Chamber By Laws
AMENDED AND RESTATED BY-LAWS OF PINE BUSH AREA CHAMBER OF COMMERCE
(effective December __, 2014)
ARTICLE I – OFFICES
The principal office of the corporation shall be in the Town of Crawford, County of Orange, and State of New York. The corporation may also have offices at such other places within this state as the Board may from time to time determine or the business of the corporation may require.
ARTICLE II – PURPOSES
1. The purposes of Pine Bush Area Chamber of Commerce (the “Chamber”) are:
a. To foster trade and commerce in the general area of Pine Bush, New York, or the interests of those carrying on such trade and commerce.
b. To promote a healthy economic environment for businesses and communities encompassed by the general Pine Bush area.
c. To advocate community support of area businesses, networking to develop a cohesive business community and the promotion of the general Pine Bush area.
d. To advance the civic, commercial, industrial, and agricultural interests of the general Pine Bush area.
e. To promote interaction with businesses and business people outside of the general Pine Bush area to promote Members to businesses and people outside of the general Pine Bush area.
f. To promote cross tourism opportunities to advance the interest of the Chamber and its Members.
g. To promote the general welfare and prosperity of the general Pine Bush area.
h. To reform abuses involving business, professional, or financial interests.
i. To secure freedom from unjust or unlawful exactions.
j. To diffuse accurate and reliable information as to the standing of merchants and other matters.
l. To procure uniformity and certainty in the customs and usages of trade and commerce.
m. To settle and adjust differences between its Members and others and to promote a more enlarged and friendly intercourse among business people.
n. To provide such features as will promote these purposes, and to stimulate public sentiment to these ends.
o. To do any other act or thing incidental to or connected with the above purposes or in their advancement, but not for the pecuniary profit or financial gain of its Members, Directors, or Officers except as permitted under Article 5 of the Not-for-Profit Corporation Law.
p. In addition to the foregoing corporate purposes, the Chamber shall have all of the general powers set forth in Section 202 of the Not-for-Profit Corporation Law, together with the power to solicit and receive grants, bequests and contributions for the corporate purposes.
2. To do any other act or thing incidental to or connected with the above purposes or in their advancement, but not for the pecuniary profit or financial gain of its Members, Directors, or Officers except as permitted under Article 5 of the Not-for-Profit Corporation Law.
3. The Chamber shall be non-partisan and non-sectarian and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election, or appointment of any candidate for any political office, except for providing access and attendance at political events. No substantial part of the activities of the Chamber shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
4. Notwithstanding any other provision of these Bylaws, the Chamber is organized exclusively for one or more of the purposes, as specified in Section 501(c)(6) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent Federal tax laws. The Chamber shall conduct its activities is such a manner as to maintain its Federal tax exempt status. Thus, the Chamber shall not carry on any activity not permitted to be carried on by a corporation exempt from taxation under Section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or a corporation contributions to which are deductible under Section 170(a)(2) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws.
5. No part of the net earnings of the Chamber shall inure to the benefit of any Member, Director, or Officer of the Chamber, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Chamber), and no Member, Director, or Officer of the Chamber or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Chamber.
6. In any taxable year in which the Chamber is a private foundation as defined in Section 509(a) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws (“the Code”):
(a) The Chamber shall distribute its income for said period at such time and manner as not to subject the Chamber to tax under Section 4942 of the Code;
(b) The Chamber shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code;
(c) The Chamber shall not retain any excess business holdings as defined in Section 4943(c) of the Code;
(d) The Chamber shall not make any investments in such manner as to subject the Chamber to tax under Section 4944 of the Code; or
(e) The Chamber shall not make any taxable expenditure as defined in Section 4945(d) of the Code.
7. Nothing contained in these Bylaws shall authorize or empower the Chamber to perform or engage in any act or practice prohibited by Section 340 of the General Business Law or other anti-monopoly statute of the State of New York.
ARTICLE III – MEMBERSHIP
1. QUALIFICATIONS FOR MEMBERSHIP.
A. Regular Membership is available to any business organization (1) which is located in, or regularly conducts business in, the general Pine Bush area and (2) that shares an interest in the objective of the organization.
B. Affiliated Membership is available to any non-profit, religious, or political organization which is located in, or is regularly active in, the greater Pine Bush area. Affiliated Members may vote on matters pertaining to the Chamber.
C. All Members in good standing are entitled to vote on matters pertaining to the Chamber. Each Member shall have one (1) vote regardless of the number of employees employed by, or the amount of dues paid by, such Member.
D. “Members” herein shall refer to Regular Members and Affiliated Members, collectively, unless the context specifies otherwise.
