BY-LAWS
CALIFORNIA ASSOCIATION OF BUSINESS BROKERS
PRELUDE
The California Association of Business Brokers, hereinafter called “The Association,” authorizes the establishment of chapters as set forth in the By-Laws of the Association and these Chapter By-Laws.
ARTICLE I - OFFICES
Section 1.01. The principal office of the Association will be located in the San Francisco Bay area of the State of California.
ARTICLE II - PURPOSE
Section 2.01. The purposes of the Association/Chapter are:
a. To unite those engaged in the sale of Business Opportunities for the purpose of developing the highest standards of professionalism among its members.
b. To elevate, maintain and improve the educational standards of the Business Brokerage industry, and the membership of the Association.
c. To better serve the public by creating a broader and more active market for business sales.
d. To better educate the selling public about the use of Business Brokerages to sell their businesses.
e. To serve as a forum for those who, by virtue of their unique experience and knowledge, enhance the ethical and professional standards of the Association and offer a special benefit to the business opportunity market.
f. To encourage members to adhere to a code of ethics set forth by this Association, so that professionalism in the industry can be maintained.
g. To serve as an arbitrator for disputes among members.
ARTICLE III - MEMBERS
Classes of Membership and Rights
Section 3.01. The Association/Chapter shall have three classes of members as follows: (1) Regular Members; (2) Provisional Members and (3) Associate Members.
Members have the right to vote on any matter authorized by the By-Laws. In all other respects, the rights, interest and privileges of each member, regardless of their classification in the Association are equal. No member shall hold more than one membership.
Section 3.02 Qualifications of Membership
- Any licensed person actively engaged in the sale of businesses in California accepted to membership before July 1, 2006 shall be considered a regular member.
- Any licenses person accepted to membership after July 1, 2006 shall be considered a provisional member. A provisional member must successfully complete the course, “Introduction to California Business Brokerage” within nine months of applying for membership. Failure to successfully complete this course will result in loss of all membership privileges until such time as the course is successfully completed. (An exception shall be made for those applying for membership who have already obtained the CBI designation from IBBA.)
- Any person actively engaged in providing services to members or their clients may be admitted to membership as an associate member
Section 3.03. Admission
a. Regular, provisional and associate member applicants must have approval of two-thirds of the Board of Directors to gain membership status.
b. Application for membership shall be made in writing on a form prescribed by the Board of Directors. The applicant shall be given a copy of the Association By-Laws, Code of Ethics and Rules and Regulations.
c. An applicant for membership shall supply satisfactory evidence to the Board of Directors that they have established a favorable reputation in the community, and that they conduct themselves and their business in compliance with the law and in a reputable manner. The applicant also must supply satisfactory evidence of his expertise in the field of business opportunity sales and may be required to successfully complete a CABB approved course designed to test knowledge of the general laws and procedures involved in the business opportunity field as well as the Association’s Code of Ethics and Rules and Regulations.
d. Applicants meeting membership requirements shall be admitted as members or associate members on the payment of their dues (as herein specified) and approval of 2/3 of the Board of Directors at any duly held meeting of the Board.
e. Applicants who are rejected for membership must wait one year from date of rejection to reapply for membership. This rule may be waived by a 2/3 vote of the Board.
Section 3.04. Fees, dues and assessments
a. No fee shall be charged for making application
b. Initiation fees shall be determined from time to time by the Board of Directors. The initiation fee shall be submitted at time of application and will be refunded in full if applicant is not accepted to membership.
c. Annual dues shall be determined from time to time by the Board of Directors.
d. Annual dues shall be payable in full no later than March 31st of the year in which the fees are due.
Section 3.05. Certificates
The Board of Directors may authorize the conferring of certificates, badges or plaques upon members of the Association to acknowledge membership.
Section 3.06. Number of members
There shall be no limit on the number of members the Association shall admit.
Section 3.07. Membership Roster
The Association shall keep a roster book containing the name and addresses of all members. Termination of membership shall be recorded in the roster book together with the date of termination and the reason terminated. This roster shall be kept at the Association headquarters for inspection by any member in good standing.
