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North East MD
Chamber of Commerce BY-LAWS ARTICLE I NAME AND MISSION STATEMENT This organization shall be known and designated as the North East Chamber of Commerce, Inc. The North East Chamber of Commerce is a legal corporation of North East Area businesses and individuals organized to encourage, foster, and promote business and business enterprises, develop the economic growth of the Greater North East Community and encourage the awareness of the opportunities provided by our members. Our Chamber accomplishes this by providing a forum for the networking of businesses and professionals, and provides a unified voice of the business community so that all members are benefited from increased economic activity and greater input to local government. ARTICLE 2 MEMBERSHIP Section 1: Membership of the organization shall be composed of adult individuals in good standing interested in the commercial, industrial, and civic progress of the Town of North East and the Greater North East Area. However, each membership shall be associated with the individual's particular business establishment and a membership in this organization shall remain with the business establishment upon the establishment's sale or offer. Section 2: Membership shall be initiated by written application to the Board of Directors and shall, be accompanied by payment of dues pro-rated corresponding to the remaining months of the organization's fiscal year. The Board of Directors shall report on new memberships at each regular meeting. Pro-rating of dues applies to new members only; renewal of membership annual dues are to be paid in full regardless of when in the calendar year they are paid. Section 3: Each member in good standing shall be entitled to one vote on any question. ARTICLE 3 FINANCES Section 1: The annual membership dues of the organization shall be established by the Board of Directors for the upcoming fiscal year and submitted to the membership for approval at the annual meeting. Dues shall be payable to the Treasurer on an annual basis and billed in December of each year. Dues shall be payable by the following January 31st. Section 2: If any member of this Chamber shall fail or refuse to pay the annual dues, then within a period of sixty (60) days after the same are due and payable, the member shall then stand suspended and may be terminated by the Board of Directors without regard to any other provision of these By-laws. The Board of Directors may, however, in its discretion, and upon such terms as it may deem proper, subject to the provisions of these By-laws, restore such suspended member to good standing. Section 3: A budget shall be established by the Board of Directors and be submitted to the membership for review at the November regular meeting. The budget must be approved by the membership no later than the January regular meeting. An approved budget may be amended only by a two-thirds majority vote of the Board of Directors. ARTICLE 4 MEETINGS Section 1: The annual meeting of the organization shall be held on the third Thursday of November of each year. All reports of an annual nature are to be presented at this meeting. Section 2: Special meetings may be called by the President, or upon the written request of at least twenty-five percent (25%) of the Directors. Notice of special meetings shall be sent each member by the Secretary giving at least ten (10) days prior notice of said meeting and notify each member of the object of the meeting and the subjects to be considered. Section 3: The regular monthly meetings of the organization shall be held on the third Thursday of each month. Section 4: An attendance of twenty percent (20%)of all members shall constitute a quorum for the transaction of business at any annual, regular or special meeting of this organization. ARTICLE 5 GOVERNMENT - BOARD OF DIRECTORS Section 1: The Government of this organization, the direction of its work, and the control of its property, shall be vested in a Board of Directors consisting of thirteen (13) members, namely, the President, Vice President, Secretary, Treasurer, and seven (7) Directors-at-Large who shall be elected as hereafter provided, a representative of the Town of North East and a representative of the Merchants. Section 2: The Board of Directors shall have supervision, control and direction of the affairs of the organization, shall determine its policies within the limits of the By-laws, and shall actively prosecute its objectives. It may adopt such rules and regulations for the conduct of its business that it shall deem advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary. Section3: No disbursements of an amount greater than One Hundred Dollars ($1OO) of this organization's funds shall be made without the approval of a majority of the Board of Directors. All disbursements of funds are to be within the confines of the approved budget. Section 4: The Board of Directors shall meet and organize as soon as possible after the election of its members. It shall further meet monthly at such time as the President may designate. Section 5: Six (6) members shall constitute a quorum of the Board of Directors for the purpose of transacting business. Section 6: The Board of Directors shall cause to be kept a full and complete record of all its proceedings which shall be open to inspection by the members at any time. It shall submit