PPBA Constitution and By-laws

POINT PLACE BUSINESS ASSOCIATION
AMENDED CONSTITUTION
AND BY-LAWS OF 2003
(Amended 8/19/2015 and 8/20/2019)

ARTICLE I
Name

The name of the Organization shall be the Point Place Business Association, a corporation not for profit under the laws of the State of Ohio.

ARTICLE II
Purpose

The purpose of this Association is to promote and aid the general welfare and business interests of the Point Place Community.

ARTICLE III
Membership

Section 1.  The following persons are eligible for membership: any person 18 years of age or older who operates their own business or that of their employer, or is in a profession within the Point Place area, or such person’s business has substantial effect on the Point Place area. All such persons shall be eligible for membership based upon their desire to promote the purposes of the organization as stated in Article II above.

Section 2.  A candidate for membership shall make application in writing on the blank provided by the Association, accompanied by proper payment of dues. Said application shall be delivered to the 2nd Vice President at the next Executive Board meeting or regular business meeting. He/She will present the application along with information as to qualifications and fitness of the applicant. By majority vote (either by secret ballot or voice vote) either the Executive Board or the members at the regular business meeting may admit the applicant to membership. In the event admission is made by the Executive Board, the membership at the next regular meeting, with a quorum, may override the Executive Board by a motion to reject such applicant as a member by a two thirds (2/3) vote. If an applicant is accepted or rejected, he/she shall be notified in writing by the 2nd Vice President and if rejected, the Treasurer shall refund any dues collected from him/her.

Section 3.  Resignation from membership may be submitted in writing at any time to the Secretary and shall be effective as of the time the resignation is submitted to the Secretary. However, no part of annual dues shall be refunded to the resigned member.

Section 4.  After a person has qualified as and becomes a member, they may continue their membership to promote this organization, even though they subsequently fail to meet the requirements for membership set forth in Article III, Section I.

Section 5.  Any person may be elected as an Honorary Member for a one year period and they may attend meetings and take part in Association affairs, but they shall not have the right to vote on any questions, nor be eligible to serve as an officer or on the Board of Control and such member shall not pay dues of any sort. Honorary members will pay for their meals at any attended Association function, amount of meals determined by the Executive Board. Nominations must be presented to the President by a member, either in writing or orally before the Executive Board, which Board shall make its recommendation to the membership. A majority vote at the next regular meeting with a quorum present, shall admit such membership.

Section 6.  Any regular dues paying member who has been a member for five (5) consecutive years or more and who has done outstanding service to the Association and Community shall be eligible as a Life Member who shall have all privileges of a regular member except he/she shall not pay dues of any kind. Nominations must be presented to the President by a member, either in writing or orally before the Executive Board, and the Board shall make its recommendation to the membership. A majority vote at the next regular meeting with a quorum present shall admit such membership.

Section 7.  Any regular dues paying member may have any member of their business 18 years of age or older represent them at any Association meeting or function and that representative may cast that member’s one vote at such meetings. If the regular dues paying member does not have a business, the member must be present to cast a vote. All individuals, however, shall only have a single vote.

Section 8.  Each dues paying member shall, upon initially becoming a member, receive one copy of the updated Constitution and by-laws and copies of all amendments thereafter.

ARTICLE IV
Meetings

Section 1.  Regular meetings shall be held once a month at such time and place as fixed by the Executive Board. Meetings may be suspended for any months upon motion and majority vote at a regular business meeting. The President may call special meetings at any time at his/her discretion or he/she shall call a special meeting when so requested in writing by five (5) members. Notice of the time and place and purpose of the special meeting shall be mailed to all members by the President.

Section 2.  Ten (10) of the members of the Association who have paid their annual dues or are a Life Member shall constitute a quorum at any regular or special meeting.

