HILTON/PARMA/HAMLIN CHAMBER OF COMMERCE
Revised January 2012
NAME AND PURPOSE
Section 1 The name of this organization shall be the Hilton/Parma/Hamlin Chamber of Commerce.
Section 2 The purposes of the Chamber shall be to promote commercial, professional, industrial, civic and other general interests of the Village of Hilton, Town of Parma, Town of Hamlin, County of Monroe, New York State and to encourage and stimulate active participation of the members of the Chamber and people and groups within the growth of the Village of Hilton/Town of Parma/Town of Hamlin, and to provide ideas and develop programs for the growth and betterment of the Village of Hilton/Town of Parma/Town of Hamlin and the immediately adjacent towns thereto within Monroe County.
Section 3 The Hilton/Parma/Hamlin Chamber of commerce shall be non-partisan and non-sectarian.
MEMBERSHIP AND VOTING
Section 1 Membership shall be open to adult persons, corporations, firms, associations, unincorporated businesses or other groups and organizations who reside or work in or who are engaged in business, commercial, industrial or professional activities in the Village of Hilton/Town of Parma/Town of Hamlin and adjacent areas within Monroe County and who generally subscribe to the purposes of the Chamber.
Section 2 Membership shall be terminated: (1) by resignation in writing, addressed to the Executive Committee: (2) by failure of a member to remain in good standing pursuant to the requirements of these Bylaw’s.
Section 3 In matters that are decided by vote of the membership, each member is entitled to one vote.
Section 4 Any person, group or organization which operates or maintains more that one (1) business or operation may be eligible for one (1) membership for each distinct and different business operation by undertaking to pay the annual dues of each such membership, and may, but need not, designate an individual to represent each such membership. It is the intention of this provision to permit each distinct business interest to be entitled to distinct membership privileges, regardless of the nature of the ownership of the business or operation. However, this provision is not intended to extend distinct membership privileges to separate branches, divisions, office locations, etc., of the same business operation.
Section 1 General membership meetings of the Chamber shall be called by the President, by majority vote of the Board of Directors, or on petition to the Secretary by twenty (20) or more regular members of the Chamber. A meeting called as the result of a petition must be held within two (2) weeks after the petition is presented.
Section 2 The Annual Meeting of the Chamber shall be held during the month of January at a time and place within the Village of Hilton/Town of Parma/Town of Hamlin to be determined by the Board of Directors.
Section 3 Ten percent (10%) of the regular members of the Chamber in good standing at the time of the meeting shall constitute a quorum for the transactions of business at any meeting of the membership.
Section 4 Notice of Chamber membership meetings shall be announced to each regular member by electronic notification of the meeting, except that the Board of Directors may by resolution adopt a regular periodic meeting date and time each month and may so advise the membership thereby dispensing with the notice requirement except with respect to the Annual Meeting or meetings called to consider changes in these Bylaws.
BOARD OF DIRECTORS
Section 1 Chamber affairs shall be administered by a Board of Directors consisting of not less than five (5) or more than eleven (11) regular members in good standing.
Section 2 An initial Board of Directors shall be elected at the meeting at which these bylaws are adopted. One-third (1/3) of the initial Board of Directors, as designated by the Board of Directors, shall serve until the annual meeting next following the initial election at which time these positions shall be subject to re-election; one-third (1/3) of the initial Board of Directors designated by the Board of Directors, shall serve until the annual meeting next following this initial election at which time these positions shall be subject to re-election. Subsequent to the initial election, membership on the Board of Directors shall be filled by an election of the regular membership at the Annual Meeting of the Chamber, to serve a term of three (3) years, pursuant to the provisions of Article V, Section 1 hereafter. Terms of office shall continue to be staggered such that 1/3 of the members of the Board of Directors shall have their terms expire each year.
Section 3 Upon their election, the Directors, pursuant to the provisions of Article VI, Section 1 hereafter, shall meet to elect officers from the regular membership of the Chamber who shall be members of the Board of Directors during their term of office if they are not already on the Board prior to election as an officer.
Section 4 A majority of the Board of Directors shall constitute a quorum at any meeting.
Section 5 The Directors shall have power to fill all vacancies on the Board until the normal expiration of the term of that directorship. Absence from three (3) meetings, within a calendar year, without excuse deemed valid and so recorded by the Board of Directors, may be construed and treated by the Board as a resignation.
Section 6 The Board of Directors shall meet not less frequently than ten (10) times per year, at such regular time and place as will be determined by them. A special meeting of the Board of Directors may be called at any time by the President on not less than twenty-four (24) hours personal, written, or e-mail notice, or by three Directors with the same notification requirements.
Section 7 The Board of Directors may adopt rules for conducting the business of the Chamber and shall have full power to act on be half of the Chamber in carrying out all valid Chamber purposes.
