ARTICLE I - NAME AND OBJECTIVES
This Association shall be known by the name "Smyrna Business Association, Inc." The objectives of this organization are: promotion of good will, unity and harmony among businesses of this area, the betterment of the whole area through business projects, and to work in harmony with government at all levels in an effort to obtain benefits for our community.
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ARTICLE II - MEMBERSHIP
There shall be two kind of membership, namely, "Active" and "Honorary". The Active Members shall be composed of business and professional persons of the Smyrna-Cobb area. Honorary Members shall be appointed by the Board of Directors and shall be non-dues paying, non-voting and non-office holding members. The Chaplain shall be appointed by the President and may be either an Active or Honorary Member. Honorary Membership shall be subject to the confirmation annually by the Board of Directors. A simple majority of the Members present at a regular or called meeting shall constitute a quorum for the purpose of conducting Association business.
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ARTICLE III - MEMBERS
The regular meetings of the Smyrna Business Association shall be held on the first Thursday of each month at 12 noon at a place determined by a majority vote of the Board of Directors. The regular meetings may be suspended for vacations and in December for the holidays subject to the approval by the Board of Directors. Special meetings may be called by the President, if, in the President's opinion, the necessity arises, or by written petition of at least 25% of the members in good standing, who shall state the cause or need for same.
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ARTICLE IV - DUES AND ASSESSMENTS
Membership dues shall be payable annually, payable on the first day of July of each year. Said dues shall cover all usual operating expenses of the organization, with the approval of the Board of Directors. The membership shall determine the amount of the annual dues by a majority vote at the April meeting. No assessment shall be permitted to be placed upon the membership of the Association; however, this section shall in no way restrict the members from engaging collectively in related activities for mutual benefits and to pay such costs as these activities shall require.
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ARTICLE V - BOARD OF DIRECTORS
The governing body of the Association shall be the Board of Directors, which will consist of eleven (11) members in good standing, including elected officers and the immediate past President. A majority of the board of members present shall constitute a quorum. The first year, five (5) members are to be elected to a one-year term. The past President shall automatically remain on the Board of Directors as Ex-Officio, with full voting powers, for a period of one year. The President shall act as Chairman of the Board of Directors, presiding at all meetings. The First Vice-President shall serve as Vice-Chairman, presiding in the absence of the Chairman. Duties of the Chairman shall also include the arrangement of a meeting place, notices of the Board members of meetings, to keep all members of the Board informed of its actions, and to perform such other duties being assigned to them by the Board. It shall be the duty of the Board of Directors to meet as directed by the President. Meeting place will be designated by the President. The decisions of the Board on all Association maters shall be final. A vacancy in the Board of Directors, or in any office of the Association, shall be filled by appointment of the Board of Directors for the unexpired term. The Board shall approve all expenditures of the Association. All committees and committee assignments shall be delegated by the Board of Directors. Any sitting board members may be removed from office by either of the following ways: a. The board member shall be removed automatically by failing to attend any three (3) Board of Directors meetings during any year he or she is elected to serve. However, if the Board, at its discretion, desires to reappoint the board member, it may do so by majority vote of the remaining board members; or, b. The board member shall be removed by two-thirds (2/3) vote of the then sitting Board of Directors
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ARTICLE VI - OFFICERS AND ELECTIONS
The Officers of the Association shall consist of a President, First Vice-President, Second Vice-President, Secretary and Treasurer all of whom shall automatically become members of the Board of Directors. The Officers shall be elected by a majority vote of the membership at the May meeting. The election shall be held on the first Thursday in May of each year and June is hereby designated as the annual meeting of the Association. The officers shall hold office for a period of one year or until their successors are elected and qualified. At, or before, the March meeting, the President shall appoint a Nominating Committee of five (5) members composed as follows: a. Immediate Past President (Chairman); b. Two (2) non - officers members of the Board of Directors; c. Two (2) general members from the membership. The Committee shall submit a slate of five (5) candidates for Directors, also unexpired Directorship vacancy candidates. The proceeding pursuant to terms in Article V, Paragraph 1. The Nominating Committee shall submit its report and recommendations to the Secretary to mail the proposed slate and notice of election to all members' ten (10) days prior to the May meeting. At the May meeting any member in good standing may place in nomination from the floor any other member in good standing for any office, provided he has the permission of the member being nominated and his consent to serve, if elected. All the provisions of Sections 2, 3 and 4 of this Article having been satisfied, the election of Officers and Directors will be held at the May meeting. Voting shall be by secret ballot only when nominations from the floor have been submitted and accepted by the Chairman. A majority of all votes cast shall decide the election. If no candidate receives a majority of the votes cast, the two candidates receiving the highest number of votes shall be the candidates in a second casting of ballots. The Officers and Director thus elected shall be installed at the June meeting of the Association.
