Chamber of Commerce

Section 1. Name: The name of this organization shall be the Warren County Regional Chamber of Commerce (hereinafter referred to as the Chamber).

ARTICLE II – PRINCIPAL OFFICE

Section 1. Principal Office: The principal office of the Chamber shall be in Washington, New Jersey or in such other localities as may, from time to time, be designated by the Board of Directors.

ARTICLE III – STATEMENT OF PURPOSE

To promote the interests and welfare of its members by fostering and encouraging the advancement of the commercial, industrial, civic, and general interests of Warren County, neighboring communities in bordering Counties and its trade area.

To cooperate with other area and state Chambers of Commerce to further the interests of the Chamber’s members and advance the purposes set forth above.

To advise its members and Warren County and neighboring communities in bordering Counties of economic and legal developments which the Chamber determines to be of general interest.

To conduct or engage in all lawful activities in furtherance of the foregoing purposes, or incidental thereto and such other lawful activities as determined by the Board of Directors, subject to any limitations set forth herein and subject to maintaining its status as a not-for-profit organization.

ARTICLE IV – LIMITATION OF METHODS

Section 1. Limitations: The Chamber shall be nonpartisan and nonsectarian, and shall take no part in or lend its influence, either directly or indirectly, to the nomination, election, or appointment of any candidate for office in local, county, state or national elections, nor shall any meetings of a political nature be held within the premises under the control of the Chamber. Notwithstanding the above, the Chamber shall be permitted to sponsor forums commonly known as candidates nights.

ARTICLE V – MEMBERSHIP

Section 1. Types of Membership: Membership in the Chamber shall be comprised of regular members and associate members as set forth below. Any reputable individual, firm, association, corporation, partnership or estate may subscribe to membership upon satisfying the membership requirements as set forth in the By-laws of the Chamber.

Regular Membership: Regular membership shall be available any person, firm, association, corporation, or partnership, or to any individual who is an owner, principal or partner of a member.

Associate Membership: Associate membership shall be available to any individual who is an employee of a member firm, association, corporation, or partnership, or to any individual who is an owner, principal or partner of a member.

Honorary Member – would be for an individual who has given to the chamber above and beyond that the Board of Directors would vote on by ¾ to be member until death.

Section 2. Use of Membership Name: All members in good standing shall be entitled to use the Chamber’s name in designating their membership in the organization.

Section 3. Application for Membership: All applicants for membership shall complete and sign the application form as prescribed by the Board of Directors, supplying all of the information and material requested, and submit the application with the required membership fee to the principal office of the Chamber.

Section 4. Election of Members: Application for membership shall be made in writing to the Board of Directors in accordance with these By-laws. Election to membership shall be effective upon the next succeeding meeting of the Board of Directors unless at such meeting the Board of Directors shall determine that the application for membership should be denied. In the event that the Board of Directors denies an application for membership, the applicant shall be duly notified of the Board’s decision. If the applicant seeks to appeal the denial, the applicant shall immediately notify the President in writing. The President shall place the applicant’s appeal on the agenda at the next Board of Director’s meeting. The applicant shall be permitted to appear and present his appeal in person, with or without counsel, at said meeting and a vote shall be taken by the Board of Directors.

Whenever, in the judgment of the Board of Directors, any matter or election arises which it believes should be put to a vote of the membership, the matter shall be submitted to the membership in writing by mail, fax or electronic mail for vote and decision not less than fifteen (15) days in advance of the date of the balloting, and the question thus presented shall be determined according to a majority of the votes received by mail, fax or electronic mail by the Chamber at its principal office no later than the date specified on the ballot. Any and all action taken in pursuance of a majority mail, fax or electronic mail vote in each such case shall be binding upon the Chamber in the same manner as would be taken at a dully called meeting.

Section 6. Renewals: Membership shall be on an annual basis subject to renewal for additional one-year terms. The Board shall have the sole authority to determine that the membership of any member shall not be renewed. The Board may delegate to the President/CEO the authority to renew the membership of any member in good standing if at the time of renewal the Board has not acted contrary to such renewal and no past dues remain outstanding. The Board may determine at any time that the membership of any member shall not be renewed by a two-thirds (2/3) vote of a dully-constituted quorum at any regular or special meeting of the Board.

