Article I      NAME AND OBJECTIVES

Section 1     Name: The name of this organization shall be “Rochester Professional Consultants Network,” herein referred to afterwards as RPCN.

Section 2    Objectives:

                  • To be an affiliation of independent consulting practices.

                  • To provide a source of diverse expert services to businesses and organizations.

                 • To provide an ongoing forum in which members may share ideas about the consulting profession and related business opportunities.

                 • To provide career guidance for individuals seeking to enter the consulting profession.

Article II    DEFINITIONS

Section 1    Regular Member: shall mean any individual who is now or is considering becoming a consultant, has filled out an application for membership, and paid the dues in effect at the time. (See Article VII).

Section 1a   Explorer: shall mean any individual who is considering becoming a consultant, has filled out an application for membership, and paid the dues in effect at the time. (See Article VII).

Section 1b   Friend of RPCN: shall mean any individual who only wishes to receive the mailings and support the organization, has filled out an application for membership, and paid the dues in effect at the time. (See Article VII).

Section 2    Director: shall mean any member of the Rochester Professional Consultants Network elected by the general membership or appointed by the President to the Board of Directors to assist with and supervise the affairs of this organization.

Section 3    Officer: shall mean the Past President, President, Vice President, Secretary, and Treasur¬er. These officers will serve as members of the Board of Directors.

Section 4    Fiscal Year: shall begin on July 1 each year and end on June 30 the following year.

Section 5    Quorum: shall mean a majority of the members of the Board of Directors.

Article III    BOARD OF DIRECTORS

Section 1     The government of this organization, the direction of its work, and the conduct of its affairs shall be vested in a Board of Directors of not fewer than 5 and not more than 15 members. The goal of the Board is to serve the best interests of the general membership.

Section 2     Elected directors’ duties shall begin July 1 following their election; appointed directors’ duties shall begin at the time of appointment or as directed by the President.

Section 3     The Board of Directors shall meet at least six times a year and at least once per quarter. The Board of Directors will meet to conduct the business of the organization. At the discretion of the President, a Board meeting may be cancelled. Board business may be conducted at any time via the Board Email List. Any email received from the RPCN Board Email List may not be forwarded or otherwise shared outside the Board of Directors unless the sender gives his or her explicit permission in advance.

Section 4    The Board of Directors shall be composed of the Officers and Directors as defined in Article II.

Section 5    If for any reason a Director shall fail to attend three consecutive Board meetings, he or she may, at the discretion of the Board, be dropped as a member of the Board and a vacancy thereby will be created.

Article IV    OFFICERS

Section 1     President: The President shall preside at the formal meetings of the organization and its Board of Directors. He or she shall perform all duties incident to his or her office including the appointment of other Officers and committees that the Board of Directors believes are necessary to the usefulness of the organization. The President shall serve a term of one year and then become Immediate Past President for 1 year. The President is also responsible for the storage of (or arranging for someone else to store) RPCN historical documents (paper, electronic media, etc.)

Section 2    Vice President: The Vice President shall be an individual elected by a vote of the general membership. After serving 1 year as Vice President, the individual will serve as President for a 1-year term and then become Past President for 1 year. The Vice President will act on behalf of the President during the President’s absence.

Section 3    Secretary: The Secretary shall be appointed by the President for a term of 1 year. There is no limit to the number of consecutive terms that a Secretary may serve. The Secretary shall be responsible for recording and publishing the minutes of all Board meetings as well as other functions deemed appropriate by the President or the Board (or both). The Secretary is responsible for establishing and maintaining the necessary accounts to manage any web site domain names and hosting services that RPCN registers. The Secretary is responsible for recording the outcome of all board votes in the board minutes, including board votes that take place via the RPCN Board Email List.

Section 4    Treasurer: The Treasurer shall be an individual elected by the vote of the general membership to serve for 1 year. The Treasurer may be elected for no more than 2 consecutive terms. In no case shall such service by a member as Treasurer exceed 30 months. The Treasurer shall be responsible for the record keeping, receipts, disbursements, and reporting of all financial and contractual transactions of the organization. The Treasurer shall provide on a regular basis as directed by the President (at a minimum quarterly) a written Income and Expense statement and a Balance Sheet showing the financial status of the organization as well as an oral report as to the financial status of the organization. The Treasurer shall be responsible for keeping a record of all tangible assets owned by RPCN and their whereabouts.

