Dynamic Resource Alliance

BYLAWS

The name of the Corporation shall be:  Dynamic Resource Alliance.

Section 1:        Dynamic Resource Alliance is an organization dedicated to the ideal of providing a full range of complementary services to businesses through membership networking and referral opportunities.  Each occupational endeavor is represented by one member and conflicts of interest are disallowed.

Section 2:       A “referral” is defined as a contact arranged between two members or between a member and a non-member, which could potentially lead to a business transaction for a member.  The contact must be expecting a call; i.e., it must be a “warm” referral.

Section 4:       The Corporation shall not be used in any way for political purposes nor shall it actively participate in the political candidacy of any person or cause.

Section 1:

(a)       The membership of the Corporation shall consist of men and women of good character and community standing residing or having other community interests within the New Jersey area and each member shall have one vote.  Membership shall be owned only by individuals, not by corporations or other entities.

 (b)       The membership of the Corporation shall be composed of occupations listed on the official membership category list adopted by the Board from time to time.  A member may control only one of these occupations, must work regularly in that occupation, and must have an appropriate level of experience.  Any disputes as to areas covered by a membership category shall be decided by the Board of Trustees.

(c)       Prospective members must have been recommended for membership by an existing member of the Corporation, and shall submit a bio to the Membership Chairperson consisting of (i) a completed bio form and a signed ethics and requirements form.  The Membership Chairman shall then make arrangements to interview the prospective member, which may be conducted by telephone.  Following such interview, the Membership Chairman shall present the application for membership to the Board of Trustees at its next scheduled meeting, and shall make a brief presentation to the Board regarding the proposed member.  The Board of Trustees shall thereupon vote on the issue of admitting the prospective member.  Approval of the new member shall require a 2/3 majority vote of the Board of Trustees at a meeting in which a quorum is present.  In lieu of voting on the admission of prospective member, the Board of Trustees may instead vote (by a simple majority vote) to table prospective member.  Each prospective member must have an established client base with contacts at the executive / decision maker level that would be mutually beneficial to the other members of the Corporation.

(d)              The Corporation is committed to a policy against discrimination based on race, color, sex, national origin, age, ancestry, handicap, sexual orientation or marital status.

(e)              Memberships are non-transferable and cannot be sold.

(f)        Occasionally, a slight overlap of occupations will occur and conflicts of interest will become apparent.  In case of a conflict, the proposed member must write a letter outlining the specific areas covered by his or her category.  The letter must then be approved by the Board of Trustees.

(f)                If a member changes the category which he or she represents, the Board of Trustees shall have the right to approve or disapprove the new category.

Section 3:       Any member may resign from this Corporation at any time.  The resignation shall be submitted in writing to the Board of Trustees and shall become effective when accepted by the Board.  Membership fees and quarterly dues are not refundable.

Section 1:        Members are required to sign and abide by the following “Commitment”:

(a)                Sign Ethics and Requirements.

(b)               Attend at least 75% of scheduled meetings of the members.

Section 2:       Any member more than thirty (30) days in arrears in the payment of dues and/or financial obligations to the Corporation shall stand suspended and shall be notified forthwith in writing by the Secretary of the Corporation.  Such member, upon payment of the arrears and upon making application for reinstatement to the Board of Trustees, may, by majority vote of the Board of Trustees (quorum required) be reinstated within thirty (30) days of the date of aforesaid written notice from the Secretary.  If such member does not make full payment of the amount in arrears and apply for reinstatement within ten (10) days of the date of the aforesaid written notice, the member shall be dropped from the membership and shall be notified forthwith in writing by the Membership Chairperson.

(a)        From time to time, the Board of Trustees shall review the individual active members based on the following criteria:  regular attendance at member meetings, which is vital to the successful functioning of the Corporation, and participation in corporate activities, quantity and quality of referrals provided, number of guests and new members generated, compliance with the member’s Commitment under Section 1, and overall contribution to the success and development of the Corporation.

(c)                At the discretion of the Board of Trustees, any member who, without excuse shall fail to regularly attend member meetings, actively participate in the activities of the corporation, generate a sufficient quantity and quality of referrals, guests or new members, or otherwise contribute to the success and development of the Corporation shall, at the direction of a 2/3 majority vote of the Board of Trustees (quorum required) be terminated and shall be notified thereof in writing by the Secretary.

