BY-LAWS
OF THE EXECUTIVES’ ASSOCIATION OF SAN DIEGO (amended 9-18-06)
A California Corporation
ARTICLE I
Name and Object
Section 1.
Name and Place of Business:
This Corporation’s name is “THE EXECUTIVES’ ASSOCIATION
OF SAN DIEGO.” The principal office for the transaction of
this Corporation’s business affairs and activities is the
County of San Diego.
Section 2.
Objectives and Purposes:
The Corporation shall secure and exchange business information for
the benefit of its members, promote the business of the members;
devise and carry out plans and campaigns that will increase the
business of the members, and to do all lawful things to attain those
objectives and purposes.
ARTICLE II
Standard of Membership and Code of Conduct
Section 1.
Standard of Membership and Code of Conduct :
The Executives Association is a group of the
finest business men and women in the San Diego area. To that end
the members are expected to at all time conduct themselves in a
manner worthy of their membership in the organization.
Members are expected to promote, to the best
of their ability, good feelings between individual members, thereby
advancing the welfare and business of each. All dealings with members
of the organization or the business leads they provide must be legal,
fair to all involved, and of the highest business ethics. Members
shall transact all business referred by a fellow member in a manner
that reflects positively upon the fellow member and the Corporation.
Members shall strive at all times to furnish
quality merchandise and service commensurate in value to the purchase.
No member may solicit funds from any other member without the prior
written approval of the Board of Directors. All members shall maintain
good financial relationships with vendors to their companies, whether
among the Corporation’s members or outside the Corporation.
No member may at any time solicit business or engage in craft talks
or promotion covered by another member’s classification at
any meeting of the Corporation.
Section 2.
Termination of Membership for Reasons Other than Non-Payment of
Dues:
Any membership may be terminated (1) if the business conduct or
practices of the member are determined to be contrary to the objectives
or purposes of the Corporation or prejudicial to the best interests
of the Corporation or (2) the member has violated any of the duties
and responsibilities set forth in the Corporation’s Bylaws,
policies, rules or operating procedures and such violation is reasonably
likely to endanger or impair the reputation or goodwill of the Corporation
and its members, or (3) the member has conducted itself in a manner
inconsistent with the principles of trade under which the member
is classified or inconsistent with the code of ethics of a profession
applicable to such member’s classification. Termination for
violation of this code of conduct shall occur only pursuant to the
procedures set forth in Article III, Section 15 of these By-Laws.
ARTICLE III
Membership and Classification
Section 1.
Kinds of Membership:
There shall be ACTIVE members, and there may be HONORARY, ASSOCIATE
and EMERITUS members.
Section 2.
Active Members:
Any person of good character, or firm or other entity, in the County
of San Diego or vicinity, of good standing, there engaged in a business
or profession is eligible for membership. Active Membership shall
be limited to a person, partnership, corporation, limited liability
company, limited liability partnership or other entity owning a
business or profession. Each member shall designate its representative
in the Corporation, provided that the Board of Directors shall first
approve such representative. A representative of a member may be
replaced by a member with the consent of not less than 75% of the
Board of Directors. Notice of such change in representative shall
be published for two succeeding weeks in the Corporation bulletin.
If no representative of a member satisfactory to the Board is proposed
within 60 days, the membership shall be deemed terminated. There
shall be only one member for each business or professional classification
established by this Corporation. Sixty percent of each member’s
gross business shall be the minimum required for obtaining and retaining
a classification. Any new classification must not conflict with
the business defined within the classification of an existing member
company in the Corporation. Each member company shall be assigned
a classification by the Board of Directors which shall describe
and identify the specific business, trade or profession. The assigned
classification shall be exclusive to this member company as long
as it remains an active member and continues this business activity
at the minimum required level of 60% of their total business activity.
A proposed new member shall verify that the assigned classification
title represents at least 60% of their total business activity.
The Board of Directors shall have the exclusive power to establish
and amend the classification of memberships from time to time.
Section 3.
Honorary Members:
Any former member retiring from business who has been an active
member for a substantial period of time and who has rendered outstanding
service to the Corporation is eligible for honorary membership.
It shall require the approval of the Board of Directors and the
subsequent approval of three-fourths of the active membership to
elect an honorary member. Such an honorary membership may be terminated
at any time by a three-fourths vote of the Board of Directors. No
person shall be elected an honorary member, nor having been elected
retain an honorary membership should such member become actively
engaged or interested in any business. The Board of Directors shall
determine when an honorary membership shall so terminate.
Section 4.
Associate Members:
An Associate group may be established. Its members shall be called
Associates. The members thereof shall be employees or members of
the firm of active members, each active member having the right
to appoint one, two or three such Associates. Such Associate group
shall elect its own Board and Officers and operate under its own
by-laws approved by the Board of The Executives’ Association
of San Diego.
Section 5.
