BYLAWS of DBA Networking
(A Corporation Not for Profit)
1. The Name of the organization shall be “DBA Networking” (hereinafter “the Club”), and it is to be located in Palm Beach County, Florida.
2. The objectives of the Club shall be to:
- Promote the general welfare of the community through business activities and by disseminating business of value to the community.
- Promote and further the mutual business interests and welfare of its members.
- Promote and foster the spirit of fellowship among its members.
1. Membership shall be composed of persons or firms, each representing a different category of a business or professional activity. Members may join either as an owner or as the principal of a firm or company or as a manager.
2. Membership shall be held by business category, not by industry or profession and no membership can be for more than one category. If a member’s activities are in more than one category, then the member shall designate the one category under which membership is to be held. Any conflict shall be resolved by a majority vote of the Board of Directors.
3. There shall be no competition between the designated or main activities of members. However, a conflict between the designated activity of a member and a secondary or undesignated activity of another member is permissible.
4. Membership is limited to owners, part-owners, executive officers or managers of a firm with which a member devotes at least fifty percent of his time, unless an exception is made by the Board of Directors.
5. The procedure for membership shall be as follows:
- Any member may sponsor a prospective member.
- Prospective members must attend a breakfast and state their intention to join the Club.
- The sponsoring member shall provide the candidate with an application form, together with a copy of the Bylaws so that’s/he will understand the purposes of, and his/her obligations to, the Club. The membership application, together with an initiation check, shall then be presented to the Membership Chairperson. The Membership Chairperson, to the extent practicable, will then examine the applicant’s personal and business reputation, the quality of goods or services, and the prospective member’s compatibility with the membership. The Membership Chairperson will then make its recommendation to the Board of Directors, whose decision shall be announced to the membership.
- Any objection to the prospective member shall be registered privately with the Membership Chairperson within seven (7) days of the prospective member’s announcement. The objecting member shall have the opportunity to address the Board of Directors as to the reasons for any objection. This objection will then be considered and ruled upon by the Board of Directors.
- If there is no objection to the prospect, the Membership Chairperson will communicate with the new member, welcoming him/her to the Club.
6 A membership shall have no monetary value and is not assignable or transferable, nor can it be deemed to create a vested right. Membership is at sufferance, the Club having the right to admit or expel members as it deems fit in accordance with these Bylaws.
7 A member may appoint an alternate from his/her firm who may attend meetings and visitations with the member or represent him in his/her absence. An alternate must fulfill the same general requirements as a member.
8 Admission to membership shall make it obligatory upon the member to fulfill the requirements and toConform to the rules expressed in these Bylaws or otherwise as may be adopted by the Club.
1. Members and/or alternates shall be required to attend all weekly breakfast meetings and all visitations.
2. If a member is absent without excuse (i.e., without notice to a member of the Board) for two (2) consecutive breakfasts, Craft Talks or Visitations, that member’s category shall be considered open to additional membership.
3. The Members of the Club and guests visit the member’s place of business, home or other suitable location on the evening of the day of his/her Craft Talk. This Visitation acts as the second half of the Craft Talk and further familiarizes the membership with the host member’s business or service. Refreshments are usually served at a Visitation.
4. Visitations are not limited to the membership of the Club. The host member may invite whomever s/he pleases, including spouses.
5. Members shall familiarize themselves with the business of fellow members in order to recognize opportunities for helping them with respect to business opportunities. Members shall give preference to fellow members’ goods and services whenever possible and recommend fellow members to business associates, friends, etc.
6. Members shall solicit the assistance of their associates, employees, and friends toward the above stated end and should also act promptly and pass on any useful information received.
7. All members shall conduct their business or profession according to the highest standards so that they will be a credit to the Club, and they shall make every effort to make the Club a familiar and respected name in the community.
1. There shall be an Initial Fee for each new member; payable upon admission in such amount as may be determined by the Board from time to time.
