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AABBI Standards and By Laws
ARIZONA ASSOCIATION OF BED AND BREAKFAST INNS (As Revised Nov. 16, 2005)
MISSION STATEMENT
The Arizona Association of Bed and Breakfast Inns is an association of inns which offer an attractive alternative to more conventional lodging and which meet the highest standards of hospitality and comfort as determined by an inspection process. Each inn is a reflection, not only of the unique personality of the owner, but also the special location of each inn within the state.
OBJECTIVES & PURPOSE
(a) To develop and encourage high standards of hospitality and professionalism.
(b) To broaden public understanding and appreciation of bed & breakfasts, B&B inns and country inns (as defined by the Professional Association of Innkeepers International --PAII)
(c) To provide a forum for communication on all aspects of the bed & breakfast industry.
(d) To support and promote member inns through referrals and other cooperative activities.
(e) To act as an advocate with state and local regulatory agencies and to speak as one voice.
(f)To undertake such other functions consistent with the bylaws to advance the interest of the bed & breakfast industry.
STANDARDS
I.Management
A. The facility must operate primarily as a bed & breakfast inn and must be open on a regular year-round basis.
1.Short-term closures such as for maintenance and vacations are acceptable.
2. Seasonal closures may be acceptable if they are for three months or less. Closure dates must be publicized where appropriate and a telephone answering service in place to advise the public and allow for callbacks.
B.Hospitality is the primary goal of every member inn and members recognize that extraordinary hospitality is the benchmark of the bed & breakfast industry.
C.Breakfast is served to guests each morning on the inn premises and is included in the room rate (see Breakfast).
D.Member inns must be in compliance with all applicable federal, state, and local laws and regulations governing bed and breakfast inns.
1.A copy of business licenses or certificate of occupancy must be provided to AABBI.
2.Member inns must collect state and local sales and/or bed tax as required.
3.Member inns must be in compliance with state, county, and/or city fire codes, building codes, and health regulations.
E.Member inns may have individualized policies, procedures, and prices; however:
1.Room rates, deposit and cancellation policies, and other significant policies affecting guests (i.e. smoking, children, pet policies, etc.) must be made known to guests at the time of reservation.
2.If arrival date allows, a confirmation must be sent to guests reiterating policies.
3.Inns must answer the telephone in a professional and businesslike manner and state the name of the inn. Member inns cannot answer with just "Hello".
F.Member inns must carry and provide annual proof of commercial liability insurance.
G.An owner or staff member shall reside either on the premises or on an adjacent property. During short absences, emergency contact information will be made available to guests.
H.Owner's/Managers' professional obligation to AABBI
1.Owners or managers of member inns are encouraged to attend at least one AABBI meeting each year.
2.Owners/managers must agree that primary referrals will be to AABBI member inns.
3.Owners/managers must agree to provide one complimentary room night for biannual inspections. (See Section V.A.)
4.Owners/managers must agree to distribute and keep a supply of AABBI brochures available to guests.
I.Advertising
1. Advertising must be truthful, not misleading, and non-deceptive.
2. Inns must have evidence to back up their claims.
II. Building-Exterior
A.The building exterior and trim must be attractive and well maintained (i.e. no peeling paint, broken windowpanes, building materials, and debris, etc.).
B.The surrounding grounds and landscaping must be attractive and well maintained (i.e. no weeds; grass mowed; trees; hedges; and bushes trimmed, etc.).
C.Adequate parking for guests must be available and convenient to the inn, meeting local codes and requirements.
D.Walkways must be free of debris and safe for guests, with adequate lighting.
E.A business sign or house number must be clearly visible from the street.
F. If a hot tub, spa or swimming pool is available to guests, it must be clean and in good repair. AABBI requires that appropriate warnings and signs explaining its use be posted at the unit.
G.All member inns must have a first aid kit available on premises.
III. Building-Interior
A.Common Areas
1.There must be a common room, patio, or parlor available for guest use and interaction.
2.A desk or writing surface should be available if there is none in the guest rooms.
3.A telephone should be available for guest use.
B.Guest Rooms
1.All guest rooms must be well maintained and in good condition (i.e. paint, wall paper, and floor covering) at all times. Guest rooms must be impeccably clean. Rooms must be cleaned daily if occupied by guests.
2.The primary consideration in furnishing a guestroom is the comfort and convenience of the guests. Innkeepers are encouraged to view the room as a guest would. Provision must be made for storing clothes, luggage, and personal items. (Decorative items need their own storage space). Guestrooms must be attractively and completely decorated and all furnishings and linens must be clean and in good condition.