Section 7. Expulsion from Membership: Members may be expelled by the Board of Directors for cause or for nonpayment of dues as set forth below.

Sufficient cause for expulsion shall be a violation of these By-laws or any lawful rule of practice dully adopted by the Chamber. After consideration and recommendation of the President/CEO or Chairman of the Board, expulsion shall be by two-thirds (2/3) vote of a dully constituted quorum at any regular or special meeting of the Board; provided that a statement of the charges shall have first been mailed by certified or registered mail to the last known address of the member and provided further that the member shall have been given an opportunity to appear before the Board of Directors with or without counsel and to present witnesses in his behalf.

Expulsion for nonpayment of dues shall be in accordance with Article VI below.

Section 8. Death, Resignation or Expulsion: The death, resignation or expulsion of a member shall terminate his membership in the Chamber. The termination of membership shall work a forfeiture of all interest of the member in and to the property of the Chamber and the member shall thereafter have no claim to the rights and privileges of membership in the Chamber.

ARTICLE VI – REVENUES

Section 1. Revenues: There shall be no capital stock. The Chamber shall not be conducted for gain or profit but shall be supported by membership dues, assessments, contributions, benefactions, fees, grants, endowments and such as the Board shall determine to be necessary or expedient for the proper functioning of the Chamber.

Section 2. Annual Dues: The annual dues for each member of the Chamber shall be determined by the Board of Directors.

Section 3. Failure to Pay Dues: Members who fail to pay their dues within sixty (60) days from the time the same became due, shall be notified and if payment is not made within the next succeeding thirty (30) days, such member shall, without further notice and without hearing, be dropped from the membership rolls and thereupon forfeit all rights and privileges of membership.

ARTICLE VII – MEETINGS

Section 1. Annual Meeting: There shall be an annual meeting of the Chamber to be held at such place and on such date as may be determined by the Board of Directors.

A. Special Meetings: Special meetings of the Chamber may be called by the Chairman of the Board or shall be called by the Chairman of the Board upon the written request of not less than ten (10%) percent of the members. The special meeting shall take place not more than sixty (60) days after receipt of the request.

B. No individual business shall have more than one representative elected to the Board of Directors at any given time.

Section 3. Notice of Meeting: Written notice of any meeting of the membership of the Chamber shall be mailed to the last known address of each member not less than ten (10) days before the date of such meeting.

Section 4. Quorum of Members: Fifteen (15%) percent of the members in good standing shall constitute a quorum of any meeting of the Chamber and in the event there be less than a quorum, the presiding officer may adjourn the meeting from time to time until a quorum shall be present.

ARTICLE VIII – BOARD OF DIRECTORS

Section 1. Government of the Chamber: The government of the Chamber, the direction of its work and the control of its property shall be vested in a Board of Directors. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents, as it may consider necessary.

Section 2. Composition of the Board: The Board of Directors shall consist of the officers of the Chamber and as many other dully elected members as would cause the Board to total not less than sixteen (16) members. The immediate past Chairman of the Board will serve on the Executive Committee in an advisory capacity until such time as the term of the current Chairman of the Board is terminated. The immediate past Chairman of the Board shall have no voting powers, unless dully elected by the membership to the Board of Directors in accordance with these By-laws, and shall tender his or her resignation from the Board effective upon the end of his or her term of office.

Section 3. Term of Office: No Director may be elected for more than two (2) consecutive four (4) year terms. Any Director appointed to fill a term with more than two (2) years remaining shall only be eligible to be elected to one additional four (4) year term. Officers, while in office, with the exception of the Chairman of the Board Elect, shall be permitted to run for re-election for an additional four (4) year term at the expiration of the aforesaid two (2) consecutive four (4) year terms. The Chairman of the Board Elect need not seek re-election, but his or her term shall be automatically extended for one (1) year to permit service to the Chamber as Chairman of the Board. No more than one-forth (1/4) of the total number of Directors shall serve under terms expiring in any one year. The term of a Director shall commence on the first day of January of each year.

Section 4. Quorum: A majority of the Board of Directors shall constitute a quorum at any meeting.

Section 5. Absences: Any member of the Board of Directors unable to attend a meeting shall notify the Chairman of the Board or President/CEO, advising him or her of the reasons for such absence. If a Director has unexcused absences over 50% of the regular meetings in a given year of the Board of Directors for reasons which the Board or Executive Committee has failed to declare to be sufficient, his or her resignation as a Director shall deemed to have been tendered and accepted.

