CONSTITUTION AND BYLAWS OF THE THE BRADLEY BEACH CHAMBER OF COMMERCE, BRADLEY BEACH, NEW JERSEY

ARTICLE I – NAME

Section 1.

This organization is incorporated as a Non-Profit 501(C) (6) Corporation under the laws of the State of New Jersey and shall be known as Bradley Beach Chamber of Commerce (hereinafter “the Chamber”).

ARTICLE II – OBJECTIVES & TRADE AREAS

Section 1. Objectives:

The Chamber is organized to:
a) promote the welfare and interests of the commercial and professional activities of its trade area;
b) develop a unified public spirit and effort that will serve to make its trade area a better place in which to live and do business; and
c) promote the welfare and interests of the trade area in civic, social, educational, cultural and recreational matters.

Section 2. Trade Area:

The Chamber shall operate within the Borough of Bradley Beach. Nothing in these bylaws shall preclude the advertising of the Chamber or its membership outside of the Borough of Bradley Beach. Nothing in these bylaws shall preclude the Chamber from granting member status to any business or person not located solely within the Borough of Bradley Beach.

ARTICLE III – LIMITATION ON METHODS

Section 1.
a) The Chamber shall be non-partisan, non-sectional and non-sectarian.
b) The Chamber shall take no part in, or lend its support to, the election or appointment of any candidate for federal, state, county or local office.
c) The Chamber shall discharge its obligation to the community without profit to the organization and in cooperative action on all public matters.

ARTICLE IV – MEMBERSHIP & DUES

Section 1.

Any reputable person, firm, association, corporation, partnership, or governmental agency interested in the welfare of the Chamber shall be eligible for membership. Applications for membership shall be submitted to the Chamber office on the official Membership Application form, filled out and signed by an authorized representative of the applicant, said form shall be approved by the Board of Directors and Executive Officers from time to time.

Section 2. Dues for Membership:

The Board of Directors shall determine the annual dues for each member. Annual dues shall be payable upon submission of a membership application. Membership is for one complete year from date of application and payment of dues. Dues shall be refunded if the membership application is rejected. The Board of Directors may create classes of memberships if it becomes desirable.



Section 3. Delinquent Dues:

Any existing member who has not paid their dues by the 30th day after the end of the due month of each year shall be suspended from their membership until such time as their dues are paid in full. The Chamber at its election may send a reminder notice to the delinquent member.

If the member’s account is still unpaid at the expiration of three months and the member has not indicated a willingness to continue, the member shall receive a notice of termination and shall be asked to return any Chamber material currently in the member’s possession.

Nothing herein shall preclude the Board from making a reasonable exception to the above upon consideration of the following factors: Current business climate; years of membership; amount of money due and owing; late payments in the past; and any other such reasonable factors as the Board might consider. The Board must vote by a majority to make any exception to the payment of dues.

Section 4. Termination:

If a complaint is made that any member has violated the Chamber’s rules and regulations, or otherwise has disqualified him/her for membership, he/she may be terminated by a two-thirds vote of the Board members present after ten (10) days notice to the full Board of the purpose of the meeting. No member shall be terminated without being given ten (10) days notice of said meeting. At that meeting the member shall have an opportunity to be heard by the Board before a vote is taken. If the member fails to show up at the meeting, the Board may take that into account when rendering its decision.

Section 5. Resignation:

Any member of the Chamber may resign from membership upon written notice of thirty days or sooner, delivered to Chamber office and transferred to the Board of Directors. The member shall return all Chamber property. No membership dues will be refunded.

Section 6. Special Membership:

In their individual designated capacities, the Mayor, Borough Administrator, Municipal Clerk, Chief of Police and Superintendent of Schools shall be accorded all the rights and privileges of a regular member in good standing except the right to vote and run for office and shall not be required to pay dues.

The governmental bodies in local towns represented by the Chamber of Commerce that desire membership may designate two liaisons to the Chamber. They shall be accorded all the rights and privileges of a regular member in good standing except the right to vote and run for office and shall not be required to pay dues.

Section 7. Honorary Membership:

Distinction in public and civic affairs shall confer eligibility to Honorary Membership. Honorary members shall have the privileges of members except the right to vote and run for office and shall be exempt from payment of dues. The membership shall confer or revoke Honorary Membership by a majority vote.

