TBA Bylaws

Bylaws of Trinity Business Association (TBA)

Article I – Name and Purpose

Section 1 – Name: The name of the organization shall be Trinity Business Association. It shall be a corporation, not-for-profit, under the laws of the State of Florida.

Section 2 – Mission Statement: TBA works to promote and expand business opportunities and build community support for those living and working in the Trinity, Florida area through the activities and leadership of its members.

The Principles of Trinity Business Association:

  1. Build a network of proven professionals of diverse age, race, gender, education and experience, which will promote new opportunities for members’ businesses to prosper.
  2. Provide a unified and powerful voice that will enable TBA to have an active role in shaping the business environment in our community.
  3. Take responsibility for making our community a better place to live and work by involving ourselves in different charitable functions.

Article II – Membership

Section 1 – Eligibility for membership:

  1. Prospective members must submit one references and a current copy of an appropriate business license where applicable.
  2. Membership consists of one member with the ability to send an alternate in their place to represent said member if unable to attend a meeting.
  3. Member alternates must be actively involved at the member’s place of business and be able to professionally represent a member in their absence. If a Member does not have an active business partner or partners or employee(s), requested alternates will require Board approval. Member and a primary alternate must be designated at time of submission of Membership Form.
  4. Membership is non-transferable.
  5. The Membership chair will be responsible for checking references and licenses to verify new member viability before presenting new member application to the Board.
  6. Prospective new members must first be approved by the Board of Directors and then Membership through an email notification from Membership Chair.
  7. All current members will be grandfathered in.

Section 2 – Financial Commitment of Members:

Members are required to pay annual dues by the 2nd Wednesday in January. Food and Beverage charges billable on a quarterly basis.  Members may also be required to pay miscellaneous fees related directly to TBA. These fees may include, but are not limited to, marketing, web site, open house, business expos, and licenses, registration and insurance where applicable.

Section 3 – Rights of member

Each membership is granted one vote.

Leave of Absence – A personal leave of absence may be granted by the Board for up to six consecutive meetings. It is at the Board discretion to extend the leave or terminate the membership after six meetings.

If a member changes business category due to new employment, the member must reapply under that new category. If the category is full, membership will be rejected. If an available slot in a category, membership is automatically accepted.

Section 4 – Resignation and termination: Any member may resign but does not relieve a member of unpaid dues, or other charges previously accrued. The resignation must be submitted in writing to the secretary. A member can have their membership terminated by a quorum vote from the Board of Directors deemed by the Board of Directors for but not limited to misconduct, professional or personal ethics, or any violation of the TBA Bylaws.

Section 5 – Membership Requirements:

Members must maintain a high standard of business ethics.

Attendance – Active membership is required. Members and/or Alternates representing Member must attend no less than three out of six scheduled quarterly meetings or events scheduled on meeting dates.

Section 6 – New Member Process:

Prospective member must meet and agree to all membership criteria.

Each member will receive a copy of the bylaws and must sign acknowledgment of such bylaws.

Prospective Membership Period – prospective member must attend a minimum of two out of three meetings before submitting application. Once completed, the Board will then vote on the membership to TBA and if accepted that member will be presented by the Membership Chair to the General Membership by email.

While a prospective member, payment of room/food dues is payable to TBA at each meeting attended.

Upon approval, the annual membership dues, food/room dues, and any other approved fees are immediately payable to TBA.

It is the member’s responsibility to provide all required information to be placed on the TBA web site.

Section 7 – Honorary Membership: The nominee must be someone who is highly regarded and is an outstanding member in the community. This membership shall be exercised only in exceptional cases to recognize an individual with a value-added service in promoting TBA within the community. Honorary Members will have no vote. This membership shall be reviewed and approved annually by the Outgoing Board. Honorary Members are welcome to attend our meetings but will be obligated to pay for meals.

Article III – Meetings of Members

Section 1 – Regular meetings: Regular meetings are to be held on the first Wednesday of each month and are to start at 6:00pm and run end at 7:30pm.

Section 2 – Meeting structure: At the discretion of the Board, a majority of the meetings shall be for member presentations and networking time. With Board approval, meetings may also consist of guest speakers, open houses or special events.

Article IV – Board of Directors

Section 1 – Board role and size: The Board of Directors will maintain the rules of the Trinity Business Association Bylaws and Articles of Incorporation. The Board is responsible for overall policy and direction of TBA as stated in the bylaws. The Board of Director consists of: Executive Officers – President, Vice President, Secretary, Treasurer and Board Advisor*. The Board Chairs consist of Committee Chairs for: Membership, Marketing, Charitable, and Social. The Board may create sub-committees as needed in accordance with TBA bylaws.

*The Board Advisor will be filled by a majority vote of the Board of Directors from the current membership as long as they meet the requirements to serve in that capacity.

