South Carolina Bed and Breakfast
Association By-Laws
Includes Revisions made in 1993,
1994, 1995, 1997, 2001
Article I – Purpose
The South Carolina Bed & Breakfast Association
is a non-profit, voluntary organization of bed and breakfast owners representing
those Bed & Breakfasts, Inns, and B&B Homestays in the State of
South Carolina that are appropriately licensed. Through cooperative
effort, these innkeepers shall work closely with state and local governmental
agencies to promote tourism, and to assure high standards of safety and
service within the bed and breakfast hospitality industry. The Association
shall act as a public resource for state and local regulatory agencies
as they govern the growing B&B segment of the industry. The Association
will further act as a professional regulatory body for all members of the
Association.
The primary goals of the Association are to:
· Create greater recognition of Bed &
Breakfasts as preferred accommodations sources within the hospitality industry.
· Cultivate cooperation and communication
among Bed & Breakfasts through out South Carolina.
· Work within the industry to set standards
for the operation of Bed & Breakfasts.
· Serve as a resource center for Association
members.
· Serve as a liaison between the Association
membership and the State of South Carolina, State Legislature, State, County
and local agencies, and other organizations.
· Work to obtain reductions in operating
expenses, such as group purchasing, for Association members.
· Produce a newsletter, and other materials,
to share information among Association members.
· Produce and distribute an Association
Directory of members.
Article II – Membership
Section 1: Members
Any person(s): (1) Who owns and operates
a Bed & Breakfast enterprise within the State of South Carolina (hereinafter
referred to as an “innkeeper”) and who meets the standards for Full Membership
established in these By-Laws; or, (2) meets the standards for Associate
Membership established in these By-Laws, who follows the procedures for
applying and pays the appropriate dues, shall be eligible for membership
in the Association.
No applicant innkeeper shall be denied membership
or be otherwise discriminated against in any way because of his or her
race, religion, sex, martial status, sexual preference, age, national origin
or handicap. The Association shall comply in full the Revised Code
of South Carolina, “Law Against Discrimination,” and all corresponding
federal statues. Membership shall be held in the name of the Bed and Breakfast
or Inn (hereinafter referred to as “Inn” or “B&B”). Certain exceptions
to this definition are defined elsewhere in these By-Laws.
Section 2: Membership
shall be classified as follows:
a) Full Membership
Those B & Bs and RSO (Reservation Service
Organizations) that meet the criteria for Full Membership, have completed
and submitted all requested applications materials, and have currently
paid dues shall be granted Full Membership. These members shall:
1) Have voting rights (one per B&B);
2) Be listed in the SCBBA directories,
print and/or internet, of approved B&Bs and
Inns
3) Be entitled to use the Association Emblem within defined
guidelines;
4) Receive newsletters and other Association printed
matter;
5) Be entitled to member discounts, if applicable, at
Association sponsored conferences,
meetings and workshops;
6) Receive any available group health, property and business
liability insurance rates;
7) Be entitled to any group purchasing discount obtained
through the Association; and,
8) Be entitled to all such other benefits as may be provided
by the Association.
b) Associate Membership
Those B&Bs and other organizations and individuals
that qualify for Associate Membership, as hereinafter outlined, have completed
and submitted all requested application materials, and have currently paid
dues shall be granted Associate Membership. These members shall:
1) Be entitled to use the Association
(Associate Member) Emblem within defined
guidelines.
2) Receive newsletters and other
Association printed matter:
3) Be entitled to member discounts,
if applicable, at Association sponsored conferences,
meetings
and workshops:
4) Be entitled to all such other
benefits as may be provided for Associate Members by
The Association,
and,
5) Associate Members shall not have
voting rights within the Association.
c) Ex-Officio Membership
Recognizing the valuable contributions that
may be utilized to enhance the development
and range of services offered by the Association by such extension
of this special
membership level:
The Board of Directors may, at their discretion,
extend “ex-officio” membership status
to selected individuals. These members
may be invited to (1) participate in any meeting of the membership,
Board of Directors or Executive Committee as deemed appropriate by the
meeting chairperson, (2) assist in the work of the Association, (3) will
not have voting rights and (4) will not be assessed any dues or membership
fees.
