NPBPA BY LAWS

ARTICLE 1

General

Section 1.1. Name

This organization is incorporated under the laws of the State of New Jersey and shall be known as the New Providence Business & Professional Association (hereinafter referred to as “the Association”).

Section 1.2. Purpose

The Association is committed to promoting and improving trade and commerce, fostering and creating opportunities for business success and business development and serving as an effective catalyst for the economic growth and prosperity of New Providence as permitted by the New Jersey Nonprofit Corporation Act.

Section 1.3. Limitation of Methods

The Association shall observe all local, state and federal laws which apply to non-profit organizations as defined in the Internal Revenue Code, 26 U.S.C. Section 501(c)(6).  The Association shall be non-partisan and non-sectarian and shall not lend its support to any candidate for public office.  The Association may, however, voice its opinion regarding matters of public concern.

Section 1.4. Meeting Location

The usual place of meeting shall be within the Borough of New Providence.

ARTICLE 2

Membership

Section 2.1. Eligibility

Any reputable person, association, corporation, partnership, sole proprietorship or society operating as a business entity, which has a physical presence in the Borough of New Providence and subscribing to the objectives of this Association shall be eligible for membership.  The business entity rather than the individual member or representative of the business entity shall be considered for membership.

Section 2.2. Appointment

Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant.  Appointment of members shall be by the Board of Trustees at any meeting thereof.  Any applicant so appointed shall become a member upon payment of the regularly scheduled dues as provided in Section 3 of this Article.

Section 2.3. Dues

There shall be an annual membership fee (membership dues) payable by each member, except Honorary Members.  The Board of Trustees shall determine the annual membership fees and the date(s) when such fees shall be paid.

Section 2.4. Termination of Membership

This section shall cover the resignation or termination of members of the Association.
                a.  Any member may resign from the Association upon written request to the Board of Trustees.
                b.  The Board of Trustees may terminate any member by a majority vote for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause shown.  A late fee may be assessed on all delinquent membership accounts more than 90 days in arrears.
                c.  Any member may be terminated by a two-thirds vote of the Board of Trustees at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Association, after notice and opportunity for a hearing are afforded the member complained against.

Section 2.5. Voting

In any proceeding in which voting is called for, each member, as defined in Section 2.1 in good standing shall be entitled to cast one (1) vote.

Section 2.6. Honorary Membership

The Board of Trustees may confer or revoke  Honorary Membership to any business entity by a unanimous vote of Trustees in attendance at a Board meeting and a two-thirds vote of the members of the Association.  Honorary members shall have all of the privileges of members except the right to vote and shall be exempt from the payment of dues.  

Section 2.7. Guest Policy

Visitors (including but not limited to: interested New Providence citizens, non-member New Providence businesses, and businesses residing outside of New Providence) may be invited to attend regular membership meetings and events.  Visitors may be required to pay non-member fees at the discretion of and to be set by the Board of Trustees.

Section 2.8. Correspondence

Communication with Association members may be by written correspondence through regular mail, e-mail, fax transmission, electronic correspondence or by telephone.  

ARTICLE 3

Meetings

Section 3.1. Annual Meeting

The annual meeting of the Association in compliance with State law, shall be held during the second quarter of each calendar year.   The Board of Trustees shall fix the time and place of the annual meeting.  Notice shall be mailed and/or e-mailed to each member at least ten (10) days before such meeting.

Section 3.2. Regular General Meetings

Regular general meetings of the Association shall be held at least quarterly at the time and place designated by the Board of Trustees.  At least one week’s notice of such meetings shall be given.

Section 3.3. Special General Meetings

Special general meetings of the Association may be held at any time when summoned by the President, or requested in writing to the President by any three (3) members of the Board of Trustees, or any seven (7) members of the Association.  At least three day’s notice of such meetings shall be given.

Section 3.4. Committee Meetings

Committee meetings may be called at any time by the President or by the committee’s chair person.

Section 3.5. Board Meetings

Meetings of the Board of Trustees shall be held at least quarterly at the time and place designated by the Board of Trustees.  At least one week’s notice of such meetings shall be given.  Special meetings of the Board of Trustees may be held at any time when summoned by the President so long as notice is provided to all Board members and at least three (3) days notice is provided. 

