Constitution and By-Laws

The name of the organization shall be the Northern Ocean Small Business Association. The official abbreviation of the organization shall be NOSBA for the sake of brevity.

1. To unite a group of business people for the purpose of exchanging business and referrals.

2. To encourage members to patronize fellow members

3. To establish fellowship with other business people and to foster the exchange of useful business ideas.

4. To encourage business and professional development within the community as a whole by establishing the Association as a symbol of integrity and fair dealing to the general consumer.

1. Membership shall be made up of individuals representing sole proprietorship, partnerships, corporations and associations of good character and outstanding business and/or professional reputation.

2. Each member shall represent a different trade, business or professional, and shall be classified accordingly.

3. In order for a member to occupy a classification, that member must derive at least 50% of his/her income from work in that classification.

4. Multiple representations in any classification may only occur with the written consent of the present member filling that classification and the approval of the Executive Board.

5. No one member may hold more than one classification.

6. Dues shall be collected bi-annually and fees shall be established by the membership.

7. Applications for membership shall be reviewed and accepted by a majority of the Board of Directors. Prior to review, the general membership will be informed of the application and given the opportunity to give any input regarding the applicant. If the applicant meets the objectives of the organization, the Board may accept the applicant at the second meeting after receiving the membership application. In certain circumstances the Board may, if it feels it is in the best interested of the organization, ask the general membership to vote on questions of membership.

1. The organization shall have four elected offices; President, Vice President, Secretary, and Treasurer.

2. The President will act as the chief executive officer of the organization. The Presidents primary function is to prepare and preside over all meetings and is responsible for setting the agenda and conduct of said meetings. The President shall conduct the meetings following parliamentary procedure as established in the latest version of Roberts Rules of Order. The President shall appoint all committee chairpersons other than the Membership Committee whom automatically is the Vice President.

3. The Vice Presidents primary responsibility is to prepare himsel~berself for the responsibilities of the Presidency in the event the President is unable to perform his or hers duties.

4. The Secretarys primary responsibility is to record the minutes of each meeting, and to read the minutes of the prior meetings according to the directions of the President.

5. The Treasurer is responsible for all receipts, expenditures and other financial transactions of the organization and shall maintain the record thereof he or she shall present financial report at each meeting and is also responsible for proposing budgets and making financial forecasts for the organization.

6. There will be a Board of Directors consisting of five members. The Board of Directors shall consist of the four elected officers plus the immediate Past President. The Board of Directors shall meet a minimum of twice each year and as often as deemed necessary by the President. Each board member shall have one vote, although the President may only vote in the event of a tie.

7. In the event one of the elected offices shall become vacant, an election will take place to fill that position as soon as possible.

1. Elections shall take place at the December regular memberships meeting, at the October regular membership meeting, the President shall appoint a Nominating Committee Chairperson.

2. The Nominating Committee Chairperson shall form a Nominating Committee of at least three members but no more than five.

3. The Nominating Committee prior to the November regular membership meeting, shall solicit and review potential candidates for office and present a slate of candidates at the November meeting.

4. At the November meeting the Nominating Committee Chairperson shall nominate the slate selected by the Nominating Committee.

5. At the November meeting the President shall entertain any nominations from the floor.

6. The results of the November nominations shall be announced to the membership by newsletter prior to the December meeting.

7. At the November meeting the election of new officers shall take place.

8. At the November meeting the President shall, for the second time, entertain nominations from the floor. If no nominations were made from the floor at either meeting than the President may entertain a motion to accept the slate of officers as presented by the Nominating Committee.

9. If floor nominations are made at either meeting then an election shall take place by secret ballot and the majority vote shall prevail.

10. The newly elected officers shall begin their term on January 1.

1. The organization shall have two standing committees, the Nominating Committee and the Membership Committee. The purpose of the Nominating Committee is to organize a potential slate of officers to be elected every six months. The Membership Committee purpose is to promote the growth of the organization and solicit new members. The Vice President shall automatically be the chairperson of the Membership Committee.

2. It will also be the duty of the Membership Committee to orientate new members.

3. Other Committees may be formed as needed by a motion from the floor.

4. The President shall have the authority to appoint all committee chair-persons.

1. Regular membership meetings are to be held monthly.

2. There shall be at least one Executive Board Meeting every six months.

1. All situations not presided on by this constitution and its by-laws shall be presided upon by the latest edition of Roberts Rules of Order shall preside upon its by-laws.

2. This organization must posses at least one copy of Roberts Rules of Order which must be available at each meeting for reference.

3. It is recommended that the President appoint an official Parliamentarian for the organization.

4. These by-laws may be amended by two-thirds of the membership present at any regular meeting provided that reasonable notice has been given to all members.

1. This organization shall remain in existence until the time two-thirds of its active members petition in writing to dissolve it. No member shall have any separate right, title or interest in the assets of the Association until it is duly and properly liquidated.

1. A member may be expelled from the organization if the member conduct does not conform to the rules of this organization.

2. A member may be expelled for not meeting the minimum requirements for attendance.

3. A member may be expelled for conduct inconsistent with the objectives of this organization as specified in Article ll of this Constitution.

4. A member may be expelled for conduct inconsistent with the ethics of his business or profession.

5. Expulsion proceedings may be initiated by the Board of Directors or by a motion form the floor at a regular business meeting.

6. If expulsion proceedings are initiated by the Board of Directors, the member in question is entitled to a hearing with the Board. If the member believes that the decision of the majority of the Board of Directors is not fair or justified, he or she may request a trial before the general membership.

1. Each member in good standing must attend at least two-thirds of all meetings.

2. No more than two meetings in a row may go unattended by a member in good standing in any given six month period.

3. If a member cannot meet the attendance requirements due to some extra-ordinary reason such as an illness, he/she may request a leave of absence form the Executive Board.

4. In certain instances where a members attendance does not meet the minimum requirements, Board of Directors may use discretion before proceeding with expulsion. The primary discretionary factor shall be if there is competition for the category of the member in question. In the case of categories with limited competition, the Board may reluctantly refrain from automatic expulsion until the individual has met the minimum standards again, or there is someone interested in applying for membership in that category.

a: Once the member has fallen below the minimum attendance standards he or she shall be put on probation. The member shall be notified in writing of the probation and he or she will be taken off probationary status once minimum attendance standards have been met again.

b: After a member has been on probation for at least two months, the Board may accept applications for membership in the category of the member if the member has not made an attempt to correct his or her attendance by attending two consecutive meetings. In the event a new applicant is accepted in a probationary category, and he or she shows a willingness to meet the minimum standards of the organization, then the person currently holding that category shall be asked to forfeit his or her membership.

5. Dues are to be paid within thirty days of due date.

6. Non-compliance with any of the above rules is reasons for expulsion.