TRI-BORO AREA CHAMBER OF COMMERCE, INC. (REVISED 11/13/90)
ARTICLE I - NAME AND PURPOSE
Section 1 - Name
This organization shall be known as the "Tri-Boro Area Chamber of Commerce, Inc." hereinafter called the "Chamber", a not for profit Corporation organized under the laws of the State of New Jersey.
Section 2 - Seal
The organization shall have a seal which shall be in the following form:
Section 3 - Purpose
The Chamber is organized to provide a forum for business people and interested individuals to communicate and work together for common goals to promote business, for charitable, patriotic and public spirited purposes in and around Bloomingdale, Butler, Kinnelon and Riverdale, New Jersey and to undertake such activities as will advance these purposes. This Corporation is organized and operated exclusively for non-profit and charitable purposes, and no part of any net earnings shall inure to the benefit of any member, officer, trustee, or shareholder.
ARTICLE II -MEMBERSHIP
Section 1 - Eligibility
Membership in this Chamber is open to all professional and commercial enterprises doing business in and around the Boroughs of Bloomingdale, Butler, Kinnelon, and Riverdale. Membership is open to interested individuals who are residents of these same Boroughs. No civic or service groups as a group, other than recognized businesses, may hold a membership. Members shall enjoy all the rights and privileges of the
Chamber, including the right to vote.
Section 2 - Application
Application for membership shall be submitted in writing to the Secretary of the Chamber on the form provided by the Chamber. Dues are payable with the application, and upon acceptance will be applied towards the current year's dues. All applications approved after the October 1of the current year will be considered to have fully paid dues for the current year and the next fiscal year as well.
Section 3 -Admission
A. The secretary shall advise the membership of the submission of an application for membership at the next general meeting following the submission of the application. By majority vote the membership shall approve or reject the application.
B. When an application has been approved, the Secretary shall advise the new member of their acceptance into the chamber. If the application was rejected, the Secretary will refund the dues to the applicant.
Section 4 -Annual Dues
Annual dues will be as fixed from time to time by a majority vote of the Board of Trustees. Annual dues are payable on January 1st of each calendar year, due by February 1st.
Section 5 - Suspension and Expulsion
At the March meeting, the Treasurer shall report to the President the names of all members who have not made payment of dues. Said delinquent members shall be notified in writing by the Treasurer within five (5) days after the meeting of the delinquency.
At the April meeting, the Treasurer will again report the delinquencies. At that time, the Board of Trustees shall take appropriate action which may include suspension of the delinquent member (s) from the organization.
If any member is charged in writing with conduct injurious to the order, peace, interest or welfare. of the Chamber or at a variance with its By-Laws or rules, the Board of Trustees shall inform that member, through the Secretary, in writing, furnishing him with a copy of such charge, and giving him at least thirty (30) days notice to respond to the Board to answer thereto. -
If upon inquiry and hearing, the Board of Trustees shall be satisfied with the truth of the charge, they may recommend to the membership the censure, suspension or expulsion of such member. No member may be recommended for censure, suspension or expulsion except upon vote of two thirds of the Board of Trustees. ( A quorum must be present at this type of action). The member in question shall be notified of the recommendation of the Board and the fact that the attending membership at the next general meeting will vote to act upon this recommendation.
At the subsequent general meeting, a representative of the Board of Trustees shall report to the general membership their recommendations. By majority vote, the attending membership shall approve or reject the recommendations of the Board of Trustees. (a quorum must be present at this meeting). The member in question shall be afforded the opportunity to publicly appeal, at the next general meeting, the recommendation of the Board of Trustees.
The Secretary shall notify the member of the action of the membership. Membership shall be notified formally in the newsletter following the general meeting.
There shall be no refund of dues or other monies to any expelled member.
The resignation of a member shall be submitted to the Secretary who shall refer it to the membership for acceptance at the next general meeting. There shall be no refund of dues or other monies upon resignation except as shall be directed by the President and approved by a majority of the membership attending the general
Section 6 -Reinstatement
A member who has resigned or who has been suspended for non payment of dues or other indebtedness may be reinstated upon re-application. The re-application shall be treated under the same procedures as an application for new membership, except that all prior indebtedness to the Chamber (as in the case of suspension and expulsion for non-payment of dues ) shall be satisfied before re-admission to membership.
