Chamber By Laws

NEW PALESTINE AREA CHAMBER OF COMMERCE

 BY-LAWS OF THE CHAMBER

BOARD OF DIRECTORS

 ARTICLE I – Name

 Section 1.  The name of this organization shall be the New Palestine Area Chamber of Commerce.

ARTICLE II – Object

 Section 1.  The New Palestine Area Chamber of Commerce is organized to promote, encourage and advocate growth and innovation in businesses to support the local community.

ARTICLE III – Limitation of Methods

Section 1.  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 office in city, county, state, or nation; nor shall any meetings of a political nature whatsoever be held within the premises occupied by or under the control of the Chamber.  The Chamber will not help influence any business to act in a certain manner nor support their efforts to influence local officials or laws.

ARTICLE IV – Membership

Section 1.  Any reputable person, association, corporation, partnership or estate may apply for membership in the New Palestine Area Chamber of Commerce.

Section 2.  Applications for membership shall be made in writing to the Board of Directors.  The application shall be regarded as a guarantee on the part of the applicant of their interest in and agreement with the purposes of the Chamber, and of their adherence, if elected, to its bylaws, rules and regulations.

Section 3.  Members shall pay a membership fee at the rate determined by the majority of the Board of Directors.

Section 4.  Any person, firm, association or corporation eligible to membership may have two representatives.  Additional representatives may be added by paying 50% annual dues for each such person.  Each membership will designate only one representative to vote.

Section 5.  Any person, firm, association or corporation involved in multiple businesses may pay for one full membership per each business.   Therefore they will have one vote per membership.

Section 6.  Any owner with one paid membership may use the Chamber promotional advertising for one additional business in which they have a personal financial risk without paying additional membership fees.  There will be no voting privileges for the additional non-member businesses.

Section 7.  Upon the recommendation of the Board of Directors, a member or membership may be revoked for cause(s) by a vote of 2/3 attending Board members or by their proxies.  The membership in question shall be notified via certified, return receipt mail ten days before the meeting of the body in which the vote will take place.  They will be allowed to make an appeal at said meeting in person or by their representative.

ARTICLE V – Meetings

Section 1.  The Board of Directors will provide for holding periodic meetings for members.

Section 2.  At all membership meetings, 10% of membership in good standing constitutes a quorum.

Section 3.  The Board of Directors may call special meetings as deemed necessary.

ARTICLE VI – Voting Rights

Section 1.  Any membership in good standing shall be entitled to cast one vote.

Section 2.  Prior to the meeting proxy ballots will be issued upon request.  All proxy ballots must be returned in person or by USPS mail.

ARTICLE VII – Elections

 Section 1.  The President shall appoint a nominating committee of not less than three members at the September meeting.  The First Vice President shall be a member of the nominating committee.   Their duty shall be to nominate a slate of candidates to be elected as officers.  The committee shall also nominate a slate of three (3) persons to serve on the Board of Directors.

Section 2. The President shall present a slate of candidates at the October business meeting.

Section 3.  Additional nominations may be made from the floor at the October meeting.

Section 4.  A slate of candidates shall be e-mailed/presented to all members of the Chamber ten days prior to the election, which takes place at the November meeting.

Section 5.  Each officer and director elected shall serve a term of one year.

Section 6.  In the event of a vacancy in the office of President or First Vice President, the Vice Presidents shall advance in office, according to their rank.  In the event of any Board vacancy, the Board of Directors may fill a vacancy according to the rules of elections.

ARTICLE VIII – Board of Directors

Section 1.  The Board of Directors shall consist of President, First Vice President, Second Vice President, Treasurer, Secretary, the immediate past president, and four elected members to the Board of Directors.  All directors must be in good standing.

Section 2.  The government of the Chamber, the direction of its work, and the control of its property shall be vested in a Board of Directors.  They shall conduct the business activity of the Chamber.   They shall submit in writing at the November meeting a full report of the work and the finances of the organization.

Section 3.  The Board of Directors shall meet at regular periods.  The time will be fixed by the Board.  Absence from three consecutive regular meetings, without an excuse deemed valid and so recorded by the Board of Directors, shall be construed as a resignation from said office.

Section 4.  A majority of the Board of Directors shall constitute a quorum at any Board meeting.

Section 5.  In the absence or disability of the President, the meeting shall be headed by next in line of the Board of Directors – First Vice President, Second Vice President, Secretary, Treasurer, then immediate past President.

