Bylaws of Matawan-Aberdeen Chamber of Commerce, Inc.
A Corporation Not-for-Profit
ARTICLE I – GENERAL
Section 1. Name
This organization is incorporated under the laws of the State of New Jersey and shall be known
as the Matawan Aberdeen Chamber of Commerce, Inc., hereafter and sometimes referred to as
the Association. The Association is incorporated as a nonprofit corporation under the New Jersey
Nonprofit Corporation Act and (N.J.S.A. 15A:1-1 et seq.) and shall be operated as a tax-exempt
business league in compliance with Section 501(c)(6) of the Internal Revenue Code of 1986, as
amended.
Section 2. Purpose
The Association is organized for the purpose of promoting a strong business community with
mutual benefits for the residents of the area, always following those policies intended to
accomplish the greatest good for the greater number. The Association’s mission is to promote,
support, and advance the economic, industrial, professional, civic, and cultural interests of the
Matawan–Aberdeen community. In carrying out its mission, the Association strives to enhance
community wellbeing, economic opportunity, and an inclusive business environment that
welcomes participation from individuals and organizations of all backgrounds. The Association
may support activities believed to be beneficial to the business community and oppose activities
deemed detrimental, provided such actions remain consistent with its 501(c)(6) purpose.
Section 3. Partisan Politics
The Association is interested in local, state, and national issues but is not concerned with partisan
politics, political administration or personalities in its approval or disapproval of issues of
importance to the area in which it serves. The Association shall not support or endorse any
candidate for public office. The Association may engage in advocacy related to matters affecting
the business community, provided such activity complies with Section 501(c)(6) of the Internal
Revenue Code and does not constitute endorsement of any political candidate or party.
Section 4. Profit
The Association shall discharge its obligations to the community without profit to the
organization and in cooperative action on all public matters.
ARTICLE II — MEMBERSHIP
Section 1. Eligibility
Any reputable sole proprietor, business firm, association, corporation, partnership, or its
authorized representative having an interest in the above objective shall be eligible for
membership. Individuals or business entities shall not be eligible for membership if the sole
proprietor, owner, or designated representative has been convicted of a felony or any crime
involving fraud, dishonesty, financial misconduct, or offenses directly related to business
integrity, unless the Board of Directors determines—by majority vote—that sufficient evidence
of rehabilitation or mitigating circumstances exists.
Section 2. Application for Membership
Application for membership shall be in writing on the form specified or electronically via BoardApproved online platform. Applications will be submitted to the Chamber office. Both electronic
and physical applications will contain an indemnity clause to which the applicant agrees upon
submission of the application. Membership will begin upon payment of the prescribed
membership investment. Digital payment of dues and fees shall be permitted and treated as
equivalent to physical submission.
Upon acceptance, the Chamber will make available a clear description of benefits, services, and
membership rights to ensure transparency.
Section 3. Dues – Payments
Membership dues shall be at such a rate or rates, as prescribed by the Board of Directors,
payable annually as the Board shall prescribe. Any member joining during any fiscal year shall
pay dues on the anniversary of the membership annually as prescribed by the Board. Members
shall be entitled to all the rights and privileges of membership. The Chamber may issue invoices
and accept payments electronically. Failure to receive an invoice does not relieve a member of
the obligation to pay dues.
Section 4. Exercise of Privileges
Any reputable sole proprietor, business firm, association, corporation, partnership, or its
authorized representative holding membership may nominate individuals who they desire to
exercise the privileges of the Board of Directors.
Section 5. Voting
Business entities may exercise multiple memberships by designating executives as members of
the Chamber to represent the entity in voting situations and on project committees. The members
of such designated, or assigned membership, shall be based upon the multiple of the individual
minimum base membership or dues investment and shall in no event exceed three (3) in number
for each firm. No voting by proxy shall be permitted.
Section 6. Code of Conduct
Members of the Chamber are expected to conduct themselves in a professional, ethical, and
respectful manner and to uphold the reputation, integrity, and mission of the Chamber. Members
shall not engage in conduct that is unlawful, unethical, discriminatory, threatening, harassing, or
otherwise harmful to the Chamber or its members.
