Section 1.1. The name of this corporation shall be: “Eastern Berks Business Alliance, Inc.”(also know as “E.B.B.A.), hereinafter referred to as Corporation.

Section 1.2. The registered office of the Corporation shall be in Douglassville, Pennsylvania. The registered office shall be: 1180 Benjamin Franklin Highway East, Douglassville, PA 19518. The Corporation’s mailing address shall be:
Eastern Berks Business Alliance, Inc., P.O. Box 686, Douglassville, PA 19518.

Section 1.3. The Corporation may also have offices at such other places within and without the Commonwealth of Pennsylvania as the Board of Directors may from time to time determine or the activities of the Corporation may require.


Section 2.1. Mission Statement. The Eastern Berks Business Alliance, Inc. is group of local business owners have joined together to unique organization to promote strong economic growth, development and opportunity in Eastern Berks Community. Founded and formed in 2006, EBBA’s principle objective is to educate its members and local residents on issues that directly impact businesses in local community and across the Commonwealth of Pennsylvania. The group is diverse collection of individual locally based business owners operating within a twenty mile radius of Douglassville, PA, each specializing in their particular area of expertise. The group prides themselves on a committed work ethic based on trust, integrity, and customer service to the surrounding businesses and residential community it serves.

Section 2.2. Purpose.. The Eastern Berks Business Alliance, Inc. is organized exclusively for charitable, scientific and/or educational purposes, more specifically to promote strong economic growth and development in Eastern Berks area. The Eastern Berks Business Alliance, Inc. is an association of business professionals and businesses dedicated to advancing economic growth, development and opportunity through education, informative guest speaker presentations, exchange of ideas between members, participation in community events, and a multitude of other opportunities.


Section 3.1. Structure of Corporation Membership. The membership of Corporation will composed of one business person and/or business from as many fields of business (i.e. accountant, banker, attorney, realtor, etc….) as possible while still complying with additional rules and regulations set forth herein pertaining to membership and limitations thereon.

Section 3.2. Fundamental Limitation on Corporation Membership. It fundamental principal and regulation of Corporation the membership is Corporation may only contain one (1) business person and/or business representing each field of business. Once business person and/or business working or practicing in particular area of business has been admitted to Corporation as a new member in accordance with the rules and regulations set forth later in these bylaws, another business person and/or business working and/or practicing in particular area cannot become a member of the corporation until the aforementioned existing member’s membership officially ends, for whatsoever reason, by operation of the rules and regulations set forth in these bylaws. It shall not be deemed that there exists an automatic conflict if a proposed new member works or practices in the same field of business but in a separate and distinct subspecialty of the field of business as an existing member works or practices (i.e. while there is one field of accounting, these bylaws are not intended to preclude two accountants from simultaneously being members of the Corporation so long as they practice in different subspecialties of accounting such as individual and corporate accounting). An existing member of this Corporation shall maintain the right to object to a proposed member’s membership if they should feel that any conflict of interest exists under the rules as set forth in this Section hereinafter.

Section 3.3. Fundamental Limitation on Representation. An individual member (whether a business person or a business) may only represent one (1) field of business (i.e. See Section 3.1) at any given time. An individual member may not represent more than one business.

Section 3.4. Geographic Limitation on Corporation Membership. Based upon a recognition that for this Corporation to be successful in carrying out its purpose as identified in Article II, above, the membership of this Corporation must be limited to business persons and/or businesses operating in a twenty (20) mile radius from the intersection of Routes 422 and 662 located in Douglassville, Pennsylvania. If there is no one in a particular area of business located within the twenty (20) mile radius interested in participating in the Corporation, individuals from outside the radius will be considered. However, preference will always be given to individuals and/or businesses located within the twenty (20) mile radius.

