South Carolina Bed and Breakfast Association * By-Laws

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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

-end-
 

 

©2006 South Carolina Bed & Breakfast Association
PMB 307, 10120 Two Notch Road Suite 2
Columbia, South Carolina 29223
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