E. All applications for Membership shall be submitted in writing on a form provided for that purpose. Any Director may accept an application and the applicant shall become a conditional Member upon the payment of the regularly scheduled dues then in effect. Upon a majority vote of the Board of Directors present at a scheduled meeting of the Board where a quorum is present, the conditional Member shall become a full Member. A completed Membership form constitutes the applicant’s agreement to the terms of these Bylaws.
F. Any Member may be terminated after notice and an opportunity for a hearing by the Board of Directors at a scheduled meeting, for conduct unbecoming a Member or detrimental to the aims or repute of the Chamber.
2. MEMBERSHIP MEETINGS.
The annual Membership meeting of the Chamber shall be held by those Members in good standing as of the first of August each year (the “Record Date”). The Secretary shall e-mail or mail to every such Regular Member at its last known address as it appears in the Membership registry a notice of such meeting at least fifteen (15) days before the meeting is to be held during the month of August.
A. A Membership roll showing the list of full Members as of the record date, certified by the Secretary of the Chamber, shall be produced at any meeting of Members upon the request therefore of any Member who has given written notice to the Chamber that such request will be made at least ten (10) days prior to such meeting. All Regular Members appearing on such Membership roll shall be entitled to vote at the meeting.
B. Regular meetings of the Chamber shall be held at a place in Pine Bush, Orange County, New York, or at such other places, within or without the state, as the Board may from time to time determine, predetermined in such notice.
C. The presence at any such Membership meeting of not less than one-tenth (1/10) of the total number of votes entitled to be cast shall constitute a quorum and shall be necessary to conduct the business of the Chamber; however, a lesser number may adjourn the meeting for a period of not more than four (4) weeks from the date scheduled by the by-laws and the Secretary shall cause a notice of the re-scheduled date of the meeting to be sent to those Members who were not present at the meeting originally called. A quorum as heretofore set forth shall be required at any adjourned meeting.
D. Voting for the election of Directors shall be done in advance as directed by, and on ballots provided by, the Board of Directors. The results of the elections shall be announced at the annual meeting of Members. Any other business will be voted on at the meeting.
3. SPECIAL MEETINGS.
Special meetings of the Chamber may be called by the Directors. The Secretary shall cause a notice of such meeting to be mailed to all Members at their addresses as they appear in the Membership registry at least ten (10) days but not more than fifty (50) days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
4. FIXING RECORD DATE.
The annual Membership meeting of the Chamber shall be held by those Members in good standing as of the first of August each year (the “Record Date”). For the purpose of determining the Members entitled to notice of or to vote at any other meeting of Members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty (50) nor less than ten (10) days before any such meeting or other action.
5. ACTION BY MEMBERS WITHOUT A MEETING.
Any action required or permitted to be taken by the Members may be taken without a meeting if all Members consent in writing, including without limitation electronic messages, to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Members shall be filed with the minutes of the proceedings of the Members.
Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy.
Every proxy must be signed by the Member or his or her attorney-in-fact. A Member may authorize another person to act as a proxy by electronic mail. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.
7. ORDER OF BUSINESS.
The order of business at all meetings of Members shall be as follows:
1. Roll call
2. Reading of the minutes of the preceding meeting
3. Reports of committees
4. Reports of Officers
5. Old and unfinished business
6. New business
8. MEMBERSHIP DUES.
Membership dues for Regular Members shall be payable in advance at such rates or rates, schedules or formulae, as may be from time to time prescribed by the Board of Directors. Affiliated Members shall pay annual dues at 50% of the rate set for Regular Members.
New Members who join the Chamber after the start of the Chamber’s fiscal year shall have their first year’s dues pro-rated quarterly, without further pro-ration. Examples: A New Member that joins: (1) during the 1st quarter will pay the full rate; (2) during the 2nd quarter will pay 75% of the full rate; (3) during the 3rd quarter will pay 50% of the full rate; (4) during the 4th quarter will pay 25% of the full rate.
Any Member shall be automatically terminated for nonpayment of dues after sixty (60) days from the due date.
9. COMMITTEES OF MEMBERS.
The Board, by resolution, may designate from among the Members any number of committees to assist the Board. Each committee shall have at least one (1) Directors assigned to the committee. Each committee shall serve at the pleasure of the Board.
ARTICLE IV – DIRECTORS
1. MANAGEMENT OF THE CORPORATION.
The Board of Directors shall have full control and management of all the corporate affairs and business of the Chamber and of its funds and property.
The Board of Directors which shall consist of not less than three (3) Directors, but no more than twenty-one (21) Directors, including officers. Each Director shall be at least nineteen (19) years of age, be affiliated with a Member, and qualify as an Independent Director. “Entire Board” means the total number of directors entitled to vote which the Chamber would have if there were no vacancies.
