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COLTS NECK BUSINESS ASSOCIATION, INC.
ARTICLE ONE NAME
This organization is incorporated under the laws of the State of New Jersey (Title 15A) as a Non Profit Corporation (IRC 501(c) (6). The name of the Corporation shall be the COLTS NECK BUSINESS ASSOCIATION, INC., (alternatively referred to as “CNBA”).
ARTICLE TWO PURPOSE
The purposes for which the CNBA is formed are as follows:
1. The CNBA is a dynamic organization striving to promote growth, prosperity and quality of life for our members and community, and to be the voice for entrepreneurs, representing and working to enhance the business environment.
Among its objectives, CNBA seeks to:
- Enhance the relationship between businesses and the Colts Neck community, maintaining the integrity of the “look and feel’ that has made the township unique;
- Provide new and existing businesses with the most conducive and supportive atmosphere to contribute to their potential success;
- Present the township businesses and their owners in the best possible light to the community; and
- Network with local entrepreneurs to create greater and more profitable business opportunities.
2. The CNBA is irrevocably dedicated to, and operated exclusively for, nonprofit purposes; and no part of the income or assets of the CNBA shall be distributed to, or inure to the benefit of, any individual.
ARTICLE THREE GOALS AND OBJECTIVES
The goals and objectives of the CNBA include but are not limited to the following, subject to change from time to time by the Executive Board (hereafter referred to as the “Board”) in keeping with the CNBA’s purpose:
- To promote the businesses located in the Township.
- To assess the availability of resources to promote growth for business.
- To inform residents of the availability of the local businesses that may be able to serve their needs.
- To act from time to time in its discretion, as an advocate for local businesses.
- To collect and disseminate information regarding any aspect affecting the business community.
- To raise funds, accept donations and other financial aid and to do all lawful things necessary and expedient to carry out these stated goals and objectives.
- To provide such other services as may be permissible by law to the business community.
ARTICLE FOUR MEETINGS; NOTICE; QUORUM
- Annual meeting of the CNBA will be held at the regular monthly meeting in January.
- Periodic meetings of the CNBA may be held as determined by the Board. Initially, the CNBA will hold monthly meetings, on the second Wednesday of each month, commencing at 8:00 a.m., at the Colts Neck library, or at such other intervals, dates, times and/or locations to be designated by the Board.
- Special meetings may be called by the President, a majority of the Board or by two-thirds (2/3) of the eligible membership, and shall be held at the CNBA’s regularly designated meeting location or other designated area.
2. Notice of Annual Meeting.
- Written notice of the time, place and purpose of annual meetings shall be given not less than seven (7) nor more than sixty (60) days before the date of the meeting, either personally, via e-mail, facsimile or by mail, to the members. Such notice may be embodied in the CNBA’s newsletter, meeting announcements or other publications.
- Formal notice of any Periodic Meeting shall be as determined by the Board.
- Notice of any special meeting, setting forth the purposes of the meeting, shall be given at least seven (7) days prior to the meeting.
3. Quorum. A simple majority (5 members) of the Board or 20 members (in the case of General Meetings) shall constitute a quorum for any applicable transaction that may be required by the Board or the general membership.
ARTICLE FIVE EXECUTIVE BOARD
- Officers. The officers of the CNBA shall be as elected by the membership annually, and shall consist of a President, two (2) Vice Presidents, a Recording Secretary, a Corresponding Secretary and a Treasurer. These officers, along with the advisors, shall constitute the Executive Board (Board).
- Advisors. Two (2) Advisors are appointed by the Executive Board for a 3 year term with overlapping expirations so that one (1) new advisor will be chosen every 2 years. Advisors are non-voting members of the Board who, using the process of observing, offer information, recommendations and opinions regarding decisions or a course of action of the Board. Opinions have no binding force.
- Election and Term of Office. Election of officers will be held in November with officer’s terms running for 1 calendar years beginning Jan. 1 of the year after their election. Officers may serve on the board for 4 consecutive years with a maximum of 6 consecutive years only if elected President whose term is a maximum of 2 years. In the event a position cannot be filled, an officer may continue another term, with the exception of the President.