Emeritus Member:
Any former representative or Associate of an Active member firm,
which representative or associate has been such for a substantial
period of time and has rendered outstanding service to the Corporation
may, upon written request of the Active member firm, approval by
the Board of Directors, and approval by three-fourths of the active
membership, be named an Emeritus member. An Emeritus Membership
shall terminate upon written request of the Active member firm,
or upon a vote of three-fourths of the active membership, or upon
determination by the Board of Directors that the Emeritus member
has become actively engaged in a business other than that of the
Active member firm.
Section 6.
Transfer of Membership:
No membership is transferable. Any active member retaining the same
classification who may change within one category or from one category
to the other as to individual, partnership or corporate form of
organization shall retain its membership and such classification.
Notice of such change of form of organization shall be furnished
to the Board of Directors. In case of the sale of an individual
business, or of the principal interest of a partnership or of a
corporation, the membership shall be automatically cancelled unless
and until the new ownership is accepted by this Corporation’s
Board of Directors in accordance with Article III, Section 9; in
which case no initiation fees shall be assessed. The Board of Directors
shall determine what constitutes the sale of a principal interest.
Section 7.
Assessments:
No assessment shall be levied against any membership.
Section 8.
Procurement of Members:
A proposal for membership shall be made to the Board of Directors
by any member on a form approved by the Board. If the Board elects
to further consider the proposal it shall refer it to the Membership
Committee for that Committee’s report. After considering the
Membership Committee’s report, if such proposal is approved
by a 90% vote of the Board of Directors present at the time the
matter is acted upon at a meeting at which a quorum of the Board
of Directors is present, such proposed member’s name shall
be circulated amongst the active members in the two succeeding weeks’
Corporation bulletins advising of such proposal for membership and
that any objections to such proposal shall be filed in writing,
within two weeks thereafter with the Corporation Secretary and referred
to the Board for evaluation. Such objection(s) shall set forth the
reasons for the objection(s) in reasonable detail so as to allow
the Board the opportunity to evaluate any and all objections to
a proposed member. The Board may, by a 90% vote of the Board at
which a quorum is present, elect to override the objection(s) and
accept the application. If the Board elects to do so the objector
or objectors, as the case may be, shall appear before the Board
at a general or special meeting thereof not to exceed two months
after the placing of such application in the Corporation’s
Bulletin at which meeting such application and objection or objections
will be considered. If the objector or objectors fail to personally
appear, such written objection or objections shall be considered
null and void by a 90% vote of the Board present at such meeting
at which a quorum is present. Upon such approval of a proposed member,
the proposed member shall be solicited for the membership in such
manner and by such person as the Board of Directors may direct.
Thereafter and upon presentation of an application by the proposed
member and accompanied by membership fee to the Corporation, the
President shall issue a membership card and said membership thereby
established. Membership dues will commence with the first of the
month next succeeding such establishment of membership.
Section 9.
Change in Classification and Change in Ownership:
Change in Classification:
A change of classification by an active member automatically terminates
such classification holder’s membership. Subject to the provisions
of Article III, Section 2 of these By-Laws, the Board of Directors
may revise a member’s classification upon a vote of not less
than 75% of the Board at a meeting at which a quorum is present
if it does not significantly alter the intention of the classification,
and does not impinge upon any other member’s classification.
Change in Ownership:
The Board of Directors shall review the membership of any member
whose ownership changes or whose business activity changes so that
one or more other classifications may be involved. In such an instance,
the Board of Directors, in its discretion, may terminate the membership
of that member in the Corporation and such classification shall
be deemed open until filled in accordance with the provisions of
these By-Laws. No appeal of this decision is allowed to the Board
of Directors or to the Association’s membership.
Section 10.
Resignation:
Any member may resign by written notice to the Board of Directors.
Section 11.
Duties of Members:
Meeting attendance, making and holding concentrations and lead sending
are recognized as primary requirements to make the Corporation effective
and profitable for its members. Any active member who shall be absent
without prior notice to the Corporation office from four (4) successive
meetings or from 50 percent (50%) of the meetings during either
half of the Association’s year, or four (4) successive concentrations
or from fifty percent (50%) of the concentrations during either
half of such year, or shall fail to hold a concentration once in
two and one-half years, shall stand suspended and shall be so notified
in writing by the Secretary. Such member upon making application
for reinstatement to the Board of Directors may, by a two-thirds
vote of the entire Board of Directors, be reinstated within thirty
days. If such member is not reinstated within thirty days, such
member’s membership shall be terminated and such member shall
be so notified by the Secretary. An Associate may attend a regular
Executive meeting as a representative of the Executive member for
the purpose of attendance credit not exceeding one time in any calendar
month. An Executive may attend a regular Associate meeting for the
purpose of attendance credit not exceeding one time in any calendar
month, provided the Executive meets the minimum requirements for
attendance as set forth in this Section 11.
Section 12.
Delinquency:
Any member more than thirty days in arrears for dues shall be subject
to termination of membership by the Board of Directors. No membership
shall be terminated for nonpayment of dues until notice and hearing
as provided in Section 14 following.