Section 8. Partnership Memberships:

Any co-owner or partner of a business who wishes to take part in the election of officers or run for office or just be a voting member of the Chamber, may do so with the payment of half the full membership dues.

ARTICLE V – MEMBERSHIP MEETINGS

Section 1. Regular Meetings:

The Board of Directors shall, in concert with the Chamber officers, provide for holding regular membership meetings whenever it may be considered necessary or desirable. The Directors and Officers shall endeavor to provide a schedule of meetings. The Officers and Directors will hold monthly meetings and the General membership meetings will be held quarterly, starting in March.

Section 2. Election Meeting:

The election meeting, if necessary, according to ARTICLE VI, Section 4, shall take place during the month of December, at which time the election of new officers and directors shall take place.

Section 3. Annual Meeting:

The Board of Directors shall provide for an annual meeting of the Chamber each year as soon as possible after January 1st. At this time, newly elected officers and directors shall be installed.

Section 4. Quorum:

Twenty (20) percent of the active members in good standing shall constitute a legal quorum at all general or special membership meetings. Sixty (60) percent or three members of the Board of Directors shall constitute a quorum at a Board of Directors meeting. Three officers shall constitute a quorum. A majority vote of those in attendance shall determine all actions unless otherwise provided in these bylaws.

Section 5. Notice:

Notice when referred to herein shall mean a writing forwarded to the member either by fax, email or by mailing such notice to the last known address in advance of the meeting date. All notice fax numbers, email addresses and mailing addresses shall be valid if sent in accordance with the then listed information of the Chamber membership application.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. Duties and Powers

The government of the Chamber, the direction of its work, the ultimate responsibility for adequate financing and the control of its property shall be vested in a Board of Directors. The Board of Directors shall consist of five (5) members. The Board members shall stand for election on a yearly basis.

The Board of Directors shall adopt rules for conducting the business of the Chamber. They shall have the power, in the name of the corporation, to sue and be sued, buy, hold, sell, lease or mortgage both real and personal property, to incur debts, to borrow money, giving therefore notes of the corporation signed by two or more officials duly authorized by the Board for that purpose, together with such collateral therefore as may be required, and may enter into contracts of any kind furthering the purpose of the Bradley Beach Chamber of Commerce.

Section 2. Composition:

As near as practical, the Board of Directors shall have balanced representation throughout its geographical trade area.

Section 3. Nominations and Elections:

On or before September 1 of each year, the Board of Directors Chair shall appoint a nominating committee that shall include at least one member of the Board. The nominating committee shall place in nomination one nominee for each vacancy occurring on the Board of Directors. The nominating committee shall solicit volunteers from the Chamber membership.

The nominating committee shall attempt to interview each of the selected candidates prior to placing their names on the ballot and to secure their pledges to serve faithfully, if elected. Said committee shall certify and file a list of nominees with the President of the Chamber no later than November 10. The President shall mail the list and notice of the election meeting in accordance with ARTICLE V, Section 6.

The nomination for Board Chair may be the current Chair, subject to ARTICLE VII, Section 1, or shall be the Chair elect unless that person is unable or unwilling to serve. In the event the Chair Elect is unable or unwilling to serve, the nominating committee will select a new candidate from the remaining pool of members.

Section 4. Nominations by Petition:

Nothing herein shall preclude additional names of candidates for directors being nominated by a petition bearing the signatures of ten (10) percent of active members of the Chamber. Such petitions shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The petition shall set forth the full name of the nominated member and the petition shall be signed and set forth the full name of the nominated member and the petition shall be signed and set forth the full name and the date of signature of the petitioners. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.

If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of Officers and Directors shall be declared elected and shall be installed at the annual meeting in January. They shall take office immediately following their installation.

Section 5. Term Limitations:

A Board member’s term shall be one year. No Board member shall serve more than three (3) consecutive one-year terms. This limitation shall not include the filling of an unexpired term of another individual.

Section 6. Attendance:

The Board may declare vacant the seat of any member of the Board who shall absent himself/herself from three consecutive meetings, except under unusual circumstances approved by the Board.

ARTICLE VII – BOARD OFFICERS

Section 1. Duties of the Board Chair:

The Chair may serve a maximum of three (3) consecutive one-year terms in that office. The Chair shall preside at all meetings of the Board of Directors and joint members with the Officers and perform all duties incident to this office. He/she shall appoint, subject to ARTICLE IX, all committees and shall be an ex-officio member of all committees.

