BYLAWS OF THE
Williamsburg Business Alliance
Article I – Name
Section
I. Name: The name of the
organization shall be Williamsburg Business Alliance, also referred to as the
WBA.
Article II – Objective
Section
I. Purpose: The WBA will serve as a not-for-profit
organization with the purpose of providing a framework and environment for
local business owners, employees of businesses, and relevant entities to
promote, refer, and develop business and personal relationships.
Section II.
Participation: The WBA will
not discriminate or allow membership to those that practice discriminatory
practices. The WBA offers membership to
any and all local businesses or employees of local businesses but reserves the
right to restrict membership to any business or organization not properly
licensed to do business in the State of Virginia
or that is deemed not to withhold the ethical standards of the WBA.
Article III – Membership
Section
I. Classes of Membership: The WBA shall be comprised of primarily
businesses from the Greater Williamsburg Area, either based in the area or with
employees operating in the area. Upon
completion of an application (to include references), payment of dues, and
approval by the Board of Directors, the new member will have full rights of membership.
Article IV – Member Dues (See addendum)
Section
I. Membership Dues: Membership dues are to be reviewed and
assessed by the Board of Directors based on need to fund ongoing operations of
the WBA. Any changes to the dues will be
documented as an “Addendum to BYLAWS”, dated, and ratified by the Board. Membership Dues initially will be as follows
until updated as directed above:
Business
(Individual) - $50.00
Company (up
to 3) - $100.00
Company (up
to 10) - $250.00
Section II. Payment of Dues: Dues are paid annually. New member dues will be prorated so all
member dues are collected on the same due date yearly. A member has up to a maximum of 31 days past
the date due to pay dues or their membership will be terminated along with all
membership benefits.
Section III.
Membership Types: There are
three distinct classes of membership designed to accommodate different business
sizes and types. (1) Business
(Individual) memberships are for businesses with the need to only have one
member attend or participate in WBA functions with the membership being owned
by the individual. (2) Company (up to 3)
memberships allow up to 3 members to attend WBA function on behalf of that
company. The membership is the property
of the company who can assign participants.
(3) Company (up to 10) memberships allow up to 10 members to attend WBA
functions on behalf of that company. The
membership is the property of the company who can assign participants. Any participants above the membership
allowance will be treated as guests and pay to participate as any guest
would. Any additional membership
requirements will be addressed by the Board on a case-by-case basis.
Section IV. Membership Participation: Members are eligible to participate in all
WBA functions as sponsors, exhibitors, organizers or participants. Participation in WBA events may require an
additional fee depending on the event.
Additional fees may be required due to the level of exclusivity of your
participation and exposure this may provide to your organization. Members have the right to be considered for
positions on the Advisory Board or as an Officer of the WBA. To be considered, please contact any member of
the Board of Directors and they will direct you to the Nomination Committee for
consideration. Members who would like to
get involved in growing or improving the WBA but not joining the Board of
Directors can participate in any of the various committees to include, but not
limited to, Membership, Nominating, Events / Functions, or other as needed to conduct
WBA business.
Article V – Leadership of WBA
Section
I. – Officers: The leadership and day to day management will
be conducted by the officers of the WBA.
The officers will consist of, in order of authority, the President, 1st
Vice President, 2nd Vice President, Treasurer, and Secretary. The President has the authority to act on the
behalf of the membership to conduct the WBA functions, events, or directives
from the Board of Directors. To this
end, the President has the authority to assign duties and authority to the Vice
Presidents’, create committees to organize events, functions, or special task
as needed. The Treasurers
responsibilities and duties are independent from the authority of the President
except as directed by the Board of Directors.
