Article I– Name and Organization The official name of this organization shall be Parkesburg Area Business Association. Article II – Purpose and Objectives Section 1. The purpose of the association is to support local area business members through recognition and promotional events designed to appeal to the local consumers and to encourage patronage of their businesses. And to promote new business growth in the Parkesburg area for the future progress and development of the community. Section 2. The purpose includes recognizing citizens and organizations that have made a significant contribution to the community. Article III – Officers and Directors The officers and directors shall be as set forth below: Officers Directors 1. President 1. Past-President 2. First Vice-President 2. Three elected from membership 3. Second Vice-President 4. Recording Secretary 5. Membership Secretary 6. Treasurer The officers and directors shall be knows as the Board of Directors and shall conduct all business of the association. Article IV – Election of Officers Section 1. The term of all officers and directors shall be for two years. Section 2. Officers may not miss more than three meetings in a calendar year. If three meetings are missed the board of directors will evaluate the situation and may request a resignation on the assumption that the officer in question may not be able to fulfill his or her duties. Section 3. Officers are required to have been a member of the Association for one year prior to nomination. Officers are required to reside or have a business located in the Parkesburg area. Section 4. The election of officers and directors shall be under the supervision of the nomination committee which shall consist of three members and the 2nd V.P. as chairman. The committee will be established in the October before the election year. The committee will announce its candidates at the November meeting. Nominations from the floor may also be announced at that time. Section 5. Election of officers and directors shall be held in November and shall be by ballot at the regular membership meeting. Candidates will win an election by a simple majority vote. A quorum of 20% of members shall be present at this meeting in order for the nominations and elections to be voted on. Section 6. The new officers and directors will begin their duties with the regular membership meeting in January of the coming year. Article V – Duties of Officers The duties of the officers and directors shall be as outlined below and as written and approved by the Board of Directors. Section 1. President – The President shall preside at all meetings of the association, and at the Board meetings. The President shall appoint a Chairman of all committees with the exception of the Program and Membership Committees. The President, or designee, shall act as the association representative with Public Officials. The president may, at his discretion, or upon the written recommendation of the Board of Directors, remove from office a member of a committee or of the association for any cause deemed sufficient. Section 2. First Vice-President – The 1st VP shall chair the Program Committee and shall preside at all meetings of the association and Board of Directors in the absence of the President. Section 3. Second Vice-President – The 2nd VP, in the absence of the President and the 1st VP, the 2nd VP shall preside at all meetings. Section 4. Recording Secretary - The Recording Secretary shall be responsible for all correspondence, both incoming and outgoing, of the association, including email and other sources of incoming correspondence. The Recording Secretary shall act as the spokesperson for the association when dealing with the media. The Recording Secretary will be responsible for notifying all members and/or office directors of meetings of the Association. The Recording Secretary shall be responsible for attending all meetings and recording the minutes of all proceedings. Section 5. Membership Secretary - The Membership Secretary shall chair the membership committee. The Membership Secretary is responsible for the collection of membership dues, which are to be remanded to the treasurer in a regular and timely manner. The Membership Secretary shall keep current and distribute a membership list. The Membership Secretary shall be responsible for membership development. The Membership Secretary shall oversee the election ballot process as prescribed in IV, and shall publish the results of the elections in the newsletter. Section 6. Treasurer - The Treasurer shall be responsible for the receipt, care and custody of all fund Association. The Treasurer will deposit all funds received and keep an account of the same. The Treasurer shall pay all bills of the association as approved by the Board of Directors and shall make a monthly report of receipts and expenditures at each membership meeting The Treasurer will give an annual financial report to the membership at large at the regular scheduled meetings in November. The Treasurer shall be responsible for sending out invoices in November for annual dues of the following year and shall be responsible for the follow up that is involved in collection of these dues. Article VI – Membership Section 1. Eligibility – All business persons, including professional persons either employed or residing with the Parkesburg Area or other businesses or professional persons who are in favor of the objectives of this association shall be eligible for membership. Section 2. Members are expected to conduct themselves with the highest professional competence, integrity, and objectivity, to protect the interests of the business community. Any member found to not hold the highest of standards shall be subject to cancellation of membership at the discretion of the officers and board of directors. Section 3. Each member who is in attendance at a meeting is entitled to one vote. Resolutions, Amendments and other articles up for vote shall be passed by a quorum of 20% of membership. Section 3. Membership dues will be established by the Board of Directors in the month of October, before the monthly meeting and will be discussed at that meeting. Section 4. Membership dues are paid annually in advance. The annual membership bills shall be mailed out by the Treasurer by November 30th and shall be payable on or before January 1st. Any member whose dues are not paid by January 1st shall be notified by the Treasurer that the dues are in arrears. If the dues are not paid by January 31st the member will be dropped from membership. Section 5. Anyone interested in becoming a new member may do so at any time during the year. The membership fee may be prorated at the discretion of the Board of Directors. Article VII – Meetings Section 1. The regular general membership meetings of the association will be held on the 1st Wednesday of each month. The time and location of the meeting shall be decided by the Board. Section 2. The Board of Directors shall meet quarterly, on the 3rd Wednesday of the quarterly month. Section 3. Special meetings may be called by the President or the Board upon proper written or oral notification of the members. The time and place of any special meetings will be determined by the Board. Article VIII – Operations The Parkesburg Area Business Association shall operate on a calendar year basis defined as January 1st to December 31st. Article IX – Bylaw Review and Amendments The Constitution and By-Laws may be amended using the following procedures: 1. Bylaws shall be reviewed by the newly elected officers on a yearly basis at the beginning of each calendar year. Amendments must be read at any regularly scheduled membership meeting. Notice of proposed amendments will be mailed to members immediately following the meeting that the amendments are introduced At the next regularly scheduled membership meeting following the introduction of said amendments, a majority vote, in line with the quorum of 20% of members is necessary to approve said amendments. Article X – Outside Assistance At the discretion and approval of the Board of Directors, help may be hired to assist the Association as needed.