LEGAL LEGACY

Our Constitution
& Bylaws

Constitution & ByLaws

Constitution of Mercury Business Association

This is a copy of the printed Constitution and By-laws as revised through May 31, 2000. If there are any differences in text, the printed copy shall prevail.

1. NAME

The name of this organization shall be Mercury Business Association.

2. PURPOSE

(a) The purpose of the association is to gather and disseminate business information among its members and to provide social opportunities for its members and their guests.

(b) Membership in the association places an obligation on the member to take notice of information that may be useful to another member and to relay that information in a timely manner. Members have the right to expect information and referrals from all other members.

(c) Information disclosed at an association meeting or in the association bulletin shall be held in confidence and only such information as applies to a member's classification shall be used by a member. Violation of this confidence is a violation of Article 3. (d) of this constitution.

3. MEMBERSHIP

(a) Any business person or professional of good character and good business reputation in the State of Hawaii is eligible for membership, provided the business classification in which he or she is engaged is not already represented in the association.

(b) An initiation fee equal to one quarter's dues shall be assessed to new members. New applicants shall also submit a full first quarter's dues with their application. If an applicant is not elected to membership, both amounts are returned. A successful applicant's initiation fee is not refundable. Dues for the first quarter are prorated and any excess payment is carried forward to the next quarter.

(c) Each application for membership shall be submitted to the Membership Committee chairperson who shall return any applications that are not complete or not accompanied by a good check covering the current initiation fee and one quarter's dues. For complete applications the chairperson shall announce the applicant's name and business classification at the next regular meeting. The applicant shall not be present at this meeting. The applicant's name and business classification is published in the bulletin of this meeting. If an objection has been made at or prior to the next regular meeting, the membership committee will investigate and submit their findings to the Board of Directors. The Board of Directors shall consider the application at the end of the meeting following publication unless the committee has received an objection and requires an additional week to investigate. A two-thirds vote of a quorum of the Board of Directors shall be required for membership.

(d) Membership is a privilege which shall be continued so long as the member abides by the club constitution and by-laws, maintains good character and reputation, pays his statement promptly, meets attendance requirements, and maintains the business classification held.

(e) If a member changes the business classification in which he or she is engaged, the membership classification may be changed to the new classification if it is not already taken. The member shall submit a written request for classification change to the Membership Committee chairperson. The change shall be announced, published and otherwise follow the procedure for new membership including a two-thirds vote of the Board of Directors. No initiation fee or additional dues payment is required, however. Membership will be terminated if the Board determines that the appropriate classification is not available. In the event of termination, the quarter's dues will be prorated and any credit balance returned to the member.

(f) Membership is held by the individual, not the business organization for which the member works. If the member changes employer, but is re-employed in the same business classification, his or her membership continues automatically. If a member wishes to resign in favor of another representative from his or her business organization, the member may do so and the new representative then will have priority to the classification. However, the new representative must submit an application with the initiation fee and go through the new applicant process. The quarter's dues need not be submitted if the current account is to be assumed by the new member.

(g) Each member shall have the privilege of appointing, subject to the Board's approval, an alternate to represent his or her classification at meetings he or she cannot attend. The alternate must qualify for the same business classification as the principal. An application marked "alternate" is submitted with no initiation fee or dues payment. New member procedure is followed except for payments. The alternate is not a member, however, but the agent for the member. An alternate may vote only in the absence of the member.

(h) The club may, upon recommendation of the Board, elect to Honorary Membership any member who has retired from active engagement in business of profession and has been a member of the association for ten years. The Board may waive the ten-year requirement. Majority approval of a quorum of the Board is required, followed by majority approval of a quorum of the membership. An honorary member may attend meetings and social functions of the association. The honorary member does not pay dues, but is charged for the cost of those meetings and social functions that he or she attends.

4. GOVERNING BODY

(a) The governing body of the association shall be its Board of Directors which shall consist of five officers, a director-at-large who shall be the immediate past president, and five elected directors. The officers shall be a President, 1st Vice President, 2nd Vice President, Secretary-Treasurer and Auditor.

(b) Members of the Board of Directors shall serve for a one-year term from June 1st through May 31st. Board members, except the Director-at-large, shall be elected as prescribed in the by-laws.

(c) The Board of Directors shall have authority over all officers and committees and its decisions are final unless an Appeal to the Association is filed. Any member may file an appeal by notifying the President in writing of the Board decision that he or she wishes to appeal. A notice of the appeal will be published in the next bulletin and a membership vote taken at the regular Association meeting following publication. A quorum of members must be present and a two-thirds vote of members present is required to overturn the Board's decision.

(d) The Board of Directors shall meet immediately following the third regular meeting of the month unless an alternate time has been called by the President. The Board shall also meet as required for membership applications, but shall conduct no other business unless the meeting time coincides with a regular board meeting. Special meetings of the Board may be called by the President or upon the request of three Board members.

(e) The Board of Directors shall also constitute the Board of Arbitration and shall meet as such upon the request of the President or any three of its members. It shall hear complaints against or differences between members or alternates as shall be brought before it. However, it shall only hear cases when all the parties at interest have agreed in writing to abide by its findings without recourse to any other tribunal. The Board of Arbitration shall have the power to award compensation, to issue restraining orders, and to assess penalties up to expulsion from the association and any other penalties specifically allowed in the written agreement of the parties. Its decisions are final and may not be appealed to the club or the courts.