Section 3.5. Resolution of potential duplication of business practice areas. If and when a new business person and/or business is proposed as a new member of this Corporation and his or her business area is even remotely duplicative of that of an existing member (hereinafter referred to as “potential duplicated member”), before the proposed individual can be considered for Membership, his or her application, as defined herein, must be examined by the potential duplicated member and that member has the right to offer an objection to the admission of the proposed member. In order to raise an objection to a proposed member based upon this paragraph the potential duplicated member must inform the Board of Directors, in writing (email is sufficient means of communication under this paragraph), of his/her objection and the basis for his/her objection. Thereafter, after considering the potential member’s business area as compared to the potential duplicated member’s business area and after consideration of potential duplicated member’s written objection to the admission of the potential new member, the Board of Directors shall take a vote, the result of which shall be documented in the minutes of this Corporation, as to whether proposed member’s business area truly duplicates potential duplicated member’s field of business as set forth more fully in Section 3.2, above. This issue shall be determined by a majority vote of the then sitting Board of Directors. If a majority vote of the Board of Directors determines that there is duplication, the proposed member will not be permitted to join the Corporation in accordance with Section 3.2 of these bylaws. If a majority vote of the Board of Directors determines that there is no duplication, then the potential member’s application for membership will proceed through the process for the admission of new members as set forth herein.


Section 4.1. Charter Membership. Charter Membership in the Corporation is composed of those business people and businesses involved in the genesis and formation of this Corporation all of who were actively involved in the activities of the formation of this Corporation on, or before, March 31, 2007. The Charter Members of this Corporation are identified specifically in Appendix “A” of these bylaws.

Section 4.2 Admission of New Members. The admission of new members into this Corporation is governed by the following rules and regulations:
a. A potential new member to this Corporation must be invited to join this Corporation by a member of this Corporation in good standing. An existing member, in good standing, may at any time invite a potential new member to attend a Corporation meeting for the purposes of exploring possible membership. At this “initial meeting”, the sponsoring member is required to introduce his or her guest to all members of the Corporation attending that meeting. The Corporation shall pay for the guest’s meal expense at this initial meeting. At this initial meeting, the guest shall be provided with an Application Packet, a current copy of these By-Laws and an Acknowledgement and Acceptance of
By-Laws form.
b. Should a guest desire to join the Corporation after attending an initial meeting as described above, the guest shall attend a second Corporation meeting (the second such Corporation meeting must be attended within two (2) months of the initial meeting) at which time said guest should submit to the Secretary of the Corporation a fully completed and executed:(1) Application and (2) Acknowledgement and Acceptance of By-Laws form. A guest desiring membership shall offer a ten (10) minute introductory presentation about their business their second Corporation meeting.
c. The potential new member shall not attend the next Corporation meeting following their visit on the second Corporation meeting as described in paragraph (b), above. At this meeting, all members of the Corporation present will discuss the potential new member’s application to determine if the applicant’s application complies with these bylaws. Following the aforementioned discussion, if there is a quorum of at least fifty percent (50%) of the Corporation’s membership present (written votes pertaining to membership offered by any absent member (i.e. a proxy vote or absentee ballot) shall be counted towards satisfying the quorum requirement), a vote will be had on the admission of the potential new member. To be admitted as a new member of the Corporation, said potential new member must receive an affirmative vote for membership from at least seventy-five percent (75%) of the votes cast on the issue. Proxy and absentee votes shall be allowed and counted as part of the vote tally subject to the following limitation. To cast a vote via proxy or absentee ballot, a member must have attended at least seventy-five percent (75%) of the general Corporation meetings over the immediately preceding twelve (12) months or if a member has been a member of the Corporation for less than twelve months they must have attended at least seventy-five percent (75%) of the general Corporation meetings since their date of admission into the Corporation.
d. The potential new member will be contacted by the Secretary of the Corporation and informed of the vote in writing. Thereafter, the Treasurer shall calculate the new member’s prorated annual dues owed for the remainder of the current membership period (until December 31st of the current year) and shall inform the new member of the amount due for prorated annual dues. The new member shall pay said amount to the Corporation within thirty (30) days of being informed that the amount is due. Failure to pay the prorated membership dues within thirty (30) days as proscribed above shall result in revocation of the membership offer to the potential new member.

