BRIDGES Bylaws (approved 12/14/16)
B.R.I.D.G.E.S. NETWORKING L.L.C.
BYLAWS OF B.R.I.D.G.E.S. Networking L.L.C.
ARTICLE I – NAME, PURPOSE, COMPONENTS
Section 1 – NAME
The name of the organization shall be B.R.I.D.G.E.S. NETWORKING L.L.C. and shall hereafter be referred to as B.R.I.D.G.E.S. or B.R.I.D.G.E.S. NETWORKING L.L.C. interchangeably.
B.R.I.D.G.E.S. is an acronym for Building Relationships Involving Development Growth Expansion and Support.
Section 2 – PURPOSE
The B.R.I.D.G.E.S Networking organization is exclusively formed for the purpose of business networking and collaboration, including, but not limited to, lead generation, camaraderie and business education.
Section 3 – COMPONENTS
The components of B.R.I.D.G.E.S. include:
– Various clubs composed of members holding unique categories
– Elected officers within each club – President, Membership Chairperson and Board Representative – who act on behalf of the membership at Governing Board Meetings
– A Governing Board, composed of elected officers from each club
– Committee members within each club, including membership committee members, website manager and any other specially designated duty appropriate for the club.
ARTICLE II – STRUCTURE
Section 1 – CLUBS
A) Definition: Regional collection of business persons who will have exclusivity in their business classification. Clubs consist of a minimum membership of eight business professionals.
B) Locations: Geographic establishment for individual clubs shall be approved by the Board of Directors.
C) Meetings: The official club meeting shall convene only on a Tuesday or Thursday at times that coincide with breakfast or lunch time meals.
a) Members are strongly encouraged but not required to participate in the meal. A meeting may convene in a “brown bag” environment that allows members to bring their own meal.
b) Meetings shall be 75 minutes with the first 15 minutes set for networking with other members and guests.
- A prescribed order will be suggested but not required for each club meeting.
- Suggested orders of meetings will be approved by the official Board.
D) Size: Clubs shall maintain a minimum attendance of no fewer than 8 active members. Should a club drop below 8 active members in attendance for more than 30 days or 4 consecutive meetings, the Governing Board shall evaluate the viability of the club and take appropriate actions to either build the attendance or close the club and invite the existing members to join other clubs.
Section 2 – MEMBERSHIP
Membership shall consist of business persons in and around the community served by any existing local club for the mutual benefit of the member and the club.
1) Membership shall belong to actual persons and not business entities.
2) Members shall be principally involved in the promotion of their represented business. While it is not necessary to be engaged “full-time” it is expected that the represented business will be the member’s primary classification.
3) Each member shall be allowed a single business classification per club and may not represent said classification in more than one club except under the following exceptions;
a) The member is involved in the development of a new club expansion and may participate in the new club without forfeiting their current club membership. Dual participation shall last until a suitable replacement for their business classification can be found or for one year whichever is less.
b) Members of other clubs may attend clubs where their specific business classification has not been filled.
4) Membership shall be at the approval of the individual club membership committee. Membership shall be determined on the basis of how each new member will contribute to the overall benefit of the club as a whole, and to the furtherance of the B.R.I.D.G.E.S. purpose statement.
5) Membership shall not be denied on the basis of sex, religion, race, color, creed, national origin, or political affiliation.
1) It is the responsibility of each member to attend at least 75% of the meetings per quarter, generally accepted as 3 out of 4 meetings per month to remain ACTIVE. It is encouraged for members to prioritize attendance on a regular basis and schedule B.R.I.D.G.E.S. networking into the calendar as a part of doing business.
2) It is the responsibility for each member to inform their club of absence using the absence form on the website.
3) It is the responsibility of each member to participate with respect and support for other club members.
4) It is the responsibility of each member to engage in building relationships with other members, including, but not limited to, meeting one-on-one and other accepted methods of networking.