Memberships shall be considered “pending” until
(a) all materials are submitted as requested, (b) and evaluative site visit
is conducted, as applicable, and (c) the Board of Directors approve such
memberships. It is expected that “pending members” shall become “full
members” within a period not to exceed six (6) months. Memberships
left pending by the applicant B&B, for a period of six (6) months or
more shall be denied, unless the applicant submits a written request for
approval by the Board of Directors prior to the six month period after
receipt of initial application.
Section 3: Membership
Meetings
a) Annual Meeting
An Annual Meeting of the membership shall be held
in either January or February of each year to discuss general Association
business, review annual reports, elect directors and officers for the upcoming
year, approve By-Law revisions, and approve the proposed budget and dues
for the year. Notice of the annual meeting starting date, place and
hour shall be delivered to the membership no earlier than sixty (60) days
prior to or no less than thirty (30) days prior to the annual meeting.
Each Full Member B&B shall be eligible to cast one vote or written
ballot at membership meetings. A quorum at an Annual Meeting shall
be the number of members present.
b) Special Meetings
Special Meetings of the membership may be called,
should the need arise, by the President, by order of the Board of Directors,
or by the Secretary upon the written request of not less than twenty-five
(25) members. At the direction of the persons calling the meeting
written notice of a special meeting shall be delivered to the membership
not less than fourteen (14) days prior to the meeting. A quorum for
Special Meetings shall be the number of members present.
Section 4: Dues
a) To provide funding for printing,
mailings, meetings, and other Association activities
throughout the year, the membership shall
pay annual dues as recommended by the Board of Directors, with the
assistance of the Association Treasurer. The proposed dues structure
for the upcoming year will be approved by the membership at the annual
meeting. Dues statements will be mailed by the Treasurer at least
sixty (60) days prior to the annual meeting. Dues are payable thirty
(30) days after the sttement date, but no later than the Annual Meeting.
Memberships are effective from Annual Meeting to Annual Meeting.
b) Should a member fail to pay the Association’s dues on time,
the Treasurer shall
contact that member for payment. Failing that, the member’s
name shall be given to
the President, who shall make further contact with the member for payment.
If
payment is not made within two weeks following contact by the President,
the member’s
name shall be removed from the roster of members in good standing and all
current
certificates of membership and SCBBA Emblems shall be surrendered by the
terminated
member.
Section 5: Complaints Against
Members
Three or more complaints against a member
inn, received from any source, in a twelve
month period concerning standards covered by Association membership shall
serve as
cause for review by the Board of Directors for possible action.
Section 6: Termination
In the event that a member no longer meets
the standards for membership, does not meet
its financial obligations to the Association, or otherwise is felt by a
majority of the
Board of Directors to be detrimental to or at odds with the purpose of
the Association,
such member may be removed from the roster of members in good standing
Memberships may also be terminated by written resignation of the member
at any time.
In either event any dues paid will not be refunded. Current certificates
of membership
and SCBBA Emblems will be surrendered by the terminated member.
A member being considered for termination of membership,
for reasons other than failure to submit dues, shall be given the opportunity
to appear in person before the Board of Directors before such determination
of termination is made. In the event the Board of Directors considers
such termination of a member, such member shall be notified of a meeting
date no less than sixty (60) days prior to such meeting. The member
being considered for termination shall make a written request to appear
at such meeting no less than thirty (30) days of the scheduled meeting
date. When feasible, a mutually agreed upon meeting date should be
scheduled, however, such meeting date will be set at the sole discretion
of the Board of Directors.
