BYLAWS

NAPLES AREA PROFESSIONAL LEAGUE

of  EXECUTIVE SERVICES

BYLAWS

 

 

ARTICLE I – NAME

 

The name of this organization shall be the Naples Area Professional League of Executive Services, also known as “N.A.P.L.E.S.” or the “Group”.

 

 

ARTICLE II – OBJECTIVES

 

The objectives of the Group shall be to:

·         Promote an environment of networking.

·         Create referrals for and increase the effectiveness of our active members’ businesses in the Naples, Florida area community.

·         Foster a sense of unity within our membership for the purpose of improving the Group's reputation in the community.

 

ARTICLE III – MEMBERSHIP

 

Section 1.     Classifications.       There shall be three classes of membership: Active. Active Life and Honorary

 

Section 2.     Qualifications  for Active Membership.

  1. Active membership is open to only one individual member of a particular type of business or organization in the Naples area who has a significant, active participation in that business or organization as an owner or employee.
  2. Individuals seeking active membership through Multi Level Marketing (MLM) based businesses shall not be eligible for active membership.
  3. An individual seeking active membership shall submit an application to the membership committee for consideration within a specified business category.
  4. Upon recommendation of the membership committee and provided all dues and fees are paid an individual shall become an active member by majority vote of the members present and voting at a membership meeting.  Notice of the prospective membership vote shall be sent by email to the members one week prior to the meeting.
  5. Transference of the membership of individuals who represent a business or organization to another individual representative of that business or organization shall require the approval of the executive board.

Section 3.           Good Standing.      Active members “in good standing” shall be those members who:

  1. retain membership on the membership rolls by payment of dues according to these bylaws
  2. attend general membership meetings regularly with no more than three unexcused absences within a calendar year. Absences for out of town business travel, illness, or family emergency may be considered excused absences provided that the member provides the membership chairman evidence that the chairman deems sufficient. Active members my send a representative to meetings in their stead which shall satisfy the attendance requirements with the following provisions:

1.    the active member must attend at least one meeting per quarter

2.    the representative may have voice, but shall not vote at meetings, nor shall they hold office

  1. generate at least one business lead for another active member of the Group in each calendar quarter.
  2. do not support or promote MLM businesses or products either directly or indirectly at meetings or outside of meetings to Group members.

 

Section 4.     Leaves of Absence.           The Membership Committee may grant or deny requests for temporary leaves of absence to voting members for travel, illness or to meet emergency needs for no more than a six month period. A leave of absence beyond six months shall require a two-thirds (2/3) vote of the board. While on leave of absence, a voting member shall continue to pay dues and any other financial obligations, may attend membership meetings and vote, and shall be counted in the quorum when present. A member on leave of absence shall not hold office or serve on the board during such leave if the leave exceeds three (3) months at which time the office shall automatically be considered vacant.

 

Section 5.    Active Life.   The founding member of the Naples Area Professional League of Executive Services shall be the sole active life member.  All the rights of an active member shall be retained.  The active life member shall pay no annual dues but shall be required to fulfill all other active member requirements.

 

Section 6.     Honorary Membership.

  1. The current Mayor of the City of Naples, Sheriff of Collier County, or other such dignitaries may be awarded an honorary membership to coincide with their term of office.
  2. Upon recommendation of any Group member, honorary membership may be awarded by a majority vote of the board and reported to the membership at the next regularly scheduled meeting.
  3. Honorary members shall pay no dues, and may attend and have voice at membership meetings, but shall not vote or hold office.

 

 

 

Section 7.      Limitations on Membership.      

  1. Membership shall not be denied on the basis of race, gender, sexual orientation, ethnic background, age or religion.
  2. Membership, exclusive of active life and honorary memberships, shall be limited to one hundred active members.

 

Section 8                                                                                                                                                                                    .       Removal from Membership.

  1. Membership status shall be reviewed by the membership committee on an annual basis or at a time deemed otherwise necessary.
  2. Membership in the Group shall be automatically forfeited if dues are not paid by February 1st.
  3. Additionally, members may be removed from membership in the Group, with cause, by a two-thirds vote of the executive board members present and voting at any regular or special board meeting provided that the removal from membership recommendation shall have been noticed in the call of the meeting. In the event that the membership status in question is that of a member of the executive board that member shall not vote on their removal from membership.
  4. Other than for removal of membership by forfeiture for nonpayment of dues, if a member is removed from membership in the Group, dues paid for the year in which the removal occurs shall be prorated and refunded within thirty days of loss of membership. Members so removed, shall not be eligible for new active membership for a period of two years.

