By-Laws of the Berks-Mont Business Association, Inc.
ARTICLE 1- NAME
Section 1 The name of this organization shall be the Berks-Mont Business Association, Inc., hereinafter known as ASSOCIATION.
ARTICLE 2- OBJECT
Section 1 The Berks-Mont Business Association, Inc is organized for the purpose of advancing the commercial, industrial, civic and general interests of its members.
ARTICLE 3- LIMITATIONS OF METHOD<Br> Section 1 The ASSOCIATION shall be a non-partisan and non-sectarian and shall take no part or lend influence or facilities either directly or indirectly to the nomination, election, or appointment of any candidate for office in city, county, state or nation nor shall meetings of a political nature whatsoever be held under the control of the ASSOCIATION.
ARTICLE 4- MEMBERSHIP
Section 1 Any person, firm, association, corporation or partnership of good moral character and good reputation in the community, may apply for membership in the ASSOCIATION.
Section 2 Any person, firm, association, corporation or partnership may become a member by paying the annual dues for such membership, and shall designate an individual or individuals to represent the person, firm, association, corporation or partnership. An individual person, firm, association, corporation or partnership may only maintain one membership per person, firm, association, corporation or partnership.
Section 3 Each person, firm, association, corporation or partnership shall have the right to cast only one vote; by and through one of the individual(s) designated to represent the person, firm, association, corporation or partnership
Section 4 Any person, firm, association, corporation or partnership shall have the right at any time to change any or all of its representatives upon written notice to the ASSOCIATION.
Section 5 The membership committee of the ASSOCIATION shall be responsible for the soliciting applications for membership. An application for membership shall be regarded as a guarantee on the
ARTICLE 4- MEMBERSHIP (Cont’d)
part of the applicant of his /her /its interest in and sympathy with the purposes of the ASSOCIATION, and of his / hers /its adherence to the bylaws, rules, and regulations of the ASSOCIATION. New members shall be approved by the Board of Directors.
Section 6 New members of the ASSOCIATION shall pay dues depending on their date of admission to the association on the following schedule: If a member joins the association between January and March, their dues are 100% for the current year. If a member joins between April and June, their dues are prorated by 75% for the current year. If a member joins between July and September, their dues are prorated by 50% for the current year. If a member joins during the last quarter of the year, their dues are waived for the current year.
Section 7 Members may be expelled by the Board of Directors for cause. Members shall be expelled for non-payment of dues by January 15 of each year. No member shall be expelled for cause without the opportunity of a hearing before the board of directors at a proposed time and place and after a reasonable notice. A two thirds vote of all directors present shall be necessary to expel a member for cause.
Section 8 The death, resignation or expulsion of a member shall terminate his /her /its membership. The termination of a membership shall work a forfeiture of all interest of the member in and to the property of the association, and the member shall thereafter have no right thereto or any part thereof.
ARTICLE 5- MEETINGS
Section 1 The association shall hold meetings the first Wednesday of each month. In the event the regular meeting date falls on a legal holiday, the monthly meeting shall be postponed one week, or a date agreed upon by the Board of Directors.
Section 2 At all membership meetings, fifteen percent of the members in good standing shall constitute a quorum.
Section 3 The Board of Directors shall meet prior to the regular business meeting, or at the discretion of the BMBA Officers
ARTICLE 5- MEETINGS (CONT’D)
Section 4 The Board of Directors may provide for the holding of special membership meetings when deemed desirable. Authority for calling special meetings of the ASSOCIATION is also vested in the president, who may call such a meeting after first receiving the approval of the Board of Directors.
Section 5 Notice of both regular and special meetings shall be given to each member in person, by mailing of such notice or by the use of electronic mailing at least five days in advance of the meeting.
ARTICLE 6- BOARD OF DIRECTORS
Section 1 The work of the ASSOCIATION and the control of its property shall be vested in the Board of Directors. The Board of Directors will be compromised of the elected officers and five (5) elected board members. During the first year of association, two board members shall be elected for a one (1) year term. Three board members shall be elected for a two (2) year term. Thereafter all board members shall be elected for a two (2) year term. The past president of the association shall serve as an advisor to the Board of Directors and his / her attendance at monthly and special meetings is requested. The Board of Directors shall have the power to fill all vacancies on the board. They may adopt rules for conducting the business of the ASSOCIATION. They shall meet the Wednesday prior to the regular meeting, or at the discretion of the Board of Directors. The president shall be the chairman of the Board of Directors.
ARTICLE 7- OFFICERS
Section 1 Officers of the ASSOCIATION shall consist of the president, vice president, secretary and treasurer. Officers shall be elected for a term of one year. A list of proposed candidates will be presented at the November general membership meeting with the election to take place at the December general membership meeting of the ASSOCIATION. Officers will take office at the January Board of Directors meeting.
