Professional Networking Bylaws

BYLAWS
OF
PROFESSIONAL NETWORKING


ARTICLE I
GENERAL

1. Name. The name of this organization is "Professional Networking" (the "Organization").
2. Vision Statement. "We are proactive business executives committed to assisting fellow members grow and expand their businesses through quality lead generation, strategic relationships and education."
3. Core Values. The members are dedicated to upholding the following "Core Values":
a. Leadership: determination to expand our members positions as top players in their respective fields;
b. Ethics: maintain the highest levels of ethics in all of our personal and professional relationships;
c. Accountability: maintain a level of accountability to each other and to the growth of our businesses;
d. Dedication: to our local business community and the strength of our group; and
e. Service: to be of service to our customers, communities and each other through our commitment to helping others succeed.
ARTICLE II
MEMBERSHIP

1. Dues and Organization Expenses. The Organization shall not collect any dues as a privilege of membership from any member. Notwithstanding the foregoing, each member shall promptly pay before delinquency their share of all out of pocket expenses of the Organization, including but not limited to meeting room expenses, lunch costs, and printing costs for forms, agendas, business card indexes, and similar out-of-pocket expenses (collectively, “Assessments”). Each member shall promptly pay their respective share of all Assessments when billed by the Organization on a weekly, monthly, quarterly or yearly basis and the Assessments shall be non-refundable. The Board of Directors shall have the option to prorate over a 12 month period and/or collect in advance any Assessments before the out-of-pocket expenses are due and payable to any third party. If any member fails to pay when due their share of any Assessment, then that member may be fined up to $10 per week and/or the Organization shall have the option to reconsider the delinquent member’s membership in the Organization.
2. Privilege of Membership. All members are expected to: (i) uphold the Core Values of the Organization; (ii) invite qualified prospective members to the Organization’s meetings; (iii) serve on the Board of Directors when requested by the Board of Directors or any nominating committee; (iv) use best efforts to attend all weekly meetings (for example purposes, more than six absences in a six month period could be considered excessive); and (v) sign the Bylaws as amended of the Organization and agree to uphold the Bylaws and any other rules agreed upon by the Organization. Any member’s failure to comply with this Section, including but not limited to excessive absences over a period of time may be cause for the Organization to review the member’s privilege of membership. When unable to attend meetings, members may send a substitute from the same place of business at their discretion but the absence will still be recorded. Any dismissal of a member shall require the affirmative vote of a majority of the members at an Organization meeting, following notification of the member in question.
3. Membership Qualification. Each prospective member and member shall be considered for membership as an individual person and not the business or entity for which any person owns or is employed. There shall only be one person in the Organization per profession. The Organization prefers each member applying for membership to have at least two (2) years of direct experience in their field and two (2) years of business experience as an executive/manager/owner. If any member changes occupations or companies, the individual must submit an application and re-apply for membership.
4. Application for Membership Process. Any prospective member must be invited by an existing member of the Organization and the member inviting the guest must complete and deliver to the Board of Directors a Prospective Membership Form that provides the guests name, occupation and any other information reasonably requested by the Organization at least one week prior to the first meeting that the prospective guest is to attend. All breakfast fees shall be paid by the member inviting the guest. After the guest attends their first meeting, if the guest would like to apply for membership in the Organization, the guest must return the Membership Application by email or fax to the Board of Directors no later than 5:00 p.m. on the Friday after the first organization meeting the guest attends. The Board of Directors or a nominating committee shall review the Membership Application and contact the guest’s references before the guest attends their second Organization meeting whereupon the Organization shall vote on the guest’s application for membership. The guest shall be requested to speak before the Organization on why they are applying for membership and what the Organization can expect from the guest if they are admitted as a member. If the Board of Directors and/or nominating committee are unable to interview the guest and contact the guest’s references before the guest’s second meeting, then the guest will be notified and the Board shall request that the guest attend the meeting the following week whereupon the Organization shall vote on the guest’s application for membership. Each member shall be admitted as a member only upon a 70% vote of the members of the Organization present at the meeting.
ARTICLE III
MEETINGS

1. General and Board of Directors. General meetings of the Organization shall take place every Wednesday except holidays and as otherwise agreed in advance by the Organization. Board meetings shall be called by the President or any other officer pursuant to these Bylaws as necessary.
2. Committee Meetings. Committee meetings may be called at any time by the Vice-President or by the committee's chair upon reasonable notification to committee members.
3. Quorum. A quorum shall consist of a majority of the members for all general meetings, a majority of the directors for all Board of Directors meetings, and a majority of the members serving on committees. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of members or directors at such meeting.
4. Voting. If any proceeding in which voting by members at a general Organization meeting, Board of Directors meeting or committee meeting is called, each member in good standing shall be entitled to cast one vote. A majority vote shall prevail unless otherwise provided in these Bylaws.
5. Reports and Minutes. An agenda and minutes shall be prepared for all general, Board of Director and committee meetings by the Secretary or secretary of the meeting.
6. Procedures. The President or such other officer shall act as chairperson of all general, Board of Director or committee meeting and ensure that each meeting is conducted in an orderly and timely manner. No member shall unreasonably disrupt any meeting of the Organization. If any member wishes to place an item on the general meeting agenda, the member shall contact and describe in detail to the Board of Directors at least 7 days prior to the meeting of their request so that the Board of Directors will have sufficient time to adjust the agenda.
ARTICLE IV
BOARD OF DIRECTORS

