Carolinas-Virginia Business Brokers Association, Inc.
1. ORGANIZATION
The name of the Association shall be Carolinas-Virginia Business Brokers Association, Inc., hereinafter called the “Association” or “CVBBA,” and will have its principal office in the state of North Carolina. The Executive Committee may change the principal office from one location to another within the state of North Carolina and such change will not be deemed an amendment to these Bylaws.
2. OBJECTIVES AND PURPOSE
The objectives and purpose of the Association, Affiliate of the International Business Brokers Association (IBBA), shall be to promote knowledge of and interest in business brokerage via professional educational programs and objectives of The International Business Brokers Association (IBBA); to gain wider acceptance of business brokerage and administration as a profession, and to enhance the general well-being and mutual interests of its members and the business brokerage community.
3. MEMBERSHIP
REGULAR MEMBER – Regular Membership in the Association shall be open to any individual actively engaged or otherwise interested in the business brokerage profession. Upon application and payment of dues as prescribed in the Bylaws of the corporation, all Regular Members are entitled to participate in the election of the Board of Directors of the Corporation.
AFFILIATE MEMBER – A professional or an organization whose business is related to the transfer of businesses from seller to purchaser. The classification may include, but is not limited to, attorneys, accountants, title companies, lending institutions, business appraisers, associations, franchisors, etc. Affiliate Members will not have voting representation in the Association, but will be entitled to attend meetings of the Association. The Affiliate Member will have the right to receive all the services and information available to active Members on payment of the applicable fees. Dues shall be established annually by the Board of Directors.
A. Application for Membership
Applications must be submitted to the Secretary of the Association on a form authorized by the Association. Upon acceptance and approval by the Association, the individual will immediately become a member of the Association upon payment of the appropriate dues.
B. Dues
The Board of Directors shall establish dues for the various classes of membership on a fair and equitable basis; the dues scheduled shall be published. Members who fail to pay their dues within 45 days from the time they become due shall be given written notice that they are suspended from membership. Members who fail to pay their dues and assessments before the 30 day period of suspension ends shall be without further notice dropped from membership and forfeit all rights and privileges of membership, provided however, that the Board of Directors may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges at the member’s request and for good cause shown.
4. BOARD OF DIRECTORS
A. Power Vested in the Board
Subject to any limitations contained in the Bylaws, the policies and affairs of the Association shall be controlled by its nine (9) member Board of Directors.
The Board of Directors will serve without compensation, but will be reimbursed for out-of-pocket expenses with the approval of the Treasurer.
B. Director Vacancies
Vacancies occurring in the Board of Directors shall be appointed by the Board of Directors or a designate approved by the Board until the next annual meeting.
C. Election and Term of Office
The Board of Directors will consist of nine (9) Members, including not more than three (3) Affiliate Members. Three (3) Directors shall be elected annually to a three (3) year term by the Regular Members prior to the Annual Meeting of the Association and shall replace those Directors whose terms expired. Up to one (1) of the three (3) Directors elected annually may be an Affiliate Member. The Annual Meeting shall be held no later than September 30 of each year at such date, time and place as determined by the Board of Directors. No Director shall serve more than two consecutive terms, including the filling of an unexpired term.
D. Balloting
Balloting will be conducted by mail, email or facsimile. The Board of Director’s Secretary must submit by mail or e-mail to the address of record for each eligible voting member the list of nominees, using standard format and information for each nominee and one ballot form (standard format and form approved by the Board of Directors) at least fifteen (15) days prior to the scheduled date of the Annual Meeting. The Secretary shall receive votes until the 5th day prior to the date of the Annual Meeting, posting to the Association’s Web site the outcome of the election no later than 2 days prior to the date of the Annual Meeting. In the case of a tie, the deciding vote cast between the two nominees shall be the result of a special election, conducted by the Secretary during the Business Session, at the Annual Meeting by the majority of those Regular Members present and voting.
5. OFFICERS AND ELECTIONS
A. Officers
The Officers of the Association shall consist of a PRESIDENT, VICE PRESIDENT (PRESIDENT-ELECT), SECRETARY, TREASURER, AND PAST-PRESIDENT. All of the officers except Past President shall be elected by the Board of Directors from among its members at the Annual Meeting of the Board of Directors and shall hold office for the term of one year or until their successors shall be chosen. No member may serve in the capacity of President or Vice President (President-Elect) unless he/she has previously served on the Board of Directors with the exception of the first year of the organization wherein the initial officers shall not be subject to such requirement.
B. Duties
PRESIDENT
The duties of the PRESIDENT shall be to preside at all meetings of the Association. The President shall also act as Chairperson of the Board of Directors and preside at the board meetings. The President shall be ex-officio member of all standing committees. The President shall also generally act as Chief Executive Officer unless another is appointed to this position.
VICE PRESIDENT(S)
The Vice President(s) shall act as President in his / her absence and perform other duties as assigned by the President.
SECRETARY
The Secretary will be the custodian of all records and Bylaws. He/she will insure proper recording of all decisions and actions of the Board, and keep a book of minutes of all meetings of the Board of Directors and the Annual Meeting.
TREASURER
The Treasurer shall maintain the standards and methods held in all financial records for the Association and have the care, custody, and responsibility for all funds and property of the Association. The Treasurer shall render a statement of the condition of the finances of the Association at each meeting of the Board of Directors, and at such other times as may be required including the Annual Meeting.
PAST PRESIDENT
The Past President shall be that individual who immediately precedes the current President and who is also a member of the Association in good standing.
6. REMOVAL & RESIGNATION
Any officer may be removed by a two-thirds (2/3) vote of the Association Board of Directors at any regular or special meeting. If any officers are removed by the Association Board of Directors, new officers may be elected at the same meeting. Any officer may resign at any time by giving written notice to the Association Board of Directors or to the President or Secretary of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.
7. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by a majority vote of the Association Board of Directors for the unexpired portion of the term.
8. EXECUTIVE COMMITTEE
The Executive Committee shall consist of the President, Past President, Vice President, Secretary and Treasurer and any other members so chosen by the Board. The Committee shall act with specific authority to conduct the business of the Association between meetings of the Board.
9. LIABILITY
Neither the Board Members, members nor their respective companies will be held personally or corporately liable for the debts, liabilities, obligations or activities of the Association. No Board Member, committee, or any member will incur any financial obligation to the Association without authorization from the Board of Directors.
10. BONDING
All financial officers and employees (if any) may be bonded at the expense of the Association in such amounts as directed by the Board of Directors.
11. BYLAWS
The Board of Directors shall compile and publish Bylaws as may be required from time to time.
12. BUDGET
The Finance Committee of the Board of Directors shall propose a budget for consideration by the Board in the fourth quarter of the fiscal year of the Association. The Board shall act on the budget at that meeting.
13. DEPOSITS
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
14. NOMINATIONS
At least three months prior to the Annual Meeting, the President shall appoint a Nominating Committee, subject to the approval of the Board of Directors, whose duty will be to select a nominee for each Director and to make such communications to the Secretary and to the membership of the Association at least 45 days prior to and at the Annual Meeting. Independent nominations from the membership for Directors may also be made if received by the Secretary at least 20 days prior to the Annual Meeting. Independent nominations from the membership of the Association for the Directors, if in the hand of the Secretary, will be communicated to the membership of the Association in the same manner and at the same time as those nominated by the Nominating Committee. If the independent nomination is received by the Secretary at least 20 days prior to the Annual Meeting, but after the membership of the Association has been duly notified of those nominated by the Nominating Committee, same independent nomination shall be communicated in equal manner by the Secretary to the membership of the Association at least 20 days prior to and at the Annual Meeting. To be nominated the nominator must first gain permission from the prospective nominee before placing the prospective nominee’s name with the Secretary as a nominee.
15. COMMUNICATIONS EQUIPMENT
Meetings of the members may be held though the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person(s) so participating.
16. BOARD MEETINGS
The Board of Directors shall meet at least 4 times a year. A majority of the whole Board shall constitute a quorum at any meeting of the Board; any less number may adjourn from time to time until a quorum is present.
17. COMMITTEES
The purpose of any committees shall be to bring together people with interest in a common function. The Board of Directors may from time-to-time commission committees, both standing and special, of members to undertake actions agreed by the Board. All committee Chairpersons will be appointed by the President and their term of office will not exceed the tenure of the President. The President will serve as an ex-officio member of any committee. No committee will incur any financial obligation to the Association without authorization from the Board of Directors. Standing Committees shall be provided for in the Bylaws. Brief and accurate minutes of all committee meetings will be promptly furnished to the Board of Directors. Recommendations and requests of committees will be subject to approval by the Board of Directors. Each Committee shall have a charter and may adopt rules and guidelines for its own governance not inconsistent with these Bylaws or with the rules and guidelines adopted by the Board of Directors.
18. FISCAL YEAR
The year for fiscal purpose, dues and budgets shall commence on the first day of January and end on the 31st day of December. The year for holding all offices, whether elected or appointed, shall commence on the first day of January and end on the 31st day of December.
19. CONDUCT OF MEETINGS
Robert’s Rules of Order will govern the conduct at all meetings not otherwise inconsistent with these Bylaws.
20. AMENDMENTS
These Bylaws may be amended at a regular or special meeting by a majority vote of the voting members present in person or by proxy, provided that due notice of the proposal to amend shall have been submitted to the entire membership at least 30 days prior to the date of the meeting or by mail ballot. If submitted to the voting members by mail, facsimile, or any other means of electronic or telephone transmission, notice of the proposed amendment shall be submitted to the entire membership, but only voting members shall receive ballots which must be returned within 30 days of the postmark date of the notice of amendment in order to be counted. A proposed amendment must receive a majority of the votes cast to be approved, provided, however not less than two-thirds (2/3) of the voting members must cast ballots to constitute a valid election.
21. INDEMNIFICATION
The Association shall indemnify any and all of its current or former officers, directors, committee members, staff, and agents against expenses, judgments, decrees, fines, penalties and amounts paid in defense or settlement of pending or threatened civil or criminal proceedings or other claims in which they or any of them are made parties to in connection with or related to their being or having been officers, directors, committee members, agents or staff to the full extent permitted by law.
22. INSURANCE
The Association may purchase and maintain insurance on behalf of the Association and any person who is or was serving the Association as an officer, director, committee member, or agent against any liability asserted against the Association or such persons in connection with or related to matters whether or not the Association would have the power to indemnify such person(s) against such liability.
23. CODE OF ETHICS
The Association shall maintain and adhere to a Code of Ethics as amended from time to time by a two-thirds majority vote of the Association Board of Directors.
24. DISSOLUTION AND DISTRIBUTION OF ASSETS
The Association will remain in existence until such time as two-thirds of its active membership petition in writing to dissolve it. The Association shall use its funds and assets only to accomplish the objects and purposes specified in these Bylaws and no part of said funds and assets shall inure or be distributed to the members of the Association. On dissolution, any funds or assets remaining after payment of the Association’s obligations shall be distributed to one or more regularly organized or qualified charitable, educational, scientific or philanthropic organizations or business organizations to be selected by the Board of Directors.
AMENDMENTS
Date
Bylaws Approved 03.10.04
Amended June 30, 2006
Amended July 25, 2007
Amended August 10, 2015