 

ARTICLE IV - DUES AND FINANCES

 

Section 1.     Dues and Fees

A.   Dues are due annually on January 1, and if not paid, are delinquent on January 10.  Notice of delinquency shall be sent no later than January 15 and membership shall automatically be forfeited if dues are not paid by February 1.

B.   New members shall pay an administrative fee as determined by the board and shall have their annual dues total prorated quarterly for their initial fiscal membership year.

C.    A member may resign in writing provided dues are paid in full. A member who has resigned may be reinstated by majority vote of the board and by payment of the current dues.

D.   A member who forfeited membership for nonpayment of dues may be reinstated by majority vote of the board and by payment of a reinstatement fee determined by the board in addition to the current dues.

E.   Members who have been removed from the membership rolls for any other purpose other than resignation or forfeiture for nonpayment of dues shall upon reinstatement pay dues and fees applicable to a new member.

F.    Dues for the upcoming fiscal year shall be determined by majority vote of the entire board.

G.   The executive board shall have the authority to create a special assessment by a two-thirds vote of the membership.

 

Section 2.     Fiscal year.   The fiscal year shall be January 1 through and including December 31.

 

Section 3.      Budget.   The budget for the next fiscal year shall be adopted by the executive board in December.

 

Section 4.     Audit.    The financial records of the Group shall be audited as authorized by the executive board.

 

Section 5.     Indemnification.

A. The Group shall indemnify every Group director, officer, his or her heirs, executors, administrators, and assigns against expenses, including attorney’s fees and costs reasonably incurred by members in connection with the defense of any claims, demands, or actions by reason of member being or having been a Group director or officer except in relation to matters as to which they shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or intentional misconduct in the performance of a duty.  The board shall consider the purchase by the Group of such officer and director liability insurance coverage as may be available at reasonable rates, in order to reasonably insure against the potential liabilities arising by virtue of the foregoing indemnifications.

B. The foregoing right of indemnification shall not be exclusive of other                rights to which such person may be entitled under any bylaws, agreement or resolution of the Group’s executive board or otherwise.      

                     

Section 6.     Non-Inurement.       No part of the net earnings of the Group shall inure to the benefit of, or be distributed to, its members, officers, directors, or other private persons, except that the Group shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its objectives.

 

Section 7.     Insurance.    The board shall obtain general liability insurance coverage, as well as other coverage as may be reasonably prudent or advisable, considering the activities of the Group, and the rates for same available in the market.

 

Section 8.     Dissolution and Disbursement of Assets.                       In the event of the dissolution of the Group, the assets shall be liquidated and distributed in accordance with government regulations.

 

 

ARTICLE V – OFFICERS AND THEIR DUTIES

 

Section 1.     The elected officers of the Group shall be a president, vice-president, secretary, and treasurer.

 

Section 2.     Officers shall perform the duties prescribed by these bylaws, by the parliamentary authority adopted by the Group, or by direction of the executive board or membership.

 

Section 3.     The president shall:

A.   be the chief executive officer and the official spokesperson of the Group.

B.   generally preside at  membership and board meetings of the Group.

C.   appoint all committee chairs, with the exception of the nominating committee and audit committee, subject to the approval of the current members of the board at the time of the appointment.

D.   be an ex officio member of all committees except the nominating committee, or an audit committee, if one is authorized by the board..

E.   serve on the budget committee with the treasurer, preparing the budget for the coming year in December, to be adopted by majority vote of the board in December..

F.    appoint a parliamentarian.

G.   sign checks as sole signatory for amounts not to exceed five hundred dollars and co-sign checks with the treasurer for checks in an amount greater than five hundred dollars. 

 

Section 4.     The vice-president shall:

A.   become the president immediately if the office of president becomes vacant.

B.   perform the duties of the president in the president’s absence or temporary inability to serve.

C.   be designated as an authorized co-signer on Group checks in the absence of the president or treasurer for those checks in an amount greater than five hundred dollars.