The President and the Chair shall appoint replacements of the Board of Directors for any unexpired terms. He/she shall, at the annual meeting of the Chamber and at such other times as he/she may deem proper, submit to the membership or the Officers and the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.

ARTICLE VIII – OFFICERS:

Section 1. General Duties of the Officers:

The Officers shall be responsible for the day to day running of the Chamber of Commerce. The Officers shall be responsible for the setting up and running of both membership and Officers and Directors meetings.

Section 2. Officers and Board of Directors:
The elected directors of the Chamber shall submit business affairs of the Chamber officers for discussion and approval. Denial by the officers will send issue back to directors for revision and resubmission to officers. Officers vote on issue, with President as deciding vote, if necessary. The Officers’ vote shall be final.

Section 3. Nominations and Elections:
On or before September 1 of each year, the Chairman of the Board shall appoint a nominating committee that shall include at least one member of the Board of Directors. The nominating committee shall place in nomination one nominee for each vacancy occurring. The nominating committee shall solicit volunteers from the Chamber membership.
The nominating committee shall attempt to interview each of the selected candidates prior to placing their names on the ballot and to secure their pledges to serve faithfully, if elected. Said committee shall certify and file a list of nominees with the President of the Chamber no later than November 10. The President shall mail the list and notice of the election meeting in accordance with ARTICLE V, section 6.

Section 4. Nominations by Petition:
Nothing herein shall preclude additional names of candidates for Officers and/or Directors being nominated by a petition bearing the signatures of ten (10) percent of active members of the Chamber. Such petitions shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The petition shall set forth the full name of the nominated member and the petition shall be signed and set forth the full name and date of signature of the petitioners. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of Executive officers shall be declared elected and shall be installed at the Annual Meeting in January. They shall take office immediately following their installation.

Section 5. Term Limitations:
An Officer shall serve a one-year term. No Officer shall serve more than three (3) consecutive one-year terms. This limitation shall not include the filling of an unexpired term of another individual.


Section 6. Attendance:
The Officers may declare vacant the seat of any Officer who shall absent themselves from three consecutive Executive meetings, except under unusual circumstances approved by the Board. Should a seat be declared vacant the President (or Vice President) shall appoint a member to fill the vacant Officer’s position. Such officer shall serve until the next election.

Section 7. Resignation:
Any Officer or Director may resign after reasonable notice. Should the President resign, the Vice-President shall replace the President unless the Vice President is unable to serve. If the Vice-President is unable to serve the Chairman of the Board of Directors shall name a replacement officer to serve the remainder of the term. An Officer shall name the replacement for any other Officer that resigns.

ARTICLE IX – DUTIES OF CHAMBER EXECUTIVE OFFICERS

CHAMBER PRESIDENT:
Section 1. General Duties of the President:
The President shall be the Chief Executive Officer in charge of the administration of the Chamber. The President shall be responsible for hiring, discharging, directing and supervising all employees. The President shall also be responsible for all expenditures within approved budget allocations. The President shall be a non-voting member of each committee. Each committee shall report on a reasonable basis to the President or his/her designee. The President may appoint the Vice-President to act on his/her behalf as it regards any committee.

CHAMBER VICE-PRESIDENT:
Section 1. General Duties of the Vice-President:
The Vice-President shall be the Chief Executive Officer in charge of the administration of the Chamber should the President be unable to act. The President shall consult with the Vice-President as it regards day-to-day hiring, discharging, directing and supervising all employees.

CHAMBER TREASURER:
Section 1. General Duties of the Treasurer:
The Treasurer shall be responsible for the accounting of any and all money raised by the Chamber in any manner and furnishing periodic financial reports. In conjunction with the Chamber President and remaining officers, the Treasurer shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to approval of the Officers and the Board of Directors.

Section 2: Term Limits:
Once the Treasurer is elected to the office, there will be no term limits set. The Treasurer shall remain in office until such time as, (a) he/she resigns; (b) the other officers and directors remove the Treasurer by majority vote.

Section 3. Budget:
In conjunction with the Chamber President and remaining officers the Treasurer shall prepare an operating budget covering all activities of the Chamber. The operating budget shall be prepared no later than February 10th of each operating year. The operating budget shall be subject to approval of the Officers and the Board of Directors.

