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ARTICLE I NAME Section 1. The name of this organization will be the GREATER OSSINING CHAMBER OF COMMERCE. ARTICLE II OBJECTS Section 1. Purposes: The purposes of the Chamber will be to develop, promote, and protect the commercial, (retail, industrial, professional and civic) interests of the community of Ossining and its surrounding area. Section 2. Limitations: The Chamber shall be non-profit and non-sectarian. ARTICLE III MEMBERSHIP Section 1. Eligibility: Any person, firm, association or corporation interested in the progress and welfare of the community of Ossining and its surrounding area shall be eligible to membership. Section 2. Admission: Admission of members shall be upon payment of annual dues. Section 3. Honorary Membership: The Board of Directors may at any regular meeting (by unanimous vote of those members present) admit to honorary membership in the Chamber any person deemed worthy of such distinction. Such person shall enjoy all privileges of membership, except the right to vote. Honorary members shall be exempt from all fees and dues. Section 4. Voting: Each member in good standing will be entitled to cast one vote at all general membership meetings. There shall be no proxy voting. Section 5. Investment Fee: Annual investment fee for each member shall be determined by the Executive Committee and approved by the Board. The basis of computing fees shall be the size and volume of the members business or profession and the general interest he has at stake in the community. Fees shall be payable annually in advance of the first day of each year. A member who has not paid his/her total fee by April 1st of each year will be considered delinquent, and written notice of his/her status will be given him/her by the Executive Committee. Section 6. Intentionally Omitted. Section 7. Resignation: Non-payment of dues by June 1st. Section 8. Meetings: The Board of Directors will provide for an annual membership meeting of the Chamber in December of each year and for other membership meetings as necessary or desirable. It is the duty of the Board of Directors to call a membership meeting upon petition signed by not less than ten percent of the members. At all meetings, five percent of the members in good standing will constitute a quorum. Notice of any membership meeting should be mailed to each member at least five days in advance of such meeting. The notice must state the purpose of the meeting. ARTICLE IV BOARD OF DIRECTORS Section 1. Government: The government of the Chamber will be vested in a board of fourteen (14) and up to twenty-one (21) directors who will manage the affairs of the Chamber, protect its interests, guide its committees, and transact any and all business to carry out the purpose of the organization in conformity with the provisions of these by-laws. Section 2. Election: Directors shall be elected at the annual membership meeting, one third of whom shall be elected annually for a term of three years. Nominations will be made prior to election by means of a nominating committee appointed by the president. The nominating committee will consist of all past Presidents and the sitting President. The nominating committee will elect as nominees a sufficient number of names of members to equal or exceed the number of directors to be elected and their names will be placed on the official ballot. The official ballot will include nominations for vacant board seats and will be mailed to the entire membership at least five (5) days prior to the annual election. Any fifteen (15) members of the Chamber may nominate one or more directors by submitting the name or names over their signatures to the Executive Director or Secretary not later than ten (10) days previous to the election. Members will vote in person by ballot at the election meeting. The nominees who receive the highest number of votes will be declared elected. Section 3. Vacancies: Any Vacancies in the Board of Directors will be filled by a vote of the Board of Directors. Section 4. Meetings: The Board of Directors will meet at regular periods as specified by the Board. A special meeting of the Board of Directors may be called at any time by the president or by three (3) directors, provided at least 24 hours notice is given. Seven (7) directors shall constitute a quorum at any meeting. Section 5. Resignation: Absence from 50% of the regularly scheduled Board meetings during a calendar year will constitute an automatic resignation. Absence from three (3) consecutive meetings may be deemed an automatic resignation, subject to review by the Nominating Committee at its annual meeting. The resignaion will be recorded in the Board of Directors' meeting minutes. ARTICLE V OFFICERS Section 1. Election: The officers will consist of a President, a First Vice President, a Second Vice President, a Treasurer and a Secretary. Nominations for officers will be made by the nominating committee and placed on a ballot to be mailed to all Board of Directors. An election for officers may be held in conjunction with the annual membership meeting or as close to the end of a calendar year as possible. Only members of the Board of Directors may vote for officers. Section 2. Terms of Office: A Calendar year constitutes one term for an officer. No officer will serve in the same office for more than two (2) consecutive terms. Section 3. President: The President will preside at all meetings of the Chamber and Board of Directors. The President will perform all duties incident to the office. The President will be an ex-officio voting member of all committees. At the annual meeting of the Chamber and at such other times as he/she may deem proper, the President will discuss with the membership and Board of Directors such matters and suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber. Section 