The Treasurer is responsible to maintain basic accounting of all WBA
funds received and allocated. The
Treasurer will present a general accounting to the Board of Directors on a
monthly basis and provide financial reports as needed to the President or Board
of Directors as needed. The Treasurer is
responsible for ensuring WBA monies are used solely for WBA purposes, never
comingled with other funds, that payments are made for legitimate WBA purposes,
and payments are made in a timely fashion to service providers. The Secretary is responsible for attending
all Board of Director meetings and providing minutes for each meeting. The minutes should consist of major topics,
votes, directives, or general information pertinent to WBA business. The Secretary receives direction from the
President for additional duties. The
Secretary shall provide a copy of the minute to all Board Members within a
reasonable time frame to be established and dictated by the Board. The term for all positions will be 1
year. This does not exclude Officers
from serving more than one term.
Section II. – Advisory Board: The Advisory Board will consist, excluding
the initial board, of prior Officers.
Officers typically will move to the Advisory Board after serving their
term as an officer. The term for
Advisory Board Members will be 1 year but this does not limit an Advisory Board
Member from serving more than one year if the Board of Directors approves of an
additional term by majority vote. If an
officer does not transition to the Advisory Board for any reason then the Board
of Directors can ask for nominations and vote to fill the positions. The Advisory Board along with the Officers
comprises the Board of Directors. The
Advisory Board is responsible for assisting the Officers in developing the
direction and management of the WBA. The
Advisory Board is to be a sounding board for the Officers and Membership to
create the direction of the WBA and provide continuity for new Officers coming
into their positions. Advisory Board
Members have a full vote on all matters that come before the Board of
Directors.
Section III. – Board of Directors: The Board of Directors set the direction and
tone for the organization. Any changes
to the Bylaws, Dues, WBA structure, WBA procedures, or decisions outside the
scope of the Officer’s authority must be brought in front of the Board of
Directors for a vote. To have a vote
there must be a quorum to consist of at least 6 Members with a majority vote to
carry a motion. The Board of Directors
will consist of 5 Officers and 5 Advisory Board Members. If less than 6 Board Members are in
attendance then no votes can occur. The
Board will meet at least once per month to carry out the business of the WBA. If any situation should arise to the abilities
of an Officer or Advisory Board Member to fulfill there duties for any
circumstance, the remaining Board of Directors can remove, with a majority
vote, that Officer or Advisory Board
Member from their position and appoint a temporary replacement until the
Nominating Committee can find a suitable replacement. In addition, any Officer, Advisory Board
Member, or general member who commits a crime, violates the membership rules,
or is not a member in good standing can be removed voluntarily or involuntarily
from the WBA with a majority vote from the Board of Directors.
Section IV. – Duties of Officers:
President: The
President shall be a member of the Board of Directors and preside at all
meetings of the Board of Directors and membership meetings. The President sets the meeting agenda,
supervises or delegates the supervision of volunteers and other officers and
may call special meetings as needed. The
President is an ex-officio member of all committees, and shall have equal vote
on matters headed by committees. The
President can request special elections of the Board of Directors as needed to
fill any vacancies on the Advisory Board or Officers.
First Vice President:
The First Vice President shall act in the absence of the President and
perform other duties as assigned by the President and the Board of Directors.
Second Vice President: The Second Vice President shall perform
duties as assigned by the President and the Board of Directors.
Secretary: The
Secretary shall perform all duties as general usage of the title would
indicate, and such as required by law, and such as may be assigned to him/her
by the President and the Board of Directors.
The Secretary’s principle function shall be to disseminate the agenda
and provide minutes of all meetings and maintain the official records of the
WBA meetings.
Treasurer: The
Treasurer oversees the receiving and disbursing of the funds of the WBA. The Treasurer shall provide monthly reports
with supporting documentation to the Board of Directors at the monthly meeting. The Treasurer is responsible for keeping said
funds secure by means of deposit in a FDIC insured banking institution. The Treasurer can only disburse funds as
approved by budget mandated by the Board of Directors. The timing and nature of disbursements will
be dictated by the President.
Article VI – Committees
Committees made up of membership and directed by an assigned
Officer or Advisory Board member will play an important role in the development
of the organization. Committees will be
assigned specific task, a budget as required, and specific authority by the
Board of Directors or the President of the WBA.
