Article I – Purpose

Section 1.

The purpose of the Jacob’s Ladder Business Association, Inc. is to provide opportunities for increased prosperity for existing businesses, as well as development and support for new and emerging businesses, through education, networking, events, and marketing throughout our western Massachusetts Hilltown region.

Article II – Membership

 Section 1.

Any business or businessperson may become a member at any time. The term “businessperson” shall include those who wish to participate in the purpose of the association, but are not currently active in a business, such as retirees who wish to share their expertise, or those interested in learning how to start a business. Membership shall begin upon payment of annual dues. Membership ceases when dues are in arrears for more than 30 days or when a member resigns. Each member shall have one vote and otherwise enjoy all the rights and privileges of membership in the association.

 Section 2.

Visitors are welcome, especially when considering becoming a member. Existing members are encouraged to invite other businesspersons to attend. Visitors may attend a maximum of three times while considering membership.

 Section 3.

Resignation.

Any member may resign from the association by advising the Board of Directors in writing. Dues will not be refunded

Article III – Dues

 Dues are payable within 30 days after the beginning of the association‘s fiscal year. Annual dues for new members are payable upon joining. The amount and payment schedule of dues shall be determined by the Board of Directors.

Article IV – Expulsion

Action to expel a member may be carried out by a vote of the Board of Directors for conduct unbecoming a member of the association. Such action may proceed only after the member in question has been given written notice of the Board’s intent with specific reason(s) why and the member has been given an opportunity to be heard.

Article V – Board of Directors: Powers and duties

Section 1. Directors

There shall be a president, vice-president, clerk, secretary and treasurer of the association and at least three additional specifically titled Directors.  The term of each director is one calendar year (January 1 through December 31).  During the last quarter of each year the Board will announce and place on the agenda for a meeting of the membership, a proposed slate of Directors for the following year.  At a meeting of the membership, during the last quarter of each year, Directors shall be elected.  There is no limit on the number of terms that Directors may serve, with exceptions of the President and the Treasurer. The President may serve no more than 3 consecutive one year terms, with a lifetime term limit of 12 years. The Treasurer may serve no more than 8 consecutive one year terms, with no lifetime limit.

 Section 2. Powers and duties

President: It shall be the duty of the president to preside over all regular and special meetings of the association. The president shall be a member of and preside over meetings of the Board of Directors. The president shall serve as an ex-officio member, but not necessarily chair, all other committees and subcommittees of the association or Board of Directors. The president shall appoint members of standing or ad-hoc committees, receive their reports and transmit same to the association or Board of Directors, as appropriate. The president shall represent the association whenever necessary.

Vice-president: The vice-president shall, in the president’s absence, assume the powers and duties of the president. The vice-president shall be a member of the Board of Directors.

Clerk: The Clerk of the Corporation shall be responsible for making the necessary corporate filings as may be required by State, Federal or other applicable laws. The clerk shall be a member of the Board of Directors.

Secretary: The secretary shall keep a faithful written record of the proceedings of the association. The secretary shall be a member of and secretary for the Board of Directors.

Treasurer: The treasurer of the association shall record and promptly deposit in such bank as selected by the Board of Directors all monies received by the association. The treasurer shall have custody over all association funds. The treasurer shall pay from association funds all bills approved for payment by the Board of Directors. The treasurer shall report financial activities in detail to the Board of Directors and in summary form at regular meetings of the association. The treasurer shall be a member of the Board of Directors.

 The treasurer shall provide a bond to the association for the honest performance of his/her duties, in such sum and with such surety as the Board of Directors may require. The cost of such bond shall be borne by the association.

JLBA Event Coordinator: This coordinator works with members to plan and determine the location for JLBA meetings and events.

External Event Coordinator: This coordinator is aware of local events organized by other community or business organizations. The External Event Coordinator will organize JLBA participation when appropriate.

Membership Director: The Membership Director will keep an accurate list of current members and their contact information.  Coordination with the treasurer will be necessary concerning the status of members.

Marketing Director: The Marketing Director takes action to place JLBA and member businesses in front of the public.  This includes all media types.

Section 3 – Other powers and duties.

Legal papers: All bonds, notes, deeds, mortgages, leases and all other legal instruments and contracts shall be signed and executed by the president and the treasurer in behalf of the association.

Article VI – Annual meeting, regular meetings, special meetings, quorum

Section 1.

The annual meeting of the association shall be the meeting during the last quarter of the year designated as the meeting to elect Directors for the following year.  Responsibilities of newly elected directors begin on the first day of January of the following year.

Section 2.

Regular meetings of the association are held at a date and time determined by the Board of Directors.

Section 3.

Special meetings of the association may be called by the Board of Directors or by the President. If any five members request that either the Board of Directors or President call a special meeting, it shall be called within a reasonable time.

Section 4.

A quorum for any regular or special meeting of the association shall consist of five members of the association.

 Section 5.

Meetings shall generally proceed under Robert’s Rules of Order, Revised.

 Article VII – Amendments

 These by-laws may be amended at any regular or special meeting of the association, provided that the announced agenda for the meeting contains the proposed amendment.  Amendments may be made by a simple majority of members present and voting.

 Adopted October 20, 1992

Revised January 28, 1993

Revised January 12, 1995

Revised January 13, 1998

 Revised January 13, 2009

Revised January 11, 2011

Revised April 9, 2013 – Expanded Article I – Purpose; and removed multiple membership levels.

Revised June 10, 2014:

Moved change history to the last page, and added rationale for each new change

Modified Article II to allow members who wish to participate in the purpose of the association, but are not currently a business owner

Modified Article V to include three new positions as voted at the 2014 Annual Meeting

Deleted Article VI to eliminate at large board members and the steering committee

Renumbered Article VII to Article VI and modified Section 1 to show that responsibility for newly elected directors begins at the next JLBA event or meeting after the election unless there is no incumbent to act at the electing meeting

Renumbered Article VIII to Article VII

Revised August 17, 2017:

Article I modified the statement of purpose.

Article V and Article VI modified to show election of Directors during the last quarter of the year.

Revised July 21, 2018:  Article V, Section 2 board of director positions modified