ARTICLE I – NAME AND PURPOSE
- Section 1.01 Name: The name of the organization is the St. Louis Regional Employee Relocation Council (STLERC).
- Section 1.02 Purpose: The organization was formed to benefit its members by offering:
- a network of relocation specialists for the exchange of ideas and information about policies, practices, and new developments in the relocation industry,
- an educational forum via seminars and workshops on key aspects of employee relocation,
- an opportunity to promote a spirit of fellowship, cooperation, understanding, and mutual confidence among local members and their industry groups.
ARTICLE II. MEMBERSHIP
- Section 2.01 Categories of Membership: There shall be two categories of membership in the organization: Corporate membership and Service membership.
- 2.02. Eligibility:
- Corporate Membership in the organization shall be open to local corporations, subsidiaries and/or organizations regularly engaged in the relocation of their employees who have non-commercial interest in relocation and are interested in increasing their knowledge and education in relocation-related programs and issues.
- Service membership in the organization shall be open to organizations whose primary business activity is in any of the following fields:
- Real estate brokerage with established relocation department,
- Real estate appraising,
- Residential property management,
- Home building,
- Residential mortgage lending,
- Title Insurance,
- Shipment of household goods,
- Organizations that consult with corporations on relocation policy development and/or administration; site and/or facility analysis for purposes of office and plant locations; and executive employment/recruiting agencies
- Organizations providing any type of relocation service, directly or indirectly, to relocating employees and/or their employers.
- Corporate members may have unlimited members from their organization who are actively involved in the relocation process.
- Service members may have on designated member and one alternate member.
- Any individual who has obtained his or her Certified Relocation Professional designate (CRP) and maintains his or her certification is eligible for membership in the organization regardless of the number of members from their organization.
- Members and Guests are prohibited from directly soliciting business at any St. Louis Regional ERC Meeting or Function.
- Section 2.03 Admission to Membership: Applications for membership shall be made by email or online and forwarded to the Board of Directors. All applications shall be reviewed by the members of the Board of Directors for approval or rejection based on the applicant’s ability to meet the qualifications prescribed by these bylaws.
- Section 2.04 Membership Rights and Limitations: Decisions on full or limited participation shall be at the discretion of the Board of Directors as deemed in the best interest of the organization. Membership rights belong to the company and are not transferable.
- Section 2.05 Corporate and Service Member Representatives: When a corporation/organization makes application for membership, it shall provide the Board of Directors with:
- the names and addresses of individuals to be Member Representatives who are to receive communications,
- the name of the primary representative who will be the Designated Member Representative. The Designated Member Representative will be responsible for advising the Secretary of changes in Member Representatives and will have voting rights on behalf of his or her Member Representatives. All notices required or authorized by these Bylaws shall be sent to all Member Representatives.
- Section 2.06 Termination of Membership:
- Through resignation – any member may voluntarily terminate his or her membership by filing a written resignation with the Board of Directors. Resignation becomes effective immediately upon receipt. Any dues paid up to receipt of written resignation are non-refundable.
- Through ineligibility – any member who, after appropriate hearing, is determined by a majority vote of all Members of the Board of Directors to no longer meet the qualifications for membership shall be terminated as Member.
- For Cause – any member who engages in activities detrimental to the organization may be terminated as a Member after appropriate hearing and a majority vote of the Board of Directors.
- Upon termination of membership, for any reason, all rights, privileges, and other interests of such Members in the organization shall cease.
- Section 2.07 Transfer of Membership Representatives: All transfer of membership requests must be submitted to the Board of Directors for approval. Corporate paid membership may be transferred to another member of the organization providing the individual meets the eligibility requirements as outlined in Section 2.02 and all dues have been paid. In the event an individual rather than an organization paid dues, membership may remain with the individual. Proof of payment documenting where the payment originated must be submitted with request to the Board of Directors.
- Section 2.08 Membership Tenure: A membership is defined as a period from January 1 to December 31.
- Section 2.09 Honorary Membership: The Board of Directors, by a majority vote of its members, may elect as Honorary Members persons who are deemed outstanding in the relocation industry and an asset to the organization.
- Section 2.10 Voting Rights: Corporate and Service members in good standing shall be entitled to one vote per organization, such vote to be cast by the Designated Member Representative or a duly designated proxy as outlined in Section 2.05.
- Section 2.11 Dues: Annual membership dues are payable in January of each year. New members prior to July 1 shall pay full annual dues or one-half of dues after July 1.The amount of dues is intended to cover the cost of speakers, administration costs and other miscellaneous operating expenses of the Council. The amount of dues will be determined by the Board of Directors. Annual dues will be waived for all board members.
- Section 2.12 Guest/Guest Fees: Corporate or Service Members may bring prospective corporate representatives without limitation for the purpose of introduction to the organization.
- Corporate or Service Members will be allowed to bring two Service guest over a one-year period.
- A guest fee may be assessed per meeting as required.