- Power and Duties. Once elected, the officers shall perform such duties as may be specified by the Board and/or the current By-Laws. This may include the hiring of professionals for assistance as permitted by law. In the absence of such specifications, the duties of each officer shall be as follows:
(i) President, whose duties shall include: (a) chair and preside at membership meetings as well as meetings of the Board; (b) insure that all committees fulfill their responsibilities; (c) plan and organize the work of the Board; (d) in conjunction with the Treasurer and other Board members, prepare an operating budget covering all activities of the CNBA; (e) plan development for ongoing Board leadership; (f) ensure an annual report, including a fiscal report of the State of the CNBA, is presented at the annual meeting; and (g) vote to break a tie vote in the Board.
(ii) Two Vice Presidents, whose duties shall include: (a) act in lieu of, and with the full authority of, the President in case of the President’s absence; (b) perform specific duties related to the management of the CNBA’s objectives, as assigned by the President; (c) ensure that all records of the organization are gathered and retained, as per Article Nine; and (d) be responsible for all CNBA press releases and public relations.
(iii) Recording Secretary, whose duties shall include: (a) prepare complete accurate minutes of all Board meetings; (b) ensure that meeting minutes are posted to the CNBA website for member review at least one week prior to the next meeting; and (c) maintain an attendance record at meetings.
(iv) Corresponding Secretary, whose duties shall include: (a) keep a role of members and addresses; (b) compose all communications and correspondence from the Board, as directed by the President; and (c) fill in for the Recording Secretary as need may arise.
(v) Treasurer, whose duties shall include (a) manage the funds of the CNBA (ensure that all monies received are properly deposited in a financial institution or invested in a manner approved by the Board and ensure that all disbursements are proper);(b) keep an accurate record of membership dues paid; (c) submit a monthly report of cash balances and monies received and disbursed to the Board and the general membership; (d) perform financial duties as requested by the Board; (e) ensure that CNBA’s financial information is summarized at the end of the calendar year in a format that can be used to prepare required state or federal required tax filings and, (f) shall ensure that any Federal, state or local tax returns the CNBA is required to file shall be timely filed and shall be authorized to engage an outside accounting firm approved by the Board for this purpose.
ARTICLE SIX EXECUTIVE BOARD
- Executive Board. The Executive Board shall consist of the six officers, the immediate Past President and two(2) appointed advisors. Voting board members include the two (2) Vice Presidents, Recording Secretary,Corresponding Secretary, Treasurer and the Immediate Past President (In the event that the ImmediatePast President cannot serve, the Executive Board will ask the prior past president to fill that position. If nopast president can serve, the board will select another past officer.) The President shall vote in the event of a tie.
- General Powers. The affairs of the CNBA shall be managed by the Board. The Board shall by resolution delegate, to the extent that it considers necessary, any portion of its authority to manage, control, and conduct the current business of the CNBA, to any standing or special committee of the CNBA, or, to any officer or agent thereof. Notwithstanding any delegation of authority that the Board may make hereunder, it shall exercise general supervision over the officers and agents of the CNBA, if any. The Board shall have the power to perform only those duties that come within the tax exempt purposes of this Corporation.
- Qualifications. The Board shall at all times be comprised of residents of Colts Neck and/or individuals who own (or are substantial equity holders in an entity that owns) a business and/or commercial real estate in Colts Neck
- Attendance. The Board members are expected to attend all duly called regular, Board meetings and meetings of committees of which they belong. If a Board member is unable to attend any such meeting, he or she shall so notify the President or chair of that meeting. A Board member who has excessive unexcused absences from any such meetings will be asked to resign from the Board.
- Board Decisions. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these By-laws.
- Vacancies. A vacancy arises whenever a Board member leaves the Board for any reason, prior to the expiration of that term. Whenever a vacancy arises, the Board shall appoint a replacement to fill the remaining term.
- Compensation; Conflict of Interest. No Board member shall receive any compensation for his/her services. Further, no such person shall receive any other personal, financial, professional or political gain for the person’s activities related to the CNBA.