Section 4.3 Necessary hosting notification. It is mandatory that if an existing member intends to host a guest at an upcoming Corporation meeting, that existing member is required to notify the Secretary of the Corporation at least two (2) days prior to the scheduled Corporation meeting.

Section 4.4. Membership status. Membership status is maintained by the Secretary of the Corporation. Memberships are one year in length. Active membership status will continue up to the last day of December of the current year as long as the member is in good standing (i.e. dues paid, complied with all Corporation bylaws, etc.).

Section 4.5. Removal of a Member. The Board of Directors shall have the power to recommend termination of membership of any member at any time should any of the following occur:

a. Failure to pay and remain current with regard to all annual membership dues;

b. Falsification of information provided on membership application;

c. Dishonesty and/or misrepresentation of any kind whatsoever;

d. Criminal convictions relating to misrepresentation, fraud and/or bad check writing;

e. Existing member changing business fields or industries to a field or industry that conflicts with another existing member;

f. Failure to follow through with referrals obtained as a member of the Corporation;

g. Failure to abide by the attendance policies set forth in these By-Laws;

h. Relocation outside of the twenty (20) mile radius as defined in Section 3.3, above;

i. Breach of confidentiality; andEBBA By-Laws V8.8.17

j. Otherwise at the Board’s discretion.

Should an allegation arise regarding a member pertaining to any of the above, the allegation shall be submitted to the Board of Directors for a majority-rules vote on whether to recommend termination of membership to the entire membership for a “termination vote”. The member subject to the potential termination shall be given the opportunity to address the Board of Directors at their meeting on the issue to present an explanation and/or evidence as to why their membership should not be terminated. If the majority of the Board of Directors votes to recommend termination, the issue will be presented to the general membership for a vote at the Corporation’s next scheduled regular meeting. At that meeting, the general membership will be informed of the allegations and that the Board of Directors recommend termination. At that point, if a quorum of at least fifty percent (50%) of the Corporation membership is present, a vote of the general membership shall take place on the issue of membership termination. For a termination of a member to occur, there must be an affirmative vote for termination made by seventy-five percent (75%) of the votes cast on the issue. Proxy and absentee votes shall be allowed and counted as part of the vote tally subject to the following limitation. To cast a vote via proxy or absentee ballot, a member must have attended at least seventy-five percent (75%) of the general Corporation meetings over the immediately preceding twelve (12) months or if a member has been a member of the Corporation for less than twelve months they must have attended at least seventy-five percent (75%) of the general Corporation meetings since their date of admission into the Corporation. The Secretary or Membership Chairperson shall give notice of such action and results to the alleged offending member. There will be no refund of membership fees due to the termination of a member.

Section 4.6. Membership Dues. Each member shall pay annual membership dues in order to remain in good standing with the Corporation. Failure to pay said membership dues will result in the removal of the non-paying member in accordance with paragraph 4.5 of these bylaws. The amount of the membership dues will be determined by the Board of Directors and will be due on January 1st of each calendar year for all members of this Corporation. If membership dues for an upcoming year are not paid to the Corporation by January 15th of that year (allowing for mail postmarked on January 15th), said non-paying member shall be deemed to be not in good standing with this Corporation and said member shall not be eligible to vote for and/or nominate individuals to fill the offices of this Corporation (i.e. Board Members) until said membership dues are paid in full The treasurer shall be required to provide each member with an annual notice to each member notifying them of their membership fee due date. Initial membership dues for new members shall be calculated on a pro-rated basis so as to synchronize their dues payment schedule with January 1st as soon as practically possible. To accomplish this goal, a new member shall pay initial membership dues upon application for membership to this Corporation equal to one-twelfth (1/12) of the then current annual membership dues (as determined by the Board of Directors as set forth in this paragraph) multiplied by the number of full months remaining in the current calendar year. Thereafter, said new member shall pay the full membership dues for the following calendar year which shall be due on January 1st of that year. In the event that any member fails to pay their Membership Dues during any calendar year by January 31st of that calendar year, said member’s membership in the Corporation shall automatically be terminated; however, the Board shall have, at its discretion, the authority to grant exceptions to this rule from time to time for extraordinary circumstances. Membership Dues shall be deposited by the treasurer into the Corporation’s general operating account and may be used by the Board for networking purposes, mixers, or other purposes so determined by the Board for the advancement of the Corporation as a whole. Membership dues shall be $300.00 for each member. Said membership dues are non-refundable. For calendar years 2017 and into the future, the Board of Directors shall set the annual dues at its discretion with the stipulation that dues for any given year must be announced by Board of Directors at the first general Corporation membership meeting of December in the calendar year preceding the calendar year when said membership dues shall become effective.