Section 3.08. Non-Liability of Members
No members shall be personally liable for the debts, liabilities or obligations of the Association.
Section 3.09. Termination and Reinstatement of Membership.
a. The membership of any member who fails to pay their dues when they become due and within 30 days thereafter shall automatically terminate at the end of such thirty-day period.
b. Members who willfully violate the Code of Ethics or Rules and Regulations of this Association shall have their membership terminated by a 2/3 vote of the Board of Directors.
c. All rights of membership shall cease at termination.
d. Any member whose membership has been terminated may be reinstated by the Board of Directors as they deem appropriate by a 2/3 vote.
Section 3.10. Suspension and Expulsion
a. Any member of this Association may be censured or suspended for a period not to exceed 60 days, or expelled from this Association for good cause, provided they are given notice of the proceedings against them and opportunity to be heard in their own defense at a hearing before the Board of Directors. Each Director shall have one vote and a 2/3 vote with a quorum present shall determine membership status.
b. Initiation of Suspension may be made by petition of at least 20% of the membership to the Association Secretary. Within 30 days the member must be notified of a hearing on their behalf at the next regularly scheduled meeting of the Board of Directors. Notification shall be in person or by mail. A quorum of the Board of Directors must be present or a special meeting must be called when a quorum will be present. Should a quorum not be present at the 2nd meeting called the matter shall be dismissed.
c. Notice of meeting shall be given to all Directors at least 30 days in advance of hearing.
d. The hearing shall be informal in nature and shall be presided over by the Board Chairman or designated Vice Chairman in the Chairman’s absence. The Chair shall:
1. Read the charges against the member.
2. Require that the charges be verified by testimony.
3. Hear any other witnesses against the member.
4. Allow member to defend their actions
5. Allow Directors to examine testimony prior to their decision.
e. If there is not a 2/3 majority vote in favor of suspension, the matter shall be dropped.
f. An expelled or suspended member shall not be granted reinstatement until restitution is made (if called for in the decision of the Board) or one year has passed and membership is again requested by the subject member.
g. “Good cause” for suspension or expulsion shall be described as follows:
1. Failure to abide by the By-Laws and Code of Ethics of this Association.
2. Demonstrated incompetence in the field of Business Opportunity sales
thereby reflecting on the competence of the Association members.
3. Violation of the Real Estate Law of the State of California with their license revoked or suspended by the Department of Real Estate.
ARTICLE IV - MEETING OF MEMBERS
Section 4.01. Place-Association meetings shall be held at a designated place in the San Francisco Bay area six times annually.
Section 4.02. Special meetings - Special meetings shall be held from time to time at the discretion of the Board of Directors.
Section 4.03. Notice - Printed notice of any meetings shall be mailed to each member at least 7 days prior to that meeting.
Section 4.04. Voting
- Each Regular member is entitled to one vote on each matter submitted to a vote of the members by the Board of Directors. Voting shall be by voice vote except as otherwise provided in these By-Laws. Election of Directors shall be by printed ballot
- Voting by mail or electronic media is permissible by approval of the Board of Directors.
c. Single votes may not be fractionalized.
d. All issues requiring a vote shall be made by the general membership except where the Board of Directors by 2/3 majority approve said issue to be approved by the Board of Directors.
Section 4.05. Conduct of meeting - Membership meetings shall be presided over by the Chairperson or Vice Chairperson, or in their absence by a temporary Chair designate elected by the membership present.
ARTICLE V - DIRECTORS
Section 5.01. Number - the Board shall have twelve members and shall be collectively known as the Board of Directors. It shall be comprised of the immediate past Chairperson, the current Chairperson, Vice-Chairperson, Secretary, Treasurer and seven members at large.
Section 5.02. Powers - The Board shall exercise the powers of the Association, control its property, and conduct its business affairs.
Section 5.03. Duties -
a. Directors shall perform any and all duties imposed on them collectively or individually by law or by these By-Laws.
b. They shall appoint and remove, employ and discharge and except as otherwise provided in these By-Laws, prescribe the duties and fix the compensation, if any , of all officers, agents, and employees of the Association.
c. They shall supervise all officers, agents, and employees of the Association to assure that their duties are properly performed.
d. They shall meet at such times and places as required by these By-Laws.
e. They shall register their addresses with the Secretary of the Association, and notices of meetings mailed to them at those addresses shall be valid notices.