2. ELECTION AND TERM OF DIRECTORS.
At each annual meeting of Members the Membership shall elect Directors, each of whom shall hold office until the expiration of the term for which he or she was elected and until his or her successor has been elected or appointed and shall have qualified, or until his or her prior resignation or removal. The Directors shall be divided into three (3) classes of as nearly equal numbers as possible. The term of office of each class of Directors shall be three (3) years with the expiration dates of the terms of each of the three (3) classes of Directors being the annual meetings of Members in each of three (3) successive years.
3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS.
The number of Directors may be increased or decreased by vote of a majority of the Members or by a vote of a majority of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. A Director elected to fill a vacancy office shall serve the unexpired term of his or her predecessor.
5. REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed for cause by vote of two-thirds of the Members or by action of the majority of the Board.
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Chamber. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.
Failure to attend two (2) consecutive regular meetings, or four (4) total regular meetings during a corporate year, of the Board of Directors by a Director without a reason(s) deemed valid by the President shall be construed as a resignation, and said Director shall be deemed to have resigned. It shall be the responsibility of any Director absent from regular meetings of the Board of Directors to notify the President of their reason for absence from any meeting. The President shall have the power to excuse the absence of a Director from any regular meeting. The President shall notify the Vice President of an absence by the President and the Vice President shall the power to excuse any absence by the President.
7. QUORUM OF DIRECTORS.
A quorum shall be required for the legal and proper conduct of the business of the Board of Directors. A majority of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any business, except when the Directors including officers number more than 10, in which case the quorum shall be 5. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any members of the Board of Directors.
8. ACTION OF THE BOARD.
8.1 Action Defined:
Except as otherwise provided by law or in these By-laws, an “action” or “act” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a sufficient quorum is present.
8.2 Written Consent:
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing, including without limitation electronic mail, to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
8.3 Electronic Communication:
Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or video, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
9. PLACE AND TIME OF BOARD MEETING.
The Board may hold its meetings at the office of the Chamber or at such other places, either within or without the state, as it may from time to time determine.
10. REGULAR ANNUAL MEETING.
A regular annual meeting of the Board shall be held immediately following the annual meeting of Members at the place of such annual meeting of Members.
11. NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.
Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three (3) days’ notice to each Director either personally or by mail or by e-mail; special meetings shall be called by the President or by the Secretary in a like manner on written request of two Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him or her.
At all meetings of the Board the President, or in his or her absence, a chairman chosen by the Board shall preside.
13. Annual Report of DirectorsANNUAL REPORT OF DIRECTORS.
The Board of Directors shall present at the annual meeting of members a report verified by the President and Treasurer or by a majority of Directors, or certified by an independent public accountant or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following:
a. The assets and liabilities, including the Trust Funds, if any, of the Chamber as of the end of the twelve month fiscal period terminating not more than six (6) months prior to said meeting;
b. The principal changes in assets and liabilities, including the Trust Funds, if any, during said fiscal period;
c. The revenue or receipts of the Chamber both unrestricted and restricted to particular purposes, during said fiscal period; and
d. The expenses or disbursements of the Chamber, both general and restricted to particular purposes, during said fiscal period.
e. The number of members of the Chamber as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found.
This report shall be filed with the records of this Chamber and a copy thereof entered in the minutes of the proceedings of the Annual Meeting.
13. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD.
The Board, by resolution adopted by a majority of the Entire Board, may designate from among its members an executive committee and other committees, each consisting of the three (3) or more Directors. Each such committee shall serve at the pleasure of the Board.
If the Chamber is required to file an independent audit report with the Attorney General, the Board or a designated Audit Committee composed of at least three (3) Independent Directors shall annually retain or renew the retention of an independent auditor to conduct an audit and, upon completion thereof, review the results of the audit and any related management letter with the independent auditor, and shall comply with the other requirements for audit committees in the Not-for-Profit Corporation Law.
14. RECOGNITION OF BOARD SERVICE.
The Board, by resolution adopted by a majority of the entire Board, may in its sole discretion recognize the contribution of retiring Directors as follows:
One full year of exemplary service. A certificate of appreciation
Two full years of exemplary service. A framed certificate of appreciation
Three full years of exemplary service. A plaque of appreciation
Seven or more full years of exemplary service. Discretionary. As determined by a majority of the Board.
ARTICLE V – OFFICERS
1. OFFICERS, ELECTION, TERM.
Unless otherwise provided for in the certificate of incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other Officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All Officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of Members. Each Officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified. Officers shall be elected annually by the Board at its annual meeting held following the annual meeting of Members.
2. REMOVAL, RESIGNATION, SALARY.
Any Officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an Officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of President and Secretary. The salaries of all Officers shall be fixed by the Board.
