The Executive Forum Charter

Mission Statement: To form a cohesive group of individuals representing different businesses to exclusively share with each other information, ideas and new business leads.

ARTICLE I MEMBERSHIP

Section 01. Size of Membership

The Executive Forum memberships may be of any size as may be determined appropriate by members and the Executive Committee. The membership may be subdivided into groups and committees as may be desirable for the conduct of business of the Executive Forum. These sub-divisions may also be of any size and may be formal or informal as required by the needs of the Executive Forum.

Section 02. Membership Criteria

Any person, firm or corporation shall be eligible for membership upon satisfaction of the following criteria:

The proposed member’s particular category of business or industry, or class of business or industry, will not be competitive with the business activities engaged in by any other members.
The proposed member’s business or industry category will be of recent or future use to the other members.
The proposed member’s business and social activities will be a significant and valuable source of business leads and referrals to the other members.
The proposed member is likely to be willing to share business leads and referrals with the other members and be committed to the Executive Forum.
The proposed member is likely to devote time to the activities, development and furtherance of the Executive Forum’s purposes and is likely to introduce and propose new members.
The proposed member has the ability to communicate effectively and is well mannered and personable.
The proposed member’s business background and experience is likely to enhance the knowledge and productivity of the other members.
The proposed member’s reputation and standing is likely to enhance the prestige of the Executive Forum.
The proposed member and the existing members are likely to benefit tangibly from the admission of the proposed member.

Section 03. Admissions Procedures

Any member may invite a prospective member to attend a Regular Meeting of the Members as a guest upon prior approval of the Executive Committee. A prospective member must attend a minimum of two meetings as a guest. If a guest wishes to be considered for membership after attending two (2) meetings, his or her membership shall be reviewed by the Executive Committee. If the Executive Committee determines after such review that the business category or classification of the proposed member may conflict or compete with the category or classification of any existing member, it shall be required to consult with such member prior to acting upon the admission of the proposed member. If the Executive Committee determines that the candidate is appropriate for membership, the Executive Committee will notify members. Members then have one week to make comments before an invitation is extended. An affirmative vote of two-thirds of all Members present or two-thirds of all Members taken electronically (for example by fax or email) shall be required for election. Each new member will be notified of the foregoing admissions and membership procedures.

Section 04. Attendance

Members or their designated representative shall have the duty to attend all scheduled Regular Meetings. The membership of any member who is not represented at three (3) consecutive meetings or fails to attend a minimum of eighty percent of the scheduled meetings in a year shall be subject to cancellation. Cancellation shall be determined by a majority vote of the Executive Committee. In the event of such cancellation of membership, no part of any dues, fees or assessments previously paid shall be refunded. Each member may designate an alternate representative to attend Regular or Special Meetings in his place. The Executive Committee shall have the right to approve all such representatives. Quorum shall consist of sixty percent of the membership for Regular and Special Meetings and sixty percent of the Executive Committee for Executive Committee Meetings rounded up to the next whole number.

Section 05. Termination of Membership

The Executive Committee by affirmative vote of two-thirds of those present may suspend or expel a member for cause after an appropriate hearing. The Executive Committee also may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who becomes ineligible for membership, or suspend or expel any member who shall be in default of the payment of any dues and payments to cover expenses incurred by the Executive Forum. In the event of termination of membership, no part of any dues, fees or assessments previously paid shall be refunded.

Section 06. Resignation

Any member may resign by notifying any one of the Executive Committee Members, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, fees or assessment theretofore accrued and unpaid. In the event of such resignation, no part of any dues, fees or assessments previously paid shall be refunded.

Section 07. Voting Rights

Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.

Section 08. Transfer of Membership

Membership in this organization is not transferable or assignable.