Section 6. Compensation: Directors shall not receive any stated compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude a Director from serving the Chamber in any capacity and receiving compensation for such services.

Section 7. Resignation: A Director may resign at any time by giving written notice to the Chairman of the Board, President/CEO or the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified, at the acceptance thereof as determined by the President.

Section 8. Vacancies: Any vacancy that may occur on the Board by reason of death, resignation, or otherwise, may be filled by the Chairman of the Board and confirmed by the Board for the unexpired term of such Director.

Section 9. Meetings: The Board of Directors shall meet at regular periods, the time of which is to be fixed by the Board. Special meetings of the Board may be convened at any time by the Chairman of the Board or a two-thirds (2/3) vote of the entire Board of Directors upon ten (10) days written notice.

ARTICLE IX – EXECUTIVE COMMITTEE

Section 1. Executive Committee: The Executive Committee of the Chamber shall consist of the elected officers of the Chamber. The immediate past Chairman of the Board will serve on the Executive Committee until such time as the term of the current Chairman of the Board is terminated. The President/CEO shall serve as a member ex-officio.

Section 2. Duties of Executive Committee: The Executive Committee shall possess and exercise all of the powers of the Board of Directors as set forth in these By-laws and shall perform those duties as may, from time to time, be assigned to it by the Board of Directors. The Executive Committee shall meet at the call of the President. A majority of the members of the Executive Committee at the time in office who are entitled to vote shall constitute a quorum.

Section 3. Reports: The Executive Committee shall report all actions and decisions made to the Board of Directors at the next regularly scheduled meeting of the Board.

ARTICLE X – OFFICERS

Section 1. Officers: The officers of the Chamber shall be the Chairman, Chairman Elect, Vice Chairman, Secretary and Treasurer. All officers shall be members of the Board of Directors.

Section 2. Election and Term: The Nominating Committee shall nominate one Board member for each officer position, subject to confirmation by the Board. Each officer shall serve for a term of one (1) year commencing on the first day of January of each year.

Section 3. Re-election: All officers shall be eligible for election to the same office for no more than two (2) one (1) year successive terms. The Nominating Committee shall present the slate of officers to the full Board of Directors for their approval.

Section 4. Termination of Membership of Officer: In the event that any officer shall no longer be a member of the Chamber, the office shall automatically become vacant.

Section 5. Removal From Office: Any officer, whether elective or appointive, may be removed by a two-thirds (2/3) vote of the Board of Directors whenever, in the judgment of the Board, the best interests of the Chamber would be served.

Section 6. Vacancies: Should any office become vacant as set forth herein, the Chairman of the Board shall have the power to appoint a member of the Board to fill the vacancy for the unexpired term, subject to confirmation by the Board.

Section 7. Duties of Officers: The duties of the officers shall be as follows:

The Chairman of the Board shall preside at all meetings of the Chamber and the Board of Directors, and perform all duties incident to this office. He or she shall appoint all committee Chairpersons and shall serve as an ex-officio member of all committees. He or she shall at such times as he or she may deem proper, commend to the membership or the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.

The Chairman of the Board Elect shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and perform such other duties as the Chairman of the Board shall prescribe.

The Vice Chairman shall, in the absence or disability of the Chairman Elect, perform the duties and exercise the powers of the Chairman Elect and perform such other duties as the Chairman shall prescribe.

The Secretary shall cause all notices of all meeting to be served as prescribed by the By-laws and shall keep or cause to be kept the minutes of all meetings of the Chamber and the Board of Directors. The Secretary shall perform such other duties and possess such other powers as are incident to that office or as assigned by the Chairman of the Board or the Board of Directors.

The Treasurer shall have power to disburse the funds of the Chamber as shall be required in the conduct of its affairs and the carrying on of its activities as approved by the Board of Directors. He or she shall keep all monies of the Chamber deposited in its name in a separate account. At frequent intervals, he or she shall make reports to the Board of Directors of the financial condition of the Chamber. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as assigned by the Chairman of the Board or the Board of Directors.