- Removal. Any Board member elected, may, for the best interest of the CNBA, be removed by a two thirds vote of the Board present at a meeting at which a quorum exists.
ARTICLE SEVEN COMMITTEES
Committees may be established and appointed by the Board from time to time or as necessary. If appointed, committees may include but are not limited to (i) Executive; (ii) Finance; (iii) Community Relations; (iv) Special Events/Planning; and (v) Membership, with the duties of any committee as determined by the Board.
ARTICLE EIGHT CONTRACTS, CHECKS, DEPOSITS AND FUNDS
- Contracts. Except as otherwise provided in the By-laws, the Board may authorize an officer or agent, to enter into any contract or execute and deliver any instrument, in the name and on behalf of the CNBA, and such authority may be general or confined to specific instances.
- Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money, and all notes, bonds or other evidence of indebtedness issued in the name of the CNBA shall be signed by the Treasurer or any two (2) officers of the CNBA in such a manner as shall from time to time be determined by resolution of the Board. All bank accounts will have no less than three authorized signers.
- Deposits. All funds of the CNBA shall be deposited to the credit of the CNBA in such bank or banks as the Board may select from time to time.
The Treasurer will have responsibilities for the management of the CNBA’s finances and operating expenses.
ARTICLE NINE BOOKS AND RECORDS
All current year CNBA meeting minutes, financial books and records, membership records, and correspondence shall be kept by the Recording Secretary, Treasurer, and Corresponding Secretary. At year-end, all meeting minutes, financial books and records, membership records, and correspondence will be collected by a Vice President and stored at the CNBA office located at 281 Route 34, Colts Neck.
ARTICLE TEN FISCAL YEAR
The fiscal year of the CNBA shall be the calendar year.
ARTICLE ELEVEN NONPROFIT CORPORATION
The CNBA shall at all times be operated on a nonprofit basis, and no dividends or interest (except to the extent of repaying indebtedness) shall be paid or payable by the CNBA, nor shall any part of the income or profit of the CNBA be distributed to the Board or any other private persons except as may be permitted by law.
ARTICLE TWELVE INDEMNIFICATION
Each Board member, officer and advisor of the CNBA now or hereafter serving as such, shall be indemnified by the CNBA against any and all claims and liabilities to which he or she has or shall become subject by reason of serving or having served as such Board member, officer or advisor, or by reason of any action alleged to have been taken, omitted, or neglected by him or her as such Board member, officer or advisor; and the CNBA shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his or her own willful misconduct.
The amount paid to any Board member, officer or advisor by way of indemnification shall not exceed his or her actual, reasonable and necessary expenses incurred in connection with the matter involved, and such additional amount as may be fixed by the Board.
The right of indemnification herein above provided for shall not be exclusive of any rights to which any Board member, officer or executive director of the corporation may otherwise be entitled by law.
ARTICLE THIRTEEN PARLIAMENTARY PROCEDURES
Except as otherwise provided in these by-laws, Roberts’ Rules of Order shall prevail on parliamentary procedures.
ARTICLE FOURTEEN AMENDMENT OF BY-LAWS
Amendments to or repeal of these By-laws may be made at any regular meeting of the Board or any special meeting called for that purpose, by a majority vote of the Board members attending that meeting, provided the proposed amendment or repeal was submitted in writing in accordance with the notice provisions for an annual or special meeting of these By-laws. The amendment or repeal would become effective immediately after the meeting at which it was formally adopted.
ARTICLE FIFTEEN NOTICES OR POLICIES
Any Policies or Notices of importance may be added to the By-Laws and, once approved by the Board, will be annexed hereto at the end of these By-Laws document.
ARTICLE SIXTEEN CERTIFICATE OF INCORPORATION
The Corporation derives its power and authority from a Certificate of Incorporation bearing the date of May 6, 2008 and filed under the laws of the State of New Jersey governing nonprofit corporations.
The foregoing By-Laws of the COLTS NECK BUSINESS ASSOCIATION, INC. were adopted by the Board at a Meeting of Board held on ________________, 20___.
By: ________________________ ___________________, Secretary