At the end of each fiscal year, the Treasurer shall make the financial records available for an audit by an individual(s) independent of and approved by the Board. This audit shall verify the accuracy of the prior year's financial records and so state in a written report to the Board by their meeting in August. An audit of the records can be requested at any other time by a two-thirds affirmative vote of the Board.

The Treasurer shall report to the Board as needed the status of any and all reports, including tax returns required to be filed with any governmental agency. Also, the Treasurer serves as an ex-officio member of the RPCN Conference committee, but may not also serve as Budget Manager for the RPCN Conference.

The Treasurer shall provide the President annually a full backup copy of RPCN financial records on a currently available medium (floppy disk, Zip disk, CD-ROM, or similar medium). The Treasurer will also pass on to his or her successor all RPCN documents in his or her possession concerning RPCN finances.

Section 5     Immediate Past President: The primary role of the Immediate Past President is to advise and serve as a mentor to the members of the Board of Directors.

Section 6    Presidential appointments must be confirmed by a majority vote of the Board members present at the Board meeting in which the appointment is requested or via email using the RPCN Board Email List. Appointed Directors shall be voting members of the Board and should attend all Board meetings. Appointed Directors shall serve a term of 1 year renewable annually.

Article V    NOMINATIONS, ELECTIONS, SUCCESSIONS

Section 1    A nominating committee approved by the board and chaired by the Vice President is to annually select nominees for the offices of Vice President and Treasurer. The Board must approve by majority vote of the Board members the slate of nominees before ballots are distributed to the membership.

      • Each nominee must be an RPCN member.

      • Each nominee must be free of any potential or real conflicts of interest.

Section 2    Election of the Vice President and Treasurer shall be held each year prior to July 1. Ballots shall be sent by mail to all Regular and Explorer Members (but not to Friends of RPCN). Each Regular and Explorer Member of the organization will be entitled to cast one vote for each vacancy.

Section 3    If the President is unable to complete his or her term of office, the Vice President shall be appointed Acting President and will complete the President’s term. An Acting Vice President will then be appointed by the Board of Directors to complete the Vice President’s term. At the next election, the Acting President will become President and a Vice President will be nominated and elected as described in Article V, Section 2.

Section 4    Each Board member must have an operable email address and be willing to have that email address included on the RPCN Board Email List during his or her term of service. Any email received from the RPCN Board Email List may not be forwarded or otherwise shared outside the Board of Directors unless the sender gives his or her explicit permission in writing in advance.

Article VI   MEETINGS

Section 1    The Board of Directors will meet monthly to conduct the business of the organization. There will be a minimum of six (6) Board meetings during the fiscal year. At the discretion of the President, a monthly Board meeting may be cancelled and Board reports shared via the RPCN Board Email List.

Section 2    Meetings for the general membership will be held monthly unless otherwise designated by the Board of Directors.

Article VII    MEMBERSHIP DUES

Section 1    In order to meet the financial obligations of this organization, all Regular Members, Explorers, and Friends of RPCN are required to pay dues.

Section 2    Annual dues in the Rochester Professional Consultants Network shall be determined by the affirmative vote of two-thirds of the Board of Directors. Changes in the annual dues amount can be made in any year by a two-thirds affirmative vote of the Board of Directors.

Article VIII    POLICY

Section 1    All actions in the name of or on behalf of this organization shall be subject to review and approval by the Board of Directors.

Section 2    All business must be transacted:

                 •In the presence of a minimum of a quorum of the Board of Directors; or,

                 •Via email using the RPCN Board Email List.

Section 3    Decisions of the Board of Directors must be confirmed by an affirmative vote of a quorum of Directors via either:

                 •A meeting at which at least a quorum of Board members are physically present; or

                 •By using the RPCN Board Email List to poll all members of the Board.

Voting ties will be settled by an additional vote cast by the President.

Section 4    No Director shall be eligible to receive remuneration for any service rendered to the Board or the organization while in office. If a Director wishes to provide a service to RPCN for payment, the Director must resign before the service’s definition, selection criteria, the associated budget, or any other matters regarding the service are discussed by the Board.