5) It is the responsibility of each member to actively promote B.R.I.D.G.E.S. outside of meetings toward the expansion of B.R.I.D.G.E.S. by extending invitations to prospective, compatible individuals who may become members.
6) It is the responsibility for each member to represent only their unique category in their club, respecting any potential conflicts with other members who represent their own unique categories.
7) It is the responsibility of each member to meet with members of the membership committee to apply for and claim their unique category and be admitted as a member for a particular club. If a member chooses to change the category he/she represents, then it is the responsibility for that member to get approval once again from the membership committee.
8) It is the responsibility of each member who intends to suspend membership or take a leave of absence to inform the membership chairperson in writing.
9) To remain an active member, it is the responsibility of each member to pay their annual club membership dues of $48 no later than January 31st of the calendar year.
D) Activation/ application process
Prospective members must:
1) Attend a minimum of two B.R.I.D.G.E.S. meetings
2) Speak with, in an interview process, all members of the membership committee
3) Fill in an application available online through the B.R.I.D.G.E.S. website
4) Upon approval of the membership committee, submit an application fee in the amount of $50 to B.R.I.D.G.E.S. Networking at which point members are considered ACTIVE. New members will be required to pay prorated annual membership dues of $4 per month for the remaining months of the calendar year. Membership dues are non-refundable.
E) Suspension/Leave of Absence
Members may suspend their membership or take a leave of absence due to extenuating circumstances that may include, but are not limited to:
1) Family emergency
2) Extended business travel
3) Other-contingent on the approval of the Membership Chairperson
Suspension or Leave of Absence may be for a period of 30 days after which time the member must resubmit a request in writing for Leave of Absence. It is at the discretion of the membership committee to continue or extend the Leave of Absence period or to actively pursue replacement of that category.
Members may reinstate their membership to Active Status after a leave of absence at the approval of the membership committee. If the leave of absence has been longer than 90 days, the position will become open and inactive members must reapply for membership, resubmitting an application fee and membership dues.
1) Member Initiated Termination (Resignation): Membership may be terminated by the individual at any time. However, courtesy would suggest that 2 weeks advance notice be given so as to allow time to publicize vacancies.
2) Default Resignation: In the event a member is unable to make the attendance requirement they shall be considered resigned by default. Provided there are no other issues regarding their membership they shall not be considered dismissed from membership and shall be eligible for reinstatement.
Excessive absenteeism may be considered a resignation by default. However, because circumstances may arise in a member’s life or business, and because B.R.I.D.G.E.S. is a relationship group, attempts will be made by the membership committee to determine the intent of the member regarding their status.
3) B.R.I.D.G.E.S. initiated Termination
Membership may be terminated by B.R.I.D.G.E.S. if it is determined that membership responsibilities are not being met. Conditions shall include, but not be limited to:
a. Excessive absence – It is expected that members attend a minimum of 75% of meetings quarterly unless notification has been made for excused absence.
Excused absences shall include but not be limited to:
– The member is away on business
– The member is ill
– The member is out of town on vacation
– The member is taking a guest to a different B.R.I.D.G.E.S. meeting
– The member is volunteering at a new B.R.I.D.G.E.S. club start-up
b. Failure to fulfill the responsibilities of membership as defined in these bylaws.
c. Engaging in behavior that is flagrantly disrespectful and/or embarrasses the club.
d. Failure to maintain good membership standing.
e. Failure to respect the categories of other members with whom they have potential cross-over.
f. Failure to pay annual membership dues by January 31st of the calendar year.
G) Procedure for Removing Members
Any member in good standing with the club may bring charges against another member by presenting his/her concerns to the Membership Committee. The member identified in the complaint must be notified via e-mail or telephone by the Membership Committee for the reason of the proposed removal two weeks in advance of a vote by the Membership Committee to consider removal.
The member identified in the complaint will be given the opportunity to present his/her case to the Membership Committee prior to any vote on his/her membership.
