|
Manorville
CHAMBER OF
COMMERCE
BYLAWS
Office of the Chamber
of Commerce
P.O. Box 232,
Manorville, New York,
11949
Section 1: Name
This organization is incorporated under the
laws of the State of New York and shall be
known as the Manorville Chamber of
Commerce, Incorporated.
Section 2: Purpose
The Manorville Chamber of Commerce is
organized to advance the general welfare
and prosperity of the Manorville Area so
that its citizens and all areas of its
business community shall prosper. All
necessary means of promotion shall be
provided and particular attention and
emphasis shall be given to the economic,
commercial, and industrial interests of the
area.
Section 3: Area
The Manorville Area or Manorville economic
region shall mean to include Manorville and
surrounding communities.
Section 4: Limitation of
Methods
The Manorville Chamber of Commerce shall
observe all local, state and federal laws
which apply to a non-profit organization as
defined in Section 501(c)(6) of the
Internal Revenue Code.
Section 1: Eligibility
Any person, association, corporation,
partnership, or estate having an interest
in the purpose of the organization shall be
eligible to apply for
membership.
Section 2: Application
Applications for membership shall be in
writing, on forms provided for that
purpose, and signed by the
applicant.
Section 3: Term
Membership term shall be for a one-year
period. Each year runs from June 1 through
May 31.
Section 4: Fees
Not-for-profit organizations can apply for
membership. The
membership fees for not-for-profits shall
be waived. For the purposes of this
section, political organizations shall not
be considered
“not-for-profit”.
Section 5: Termination
(resignation, expulsion and
delinquency)
a) Any member may resign from the Chamber
upon written request to the Board of
Directors; b) Any member shall be expelled
by the Board of Directors by a two-thirds
vote for nonpayment of dues after ninety
(90) days from the date due, unless
otherwise extended for good cause; c) Any
member may be expelled by a two-thirds vote
of the Board of Directors, at a regularly
scheduled meeting thereof, for conduct
unbecoming a member or prejudicial to the
aims or repute of the Chamber, after notice
and opportunity for a hearing are afforded
the member complained against.
Section 6: Voting
In any proceeding in which voting by
members is called for, each member in good
standing shall be entitled to cast one (1)
vote. Good standing implies paid membership
dues for current year and abiding by the
Bylaws and any rules of the Chamber. A
member must be present at the meeting where
a vote occurs in order to submit a vote on
the matters at hand.
Section 7: Orientation
Orientation on the purposes and activities
of this organization may be conducted for
the following groups: new officers and
directors, current officers and directors,
committee chairmen, committees and new
members.
Section 1: Annual Meeting
The annual meeting of the corporation, in
compliance with State law, shall be held
during April of each year. The time and
place shall be fixed by the Board of
Directors, and notice thereof mailed to
each member at least ten (10) days before
said meeting.
Section 2: Additional Meetings
(general membership, board and committee
meetings)
General meetings of the Chamber may be
called by the President at any time, or
upon petition in writing of any ten percent
(10%) of members in good standing: a)
Notice of special meetings shall be mailed
to each member at least five (5) days prior
to such meetings; b) Board meetings may be
called by the President or by the Board of
Directors upon written application of three
(3) members of the Board. Notice (including
the purpose of the meeting) shall be given
to each director at least one (1) day prior
to said meeting; c) Committee meetings may
be called at any time by President or a
majority of the members of the committee;
d) Written notice of meetings shall include
electronic mail.
Section 3: Quorums
At any duly called general meeting of the
chamber, fifteen percent (15%) of members
shall constitute a quorum; at a Board
meeting, a majority of directors present
shall constitute a quorum; at committee
meetings, a majority shall constitute a
quorum except when a committee consists of
more than nine (9) members. In that case,
five (5) shall constitute a
quorum.
Section 4: Notices, Agenda, and
Minutes
Written notice of all chamber meetings must
be given at least five (5) days in advance
unless otherwise stated. An advance agenda
and minutes must be prepared for all
meetings. The posting of meeting minutes
and agenda on the Manorville Chamber of
Commerce website shall constitute written
notice.