Section 3.6. Notice

Notice of all meetings, naming the time and place of assembly, shall be given by the Board President or Board Secretary or either of his or her designees.  A circular type letter, signed by the  Board President or Board Secretary or either of his or her designees and mailed, faxed or e-mailed to the last known address of each member.  Notice of the annual meeting shall be posted on the Associations website.  An advance agenda and minutes should be prepared for all meetings.

Section 3.7. Quorums

At any duly called annual or general meeting of the Association, 10% of the members in good standing, including the Board of Trustees, shall constitute a quorum and, unless otherwise specifically provided, a majority of the members present shall be competent to do and perform all acts which are or shall be directed to be done at such meeting.  At Board meetings and committee meetings, a simple majority shall constitute a quorum.

Section 3.8. Sponsorships

In order to underwrite meeting costs, the Association has established a practice and process for the optional sponsorship of meetings.  In return for the financial contribution of the sponsor(s) the Association will permit sponsor(s) to introduce themselves and distribute materials to the members.  Any additional sponsor activities are at the discretion of the Board of Trustees.

ARTICLE 4

Board of Trustees (OFFICERS)

Section 4.1. Composition of the Board

A.  The Officers of the Board of Trustees shall be composed of a President, Vice President, Treasurer and Secretary who shall be elected to serve not more than two consecutive one year terms as Officers of the Board.
B.  The Board of Trustees shall also include:
                (i) an annual representative of the New Providence Borough Council who shall be recommended by the Mayor and approved by the Council.  Said Council representative shall not serve as an officer of the Board; and
                (ii)  at least five (5) but no more than twenty (20)  (as determined by the Board of Trustees) members of the Association  who shall be elected to serve a term of three years; and
                (iii)  a New Providence Borough municipal employee to serve a one year term as liaison between the NPBPA and the New Providence Borough administration.  Said liaison shall not have voting rights either on the Board of Trustees or as an Association member.

The government and policy-making responsibilities of the Association shall be vested in the Board of Trustees, which shall have control of its property, be responsible for its finances and direct its affairs.

Section 4.2. Selection and Election of Officers (Board of Trustees)

A.  Nominating Committee.  In the first quarter of the calendar year,  the President shall appoint, subject to the approval of the Board, a Nominating Committee of three (3) members of the Association.  The President shall designate the committee chair.  Prior to the next regular general meeting, the Nominating Committee chair shall present to the Board a slate of candidates for each position up for election.  Each candidate shall be a member in good standing and must have already accepted the nomination.
B.  Publicity of Nominations.  Upon receipt of the report from the Nominating Committee, the Chairman shall immediately notify the membership by mail and/or e-mail of the names of the persons so nominated and the right of nomination by petition.
C.  Nomination by Petition.  Additional names of candidates for trustees can be nominated by petition bearing the genuine signatures of at least 5 members of the Association in good standing.  Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated.  The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
D.  Determination.  If no petition is filed within the designated period, the nominations shall be closed and the nominated slate shall be declared elected by the Board of Trustees at their regular Board meeting held during the second quarter of the calendar year.  If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order.  Instructions will be to vote for an many candidates as there are positions to be filled.  Ballots shall be mailed to all active members at least twenty (20) days before the next regular second quarter Board meeting.  The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Association office within fifteen (15) days of the date of mailing as designated on the ballot.  The Board of Trustees shall, at its regular second quarterly Board meeting, declare the candidates with the greatest number of votes elected.
E.  Judges.  The President shall, with the approval of the Board of Trustees, appoint one (1) but not more than three (3) judges who are not members of the Board of Trustees or candidates, but may be members of the Nominating Committee to be judges, of the election.  Such judges shall have complete supervision of the election, including auditing the ballots.  They shall report the results of the election to the Board of Trustees.

Section 4.3. Seating New Trustees

All newly elected Board members shall be seated at the first regularly scheduled third quarter Board meeting or as soon thereafter as the next regular Board meeting shall occur and shall be participating members thereafter.