Section 5.04. Qualifications - Any regular member of the Association, current with his or her dues is qualified to be elected as a Director or Officer as provided by these By-Laws. Associate members may act as advisory directors at the discretion of the Board from time to time as they deem appropriate.
Section 5.05. Terms of Office - Each Officer and Director shall hold office for one year after election at the Annual Meeting of the members and until his successor is elected and qualifies for the period of January 1st to December 31st.
Section 5.06. Nomination - Prior to September 1st of each year, a nominating committee of not less than 4 members shall be appointed by the Chairperson. Members of this committee shall not be eligible for nomination, unless nominated on the floor at the annual meeting. Committee selections shall be published and communicated to the members at least 30 days prior to the ballot being mailed to each regular member.
Section 5.07. Election - Officers and Directors shall be elected in such a manner as defined in 4.03 and as long as they meet the qualifications required by 5.04. They shall be eligible for re-election without limitation. The highest number of votes shall determine election to the office. Mailed -in ballots must be received prior to deadline for voting.
Section 5.08. Compensation - Officers and Directors may receive reimbursement for out of pocket expenses when spent for actual and necessary expenses connected with their duties as Officers and Directors.
Section 5.09. Meetings -
a. Meetings shall be held at a place designated by the Board.
b. At least 6 meetings shall be held each year.
c. Special meetings may be called at the discretion of the board.
d. Notice by mail or electronic media shall be given to all members at least 7 days prior to the meeting.
e. Meetings may be held through telephone conferencing.
f. Meetings shall be presided over by the Chairperson or Vice Chairperson if the Chairperson is absent, and minutes shall be taken by the Secretary or Secretary designate.
g. Six Directors shall constitute a quorum.
Section 5.10. Majority Action - Every majority action or decision made by the Board where a quorum is present shall stand.
Section 5.11. Written Consent - Any action may be taken without a meeting, if all members of the Board of Directors consent to the action in writing. Such action shall be filed with the minutes and shall have the same force and effect of a unanimous vote.
Section 5.12. Removal of Directors - Any individual Director or the entire Board of Directors may be removed by a vote of 2/3 of the then paid up membership. New Directors shall be elected by the membership and shall hold office for the remainder of the term or terms of the removed Directors.
Section 5.13. Filling Vacancies - Vacancies caused by death, resignation, or disability shall be filled by appointment of the remaining Directors by a 2/3 vote.
Section 5.14. Vacancy terms - Appointed Officers or Directors shall fill the unexpired term of the Director replaced.
ARTICLE VI - OFFICERS
Section 6.01. Titles and Numbers - There shall be four officers of the Association and they shall be the Chairperson, Vice Chairperson, Secretary and Treasurer.
Section 6.02. Qualification - Any paid up Regular member is qualified to become an officer or Director of the Association. Officers shall be elected annually at the December meeting and shall hold office from January 1st to December 31st unless they resign, are removed or are otherwise disqualified to serve.
Section 6.03. Removal and Resignation - Section 5.12 refers to removal of Officers and Directors. Any officer may resign by giving written notice to the other Directors. The resignation shall take effect on the date noted in the resignation and the remaining Directors shall fill the vacancy as specified by section 5.13.
Section 6.04. Vacancies - See section 5.13.
Section 6.05. Chairperson Duties - The Chairperson shall be the chief executive officer of the Association and shall supervise and control the affairs of the Association. The Chairperson shall perform all duties incident to the office and such other duties as may be required by law or these By-Laws or which may be prescribed by the Board of Directors. The Chairperson shall preside at all meetings, execute all deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board. The Chairperson shall also be an ex-officio member of all standing committees of the Board.
Section 6.06. Vice Chairperson Duties - The Vice Chairperson shall in the absence or inability of the Chairperson to act, perform all the necessary duties of the Chairperson. These duties will cease on the return of the Chairperson. The Vice Chairperson may also be assigned other duties as the Board sees fit to assign.
