JANUARY, 2000 Adopted 4/26/00
ARTICLE I :: OFFICE AND CHAPTERS
1.01. Location. The office of this non-profit association (hereinafter referred to as: "Association") shall, for the transaction of its business, be located in the Commonwealth of Pennsylvania at an address designated by the Board of Director The location of the office within the Commonwealth may be changed by the Board I Directors by noting the changed address. A change of address shall not be deemed j be an amendment to these Bylaws.
1.02. Chapters. The Board of Directors may establish chapters of the Association in locations or regions within the Commonwealth of Pennsylvania. The number of chapters and the requirements for establishment of chapters shall be at discretion of the Board. Each chapter formed shall abide by these Bylaws.
ARTICLE II :: PURPOSES
2.01. The purposes of the Association are:
- (a) To voluntarily unite those engaged in the sale of businesses in the Commonwealth of Pennsylvania, and to develop the highest standards I professionalism among its members;
- (b) To elevate, maintain and improve the educational standard of its Membership;
- (c) To better serve the public by creating a broader and more active market for business opportunities;
- (d) To encourage members to adhere to the principles of its Code of Ethics are To uphold the highest standards of business practice;
- (e) To serve as a forum for those who, by virtue of their unique experience and/or knowledge, enhance the ethical and professional standards of the Association and offer a special benefit to the business brokerage market; and
- (f) To provide a means to enhance marketing capabilities by encouraging the sharing of business opportunity information among the members of the Association.
ARTICLE III :: MEMBERSHIP
3.01. Classes of Members. The Association shall have two classes of member each of whom shall be a firm, represented by a principal of the firm as either its prime or its alternate representative. Individuals associated with a member firm may also be members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
- (a) Primary Member: A firm which has the sale of businesses as its primary business activity. The firm shall be represented by a principal, or by a member of the firm appointed by the firm. Membership dues paid by the firm entitle one individual appointed by the firm to be the member representative. Primary members shall have the right to vote on any matter authorized by these Bylaws.
- (b) Associate Member: A firm, or individuals appointed by a firm, who are involved in business brokerage or related activities such as banking, finance, accounting, or the practice of law. There shall be no restrictions on the numbers of individuals from a firm who may join the Association in this class. Associate members are not entitled to a vote.
3.02. Qualifications. Any firm actively engaged in the business brokerage industry, or an individual associated with the firm, recommended by at least one (1) Association Primary Member in good standing, which submits an application for membership and agrees to abide by the Bylaws and Code of Ethics of this Association, may be accepted as a Primary or Associate Member by the Board of Directors after being reviewed and proposed by the Membership Committee.
- (a) Admission must be proposed to the Board of Directors through the Membership Committee by at least one (1) Primary Member in good standing.
- (b) Application for membership shall be made in writing on a form prescribed by the Board of Directors. The Applicant shall be given a copy of the Association Bylaws, Code of Ethics and any other rules and regulations that may apply.
- (c) The Membership Committee shall review the application and shall determine whether the applicant should or should not be accepted as a Primary Member or Associate Member.
- (d) Applicants meeting the membership requirements shall be admitted as members upon approval by the Board of Directors and payment of dues (as herein specified).
- (e) Applicants not accepted as members by the Board of Directors may reapply for membership after one (1) year from the date of rejection by the Board of Directors. This time requirement may be waived by a vote of a majority of the Board of Directors.
- (f) Membership requirements may be changed from time to time by resolution of the Board of Directors and a vote of the membership.
3.04. Fees. Dues and Assessments. The Association dues, fees and associated payment schedules shall be determined from time to time by resolution of the Board of Directors. Regular annual dues shall be payable in advance on or before January 31st of each year. A late fee will be assessed on all dues paid after January 31st, as determined by the Board of Directors.
- (a) The Association dues, fees and associated payment schedules shall be determined from time to time by resolution of the Board of Directors.
- (b) Regular annual dues shall be payable in advance on or before January 31st of each year. A late fee will be assessed on all dues paid after January 31st, as determined by the Board of Directors.
- (c) The first payment of annual dues for new members shall be made within 30 days of written acceptance into membership. Annual dues for new members will be prorated on a quarterly basis.
- (d) Annual dues shall not be refundable if membership is terminated.
3.05 Membership Book. The Association shall keep a membership record containing the name, address and phone number of each member. Termination of the membership of any member shall be recorded in this record. This record shall be kept by the Chairman of the Membership Committee, or by someone else designated by the Board of Directors.