ARTICLE III- OFFICERS AND TRUSTEES
Section I -Officers of the Chamber
The officers of the Chamber shall be President, Vice President, Secretary, and Treasurer. The term of each office shall be one (1) year.
A. Duties of Officers
The president shall preside at all general membership meetings and at all meetings of the Board of Trustees. The President shall have the power to call special meetings of the general membership and/or of the Board of Trustees. The President shall fill any vacancy in any office or on the Board of Trustees by the appointment of any qualified member to fill such vacancy subject to the approval by a majority of the membership in attendance at the next general meeting following the occurrence of the vacancy.
Subject to the approval of any contracts or agreements by the general membership, the President shall make and execute same on behalf of the Chamber.
The president shall appoint all chairmen and members of standing and special committees. The President shall approve all bills before they are paid; he shall have general supervision and control over all officers and committees. The President shall perform all those duties which customarily pertain to the office of the President.
II -Vice President
The Vice President, in the absence or disability of the President shall exercise all the powers of President. He shall have such other duties and powers as the President from time to time may direct.
III - Secretary
The Secretary shall take the minutes of all general membership and Board of Trustees meetings and shall preserve such minutes in a book established for this purpose. At each general membership meeting, the Secretary shall read and offer for approval the minutes of all Board of Trustees and general membership meetings which have not been adopted by the membership. The Secretary shall receive applications for membership. The Secretary shall keep all records of the Chamber and deliver all records to his successor.
The Board of Trustees shall review records annually, decide which are of transitory value, and such material shall then be destroyed. The Secretary shall exercise supervision over the custody of Chamber documents.
The Secretary shall keep record of attendance of all members at meetings of the Chamber.
The Secretary shall send all notices and correspondence as directed by the President or other officers of the Chamber. The Secretary shall circulate the monthly newsletter and shall perform such duties as customarily pertain to this office.
The Treasurer shall receive and have custody of all funds, securities or other valuables of the Chamber.
The Treasurer shall maintain, in name of the Chamber, savings and/or checking accounts for the Chamber's funds. The Treasurer shall disburse the Chamber's funds for all just debts upon the approval of the President and the general membership at a regular or special meeting. He shall keep and preserve full, accurate and complete accounts of all monies received or paid by him and shall render a :financial statement upon request by the President or the Board of Trustees. He shall deliver all records to his successor and make all books and records
available to the Board of Trustees. The Treasurer shall perform all duties which customarily pertain to this office.
The Treasurer shall be bonded in a sum not less than $ 15,000 for the faithful performance of his duties.
The Chamber shall pay the premium on such bond.
Section 2 -THE BOARD OF TRUSTEES
Composition of the Board of Trustees
There shall be four (4) Trustees who comprise the Board of Trustees of the Chamber. The President shall be an e:xi officio member of the Board of Trustees but shall have no vote except to break a tie vote.
Term of Service of Trustees
The term of office for each Trustee shall be for two (2) years except for the initial Board of Trustees. The initial Board of Trustees shall be divided into two groups of two Trustees each, which shall be known as Class One and Two.
The term of Class One Trustees shall expire January, 1986; for Class Two Trustees shall expire January,
1987. Each year, commencing January, 1986, two Trustees shall be elected for two year terms of office to replace those Trustees whose terms have expired.
Duties of the Board of Trustees
The Board of Trustees shall make recommendations to the membership concerning the policies and programs of the Chamber. The President shall consult with the Board of Trustees concerning the business of the Chamber from time to time.
The Board of Trustees shall have the power to recommend the censure, suspension, expulsion or removal of any member or officer pursuant to the procedures set forth in these by-laws. The Board of Trustees may exercise such supervision over the offices of Secretary and Treasurer of the chamber as are set forth in these by laws.
The Board of Trustees will audit the :financial records of the Chamber annually and at such other times as the President, or any group of at least seven (7) members requests the same in writing directed to the Board. The Board of Trustees shall make a report of its findings upon completion of an audit in writing to the officers and members of the Chamber at the next general meeting following completion of the audit.
Section 3 -THE OFFICE OF PAST PRESIDENT
A. Definition of Office
Upon the commencement of a term of a new President, the immediately outgoing President shall serve in the capacity of "Past President". The term of office of the "Past President" shall be one year.
