BY - LAWS
CHAMBER OF COMMERCE OF GREATER CAPE MAY, INC.
Amended September 1, 2004

ARTICLE I
Name and Object

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Section 1. The name of this organization shall be the Chamber of Commerce of Greater
Cape May, Inc.
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Section 2. The objective of the Chamber of Commerce of Greater Cape May is to promote the civic and commercial welfare of Greater Cape May.
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Section 3. The By-laws of the Chamber of Commerce of Greater Cape May shall be the constitution thereof.

ARTICLE II
Membership

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Section 1. All who sympathize with the objectives of the Chamber of Commerce of Greater Cape May shall be eligible to apply for Membership therein. The Board of Directors must approve.
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Section 2. Any business or association may apply for a Membership in the Chamber of Commerce of Greater Cape May. Each business or association is limited to one Membership. A business or association holding a Membership shall designate the individual to whom the holder desires to assign the privileges of Membership covered by subject application. Such assignments when filed, in writing, with the Chamber of Commerce of Greater Cape May and approved by the Board of Directors, shall entitle each assignee to the full privileges of Membership.
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Section 3. Subject to the approval of the Board of Directors, any member shall have the right to change any or all of his or her Membership assignments with written notice to the Chamber of Commerce of Greater Cape May.
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Section 4. The Membership fee shall be due on such dates and in such amount as shall be set by the Board of Directors.
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Section 5. There shall be an Associate Membership for any business or association outside the greater Cape May area. Associate Members shall be non-voting members. The Board of Directors shall establish criteria for Associate Membership. Associate Members shall not be counted in determining quorum requirements and are not eligible to hold an Office or Directorship. Associate Membership is subject to approval by the Board of Directors.

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Section 6 The Board of Directors may cancel the Membership of any member for non-payment of dues by a three-fourths vote of those present; non-payment of dues shall mean dues that are sixty (60) days in arrears. The Board of Directors may expel any member for conduct unbecoming a member, after notice and opportunity for hearing, by said three-fourths of those present.

Section 7 Honorary Members -The Board of Directors at a Board of Directors Meeting may by a 2/3 vote bestow a person an Honorary Membership. The following criteria shall apply:

A. A proposed Honorary Member must have been a Member of the Chamber in good
standing for at least 5 years.
B. Any representative of the Chamber who is presently eligible for Full Membership or
Associate Membership is not eligible for Honorary Membership.
C. The proposed candidate must have made a significant contribution to the Chamber.
D. The Board of Directors at a meeting may revoke any Honorary Membership by a 2/3 vote.
E. Honorary Members shall be invited to attend all Chamber Socials.
F. Honorary Members shall have no other rights under the By-laws.
G. The Board of Directors shall have the authority to amend, delete or establish new criteria by
a majority vote.
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ARTICLE III
Qualification of Voters
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Section 1. Voting shall be by individual only and each Membership is entitled to one vote.
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Section 2. Membership dues must be paid in full to the date of any election before a member may vote.
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ARTICLE IV
Government
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Section 1. The government of the Chamber of Commerce of Greater Cape May shall be vested in a Board of not more than twenty-one Directors, plus the elected officers, who shall vote as if they were Directors.
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Section 2. The Board of Directors, in its discretion, shall have full authority to create such departments and committees as it thinks advisable, and to fix the powers, duties and privileges of such departments and committees. No person shall serve on a committee unless he or she is a member of the Chamber.
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Section 3. The President shall appoint Chairpersons of committees subject to confirmation by the Board of Directors. The Chairpersons of committees shall serve at the pleasure of the President. The Chairperson shall appoint members of the committee and provide the President an updated list of Committee members.
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ARTICLE V
Meetings
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Section 1. A General Membership meeting shall be held each year no later than August 15th. At that meeting, the nominating committee (Article VII) shall report to the Membership.
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Section 2. A. Meetings of the members may be held at such other times as the President or Board of Directors may determine. Meetings may be called upon the written request, stating the purpose of such meetings, of ten percent of the members in good standing or of five members of the Board of Directors. Notices of all meetings of the members shall be mailed at least 10 days before each meeting.

B. All meetings of the Board of Directors of the Chamber shall be open to all members. Members may speak on any subject which is before the Board of Directors. There shall also be a place in the agenda where any member may bring up any subject. The Board may move into executive session to discuss personnel, litigation, or negotiations.
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ARTICLE VI
Referendum
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Section 1. Upon the written request of ten percent of the members in good standing, the Board of Directors shall submit a question to the members for mail referendum vote. When so stated in the request, the action taken therein by the Membership shall be final, providing at least thirty percent of the members in good standing have voted in the referendum. The Board of Directors shall have full authority to implement and execute the provisions of the referendum so as to obtain the wishes of the members.