The President shall be the chief executive officer of the Chamber. The President shall preside at all meetings of the Members and of the Board; he or she shall have the general management of the affairs of the Chamber and shall see that all orders and resolutions of the Board are carried into effect.
During the absence or disability of the President, the Vice-President, or if there are more than one, the executive Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the Board shall prescribe.
The Treasurer shall have the care and custody of all the funds and securities of the Chamber, and shall deposit said funds in the name of the Chamber in such bank or trust company as the Directors may elect; he or she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Chamber, when countersigned by the President; he or she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the President; he or she shall at all reasonable times exhibit his or her books and accounts to any Director or Member of the Chamber upon application at the office of the Chamber during ordinary business hours. At the end of each corporate year, he or she shall have an audit of the accounts of the Chamber made by two Directors appointed by the President, and shall present such audit in writing at the annual meeting of the Members, at which time he or she shall also present an annual report setting forth in full the financial condition of the Chamber. In the event that it is not practicable for a Director to bring an expenditure of $200.00 or less to the full Board for approval, the Director may in his or her sole discretion authorize such expenditure of $200.00 or less.
During the absence or disability of the Treasurer, the Assistant-Treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have the powers and functions of the Treasurer. In the absence of no appointed Assistant Treasurer, the President or Vice-President will temporarily fulfill the Treasurer’s responsibilities.
The Secretary shall keep the minutes of the Board of Directors and also the minutes of the Members. The Secretary or Treasurer shall have the custody of the seal of the Chamber and shall affix and attest the same to documents when duly authorized by the Board of Directors. He or she shall attend to the giving and serving of all notices of the Chamber, and shall have charge of such books and papers as the Board of Directors may direct; he or she shall attend to such correspondence as may be assigned to his or her, and perform all the duties incidental to his or her office. He or she shall keep a Membership registry containing the names, alphabetically arranged, of all persons who are paid Members of the Chamber, showing their places of residence and the time when they became paid Members. He or she will also keep a non-paid Members registry of all registry Members. During the temporary absence or disability of the Secretary and the Assistant-Secretary(s), if any, the President shall appoint a member of the Board who shall have all the powers and functions of the Secretary during that temporary absence. The Secretary shall email minutes of all Board meetings to the entire Board prior to the next regularly scheduled Board meeting.
During the absence or disability of the Secretary, the Assistant-Secretary, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Secretary.
9. SURETIES AND BONDS.
In case the Board shall so require, any Officer or agent of the Chamber shall execute to the Chamber a bond in such and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the Chamber and including responsibility for negligence and for the accounting for all property, funds or securities of the Chamber which may come into his or her hands.
ARTICLE VI – SEAL
The seal of the Chamber shall be as follows:
ARTICLE VII – CONSTRUCTION
If there by any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.
ARTICLE VIII – AMENDMENTS
The Certificate of Incorporation and these By-Laws may be amended by a majority vote of the full Board then sitting, provided a copy of the proposed amendments shall have been sent to each member with the notice of the meeting not less than ten (10) days prior to such meeting.
If any by-law regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of Members for the election of Directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
ARTICLE IX: CONFLICT OF INTEREST
The Chamber shall establish a conflict of interest policy applicable to all Board members, officers, and committee members and, when appropriate, managerial employees. The policy shall comply with the guidelines of the Internal Revenue Service regarding conflicts of interest for organizations exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. A copy of such policy, as the same may be amended from time to time, shall be included in the policies of the Chamber and available for inspection by any appropriately interested party on request to the President. Each Board member, officer, committee member and managerial employee shall comply with the said conflict of interest policy. The conflict of interest policy shall include the requirement that all persons subject to the conflict of interest policy shall annually complete and submit a conflict of interest questionnaire.
1.1 Initial Disclosure:
Prior to election to the Board, and thereafter at each Annual Meeting, all Directors shall disclose in writing, to the best of their knowledge, any interest (as defined herein) such a Director may have in any corporation, organization, partnership, or other entity, or individually, which provides professional or other goods or services to the Chamber for a fee or other compensation, and any position or other material relationship such Director may have with any other not-for-profit corporation with which the Chamber has any business relationship (collectively a “conflict of interest”). A copy of each Disclosure Statement shall be available to any Director of the Chamber on request.
1.2 Subsequent Disclosure:
If at any time during his or her term, a Director acquires any interest or otherwise a circumstance arises which may pose a conflict of interest, that interest or other conflict shall be promptly disclosed to the President of the Board.
1.3 Ongoing Obligation of Disclosure:
When any matter for decision or approval comes before the Board, or any Committee of the Board, in which a Director has an interest or other conflict, that interest or other conflict shall be immediately disclosed to the Board or relevant Committee by that Director.