Section 6.07. Secretary Duties -
a. Certify and keep the original copy of these By-Laws as amended or altered to date.
b. Keep minutes of all meetings recording the time and place of holding, whether regular or special, how notice was given, attendees and all pertinent meeting results.
c. See that proper notice is given to membership according to these By-Laws.
d. Keep an up to date membership book containing the name and address of each member plus pertinent membership information concerning any suspension or termination.
e. Exhibit all minutes, rosters or other forms to any Officer, Director or voting member, or their approved agent or attorney on demand.
f. Perform other duties as directed by the Chairperson or the Board of Directors that are incident to the position of Secretary to the Board.
Section 6.08. Treasurer Duties -
a. Receives and gives receipt for all monies due the Association.
b. Has charge and custody of all deposited funds and securities deposited in the name of the Association in banks or trust companies.
c. Disburses funds as directed by the Board of Directors, taking proper vouchers for such disbursements.
d. Keeps and maintains adequate and correct accounts of the Associations’ properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
e. Exhibits all records to Officers, Directors, Voting members or other agents or attorneys upon demand for a reasonable purpose relating to the interests of such member.
f. Renders reports to the Chairperson and Directors whenever requested, an accounting of all transactions made to date.
g. Prepares or causes to prepare Association financial statements annually at the annual meeting.
h. Gives a bond for the faithful discharge of duties if requested by the Board of Directors.
i. Performs other duties as requested by the Board of Directors incident to the office of Treasurer.
Section 6.09. Compensation - Any salary due Directors shall be set by the Board of Directors by a 2/3 vote and approved by a majority of the members at the annual meeting. Expense reimbursement is covered in section 5.08.
SECTION VII - COMMITTEES
Section 7.01. The Association Board of Directors, by a majority vote of its members, may create any committee deemed necessary or convenient to serve the purposes of the Association on such terms and conditions as from time to time the Board may require. The Chairperson shall appoint the chairperson and members of the committee. By a majority vote, the Board may modify or revoke any of the authority so delegated. The committee shall establish a time and place for its meetings with reasonable notice to all members, and no act of a committee shall be valid unless approved by the majority of its members. Each committee shall keep minutes of its meetings and submit the minutes to the Board Secretary.
Section 7.02. Chairperson of the Board shall have the right to attend all committee meetings.
Section 7.03. Committee Chairpersons and members shall serve terms set by the Association Board and may be extended if the Board sees fit to do so. Annually all committees and members shall be reviewed for reappointment.
Section 7.04. Vacancies on committees shall be filled by the Board of Directors for the unexpired term.
Section 7.05. A majority of committee members shall constitute a quorum.
Section 7.06. Each committee shall adopt its own rules for procedure as long as they are consistent with the law and do not violate these By-Laws or rules and regulations set by the Board of Directors.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
Section 8.01. The Board of Directors, except as otherwise provided in these By-Laws, may by resolution authorize any officer or agent of the Association 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. Unless so authorized, no officer, agent, or employees shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable peculiarly for any purpose or in any amount.
Section 8.02. All notes, drafts, promissory notes, orders for payment of money, and checks shall be signed by the Treasurer and co-signed by the Chairperson.
Section 8.03. The Board of Directors shall authorize the depositories that will be used for the Association assets.
Section 8.04. The Board of Directors may accept on behalf of the Association any gift, bequest or device for the general or specific purpose requested by the donor.
ARTICLE IX - ASSOCIATION RECORDS
Section 9.01. A book of minutes shall be kept at the principal office of the Association. This book shall contain the minutes of all regular and special meetings plus all committee meeting minutes. The minutes shall have all the information requested in 6.07.b of these By-Laws.
Section 9.02. The Association shall keep and maintain adequate and correct accounts of it s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements gains and losses.
Section 9.03. The Board shall cause to be prepared and made available an annual report in writing for the information of all members. It shall summarize the years activities and projections for the coming year.
ARTICLE X - FISCAL YEAR
Section 10.01. The fiscal year of the Association shall begin on January 1st and end on December 31st of each year.
