Section 1. Registered Office. The address of the registered office of the corporation in Delaware shall be 2009 Highway One, Dewey Beach, Sussex County, Delaware 19971, and the registered agent at such address in charge thereof shall Stephen R. Montgomery, all of which shall be subject to change from time to time as permitted by law.
Section 2. Other Offices. The corporation may also have an office or offices or place or places of business within or without the State of Delaware as the Board of Directors may from time to time designate.
Section 1. The purposes for which the Corporation is formed are those set forth in its Certificate of Incorporation, as from time to time amended. Namely, to promote common business interests of businesses located in Dewey Beach, Sussex County, Delaware from which all profits flowing therefrom shall be used in their entirety to improve business conditions and further common business interests under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding section of any future Federal tax code). The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Corporation is distributable to, or inures to the benefit of its Directors or officers except to the extent permitted under the Not-for-Profit Corporation Laws of the State of Delaware. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 2. The Corporation shall be noncommercial, nonsectarian and nonpartisan.
Section 3. The name of the Corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objects of the Corporation.
The corporation shall be a membership corporation comprised of Dewey Beach businesses without authority to issue capital stock and not organized for profit. Membership in the Corporation shall be available without regard to race, color, creed or national origin. Businesses may be admitted to membership at any time.
Section 1. The Annual Meeting. The annual meeting of members for the election of Directors shall be held at 2009 Highway One, Dewey Beach, Sussex County, Delaware on the second Thursday April of each year. At the annual meeting, the members shall elect by plurality vote, a whole board of Directors and may transact such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the President and shall be called by the President, Executive Director or Secretary either upon the request in writing by a majority of the Directors or upon the request in writing of a majority if the members in good standing and entitled to vote.
Section 3. Place of Meetings. Meetings of the members shall be held at such place or places, within or without the State of Delaware, as may from time to time be designated by the board of Directors or as shall be designated in the respective notices or waivers of notice thereof, unless otherwise specified in these Bylaws.
Section 4. Voting. Each member entitled to vote shall, at every meeting of the members, be entitled to one vote in person or by proxy, signed by him. Such right to vote shall be subject to the right of the board of Directors to fix a record date for voting members.
Section 5. Notice. Notice of all meetings shall be mailed by the Secretary to each member of record entitled to notice of or to vote at such meeting, at his last known post office address.
Section 6. Quorum. A majority of the members entitled to vote shall constitute a quorum.
Section 7. Action Without Meeting. Any action permitted or required to be taken at any meeting of the members may be taken by written consent without a meeting subject to and to the extent permitted by applicable Delaware statutory law.
Section 1. Number. The property and business of the corporation shall be managed and controlled by its board of Directors, composed of six persons, only two of whom may be related by blood or marriage. The number of Directors may be increased by amendment of these Bylaws either by the members or by the Directors in the same manner as any other amendment to these Bylaws may be effected.
Section 2. Term, Vacancies and Newly Created Directorships. The Directors shall hold office until the next annual election and until their successors are elected and qualify or until their earlier resignation or removal. They shall be elected by the members, except that if there be a vacancy in the board by reason of death, resignation or otherwise, or if there be any newly created Directorships resulting from an increase in the authorized number of Directors, such vacancy or Directorship shall be filled by a majority of the Directors then in office, although less than a quorum. Any Director chosen by reason of such vacancy or such newly created Directorship shall hold office until the next annual meeting and until his successor is elected and qualified or until his earlier resignation or removal.
When one or more Directors shall resign from the board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective and each Director so chosen shall hold office as provided in these Bylaws in the filling of other vacancies.
Section 3. Removal. Any Director or Directors may be removed, either with or without cause, at any time by the affirmative majority vote of the members at a meeting called for that purpose at which a quorum is present.
Section 4. Powers. The board of Directors shall have all such powers and authority, as may be exercised by the board of Directors of a corporation organized under the General Corporation Law of the State of Delaware, including, without limiting the generality of the foregoing, any powers and authority granted by the Certificate of Incorporation and these Bylaws which may lawfully be granted thereby, subject only to the provisions of the Certificate of Incorporation and these Bylaws, and the following powers:
Section 5. Meetings of Directors. After each annual election of Directors, the newly elected Directors may meet for the purpose of organization, the election of officers, and the transaction of other business, at such place and time as may be fixed by the members at the annual meeting, and if a majority of the Directors be present at such place and time, no prior notice of such meeting shall be required to be given to the Directors. The place and time of such meeting may also be fixed by written consent of the Directors.
Regular meetings of the Directors may be held within the State of Delaware at such time and place as may be fixed from time to time by resolution of the board. No notice of regular meetings shall be required.
Special meetings of the Directors may be called by the President on three days’ notice in writing to each Director, and shall be called by the President in like manner on the written request of two Directors. Special meetings of the Directors may be held within the State of Delaware at such time and place as is indicated in the notice or waiver of notice thereof.
Section 6. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business.
Section 7. Vote Necessary to Act. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the board of Directors.
Section 8. Executive and Other Committees.
Section 9. Compensation. No Director other than the Executive Director shall receive any compensation. Directors may receive reimbursement of properly-documented ordinary and necessary expenses incurred on behalf of the corporation.
Section 10. Action Without Meeting. Any action permitted or required to be taken at any meeting of the board of Directors may be taken by written consent without a meeting subject to and to the extent permitted by applicable Delaware law.
