By-Laws of the Southeast Business Association.
Approved 2/5/2015

Article I
The official name of this business association shall be the Southeast Business Association (SEBA).

Article II
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.

Article III
The association shall have no right to exclude or attempt to exclude any firm or individual from applying for membership.
All 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 terminated.

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 one person.
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 following officers:
A. President, who will preside at all Executive Committee meetings, and meetings of the general
membership, shall appoint all committee chairs, authorize all disbursements, and shall be an exofficio
member of all committees.
B. Vice-President, who shall assist the President in all duties, and shall perform such duties as are
assigned 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 President.
C. Secretary, who shall maintain all official records, including meeting minutes, original sign-in sheets,
copies of chapter mailing to members, and a copy of the chapter mailing list.
D. Treasurer, who shall adhere to all accounting procedures, and keep a reporting of all disbursements
made by the association.
E. Additional offices may by created at the request of any member of the Executive Committee, subject
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.

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 the
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 membership.

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.

Any 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.
Should the 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 membership election.
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 Committee.
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
Executive Committee 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.

Membership Meetings
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
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
chapter member at least 24 hours in advance. Special meetings may be called for the purpose of electing officers.

Executive Committee
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.
General Membership
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.

Establishing Committees
The President, with the advice and consent of the Executive Committee, shall establish committees as needed.
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 committee.
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 Article.
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 advance.
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.

Article V
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.
Roberts’ Rule of Order, the latest version present, shall govern the parliamentary procedures of the meetings of the association provided for in these bylaws.

Upon the dissolution of the association, the Executive Committee shall, after paying or making provisions for payment of
all 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.

Article VII
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.
The association will pay for all speaker’s meals.
Any 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 regular meeting.
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.

Accounting Policies
When cash 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 basis.
All treasury financial records must reconcile with the sum of the financial records, such as bank statements.
All expense reimbursements request require a receipt.
Expense reimbursement request over $100 require President’s prior written approval.
The treasurer and the alternate signatory cannot sign any contracts or make any financial commitments for the association.

Conflict of Interest Transactions.
A. Definition
“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 Association, Inc..

C. Disclosure
A director 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.

D. Approval
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.

Southeast Business Association PO Box 117 Pleasant Garden, NC 27313 home  Executive Committee