ARTICLE XI – NOMINATING COMMITTEE AN ELECTION OF BOARD OF DIRECTORS

Section 1. Nominating Committee: A Nominating Committee of not less than five (5) persons, not more than three (3) of whom shall be Board members, shall be appointed by the Chairman of the Board not less than thirty (30) days prior to the election of members of the Board, whose duty it shall be to nominate from the membership of the Chamber not less than as many persons to be voted on for members of the Board of Directors as there are vacancies on the Board to be filled. Said committee shall file a list of the nominees recommended with the Board of Directors not later than fifteen (15) days before the election.

Section 2. Election: The Secretary shall mail or send electronically to each of the members of the Chamber eligible to vote, not less than ten (10) days prior to the election, a ballot of all persons nominated by the nominating committee, or as set forth in these By-laws. The ballot shall also contain a space for write-in votes by the membership.

Section 3. Voting: All voting shall be by ballot by members of the Chamber in good standing. A number of nominees corresponding with the number of Directors to be elected who receive the highest number of votes shall be declared elected.

ARTICLE XII – COMMITTEES

Section 1. Creation: The Board of Directors shall create, authorize and define the powers and duties of all committees.

Section 2. Appointment of Members: The Chairman of the Board shall annually appoint a Chairperson and the Chairperson shall appoint committee members for each committee so created.

Section 3. Duties: The Board of Directors may refer matters brought before it to the proper standing committee which shall include but not be limited to the following which, it may designate, or to the membership. The Board shall have authority to order disbursements by a committee for necessary expenses and may grant to any committee monies for special work deemed necessary or appropriate by the Board.

ARTICLE XIII – FINANCES AND DISBURSEMENTS

Section 1. Budget: The Executive Committee shall prepare annually a budget of estimated income and expenses of the Chamber, including a stated amount for each committee, and submit it to the Board of Directors for review and approval by the Board. As passed by the Board, with or without modification, this budget shall be the appropriation measure of the Chamber. No committee may exceed its appropriation without the consent of the Board of Directors.

Section 2. Disbursements: Upon approval of the budget, the Treasurer may be authorized to make disbursements on account of expenses provided for in the budget without additional approval by the Board of Directors. No other disbursements of funds of the Chamber shall be made unless same shall have been approved, authorized and ordered by the Board. All disbursements shall be made by check, signed by at least two officers of the Executive Committee one of whom may be the President/CEO. Any disbursement in the amount of One Thousand ($1,000.00) Dollars or greater shall also be countersigned by one other officer, as designated by the Board.

ARTICLE XIV – PRESIDENT/CEO

Section 1. Appointment: The Board of Directors shall employ a President/CEO whose terms and condition of employment shall be specified by the Board.

Section 2. Duties: The President/CEO shall be the chief paid executive of the Chamber and shall be responsible for all management functions. He or she shall manage and direct all activities of the Chamber as prescribed by the Board and shall be responsible to the Board.

ARTICLE XV – FISCAL YEAR

Section 1. Fiscal Year: The fiscal year shall commence on the first day of January and shall end on the thirty-first (31) day of December of each year, unless otherwise prescribed by the Board of Directors.

ARTICLE XVI – PARLIAMENTARY PROCEDURE

Section 1. Rules: Robert’s Rules of Order Revised shall govern the Board of Director’s meetings in all cases to which they apply and are not inconsistent with these By-laws.

ARTICLE XVII – INDEMIFICATION

Section 1. Indemnification of Directors: Each present and future Director, officer and President/CEO, whether or not then in office, shall be indemnified by the Chamber against expenses actually and necessary incurred by or imposed upon him or her (including, but not limited to, judgments, costs and counsel fees) in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been a Director, officer or President/CEO of the Chamber except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of other rights to entitled, under any other By-law provision, agreement, vote of the members, as a matter of law, or otherwise.

ARTICLE XVIII – AMENDMENTS

Section 1. Amendments: These By-laws may be amended, repealed or altered, in whole or in part, by a majority vote at any dully authorized meeting of the Chamber, or by a mail vote of the general membership and by a majority of those voting by mail. Proposed amendments shall be mailed to the last recorded address of each member not less than fifteen (15) days in advance of the date of the balloting. In the event of a mail vote, all votes must be received by the Chamber at its principal office no later than the date specified on the ballot.

ARTICLE I – NAME