ARTICLE II OBLIGATION OF MEMBERS

Section 01. Duties of Members

a. Members shall use their best efforts to learn and understand the business, products and services offered by the other members in order to make as many referrals as possible to other business associates and friends. When a referral is received, a member shall promptly act on it and keep the referring member informed of any progress. Members shall report to the membership-at-large or to the Executive Committee any information which will aid other members in obtaining business opportunities. Although business between members is not a requirement of membership, members should consider utilizing the business, products or services of fellow members. Members shall limit their business promotional activities to their own category or classification of any other member. If a member is also a member of any organization which is similar to or competes with the activities of the Executive Forum, such member shall disclose the fact to the Executive Committee and shall not divulge to any member of such similar or competing organization any leads or information obtained at Executive Forum Meetings or from its members. The Executive Committee has the right in its discretion to terminate a member who belongs to another Executive Forum group if it is deemed to be a conflict of interest.

b. It is expected that each member endeavor to make at least one (1) House Call per month in an effort to gain better insight into each other’s businesses.Failure to make house calls may cause termination of membership.

c. Each member is to submit on the designated form copies of all new business leads referred to and business closed to the Secretary of the Executive Forum. The Secretary will record this information in the minutes of each Executive Forum Meeting.

d. Each member shall pay all dues and expenses relating to the Executive Forum on a timely basis to the Treasurer.

e. Each member will be asked and is required to prepare and present a spotlight presentation on his or her business to the Executive Forum members. Where possible, one month’s notice will be given to prepare.

ARTICLE III MEETINGS OF MEMBERS

Section 01. Regular Meetings

Regular Meetings will be held every third week (approximately) throughout each year. There shall be at least fifteen (15) regular meetings of the members in each year.

Section 02. Place of Meetings

The Executive Committee may designate any place in Westchester County as the Meeting Place. All members will be notified of the meeting place at least two (2) days prior to any meeting.

Section 03. Special Meetings

Special Meetings may be called by the Executive Committee and all members will be notified at least one (1) week prior to any Special Meeting.

ARTICLE IV EXECUTIVE COMMITTEE

Section 01. General Powers

The affairs of the Executive Forum shall be managed by its Executive Committee who must be Members of the Executive Forum. The Executive Committee shall have the power to adopt such rules and regulations as it deems proper for the governance of the Executive Forum and for the conduct of its meetings and shall discharge its duties in the best interests of the members in a manner consistent with the purposes of the Executive Forum and in accordance with this charter.

Section 02. Numbers, Tenure

The number of Executive Committee Members shall be at all times no less than five (5) and no more than seven (7) Members, unless the total number of Members is less than five (5) in which case the Executive Committee Members shall be all of the Members. Each Executive Committee Member shall hold office for a one (1) year term and shall hold office until the expiration of such term and until his or her successor has been elected and qualified, unless he or she sooner die, resign or be removed. Each Executive Committee Member may hold office for more than one (1) consecutive term. Executive Committee Members may resign at any time on notice (including email notice) to the other Members of the Executive Committee.

Section 03. Vacancies

Any vacancies occurring in the Executive Committee shall be filled by a majority vote of the Executive Committee. An Executive Committee Member elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 04. Election

The Executive Committee or the Nominating Committee (consisting of two (2) Executive Committee Members, if so constituted), will nominate for election to the Executive Committee no less than five (5) and no more than seven (7) Members, unless the total number of Members is less than five (5) in which case the Executive Committee Members shall be all of the Members. The Executive Committee or the Nominating Committee (if so constituted) can nominate themselves. The Members of the Executive Committee must thereafter be ratified by the majority vote of the membership present.

ARTICLE V OFFICERS

Section 01. Officers

The Officers of the Executive Forum shall be a President, a Co-President, a Secretary, a Treasurer, and such other Officers as may be elected in accordance with the provisions of this Article. These officers shall be elected by a majority vote of the Executive Committee. The Executive Committee may also elect by majority vote or appoint such other Officers, including one (1) or more Co-Presidents, Assistant Secretaries, and one (1) or more Assistant Treasurers as it shall deem desirable, such Officers to have the authority and perform the duties prescribed, from time to time, by the Executive Committee. One person may not hold more than one (1) office at the same time. All Officers must be a member of the Executive Committee.

Section 02. President and Co-President

The President shall be the principal executive officer of the Executive Forum and shall in general supervise and control all of the business and affairs of the Executive Forum. He shall preside at all meetings of the members and of the Executive Committee and act as meeting facilitator. The President shall serve for a one (1) year term at which time Co-President becomes the President and a new Co-President will be elected. In the absence of the President and Co-President, any Executive Committee Member may act on his behalf in conducting Executive Forum meetings.

