Norman Business Association
Norman Business Association

 

NORMAN BUSINESS AFFILIATES (NBA)

 

BYLAWS

Revised December 2020

 

ARTICLE 1

 

The Organization

 

SECTION 1. Norman Business Affiliates (NBA) is a local business organization which provides mutual support to its members and the community to promote business in Norman.

 

SECTION 2. Members are expected to have an interest and commitment to the mission of the NBA, which is to provide mutual support to its members to ensure that all businesses thrive by: (i) providing business leads and referrals to one another; (ii) patronizing each other's businesses; (iii) informing each other of issues that impact businesses & Norman residents; (iv) providing a forum and education for local business and political concerns by hosting knowledgeable guest speakers; and (v) practicing honesty and integrity.

 

SECTION 3. Regular meetings are held at 7 a.m. weekly on Friday mornings. Business meetings, which are only for members, are held on the first Friday of the month. The President or the Board of Directors may, due to holidays or other good cause, cancel a regular meeting or change the date of a business meeting.

 

ARTICLE 2

Membership

SECTION 1. Membership in NBA is by invitation. A prospective new member must be sponsored by a member of NBA in good standing.

A "Prospective Member" must be: (i) an owner, manager and/or officer of a business (or their designee), or (ii) a director or manager of a civic or not for profit organization, or (iii) a representative of a governmental or educational agency, or (iv) an elected public official, with an office or business location within the city limits of Norman, Oklahoma. A home business office qualifies if it is the headquarters of the business.

To be considered for membership, a prospective member must have attended one or more regular meetings of NBA and have completed a Membership Data Form. This form is to be turned into an NBA officer . At each meeting they attend, a prospective member shall be introduced to the membership and identified as a prospective member. If a guest is introduced as a prospective member, no charges will be assessed to the member for their guest’s meal (maximum of 3 times.)

 

 

SECTION 2. Upon meeting the requirements, the Prospective Member shall be presented to the members at any regularly scheduled meeting for admittance as a member. Unless otherwise requested by any member in good standing, a verbal vote is allowed. If requested by member, a written ballot will be required. A Prospective Member shall be admitted to NBA membership if the Prospective Member receives a minimum of eighty percent (80%) for membership based on the members present when the vote takes place.

 

SECTION 3. If a Prospective Member fails to be approved, the Prospective Member cannot begin a new process for membership within 12 months of the date of the vote. Nothing from the previous application process may be used for the new application process.

 

SECTION 4. Any member who resigns from membership may attend any NBA function or meeting without being sponsored by a member. They shall pay to the Treasurer the amount NBA is being charged for the meal or an amount set by the Board of Directors.

 

SECTION 5. The total active membership roll shall not exceed one hundred (100) members, unless enlarged by a three-fourths vote of the membership.

 

ARTICLE 3

Duration of Membership

SECTION 1. Membership shall continue unless terminated as stated in these Bylaws.

 

SECTION 2. Any member may be terminated by the Board of Directors upon finding that it is in the best interest of the NBA to so terminate a member and providing that the member has been given due notice and an opportunity to be heard by the Board of Directors. Any member so terminated may appeal the decision of the Board of Directors to the members at the NBA's next regularly scheduled business meeting. A two-thirds vote of the members present at such meeting shall be final.

 

ARTICLE 4

Dues

SECTION 1. The initiation fee (if any) and monthly dues shall be set by the Board of Directors.

 

SECTION 2. The Treasurer shall mail and/or distribute quarterly or annual dues invoices to all members on or before the first month in which the dues are payable. Dues are shall be paid by the 15th of the month in which they are invoiced. Members who pay dues annually shall receive a discount to be set by the Board of Directors.

SECTION 3. Any member who fails to pay the dues within thirty (30) days after the due date shall be declared to be a delinquent member. The Treasurer will send monthly statements for delinquent dues. If a member is ninety (90) days past due, The Treasure will inform The Board and a decision will be made as to what action should be taken, up to including termination of membership for failure to pay dues.

 

SECTION 4. Any delinquent member who is terminated for failure to pay dues shall not be reinstated to active membership until the former member pays all delinquent dues and a reinstatement fee equal to the then existing initiation fee.

