Bylaws

Bylaws

Referral Tree and Tucson Business Club Bylaws

Created June 2nd, 2010 (Last modified May 18, 2015)

Goal

The goal of Referral Tree and Tucson Business Club (collectively referred to herein as “TBC”) is to provide a well structured networking system that provides various forms of value to its members.  The value is measured from the members perspective and can in the form of direct referrals, speaking engagements, best business practices, better speaking skills, mastermind sessions, strategic introductions, radio or TV interviews, friendships etc.

ARTICLE I:  Description of Business

TBC operates from the address: 6893 N Oracle RD Suite #111.  Tucson AZ  85704

ARTICLE II: OBJECTIVES

The objectives of TBC are to:

Create a comprehensive network of professionals, service providers, and business owners (hereafter collectively referred to as “professionals”) who consistently provide exceptional customer service.  They make up the membership of the TBC;

Create an expansive network of professionals who are actively engaged in creating mutually beneficial business relationships, and that share a common vision to help each other grow their business.

Provide a platform for the advertisement and marketing of the goods, and or services offered by its members;

Provide an innovative and structured meeting framework designed to educate the members regarding general business practices and referring practices in order to ensure the quality and prosperity of the membership as a whole.

ARTICLE III: MEMBERSHIP Rules, PERFORMANCE and Expectations

All members agree to:

Provide exceptional customer service, striving to exceed their client’s expectations every time.

Keep all discussions, referrals or other content shared or discussed between members or at meetings confidential.  If expressed permission is given by all parties involved, a member may then discuss that content with others.  

Be conscious of other members’ time.  In the event a member requests a private meeting outside of chapter meetings it should be done with the intent of providing a benefit/business/introduction to the member being invited to meet.  In no case, shall a member invite another member to meet for the sole purpose to sell their products or services to the other member.   Intent of the meeting should be to discuss how a mutually beneficial relationship might be formed.

Conduct themselves in an honest and ethical manner at all times when dealing with members and clients.

Never publically slander or defame the name or reputation of the TBC, or any of its members.

Join and actively support a TBC chapter once they are established.

Never recruit or hire employees of an existing member from within their chapter or other chapters of the TBC.

Promote and provide only the service they represent as a member of their Chapter within TBC. If a member provides multiple services as defined by TBC, that member may not solicit any client referred by the network for those services that the member does not represent within the network.  The member should refer that business to the appropriate member in the network that does represent those services.  If no other member in the network represents that particular service, the original member may then provide the service.

Not send “spam” email to other members.

Provide all offers and incentives to members in writing so as to avoid any mis-communication.

Allow TBC to distribute and publish promotional information about members to other members and potential members, using the member’s business name and logo if necessary.  In the event member wishes to have their company name/logo removed from any marketing or advertising material said member agrees to pay the cost to have that material removed.

Treat all information regarding the business and networking methodologies and technologies of TBC as proprietary.  Never release, disclose, or duplicate any of this information to/with any other referral networking group or competitor of TBC.

Conform to the rules of TBC, whether expressed in the by-laws or otherwise.  These rules may, from time to time, be adapted or changed by TBC.

At the annual membership date of a member, that member may be eligible to renew their membership in the network.  TBC will consider many aspects of a member’s performance when determining eligibility for membership renewal.  Factors for consideration include but are not limited to:

1)    Manage their referral business:  each member is expected to effectively manage the referrals they receive from the network.  It is expected that any new referral shall be contacted as soon as possible but not to exceed one (1) business days after the referral was submitted to the member.  Quality of service delivered to clients shall be provided at a level sufficient to maintain a high satisfaction rating from those clients as measured from feedback generated by TBC.

2)   Meeting participation: Members are encouraged to attend and participate in meetings as this will have a direct impact on the results they experience.  In the event a member misses three consecutive meetings, or three meetings in any given calendar quarter, they will have effectively abandoned their “exclusive” position in the chapter and a competitor may take the position.  In the event the position is considered abandoned, the original membership may be terminated by TBC.  No refunds (pro-rated or otherwise) will be issued and no notice is required of TBC of termination of membership.  The member will be removed from database and receive no additional invitations to attend TBC events.

