ARTICLE I – NAME: Greater Lambertville Chamber Of Commerce By-Laws
This organization is incorporated under the laws of the State of New Jersey and shall be known as the Greater Lambertville Chamber of Commerce. Further referred to as “GLCC” within this document.
ARTICLE II – PURPOSE:
The Greater Lambertville Chamber of Commerce (GLCC) is a not-for-proﬁt association organized as a 501(c)6 of the Internal Revenue Code whose mission is to create prosperity for our businesses, the City of Lambertville, and surrounding areas. By working collaboratively with the business community, local government, and residents, our goal is to promote smart, sustainable economic development for Lambertville and its neighboring towns..
The Greater Lambertville Chamber of Commerce (GLCC) is organized to achieve the objectives of: promoting business and community growth and development by (a) promoting economic programs designed to strengthen and expand the income potential of all business within the trade area, (b) promoting programs of civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community, and (c) identifying and addressing concerns which prevent the promotion of business expansion and community growth.
ARTICLE III – LIMITATION OF METHODS:
GLCC shall be non-partisan and non-sectarian, and shall take no part in, nor lend its inﬂuence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for office in any Township, County, State, or Nation, nor shall any meetings of a political nature be held
within the premises occupied by or under the control of GLCC.
ARTICLE IV – MEMBERSHIP:
Any person, association, corporation, partnership, or estate (“Person”) having an interest in advancing the business, civic, and general interests of the Greater Lambertville and its trade area, shall be eligible for membership in GLCC.
Any Person meeting the requirements of Section 1 hereof may be accepted for membership at any meeting of the Board of Directors and upon payment of the membership fee as per the schedule then in effect shall become a member.
Each separate membership shall be entitled to cast one vote on any issue requiring a vote.
Distinction in public affairs shall confer eligibility for honorary membership. Honorary membership shall include all of the privileges of active membership, except that of holding office and voting. Honorary members shall be exempt from payment of dues. Election to honorary membership shall require the affirmative vote of two-thirds (2/3) of the Board of Directors representing a quorum at the meeting. An honorary membership may be revoked by the Board of Directors at any time by the affirmative vote of two-thirds (2/3) of the Board of Directors representing a quorum at the meeting.
Application for membership shall be made in writing or electronically to the GLCC Office via the Executive Director. The Board of Directors may expel members because of: (a) Non-payment of dues or outstanding debt for three (3) months or more after the due date, or (b) for Cause.
If the member to be expelled requests a hearing before the Board of Directors, this shall be granted providing the member requests the hearing within ten (10) business days of receiving the notice of expulsion in writing. The two-thirds (2/3) affirmative vote of the quorum of the Board of Directors present shall be necessary to expel any member.
The resignation or expulsion of a member shall terminate said membership. The termination of a membership shall forfeit such member’s interest in the GLCC, and the member shall thereafter have no right to participation in the business of the GLCC.
ARTICLE V – GENERAL MEMBERSHIP MEETINGS:
The Board of Directors may provide a minimum of two general membership meetings per ﬁscal year.
Special meetings of the general membership, for any purpose or purposes, may be called by the President or the Executive Director, and shall be called by the President or the Executive Director at the request in writing or electronically of a majority of the Board of Directors, or at the request in writing or electronically of not less than one-third (1/3) of the members in good standing of the GLCC. Such request shall state the purpose or purposes of the proposed meeting.
There shall be one annual meeting of the general membership throughout the ﬁscal year. The annual member meeting will be held in the third quarter of each ﬁscal year.
At general membership meetings, the presence of ten (10) percent of the members in good standing shall constitute a quorum.
Notice of both regular and special meetings shall be provided a minimum of ﬁve (5) business days in advance of the meeting.
