PORTSMOUTH BUSINESS ASSOCIATION, INC. – BY-LAWS
(As Amended June 20, 2018)
ARTICLE 1 – Name
1. The name of this association shall be: Portsmouth Business Association, Inc. Herein after called the “Association”.
ARTICLE 2 – Purpose
1. The purpose of the Association is to contribute a positive business environment which will benefit both its membership and the community as a whole. This is accomplished through the promotion of an enhanced business climate which will both protect and encourage the development of a well-balanced retail, service and entertainment base to service the community as well as foster business to business relationships among its membership. These goals will be met through the monitoring of both state and local issues which affect business, providing a unified voice in regards to such issues. The Association will also work towards promoting its members through the use of co-operative advertising, publicity in local media and the sponsorship of special events and community donations.
ARTICLE 3 – Membership
1. Membership. Any individual, corporation or sole proprietorship who operates a business in the Town of Portsmouth is eligible to become a member of the Association with full voting and other privileges, or if qualified under such rules as the Membership Committee may provide with the approval of the Board of Directors.
2. Associate Membership. Non-Business Community Organizations or non-Portsmouth businesses who desire to support the Portsmouth Business Community may join the Association as Associate Members. Such members will have no voting privileges. Dues for Associate Members will be the same as dues for Regular Members.
3. Voting. Each paid membership shall be entitled to one vote in the affairs of the Association.
4. Duration of Membership. Membership in the Association may be terminated by voluntary withdrawal as herein provided. All rights, privileges and interest of a member in or to the Association shall cease on termination of membership. Membership shall be transferable upon change of ownership and approval of the Membership Committee. Any member may, by giving written notice of such intention, withdraw from membership. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal. A membership may be revoked by the Executive Board of Directors for non-payment of dues or for conduct unbecoming a member.
ARTICLE 4 – Dues
1. The annual dues required for membership in the Association shall be determined by vote of the Board of Directors upon recommendation of the Membership Committee. Dues will be based on the calendar year (January 1 through December 31) and will be the same for all members. Dues will be pro-rated by the calendar quarter for new membership approved during the year.
ARTICLE 5 – Meetings
1. Annual Meeting. There shall be an Annual Meeting as scheduled by the Board of Directors, for the purpose of election of officers, receiving reports and the transaction of other business. The Annual Meeting shall be open to all members in good standing. Notice of the Annual Meeting will be e-mailed by the Secretary to the last recorded e-mail address of each member at least 30 days prior to the date of the meeting. Members who desire to be notified by regular mail shall request that option in writing to the Secretary.
2. Quorum. Ten members in good standing shall constitute a quorum for the conduct of business at the Annual Meeting. If less than this number is present the presiding officer may adjourn from time to time until a quorum is present.
3. Order of Business. The order of business at the Annual Meeting shall be as follows:
1. Call to order.
2. Reading of minutes of previous meeting.
3. Report of the Treasurer.
4. Reading of communication received.
5. Reports of officers.
6. Reports of committee chairmen.
7. Unfinished business.
8. Election of officers.
9. New business.
4. Regular Meetings. Regular Meetings of the Association shall be held if required by the Board of Directors at a time and place set by the Board of Directors. The order of business shall be the same as at the Annual Meeting with the exception that Election of Officers shall be deleted from the agenda.
5. Special Meetings. Special meetings of the Association may be called at any time by the President, or in his absence, by the Vice-president or upon the written request of a majority of the Board of Directors or upon the written request of not less than 50% of the membership of the Association. Ten days written notice of any Special Meeting, and its purpose, must be given to the membership.
ARTICLE 6 – Officers
1. Officers. The Officers of this Association shall consist of the President, Vice-President, Secretary and Treasurer.
2. Terms of Office. The officers shall take office immediately upon their election. The President is eligible for re-election to a second one-year term. Upon completion of a second year term the President is not eligible for election to the office of President for a period of one year. Vacancies in any office will be filled for the unexpired term by the Board of Directors.
3. President. The President shall be the chief officer of the Association and preside over the Board of Directors. The President is an ex-officio member of all committees. The President shall communicate to the Association such matters and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office or as directed by the Board of Directors.