Section 5.1. “General membership meetings” shall be held on the second and fourth Thursdays of each month unless temporarily scheduled for another time at the discretion of the Board of Directors. The purpose of the general membership meetings will at all times be to promote the passing of referrals between and amongst members of this Corporation. General membership meetings will be held from 12:00 PM until 1:00 PM on the aforementioned dates and will be held at the Keystone Villa at Douglassville located in Douglassville, Pennsylvania. The date, time and location of said meetings may be changed and or adjusted by the Board of Directors at their discretion.

Section 5.2 A minimum of fifty percent (50%) of the general membership must be present during a general membership meeting in order to constitute a quorum.


Section 6.1 The Board of Directors shall manage the business and affairs of the Corporation. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are allowed by Statute, by Articles of Incorporation or by these By-Laws.

Section 6.2 The Board of Directors shall constitute the whole Board and shall consist of a total of five (5) members: President, Vice President, Secretary, Treasurer and one (1) Director.

Section 6.3 The aforementioned President, Vice President, Secretary and Treasurer shall constitute the Officers of the Corporation.

Section 6.4 A general election of officers and directors will take place at the first general membership meeting in February of each calendar year.

Section 6.5 The Board of Directors shall be elected by ballot. Notice of upcoming elections shall be announced at three consecutive general membership meetings preceding the date of elections.

Section 6.6 At the second general membership meeting of January of each calendar year, nominations for Officers and Directors will be solicited from the general membership by secret ballot. To be eligible for nomination to a position on the Board of Directors, a member must be in good standing and must have been a member of the Corporation for a minimum of six (6) months prior to the date of nominations. Upon receipt of the nominations, if one or more individual is nominated for each of the Officer and Director positions, a general election will be held at the second general membership meeting in February to elect the Officers and Directors for the following term. If nominations are not received for all positions, the Board of Directors shall act as a nominating committee and shall hold a special meeting prior to the date of election in order to nominate an individual for each position which did not receive a nomination from the general membership. Nominees for officers and directors will be announced at each meeting (a minimum of three meetings) between the collection of nominations and the general election. A member not in good standing with the Corporation for any reason shall not be permitted to nominate and/or vote for any board openings.

Section 6.7 On election day, voting shall be by individual members and no member shall cast more than one ballot. A quorum of fifty percent (50%) of membership must be present to allow for elections to take place. For satisfying the quorum requirement, proxy votes/absentee ballots shall be counted toward meeting the quorum. Should a quorum not be reached on election day, elections will be postponed until the next general membership meeting at which time, if a quorum is established, elections will take place. If a quorum is not reached at this meeting, the elections will similarly be postponed until a quorum of fifty percent (50%) is reached at a general membership meeting.

Section 6.8 Ballots may be cast by proxy or absentee ballot subject to the following limitation. To cast a vote via proxy or absentee ballot, a member must have attended at least seventy-five percent (75%) of the general Corporation meetings over the immediately preceding twelve (12) months or if a member has been a member of the Corporation for less than twelve months they must have attended at least seventy-five percent (75%) of the general Corporation meetings since their date of admission into the Corporation.

Section 6.9 The Secretary of the Corporation shall be responsible for tallying all of the ballots immediately following the election and making an announcement immediately thereafter as to the identity of the new Officers and Director. In the event of a tie, the sitting Board of Directors will vote as a “tie breaker”. All five (5) members of the Board of Directors must vote whether or not one or more of the members of the sitting Board of Directors has an interest in the outcome of the election.

