of the Southeast
The official name of this business association shall
be the Southeast Business Association (SEBA).
Section I. PURPOSES The
purpose of the association is to promote , encourage,
and foster the common business interest of new and
existing businesses in the Southeast Guilford County
community and surrounding areas, and provide recognition
to business owners who strive to achieve professional
competence in the community.
The purpose of the
association shall be:
1. To associate with other
business owners for the purpose of mutual advantage,
education, and cooperation.
2. To operate without
profit, and no part of the income of the association
shall ensure to the benefit of any individual member. 3.
To provide a platform from which the growth and
financial support of new and existing businesses in
Southeast Guilford County and the surrounding areas can
be encouraged. 4. To endorse the businesses within the
Southeast Guilford community and surrounding areas
through support and interaction by working hand-in-hand
with local civic groups and the community as a whole.
The association shall have no
right to exclude or attempt to exclude any firm or
individual from applying for membership.
decisions on membership eligibility shall be made solely
by the Executive Committee. By a simple majority vote of
the Executive Board, any membership/sponsorship may be
Section 2. COMPOSITION
An Executive Committee shall manage the affairs of the
association. The composition of the Committee shall
strive to give fair representation to all members. The
Committee shall consist of not less than three or more
than seven members. The offices of Secretary and
Treasurer may be combined and made the responsibility of
All officers shall be members in good
standing, and shall hold office for a two-year term.
Officers may serve no more that (2) two consecutive
terms in that position. The Executive Committee has the
authority to stagger the terms of the officers. The
association shall elect from its own membership the
A. President, who will preside at
all Executive Committee meetings, and meetings of the
membership, shall appoint all committee
chairs, authorize all disbursements, and shall be an
member of all committees.
Vice-President, who shall assist the President in all
duties, and shall perform such duties as are
by the President and in the absence of the President, or
upon direction of the President or
members of the
Executive Committee, shall perform all the duties of the
C. Secretary, who shall maintain all
official records, including meeting minutes, original
copies of chapter mailing to members,
and a copy of the chapter mailing list.
who shall adhere to all accounting procedures, and keep
a reporting of all disbursements
made by the
E. Additional offices may by created at
the request of any member of the Executive Committee,
to approval by majority of the Committee.
F. The Past President, who occupied the office of
President during the immediate previous term, shall
serve as an officer of the Executive Committee. The Past
President shall be a non-voting member of the Committee
and act as advisor to the President. The Past President
shall perform other duties as may be requested by the
President and/or Executive Committee. If, for any
reason, such person cannot serve in such office, then
the office shall remain vacant.
3. NOMINATIONS COMMITTEE
The President shall
select, with the advice and consent of the Executive
Committee, members of the Nominations Committee. The
association Nominations Committee shall consist of two
members of the Executive Committee and three members
from the general membership. The Nomination Committee
shall solicit the full membership, consider
recommendations, and shall nominate
one candidate for
each office. Any voting member may submit a nomination
for consideration, in writing, at least 5 days prior to
election. The Nominations Committee shall submit
its proposed slate of officers to the general membership
a minimum 5 days in advance of the election. The
committee will accept additional nominations from the
floor when the nominations are presented to the general
Section 4. ELECTIONS
Whenever only one nomination for an elective office is
presented to the membership, election shall be by voice
vote. Whenever more than one nomination is presented,
vote shall be by secret ballot. If more than two
candidates are named for an office, a majority of the
members voting shall be necessary to elect. If no
candidate receives a majority, a second vote shall be
taken upon the two leading candidates.
Section 5. RESIGNATIONS AND REMOVAL
officer may resign at any time by delivering written
notice to the President. The President may appoint a
qualified member, subject to the approval of the
Executive Committee, to completing the term left vacant.
The President may resign any time by delivering written
notice to the Vice President and SEBA.
President resign or be removed, the Vice President will
serve as President for the remainder of the term. Should
the Vice President be unable or unwilling to serve, the
SEBA will appoint an interim President until the next
The general membership shall
have the power to remove any officer of the association
from office by an affirmative vote of the majority of
the general membership for such causes as the membership
my deem good and sufficient; except that any motion for
the removal of an officer shall be tabled by the
membership until at least 30 days written notice
thereof, accompanied by a written complaint given to the
individual, allowing sufficient time for a written reply
from the officer in question delivered to the Executive
Any majority decision made by the SEBA to
proceed with further investigation of an individual
shall be followed by written notice to the individual in
question, granting the individual 30 days in which to
respond to the SEBA. The SEBA reserves the right to
suspend the individual in question at their discretion
until the Board has reached a decision.
Section 6. MEETINGS
Regular attendance at all Executive
Committee meetings is required. Any board member who
misses two consecutive meetings without an acceptable
excuse shall be considered to have resigned. Reasons for
absence should be noted in meeting minutes.
A minimum of four general
membership meetings must be held each year, preferably
on a quarterly basis. Notice of the date, hour and place
of meeting shall be given to the membership at least 7
days in advance. Currently, membership meeting are held
monthly on the first Thursday of every month.
Special meetings of the Executive
Committee or general membership may be called by the
President or by the majority of the members of the
Executive Committee. Notice of such meetings shall be
given to each Executive Committee member at least 24
hours in advance and shall state the purpose of the
meeting. No business other than that stated in the
notification shall be transacted at special meetings.
The President, a majority of the Executive Committee, or
20% of the membership may call special meetings of the
general membership. Notice of such meetings and the
purpose of the meeting shall be given to each
member at least 24 hours in advance. Special meetings
may be called for the purpose of electing officers.
