BUSINESS EXECUTIVES NETWORKING GROUP BY-LAWS
ARTICLE I: ORGANIZATION
The name of the organization shall be Business Executives Networking Group (BENG) (hereinafter “BENG”).
ARTICLE II: PURPOSE
The purpose of the BENG is to provide a forum for members to develop professional relationships where they will both gain and provide support in career transition, fulfillment and professional and business development with other members. The spirit of generosity and cooperation among members is important to the accomplishment of this Purpose. BENG may also develop additional related purposes from time to time as adopted by the Board of Directors (hereinafter “Board”).
ARTICLE III: MEMBERSHIP
The organization with have members who may or may not pay annual dues at the discretion of the Board. Policy is set by the Board and implemented by the Officers of BENG. There will be as many classes of membership as the Board shall so designate in order to distinguish fees or dues to be charged by membership class. Membership shall be subject to criteria established by the Board. Among the qualifications to join and remain a member are that the member meets the organizations standards of conduct, and promotes its purposes.
ARTICLE IV: MEMBERSHIP MEETINGS
The Board’s Annual Meeting shall be held in April for the appointment of Board officers and creation of an annual meeting schedule. The Boards’ Chairperson or a third of its’ active Directors may call for an unscheduled meeting by providing sufficient notice to obtain a quorum with all Directors so equally notified. The Board may make such rules and regulations governing its meetings as necessary or convenient to achieve the purposes of the organization with no special format required.
Participation in meetings by telephone conference call or other methods of communication shall constitute presence in person at a Board meeting. A simple majority of the Boards’ voting members (hereinafter “Directors”) shall constitute a quorum for Board meetings. Each Director shall have one vote that shall not be cast by proxy. A simple majority of votes shall pass a motion.
ARTICLE V: DIRECTORS
The business of the organization shall be managed by an odd number of Directors consisting of not less than 3, nor more than 9 voting Directors including the President and Secretary as voting ex officio members.
Directors shall be elected to three-year terms by a Board vote of its’ Nominating Committee’s slate of recommended candidates. Directors shall serve until their successors are elected unless earlier resigned or are removed.
Should a Director vacancy exist it will be replaced by a selection of nominees put forward by the Board’s Nominating Committee and elected upon by the Board. Elected nominees will serve out the remaining term of the Directors they replace.
Directors may be elected to consecutive terms.
Directors shall have oversight over the control and management of the affairs and business of the organization. Directors shall act in the name of the organization when regularly convened by due notice.
Directors shall be responsible for appointing a President who shall serve in an executive capacity to manage the day-to-day affairs of the corporation and to implement Board policy. Directors shall annually in April elect a Board Chairperson.
The Chairperson shall serve in a non-executive capacity. The Chairperson shall be a Director other than the President or Secretary. The Chairperson shall be responsible for presiding at meetings of the Board and setting its agenda in consultation with the President.
The Secretary is appointed by and reports to the Board and serves in an executive Officer capacity. The Secretary’s duties include keeping the minutes and records of the organization in appropriate books and conveying such during Board meetings. It shall be the Secretary’s duty to file any certificate required by any statute. The Secretary shall give and serve all notices to Directors and BENG members. The Secretary shall be the official custodian of the records and seal of the organization and may be one of the Officers required to sign checks and drafts. The Secretary shall submit to the Board any communications addressed to the Secretary of the organization. The Secretary is an Officer of the corporation and shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
A director may be removed for cause. The Board may entertain charges against any Director. A director may request a hearing. The Board shall adopt such rules for a removal hearing as necessary for the best interests of the organization.
ARTICLE VI: OFFICERS
The President shall present at Board meetings a report on the work of the organization. The President shall see all books, reports, and certificates required by law are properly kept or filed. The President shall be one of the Officers who may sign checks or drafts of the organization. The President shall have such powers as may be reasonably construed as belonging to the Chief Executive Officer of an organization as conferred by the Board.
Vice Presidents, including the Secretary, shall assume duties as agreed with the President or as directed by the Board – when the office of President is vacant. Vice Presidents will be Officers of the organization.
The Treasurer’s duties include having the care and custody of all monies belonging to the organization. The Treasurer must be one of the Officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign checks issued upon it. The Treasurer shall render at stated periods to the Board a written account of the finances of the organization and such report shall be physically affixed to the minutes of Board meetings. The Treasurer shall exercise all duties incident to the office of Treasurer.
ARTICLE VII: COMPENSATION
As a volunteer organization, BENG currently does not compensate volunteer Officers or Directors. Compensation policy is subject to change at the discretion of the Board.
ARTICLE VIII: COMMITTEES
All BENG operating committee members shall be appointed by the President and Board Committee members by the Chairperson. Terms shall be for a period of one year, unless sooner resigned or terminated by an action of the President or Board.
The Board shall have at least (2) standing committees.
The Nominating Committee shall be responsible for soliciting and vetting interested members, and recommending nominees to fill Board positions. Nominee qualifications and the vetting process shall be determined by the Board.
The Audit Committee shall be responsible for auditing the organization’s funds availability, its use of funds, and each of the accounts of the organization. Its report(s) shall be furnished to the President and the Board.
ARTICLE IX: DUES
Membership dues and other revenue sources shall be set by the Board and are payable annually.
ARTICLE X: ADDITIONAL PROVISION
The use of any surplus funds for the benefit of any person(s) in the event of a sale or dissolution of the organization is prohibited. Such surplus must be contributed to a non-profit organization by Board vote.
ARTICLE XI: AMENDMENTS
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of a simple majority of Directors.