N.J.W.M.A.  CONSTITUTION AND  BYLAWS                                         Updated 4-14-21

 

ARTICLE  I

NAME

 

The name of the Association shall be “New Jersey Warehouseman’s & Movers Association.”

 

ARTICLE  II

OBJECT

 

            SECTION 1.  The object of this Association shall be to foster the interests of its members;  to encourage and advance the spirit of unity and friendship among its members; to represent household goods moving and storage industry of the state of New Jersey in matters affecting the industry before federal and state agencies; to secure freedom from unlawful and unjust exaction;  to acquire, preserve and disseminate valuable business information;  to act in legislative matters affecting the interests of the moving and storage industry;  to do anything necessary, which may be recognized as proper and lawful objectives, all of which shall be consistent with the public interest.

 

ARTICLE  III

MEMBERSHIP

 

            SECTION 1.  (a.)  Regular Membership – Any person, firm, partnership, or corporation, that are lawfully engaged in the moving and/or storage business in the State of New Jersey and meet Regular membership requirements set by the Board of Directors, shall be eligible for direct membership in this Association.

 

                                    (b.) Associate Membership – Any person, firm, or corporation legally engaged in rendering products or services to the moving industry shall be eligible for Associate Membership.  An associate member is entitled to all of the privileges of a regular member, except that the Chairman of the Associate Members and other Associate Members on the Board shall not exceed 25% of the Mover Members sitting on the Board of Directors.  Associate membership must be held to participate in advertising functions.

 

                                    (c.) Independent Contractor Membership – Any person or corporation eligible under New Jersey statutes and regulations to lawfully operate as an independent contractor and who provides moving and/or packing services, does not possess a NJ public movers license and contract their services to a NJ Licensed Mover shall be eligible for Independent Contractor Membership, provided he/she meets membership requirements. An Independent Contractor member shall be entitled to all the privileges of a regular member, except that he/she shall not have the right to vote or hold office, as set forth in Section 1(d) below.

 

(d.) Voting – All Regular members or Associate members and representatives of their firm, partnership, or corporation, shall have the privilege of the floor at any meeting; but, such firm, partnership, or corporation, shall be entitled to only one vote.  Any paid full or part time employee of the Association shall not have the right to vote.

 

            SECTION 2.  Election of Members – Any person, firm, partnership or corporation eligible to membership under these bylaws may be elected to membership on written membership application. The nominating committee established pursuant to Article XI, Section 1, shall, as part of their duties, make recommendations of membership to the Board of Directors and, use its best efforts to verify all information submitted in connection with any application for membership.  For such election a majority of votes of the Board of Directors shall be required.

            SECTION 3.  Withdrawal –  Any member may, by giving written notice of such intention, withdraw from membership.  Such notice shall be presented to the Board at the next succeeding meeting of the Board.

 

            SECTION 4.  Expulsion – For good cause, any member may be expelled.  Cause for such expulsion of membership shall be failure to pay dues after proper notice or failure to continue operation of a business, or failure to operate a business in an ethical and or lawful manner consistent with the Association’s membership requirements, violations of the Code of Ethics or ethical guidelines or state and federal law, and the public interest, or meeting the requirements set forth in section 1 of this article.  Any member, whose expulsion is considered, shall be furnished detail, written information concerning the cause of the proposed expulsion at least 30 days before the meeting, at which time he will be afforded the opportunity to be heard by the Board.  The Board shall have the power, in such cases, to take action.

 

SECTION 5.  Termination of Interest – If a member resigns, or if membership is ended for any cause, all his interest in property and assets of the Association shall terminate.  If a Board Member is relieved of their membership for any reason, they will be granted a 30 day grace period to rejoin the association.  If they do not rejoin within the grace period, then all and any interest in the association will be terminated.

 

SECTION 6.  Non-Transferable – Membership in this Association is not transferable.  In the event any person, firm or corporation selling, transferring, dividing, assigning or otherwise changing ownership or control of a business, the said membership shall terminate as of date of such transaction and the new owners or management may make application for membership according to the Constitution and Bylaws.

 

ARTICLE  IV

CHARGES

 

            Charges against any officers, employees or member must be in writing to the Secretary.  The charge must be made within six months of its commission.  The member complained of, shall receive such notice, by registered mail, as can reasonably be given in the exigency of the situation, to appear before the Board of Directors, and shall immediately be informed of the charge or complaint made against him, them or it, and shall be given reasonable opportunity to prepare and present his defense as the Board of Directors may determine.

