Business Referral Network Bylaws

Business Referral Network Bylaws (34 KB)

Tuesday Group

Article I - Name

This Palo Alto Chamber of Commerce Business Referral Network shall be known as BRN, Tuesday group.

Article II - Purpose

Section 1 - BRN is a collection of successful business people who are dedicated to delivering superior service or products to their customers and who believe in the value of effective networking.

Section 2 - The basic goal of BRN shall be to expand each member's business connections through the generation of "business referrals."

Section 3 - BRN shall not be used in any way for political or religious purposes nor shall it actively participate in the political candidacy of any person or cause.


Article III - Membership and Classification

Section 1 - Membership in BRN shall be of the active class only.

Section 2 -

a. The active membership of BRN shall consist of current Palo Alto Chamber of Commerce (“PACC”) members of good character and community standing. Each member shall have one vote.

b. The active membership of BRN shall be composed of members whose business categories are not in conflict with each other. A member may control only one business category. Each occupational endeavor is to be represented by one member and conflicts of interest are disallowed.

c. Prospective members shall submit an application to the Membership Chairperson or another member of the Membership Committee. After a favorable review has been made, the Membership Committee will make a recommendation to BRN for approval of the candidate's membership. A simple plurality of the BRN membership is required to approve an application. A one-time application fee of eighty-five dollars ($85.00) is to be submitted with the application. This fee is fully refundable in the event the application is not approved.

d. Only members may vote. Members may vote by proxy by submitting their vote in writing to an officer.

e. A member shall be required to pay a semi-annual membership fee to offset BRN costs and to maintain a prudent reserve. Semi-annual fees are determined by membership vote.

f. A member can hold only one membership category.

g. BRN requires exclusivity in leads groups. No individual who is a member of a similar group whose primary purpose is for leads/referral shall be eligible for membership in BRN. Different individuals working at the same company may belong to other similar groups.

h. Occasionally, a slight overlap of occupations will occur and conflicts of interest become apparent. In case of conflict, the applicant must write a letter outlining how he/she will represent his/her membership in BRN. If there is a potential conflict between an existing member in good standing and an applicant, and the member objects to the admission of the person seeking to join, admission shall be denied, subject to review by the Membership Committee.

i Membership categories shall be owned by individual members . If a member leaves BRN for any reason, rights to the membership category are retained by BRN.

j.. If an individual member changes the company or category that he/she represents, the change shall be announced to the Officers. The Membership Committee shall recommend the change in membership for a group vote (either up or down to approve or disapprove the member’s new company or category.

k. Referrals will be handled in the following manner:

a. Referrals are not required per se, but members are reminded that this is the very purpose of this group.

b. To the extent possible, members give one name to someone seeking a referral and that name is a BRN member.

c. When a member must give multiple names, that member should give the BRN name first.

d. Members actively seek referrals and business for other members. Members believe that giving first is a good philosophy. Members commit to being proactive in seeking referrals for fellow BRN members.

Section 3 - The Executive Board shall be the officers and the membership committee of BRN. Should an individual be both an officer and a membership committee member, that individual will have a single vote.

Section 4 - Any Member may resign from BRN, provided that all his or her debts to BRN have been paid. The resignation shall be submitted in writing to the Officers and announced during the next BRN meeting. At that time, the membership category will be officially opened. Membership dues and fees are non-refundable.

Section 5 - Members are required to abide by the following "BRN Membership Conduct":

• A commitment of loyalty to BRN. BRN members are prohibited from being in other leads/referral organizations.

• Maintain a high degree of professionalism.

• Attendance at every meeting. Three absences in three months subject a membership to forfeiture. Members may have substitutes attend meetings in lieu of the member’s being judged absent; use of substitutes may not exceed one substitute per three months. A member arriving after the commencement of the 60-second pitches by members already present or leaving before the completion of member 10-minute presentations (but no later than 8:30AM) will be marked absent.

The Board reserves the right to approve a leave of absence for a member in good standing if illness or other personal emergency requires that member to be absent more than the allowed number of meetings per quarter according to the Bylaws.

• Arrive at all meetings promptly. Mute all pagers and phones.

• Solicit new members. Each member is responsible for bringing guests to meetings and for encouraging guests to become members.