Section 4.4. Vacancies

A.  A member of the Board of Trustees who shall be absent from three (3) consecutive regular meetings may be automatically dropped from the membership on the Board, unless confined by illness or other approved absence,  by a majority vote of those attending the censure meeting.
B.  Any vacancy resulting from a member of the Board of Trustees being relieved from duties in accordance with paragraph A of this section, or resigning his or her office, shall be filled by the President with the advice and consent of the remaining Board members.  The person appointed to fill the vacancy shall serve the remainder of the term of office of the vacating member.

Section 4.5. Policy

A.  The Board of Trustees is responsible for establishing procedure and formulating policy of the Association.  It is also responsible for adopting all policies of the Association.  These policies shall be maintained in a policy manual to be prepared, maintained and updated by the Board Secretary or his or her designated agent, to be reviewed annually and revised as necessary.
B.  The Board of Trustees may, by a two-thirds majority vote, retain and/or hire employees and/or independent contractors or consultants as is necessary to assist in the performance of the duties of the Board and its Officers.  

Section 4.6. Liability

No trustee or officer of the Association shall be personally liable to the Association for damages for breach of any duty owed to the Association, except for liabilities arising from breach of any duty based upon an act or omission (1) in breach of the duty of loyalty owed to the Association or its members, (2) not in good faith or involving a knowing violation of law, or (3) resulting in receipt by such trustee or officer of an improper personal benefit.   Neither the amendment nor repeal of this section 4.6 shall eliminate or reduce the protection offered by this section 4.6 to a trustee or officer of the Association in respect to any matter which occurred, or any cause of action, suit, or claim which but for this Section 4.6 would have accrued or arisen prior to such amendment, repeal or adoption.

ARTICLE 5

Officers (Board of Trustees)

Section 5.1. Duties of Officers (Board of Trustees)

A.  President.  The President shall serve as the chief elected officer of the Association and shall preside at all meetings of the membership.  The President shall, with the advice of the Board of Trustees, determine all committees, select all committee chair persons, committee board liaisons and assist in the selection of committee personnel, subject to the approval of the Board of Trustees.  The President shall also be the chief administrative and executive officer.  The President shall be a voting member of the Board of Trustees and all committees.  The President shall be responsible for the administration of Association programs in accordance with the policies and procedures of the Board of Trustees.  The President shall, with the cooperation of any committee appointed to the task, be responsible for the preparation of an operating budget covering all activities of the Association, subject to the approval of the Board of Trustees.  The President shall be responsible for all expenditures with approved budget allocations.  Nothing herein prevents the President from seeking assistance from or assigning these duties to paid or non-paid personnel or independent consultants/contractors, however, in the event that the President assigns any or all of these responsibilities to paid or non-paid personnel or independent consultants/contractors  said personnel and/or consultant/contractors will report directly to the President and shall obtain the President’s approval to carry out any and all duties required under this Section.  The President shall be the sole officer authorized to execute any and all agreements binding the Association that have been approved by a majority vote of the Board of Trustees.

B.  Vice-President.  The duties of the Vice-President shall be those required by law, as well as those that may be assigned by the President.  The Vice-President will also have the immediate jurisdiction of all committees pertaining to the general or assigned duties referred to in this section.  The Vice-President shall exercise the power and authority and perform the duties of the President in the absence or disability of the President.

C.  Treasurer.  The Treasurer shall be responsible for the safeguarding of all funds received by the Association and for their proper disbursement.  Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the Board of Trustees.  Checks are to be signed by any two members of the Board of Trustees.  The Treasurer shall cause a monthly financial report to made to the Board.

D.  Secretary.  The Secretary shall be responsible for making, organizing and safeguarding all minutes and documenting all formal action taken by the Board of Trustees.  In addition, the Secretary will prepare notices, agendas and similar correspondence and distribute them as necessary in a timely manner.

ARTICLE 6

Committees and Divisions

Section 6.1. Appointment and Authority

The President by and with the approval of the Board of Trustees, shall appoint all committees and committee chair persons.  The President may appoint such ad hoc committees and their chair persons as deemed necessary to carry out the program(s) of the Association.  Committee appointments shall be at the will and pleasure of the President and shall serve concurrently with the term of the appointing President unless the Board of Trustees approves a different term.  It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Trustees and carry on such activities as may from time to time be delegated to them by the Board.