Section 13.
Bankruptcy or Dissolution of a Member:
If a member is dissolved, files a petition for bankruptcy, makes
any assignment for the benefit of the creditors, takes advantage
of any other insolvency act, is subject to a receiver appointed
for the member or the member’s property, or otherwise ceases
its business operations the member’s membership in the Corporation
immediately terminates. The Board of Directors, without notice to
or approval by the Corporation’s membership, may restore that
member’s membership by an affirmative vote of not less than
75% of the Board present at a meeting at which a quorum is present.
Section 14.
Termination of Membership for Lack of Payment of Dues:
Before acting upon a proposal to terminate a membership for lack
of payment of dues, except in the case of a voluntary resignation,
the Board shall give thirty (30) days’ written notice to the
member of a Board hearing on the matter, stating the time and place
of the hearing, and inviting the member to attend the hearing and
be heard on the matter. Termination of such membership for nonpayment
of dues requires an affirmative vote of at least a majority of the
Board of Directors. Upon such termination by the Board the Executive
Director shall notify the terminated member of the termination.
Such determination by the Board shall be final and binding on the
member.
Section 15.
Termination of Membership for Other Reasons:
Termination of membership from the Corporation for any reason other
than: (i) failure to maintain attendance and concentration requirements
(Article III, Section 11) and (ii) delinquency (Article III, Section
12) requires an affirmative vote by at least 75% of the Board of
Directors. The President or Executive Director of the Corporation
may call a meeting to consider a member’s termination, by
notice to every Board member and the member at least 72 hours before
the meeting. The member is entitled to appear at this meeting and
be heard. If the Board intends to terminate any membership for any
reason other than attendance, concentration or delinquency reasons,
the member shall be apprised in writing of the intent to terminate
at least thirty (30) days prior to the date the termination becomes
effective, and the member shall be afforded the opportunity to submit
a written statement setting forth the reasons why the termination
should not occur. Any notice of intent to terminate shall state
the grounds for termination. The Board shall consider any written
statement submitted by a member in determining whether to terminate
its membership not less than five (5) days before the effective
date of any termination. Any such termination of a membership shall
become effective upon the action of the Board terminating the subject
membership. Upon such termination by the Board the Executive Director
shall notify the terminated member of the termination and its right
to appeal the termination as set forth in Section 16. If the terminated
member desires to appeal the decision of the Board it must notify
the Executive Director of its intent to appeal within fifteen (15)
days after notice of the termination by the Corporation. Notice
by the Corporation shall be by first class certified mail, return
receipt requested. Notice shall be deemed given on the date of mailing.
Section 16.
Appeal from Termination of Membership:
A member whose membership is terminated due to delinquency pursuant
to Article III, Section 14 shall have no appeal rights under this
Section 16. In all other termination cases, upon written notice
to the then acting President of the Corporation from one who has
received notice of membership termination for any other reason,
the President shall provide notice to such member of two alternative
dates and times for an appeal of such termination for any other
reason to be heard. Such hearing may take place at either the next
regularly scheduled meeting of the Board or at a special meeting
called by the President. The notice of such hearing shall be given
to the member at least ten (10) days in advance of the first potential
hearing date and shall contain information regarding the member’s
right to appear before the Board or a designated committee of the
Board to argue his/her/its appeal, or to submit a written statement
of his/her/its position. The member shall inform the Board of the
desired date for the hearing within three (3) days of the date of
the notice with respect to the hearing. If the member fails to respond
to the notice within the specified time frame or if neither hearing
date is acceptable to the member, then such member shall have no
further right to appeal. Any director should abstain from voting
on an application or termination for any other reason issue if he/she
is a potential competitor of or has a possible conflict of interest
with the person or business involved. In any appeal proceeding,
a majority of the voting members shall determine the outcome, and
their decision shall be final with no further right of appeal therefrom.
If the Board votes to deny the appeal, the member shall be notified
of such denial in writing. The Board may, at its discretion, make
public disclosure of the action. No action by the Board shall preclude
any subject of these procedures from applying for membership to
the Corporation after a reasonable time.
Section 17.
Leaves of Absence:
Upon written application from a member, and upon a majority vote
of a quorum of the board of Directors, a member may be granted a
leave of absence for a period not exceeding six (6) months, during
which period the member shall not be required to meet the duties
set forth in Section 10 of this Article, and during which, dues
shall be assessed at one-half the full amount then in effect. Leave
of absence may be granted for illness, absence from the San Diego
area, unusual work conditions or responsibilities, or other similar
reasons rendering the member temporarily unable to fulfill the duties
set forth in Section 11. No leave of absence may be granted to any
member who stands suspended under Section 11 of this Article or
who is liable for termination under Section 12 or Section 14 of
this Article or Section 15 of this Article.
ARTICLE IV
Corporation Publication
Section 1.
There shall be an official publication of the Corporation issued
regularly and containing matter required to be published to the
members by these By-Laws and such other information as the Board
of Directors may direct.