• Pass business referrals at each meeting in accordance with Article III, Section 2.l. Members are expected to seek out referrals for fellow members.

• Attend and participate in activities sponsored by BRN.

• Give professional presentations about business when scheduled to do so.

• Participate in enhancing the BRN’s purpose and activities.

• Conflict resolution: Should a conflict arise between members, it is the responsibility of those members to resolve.

• Pay membership dues and any other charges promptly to the Treasurer.

Article IV – Termination of Membership

Section 1 - Any member being in arrears in payment of dues and/or financial obligations, per Article IX, Section 1, shall stand suspended and shall be notified forthwith in writing or via email by the Treasurer of BRN. Such member, upon payment of arrears, within ten (10) days of the date of aforesaid notice, and upon requesting reinstatement to the Membership Committee, may be reinstated. Failing that, the member shall be dropped from the membership and shall be so notified forthwith in writing or via email by the Treasurer.

Section 2 - The Membership Committee shall review the individual active membership of BRN based on the following criteria: Regular attendance at BRN meetings, which is vital to the successful functioning of BRN; individual membership participation in BRN activities; quality of services rendered and referrals passed.

Section 3 - Suspension or Expulsion. The Executive Board is authorized, as herein provided, to suspend from membership for a period of not more than one (1) year, or expel from membership any member of BRN for good cause.

Section 4 - "Good Cause," as used in this Section means:

a. Any conduct that brings BRN into public disrepute or violates the purpose for which BRN is formed.

b. Any willful failure or refusal to abide by these Bylaws or Rules of BRN.

c. Any willful failure or refusal to pay any assessments levied pursuant to the provisions of these Bylaws.

d. Any willful failure or refusal to abide by the Code of Ethics and the Commitment in Article IV, Section 1.

e. Conviction of any felony or any crime involving moral turpitude.

f. The filing of any voluntary or involuntary petition in bankruptcy or making any assignment for the benefit of creditors, or the doing or performing of any act constituting bankruptcy or insolvency, if such action, petition, or situation is not cleared up and released within thirty (30) days.

g. Any conduct that causes any member to come into public dispute.

h. Any conduct unbecoming of a professional person, or which causes severe embarrassment, either personally or in the business community, to any other member.

i. Any conduct that is deemed to be a serious breach of the BRN’s code of ethics rendering a member’s continued presence as a member of BRN disruptive or detrimental to the other members of BRN.

j. Evidence from a third party affirmed complaint made by one member against another.

Section 5 – No dues or fees paid, whether in full or pro-rated, will be granted to departing members, regardless of the reason for separation.

Article V - Officers

Section 1 - The officers of BRN shall be a President, Vice-President, Secretary and Treasurer (or Secretary/Treasurer) who shall be elected for terms of six months. Officers may hold an office for not more than two consecutive terms or until their successors are duly elected or appointed as provided by these Bylaws. In the event that any office becomes vacant for any reason whatsoever, the vacancy shall be filled forthwith by the Officers.



Section 2 - The President shall serve as the executive officer of BRN, preside at all meetings of the general membership, be an ex-officio member of all committees, exercise general supervision over affairs of BRN, perform such other duties as are ordinarily incumbent upon a President and report to the Officers.

Section 3 - The Vice-President shall record attendance and provide notice to members following their second and subsequent absences in each three-month period, record and report referral exchanges and values of resulting “closed business,” perform such duties that are ordinarily incumbent upon the Vice-President and such other duties as may be assigned by the Presidents or the Officers. The Vice-President shall be the de facto chair of the Membership Committee and shall appoint a nominating committee in May and November to provide a slate of proposed officers to the Board. Officers terms are January – June and July – December.

Section 4 - The Secretary will develop and administer the speaker rotation schedule. The Secretary will keep and maintain the minutes of BRN business meetings specifically documenting key decisions and shall conduct all correspondence as may be required by the President or Officers and shall generally perform such duties that are ordinarily incumbent upon a Secretary.

Section 5 – The Treasurer shall collect and account for all sources and distributions of BRN funds. The treasurer shall request a semi-annual financial statement from the Palo Alto Chamber of Commerce to present to BRN membership and pass to new treasurer.


