Bylaws of Mays Landing Merchant Association
(A Non-Profit Corporation)
Name and Location
Section 1. The name of the organization shall be Mays Landing Merchant Association. This organization shall also be recognized doing business as the Mays Landing Merchant’s Association.
Section 2. All general meetings will be held on the first Wednesday of each month at 7:00 p.m. at the Presbyterian Church annex located on Route 50 in Mays Landing, New Jersey. The location of any general meeting may be changed provided such change is announced to all members at least three (3) days in advance of the regularly scheduled meeting date. Additional meetings may be scheduled from time to time provided such meeting is announced to all members at least three (3) days in advance. Any board of directors meeting may be held at such time and place as designated by the duly elected, then serving officers.
Purposes and Structure
Section 1. Purposes. This corporation is organized exclusively as a nonprofit as defined in Section 501(c)(4) of the Internal Revenue Code. The purposes of the Corporation include: Organizing, planning and hosting community related events, increasing the visibility, attractiveness and quality of life for the local community as a whole; and providing educational and informational resources to the community.
This Corporation shall be self-governing, self-supporting, non-commercial, non-sectarian, nonprofit and nonpartisan, and shall seek neither to direct the legislative agenda of the community nor to control its policies.
No part of the net earnings of the Corporation shall inure to the benefit of any director of the Corporation, officer of the Corporation, member, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes); and no director, officer, member, or private individual shall be entitled to share in the distribution of any of the corporate assets on the dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication of statements) any political campaign on behalf of any candidate for public office.
The Corporation shall not conduct or carry on any activities not permitted to be Conducted or carried on by an organization exempt from taxation under Section 501(c)(4) of the Internal Revenue code and Regulations as they now exists or as they may be amended.
The Corporation shall observe the following regulations: all local, state and federal laws which apply to nonprofit organizations.
Upon dissolution of the Corporation or the winding up if its affairs, the assets of the Corporation shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section (c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended, and as specifically set forth in Article VII of the Corporation’s Articles of Incorporation.
Section 1. Membership. Membership in this organization is open to any person who owns, operates, or is a duly nominated representative of a business, non-profit group, recognized religious group or other approved community organization with ties to the Hamilton Township, New Jersey business community subject to Board approval.
Section 2. Qualification. Eligible persons shall become members by paying the prescribed membership dues, which are currently fixed at $125.00 per year which is due each year on the anniversary of the member joining the Association. Members who joined the Association prior to January 1, 2013, shall have January 1st of each subsequent year as their renewal date. Upon payment of such dues, a member shall be considered in good standing and be entitled to any and all rights and privileges of membership.
Section 3. Dues. Annual dues shall be assessed in such amounts as determined by a 2/3 majority of the members present at the organizational meeting for the upcoming year. Dues shall be payable at the beginning of each fiscal year.
Section 4. Voting. Each member in good standing, as described in Article Three, Section 2 of these Bylaws, shall have the right to cast one vote on any matter at any particular meeting. The decision of a majority of the voting members present at a meeting at which a quorum is established will be binding on the organization, unless provisions of these Bylaws require greater vote.
Section 5. Quorum. A meeting shall constitute a quorum for the purposes of any vote provided that ten percent (10%) of the members in good standing are present at the time of the meeting. If the ten percent (10%) needed for a quorum is not present, then the Board may adjourn the vote until such time as a quorum is present.
Section 1. Qualification. Any member in good standing is eligible to serve on the Board of Directors.
Section 2. Powers. The Board shall be the governing body of the organization and shall manage, control, and direct the affairs and property of the organization.
Section 3. Compensation. No Board member shall receive compensation for any service he or she may render to the organization in their capacity as a Board member. Board members may be reimbursed for actual expenses incurred in the performance of their duties. In addition, any services rendered by any member of the Board, unrelated to their position as a Board member, shall be reimbursed, provided; a) the fee(s) is reasonable for the service(s) being provided; b) the fee(s) and service(s) have been approved by the Board; and c) the fee(s) and service(s) has passed by a majority vote of the members present at a meeting to vote on such fee(s) and service(s). The Board member shall abstain from all voting related to fee(s) and service(s) rendered by them as described above.