A quorum for all meetings of the Executive
Committee will be three quarters of the members of the
Committee, provided that the meeting was called in
accordance with these bylaws. A simple majority vote
shall decide matters before the Committee.
A simple majority vote of the members
shall decide an issue provided a quorum is present at
membership meetings. A quorum is 50% of the general
membership present at the meeting. The Executive
Committee may conduct business as needed and vote via
email or via online meeting interface provided an
accurate record of the majority vote outcome is recorded
in the minutes of the next meeting.
The President, with the advice and consent
of the Executive Committee, shall establish committees
A. Chairpersons of all committees shall be
appointed by the President with the advice and consent
of the Executive Committee.
B. The Chairperson of
each respective committee shall select members of the
C. A President may, with the advice and
consent of the Executive Committee, remove the chair or
members of any committee appointed pursuant to this
D. Meetings of all committees shall be upon
the call of the committee chair. Notice of the date,
hour and place of such meetings will be given to
committee members a minimum of seven (7) days in
E. A simple majority vote in the committee
shall decide an issue provided a quorum is present. A
quorum is 50% of the members of the committee.
Membership & Sponsorships
This association may have paid membership by annual dues
billed on a quarterly basis for a 12-month membership.
This association may have sponsorships. Donations may be
accepted upon approval of the Executive Committee from
individuals, other organizations, or area businesses to
offset general expenses incurred by the association.
RULES OF PROCEDURE
Roberts’ Rule of Order, the latest
version present, shall govern the parliamentary
procedures of the meetings of the association provided
for in these bylaws.
DISSOLUTION OF ASSOCIATION
Upon the dissolution of
the association, the Executive Committee shall, after
paying or making provisions for payment of
liabilities of the Association, dispose of all the
assets of the Association where no part of the net
earning shall be distributed to its officers and/or
members or pay to influence legislation or a political
campaign, but distributed exclusively to organizations
operated for charitable purposes, or to a county or an
incorporated city or town, all as the Executive
Committee shall determine.
POLICIES AND PROCEDURES All members must be members of
SEBA in good standing to attend SEBA events/meetings.
Membership dues to bring a members in good standing will
be collected prior to the meeting. A prospective member
may attend a maximum of two (2) meetings prior to
joining SEBA. A prospective member is defined as a
potential business person which represents a company
with a trade, occupation or profession. A guest is
defined as someone invited to attend the meeting. No
former members may attend as a guest/prospective member.
SEBA will pick up one dinner per company for the first
visit only as a prospective member. Second–time
prospective members shall be responsible for their own
meal. Membership dues to bring them in good standing
will be collected prior to the meeting.
association will pay for all speaker’s meals.
member who fails to pay the Association dues within
sixty (60) days from the due date shall be automatically
suspended, and the treasurer shall send written
confirmation of the automatic suspension to the member.
If the issue is not corrected within thirty (30) days
thereafter, the member will be automatically dropped
from the membership rolls, unless the Executive
Committee takes contrary action.
The by-laws may be
amended by the Executive Committee and voted on at any
regular or special meeting of the Association by a
majority vote of the members present. All such revisions
will be announced in the newsletter prior to the next
A business entity shall have only
one vote and must be present to vote. Example: If you
have more than two people attending from the same firm,
only one will be allowed to vote.
and/or a check is being provided to the treasurer, a
detailed receipt should accompany the funds and be
maintained on file.
The treasurer must report all
financial transactions to the board on a quarterly
All treasury financial records must reconcile
with the sum of the financial records, such as bank
All expense reimbursements
request require a receipt.
request over $100 require President’s prior written
The treasurer and the alternate signatory
cannot sign any contracts or make any financial
commitments for the association.
of Interest Transactions.
“Conflict of interest transaction” means any transaction
in which a director has a direct interest or an indirect
interest. A director has a direct interest in a
transaction if the director or a member of the
director’s immediate family has either a material
financial interest in the transaction or a relationship
with the other parties to the transaction that might
reasonably be expected to affect his or her judgment. A
director has an indirect interest in a transaction if
either (i) another entity in which the director has a
material financial interest or in which the director is
a general partner is a party to the transaction, or (ii)
another entity of which the director is also a director
or is an officer or trustee is a party to the
transaction and the transaction is of sufficient
importance that it should be considered by the Executive
Committee of Southeast Business Association, Inc.
B. Special Requirements
A conflict of interest
transaction is not voidable by the Southeast Business
Association, Inc. solely because of a director’s
interest in the transaction if (1) the material facts of
the transaction and the director’s interest were
disclosed or known to the Board of Directors or a
committee of the Board and the Board or Committee
authorized, approved or ratified the transaction, or (2)
the transaction was fair to Southeast Business
who has a direct or indirect interest in any transaction
presented to the Executive Committee or any committee of
the Board shall disclose his or her interest.
A conflict of interest transaction must be
authorized, approved or ratified by the affirmative vote
of a majority of the directors (not less than two) on
the Executive Committee (or the appropriate committee)
who have no direct or indirect interest in the
transaction and to whom the material facts of the
transaction and of any director’s interest in the
transaction were disclosed or known. If a majority of
the directors who have no direct or indirect interest in
the transaction vote to authorize, approve or ratify the
transaction, a quorum is present for the purpose of
taking such action. The presence of, or a vote cast by,
a director with a direct or indirect interest in the
transaction does not affect the validity of any action
taken in accordance with this paragraph.