D.   perform such other tasks as may be assigned by the president.

 

 Section 5.    The secretary shall:

A.   record and submit the minutes of the membership and board meetings for approval.

B.   provide a copy of the minutes to the president prior to the next meeting.

C.   be custodian of all records and papers of the Group, as directed by the president or the board.

D.   conduct the correspondence of the Group, as directed by the president or the board. or as designated in these bylaws or special rules of order.

E.   maintain, in conjunction with the treasurer, an accurate membership list.

 

Section 6.     The treasurer shall:

A.   receive and be custodian of all funds of the Group.

B.   keep an account of all monies received and disbursed and report in full at each board meeting and at the annual membership meeting.

C.   keep an accurate roster of names, addresses and other necessary contact information as well as an accounting of dues, fees and assessments paid.

D.   work closely with the membership chairman who shall send out notices of unpaid dues at a time designated in these bylaws.

E.   work closely with the membership chairman who shall send out notices of other unpaid fees or assessments in a timely manner.

F.    submit a budget for approval, with the assistance of the president, at the December board meeting.

G.   be authorized to pay regular expenses previously adopted in the budget without presenting them repeatedly for approval at board or regular meetings.

H.   provide books and records to be audited at least annually in accordance with the directives of the board.

I.      sign checks as sole signatory for amounts not to exceed five hundred dollars, and co-sign checks with the president in amounts over five hundred dollars, and in the absence or inability of the president to sign, the vice-president.

J.    file all necessary forms with the IRS and the state of Florida.

 

 

ARTICLE VI – NOMINATIONS and ELECTIONS, TERMS of OFFICE,

VACANCIES in OFFICE, AND REMOVAL from OFFICE

 

Section 1      Nominations and Elections:

  1.  A nominating committee of three members shall be elected by plurality vote by the Group at the first meeting in October.  The committee shall elect its own chairman.
  2. The nominating committee shall report one name for each elected office via email and/or the Group’s website at least one week prior to the annual meeting in November. The committee shall have obtained consent of the nominee to serve if elected and no candidate shall be named for more than one office.
  3. To be eligible for nomination or election as an officer, each nominee shall have been an active member in good standing of the Group for at least one year.
  4. To be eligible for nomination or election as President, a nominee must have previously served as an elected officer of the Group for at least one year, or, a Standing Committee Chairman for a term of at least one year and shall be an active member in good standing of the Group.
  5. The election of officers shall be held at the annual meeting, at which time additional nominations may be made from the floor. 
  6. Election shall be by secret ballot, except when there is just one nominee for the office, in which case election may be by voice.  A majority vote shall elect.
  7. Only active members in good standing prior to the annual meeting shall be eligible to vote for Group officers.

 

Section 2      Terms of Office

  1. The newly elected officers shall serve terms of one year beginning on December 1 or until their successors are elected.
  2. Officers shall not serve a third consecutive term in the same elected office except as otherwise provided in these bylaws.

 

Section 3.     Vacancies in Office. 

  1. Upon death, removal from office, resignation or permanent incapacity of the president, the vice-president shall automatically become the president for the balance of the term.
  2. Upon death, removal from office, resignation, or incapacity of the vice-president, secretary, or treasurer, the board shall fill the vacancy for the balance of the term.
  3. The time served in an office to fill a vacancy between elections at the next annual meeting shall not be calculated toward maximum term limits for that office.

Section 4.     Removal from Office.         Any elected officer may be removed from office for misconduct or neglect of duty in office.  An officer’s election shall be rescinded upon  recommendation of the executive board  and a two-thirds vote of the members present and voting at any regular or special meeting provided that two weeks notice of the recommendation has been given either at the previous meeting or by email. The officer in question shall not be eligible to vote on the decision of their removal from office.

           

 

ARTICLE VII – MEMBERSHIP MEETINGS

Section 1.     Annual Meeting.                 The first regular meeting in November shall be known as the annual meeting for the purpose of election of officers; receiving reports of officers, the board of directors, and committees; and for any other business which shall properly come before the meeting. 

Section 2.     Regular Meetings.              Regular meetings shall be held twice a month, generally on the first and third Thursday of each month, except in the event of conflicts with legal holidays or by majority vote of the members at a previous meeting.