Section 6.10 The elected Board Members shall hold terms of office as follows:
– President – 1 year term
– Vice President – 1 year term
– Secretary – 1 year term
– Treasurer – Appointed by the Board
– Director – 1 year term

Section 6.11 Any vacancy of a Board Member for any reason shall be filled by Board appointment until the next election.

Section 6.12 Any Board Member who misses general meetings without just cause shall automatically forfeit their position on the Board.

Section 6.13 A member of the Board of Directors may be removed from office for any unlawful act(s), violation of these By-Laws, or loss of membership support due to conflicting interests, unethical acts, or improprieties as determined by the remaining Board of Directors.

Section 6.14 In order to be removed from office, a Board Member must be charged with a valid offense documented by two (2) or more of the Board Members. Special Board meetings consisting of all the Board Members will be held to present, argue and defend the charges. A majority of the remaining Board Members will be needed to make a final determination on removal from office.


Section 7.1 Regular meetings for the Board of Directors shall be held at least once per month and may be held at such hour and location as they find suitable.

Section 7.2 Any Board Member may call special meetings after notifying the other Members of the Board and receiving majority consent to such a meeting.

Section 7.3 The Board of Directors shall fix its own rules of procedure, but in every case, the presence of a majority of the Members shall be necessary to constitute a quorum, and the affirmative vote of a majority of all the Members then present shall be necessary for the adoption of any resolution.

Section 7.4 Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, any action required may be taken without a meeting if a majority of the Members of the Board consent thereto in writing, including electronic mail and the writing or writings are filed with the minutes or proceedings of the Board.


Section 8.1 The Officers of the Corporation shall assume office at the first general Corporation meeting in March following their election and shall hold office as specified in Article 6, Section 6.10.

Section 8.2 President
8.2.1 The President shall supervise the Corporation’s affairs and activities and shall make an annual report to the Members at Large.

8.2.2 The President shall preside at all meetings of the Board of Directors and exercise and perform such powers and duties as may be from time to time delegated or assigned by the Board of Directors or prescribed by the By-Laws and/or the Articles of Incorporation.

8.2.3 The President shall be the Chief Executive Officer (CEO) of the Corporation; and have general and active management of the affairs of the Corporation; and see that all orders and resolutions of the Board are carried into effect.

8.2.4 The President shall be an ex-officio member of all committees.

Section 8.3 Vice President
8.3.1 The Vice President shall, in the absence or disability of the President, perform the duties of the President or delegate these duties to one of the other Board Members when deemed appropriate.

8.3.2 The Vice President shall, upon approval by the Board, be responsible to conduct and/or manage the activities of the Corporation. The activities include, but are not limited to:

– Legal Consultation
– Procurement of Advertising
– Promotion
– Scheduling/Planning of activities and events

Section 8.4 Secretary
8.4.1 The Secretary shall keep a permanent record of the minutes of all such meetings; and present all minutes at the monthly Board meetings.

8.4.2 The Secretary shall further carry on all correspondence ordered by the Board and shall perform all other duties herein provided.

Section 8.5 Treasurer
8.5.1 The Treasurer position shall be appointed by the Board of Directors due to the qualifications necessary to fulfill the position’s requirements.

8.5.2 The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, in such depositories as may be designated by the Board of Directors.

8.5.3 The Treasurer shall disburse the funds of the Corporation as decided by the Board of Directors, taking proper vouchers for such disbursements, and shall render the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the transactions as Treasurer and of the financial condition of the Corporation.

8.5.4 If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 8.6 Director
8.6.1 The Director is the other member of the Board of Directors who is not an officer of the Corporation, but are dedicated to the success of the Corporation for which it stands.

8.6.2 The Director is responsible to abide by these By-Laws and carry out the desires of the General Membership by their voting privilege as part of the Board of Directors.

8.6.3 Directors may be delegated any responsibility deemed necessary by the Board.


Section 9.1 There shall be no compensation for serving on the Board of Directors of the Corporation.


Section 10.1 The Board of Directors may appoint committees consisting of one or more Board Members as may be required from time to time. The chairperson of each committee shall be a Board Member. The Board of Directors may designate one or more of the Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the chairperson of that committee will appoint another qualified member.