(a) Complaints Against Members
Any member may submit a complaint concerning the conduct of another member
when such conduct is alleged to be harmful to the member, the reputation of the Chamber, or
inconsistent with the Chamber’s mission.
All complaints shall be submitted to the Board of Directors and shall identify the conduct, giving
rise to the complaint and the basis for the allegation. The Board, or a committee designated by
the Board, shall review the complaint to determine whether further action is warranted.
If the Board determines that further action is warranted, it shall provide the member against
whom the complaint was made with written notice of the complaint and an opportunity to
respond. The Board or its designated committee may request additional information from the
complainant, the member against whom the complaint was made, or other individuals with
relevant information.
The Board or its designated committee shall review the information presented and may take such
action as it deems appropriate, including dismissing the complaint, issuing a warning, requiring
corrective action, suspending membership privileges, or recommending expulsion in accordance
with Section (c), Expulsion.
The Board shall handle complaints in a fair and impartial manner. A member who has submitted
a complaint, or who is the subject of a complaint, shall not participate in the Board’s deliberation
or vote concerning disciplinary action when doing so would create a conflict of interest.
The Chamber shall not be obligated to investigate complaints that involve solely private disputes,
contractual matters, or other matters unrelated to the member’s participation in or representation
of the Chamber.
Section 7. Termination
(a) Resignation
Any member, upon written request addressed to the Board of Directors, may resign from the
Chamber upon return of all Chamber property. Resignations may also be submitted
electronically. In the event of the death of a member, the Board of Directors shall cancel their
membership, and their estate is responsible to return Chamber property. Membership dues
already paid are non-refundable.
(b) Expulsion
Any member shall be expelled for non-payment of dues. Dues are payable on the last day of the
month with notice given on the first of that month. After ninety (90) days of reminders, if dues
are still unpaid, membership will be considered lapsed and that individual or business entity will
no longer have the rights and benefits of membership.
Any member, whether an individual, business entity, or its designated representative, may be
expelled for conduct deemed unbecoming, unethical, harmful to the reputation of the Chamber,
or inconsistent with its mission. Expulsion requires a two-thirds vote of the Board of Directors at
a regularly scheduled meeting. Before expulsion, the member shall be provided:
• written notice outlining the reasons for proposed expulsion;
• at least ten (10) days to submit a written response; and
• the opportunity to appear before the Board or a designated committee for a fair hearing.
The Board's decision after such due process shall be final.
ARTICLE III- MEETINGS
Section 1. Board of Directors
(a) At the September meeting of the Board of Directors the annual reports of officers and
committees for the past year shall be presented.
(b) All committees for the upcoming year shall be appointed at that time.
(c) In November, the proposed budget for the upcoming year shall be presented.
(d) The Board of Directors shall hold regular meetings, generally monthly, on the second
Tuesday of each month, unless otherwise set by the Board. A minimum of ten (10) regular
meetings per calendar year is required. Meetings may be held in-person, virtually, or in a hybrid
format at the discretion of the Board. The President or any nine (9) Directors may call a special
meeting upon at least two (2) days’ notice, provided electronically or in writing, to all Directors.
A quorum shall consist of one-half (½) of the Directors then serving, but not fewer than five (5).
Directors attending virtually shall count toward a quorum.
Section 2. Membership Meetings
(a) In each year there shall be at least one membership meeting. One such meeting shall be held
in April of each year at which time the presentations of Directors for the current year having
begun January 1, shall take place. A membership meeting of the Association may be called by the
President at any time or upon the petition, written or electronic, of any ten (10) members in good
standing. Notice of all membership meetings shall be sent to each member approximately ten
(10) days prior to such meeting. Electronic Notice is Permitted. Ten (10) percent of the members
in good standing shall constitute a legal quorum for all action unless otherwise provided in the
bylaws. Members participating virtually shall count toward a quorum.
(b) In addition, the President may schedule workshops, social functions, or other activities, with
the approval of the Board of Directors. These events will not be considered general meetings.