A.Bed must be of good quality and in top condition. Sofa beds, cots or roll-a-ways may not be used as primary beds in guest rooms.
B.Bedding must include, minimally, mattress pad, two sheets, one pillow for each guest, pillow covers, pillow cases, blankets and bed spreads, quilts, or comforters, all in top condition and free from soils and stains. Extra pillows should be available on request.
C.Bed linens must be changed between guest stays, and for stays of more than one night, at least every third day, unless otherwise directed by a guest-initiated request.
D.Guest rooms should be minimally furnished with: a bed, chair, table or nightstand, adequate storage for clothing, and a wastebasket. There must be at least one bedside lamp with adequate light for reading, although two lamps are preferred.
E.For security and privacy all guest room doors must have secondary locks that can be locked from the inside. Windows or glass doors must be equipped with blinds, shades, or draperies which provide complete privacy.
3.There must be adequate heating, cooling and/or air conditioning as needed for guest comfort.
C.Bathrooms
1.It is preferred that each guest room have access to a private bath. There shall, however, be a minimum of one full guest bath for every two guestrooms, shared by no more than four people.
2.Each bath must be maintained in good condition with plumbing in good working order. Bathrooms must be cleaned daily when occupied by guests.
3.Each shared guest bathroom must have a lock.
4.There must be ample hot water available for each bathroom.
5. Each guest must be supplied with at least one large bath towel, hand towel, and washcloth. A daily fresh supply of towels must be provided unless otherwise directed by a guest-initiated request. In addition, each bath must be supplied with a bath mat and wastebasket. In the case of a shared bath, each guestroom must be supplied with a separate bath mat. Additional bath supplies must include soap, facial tissue, drinking glasses, and an adequate supply of toilet tissue.
6.Bath fixtures must include sink, commode, shower and/or tub with a non-skid surface (or device available), adequate shelf space for toiletries, a well-illuminated mirror at the sink, convenient "safety" electrical outlets, towel racks, and clothes hook.
7.Owners or managers who live on premises must have their own private sleeping and bathing facilities apart from any guestrooms or guest baths.
D.Safety
1.Each member inn must comply with all applicable fire regulations.
2.There must be a minimum of one smoke detector on each floor and one in each guest room.
3.There shall be a minimum of one fire extinguisher on each floor and in the kitchen.
IV. Breakfast
A.Breakfast must be prepared and served daily to guests on the inn premises. Serve yourself (i.e. guests prepare it) breakfasts do not qualify.
B.Breakfast that is served to guests will consist of one of the following:
1.Full breakfast includes, minimally, hot beverage(s), juice, fruit, hot entree (i.e. egg dishes, pancakes, etc.).
2.Continental-Plus includes, minimally, hot beverage(s), juice, pastry/bread/muffins, plus additional cereals and fruits.
3. Continental includes, minimally, hot beverage(s), pastry or bread, and juice.
C.AABBI members' advertisements for food service must adhere to the above definitions. (See IV B)
D.The kitchen area must be extraordinarily clean, well maintained, and conform to local health department regulations. As a courtesy, AABBI will provide a workshop for certification at each AABBI Annual Conference and Trade Show providing there is sufficient enrollment.
E.Food quality, preparation, and presentation should reflect the highest standards.
V. Adherence to Standards.
A.Inspection
1. In order to determine whether an inn meets high AABBI standards, each inn will be initially inspected upon application for membership and then member inns subsequently re-inspected every two years by a representative of the association, trained as an inspector and who resides outside the local area of the inn being inspected.
2. An inspection fee will be charged and the inn must provide a complimentary room for the overnight inspection.
3. If an inn does not meet all the AABBI standards, it is not eligible for membership.
4. In cases where an inn that does not meet one particular AABBI standard, but meets the spirit and intent of the standard, the inspector may recommend that the innkeeper meet with the board and petition for a waiver of that standard. The board then may decide to grant or withhold membership as it sees fit.
B.Grievances The President shall handle any grievance brought to the attention of the association.
1. The matter should be expressed in writing to the president. The President should contact the member inn as soon as possible by telephone. This should be followed by a certified letter, which reviews both the situation and the telephone conversation. A reply is to be requested within 30 days offering an explanation and solution to the problem.
2. The inn must reply to the concerned party and the President within the 30 days.
3. Any inn receiving three complaints within a two-year period, or a single infraction of the standard, must be reviewed by the board for possible action. The board Action may include
a. Inviting the innkeeper to a review by the board
b. Removal of the member from AABBI
4. The AABBI Board must keep copies of the complaint and reply on file.
C. Non compliance with Standards
The AABBI Board shall handle non-compliance with Standards.
