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ARTICLE I: NAME and ORGANIZATION
Section 1: Name This organization is formed under the laws of the State of New York and Internal Revenue Code Sec. 501(c)(6), and shall be known as the Moriah Chamber of Commerce, also referred to as the “Chamber”. The Chamber shall observe all local, state and federal laws, and IRS regulations that apply to organizations so formed.
ARTICLE II: OBJECT
Section 1:
To promote and advance the general welfare and prosperity of the businesses of The Town of Moriah.
Section 2:
To facilitate the establishment of commercial, industrial and agricultural enterprises; and to assist, improve and develop existing enterprises so as to provide and increase employment opportunities in the Town of Moriah.
Section 3:
To coordinate and assist the citizens of the Town of Moriah in a cooperative effort towards helping business to locate in the Town and to conduct such studies, surveys, and investigations as may be necessary thereto.
Section 4:
The Chamber shall be nonpartisan and shall not endorse any candidate.
ARTICLE III: MEMBERSHIP
Section 1: Eligibility for Membership
Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership.
Section 2: Application for Membership
Applications for membership shall be in writing, on forms provided for that purpose. If accepted for membership, the member agrees to abide by the bylaws, rules and regulations of the Chamber and will then have the right to vote.
Section 3: Acceptance of Membership
Members meeting the eligibility requirements of the Chamber may be accepted for membership at any meeting of the Membership Committee. The Committee shall notify the Board of Directors of all new memberships.
Section 4: Termination of Membership
a) By Resignation Any member may resign from the Chamber upon written notice to the Board of Directors. b) For Conduct Any member may be terminated by a two-thirds vote of the Board of Directors 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.
ARTICLE IV: MEETINGS
Section 1: Regular Meetings
Regular meetings of the Chamber shall be held at a time and place designated by the Board of Directors. Regular meetings are chaired by the President, or in the absence of the President, one of the Vice-Presidents.
Section 2: Annual Meeting
The regular meeting held in the month of November shall also be known as the Annual Meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise_ The annual meeting will be chaired by the President, or in the absence of the President, one of the Vice-Presidents.
Section 3: Special Meetings
Special meetings may be called by the President or by a majority of the Board of Directors or upon written request of ten percent of the voting members. Notice of special meetings shall be made at least five (5) days prior to such meetings and shall state the purpose for which the meeting was called, and will state the Board member that will chair the meeting.
Section 4: Committee Meetings
Meetings of established committees (see Sec. VII) will be chaired by a Committee member, appointed by the President at the establishment of the Committee, or elected by the Committee Members from their ranks.
Section 5: Quorum
At any regular or special meeting of the Chamber, twenty-five percent (25%) of the voting membership shall constitute a quorum for the transaction of business. If there is no quorum, any decisions shall fall to the Board of Directors.
Section 6: Voting
At any regular or special meeting of the Chamber, each business member shall be entitled to designate a person to represent them as a voting member. No voting member shall be entitled to represent more than one business or to more than one vote unless they are listed as the primary contact for said businesses. Each membership entitles the business to one vote. It is the responsibility of each business to determine which employee has voting rights and to notify the Chamber in writing when the designee is not the person listed on the application for membership.
Section 7: Polling
Whenever the Chamber wishes to represent its members during public hearings and other governmental sessions, with the exception of emergency situation’s, all members are to be given the opportunity to make their opinions known prior to such representation. This polling maybe conducted by mail and email giving the members five (5) days to respond or at a meeting of the Chamber. Emergency situations are defined as those requiring action in two-weeks or less.
ARTICLE V: OFFICERS AND DIRECTORS
All Officers and Directors must be a member in good standing.
Section 1: Officers
The officers of the Chamber shall consist of a President, two Vice Presidents, Secretary, and Treasurer, who shall be elected from among the voting members of the Chamber. No more than one representative of each business can serve on the same Board.
Section 2: Election and Term of Officers
The President, Vice Presidents, Secretary, and Treasurer shall be elected at the annual meeting and shall serve until their successors are elected and installed. Their term of office shall be for one year and shall begin on January first of the year following their election.
Section 3: Directors
In addition to the elected officers, there shall be five (5) Directors, who shall be elected from among the voting members of the Chamber. The Directors shall serve as members of the Chamber Board of Directors and shall perform such other duties as may pertain to his or her office. No more than one representative of each business can serve on the same Board.
