Bylaws

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20 Group Bylaws and Code of Ethics

SECTION I – APPLICATION

These Bylaws apply to all members of each 20 group established by Business Management Resources, Inc., dba Spader Business Management (SBM).

SECTION II – PURPOSE

The 20 group program is organized and operated by SBM and its authorized representatives. Each 20 group is composed of non-competing businesses voluntarily and mutually associated to provide a confidential exchange of experiences, techniques, problems, and ideas at regular meetings, and to receive through the services of the 20 group program the benefit of reliable comparative data. A facilitator is provided by SBM. Each 20 group agrees to conduct itself in a businesslike manner and prohibit discussions and actions that adversely reflect on the integrity of any manufacturer, supplier, or business.

SECTION III – MEMBERSHIP

Membership in a Standard 20 group is accorded to an active general manager, officer, or principle of a business. In a Departmental 20 group, membership may be granted to the department manager by consent of the 20 group. SBM reserves the right to approve or revoke memberships.

To qualify for membership, the business must:

  1. Be represented by an active general manager, operating officer, or principle of a financially sound and reputable business. In the case of departmental groups, the department manager may be the representative.
  2. Maintain current membership in their national business association where required (currently farm equipment, marine and RV).
  3. Be willing to remain in their original 20 group for a minimum of two (2) meetings before requesting transfer to another 20 group. Any member may request reassignment to another 20 group; such requests will be considered by SBM.

SECTION IV – MEMBERSHIP RESPONSIBILITIES

Membership in a 20 group has as its primary responsibilities:

  1. Completion of 20 group Orientation for new members.
  2. Regular attendance at scheduled meetings.
  3. An obligation to submit financial and statistical data in time to assure inclusion in the regularly scheduled 20 group report. No member is entitled to receive the confidential financial information of the 20 group if he/she has not submitted current financial information.
  4. A commitment to share knowledge and to actively participate in 20 group activities and discussions.
  5. Prompt payment of all fees and financial obligations to SBM.
  6. The completion of supplemental schedules and/or questionnaires distributed to develop guidelines and comparative financial composites.
  7. Not to recruit or hire employees from other members within the 20 group. This is strictly prohibited and is grounds for dismissal from the 20 group.
  8. Support efforts to keep a minimum of 18 members in their 20 group at all times. It is understood and agreed that if the number of members is less than 15 in any 20 group, SBM will have the option to increase the quarterly membership charge for that 20 group accordingly.

SECTION V – MEMBER PLACEMENT

An applicant is first considered for any appropriate opening in existing 20 groups. SBM shall review the appropriateness of any applicant’s placement. A prospective member may be allowed to attend one meeting subject to PRIOR approval of the membership. If there is no appropriate opening in existing 20 groups, every effort will be made to create an additional 20 group. The applicant will be advised in writing of their placement.

SECTION VI – LIMITATION OF MEMBERSHIP

Membership in a 20 group is limited to a maximum of 20 qualified businesses from market areas geographically distributed throughout North America. No two members may be from the same market area, or be actual or potential competitors without the consent of both members. No applicant will be placed into any 20 group over the objection of any existing member of that 20 group if that objection is based on competing in the same geographical market area.  Additionally, for reasons of confidentiality of member’s financial data, members of an SBM 20 group may not also belong to a non-SBM 20 group in the same industry. Other objections will be given due consideration by SBM and SBM will make the final decision regarding these objections. All administrative actions and official approval of placement into a 20 group by an applicant will be coordinated by SBM.

SECTION VII – INFORMATION SECURITY / CONFIDENTIALITY

A comparative financial report will be prepared from the financial and statistical data submitted by 20 group members. Reproduction or distribution of any 20 group confidential or financial information of any kind, whether manual or electronic, is prohibited except for presentation at a 20 group meeting. All information furnished by or about a member, especially financial data, is to be treated in the strictest confidence. All statistics, composites, and financial data are coded to be identifiable only to that 20 group’s members. It is a requirement of the 20 group Bylaws and Code of Ethics not to identify or furnish these figures to anyone. It is further required that 20 group members not publish lists that include member names and member numbers together except on the official roster provided by SBM. Members may identify themselves individually by member number.

By executing this agreement, member agrees to advise employees who may be exposed to 20 group data of the confidentiality hereunder and require them to uphold the same degree of care to protect the information outlined in this section during and after their employment.