Article VI - Election Procedure

Section 1 - The election of officers shall be held every six months, in December and June of each year (terms begin in January and July). In the event that any office becomes vacant for any reason, the Officers shall appoint a member to fill this vacancy.

Section 2 - Members voting by proxy shall submit their vote in writing to an officer.

Section 3 - In the case of a vacancy in the office of President, the Vice-President shall succeed to the office.

Section 4 - Only members in good standing shall be eligible to hold office or vote.


Article VII - Meetings

Section 1 – BRN shall hold a weekly meeting on such day and place as shall be determined by the Membership. See Article XI Section 6. A nonmember may be invited to speak if such would benefit the members of BRN and the board approves. Problems or complaints will not be aired at the regular meeting but will be referred to the President. All regular BRN meetings, except for special events, shall be held within the territorial limits of BRN. The regular weekly meetings shall not exceed 1 hour in length, subject to the approval of the members.


Article VIII - BRN

Section 1 - BRN shall provide its literature, brochures, notebooks, and badges for new members.

Section 2 - Any advertising program or publication for public display must be submitted to BRN for approval.

Section 3 - BRN fees shall be recommended by the Board and approved by the membership.

Section 4 - Definitions

a. A qualified business referral is defined as a prospective buyer with whom the referrer has had a discussion of the member's product or service and the prospective buyer is expecting to hear from the member.

b. A lead is the name, telephone number and other information which may be a business source.
c. Actions that preclude a member’s ability to contact the prospect is neither a lead nor a referral.


Article IX - Revenue

Section 1 - Each new member of BRN shall submit the application fee of eighty five dollars ($85.00) and successfully complete the application process. They shall further agree to pay the membership dues. All membership dues must be paid by the member or member’s company, not a third party.

Section 2 – The waiving of membership dues requires a plurality vote of the membership.

Section 3 - A member shall be regarded as in good standing if he or she is not more than ten (10) days in arrears in payment of any indebtedness.

Section 4 – Amount for periodic dues shall be recommended by the Board and approved by the membership.

Article X – Expenses

Section 1 – The Executive Committee may approve recurring operating expenses such as weekly BRN meeting refreshments, business card holder books, forms, membership lists, $5 coffee gift cards, website hosting, domain & maintenance costs.

Section 2 – Non-recurring expenses such as brochures and events require pre-approval by a majority of the membership present at time of vote.

Section 3 - Non-reimburseable expenses shall include travel, meals and entertainment.



Article XI - Committees & Coordinators

Section 1 - The Officers shall appoint the committee chairmen and members who shall serve for six months terms. No committee member may hold a position and serve for more than two consecutive terms.

Section 2 - The Membership Committee shall use established BRN membership categories for classification of new members, to the extent possible or appropriate. Each member is entitled to one category. Conflicts of interest are prohibited.

Section 3 - The Membership Committee, with the Vice President as de facto chair when necessary to break ties, shall settle complaints regarding member category conflicts or membership validity.

Section 4. The Education Coordinator(s) is (are) responsible for advising methods for enhancing the group’s referral quantity and quality.

Section 5. The Marketing Coordinator is responsible for promoting the group and developing programs to entice general meeting visitors, including the www.pabn.com website.

Section 6 - The Marketing Coordinator with the Membership Committee shall promote BRN activities, such as socials, meetings, speakers, membership, etc.


Article XII - Miscellaneous

Section 1 - Any person who is proposed and accepted for membership in BRN shall be deemed to have accepted these Bylaws and subsequent changes.


Article XIII - Not-For-Profit Organization

Section 1 - BRN shall operate as a not-for-profit organization for personal improvement and other similar non-profit purposes. Any income received shall be applied only to the non-profit purposes of the organization and no part of the income shall inure to the benefit of any officer or member.


Article XIV- Amendments

Section 1 - Any amendment of these Bylaws in conformity with the Bylaws may be adopted by two-thirds (2/3) vote of the active members present at any meeting of BRN, provided written or email notice of the proposed amendment shall have been given the members at least two (2) weeks prior to the meeting in this respect. The Bylaws may be posted on the BRN website at www.pabrn.com/bylaws.