ARTICLE IV: BOARD OF
DIRECTORS
Section 1: Composition of the
Board
The Board of Directors shall be composed of
seven (7) members, one-third of whom shall
be elected annually to serve for three (3)
years or until their successors are elected
and have qualified. The titles of these
directors are as follows:
1)
President
2)
Vice President
3)
Vice President
4)
Vice President
5)
Vice President
6)
Treasurer
7)
Secretary.
The government and policy-making
responsibilities of the Chamber shall be
vested in the
Board of Directors, which shall control its
property, be responsible for its finances
and direct its affairs.
Section 2: Selection and Election of
Directors
A.
Nominating Committee.
At the regular February general meeting,
the President shall appoint, subject to
approval by the Board of Directors, a
Nominating Committee of three (3) members
of the Chamber. The President shall
designate the chairman of the
committee.
Prior to April 1st, the
Nominating Committee shall present to the
President a slate of (number of
vacancies) candidates to serve
three-year terms to replace the directors
whose regular terms are expiring. Each
candidate must be an active member in good
standing and must have agreed to accept the
responsibility of a
directorship.
B.
Publicity of Nominations.
Upon receipt of the report of the
Nominating Committee, the President shall
immediately notify the membership by mail
of the names and persons nominated as
candidates for directors and the right of
petition.
C.
Nominations from the Floor.
Nominations for any open directorship on
the Board of Directors shall be made at the
April meeting.
Nominations shall be made through the
Nominating Committee and may also be made
from the floor from members in good
standing.
D.
Determination.
Voting for vacant directorships on the
Board of Directors shall take place at the
May meeting.
If only one candidate is nominated for any
one position, the nominations shall be
closed and the nominated candidate shall be
declared elected by the Board of Directors
at their regular monthly
meeting.
E.
Eligibility.
All members who are in good standing as of
December 31st of the calendar
year prior to the election shall be
considered eligible to vote for new members
of the Board of Directors.
Section 3: Seating of New
Directors
All newly elected and appointed Board
members shall be seated at the next regular
monthly Board meeting and shall be
participating members thereafter. Retiring
directors shall continue to serve until the
end of the program year.
Section 4: Vacancies
A member of the Board of Directors who
shall be absent from three (3) consecutive
regular meetings of the Board of Directors
shall automatically be dropped from
membership on the Board unless confined by
illness or other absence approved by a
majority vote of those voting at any
meeting thereof.
Vacancies on the Board of Directors, or
among the officers, shall be filled by the
Board of Directors by a majority
vote.
Section 5: Policy
The Board of Directors is responsible for
establishing procedure and formulating
policy of the organization. It is also
responsible for adopting all policies of
the organization. These policies shall be
maintained in a policy manual, to be
reviewed annually and revised as
necessary.
Section 6: Indemnification
The Chamber may, by resolution of the Board
of Directors, provide for indemnification
by the Chamber of any and all current or
former officers, directors and employees
against expenses actually and necessarily
incurred by them in connection with the
defense of any action, suit or proceeding
in which they or any of them are made
parties, or a party, by reason of having
been officers, directors or employees of
the Chamber, except in relation to matters
as to which such individuals shall be
adjudged in such action, suit or proceeding
to be liable for negligence or misconduct
in the performance of duty and to such
matters as shall be settled by agreement
predicated on the existence of such
liability for negligence or
misconduct.
Section 1: Duties of
Officers
A.
President.
The President shall serve as the chief
elected officer of the chamber of commerce
and shall preside at all meetings of the
membership, Board of Directors, and
Executive Committee.
The President of the Board shall, with
advice and counsel of the Vice Presidents,
determine all committees, select all
committee chairmen, and assist in the
selection of committee personnel, subject
to the approval of the Board of
Directors.
The President shall be the key
administrative officer. The President shall
serve on the Board of Directors, and
together with the Secretary, shall cause to
be prepared notices, agendas, and all
relevant Information pertaining to Chamber
Business. The President will also work with
the Board of Directors and will be
responsible for determining that the
program activities of the chamber are of
such duration as is required, at all times
being alert to assure that the activities
of the Chamber are directed toward
achieving business and community needs in
the area served by the Chamber.
B.
Vice President.
The duties of the Vice President shall be
such as their titles by general usage would
indicate, and such as required by law, as
well as those that may be assigned by the
President and Board of Directors. They will
also have under their immediate
jurisdiction all committees pertaining to
their general duties.