3.06. Non-Liability of Membership. No officer or member of this Association shall be personally liable for the debts, liabilities or obligations of the Association.
3.07. Termination of Membership and Reinstatement.
- (a) For Nonpayment of Dues. The membership of any member which fails to pay its dues when they become due, or within thirty (30) days thereafter, may be terminated at the end of the thirty (30) day period.
- (b) Upon Expulsion. Upon expulsion as defined by Section 3.08.
- (c) Rights on Termination. All rights of membership in the Association or in its property shall cease on termination of membership.
- (d) Reinstatement. Any member whose membership is terminated as herein provided, other than by death, may have its membership reinstated on such terms as the Board of Directors, in its sole discretion, may deem appropriate. Nothing in this Section shall be deemed to obligate the Board of Directors to reinstate the membership of a former member.
3.08. Suspension or Expulsion.
- (a) Grounds for Suspension. Any member can be censured, suspended for a period not to exceed sixty (60) days, or expelled from this Association for good cause by the vote of a majority of the Board of Directors, provided it is first given notice of the proceedings against it and then has an opportunity to be heard in its own defense, before the Membership Committee.
- (b) Initiation of Suspension. Proceedings under this section shall be initiated by resolution of the Membership Committee, or, upon the failure of the Committee to act, by petition signed by at least twenty percent (20%) of the voting members of the Association presented to the President or Secretary of the Association. On adoption of the resolution or receipt of the petition, as the case may be, the President or Secretary shall schedule the matter to be heard at the first regular or special meeting of the Membership Committee. held not less than thirty (30) nor more than sixty (60) days after adoption of the resolution or receipt of the petition. The Secretary shall deliver the resolution or petition, together with a notice of the time and place of the hearing, to the subject member either in person or by United States Mail addressed to it at its address as it appears on the books of the Association. Should the Secretary fail or refuse to do so, such copy and notice may be delivered as herein provided by any Director of the Association, or by any primary member signing the Petition where proceedings are initiated by petition, and, in such event, the matter shall be heard at the next regular or special meeting of the Membership Committee at which a quorum is present, held not less than ten (10) days after the copy and notice are personally delivered or deposited in the United States Mail. If a quorum fails to attend such meeting, the matter against the member shall be dismissed on the ground that failure to secure a quorum at either of the two (2) meetings constitutes a tacit vote of the Committee against imposition of discipline. Such dismissal of the matter shall be automatic and final, except that the alleged conduct giving rise to the proceeding may be considered in any subsequent proceeding under this section based on future alleged misconduct of the member.
- (c) Notice of Meeting. Notwithstanding any other provision in these Bylaws, notice of the meeting at which the hearing is first scheduled, or subsequently scheduled, must be given to all members of the Membership Committee, as required by these Bylaws for special meetings.
- (d) Hearing. The hearing shall be informal and shall be presided over by the Chairman of the Membership Committee, who shall (1) read the charges against the subject member; (2) require that the charges be verified by the testimony of the persons making them; (3) hear any other witnesses against the subject member; (4) allow the subject member to cross-examine each witness following the testimony of that witness; (5) allow the subject member to make a statement in its own behalf; (6) allow the subject member to call witnesses in its own behalf; and (7) allow the Directors present, when and as recognized by the Chair, to question witnesses after they have been questioned by the subject member.
- (e) Discipline. If a majority of the Committee members present at the hearing vote to impose discipline and the Board of Directors votes to impose discipline, the discipline imposed shall be put in letter form, and signed by the Chairman of the Membership Committee. The original letter shall be filed with the minutes of the meeting at which hearing was held and a copy thereof addressed to the member at the address as it appears on the books of the Association.
- (f) Reinstatement. An expelled member shall not be eligible for reinstatement or readmission to the Association prior to the expiration of one (1) year from the date of his expulsion.
- (g) Good Cause. Good cause as used herein requires that the member (1) has failed and continues to fail to abide by the Articles of Incorporation, or Bylaws of the Association, or the Code of Ethics, or other rules and regulations of the Board of Directors; or (2) has demonstrated gross incompetence in the field of business brokerage, or has dealt in an unfair, unethical or fraudulent manner towards the public, or has failed to meet continuing professional requirements as prescribed by the Directors from time to time or (3) has committed or is in the course of committing some act or acts prejudicial to the purpose of the Association; or (4) has failed to fulfill its financial obligations to the Association.