1. Composition of the Board of Directors. The business and affairs of the Organization shall be managed and all powers shall be exercised by or under the direction of the Board of Directors. The authorized number of directors of the Organization shall be five (5) and shall consist of the following positions: President, Vice-President, Secretary, Treasurer and Past President.
2. Election and Term. At the first (1st) Organization meeting in January and July, directors shall be sworn in to hold office for a six (6) month term until the first (1st) Organization meeting in the month of January/July. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, except in the case of the death, incapacity, resignation, or removal of such a director. No director shall hold the same position on the Board of Directors for more than one (1) consecutive full term. Except for President who shall transition into the Past President position after the conclusion of their six (6) month term, no member shall serve on the Board of Directors for more than two (2) consecutive full terms.
3. Selection and Election of Directors. The Board of Directors shall select a nominating committee of three (3) members who are in good standing in the Organization. Their duty is to present to the Board of Directors at the first meeting in November/May of each year a slate of officers as described in Article IV, Section 1 for the coming six (6) month term. The official slate will be presented to and voted upon by the general membership at the first meeting in June/December with installation of the Board at the first week of July/January of each year. Any paid member in good standing, who has agreed to run, may be nominated from the floor when the slate is presented to the membership at a general meeting.
4. Seating of the New Board of Directors. Orientation of new Board members shall take place prior to the assuming of the office at the January/July meeting.
5. Vacancies. Any director may resign effective upon giving oral or written notice to the Organization. A director who shall be absent from three (3) consecutive regular meetings of the Board of Directors and/or general meetings, may be dropped as a director unless absences are approved by a majority of the Board of Directors. A call to the President prior to the meeting to report your absence is required. If a position on the Board of Directors becomes vacated during any term, the Board of Directors may appoint a member to fill it for the remainder of the term.
6. Removal. The entire Board of Directors or any individual director may be removed from office without cause by the affirmative vote of a majority of the Members of the Organization, following notification of the board member(s) in question.
7. Place and Time of Regular Board of Director Meetings. Regular meetings of the Board of Directors may be held at any place and time that has been designated from time to time by the Board of Directors. Members of the Board may participate in a meeting pursuant to this Section IV (7) or Section IV (8) through the use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another. Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting.
8. Notice of Special Board of Director Meetings. Any Board of Director may call a special meeting of the Board of Directors. Unless waived by each of the directors, notice of the time and place of all special meetings of the Board of Director shall be delivered at least three (3) days prior to any such Board of Director Meeting personally, by telephone, facsimile, email or sent by first-class mail, addressed to each director at that director's address as it is shown on the records of the Organization. Notice need not be served for any regularly scheduled meetings of the Board of Directors. The notice need not specify the purpose of the meeting.
9. Duties of Officers. The Board of Directors shall fill the officer positions set forth below. No person may serve in more than one position.
a. President. Subject to supervisory powers of the Board of Directors, the President shall be the chief executive officer of the Organization and shall have general supervision, direction, and control of the business and the officers of the Organization. The President shall preside at all meetings and act as Chairperson of all general meetings and Board of Director meetings. The President shall have such powers and duties as may be prescribed by the Board of Directors or these Bylaws.
b. Vice President. In the absence or disability of the President, the Vice President, shall perform all the duties of the President. The Vice President shall also chair the nominating committee and be responsible for the introduction of guests and the application process of prospective members.
c. Secretary. The Secretary shall keep or cause to be kept, a book of minutes of all meetings and actions of the general meetings, Board of Directors meetings, and committees meetings. The minutes shall show the time and place of each meeting, the names of those present at general, directors or committee meetings, and the proceedings thereof. The Secretary shall be responsible for the agendas and member list.
d. Chief Financial Officer/Treasurer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Organization, including accounts of its assets, liabilities, receipts, and disbursements. The books of account shall be open to inspection by any director or any member upon reasonable prior notice. The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Organization with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Organization as may be ordered by the Board of Directors, shall render to the members and directors, whenever they request it, an account of the Organization’s transactions and of the financial condition of the Organization, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
e. Past President. After the President’s six (6) month term expires, then the President shall remain on the Board of Directors as a voting advisor to help in the transition of the new Board of Directors. If for any reason, there is no Past President or the Past President is unable to serve on the Board, then the Organization shall vote to fill the temporary vacant seat with a member.
10. No Compensation of Directors/Officers. Directors, officers and members of committees shall not be entitled to any compensation for their services without an affirmative vote of seventy percent (70%) vote of the members of the Organization.
ARTICLE VI
AMENDMENTS

1. Amendments. These Bylaws may be amended or repealed by a vote of seventy percent (70%) vote of the attending members at a general meeting provided each member is notified either in writing or verbally of the proposed amendment at least five (5) days before the meeting at which the amendment is voted upon. All proposed amendments to these Bylaws shall be brought to the Board of Director's prior to being voted upon at any general meeting.



These Bylaws are adopted this 2nd day of August, 2006, by a vote of the Membership of this Organization in San Luis Obispo County, California.