3)  Membership growth:  All members understand that it is in the best interest of the network and all of the members to maintain good quality of membership, and to have an expansive, organically grown network of referring partners.  Once a member has seen the benefits firsthand in their business, they are encouraged to share that information with other quality service providers they know. 

On a quarterly basis, TBC may evaluate a member’s collective performance (as defined above).  If a member’s actual performance is deemed low, TBC may contact that member to establish an expectation for the next business quarter. A members standing within TBC may be terminated for pervasive and/or consecutive quarters of low performance.  A member’s position within TBC may be terminated immediately for providing substandard service to clients referred by the network of members.

All members hereby expressly release, hold harmless and indemnify TBC, its owners and officers from any and all liability and responsibility stemming from actions/services, whether negligent or not, that are performed by the members of TBC.

TBC does not determine specific industry/professional restrictions or ethical opinions and regulations on becoming a member, imposed on a perspective member from the industry/professional regulating bodies.  For example, the State Bar of Arizona may determine attorneys are not allowed to belong to a networking group except under certain conditions, and only those groups approved of by the Bar.  TBC does reserve the right to restrict certain types of business structures from membership in the club.  For example, we do not allow any type of Multi Level Marketing Business to be represented in the Club.

*Certain professions prohibit providing a referral with the expectation of receiving a referral in exchange. Under these circumstances members may join TBC for the purpose of obtaining service providers to refer to but may have an ethical obligation to refuse to accept referrals from RT members.  If, in the professional’s opinion, the acceptance of such a referral may create an ethical violation or appearance of such, the member may refuse to accept that referral.

ARTICLE IV:  MEMBERSHIP

Members shall be classified according to business, trade or occupation within each Chapter.

There shall be one (1) representative of each profession in any given Chapter.

TBC does not allow any type of multi-level marketing (MLM) business concepts to be represented as a profession in the network.

In the event a merger or acquisition of an existing networking group occurs and a new TBC chapter is created as a result, if there are members of the original group who are in a MLM type of business, they may continue to represent that MLM business in TBC after the acquisition. These MLM members would be restricted to membership in the newly created chapter and could not transfer to another TBC Chapter.  Once the new chapter is created, no additional MLM businesses would be allowed to join.

An individual membership shall be limited to a professional with policy-making authority or who is otherwise determined to be eligible by the owners of TBC.

Membership in any Chapter shall be on a first come, first served basis.  The member that completes the application process, is approved and pays for the membership dues first shall be awarded the position within the Chapter.

Multiple Memberships:  A good active member (attends high percentage of meetings, supports other members and brings new members into the network) of TBC may apply for and hold more than one classification/profession within a Chapter up to a maximum of two (2) separate professions as defined by TBC.  A separate membership fee shall be paid for each business classification/profession they represent. The decision as to whether or not different services provided by a member constitute more than one classification/profession shall be at the sole discretion of TBC.  One individual member may join as many TBC chapters as they can comfortably and consistently support with referrals and other sources of value. 

Change in classification: A member may request a change in business classification/profession that they represent within a Chapter.  The member must complete a new application to be processed for the new business classification/profession they will represent.  No additional membership fee will be required. All business classification/profession changes are subject to approval by TBC.

Transfer from one chapter to another:  A member may request a transfer to another chapter which is subject to approval by TBC.  If approved, the member must pay prorated membership dues required to advance membership renewal date to one year from the date of transfer.  

Specialty Chapters:  In the event TBC opens a "Specialty" or "Niche" chapter, a current member may join the new chapter if they intend on expanding their networking efforts.  Specialty chapters might include a group for Health Professionals or a chapter for B2B Service providers.  The member is NOT allowed to leave their current chapter to transfer to the specialty chapter as this could cause significant and instant membership loss in the original chapter.  

Sale/Assignment of membership:  A member may not sell or assign a membership to another individual/company.

Other Referral Groups:  We place no restrictions on our members and encourage them to participate in other networking groups, and actually openly promote other networking groups that have proven to be effective like Marana Chamber of Commerce, Oro Valley Business Club, Local First AZ and N.E.T.  We do expect that each member consistently refer to those professions represented in TBC as their primary source to send referral business.  If a member of TBC has a very strong loyalty to anyone outside the network, they should bring them into the TBC network.   