Section 4: Election and Term of Directors
With the adoption of these revised Bylaws, the initial Directors shall be assigned by random drawing to serve either two or three year terms, so that three Directors are installed for two-year terms and two Directors are installed for three-year terms. In subsequent years, if Directors’ positions are expiring, Directors shall be elected at the annual meeting and shall serve for three years or until their successors have been elected and installed. Their terms shall begin on January first of the first year for which they were elected. No Director who has completed two consecutive full three-year terms shall be eligible for election to the office of Director at the same annual meeting at which his or her second full term expires.
Section 5: Termination and Resignation
a) An officer or director of the Board of Directors who is absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be removed from their office unless confined by illness or other absence approved by a majority vote of the entire Board of Directors in a meeting duly called for that purpose.
b) Any officer or director may be removed from office with cause by a majority vote of the entire Board of Directors in a meeting duly called for that purpose.
c) Any officer or director may resign upon written notice to the Board. Section 6: Vacancies Vacancies on the Board of Directors shall be filled by majority vote of those present at the next designated general membership meeting, provided that at least 5 days advance notice of the election has been provided to the members. If a vacancy shall occur on the executive committee, the committee may, at its discretion, appoint an interim officer until an election may be conducted at the next general membership meeting.
Section 7: Duties of the President
The President shall serve as the chief executive officer, shall preside at all membership and annual meetings, and shall perform such other duties as may pertain to this office. The President shall be an ex-officio member of all committees except the Nominating Committee and the Audit Committee. The President shall offer specific recommendations regarding distributions from the Children’s Charity account to the Board, following meetings of the Children’s Charity Committee.
Section 8: Duties of the Vice President(s)
The Vice President(s) shall preside at all meetings of the organization in the absence of or when requested by the President, and to perform such other duties as may pertain to this office.
Section 9: Duties of the Secretary
The Secretary shall record and preserve the minutes of all regular and special meetings of the Chamber, and perform such other duties as may pertain to this office or as maybe imposed by the Board of Directors. He/She will be responsible for submitting the minutes to the Board/Membership for approval.
Section 10: Duties of the Treasurer
The Treasurer shall have custody of all of the funds of the Chamber, shall disburse funds as authorized by the Officers, shall account to the organization for same at its regular meetings and at other times when requested by the Board of Directors, and shall perform such other duties as may pertain to this office or as may be imposed by the Board of Directors.
Section 11: Duties of the Directors
The Directors will fulfill the duties as specified throughout these bylaws and provide guidance and direction to the Officers.
Section 12: Indemnification
The Chamber may (but is not required to) provide indemnification to Directors, Officers, or employees for expenses related to the defense of legal proceedings brought in relation to matters arising in the performance of Chamber duties. All decisions regarding indemnification require a majority vote by the Board of Directors. Indemnification is prohibited in any situation where the Director, Officer, or employee is, in the opinion of the Board of Directors, negligent or guilty of misconduct.
ARTICLE VI: BOARD OF DIRECTORS
Section 1: Composition
The Board of Directors shall consist of the five Directors and the five Officers of the Chamber.
Section 2: Powers
The government and policy-making responsibilities of the Chamber, subject to the limitations contained in these bylaws shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs. All distributions from the Children’s Charity, recommended by the President and the Children’s Charity Committee, require approval by the Board at one of their regularly scheduled meetings.
Section 3: Meetings
The Board of Directors shall meet at a time, place and day to be determined by the Board of Directors. Special board meetings may be called by the President or upon written request of at least two (2) members of the Board, with a minimum of five-days advanced notice. Each year, the Board shall elect a Chair from among its members. In the absence of the Board Chair at any Board Meeting, those present shall elect a Chair to serve for that meeting.
Section 4: Quorum
A majority of the elected members of the Board of Directors shall constitute a quorum.
ARTICLE VII: COMMITTEES
Section 1: Authorization and Governance
Committees may be established as the Board of Directors or the Officers shall from time to time deem necessary to carry on the work of the Chamber.
The Board or the Officers may appoint a Committee Chair when the committee is established. Chair has been designated, the Committee Chair shall be elected by the membership of the committee.
Audit Committee An Auditing Committee of three members shall be appointed by the Board of Directors, whose duty it shall be to audit the Treasurer’s accounts quarterly and to report to the Board of Directors.
Nominating Committee The Nominating Committee shall be appointed by the Board of Directors and report to the Board. The Nominating Committee is responsible for seeking out interested and qualified candidates for upcoming Chamber elections.