- (h) Termination of Rights. All rights of a member in the Association or in its property shall cease on its expulsion. It shall be within the sole discretion of the Board of Directors, after receiving a recommendation from the Membership Committee, to suspend or expel the member and the remedies shall be independent of each other.
3.09. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges previously accrued and unpaid.
ARTICLE IV :: MEETING OF MEMBERS
4.01. Meeting of Members. An annual meeting of the members shall be held during the first week in October for the purpose of electing officers and for the transaction of other business as may come before the meeting. The Board of Directors may vary the date of an annual meeting by 30 days on either side of the designated week. The day fixed for the annual meeting shall not be a legal holiday in the United States. If the election of officers shall not be held on the day designated for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon as practicable thereafter.
4.02.lnterim Meetings. Meetings of the membership, including the annual meeting held in October, shall be held at least semi-annually unless otherwise stipulated by the Board of Directors. An amendment of the Bylaws is not required to change the dates of the meetings.
4.03. Special Meetings. Special Meetings of the members shall be called by the President, by any three (3) Directors of the Association, or not less than twenty percent (20%) or more of the voting membership of the Association, and held at such time and place within the Commonwealth of Pennsylvania as may be ordered by resolution of the Board of Directors, or by Members holding not less that twenty percent (20%) or more of the voting power of the Association.
4.04. Place of the Meeting. The Board of Directors may designate any place, within the Commonwealth of Pennsylvania, as the place of meeting for any annual or interim meeting, or for any special meeting called by the Board of Directors.
4.05. Notice of Meeting. Printed notice of the time, date, and place for every annual, interim or special meeting shall be delivered to each member by United States Mail at least fourteen (14) days prior to such meeting, by or at the direction of the President, Secretary, or the officers or persons calling the meeting. When mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at its address as it appears on the records of the association, with postage thereon prepaid.
4.06. Informal Action by Members. Any action required by law to be taken at a meeting of the members may be taken without a meeting, if a consent, in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.
- (a) Voting Rights. Each Primary Member is entitled to one (1) vote on each matter submitted to a vote of the members. Voting at duly held meetings shall be voice vote, except as otherwise provided in these Bylaws. Election of officers and Directors shall be by ballot if any office is contested.
- (b) Voting By Mail. Notwithstanding the provisions of paragraph (a) hereof, any vote, including the election of officers and directors, may be conducted by mail in such manner as the Officers and Directors shall determine.
- (c) Fractional Vote. No single vote shall be split into fractional votes.
- (d) Cumulative Voting. Cumulative voting for the election of officers and directors shall not be authorized. The candidates receiving the highest number of votes are elected.
4.08. Conduct of Meetings. Meetings of members shall be presided over by the President of the Association or, in his absence, by a Vice President, or in the absence of both, by a chairperson chosen by a majority of the voting members present.
4.09. Quorum. The Primary Members holding thirty-three percent (33%) of the votes which may be cast at any meeting (based on the total number of paid-up Primary Members on January 31st) shall constitute a quorum at such meeting. If a quorum is not present at any meeting of Primary Members, a majority of the members present may adjourn the meeting without further notice.
4.10. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member. No proxy shall be valid after three (3) months from the date of its execution, unless otherwise provided in the proxy.
ARTICLE V :: DIRECTORS
5.01. Number. The Association shall have not less than five (5) nor more than seven (7) directors, who shall be known as the Board of Directors. All directors shall be primary members. The Board of Directors shall be comprised of the four (4) current officers (President, Vice President, Secretary and Treasurer), the immediate past President. and two (2) at-Iarge members. However. the Primarv Members of the Association may increase or decrease the size of the Board of Directors by majority vote
5.02. Powers. The Directors shall exercise the powers of the Association, control its property, and conduct its affairs.
5.03. Duties. It shall be the duty of the Directors to:
- (a) Perform any and all duties imposed on them collectively or individually by law, or by these Bylaws;
- (b) Except as otherwise provided in these Bylaws, prescribe the duties of all officers, agents, and employees of the Association;
- (c) Supervise all agents and employees of the Association to assure that their duties are properly performed;
- (d) Meet at such times and places as required by these Bylaws;
- (e) Require that special meetings of members be called whenever and as often as they deem necessary and whenever demanded by the required number as provided in these Bylaws; and
- (f) Register their addresses with the Secretary of the Association. Notices of meetings mailed to them at such addresses shall be valid notices thereof.
