By-Laws of The Allegany County Chamber of Commerce
ARTICLE I General
Section 1. NAME. The name of this corporation is “THE ALLEGANY COUNTY CHAMBER OF COMMERCE, INCORPORATED,” hereafter referred to as the “Chamber”. This organization is incorporated under the laws of the State of Maryland. Section 2. PURPOSE. The purpose of The Allegany County Chamber of Commerce, Inc., shall be to foster the growth, development, and success of area businesses and organizations through on-going programs that educate, encourage and strengthen Chamber members and to represent the members within the business community and the community at large and shall comply with the Articles of Amendment of January 22, 1968, as updated December 6, 2007.
Section 3. LIMITATION OF METHOD. The Allegany County Chamber of Commerce shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501 (c) (6) of the Internal Revenue Code. The Chamber shall not endorse any political candidate or political party. Proposed referenda, laws, and pertinent issues may be presented.
ARTICLE II Membership
Section 1. ELIGILIBITY. Any person, association, corporation, partnership or estate in sympathy with the purposes of the Chamber shall be eligible for membership. The procedure, with respect to admission to and exercise of the privileges of membership, shall be specified in these By-Laws. Section 2. DUES & FEES. Membership dues and fees shall be established by the Board of Directors from time to time in such amount as will provide an adequate level of available funds to promote the purposes of the Chamber. Membership dues shall be chargeable on an annual basis and may be paid annually, semi-annually or quarterly in advance. Section 3. ADMISSION. Members may be elected at any meeting of the Board of Directors by a majority of those present. Prior to their admission, members must pay their membership dues for at least one-quarter of the year. Section 4. MEMBERSHIP. For each basic membership fee, any association, corporation or partnership may assign one (1) membership, not to exceed five (5) in number and each membership when assigned to an individual of said association, corporation or partnership shall entitle the individual to the full privileges of membership. Associate memberships are available to partners, professional and employees whose firm is a member in good standing and would entitle the individual to limited privileges of membership including voting representatives at the committee level only with a limit of three (3) associate members per firm or organization serving on a committee. A “retired” classification, at the associate member rate, shall be granted the same privileges as the associate member. Section 5. CHANGE OF ASSIGNMENT. Subject to the approval of the Board of Directors, any holder of one or more memberships shall have the right to change any or all of his or her assignments upon thirty days written notice to the Chamber. Section 6. EXPULSION. Any member may be deleted from the active rolls of the Chamber by the Executive Committee for non-payment of dues or by a two-thirds (2/3) vote of the Board of Directors for conduct unbecoming a member after ten (10) days notice and an opportunity for a hearing before the Board of Directors has been given to the member. Section 7. UNPAID MEMBERSHIP DUES & FEES. No member shall be entitled to vote at any meeting unless his dues and fees for the preceding calendar year have been paid.
Section 8. MEMBER RIGHTS. Members have the right to examine all records of the Board of Directors and the Chamber, to attend Board of Directors meetings, and to bring questions and concerns to the Board of Directors. Nothing in this section shall require the creation or distribution of minutes of any properly called meeting in executive session unless directed by the chair or a majority of the executive committee.
