Sales Executive Association |
1/17/25
The purpose of this Association shall be to:
1. Membership Types
There shall be three classes of members, Active, Associate, and Retired. An Active Member shall be entitled to vote, hold office, serve on the Board of Directors, and participate in all the decisions and activities of the Association. Associate Members may attend meetings but cannot hold office or be a director and not be entitled to vote in the organization. Retired Members are former Active Members who have either sold the member business to a third party, or retired from the member business. Retired Members can attend meetings of the Association but cannot hold any office or directorship, have no vote in the organization, and may not advertise any business, trade, or profession within the Association. Retired Members are exempt from any Association attendance requirements and Association initiation fees. Retired Members will be entitled to reduced Association dues.
2. Membership Availability
Membership in the Association shall be open to any individual or entity that expresses a desire to contribute to the advancement of the Association and meets the membership criteria set forth herein.
Each member business in the Association shall designate an owner or manager in the member business as the Active Member. The Active Member must have the authority to control the purchases of the member business.
Should a member business be owned equally by husband or wife, co-partners, or other co-owners, each such husband and wife, co-partner, or co-owner, shall be considered an Active Member for any and all purposes however; in no event shall any member business be allowed more than one vote per business nor may more than one Active Member from the same business hold office in the Association during the same calendar year. Notwithstanding anything above, the dues structure for the type of ownership detailed herein shall be the same as the existing
Active/Associate Member dues structure of the Association, whereby the co-owners shall pay dues as if there is an Active Member and Associate Member arrangement for the member business.
3. Membership Business Classification
Membership in this Association shall be limited to only one Membership Classification from any particular trade, profession, business, or category.
4. Membership Application
Prior to submitting an application for membership in the Association, a prospective member shall be brought to a regular meeting as a guest of a current member for a minimum of three (3) visits. After the attendance at three (3) Association Meetings, should the prospective member wish to join the Association, such prospective member shall submit a Membership Application to the Membership-Classification Committee or a member of the Board of Directors. Such Committee or the Board of Directors will initially ascertain if the classification is open and if such prospective member meets the qualifications for membership.
If it is determined that the proposed member satisfies the Association eligibility criteria, the Committee or Board member shall submit the name of the proposed member to the Board of Directors for a vote as to whether to present such proposed member to the Association for membership.
If the Board of Directors has voted favorably upon the newly proposed member, the Board of Directors shall order the proposed member to be presented to the Association Membership at the Association’s next Regular Meeting of the Association. At this meeting, a voice vote of the membership will be taken, unless there is more than one (1) proposed member for the business or profession, and in such an event, the vote of the membership shall be taken by secret ballot. Provided the proposed member receives no more than ten (10) dissenting votes, such proposed member will be admitted into the Association under a specific business category as determined by the Board of Directors.
Any Associate Members shall be granted membership in this Association upon a majority vote of the Regular or Special Meeting of the Board of Directors.
1. Regular Meetings
The Association shall meet regularly each week at a place and time designated by the Membership. There shall be no meetings on the following “holiday” dates in addition to any other date the Board of Directors deems advisable:
One time per month, an Active Member may designate a person who is active in the membership business, to attend a Regular Meeting of the Association, in substitution for the Active Member. Such Substitution Member’s attendance at the meeting of the Association shall count towards the Quarterly Attendance Requirements as set forth in Article VII Paragraph 2 below. Such Substitution Member shall have no rights to vote in the organization.
Thanksgiving Friday
Christmas Friday
New Year’s Friday
Good Friday
Memorial Day Friday
July 4th Friday
Labor Day Friday
The Friday during Spring Break
2. Annual Meeting
The first Regular Meeting of the Association in January of each year shall be designated as the Annual Meeting for the election of Association Officers and Directors.
3. Special Meetings
Special Meetings for special purposes may be called by the Board at such times as are thought advisable. Such Special Meetings may transact only business as is specified in the call, and Special Meetings may not supersede a Regular Meeting, except when the Board determines same is necessary.
1. Officers and Term
The Officers of this Association shall be President, Vice President, Secretary, and Treasurer.
The President, Vice President and Secretary shall be elected by ballot each year at the Annual Meeting to serve for a one-year term. The Treasurer shall be elected by ballot at every other Annual Meeting and shall serve for a two-year term.
