BYLAWS

SPRINGSBEST (formerly PEAK TIPS) BY-LAWS

Amended and Restated Effective May 31, 2018

The Bylaws of SpringsBest (formerly PeakTips) provided in Article XV that the Members could, by a vote of three-fourths (70%) of a quorum of the Members then voting, amend the Bylaws.  The Members, having voted in accordance with the provisions of Article XV hereby Amend and Restate the Bylaws of SpringsBest.

ARTICLE I
Name and Purpose

SpringsBest exists for the purpose of exchanging business leads among SpringsBest members.  The fiscal year of SpringsBest shall be the calendar year.

ARTICLE II
Board of Directors

SpringsBest shall be governed by a Board of Directors elected from among the Members.  

  1. Composition of the Board. A Board of Directors (hereinafter “Board”) consisting of the following elected Officers shall govern SpringsBest. The Officers must be Members in Good Standing. The Officers of SpringsBest shall be a President, Vice-President, Secretary, Treasurer, Sergeant-at-Arms, Member-at-Large, Membership Director and Social Director. The Officers shall be elected by ballot annually at a SpringsBest meeting of the membership, and shall hold their offices for one year thereafter and until their successors are elected. The Officers shall represent the Board and may, from time to time, at the Board’s discretion, appoint other assistants or committee chairpersons and prescribe their powers and duties. In addition to the duties of the respective Officers specified in the bylaws, each of them shall perform such further duties as may be assigned by the Board.

  2. Meetings of the Board. The Board shall meet regularly (at least quarterly) to conduct the business of SpringsBest. Only Officers of SpringsBest may vote at Board meetings. Board meetings are open to the general membership and members shall be notified of the date, time and location of any scheduled Board meeting. The Board shall manage the financial matters of SpringsBest including recommending appropriate SpringsBest membership dues, oversee membership qualifications and attendance, make contracts for the operation of SpringsBest, set the format for SpringsBest meetings and otherwise serve as the governing body of SpringsBest.

  3. Policies and Procedures. The Board shall prescribe, may amend and shall enforce house rules regulating the use of the meeting place by the members and the rules for attendance by guests to meetings and events of SpringsBest. A separate set of rules, policies and procedures shall be generated by the Board and shall be available to the membership.

  4. Debt and Borrowing. The Board of Directors shall not have the power or authority to borrow money in the name of SpringsBest, incur debt on behalf of SpringsBest, or bind any individual member to any contract with respect to SpringsBest business or obligations.

  5. Effect and Interpretation. Should issues or questions regarding the 1) by-laws and their effect or interpretation, or 2) parliamentary procedures affecting the conduct of a SpringsBest meeting arise during the course of a general SpringsBest membership meeting, the current Board of Directors shall resolve said difficulty at the next scheduled Board meeting.

  6. Budget. The Board shall prepare a budget for the operation of SpringsBest and submit it to the membership at least quarterly during a SpringsBest meeting designated for SpringsBest membership only (no guests).

ARTICLE III
President, Vice President, Past President

The President shall oversee the day-to-day operation of SpringsBest, shall preside at all meetings of SpringsBest and
of the Board, and with the Secretary, sign all written contracts and obligations of SpringsBest. The Vice-President shall stand in for the President during his/her absence.  Past Presidents may serve as voting Members for as long as they remain an Immediate Past President.

ARTICLE IV
Treasurer

The Treasurer shall collect all SpringsBest dues and fees, and shall keep the accounts of SpringsBest and report thereon at each regular meeting of the Board. The Board shall audit the accounts at least once a year, at such time as may be selected by the Board. The Treasurer shall pay all bills as they come due and shall notify all members as to the amount and due dates for any fees and dues.  The Treasurer shall prepare a condition of accounts and present it to the membership on a regular basis.

ARTICLE V
Secretary

The Secretary shall give notice of all meetings of SpringsBest and of the Board and shall keep the minutes. The Secretary shall conduct the correspondence and keep the records of SpringsBest and of the Board and shall, with the President, sign all obligations of SpringsBest.

ARTICLE VI
Sergeant-at-Arms

The Sergeant-at-Arms shall be responsible for tracking Members’ attendance while maintaining order and professional meeting etiquette during membership and Board meetings.  He/she shall further be responsible for maintaining and storing SpringsBest supplies, monitoring Member business cards and coordinating regular printing of SpringsBest materials.

ARTICLE VII
Member-at-Large

The Member-at-Large shall be responsible for coordinating nominations and balloting for new Officers and he/she shall be responsible for conducting the elections and reporting the outcome of all elections. He/she is the Member liaison and shall carry the views of Members to all Board meetings.