 

ARTICLE  V

DUES

 

SECTION 1.  Amount and Manner – The Board shall fix the non-refundable membership dues and the manner in which same are to be collected.

 

SECTION 2.  Dues Date – The dues shall be payable in advance.

 

SECTION 3.  Failure to Pay – Members who fail to pay their dues within sixty (60) days from the time same become due shall be notified by the offices of the Executive Director, and if payment is not made within the next succeeding thirty (30) days, shall be considered delinquent.  The name of all members who have been delinquent shall be given to the Board of Directors for consideration and appropriate action, at its next meeting, according to the procedures set forth in Article III, Section 5 of these bylaws.  Re-instatement shall be automatic upon payment of all obligations, unless membership is otherwise canceled or forfeited.

 

SECTION 4.  Fiscal Year – The fiscal year shall begin January First of each year.

 

 

SECTION 5. Audit – The books of the Association shall be audited by a Certified Public Accountant of a recognized firm of accountants, immediately following the close of the fiscal year, Or at such time as the Board may require.  The Executive Committee of the Board of Directors will meet prior to the end of the first quarter to examine the books, expenses, and review the Associations transactions.    

 

ARTICLE  VI

OFFICE OF THE ASSOCIATION

 

            The office of the Association shall be the office of the Executive Director or at a site agreed upon by the Board of Directors.  The registered agent is the Executive Director hired by the Board.

 

ARTICLE  VII

TERRITORY

 

            The territory in which operations are to be conducted principally shall be the State of New Jersey.

 

ARTICLE VIII

OFFICERS

 

SECTION 1. Officers – The officers of this Association shall be, a President,   a Vice-President, a Secretary, a Treasurer, a Chairman of the Board, and a non-voting Executive Director each of who shall be elected as provided in Article XI, except the Chairman of the Board and the Executive Director.  The Executive Director shall be hired by the Board.  The other members of the Board shall hold office for the term stated in Article X Section 1 or until their successors are duly elected. 

 

SECTION 2.  Pay – All officers and members of the Association except the Executive Director shall serve without compensation. All employees hired by the Board shall be paid as authorized by the Board.

 

SECTION 3.  Vacancy – Any vacancies that may occur by reason of death, resignation, or otherwise, may be filled by a majority vote of the Board of Directors.  The person or persons shall serve only the remainder of the term of the person or persons replaced.

 

 

 

 

ARTICLE  IX

DUTIES OF OFFICERS

 

SECTION 1.  President – The President shall preside at all meetings and shall submit to the Annual Meeting a complete report of the operations of this organization’s affairs and shall also submit reports to the Board on any matters of significant interest.  He/she shall perform such other duties as may properly be required of him/her by the Board.  He/she shall be ex-officio member of all committees.  He/she shall appoint all special and standing committees deemed necessary to carry on the work of the Association.

 

SECTION 2.  Vice-President – The Vice-President shall familiarize him/herself with the affairs of the organization and in the absence, disability, or refusal to act of the President, shall possess all the powers and perform the duties of the President.  The Vice-President will become the successor to the office of the President upon his or her departure.

 

 

SECTION 3.  Treasurer – The treasurer, or a person designated by and acting as agent for the treasurer and for the Association, shall review all money as received and recorded in proper record books, all receipts and disbursements, assets and liabilities of the Association.  Such books and records shall always remain the property of the Association.  He/she shall make a full report of the financial condition of the Association at the regular and annual meeting of the Board and shall make such other reports and statements as may be required by the Board.  The Treasurer and any other persons, entrusted with the handling of funds and properties of the Association, may be required to furnish at the expense of the Association, a Fidelity Bond, approved by the Board, in such sum as the Board may require.  The Treasurer shall chair the Budget and Finance Committee. 

 

SECTION 4.  Secretary – The Secretary shall act as Secretary at all meetings of the Association and the Board, conduct all correspondence; issue calls for all meetings and notices of proposed changes in Constitution and Bylaws as provided herein; notify members of their appointment on standing or special committees.  He/she shall have such other duties as may be allocated to him/her by the Board or by the President of the Association.  An Executive Secretary may be designated by the Board as occasion may require.