Any member may hold the same office for more than one consecutive term, except for the office of President, who shall be limited to two consecutive terms.
No member shall hold more than one office.
2. Duties of Officers
It shall be the duty of the President to preside at all meetings of the Association. The President shall sign all documents and contracts on behalf of the Association and shall perform such other duties usually pertaining to his office.
In the case of absence or disability of the President, the Vice President shall assume the duties of the office of the President. The Vice President shall be in charge of the Programs for the Association.
The Secretary shall keep the minutes of all proceedings and record the same. The Secretary shall keep the roll, give notice of all meetings, notify officers of election, send the names of the newly elected members to the Treasurer, on a monthly basis, post to the Association website minutes of each meeting of the Board of Directors, and perform such other duties as the office may require.
The Treasurer shall receive and safely keep all monies of the Association and pay out the same only on order of the President. The Treasurer shall, on a monthly basis, post to the Association website a report setting forth the Association’s financial status.
3. Eligibility and Election of Officers
No member shall be eligible to hold office who has not been a member of the Association for six (6) months.
All Officers shall be elected by ballot at the Annual Meeting and shall assume office at then close of that meeting.
4. Vacancies
Should a vacancy occur in the office of President, the Vice President shall assume the duties of the President. The resulting vacancy in the office of Vice President, and a vacancy in any other office, shall be filled by special election.
1. Election of Directors and Duties
There shall be elected at the Annual Meeting from the Active Members of the Association, six (6) directors who shall serve a one (1) year term, and who shall meet with the Officers of the Association to perform such duties as shall be provided by these Bylaws. In the event the Association President is elected for a consecutive term, a seventh (7th) director shall be elected to serve on the Board of Directors for that particular year. These Board members together with the Officers, and immediate Past-President of the Association shall constitute the Association’s Board of Directors. The immediate Past-President shall serve on the Board of Directors for a one (1) year term.
To be eligible to serve on the Board of Directors, an Active Member must be in good standing and have been an Active Member of the Association for at least six (6) months.
It shall be the duty of the Board to conduct all the business of the Association, to accept committee reports and recommendations, to take such action as it deems advisable, and to appoint one (1) member of the Board of Directors to serve as an additional signatory on all the Association’s financial accounts. All decisions of the Board of Directors are final, except that upon the request of any Active Member in good standing, any decision of the Board may be taken to the membership at a Regular Meeting. If a quorum is present at such Regular Meeting, a vote by two thirds of the Active Members present shall over-ride the decision of the Board of Directors.
2. Vacancies of Board of Directors or Certain Officers
Vacancies occurring among the Members of the Board of Directors shall be filled by election by the Board of Directors at a Regular Meeting of the Board of Directors.
The Immediate Past-President shall serve as Chairman of the Board of Directors. If for any reason the Past-President is unable to serve, the Board of Directors shall elect a Chairman from among its members.
3. Electronic Meetings of the Board of Directors
The Board of Directors of the Association may hold meetings by using a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination thereof, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, the Association must (1) implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified and (2) keep a record of any vote or other action taken. Participation in such a meeting shall constitute presence in person at the meeting.
1. Initiation Fee
The initiation fee shall be $100.00. Quarterly dues shall be in an amount set by the Board of Directors.
2. Date Dues Payable
Quarterly dues are payable on January 1, April 1, July 1, and October 1 of each calendar year. Dues may be prepaid at any time.
3. Arrearage
Members who have failed to pay their dues within thirty (30) days of the date on which they became due shall be declared to be in arrears.
Any member who is in arrears in paying such member’s quarterly dues for a period of two (2) months, from the date on which such dues were due may, at the discretion of the Board of Directors, be terminated from the Association.
Any member who has been terminated from the Association for failure to pay dues shall not be reinstated until that member has paid any past due arrearages, been re-elected to the Association at a Regular Meeting, paid the regular initiation fee, and paid the prorated quarterly dues amount.
4. Refund of Dues
No cancellation or refund of dues shall be made, unless a member voluntarily withdraws from the Association and in such event, such withdrawing member’s dues shall be prorated at one third (1/3) times (x) the number of remaining months in such quarterly dues period or if such member has prepaid dues for the entire year, such dues shall be prorated at the number of remaining months in the year.
