immediately upon its receipt.
(a) If the Chairman of the Board is the alleged violator, then the
Vice President, with the other two members of the committee, shall
hear the alleged violation.
(b) The Board shall abide by and be bound by the rules and regulations
of the corporation with reference to the manner of conducting their
investigation.
(c) The result of the committee's investigation of the alleged
violation and the alleged violator shall be submitted to the
President, in writing, not later that ten (lo) days after the
completion of their investigation. If the alleged violator is the
President, then the result shall be submitted, as aforesaid, to the
Vice President.
(d) Upon receipt of the committee's investigation report, the
President, or the Vice President, as the case may be, shall
immediately call a meeting of the Board of Directors. The board
meeting, as called (quorum required) shall be conducted with due
process. The vote of the Board of Directors shall be final and
binding.
Section 8: An expelled member shall not be eligible for.
readmission to membership in the corporation.
Section 9: All rights of the subject member or in the
corporation's property shall cease on his/her expulsion.
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Article IV - Officers
Section 1: The officers of this corporation shall be a
President, Vice President, Secretary, Treasurer, Inspector, Membership
Chair, Social Director, Program Director, Referral Master, Publicity
Director, Ethics Chair and Sergeant-at-Arms, who shall be elected
annually. Officers may hold an office for not more than two full
consecutive terms or until their successors are duly elected or
appointed as provided by these bylaws. However, the Treasurer office
may be filled by the CPA of the group perennially. In the event that
any office becomes vacant for any reason whatsoever, the vacancy shall
be filled forthwith by the Board of Directors.
Section 2: The President shall serve as the executive officer,
preside at all meetings of the membership, be an ex officio member of
all committees, exercise general supervision over corporate affairs;
perform such other duties as are ordinarily incumbent upon a
President, act as Chairman of the Board o£ Directors, and report to
the Board of Directors.
Section 3: The Vice President shall perform such duties that
are ordinarily incumbent upon the Vice President. The Vice President
shall take attendance at each meeting, and promote full attendance at
all meetings. He or she shall along with the Secretary, personally
communicate with members whose attendance is unsatisfactory for the
purpose of improving said member's attendance.
Section 4: The Secretary shall keep and maintain the minutes of
the meeting of the Board of Directors and business meetings, and shall
conduct all correspondence as may be required by the President or
Board or Directors and shall generally perform such duties that are
ordinarily incumbent upon a Secretary.
Section 5: The Treasurer shall keep and maintain records of all
financial actions of the corporation which shall include all records
of membership initiation fees, dues, fines and all monies collected
and disbursed. The Treasurer shall prepare quarterly and annual
statements and generally perform such duties that are ordinarily
incumbent upon a Treasurer.
Section 6: The Inspector shall visit prospective members at
their place of business, or home if the business is carried on in the
home. The Inspector will determine if a membership application has
been filled out, and will go over the application with the prospect.
The Inspector will insure that the application goes to the proper
person(s) and that the membership fee and dues monies get to the
Treasurer.
Section 7: The Membership Chair is to welcome guests, advise
them of the costs and procedures of joining and pass out badges and
caddies to new members. The Membership Chair is also to maintain a
list of membership categories open,, subject to Board review.
Section 8: The Social Director or Chair shall arrange quarterly
members' functions, and shall submit a budget for the party for
approval by the Board of Directors at least thirty (30) days prior to
the social. The Social Director shall arrange for Donations to
drawings and shall arrange for at least five invitations to be given
to each member at least two weeks in advance of the social.
Section 9: The Program Director shall arrange and maintain a
list of show boaters, greeters and speakers on an ongoing basis,
attempting to give each member equal opportunity to speak; using only
members.
Section 10: The Referral Master shall supply referral forms at
all meetings prior to the meeting; will maintain records of all
referrals given and received and keep records of all contests amongst
members.
Section 11: The Publicity Director or Chair shall promote
corporation activities through the media, and shall arrange for the
printing and distribution amongst members of current directories and
newsletters.
Section 12: The Ethics Director or Chair shall be in charge of
hearing and enforcing those sections of the By Laws related to ethics.
.
Section 13: The Sergeant-at-Arms shall maintain order at
meetings, circulate the referral and fine receptacle, and remind
members of fines. He or she shall also distribute, maintain and supply
ballots for voting and monitor times for showboaters and speakers.
Section 14: In addition to the above duties, each officer shall
carry out such other duties as may be assigned from time to time by
the President or the Board of Directors.
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Article V - Directors
Section 1: The corporation shall be governed by the Board of
Directors.
Section 2: There shall be a Board of Directors which shall
consist of the President, the immediate past President, the Vice
President, the Secretary, the Treasurer, Membership chair, Program
Director, Social Director, Inspector, Referral Master, Publicity
Director, Ethics Chair, and Sergeant at Arms, all of whom shall have
the right to vote. The President shall preside over the Board of
Directors and be the Chairman of the Board. In the event of a
directorship becoming vacant for any reason whatsoever, such vacancy
shall be filled by action of the Board of Directors, and such
appointee shall serve for the duration of the term of the individual
being replaced. Each director shall be an active member in good
standing.
Section 3: The Board of Directors shall have control and
management of the corporation's activities, determine all policies,
discipline members, and generally supervise its affairs. However, an
Executive Committee composed of the President, Treasurer and a third
officer appointed by the President may exercise such control and
management by telephone, FAX, or meetings between regular board
meetings, by quorum vote.
Section 4: The Board of Directors shall meet the first week of
each month after the weekly meeting day. A majority of the Board of
Directors shall constitute a quorum for the transaction of business. A
majority vote of those present (quorum required) shall be necessary to
give effect to any action or the Board.