ARTICLE V
Organization
Section 1.
Governing Body:
A Board of Directors of twelve active members and the Associate
President shall be the governing body of the corporation; except
that when a President whose term as President and as a member of
the Board ends at the same time, such member shall be a fourteenth
Board member during the next President’s term. A vacancy or
vacancies in the Board shall be deemed to exist in case of the death,
resignation or removal of any director, or if the authorized number
of directors is increased or if the members fail, at any regular
or special meeting of members at which any director or directors
are elected, to elect the full authorized number of directors to
be voted for at that meeting. Any director may resign effective
upon giving written notice to the President, the Secretary or the
Board. The resignation shall be effective when the notice is given
unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time,
a successor may be selected before such time to take office when
the resignation becomes effective. Vacancies in the Board may be
filled by (1) a majority vote of the Board, if a quorum remains
in office, (2) the unanimous written consent of the remaining directors,
(3) a majority of the remaining directors, though less than a quorum,
at a properly held meeting of the remaining directors or (4) by
a sole remaining director, and each director so elected shall hold
office until the expiration of the term of the replaced director
and until a successor has been elected and qualified. The members
may elect a director at any time to fill any vacancy not filled
by the directors. No reduction of the authorized number of directors
shall have the effect of removing any director prior to the expiration
of his or her term of office.
Quorum:
A majority of the authorized number of directors constitutes a quorum
of the Board for the transaction of business. All regular members
of the Board, but not ex-officio, at-large, Emeritus and honorary
members, shall be counted in determining whether a quorum is present.
Every act or decision done or made by a majority of the quorum shall
be regarded as the act of the Board, unless a greater number be
required by law or by the Corporation’s Articles of Incorporation
or by another provision of these By-Laws. A meeting at which a quorum
is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by
at lest a majority of the required quorum for such meeting.
Standard of Conduct of Directors:
A director shall perform the duties of a director, including duties
as a member of any committee of the Board upon which the director
may serve, in good faith, in a manner such director believes to
be in the best interests of the Corporation, and with such care,
including reasonable inquiry, as an ordinarily prudent person in
a like position would use under similar circumstances. In performing
the duties of a director, a director shall be entitled to rely on
information, opinions, reports, or statements, including financial
statements and other financial data, in each case prepared or presented
by: (a) one or more officers or employees of the Corporation whom
the director believes to be reliable and competent in the matters
presented; (b) counsel, independent accountants, or other persons
as to matters which the director believes to be within such person’s
professional or expert competence; or (c) a committee of the Board
upon which the director does not serve, as to matters within its
designated authority, which committee the director believes to merit
confidence; so long as, in each such case, the director acts in
good faith, after reasonable inquiry when the need therefor is indicated
by the circumstances and without knowledge that would cause such
reliance to be unwarranted.
ARTICLE VI
Powers and Duties of Board of Directors
Section 1.
Rules, Dues and Fees:
The Board of Directors shall control and manage the Corporation
property and funds, shall fix admission fees and membership dues,
and may adopt, revoke, or amend rules pertaining to the business
and purposes of the Corporation and consistent with its Articles
of Incorporation and these By-Laws, provided that no change in the
rules, fees or dues shall become effective until completion of the
procedure set forth in Section 2 following.
Section 2.
Procedure for Approval:
All proposed changes in the rules, fees and dues shall be published
in the Corporation publication the week next succeeding the adoption
thereof by the Board. Each such change shall become effective two
weeks after such publication unless written protest is filed with
the Board by a member against any such change. If three or more
protests are received to any such change, the Board by a vote of
not less than 75% of the Board present at a meeting at which a quorum
is present may make such change effective.
Section 3.
Committees:
The Board may appoint such committees as it deems necessary. The
President shall be an ex-officio member of all committees. The President
shall nominate and the Board of Directors approve, at the first
regular meeting of the Board following the Corporation’s semiannual
election meeting, the membership of the following named committees:
Attendance, Concentration, Contact with Associates, Entertainment,
Finance, Orientation, Leads, Membership, Program, Historian, Communications
and such other committees as the Board may from time to time establish.
The members of each such committee shall serve during the term of
the President nominating them.
Section 4.
Special Board Meetings:
Special meetings of the Board may be called by the President or
by three Directors. If requested by the President, the Board may
also vote on matters by fax or email, but approval by such means
requires unanimous approval of the Board.
Section 5.
Miscellaneous:
The Board shall meet regularly at least once each month at such
time and place as it may from time to time determine. The employees
of the Corporation shall serve at the pleasure of the Board. Minutes
of meetings and accounts of the Board and financial statements of
the Corporation shall be kept in permanent records and shall be
available to any active member upon request. Any absent director’s
written approval of Board minutes subsequent to the meeting shall
have the same effect as though any such director were present at
such meeting and voted in conformity with the majority of the Board.