In no case shall a member of TBC join any networking group that would prohibit the membership in TBC (many networking groups have restrictions and will not allow a member to belong to another networking group).  No member of TBC can solicit another member of TBC to join another networking group with such restrictions.  Violation of this shall result in immediate termination of membership in TBC.  No refunds shall be issued.

Members are encouraged to meet privately outside of normally scheduled chapter meetings to get to know each other one-on-one.  No member of TBC shall organize or start a networking group that meets on a regular basis without the expressed written consent of TBC.  This includes free and fee based groups.  It includes groups reserved for members only, and those that are open to the public.  

It is expressly understood that NO member shall discuss or share any of the business methodologies of TBC with any other networking group or competing organization.

Acceptance: Payment of the membership fee constitutes acceptance and willingness of the member to conform to the rules of TBC, whether those rules are expressed in the by-laws or otherwise.

Alternate Member: TBC allows for the substituting of an alternate member in the event a member cannot attend a regularly scheduled meeting (hereinafter “alternate member”).  Alternate Members must be approved by TBC in advance of the meeting to be sure there is no conflict with that profession. 

Leaves of Absence: If for good cause and upon TBC approval, a member in good standing may be granted permission to not support their business classification and membership within TBC for a maximum of six (6) months.

Guests:  Guests may attend one meeting as a guest before deciding to become a member.

Every member of TBC understands that their membership in TBC is permissive in nature and violation of the bylaws could cause that membership to be revoked by TBC at any time, without recourse.

ARTICLE V:  Membership Fees

Fee structure and amounts shall be determined by TBC and are subject to change.  Fee structure consists of an annual membership dues which are good for a period of one year from the date paid, and are payable in advance.  The annual dues cover TBC’s fixed operating costs like executive salaries, rent and utilities. 

In addition, there are monthly dues that cover TBC’s variable costs like meals, meeting rooms, educational material, staff salaries, database management tools, meeting invitations and reminders, website management and hosting, chapter leadership, merchant service fees, guest speakers, referrals slips, pens, name tags, accounting, etc for all normally scheduled meetings.  Monthly dues can be paid by automatic monthly debit, or by company check if paid 6 months in advance. 

Expiration and renewal of Membership:  Members are required to track their renewal dates internally.  The annual membership will be automatically renewed each year IF the member attends any meetings after the membership term has expired.  In the event a member has not attended meetings after the renewal date, annual dues may be renewed automatically 30 days after sending an invoice, unless the member cancels their membership in writing.  In the event membership is terminated for any reason, the member is responsible to ensure the monthly billing on their credit/debit card is stopped.  In the event monthly billing has or will occur during the four (4) calendar days prior to the written cancellation of membership, there will be NO refund on that monthly charge. 

Complimentary Memberships: In certain cases the TBC may offer a “complimentary” annual membership.  In these cases the member agrees to pay for the monthly membership dues.  In the event the monthly dues become delinquent as described below, the annual membership fee can become due and payable in full by the member and is no longer “complimentary”. 

Late Payments: Any member who fails to pay dues and other organization expenses within fifteen (15) days of the due date shall be delinquent.  If the amount is still delinquent after an additional fifteen (15) days, the exclusive membership can be deemed abandoned and filled with another applicant at the discretion of TBC.  If this happens, the membership may then be terminated at any time by TBC.   Any payment becomes past due shall be subject to a $15 per month late charge. 

Special incentive pricing:  TBC may offer members specialty pricing for various events, functions and membership in new chapter launches.  In order to take advantage of these special prices, the membership must be current and in good standing.  For new "specialty" chapter launches the member receiving the discount MUST remain a member of the original chapter for at least a year after joining the specialty chapter.  

Refund Policy:  In the event an applicant is declined for membership after paying the membership, the entire fee shall be refunded to the perspective member.  As a general policy, there are no refunds on membership fees once an applicant has been approved for membership.  Under special circumstances the membership fee may be refunded at the sole discretion of TBC. All requests for refunds must be submitted in writing and must contain a specific reason for the refund request.  If a refund is issued, it may be a prorated refund and a $35 processing fee will be assessed.    

ARTICLE VI: Advisory Board

The Advisory Board will consist of members who serve on a voluntary basis.  The purpose of the Advisory Board is to provide advice and direction for TBC on various issues or decisions that need to be made.