ARTICLE XI - EFFECTIVE DATE AND AMENDMENTS
Section 11.01. These By-Laws shall become effective upon their adoption. Amendments to these By-Laws shall become effective immediately on their adoption unless the Board of Directors or members, in adopting them as hereinafter provided, provide that they are to become effective at a later date.
Section 11.02. Subject to any provisions of law applicable to amendment of By-Laws of nonprofit corporations, these By-Laws or any of them, may be altered, amended, or repealed and new By-Laws adopted as follows:
a. By the Board of Directors subject to the power of the members to change or repeal them, by the vote of a majority of Directors present at any special or regular meeting of majority of the members entitled to vote, or the vote of the majority of a quorum at a meeting duly called and noticed for the purpose.
Section 11.03. Any changes or amendments approved in section 11.02.b, must then be approved by a majority vote of the Board of Directors.
Section 11.04. The original or a copy of the By-Laws as amended or otherwise altered to date, certified by the Secretary of the Board shall be recorded and kept in a book which shall be kept in the principal office of the Association, and such book shall be open to inspection by the members at all reasonable times during office hours.
ARTICLE XII- PROFESSIONAL STANDARDS & ARBITRATION PROCEDURE
Section 12.01. Among the duties of membership are the following:
a. To abide by the Code of Ethics adopted herewith and attached to these By-Laws.
b. To abide by the By-Laws and rules and regulations of this Association as herein promulgated.
c. To submit to arbitration all controversies in conformance with the standard procedures of the American Arbitration Association.
ARTICLE XIII- CODE OF ETHICS
Section 13.01. The Code of Ethics adopted by the membership of the Association is attached hereto: See attached code.
Approved and Adopted this 14th Day of November 1986 by the Board of Directors and their duly elected officers.
_________________________________ ___________________________________
Chairperson Member at Large
_________________________________ ___________________________________
Vice Chairperson Member at Large
_________________________________ ___________________________________
Secretary Member at Large
_________________________________ ___________________________________
Treasurer Member at Large
AMENDMENT TO BY-LAWS
CALIFORNIA ASSOCIATION OF BUSINESS BROKERS
The following amendment to the By-Laws was passed at the Board of Directors Meeting of March 7, 1989, and presented to the membership at the General Membership Meeting of March 14, 1989:
ARTICLE XIV - USE OF ASSOCIATION LOGO BY MEMBERS AND FIRMS
Section 14.01. Members and the firms with which they are affiliated may use the Association logotype only as follows:
a. Any member of the California Association of Business Brokers may display the Association’s logo on business cards. Upon termination of membership, the member must immediately terminate use of the logo.
b. A brokerage firm may display the logo on its letterhead, advertisements, brochures, and other marketing materials only if
1. Over 50% of its sales personnel are actively engaged in full-time business opportunities brokerage, and
- All its sales personnel who are engaged in business opportunities
brokerage are members of the Association.
c. Any firm which has at least one Association member may use Association-designed business forms displaying the logo.
Michael Mogin
Secretary
AMENDMENT TO BY-LAWSCALIFORNIA ASSOCIATION OF BUSINESS BROKERS
The attached, revised Association By-Laws was passed at the Board of Directors Meeting of January 26th, 2000 and presented to the membership at the General Membership Meeting of January 26th, 2000.
The primary Articles affected were:
ARTICLE I - OFFICES
Section 1.01. The principal office of the Association or Association Headquarters will be located in the San Francisco Bay area of the State of California. ANYTHING TO THE CONTRARY NOTWITHSTANDING, any change in the location of the principal office may only be changed by an 80% majority vote of the Regular membership.
Section 11.02. Subject to any provisions of law applicable to amendment of By-Laws of
Non-profit corporations, these By-Laws or any of them, may be altered, amended, or
repealed and new By-Laws adopted as follows:
- By the Board of Directors subject to the power of the members to change or
repeal them, by the vote of a majority of Directors present at any special or regular meeting of majority of the members entitled to vote, or the vote of the majority of a quorum at a meeting duly called and noticed for the purpose.
b. The only exception to 11.02.a., shall be the designated location of the
Association Headquarters which may be amended only by an 80% majority vote of the general membership.
© 2008 California Association of Business Brokers 