ARTICLE I
Name and Location
The name of this organization shall be the Weaverville Business Association. The principle place of business of this organization shall be in the County of Buncombe, State of North Carolina.
ARTICLE II
Formation
This organization shall be formed under the laws of the State of North Carolina as an association not for pecuniary profit. It shall have a membership fee or annual dues as described herein.
ARTICLE III
Purpose
The purpose of this association shall be to:
- To promote the sustainable growth of the Town of Weaverville while preserving its
small-town atmosphere.
- Promote better business practices and to promote the welfare of those engaged in
independent business in the Town of Weaverville and surrounding communities in the State of North
Carolina; and
- Acquire, preserve and disseminate information of educational, informational and
scientific value pertaining to all aspects of business; and
- Work for the development and progress of business in the Town of Weaverville and
surrounding communities and to work with individuals, organizations, and governmental agencies
toward the achievement of a stronger business community in the Town of Weaverville and
surrounding communities; and
- Act in liaison with other professional organizations and individuals and government
agencies for excellence in the field of business in the Town of Weaverville and surrounding
communities; and
- Foster constructive and progressive legislation relative to the business community in
the Town of Weaverville and surrounding communities; and
- Promote the civic pride in the Town of Weaverville and to channel this pride toward
the support of civic and charitable functions within the Town of Weaverville and surrounding
communities; and
- Preserve and promote the free enterprise system by assisting individuals, businesses,
associations, etc. in participating in the business community and our economic system in the Town
of Weaverville and surrounding communities; and
- Generally operate as a non-profit business organization for the benefit of the business
owner of the Town of Weaverville and surrounding communities.
ARTICLE IV
Membership
The association shall have the following classes of membership:
a) REGULAR MEMBERSHIP - Regular Members may be elected to this association
by a majority vote of the existing Regular Membership from for-profit businesses that are located
or doing business within the corporate limits or zoning district of the Town of Weaverville. Each Regular Member may designate one voting representative. All Regular Members shall hold equal voting rights.
b) AFFILIATE MEMBERSHIP - Upon the recommendation of the Board of Directors,
Affiliate Members may be elected to this association by a majority vote of the Regular Membership, from applicants who are supportive of the goals and purposes of this organization. Affiliate Members shall have no right to vote or hold office.
ARTICLE V
Directors
The leadership of this association shall be vested in a Board of Directors, elected by the
Regular Members of the association at the annual meeting.
The Board of Directors shall consist of the President, President-Elect, Treasurer, Secretary,
and two Directors to be elected from the Regular Members.
Any vacancy in the Board of Directors may be filled by a majority vote of the Regular
Members at a Special Meeting called for that purpose.
Those officers serving as Directors of the association shall serve staggered two-year terms,
holding office until their successor is duly elected and takes office. All other Officers shall be
elected to one-year terms. Officers and Directors are eligible to succeed themselves.
A Director need not be a resident of the Town of Weaverville or a surrounding community,
but s/he must be a representative of a Regular Member of the organization and agree to attend to
his/her duties as an Officer or Director. If an Officer or Director is unable to fulfill his/her duties, a
vacancy shall be declared by a majority vote of the remaining Directors.
At any regular or special meeting of the Board of Directors a quorum shall consist of at least
3/5 (60%) of the Directors.
Any action required or permitted to be taken by the Board of Directors or any Committee
thereof, may be taken without a meeting if all members of the Board or Committee consent in
writing to the adoption of a resolution authorizing the action. The resolution and the written consent
thereto by the members of the Board or Committee shall be filed with the minutes of the proceedings
of the Board or Committee. Members of the Board of Directors or any Committee thereof may
participate in a meeting of the Board or Committee by means of a conference telephone or
communications equipment allowing all persons participating in the meeting to hear each other at
the same time. Participation by such means shall constitute presence in person at a meeting.
The Board of Directors is responsible for providing leadership to the association. The Board
shall not obligate the association to sponsor any event, or undertake any indebtedness in the name
of the association, without an affirmative vote of the Regular Members at a duly called meeting of
the association.
ARTICLE VI
Officers
The Officers of the association shall be a President, President-Elect, Treasurer, and Secretary.
Each Officer will be elected from representatives of Regular Members at the annual meeting of the
association, and take office upon election. At least three months prior to the annual meeting, the
President will appoint a nominating committee who shall offer nominees at the annual meeting, but
other nominations may be made from the floor, provided the person nominated has consented to
serve. All Officers may be elected to succeed themselves.
The duties of the President shall be to preside at all meetings of the Board of Directors and
of the members of the organization, and he shall perform the duties usual and incident to such office.