A majority of the Board shall constitute a quorum. Upon a majority
vote of the Board a membership on the Board may be determined vacant
in the case of any director who has absented themselves from Board
meetings for three consecutive months without permission of the
Board on grounds satisfactory to the Board being given therefore.
During each term, the last preceding Board member serving as President
shall have the particular responsibility of informing themselves
concerning the personnel, equipment, and the functioning of the
Corporation’s office, and reporting thereon to the Board at
its monthly meetings, or otherwise as the Board may direct from
time to time.
ARTICLE VII
Election of Directors and Officers
Section 1.
Date:
Directors shall be elected semiannually on the last Monday of April
and October, or the Monday of April or October deemed most appropriate
by the Board of Directors, their terms to commence May 1 or November
1. Directors elected shall be installed at a time and place set
by the Directors, no more than three weeks following the election.
Directors shall continue in office until their successors’
terms commence.
Section 2.
Procedure for Nominating Directors:
Twenty-one days prior to the date of the election the Secretary
shall mail a nomination ballot to each member. Such nomination ballot
shall list the names of all members active and in good standing
for the thirty days prior to such mailing, omitting the names of
directors continuing in office beyond the date of the election.
The form of the nomination ballot shall be approved by the Board.
Each such nomination ballot shall bear the following instructions:
1. Eight (8) candidates shall be nominated by each member and any
ballot nominating more or less than eight candidates will not be
counted. 2. The ballots must be sealed in the envelope enclosed
for that purpose and any ballot not delivered to the Secretary’s
office personally or by mail by 5:00 p.m. of the 14th day after
mailing of the ballots will not be counted. 3. Nomination ballots
must not be signed or bear any mark of identification. Enclosed
with each nomination ballot shall be a return-addressed, stamped
envelope. All returned ballots shall be held in their condition
at time of receipt by the Secretary and delivered to the Board upon
demand at the next Board meeting. The Board shall meet as soon as
practical after the 14th day after mailing of the ballots to canvass
the nomination vote. The President shall certify the results thereof
to the Secretary, who shall prepare a list of candidates in order
of number of votes received. A committee appointed by the President
shall request those receiving the eight highest numbers of votes
on such list to accept or refuse the nomination in writing. After
each refusal of nomination the member next highest on the list shall
be requested to accept or refuse the nomination in writing. Ties
shall be determined by lot by the President, the name or names losing
thereby being placed next on the list. The eight candidates so determined
shall be the nominees for the Board. An alphabetical list thereof
shall be printed in the next succeeding Corporation publication.
Section 3.
Election of Directors:
The Board shall prepare ballots for the election of directors listing
the candidates in alphabetical order. The ballots shall direct that
four (4) candidates shall be voted for by each member and that any
ballot voting for more or less than four (4) candidates will not
be counted. Seven days prior to election the President shall appoint
a committee of five judges, not officers, directors or candidates,
who shall supervise the election. Polls shall open at 11:30 a.m.
and close at 12:30 p.m. on election day. Voting shall be in person
and shall be secret. The committee of judges shall canvass the votes
at a meeting open to the members and certify the result thereof
to the Secretary. The four candidates receiving the highest number
of votes shall be declared elected to the Board of Directors by
the committee of judges. Tie votes shall be determined by lot by
the committee of judges.
Section 4.
Challenges:
Any active member in good standing may challenge the election of
any candidate. Such challenge shall be determined by the committee
of judges. Challenger or challengee may appeal to the Board of Directors
then in office whose decision by a majority of the Board will be
final.
Section 5.
Term of Office:
The four candidates elected to the Board of Directors shall hold
office for eighteen months.
Section 6.
Election of Officers:
The new Board shall meet forthwith by direction of the President
and shall elect a president, a secretary and a treasurer and such
other officers it may deem necessary, from the Board’s members,
except that the secretary and treasurer may be one and the same
person who need not be a member of the Corporation. Election shall
be by written secret ballot in a form approved by the Board. The
results shall be certified to the Secretary and announced in the
Corporation publication.
Section 7.
Notice of Nominations and Elections:
The Secretary shall give the members reasonable notice in writing
of the following:
1. Time and place of elections.
2. List of candidates.
3. Closing date for ballot returns.
4. Result of nomination ballot.
5. Result of election of directors.
6. Result of election of officers.
7. Date of installation.
ARTICLE VIII
Meetings
Section 1.
Regular Meetings:
Members shall meet each Monday at an hour and place fixed by the
Board. Meetings may be cancelled by a majority vote of the Board
of Directors. A majority of active members in good standing shall
constitute a quorum.
Section 2.
Semiannual Meetings:
Within three weeks after each semiannual election of Directors,
a members’ Installation Meeting shall be held at a time and
place set by the Board of Directors.
Section 3.
Reports to Members:
At the first May and November regular meetings of members, the outgoing
President shall make a term report to the members.
Section 4.