To revoke membership, the Membership Committee will vote at a prescheduled meeting. A majority of the normal quorum present at that Membership Committee meeting must vote for removal in order for the expulsion to become official.
If the member against whom the complaint is brought is a member of the Membership Committee, a temporary alternate shall be appointed by the remaining members of the Membership Committee to fill in for the person that the complaint was against for purposes of the expulsion vote.
All reinstatements shall be reviewed by the local club with recommendations to be ratified by the Board.
1) Resigned members
Members who resign have a 30 day grace period to reinstate their membership. If they wish to return after 30 days they shall make application as a new member and follow all procedures for membership of that club and shall pay the current application fee and any remaining annual membership dues at a prorated amount of $4 a month. Membership dues are non-refundable.
a) If a resigned member wishes to return to B.R.I.D.G.E.S and an existing member of any club has concerns as to the appropriateness of the return, they may request a review of the membership reinstatement by the Board.
2) Dismissed members
The vetting process for membership is extensive and the process for dismissal is equally extensive. Therefore, should a member be dismissed from membership in any club they shall not be granted future reinstatement in any B.R.I.D.G.E.S club.
In the event that an existing member wishes to change clubs, they shall be required to follow all existing criteria for a new member of that club, minus the application fee.
ARTICLE III – CLUB LEADERSHIP
Section I – OFFICERS
Officers shall consist of the Club President, Membership Chairperson and the Club Delegate or Representative. Each officer shall serve for a one-year term. The Membership Chairperson will roll up to the office of Club President the following year to insure continuity on the Governing Board.
Section 2 – DUTIES
The Club President shall be responsible for the weekly oversight of the club meeting and may make appointments to committees and other assignments as deemed necessary.
The Club Delegate or Representative shall have oversight of the weekly presentations and shall make assignments as deemed necessary for the successful flow of the club.
The Club President, Membership Chairperson and the Club Delegate/Representative shall serve on the Board of Directors, also called the Governing Board.
Section 3 – QUALIFICATIONS
Club President shall be a member in good standing for a minimum of one (1) year. The Membership Chairperson and Club Delegate shall be a member in good standing for a minimum of six (6) months.
Section 4– SELECTION
The President, Membership Chairperson and Club Delegate shall be elected by majority vote at the regular club meeting that shall fall two weeks prior to the Annual Meeting.
Section 5 – COMMITTEES
Each local club shall have authority to establish committees as are necessary for their individual functioning. Each local club shall have as a minimum a Membership Committee comprised of no fewer than 3 and no more than 5 members. Local clubs are encouraged to rotate membership committee members periodically.
The Membership Chair is elected by the membership. The Membership Chair will serve for one year and then roll up to the office of President of the club. If unable to roll up to the President, another person will be elected by the club membership.
Section 6 – VACANCIES
In the event an officer is unable to fulfill the term of their office, local clubs shall elect a replacement for the remaining term at a regular club meeting not less than two weeks and not more than 4 weeks after the vacancy.
ARTICLE IV – ANNUAL AND SPECIAL MEETINGS
Section 1 – ANNUAL MEETING
The date and location of the regular annual meeting shall be set by the Board of Directors for the fourth (4th) quarter of the calendar year.
Section 2 – SPECIAL MEETINGS
Special meetings may be called by the Chair or the Executive Committee.
Section 3 – NOTICE
Notice of each meeting shall be published on the B.R.I.D.G.E.S. website not less than thirty (30) days before the meeting in addition to verbal announcements at the respective club meetings not less than 30 days prior to said meeting.
Section 4 – ORDER
All annual meetings of B.R.I.D.G.E.S. Networking shall be conducted in accord with Robert’s Rules of Order.
