ARTICLE I. General
Section 1. Name
This organization is incorporated under the Laws of the State of New York, and shall be known and designated as the Amityville Chamber of Commerce, Inc. (the â€œChamberâ€).
Section 2. Purpose
The Amityville Chamber of Commerce, Inc. is formed for the following purposes: a. To improve the climate of the business and industrial atmosphere of the Amityville community and its environs: b. To encourage qualified and reputable businesses to locate within the Amityville community and its environs; c. To act as a liaison between consumers and the business community; and d. To maintain a high standard of ethics and business practice among the members of the Chamber.
Section 3. Limitations
The Chamber shall be a non-profit, non-partisan and non-sectarian, non-political and non-sectional.
ARTICLE II. Membership
Section 1. Member
Active members shall include merchants, professionals, associations, firms, partnerships and corporations having a place of business in, or doing business in the Amityville community and its environs, as well individuals having an interest in the Amityville community’s general welfare.
Section 2. Honorary Member
The Board may at any regular or special meeting of the Board and by affirmative majority vote, admit to Honorary Membership any person of distinction in public affairs or preeminent by ability or high character, not directly connected with any mercantile or professional pursuits who is deemed worthy of such distinction. Honorary Membership confers upon such a person the privileges of the Chamber, except that they shall not hold office, they shall not be entitled to vote and they shall be exempt from paying dues. Honorary Membership may be revoked by the Board at any time.
Section 3. Election to Membership
Applications for new membership shall be made in writing on the prescribed application form. Applications shall be submitted to the Membership Committee or its designee to the Board. The application shall be regarded as a guarantee on the part of the applicant of interest in the purposes of the Chamber and of adherence to the By-Laws, rules and regulations. The election to membership shall require the affirmative majority vote of the Board at any regular or special meeting thereof. Memberships approved by the Board will begin upon payment of the prescribed dues.
Section 4. Exercise of Privileges
Any merchant, professional, association, firm, partnership or corporation holding membership may nominate, in writing to the Board, an individual whom the holder desires to exercise the privileges of membership covered by its subscription, subject to approval by the Board of Directors. An individual member may not so nominate another to exercise his/her privileges of membership.
Section 5. Voting Restriction of Members
Every member of the Chamber in good standing is entitled to one vote in any election, referendum or membership meeting. No voting by proxy shall be permitted.
Section 6. Not in Good Standing
A member shall be in good standing unless its membership has been terminated in accordance with the provisions of this Article, or unless it is in arrears in payment of dues for three (3) months, or unless its status as a member in good standing has been suspended by a two-thirds (2/3rds) affirmative vote of the Board at any regular constituted Board meeting. A member not in good standing shall have suspended all of its interests and rights in and to the property of the Chamber.
Section 7. Termination
Any member may resign from the Chamber upon written request to the Board of Directors. Any member may be expelled by the Board of Directors by a two-thirds (2/3rds) vote for non-payment of dues after three (3) months from the due date unless otherwise extended for good cause. Any member may be expelled by a two-thirds (2/3rds) 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 against whom the complaint has been made. The termination of membership from the Chamber for any reason shall cause a forfeiture of all interest of the member in and to the property of the Chamber, and the member thereafter shall have no rights thereto or in any part thereof.
Section 8. Dues
Membership dues shall be at such rate as may be prescribed from time to time by the Board of Directors, payable annually, in advance. Dues should be paid on or before the first day of the month the Chamber Member initially joined the Chamber. For those members who paid dues under the By-Laws adopted in October of 1997, dues will be payable on or before the first day of the fiscal year.
ARTICLE III. Meetings
Section 1. Annual Meeting
The annual meeting of the Chamber, in compliance with state law, shall be held during the month of June of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least five (5) days in writing before said meeting.
Section 2. Regular Meetings
Meetings of the general membership will be held on the first Wednesday of each month. Meeting of the Board of Directors will be held on the third Wednesday of each month. the time and place of each meeting shall be determined by the President, unless otherwise noticed to the membership or Board, respectively. Either meeting may be canceled at least seven days in advance by a majority vote of the Board, or by an Officer in the event of severe weather event, which shall not be subject to advance notice.