Article III – Board of Directors
Section 1: Nominations
There shall be a minimum of TEN (10) and a maximum
of NINETEEN (19) members of the Board of Directors of the association,
all of whom shall be elected at an Annual Membership Meeting and shall
be valid members of the Association. There shall be the officers
of the Board and up to FOURTEEN (14) directors, representing the official
state PRT districts. Each Director shall represent no more than 20
SCBBA members. Board membership is to be predominately filled by full member
“Bed and Breakfasts” innkeepers; therefore, no more than two (2) full member
“Historic Inn/Hotel” innkeepers may serve on the board at a time.
A Nominating committee selected from the Board of Directors shall present
a slate of nominees or officers and additional directors to the membership
at least (30) days prior to the annual meeting. Nominations may also
be made in writing to the Nominating Committee with the written agreement
of the nominee, qualifications for nomination and accompanied by signatures
of three members of the Association at least thirty (30) days prior to
the annual meeting.
Nominations will also be solicited from the general
membership via the Association newsletter or other general mailing to the
membership. No nominations will be accepted from the floor at the
Annual Meeting.
The Nominating Committee shall consider geographical
representation, population density, time for and interest in the governance
of the Association, and needed skills in choosing candidates for the slate
to be presented to the members.
All candidates shall be contacted by the Nominating
Committee and must signify, in writing, their willingness to serve before
the Nomination Slate is submitted to the membership.
Section 2: Elections
The membership shall elect a President,
1st Vice-President, 2nd Vice-President, Secretary,
Treasurer and additional directors to a maximum
of fourteen (14) on the proposed slate. Any director, either elected
or appointed, may be removed from the Board of Directors or office by a
two-thirds vote of the membership at an annual meeting or special meeting
called for this purpose. The outgoing President will be a member
of the Board of Directors for one year immediately following his or her
term of office.
Section 3: Term of Office
The term of office for directors and officers
shall be two (2) years. Directors shall serve on a staggered term
basis, with approximately one-half of the total number of directors being
elected annually, and may be re-elected for an addition tern or terms.
Officers shall serve concurrently and may not serve more that two consecutive
terms (total of four years) in any one officer position.
Vacancies for an unexpired term or unfilled positions
on the Board of Directors may be, but are not required to be, except in
the case of officers, filled by the Board of Directors as long as there
are no less than five current directors. In the event that the position
of an officer becomes vacant, an Association Member, preferably an existing
director, shall be elected by the Board of Directors at the next scheduled
quarterly meeting to fill the position until the next Annual Meeting election
of directors and officers.
Section 4: Meetings
Meetings of the Board of Directors shall be held
quarterly. These meetings are for the purpose of conducting business where
a vote of the general membership is not required. A quorum for a
Board meeting shall be 50% or more of the current number of directors and
officers.
A schedule of the quarterly meetings shall be
made available to the general membership in some appropriate form once
each year. No further notice is necessary unless the meeting schedule
changes.
Board meetings are open to the general membership.
Any Association Member may ask to be scheduled on the agenda at any board
meeting.
At open meetings of the Board, general Association
members may not participate unless a prior request to speak to a specific
agenda item has been received by the Secretary.
In no circumstance shall a general Association
member vote on any Board action.
Section 5: Voting
Each Director on the Board of Directors shall
have one vote. In the event of tie votes, the
President shall vote or abstain from voting as
needed to break the tie.
Section 6: Attendance
Each regional director and officer shall attend
all regular meetings of the Association. The reason for a planned
absence from any Board or general meeting must be submitted to the President
or the President’s designate before the beginning of each meeting.
The reason for an unplanned absence must be submitted no later than on
week after the missed meeting. The Executive Board will review the
reasons for absence and declare each absence either acceptable or unacceptable.
Section 7: Removal from Office
In addition to other provisions of the By-Laws
(Article III, Section 2), any officer or regional director may be removed
from office for any of the following causes:
a) Failure to attend, without
acceptable reason as determined by the Executive
Board, two (2)
consecutive regular of special Board meetings or assigned
committee meetings
within any twelve (12) month period. Removal for this
cause will be
effective when the Executive Board rules the second absence
unacceptable.
