ARTICLE I

The name of the organization shall be B.A.S.A. - BUSINESS ALLIANCE OF SOUTHERN ARIZONA, PO Box 36222, Tucson, Arizona 85740-6222.

ARTICLE II

Objectives: The objectives of this organization shall be (1) to institute and maintain a method of collecting, recording and exchanging business information for and between its members; (2) to encourage local trade expansion for the benefit of its members; (3) to provide for the display, sale or publicity of the goods, property or services handled by its members; (4) to create and encourage business methods in order to better the efficiency and service of the business of its members; (5) to develop and carry on such activities as shall be found to best promote the welfare of its members and effect the purposes for which the organization is formed; (6) to encourage business and professional development and education within the community as a whole.

ARTICLE III

Membership: There shall be a classification of members according to business, trade, occupation and individual membership shall be limited to the owner, partner, officer, executive or a person with policy-making authority who falls into the said classification, or who shall otherwise be deemed eligible by the organization’s Board of Directors.

Dual Lead Group Membership: No member of another local organization which has as its main purpose the generation of business leads. A prospective B.A.S.A. member with such an affiliation shall not be eligible to join B.A.S.A. In the event a B.A.S.A. member maintains such dual affiliation same shall be grounds for B.A.S.A. membership termination by the Board.

New Members: A prospective member shall attend, either consecutively or non-consecutively, three out of four consecutive meetings. If not sponsored, the president will appoint a sponsor at the first meeting. After attending the third meeting an application for membership shall be presented to the sponsor or board. Out of the presence of the prospective member, and by secret ballot of those in attendance at said meeting, a vote on the new member shall be held. In the event of two or more negative votes the application will have failed, otherwise the Board of Directors shall consider the membership of the prospect. Following any meeting, the board of Directors shall meet to discuss proposed new members and hear objections from other members. Hearing no objections and ruling favorably on the proposed member, the Board shall invite the prospective member to join the organization subject to a ninety (90) day probation period. At the end of the probation period the Board of Directors shall have a second vote, as before, any member(s) may attend, and shall be allowed to voice their opinions at this time. Upon payment of the required fees, the proposed member and the Secretary shall publish said member’s name in the next bulletin, or announce it at the next meeting. Until acceptance of membership and payment of fees the Board can revoke its approval and invitation. A copy of these by-laws shall be given to the prospective member at the time the invitation is extended.

Acceptance: Payment of the prescribed admission fee, which must be made after induction, constitutes acceptance and the willingness of the member to conform to all rules of the organization, whether expressed in the by-laws or otherwise, which have been or may be, from time to time, adopted by the organization or its Board of Directors.

Classification: No prospect nor member of the organization shall apply for or hold more than one classification.

Change: A member may request a change in classification provided the member makes application for such change in writing. Such request for classification change shall be treated the same as for new membership except that no membership fee nor three-meeting waiting period shall be required. In the event that a member ceases his commercial or employment relationship, he may remain a member not to exceed 60 days while seeking another position. The member’s classification of membership becomes open at the end of 60 days.

Identification of Members: Membership is restricted to individual persons representing one (1) and only one (1) company within their classification. The members are determined solely by the Board of Directors. No organization can acquire any interest in a membership.

Alternate Member: An alternate member may be assigned to take the place of a member, in the members’ absence, for a period of not more than 3 meetings per quarter. Any more than 3 will result in the member being subject to the absence rules.
The member must present the name and profile of the alternate member, to the board of directors in writing. The alternate member must be approved by the board of directors prior to attending BASA meetings.

Leaves of Absence: Upon Board approval, and for good cause, the Board may grant a member the right to not attend meetings and also pay a reduced dues rate of fifty percent (50%) of the then-effective dues rate for such term as is determined reasonable by the Board up to a maximum of nine (9) months.

ARTICLE IV

Admission Fees and Dues: Admission fees shall be fixed by the Board and shall be payable at the acceptance of membership. Dues shall be fixed by the Board which shall also determine the advance billing periods and dates. All quarterly dues are due and payable on the first day of the quarter.

Delinquents: Any member who fails to pay dues and other organization expenses within thirty (30) days of the due date shall be delinquent and shall be so advised by the Treasurer. Failure to remove the delinquency within fifteen (15) days thereafter is grounds for suspension and the member shall be so notified. Membership may be terminated by Board action. When a member is terminated, notice shall be given in writing, together with a closing statement of the remaining balance due. Members hereby promise to pay the charges levied pursuant to their membership.

ARTICLE V

Board of Directors: The control and management of this organization shall be vested in a Board of Directors consisting of not less than five members. All members of the Board of Directors shall be elected by vote of the membership at large and their terms shall be for twelve (12) months. Any vacancies occurring on the Board during the member’s normal term shall be filled by the majority vote of the Board and the appointment shall be for the remaining term. A majority of members of the Board shall constitute a quorum and, at any meeting, they shall have the power to act. The Board shall hold regular meetings as the interest of the organization shall require. Special meetings shall be called by the President or at the request of three or more directors or at the request of one-fifth of the membership by reasonable notice to each director.

