By-Laws

Of the

Asheville Area Business Association

October 2024

Asheville, North Carolina

General Information – Article I

Section I – NAME

The name of the organization shall be ASHEVILLE AREA BUSINESS ASSOCIATION (AABA), or such other name as hereafter may be adopted.

Section II – PURPOSE

The purpose of AABA shall be to achieve the objectives of:

(a) To promote business activity and economic development in all areas in and surrounding the Town of Asheville. Asheville is a small town that is blessed with great areas of natural beauty, a thriving metropolitan location between Asheville and Hendersonville, and a diverse and forward thinking population. AABA will see to support and promote business activities consistent with those assets of the Town.

(b) Promote the programs of a business, civic, social and cultural nature that are designed to increase the economic vitality of the community and its member participants, along with promoting the aesthetic values of the community.

(c) Promote networking and training amongst the membership and to provide support to its member clients.

SECTION III – LIMITATIONS OF METHODS

AABA shall be nonpartisan and nonsectarian and shall not take part in or lend its influence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for political office in any political subdivision, municipality, county state, or nation. AABA shall also observe all local, state and federal laws that apply to a non-profit as defined under Section 501 (C) (6) of the Internal Revenue Code.

MEMBERSHIP – ARTICLE II

Section I – ELIGIBILITY

Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible to apply for membership.

Section II – JOINING AABA

Applications for membership shall be in writing on forms provided or online submission for that purpose and signed by the applicant. The applicant’s signature on the application form shall be regarded as an affirmation by the applicant of his or her interest and support with the purposes of the organization and as a statement that he or she intends to adhere to AABA’s by laws, rules and regulations. An applicant becomes a member upon approval of their application form by the Board of Directors and payment of dues to the Treasurer. The Treasurer shall notify the Board of Directors of all new members and will provide a list of current members to the membership on a regular basis. The Secretary will be responsible for reconciliation of membership to the website in a timely manner.

Applicants may be rejected by the Board of Directors but, at the request of the applicant, may be resubmitted to the meeting of the members of AABA and a favorable vote of two-thirds (2/3) of the members present in good standing will elect the candidate to membership. Any cause of rejection shall be stated by the Board of Directors to the applicant in writing.

Section III – CLASSES OF MEMBERSHIP

AABA members shall be classified as follows, and applicants shall designate one of the following types of membership when submitting an application for membership:

1) Active members – active members may be individuals or organizations and shall be entitled to participate in all the activities of AABA and shall be eligible to vote on any AABA activities at which proposals are put to the membership for approval.

2) Organization – any civic groups, governmental agencies, quasi governmental organizations, associations, clubs, fraternal lodges, and others may be accepted to membership and may appoint one of their members to represent the organization and be entitled to all membership privileges.

3) Honorary members – an individual who has rendered service of distinction to AABA may be elected to the honorary membership by the Board of Directors at any regular meeting, and such members being entitled to all membership privileges, except voting rights, and be exempt from all dues and fees.

Section IV – CONTINUOUS MEMBERSHIP

All individual, form, corporation and organization memberships shall be continuous from the state thereof until the member has resigned or is terminated in conformity to the by0laws herein provided.

Section V – MEMBERSHIP RIGHTS

Members in good standing are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the Board or members. A member of this corporation may not transfer a membership or a right arising from it.

Section VI – DUES

The membership fees to AABA shall be set at the annual meeting of the Board of Directors to be held in November. The Board of Directors reserves the right to adjust the membership fees from time to time as deemed necessary. Any adjustments of the membership fee shall require a majority vote by the Board of Directors. The membership fees for each member shall be payable annually beginning January 1.

Businesses joining AABA for the first time may have their fees prorated by the quarter in which they join.

Section VII – TERMINATION

Any member by resign from AABA upon written notice to the Board of Directors, however, dues shall not be refunded.

Any member who fails to make the prescribed membership investment shall be terminated after a 30 day notice by the Board of Directors of such delinquency. A member may be reinstated at any time upon payment to AABA of the entire delinquent membership investment then due and owing. Any member may be expelled by cause by the Board of Directors after written notice and opportunity for hearing.

Section VII – EXERCISE OF MEMBERSHIP PROVILEGES

Any firm, association, corporation, partnership or estate holding membership may designate an individual who the member wishes to exercise the privilege of membership covered by its dues. When joining, each member shall indicate the person who shall be entitled to vote and shall only designate another person to vote upon notice to the Board of Directors. In no instance shall an individual be entitled to cast more than one vote at any meeting of AABA.

Section IX – VOTING

Unless otherwise provided by these by-laws, each member entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the members. Voting by proxy shall be allowed by filing of a written appointment of proxy and approved by the Board of Directors. Ballots will be addressed to each members business address.