ARTICLE III Meetings
Section 1. ANNUAL MEETING. The annual meeting of the members of the Chamber shall be held at such time and place as the Board of Directors may designate in Allegany County, Maryland. The Chairman shall prepare and circulate to the membership a written annual report or shall present an annual report at the annual membership meeting. Minutes shall be taken at each annual meeting and approved by the membership as part of the agenda at the next annual meeting. Section 2. SPECIAL MEETING. Special meetings of the members may be called at any time by the Chairman, or by a majority of the Board of Directors, or by written request of ten percent (10%) of the members in good standing. If the person to whom such request in writing has been delivered fails to issue a call for a meeting within five (5) days after receipt of such request, then ten percent (10%) of the members may do so by giving notice prescribed in Section 3 of this Article. No business other than that stated in the notice of the meeting shall be transacted at any special meeting, however called. Special meetings of the members shall be held in Allegany County, Maryland at such place as the Chairman, the Board of Directors or ten percent (20%) of the members requesting such meeting shall designate. Section 3. NOTICE OF MEETINGS. Ten (10) days written or printed notice of every annual and special meeting of the members shall be given to each member having voting rights at the time the notice is given. Such notices of annual or special meetings, shall also state the business to be transacted thereat. Notices of annual and special meetings shall be given to each member, written and delivered in the most expedient media available, as it may appear upon the records of the corporation. No notice of any meeting, regular or special, need be given to any member who is not entitled to vote thereat. Section 4. QUORUM. At any meeting of the members, twenty (20) of the members having voting rights shall be necessary and sufficient to constitute a quorum for the election of directors or for the transaction of other business; but, in the absence of a quorum, a majority of those present and entitled to vote, may adjourn the meeting from time to time, not exceeding a period of thirty (30) days at any one time, by announcement at the meeting until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted at the meeting originally notified. Section 5. PROXIES. All members must vote in person. Section 6. VOTING. At every meeting of the members, every member shall be entitled to one vote providing his dues and fees have been paid for the preceding calendar year. Section 7. TELLERS. Three tellers shall be appointed by the Chairman to take charge of the ballots and decide all questions as to the qualifications of voters, the validity and the acceptance or rejection of votes. Section 8. LIST OF MEMBERS. Prior to each meeting of the members, the staff shall prepare a full, true and complete list in alphabetical order by company of all members entitled to a vote at such meeting. Section 9. SUGGESTED ORDER OF BUSINESS. The suggested order of business at annual meetings shall be as follows: 1. Organization 2. Proof of notice of meeting 3. Submission of an alphabetical list by company of members entitled to vote thereat. 4. Approval of minutes of preceding membership meeting. 5. Election of Directors 6. Reports 7. Unfinished business 8. New business 9. Adjournment
ARTICLE IV Board of Directors
Section 1. COMPOSITION OF THE BOARD. The Board of Directors shall be composed of eighteen (18) members, one third (1/3) of whom shall be elected annually to serve for three (3) years or until their successors are elected and have qualified. The Immediate Past Chairman shall also be a voting member of the Board of Directors. Section 2. NOMINATIONS. Nominations shall be made prior to October 1 of each year in the following manner: A. Nominating Committee. At the regular August Board Meeting, the Chairman shall appoint, subject to approval by the Board of Directors, a Nominating Committee of at three (3) members of the Chamber and the Chairman or Chairman’s designee. The Chairman shall designate the head of the Committee. Prior to October 1, the Nominating Committee shall present to the Chairman a slate of at least six (6) candidates to serve three-year terms, to replace the 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 a directorship. No board member who has served two (2) full consecutive three-year terms, is eligible for election for a third term. A period of one (1) year must elapse before eligibility is restored. B. Publicity of Nominations. Upon receipt of the report of the Nominating Committee, the Chairman shall immediately notify the membership, written and delivered in the most expedient media available, of the names of persons nominated as candidates for directors and the right of petition. C. Nominations by Petition. Additional names of candidates for directors can be nominated by petition bearing the genuine signature of at least five (5) qualified members of the Chamber. Such petition shall be filed with the Nominating Committee at least one week prior to elections after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final. Section 3. SEATING OF NEW DIRECTORS. All newly elected Board Members shall be seated at the regular December Board Meeting and shall be participating members thereafter. Retiring Directors shall continue to serve until the end of the Program year. Section 4. QUORUM. Eight members of the Board of Directors shall constitute a quorum for the transaction of business at every regular or special meeting of the Board.
Section 5. VACANCIES. A director may resign by written notice to the Chairman setting forth an effective date of resignation. A written resignation shall remain revocable until accepted by a majority vote of the Board at its next meeting following receipt of the resignation by the Chairman. Vacancies of a resigned director shall be appointed by the Chairman with approval of a majority of the Board at the earliest possible meeting following acceptance of the resignation. The individual so selected shall serve for the remainder of the unexpired term of the director succeeded.
