BYLAWS
The Peninsula Referral Organization
San Mateo, California
Founded July 1, 1992
- PURPOSE: The Peninsula Referral Organization (P.R.O.) is comprised of business professionals whose purpose is to assist each other in obtaining referrals and contacts to enhance and expand each other’s business.
- BOARD OF DIRECTORS: The governing body of P.R.O. shall be a five-member Board of Directors (the Board), elected in accordance herein. Only a member in good standing shall be eligible for election to the Board. Officers may delegate tasks to willing members and shall make arrangements decisions in the best interest of the membership.
- DUTIES OF OFFICERS
- President: It shall be the duty of the President to preside at meetings of P.R.O. and the Board and to perform such other duties as ordinarily pertains to this office. The President shall consult with members who may be subject to termination, report any changes in membership, and perform such other duties as usually pertain to this office.
- Vice-President: It shall be the duty of the vice-president to preside at meetings of P.R.O. and the Board in the absence of the President, be an ex-officio member of all committees, schedule presentations and perform such other duties as may be prescribed by the President or the Board.
- Treasurer: It shall be the duty of the Treasurer to have custody of all funds, accounting for them to P.R.O. quarterly and at any other time upon demand by the Board, and to perform such other duties as pertains to this office. Prior to retirement from office, the Treasurer shall turn over to the succeeding treasurer or to the President all funds, books of accounts or any other P.R.O. property in his/her possession.
- Secretary: It shall be the duty of the Secretary to keep the records of membership, record the attendance at meetings, track referrals exchanged, send out notices to the membership as necessary, record and preserve the minutes of meetings of the Board, keep time on promotionals, and perform such other duties as usually pertain to this office.
- Membership Director: It shall be the duty of the Membership Director to coordinate P.R.O.’s effort to recruit additional members, welcome guests and prospective members at meetings.
- Meetings
- Meetings will be held every Wednesday at 7:15 and conclude at 8:30am.
- The location of the regular meetings shall be as agreed by the membership.
- One-half of the membership shall constitute a quorum at the regular meetings of the association.
- During a vote at a meeting of the association, 50% of the membership will be required to constitute a quorum.
- Meetings of the Board shall be called by the President, whenever deemed necessary or upon the request of at least two members of the Board, due notice having been given. The Board will meet a least annually.
- A majority of the Board members shall constitute a quorum of the Board.
- A joint meeting of both the outgoing and incoming Board members will be held prior to the end of the outgoing Board’s term of office to hand over materials and go over procedures. Any member of either Board who cannot attend is responsible for meeting privately with his/her counterpart.
- Voting
- A Quorum must be present before any vote is valid.
- All general voting will be by way of a show of hands from members present, provided that at least seven days advance notice of the pending subject matter or election has been given to all the members of the association.
- A simple majority of the members presents will be required to pass a motion, and a simple majority of the members present shall be required to win an election.
- Voting concerning matters of the Board of Directors shall be in the same fashion as in general voting, except that only members of the Board of Directors are eligible to cast a vote and a simple majority (three votes) of the Board of Directors will be necessary to pass a motion.
- Proxies
If a member will be unable to attend a meeting in which a vote will be required, that member may vote by written correspondence (proxy) delivered to the secretary or to another member who will be present at the time of the vote and who shall register that vote on behalf of the absent member. - Terms of Office
- The terms of office shall commence the first day of July and end with the last day of December of the same year, and from the first day in January through the last day of June of the same year.
- Officers shall be elected by the general membership at least 30 days prior to commencement of the term. If re-elected, an officer may continue to hold the same office to complete a two-term limit; a different member shall thereafter be elected for that office.
- Classification
The Membership shall consist of one person from each classification of business or profession. The classification of each member of P.R.O. shall be that which covers the principal and recognized business or professional activity of that member. - Fees
The initiation fees and monthly dues will be set by the board with the approval of the membership. The fees and dues will be adjusted as needed. Fees will be considered delinquent if not paid on time. - Membership Requirements
The total number of members shall not exceed 35. Every member is expected to attend meetings regularly, pay fees on time, participate in promotionals (30-second ‘commercials’ and 12-minute presentations), participate in general activities of P.R.O., and put forth a sincere effort to provide members with referrals and contacts for their respective businesses. Membership with P.R.O. shall not commit members to use the services of other members exclusively. - Attendance
Members are expected to attend weekly meetings on a regular basis. No more than six absences in any consecutive six months and no more than three consecutive absences are permitted. Consideration will be given for illness or extraordinary business demands and a leave of absence may be granted. - Leave of Absence
- Upon written application to the Board, setting forth good and sufficient cause, a leave of absence may be granted excusing a member from attending regular association meetings for a specific length of time (the Period), not to exceed 90 days.
