SPA Bylaws
SPA Bylaws
SHASTA PROFESSIONAL ASSOCIATION
ARTICLE I NAME, LOCATION AND GENERAL DATA
Sec 1 NAME
The name of this organization shall be the SHASTA PROFESSIONAL ASSOCIATION. Hereinafter referred to as SPA.
Sec 2 ADDRESSES
The address of SPA shall be P.O. Box 493337, Redding, Ca 96049. A website for SPA shall be maintained at WWW.Shastaprofessional.com to serve all regular members in good standing. (Amended 12-18-07)
Sec 3 TIME AND LOCATION
The regular meeting time and location shall be weekly on Tuesday at 11:30 AM until 12:30pm at Upper Crust Pizza. Regular meeting times and location may be changed with the majority vote of all regular members in good standing. (Amended 04-05-16)
Sec 4 LEGAL FORUM
The legal forum of SPA shall that of a non-profit mutual benefit corporation formed under the laws of the State of California.
Sec 5 FISCAL YEAR
The Fiscal Year shall be from July 1st through June 30th.
Sec 6 LOGO
The Logo, attractive and representative of SPA shall be maintained and appear on all SPA forms and correspondence.
Sec 7 DISBANDMENT
SPA shall exist until such time as two-thirds of its members present, at a meeting called for that purpose, vote to disband. All members in good standing shall be notified of said meeting in writing at least one week prior to the meeting. If disbandment is approved by vote, all SPA property shall be disbursed on a pro-rata basis among all active members in good standing.
Sec 8 SOCIAL EVENTS
Social events are encouraged and may be held from time to time as occasions arise. Social events may be conducted by a designated committee or simply by the concurrence of the membership with a proposal by a single member. Social events may be funded by SPA if sufficient funds exist in the general fund to pay for such events and the expenditure is approved by the majority vote of regular members during a regular meeting vote. (Amended 12-18-07)
ARTICLE II OBJECTIVE AND PURPOSE
Sec 1 To provide a means of exchanging information on current business trends and conditions.
Sec 2 To promote the referral of business leads among members.
Sec 3 To encourage mutual patronage and promotion of other members’ businesses.
Sec 4 To provide a means of meeting, interfacing with and expanding members’ scopes of influence with other local business leaders.
Sec 5 To provide a forum in which its members may hear from topical speakers from a cross section of business and government leaders.
ARTICLE III MEMBERSHIP - GENERAL STRUCTURE
Sec 1 QUALIFICATION
General qualification for regular membership to SPA shall be; any person of good character and reputation who is the owner or a key decision maker of a local area business in operation for at least one year. Ideally, each member should be the top most representative of their business as a whole to SPA. (Amended 12-18-07)
Sec 2 CLASSIFICATIONS
Classifications of business and professions shall be designated by The Board. No member shall represent more than one category. Changes in or the interpretation of categories are subject to Board approval. In addition, The Board shall have the option to establish sub-groupings with the organization including, but not limited to the following:
Construction, Insurance and Finance, Sales and Communications,
Transportation, Food Services and Manufacturing, Retail,
Medical, Resorts, Recreation and Government.
Sec 3 MEMBERSHIP CLASSES
A Regular Member
An individual that attends at least 3/4ths of regular meetings for the business he/she is representing. The member will have all voting and participation rights. When the member leaves his/her employ or SPA, the category will be open and he/she would have to reapply for membership to rejoin SPA again.
B Alternate members
Alternate members may attend regular meetings as a substitute fro a regular member on a temporary basis. An alternate member shall have the same rights and responsibilities as a regular member except that he/she may not hold Office or position on The Board and may not vote in any SPA election. The regular may be held responsible for the actions and conduct of the alternate member.
Sec 4 LEAVE OF ABSENCE
A leave of absence may be granted to a regular member at the discretion of The Board. A leave of absence should state an estimated time frame for the return to SPA. A leave of absence is limited to 60 days. At the end of that time if additional time is needed, the Board shall make the decision whether or not to grant additional time. (Amended 04-05-16)
Sec 5 RESIGNATION
The resignation of a regular member may open up that member’s category for new membership. A resigning member that is leaving his/her employ may offer a replacement regular member from that business to take the place of the resigning member. The new member shall then be responsible for all requirements of a regular member. A member that has once resigned can rejoin SPA by reapplying as a new member at any time so long as that category is not occupied. (Amended 12-18-07)
Sec 6 GOALS AND LIMITS
The Board of Directors may periodically review the number of members it feels ideal and may act to limit the number of members by majority vote. The overall goal shall be to create a harmonious group functioning in the manner specified in Article II.
ARTICLE IV MEMBERSHIP RESPONSIBILITIES
Sec 1 ATTENDANCE
Attendance is critical to the vitality of SPA. Members are expected to attend at least 3/4ths of all regular meetings. If, without legal notification to either the President or Secretary, a member misses three meetings in a quarter, their membership will be subject to revocation, or, if a member misses four consecutive meetings, their membership is automatically terminated.