Section 6. REMOVAL AND SUCCESSION. A director may be removed at any meeting of the Board called for the purpose by the vote of two-thirds (2/3) of the members present and another may be appointed in the place of the person so removed to serve for the remainder of his or her term. Said director shall receive written notification from the Board outlining the conduct at least fifteen (15) days before such meeting and must have an opportunity at the meeting to present his or her explanation. If a Board Member misses three (3) consecutive meetings or more than thirty-five percent (35%) of the meetings during any one year, the member shall be removed and a new member will be appointed to serve the completion of his or her term, unless circumstances causing such absences are sufficient to void such action. A vacancy so created shall be filled by the Board of Directors by a majority vote at the earliest possible meeting following removal. Section 7. MANAGEMENT. The Board of Directors shall employ an Executive Director pursuant to the employment policy of the Chamber and shall fix the salary and other considerations of employment. Section 8. INDEMNIFICATION. The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its Directors or former 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 Directors of the Chamber, except in relation to matters as to which such director shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. Section 9. REGULAR MEETINGS. Meetings of the Board of Directors shall be held monthly at such time and place as may be determined from time to time by the Board, but may be changed for reasons approved by the Chairman. Regular meetings may be suspended by a majority vote of the Board of Directors. Section 10. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman or six directors, provided that when so called otherwise than by the Chairman, each director shall be notified in advance of the purpose of the meeting. Section 11. NOTICE OF MEETINGS. Notice of the place, day and hour of every regular and special meeting shall be given to each director, either- 1. By written notice not later than two (2) days before the day set for the meeting and according to the records of the Chamber; or 2. By telephone at least three hours before the time and place set for the meeting. Section 12. ORDER OF BUSINESS. The suggested order of business for regular meetings of the Board of Directors shall be as follows: 1. Approval or correction of any unapproved minutes 2. Review of quarterly financial statement 3. Report of officers, boards and special and standing committees 4. Unfinished business 5. New business 6. Adjournment Section 13: BOARD AUTHORITY. The Board of Directors, elected by the membership, shall govern the Chamber, determine and have authority to implement its policies and procedures, and assume responsibility for its finances and property.
ARTICLE V Officers
Section 1. DETERMINATION OF OFFICERS. The Board of Directors (new and retiring Directors) at its regular December meeting shall elect officers from and by its members for the coming year. The Nominating Committee for Directors shall also recommend officers each year. At this meeting, the Board shall elect the Chairman, First Vice Chairman, Second Vice Chairman, and as many Vice Chairmen as is deemed necessary to conduct the activities of the Chamber, and the Treasurer. Officers will be elected from members of the Board, except the Treasurer which need not be a board member. All officers shall serve for a term of one (1) year or until their successors assume the duties of the office, and they shall be voting members of the Board of Directors (except the Treasurer which may or may not be a member of the Board of Directors.) Section 2. DUTIES OF OFFICERS. A. CHAIRMAN. The Chairman shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors, and Executive Committee. The Chairman will also serve as Chairman of the Board of Directors, Chairman of the Executive Committee and Chairman of the general membership meeting. The Chairman shall, with the advice and counsel of the Executive Director assign Vice Chairmen to divisional or departmental responsibility, subject to the Board of Directors’ approval. The Chairman shall, with advice and counsel of the Vice Chairmen and the Executive Director, determine all committees, select all committee leaders, assist in the selection of committee personnel, subject to approval of the Board of Directors. B. FIRST VICE CHAIRMAN. The First Vice Chairman shall exercise power of authority and perform the duties of the Chairman in the absence or disability of the Chairman. C. SECOND VICE CHAIRMAN. The duties of the Second Vice Chairman shall be such as his title by general usage would indicate, and such as required by law, as well as those that may be assigned by the Chairman and Board of Directors.
D. IMMEDIATE PAST CHAIRMAN. The duties of the Immediate Past Chairman shall be those that may be assigned by the Chairman of the Board of Directors.
E. TREASURER. The Chair of the Finance Committee shall be the Treasurer. The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Directors. Checks are to be signed by the Treasurer and Chairman, or in the absence of both, by any two (2) officers. The Treasurer shall present a quarterly financial report to the Board.
Section 3. VACANCIES. An officer may resign his or her position by written notice to the Chairman setting forth an effective date of such resignation. A written resignation shall remain revocable until accepted by majority vote of the Board of Directors at its next meeting following receipt of the resignation by the Chairman. Upon acceptance of the resignation, the Board shall, at the same meeting, elect to move each officer up in succession or elect a replacement for the resigning officer.