4. Vice Presidents: The Vice Presidents will discharge such duties as may be assigned to them by the President or Board of Directors. In the absence of the President, or in case of his/her inability to act, the First Vice President will act in his/her stead. The Second Vice President will be next in line. Section 5. Secretary: The Secretary (with the assistance of the administrative staff) shall keep the minutes of all proceedings of the directors and the executive committee. The secretary will attend to the giving and serving of all notices to the members and directors or other notices required by law or by these by-laws. The Secretary will affix the seal of the Chamber to contracts and other instruments in writing requiring a seal, when duly signed. And the Secretary will perform all other duties incident to the office secretary. Section 6. Treasurer: The Treasurer will receive and disburse (with the assistance of the administrative staff) the funds of the Chamber. At all board of Directors meetings he/she will report on the finances of the Chamber. Section 7. Any vacancies in the officers will be filled by the Board for the unexpired term. ARTICLE VI COMMITTEES Section 1. Executive Committee: There will be an Executive Committee of seven (7) members, consisting of the President, immediate past President, two Vice Presidents, Treasurer, Secretary and one (1) other member of the Board of Directors who will be appointed by the President. Between meetings of the Board, the executive committee will have charge of the routine business of the Chamber and may refer matters brought before it to the board or to a proper standing committee. Four (4) members shall constitute a quorum. The executive committee will hold meetings on the call of the President, upon such notice as seems feasible. A record will be kept of all proceedings of the executive committee and it will be reported to the Board of Directors at its regular meeting. Section 2. Standing Committees: The general work and activities of the Chamber will be carried out by its committees. The standing committees of the Chamber are: Economic Development, Policy & Positions, Tax/Budget, and Community Events. The president will appoint such other standing committees and special committees as may be deemed necessary for the conduct of the affairs of the Chamber, subject to the approval of the Board of Directors. Section 3. Duties: It will be the function of committees to investigate, conduct hearings, make recommendations to the Board of Directors, and carry on such activities as may be delegated to them by the Board of Directors. Section 4. Membership: Each member of the Chamber may affiliate with one or more standing committees. Section 5. Limitations: No committee, or any member thereof, will contract any debt on its behalf which will in any manner (or to any extent) render the Chamber liable for the payment of any sum, unless approved by the Board of Directors. No action or resolution of any committee will be binding on the Chamber unless approved by the Board of Directors. ARTICLE VII ADMINISTRATIVE STAFF Section 1. Based upon accepted principles of sound business practice, the Board of Directors may hire an administrative staff to assist them in their work. ARTICLE VIII REFERENDA Section 1. Upon the request in writing of twenty-five (25) general members in good standing, the Board of Directors will, or upon its own initiative, submit a question by mail to the membership for a referendum vote. The ballot for that vote will be accompanied by briefs stating both sides of the question. When so stated in the written request, action taken by the membership shall be final and shall bind the Board of Directors. A referendum submitted to the membership must be returned within five (5) days from the date of mailing in order to be included in the tabulation of votes. ARTICLE IX DISBURSEMENTS Section 1. No Disbursement of the funds of the Chamber will be made unless they have been approved, authorized and ordered by the Board of Directors or the Executive Committee. Routine office and operating expenditures within the annual budget allocations will be considered approved and authorized upon approval of the budget by the Board of Directors. All disbursements shall be made by check. Checks shall be signed by two (2) parties duly authorized by the Executive Committee; at least one authorized signature on each check shall be that of an officer. ARTICLE X BUDGET Section 1. The Executive Committee will compile a budget of estimated expenses and income and submit it to the Board of Directors at their January meeting. As passed by the Board, with or without modification, this budget will be the appropriation measure for the next ensuing year of the Chamber. ARTICLE XI FISCAL YEAR Section 1. The fiscal year will end the 31st day of December. ARTICLE XII - PARLIMENTARY PROCEDURES Section 1. The proceedings of the Chamber meetings will be governed by and conducted according to the latest edition of Roberts Manual of Parliamentary rules. ARTICLE XIII AMENDMENTS These By-Laws may be ammended or altered by a two-thirds vote of those present at any regular or special membership meeting of the Chamber of Commerce, provided notice of the proposed change will have been mailed to each member not less than ten (10) days prior to such meetings. ARTICLE XIV DISSOLUTION Section 1. In the event of dissolution of the Organization, any funds remaining will be distributed in accordance with the laws of New York State and the provision of the Internal Revenue Service regulations applicable to non-profit organizations. ADOPTED: May 11, 1959 AMENDED: April 15, 1974 AMENDED: October 8, 1979 AMENDED: April 12, 1982 AMENDED: September 19, 1988 AMENDED: June 11, 1990 AMENDED: February 14, 1994 AMENDED: June 17, 1996 AMENDED: December 9, 1996 |