ARTICLE VIII
Membership Director

The Membership Director shall be responsible for assisting new Members integrate into SpringsBest as productive and contributing Members. The Membership Director shall meet with all new Members promptly after they have been elected to the membership in order to go over SpringsBest by-laws, and to answer any questions. The Membership Director is also responsible for providing membership applications to potential new Members and for following up and providing assistance to new Member prospects during the application process.  The Membership Director shall attempt to visit a prospective new Member’s place of business and report to the Board and the Members prior to the Members voting on the prospective new Member’s application.

ARTICLE IX
Social Director

The Social Director is responsible for planning and coordinating any social functions of SpringsBest that have been approved by the Board. The Social Director will be responsible for taking care of all details that pertain to social functions for SpringsBest.

ARTICLE X
Election & Succession of Officers

Candidates shall be nominated at a meeting in November, and elected at the second weekly meeting of December. The Member-at-Large shall provide the list of nominations to the membership between one and two weeks in advance of the election and conduct and record the results of the balloting. A quorum (50% of the Members in good standing) of the membership must be present at the election meeting to cast their ballot. Candidates must be Members in Good Standing of SpringsBest for at least one year.. In the event an Officer leaves SpringsBest for any reason, the vacant position may be filled by temporary appointment by the Board of Directors.  If the President vacates the position the Vice-President will assume all powers and duties of the President.

ARTICLE XI
Membership

SECTION 1.  QUALIFICATIONS

  1. Eligibility for Membership. A prospect shall be eligible for membership in a specific business category who -

    1. has been continuously and locally in business as a business owner or manager with relevant expertise for at least one full year in the specific business category for which they are applying;

    2. has an identifiable business location; and

    3. whose enterprise does not conflict with or duplicate the business activity of any current member.

  2. Exclusivity. Neither prospects for membership nor active Members are permitted to belong to or participate in another business leads group. A Member violating the exclusivity requirement and failing to discontinue participation in the other business leads group within 10 days of receiving notice of the violation from the Board shall forfeit his or her membership in SpringsBest.

  3. Board Acceptance of Prospect’s Application. All applications are subject to approval by the Board, in the Board’s discretion, prior to a vote on a prospect’s application by the membership.

  4. Attendance and Participation. All Members shall be subject to attendance requirements and shall participate by regularly providing quality leads to other Members. Those Members failing to comply with attendance and/or participation requirements shall be subject to termination of their membership.

  5. Change in Business Category. A Member who changes business category must reapply for membership. A Member who changes business name but remains in the same business category need not reapply for membership.

  6. Retired Members. At the discretion of the Board, and upon the majority vote of a quorum of the Membership who vote at a regular meeting of the membership, a member in good standing may be permitted to continue as a “Retired Member” of Springs Best. A “Retired Member” shall be defined as a member no longer actively representing a business as an owner or responsible manager. Upon retirement, the Retired Member’s former business category shall be “open” to another prospective member who, if admitted to the membership, shall have all the privileges and responsibilities of an active member of Springs Best. Retired Members, because they do not, by definition, benefit from business leads, shall enjoy reduced membership fees calculated at one-half the current dues assessed to non-retired members. All other rules pertaining the membership, unless otherwise waived or modified, shall apply to all Retired Members.


SECTION 2.  ELECTION TO MEMBERSHIP

  1. Requirement for Nomination. Before any prospect for membership to SpringsBest shall be voted upon, a SpringsBest Member in Good Standing must have duly proposed the prospect for membership.

  2. Meeting Attendance. Prior to being considered eligible to submit an application for membership, a prospective member shall attend at least two consecutive weekly SpringsBest meetings.

  3. Membership Application and Application Fee. A prospect for membership shall submit an Application for Membership. The Application for Membership shall be signed by the prospect and shall, at a minimum, contain: the name, type of business category or occupation, residence address and business address of the prospect and such other information as the Board may from time-to-time require. The full Initiation Fee then in effect must accompany the application. The Initiation Fee will be returned if the prospect is not voted into SpringsBest.

  4. Voting on a Prospective New Member. Before any prospect may be voted upon, the application and the Initiation Fee must be filed with the Board. The Membership Director (or a Member acting in the Membership Director’s place) will report to the Members regarding the merits of the Prospect’s membership in SpringsBest. A Prospect shall become a member following approval of two-thirds vote of Members present at the meeting during which the Prospect’s application is presented to the membership.

  5. No Splitting of Business Category Without Existing Member Consent. No prospect whose business category conflicts with the business category of an existing Member shall be allowed to join SpringsBest unless the affected existing Member specifically consents after full discussion of the possible overlap between the Member’s and the Prospective Member’s businesses.

  6. Probationary Period for New Members. All new Members shall be subject to a probationary period of one (1) calendar quarter of weekly SpringsBest meetings (13 weeks). During the probationary period, the new Member shall be evaluated by the Board in three (3) areas: attendance, input from Members, and the number and quality of business leads. If, in its discretion, the Board rescinds the probationary Member’s membership at any time during the probationary period, any remaining balance of SpringsBest dues shall be refunded promptly to the Probationary Member.