Section 3.  The order of business at all meetings, unless otherwise fixed by motion, shall be as follows:

  1. Call to order
  2. Roll call of officers and Board of Control
  3. Reading of minutes of last meeting
  4. Treasurer’s Report
  5. Reports
  6. Old Business
  7. New Business
  8. Adjournment

Section 4.  Whenever possible, meetings will be conducted at an Association member’s establishment. This location must be conducive to conducting business meetings. Meetings and Banquets may be conducted at locations other than an Association member’s place of business, if an appropriate member’s establishment is not available or suitable.

ARTICLE V
Fiscal Year

The Association’s fiscal year shall begin on January 1st and terminate on December 31st of each year.

ARTICLE VI
Officers and Elections

Section 1.  The Officers of this Association shall be a President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Publicity Officer and a Historian.

Section 2.  Any member in good standing, except as otherwise provided in Article III, Section 5., shall be eligible for election to any of these offices, but no member shall hold more than one such office at the same time.

Section 3.  The officers shall be elected annually by majority vote at the regular meeting held during the month of November. The new officers shall assume their duties on January 1st of the new year and they shall be officially installed by taking the following oath from the Past President selected by the incoming President at the regular annual banquet during January.

OATH
“Officers, please raise your right hands and repeat after me…. As a duly elected officer of the Point Place Business Association, I pledge to the members that I shall act in my elected capacity for the year 20___, only in the best interests of the organization and in the best interests of the Point Place Community, and I pledge to uphold the constitution and by-laws of this organization to the best of my ability.

As a Past President, I now charge you fine officers with the full authority to carry out the business of this organization and to represent this membership in the tradition, as has been done since 1948, the year of our founding.”

Section 4.  A vacancy in any office shall be filled by a special election at either a regular or special meeting of the membership.

Section 5.  Regular annual election of officers shall be conducted as follows: A nominating committee of five (5) members shall be established at the September meeting, two (2) of whom shall be appointed by the President and three (3) of whom shall be elected by the body. This committee shall, at the November meeting, recommend one or more candidates for each of the offices, as well as a slate of candidates for the Board of Control. If the committee knows that more than one individual wishes to be a candidate for office the committee shall list all know candidates on the printed ballot. The listing on the ballot does not mean that the individual must be recommended for that office by the committee. Additional candidates may be nominated from the floor. Elections may be by secret ballot or voice vote, as determined by the body at such meeting. The nominee receiving the greatest number of votes for each office shall be declared duly elected.

ARTICLE VII
Duties of Officers

Section 1.  The duties of the officers shall be such as are implied by their respective titles and such as are specified herein. All officers shall keep proper records of their office and deliver them to their respective successors.

Section 2.  The President shall preside at Association meetings and represent the Association at all meetings and affairs except as otherwise provided or as otherwise directed by the members. Further, the President shall also act as the Chairman of the Executive Board. The President shall judicially limit discussion of topics at all meetings.

Section 3.  The 1st Vice President shall perform the duties of the President in his/her absence. In case of death, resignation or vacancy of the President, the 1st Vice President shall serve as President until the vacancy in the President’s office is filled in a manner provided in Article VI, Section 3. Further, this office shall be program chairman for regular business meetings, shall make all arrangements for said meetings, shall chair the budget committee and shall be an ex officio member of the Nominating Committee.

Section 4.  The 2nd Vice President shall perform the duties of the President during the absence of both the President and 1st Vice President. He/She shall be chairman of the membership committee and actively pursue new members and be host to all prospective members at Association functions.

Section 5.  The Secretary shall keep a record of all the proceedings at Association meetings and shall conduct all Association correspondence except as otherwise directed by the President or by the members. He/She shall be responsible to see that all the important records of the Association are placed in the archives at the end of the fiscal year.

Section 6.  The Treasurer shall be custodian of all funds of the Association and shall deposit, invest and disburse Association funds in the manner directed by motions passed at Association meetings. He/She shall render a financial statement at each regular Association meeting. In order to conduct business, for the good of the Association, in a timely manner, the President may authorize expenditures up to $100.00.