While serving in the capacity of "Past President", that person shall not serve as a Trustee or Officer of the Chamber.
B. Duties of Past President
The Past President shall have the power to make recommendations to the membership concerning the policies of the Chamber and shall be available to render advice, assistance and counsel to the new officers, Board of Trustees and to the Chamber.
Section 4 - QUALIFICATIONS FOR ELECTION
The candidates for all elected positions shall be members in good standing prior to nomination. The candidates must have attended a minimum of fifty percent of the regular membership meetings during the twelve months immediately preceding nomination.
No person shall be nominated or elected as an officer or a Trustee of the Chamber if that person is an elected or appointed official of the Borough of Bloomingdale, Butler, Kinnelon or Riverdale, or a member of any Board or Agency in any of these Boroughs.
Section 5 - COMPENSATION
All officers and Trustees shall serve without financial consideration for duties performed. However, officers or members may be reimbursed for reasonable out of pocket expenses incurred by that individual on behalf or in connection with the business of the Chamber.
ARTICLE IV -NOMINATION AND ELECTION OF OFFICERS
Section 1 - Nominations
Nominations shall be made by the Nominating Committee of the Chamber.
The President shall appoint a nominating committee of three (3) members at the general meeting in September.
The nominating committee shall meet and select candidates for each office and the Board of Trustees.
The committee shall notify all members in writing of the proposed candidates not less than ten (10) days prior to the general meeting for the month of October. At the October meeting, members may nominate additional candidates for each office.
No person shall be nominated for more than one office or position.
The nominating committee shall advise the membership in writing of all the candidates nominated for each office not later than ten (10) days prior to the annual meeting.
Section 2 - Elections of Officers and Trustees
Elections shall take place at the annual meeting of the Chamber.
The election shall be conducted by the Election Committee which shall prepare and distribute ballots to the membership, conduct the election, receive and count all ballots. The election committee shall be the judge of the validity of all votes.
The election committee may allow voting by absentee ballot, provided all absentee ballots are delivered to a representative of the committee prior to the commencement of the meeting.
A candidate must receive a majority of the votes cast for election to any office; except that the positions open on the Board of Trustees shall be filled by those persons receiving the greatest number of votes of all candidates for the Board of Trustees.
Cumulative voting shall not be permitted.
ARTICLE V - MEETINGS
Section 1-Regular General Meetings (Revised 11/13/90)
This Chamber shall hold regular meetings once each month as designated by the Board of Trustees or by the General Membership.
Section 2 - Quorum (revised 11/10/86)
At any general membership meeting, the presence of seven or more members in good standing (including Officers or Trustees) shall constitute a quorum.
Section 3 - Special Meetings
Special meetings may be called by the President for cause. The President shall call a special meeting of the Chamber upon receipt of a written request signed by at least five (5) members in good standing and directed to him or the Secretary.
Written notice of all special meetings must be given to the membership at least five (5) days prior to the date of the proposed special meeting stating the purpose, date and time of the special meetings.
Section 4 - Board of Trustees Meetings
A. The Board of Trustees shall hold regular meetings as designated by the President. The Board shall hold at least two meetings per annum.
B. The transaction of business requires the presence of a quorum consisting of at least two (2) Trustees and the President '(or Vice President in the President's absence).
C. Special meetings of the Board of Trustees may be called by the President or at the written request of three (3) members of the Board. Five days notice shall be given to all members of the Board prior to the date of the proposed meeting stating the date, time and purpose of the meeting.
Section 5 -Annual Meeting
The annual meeting of the Tri-Boro Area Chamber of Commerce, Inc. shall take place at the regular monthly meeting in November of each year unless otherwise designated by the membership.
ARTICLE VI- ORDER OF BUSINESS
Section 1- General Membership Meeting
Unless otherwise directed by the Presiding Officer or the Board of Trustees, the order of business for a general membership meeting shall be as follows: .