(c) At the annual Awards Dinner, typically held in June, the newly elected board members shall
be formally installed.
Section 3. Executive Committee
The Executive Committee shall meet on the call of the President(s), or, in his/her (their)absence,
on the call of the Vice President(s). Such meetings may be held in-person, virtually, or in hybrid
format.
Section 4. Orientation
Every member of the Board of Directors shall complete an annual orientation program, delivered
in-person or virtually, outlining their duties, responsibilities, and governance expectations.
Orientation must be completed prior to or immediately upon assuming office.
ARTICLE IV – BOARD OF DIRECTORS
Section 1. Duties & Powers
(a) The government of the Chamber, the direction of its work, the responsibility for adequate
financing, and the control of its property shall be vested in a Board of Directors consisting of
thirteen (13) Members shall be elected in a three-year rotation. In the first two years, four
members shall be elected annually for a term of three years. In the third year, five members shall
be elected annually for a term of three years. Directors shall serve staggered three-year terms to
ensure continuity of governance. The Board may set the total number of Directors by resolution.
(b) The President shall have the power to fill any vacancies on the Board by direct appointment
of a replacement to fill the remaining term.
(c) The Executive Committee, Officers, and Committee Chairs shall submit at its annual State of
the Chamber meeting a full report on the work and finances of the organization.
(d) An Executive Board consisting of the elected officers of the Chamber shall advise and
support the Board of Directors but shall not act in place of the Board unless expressly delegated
authority by Board resolution.
(e) Directors owe fiduciary duties of care, loyalty, and obedience to the Chamber. They shall act
in good faith, with the diligence a reasonable person would exercise, and in a manner consistent
with the Chamber’s mission and governing documents.
(f) The required officers of the Chamber shall include a President(s), Vice President(s),
Secretary, and Treasurer. Additional officers may be created by Board resolution.
(g) The Chamber encourages diversity, equity, inclusion, and community wellness in its
governance and activities.
(h) The Board shall declare vacant the seat of any member of the Board who shall absent himself
/herself from three consecutive regular meetings, except under unusual circumstances.
Section 2. Composition
As near as practicable, the Board of Directors shall have balanced representation from retail,
industrial, construction, professional services, and other sectors reflective of the Matawan–
Aberdeen community.
Section 3. Nomination and Election
(a) By the end of February, the President, with the approval of the Board of Directors shall
appoint a nominating committee of three members. The committee shall be made up of two
current board members and one general member. The Nomination Committee shall nominate at
least one nominee for each vacancy occurring on the Board of Directors. Nominees are to be
chosen so as to maintain as near as practical, the composition of the Board as provided in Article
IV, Section 2.
(b) It shall be the duty of the Nominating Committee to interview each of the candidates thus
selected prior to placing their names on the ballot and to secure their pledge and file a list of such
nominees recommended by the Board of Directors no later than May 1.
(c) At the April General Meeting, additional nominations may be made from the floor by the
general membership and placed on the ballot together with nominees selected by the Nominating
Committee. Those Directors elected shall take office at the first regular board meeting in July.
Section 4. Supervision of Election
(a) The President(s) shall appoint from active members who are not members of the Board of
Directors or candidates for election as such one (1) inspector of elections whose duty it shall be
to conduct and supervise the election. The Executive Director shall prepare for the Inspector of
the election a list of the members who will be voting. Voting can be done by electronic means.
Section 5. Executive Director
The Executive Director shall be hired by the Vice President of Administration, subject to the
approval of the Executive Board. The Executive Director shall serve at the pleasure of the Board
of Directors and may be disciplined or terminated by the Board of Directors at any time, with or
without cause.
The compensation of the Executive Director shall be determined and approved by the Board of
Directors.
(a) Evaluation of Executive Director and office staff. There shall be an evaluation of the
Executive Director and staff at the beginning of the fiscal year to determine the compensation for
the year. The Vice President shall administer the evaluation to the Executive Director. The
President, Vice President, and Chair of the Finance Committee shall serve as the evaluation
committee to hold an evaluation meeting, assess the outcome of the evaluation, and then bring
their recommendation to the Board of Directors for a full vote.