Section 1:        The officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer who shall be elected annually by a majority vote of the Board of Trustees of the Corporation at its first meeting followed by the annual meeting of the members.  All officers must be current members of the Board of Directors.  The President may not hold office for more than two consecutive terms or until his or her successor is duly elected or appointed as provided by these bylaws.  In the event that any office becomes vacant for any reason whatsoever, the vacancy shall be filled forthwith by the Board of Trustees.

Section 2:       The President shall serve as the executive officer of the Corporation, preside at all meetings of the membership, be an ex officio member of all committees (except the Nominating Committee), exercise general supervision over affairs of the Corporation, perform such other duties as are ordinarily incumbent upon a President and report to the Board of Trustees.

Section 4:       The secretary shall keep and maintain the minutes of the meetings of the Board of Trustees and business meetings, and shall conduct all correspondence as may be required by the President or Board of Trustees and shall generally perform such duties that are ordinarily incumbent upon a Secretary.

Section 5:       The Treasurer shall keep and maintain records of all financial actions of the Corporation which shall include all records of membership initiation fees, dues, fines and all monies collected and disbursed.  The Treasurer shall prepare annual statements for the Corporation and generally perform such duties that are ordinarily incumbent upon a Treasurer.

Section 6:       Checks issued by the Corporation shall require the signature of two officers of the Corporation where the amount shall exceed $500.00; provided, however, that the signature of only one officer of the Corporation shall be required for checks of $500.00 or less.

Section 1:        The Corporation shall be governed by a Board of Trustees.

Section 2:       The Board of Trustees shall consist of seven (7) members elected by the membership.  The initial Board of Trustees for the first year of operations shall be as set forth in the Corporation’s Certificate of Incorporation.  The President shall preside over the Board of Trustees and be the Chairman of the Board.  In the event of a Trusteeship becoming vacant for any reason whatsoever prior to the end of the holder’s term, such vacancy shall be filled by action of the Board of Trustees, and such appointee shall serve for the duration of the term of the individual being replaced.  Each Trustee shall be an active member in good standing.

Section 3:       The Board of Trustees shall have control and management of the Corporation’s activities, determine all policies, discipline members, and generally supervise the affairs of the Corporation.

Section 4:       The Board of Trustees shall meet the first and third Thursday of each month at it’s discretion, or at such other times as the Board shall determine.  A majority of the Board of Trustees shall constitute a quorum for the transaction of business.  A majority vote of those present (quorum required) shall be necessary to give effect to any action of the Board.

Section 1: Authority to Indemnify.       The Corporation may indemnify every Trustee, officer, employee and other corporate agent of the Corporation as defined in, and to the full extent permitted by, Section 15A:3-4 of the New Jersey Nonprofit Corporation Act, as the same may be amended from time to time.

Section 2:       Insurance.      The Board of Trustees of the Corporation may cause the Corporation to purchase and maintain insurance on behalf of any corporate agent against any expenses incurred in any proceeding and any liabilities asserted against him or her in his or her capacity as corporate agent, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

Section 1:        The initial Board of Trustees shall serve for a term of two years.  Thereafter, the Board shall be subject to election by the members in accordance with the following staggered election procedure:

(a)   No later than April 21, 2005, the Board shall designate three (out of the initial seven) Trustee positions which shall be subject to a new election at the annual meeting of the members scheduled for April 21, 2005.  Trustees elected at said election shall serve for a two year term, and these three Trustee positions shall then be subject to new elections at the annual meeting of members in odd numbered years.

(b)   The remaining four initial Board of Trustee positions shall then be subject to a new election at the annual meeting of members scheduled for April 2006.  Trustees elected at said election shall serve for a two year term, and these four Trustee positions shall then be subject to new elections at the annual meeting of members in even numbered years.

(c)   An election of Trustees as provided above shall be held each year at the annual meeting of members, commencing with the April 21, 2005 annual meeting.  The annual meeting will then be held on the first regular meeting in April.

Section 2:       Voting shall be by written ballot and shall not be cumulative.  There shall be no voting by proxy or absentee ballot.

Section 3:       At a regular meeting of the meeting of members at least six (6) weeks prior to the date of the annual meeting, the President shall appoint a committee to be known as the Nominating Committee.  This committee shall consist of any three (3) members at least one of whom shall be a Trustee and at least one of whom shall not be a Trustee.  The President shall designate the chairman of this committee.  The duties of this committee shall be to make nominations, with the consent of those nominated and to prepare a ballot for the election of Trustees.