 

SECTION 5. If a member resigns, the member shall not be entitled to any pro-rata refund of any dues already paid.

 

ARTICLE 5

Board of Directors, Officers and Their Duties

 

SECTION 1. President. The President shall preside at all regular weekly meetings of the NBA. The President shall sign all documents and contracts on behalf of the NBA or may specifically designate another member to sign a particular document or contract and shall generally perform such duties incident to the office of President.

The President shall serve as Chairman of the Board of Directors. The President shall chair a nominating committee to propose a slate of officers for the next election. The President shall be authorized to sign checks if they so choose and take the appropriate steps with the bank to do so, but the President is  not required to become an authorized signer of NBA checks. If they do, they are also required to take their name from the bank account at the end of their term.

The President will appoint an Associate Treasure who will be authorized to sign checks. The Associate Treasure will remain in this position as long as they are a member in good standing or until they choose to resign from this position. In this case the current President will appoint a new Associate Treasurer. The Associate Treasurer is not an officer and serves the purpose of having someone other than the Treasurer who can sign checks should it be necessary.

 

SECTION 2. Vice President. The Vice President shall assume all duties of the office of President in the absence or disability of the President. If both the President and Vice President are absent for a business, regular or board meeting, the Past President shall preside. In the absence of the President, Vice President, and the Past President, a member of the Board of Directors may preside.

The Vice President will take the position of President in the next election. If for any reason they are unable or unwilling to accept the Presidency in the next election, the nominating committee will propose a candidate for this position.

 

SECTION 3. Secretary/Treasurer. The Secretary/Treasurer shall receive and safely keep all monies of the NBA. The Secretary/Treasurer shall reconcile the books and records monthly and make a monthly report of the NBA's fiscal status to the board of directors and to the members at the regular monthly business meeting. The Treasurer shall be authorized to sign checks. The Secretary/Treasurer shall make all financial records available for review at any time by request of the Board of Directors.

The Secretary/Treasurer shall maintain the active membership roll and shall have the responsibility for maintaining a current set of bylaws.

The Secretary/Treasurer shall perform all such duties incident to the office of Secretary/Treasurer.  If required, the Secretary/Treasurer is authorized to sign documents on behave of the organization as Secretary.

 

SECTION 4. Past President. The immediate Past President shall serve as a voting member of the Board of Directors.

 

SECTION 5. Board of Directors. The NBA’s Board of Directors shall consist of  the immediate past President, the Officers and three (3) elected Directors from the membership.

 

             1. The Board of Directors shall meet as necessary at the request of The President or any member in good standing.

 

              2. The Board of Directors shall be responsible for the control and management of the affairs and interests of the NBA and may exercise all powers of the NBA except those specifically conferred upon or reserved to the members.

 

              3. All decisions of the Board of Directors shall be final unless overridden ty a two-thirds vote of the membership.

 

              4. The Board of Directors shall be responsible for appointing a member or an outside party to review the books of NBA annually.

 

              5. Board of Directors meetings must have a majority of members present in order to transact business of the NBA.

 

 

SECTION 6. Election and Term of Officers & Directors.

Officers and directors shall be elected at NBA’s business meeting in May of each year.

 

                 1. No NBA member shall be eligible for any office, including being a member of the Board of Directors, without having been an active member for at least one (1) year.

 

                 2. A member may serve successive terms.

 

                 3. No member shall hold more than one office at a time.

 

                 4. The secretary/treasurer shall be elected to a term or two years. Other Officers and Directors shall be elected to a term of one year.

 

                 5. The Vice President automatically becomes President the following year and Past President the year after that.

 

SECTION 7. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors, and the acceptance of such resignation shall not be necessary to make it effective.

 

SECTION 8. Removal. Any officer may be removed, either with or without cause, and successors elected by a majority vote of the members present at a business meeting of the NBA. At such meeting, the officer being removed shall be afforded the opportunity to address the membership in defense of such removal proceedings.

 

SECTION 9. Vacancies. A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the members in attendance.

Nominations for any such vacancy shall be made at the NBA's weekly meeting following the vacancy, and the election to fill the vacancy shall be held at the next monthly business meeting, unless the nomination be accepted by acclamation when first presented.