 

SECTION 5. Chairman of the Board – The Chairman of the Board shall offer advice and sound judgment on all matters that relate to past Board actions.  The Chairman shall communicate the history of all committees and provide continuity from his/her term to present.  The Chairman of the Board shall sit on the Nominating Committee.

 

SECTION 6.  Executive Director – The Executive Director shall conduct and be responsible for all day-to-day activities of the Association as specified by the Board. 

 

 

 

 

                                                 ARTICLE  X

BOARD OF DIRECTORS

 

            SECTION 1.  Board of Directors –  The Board of Directors, hereinafter referred to as the “Board” shall consist of the duly elected officers, the last retiring President who is willing and able to serve and who will act as Chairman of the Board, and up to twenty-one (21) additional members.  Such additional members shall be elected for a term of three years, provided, however 1/3 chosen at the first regular election for a term of one year, 1/3 for two years, and 1/3 for three years.  Members of the Board shall hold office until their successors are duly elected. Any Board Member who misses (3) consecutive board meetings may be disciplined and/or removed from the Board of Directors.

 

            SECTION 2.  Power and Authority – The Board shall have the general supervision of the business of the Association and shall have full power and authority to fix compensation of the Executive Director, Counselor Attorney, employees or any other person whom the Board deems proper to retain or employ about the administration of the business and property of the Association, and such persons shall report directly to the Board.  The Board may create committees and appoint members thereto, in addition to standing committees, as from time to time it deems necessary.

 

            SECTION 3.  Quorum – The number of Active Board Members present, but not less than

seven (7) members of the Active Board shall constitute a quorum.  Meetings via electronic conferencing will constitute a virtual meeting and quorum rules will apply.

 

            SECTION 4.  Executive Committee – To expedite the handling of the affairs of the Association, an Executive Committee of up to seven (7) of the directors of the Board may be chosen by the Board of Directors.  The duties of the Executive Committee shall be such as are designated from time to time by the Board.  The Executive Committee shall be made up of the Officers of the Board of Directors.

 

            SECTION 5.  Appeal or Grievance – Appeal from any decision of the Board may be carried to the membership by any aggrieved party at the next succeeding meeting of the Association, or at a special meeting called for this purpose.

 

            SECTION 6.  Vacancy – Any vacancies that may occur in the Board or Executive Committee by reason of death, resignation or otherwise, may be filled by a majority vote of the Board.  Vote may be taken by mail ballot and the person or persons so elected shall serve only for the remainder of the term of the person or persons replaced.

 

 

ARTICLE  XI

ELECTION

 

            SECTION 1.  Election – The officers and members of the Board shall be elected at the annual meeting each year; and so that selection of such officers and Board Members may be facilitated, the President shall appoint a Nominating Committee of members, not later than sixty (60) days preceding the election, who shall nominate from the membership one member for each vacancy to be filled and file such nomination with the Secretary not less than thirty (30) days preceding the election.  Written application for Board member office must be received by the President at least (60) days preceding the election. 

Each nominee must be sponsored by a current or previous Board member.  If however the Nominating Committee fails to nominate a candidate deemed qualified for any available Board member positions, the position may be left vacant.  In no case, however, may the position of any officer be left vacant for the election. The Secretary shall mail or e-mail a copy of the Nominating Committee’s report, to all members entitled to vote in the Associations Newsletter “On the Move”, or monthly e-mail blast at least twenty (20) days preceding the election. Other members may make nominations for any of such offices or vacancies.   The candidates receiving the highest number of votes cast by the members present shall be eligible to complete the nominating procedures through the Nominating Committee, then upon completion of procedures, and after the approval of the Board of Directors, will be accepted as a member of the Board of Directors.

 

ARTICLE  XII

MEETINGS

 

            SECTION 1.  Annual Meeting – Membership –  Unless otherwise decided by the Board, the time of the annual meeting of the membership shall be when the annual convention is held, or at another membership meeting.  A quorum shall consist of all members present, but not less than 7 members.

 

            SECTION 2.  Annual Meeting – Board – The time and place of the annual meeting of the Board of Directors shall be determined and set by the Board.

 

            SECTION 3.  Special or Regular Meetings – Membership – Regular meetings of the membership may be held at such time and at such places as may be determined by the Board.  Calls for special meetings shall be made at the direction of the President, the Board, or by petition of not less than fifteen members in good standing.  Notices for special meetings shall specify the time, place, object, or objects thereof, and only matters mentioned in such notices shall be considered at such special meetings.  Twenty (20) days written notice, from date of posting, shall be required on any meeting authorized in this Section. 

