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
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 for each of its physical locations.
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 at any time by 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 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.
Section 6 New members of the ASSOCIATION shall pay membership dues depending on the anniversary of their date of admission to the association as recorded in the financial records.
Section 7 Members may be expelled by the Board of Directors for just cause. Membership will lapse on date of non-payment. 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. The monthly membership meeting may be postponed to an agreed upon date or cancelled by the president of the association with the concurrence of a majority of the current board members.
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
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 for one additional year as a board member as an advisor to the current President and Board of Directors. 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. The president shall be the chairman of the Board of Directors.
Section 2A quorum for the Board of Directors shall be a general majority.
Section 3Proxy voting is not permitted at any time.
Section 4Electronic voting is permitted as needed at the direction of the association president or a minimum of any 3 elected directors and must be noted in the meeting minutes at the next Board meeting.
Section 5The president shall only cast deciding vote in the event of a tie.
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.
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. The Vice President will also serve as the President Elect for the upcoming year.
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 by the Board of Directors.
Section 2 Standing committees shall consist of Membership, Publicity & Marketing, Nominating, 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. The membership committee will also be responsible for overseeing the yearly membership renewals.
Section 4 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 also responsible for organizing quarterly mixers
Section 5 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.
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 any two officers of the Board of Directors. All disbursements shall be made by check or by electronic funds transfers as approved by the
Board of Directors. Invoices and receipts must be kept by the Treasurer for all disbursements.
ARTICLE 11- FISCAL YEAR
Section 1 The ASSOCIATION shall be reconciled on a regular basis by an independent CPA or Such person who is designated and approved by the Board of Directors. The reconciliation shall adhere to all rules and regulations as it is required according to the laws of the state of PA and the IRS for its current non-profit status.
ARTICLE 12- PARLIAMENTARY PROCEDURE
Section 1 The proceedings of the ASSOCIATION’s meetings shall be governed by and conducted according to Robert’s Rules for Parliamentary Rules.
Section 2 The agenda to be followed by the president in his /her conduct of the meeting shall be set by the President with approval of the Board of Directors.
ARTICLE 13- AMENDMENTS
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.
ARTICLE 14 - DISSOLUTION
Section 1 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.
ARTICLE 15– MERGER
Section 1 Upon the merger of the Berks-Mont Business Association with any other similar organization, all assets of the Corporation shall be transferred to the entity created or remaining after such merger.
Section 2 No merger may occur unless it is first approved by the Board of Directors.
Adopted January 5, 2000
Amended June 7, 2000
Amended September 18, 2008
Amended October 1, 2014
Amended May 3, 2017