Executive Committee shall be composed of the President, 1 st Vice President, 2nd Vice President, Secretary and Treasurer. Their duties shall include the management of Chamber activities and developing strategic concepts for the Chamber’s overall functionality.
Section 2: Committee Meetings and Functions
Committee meetings may be called at any time by the committee’s Chair or by the President.
Section 3: Quorum
A majority of the committee members shall constitute a quorum when a committee consists of at the most nine (9) members. For committees having more than nine (9) members, five (5) shall constitute a quorum.
Section 4: Limitation of Authority
No action by any member, committee, division, employee, director or officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors.
ARTICLE VIII: FINANCES
Section 2: Funds
All money paid to the Chamber shall be placed in a general operating fund, or a reserve fund as determined by the Board of Directors.
Section 3: Disbursements
a) Budgeted Items
Upon approval of the budget, the President is authorized to make or authorize the Treasurer to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors.
b) Non-budgeted Items
Any expenditure not outlined in the adopted budget that exceeds $500 requires approval by a majority of the Board of Directors.
Non-budgeted expenditures of $500 or less may be approved by the President as outlined in paragraph a) above. Disbursement shall be by check. Approval for any expenditure that exceeds the $500 threshold may be sought and approved via email. The Treasurer shall provide a report of all non-budgeted disbursements greater than $500 to the Audit Committee quarterly.
c) Donation Requests
Requests for donations shall go to the Board of Directors and not to the membership-at-large. 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. The Board shall base approval of such requests on both the availability of budgeted funds and its relevance to the objectives and purposes of the Chamber.
Section 4: Fiscal Year
The fiscal year of the Chamber shall be from January 1 st through December 31 st.
Section 5: Budget
As soon as possible after election of the new Directors and officers, the Board of Directors shall adopt the budget for the coming year. Committees may submit proposed revisions to the Budget, and revisions may be adopted by a majority vote of the Board of Directors, provided that a minimum of 5-days notice has been provided prior to the vote.
Section 6: Bonding
If deemed necessary by a majority of the Board, the President, Treasurer and any future employees 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 IX: DISSOLUTION
On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations as defined by IRS Sec. 501(c)(3), to be selected by the Board of Directors.
Additional committees may be established by the Officers from time-to-time, as needed to assist with Chamber activities. These committees will report their plans, budgets, and results to the President. Chairmanship of individual committees will be decided by the committee members.
Membership Committee
The Membership Committee shall promote and project the purpose, work, and identity of the Chamber as an ongoing effort; recruit new members and provide them with appropriate membership identification; and maintain membership records.
Arts & Tourism Committee
The Arts & Tourism Committee shall be responsible for the planning and organizing of cultural and tourism events hosted by the Chamber (i.e., Labor Day, Champ Day, Moriah Stock,etc…). It is understood that some events require extensive participation from the Chamber members to properly execute, and the workload should not fall solely on the committee members. The committee members are authorized to create sub-committees or working groups from the general membership to focus on specific events, on an as-needed basis.
Program Committee
The Program Committee shall be responsible for arranging for all speakers, programs, menus, etc., for all luncheons, dinners, special functions, and forums sponsored by the Chamber. This committee will provide the Secretary with timely information for membership notification. This committee will cooperate with the community in helping to sponsor at least one annual community event.
Political Action and Business Environment Committee
The Political Action and Business Environment Committee shall be alert and sensitive to the political needs affecting the businesses represented by the Chamber. A representative of this committee will attend appropriate local / regional government meetings, meet with local government representatives, and prepare positions of support or opposition to issues in the form of recommendations to the Board of Directors.
Awards Committee
The number and scope of the awards shall be determined annually by the committee and approved by the Board.
Public Relations and Marketing
The Public Relations and Marketing Committee will be responsible for coordinating press releases, advertisements, and other such marketing duties as imposed by the Board.
Children’s Charity
Committee The Children’s Charity Committee shall provide specific recommendations to the President regarding proposed distributions from the Children’s Charity Account, and other activities related to this fund. (Distributions from theChildren’sCharity Committee require majority approval of the Board).
Other Committees Additional committees may be established from time-to-time, as necessary for the conduct of Chamber business and activities.
ARTICLE X: PARLIAMENTARY AUTHORITY
The current edition of Roberts Rules of Order, Newly Revised 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.
ARTICLE XI: AMENDMENTS
These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members providing the notice for the meeting includes the proposals for amendments. Should a quorum not be present, it falls to the Board of Directors to approve or disapprove of the proposed 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.
Approved and adopted 02/06/2013