Section 11.1 Annual Statement. The Board of Directors shall present quarterly, and at the first meeting of the Board of Directors following the close of each fiscal year, a full and clear statement of the condition of the Corporation.

Section 11.2 Checks. Two members of the Board shall sign all checks or demands for money and notes of the Corporation.

Section 11.3 Fiscal Year. The fiscal year of the Corporation begins on the first day of January and ends on the last day of December.


Section 12.1 These By-Laws may be altered or repealed at any time through the policies and procedures set forth in this Article.

Section 12.2 Procedure for Amendment. An Amendment to these By-Laws can be proposed at any time by any member of the Board of Directors of the Corporation. Upon receiving notice of any proposed Amendment to the By-Laws, the Board of Directors shall consider said proposal at the next regularly scheduled Board meeting and shall have a majority to vote to determine whether to submit the proposed Amendment to the general membership for a vote and potential enactment. If the Board of Directors votes in favor of submitting the proposed Amendment to the general membership for vote, the proposed Amendment will be presented to the general membership at the following three (3) consecutive general membership meetings by the Secretary of the Corporation and the general membership must be informed at each of these three (3) consecutive meetings that a general membership vote will be taken following the announcement that is proposed amendment at the aforesaid third consecutive general membership meeting on whether the Amendment should be adopted.

Section 12.3 Majority Vote Required for Amendment. Any and all Amendments proposed to these By-Laws will only be adopted, enacted and made a part of these By-Laws if the proposed Amendment is approved by a majority of the total membership of the Corporation (general membership vote to be held in accordance with Section 12.2, above).

Section 12.4 Adopted Amendments. Any and all Amendments adopted and/or enacted in accordance with the policies and procedures set forth in this Article shall be affixed to and shall be made a part of these By-Laws.


Section 13.1 Whenever the lawful activities of the corporation involve, among other things, the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shall be divided or distributed in any manner whatsoever among the directors, officers or members of the Corporation. However, the Corporation shall be authorized and empowered to pay a member for professional services rendered by the member to the group as approved by the Board of Directors.


Section 14.1 Purpose of Attendance Policy. The members of this Corporation recognize and agree that regular attendance at regular general membership meetings (those occurring twice monthly) is absolutely crucial to the ultimate success of this Corporation. Failure to attend general membership meetings not only prevents the absent member from passing and receiving referrals but also significantly injures other members of the Corporation who might be offering presentations about their businesses at that particular meeting. By becoming members of this Corporation, all members agree and acknowledge that regular attendance at the regular general membership meetings is an important part of the marketing and business prospecting aspects of their businesses and that they promise to abide by the hereinafter described attendance policy.

Section 14.2 Excused Absences. Pre-planned vacations that will require that a member miss a regular general membership meeting shall be excused if, and only if, notice of this pending absence is given to the Secretary at least seven (7) days prior to the missed meeting. Other mandatory obligations (i.e. jury duty, mandatory court appearances, emergencies…) shall also be considered an excused absence. An excused absence shall not count against a member’s unexcused absences as defined in Section 14.3, below.

Section 14.3 Unexcused Absences. Each member is allowed no more five (5) unexcused absences per year and not more than two (2) of those unexcused absences may occur in any given calendar quarter. An unexcused absence shall be defined as any absence from a regular general membership meeting which does not fall under the definition of an excused absence as defined in Section 14.2, above.

Section 14.4 Notification of Unexcused Absences. All members are required to notify the Secretary of the Corporation of any expected absence from a regular general membership meeting at least twelve (12) hours prior to the scheduled meeting. This notice is necessary in order to make the appropriate arrangements for place settings and food at the location of the regular general membership meeting. Failure to provide said notice to the Secretary shall be grounds for termination of membership. If the Secretary does not receive notice of an absence as described above, it will be assumed that the member will attend the meeting.


Section 15.1 Upon the dissolution of the Eastern Berks Business Alliance, Inc., any and all assets of the Corporation then existing, if any, shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.