CHAMBER SECRETARY:
Section 1. General Duties of the Secretary:
The Secretary shall be responsible for keeping the minutes of any executive meeting of the Chamber officers and Directors and general membership meetings. All minutes shall be ready for approval at the next executive meeting of the Chamber Officers and Directors. The minutes shall be kept on file in the Chamber office.
The Secretary shall be responsible for asking for written updates from the committees on a periodic basis. Updates shall be centrally filed at the Chamber office. Updates will be made part of the meeting minutes.

ARTICLE X – COMMITTEES

Section 1.
The Chairman of the Board, subject to approval of the Officers and the Board of Directors, shall authorize and define the powers and duties of all committees, except as set forth in these Bylaws.
Those standing committees shall be:
a) Membership,
b) Advertising/Marketing,
c) Internet,
d) Fund Raising,
e) Scholarship,

Section 2.
The Chairman of the Board shall be empowered to appoint standing and special committees, subject to confirmation by the Officers and the Board of Directors. The Chairman shall seek volunteers for each committee. If there are more volunteers than needed the Chairman shall make the final decision. Every member of each committee shall serve for a one-year term.

Section 3.
Each committee shall be chaired by a Director and/or an officer. The members may be entitled to appoint a non-chamber member to their committee, subject to the Board Chairman’s approval, if the committee believes that it is in the best interests of their committee.

Section 4. Scholarship Committee
The Scholarship Committee shall be chaired by all Officers and Directors. The committee members will make sure the scholarship money is available by soliciting donations and/or by arranging fund raising events. The scholarship fund is independent from the general checking account. The committee members, working with the Guidance Councilors of the local area high schools, shall select a Bradley Beach student who is a graduating senior and who is going to college immediately after high school graduation. The scholarship amount is set at $500.00 per student. Scholarship availability will be determined by criteria set by the committee and approved by the high school councilors. The councilors will send their choices to the committee and the members of the committee will decide which student will receive the scholarship for that year. The scholarship will be awarded at the student’s high school graduation ceremony or anywhere the recipient may wish.

Section 5. Fund Raising
At each Chamber fund raising event, a non-profit partner will benefit from the proceeds. The choice of partner will be determined by the committee and approved by the Officers and Directors. All contributions to the non-profit partner are limited to ten (10) percent of the net proceeds or $200.00, whichever is more.

ARTICLE XI – DISBURSEMENTS

Section 1.
By the approval of the budget, the President shall be authorized to make disbursements for expenses provided in the budget without additional approval by the Board of Directors, provided the funds are available. All disbursements shall be made by check, which shall be signed in duplicate, or in a manner as determined from time to time by the Officers.

Section 2. Petty Cash Fund:
A petty cash fund 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 President and replenished and accounted for as provided for by the Board.

ARTICLE XII – FISCAL YEAR
Section 1.
The fiscal year shall end on the 31st day of December.

ARTICLE XIII – RULES OF PROCEDURE
Section 1.
All questions of parliamentary procedure shall be determined according to the latest edition of Robert’s Rules of Order unless in conflict with these Bylaws or any Amendments thereof.
Any and all votes that may be required under these by-laws may be forwarded to the Board office, any Officer or Board Member and may be, by dated email, forwarded to any Officer or Board Member, dated fax to the Chamber office or signed and dated writing provided to any Officer or Board Member. If a vote is cast by any of these methods then the vote shall be considered an appearance for purposes of a quorum. This provision does not apply to any provision

ARTICLE XIV – INDEMNIFICATION
Section 1.
The corporation shall indemnify every corporate agent as defined in, and to the full extent permitted by N.J.S.A. 15A; 3-4 of the New Jersey Non-profit Corporation Act, and to the full extent otherwise permitted by law.
The Chamber shall maintain Corporate and Officer’s Liability insurance for all Board Members and staff.

ARTICLE XV – AMENDMENTS
These Bylaws may be amended by a three fifths vote of approval by at least ten (10) percent of the total membership voting by written ballot or at any regular or special meeting of the membership, provided notice of the proposed change shall be provided to each member not less than twenty (20) days prior to such meeting. Each member, at the time of notice, will receive a written ballot allowing the member to fax, email or mail back a vote on the proposed changes within seven (7) calendar days of the meeting date if they cannot attend the regular or special meeting.

ARTICLE XVI– DISSOLUTION
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure or be distributed to the members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Officers and Board as defined in IRS Section 501(C) (3).


ADOPTION
These Bylaws were adopted by a vote of the membership on __June 30, 2006__ .

Authored: February 27, 2006