4. Vice President. The Vice-president shall perform all duties of the President during the absence of the President. The Secretary shall perform all duties of the President during the absence of both the President and Vice-president.
5. Treasurer The Treasurer shall keep an account of all monies received and expended for use of the Association and shall make disbursements authorized by the Board of Directors. All sums received shall be deposited by the treasurer in the bank or banks approved by the Board of Directors. The Treasurer shall make a report at regular meetings and at the Annual Meeting or when called upon by the President. Funds may be drawn on the signature of the Treasurer, President or First Vice-president. Checks in excess of $500.00 must have the signature of one other Officer in addition to the Treasurer. Any and all savings accounts will require two signatures for withdrawal of monies, which signatures shall be those of the Treasurer and President. The Treasurer shall establish a process of the collection of dues, and prepare an annual report of the transaction and condition of the Association.
6. Secretary. The Secretary shall perform such duties as may be defined by the Board of Directors. It shall be the duty of the Secretary to give notice of and attend all meetings of the Association and to make provision for the keeping of a record of proceedings. The Secretary shall prepare correspondence as is necessary as well as maintain a current list of members of the Association.
ARTICLE 7 Board of Directors
1. The Board of Directors shall be comprised eleven duly elected members. Two or three Board Members will be elected at the Annual Meeting to serve three year terms. The Board of Directors shall have supervision, control and direction of the affairs of the Association. The Board of Directors shall execute the policies, and decisions of the membership, shall actively pursue the Association’s objective and shall have discretion in the disbursement of funds. The Board of Directors may adopt such rules for the conduct of its business as shall be deemed advisable in the execution of specific problems or reports. A quorum for the conduct of business of the Board of Directors will consist of a minimum of six of the eleven members.
ARTICLE 8 – Elections
1. Officers. The election of Association officers shall take place annually at the time and place of the Annual Meeting. The Nominating Committee will present a slate of officers to the Board of Directors for the positions of President, Vice President, Secretary, Treasurer and expiring Members-at-Large. The Secretary will notify Association members of the proposed slate of officers, by electronic mail, not less than 30 days prior to the Annual Meeting. Additional nominations may be proposed from the floor at the Annual Meeting immediately after the report of the Nominating Committee is accepted.
ARTICLE 9 – Standing Committees
1. This Association shall have at least two standing committees: a Membership Committee and a Nominating Committee. Additional standing committees may be established from time to time by a vote of the Board of Directors. The President will appoint all committee chairpersons. Vacancies that occur on any will be appointed by the committee chairperson. The Association President will serve as an ex-officio member of all committees
2. Membership Committee. The Membership Committee shall consist of the chairperson and not less than four members from the general membership appointed by the chairperson. It shall be the responsibility of the Membership Committee to contact new businesses in the Town of Portsmouth in an effort to encourage membership in the Association and to advise the Board of Directors on all aspects of membership.
3. Nominating Committee. The Nominating Committee shall consist of five members of the Association; The Immediate Past President, two members from the Board of Directors and two members from the general membership exclusive of the Board of Directors or Membership Committee. It shall be the duty of the Nominating Committee to implement the provisions of Article 8, Section 1 of these by-laws.
ARTICLE 10 – Amendments
1. These by-laws may be amended, repealed, or altered, in whole or in part, by a two-thirds vote at the Annual Meeting or any specially called meeting provided 30 days prior notice of the proposed changes have been mailed to the membership.
ARTICLE 11 – Liabilities
1. Nothing, herein, shall constitute members of the Association as partners for any purpose. No member, officer, agent or employee shall be liable for the acts or failure to act of any other member, officer, agent or employee by liable for higher acts or failure to act under these by-laws, excepting only acts or omissions arising out of his/her willful misfeasance.
ARTICLE 12 – Funds
1. Finances. This Association is not intended as a profit-making organization, nor is it founded with the expectation of making a profit. This Association shall use its funds only for the objectives and purposes specified in these bylaws.
ARTICLE 13 – Insignia
1. The Board of Directors may adopt insignia, colors, badges and flags for the Association as it deems desirable.
ARTICLE 14 – Dissolution
1. The Association may be dissolved by the vote of 80% of its membership. In the event of dissolution, the property of the Association shall be distributed in accordance with Rhode Island General Law 7-6-50.