a review of its work of the preceding year at each annual meeting. Section 7: The Board of Directors shall be the final judge of the qualification of all applicants for membership in the organization and no applicant shall be admitted to membership except by a two-thirds vote of the full membership of the Board. ARTICLE 6 NOMINATION AND ELECTION OF OFFICER AND DIRECTORS Section 1: At the last regular meeting of the organization prior to the annual meeting, the President shall appoint a nominating committee consisting of seven (7) members. Section 2- It shall be the duty of the said Nominating Committee, so selected, to nominate for election at the annual meeting persons for the office of President, Vice President, Secretary, Treasurer, and seven (7) Directors-at-Large. Other nominations may be accepted for the floor, and when all nominations have been made, election shall be: 1) by voice vote if no nominations have been offered from the floor, or 2) by secret ballot if nominations have been offered from the floor for one or more office. The Officers and Directors-at-Large shall be elected for one year terms. Section 3: Installation of the Officers and Directors elected in accordance with the preceding section shall be at the December meeting of the organization so that they may begin their term of office on January 1st. Section 4: Regular attendance at both Board of Directors and regular organization meetings is considered an obligation of those elected to these offices. Any Officer or Director-at-Large who is absent without prior notification for a) two (2) consecutive Board of Directors meetings, b) three (3) consecutive meetings, both Board and regular, c) three (3) out of twelve (12) meetings, both Board and regular, shall receive a written warning from the President, or from the Vice President in the case of the President being the offending party, stating that any further absences shall constitute an automatic relinquishment of the office held. The Board may in its discretion, and upon such terms as it deems proper, restore such person to their office. Section 5: Vacancies on the Board of Directors shall be filled through a nomination by the Nominating Committee to the Board of Directors. A majority vote of the Board will be required to accept the nominee, who upon election shall begin serving immediately. ARTICLE 7 OFFICERS Section 1: President - The President shall preside at all meetings of this organization and its Board of Directors. The President shall perform all duties incident to the office and advise such action as may be deemed as likely to increase the usefulness of the organization. The President or Vice President shall co-sign all disbursements of the organization. Section 2: Vice President - The Vice President shall act in the absence of the President, and perform such duties as designated by the President. Section 3: Secretary -The Secretary shall have the duty of preserving and keeping a complete and accurate record of all proceedings of the organization and its Board of Directors; conduct official correspondence, keep possession of all records and archives, attend to the proper publication of all reports, attest documents, and perform such other duties as are usual for such an Officer of which are required by the President or the Board of Directors. Section 4: Treasurer - The Treasurer shall receive all money paid to the organization and disburse moneys upon written orders as authorized by the Board of Directors, co-signing all such disbursements with the President or Vice President shall keep careful account of all transactions of the office of Treasurer, make a full report of the financial status of the organization, chair the Finance committee, prepare the proposed annual budget, administer the approved budget, review budget amendments and make recommendations regarding same to the Board of Directors, and perform such other duties as the Board of Directors may delegate. ARTICLE 8 COMMITTEES Section 1: The President shall establish all committees, each of which shall consist of not less than three (3) nor more than ten (10) members. The President of the organization shall be an ex officio member of all committees. Section 2: Standing Committees Section 2.a.: Membership Committee - A Membership Committee shall be appointed by the President each year with the responsibility of, as a minimum, soliciting new members for the organization and the retention of current members. Section 2.b.: Finance Committee - A Finance Committee shall be appointed by the President each year, to be chaired by the Treasurer, with the responsibilities including, but not limited to, assisting the Treasurer in the preparation of the proposed budget. ARTICLE 9 MEETING PROCEDURE The organization shall conduct its meetings under the procedures outlined by Robert's Rules of Order (revised). ARTICLE 10 AMENDMENTS These By-laws may be altered, amended, repealed, or added to by an affirmative vote of two-thirds of the members present at any annual or regular meeting or at a special meeting called for that purpose, provided that the proposed amendment shall be submitted in writing at any regular meeting and thirty (30) days written notice is given to each member prior to the regular or special meeting at which said amendment is to be acted upon, and which shall set out completely the proposed amendment. |
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