Section 6. Legal Review
All amendments to this Article and all governance policies related to Board duties, elections, or
officers shall be subject to review by legal counsel to ensure compliance with New Jersey law
and IRS requirements applicable to 501(c)(6) organizations.
ARTICLE V – OFFICERS
Section 1. Executive Nominating Committee
The current President(s) shall select three (3) members of the Board of Directors to serve as the
Executive Nomination Committee at the August monthly Board of Directors Meeting. The
committee shall be provided with a list of the Directors for the ensuing year and request them to
select and gain consent to serve as President(s), Vice President(s), if more than one, Secretary
and Treasurer. The Nomination Committee shall present these names in written form to the
Executive Director prior to the first meeting in September. The Committee may also recommend
additional optional officer roles, including a Communications Officer or Wellness Officer,
subject to Board approval.
Section 2. Election
(a) At the November meeting of the Board of Directors, the Directors shall elect as officers for
the ensuing calendar year, a President, or Co-Presidents, one or more Vice Presidents, a
Secretary, and Treasurer. All the said officers must be members of the Board of Directors.
Optional officers such as a Communications Officer or Wellness Officer may be elected if
previously approved by the Board.
(b) A member who serves a position for 9 months or longer shall be considered to have served
one full year of the current 3-year term.
Section 3. Duties of the Officers
(a) The President (or Co-Presidents) shall serve as the chief officer(s) of the Chamber of
Commerce. The President (or Co-Presidents) shall preside at all meetings of the Chamber and
the Board of Directors, appoint all committees, and serve as an ex officio member of all
committees. The President (or Co-Presidents) shall, at the annual meeting of the Chamber and at
such other times as deemed appropriate, submit matters and recommendations to the membership
and the Board that may promote the prosperity and increase the usefulness of the Chamber. With
the approval of the Board of Directors, the President (or Co-Presidents) shall sign all deeds,
contracts, and other instruments affecting the operation of the Chamber.
(b) A Vice-President shall act in the absence of the President; and in the absence or disability of
the officers named (President or Vice President) a member of the Board of Directors shall be
chosen by the Board to act temporarily. In the event the Executive Director is absent or becomes
disabled, the President shall appoint an Executive Committee member to act temporarily in their
place.
The Vice President of Administration shall supervise employees, including hiring and
discharging, and shall oversee their duties and compensation with the approval of the Executive
Committee, in accordance with policies approved by the Board of Directors. Annually, the Vice
President of Administration, President, and Chair of the Finance Committee shall conduct the
performance evaluation of the Executive Director. The Vice President of Administration shall
submit the biweekly staff hours for payroll.
(c) The Treasurer shall supervise the general financial affairs of the Chamber, including the
receipt and disbursement of funds. All disbursements shall be made by check, debit card, or
electronic payment which shall be signed/approved in a manner as determined from time to time
via the Board of Directors. At frequent intervals, the Treasurer shall make reports to the Board of
Directors. The Chamber shall have in place the Employee Dishonesty Rider, which shall cover
the Board of Directors and Executive Director up to $30,000. The Treasurer shall be considered
ex officio chairman of the Finance and Budget Committee. Should the Treasurer have an
occupational limitation to serve in a treasurer capacity by virtue of ethics or other professional
limitation, it shall be up to the Board to exempt the Treasurer from funds disbursement, check
signing ability, or any other process other than reporting and production of financial reports,
which would allow such an individual to take on the duties of Treasurer.
(d) The Secretary shall be responsible for taking accurate minutes of the meeting. He/She shall
see that all correspondence is answered, keep the roster of all members and officers, and see that
notices of meetings are mailed/emailed.
(e) The Executive Director shall report directly to and be supervised by the Vice President of
Administration, who shall be responsible for the Executive Director's ongoing direction.
Performance management, and annual evaluations will be conducted by the Vice President. The
Vice President shall provide regular reports to the Executive Board regarding the Executive
Director's performance and organizational operations.