ARTICLE VI – BOARD OF DIRECTORS:
The management and operation of the GLCC, the direction of its work and the control of its property shall be vested in a Board of Directors. The number of Directors on the Board shall not be less than five (5) and not more than fifteen (15), to be renewed each year by vote with a simple majority of the Board. Board members are expected to pay dues in a timely manner, attend meetings with no more than three (3) absences per ﬁscal year, be on at least one committee, support special events, and be an ambassador for the GLCC.
Following the annual election at the November meeting of the Board of Directors, the Board shall qualify and elect from their own members, as submitted by the nominating committee, or as nominated from the ﬂoor, a President, Vice President, Treasurer, and Secretary.
The President shall nominate potential candidates for a vacant board position to be approved by Board vote.
The Board of Directors shall meet at least nine (9) times per year, at such times and places as shall be determined by them. Fifty (50) percent plus one of the members of the Board of Directors shall constitute a quorum for the transaction of Board business. The Board of Directors shall adopt rules for conducting the business of the GLCC.
The Board of Directors shall submit in writing, at the annual meeting of the membership, a full ﬁnancial report and annual statement of the ﬁnances of the GLCC. No program, project, policy, or expenditure (other than any items set forth on an approved budget) shall be undertaken except upon a majority vote of the quorum present of the Board of Directors.
No member of the Board of Directors shall be eligible to serve as an officer of the Board of Directors in any single capacity for more than two consecutive years.
The President may call special meetings of the Board on three (3) business days’ notice to each Director, either personally or by electronic communications. The President shall call special meetings in a like manner and on like notice on the written request of not less than ﬁfty (50) percent of Directors.
Election of members to the Board of Directors shall be by ballot or oral vote. Said election shall be conducted as follows:
- At any time as deemed necessary by the Board, any individual GLCC member of good standing is eligible and may be nominated for a board position. The nomination may be made at any of the designated Board of Director meetings, and the vote will be held at the next scheduled Board of Director Meeting.
- New members are installed after the Board of Director meeting for which they were voted.
- At the annual membership meeting, the current Board of Directors will be deemed approved by the general membership unless there is objection. If there is objection, then the individual or individuals objected to are subject to a vote by the membership. A simple majority of the voting members is enough to retain the Board Member.
SECTION 9. Members of the Board of Directors may be expelled by the remaining Directors for:
- Absence from three (3) consecutive regular Board meetings without an excuse decreed valid and so recorded by the Board of Directors.
- Non-payment of dues
It is understood that the GLCC has a clear mission as stated in the by-laws. It is further understood that to achieve that mission, every member of the board must be working towards that end. While disagreements are normal, and at times passionate, all members of the board agree to behave in a civil and respectful way towards one another and towards the Executive Director (ED). In short, board members agree to place the goals of the GLCC before feelings about individuals to achieve our greater aim.
An environment where open discussion is encouraged is imperative for the board to achieve its goals. Unprofessional behavior demeaning others is not tolerated and counterproductive towards this end. As such, any member who behaves in a way inconsistent with this provision will be subject to expulsion for cause.
Notice of the proposed expulsion, together with the opportunity to be heard with regard thereto, shall be sent to the Board of Director member affected not less than ten (10) business days prior to the meeting of the Board at which the expulsion proposal shall be presented. It shall require an affirmative vote of two-thirds (2/3) of the Board of Directors representing a quorum at such meeting to authorize the expulsion.
ARTICLE VII – OffiCERS AND STAff:
The Board of Directors may employ an Executive Director(s) and such staff and employees as the Board shall deem necessary from time to time. The compensation and other beneﬁts for said individuals shall be determined by the Executive Board.
The Board of Directors may require all persons having authority to transact any business on behalf of the GLCC, including but not limited to the issuance, endorsement and negotiation of checks or drafts, transfer or withdrawal of funds and the like, to be bonded in such amounts as the Board shall deem necessary. The GLCC shall pay the cost of said bonds.