ARTICLE V – EXPANSION
The B.R.I.D.G.E.S Networking organization is unique in its conception and establishment. From time to time the desire to establish new clubs may arise from within or without an existing club. Therefore, in an attempt to keep the integrity of the original intent of the organization and preserve the atmosphere which is so unique, certain guidelines should be observed. They are the following:
Section 1 – PROCEDURE
Prospective clubs shall gain the approval of the official Board as to the location, timing, and appropriateness of any proposed expansion.
All prospective clubs involved in the expansion of B.R.I.D.G.E.S. shall be directed and overseen by a minimum of 2 existing members. These members shall have been members in good standing of an existing local club for no less than 1 year. In addition to these members, the support and oversight of the expansion shall be obtained from an existing Board member who shall serve temporarily as the Expansion Club President until the club is filled and can nominate and vote on a President and Delegate.
Consideration shall be given to the geographic proximity of existing clubs so as not to detract from existing clubs. No financial obligation on behalf of B.R.I.D.G.E.S shall be made in regard to securing a location.
All expansions will follow the prescribed schedule for B.R.I.D.G.E.S
The launch date for all expansions shall be approved by the Board either at its regularly scheduled meeting or via electronic communication.
There shall be no fewer than 12 active members to obtain an official charter.
The Expansion club shall maintain a minimum of 12 active members for no less than 30 consecutive days or 4 consecutive meetings.
The Expansion club shall have held no fewer than 8 consecutive meetings.
ARTICLE VI – BOARD OF DIRECTORS
Section 1 – BOARD ROLE, SIZE AND COMPENSATION
The Board is responsible for overall policy and direction of B.R.I.D.G.E.S. Networking L.L.C. The Board shall consist of not less than one member from each club and not more than three members from each club. The board receives no compensation.
Section 2 – MEETINGS
The Board shall meet at least once per calendar quarter, at an agreed upon time and place.
Section 3 – MEMBERS
Board members shall consist of local Club Presidents, Membership Chairpersons and Delegates.
Section 4 – TERMS
All Board members shall serve one year terms, but are eligible for re-election.
Section 5 – QUORUM
A quorum must be attended by at least 60 percent of the Board members before business can be transacted or motions made or passed.
Section 6 – NOTICE
An official Board meeting requires that each Board member have written notice two weeks in advance. Notice by electronic means is acceptable.
Section 7 – OFFICERS AND DUTIES
The Board of Directors shall consist of a President, Vice President, Secretary, and Treasurer. Officers shall be selected from elected officials from B.R.I.D.G.E.S. clubs. The office of Secretary and Treasurer may be filled by a single individual.
Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice President, Secretary and Treasurer. The President shall establish and prepare the agenda for the regular Board meetings as well as any Specially Called Board meetings. The President shall communicate the agenda to the Secretary for distribution to the Board members.
The Vice President will chair committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer shall assist in the preparation of the budget and make financial information available to Board members and the public.
Section 8 – VACANCIES
When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 9 – RESIGNATION, TERMINATION, AND ABSENCES
A) Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
B) Replacement – In the event a Board member position is vacated, it shall be the responsibility of the respective Club to select a replacement officer to fill the remainder of the term. This position will be filled before the next regularly scheduled Board meeting.
Section 10 – SPECIAL MEETINGS
Special meetings of the Board shall be called upon at the request of the President or one-third of the Board. Notice of special meetings shall be sent out electronically by the Secretary to each Board member two weeks in advance.
Notifications of special meetings and other communications may be made electronically.
Section 11 – BUDGET AND FINANCES
The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year.
Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VII – COMMITTEES
Section 1 – CREATION
The Board may create committees as needed, such as social, new member development, education, etc. The Board Chair appoints all committee chairs.
Section 2 – THE EXECUTIVE COMMITTEE
The Board officers serve as the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
ARTICLE VIII – AMENDMENTS
These Bylaws may be amended when necessary by a two-thirds majority of the organizational membership.
Proposed amendments must be submitted to the Secretary to be sent out with regular announcements.