The Executive Director shall be responsible for the day-to-day management and administration
of the organization and shall carry out the policies, directives, and goals established by the Board
of Directors. The Executive Director shall oversee the organization's office operations, business
affairs, records, correspondence, and administrative functions; maintain accurate records of all
meetings and proceedings of the Association and Board of Directors; serve as the Association's
agent for service of process; and perform such other duties as may be assigned by the Board of
Directors or the Vice President of Administration.
(f) Communications Officer (optional): If created, this officer shall manage public relations,
digital communications, branding, and outreach on behalf of the Chamber.
(g) Wellness Officer (optional): If created, this officer shall promote wellness, accessibility, and
supportive work practices within Chamber operations, events, and membership services.
ARTICLE VI – COMMITTEES AND SUB-DIVISIONS OF
THE CHAMBER
Section 1. Appointment and Authority
The President(s) shall appoint all committees subject to confirmation by the Board of Directors.
The Board shall authorize and define the powers and duties of all standing and special
committees except those committees whose functions are set forth in these bylaws. All
committees operate under authority delegated by the Board and shall exercise only those powers
explicitly assigned to them. In no event shall a committee exceed the term of the appointing
President. It shall be the function of the committee chair to report to the Board of Directors and
to carry on such activities as may be delegated to them by the Board.
A new standing committee, the Leadership, Wellness & Governance Committee, shall be
established to oversee board development, wellness initiatives, governance compliance, and
annual policy reviews.
Section 2. Limitation of Authority
No committee shall take or make public any formal action, or make public any resolution, or in
any way commit the Association on a question of policy without first receiving approval of the
Board of Directors. Special committees shall be discharged by the President when their work has
been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is
deemed wise to discontinue the Committee.
Section 3. Sub-Divisions of the Chamber
Any number of members who desire to be associated together as a group for the purpose of
promoting more effectively the special industry, business, profession, or activity in which they
are interested may form a Division of the Association.
The desire to form any Division shall be communicated to the Board of Directors in a petition
signed by not less than seven (7) individual member firms and if the Board of Directors shall
approve the formation of such a Division, it shall issue a certificate of organization signed by the
President and Executive Director, but such certificate shall not be issued until the Board of
Directors shall have approved all the purposes which it may adopt. The governing body of any
Division of the Association shall be termed a Division of the Executive Committee.
A Division of the organization may adopt such regulation it may consider necessary for its
conduct, but no regulations shall be adopted by any Division which shall in any way conflict
with the purposes and objectives of this Association and no Division or representative thereof
shall contract any debt on its behalf that would in any manner or in any extent render the
Association liable for the payment of the sum. No resolution or action of any Division shall be
binding upon or representation of the sense of the Association.
Any Division of this Association may be dissolved by the Directors upon petition of two-thirds
of the members of said Division at a meeting called for the purpose of considering dissolution
and may be dissolved by the Association in the same manner as these bylaws may be amended.
Any Division shall be suspended or dissolved by the Board of Directors for any action contrary
to the charter or bylaws of the Association. All Divisions of the Association shall submit reports
of their action and condition to the Directors of the Association upon request.
The Board shall conduct a periodic review of all Divisions to ensure continued relevance,
alignment with Chamber objectives, and compliance with current policies.
Section 4. Budget and Finance Committee
(a) A Budget and Finance Committee shall be appointed annually by the President. The
Committee shall from time to time advise the Board of Directors with respect to the financial
policies of the organization. They shall suggest ways and means of conserving revenues of the
Association. The Treasurer and the Budget and Finance Committee shall be responsible for
determining ways and means by which budget requirements are met.
The Committee shall also collaborate with the Leadership, Wellness & Governance Committee
to ensure fiscal practices comply with governance standards.
(b) At the November Board of Directors meeting, the Budget and Finance Committee shall
present a budget of estimated income and expenditures and submit it to the Board of Directors.
As passed by the Board, this budget shall serve as the appropriation measure for the Association.
No committee may exceed its appropriation without the prior consent of the Board.