Section 7.  The Publicity Officer shall promote in the best light possible, the Association within the community by way of all media.

Section 8.  The Historian shall perform the duties of maintaining records of the past history, events, and pictorials of the Point Place Business Association.

ARTICLE VIII
Executive Board

There shall be an Executive Board composed of fourteen (14) members, six (6) of which shall be elected at the regular November meeting as set forth below and an additional eight (8) shall be the seven (7) duly elected officers for the year and the immediate Past President. If there is no immediate Past President, a one year Board of Control position will need to be filled. The President shall be the Chairman and the Secretary shall be the Secretary of the Executive Board. Any member may attend but only the thirteen (13) members shall have a vote with the Chairman voting only to break tie votes. A quorum for the Board Meetings shall be six (6). The Board shall be empowered to act for the Association on any emergency matters arising between regular meetings or on any matters as stated in this Constitution.

Emergency matters are defined as those that require immediate attention and delay of action would be unfeasible or unwise for the best interest of the organization. Any action of the Board may be overturned by a two thirds (2/3) vote at the next regular meeting with a quorum present. The Board shall meet at such time and place determined by the Board and notice shall be given by the Chairman to all members of the Board regarding such time and place. The Chairman may call a special meeting of the Board at any time upon reasonable notice and he/she must call a special meeting upon written request of two (2) members of the Board. The Board shall keep written records of its proceedings and they shall be made available at regular business meetings if requested by any member.

Special meetings may be held by e-mail or by phone. Minutes of the meeting will be submitted by the Secretary and approved by the Board at its next meeting.

The Members of the Board of Control shall serve a two-year term. Three members will be elected each year. The three individuals who receive the most votes will serve for two years.

ARTICLE IX
Expulsion of Members and Removal from Office or the Board of Control

Any member of the Association or any officer or any member of the Board may be expelled from membership and/or from office. Prior to such expulsion, the following must occur:

  1. Written charges must be filed with the President by a current member stating the reasons for expulsion and be signed and dated.
  2. The President must within two (2) days supply the accused an exact copy of the charges together with a notice of a reasonable time and place when the accused may come before the Board of Control and such member bringing such charges. No such meeting shall be called sooner than five (5) days after the charges are delivered to the accused. The Board shall, after holding such hearing, render its decision by a majority of the quorum. The accused, if expelled by the Board, may appeal his/her expulsion at the next regular meeting of the Association. After a quorum of the body hears such appeal, it shall rule by a majority vote of those present to uphold the Board or reverse its decision.

ARTICLE X

Dues

The annual dues for each member shall be such a sum as determined at the regular business meeting in September of each year and payable in advance, within the month of November of each year. A member joining during the year may pay on a prorated basis as determined by the Executive Board. No dues shall be owed by any Honorary or Life Members.

ARTICLE XI
Committees

Section 1.  There shall be an Auditing Committee composed of a minimum of two (2) members elected from the membership at the regular November meeting. This committee shall audit the financial books and records of the Association for the fiscal year and make its report thereon to the Association membership at the regular January or February meeting of the following year.

Section 2.  There shall be a Budget Committee composed of the Executive Board. The 1st Vice President shall chair this committee. This committee shall prepare a budget for the coming year and propose any changes to the dues at the September meeting of the Association.

ARTICLE XII
Amendments

This Constitution and by-laws may be amended by the following: Any member submitting to the Secretary in writing, prior to any regular meeting, the proposed amendment. The Secretary shall read such amendment at the next regular meeting after receiving such proposed amendment. The members, if a quorum is present, shall then vote with two thirds (2/3) vote of those present necessary to pass such amendment after being read at two (2) consecutive meetings. The President shall have the right to vote on all amendments brought before the body.

ARTICLE XIII
Rules for Conduct of Meetings

Robert’s Rules of Order, revised, shall be the final authority for conduct of all meetings of the Association, except where contrary procedures are herein provided.