C.
Treasurer.
The Treasurer shall be responsible for the
safeguarding of all funds received by the
Chamber and for their proper disbursement.
Such funds shall be kept on deposit in
financial institutions, or invested in a
manner approved by the Board of Directors.
Checks are to be signed by the Treasurer
and the President, or in the absence of
either or both, by any two officers. The
Treasurer shall cause a monthly financial
report to be made to the Board.
D.
Secretary.
The Secretary shall be responsible for
recording all minutes of meetings of the
Board. The Secretary shall also work with
the Board to help with all communications
and in the organization of Chamber events.
The Secretary will also help in
communicating all of the Chamber’s external
communications and in the communication to
all members of the Chamber.
Section 2: Indemnification
The Chamber may, by resolution of the Board
of Directors, provide for indemnification
by the Chamber of any and all of its
officers or former officers as spelled out
in Article IV, Section 6.
ARTICLE VI: Committees
and Divisions
Section 1: Appointment and
Authority
The President of the Board, by and with the
approval of the Board of Directors, shall
appoint all committees and committee
chairmen. The President of the Board may
appoint such ad hoc committees and their
chairmen as deemed necessary to carry out
the program of the Chamber. Committee
appointments shall be at the will and
pleasure of the President of the Board and
shall serve concurrent with the term of the
appointing President of the Board, unless a
different term is approved by the Board of
Directors.
It shall be the function of committees to
make investigations, conduct studies and
hearings, make recommendations to the Board
of Directors, and to carry on such
activities as may be delegated to them by
the Board.
Section 2: Limitation of
Authority
No action by any member, committee,
division, employee, director or officer
shall be binding upon, or constitute and
expression of, the policy of the Chamber
until it shall have been approved or
ratified by the Board of
Directors.
Committees shall be discharged by the
President when their work has been
completed and their reports accepted, or
when, in the opinion of the Board of
Directors, it is deemed wise to discontinue
the committees.
Section 3: Testimony
Once committee action has been approved by
the Board of Directors, it shall be
incumbent upon the committee chairmen or,
in their absence, whom they designate as
being familiar with the issue, to give
testimony to or make presentations before
civic and governmental agencies.
Section 1: Funds
All money paid to the chamber shall be
placed in a general operating
fund.
Section 2: Fiscal Year
The fiscal year of the Chamber shall close
on a calendar year.
Section 3: Budget
As soon as possible after election of the
new board of Directors and officers, the
Budget Committee shall adopt the budget of
the coming year and submit it to the Board
of Directors for approval.
Section 4: Annual Audit
The accounts by the Chamber of Commerce
shall be audited annually as of the close
of business on December 31st by
a public accountant. The audit shall at all
times be available to members of the
organization within the offices of the
Chamber.
Section 5: Bonding
The President and such other officers as
the Board of Directors may designate shall
be bonded by a sufficient fidelity bond in
the amount set by the Board and paid for by
the Chamber.
ARTICLE VIII: Dissolution
Section 1: Procedure
The Chamber shall use its funds only to
accomplish the objectives and purposes
specified in these Bylaws, and no part of
said funds shall inure or be distributed to
the members of the Chamber. On dissolution
of the Chamber, any funds remaining shall
be distributed to one or more regularly
organized and qualified charitable,
education, scientific or philanthropic
organizations to be selected by the Board
of Directors as defined in IRS Section
501(c)(3).
ARTICLE IX: Parliamentary
Authority
Section 1: Parliamentary
Authority
The current edition of Roberts Rules
of Order shall be the final source of
authority in all questions of parliamentary
procedures when such rules are not
inconsistent with the Charter or Bylaws of
the Chamber.
Section 1: Revisions
These bylaws may be amended or altered by a
two-thirds (2/3) vote of the Board of
Directors, or by a majority of members at
any regular or special meeting, providing
the notice for the meeting includes the
proposals for amendments. Any proposed
amendments or alterations shall be
submitted to the Board or the members in
writing, at least ten (10) days in advance
of the meeting at which they are to be
acted upon.
Adopted:
(date)
Amended:
(date)
(date)
(date)
Back to top
|
