ARTICLE I- NAME AND PURPOSE
Section 1: Name
This organization is incorporated under the laws of the State of New York and shall be known as the Greater Nanuet Chamber of Commerce, Inc.
Section 2: Purpose
Greater Nanuet Chamber of Commerce, Inc. is organized for the purpose of promoting and supporting the business, civic and cultural vitality in Nanuet through advocacy, leadership and networking to create a vibrant, prosperous, environmentally sound and strong community.
Section 3: Limitations
Chamber of Commerce shall observe all local, state and federal laws which apply to organizations as defined in Section 501 (c) (6) of the Internal Revenue Code.
Section 4: Fiscal Year
The fiscal year of the Chamber of Commerce shall run from July 1 to June 30, inclusive.
ARTICLE II- MEMBERSHIP
Section 1: Eligibility
Any reputable person, firm, corporation, association, estate, professional, partnership, or trust interested in the general welfare of the Nanuet Area may apply to become a member.
Section 2: Classes of Membership
Membership in the chamber is divided into three classes
- Individual Membership
Individual membership is granted to individuals who are representing their own interest or that of their family members and are not seeking to represent the interest of any business entity.
- Business Membership
Any entity that is not an individual is admitted only as a Business member of the chamber. Anyone representing or promoting a business who joins the chamber must join as a business as it is assumed they will be representing their business interests.
- Honorary Membership
Honorary membership may be conferred on an individual, or business, for distinction in public or business affairs. Honorary membership shall not pay any dues, hold office or be entitled to vote in an election of officers, or on any matters that come before the chamber. Election to honorary membership shall require the recommendation of the Board of Directors, present and voting. An honorary membership may be awarded or revoked by the Board of Directors via majority vote at any time.
Section 3: Application
Applications for membership shall be in writing (including via electronic means) and signed by the applicant. Approval of members shall be by the Board of Directors at any meeting thereof. At the discretion of the Board of Directors, applications may be approved or denied on the basis of factors including, but not limited to, business ethics, acceptance of the chamber’s purposes, et cetera. Any applicant so approved shall become a member upon payment of the regularly scheduled dues as provided in these by-laws. Denial of membership will be communicated in writing within a week of the Board’s vote. Re-application will be considered after a minimum of six (6) months or at the discretion of the Board.
Section 4: Dues
The annual dues for each class of membership shall be determined each year by the Board of Directors. Each member in good standing shall be entitled to enjoy the duties and privileges of voting and participation, except that honorary members shall not be entitled to vote or pay dues. Each dues-paying member (i.e. business) in good standing shall be entitled to one vote.
The dues of the organization shall be payable by the 10th day of the month when due. . A member shall be considered delinquent if dues have not been paid within 60 days of the due date and such delinquent members shall not be permitted to cast a vote on any matters and shall not receive any discounted rates or other benefits offered to members.
Section 5: Termination and Suspensions of Membership Privileges
A: Suspension or termination for non-payment of dues
A member’s right to vote at any election or on any question; or be appointed to any committee; or serve on the Board of Directors or become an officer; or enjoy any other privileges of membership shall be suspended if the member shall be sixty days in arrears in the payment of dues. A member will be automatically expelled from the chamber’s list of active members for non-payment of dues after sixty days of renewal date.
B: Termination of Membership
Any member may be expelled for conduct detrimental to the chamber by a majority vote of the Board.
C: Notification of Termination
A member who is terminated for cause shall be notified in writing via electronic or postal mail. Email shall be considered an official means of notification.
Any member may withdraw or resign from the Chamber upon written request to the Board of Directors. There shall be no refund of dues to a member who withdraws or resigns.
E: Transferability of Membership
Membership in the Chamber is not transferable, however, voting representatives may be changed by notice to the Board of Directors. The sale or transfer of ownership of an entity shall terminate the membership of such entity.
Section 6: General Meetings
Ten members in good standing, and at least 3 elected officers or Directors of the Chamber shall constitute a quorum of the Chamber.
B: Annual Meeting
The date of the regular annual meeting in the month of May shall be set by the Board of Directors who shall also set the time and place.
C: Special Meetings
Special meetings may be called by the President of the Board, or the Executive Committee, or upon the written application of 10% of the members in good standing. The purpose of the special meetings shall be stated in a notice mailed/e-mailed to each member at least ten full days in advance, and no business other than that stated in the notice may be considered at such meeting.
D: Election Meetings
There shall be a meeting scheduled during the month of May each year for the purpose of holding elections for new Board Members. The meeting notice shall include a list of entities or individuals desiring to fill vacancies on the Board which list shall be sent out at least two (2) weeks prior to the meeting date.
E: Notice of Meetings
Notice of each meeting shall be given to each voting member, by mail/electronic mail, not less than ten days before the meeting. Such notice shall include an agenda and disclose all matters to be voted upon.
ARTICLE III- BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation.
