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 emailed 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 nine (9) members, which shall consist of not less than four executive officers (President, Vice President, Treasurer and Secretary) and five Board members. The titles of these directors are as follows:
1) President
2) Vice President
3) Vice President
4) Vice President
5) Treasurer
6) Secretary
7) Executive Director
8) Executive Director
9) Executive Director
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
- Nominating Committee. The Board of Directors will serve as the nominating committee. By the April regular meeting, the Nominating Committee shall present to the President a slate of 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 email of the names and persons nominated as candidates for directors.
- 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.
- 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.
- E. Executive Director. The Executive Directors shall be responsible for attending all regular meetings of the Board of Directors and will share in the responsibilities of other officers itemized hereinabove.
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: April 20, 2004
Amended: June 28, 2011
Last updated: 10-06-2011, 11:16am