If any disclosure is made in violation of the provisions of this Section, it shall be within the powers of SBM to take such disciplinary action as may be deemed to be adequate, including suspension or expulsion. Should a violation under the provisions of this Section come to the attention of the 20 group, SBM will be notified immediately so they can consider disciplinary action.

SECTION VIII – MEETINGS

Meetings will be held on a regular cycle established by the 20 group and SBM. The specific dates and locations for each meeting will be selected by the 20 group in coordination with SBM. There will be no Sunday meetings. All meeting locations outside the continental United States or Canada require a unanimous vote by written ballot by the members present at the meeting. SBM has the right to adjust fees to cover additional expenses of these meetings.

Members may bring any full-time key employees from the business to the meetings. These employees accept the responsibilities outlined in these Bylaws.

The 20 group may invite outside guests to meetings provided that prior notification has been given to 20 group members and the 20 group’s facilitator. Outside guests must sign a statement that the 20 group appearance will not be used as a reference for their own personal promotion.

Recording of 20 group proceedings is prohibited. This provision can be waived by a unanimous vote of the members in attendance for special presentations, business evaluations, and training programs only.

SECTION IX – 20 GROUP ORGANIZATION

Each year, the 20 group shall elect from among its members a Chair and a Co-Chair to serve a one-year term.

Responsibilities of the Chair and Co-Chair are:

  1. Work with the group’s facilitator to prepare an agenda for each meeting.
  2. Provide overall leadership of the meeting in coordination with the 20 group facilitator. Report discussion is led by the SBM facilitator.
  3. Co-Chair is to act as Chair whenever the Chair participates in the discussion.

SECTION X – FEES AND EXPENSES

Each applicant will be assessed and pay to SBM an initial setup fee at the time they request placement into a 20 group.

Upon placement, each member will be liable for a quarterly membership fee. All fees are subject to change. Each member is responsible for prompt payment of all obligations to SBM until the member gives WRITTEN notice of resignation from the 20 group. Such notice is to be submitted to SBM.

All membership fees will be billed by SBM and paid directly to them unless otherwise directed by SBM. Fees will be charged and paid on a quarterly basis, in advance.

Travel costs and other expenses incurred by a member are paid by that member. Meeting expenses are shared equally by the members of the 20 group.

SECTION XI – REVIEW AND TERMINATION

SBM and the 20 group shall review the continued participation of any member who fails to attend two (2) meetings within a 12-month period, or fails to submit the required financial and statistical data for two (2) consecutive reporting periods. A member will be advised in writing of SBM and the 20 group’s review and decision. SBM or the 20 group Chair shall have the responsibility for initiating the reviews called for by this section. The 20 group may vote to terminate a member at any regularly scheduled meeting if, in its opinion, that member has failed to meet the membership requirements. Such action requires a two-thirds vote of the membership present at the meeting.

A member may terminate membership at any time by notifying SBM in writing. Such termination will become effective as of the date of receipt of this notification.

Some actions will result in automatic termination from a 20 group. These actions include:

  1. Recruiting or hiring employees from other 20 group members, as stated in Section IV, paragraph 7.
  2. The opening or acquisition of a business within the same market area of another member of the 20 group.

SECTION XII – COPYRIGHTS

SBM will from time to time provide to each member certain computer programs, documentation, information and media for each member’s use in submitting financial data to SBM. By executing this agreement, member acknowledges that these computer programs, documentation, information and media are owned by SBM and further agrees that he/she will not divulge, duplicate, or disclose or otherwise make available to any third parties or make any use whatsoever of the computer programs, documentation, information and media provided by SBM without the express prior written consent of SBM. Any unauthorized use of the computer programs, documentation, information and media shall be immediate grounds for dismissal from the 20 group and such dismissal shall not waive any other remedies that SBM may have against the violating member. Upon termination of membership in the 20 group for any reason, member agrees to return all computer programs, documentation, information and media to SBM within ten (10) working days from the date of termination.

SECTION XIII – AMENDMENT

A member may propose an amendment to the Bylaws & Code of Ethics by sending a copy of the suggested change to each member of the 20 group, to SBM, and to the group’s facilitator at least 30 days prior to the 20 group meeting at which the change will be considered. Generally, changes that eliminate or lessen the existing provisions will not be considered. A suggested change must be accepted by a two-thirds vote of those 20 group members present. The 20 group is then to forward the proposed amendment to SBM. Actual amendment of these Bylaws shall be by action of SBM only.

Specific group policies will be maintained in addition to these bylaws. All group policy is subject to approval by SBM.