 

 

 

ARTICLE 6

Committees

SECTION 1. All Committee Chairs shall be appointed by the President. The Standing Committee Chairs shall be appointed at the first regularly scheduled business meeting following the NBA's Annual Meeting. All Standing Committees may submit a report at the Annual Meeting.

 

SECTION 2. The Standing Committees shall be as follows: Membership, , Nominating, Programs, Bylaws, Social, and Technology.

 

SECTION 3. The duties and responsibilities of the Standing Committees shall be as follows:

 

                 1. Membership: The membership committee shall promote and encourage the solicitation of new members of the NBA, report its decisions and recommendations to the Board of Directors; recommend to the Board of Directors the reinstatement or rejection of any former members.

 

                2. Nominating Committee: The Nominating Committee shall consist of no fewer than four (4) members and shall have an equal number of members from the Board of Directors and the members. The Vice President shall serve as chair of the Nominating Committee. The Nominating Committee shall nominate all candidates to offices, including the members of the Board of Directors, other than those appointed to the Board of Directors by these Bylaws. All offices so nominated shall consist of at least one(1) nominee for each elected position.

 

                3. Program Committee: The Program committee shall coordinate and provide programs for the regular meetings. With the permission of the President, the Program Chair may schedule a program during a business meeting.

 

                4. Bylaws: The bylaws committee will periodically review and keep in good form the NBA's Bylaws; report to the Board of Directors and/or the members any conflicts in the Bylaws; formulate and present for consideration any change or addition to the Bylaws that would be in the best interest of the NBA.

 

                5. Social: The social committee shall be responsible for planning and promoting social activities/events for the membership, including the annual banquet.

 

                6. Technology: The technology committee shall be responsible for maintaining a web page and/ or social media for the use of the NBA membership.

 

ARTICLE 7

Recommended Order of Business

SECTION 1. All regularly scheduled meetings, other than the first regularly scheduled meeting of each month and any special meetings, shall be known as "Regular Meetings" and may have the suggested following Order of Business:

1. Call to order

2. Pledge and invocation

3. Introduction of guests

4. Reports of officers and/or committees (if any)

5. General leads

6. Thanks

7. Program

8. Adjournment
 

SECTION 2. The first meeting of each month shall be known as the "Business Meeting." The suggested Order of Business for the Business Meeting may be as follows:

1. Call to order

2. Pledge and invocation

3. Treasurer's report

4. Reports of officers and/or committees (if any)

5. Old Business

6. New Business

7. General leads

8. Thanks/Member Presentation

9. Adjournment
 

ARTICLE 8

Annual Meeting/Election

SECTION 1. Annual Meeting. Unless otherwise set by the Board of Directors, the NBA's Annual Meeting shall be the first Friday in May of each calendar year.

 

SECTION 2. Annual Election. The annual election of officers shall take place at the Annual Meeting or at a meeting after nominations have been presented to the members. Nominations for all offices shall be submitted to the members by the Nomination Committee prior to the Business Meeting in April, and any further nominations from the membership shall be made at the Business Meeting in April of each calendar year.

 

ARTICLE 9

Miscellaneous

SECTION 1. Quorum. Fifty percent plus 1 of the membership shall constitute a quorum for the following purposes:

a. Revision of the bylaws

b. Termination of any member
 

An email vote may be used to achieve a quorum.  A quorum is not required for the transaction of other business.

 

SECTION 2. Parliamentary Procedure. "Robert's Rules of Order (Revised)" shall be the parliamentary procedure and authorization for the NBA.

 

SECTION 3. Amendment to Bylaws. Any proposed amendment to the Bylaws of the NBA shall be in writing and proposed to the members at any regularly scheduled Business Meeting. Any amendment to the Bylaws shall require a two-thirds vote of the members present at such regularly scheduled Business Meeting, as well as a quorum as defined in Article 10, Section 1, for passage.

 

SECTION 4. Suspension of By-Laws. The bylaws of the NBA may be suspended in the case of emergency by a four-fifths vote of all those present at any meeting at which a quorum is present.

 

 

 

 

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