1. Any inn reported to be in non-compliance of the standards will be sent a certified letter by the board, outlining the problem and requesting an explanation with suggestions as to how the matter can be corrected.
2. The innkeeper is to reply in writing to the board within 30 days and give a date for any necessary work to be done or changes to be made.
3. The innkeeper is to send a notice with back up documentation that the work or changes have been completed by the agreed date. If necessary, a date is to be set for re-inspection of the inn. The inn will pay for the re-inspection.
4. Any inn failing to meet these requirements within a reasonable time as set by the board can be removed from the Association.
BYLAWS OF ARIZONA ASSOCIATION OF BED AND BREAKFAST INNS A NON-PROFIT CORPORATION FORMED UNDER AND PURSUANT TO THE LAWS OF THE STATE OF ARIZONA (As Revised Nov. 16, 2005)
Article I:Association.
1.1 Purpose of Bylaws. The Arizona Association of Bed and Breakfast Inns (the “Association”) was established upon the filing of Articles of Incorporation with the Arizona Corporation Commission. The operation of the Association shall be regulated by the Articles of Incorporation and by these Bylaws. The purpose of these Bylaws is to establish a procedure for the operation of the Association. These Bylaws shall be interpreted and construed in a manner to maintain compliance with the Articles of Incorporation.
1.2 Purpose of Association. The Association shall be organized and operated as a nonprofit association for the promotion of bed and breakfast inns (“Inns”) located in the State of Arizona. Such promotion shall include, but shall not be limited to the adoption and enforcement of standards applicable to Inns that are members of the Association (“Standards”). The initial Standards are attached hereto and incorporated herein as Exhibit A. The Standards may be amended by the consent of a majority of the Active Members.
1.3 Principal Office. The known place of business shall be located at 3386 N. Hwy 89, Prescott, Arizona 86301, or at such other location designated by the Board of Directors.
1.4 Corporate Seal. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the corporation. However, a corporate seal with the name, date and place of incorporation may be used to verify documents.
1.5 Reference to Articles. Any reference herein made to the Corporation’s Articles shall refer to its Articles of Incorporation and all amendments thereto as at any given time on file with the Arizona Corporation Commission.
1.6 Seniority of Articles. The statutes of the State of Arizona will in all respects be considered superior to the Articles, with any inconsistency resolved in favor of said statutes. The statutes and Articles will in all respects be considered senior and superior to these Bylaws, with any inconsistency to be resolved in favor of the statutes and Articles, and with theses Bylaws to be deemed automatically amended from time to time to eliminate any such inconsistency which may then exist.
Article II: Members
2.1 Membership Classes. There shall be Two (2) classes of membership: Active and Associate.
2.1.1 Active Members. An Active Member is the owner/designee of one (1) or more Inns that meet all of the Association’s Standards as determined by inspection by a representative of the Association. Upon recommendation by that representative, the Board of Directors makes the final decision for approval or denial of membership. Active Members have the right to vote in the election of Board of Directors and other matters determined by the Members pursuant to these Bylaws or the laws of the State of Arizona. Each Active Member inn has one (1) vote per member inn. Active members shall pay annual dues November 30th. If annual dues are not received by the Treasurer of the association by December 31st, the Board of Directors may terminate the Active Member inn’s membership in the Association. Dues for new members will be assessed on a pro-rated basis. Payment of dues signifies a continuing commitment to uphold the Standards. An inn that is being re-instated after not paying dues by the deadline is considered to be a new member and requires re-inspection and will be charged the inspection fee as a new member. Dues will not be refunded, in whole or in part, if an inn ceases to be a member during the year, whether voluntarily or involuntarily. Member inns which have changed ownership must apply as a new member within sixty (60) days and be inspected. The new owners must pay for the inspection. Annual dues paid by the previous owner will, for AABBI purposes, stay with the inn until the next year’s payment is due (November 30).
2.1.2 Associate Members. Associate Members are individuals or business entities designated by the Board of Directors who are involved in the bed and breakfast inn or related industries. Associate Members may attend meetings of Members but do not have the right to vote. Associate Members pay dues.
2.2 Annual Meetings. An annual meeting of the Members shall be held during the month of November or December in each year on a date and at an hour determined by the Board of Directors. The Board of Directors may designate any place within Arizona as the place of meeting for any annual meeting or for any special meeting. The purpose of the annual meeting shall be the election of directors and the transaction of such other business as may come before the meeting. If, for any reason, the election of directors shall not be held on the day of the annual meeting, or at any adjournment thereof, the existing Board of Directors shall continue as such until the election of their successors.
