By-Laws 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.
Section 2. Purpose
The Association is organized for the purpose of promoting the welfare of all residents of the area, following always those policies intended to accomplish the greatest good for the greater number. More specifically:
To advance the economic, industrial, professional, civic and cultural welfare of the area.
To support all those activities believed to be beneficial to the community and area.
To oppose those things which may be detrimental.
Section 3. Partisan Politics
The Association is interested in local, state, and national issues but is not concerned with partisan politics, political administrations 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.
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. No sole proprietor or representative of a business entity shall be eligible if convicted of a crime or felony.
Section 2. Election
Application for membership shall be in writing on the form specified. Applications will be submitted to the Chamber office. Membership will begin upon payment of the prescribed membership investment.
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.
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
Every member of the Chamber in good standing is entitled to one vote in any election or meeting. 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. 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. In the event of the death of a member, the Board of Directors shall cancel their membership and estate is responsible to return Chamber property.
(b) Expulsion- Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after ninety (90) days from the date due unless otherwise extended for good cause. Any member whether a business entity or an authorized representative of an entity which is a member may be expelled by a two-thirds vote by the Board of Directors at a regular scheduled meeting thereof for conduct as determined in the sole discretion of the Board of Directors unbecoming a member or prejudicial to the aims or repute of the Association, after notice and opportunity for a hearing are afforded the member complained against.
ARTICLE III- MEETINGS
Section 1. Board of Directors
(a) At the July 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 September, the proposed budget for the upcoming year shall be presented.
(d) There shall be no less than ten (10) regular meetings of the Board of Directors held on the second Tuesday of each month at a time and place to be designated unless the Board shall set some other day during the month for such meeting. The President or any (9) Directors shall be authorized to call any other meeting upon two (2) days notice to all Directors. Any six (6) or ⅟₂ the number of Directors, whichever is less, shall constitute a quorum.
Section 2. Membership Meetings
(a) In each year there shall be at least three membership meetings. One of such meetings shall be held in June of each year at which time the election of Directors for the succeeding year beginning October 1 shall take place. A membership meeting of the Association will be held in January and November and may be called by the President at any time or upon the petition, in writing, 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. Ten (10) percent of the members in good standing shall constitute a legal quorum for all action unless otherwise provided in the By-Laws.
(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 October meeting, the new executive officers elected to the Board of Directors shall be 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.
Section 4. Orientation
Annually, every member of the Board of Directors shall participate in an Orientation Program outlining their respective duties prior to assuming their respective duties.
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 , in a rotation of 3 years, in which 4 members shall be elected annually for a term of three years for the first two years then the third year 5 members shall be elected annually for a term of three years.
(b) The President shall have the power to fill all vacancies on the Board by direct appointment of a replacement to fill the remaining term.
(c) The Executive Board and/or Committee Chairs shall submit at its annual State of the Chamber meeting held in November, a full report of the work and finances of the organization.
(d) An Executive Committee consisting of the elected officers of the Chamber shall submit business affairs of the Chamber to the Board of Directors for discussion and then have full power to act on decisions made by the board, in order to expedite the progress of the Chamber.
Section 2. Composition
As near as practicable, the thirteen (13) member Board of Directors shall have balanced representation from retail, industrial, construction, professional services,
area.Section 3. Nomination and Election
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 one current board member and two general members. The Nomination Committee shall place in nomination 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) The President(s) shall mail notice of the election meeting approximately ten (10) day prior to said meeting, to each member, together with the list of nominees selected by the Nominating Committee. Election of the Directors shall take place at the June meeting. At the Election Meeting, nominations for Directors 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 the first regular board meeting in October, the start of the next fiscal year.
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 Office Administrator shall prepare for the Inspector of the election, a list of all members entitled to vote.
(b) The Board shall declare vacant the seat of any member of the Board who shall absent himself /herself from three consecutive regular meeting, except under unusual circumstances.
Section 5. Office Administrator
The Vice President of Administration, with a secondary interview and the approval of the Executive Board member shall employ an Office Administrator. The compensation of the Office Administrator shall be determined by the Board of Directors and he/she shall serve at the pleasure of the Board.
(a) Evaluation fo Office Administrator There shall be an evaluation of the Office Administrator on the person’s year anniversary month to determine the compensation for the next fiscal year. The Vice President shall administer the evaluation to the Office Administrator. The President, Vice President and Chair of Finance Committee shall serve as the evaluation committee to hold an evaluation meeting, access the outcome of the evaluation and then bring their recommendation to the Board of Directors for a full vote.
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 July 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, Vice President (s), if more than one, Secretary and Treasurer. The Nomination Committee shall present these names in written form to the President prior to the first meeting in September.