The President shall preside at all meetings of the GLCC and Board of Directors and perform all duties incidental to said office. The President shall, subject to the approval of the Board of Directors, appoint all committees and Chairs and the President shall be an ex-officio member of all committees. The President shall, at the annual meeting of the GLCC and at such other times as the President may deem proper, present to the membership of the Board of Directors such matters, and make such suggestions as may tend to promote the objectives and purposes of the general membership of the GLCC. The President shall have custody of the surety bonds referred to herein above.
It is important that there be clear communication to the Executive Director (ED) in-between board meetings and that the ED is operating under certain expectations from the board. To ensure this end, board communications about GLCC business with the ED in-between meetings will only be through the board President. Issues that arise in-between board meetings will be addressed at the next board meeting under “New Business.”
. In the absence of the President, or any other officer, the following order of preference shall govern the officers responsible to assume the authority of the President or such other offices:
- Vice President
PRESIDENT: The President, elected by a majority vote of the Board of Directors, shall preside at all meetings of the Board of Directors, Executive Committee, and membership, and perform duties incident to the office. The President shall, subject to the approval of the Board of Directors, appoint all Committee Chairpersons and shall make annual and such other reports as the President may deem necessary, and shall in general fulﬁll all duties naturally falling upon the President of the organization.
VICE PRESIDENT: The Vice President, elected by a majority vote of the Board of Directors, shall fulﬁll all duties prescribed by the Board of Directors and in the absence of the President, the Vice President may be designated by the Board of Directors as acting head of the organization.
SECRETARY: The Secretary, elected by a majority vote of the Board of Directors, shall bear the obligations and responsibilities normally imposed upon the Secretary of a non-proﬁt and shall see that all Bylaws are followed. These responsibilities include but are not limited to ensuring the recording of minutes of the Board as well as attendance. These minutes will become official by Board vote at the next meeting. A staff member shall act as recording secretary for purposes of recording meeting minutes as so deemed by the President.
TREASURER: The Treasurer, elected by a majority vote of the Board of Directors, shall oversee the regular books of account, the deposit of funds in such bank or banks as the Executive Committee may designate, and present a statement of the financial condition of GLCC no less than quarterly and as required by the Executive Committee. A written financial statement shall be presented to the Executive Committee and the Board of Directors on a quarterly basis, as well as at the Annual Meeting. The Treasurer shall also be responsible for recommending written procedures for cash disbursements, subject to the approval of the Executive Committee. When appropriate, the Treasurer shall recommend to the Board the need to complete an audit of finances. The Treasurer should be one of the signatories on the checks.
IMMEDIATE PAST PRESIDENT: The Immediate Past President shall perform such duties as may be prescribed from time to time by the Board of Directors and/or the President. The Immediate Past President, when his or her term has expired, may serve as a member of the Board of Directors. If the Past President no longer serves on the Board of Directors, he or she shall serve in an honorary position with no voting privileges.
The Executive Director shall attend all meetings of the Board of Directors and all meetings of the general membership. The Executive Director shall give, or cause to be given, notice of all meetings of the general membership and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Executive Director shall serve. The Executive Director shall read all correspondence received by the GLCC and report to the Board of Directors as to what actions should be or have been taken to appropriately respond to such correspondence on behalf of the GLCC. The Executive Director shall be the chief administrative officer of the GLCC. It shall be the duty of the Executive Director to issue official correspondence, preserve all books, documents, and communications, keep books of accounts, and maintain accurate record of the proceeding of the GLCC, the Board of Directors, and all committees.
The Executive Director shall submit a ﬁnancial statement and written report of the year’s work at the close of each ﬁscal year. The Executive Director shall have general supervision of all employees of the GLCC. The Executive Director shall be present at all regular and special General Membership meetings, Board of Directors, and Executive Committee meetings. The Executive Director shall perform such duties as may be incidental to the office subject to the direction of the President and Board of Directors. The Executive Director shall assist the Treasurer in the preparation of monthly ﬁnancial reports. The Executive Director shall, at all times, maintain a current record of all members in good standing of the GLCC. At the expiration of the Executive Director’s employment, the Executive Director shall deliver to the Board of Directors all books, papers, and property of the GLCC. The position of the Executive Director and any assistants may be insured in amounts required by the Board. The GLCC shall pay the costs of said insurance. Executive Director(s), along with certified professionals, may review the ﬁnances and prepare statements.