Section 03. Treasurer/Assistant Treasurer

The Treasurer shall be responsible for receiving and giving receipts for all monies due and payable to the Executive Forum from any source whatsoever and depositing such funds in the name of the Executive Forum in such banks, trust companies and other depositories as approved by the Executive Committee. All Executive Forum funds shall be for the exclusive use of the Executive Forum. An Assistant Treasurer shall be named and will be authorized to collect and deposit any funds for the Executive Forum. All checks, drafts or orders for the payment of Executive Forum expenses shall be signed by the Treasurer or Assistant Treasurer. The Treasurer and Assistant Treasurer must keep a full accounting of all funds received and paid and will be asked to account to the Executive Committee annually or at any time deemed appropriate by the Executive Committee.

Section 04. Secretary

The Secretary shall keep the Minutes of the meetings of the members and the Executive Committee in one or more books provided for that purpose, the Secretary shall record all leads and new business which has closed in the Minutes. Minutes shall be mailed to all members, if possible, prior to the next meeting.

ARTICLE VI AMENDMENTS TO CHARTER

This Charter may be altered, amended or repealed and a new Charter may be adopted by a two-thirds vote of all members of the Executive Committee and ratified by a majority vote of the membership present at any Regular Meeting or at any Special Meeting, if at least five (5) days written notice is given of intention to alter, amend, repeal or to adopt a new Charter at such meeting.

ARTICLE VII INDEMNIFICATION OF EXECUTIVE COMMITTEE AND OFFICERS

It is expressly provided that any and every person made a party to any action, suit or proceeding other than one by or in the right of the Executive Forum to procure a judgement in its favor, whether civil or criminal, by reason of the fact that he was an Executive Committee Member of the Executive Forum, may be indemnified by the Executive Forum to the full extent permitted by law against judgements, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees; actually and necessarily incurred as the result of such action, suit or proceeding, or any appeal thereon. The Executive Forum may make this indemnification only after a determination by a majority vote of the Executive Committee who were not parties to or otherwise involved in the proceeding, that the indemnification is proper under the circumstances because such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Executive Forum and, in criminal actions or proceedings, in addition, had not reasonable cause to believe that his conduct was unlawful. It is further expressly provided that any and every person made a party to any action, suit or proceeding by or in the right of the person by reason of being or having been an Officer or Executive Committee Member may be indemnified by the Executive Forum to the full extent permitted by law, against judgements, fines, amounts paid in settlement, and reasonable expenses, including attorneys fees; actually and necessarily incurred as the result of such action, suit or proceeding, or any appeal thereon, except that no indemnification shall be provided in respect of any claim, issue or matter as to which such person is adjudged liable for negligence or misconduct. The Executive Forum may make this indemnification only after a determination by a majority vote of the Executive Committee who were not parties to or otherwise involved in the proceeding, that the indemnification is proper under the circumstances because such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation.

ARTICLE VIII DISSOLUTION AND DISTRIBUTION OF ASSETS

Section 01. Adoption of Plan of Dissolution and Distribution
The Executive Committee shall have the right to adopt a plan for the dissolution of the Executive Forum and equitable distribution of its assets.

Section 02. Authorization of Plan

Upon adopting a Plan of Dissolution and Distribution of Assets, the Executive Committee shall submit it to a vote of the members. Such Plan shall be approved at a Special Meeting of members called for such purpose upon at least fifteen (15) days written notice to all members. Approval of any such Plan shall be by an affirmative vote of two-thirds of the members present at such Special Meeting. If there shall be no members entitled to vote on the Dissolution of the Executive Forum, the Plan of Dissolution and Distribution of Assets shall be deemed authorized upon its adoption by the Executive Committee.

Section 03. Procedure After Dissolution

After Dissolution, the Executive Forum shall carry on no activities except the purpose of winding-up its affairs and equitably distributing any assets remaining to the Members.

The Executive Forum is an independent group and is not affiliated with any other organization.