2.3 Special Meetings. Special meetings of the Members may be called by the President, a majority of the Board of Directors, or by Active Members having at least ten (10%) of the votes, and shall be held at the time, place and date for the purpose specified in the notice thereof.
2.4 Notice of Meetings. Written notice stating the place, day and hour of any meeting, annual, special, or otherwise, of Members shall be delivered, either personally or by mail, to each Member not less than (10) or not more that Fifty (50) days before the date of such meeting. In the case of special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated and limited to the agenda in the notice. If mailed, the notice of meetings shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his/her address as it appears on the records of the Association, with postage thereon prepaid. Any member may waive notice of any meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the sole purpose of objection to the transaction of any business because the meeting is not lawfully called or convened.
2.5 Informal Action by Members. Any action by law to be taken at a meeting of the Members, or any action which may be taken at any meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Active Members entitled to vote thereon with respect to the subject matter thereof.
2.6 Quorum and Vote. Fifty-one percent (51%) of the Active Members in good standing and entitled to vote shall constitute a quorum of Members at any meeting of Members. If a quorum is not present at any meeting, a majority of the Members present may adjourn the meeting from time to time without further notice. A majority vote of the quorum shall constitute authority for any action of the Members.
2.7 Proxies. At any meeting of Members, an Active Member entitled to vote may vote by proxy executed in writing by the Active Member or by his/her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution.
2.8 Organization. At each meeting of the members the President and Secretary of this Association shall act as Chairman and Secretary respectively.
2.9 Cumulative Voting. In each election of directors of the Association, each Active Member shall have the right to cast his/her votes in the aggregate multiplied by the number of directors to be elected at such election. Each active Member may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute such votes among two or more such candidates, and such directors shall not be elected otherwise.
2.10 Grievance Procedure. Any member shall have the right to express a grievance to the Board of Directors through the following procedure:
2.10.1 A written expression of a member’s concern should be provided to the President, to be conveyed to the Board of Directors.
2.10.2 The Board shall reply in writing stating its action or response. The Board may invite the concerned member to a meeting, may propose a solution, or may simply state its position with some explanation.
2.10.3 Should the Board and the concerned member not come to some resolution of the grievance through the above procedure, the matter will be taken to an impartial outside arbitrator selected by the Board.
2.11 Membership Lists. No member or associate member of AABBI shall sell a list of AABBI members to any non-member.
2.12 Termination of Membership. An inn’s membership may be terminated by the Board for:
1. Failure to pay annual dues by December 31. 2. Non-compliance with AABBI standards. 3. Failure to act on a complaint or non-compliance issue within a reasonable time, as set by the Board.
Article III: Board of Directors
3.1 General Powers. The business affairs of the Association shall be managed and conducted by its Board of Directors who are elected by the Active members which may exercise all such powers of the corporation and do all such lawful acts as are allowed by statute, the Articles of Incorporation, these Bylaws, or directed or required to be exercised or done by the members.
3.2 Tenure, Number and Qualifications. The number of Directors shall be not be less than THREE (3) Directors nor more than NINE (9) but the number may be increased or decreased as permitted by the Articles of Incorporation or by amendment to these Bylaws. Each Director shall hold office for two (2) years until his/her other successor shall have been elected and qualified. Each Director must be an Active Member entitled to vote.
3.3 Annual and Regular Meeting. The annual meeting of the Board of Directors shall be held without other notice than these Bylaws, immediately after, and at the same place as, the annual meeting of Members. The Board of Directors may meet either within or without the State of Arizona, as it shall from time to time determine.
3.4 Special Meeting. Special meetings of the Board of Directors may be called by or at the request of the President or the majority of the Board.
3.5 Notice. Notice of any regular or special meeting of the Board of Directors shall be given at least five (5) days prior thereto by written notice delivered personally or sent by mail or telegram to each director at his/her address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon, prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular meeting of the Board of Directors need be specific in the notice, or waiver of such meeting, unless specifically required by law or by these Bylaws.
3.6 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
3.7 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of Directors, unless the act of a greater number is required by law or by these Bylaws.
3.8 Informal Action by Director. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a written resolution of the Board of Directors, setting for the action so taken, is signed by all of the directors. Such resolution shall have the same effect as a unanimous vote, and it shall be the duty of the Secretary of the Association to record such resolution in the minute book of the Association under its proper date. Meetings of the Board of Directors, regular or special, may be held by means of conference telephone or similar communications equipment by means of which all person participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
3.9 Organization. At each meeting of the Board of Directors, the President, or in his/her absence the Vice President, or, in the absence of both, a director chosen by a majority of the directors present, shall act as Chairman. The Secretary, or in his/her absence any person appointed by the Chairman, shall act as Secretary of the meeting.