5.04. Reimbursement. Directors may receive reimbursement for actual and necessary expenses connected with their duties as Directors as may be fixed from time to time by resolution of the Board of Directors and a vote of the members.
- (a) Regular Meetings. At least one (1) regular meeting of the Board of Directors shall be held each year.
- (b) Special Meetings. Special Meetings of the Board of Directors may be called by the President, or if he is absent, or unable, or refuses to act, by the Vice President, or by any two (2) Directors. Such meeting shall be held within the Commonwealth of Pennsylvania at a place designated by the person or persons calling the meeting.
- (c) Notice. The Secretary of the Association, or other person designated by the President, shall deliver written notice of the time and place of meetings of the Board to each Director personally, or by the United States mail, or telegram at least ten (10) days prior to the date of the meeting.
- (d) Conduct of the Meeting. Meetings of Directors shall be presided over by the President of the Association, or in his absence by the Vice President, or in the absence of both by a Chairperson chosen by a majority of the Directors present. In case the Secretary is absent from any meeting of Directors, the presiding officer may appoint any person to act as Secretary for the meeting.
- (e) Quorum a quorum shall consist of the majority of the directors
5.06. Majority Action as Board Action. Every act or decision by a majority of the Directors present at the meeting duly held at which a quorum is present, is the act of he Board of Directors unless the law or these Bylaws require a greater number.
5.07. Action by Unanimous Written Consent Without Meeting. Any action 'required or permitted to be taken by the Board of Directors under any provision of law nay be taken without a meeting, upon notification of all Board members by certified nail, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors. Any certificate or other document held under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the Bylaws of this Association authorize the Directors to do so, and such statement shall be prima facie evidence of such authority.
5.08. Removal of Directors. The entire Board of Directors, or any individual Director may be removed from office at any time by the vote of a majority of the voting members of the Association. If any or all Directors are so removed, new Directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed Directors.
5.09. Filling Vacancies by Directors. Vacancies caused by the death, resignation, or disability of a Director or Directors, or by removal as provided in these 3ylaws shall be filled by a majority of the remaining Directors.
5.10. Terms of Office. A person elected a Director between Annual Meetings shall hold office until the next Annual Meeting after his election, or until his removal or resignation. Any person elected as a Director of the Association shall act in such capacity for a period of two (2) years and may serve for no more than 2 consecutive terms, except for persons elected as Officers.
5.11. Non-Liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.
ARTICLE VI :: OFFICERS
6.01. Number and Titles. The Officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer. One person may hold two or more offices except those of President and Secretary, and any Office except the President and Secretary may be left unfilled at the discretion of the Board of Directors.
6.02. Election and Term of Office. The Primary Members at the annual meeting shall elect officers annually. The members who vote shall elect persons who shall become members of the Board of Directors as well as officers, and any person elected to the Board of Directors must be willing to act as an Officer in the event hat an elected officer shall resign or be removed from office.
6.03. Subordinate Officers. The Board of Directors may appoint such other >officers or agents as it may deem desirable, and such officers shall serve such terms, lave such authority, and perform such duties as may be prescribed by the Board of directors.
6.04. Removals and Resignation. Any officer may be removed with just cause by _ two-thirds (2/3) vote of the voting members at any regular or special meeting, and such officer shall be removed should he cease to be qualified for the office as herein required. If any officers are removed, new officers may be elected at the same meeting. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6.05. Vacancies. Any officer vacancy resulting from death, resignation, removal, disqualification, or other cause shall be filled by the Board of Directors for the remaining portion of the term.
6.06. Duties of the President. The President shall be the Chief Executive Officer of the Association and shall provide general supervision and control of the affairs of the Association subject to the control of the Board of Directors. He shall perform all duties incident to his office, and such other duties as may be required by law, or by these Bylaws, or which the Board of Directors may prescribe from time to time. He shall preside at all meetings of the members. Except as otherwise expressly provided by law or these Bylaws, he shall execute contracts, checks, or other instruments in the name of the Association as authorized from time to time by the Board of Directors. He shall serve as an ex officio member of all standing committees of the Association and shall preside as Chairman at all Board of Directors meetings.