Special Meetings:
A special meeting of the members may be called at any time by the
President and shall be called at any time on written request of
three directors or ten members filed with the Secretary and briefly
stating the purpose of the meeting. Notice of special meeting of
the Corporation and of its Board of Directors shall be in writing
and state the purpose of such meeting. No action beyond such stated
purpose shall be taken therein.
Section 5.
Scope:
No business, motion or resolution discussed by the members at any
regular or special meeting shall be adopted or become effective
until submitted to the Board of Directors for its consideration
and recommendation to members. Such matters shall be considered
by the Board at its next regular meeting and the Board’s recommendation
given to the members at the members’ next meeting.
Section 6.
Proxies:
There shall be no voting by proxy.
Section 7.
Rules of Order:
At all meetings of members of the Board and of its committees Robert’s
Rules of Order will govern.
Section 8.
Quorum:
The presence of any number of members at any validly-noticed meeting,
or the receipt by the Corporation of any number of validly-distributed
written ballots, shall constitute a quorum for the transaction of
business. If any meeting is actually attended by less than one-third
(1/3) of the voting power, the only matters which may be voted on
are those of which notice of their general nature was given under
Section 4 of this Article VIII.
The affirmative vote of the majority of the
voting power represented at the meeting, entitled to vote, and voting
on any matter shall be the act of the members unless the vote of
a greater number or voting by classes is required by law or by the
Corporation’s Articles of Incorporation or By-Laws. Any By-Law
amendment to increase the quorum may be adopted only by approval
of the majority of members.
The members present at a duly called or held
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough members to leave less than a quorum, if
any action taken (other than adjournment) is approved by at least
a majority of the members required to constitute a quorum.
ARTICLE IX
Officers and Employees
Section 1.
President:
The President shall be the presiding officer at all meetings of
members, and of the Board of Directors and shall have the powers
incident to such office.
Section 2.
Vice-Presidents:
In the absence of the President, the First Vice-President and the
Second Vice-President, in the order named shall assume the duties
of the President; and in the absence or disability of the three
officers named, the Board of Directors shall select from its own
members, a President pro tem.
Section 3.
Treasurer:
The Treasurer shall be custodian of the Corporation funds and shall
disburse, receive, keep account of and furnish faithful performance
bond for all such sums as the Board of Directors may from time to
time direct.
Section 4.
Secretary:
The Secretary shall perform or supervise the performance of the
normal duties of the Corporation’s secretary including correspondence,
documentary records, proceedings of the Corporation, its Board and
several committees together with such other duties as the Board
may prescribe for the best interests of the Corporation and the
several business interests of its members; rendering reports to
the board and to the members as the Board may specifically direct
from time to time.
Section 5.
Executive Director:
The Executive Director shall be appointed by and hold office at
the pleasure of the Board of Directors. Salary, responsibilities
and performance shall be reviewed regularly by the Officers of the
Corporation and approved by the Board of Directors.
Section 6.
Liability:
No liability against the Corporation or its officers as such shall
be incurred by any member, director, officer or employee unless
specifically authorized so to do by the Board.
Section 7.
Seal:
The Board of Directors shall approve a corporate seal.
ARTICLE X
Existence
Section 1.
Life:
The Corporation shall continue in perpetuity unless wound up by
a vote of three-fourths of its active members in good standing.
Section 2.
Assets on Dissolution:
Upon dissolution of the Corporation any assets shall be liquidated.
After payment of the expenses of winding up the corporation affairs,
any balance shall be distributed pro rata to the active members
in good standing at the Corporation’s last meeting.
ARTICLE XI
Amendments
Section 1.
These By-Laws may be amended at any semiannual election meeting
of the membership or at any special meeting called for that purpose
by approval of a majority or more of the members present at such
meeting. Proposed amendments shall be furnished to the active members
in good standing at least fourteen days prior to any meeting at
which such are to be acted upon, at which meeting such proposed
amendments may be adopted with or without modification or rejected.
ARTICLE XII
Indemnification
Section 1.
Any person made, or threatened to be made, a party to any action
or proceeding, whether civil or criminal, by reason of serving or
having served as a director or officer of the Corporation, shall
be indemnified by the Corporation, and the Corporation may advance
such person’s related expenses to the full extent permitted
by law.
BY-LAWS OF THE ASSOCIATES
OF THE EXECUTIVES’ ASSOCIATION OF SAN DIEGO
ARTICLE I
Name and Object
Section 1. Name: The name of this association is the "Associate
Executives of San Diego." It is a subsidiary organization of
The Executives' Association of San Diego, hereinafter called the
Executives, and may transact business under the name of "Associate
Executives of San Diego"; its place of business is the City
of San Diego.
Section 2. Object:: This association shall
secure and exchange business information for the benefit of its
members, and of the Executives; shall promote the business of its
members; shall devise and carry out plans and campaigns that will
increase the business of its members.
ARTICLE II
Membership and Classification
Section 1. Kinds of Membership: This association shall be composed
of ACTIVE members, and there may be HONORARY members.