Section 6.2. Limitation of Authority

No action by any member, committee, division, employee, trustee or officer shall be binding upon or constitute an expression of the policy of the Association until is shall have been approved or ratified by the Board of Trustees.   Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Trustees, it is deemed wise to discontinue one or more particular committees.  No member shall represent the Association’s position on any matter or issue at any meeting, reception or gathering unless approved by the Board of Trustees at a regular or special meeting prior to said representation.

Section 6.3. Testimony

Once committee action has been approved by the Board of Trustees, it shall be incumbent upon the Board President or the President’s   designee to give testimony to, or make presentations before civic and governmental agencies.

Section 6.4. Divisions

The Board of Trustees may create such divisions, bureaus, departments, councils or subsidiary corporations, as it deems advisable to handle the work of the Association.  The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils or subsidiary corporations.  The Board shall annually review all activities and proposed programs of such divisions, bureaus, departments, councils or subsidiary corporations having bearing upon or expressive of the Association and shall approve such activities or programs where appropriate.

ARTICLE 7

Finances

Section 7.1. Funds

All money paid to the Association shall be placed in a general operating fund.  Funds unused from the current year’s budget may be placed in a reserve account or may remain in the operating account and  carried over into the next year’s annual budget subject to approval of a majority vote of the Board of Trustees.

Section 7.2. Disbursements

Upon the approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Trustees.  Disbursement shall be by check.  Checks must be signed by any two members of the Board of Trustees.

Section 7.3. Fiscal Year

The fiscal year of the Association shall close on December 31 of each year.  The Association shall operate on a calendar year.

Section 7.4. Budget

As soon as possible after election of the new Board of Trustees, the Board shall adopt the budget for the coming year. 

Section 7.5. Audit

The accounts of the Association may be audited by an Association committee and/or retained professional appointed by the President and approved by a majority vote of the Board of Trustees.  The audit shall at all times be available to members of the organization within the offices of the Association.

ARTICLE 8

Dissolution

Section 8.1. Procedure

The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure or be distributed to the members of the Association.  On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organize and qualified organizations which engage in activities substantially similar to those of the Association to be selected by the Board of Trustees as defined in the Internal Revenue Code, 26 U.S.C. Section 501(c)(3) or Section 501(c)(6).

ARTICLE 9

Parliamentary Procedure

Section 9.1. Association Proceedings

The proceedings of the Association meetings shall be governed by and conducted in accordance with the current Bylaws.  In the absence of a Bylaw addressing a specific issue, the latest edition of Roberts Rules of Order, a handbook for parliamentary procedure shall prevail.

Section 9.2. Addressing the Association; Agenda

Any member of the public may address the Association by requesting permission to speak at the appropriate time on the agenda or by invitation of the Board of Trustees.

Items my be placed on the agenda by notifying the Association President within a reasonable time prior to the time scheduled for a regular or special meeting, or by requesting permission for time on the agenda immediately prior to the start of a special or regular meeting.

Items not on the agenda may not be acted on by the Board of Trustees until the following regular meeting unless an item is deemed to be an emergency issue, in which case the Board of Trustees, by a majority vote, may take action to place the emergency item on the agenda.

ARTICLE 10

Amendments

Section 10.1. Proposed Changes

A proposed change in any part of these Bylaws can be effected only by a majority vote at a regular or special meeting of the general membership, which has been preceded by a minimum of  five (5) days written notice, which shall also mean e-mail, to all members.  Said notice shall state in detail that part of the bylaws to be amended, as well as the actual amendment to be considered.  No change may be made to any part of the Bylaws not specifically mentioned in the written notice.

ARTICLE 11

Ratification

Section 11.1. Sanction and Effective Date

These Bylaws were reviewed by the Board of Trustees and the Association membership at a meeting held on the date mentioned below.  These Bylaws were sanctioned to become effective immediately and were attested by the Secretary that there was a quorum present and the motion passed by greater than a majority vote.

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Secretary                                                           Date