Section 3. Additional Meetings
(a) General meetings of the Chamber may be called by the President at any time, or upon written request of any twenty (20) active members in good standing, which writing must state the object and purpose of the meeting. Notice in writing setting forth the date, time, place and purpose of the meeting must be mailed to each member to the last known mailing address at least five (5) days prior to such meetings. (b) Board meetings may be called, by the President or upon written request of any five (5) members of the Board, setting forth the object and purpose of the meeting. Notice, including the purpose of the meeting, shall be given to each director at least one day prior to said meeting. (c) Committee meetings may be called at any time by the President, Vice-President or the Committee’s chairperson.
Section 4. Notices, Agenda, Minutes
Written notice of Chamber meetings of the General Membership and of the Board of Directors, shall be mailed at least five (5) days in advance, unless otherwise stated herein. Members in good standing shall also receive in said mailing the minutes of the previous respective meeting Notices shall be mailed by the Secretary or other designee of the Board. Minutes shall be maintained for all meetings by the Secretary or other designee of the Board and recorded in a book of minutes to be maintained by the Board.
Section 5. Quorums
(a) No less than ten (10) active members in good standing shall constitute a quorum for the transaction of business at any regular or special meeting, and the Annual meeting, of the general membership of the Chamber. (b) Five (5) directors present shall constitute a quorum of the Board of Directors. (c) Three (3) committee members present at committee meetings shall constitute a quorum, unless the committee consists of two members, in which case same shall be considered a quorum. (d) The highest ranking Officer, the committee chairman or his/her designee, present shall call the meeting to order and proceed with the business promptly at the designated time.
Section 6. Cost of Meeting
The Board of Directors shall prescribe the costs, if any, of attending a meeting of the Chamber for members and non-members.
ARTICLE IV. Board of Directors
Section 1. Composition of the Board of Directors
The Government of the Chamber shall be vested in a Board of Directors consisting of: a maximum of eleven (11) Directors, including the immediate Past-President, in addition to four (4) Officers: the President, Vice President, Treasurer and Secretary. Additionally, there also may be an Executive Director, whose duties shall be determined by the Board. The Board shall have the power to fill all vacancies of the Directors and Officers by a two-thirds (2/3rds) affirmative vote of the Board present at any regular constituted Board meeting. They may adopt rules for conducting the business of the Chamber. They shall meet not less than once a month. They shall cause to be submitted a full report of the work and the finances of the organization at the Annual meeting.
Section 2. Election of Directors
Directors, except for the Executive Director, shall be elected bi-annually in accordance with Article VI.
Section 3. Appointment of Past President
The retiring President may seek appointment to the Board for the two year term following her/her last term as President. Appointment shall be made upon the majority vote of the Board at the April Board meeting. If the Past President position is not so filled, then same shall be an open Directorship which shall be filled in accordance with the terms of Article VI.
Section 3. Appointment of Executive Director
An Executive Director may be appointed, and likewise removed, at the discretion of the Board of Directors, (bold removed) Executive Board by a majority vote. (bold removed) The Executive Director shall have no right to vote, in that capacity, at a meeting of the Board of Directors.
Section 4. Term
The term of office of a Director shall be two years, commencing on July 1st following the election to the position, through to the last day of June two years thereafter. See also Article VI.
Section 5. No Term Limits
A Director may, if elected, continue as Director for additional consecutive terms.
Section 6. Automatic Excused Absences/ Removal
Absence by a Director from five (5) regular meetings of the Board and/or of the Chamber, within one fiscal year, without a valid excuse approved by a majority vote of those voting at a meeting of the Board, shall be construed as a resignation from office.
Section 7. Suspension
A Director shall have all rights and duties suspended if said Director has become a Member not in good standing in accordance with Section 6 of Article II.
Section 8. 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 and Directors 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 or Directors 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 in such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
Section 9. Replacement
In the event of death, disability, resignation or any other reason that precludes a Director from performance of his or her duties, said Directorship position may be declared vacant by two-thirds (2/3rds) vote of the Board within two months of the vacancy, and at that time the successor elected by the Board for the balance of the unexpired term.