BY-LAWS OF MERCURY BUSINESS ASSOCIATION1. ELECTION OF OFFICERS

At the last regular meeting in April, one month prior to the annual meeting, the presiding officer shall appoint a nominating committee of three members, two of which shall be past presidents, one of whom shall be designated as chairman, to nominate a President, 1st Vice President, 2nd vice President, Secretary/Treasurer, Auditor and members of the Board of Directors. The nominations shall be presented by the nominating committee at the following meeting and shall be voted on at the last regular meeting in May. Nominations may also be made from the floor. The nominations shall be placed on the ballot in alphabetical order. The candidates for the respective offices receiving the majority of votes shall be declared elected. The Officers and Directors so elected shall constitute the board of Directors. A vacancy in the Board of Directors or any office shall be filled by appointment by the remaining members of the Board.

2. DUTIES OF OFFICERS

(a) President: It shall be the duty of the President to preside at the meetings of the Association and of the Board of Directors, and to perform such other duties as ordinarily pertains to the office. The President shall have the power to cast the deciding vote, should it be necessary, but otherwise shall not vote.The President shall be directly responsible for all activities of the association. The President shall have such discretionary power as to levy fines in such matters as tardiness, disorderly or indecorous conduct on the part of any member during an association session, and to make such rulings in the interest of the Association not otherwise covered by these by-laws.

(b) 1st Vice President: The duties of the 1st Vice President are identical to those of the President on those occasions when the President is absent. The 1st Vice President shall be responsible for the activities of the Program and Social Committees.

(c) 2nd Vice President: The 2nd Vice President shall be responsible for the activities of the Attendance and Membership Committees.

(d) Secretary-Treasurer: The Secretary-Treasurer shall keep the records of the membership, records of attendance at all meetings, send out notices of meetings of the Association and the Board, record and preserve the minutes of such meetings, send the weekly bulletin on the proceedings of each regular meeting to the membership, receive and answer all communications, and provide each member with a copy of the Mercury Business Association Constitution and By-laws.The Secretary-Treasurer shall also collect membership dues and fines, have custody of all funds, keep an accounting of all income and expenditures and maintain a bank account to the credit of the Association subject to withdrawals on checks signed by the Secretary-Treasurer and countersigned by the President or other person so designated.The services of the Secretary-Treasurer shall be compensated as determined by the Board of Directors.

(e) Auditor: The Auditor shall be responsible for the semi-annual examination of the financial records of the Secretary-Treasurer and shall make a semi-annual report to the membership.

3. MEETINGS

(a) Meetings shall be held on Monday of each week at 12 o'clock sharp at such place or places decided on by the Board of Directors. The Annual Meeting shall be the first regular meeting in June. Incoming officers shall be installed at the Annual Meeting.

(b) Attendance requirements are that members attend at least 50% of the meetings in each quarter and that members arrive at these meetings before the gavel starting the meeting. The President may excuse attendance during a member's illness or off-island travel.

4. MEMBERSHIP DUES

Membership dues shall be as determined by the Board of Directors, shall be payable quarterly in advance and shall become delinquent in not paid within 30 days of receipt of notice. A delinquent member may be suspended by the Board of Directors and, if so, shall be denied all rights and privileges of membership. If the suspended member's dues are not paid within sixty days of suspension, membership may be revoked by the Board of Directors. Readmission after revocation of membership shall be upon the vote of the Association.

5. RECORDING SECRETARY

The Board of Directors has the right to employ and to determine the compensation of a Recording Secretary to handle the weekly bulletin and meeting notes and to receive and answer correspondence. The Recording Secretary is not a member of the Board.

6. VOTING

(a) The business of the organization shall be transacted by direct vote, except the election of Officers and Directors which shall be by ballot. Robert's Revised Rules of Order shall govern the conduct of all business meetings of the Association.

(b) A quorum at regular meetings of the Association shall be two-thirds of the membership. A quorum of the Board of Directors shall be a majority of Board members.

7. COMMITIEES

The President shall appoint the following standing committees each of which shall serve during that President's term of office:

(a) Membership Committee shall carry out the duties prescribed under "Membership" in the Constitution. It should enlist new members and endeavor to keep the membership role at the maximum. It shall introduce and indoctrinate new members and shall keep the membership advised as to open classifications. This committee is directly responsible to the 2nd Vice President.

(b) The Program Committee shall be responsible for luncheon meetings and shall endeavor to devise programs that will sustain membership attendance at meetings. This committee is directly responsible to the 1st Vice President.

(c) The Social Committee shall handle arrangements for all social functions of the Association as shall be deemed desirable by the Board of Directors and the membership. It shall also suggest and devise social functions of a nature that may be of benefit to the membership. This committee is directly responsible to the 1st Vice President.

(d) The Attendance Committee shall record and study attendance records, contact members delinquent in attendance habits, and recommend devises for maintaining a high level of attendance. A weekly attendance report shall be made to the membership. This committee is directly responsible to the 2nd Vice President.

(e) The President may appoint such additional committees, and assign them such duties, as he or she may deem necessary for the internal administration of the Association's affairs. The President shall be a member of all committees.

8. AMENDMENTS

The Constitution and By-laws of this organization are subject to amendment upon a vote of two-thirds of the membership at a regular meeting of the Association.