6.07. Duties of Vice President. In the absence of the President, or in the event of hi_ inability or refusal to act, the Vice President shall perform all the duties of the President. When so acting he shall have all the powers of, and be subject to all the restrictions of, the President. The Vice President shall have such other powers and perform such other duties as may be prescribed by law, by these Bylaws, or by the Board of Directors.
6.08. Duties of Secretary.
- (a) certify and keep, at the designated office of the Association, the original, or a copy, or these Bylaws as amended, or otherwise altered to date. Copies of the Bylaws shall be held by each current Officer and Board Member.
- (b) Keep a book or minutes of all meetings of the Directors and members at the office of the Association or at such other place as the Board of Directors may order. The Secretary shall record therein the time and place of meeting, whether regular or special (and if special, how authorized), notice thereof given, the names of those present at the meetings of the Directors, the number of members present at meetings of members, and the proceedings thereof. Minutes of meetings shall be mailed to each member at least five (5) business days prior to the next meeting of the membership.
- (c) See that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law.
- (d) Exhibit at all reasonable times to any Director of the Association, on request thereof, the Bylaws and the minutes of the proceedings of the Directors and of members of the Association.
- (e) Exhibit at all reasonable times to any voting member, on written demand therefore for a purpose reasonably related to the interests of such member, the Bylaws and the minutes of meetings of the Directors or of the members of the Association.
- (f) Perform all duties incident to the office of Secretary and such other duties as may be required by law, by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.
6.09. Duties of Treasurer. Subject to the provisions of Article VII of these Bylaws the Treasurer shall:
- (a) Have charge and custody of, and be responsible for, all funds and securities of the Association. He shall deposit all such funds in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
- (b) Receive and give receipts for moneys due and payable to the Association from any source whatsoever.
- (c) Disburse or cause to be disbursed the funds of the Association as may be directed by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer may sign checks up to Two Hundred and Fifty Dollars ($250.00). Checks in an amount greater than Two Hundred and Fifty Dollars ($250.00) shall be approved b) the Board of Directors and once approved signed by both the President and the Treasurer.
- (d) Keep and maintain adequate and correct accounts of the Association properties and business transactions, including accounts of assets, liabilities, receipts disbursements, gains and losses.
- (e) Exhibit at all reasonable times to any voting member, on written demand therefore for a purpose reasonably related to the interests of such member, the book of account and financial records of the Association.
- (f) Render to the President and Directors, whenever requested by such, an account of any and all of his transactions as Treasurer and of the financial condition of the Association.
- (g) Prepare, or cause to prepare, and certify the financial statements to be included in the annual report to members.
- (h) If required by the Board of Directors, give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The bond premium shall be paid by the Association.
- (i Perform all duties incident to the office of Treasurer and such other duties as may be required by law, by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.
6.10. Nomination. Sixty (60) days prior to the annual meeting of each year, a nominating committee of at least three (3) Primary Members shall be appointed by the President with the approval of the Directors. The nominating committee shall select candidates for the Board and for all officer positions. Only Primary Members may serve as directors or officers. The nominating committee selections shall be published and communicated to the members not later than thirty (30) days before the meeting of the members. Candidates for officer positions other than the committee nominations may be nominated from the floor at the annual meeting, or by mail subject to acceptance by the proposed nominee.
6.11. Election. Officers may be elected as defined in Article IV hereof, or by mail in such manner as may be determined by the Board of Directors. The candidates receiving the highest number of votes and at least a majority of the votes cast are elected as provided in Section 4.07 of the Bylaws. Officers shall be eligible for re-election without limitation on the number of terms they may serve.
ARTICLE VII :: COMMITTEES
7.01. Committee Creation. The Board of Directors, by a majority vote of its members, may create any committee deemed necessary or convenient to serve the purposes of the Association, on such terms and conditions as from time to time the Board may require. The President shall appoint the Chairperson and members of any created or standing committee. By majority vote the Board may at any time modify or revoke any or all of the authority so delegated. The committee shall establish rules and regulations for its meetings and meet at such times, as it deems necessary, provided that a reasonable notice of all meetings of the committee shall be given to its members. Other than internal committee matters, no act of the committee shall be valid unless approved by the vote or written consent of a majority of its members and the voting members of the Association. The Committee shall keep regular minutes of its proceedings and report the same to the Board from time to time as the Board may require. All members, either Primary or Associate, are eligible to serve on any committee.