Article IX    FINANCES

Section 1    By April 1 of each fiscal year, all directors shall prepare an estimate of expected annual income and expenses for the proposed activities in their areas of responsibility. The Treasurer will combine these and review them with the President and Vice President. Together, they will agree upon a proposed annual budget for all RPCN activities. The Treasurer will present this proposed budget to the Board of Directors no later than the May Board meeting for review and changes. The final annual budget will be approved by the Board of Directors at its June meeting.

Section 2    A financial commitment of RPCN funds in excess of $500 cannot be made by an officer or director without the prior approval of a two-thirds affirmative vote of the Board of Directors.

Section 3    The Treasurer will prepare and sign checks or authorize electronic funds transfer on behalf of RPCN for budgeted and approved expenses under $500. All disbursements in excess of $500 shall require a check with two authorized signatures. An individual cannot sign any RPCN check or authorize an electronic fund transfer whre the individual is the payee.

The Treasurer, President, and Vice President shall have signature authority for the RPCN bank accounts. In the Treasurer’s absence, the President or Vice President may sign checks for budgeted and approved expenses under $500.

Section 4 Any transfer of funds between RPCN bank accounts (Checking, Money Market, Certificate of Deposit, etc.) requires prior approval by a quorum of the Board of Directors.

Article X    AMENDMENTS

Section 1    These by-laws may be amended by an affirmative two-thirds vote of the Board with all Board members voting.

Article XI    DISSOLUTION

Section 1    Should RPCN be dissolved, its assets will be distributed in such a way that no member or members of this organization shall profit therefrom. The Board at the time this Article was originally written directs the Board at the time of dissolution that the assets be distributed to one or more local not-for-profit civic or charitable organizations such as but not restricted to the Rochester Philharmonic Orchestra or the Rochester United Way.

Article XII    RPCN OPERATIONS

Section 1    The appointed Board position of Office Manager is responsible for the day-to-day operations of RPCN. This includes management of the RPCN membership database, monitoring the RPCN phone and fax lines and email address, and other tasks as designated by the Board.

Section 2    By the June Board meeting each year, the Office Manager is to provide a full backup copy of the associated electronic files to the President. The Office Manager is to provide a backup copy of the membership database to the President on a regular basis agreed by the President.

Article XIII    MEMBER INFORMATION PRIVACY

Section 1    All information regarding each RPCN member gathered or stored during the normal course of RPCN operations shall not be given to any non-member in any form (paper, electronic, etc.) unless the member provides permission in writing in advance. This approval may be indicated on the applicable membership form submitted with the annual dues. This includes but is not limited to the hardcopy RPCN member directory and the RPCN web site member directories.

Section 2    RPCN may establish and operate email distribution lists for members and non-members as long as explicit policies on their use are created and shared with list members. The Board of Directors may dissolve any email lists established for RPCN at its discretion at any time by a majority vote of the Board.

Section 3    By attending the RPCN conference, attendees give RPCN permission to distribute hardcopy or electronic versions of their contact information to conference sponsors, exhibitors, and attendees.

Article XIV    RPCN CONFERENCE

Section 1   The decision to have an RPCN Conference must be approved in advance by an affirmative two-thirds vote of the Board of Directors.

Section 2    The RPCN Conference will be managed by a Conference Chairperson (or Co-Chairpersons) approved by the Board of Directors. The Chairperson is responsible for overseeing all aspects of the conference and ensuring all relevant RPCN policies are adhered to.

BYLAWS REVISIONS:

9/14/91 Article II, Section 1a: Words “Explorer Member” reduced to “Explorer” to better conform to current usage and to prevent confusion over who is and who is not a “member”.

9/14/92 Article IX added

8/11/93 Article II, Section 4: Dates of fiscal year changed from “shall begin on September 1 each year and end on August 31 the following year” to “shall begin on July 1 each year and end on June 30 the following year” to conform to actual practice of the organization.

2/10/95 Article IX revised to comply with current practices of RPCN at request of Ivan Enstrom, Treasurer.

8/16/03 Complete overhaul of document. Copy with revision changes available from RPCN Secretary.