Section 8 The Immediate Past President of the Chamber shall be a member of the Board of Directors automatically for one (1) year following his/her term of office.
He/she will then be eligible for election to the Board at the Annual Meeting for a regular term.
ELECTION OF DIRECTORS
Section 1 A Nominating Committee of not less than three (3) regular members shall be appointed by the President subject to confirmation by the Board of Directors. The Nominating Committee shall nominate from the regular membership of the Chamber at least as many regular members as there are vacancies on the Board to be filled. At least twenty (20) days prior to the meeting for election of Directors, the Nominating Committee shall cause a written list of the names of nominees to be mailed to each regular member eligible to vote at said meeting. Other nominations than the ones recommended by the Nominating Committee may be added as a write-in vote on the original ballot.
Section 2 Vacancies on the Board of Directors shall be elected at the Annual Meeting to be held during the month of January at the time and place to be determined by the Board of Directors. A number of nominees, corresponding with the number of Directors to be elected, who receive the highest number of votes from the membership, shall be declared elected.
Section 3 The President shall supervise the election process prescribed by the Board of Directors.
Section 1 The Officers of this body shall consist of a President, a Vice-President, a Secretary, a Treasurer, and an Immediate Past President. The terms of office shall be for one year.
Section 2 The President shall preside at all meetings of the Chamber and the Board of Directors, shall submit at the Annual Meeting a full report of the work of the Chamber and, except as otherwise authorize by the Board or the President, shall be the public spokesperson for the Chamber.
Section 3 The Vice President shall assist the President in all of his or her duties and in the absence of the President shall assume the duties of the presiding officer.
Section 4 The Treasurer shall be responsible for supervising the collection and deposit of all dues, receipts and other funds of the Chamber and shall establish and maintain such bank accounts that may be necessary to carry out these duties. The Treasurer shall also perform a continuing audit of all receipts, deposits, disbursements, and monthly financial statements and shall provide a financial report at each regular meeting of the Board of Directors.
Section 5 The Secretary shall be responsible for keeping the Chamber records and seal, the membership role and minute books and resolutions of the Chamber.
Section 6 Candidates for these offices must be active members in good standing.
Section 7 The President, Vice President, and one (1) other member of the Board of Directors as elected by the Board of Directors shall comprise an Executive Committee that may transact necessary business of the Chamber, including the expenditure of funds up to a maximum of three hundred dollars ($300), in the interim between Board meetings, subject to, in all cases, the review of the Board of Directors at its next regular meeting.
Section 1 The powers and duties of all committees shall be determined by the Board of Directors, subject to any limitations contained in these Bylaws. The Board may authorize the President to name the chairperson and membership of any committee.
Section 2 The Audit Committee shall be appointed annually by the Board of Directors in February and shall consist of three regular members of the Board, not including the President or Treasurer, whose purpose shall be to audit and report to the Board and the regular membership its audit of the Chamber’s accounts, assets, liabilities and financial activities for the fiscal year completed in their month of appointment. The Audit Committee may be replaced by an independent auditor upon vote of the Board of Directors.
Section 3 The standing committees of the Chamber shall consist of: membership; program and education; economic development; long range planning; and such others as the Board and /or membership determine to be necessary in carrying out the purposes of the Chamber.
FISCAL AND PROGRAM YEAR
Section 1. The fiscal year shall begin January 1st.
Section 2. The program year, for which officers are elected and committees organized, shall commence February 1st and end the last day in January of the following year.
Section 1 Policies of the Chamber shall be determined by the majority vote of a quorum of the Board of Directors.
Section 1 Each regular member of the Chamber, to be in good standing and to have a vote on any matter to come before the membership, must be current in payment of membership dues. Members’ dues must be remitted to the Chamber within the first (30) days after distribution of dues notices to members. If dues are not paid in full by March 1st, the member may be automatically dropped from the membership rolls without further action or notice and all member benefits will be discontinued.
Section 2 The amount of annual dues shall be determined by the Board of Directors.
Section 3 In the event of dissolution of the Chamber, all of the assets and funds of the Chamber then remaining after payment of outstanding liabilities shall be used and distributed by vote of the regular membership to another not-for-profit organization or to general purpose charitable or civic use in furtherance of the purposes of the Chamber.
Section 4 All new members’ applications must be accompanied by dues payments. The Board is authorized to provide for the proration of annual dues for new members joining the Chamber subsequent to the annual assessment of dues.
CHANGES IN THE BYLAWS: PROXY VOTING
Section 1 These Bylaws may be amended by a two-thirds vote of regular members present at a meeting of the Chamber provided that notice of the proposed change(s) shall have been distributed to the membership not less than twenty (20) days prior to such meeting.
Section 2 There shall be no proxy voting allowed in membership, Board of Directors or Committee meetings.