- The Board of Directors is responsible for overall policy and direction of Management, and may delegate responsibility for day-to-day operations to the Executive Director and committees. The Board shall have up to fifteen (15) and not fewer than seven (7) members at any time. The Board receives no compensation, other than reasonable expenses, for performing functions normally performed by Members of a non-profit Board. However, situations may arise that will cause the Board to contract a member to perform professional services normally performed by a contractor or an employee. Such contracts shall be in writing and approved by no less than a three-quarter majority vote of the remaining Board members.
- The number of Directors herein provided for shall not be changed except by two-thirds vote of the membership present and voting at the annual meeting or at any special meeting properly called for such purposes.
- The Directors shall be divided into three (3) classes, up to five (5) members each. Each class of Directors shall serve a period of three (3) years. One class shall be elected annually by the membership to replace the expiring terms of the outgoing class members. All directors shall hold office until their successors begin the term.
Section 2: Nomination of Board of Directors
- Requests to the general membership for nominees to the Board shall be posted in the any publications (newsletters, web site, etc.) of the Chamber.
- Candidates shall file, with the Secretary, their interest in filling Board positions, by March 31st of each year. At the May meeting, additional nominations may be considered from the floor.
- The Director may be elected by the Board as one of its officers. A Director may be appointed by the Board to fulfill a remaining term of another member who has left the Board.
- A member shall have the right to vote for up to 5 names and the top 5 vote earners shall be considered elected, provided that in no case shall any member vote for more than the number of seats on the Board up for election.
- The Audit (SECRETARY) committee of the Chamber shall conduct the voting and certify the results of the ballots immediately after the vote and present the results to the meeting.
Section 3: Elections of Officers
A: Election of Officers
The annual elections of officers shall be held at the meeting following the annual membership meeting in June. The Board shall elect from its members. The President, Vice President, Secretary, Assistant Secretary and Treasurer.
B: Nominating Committee
Immediately following the election of the new Board members at the May meeting, the Board shall appoint a Nominating Officer (currently a non-officer), who shall be responsible for overseeing the nominations and elections of the executive committee (officers) from the newly elected Board. The election of these offices to take place at the June Board meeting. The Nominating Officer shall solicit from the new Board those names of anyone interested in running for the offices of President, Vice President, Secretary, Assistant Secretary and Treasurer. Any Board member expressing interest in holding an office, should contact the Nominating Officer any time within one week of this meeting. If after one week, any position does not have at least one person interested in running, the Nominating Officer is responsible for soliciting candidates from the existing Board members. A full slate of candidates shall be included with the June Board meeting notice.
At such June Board meeting, the Nominating Officer shall place in nomination the slate of names of one or more candidates for each of the officers. The name may be placed in nomination for more than one position. In case an individual is elected for more than one position, he or she shall choose one to serve. The next individual with the highest vote shall be deemed elected to the position not chosen.
Board members wishing to vote must be present. No proxy votes or absentee ballots are permitted. The Nominating Officer shall record the voting members present and shall provide a complete slate of candidates prior to any vote. The vote shall be by secret ballot.
D: Judges of Elections
The Nominating Officer shall act as judge of the election. The Nominating Officer shall select a non-candidate from the remaining Board members to verify the vote count. They shall have complete supervision of the election, including the auditing of the balance. The judges shall count all ballots, and report the results of the election immediately to the Board. In the event of a tie for any respective position a revote may be necessary.
The Board of Directors shall have the power to fill any vacancies on the Board, and any member so appointed shall hold the office for the unexpired term of the Director to whose place he/she is appointed.
Section 5: Board Meetings
- Regular Meetings
The Board of Directors shall meet at regular intervals, time and place to be fixed at their first meeting after the Annual Election. At least 50% of the members of the Board of Directors shall constitute a quorum, at least one of whom shall be an officer.
- Special Meetings
Special meetings of the Board of Directors may be held at any time upon the call of the President or upon the call of any three Directors, by written or oral notice given not less than twenty-four hours prior to the hour of the proposed meeting, unless such notice shall be waived in writing by said Directors.
Section 6: Board Actions.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A Director of The Chamber who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting.
Section 7: Power to Acquire Property or Privileges, or Borrow Money.
The Board of Directors shall have the power to purchase or otherwise acquire for the corporation any property, rights, or privileges which the corporation is authorized to acquire, at such price and on such terms and conditions and for such consideration as they, from time to time, see fit.
ARTICLE IV-DUTIES OF OFFICERS
Officers and Their Duties
Section 1: Officers
The officers of this chamber shall be President, Vice President, Secretary, Assistant Secretary, and Treasurer. No individual may hold two offices concurrently. There shall be no limits imposed as to the number of terms that may be served.
Section 2: President
The President shall preside at all meetings of the Chamber and the Board of Directors. He/she shall, subject to the approval of the Board of Directors, appoint all committee chairpersons, and he/she shall be an ex-officio member of all committees.