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ARTICLE VII - DUTIES OF THE OFFICERS
It shall be the duty of the President to preside at all meetings of the membership, preserve order and supervise observance of the Constitution and by-laws. It shall be their further duty to appoint all committees and the Chaplain. The president shall be an Ex-Officio member of all committees and shall perform such other duties as ordinarily pertain to the office or are assigned to them by the Board of Directors. It shall be the duty of the First Vice-President to attend to the duties of the President in his/her absence and such other duties as shall be assigned to him/her by the President. The First Vice-President shall be Chairman of the Membership Committee. It shall be the duty of the second Vice-President to attend to the duties as shall be assigned to them by the President. The Second Vice-President shall be the Chairman of the Program committee. It shall be the duty of the Secretary to keep correct minutes of all proceeding at the meetings of the Association, to keep the records of the membership, record the attendance at meetings, send out all notices for the Association, and to perform all other duties pertaining to the office, or what might be assigned to them by the Board of Directors It shall be the duty of the Treasurer to collect and have custody of all funds and financial records of the Association, accounting for same at the request of the President or the Board of Directors. They shall pay all approved expenditures, prepare a monthly report to be filed with the secretary's minutes, and perform such duties as might be assigned to them by the Board of Directors. All funds of the Association shall be deposited in a bank approved by the Board at a regular meeting and all checks shall be signed by any two of the following officers: Treasurer, President or Secretary.
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ARTICLE VIII - PENALTIES
Any member who refuses, or neglects, to pay an indebtedness due the Association within ninety (90) days from the due date shall be automatically suspended and the Treasurer shall send written confirmation of the automatic suspension to said member. If the default is not corrected within thirty (30) days thereafter said member should be automatically dropped from the membership rolls, unless the Board of Directors shall take contrary action.
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ARTICLE IX - RESOLUTIONS AND SUBSCRIPTIONS
No resolution or motion to commit this Association to any matter shall be considered same and make their recommendation. Such matters, if offered at a regular meeting of the Association, shall be referred to the Board of Directors. No person or organization shall be permitted to appeal to the membership for funds for any purpose at a regular Association meeting. It is required that individuals or organizations shall make their appeal individually to the members at their respective business offices. A majority of the votes cast at any regular or special meeting shall determine the decision on any matters brought to a vote. The fiscal year of the Smyrna Business Association, Inc. shall be from July 1 through June 30. All active committees shall hold one meeting per month and may hold special meetings at the call of the Chairman of said Committee. A majority of the members present of any Committee shall constitute a quorum for the transaction of the business at the committee meeting. With respect to any Committee or any action by the Board of Directors, a quorum shall constitute fifty-one percent (51%) of the sitting Board, or fifty-one percent (51%) of the members of a Committee.
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ARTICLE X - AMENDMENTS AND RULES OF ORDER
The by-laws and Constitution may be amended at any regular or special meeting of the Association by a majority vote of the members present, provided that the Secretary shall have mailed to each member of the Association a copy of such proposed amendment at least ten (10) days before the date the amendment is to be voted upon.