- Monthly fees will be set by the Board and shall be payable during the Period.
- A leave of absence shall prevent a forfeiture of membership during the Period. Thereafter, the member’s business classification shall be made available to prospective members.
- New Members
Prospective members may attend as guests for two meetings and shall be allowed to participate in the ‘commercials’ specifically to promote their business. They may submit an application for membership at any time. Acceptance or rejection of the application will be determined by a majority vote of the members present. The applicant will be notified of the results as soon as possible. IF accepted, the new member will be scheduled to deliver his/her first presentation at the earliest opportunity. - Promotionals
- All members will be given an opportunity to deliver a 12 minute presentation about their business, inclusive of questions and answers, on a rotating basis. Members will be notified in advance of their presentation dates. The presentations will be measured by a timer and must adhere to the time limit.
- A member who is unable to give a scheduled presentation will be responsible for trading presentation dates with another member. The member originally scheduled must notify the Vice President of these arrangements as soon as possible. Members who miss their presentation opportunity or do not secure a replacement will be placed last on the list for rescheduling.
- All members and guests present at a meeting will have two opportunities to give an up to 30 second ‘commercial’ about their business. Members or guests not seated and ready to give their first ‘commercial’ shall forfeit their first opportunity.
- Suggested Meeting Format
- Breakfast
- Meeting Called to Order
- Introduction of Guests
- First 30-Second Commercial
- Old Business
- New Business
- Announcements
- Referral Exchange
- Presentation
- Second 30-Second Commercial
- Adjournment
- Finances
- The Treasurer shall deposit funds of P.R.O. in a bank to be named.
- All bills shall be paid only by checks signed by an authorized signer (Treasurer or President).
- At the beginning of every term, the Treasurer, with assistance of the immediate Past-Treasurer, shall prepare a budget of estimated income and estimated expenditures for the term which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Board.
- All financial matters conducted by P.R.O. shall be in accordance with the IRS requirements for ‘tax exempt’ status.
- The fiscal year shall commence on the first day of January and end on the last day of December. A new quarter shall begin on the first day of January, April, July and October.
- The Treasurer shall submit, in writing, to the President, a balanced and fully reconciled account balance of all finances on the third Wednesday of the months of January, April, July, and October for the quarter that has just ended. An Additional ‘year-end planner’ report will be submitted, in writing, by the Treasurer on the third Wednesday of October for the President’s review to determine financial feasibility of year-end activities.
- The President shall submit the Treasurer’s written report to the Remainder of the Board and membership on the last Wednesday of the month of January, April, July, and October.
- With respect to the ‘year-end planner’ report, a 10-minute time slot shall be allocated on the last Wednesday of November to discuss year-end activities.
- The tenure of the office of Treasurer shall be deemed complete only after the accounting has been reviewed and approved by the membership. The membership shall show approval by means of a majority vote.
- Should the tenure of the Treasurer end abruptly, the Board shall nominate an immediate replacement from the Board to act as the interim Treasurer. It will be the duty of the interim Treasurer to collect all ledgers, checkbooks, cash, statements, etc. from the departed Treasurer, and to assume all normal duties expected of the Treasurer. It will also be the joint responsibility of the interim Treasurer and the President to remove the former Treasurer from having any authority with the P.R.O. banking/checking account. Within two weeks, the Board shall nominate and the membership shall elect a replacement Treasurer. The newly appointed Treasurer will be expected to present a cursory accounting of finances within two weeks of appointment, followed by a normal written quarterly accounting.
- Termination
The membership may be terminated shall any member of P.R.O. who:- fails to attend meetings as provided herein, or
- is delinquent with fees or other Moines owed to P.R.O. for more than 45 days.
- Property Interest-Forfeiture of
Any person whose membership in P.R.O. has been terminated in any manner shall forfeit al interest in any funds or other property belonging to the association. - Resolutions
No resolution or motion to commit P.R.O. on any manner shall be considered without Board approval. - Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a majority vote of all members present including proxies, provided that notice of such proposed amendments shall have been communicated verbally or mailed to each member at least 7 days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the purpose stated herein. - Acceptance of Purpose and Compliance with BylawsAll members, by payment of the initiation fee and monthly fees, thereby accept the principles of P.R.O. as expressed in its purpose and submit themselves to and agree to comply with and be bound by the bylaws herein, and on these conditions alone are entitled to the privileges of P.R.O. No member shall be absolved from the observance of the bylaws on the please that he or she has not received a copy of them.
We the officers of the Peninsula Referral Organization do hereby certify that the Peninsula Referral Organization has adopted these bylaws on this second day of June 2002.
199 California Drive, Suite 203, Millbrae, CA 94030, 650-345-5426 – Jean Grant
© 2006, Peninsula Referral Organization. All rights reserved.