Section 10. Phone Voting Procedures
In the event that a matter is in need of the Board of Directors immediate attention, any Officer of the Board of Directors (President, Vice President, Treasurer or Secretary) may hold a telephone vote to poll all the members of the Board for their vote. A majority of the Board of Directors is required to pass a Phone Vote.
ARTICLE V. Officers
Section 1. Titles
The Officers of the Chamber shall be President, Vice President, Treasurer and Secretary.
Section 2. Election of Officers
Officers shall be elected bi-annually in accordance with Article VI.
Section 3. Term
The term of office of the Chamber Officers shall be two years, commencing on July 1st following the election to the position, through to the last day of June two years thereafter. See also Article VI.
Section 4. Term Limits
Any Officer may, if elected, continue as an Officer in the same capacity for additional consecutive terms.
Section 5. The President
The President shall be the head of the Chamber and preside at all meetings of the Chamber and the Board, and perform all the duties incident to office. The President shall determine the need for ad hoc committees, and all committee chairmen, subject to the approval of the Board of Directors by a majority vote. The President shall be a member ex-officio of all committees, unless otherwise specified herein. With the approval of the Board of Directors, the President shall sign all contracts and other instruments affecting the operation of the Chamber or any of its properties. The President shall, with another officer, sign all formal documents of the Chamber. The President shall have authority to expend up to $500.00 on behalf of the Chamber; sums in excess of that amount must have the approval of the majority vote of the Board of Directors. The President shall recommend to the Board such matters and accept suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber. The President shall be responsible, with the Treasurer, and the Budget and Finance Committee, for the preparation of an operating budget covering all activities of the Chamber subject to the approval of the Board of Directors.
Section 6. The Vice President
The Vice-President shall act in the absence or disability of the President shall have the same power, authority and duties as the President. In the absence of the President and Vice-President, a member of the Board shall be chosen by the Board to act temporarily.
Section 7. The Treasurer
The Treasurer shall be receive all monies paid to the Chamber and deposit all monies of the Chamber in a bank account maintained in an Amityville bank as designated by the Board. Treasurer shall pay all duly authorized bills and expenses. The Treasurer shall keep an accurate record of all receipts and books belonging to the Chamber and shall make and announce a quarterly report at the Board meeting and regular meeting, respectively, following the close of each quarter. The Treasurer shall bill all members for payment of dues no later than the first day of the month prior to the Annual meeting, and render a current report on bank balances, dues payments and delinquent members at each Board meeting. The Treasurer shall render a full annual report of all receipts and disbursements at the first regular meeting following the close of the fiscal year and at any time upon request from the President or the request of the majority of the Board.
Section 8. The Secretary
It shall be the duty of the Secretary to conduct the official correspondence, preserve all books, documents and communications, maintain an accurate record of the proceedings of the Chamber and the Board by recording of minutes at all regular, Board and special meetings. The Secretary shall prepare notices, agendas and minutes of prior meetings for all meetings of the General Membership and the Board, and shall mail them to the membership and directors respectively, prior to the meetings, except that minutes of prior meetings shall not be mailed to non-members.
Section 9. Automatic Excused Absences/ Removal
Absence by an Officer from five (5) regular meetings of the Board and/or of the Chamber, within one fiscal year, without a valid excuse approved by a majority vote of those voting at a meeting of the Board, shall be construed as a resignation from office.
Section 10. Suspension
An officer shall have all rights and duties suspended if said Officer has become a Member not in good standing in accordance with Section 6 of Article II.
Section 11. Replacement
In the event of death, disability, resignation or any other reason that precludes the Officer from performance of his/her duties, said position may be declared vacant by a two-thirds (2/3rds) vote of the Board, within two months of the vacancy, and at that time, the successor elected by the Board for the balance of the unexpired term. Said Officer should be selected from one of the Directors in good standing.
ARTICLE VI. Elections
Section 1. Nominating Committee
At the regular March Board meeting, the President shall appoint,, subject to the approval of the Board of Directors, a nominating committee of three members of the Chamber. The President shall designate the Chairman of the committee. At the April Board meeting, the nominating committee shall present to the President and Secretary a slate of candidates to serve two-year terms to replace the Officers and 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 the respective position.