Section 4. EXECUTIVE COMMITTEE. The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board for its actions. It shall be composed of the Chairman, First Vice Chairman, Second Vice Chairman, Past Chairman and Executive Director. The Executive Committee shall cause minutes of each meeting to be taken, and except for minutes of executive sessions, be available for review to all members of the Board of Directors. Section 5. INDEMNIFICATION. The Chamber may, by resolution to the Board of Directors provide indemnification by the Chamber of any and all of its officers or former officials as spelled out in Article IV, Section 8.
ARTICLE VI Chamber Staff
Section 1. EXECUTIVE DIRECTOR. The Board of Directors may employ an Executive Director whose salary, job description, and conditions of employment shall be determined by the Board of Directors. The Executive Director shall be responsible for the day-to-day administration of the Chamber’s regular business affairs, as directed by the Chairman, shall serve as advisor to the Chairman and Board of Directors, and shall assume such activities as directed or requested by the Board of Directors. He or she shall be a non-voting member of the Board of Directors, a non-voting, ex-officio member of all committees and task forces, and shall perform other duties as determined by the Board of Directors. An annual review of the Executive Director’s performance shall be conducted by the Board of Directors.
The Executive Director shall serve as advisor to the Program of Work Committee on program planning, and shall assemble information and data and cause to be prepared special reports as directed by the Chairman.
The Executive Director shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors. The Executive Director shall also be responsible for all expenditures with approved budget allocation.
Section 2. OTHER EMPLOYEES. The Board of Directors shall authorize the employ of other Chamber staff as it shall deem necessary and useful to carry out the purposes of the Chamber.
ARTICLE VII Committees
Section 1. APPOINTMENT AND AUTHORITY. The Chairman, by and with approval of the Board of Directors, shall appoint all committees and committee leaders. The Chairman may appoint such ad-hoc committees and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the Chairman and shall serve concurrent with the term of the appointing Chairman, unless a different term is approved by the Board of Directors. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board. Section 2. LIMITATION OF AUTHORITY. No action by any member, committee, 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. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees. Section 3. TESTIMONY. Once committee action has been approved by the Board of Directors it shall be incumbent upon the committee leaders or, in their absence, whom they designate as being familiar enough with the issue to give testimony to, or make presentations before civic and governmental agencies.
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 such other accounts as deemed necessary by the Board of Directors. Section 2. DISBURSEMENTS. Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be by check. The spending limit shall be determined by the Board of Directors. Section 3. FISCAL YEAR. The fiscal year of the Chamber shall close on December 31. Section 4. BUDGET. Prior to the November Board meeting, the Executive Committee (or Budget Committee, if preferred) shall adopt the budget for the coming year and submit it to the Board of Directors for approval. Section 5. ANNUAL REVIEW. The accounts of the Chamber of Commerce shall be reviewed annually as of the close of business on December 31 by an internal financial committee. The review shall at all times be available to members of the organization within the offices of the Chamber. Section 6. BONDING. The Executive Director and such other officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber. ARTICLE IX Miscellaneous Provisions Section 1. COMMITTEE QUORUM. A majority of members of all committees appointed by the Board of Directors shall constitute a quorum. Section 2. QUESTION OF PARLIAMENTARY PROCEDURE. All questions of parliamentary procedure at meetings shall be settled according to Robert’s Rules of Order.
ARTICLE X Seal
Section 1. The seal of the corporation shall have inscribed in the outer circle “The Allegany County Chamber of Commerce, Inc.” and on the inner circle “inc. 1906 of Allegany County”.
ARTICLE XI Referendum
Section 1. Upon the request in writing of ten percent (10%) of the members in good standing, the Board of Directors will, or upon its own initiative, may submit a question to the members for a mail referendum vote. The ballot of each vote shall be accompanied by briefs stating both sides of the questions.
ARTICLE XII Amendments
Section 1. The By-Laws of the Chamber may be amended by a two-thirds vote of the members in good standing in attendance at any regular or special meeting called for that purpose, provided that at least ten (10) days written notice is given to all the members announcing the proposed change(s).
ARTICLE XIII Dissolution
Section 1. 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 one or more members of the Chamber. 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.