  7. Membership is Personal. Membership in SpringsBest shall belong to the specific individual or individuals voted upon by the Members to fill a particular business category or as a Retired Member. Nevertheless, to allow for continuity and robust participation in SpringsBest meetings, a Member shall be allowed to send a key member of the Member’s staff to attend a meeting in the Member’s place up to two (2) times per calendar quarter. A Member’s absence when a key staff member attends in place of the Member shall not count against the Member when determining the amount of a Member’s excused absences during a quarter. Otherwise, without the express permission of the Board, a Member is prohibited from sending a substitute from the Member’s business to more than two (2) SpringsBest meetings in any calendar quarter. SpringsBest social events may or may not, in the discretion of the Board, be exclusive to duly qualified Members.

ARTICLE XII
Dues & Late Fees

Dues shall be billed and collected quarterly in advance.  Members shall be billed not later than the first day of the last month of the prior quarter (i.e. dues for the calendar quarter beginning in January would be billed not later than the 1st of the preceding December).  Dues shall be delivered to the Treasurer not later than the close of business on the date of the first meeting of the affected quarter.  If the member does not pay in full by the first meeting of the quarter, a $25.00 surcharge will be added to the Member’s account. If a Member’s dues are not paid in full by the second meeting of the quarter, the membership is subject to termination.

Any change in dues shall be subject to an affirmative vote of a majority of all current SpringsBest Members.

ARTICLE XIII
Resignation

Resignation of any Member or Board Member shall be made in writing to the SpringsBest President.

ARTICLE XIV
Suspension or Expulsion

Any Member may be suspended or expelled from SpringsBest.

  1. Suspension or Expulsion for Cause. A Member may be suspended or expelled from SpringsBest for “cause.” “Cause” is defined as behaviour including, but not limited to, any conduct which, in the judgment of the Board, is deemed improper, lacks decorum or is prejudicial or detrimental to SpringsBest or any one or more Members.

  2. Suspension or Expulsion for Non-Participation. A Member missing more than four (4) meetings in a calendar quarter is subject to suspension or expulsion from SpringsBest. The Board may, in its discretion, choose to excuse certain absences and any absences so excused shall not count against a Member for purposes of possible suspension or expulsion. A “Calendar Quarter” shall be defined as the periods from January through March, April through June, July through September and October through December. If a Member is absent more than four (4) scheduled meetings in a calendar quarter, he or she shall receive a telephone call from the Member-at-Large or other assigned Member advising that the Member is in violation of SpringsBest’s attendance and participation requirement. The Member shall also receive a notification letter from the Board describing the attendance problem and setting out the conditions that will allow the deficient Member to remain in SpringsBest. If the offending Member fails to correct their attendance or otherwise comply with the conditions of the Board for continued membership, the Member shall be suspended or expelled.

  3. Decision to Suspend or Expel. Suspension or expulsion of a Member shall be decided at a regular or special meeting of the Board by a majority vote of all Members of the Board. Notice of the Member’s suspension or expulsion, signed by the President and Membership Director, shall mailed to the Member at his or her last known address and the President shall communicate the Board’s decision and action to the Members at the next regularly scheduled SpringsBest meeting.

ARTICLE XV
Amendment of By-Laws

Fifty percent (50.0%) of the current membership entitled to vote shall constitute a quorum at any meeting of SpringsBest. No amendment of the by-laws shall be adopted at any meeting of SpringsBest unless a quorum is present and three-fourths of the Members present approve said changes.

ARTICLE XVI
Recall of Officers

At a special meeting of SpringsBest where a quorum is present the membership may recall any Officer(s) by an affirmative two-thirds vote. The vacancy so created shall be filled by a majority vote of those present.

ARTICLE XVII
Special Meeting of SpringsBest

A Special Meeting of SpringsBest may be called by the Board upon the written request of five or more Members of SpringsBest.  The request for and notice of a Special Meeting shall clearly state the subject of the meeting and the hoped for result of the meeting. Subjects discussed at a Special Meeting shall be limited to the subjects described in the request for and notice of the Special Meeting. 


ARTICLE XVIII
Voting by the Members; Business Meetings

Only Members in good standing shall be entitled to vote at any meeting of SpringsBest. A Member shall be deemed to be in good standing if he/she has met attendance requirements, business lead requirements, and is current with dues and assessments. Only Members in good standing may be present at any business meeting of SpringsBest.

ARTICLE XVII
Dissolution of SpringsBest

SpringsBest may be dissolved upon a three-fourths vote by the general membership at any regularly scheduled meeting as long as the general membership has been warned at least three consecutive prior meetings that such a vote would take place. In the event that SpringsBest is dissolved, all debts will first be paid, and then if there are any assets remaining, they shall be divided equally among all Members in good standing.

These Amended and Restated Bylaws of SpringsBest, having been duly considered by the Board and the Members as provided for in Article XV are hereby adopted this ___ day of May 2018.