Section 3: Vice President
The Vice President shall act in the absence of the President become familiar with current resolutions and policies and be the ex-officio member of all committees. He/she shall assist the President and represent the President at meetings, functions, etc. as may be directed or when the President may be unable to do so.
Section 4: Secretary
The Secretary shall keep the minutes at all meetings of the Chamber. He/she shall attend to the giving and serving of all notices to the chamber, and shall be responsible for mailing or providing electronic notices concerning regular and special meetings.
Section 5: Assistant Secretary
The Assistant Secretary shall assist the Secretary in the performance of the Secretary’s duties and shall act as Secretary in the absence of the substantive Secretary.
Section 6: Treasurer
The Treasurer shall receive and disburse the funds of the Chamber and keep all monies deposited in its name. The Treasurer shall have the responsibility to present an accounting of all monies received and dispersed and respective balances at each Board meeting. He/she will have the duty to present a clear and full financial statement to the Board at the end of each fiscal year, or at any time requested by the Board.
Section 7: Directors
The directors shall assist in the governance of the Chamber and direct its work.
ARTICLE V – MANAGEMENT PERSONNEL
The Board may appoint an Administrative Assistant and/or an EXECUTIVE DIRECTOR who shall act in an administrative capacity in the Chamber, and is not an officer. He or She will at all times be subject to the supervision of the Board of Directors and shall perform such duties as may be determined by the Board. He or She will maintain general supervision over all the work of The Chamber, its employees, and office volunteers.
ARTICLE VI- COMMITTEES
Section 1: Appointment and Authority
The President shall appoint committee chairpersons as needed. The committee chairperson shall, in turn, with full authority, select the members of their committee from the general membership of the chamber. The terms of all committee members and chairs end when the term of the appointing President ends. The President and Vice President shall be an ex-officio member of all committees
Section 2: Executive Committee
Executive Committee consisting of the five (5) elected officers (President, Vice-President, Secretary, Treasurer, and Assistant Secretary), shall have such authority and power in the interim between meetings of the Board of Directors, or in the absence of a quorum thereof, to transact such business for The Chamber as shall come within the general policies of The Chamber as previously interpreted by the Board of Directors, but shall in no way usurp the functions of the governing body, to the end that there may be reasonable freedom of action where delay might be detrimental to the best interests of the Chamber.
Section 3: Finance Committee
A Finance Committee shall be named by the President whose duty it shall be to supervise all financial matters of The Chamber and make recommendations to the Board of Directors’ methods of collecting and disbursing of monies belonging to The Chamber. It shall also be the duty of the Finance Committee to present annually a budget of estimated receipts and expenditures for the fiscal year. The Finance Committee shall establish guidelines regarding spending limits and authorizations subject to approval by a majority vote of the Board. They shall also establish guidelines with respect to how expenses should be pre-approved based on the limits established in said guidelines.
Section 4: Audit Committee
An Auditing committee of no less than two members shall be appointed by the Board, whose duty it shall be to audit the Treasurer’s accounts at the close of the fiscal year and to report to the Board of Directors. The committee shall select its own Chair.
Section 5: Standing and Special Committees
The President shall appoint standing and special committees as may be necessary to carry out the purpose of the organization subject to approval by the Board of Directors. Such committees may approve the expenditure of funds belonging to The Chamber in the normal course of conducting the committees’ approved purpose and budget without the additional consent of the Board of Directors. Any special committee may be given the power by the Board of Directors to adopt rules for its own government not inconsistent with these by-laws.
Section 5: Committee Meetings
At committee meetings a majority of committee membership shall constitute a quorum.
All questions of procedure at any meeting of, or under auspices of The Greater Nanuet Chamber of Commerce shall be settled according to ROBERTS RULES OF ORDER.
ARTICLE VIII –AMENDMENTS
These by-laws may be amended by a two-thirds vote of the membership present and voting at any special meeting properly called for such a purpose or by a two-thirds vote of the membership present and voting at any annual meeting. Provided, nevertheless, that in either special meetings or annual meetings where amendments proposed of these by-laws is to be entertained that every proposed amendment shall be plainly stated in the notice for the meeting at which they are to be considered. The notice shall be given to the members at least two weeks prior to the meeting.
Article IX –INDEMNIFICATION OF DIRECTORS, OFFICERS & EMPLOYEES
Section One: Insurance
The Chamber is required to purchase Directors and Officers (“D&O”) liability insurance. To the extent permitted by law, such insurance shall insure the Chamber for any obligation it incurs as a result of this Article, or operation of law, and it may insure directly the Directors, officers, employees or volunteers of the Chamber for liabilities against which they are not entitled to indemnification under this Article, as well as for liabilities against which they are entitled or permitted to be indemnified by the Chamber.
ARTICLE X – 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 to be selected by the Board of Directors as defined in IRS Section 501(c)(3).
These Bylaws and updated revisions were adopted at a meeting of the Board of Directors of the Greater Nanuet Chamber Of Commerce, Inc. on November 9, 2015.
Susan Farese (Secretary)