Section 2. Publicity of Nominations
The Secretary or designee of the Board shall notify the Membership in the Notice of the May regular meeting of the names and persons nominated as candidates for Officers and Directors and the right of petition.
Section 3. Nominations by Petition
Additional names of candidates for Officers or Director may be nominated by Petition, which makes reference to the respective positions, bearing the genuine signatures of at least ten (10) members in good standing of the Chamber. Such petitions must be received by the Nominating Committee chairman no later than five days after the May regular meeting. The determination of the Nominating Committee as to the legality of the Petition(s) shall be final.
Section 4. Determination
If no Petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared elected at the Annual meeting by the chairman of the Election Committee. If a legal petition shall present additional candidates, a ballot shall be drafted by the Nominating Committee. The ballot shall state the names of those candidates duly identified as being nominated by the Nominating Committee, in alphabetical order, followed by the names of those nominated by Petition, in alphabetical order. The Nominating Committee shall mail this ballot to all members in good standing at least 14 days before the Annual meeting. The ballot shall be marked in accordance with instructions printed on the ballot, bearing the raised seal of the Chamber, which ballot must be post-marked or hand-delivered to the chairman of the Election Committee no later than five days before the Annual meeting.
Section 5. Election Committee
The President shall appoint and submit to the Board for approval at the regular April Board meeting a committee of three who are not candidates for election, which shall be responsible for the collection of the ballots, the counting of votes for each candidate and the reporting to the General Membership at the Annual meeting the number of votes cast for each candidate. The committee shall tally the votes no earlier than the day before the Annual meeting. The committee shall report the names of those candidates who received the highest number of votes which are therefore elected for the respective positions. In the event of a tie, a vote taken of the General Membership at the Annual meeting will decide the outcome.
Section 6. Retirement and Installation
Retirement and installation of the Officers and Directions shall take place at the July regular meeting. Same shall be conducted by the Village Justice or other designee of the Board.
Section 7. Staggered Elections of Directors and Officers
The respective terms of the President, Treasurer and six Directors, including the Past President, shall expire on the last day of the fiscal year in 2010 and each even year thereafter, each having a term of two years. The respective terms of the Vice-President, Secretary and five Directors shall expire on the last day of the fiscal year in 2009 and each odd year thereafter. Said positions shall have terms of one year from July 1, 1998 through June 3, 1999; thereafter, the terms shall each be for two years. The Nominating Committee for the 1998 elections shall present a slate of candidates which designates the length of the terms for the proposed eleven directors, such that six directorships shall be for two-year terms and five directorships shall be for one-year terms. Nominations by Petition must indicate the length of the term for each proposed candidate.
ARTICLE VII. Committees and Divisions
Section 1. Appointment and Authority
The President, by and with the Approval of the Board of Directors, shall appoint all Committees and Committee chairmen. Committee appointment shall be at the will and pleasure of the President and shall serve concurrent with the term of the President, unless a different term is approved by the Board of Directors. The Board shall authorize and define the powers and duties of all standing and special committees except those committees whose function are set forth in these By-Laws.
Section 2. Functions and Reporting
It shall be the function of committees to make investigations, conduct hearings, make recommendations to the Board and the carrying of such activities as may be delegated to them by the Board. They shall examine into and report on such subjects as may be referred to them by the Board.
Section 3. 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. No member, committee, division, employee, director or officer shall take or make public any formal action or make public any resolution, or in any way commit the Chamber on a question of policy, or in matters of general public interest, without first having received approval of the Board. A committee shall be discharged by the President when its work has been completed and it’s report accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the Committee.
Section 4. Standing & Special Committees
The President shall, with the approval of the Board, appoint such additional standing and special committees as may be deemed necessary for the proper functioning of the Chamber and shall prescribe their duties when not herein specified.