Sec 2 DUES AND FEES
A SPA dues are assessed at $75.00 per quarter. A fee may also be assessed quarterly to pay any room service fees charged to SPA by our meeting facility. The amount of these “Room Fees” shall be set by the board at an amount needed to cover the amount charged to SPA. This fee may be altered from time to time to allow for increases and decreases in the amount necessary to pay room fees charged to SPA. Proper notice shall be given to all members regarding any changes in these “Room Fees”. Any changes to SPA “Dues” and/or any new “Fees” that may become necessary to be assessed shall only be enacted upon a vote and approval by 2/3rds of the regular membership. (Amended 12-18-07)
B Dues and Fees shall be assessed by the Executive Secretary each quarter. Dues and Fees are due in full within 30 days of statement date. Delinquency may result in termination of membership. The Executive Secretary shall report any and all delinquencies to The Board and The Board shall determine the appropriate course of action to take with regard to collecting and to membership status of any member delinquent in paying their dues and fees. (Amended 12-18-07)
Sec 3 PARTICIPATION
Members are expected to participate in the meeting discussions and should prepare to share in reporting leads, needs and general information at each meeting. This exchange of information is the foundation that our group is built on. (Amended 12-18-07)
Sec 4 LEADS
Members are not required to refer leads to all other members, but are encouraged to do so. All leads must be promptly followed up on by the receiving members and acknowledged to the referring member.
Sec 5 COMPETING GROUPS
No attending member shall be a member of any competing group and all information obtained through SPA must be kept confidential. The Board of Directors shall be the final authority on what constitutes a “competing” group or similar trade organization.
Sec 6 EXPULSION
Members may be subject to expulsion for violation of any of the above sections. In addition, any member whose conduct or whose reputation becomes questionable, may be subject to expulsion. Written grievances in this area must be handled within 30 days by The Board when received by any member about another member. The member in question shall have the right to a Board hearing before any expulsion action may be taken.
ARTICLE V MEMBERSHIP PROCEDURES
Sec 1 SPONSORSHIP
A Any member in good standing may sponsor a potential new member by submitting his/her membership application to the general membership during a regular meeting. There shall be enough copies of an application for all members to review. (See Appendix “Membership Information” sheet) If there is a membership committee with the 2nd Vice President as Chair then submission shall be to committee. The sponsoring member shall announce their intentions to sponsor a member to the group and ask for all to review the application for any possible conflicts or objections. Immediately following submission of an application and for the time until the next regularly scheduled meeting all members shall review it and determine if he/she has any objections or conflicts. (Amended 12-18-07)
B If a conflict appears to exist then the member who feels there is conflict shall discuss the conflict with the sponsoring member. The sponsoring member will then have the option of withdrawing the potential members’ name, or submitting the matter to The Board of Directors for a decision.
C If no apparent conflict exists between the potential member and the existing SPA membership then the sponsor will invite the potential member to the next three (3) SPA meetings. After the third consecutive meeting, the member will be invited to join SPA as a regular member.
D After attending one meeting, the potential member will be asked to briefly tell SPA about their business and their background. At this time members will have the opportunity to ask the potential member about their business and/or interest in SPA.
E Upon joining as a regular member it is a requisite that the new member shall give a “Craft Talk” to SPA at the first available date within six months of becoming a new member. It will be the responsibility of the sponsor to help the new member put together the “Craft Talk” for presentation.
Sec 2 RESPONSIBILITY OF SPONSORING MEMBER
A After the potential member attends one meeting, ensure that they have a copy of the By-laws and explain the purpose and goals of SPA.
B Ensure that the potential member is informed as to dues and room fees.
C Ensure that any person you sponsor for membership be of good reputation and character and the type of person who you would do business with and would recommend to others.
D Make every effort to predetermine that the potential new member will be a valuable member to SPA and that SPA can be a rewarding experience to the new member and his/her business. The success of SPA is based on the mutually beneficial relationships between all of the individual members which make up SPA as a whole. (Amended 12-18-07)
ARTICLE VI OFFICERS, DUTIES AND POWERS
Sec 1 PRESIDENT
President shall be the Chief Executive Officer of SPA. He/She shall preside over, plan and direct the activities of all membership and board meetings.. He/She shall have the power to call special meetings and form special committees as needed. He/She shall work directly and closely with the Executive Secretary/Treasurer on all administrative affairs. The President along with the First Vice President and the Executive Secretary/Treasurer shall have check signing privileges and responsibilities. The President, while serving his/her term, shall have his/her “Dues” waived while still being assessed any applicable “Room Fee” charge. (Amended 12-18-07)
Sec 2 FIRST VICE PRESIDENT
First Vice President shall be second in command and substitute
for the President in his/her absence. He/she shall also be the
President Elect for the next term. He/she shall remain in close
contact with both the President and the Executive Secretary in order to be prepared to take over as President and to continue any special programs or agenda items that may be in place when his/her term begins. (Amended 12-18-07)
Sec 3 SECOND VICE PRESIDENT
Second Vice President shall be third in command and shall become First Vice President for the next term. If a membership committee is formed, then the Second Vice President shall serve as Chairperson to that committee. (Amended 12-18-07)
Sec 4 TREASURER
Treasurer duties shall be assigned to the position of Executive Secretary. The title for this position shall be Executive Secretary/Treasurer and the duties of both positions shall become the responsibility of one person as outlined in Article 8. (Amended 12-18-07)
Sec 5 ELECTION PROCEDURE
Election Procedure – Election for Member At large shall take place on or about the last regular meeting of each term. Nominees for the position shall be taken from the regular membership prior to the election date as called for by the President. Any and all potential nominees shall be offered full and proper information regarding the responsibilities and expectations for the position of Member At Large, and be given the opportunity to accept or decline the nomination without repercussion. A written ballot may be prepared by the Executive Secretary/Treasurer and distributed to the membership on Election Day. The nominee receiving the most votes shall become the next Member At Large and begin serving on the board in the next term. (Amended 12-18-07)
Sec 6 TERM OF OFFICE
All Officers shall serve a term of six (6) months. Terms shall run from January 1st through June 30th and July 1st through December 31st.