The Board of Directors will consider a resignation to have
been tendered
and accepted.
b) Failure to fulfill the responsibility
of the position as specified in the By-Laws.
Removal for this
cause must be determined by a 2/3 vote of the entire Board
of Directors.
c) Wrongdoing or misconduct in handling
Association affairs. Removal for this
cause must
be determined by a 2/3 vote of the entire Board of Directors
Any officer or regional representative who is
to be considered for removal due to causes identified in item b) or c)
of this Section shall be entitled to:
· Ten (10) days advance notice by mail
of the proposed removal. Such notice must state the meeting
time and place at which such removal is to be voted upon by the Board of
Directors.
· Appear before and be heard at the meeting
of the Board of Directors where removal is considered.
Article IV
Duties of the Officers and Regional Directors
Section 1: President
The President shall preside over all meetings
of the Association; shall have general and
active management of the affairs of the Association and shall see that
the provisions of
the annual budget and resolution voted
by the membership or Board of Directors are
carried out.
The President shall appoint members of standing
committees of the Board except the Executive Committee and the Nominating
Committee which is appointed by the Board of Directors.
Section 2: 1st Vice-President
The 1st Vice-President shall have the authority
and responsibilities of the President in the President’s absence.
It shall be the responsibility of this individual to attend all regular
meeting of the Association and to represent the Association throughout
the State, as the Associations’ business may require at the direction of
the President. This individual will be responsible for membership
of the association, both membership renewals and processing new member
applications. He/She is also responsible for By-Law revisions and
may be appointed as an ex-officio, voting member of those committees, as
deemed necessary by the President.
Section 3: 2nd Vice-President
The 2nd Vice-President shall have the authority
and responsibility for insuring the inspection policies of the Association
are followed and to recommend to the board any changes that are felt necessary.
It shall also be the responsibility of this individual to attend all regular
meeting of the Association and to represent the Association throughout
the state, as the Association’s business may require at the direction of
the President. He/She may be appointed as an ex-officio, voting member
of those committees as deemed necessary by the President.
Section 4: Secretary:
The Secretary shall attend all meetings of the
Board of Directors and shall record all true minutes of each meeting and
keep them in good order. Minutes of all meetings shall be available
for review by Association members with reasonable notice given for their
perusal. The Secretary shall also maintain membership roster with
the help of the membership Vice-President, and shall chair the Nominating
Committee which prepares the slate of nominees for the Annual Membership
Meeting. The Secretary shall write and mail all meeting notices and correspondence
from the board, and shall maintain all mailing lists. The secretary
shall be responsible for dissemination of the quarterly association newsletter
and general membership announcements. When possible, minutes or a
summary of Association Board meetings shall be included in any newsletter
sent to the general membership.
Section 5: Treasurer
The Treasurer shall have custody of all Association
funds and shall keep complete and accurate receipts and disbursement records,
as well as deposit all monies and other assets in the name of the Association,
using the services of a bank as designated by the Board of Directors.
The Treasurer shall provide all such records to the Association and shall
report the financial status of the Association to the Board of Directors
quarterly and to the membership at the Annual Meeting.
Each year prior to the Annual Meeting, the Treasurer
shall prepare an annual budget with the direction of the Board of Directors.
This budget shall include the annual dues figures for the following year
to be approved at the Annual Meeting. The Treasurer shall mail out
dues notices not later than November 1st for the following year.
A roster of members with paid up dues will be those members listed in the
annual directory and on the Association’s website.
Section 6: Regional Directors
Each regional director shall be responsible for
communications with the Association members in the representative’s designated
area. It is the responsibility of each Regional Director to disseminate
Association information to the designated Association members and to represent
their interests at meetings of the Board of Directors.
Specific job responsibilities shall be identified
in an Association document titled “Job Duties for a Regional Director.”