It is at the discretion of the Board President whether there is one (1) Executive Director or two (2) Co-Directors. Their responsibilities should be clearly deﬁned upon employment and they should be evaluated on their deliverables annually.
ARTICLE VIII – COMMITTEES:
. The Board of Directors shall authorize and deﬁne the powers and duties of all committees.
The President shall appoint all committees subject to confirmation by the Board of Directors.
The Executive Committee of the Board of Directors shall be composed of the President, who shall be the chairperson, the Executive Director, the Past President, Vice President, Treasurer, and Secretary.
In the interim between meetings of the Board, the Executive Committee shall have charge of the routine business of the GLCC. The Executive Committee shall have general charge of the ﬁnances and property of the GLCC and shall have authority to order disbursement for authorized budgetary items as well as emergent items necessary to safeguard the property of the GLCC or advance the business of the GLCC.
. Board members should participate on at least one committee. When on a committee and acting as Chair, it is that Board Member’s responsibility to report to the Board the activities of the committee including anticipated planning and budgeting of the activity. All committees without a board member volunteer, are required to have a Board Member liaison who will be responsible to submit a report of said committee’s activities at the Board Meetings.
ARTICLE IX – DISBURSEMENTS:
All disbursements, transfers or withdrawals of the funds of the GLCC shall be made by the Executive Director as authorized herein. All disbursements shall be made by check or credit card. Not less than two members, Treasurer being one of them, of the Executive Board shall sign all checks over $1,500. The Executive Director shall be authorized to make disbursements on account of expenses provided for in the approved annual budget without an additional approval by the Board of Directors. The Executive Director shall be authorized to sign checks up to $1,500 for budgeted items.
ARTICLE X: BUDGET:
The proposed annual budget of the GLCC, to be prepared by the Executive Director(s) each year, including a stated amount for each committee, shall be submitted to the Board of Directors for review and approval. As approved by the Board, with or without modification, this budget shall be the appropriations measure of the GLCC. No committee may exceed its appropriation without the consent of the Board of Directors. Pending adoption of the budget, the Executive Committee shall authorize expenditure of all necessary funds to further the objects and purposes of the GLCC.
ARTICLE XI – FISCAL YEAR:
The ﬁscal year shall extend from January 1 through December 31.
ARTICLE XII – PARLIAMENTARY PROCEDURE:
The proceedings of the GLCC meetings and the meetings of the Board of Directors shall be governed by and conducted according to the latest edition of Roberts’ Manual of Parliamentary Rules.
ARTICLE XIII – AMENDMENTS:
These By-laws may be amended by fifty (50) percent plus one of the Board of Directors present at any regular or special meetings of the Board of Directors; provided, however, that notice of the proposed change(s) shall have been distributed by the Executive Director(s) to each Board Member not less than seven (7) business days prior to such meeting.
ARTICLE XIV – LOGOS:
No member shall use the GLCC logos for any purpose without requesting in writing the use of the logos; permission of the Board of Directors of the GLCC must be given in writing for use of the logos.
ARTICLE XV – PUBLICATION:
No member of the GLCC, Officer, Director, or employee shall make public a position, recommendation or decision upon any public question or issue which purports to represent the views of the GLCC, until such approval has been given by the Board of Directors, unless such recommendation or position is clearly implied from the policy established by the Board or from powers granted to the committee or other GLCC spokesperson.
ARTICLE XVI – DISSOLUTION PROVISION:
Upon the dissolution of the Greater Lambertville Chamber of Commerce, assets shall be distributed to Greater Lambertville Charities 501(c)3 scholarship fund.