Section 4. Officers. Officers shall be elected every three (3) years at the last general business meeting of the calendar year (December meeting) and will take office effective the first general business meeting of the new calendar year (January meeting). The election shall be staggered in such a way that the President and Treasurer as elected in the same year and the Vice President and Secretary are elected in the following year. The three (3) At Large Directors shall be elected one per year with each serving a three year term. The first three (3) At large Directors to serve under these amended By-Laws shall serve a one-year, two-year and three-year terms respectively for the purposes of allowing for a staggered vote. The officers will be elected by simple majority of the membership present at such a meeting. Vacancies of offices with unexpired terms shall be filled by appointment by a majority of the remaining officers. The officers and their respective duties are as follows:
a.The President shall:
∙ Preside at all meetings of the organization;
∙ Resolve problems in the membership;
∙ Regularly meet with the treasurer of the organization to review the organization’s financial position;
∙ Schedule annual audit of records or request an audit if the need should arise during the year;
∙ Perform any other specific duties as outlined in the bylaws of the organization.
b.The Vice President shall:
∙ Preside at meetings in the absence or inability of the president to serve;
∙ Perform administrative functions delegated by the president;
∙ Perform other specific duties as outlined in the bylaws of the organization.
c.The Secretary shall:
∙ Maintain the records of the minutes, approved bylaws and any standing committee rules, current membership and committee listing;
∙ Record all business transacted at each meeting of the association as well as meetings of any executive board meetings in a prescribed format;
∙ Maintain records of attendance of each member;
∙ Conduct and report on all correspondence on behalf of the organization;
∙ Other specific duties as outlined in the bylaws of the organization.
d.The Treasurer shall:
∙ Review invoices for payment and submit to the President, via the Bill List, the current months requested expenditures.
∙ The Treasurer will record to a Disbursement and Receipt Journal all financial transactions.
∙ The Treasurer will reconcile the journal to the monthly Bank Statements and report to the President all discrepancies.
∙ The Treasurer will provide the President with monthly cash balances for each of the association bank accounts.
∙ The Treasurer will provide the President, upon request, with financial statements including cost center financials.
∙ Compile and provide all necessary documents needed for tax filings so they may be presented to the tax preparer for the organization;
e.The At Large Directors (3) shall:
∙ Perform administrative functions as determined by the Board;
∙ Provide support and assistance as needed by the Association;
∙ Attend all meeting requiring a vote of the Board
Section 5. Term.
Each elected officer shall serve a term of three (3) years or until a successor has been duly elected or appointed.
Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by oral or written notice delivered personally or sent by mail or facsimile to each Director at his or her business address. Any Director may waive notice of any meeting, and the attendance of a Director at any meeting shall constitute a waiver or notice of such meeting.
Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8. Proxy. No voting by proxy will be allowed.
Section 9. Nominations. At the September meeting of the Association in each year, the Board members not up for re-election shall elect three members of the Association who are in good standing and none of whom currently serve on the Board, to serve as a Nomination Committee. The Nomination Committee shall nominate, at the December meeting of that year, one person for each spot being vacated. Any member in good standing may nominate a person by submitting the name of a member in good standing as well as the position for which they are being nominated to the Nomination Committee by November 1st of each election year. The final vote of December shall be conducted as described in Article 3, Section 4.
Section 1. Fiscal Year. The fiscal year of this organization shall be January 1 through December 31 of the following calendar year.
Section 2. Operating Funds. Operating funds shall be maintained in a general fund, and an accounting of such funds shall be presented at all meetings.
Section 3. Annual Statement. The directors shall present at each annual meeting, or when called by vote of the members at any meeting, a full and clear statement of the condition of the organization.
Section 4. Group Exemption. This nonprofit organization will qualify as a tax-exempt organization under the provisions of Section 501(c)(4) of the Internal Revenue code and its Regulations as they now exist.
Section 1. The President shall appoint a chairperson and any necessary at-large members to make up a committee that is deemed necessary by the board of directors and/or the general membership in furtherance of any of the purposes of the organization. This can include, but is not limited to a nominating committee, a fundraising committee, and events committee.
Section 2. Any member in good standing can serve as a chair or as a member of a designated committee at the appointment of the President. This chair or committee member may include any already acting board member, including the President.
Section 1. Amendments to Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors, provided that such alterations, amendments, or proposed substitute Bylaws have been read or distributed to all Directors present at the previous regular meeting or such action may be made at a special meeting held at least ten days after the regular meeting at which the reading or distribution was made.
Section 2. Amendments to the Articles of Incorporation. The Directors shall adopt a resolution setting forth any proposed amendment of the Articles of Incorporation, which, if approved by a majority of the Directors, shall be again submitted for a vote at the next regular meeting of the Directors.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting secretary of the Mays Landing Merchant Association and these Bylaws constitute the corporation’s Bylaws. The Bylaws were duly adopted and amended at a meeting of the board of directors held on _____________, 2014.
Arlene Blosch, Secretary of the Corporation