Article V - Committees
Section 1: Executive Committee
There shall be an Executive Committee which will
consist of the five officers of the Board of Directors as voting members
and which may include the immediate Past President as an ex-officio, non
–voting member. The Executive committee shall have, and exercise
in the intervals between meetings of the Board of Directors, all the powers
of the board which may lawfully be delegated in the management of the business
and affairs of the Association.
Three voting members of the Executive committee
shall constitute a quorum. It shall meet at the call of the President.
The Secretary of the Association, or in his/her absence, a secretary pro-tempored
chosen by the Executive Committee, shall keep a true record of all its
proceedings. Such records of these meetings shall always be received
and approved by the Board of Directors.
Section 2: Committee Appointments
& Minutes
The President of the Board shall appoint all committees,
except the Executive Committee, which is composed of the elected officers
and the Nominating Committee which is appointed by the Board of Directors.
Summary minutes of all committee meetings and work sessions shall be kept
for the record and filed with the Secretary within one (1) month of a given
committee meeting or work session.
Standing committees shall include one or more
directors and may include members of the Association who are not directors.
Section 3: Nominating Committee
The Secretary shall serve as the chairperson of
the Nominating Committee, which shall represent all geographical areas
in South Carolina. Two additional members of this committee shall
be selected from the Board of Directors each year. These members
should be selected at the prior Annual Meeting.
Article VI – Reports
Section 1: Fiscal Year
The fiscal year shall begin on the first
day of March and shall end on the last day of
February.
Section 2: Financial Report
A written Financial Report, based on the Treasurer’s
audited accounts, shall be presented to the membership at the Annual Meeting.
The indicated audit shall be conducted by three current directors prior
to the Annual Meeting.
Section 3: President’s Report
The president shall present an annual oral and
make available a written report to the membership reviewing the year ended
and make such forecast for the coming year as may seem reasonable.
Section 4: Annual Budget
A proposed annual budget shall be submitted to
the Board of Directors by the Treasurer at a meeting prior to the Annual
Meeting for action by the membership at the Annual Meeting. This
shall include proposed dues figures for the coming year.
Section 5: By-Laws Revision
Any proposed revision of the By-Laws shall also
be submitted to the Board of Directors by an ad hoc committee established
for this purpose sixty (60) days prior to the Annual Membership Meeting
for action by the members.
Section 6: Proposed Slate of Officers and
Directors
A proposed slate of officers and directors for
the coming year shall be presented by the Nominating Committee to the Board
of Directors sixty (60) days prior to the Annual Membership Meeting for
action by the members.
Article VII
Execution of Instruments
Section 1: Drafts, Checks and Orders
All drafts and checks shall be drawn on an Association
account by the Treasurer via an authorized Check Requisition Form signed
by the President prior to payment.
Section 2: Execution of Contracts
The President may execute any contract, conveyance
or other instrument on behalf of the Association with the prior approval
of the Board of Directors. Such approval may be in the form of an
approved budget item, a resolution voted approval at a membership meeting,
or other authority that lies within the provisions of these By-Laws
Section 3: Association Obligations and Loans
No one officer or agent of the Association
shall have the authority to obligate the
Association for more than $200 in excess of a
budget line item without prior approval of the Board of Directors.
No loans shall be made using Association funds
and no evidence of indebtedness shall be issued in its name unless authorized
by a vote of the membership as noted above. All obligations must
have approval of at least one director, one member of the board, and the
President.
Article VIII
By-Laws Amendments
Section 1: Amendment Process
These By-Laws may be amended or other By-Laws
adopted by the written approval of two-thirds of the members present at
the Annual Meeting, or by approval of two-thirds of the full membership
on a mail-in ballot at times other than the Annual Meeting.
Section 2: By-Laws
Committee
The 1st Vice-President will chair the ad-hoc By-Laws
Committee formed prior to the Annual Meeting each year. Written requests
for By-Laws revisions will be received by the Vice-President and the By-Laws
Committee who will consider revisions to be presented at the Annual Meeting.