Section 2. Election
(a) At the first meeting of the Board of Directors held in October, the Directors shall elect as officers for the ensuing year, a President, one or more Vice Presidents (if more than one, to be designated as 1ѕt V.P., 2nd V.P., Etc.) a Secretary and Treasurer. All of the said officers must be members of the Board of Directors.
(b) A member who serves a position for six (6) months or longer will be considered to have served one full year of the current 3 year term.
Section 3. Duties of the Officers
(a) The President(co-presidents) shall be the head of the Chamber of Commerce. He /She (they) shall preside at all meetings of the Chamber and Board of Directors, appoint all committees and be an ex-officio member of all committees. He / She (they) shall at the annual meeting of the Chamber, and at such other times as he/she may deem proper, submit to the membership of the Board such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber. With the approval of the Board, he/she 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 three officers named (President or 1st or 2nd Vice President) a member of the Board of Directors shall be chosen by the Board to act temporarily. In the event of any other Executive Director is absent or becomes disable the President shall appoint another Executive Board member to act temporarily in this place.
The Vice President of Administration shall engage, discharge and have supervision over all employees including fixing their duties and compensations with the approval of the Executive Committee and in accordance with policies and practices approved by the Board of Directors. Annually, the Vice President of Administration with the President and Chair of the Finance Committee shall make an appraisal of the Office Administrator’s performance in keeping with the job description and official duties through an evaluation process.
(c) The Treasurer shall supervise the general financial affairs of the Chamber, including the receipt and disbursement of the funds of the Chamber. All disbursements shall be made by check which shall be signed 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 Office Administrator up to $30,000. The Treasurer shall be considered as ex-officio chairman of the Finance and Budget committee of the Chamber.
(d) The Secretary shall be responsible for 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. He / She shall certify to the signature of officers and two copies of the resolution passed by the Board of Directors.
(e) The Office Administrator shall be charged with the general supervision and management of the office and business affairs of the organization. He / She shall perform the duties requested by the Board of Directors, act as agent for service of process and shall conduct the correspondence, preserve the records, documents, and communications, maintain an accurate record of proceedings of the Association and the Board of Directors meetings.
Section 4. Executive Committee
The Executive Committee shall consist of the President(s), Vice Presidents, Treasurer, Secretary, and the Immediate Past President. The Executive Committee shall act for the Board of Directors between regular meetings of the Board or in the absence of a quorum thereof. An exception is made regarding amendments to the By-Laws as stated in Article Amendment Section 2.
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 by-laws. 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.
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 the 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 and the signature of its President and Executive Vice President, 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 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 (nor any representative thereof) shall contract any debt on its behalf, which shall 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 by-laws may be amended.
Any Division shall be suspended or dissolved by the Board of Directors for any action contrary to the charter of by-laws of the Association. All Divisions of the Association shall submit reports of their action and condition to the Directors of the Association upon request.
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 requirement are met.
(b) At the September 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.
ARTICLE VII- FINANCES
Section 1. Funds
All money paid to the Association shall be placed in a general operating fund. Funds unused at year-end, less three (3) months estimated operation expenses, will be placed in a reserve account to be used at the discretion of the board to further the purpose of the Association.
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, or other instrument of payment as approved by the Board of Directors. Checks must be signed by 2 members of 4 members of the Board of Directors. Two members of the 4 must be on the Executive Board.
The President may authorize purchases by charge in the amount of $0.01 up to $400.00 in one month without prior approval from the Board. For all purchases by charge that exceed $400.00, the President shall notify the Executive Board members by email and must receive approval from the Treasurer for such purchases.
Section 3. Fiscal Year
The Fiscal year of the Association shall close on September 30th.
Section 4. Petty Cash
A petty cash fund of $100.00 may be authorized by the Board of Directors to be used in the usual course of business which shall be maintained under the supervision of the Office Administrator and replenished and accounted for as provided for the Board.
ARTICLE VIII- PARLIMENTARY PROCEDURES & SEAL
The proceeding of the Association shall be governed by and conducted according to the latest rules of Robert’s Rules of Order as revised.
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 By-Laws shall first receive the approval of the Board of Directors.
Section 2. Revisions
These by-laws 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 proper notice has been given to the entire membership and a quorum is present.
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.
Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the country 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.
Exhibit A: Important Dates Summary
January General Membership
February Appoint Nominating Committee for Board of Directors vacancies
March Nominating Committee has to: send out letters requesting nominees
April Nomination Committee presents nominees in writing to Presidents(s)
May Board of Directors approves slate of candidates
President must give 10 day public notice prior to Installation of nominees
June Installation of New Board of Directors and General Membership Meeting
Executive Nominating committee and its chair appointed by president
July Committee annual reports due at Board meeting.
Appointing of committees
Executive Nominating Committee submits slate to committee chair
August Board of Directors elect exec board officers
September Orientation of all Board members to be completed at the workshop meeting.
revised July 2017