He shall appoint such committees as may be necessary for the proper management of the affairs of
the association. He shall be an ex-officio member of all Committees and shall perform such other
duties and have such other powers as the Board of Directors may designate.
The President-Elect shall perform the duties and have the powers of the President during the
absence, disability, or death of the President. He shall also have the power to sign all contracts of the
association and shall perform such other duties and have such other powers as the Board of Directors
may designate. The President-Elect shall be the sole nominee for President the succeeding year, and
while serving as President-Elect shall prepare for service as President the following year.
The Treasurer shall have the custody of all the funds and securities of the association, and
deposit the same in the name of the association in such bank or banks as the Directors may elect. He
shall sign all checks, drafts, notes, and orders for the payment of money, and he shall pay out and
dispose of same under the direction of the Board of Directors. He shall at all reasonable times exhibit
books and accounts to the Board of Directors.
The Secretary shall issue notices for all Board and general membership meetings, keep
minutes of such meetings, have charge of the seal and the corporate books, sign with the President
such instruments as require such signature; and make such reports and perform such other duties as
are incident to this office or are properly required of him by the Board of Directors.
ARTICLE VII
Committees
The President shall appoint all standing and special committees of the organization as may
be established by the Board of Directors.
The Board shall serve the as a general committee for the organization and shall exercise all
Committee functions unless otherwise provided.
ARTICLE VIII
Meetings
Meetings of the general membership shall be held on a monthly basis at such times and
places as the Board of Directors may determine. Meetings of the Board of Directors shall be held at
such times and places as the Board of Directors may determine, but in no case less frequently than
quarterly. Written notice of the time and place of the holding of the annual meeting of the
organization will be mailed, faxed or e-mailed (as the member shall direct) to each member no less
than fifteen (15) days preceding the time for the meeting.
The annual meeting for election of officers and the transaction of such other business as may
properly come before an annual meeting shall be held at such time and place as the Board of
Directors may determine.
Special meetings of the Board of Directors or the membership of the organization, other than
the monthly meetings or annual meeting, may be called by the President or any three Directors or
Regular Members on fifteen days notice of any special meeting stating its purpose, time and place.
Any action to remove an officer, for the assessment of any special dues, or for the amendment of
these bylaws, may only be taken at such a called special meeting, or at the annual meeting, if the
notice of special or annual meeting provides notice that such action is to be considered.
At any regular or special meeting of the members of the organization, a quorum shall consist
of a majority of the votes of the members attending.
Each Regular Member of the organization shall be entitled to one vote at membership
meetings. All questions with respect to the authority of persons to vote or participate in meetings
shall be determined by the President or other presiding officer.
ARTICLE IX
Dues
For the first year of the association, dues shall be $50.00 for the initial six months, or any
part thereof, for Regular Membership, with a like $50.00 for the second six months, or any part
thereof. Dues for Affiliate Members shall be $25.00 for each six month period or part thereof. After
the first year, annual dues for membership in the organization shall be approved by majority vote of
the membership at the annual meeting. The Board of Directors shall establish a recommendation of
dues to be submitted to the members at the annual meeting. The Board of Directors may from time
to time recommend a special assessment over and above the annual dues, but any such assessment
must be approved by majority vote of the members in attendance at a duly called special meeting for
which the call of meeting provided notice of the recommended special assessment.
ARTICLE X
Indemnity
Any Officer or Director or Former Officer or Director or any person who may have served
at the request of the organization as an Officer or Director, whether for profit or not, shall be
indemnified by the organization against expenses actually and necessarily incurred by such person
or persons in connection with the defense of any action, suit or proceeding in which such person or
persons is made a party by reason of being or having been such Director or Officer, except in relation
to matters and proceeding in which it is alleged that such person acted in bad faith or is found liable
or guilty by reason of willful misconduct in the performance of duty, but with the exception of such
statutory limitations, the organization does hereby indemnify any such person for any expense
incurred in the defense of any action, suit or proceeding with regard to negligence or breach of duty
or any other matter arising out of the performance of their duty on behalf of the organization.
ARTICLE XI
Distribution of Assets Upon Dissolution
Upon dissolution of the organization, all assets of the organization shall become the property of the
Parks and Recreation section of the Public Works Department of the Town of Weaverville.
ARTICLE XII
Amendments
The Regular Membership of the association shall have the power to amend, change, alter, or
repeal, in whole or in part, and adopt new by-laws in lieu of all or any part thereof from time to time
as it may deem proper or as necessity may dictate, at any annual or special meeting of the
membership, provided, however, that the substance of the proposed amendment, change, alteration,
repeal, or new by-laws be incorporated in the call for the annual or special meeting.
PDF version of the WBA By-Laws
