BUSINESS-REFERRAL-NETWORK BY-LAWS

STATEMENT OF INTENT

The Business Referral Network exists to enhance and promote the business of each member through the mutual exchange of business leads and the recommendation of Business Referral Network members to others.

Since the quality and integrity of the goods and services which a member provides reflect upon the reputation and integrity of the member who gives a lead or referral, it is essential that all Business Referral Network members be ethical and honest in all dealings with their fellow members, with all persons referred by members, and with the business community as a whole.

ARTICLE I – NAME

The name of the organization shall be the Business Referral Network, referred to herein as the “Organization.”

ARTICLE II – OBJECTIVES

The objectives of the organization are:

1. To provide a social environment for business people and to enhance the development of the various members’ businesses by referring potential clients and customers to the other members of the Organization and by utilizing the services of other members where feasible,
2. To act as a forum for the exchange of specific, non-privileged, information important to the members’ businesses, as well as general information regarding the local business climate,
3. To promote high standards of professionalism and integrity among the members and their businesses, and
4. To encourage the development of personal friendship between and among the members, their colleagues, their employees, and their families.

ARTICLE III – MEMBERSHIP

1. Membership shall be limited to persons who have substantial business presence in the Phoenix metropolitan area.  Members should have a level of business sophistication and retail business exposure to benefit themselves, other Organization members, and the Organization as a whole.
2. Members may be sole proprietor s, partners, corporate officers or employees, providing that they possess decision making authority within the business.
3. Members must be of good character and must possess an excellent business and professional reputation in the community.
4. Members may apply from any lawful business or profession.  However, only one representative from each business or professional category shall be permitted to become a member. Members may waive a claim of conflict. Accordingly, should two or more applicants wish to apply for membership and fill the same professional category, then the applicants themselves shall decide (at the time of application) which of them shall have priority membership status should subsequent differences arise between or among them (i.e., the applicants shall decide which of them becomes the primary member who then waives his/her claim of conflict, thereby permitting the other(s) to be admitted to membership).
5. The ultimate decision regarding the scope of a member’s business or professional category shall rest with the officers of the Organization.
6. Should an existing member change his/her business profession, he/she must apply for continued membership in the Organization. Such application shall be made to the officers who must approve that application.
7. Since members join the Organization as individuals, and not business entities, should a member resign, that member’s category is open for application by an applicant.
8. Membership in the Organization is non-transferable and has no monetary value.
9. Should a member in good standing request a leave of absence due to separation from active employment, or for some other reason, the officers shall grant such leave, for a period of up to three months if, in the opinion of the officers, such leave is in the best interest of the Organization.

ARTICLE IV – FEES & DUES

1. General membership dues shall be assessed upon approval of the application and prorated for the fiscal year ending December 31st.
2. Dues are payable upon presentation of the application of membership.  Each membership renewal will be deemed “late” if they remain unpaid after the last day of the first month of the calendar year..
3. Should the members’ dues remain unpaid as of the end of the first quarter, without good cause shown therefore, then that person’s membership may be terminated by a majority vote of those attending the membership meeting chosen to address the delinquent dues.
4. Membership dues are non refundable.

ARTICLE V – OFFICERS

The officers of the Organization shall be President, Vice President, Secretary, and Treasurer.  The officers shall serve a one year term of office. Any officer failing to carry out the duties set forth in these by-laws shall, upon recommendation by three officers and a majority vote be removed from office.

ARTICLE VI – NOMINATIONS AND ELECTIONS

1. Nominations for officer’s positions shall be presented to the membership and voted on at the first general membership meeting held in December. Officers shall assume their duties on January 1st.
2. Only active members in good standing shall be eligible to hold office.
3. At a general membership meeting during the month of November the Organization shall elect a nominations committee consisting of at least three members. At or before the December meeting scheduled for elections, the committee shall present a slate of one or more nominees for each office.  Nominations may also be made from the floor.
4. Officers shall be elected by a majority vote. Should there be two or more candidates for any office, voting for the office shall be conducted by secret ballot.
5. In the event of the death, resignation, or incapacity of the President, The Vice-President shall become President for the unexpired portion of the term. A vacancy in any other office shall be filled, for the unexpired term, by the President, with approval of any two of the remaining officers.
6. No member, other than the Treasurer or Secretary, shall be eligible to hold the same office for more than two consecutive terms. Upon the completion of two consecutive terms, an interval of one term shall elapse before that member is again eligible for re-election to the previous held office.

ARTICLE VII – DUTIES OF OFFICERS

1. The President shall be the principal officer of the association, and shall:
   1. 1. 1. Preside at all meetings of the Association and of the officers,
         2. Appoint special committees
         3. Represent the Organization in its dealings with other networking associations and other community groups, and
         4. Co-ordinate the duties of the other officers.

1. The Vice President shall:
   1. 1. 1. Perform the duties of the President in the absence of the president,
         2. Act as membership committee chair and solicit prospects for membership to the Organization where vacancies are present and provide application review and recommendation for membership of any actionable written application.
         3. Maintain a list of names, addresses and professional categories of all members of the Organization.
         4. Act as liaison with guests regarding the processing of membership applications.

1. The Secretary shall:
   1. 1. 1. Take, record, and distribute to members minutes of general membership meetings.
         2. Conduct the correspondence of the Organization, and

1. The Treasurer shall:
   1. 1. 1. Have charge of all funds of the Organization; and shall account for same at the annual membership meeting in November,
         2. Collect all dues from members,
         3. Pay all bills,
         4. Transfer all books, records, checks and relevant papers to his/her successor at the expiration of his/her term of office, and
         5. At the expiration of his/her term, submit the Organization’s financial records to the incoming President for audit.

ARTICLE VIII – MEETINGS

1. Regular Organization meetings shall be held weekly on Wednesday mornings at a place and time to be determined by the officers,
2. With the third Wednesday of the month meeting to be a “Social Mixer” at a place and time to be determined by the officers,
3. Members shall not be absent without cause from more than three regular weekly meetings within each quarter.  The Vice President shall determine whether or not an absence is excused.  Members who are absent without excuse more than the permitted number of times shall be notified.  The member who is absent without cause may be by majority vote of the membership be removed from the Organization and re-open that member’s category for new membership.
4. At all meetings of the Organization, whether regular or special membership meetings, or officers’ meetings, a majority of members or officers in good standing shall constitute a quorum.

ARTICLE IX – COMMITTEES

The president may, from time to time, appoint special committees, other than the nominations committee, as needed to conduct business which is in the best interests of the Organization and its members.

ARTICLE X – PROCEDURES

The rules of parliamentarian procedure, as set forth in the latest edition of Roberts Rules of Order, shall govern all proceedings of the Organization and its officers.

ARTICLE XI – AMENDMENTS

1. These by-laws, and all proposed amendments thereto, together with the voting date, shall be made available to members at least ten days before the meeting at which they are voted upon.
2. These by-laws shall become effective upon majority vote of the quorum of the members present; and any proposed amendments to these by-laws shall become effective upon two-thirds vote of the quorum of members present.

ARTICLE XII – GRANDFATHER CLAUSE

All criteria for membership set forth in these by-laws, and any amendments thereto, shall be prospective only. Accordingly, all members in good standing at the time of the adoption of these by-laws, or amendments thereto, are deemed to have met the criteria for acceptance to full membership.