MEETINGS – ARTICLE III

Section I – ANNUAL MEETINGS

The annual meetings of the organization (which is separate from the annual Board of Directors meeting) shall take place during the month of November at such time and place designated by the AABA Board of Directors. The Board of Directors shall fix the time and place, and notice thereof communicated (mail, email or fax) to each member at least 30 days in advance. An advanced agenda and minutes must be prepared for all meetings. The annual meeting quorum shall be fifteen (15%) of the annual membership.

Section II – SPECIAL CALLED MEETINGS

Special called meetings may be held at the discretion of the Board of Directors or upon a petition signed by not less than ten (10%) of the membership. All members shall be notified in writing of the date, time, location and agenda of the meeting at least 14 days prior to such meetings. No other business but that specified in the notice may be conducted at such a special meeting without unanimous consent of all present at such meeting. Fifteen (15%) of the total membership shall constitute a quorum at any special meeting.

Section III – NOTICES, AGENDA, MINUTES

Written notice of all AABA meetings must be mailed, emailed or faxed at least (7) days in advance. An advance agenda and minutes must be prepared for all meetings.

Section IV – OPEN MEETINGS

All meetings of the organization shall be open to the public except those times when a meeting of the Board of Directors goes into Executive Session. The Board will convene in executive session as permitted under North Carolina General Statues regarding executive sessions.

BOARD OF DIRECTORS – ARTICLE IV

Section I – COMPOSITION OF THE BOARD

The Board of Directors shall be composed of eleven (7) members that are representative of the membership. Half of who shall be elected annually to serve for two (2) years, or until their successors is elected. The overall governing and policy-making responsibilities of AABA shall be vested with the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs. The Board/Executive Committee/Officers shall consist of a President, Vice-president, Treasurer and Secretary along with five (3) directors; Membership, Events Chair, and Communications.

Section II – EXECUTIVE COMMITTEE/OFFICERS

The Executive Committee shall be comprised of the President, Vice President, Treasurer and Secretary and shall be selected by the Board of Directors.

Section III – SELECTION AND ELECTION OF DIRECTORS

The President shall recommend a nominating committee consisting of three (3) members of the organization/membership in good standing. One (1) of the committee members must be a member of the Board of Directors in the second year of his/her term. The President shall designate the Chairperson.

On or before October 1 of each year, the nominating committee shall submit to the President its nomination of candidates to replace the Officers whose two (2) year terms are to expire. The terms of Officers shall be staggered. The Secretary shall notify the membership by mail, email or fax with the annual meeting notice, names of the individuals nominated as Officers, and the right to nominate additional Directors at the time of the annual meeting.

Section IV – ELECTION

The Directors shall be elected by a plurality of the general membership entitled to vote at the annual meeting. If a ballot vote by the general membership is requested or if an individual is nominated as a Director from the floor at the annual meeting, the President shall then appoint an Election Committee composed of the Secretary and two (2) AABA members in good standing whose duty is to see that the election of the members to the Board of Directors is carried out according to the bylaws and to properly tally the ballots and certify the outcome to the President. The terms of the directors shall be staggered to insure continuity of leadership of the organization.

Section V – VACANCIES

Vacancies on the Board of Directors shall be filled by appointment of the President with the approval of the Board of Directors. The failure of any member of the Board of Directors to attend three (3) regularly scheduled consecutive meetings of the Board shall be considered equivalent of his/her resignation, except for reasons considered valid by the Board. The Board of Directors may also remove a director if expectations are not being met.

Section VI – LIMITATION OF AUTHORITY

No action, written or oral, by any member, committee, Director or officer shall be binding upon, or constitute an expression of, the policy of AABA until it shall have been approved or ratified by the Board of Directors. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.

Section VII – COMMITTEES CREATED BY THE BOARD OF DIRECTORS

The Board of Directors may create such divisions, bureaus, departments, councils, etc., as it deems necessary to handle the work of AABA. The Board shall authorize and define the powers and duties (resource recess) of all such creations and annually review and approve all activities and proposed programs of such committees.

No action or resolution of any kind shall be taken by such creations having any bearing upon or expressive of AABA, unless approved by the Board of Directors.

Section VIII – MEETINGS OF THE BOARD OF DIRECTIONS

The Board of Directors shall strive to meet monthly at a time and place agreed upon by the majority of the Board. Agendas and minutes shall be distributed to the Board five (3) days in advance of such meetings. Email or faxed notices and agendas may be substituted for regular mail.

Section IX – INDEMNIFICATION

AABA may, by resolution of the Board of Directors upon ratification by the membership, provide for indemnification by AABA of any and all current or former officers, and directors against expenses actually and necessarily incurred by them in connection with the defense of any actions, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been officers or directors of AABA, except in relation to matters as to which such individuals shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of any duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

OFFICERS/EXECUTIVE COMMITTEE – ARTICLE V

Section I – OFFICERS DEFINED

The officers of AABA shall be elected by the Board of Directors and shall consist of a president, vice-president, treasurer and secretary. All officers shall serve a term of two (2) years. No officer shall serve in the same capacity for more than two (2) consecutive terms unless no other member is willing to serve in said capacity. All officers shall be voting members of the Board of Directors. The officers shall become the Executive Committee.