Section 3.     Special Meetings.               Special meetings may be called by the executive board or by twenty five active members provided that notice shall be sent by email to the members at least ten days prior to the date of the meeting. The notice for special meetings shall state the specific purpose of the meeting and no other business shall be considered.

Section 4.     Notice.           Unless otherwise stated in these bylaws, notice may be given by email or on the Group website.

Section 5.     Quorum.        The quorum for meetings shall be twenty five percent of the active members or twenty five active members whichever is the lesser.

Section 6.     Attendance Requirements.          Three unexcused absences per calendar year are permitted. Additional unexcused absences per year may constitute grounds for removal from membership.

 

ARTICLE VIII – EXECUTIVE BOARD

Section 1.     Membership.            The executive board, also known as the “board” shall consist of the elected officers, the standing committee chairmen, and the most recent past president willing to serve. All members of the executive board shall be considered directors of the board inclusive of all rights and obligations as is generally considered applicable to directors.

Section 2.     Duties of the Executive Board.               The board shall be responsible for the management and administration of the Group as set forth in these bylaws and special rules of order, and in all other respects and purposes, and shall have the power to conduct the business of the organization except for that which is retained solely by the membership as provided in these bylaws and special rules of order.  The board is authorized to adopt its own rules of procedure and other Group standard operating procedures not inconsistent with these bylaws or special rules of order.

Section 3.     Regular Meetings.              Following the elections in November, the board shall meet in December and February and shall hold at least two other meetings per year with two weeks notice being given. Additional regular meetings may be ordered by the president or a majority of the board with two weeks notice being given. Such notice may be provided by email or by telephone. 

Section 4.     Special Meetings.               Special meetings may be called by the president or by a majority of the board with two days notice being given. Such notice may be provided by email or by telephone.  The notice for special meetings shall state the specific purpose of the meeting and no other business shall be considered.

Section 5.     Electronic Meetings.          Meetings and votes may be conducted by electronic means provided that all participants can hear each other simultaneously with the exception that the president may poll the board by telephone in an emergency.

Section 6..    Quorum.        A majority of the current board membership shall constitute a quorum.

 

Section 7.     Board Reports.       The executive board shall provide an interim report to the membership within four weeks of any board meeting via the Group website or at a membership meeting. A detailed, written annual report shall be provided at the annual membership meeting.

 

 

ARTICLE IX - COMMITTEES

                       

Section 1      Standing Committees.    

  1. The standing committees of the Group shall be established in the bylaws and shall be::
    1. Bylaws
    2. Legal
    3. Meeting Programs
    4. Membership
    5. Public Relations
    6. Social Programs
    7. Website / IT
  2. Chairmen of Standing Committees.        
  • 1.    The chairmen of the standing committees shall be appointed by the president with the approval of a majority of the board members in office at the December board meeting following the elections at the annual meeting in November.  A vice-chairman may also be appointed.
  • 2.    With the approval of the president, the chairman may appoint the number of members of the committee necessary to adequately fulfill the committee’s duties.
  • 3.    The terms of the chairmen shall be for one year or until their successors are appointed.
  • 4.    Vacancies in standing committee chairmanships shall be filled by the vice –chairman if there is a vice-chairman or by appointment of the president with the approval of a majority of the current board members present and voting.

 

  1. Vice-chairmen of Standing Committees.
  •  
  • 1.    The vice-chairmen of the standing committees may be appointed by the president with the approval of a majority of the board members in office at the December board meeting following the elections at the annual meeting in November. 
  • 2.    The vice-chairman of a committee shall fill a vacancy in the chairmanship of that committee.
  • 3.    The vice-chairmen may attend meetings of the board with voice but shall not make motions or vote if the chairman is present. The vice-chairman shall have full rights as a board member in the absence of the chairman.
  • 4.    Vice-chairmen shall not be counted towards a quorum unless serving in the chairman’s absence.

 

Section 3      Special Committees.        

  1. Special committees may be established by the president, or the executive board.
  2. The chairmen and members of special committees shall be appointed by the president with the approval of the executive board.
  3. The duties of special committees shall be determined by the executive board.
  4. Special committees shall report to the board as directed by the board and to the membership as the membership deems necessary.

 

Section 4.     Committee Meetings and Quorums.    

  1. Committee meetings may be held in person or electronically.
  2. The quorum for all committees shall be a majority of its members.