Section 5. Suggested Regular Committees
There may be the following committees, the membership which shall be appointed at the first Regular Board Meeting of the fiscal year: A) Program Committee – shall have charge of planning programs for regular chamber meetings, arranging for guest speakers, demonstrations, lectures, etc. B) Entertainment Committee â€“ shall have charge of entertainment in social functions of the Chamber. C) Marketing Committee â€“ shall plan and work for the promotion of business interests and commercial progress in the Amityville Community and its environs, report on their problems, and to promote Chamber membership interest in this category. D) Publicity Committee â€“ shall arrange all publicity on behalf of the activities of the chamber including the activities of all Chamber Committees. E) Membership Committee â€“ shall conduct a continuous membership expansion program, set goals for new membership, solicit new members, review and report on all applicants, submit all applications and recommend approval or disapproval to the Board. F) Community Events and Fund raising Committee â€“ shall plan and organize fund raising activates and keep the membership informed as to the community events scheduled during that term. G) Budget and Finance Committee â€“ shall prepare and present at the first regular Board Meeting of the new fiscal year, in conjunction with the Treasurer, a proposed budget for the ensuing year of estimated income and expenditures and submit it to the Board of Directors. The budget shall be voted upon at the Board Meeting and shall serve as the appropriation measure for the Chamber. No committee may exceed its appropriation without prior consent of the Board. The committee shall be responsible for determining the ways and means by which budget requirements are met. H) Seasonal Decorations Committee â€“ shall plan seasonal decorations for enhancement of the business district throughout the Amityville community and its environs. I) Nominating Committee â€“ See Article VI. J) Election Committee â€“ See Article VI. K) Such other committees as the President shall find necessary from time to time.
ARTICLE VIII. Finances
Section 1. Funds
All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account.
Section 2. Disbursements
Upon approval of the Budget, the President and Treasurer are authorized to make disbursements on account and expenses provided for in the budget without additional approval of the Board of Directors, in accordance with Article V. Disbursement shall be by check.
Section 3. Fiscal Year
The Chamber’s fiscal year shall end the 30th day of June.
Section 4. Annual Audit
The accounts of the Chamber shall be audited annually as to the close of business on the last day of the fiscal year by the accountant. The audit shall at all times be available to members of the organization within the offices of the Chamber.
ARTICLE IX. Parliamentary Procedure
Section 1. Authority
The current edition of Robert’s Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the By-Laws of the Chamber.
Section 2. No Proxies
No proxies shall be allowed on any matter requiring a vote, and unless specifically otherwise stated herein, those present and voting shall determine the outcome.
Section 3. Seal
The Chamber may use the seal of such design as may be adopted by the Board of Directors.
Section 4. Order of Business
1. Attendance and determination of a quorum. 2. Introduction of current members and presentation of new members. 3. Minutes of prior meetings and communications 4. Finance report (see Article V and VIII). 5. President’s report. 6. Unfinished business, including committee reports. 7. New business, including committee reports. 8. Program. 9. Adjournment.
ARTICLE X. Dissolution
Section 1. Procedure
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these By-Laws, and no part of said funds shall inure, or be distributed, to the members of the Chamber. Upon dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organization(s), to be selected by this Board of Directors as defined in IRS Section 501(c) (3).
ARTICLE XI. Amendments
Section 1. Revisions
These By-Laws may be amended by a two-thirds (2/3rds) majority vote of the officers and directors present in any duly convened Regular or Special Meeting of the Board, upon compliance with the following: A) Proposed amendments must be prepared in writing and submitted to the Board for its review. B) The proposed amendments shall be made available at a duly convened meeting of the Chamber, it must include article number, section number and the proposed changes, additions or deletions. C) The Secretary shall be directed by the President to send written notice of the proposed amendments to each member not less than seven (7) days prior to the next regular meeting, indicating that the proposed amendment shall be voted upon at the next regular meeting of the Board. D) Any amendment shall be effective immediately upon such vote of the Board and shall be incorporated verbatim in the text of the By-Laws.
ARTICLE XII. Enabling Resolution
The proposed By-Laws and any revision thereto shall be made available to the membership at the regular meeting held in the month preceding the Board meeting at the same shall be voted upon.
â€œRevised and ratified by the Board of Directors at a duly constituted meeting held the month of October 1997â€