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ARTICLE VII
Election of Directors and Officers
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Section 1. Nominations: On or before the fifteenth day of July of each year, the President shall appoint a nominating committee of five members, two of whom shall be general members and three of whom shall be currently serving on the Board of Directors, subject to ratification by the Board of Directors. The Nominating Committee shall nominate, from the Membership, candidates for each position to be elected, to be presented to the President at a General Membership meeting to be held no later than August 15th, for this purpose. In addition any member in good standing shall be considered a nominee upon the written endorsement of at least twenty members, such nomination to be forwarded to the President no later than the beginning of the General Membership meeting no later than August 15. For the purpose of accepting nominations, the members present shall constitute a quorum.
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Section 2.
Election of Directors and Officers: The Secretary's office shall mail to the Membership, (not less than fifteen days nor more than thirty days after the General Membership meeting which is held no later than August 15th.of each year, a ballot containing the names of all nominees for Directors and Officers listed by lottery order. Said ballot shall specify:

A. The term of office for each vacancy
B. The number of Directors and Officers to be voted for
C. This ballot shall be considered void if a larger number is voted thereon.
D. Members shall have the privilege of voting for any other member in good standing, provided he names are written on the ballot in the space provided and properly marked.
E. This ballot shall be returned to the Secretary's office not later than 6:00pm, at which time the polls shall close.
F.The deadline for return of ballots shall be no less than fifteen days nor more than thirty days after mailing.
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Section 3. The President shall appoint, with the Board of Directors approval, at least six supervisors from the Membership to conduct the elections and to act as judges and tellers, and to provide such rules and regulations not otherwise provided for in the By-Laws as in their discretion may seem proper for the election. This group of at least six supervisors shall consist of representatives of a cross section of business organizations, preferably who are Chamber members. Each organization shall choose its representative. No candidate shall serve as a supervisor.
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Section 4. The term of office for each Director elected by the General Membership, seven of whom under ordinary circumstances shall be elected annually, shall be for a term of three years. No Director shall serve for more than three consecutive full terms. No one may serve for more than nine consecutive years in any combination of Officerships and Directorships.

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Section 5. A. The candidates receiving the highest number of votes shall be declared elected.

B.In the event of a tie of two or more candidates receiving an equal number of votes, the subject Directorship or Directorships or Officerships shall be filled by a vote by secret ballot on these candidates by members in attendance at a special Membership meeting called for this purpose within two weeks.

C.In the event of a vacancy or resignation of Officers(s) or Director(s), after organization of the Board of Directors, the vacancy shall be filled by a secret ballot majority vote of the Board of Directors only until the next General election at which time the Membership shall elect a Director or Officer for the remainder of any unexpired term. Nominations to fill such vacancies shall be presented at the regular scheduled or special meeting of the Board of Directors.


D. Newly elected Officers and Directors shall take office at the annual installation dinner to be held no later than the second Tuesday of October following the election. In the absence of an installation dinner, the newly elected officers and directors shall begin their terms on the second Tuesday of October.
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ARTICLE VIII
Officers
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Section 1. Officers shall be a President, a First Vice-President, a Second Vice-President, a Third Vice-President, a Secretary, and a Treasurer who shall constitute the executive committee. The officers shall serve for terms of one year. Officers shall be limited to serving not more than three consecutive terms. No one may serve for more than nine consecutive years in any combination of officerships and Directorships
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Section 2. The Executive Committee
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A.- The President shall preside over the Executive Committee and shall be the Executive Officer of the Chamber.

B.- The Executive Committee shall execute the directives and policies of the Board of Directors and the General Membership.

C.- The Executive Committee may propose policies for consideration by the Board of Directors or the General Membership.

D.- The Executive Committee shall meet prior to meetings of the Board of Directors or the General Membership in order to provide input to the President, who sets the agenda.

E.- The Executive Committee shall meet at the call of the President or upon the written request of any two members of the Executive Committee.

F.- The Executive Committee shall develop personnel policies, and within the annual budget, shall engage services and employ/discharge personnel for the efficient management of the Chamber.

G.- The Executive Committee shall report its activities to the Board of Directors.

H. - Minutes shall be taken of all Executive Committee meetings and kept on file at the Chamber office. A quorum shall consist of a majority of the Executive Committee members.

I.- The Executive Committee, in the interim between Board of Directors Meetings, shall have charge of the routine / emergency day by day business and may take action in minor issues, providing that these actions are not expressly limited by these by-laws or by established policy passed by the Board of Directors or General Membership.

J.- The Executive Committee, in the interim of Board of Directors Meetings, shall have authority to order dispursement for budgeted items expenditures up to $2,500.00 and for non-budgeted emergency items up to $1,000.00 per report period.
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Section 3 Surety bonds shall be furnished for the Secretary and Treasurer by the Chamber, in such amounts as the Board of Directors shall deem necessary, the cost to be paid by the Chamber of Commerce of Greater Cape May.
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Section 4 The duties of the officers shall be such as their titles by General usage, would indicate, and such as are required by law, and such as may be assigned to them, respectively, by the Board of Directors from time to time. The President shall be the sole supervisor of the employees. The President may appoint an Officer(s) or Director(s) to assist in this duty.
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Section 5 The Treasurer shall be responsible for the finances and for submitting annual budgets.