3.10 Conflicts. No contract or other transaction between the Association and one or more of its directors or any other association, corporation, firm or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or avoidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Director or a committee thereof which authorizes, approved or ratifies such contract or transaction or because his/her or their votes are counted for such purpose, if:
1. The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; of
2. The fact of such relationship or interest is disclosed or known to the Members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or
3. The contract or transaction is fair and reasonable to the Association at the time the contract or transaction is authorized, approved or ratified, in light of the circumstances known to those entitled to vote thereon at that time.
3.11 Resignation and Removal. Any director of the Association may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the Association. The resignation of any director shall take effect at any time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effectively. Any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Active Members entitled to vote at a special meeting of the Members called for that purpose. The vacancy in the Board of Directors caused by any such removal may be filled by the Active members at such meeting.
3.12 Compensation. The Directors as such shall not receive directly or indirectly any salary or other compensation from the organization, except for reimbursement of expenses incurred conducting business for the organization or the carrying out their responsibilities as members of the Board. All such expenses must be approved by the Board.
ARTICLE IV: Officers.
4.1 Officers. The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including additional and/or assistant vice presidents, secretaries and treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any member of the Board of Directors may be an officer of the Association.
4.2 Election and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified.
4.3 Removal or Resignation. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Association would be served thereby. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall take effect at the time of such notice, or any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.
4.4 Vacancies. A vacancy in an office created by death, resignation, removal, disqualification or otherwise may be filled by a majority vote the Board of Directors for the unexpired portion of the term.
4.5 President. The President shall be the chief executive officer of the Association and shall supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Members and of the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Association. In general, the President shall perform all duties incident to the office of President and such other duties as may be or described by the Board of Directors from time to time.
4.6 Vice President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribed.
4.7 Treasurer. If required by the Board of Director, the Treasurer shall give a bond for the faithfully discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever; and deposit all such monies in the name of the Association in such banks, trust companies or other depositories; and in general, perform all the duties incident to the office of the treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Regular books of accounts shall be kept under his or her supervision, and he or she shall render financial statements to the President, Directors or members at proper times. The Treasurer shall have charge of preparation and filing of papers, financial statements and returns as may be required by law.
4.8 Secretary. The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents, if required, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each Member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as form time to time may be assigned to him/her by the President or by the Board if Directors.
4.9 Special Committees. Special committees may be created or terminated at any time by the Board of Directors. A special committee shall limit its activities to the accomplishment of the tasks for which it is appointed and shall have no power to act except as specifically conferred by action of the Board of Directors.
Article V: Contracts, Checks, Deposits and Funds.
5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the offices so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances and unless so authorized in writing by the board of Directors, no officer shall have the power or authority to bind the organization by and contract or engagement or to pledge its credit or to render it liable for any purpose of in any amount.
5.2 Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed or endorsed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President and countersigned by the Treasurer.
5.3 Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such federally insured banks, trust companies, savings and loan association or other depositories as the Treasurer may select.
Article VI: Records and Fiscal year.
6.1 Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Member and Board of Directors, and shall keep a record giving the names and addresses of the members entitled to vote.
6.2 Fiscal Year. The fiscal year of the Association shall begin on the first day of November and end on the last day of October each year. After the close of each fiscal year of the corporation, the financial transaction of the corporation for the preceding fiscal year shall be subject to review as directed by the Board of Directors, and a report of the review shall be made to the Board of Directors.
Article VII. Indemnification of Officers, Board Members and Employees.
This Association shall indemnify every board member, officer, employee and agent of the Association against all expenses, liabilities and penalties, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party or in which he/she may become involved by reason of any acts or omissions alleged to have been committed by him/her while acting within the scope of his/her employment or engagement as a director, officer, employee or agent of the Association, including any settlement thereof provided that the Board of Directors determines that such person acted in good faith and did not act, fail to act or refuse to act willfully, with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action or proceeding. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association or is or was serving at the request of the Association as a director, officer, employee, or agent of another association, partnership, joint venture, trust or other enterprise against liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Association would have the power to indemnify him/her against such liability under this Article.
Article VIII: Amendments to Bylaws.
Unless otherwise specified in the Articles of Incorporation, as they may be amended from time to time, the Bylaws of this Association may be altered, amended or repealed, or new Bylaws may be adopted, by the Board of Directors at any annual or special meeting called for such purpose in the manner provided herein.
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