The criteria to serve as a Board member will include but is not limited to: The candidate/nominee must be a member of TBA, in good standing, for a minimum of one year, must accept the nomination and understand the commitment of serving as a Board member and/or Committee Chairperson. President and Vice President Nominees must have served a minimum of one full term on the Board in some other capacity. Exceptions to this may be made with the approval of the Board. The Board Advisor nominees must have served a minimum of one full term in the Office of President or Vice President. No spouses and/or relatives may serve on the Board simultaneously.

Section 2 – Terms: The Board of Directors shall serve a one-year term, but are eligible for re-election for up to three terms per office.

Section 3 – Meetings and notice: The Board shall meet as needed to conduct TBA business. Any Board member can call a Board meeting. A notice to all Board members is required with confirmation of notice. Business cannot be conducted unless a quorum of Board Members is present at a meeting.

Section 4 – Election procedures: Any member can nominate a qualified candidate to the slate to make a ballot. The Secretary is responsible for confirming validity of the votes and counting of the votes and to maintain the ballots and records of the election for six months. Valid votes are those received via email or hand delivered; one vote per membership. The two candidates with the most nominations to the same Board position and who accept same will be placed on the official ballot. A required minimum of 60% of the membership participation is required to qualify as an official election. 60% of those votes cast will determine the winner of a position.

Section 5 – During the election process, in the event that a board comes up incomplete according to the bylaws, which states that a total board is comprised of 9 people (executive officers & board chairs), it will be necessary and required that the positions become consolidated and the responsibilities be divided up among the members of the smaller board left up to the members of said board.

The executive officers and available board chairs will split the responsibilities of the remaining chair positions and/or will assign certain duties to committees when applicable or bring on new board members to fill said vacancies when volunteers become available during the year.

In the event that a willing board nominee doesn’t meet the existing standard criteria, it will be left up to the current year’s board members to decide if the nominee(s) will qualify for the proposed position(s) by majority vote.

Election Time Line:

On the first Wednesday in October – The President announces via email to all members that the Secretary is accepting nominations. The timeline and deadlines of the election process as set forth in the bylaws and a description of Board positions and responsibilities along with the criteria to serve as a Board member will be attached.

On the second Wednesday in October – The Secretary is to publish the ballot of nominations to Board positions via email to all members. A reminder to submit nominations, a timeline and deadlines of the election process as set forth in the bylaws, and description of Board positions and responsibilities along with the criteria to serve as a Board member will be attached.

On the third Wednesday in October – The Secretary is to republish the ballot with any additional nominations via email to all members and make available at the general meeting. At this meeting, each candidate/nominee will have the opportunity to speak to the membership regarding their qualifications for the elected position for which they have accepted the nomination.

On the fourth Wednesday in October – The Secretary is to publish the final ballot and accept votes on that ballot. All votes are to be in by the end of the day Sunday before first meeting in November. Voting should be available both on line and in person. All voting will be anonymous and remain confidential.

On the first Wednesday in November – Winners of the election are to be announced at the general meeting.

If a position(s) on the slate remains without a nominated candidate, the President appoints a Nomination Committee (NC) consisting of the President, two Board members, and two members which shall be responsible for nominating a slate of eligible prospective Board members. The NC will consist of only members and Board members not running for an open position.

Section 5 – Vacancies: When a vacancy on the Board of Directors exists mid-term, the secretary (and in the secretary’s vacancy the President) is to receive nominations for the vacancy(s) from the remaining Board members, with the exception of the vacancy of the President which is to be filled by the Vice President creating the vacancy of the Vice President position. The nominated person(s) are to be voted on by the remaining Board of Directors and are elected by a minimum of more than half of the remaining Board of Directors. The vacancies are to be filled within 30 days from vacancy except when vacancy is created in the last quarter of term which vacancy does not need to be filled but at the discretion of the Board. These vacancies will be filled only to the end of the particular Board members term.

Section 6 – Termination: A Board member may be terminated from the Board due to excess absences or other reasons in violation of the Bylaws of TBA. The termination is by a minimum of six votes by the Board of Directors.

Section 7 – Voting: The Board of Directors will maintain the rules of TBA. All items requiring a vote must be by a minimum of six votes. The Board will approve new members by a minimum of six votes.

Article V – Amendments

Section 1 – Amendments: These bylaws may be amended and ratified when necessary by two-thirds majority of membership. Proposed amendments must be submitted to the Secretary to be reviewed by the Board and voted on by membership.

Certification

The Board of Directors approved these bylaws by a vote of a minimum of six votes on September 10th, 2012.

Any further amendments are to be approved by the method in Article V, Section 1 of these bylaws.

 

Bylaws amended March 2014; Reviewed December 2015