STONE HARBOR ByLaws

Revised 2007

ARTICLE I- NAME
Section 1. The name of this organization shall be the CHAMBER OF COMMERCE OF STONE HARBOR, NEW JERSEY, and hereinafter referred to as the Chamber.

ARTICLE II - MISSION STATEMENT
Section 1. To unite those engaged in business and/or those interested in the community, to promote interest, encourage business enterprise, foster congenial relations among businesses, create a positive image in the eyes of the property owners and visitors, and aid in the future development of Stone Harbor, Seven Mile Beach & Cape May County.

ARTICLE III – LIMITATION OF METHODS
The Chamber shall be non-profit, nonpartisan, non-sectional, and nonsectarian and shall take no part in, or support, the election or appointment of any single candidate for public office.

ARTICLE IV - MEMBERSHIP
Section 1 – Classes of Membership: Membership in the Chamber shall consist of male and female individuals of legal age. There shall be two classes of membership, Active & Associate. All membership requests shall be decided by vote of the Board of Directors, hereinafter referred to as the BOD.
Active Members

1. These shall consist of a business or commercial property owner operating for profit and for non-profit purposes in Stone Harbor and Avalon and other locations as decided by the BOD. Memberships shall be in the name of the business or property owner. A business may have more than one representative attending Chamber meetings & functions, but only one person from each business membership may vote at any meeting of the Chamber at which proposals are put to the membership for approval, provided dues are current.

2. Realtor membership shall be in the name of the individual only, not the broker of record. Each individual realtor membership is entitled to one vote, provided their Chamber dues are current.

3. Businesses that are based out of Stone Harbor or Avalon will be allowed active membership under the following guidelines and subject to vote by the BOD:

§ *There are no conflicting businesses in the Borough of Stone Harbor that are members at the time of application.
§ *They are engaged in business with the Chamber.
§ *They conduct regular business in the Borough of Stone Harbor

Associate Members

These shall consist of persons not actively engaged in business but are supportive of the objectives and purposes of the Chamber. These members will be kept informed of all Chamber activities.

Section 2. Election and Qualifications of Membership

New members shall be admitted to membership after completion of application, and payment of appropriate dues. In the event of an objection to an applicant for membership, the dispute shall be resolved at the next scheduled BOD meeting. An applicant may be declared elected after being found to be eligible for the class of membership for which applying and has, with full knowledge thereof, expressed a willingness to abide by these by-laws and has received the affirmative vote of the majority of the Board members present at the meeting.

ARTICLE V - DUES

Section 1. –Active Members and Associate Members shall pay annual dues as periodically established by the BOD.

Section 2. – Dues for each calendar year, January 1st through December 31st shall be payable no later than June 1st of each year or the member shall be considered delinquent and lose all rights and privileges of membership until dues are paid.

Section 3. A member failing to pay dues for one year shall automatically be dropped from membership and not be reinstated until current dues are paid.

Section 4. A new member shall pay a full year's dues upon acceptance into membership

ARTICLE VI –OFFICERS AND BOARD OF DIRECTORS

Section 1. The officers shall consist of a President, First Vice President, Second Vice-President, and Secretary-Treasurer. These officers shall serve for a term of two-year commencing January 1st of the year for which they have been elected.

Section 2. In addition to the above, the Chamber for the purpose of performing duties outlined in the position’s job description shall employ a paid Co-Coordinator. This person will be hired for a term of one year, paid a salary to be fixed by the Chamber, and be reviewed on an annual basis by a Committee established for that purpose.

Section 3. The BOD shall consist of the elected officers, and the members of the Chamber in good standing that have been nominated and approved by the current BOD to join the Board.

Section 4. Limitations for Board appointment include that no more than 1 member can serve from 1 business or family at the same time.

Section 5. In order to maintain a seat on the BOD, members must attend at least 50% of the regular meetings of the BOD or shall automatically be dropped from membership on the Board. Members must inform the Coordinator if they are unable to attend. If a member wishes to remain on the Board of Directors but is unable to attend for a period of time, they may request a leave of absence in writing, with no right to vote.

Section 6. If it is determined that a member of the BOD does not support the activities and decisions of the Board and is not acting for the “Good of the Chamber”, that member may be dropped from the Board after a vote of the BOD.

Section 7. The duties of the Officers shall be such as their titles, by general usage, would indicate, and such other duties as may be assigned to them by the Board of Directors. It shall be the duty of the Coordinator to handle all correspondence, keep and maintain the Minutes of all meetings to the Chamber and Board of Directors, as well as all books, accounts, and financial matters of the Chamber. Quarterly, the Treasurer will review the financial reports as prepared by the Coordinator prior to the regular Board meeting, report on the financial status of the Chamber, and have the financial reports approved by the Board at the end of each quarter.