7.02. Standing Committees. The Association shall have the following standing
- (a) Membership Committee. The Membership Committee shall consist or not less than three (3) Primary Members, at least one of whom shall be a Director. It shall review applications for membership, investigate when deemed necessary, and make recommendations to the Board as to whether the applicant should or should not be accepted as a candidate member. The Membership Committee shall also review, complaints against members on matters of professional or ethical impropriety and shall recommend action to the Board of Directors under Paragraph 3.10 of the Association Bylaws.
- (b) Nominating Committee, The Nominating Committee shall consist of not less than three (3) Primary Members. It shall nominate the slate of Officers and the At-Large Directors for election at the Annual Meeting.
- (c) The Board of Directors may form additional committees at its discretion, and may change the responsibilities of any committee, as it deems appropriate.
7.03. Right to Attend. The President shall be notified of all committee meetings and shall have the right to attend and participate in the discussions. In the absence of the President, this privilege shall pass to the Vice President.
7.04. Terms of Office. The Chairperson and each member of any committee shall serve for a two (2) year term. These terms shall be concurrent with the term of office of the Officers, or until his successor is appointed, each member of a standing committee shall serve until a new chairperson is appointed, unless his membership in the Association is terminated.
7.05. Vacancies. Vacancies on any standing committee may be filled for the un-expired portion of the term in the same manner as provided in the case of original appointments.
7.06. Quorum. A majority of the members of any committee shall constitute c quorum of such committee and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
7.07. Rules. Each committee may adopt rules for its own government am procedure not inconsistent with law, with these Bylaws, or with the rules and regulations adopted by the Board of Directors.
ARTICLE VIII :: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
8.01 Execution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may, by resolution, authorize any officer or agent of the Association to enter into any contract, or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general, or confined to specific instances. Unless so authorized. No officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit, or to render it liable for any purpose or in any amount.
8.02. Checks and Notes. Except as otherwise specifically determined resolution of the Board of Directors, as provided in Section 8.01, or as required by law, checks, drafts, promissory notes, orders for payment of money, and other evidences of indebtedness of the Association shall be signed by the Treasurer. If the amount of the obligation is greater than Two Hundred and Fifty Dollars ($250.00), it shall b countersigned by the President of the Association.
8.03. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories a the Board of Directors may select.
8.04. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift or bequest for the general purpose or any special purpose of the association.
ARTICLE IX :: ASSOCIATION RECORDS, REPORTS AND SEALS
9.01. Minutes of Meetings. The Association shall keep at its office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and of all meetings of members, with the time and place of holding, whether regular or special, and the names of those present at Director meetings, the number of members present or represented at member meetings, and the proceedings thereof.
9.02. Book of Account. The Association shall establish and maintain adequate and correct accounts of its properties and business transactions, including accounts its assets, liabilities, receipts, disbursements, gains and losses.
9.03. Annual Report. The Board of Directors shall cause to be prepared and made available to the members a written annual report. Such report shall include the Treasurer's annual report and a summary of the Association activities for the preceding year, and activities projected for the forthcoming year.
ARTICLE X :: FISCAL YEAR
10.01. The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XI :: BY-LAWS
11.01. Effective Date Of Bylaws The Bylaws shall become effective immediately on their adoption. Amendments to these Bylaws shall become effective immediately on their adoption unless the Board of Directors or Primary members, in adopting them as hereinafter provided, provide that they are to be effective at a later date.
- (a) By Directors. Subject to the power of the members to change or repeal them, by the vote of a majority of Directors present at any special or regular meeting of Directors at which a quorum is present; or
- (b) By Members. By the vote or written assent of a majority of the members entitled to vote, or the vote of the majority of a quorum at a meeting duly called and 10ticed for the purpose.
11.03. Certification and Inspection. The original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary of the Association shall be recorded and kept in a book which shall be kept in the office of the Association, or such other location approved by the Board of Directors, and such book shall be open to inspection by the members at all reasonable times during office hours.
ARTICLE XII :: PROFESSIONAL STANDARDS AND ARBITRATION PROCEDURE
12.01. Membership Duties and Their Enforcement. Among the duties of membership are the following:
- (a) To abide by the Code of Ethics adopted herewith and attached hereto:
- (b) To abide by the Bylaws of this Board and its rules and regulations as hereinafter promulgated.