1. Call to order by the Presiding Officer.
2. Roll call of Officers
3. Applications for membership (where applicable)
4. Reading of the minutes, Board of Trustees' Meeting.
5. Reading of minutes, General Meeting.
6. Report of the Treasurer.
7. Bills and communications.
8. Reports of committees.
9. Old Business.
10. New Business.
12. Program or lecture.
Section 2 - Board of Trustees Meeting
Unless otherwise directed by the Presiding Officer or agreed upon by the Trustees, the order shall be as follows:
1. Call to order by Presiding Officer and Roll call.
2. Minutes of previous meeting by the Secretary.
3. Treasurer's report as required.
4. Committee reports.
6. New business.
Section 3 - Special Meeting
The order of business of a special meeting of the Chamber or the Board of Trustees shall be exclusively limited to the purpose for which the meeting has been called.
Section 4 - Procedural Questions, points of Order, etc.
Robert's Rules of Order, Revised, shall be followed unless they conflict with these By-laws.
ARTICLE VII - VOTING
Any member in good standing, shall be entitled to vote and each member shall be entitled to vote one vote per professional or commercial enterprise. Any matter submitted to the membership for approval shall be decided by the majority vote of the members present and voting, except as otherwise provided herein.
ARTICLE VIII - METHOD OF PAYMENT OF BILLS
Section 1 - Approval of Payment by Membership
All bills shall be submitted to the membership at a general meeting for approval of payment.
Section 2 - Execution of Checks, etc.
All checks and withdrawal orders shall be signed by the President, or in his absence, the Vice President, and the Treasurer.
Section 3 - Emergency Disbursement of Funds
In the event of an emergency need for disbursement of funds, prior to a general meeting, a Committee Chairman may submit a request in writing to the President. Such request shall state the specific sum requested and the purpose for which it is required. If the President determines the need for the emergency issuance of funds, he shall approve payment of same in writing. The Treasurer shall then disburse such funds.
The Treasurer shall not disburse funds under this section in excess of $ 500.00 in any month.
ARTICLE IX - DISSOLUTION OF THE CORPORATION
In accordance with the laws of the State of New Jersey.
ARTICLE X - AMMENDMENT (Revised 11/10/86)
The By-Laws may be amended upon vote of the majority of members in good standing. All proposed amendments must be submitted to the membership, in writing, at least five (5) business days prior to any vote. Absentee ballots may be submitted provided that they are received prior to the commencement of the meeting at which voting will take place.
ARTICLE XI - COMMITTEES
Section 1 - Standing Committees
The following are the standard committees of the Chamber:
a. Membership Committee
b. Good and Welfare Committee
c. Scholarship Committee
d. Nomination Committee
e. Election Committee
f. Arbitration Committee
Section 2 - Duties of Committees
The standing committees shall perform the following duties:
A. Membership Committee -This committee shall work to increase attendance at meetings and conduct all membership drives.
B. Nominating Committee -The purpose and duty of the Nominating Committee is to nominate candidates for the annual election of Officers and Trustees. The Committee shall meet within the times established by the by-laws and deliberate as to the best members for the offices to be filled. In selection of candidates, the members shall set aside all personal considerations and select candidates based only upon the good of the organization.
C. Election Committee -This Committee shall conduct all elections for Officers and Trustees of the Chamber in accordance with the procedures set fourth herein.
D. Good and Welfare Committee -This Committee is to make every effort to be aware of the death or illness of the members of the Chamber and of persons closely related to members of the Chamber. The Committee shall take such action as it deems appropriate upon learning of such illness or death. The Committee shall be available at all times to assist any member in distress
E. Scholarship Committee -This Committee shall prepare, distribute and review applications for college scholarships for qualified students from Bloomingdale, Butler, Kinnelon and Riverdale who are area residents. The Committee shall award such scholarships based upon the academic ability, leadership and financial need of the applicants.
F. Arbitration Committee -The President shall appoint an Arbitration Committee consisting of three members: a member of the Board of Trustees; a general member; and the President of the Chamber. The general member shall serve as Chairman of the Committee. In the event the Board of Trustees requests the removal of the President from office, then the Vice President shall serve in the position allotted to the President. In the event the Board of Trustees requests the removal of any officer from his position, the Board shall notify the Chairman of this Committee. The Committee shall notify the officer of the charge and offer the officer an opportunity to be heard. If the Committee is satisfied that cause for removal exists, it shall so advise that member in writing. The membership shall then approve or disapprove the findings of the Committee. If the findings of the Committee are approved, the officer shall be removed from office.
Section 3 - Special Committees
The President may appoint such special committees as he deems necessary to the proper functioning of the Chamber.