Section 8. A quorum for a meeting of the BOD shall be more than one-half of the total number of the members of the Board. In the case of a tie vote the President shall cast the deciding vote, except in the case of election of officers. In the case of a tie vote for election of officers, a second vote would be taken or as many as needed to resolve the election.

ARTICLE VII- COMMITTEES

Section 1. The duties and responsibilities of the Committees shall be identified in yearly objectives created by the President with the approval of the Board.

Section 2. The President shall assign Board Members to oversee necessary Committees. The President shall appoint Chairpersons, and at the President's discretion Co-Chairpersons, to conduct the activities of the various Committees of the Chamber.

ARTICLE VIII - MEETINGS

Section 1. The BOD of the Chamber, on an annual basis will determine a regular meeting schedule for the Board.

Section 2. The BOD will schedule meetings of the general membership of the Chamber, including special meetings, dinner meetings & breakfast meetings. Members wishing to call a special meeting shall submit their request in writing to the President, the Board shall determine if the meeting is warranted and if so, the Coordinator shall send proper notices.

Section 3. Members shall be notified of regular and special meetings by written notice at least five days prior to the date of such meeting and the purpose of the meeting shall be clearly stated in the notice.

Section 4. The BOD shall by vote, decide all matters of business for the Chamber. A quorum of more than one half of Board members is needed to vote on an issue, and all issues will be decided by a majority vote of the Board members.

Section 5. The latest edition of the Roberts Rules of Parliamentary Procedure shall be followed at all meetings.

ARTICLE IX-VACANCIES IN OFFICE

Section 1. The BOD shall fill a vacancy occurring in any of the four elective offices as promptly as possible.

Section 2. If a vacancy in the office of the President occurs, the First Vice President shall assume the duties and responsibilities of that office until a successor has been appointed and approved.

Section 3. If a vacancy of Coordinator occurs, the President will assign a Committee to recruit, interview and hire a replacement with the approval of the Board.

Section 4. If a vacancy of Committee Chairmanship occurs it shall be filled by appointment by the President with the approval of the Board.

Section 5. All vacancies shall be filled for the unexpired term only of the particular office.

ARTICLE X-ELECTION OF OFFICERS

Section 1. Every two years, at the September Board meeting, nominations will be accepted for the election to the offices of the BOD and given to the Coordinator.

Section 2. The slate of candidates will be announced at the October meeting. Nominations will remain open until the November meeting.

Section 3. At the November meeting nominations from the floor, in addition to those presented previously will be accepted. When all the nominations have closed, a vote by secret ballot shall be conducted and the member with the majority of the votes for each office shall be elected.

Section 4. The Officers positions take effect on January 1st.

ARTICLES X1- FINANCES

Section 1. All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year's budget may be placed in a reserve account or used for the good of the Chamber if approved by a vote of the BOD.

Section 2: Budget: As soon as possible after the close of each calendar year, the Board shall prepare and adopt the budget for the coming calendar year.

Section 3. Disbursements: Upon approval of the budget, the president is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the BOD. Disbursement shall be by check. The President, Treasurer and the Coordinator shall be authorized to sign checks with any two of the three signatures required to validate a check.

Section 4. A sufficient surety bond in an amount set and paid for by the Chamber shall bond the President, Treasurer and Coordinator and other officers. The Chamber shall also pay the cost of maintaining Directors & Officers Insurance protecting the members of the BOD from personal liability in the amount of $500,000.

Section 5. A committee appointed by the Board, which may recommend a qualified CPA perform the audit, shall audit the accounts of the Chamber annually as of the close of business on December 31st. The audit shall at all time be available to members of the Chamber.

Section 6. No member of the BOD shall receive compensation for volunteer duties performed for the Chamber. This does not apply to paid positions also open to the community, such as office staffing, or if the member’s firm is hired to provide a service for the Chamber.

ARTICLES XII- INDEMNIFICATION

No member director or officer of this Chamber shall be personally liable for its debts or other liabilities, and the private property of such individuals shall be forever and wholly exempt from any debts or liabilities of every kind and character of this corporation.

ARTICLE XIII -AMENDMENTS

All amendments or changes to the by-laws shall be submitted in writing to Board members, discussed at the next appropriate Board meeting, and voted upon after discussion is complete. If the Board votes in favor of the proposed changes, it will be added to the next printing.

Article XIV -DISSOLUTION

If the event of the dissolution of the Chamber of Commerce, all assets shall be turned over to the Borough of Stone Harbor to be used or distributed in accordance with law.