- (c) To submit to arbitration all controversies in conformance with the standard procedures of the American Arbitration Association at a hearing to be held at a location nearest to the office of the Association.
ARTICLE XIII :: CODE OF ETHICS
13.01. The Code of Ethics attached hereto and made a part hereof is hereby adopted as the Code of this Association and shall be endorsed by the Primary Members upon joining and as a condition of membership of the Association.
ARTICLE XIV :: DISSOLUTIO
14.01. Vote of Primary Members. The Association shall be dissolved upon the vote at a duly authorized meeting, of two-thirds (2/3) of the Primary Members upon a resolution adopted by a majority of the Board of Directors.
Distribution of Assets. If the Association dissolves, any funds remaining in the Treasury shall be distributed, after the payment of all liabilities of the Association, to such organizations as the Board of Directors shall designate, provided that such organizations have purposes, goals, and aims consistent with the expressed purposes of the Association.
Code of Ethics
Article One: The business broker should continually stay informed as to trends affecting business opportunities.
Article Two: The business broker shall make a reasonable effort to protect the public and all parties to a transaction against fraud, misrepresentation, or unethical practices in the area of business opportunities.
Article Three: The business broker shall be responsible to recommend clients use attorneys and tax accountants for independent advice on transactions, original financial statements and tax returns.
Article Four: The business broker should keep moneys coming into the broker's possession in trust for other persons in a special bank account, separated :from personal or other business funds.
Article Five: The business broker, for the protection of all parties with whom the broker deals, a.should see that financial obligations and commitments regarding business opportunity transactions f which the broker is a part, are in writing expressing the exact agreement of the parties. The broker should also see that copies of such agreements are placed in the hands of all parties involved.
Article Six: A business broker, in accepting employment as an agent, pledges to protect and promote the interests of the client. This obligation of absolute loyalty and honesty to the client's interest is primary, but does not relieve the broker from the obligation of dealing fairly with all parties to the transaction.
Article Seven: Since the business broker is representing one or another party to a transaction, compensation from more than one party should not be accepted without full knowledge of all parties to the transaction.
Article Eight: The business broker shall not serve as both principal and consultant on a transaction unless a full disclosure is made in writing to all principals involved.
Article Nine: The listing of a business should be in writing. Exclusive listing agreements should be urged and employed by business brokers.
Article Ten: The business broker, when acting as an agent in the management of a business, should not accept any commission, rebate, or profit on expenditures made for an owner without he owner's knowledge and consent.
Article Eleven: The business broker should not undertake to make an appraisal that is outside or beyond the scope of the broker's experience without first obtaining the assistance of an authority on such types of property, unless the extent or lack of experience of the business broker is fully disclosed to the client.
Article Twelve: When making a formal appraisal of a business opportunity, the business broker should not render an opinion without careful and thorough analysis and interpretation of all market and economic factors affecting the value of the business.
Article Thirteen: When employment or fee is contingent upon the amount of an appraisal, the business broker should not undertake to make an appraisal or render an opinion of value on any property if the broker has a present or contemplated interest, unless such an interest is specifically disclosed in the appraisal.
Article Fourteen: The business broker should not submit or advertise businesses without authority. In any offering, the price quoted should not be other than that agreed upon with the owner as the offering price. A business broker should always have written authorization to sell or purchase, as the case may be, from the prospective seller or purchaser. Said writing shall include all the material terms of the sale or purchase including price, term of the agreement and compensation to be paid to the business broker.
Article Fifteen: All bona fide written offers will be submitted to the seller. The decision to accept or reject an offer remains with the seller at all times.
Article Sixteen: The business broker will not engage in the practice of disclosing one buyer's offer to another buyer as a sales technique.
Article Seventeen: The business broker should seek no unfair advantage over fellow brokers.
Article Eighteen: The business broker should conduct business to avoid controversies with fellow brokers, and should cooperate with the association and its officers in all matters, including investigations, censure, discipline, or dismissal of members who, by their conduct, prejudice their professional status or the reputation of the association.
Article Nineteen: The business broker will maintain necessary confidentiality while conducting the sale of a business, and will require the same from prospective buyers and other brokers.
Article Twenty: The business broker shall not deny equal professional services to any person for reasons of race, creed, sex or country of national origin. The business broker shall not be a party to any plan or agreement to discriminate against a person or persons on the basis of race, creed, sex, or country of national origin.