Budget amendments, reallocations, or emergency expenditures shall require a majority vote of
the Board unless otherwise stated in these bylaws.
ARTICLE VII – FINANCES
Section 1. Funds
All money paid to the Association shall be placed in a general operating fund. Other accounts
and operation expenses may be established at the discretion of the board to further the purpose of
the Association. Electronic payments, digital deposits, and automated transfers may be utilized,
provided proper financial controls and dual-authorization procedures are followed.
Section 2. Disbursements
No obligation or expense shall be incurred, and no money shall be appropriated without prior
approval of the Board of Directors. Upon approval of the budget, the Treasurer is authorized to
make disbursements on account and expenses provided for in the budget without additional
approval from the Board of Directors. Disbursements shall be by check, charge, electronic
payment, ACH, or other instruments of payment as approved by the Board of Directors.
Checks must be signed by two authorized signers, selected from a pool of Board members which
shall consist of one Executive Board member approved annually by the Board of Directors. Dual
authorization shall also apply to electronic payments and ACH transactions.
The President may authorize purchases by charge or billable up to a cumulative monthly limit of
$400.00 without prior approval from the Board. For all purchases exceeding $400.00, the
President shall notify the Executive Board members by email and must receive approval from the
Treasurer for such purchases. Emergency expenditures beyond this threshold may be authorized
jointly by the President and Treasurer, with disclosure to the Board at the next regular meeting.
Section 3. Fiscal Year
The fiscal year of the Association shall follow the calendar year and run from January 1 to
December 31. An annual internal financial review shall be conducted by the Budget & Finance
Committee, and an external audit or independent financial examination may be commissioned at
the discretion of the Board of Directors at least once every three (3) years.
Section 4. Petty Cash
A petty cash fund of $200.00 may be authorized by the Board of Directors to be used in the usual
course of business and shall be maintained under the supervision of the Executive Director and
replenished and accounted for as provided by the Treasurer.
The petty cash fund shall be subject to periodic reconciliation and may be adjusted by the
Treasurer based on operational needs. The Executive Director is authorized to purchase supplies
as needed for the day-to-day operations via debit card and petty cash up to $100.00.
ARTICLE VIII – PARLIAMENTARY PROCEDURES & SEAL
Section 1. Authority
The proceedings of the Association shall be governed by and conducted according to the latest
rules of Robert’s Rules of Order, Newly Revised (current edition). A Parliamentarian may be
appointed by the President, with approval of the Board of Directors, to advise on procedural
consistency during all meetings.
Section 2. Seal
The seal of the Corporation shall be in the form affixed below.
ARTICLE IX – AMENDMENTS
Section 1. Approval
All proposed amendments to these bylaws shall first receive the approval of the Board of
Directors. A minimum notice period of fifteen (15) days shall be provided to all Directors prior
to any vote on proposed amendments.
Section 2. Revisions
These bylaws may be amended or altered by a three-quarters (3/4) vote of the Board of Directors
or by a two-thirds (2/3) vote of members present at any regular or special meeting of the
Association called for that purpose, provided that not less than fifteen (15) days’ written notice
of the proposed amendment has been given to the entire membership and a quorum is present.
The Board of Directors shall ensure that these bylaws undergo a legal review at least once every
three (3) years to confirm compliance with applicable laws and best practices.
ARTICLE X – DISSOLUTION
Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes
within the meaning of section 501(c)(6) of the Internal Revenue Code or corresponding section
of any future federal tax code, or shall be distributed to the federal government, or to a state or
local government, for a public purpose. Such distribution shall also comply with all applicable
provisions of New Jersey nonprofit corporation law to ensure lawful and proper disposition of
assets.
Any such assets not disposed of shall be disposed of by the Superior Court of New Jersey in the
county in which the principal office of the organization is then located, exclusively for such
purposes or to such organization or organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes. In carrying out dissolution, the
Association shall strive to preserve its legacy of service, ensuring that all remaining resources are
directed toward sustaining the long-term vitality, integrity, and mission-driven impact of the
regional business community.
Revised August 2026