2. Each member shall pay quarterly dues. This will entitle the member to one breakfast at each regular breakfast meeting for the member or alternate, but not both. Dues and charges for each quarter will be billed and payable within thirty (30) days. Dues not paid within thirty days means automatic suspension of the member, opening the member’s category.
3. If both a member and his/her alternate attend the breakfast, there will be an assessed charge for the cost of the additional breakfast(s).
4. There will be no credit for breakfasts not attended.
5. If a member should decide to resign from the Club, the member may do so by writing a letter to the Membership Chairperson indicating the intention and attaching to this letter a check for dues up to and including the month of resignation.
6. The amounts of dues, fees, and charges may be changed by action of the Board of Directors.
1. The Board of Directors may cancel a membership, or expel a member for failure to abide by the Bylaws of the Club, the reasons previously stated, as well as in cases of actions considered to be contrary to the aims and standards of this Club, or when the Board deems it to be in the best interests of the Club and its members.
2. Prior to any action on expulsion, the Board shall inform the member of the charges or reasons for the contemplated action and shall give the member a specified time in which to correct the situation.
3. If the situation remains uncorrected, cancellation or expulsion will be effected by a majority vote of the Board of Directors.
4. After such action by the Board, all titles, interests, and privileges of that member n the Club shall automatically cease.
5. Membership in this Club is conditioned, among other things, upon the fact that no member shall have any right of action against the Club or any Officer, Director, Committee Member, member or employee in consequence of any action permitted by these Bylaws.
6. There will be no refunds to a member on termination of membership.
7. When a membership is terminated, the category of business that was represented by that firm or individual becomes open and may be filled at any time by a new membership in that category.
1. The affairs, business and property of the Club shall be managed by a Board of Directors. The Board shall consist of five (5) members, including four (4) elected Directors and the President.
2. The President shall conduct the meetings of the Club and its Board; and shall perform such other duties as the Board may prescribe.
3. The Vice President shall assist the President, act for the President in his/her absence, and perform such other duties as the Board may prescribe.
4. The Secretary shall keep any necessary records and perform such other duties as the Board may prescribe.
6. All Officers shall be members. Alternates are not eligible to hold any office.
1. Election of the President and Directors shall take place at the first meeting in December and the new President and Directors shall hold office beginning with the first meeting in January.
2. Members of the Board of Directors shall serve for two (2) years. Two new members will be elected each year.
3. Any member in good standing and with good attendance shall be eligible for any elective position, except as stated above. However, when assuming the obligation of an office, a member will be required to perform the duties of that office.
4. The procedure for elections shall be as follows:
- Three weeks prior to the first breakfast meeting in December, a Nominating Committee consisting of the Membership Chairperson and two other Club members shall prepare a list of eligible members and select a slate of members for open Board positions.
- On the day of the election, nominations will be accepted from the floor.
- Also at the first meeting after the new Board of Directors is elected, the new Board will meet and appoint the officers. All Board members are expected to serve in some official capacity.
5. Any vacancy among the Directors will be filled by an alternate approved by the Board. In the event the vacancy represents an Officer, the Board of Directors will decide the new member’s title.
6. All elections, regular or special, shall be by vote of the majority, and any irregularity on a ballot shall make it void.
1. The Board or the President may at any time appoint special committees for any purpose, such as:
- To investigate any irregularities or complaints involving members or their activities.
- To plan special programs for meetings with outside speakers or public figures.
- To plan social activities.
- To solve any pressing problems.
2. Meetings of the Board of Directors shall be held at the call of the President. Two consecutive absences without good cause will justify a Board Member’s replacement. Action by the Board will be by a majority vote.
3. A quorum for the transaction of business at any meeting of the Board or of the membership shall be a simple majority of the total membership of each body.
1. No member, alternate, or employee shall incur any debt to the Club unless he has the authority of the Board to do so.
2. Roberts Rules of Order shall apply for operations or procedures not covered by these Bylaws.
3. These Bylaws may be amended by the Board of Directors by a majority vote.