Article IX
Distribution of Assets on Dissolution
No member, director or officer of the Association,
nor any private individual, shall be entitled to share in the distribution
of any of the assets of the Association upon dissolution of the Association.
Upon dissolution, all the remaining assets of
the Association shall be distributed by the Board of Directors for identical
uses and purposes to any other organization which would then qualify as
a similar non-profit hospitality association. Any such assets not
so disposed of, shall be disposed of by the Superior Court of the county
in which the principal office of the Association is then located to any
such organization which is operated as a non-profit hospitality association.
Article X
Idemnification of Directors and Officers
Each director or officer now or hereafter serving
the Association, and each person who at the request of or on behalf of
the Association is now serving or hereafter serves as trustee, director
or officer of any other association, whether for profit or not for profit,
shall be indemnified by the Association against expenses actually and necessarily
incurred by him/her in connection with the defense of any action, suit
or proceeding in which he/she is made a party by reason of being or having
been such director or officer.
Appendix A
These Appendices, SCBBA Full Membership Criteria
and Associate Membership Criteria are herein incorporated under the provisions
of these By-Laws.
Appendix B
Membership Application Procedure
1. Prospective members shall submit a written
application which includes:
a) A non-refundable application of twenty-five
dollars ($25.00) which shall be part of the Membership Dues submitted with
the application.
b) As appropriate and if requested, photocopies
of the B&B’s licenses and certificates.
c) Permission for an initial and annual evaluative
site visit, by virtue of submission of an application or renewal application,
for an SCBBA Site Visit Team.
d) Verification that B&B maintains appropriate
commercial insurance, including property and liability coverage, as lodging
property.
e) A photograph/s of B&B’s exterior (optional
interior photographs).
f) A line drawing/illustration of the B&B.
(optional).
g) Five (5) brochures and rate cards/sheets.
h) An up-to-date Data Form on file with the SCBBA.
2. On receipt of the application, the membership
chairperson shall advise the appointed Site Visit Team of the needed site
visit. This team shall, without delay, arrange a visit to the applicant’s
B&B. The inspection shall cover all standards for membership.
3. The application and report of findings from
the Site Visit Ream shall be reviewed and voted upon by the Board of Directors
with acceptance by a simple majority vote. The applicant shall be
notified of the findings of the site inspection and the result of the vote.
4. Membership Expired or Lapsed:
Memberships lapsed for one year or more will necessitate
reapplication and inspection, with all required fees payable at time of
application.
Articles I through III of this document prevail
upon acceptance of the application by the Association or its representatives.
5. Membership Transfer/Extension:
In order for a member Inn to be eligible for membership
transfer or extension in the event of sale of the property:
a) Property must closes in the first six months
of the SCBBA fiscal year. After that, new membership rules apply.
b) Member inn must notify Association President
and/or the Association Board of Directors of sale and closing date.
c) Association President or Board of Directors
will submit letter defining criteria and rules for transfer to be presented
to new owner at or shortly after the time of sale.
d) All dues paid by original owner shall be considered
payment for the fiscal year.
e) New owner must submit application and fees,
as appropriate, within 60 days of property closing, along with copies of
all applicable licenses, zoning, inspections, etc., as required of new
members.
f) During the application period, the new owner
will be considered a “pending member” with all such privileges and restrictions
entitled under that classification.
Appendix C
SCBBA Membership Renewal
Membership renewal will be via submission
of a renewal application, verification of appropriate
commercial insurance, including property and
liability coverage, as a lodging property, copies of new printed material
and revised Date information, if applicable, and membership dues.
An annual evaluative site visit with a report to the Board of Directors
for membership renewal approval will complete the renewal process.
Appendix D
The address and telephone number of the South
Carolina Bed & Breakfast Association is:
South Carolina Bed & Breakfast Association
PO Box 2020
Georgetown, SC 29442
Telephone 1-888-599-1234
URL: www.southcarolinabedandbreakfast.com
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