Section 2. Active Members: Any person of good
character in the employ of, or a member of, the firm of an Executive
membership is eligible for membership in this association. The number
of members to represent one firm shall be limited to three (3),
and each must be submitted by and endorsed by the Executive member
from that firm.
Section 3. Honorary Membership: Any former
member retiring from business who has been an active member for
a substantial period of time is eligible for honorary membership.
Such honorary membership shall require approval of the Board of
Governors and subsequent approval of three-fourths (3/4) of the
active membership.
Such an honorary membership may be terminated at any time by a three-fourths
(3/4) vote of the Board of Governors.
No person shall be elected to honorary membership, nor having been
elected retain an honorary membership, should such member become
actively engaged or interested in any business which may conflict
with any active Executive member, in the opinion of the majority
of the Board of Governors. The Board of Governors shall determine
when an honorary membership shall so terminate.
Section 4. Proposals of Membership: All members
of this association must be proposed by an Executive member and
accepted by a majority vote of any quorum of the Board of Governors.
Section 5. Duties of Members: The Board of
Governors shall from time to time determine the minimum requirements
of membership, bearing in mind that no rules shall be made which
will conflict with the requirements of the Executives' By-laws.
Attendance at meetings, attendance at concentrations, and the sending
of leads are recognized as primary requirements to make the association
effective and profitable for its members.
The Board of Governors shall announce through the Corporation bulletin
and by such means as it may deem best the current membership activity
requirements. Any member failing to perform such minimum requirements
may be dropped from membership by a majority vote of the Board of
Governors.
When the Board proposes to so drop any members, such member shall
be given a hearing before the Board, and the Executive member of
that firm shall be duly notified of such hearing. The action and
decision of the Board in such matter shall be final.
Non-attendance at four (4) consecutive meetings
or four (4) consecutive concentrations (unless due to illness or
absence from San Diego or providing other reasonable excuse) must
be construed by the Board of Governors as non-compliance with the
minimum requirements of membership activity.
Attendance at any Executive or Associate planned
event will be counted for attendance credit.
ARTICLE III
Organization
Section 1. Governance: The governance of this association shall
be vested in a Board of Governors to be composed of nine (9) members
elected from the active membership as provided in these by-laws;
except that when a President whose term as President and as a member
of the Board ends at the same time, such member shall be the tenth
(10th) Governor during the next President's term.
ARTICLE IV
Powers and Duties of Board of Governors
Sect ion 1. Rules: Governors may adopt rules for the conduct of
the association, and shall have power to amend same.
Section 2. Committees : The President may
appoint from active members of the association such committees as
deemed necessary subject to the approval of the Board, and shall
define the duties thereof. The President shall be an ex-officio
member of all committees.
The term of all committees shall be during the term of the administration
from which they receive their appointments. A special committee
shall expire with the performance of the duty for which it was appointed.
Section3. Special Board Meetings: Special
meetings of the Board may be called by the President or by three
Governors.
Section 4. Miscellaneous: The Board of Governors
shall meet regularly at least once a month at such time and place
as it may from time to time determine.
Minutes of meetings and accounts of the Board shall be kept in permanent
records and shall be available to any active member upon request.
An absent Governor's written approval of Board
minutes subsequent to the meeting shall have the same effect as
though any such Governor were present at such meeting and voted
in conformity with the majority of the Board.
A majority of the Board of Governors shall constitute a quorum for
any trans¬action of all business at any meeting of the Board
of Governors, and the affirmative vote of a majority of the governors
constituting the quorum shall be necessary to pass any resolution.
If the office of Governor, or of any officer, becomes vacant by
reason of death, resignation, retirement, disqualification, removal
from office or otherwise, the Governors then in office, though less
than a quorum, by a majority vote, may choose a successor or successors,
who shall hold office for the unexpired term in respect of which
such vacancy occurred, or until their successors shall have been
chosen.
ARTICLE V
Election of Governors and Officers
Section 1. Election and Installation Dates: Governors and officers
shall be elected semi-annually at a meeting called by the Board
of Governors in April and October meeting, their terms to commence
May 1 or November 1 . Governors and officers so elected shall be
duly installed in conjunction with the Executives' installation,
and shall continue in office until their successors' terms commence.
Section 2. Procedure for Nominating Governors:
Twenty-one (21) days prior to the date of the election, the Corporation's
secretary shall mail a nomination ballot to each active member.
Such nomination ballot shall list the names of all members active
and in good standing for the thirty (30) days prior to such mailing,
omitting the names of governors continuing in office beyond the
date of the election. Each such nomination ballot shall bear the
following instructions:
1. Six (6) candidates shall be nominated by each active member and
any ballot containing more or less than six candidates will not
be counted.
2. Any incumbent first or second vice-president whose term as Governor
expires while in office shall not have to stand for nomination but
will be automatically nominated for Governor, and the membership
will nominate only a sufficient number of candidates to place a
total of six names on the final election ballot.