ARTICLE VII:  BUSINESS REGION OFFICERS

Once membership is at a point where individual chapters are launched (as determined by the Advisory Board) each Chapter shall have a President, Vice President and Membership Director.  They shall serve for a term of one year and hold office until their successors are duly elected and qualified.  However, they shall not hold office for more than two consecutive terms, nor shall any person hold more than one office at a time.

Duties:

The President shall preside over all meetings, assist the ownership of TBC with the appointing of any committee members and shall vote on all appropriate matters to their position.  The President will provide guidance and leadership to their Chapter and oversee its overall operation.

The Vice President shall, in the absence of the President, have all the powers and perform all the duties of the President with regard to the Chapter meeting and membership.  The Vice President shall assist the President in any capacity necessary to benefit the Chapter which is in accordance with the bylaws.

The Membership Director shall be responsible for greeting/welcoming new members, assisting the TBC owners with Chapter membership growth and assisting the Vice President with duties necessary for the benefit of the Chapter which are in accordance with the bylaws.

ARTICLE VIII: MEETINGS

Regular meetings of the membership shall be held approximately twice a month or as determined by TBC.  Meeting days and times shall be determined by a vote of the Chapter members at the time each Chapter is created.  One third of the existing membership being present and in good standing shall constitute a quorum at any Chapter meeting and action may be taken on behalf of the membership. Reasonable notice of meetings shall be communicated to the membership by the Chapter officers in the event they are different than typically scheduled.

Members shall not be permitted to attend chapter meetings of another chapter for which they are not a member, unless invited by TBC.  The exception to this rule is that any member may attend any TBC New Chapter Launch Meeting.

See Article III for more information regarding meeting attendance.

ARTICLE IX: ELECTIONS FOR CHAPTER OFFICERS

An “Annual” Chapter meeting, to be attended by the members of that Chapter only, shall be held on the first Chapter meeting in December of each year to elect new Chapter officers.  All prospective officers must be in good standing as related to the performance minimums provided in Article III. All officers shall hold their respective offices for a period of one year. Nominations of the leadership shall be held on the first meeting in November. All elections results shall be by cumulative voting of the members present. The new officers shall be installed the first meeting in January.

ARTICLE XI: Dispute, Resolution, Grievance Procedures and Remedies:

Scope:

Attendance, violation of confidentiality, issues related to Article III, and matters relating to fees and dues are reserved for the Advisory Board.  This article applies to issues, questions and disputes between members which relate to behavioral and financial issues connected to TBC, its members, and business referrals. All other significant issues involving the objectives (Article II) not otherwise reserved directly to the Advisory Board are included within the scope of this article. Utilization of procedures herein is available only to current TBC members.

Dispute Resolution:

TBC encourages and recommends its members exercise extensive personal efforts to resolve disputes before resorting to the procedures set forth herein.

In the event of an un-reconciled dispute between members of a Chapter(s), a formal written complaint must be submitted to the President(s) of that/those Chapter(s).  A Grievance Committee shall be convened consisting of member volunteers from other Chapters (no member from the complainants’ Chapter(s) shall be allowed to serve on the grievance committee).  All parties to the complaint shall be allowed to present their case to the Grievance Committee for resolution.

Remedy:

The Grievance Committee may make any remedy recommendations they deem suitable, however their recommendation must have the approval of the owners of TBC.  Compliance with the determination will be a condition of continued membership for all parties.  TBC shall inform the parties involved of the final approved recommendations.  The recommendations may be appealed provided it is done unanimously by all members involved in the dispute and under the condition that any new recommendations approved will be honored by all parties.  An appeal must be provided in writing within 30 days of being informed by TBC of the original approved recommendation.  A new Grievance Committee will be convened and a new recommendation will be rendered by this new committee which again must be approved by the owners of TBC.  The new approved recommendation will again be provided to the involved parties through a communication from TBC.

In the event a member or former member has a dispute or issue with Tucson Business Club and involves the members' attorney or any type of legal counsel, all future communications from the Tucson Business Club will go through the attorney or legal counsel, and not with the member directly. This is true even when the members' legal counsel requests all future correspondence be done directly with the member.  TBC will not correspond with the member directly unless a written notice is received from members' attorney clearly stating the situation has been resolved satisfactorily, and no pending legal issues remain.