                       

ARTICLE X – PARLIAMENTARY AUTHORITY

 

The rules contained in the current edition of Robert’s Rules of Order Newly

Revised shall govern the Group in all cases in which they are applicable and in

which they are not inconsistent with Florida law, these bylaws, and any special rules of order the Group may adopt.

 

 

 ARTICLE XI - AMENDMENTS

 

These bylaws may be amended or revised at any regular meeting of the Group by a two-thirds vote of those members present and voting. The membership shall be notified of the proposed changes in writing by postal mail, email or on the Group website at least fourteen days but not more than thirty days prior to the meeting. Such amendments or revision shall be in effect at the close of the meeting at which they were adopted or as otherwise determined by the membership at the time of adoption.

 

 

N.A.P.L.E.S. Bylaws:

Originally adopted 11/28/06 

Amended 04/16/09  

Revised 03/18/10

Amended 10/06/11

Amended 04/05/12

Amended 11/21/13

Amended 08/00/14

Amended 01/08/15

Amended 01/05/17

 

 

 

 

SPECIAL RULES OF ORDER

 

1)    The bylaws committee is authorized to correct article and section designations, punctuation, and cross references and to make such other technical and conforming changes as may be necessary to reflect the intent of the Group in connection with the N.A.P.L.E.S. bylaws and special rules of order.

2)    Officers, committee chairmen and others acting as representatives of the Group shall deliver all records, files, and other properties of the Group to their successors within ten days of their successor’s election or appointment.

3)    The executive board is authorized to adopt a template for meeting minutes.

4)    The executive board is empowered to approve the minutes of membership meetings unless otherwise directed by the membership.

5)    Minutes of board meetings held electronically shall be kept and approved at the next regular board meeting or by a minutes approval committee.

6)    In the event the parliamentarian is an active member, the parliamentarian shall retain all voting rights at membership meetings. In the event the parliamentarian is a member of the executive board, the parliamentarian shall retain all voting rights as a member of the board.

7)    Consent agendas, when deemed prudent by the president, board or membership, may be used in order to expedite the business of the Group.

8)    Members shall provide a photo and other pertinent business information as required by the board for use on the Group website or for other public relations activities. Members, by virtue of their membership, agree to have such business contact information published

9)    Cell phones and other auditory devices, with the exception of medical devices, shall be on silent or vibrate mode during meetings. Such devices may not be used within the confines of the meeting.

10) The use of recording or photographic equipment may be allowed at meetings or Group functions by permission of the president.

11) These special rules of order may be suspended by majority vote of those members present and voting at any regular or special membership meeting.

12)  These special rules of order shall be amended either by a two-thirds vote without notice or a majority vote with five days notice, by those members present and voting at any regular or special membership meeting.

 

 

N.A.P.L.E.S.  Special Rules of Order

Originally adopted:  03/18/11

 

 

 

 

 

 

STANDARD OPERATING  PROCEDURES (SOPs)

 

 

  • New member procedures
    • Receipt of membership application, including picture and bio, and confirmed by membership chairman.
    • Acknowledgement sent to applicant including an outline of the application and membership acceptance process.
    • Prospective member may attend two breakfast meetings at no cost to either the prospective member or the member who has recommended the individual for membership.
    • New member dues and fees received, confirmed by treasurer and membership chairman.
    • Notice of the prospective membership vote shall be sent by email by the communications chairman to the members one week prior to the meeting.
    • Election of new member at membership meeting by majority vote.
    • If the prospective member is not elected all dues and fees shall be returned immediately.
  • Members and guests in attendance are required to sign an attendance sheet at all membership meetings.
  • Meal costs, such as meeting breakfasts, included in the membership dues may only apply to one individual member representative of their business or organization. Additional representatives from that business shall be charged a $20 breakfast fee.
  • A member who invites a guest, who is not a prospective member, to a breakfast meeting shall be charged a $20 breakfast fee for each guest.
  • The board may establish liaison relationships with individuals, groups or organizations in order to further the objectives of the Group.

 

 

N.A.P.L.E.S. STANDARD OPERATING PROCEDURES

 

Origlnally adopted January 2010 w. Proviso applicable to 03/18/10 adoption of bylaw revision:

Adoption completed: 03/18/10

Copyright 2016 N.A.P.L.E.S. | Naples Area Professional League of Executive Services.

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