ARTICLE III. MEETING OF MEMBERS
- Section 3.01 Regular Meetings: Meetings of the Members will be held 3-4 times per year at such times and places as determined by the Board of Directors. Meetings will generally be open to all Members. If unable to attend, a member may designate a substitute attendee.
- Section 3.02 Annual Meetings: An annual meeting of the Members shall be held during the first quarter of each year for the purpose of electing Board of Directors Members. This may be part of the regular meetings.
- Section 3.03 Notice of Meetings: Notice of meetings will be by email and/or weblast to all members in good standing.
ARTICLE IV. BOARD OF DIRECTORS
- Section 4.01 General Powers
- The general affairs of the St. Louis Regional ERC shall be managed by its Board of Directors.
- The Board of Directors will elect a President, Vice President, Secretary, and Treasurer by a majority vote of the Board Members. The duties of the President, Vice President, Secretary, and Treasurer shall be such of their titles indicate by general usage and as may be assigned to them by a majority vote of the Board of Directors.
- Section 4.02 Number and Tenure
- The Board of Directors shall consist of nine (9) members. The Board of Directors shall serve two-year terms and shall serve until their successors are elected at the Annual Meeting and assume office
- Terms will be staggered so that each year one-third of the Board of Directors members will be elected. The exact number and membership type of elected members will be determined by the Board of Directors at least sixty (60) days before the Annual meeting.
- Section 4.03 Eligibility and Qualifications: All Board of Directors Members must be employees of members in good standing. No corporation or organization may have more than one of its employees acting as a Board Member.
- Section 4.04 Nomination and Voting Procedures:
- Nominations for vacancies on the Board of Directors shall be made in writing to the designated Chairperson one month prior to the Annual Meeting. The designated Chairperson shall email the names of the prospective nominees to all Member Representatives at least two weeks prior to the Annual Meeting.
- The Designated Member Representative (as outlined in Article II, Section 2.10) will vote by ballot at the Annual Meeting. New Board of Directors will be announced by email and/or weblast once the results are tallied by the designated Chairperson. In the event of a tie, the Board of Directors shall elect the new Board member by majority vote.
- Section 4.05 Vacancies: In the event of a vacancy, through resignation or other reason, such vacancy shall be filled by a majority vote of the Board of Directors, who shall appoint a Board Member to serve until the next Annual Meeting of Members at which time a new member will be elected by the general membership.
ARTICLE V. COMMITTEES
- Section 5.01 Committees: In addition to the Board of Directors, additional committees may be selected by the Board of Directors as appropriate, such as a membership program or nominating committee. At least one member of the Board of Directors shall be appointed to each sub-committee. These committees will be on an as needed basis.
ARTICLE VI. RULES OF ORDER
- Section 6.01 Quorum: For a meeting of the Board of Directors, a quorum should be considered not less than four members.
- Section 6.02 Notice of Meeting: After notice of a meeting has been communicated to all members, a quorum shall be considered a majority of all members present and eligible to vote.
- Section 6.03 Rules of Order: Robert’s Rules of Order, latest edition, shall be reorganized as the authority governing the meetings in all instances wherein its provisions do not conflict with the Bylaws.
ARTICLE VII. AMENDMENTS: These Bylaws may be altered, amended or repealed at any regular or special meeting of the Council with the approval of two-thirds of the voting members present. The Designated Member Representative (as outlined in Article II, Section 2.10) shall define the voting member.
ARTICLE VIII. DISSOLUTION: The STLERC may only be dissolved by a majority vote of seventy-five percent (75%) of the voting Members present at a meeting specially called for this purpose.
ARTICLE IX. ACCOUNTING: The STLERC shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members and committees. All books and records of the STLERC may be inspected by any voting member for any proper purpose at any reasonable time and will be subject to audit once a year.
ARTICLE X. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
- Section 10.1 Contracts: The Board of Directors may authorize any Board Member or agent of the St. Louis Regional ERC to enter into any contract or execute and deliver any instrument in the name and on behalf of the St. Louis Regional ERC, and such authority may be general or confined to specific instances.
- Section 10.2 Checks, Drafts, Etc…: All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the St. Louis Regional ERC shall be assigned by such designated members or agents of the St. Louis Regional ERC and in such manner as shall from time to time be determined by resolution of the Board of Directors.
- Section 10.3 Deposits: All funds of the St. Louis Regional ERC shall be deposited from time to time to the credit of the St. Louis Regional ERC in such banks, trust companies, or other depositories as the Board of Directors may select.
- Section 10.4 Gifts: The Board of Directors may accept on behalf of the St. Louis Regional ERC any contribution, gift, bequest, or device for the general purposes or for any special purpose of the organization.
ARTICLE XI. WAIVER OF NOTICE: Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Missouri, or under the provisions of the Articles of Incorporation or the Bylaws of the St. Louis Regional ERC, a waiver thereof in writing signed by the person or persons entitled to such notices, whenever before or after the time stated therein, shall be deemed equivalent to the giving of such notice.