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Article VI - Election Procedure
Section 1: The election of officers and directors shall be held
at a regular meeting prior to March 20th. The annual meeting will be
the first regular meeting in April.
Section 2: Voting shall be by written ballot and shall not be
cumulative. There shall be no voting by proxy or absentee ballot.
Section 3: At a regular meeting of the corporation at least six
(b) weeks prior to the date of the annual meeting, the President shall
appoint a committee to be known as the Nominating Committee. This
committee shall consist of any one (1) member or more, not a member of
the Board of Directors. The President shall designate the chair of
this committee. The duties of this committee shall be to make
nominations, with consent of those nominated, and to prepare a ballot
for the election of such officers and directors.
Section 4: At least five (5) weeks before the annual meeting,
the Nominating Committee shall submit a list of nominees. At least
four (4) weeks before the annual meeting, nominations from the floor
of a regular meeting off the corporation may be made for any office
and when so made together with the list submitted by the Nominating
Committee shall then be the list of nominees submitted to the
corporation for an election of officers and directors. Nominations
from the floor must be in the form of a petition signed by five (5)
members in good standing.
Section 5: On the election day prior to March 20th, the
President shall appoint an Elections Judge. The duties of this person
shall be to distribute, collect, and count the ballots and report the
results to the President who shall announce the same to the
corporation. A majority of all votes cast shall be necessary to
determine the choice of any officer to be elected. In the event that
any ballot does not show a majority for any nominee for any particular
office, the President shall immediately designate a time and place for
further balloting for such office. Prior to the second ballot the
nominee having the lowest vote on the first ballot shall be dropped;
and in each ballot the same procedure shall be followed until one (1)
nominee shall have received a majority of all votes cast.
Section 6: In the case of a vacancy in the office of President,
the Vice President shall succeed to the office. In the case of a
vacancy in the office of the Vice President, Treasurer, Secretary, or
other Board members, the vacancy shall be filled by the Board of
Directors.
Section 7: in the event, after election and prior to
installation, of disability; resignation or inability to act of an
officer-designate or director, the vacancy shall be filled by the
Board of Directors.
Section 8: only members in good standing shall be eligible to
hold office and vote.
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Article VII - Meetings
Section 1: This corporation shall hold a weekly breakfast
meeting starting at 7:16 A.M. on such day and place as shall be
determined by the Board of Directors. The meeting shall feature
corporation members only as Speaker, Greeter and Showboater. Problems
or complaints will not generally be aired at the regular meeting, but
will be referred to the Board of Directors. The corporation may hold
such other meetings as the Board of Directors may desire. All regular
meetings except for special events, shall be held within the
territorial limits of the corporation. The regular weekly breakfast
meetings shall end at 8:31 A.M., except on special occasions as
approved by the Board of Directors. If the corporation has over twenty
(20) members, each meeting will have three (3) showboaters, two (2)
greeters, and one (1) speaker.
Section 2: Badges shall be worn at all weekly morning meetings.
Section 3: The annual meeting of this corporation shall be the
first regular weekly meeting in April. Newly elected officers will be
installed at this time. The membership of this corporation shall be
given at least two (2) weeks' notice of the date and place of the
annual meeting.
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Article VIII - Revenue
Section 1: Each new member shall pay a membership fee, set by
the Board of Directors. The payment of said fee to be prerequisite to
admission to membership, payable prior to becoming a member. The
membership fee and prorated quarterly dues are non refundable unless
the applicant is refused membership.
Section 2: A member shall be regarded in good standing if he or
she is not more than thirty (30) days in arrears in payment of any
indebtedness. Exceptions Article X Fines, points 1 through 8.
Section 3: The fiscal year of this corporation shall be from
April 1st of each year until March 31st next following.
Section 4: Quarterly meal dues shall be set by the Board of
Directors.
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Article IX - Committees
Section 1: The Board of Directors shall determine the number
and
purpose of all special and standing committees necessary to the
achievement of the objectives and purposes of this chapter.
Section 2: The President shall, immediately following the
election, appoint chair persons and members of all standing
committees, and shall announce such appointments not later than May
1st following the election, except for replacements of standing
committee members, and special committees, which may be appointed at
any time.
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Article X - Fines and Rewards
Section 1: Fines:
Fines, points 1 through 8 are assessed in the morning meeting and must
be paid within 24 hours after the meeting. Nonpayment will result in
immediate loss of membership. IOU's are unacceptable.
1. No Membership Badge $1.00 minimum
2. No Guest .25 minimum
3. No Tip 1.00 minimum
4. Late to meeting 1.00 minimum
5. Meeting starts after 7:10 a.m. 5.00 minimum
6. No Show Speaker 5.00 minimum
7. Meeting ends after 8:31 a.m. 5.00 minimum
8. Showboater & Greeter arrive past 7:00 a.m. 1.00 minimum
9. Unexcused Absences 5.00 minimum
10. No Guest Fiver-Day 5.00 minimum
11. No Show Party 10.00 minimum
12. Delinquent Breakfast Dues 10.00 minimum Fines may be increased by
the Board of Directors but may not be reduced.
The reward for personally passing four or more qualified tips at a
meeting is $1.00. The reward of tipping the speaker during the
following week is $1.00.
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Article XI - Indemnification
Indemnification of officers, directors and agents by the corporation
shall be pursuant to Section 317 of the California Corporations Code,
or its successor statute„ which shall permit the purchasing errors and
omissions insurance if desired.
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Article XII - Amendments
Section 1:
Any amendment of these bylaws may be adopted by a three-fourths (3/4)
vote of the directors present at any Board of Directors meeting, a
quorum being present.
As amended by Board of Directors July 2, 1998. (Originally adopted by
Board of Directors June 6, 1996.
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