3. The ballots must be sealed in envelopes enclosed for that purpose
and any ballot not delivered to the Association office personally
or by mail by 5:00 p.m. of the 14th day after mailing of the ballots
will not be counted.
4. Nomination ballots must not be signed or bear any mark of identification.
Enclosed with each nomination ballot shall be a return-addressed
stamped envelope.
All returned ballots shall be held in their condition of time of
receipt by the Corporation's secretary and delivered to the Board
upon demand at the next Board meeting.
The Board shall meet as soon as practical after the 14th day after
mailing of the ballots to canvass the nomination ballot.
The President shall certify the results thereof to the Corporation's
secretary, who shall prepare a list of candidates in order of number
of votes received. A committee appointed by the President shall
request those receiving the six (6) highest numbers of votes on
such list to accept or refuse the nomination in writing.
After each refusal of nomination, the member next highest on the
list shall be requested to accept or refuse the nomination in writing.
Ties shall be determined by lot by the President, the name or names
losing thereby being placed next on the list.
The six candidates so determined shall be nominated for the Board.
Section 3. Election of Governors: The Corporation's
secretary shall prepare ballots for the election of Governors, listing
the candidates in alphabetical order. The ballot shall direct that
three (3) candidates shall be voted for by each member and that
any ballot voting for more or less than three (3) candidates shall
not be counted.
Seven (7) days prior to election, the President shall appoint a
committee of three (3) judges who are not officers or Governors
or candidates, who shall supervise the election.
Polls shall be open 11:30 am to 12:30 pm on election day when elections
are held at a luncheon or from 6:00 pm to 7:00 pm on election day
if it is an evening election meeting.
Voting shall be in person and shall be secret.
The committee of judges shall canvas the votes
at a meeting open to the members and certify the results thereof
to the Corporation's secretary. The three candidates receiving the
highest number of votes shall be declared elected to the Board of
Governors by the committee of judges. Tie votes shall be determined
by lot by the committee of judges.
Section 4. Challenges: Any active member in
good standing may challenge the election of any candidate. Such
challenge shall be determined by the committee of judges. Challenger
or challenger may appeal to the Board of Governors then in office
whose decision will be final.
Section 5.Term of Office: The three (3) candidates
elected to the Board of Governors shall hold office for eighteen
(18) months.
Section 6. Election of Officers: The new
Board of Governors shall meet forthwith after the election for the
purpose of electing a president, a first vice-president, and a second
vice-president from the Board's members, for the ensuing six (6)
months. Election shall be by written secret ballot in a form approved
by the Board.
The results shall be certified to the Corporation's secretary and
placed on file in the office, and shall be announced in the Corporation's
bulletin.
Section 7. Notice of Nominations and Elections:
The Secretary shall give the members reasonable notice in writing
of the following:
1. Time and place of elections.
2. List of candidates.
3. Closing date for ballot returns.
4. Result of nomination ballot
5. Result of election of governors.
6. Result of election of officers.
7. Date of installation.
ARTICLE VI
Meetings
Section 1. Regular Meetings: Members shall attend a minimum of two
Executive Monday luncheon meetings or an Associates’ sponsored
event each month. Associates are expected to attend the Associates’
sponsored luncheons.
Section 2. Semi-Annual Meetings: Within three
weeks after each semi-annual election of Governors, a members' Installation
Meeting shall be held, in conjunction with the Executives' installation.
Section 3. Report to Members: At the first
regular meeting of May and November of each year, the outgoing President
shall make a term report to the members.
Section 4. Special Meetings: A special meeting
of the members may be called at any time by the President and shall
be called at any time on written request of three governors or ten
members filed with the Corporation's secretary and briefly stating
the purpose of the meeting.
Notice of special meeting of the Associate Executives of San Diego
and of its Board of Governors shall be in writing and state the
purpose of such meeting. No action beyond such stated purpose shall
be taken therein.
Section 5. Scope: No business, motion, or
resolution discussed by the members at any regular or special meeting
shall be adopted or become effective until submitted to the Board
of Governors for its consideration and recommendation to members.
Such matters shall be considered by the Board at its next regular
meeting and the Board's recommendation given to the members at the
members' next meeting.
Section 6. Proxies: There shall be no voting
by proxy.
Section 7. Rules of Order: At all meetings
of members of the Board and of its
committees, Robert's Rules of Order will govern.
Section 8. Quorum: A majority of active members
in good standing shall constitute a quorum at any meeting.
ARTICLE VII
Officers
Section 1. President : The President shall be the presiding officer
at all meetings of members, and of the Board of Governors and shall
have the powers incident to such office.
Section 2. Vice President: In the absence of the President, the
first Vice-President and the Second Vice-President, in the order
named, shall assume the duties of the President, and in the absence
or disability of the three officers named, the Board of Governors
shall select from its members, a President pro tern.
ARTICLE VIII
Amendments
Section 1. Amendments: These By-laws
may be amended by a majority vote of a quorum of the Board of Governors
and Board of Directors at a board meeting or a special meeting called
for that purpose.
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