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Section 6 In addition to the Board of Directors, there shall be a Senior Council composed of the Past Presidents of the Chamber, whose privilege it shall be to attend all regular meetings of the Board of Directors, without the privilege of a vote on matters coming before the Board. The term of office for a member of the Senior Council shall be for as long as he or she shall remain a resident of Cape May County.
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ARTICLE IX
Powers and Duties of The Board of Directors
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Section 1.
The Board of Directors shall manage general business of the Chamber of Commerce of Greater Cape May in any manner that, in its discretion, the Board of Directors shall deem proper, provided that the discretion of the Board of Directors is not expressly limited by these By-Laws or by the established policy passed by the General Membership.
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Section 2. The Board of Directors shall meet at such regular periods as are fixed by the Board. Absence from four consecutive regular meetings,regardless of whether a quorum is present shall be construed as a resignation.
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Section 3. Special meetings of the Board of Directors may be called at any time by the President and shall be called by the President on the request in writing of three Directors, which request shall state the purpose of the called meeting. Each Director in the greater Cape May area shall have not less than two days notice of a called meeting, which notice may be verbal or in writing, except in cases of emergency, when each Director shall have not less than five hours notice.
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Section 4. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum.
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ARTICLE X
Powers and Rights of the General Membership
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Section 1. The General Membership may:
A. Establish the policies of the Chamber of Commerce of Greater Cape May.
B. Act on reports from committees.
C. Adopt rules for the conduct of meetings as are consistent with the By Laws.
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Section 2. Powers not delegated to the Executive Committee, to the Officers individually or to the Board of Directors shall be vested in the General Membership.
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Section 3. General Membership meetings shall be held at least four times per year for the purpose of conducting business. Special meetings shall be called by the President upon the request of five members of the Board of Directors or ten percent of the Membership.
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Section 4. Every member in good standing shall have the equal rights and privileges within the organization to nominate candidates for office; to vote in elections or on referenda of the Chamber; to attend Membership meetings, to express any views, to participate in the deliberations and to vote upon the business of such meetings.
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Section 5. No member shall be fined, suspended, expelled, or otherwise disciplined except for non-payment of dues without being served with specific written charges and given a reasonable time in which to prepare a defense which may be asserted at a full and fair hearing before the Board of Directors.
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Section 6. Ten percent of the members shall constitute a quorum at a General Membership meeting.



ARTICLE XI
Fiscal Year
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Section 1. The fiscal year shall begin January 1.
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ARTICLE XII
Fiduciary Responsibilities of the Officers and The Board of Directors
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Section 1. The president shall appoint a chairperson of an Auditing Committee which shall review the financial records of the Chamber and report annually to the Membership at a General Membership meeting.
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Section 2. Copies of all financial records including ledgers, journals, contracts, bids, purchase orders, and any other financial records of committees, sub-committees or special projects, shall be maintained at the Chamber office. These records shall be available for examination by any member in good standing of the Chamber of Commerce.

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Section 3. For proposed capital expenditures over $10,000.00, notice shall be mailed to the Membership with the proposed expenditure listed as an item on the agenda of a General Membership meeting, and the Membership present at the meeting shall be given the opportunity to approve or reject the proposal.The Membership shall be mailed notice of the proposed expenditure ten days before the meeting.

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Section 4. The Treasurer shall submit a proposed annual budget to the Board of Directors each year at the November Board of Directors Meeting for the review, consideration, debate and adoption by the Board of Directors. The Membership shall be mailed the proposed budget 10 days before the Board of Director meeting. The General Membership shall have the opportunity to participate in the review, consideration, and debate.


ARTICLE XIII
Rules of Order
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Section 1. The most recent edition of Roberts Rules of Order shall be the parliamentary authority for the Chamber of Commerce on all questions not covered by these by-laws.
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ARTICLE XIV
Amendments
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Section 1. These By-Laws may be amended by a two-thirds vote of the members in good standing in attendance at a special Membership meeting called for this purpose, provided notice of the proposed amendment in writing shall be given to the members of the Chamber of Commerce of Greater Cape May not less than ten days before the meeting.
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ARTICLE XV
Dissolution
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Section 1. In the event that this organization should cease to exist, the assets, together with all the articles of fixtures, stocks, savings, moneys and or other property of any kind, shall be transferred to an organization or organizations that enjoy exempt status in accordance with provisions of Section 501 (c) of the Internal Revenue of 1954 (26 U.S.C.A.).
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