Sec 7 VACANCY
Vacancy – Should any Officer become unable to complete his/her term in office the next Officer in succession shall move up and take over that vacated position. All subsequent Officers shall then rotate up leaving an opening for a Member At Large. This Member At Large position may then be filled by election from the general membership. If it is not possible to fill vacated Officer position(s) in the regular manner, then the Board of Directors may appoint a person(s) from the general membership to fill the vacated Officer position(s) with the approval of 2/3 of the Board Members. (Amended 12-18-07)
ARTICLE VII BOARD OF DIRECTORS
Sec 1 MEMBERS
Members shall consist of the President, First Vice President, Second Vice President, Immediate Past President, two Members At Large, and Executive Secretary/Treasurer. (Amended 12-18-07)
Sec 2 TERM OF OFFICE
Term of office shall be six (6) months for Officers and the Past President and one (1) year for Members at Large with one elected to begin service January 1st and one elected to begin service July 1st.
Sec 3 BOARD MEETINGS
Board Meetings will be held regularly at the discretion of the President, but not less than four (4) times during his/her term.
All SPA members are encouraged and invited to attend Board Meetings and may be allowed to have input into the meeting by way of voice or written word. Only Board Members in good standing may have voting privileges at Board Meetings. (Amended 12-18-07)
Sec 4 QUORUM
A quorum shall be a majority of The Board (4).
Sec 5 POWERS
The Board of Directors shall be the governing body of SPA and have full charge of its affairs and management subject to these Bylaws and the direction of the membership.. They shall have power to call special meetings and will have final authority over all matters including, but not limited to, violations of these Bylaws and/or infractions of SPA rules.
Sec 6 VACANCY
Vacancy – Should any Board Member become unable to complete his/her term in office the next Officer in succession shall move up and take over that vacated position. All subsequent Officers shall then rotate up leaving an opening for a Member At Large. This Member At Large position may then be filled by election from the general membership. If it is not possible to fill a vacated Officer position(s) in the regular manner, then the Board of Directors may appoint a person(s) from the general membership to fill the vacated Officer position(s) with the approval of 2/3 of the Board Members and the agreement of the appointed member.
(Amended 12-18-07)
ARTICLE VIII EXECUTIVE SECRETARY/TREASURER
Sec 1 SELECTION PROCESS
The Board of Directors shall be responsible for soliciting, screening and selecting applicants for Executive Secretary/Treasurer. The membership at large shall be advised in advance of any opening for suggested applicants. The ideal applicant shall have a good secretarial skill and be an aggressive, assertive, promotion oriented person. This person must project an image in keeping with the ideals of SPA.
Sec 2 COMPENSATION
Compensation for services shall be agreed upon at time of selection.
Sec 3 DUTIES
The duties of the Executive Secretary/Treasurer shall include, but are not limited to:
A Maintaining a business address, telephone number, Web page and e-mail list where business can be centrally conducted.
B Providing and coordinating meeting locations.
C Attendance of all membership and board meetings. Attendance of all other SPA functions or events as needed or requested by the board.
D Preparing and disbursing minutes of all regular meetings to the membership prior to the next regularly scheduled meeting. The same applies to board meetings and board members.
E Maintaining current records of attendance and dues payments.
F Sending invoices for dues and disciplinary notices for non-payment of dues or attendance violations.
G Preparing and sending correspondence as directed by The Board.
H Preparing and sending a “Letter of Thanks” to any guest speaker for their presentation at any SPA meeting.
I Prepare and maintain financial records and reports using an accounting system software program.
J Collect monies and make deposits to bank. Balance statements.
K Pay all approved bills of SPA, keeping appropriate records.
L Work such hours as may be necessary to achieve the above duties and goals. (Amended 12-18-07)
ARTICLE IX BYLAWS
Sec 1 AUTHORITY
These Bylaws shall be the final authority for conducting the affairs of SPA.
Sec 2 AMENDMENTS
The Bylaws of SPA may be amended by two thirds (2/3rds) vote of the members present in good standing at a regular meeting or special meeting called for that purpose. One week’s written notice will be given in advance of such a meeting to all members in good standing.