ARTICLE VI

Officers: There shall be a President, Vice President, Treasurer, Secretary and Sergeant at Arms who shall be chosen in the following manner:

All officers shall be members of the Board of Directors. They shall be elected, by the majority of the Board, at a meeting immediately following the annual elections. They shall serve for a term of one year and hold office until their successors are duly elected and qualified. However, they shall not hold office for more than two consecutive terms, nor shall any person hold more than one office. The immediate past president shall automatically be one of the Board members without standing for election. Although not an officer, the Sergeant at Arms shall be a Board member.

Duties:

The president shall preside at all meetings and board meetings, appoint all committees and shall vote on all matters.

The Vice President shall, in the absence of the President, have all the powers and perform all the duties of the President.

The Treasurer shall collect all moneys and keep accurate records and shall be responsible for verification at regular intervals of all financial transactions or the organization at least quarterly.

The Secretary shall:

Keep full and accurate minutes of all meetings of the membership and Board of Directors;

keep accurate records of all correspondence;

Preserve and maintain a correct roll of members;

Be the custodian of such records and property as may be entrusted to him/her;

Distribute to the members, in effective form and manner, pertinent information from the previous meetings of the Board and of the membership;

Perform such duties as may be required by the president under the authority of the Board of the by-laws;

Write and distribute the club newsletter, if any.

The Sergeant at Arms shall act at the direction of the president.

ARTICLE VII

Meetings and Quorums: Regular meetings of the membership shall be held each Wednesday, except holidays, at 7:00 A.M. The Board may cancel a regular meeting at any time. Annual meetings are for members only and shall be held on the first meeting in December to elect a new Board of Directors and conduct such other business that requires membership participation. One-third of the existing membership being present and in good standing, as stated in Article III, shall constitute a quorum at any meeting. Reasonable notice of meetings shall be communicated to the membership by the organization’s officers in the event they are different than as stated herein.

ARTICLE VIII

Elections and Installation: All prospective officers must be in good standing as stated in Article III. All officers shall hold their respective offices for a period of one year with elections to be held on the first meeting in December. Nominations and the election of the new Board shall be held on this last Wednesday in January. All elections for board members shall be by cumulative voting. The new officers and board members shall be installed the first meeting in January.

ARTICLE IX

Attendance: In order to meet the objectives of ARTICLE II, Objectives, regular attendance by all members is necessary. Three unexcused absences in any quarter by a member shall be cause for the Board to terminate that member’s membership.

ARTICLE X

Dispute, Resolution, Grievance Procedures and Remedies:

Scope: Attendance, violation of confidentiality, and dues matters are reserved to the Board. This article applies to issues, questions and disputes between members which relate to behavioral and financial issues connected to B.A.S.A., its members, and business referrals. All other significant issues involving the objectives (Article II) not otherwise reserved directly to the Board are included within the scope of this article. Utilization of procedures herein is available only to current B.A.S.A. members.

The procedures and remedies described herein are cumulative in that they are in addition to any other lega, equitable, social, or personal remedies available to an aggrieved member. All matters contained in this article are confidential and may solely be divulged to members or non-members when and if provided for herein.

Dispute Resolution: B.A.S.A. encourages and recommends parties exercise extensive personal efforts to resolve disputes before resorting to the procedures set forth herein. The complainant may select informal, formal or both procedures in any chronological order or simultaneously.

Informal - This is an entirely verbal procedure, which is commenced by the complainant discreetly asking the intervention and mediation of the Sergeant at Arms. Beyond the parties directly involved and the Sergeant at Arms no one is to become aware of the utilization of this procedure.

Formal - Convening of the Grievance Committee can only occur upon compliance with one of the following paths:

Without any requirement that the complainant has attempted to personally resolve the dispute, a written, signed complaint is delivered to the Sergeant at Arms. No copy of this is provided to anyone; the original is retained by the Sergeant until such time as a total of three such complaints against the same person have been received. The Sergeant at Arms shall at that time inform the Grievance Committee and receive direction therefrom.

Wherein three (3) members deliver a joint written, signed complaint tot he Sergeant at Arms without having attempted to resolve the dispute with the subject party.

Or

Wherein a member gives the Sergeant at Arms a written, signed complaint after individually attempting to resolve the conflict unsuccessfully.

Procedure: Alphabetical rotation selects the grievance committee membership quarterly. Compliance with the complaint procedure above will cause the Sergeant at Arms to deliver a copy of the documents to the Committee and the defendant member.

Remedy: The Grievance Committee may make any determination however creative it deems suitable. Compliance with the determination will be a condition of continued membership. The committee will relay its determination to the Board of Directors, which in turn will inform the complainant and the defendant. THERE IS NO APPEAL.

Meeting begins at 7:00 A.M. and concludes at 8:30 A.M.

Membership Dues: $130.00 per quarter, which includes breakfast.

New Members: $100.00 initiation fee. The cost for the quarter is pro-rated from $130.00, based upon when the new member is accepted in B.A.S.A.

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