Section 4:       At least five (5) weeks before the annual meeting, the Nominating Committee shall submit a list of nominees to the membership at a regular bi-monthly meeting.  Within one (1) week following the Nominating Committee’s submission of the list to the membership, nominations from the floor of a regular meeting of the members may be made and when so made together with the list submitted by the Nominating Committee shall then be the list of nominees submitted to the members for election of the Trustees.

Section 5:       At the regular meeting prior to April 21st, the Secretary shall distribute, collect, and count the ballots and report the results to the membership.  A majority of all votes cast shall be necessary to determine the choice of any Trustee to be elected.  In the event that any ballot does not show a majority for any nominee for any particular Trustee, a second ballot shall be held.  In the second ballot, only the two (2) nominees receiving the highest number of votes in the first ballot shall be eligible.  Prior to the second ballot the two (2) nominees receiving the highest number of votes in the first ballot shall have a speak-off; each such eligible nominee shall be allotted five (5) minutes.

Section 6:       In the case of a vacancy in the office of president, the Vice President shall succeed to the office.  In the case of a vacancy in the office of Vice President, Treasurer, Secretary or other Board members, the vacancy shall be filled by the Board of Trustees.

Section 7:       In the event, after election and prior to installation, of disability or inability of a Trustee, the vacancy shall be filled by the Board of Trustees.

Section 8:       Only members in good standing shall be eligible to hold office and vote.

Section 1:        The Corporation shall hold bi-monthly meetings starting at 7:15 AM or such other time and on such a day and place as shall be determined by the Board of Trustees.  Each meeting shall feature one (1) or two (2) members for the Feature Speaker as designated on a revolving basis by the Membership Chairperson.  Problems or complaints will not be aired at a regular meeting, but will be referred to the Board of Trustees.  The Corporation may hold such other meetings as the President may desire.  The regular bi-monthly meetings shall end no later than 8:30 AM except on special occasions as approved by the Board of Trustees.  Roberts Rules of Order shall govern the procedures for running the meetings of members.

Section 2:       The annual meeting of the Corporation shall be the third regular weekly meeting in April.

Section 1:        Each new member of the Corporation shall pay a membership fee.  The payment of said fee to be prerequisite to admission of membership, payable prior to becoming a member.  The membership fee is nonrefundable unless the applicant is refused membership.

Section 2:       A member shall be regarded in good standing if he or she is not more than thirty (30) days in arrears in payment of any indebtedness.

Section 3:       The fiscal year of the Corporation shall be from January 1^st of each year until December 31^st next following.

Section 4:       The amount of the membership fee shall be set from time to time by the Board of Trustees.

Section 1:        The Board of Trustees shall determine the number and purpose of all special and standing committees necessary to the achievement of the objectives and purposes of the Corporation.

Section 2:       The President shall, immediately following his or her election, appoint the chairpersons and members of all committees, and shall announce such appointments not later than May 1^st following his or her election.

Section 3:       The Committee on Attendance.  The Membership Committee shall take attendance at each meeting, promote a full attendance at all meetings, and report attendance to the Trustees at each Board of Trustees meeting.

Section 4:       The Committee on Membership shall use the Corporation membership categories determined by the Board of Trustees from time to time for classification of new members (only one category per member).

Section 5:       The Program Committee shall designate one or two members to be first week Hosts – second week Featured Speakers.

Section 6:       The Publicity Committee shall promote the activities of the Corporation through the media, such as cocktail parties, elections, meetings, speakers, etc.

Section 1:        Any person who is proposed and accepted for membership in the Corporation shall be deemed to have accepted these bylaws and subsequent changes, and shall be bound by them in all respects.

Section 1:        The Board of Trustees is responsible for filing any and all tax returns required to be filed with the Internal Revenue Service and State taxing authorities.  Any income received by the Corporation shall be applied only for the purposes of the Corporation, and no part of the income shall inure to the benefit of any trustee, officer or member.

Section 1:        Upon recommendation of the Board of Trustees, these bylaws my be amended by a two-thirds (2/3) vote of the active members present at any regular weekly meeting of the members, a quorum being present.  Written notice of the proposed amendment shall have been given to each member at least two (2) weeks prior to the meeting at which the vote will be taken.  There shall be no voting by proxy.

Section 1:        Upon dissolution or winding up of the affairs of this Corporation after the payment of all outstanding indebtedness of the Corporation, no liquidating or other dividends or other distribution of the property owned by the Corporation shall be declared or paid to any private individual, but the net assets of the Corporation shall be distributed to one or more organizations described in Section 501© (6) of the Internal Revenue Code of 1986, as amended.