Section II – NOMINATING OFFICERS

It shall be the duty of the Board of Directors to recommend a slate of officers for the ensuing year to be presented to the General Membership at the annual meeting. Nominations for elective officers may also be made from the membership of the proposed Board of Directors

(The nominating Committee shall be responsible for the nominations of the slate of Directors: and the Board of Directors shall be responsible for nominating the slate of officers.)

If there are no nominations other than those recommended by the committee, a single ballot shall be cast by the Secretary for the slate. In the event nominations are made by the membership, the voting shall be by secret ballot for each elective office.

Section III – DUTIES OF OFFICERS

PRESIDENT – The president shall serve as the chief officer of AABA and shall preside at all meetings of the membership and Board of Directors. The president may assign board members to committee responsibilities, subject to approval by the Board of Directors.

VICE-PRESIDENT – The duties of the vice-president shall act in the absence of the president, and those duties and shall exercise such duties and responsibilities assigned by the Board of Directors.

TREASURER - The treasurer shall oversee the collection and expenditures of all funds of AABA and shall make recommendations to the Board of Directors as needed. He/she shall serve as financial officer and shall be authorized to sign checks in accordance with the disbursements section of the by-laws (article VI, Section II). The treasurer shall present monthly financial reports to the Board of Directors and an annual financial report to the membership at the AABA annual meeting.

SECRETARY – The secretary shall keep the minutes and records of the organization along with:

● Notices, communications with members with respect to meetings, etc.

● Presentation to the Board any communication received as secretary of AABA

● Responsibility for the seal of the organization

● Will reconcile the membership renewals and new memberships to the paid membership report to the website, assuring each member’s information is current and correct.

Section IV – VACANCIES

Vacancies on the Executive Committee shall be filled by appointment of the President with the approval of the Board of Directors. The failure of any member of the Board of Directors to attend three (3) regularly scheduled consecutive meetings of the Board shall be considered equivalent of his/her resignation, except for reasons considered valid by the Board.

FINANCES – ARTICLE VI

Section I – FUNDS

All money paid to AABA shall be placed in the general operating fund. Funds unused from the current year’s activities shall rollover to the next year as unrestricted net assets (unless funds received are restricted by purpose, use or time). The Board of Directors will designate how to use those funds in accordance with the annual budget process per the By-laws (Article VI, Section V)

Section II – DISBURSEMENTS

Upon approval of the budget by the Board of Directors, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors up to $500. Disbursements shall be made by check or credit card. The Treasurer is authorized to sign checks in amounts under $1000 for the agency only as authorized by the President (or other officers and/or committee chairs as authorized to them by the Board of Directors) Evidence of authorization must be retained on file with the invoices and/or other substantive documentation accordingly. Expenses in excess of $1000 require authorization by both the President and another board member (other officer and/or committee chair) in excess of $1000 must be duly signed by two authorized signers on the account. Authorized signers on the account shall be the President, Vice President and Treasurer and signature cards should be updated with the banking institution accordingly when officers have been elected.

Section III – FISCAL YEAR

The fiscal year for AABA shall be from January 1 through December 31.

Section IV – FINANCAL STEWARDSHIP

The financial records shall be maintained in a proper electronic accounting system with ongoing transactions recorded and updated by the Treasurer accordingly. A backup copy of the accounting system should be created and retained along with the proper financial records (bank reconciliations, membership applications, invoices, etc.) of the agency and should be in the care of the Treasurer at all times. Periodically, but no less than once a year the accounting records of the agency in the financial accounting system shall be reviewed by a board member, other than the Treasurer and two members of the general membership in good standing selected by the President and approved by the Board of Directors. The results of this review shall be made available to the general membership after approval by the Board of Directors.

Section V – ANNUAL BUDGET

It is the responsibility of the Board of Directors to create an annual budget to be presented and approved at the annual meeting.

DISSOLUTION – ARTICLE VII

Section I – PROCEDURE

AABA shall use its funds only to accomplish the objectives and purposes specified in these by-laws. No part of AABA’s funds shall inure to the benefit of or be distributed to the members of AABA. On dissolution of AABA, any funds remaining shall be distributed by the Board to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations as defined in the IRS Code Section 501 (c) (3).

MISCELLANEOUS – ARTICE FINANCES – ARTICLE VIII

Section I – PARLIAMENTARY AUTHORITY

The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the by-laws of AABA.

AMENDMENTS – ARTICLE IX

Section I – REVISIONS

These by-laws may be amended by majority of the members at any regular or special meeting, provided the notice for the meeting includes the proposals for amendments. Any proposed amendments shall be submitted to the members in writing at least ten (10) days in advance of the meetings at which they are to be acted upon. The Secretary shall create and provide a form for such amendments and provide such form to any members who requests one. The Secretary shall be responsible for distributing proposed amendments to the membership.