 

SECTION 4.   Special Meeting – Board –  Special meetings of the Board of Directors may be held at any time or place upon action by the Board or upon written call of the President or any five (5) members of the Board.  Twenty (20) days’ notice, from date of posting, shall be required on any meeting authorized in this section.

 

SECTION 5.  Telecommunications/Conferencing – Any meetings constituting business of this association may utilize telecommunication or video conferencing as an acceptable forum.

 

            SECTION 6.  National Emergencies – If there is a national emergency, at the discretion of the Board, the annual meeting may be vacated and set aside, or postponed and the incumbent officers and Board shall serve until the national emergency has passed, or, until a meeting of the members is held at a time consistent with prevailing conditions.

 
 
 

 

ARTICLE  XIII

ANNUAL BOARD MEETING ORDER OF BUSINESS

 

Roll Call

Reading of Minutes of previous meeting

Report of Officers

Report of Board of Directors

Report of Executive Director

Report of Standing Committees

Report of Special Committees

Reports from members on the condition of business

Unfinished Business

Election of Officers

Adjournment

 

ARTICLE  XIV

CONTROVERSIAL MATTERS

 

            SECTION 1.  Controversial Matters – It shall be the policy of this Association only to carry on programs or activities that are not the subject of substantial controversy between members of this Association.  The determination of whether such a controversy exists shall be made by the Board of Directors at any meeting of said Board.  Any member of the Board may request a meeting of the Board for consideration of whether any program or activity proposed, or being carried on, is controversial, and such meeting shall be called by the President within twenty (20) days after receipt by him of such request.  A two-thirds vote of the members of the Board present shall be required to approve any program or activity that has been questioned by any member of the Board of Directors as controversial.

 

 

 

 

 

 

ARTICLE  XV

PARLIAMENTARY AUTHORITY

 

            The rules of “Robert’s Rules of Order” shall govern only the procedures of the meetings of the Association, the Board, and the Executive Committee, so far as they may be consistent with the Constitution and Bylaws.

 

 

ARTICLE  XVI

INDEMNIFICATION

 

            Each director, officer, employee, or a former director, officer or employee of this Association, or any person who is serving or has serviced at its request as a director, officer, employee of another corporation, or any member of a committee, past or present, appointed by this Association and authorized to act on behalf of this Association, shall be indemnified to the full extent permitted by law, including, but not limited to, expenses actually incurred by (him/her) and against judgments, decrees, fines, penalties, or amounts paid in settlement, in connection with the defense of any pending or threatened action, suit, or proceeding, criminal or civil, to which (he/she) is or may be a party by reason of being or having been such a director, officer, or employee provided that,

            (a) (he/she) is adjudicated or determined not to have been guilty of willful misconduct or gross negligence in the performance of (his/her) duty to the Association of which (he/she) is a director,  officer or employee. 

            (b) (he/she) is determined to have acted in good faith in what (he/she) reasonably believed to be in the best interest of such Association; and

            (c) in any matter the subject of criminal action, suit or proceeding, (he/she) is determined to have       no reasonable cause to believe that (his/her) conduct was unlawful.  The determination as to (b)      and (c) and, in the absence of adjudication as to (a) by a court of competent jurisdiction, the  determination as to (a) shall be made by the Directors of this Association acting at a meeting at          which a quorum consisting of directors who are not parties to or threatened with such action, suit    or proceeding is present.  Any Director who is a party to or threatened with any such action, suit,             or proceeding shall not be qualified to vote.  

 

ARTICLE  XVII

AMENDMENTS

 

            These Bylaws or any part hereof may be altered, amended, or repealed at the annual meeting of the Association, or at any special meeting called for that purpose, by a two-thirds vote of the members present.  A written notice containing the proposed alterations shall be given at least thirty (30) days before the proposed amendment meeting.  These Bylaws may also be amended, repealed or altered in whole or part, by mail vote as provided in these by-laws.

 

ARTICLE  XVIII

EMERITUS

 

            SECTION 1.  Emeritus Board Member – Any Board member who has completed at least 10 years of service as a director and as a past officer and continues to be actively engaged in the moving industry, is eligible to serve as an Emeritus Director to the Board, by resolution of the Board.  Emeritus Board members are non-voting honorary members not bound to the same rules that apply in Article X Section 1.