Section 1. Officers. The officers of the corporation shall be a President, Secretary and Treasurer. Other officers and agents, including one or more Vice Presidents, may from time to time be chosen by the board of Directors. In addition, the board of Directors may elect a Chairman. All officers of this corporation shall be chosen by the board of Directors by the vote of a majority of the Directors present at a meeting at which a quorum is present or by written consent pursuant to applicable statutory law. No officer need be a member.
Section 2. Number of Offices. Any number of offices may be held by the same person, except that the offices of President and Treasurer may not, at any time, be held by the same person.
Section 3. Powers and Duties. The officers shall have such powers and duties as are specified in these Bylaws as well as any other and additional powers and duties as may, from time to time, be specified by the board of Directors.
Section 4. Terms. The officers of the corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer chosen or appointed by the board of Directors may be removed immediately either with or without cause at any time by affirmative vote of a majority of the whole board of Directors. If the office of any officer or agent becomes vacant for any reason, the vacancy shall be filled by the board of Directors in the same manner as any officer or agent of this corporation is chosen.
Section 5. Duties of the Chairman of the Board. The Chairman of the board of Directors, if one is elected, shall preside at all meetings of the board and he shall have and perform such other duties, executive or otherwise, as from time to time may be assigned to him by the board.
Section 6. Duties of the President. The President shall be the chief executive officer of the corporation. It shall be his duty to preside at all meetings of the members and Directors (unless as to Directors a Chairman is elected), to have general and active management of the business of the corporation; to see that all orders and resolutions of the board of Directors are carried into effect; to execute all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments, in the name of the corporation, and to affix the corporate seal thereto when authorized by the board or the executive committee.
He shall have general supervision and direction of the other officers of the corporation and shall see that their duties are properly performed.
He shall submit a report of the operations of the corporation for the year to the Directors at their meeting next preceding the annual meeting of the members and to the members at their annual meeting.
He shall be ex-officio a member of all standing committees and shall have the general duties and powers of supervision and management usually vested in the office of President of a corporation as well as any other duties and powers as may, from time to time, be prescribed by the board of Directors.
Section 7. Duties of the Vice Presidents. The Vice President or Vice Presidents, in the order designated by the board of Directors, shall be vested with all the powers and required to perform all the duties of the President in his absence or disability and shall perform such other duties as may be prescribed by the President and the board of Directors. In the event of the death, resignation or removal of the President and if the board of Directors has designated an Executive Vice President, he shall be the particular officer so empowered and required to act as acting President unless the board has designated some other particular officer so to act.
Section 8. President Pro Tem. In the absence or disability of the President and the Vice Presidents, the board may appoint from their own number a President Pro Tem.
Section 9. Duties of the Secretary. The Secretary shall attend all meetings of the members, the board of Directors, the executive committee and standing committees. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book to be kept for that purpose. He shall give proper notice of meetings of members and Directors and shall perform such other duties as may from time to time be assigned to him by the President or the board of Directors.
Section 10. Duties of the Treasurer. The Treasurer shall have custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name of the corporation and to the credit of the corporation in such depositories as may be designated by the board of Directors.
He shall disburse the funds of the corporation as may be ordered by the board, executive committee or President, taking proper vouchers for such disbursements, and shall render to the President and Directors, whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation, and at the regular meeting of the board next preceding year.
He shall give the corporation a bond, if required by the board of Directors, in such sum and in the form and with security satisfactory to the board of Directors, for the faithful performance of the duties of his office and the restoration to the corporation, in case of his death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the corporation. He shall perform such other duties as the President and the board of Directors may from time to time prescribe or require.
Section 11. Delegation of Duties and Other Officers. In case of the absence or disability of any officer of the corporation or for any other reason deemed sufficient by the board, the board of Directors may delegate his powers or duties to any other officer or to any Director for the time being. The board may elect any number of Assistant Secretaries and Assistant Treasurers who shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the board of Directors.
A Director of this corporation shall have no personal liability to the corporation or its members for monetary damages for breach of fiduciary duty as a Director, provided that this provision shall not eliminate the liability of a Director (i) for any breach of the Director’s duty of loyalty to the corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit.
Section 1. Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Corporate Seal Delaware.”
Section 2. Checks for Money. All checks, drafts or orders for the payment of money shall be signed by the Treasurer or by such other officer or officers or such other person or persons as the board of Directors may from time to time designate. No check shall be signed in blank.
Section 3. Books and Records. The books, records and accounts of the corporation, except as may otherwise be required by the laws of the State of Delaware, may be kept within or without the State of Delaware, at such place or places as may from time to time be designated by the Bylaws or by resolution of the Directors.
Section 4. Notices. Notice required to be given under the provisions of these Bylaws to any Director, officer or member shall not be construed to mean actual notice, but may be given in writing by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to such member, officer or Director at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall thus be mailed. Any member, officer or Director may waive, in writing, any notice required to be given under these Bylaws, whether before or after the time stated therein.
Section 5. Conflict of Interest. Any director, officer, or key employee who has an interest in a contract, salary negotiation, or other transaction presented to the Board or a committee thereof for authorization, approval or ratification shall make a prompt and full disclosure of his interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the corporation’s interest.
These Bylaws may be amended, altered, repealed or added to at any regular meeting of the members or of the board of Directors or at any special meeting called for that purpose.