5. Pro-rata Dues
When an election takes place at any other time other than the beginning of a semiannual period, then new member dues shall be prorated at one-third (1/3) times (x) the number of remaining months in such quarterly dues period.
1. Duration
Membership in the Association shall continue during the existence of the Association, unless terminated as herein provided.
2. Quarterly Attendance Requirements
Active Members are expected to attend seven (7) of thirteen (13) meetings of the Association each quarter. At the discretion of the Board of Directors, any Active Member who misses seven (7) or more meetings in any single calendar quarter shall be subject to the termination of such member’s membership in the Association. All Active Members shall be credited with (i) attendance at any meeting not held due to the holiday dates set forth in Article III above and (ii) any other meeting which is not held at the regular weekly meeting location.
3. Termination of Membership
When a member ceases doing business under the classification under which such member was admitted, the membership of that member shall be terminated.
When a member’s business is sold, the membership of that business in the Association shall not be terminated, provided that the new owner(s) of such business designates a new Active Member that meets with Article II, Membership Availability qualifications and makes application to the Board of Directors pursuant to Paragraph 4 below.
Any membership may be terminated by the Board of Directors provided it is in the best interest of the Association and provided the member has been served with due notice and shall have any opportunity to be heard by the Board of Directors. In the event the member so desires, he may appeal the action taken in his case to a meeting of the members.
4. Change of Active Member
If the Active Member of any business is changed for any reason, the current active member must notify the Board of Directors of the change, and the proposed new Active Member must apply to the Board of Directors for admission to the membership as the new Active Member. The new Active Member must meet the qualifications for membership as set out in Article II Paragraph 2 above.
All committees shall be appointed by the President and shall consist of at least three members. The Standing Committees shall be appointed at the first Regular Meeting following the annual meeting.
The President shall be empowered to appoint such special committees as he deems necessary.
The initial Standing Committee shall be as follows:
Membership-Classification
The duties and responsibilities of the Standing Committee shall be as follows:
Membership-Classification
It shall be the duty of this committee to promote and encourage the securing of new members for the Association; to consider all applications for membership, and to investigate the character, business, social and community standing, and general eligibility of all proposed members; to review the application for restrictions in accordance with the Bylaws; and to report its decision on all applications to the Board of Directors.
It shall also be the duty of this committee to open classifications as they feel would be of benefit to the Association and to fix the classification of all current and proposed members. This committee shall determine whether or not there is sufficient conflict between members and proposed members as to be detrimental to the Association or any member in good standing. In case of conflict between existing classifications, and on the complaint of one or more members, the committee shall consider the merits of the case and recommend to the Board of Directors such action as seems advisable. The decision of the Board of Directors shall be final except as otherwise provided in the Bylaws.
All meetings other than any Special Meetings shall have the following order of business:
1. Meeting called to order
2. Minutes of previous meeting
3. Reports of Officers and Committee Chairmen
4. Introduction of members
5. Introduction of guests
6. General leads
7. SEA thanks
8. Program
9. Adjournment
Fifty-one percent (51%) of the Active Members attending a Regular Meeting, Annual Meeting, or a Special Meeting shall constitute a quorum for any transaction contemplated in these By-Laws.
Roberts Rules of Order, Revised shall be the parliamentary authority for this Association.
Any amendment to these Bylaws may be proposed at any Regular Meeting. If such Amendment is voted on and passes at such Regular Meeting by a majority vote of the Active Members at the following monthly Regular Meeting, such Amendment shall be adopted and become part of the Bylaws.
These Bylaws may be suspended in case of emergency by four-fifths (4/5) vote of all those present and entitled to vote at any meeting at which quorum is present.
The finances of the Association shall be deposited in a bank approved by the Board of Directors.
All checks or other order for the payment of funds of the Association shall be signed by the Treasurer.
No officer, director, committee chairman, or committee member shall have the power to contract or incur any liability without the authority of the Board of Directors and in no event, in excess of the specific appropriation made by the Board of Directors.
The Board of Directors shall have no authority to incur or contract liabilities or make appropriations in excess of the net worth of the Association By-Laws