The President has the authority to create and disband committees as
needed and can assign specific duties up to his/her level of authority. The Nominating Committee and Membership
Committee will be perpetual committees provided explicit task.
Membership Committee:
The Membership Committee will consist of at least one Officer or
Advisory Board Member as chair. The
committee will be tasked with the recruitment of new members, maintaining
literature and application for the organization, and acting as ambassadors for
our organization. Membership will
maintain detailed list of members and their renewals to facilitate retention of
membership. Additional duties may be
assigned by the President and the Board of Directors.
Nominating Committee:
The Nominating Committee will consist of at least on Officer or Advisory
Board Member as chair with two additional non-board members. The committee will be responsible for
notifying the entire organization of any openings for Officers in the hope
multiple members will put their name in for consideration. Of the nomination request, the Nominating
Committee will select a “slate” of candidates with alternates as needed to the
Board of Directors for a vote. The Board
reserves the right to accept the “slate” in its entirety or partially”. Upon selection, the “slate” of candidates
will be ratified by the membership at an assigned and advertised Membership
Meeting open only to members. Once
ratified the new Officers will take their positions at the end of the current
officer’s term. The process of
soliciting nominees should begin 60 days prior to the end of an officer’s term
or at the first available opportunity if a position becomes vacant for any
reason. The selection of the Officer or
Advisory Board Member to lead this committee will be approved by majority vote
of the Board of Directors. The
Nominating Committee is activated by a vacancy of an Officer position or the
time limit of 60 days prior to the end of an officer’s term. As needed, the President and/or Board of
Directors can call for a special nomination as needed for any reason. The Nominating Committee will only appoint
person to fill the First Vice President, Second Vice President, Treasurer, and
Secretary positions only. The
President’s position is filled by elevation of the current First Vice President
to the position of President. If the
First Vice President chooses not to take the position then the current
President or Board of Directors can call for a special nomination for the
Presidents position to be added to the “slate” of candidates.
Article VII – Succession
Section
I. – Officers: All officers serve for a 1 year term and upon
conclusion of this term move to the Advisory Board, accept the First Vice
President, and then selects one additional person to serve as the fifth
member. If the First Vice President
chooses to move to the Advisory Board instead of moving to the Presidents
position then this will not be necessary.
If any officers choose not to move to the Advisory Board, then it will
be the task of the outgoing Advisory Board to select a replacement. The out going Advisory Board will have
concluded their service at the end of their term but are not excluded from
being requested to fill any openings within the Officers or Advisory Board with
approval from the current Board of Directors.
Section II. – Continuity: It is the intent of this process to surround
incoming officers with out going officers (new advisory board) to assist with
the transition. This new Board of
Directors consisting of new officers and past officers will ensure the direction,
goals, and practices of the WBA make a smooth transition.
Article VIII – Membership Meetings
Section
I. – Annual Meeting: The Board of Directors is responsible for
calling an Annual Membership meeting for Members Only to disclose the Fiscal
Year End budget, hold a vote to ratify the incoming Officer Slate, and review the
budget for the coming year. All should
be provided in writing and allow for discussion by all members at this meeting.
Section II. – Regular Meetings: The Board of Directors will meet on a regular
interval of once per month or additional as needed to conduct the business of
the WBA. These meetings can be open to
general membership at the discretion of the Board of Directors.
Section III.
– Voting / Meetings: The Board of
Directors can call for special meetings as needed to present specific items to
the membership for vote. If such
meetings occur and votes are tallied, each member is entitled to one equal
vote. It is understood that any vote
presented to membership for vote is binding and the Board of Directors is
tasked with fulfilling the resulting decision on behalf of the membership.
Addendum To Bylaws
Effective March 1, 2010, Membership dues are changed from an
annual schedule (see Article IV) to a single payment of $25.00, entitling new businesses
to lifetime membership.