Section 2 The president shall preside at all meetings of the ASSOCIATION and shall perform all duties incident to his /her office. He/she shall appoint all committees and shall be ex-officio member of all committees. He/she shall at all times deem it necessary and proper comment to the membership or to the Board of Directors such matters and make suggestions as may tend to promote the prosperity and increase the usefulness of the ASSOCIATION.
ARTICLE 7- OFFICERS (CONT’D)
Section 3 The vice president shall act in the absence of the president and shall undertake any duties that may be assigned him/her by the president.
Section 4 The Secretary shall submit a report of the minutes of the previous and/or special meetings at each monthly meeting of the Board of Directors of the ASSOCIATION. He/she shall perform such duties as may be incident to his/her office, subject to the discretion of the president and the Board of Directors. At the expiration of his/her term, he/she shall deliver to the Board of Directors all books, papers, records and property of the ASSOCIATION.
Section 5 The treasurer shall be responsible for keeping an accurate record and accounting of all funds and monies of the ASSOCIATION, and shall furnish a report at each monthly Board of Directors meeting.
ARTICLE 8- COMMITTEES
Section 1 The president shall appoint all standing committees as well as name any special committees. Power and duties of the committees shall be defined in the by-laws.
Section 2 Standing committees shall consist of Membership, Marketing, Nominating, Programs, Speaker bureau and any other committees that the Board of Directors deems necessary. Each committee shall be chaired by a Board of Directors Member or Board of Director appointee.
Section 3 The Membership Committee shall be responsible for soliciting new members and encouraging members to attend meetings and take active part in the affairs of the ASSOCIATION.
Section 4 The Program Committee shall consist of a minimum of five (5) members who are actively involved in the ASSOCIATION. The committee shall be empowered to establish the fees for local businesses which participate in the annual promotions of the ASSOCIATION, as it deems necessary. The committee shall operate within its own budget, which must be presented to the Board of the ASSOCIATION for approval. No part of the operating costs of the committee shall be derived from annual membership dues.
ARTICLE 8- COMMITTEES (CONT’D)
Section 5 The Marketing Committee shall be responsible for publicizing the activities of the ASSOCIATION through newspapers, radio and any other media as it deems necessary. This committee is responsible for organizing quarterly mixers
Section 6 The Nominating Committee shall prepare a slate of officers for the offices of the president, vice president, secretary, treasurer and the Board of Directors. The nominating committee shall be appointed by the president at his /her discretion, but the committee’s recommendation must be reported to the ASSOCIATION at its November general membership meeting.
Section 7 The Speaker Bureau will be responsible for the programs presented to the general membership at the monthly general membership meeting.
ARTICLE 9- ORGANIZATION
Section 1 For the purpose of sub-dividing the work of the ASSOCIATION, the membership shall be divided into as many committees as may be deemed advisable from time to time.
Section 2 The work of each committee shall be under the immediate direction of a chairman and at least two other members, except where the president deems it advisable for fewer members to serve on a committee.
ARTICLE 10- DISBURSEMENTS
Section 1 No disbursements of funds of the ASSOCIATION shall be made unless same shall have been authorized and ordered by the Board of Directors. All disbursements shall be made by check. Checks shall be signed by the president or vice president and secretary or treasurer.
ARTICLE 11- FISCAL YEAR
Section 1 The fiscal year shall end on the 31st day of December. The ASSOCIATION shall be audited annually by an independent CPA designated and approved by the Board of Directors and report its findings to the membership.
ARTICLE 12- PARLIAMENTARY PROCEDURE
Section 1 The proceedings of the ASSOCIATION’s meetings shall be governed by and conducted according to Robert’s Manual for Parliamentary Rules.
ARTICLE 12- PARLIAMENTARY PROCEDURE (CONT’D)
The agenda to be followed by the president in his /her conduct of the meeting is as follows: The call of order of the meeting, the reports of the secretary, treasurer and standing committees, the transaction of old business, the transaction of new business, the introduction of guest speakers or the presentation of programs, etc. and adjournment.
ARTICLE 13- AMENDENTS
Section 1 These by-laws may be altered, amended, or added to, by the affirmative vote of a majority of the members voting at any meeting of the ASSOCIATION, in the call for which notice of the proposed change shall be given; provided that any such alterations, amendments, or additions in specific forms, shall have been first approved by the Board of Directors.
Upon the dissolution of the Berks-Mont Business Association the monies still remaining in any bank accounts shall be divided equally between all 501- C3 Non-profit charities BMBA members in good standing as decided upon by the Board of Directors.
Adopted January 5, 2000
Amended June 7, 2000
Amended September 18, 2008