ARTICLE IX – Officers’ Duties

Section 1. President

  • Preside at all meetings
  • Appoint all committee chairs
  • Chair the nominating committee
  • Be ex-officio member of all committees
  • Directly supervise Office Coordinator

Section 2.  First Vice President

  • Act in the absence of the President
  • Chair the membership committee
  • Chair the budget committee
  • Coordinate delivery of plaques and engraved plates to new and current members
  • Coordinate welcome packets with membership forms and chamber book ad forms
  • Work with Committee and Chairpersons for special events as needed
  • Act as liaison between Board of Directors and Ambassadors

Section 3.  Second Vice President

  • Obtain speakers for regular meetings
  • Work with Committee and Chairpersons for special events as needed

Section 4.  Secretary

  • Conduct official correspondence
  • Preserve all books, documents and communication, and maintain accurate record of the proceedings of the Chamber, the Board of Directors and all committees for the year.
  • Send out typed minutes from meetings no more than 48 hours after meeting
  • Work with Committee and Chairpersons for special events as needed

Section 5.  Treasurer

  • Receive and disburse the funds of the chamber
  • Keep all monies of the Chamber deposited in its name
  • Maintain the accounting books accurately and keep them up to date
  • Coordinate all financials with Office Coordinator for a monthly report due at each Board meeting
  • Submit a financial statement and turn the books over for review at the end of each year
  • Responsible for compiling all financial statements and for filing tax forms and corporation papers to tax preparer by May 1st

Section 6. Representatives (4)

  • Chair at least one special event
  • Work with Committees and Chairpersons for special events as needed

Section 7.  Advisor

  • Advise President and Board of Directors
  • Work with Committee and Chairperson for special events as needed

Section 8.  At the end of each term, all officers shall deliver to the Board of Directors all books, papers, and property of the Chamber.

Section 9.  Impeachment of officers for just cause or failure to execute their duties can be processed by the Board of Directors and validated by 2/3 of the chamber membership voting.

ARTICLE X – Office Coordinator

Section 1.  Office Coordinator

  • Maintain complete and accurate membership list
  • Coordinate Chamber Website
  • Manage financials in conjunction with Treasurer
  • Maintain all measurable data, past and present
  • Provide activity report to President/Board upon request at monthly meetings
  • Assist with maintenance of Chamber social media pages…ex: Facebook, Linked-In…etc.
  • Send out general and Board meeting reminders
  • Process mailings for special events
  • Work with Committee and Chairpersons for special events as needed
  • Office Coordinator salary and terms of employment shall be established by the Board

 ARTICLE XI – Committees

Section 1.  The Board of Directors shall authorize and define the powers and duties of all committees.

Section 2.  The President shall appoint all committees subject to confirmation by the Board of Directors.

Section 3.  A written report of committee accomplishments will be filed with the Secretary at the conclusion of each committee assignment and/or yearly by the committee chair.

Section 4.  The following committees are established until such authority is revoked by the Board of Directors:

  • Nominating committee
  • Budget committee
  • Ambassadors
  • Summer Celebration committee
  • Dragon Dash committee
  • Citizen of the Year committee
  • Golf Outing committee
  • Christmas Walk committee

Section 5.  All committees shall be reviewed annually by the Board of Directors.

ARTICLE XII – Disbursements

Section 1.   All disbursements of the funds of the Chamber shall be approved, authorized, or ordered by the Board of Directors.  Checks shall be signed by the Treasurer, the President, and or Office Coordinator. All Checks are required to have two signatures.

Section 2.  Upon the approval of the budget, the Treasurer or Office Coordinator will be authorized to make disbursements or expenses already stipulated in the budget without an additional approval by the Board of Directors.

Section 3.  Every effort should be made to give Chamber business to Chamber members. All expenditures exceeding $500 must be bid.   Business shall be awarded based upon best value to the Chamber.

ARTICLE XIII – Budget

Section 1.  At the end of every year, the budget committee shall compile a budget of estimated expenses, including a stated amount for each committee, and submit it to the Board of Directors before the October Board meeting.

Section 2.  The Board of Directors will present the budget to the Chamber members during the October meeting, and vote on the budget during the November meeting.

Section 3.  As passed by the Board of Directors and approved by the Chamber members, with or without modification, this budget shall be the appropriation measure of the Chamber.  No committee may exceed its appropriation without the consent of the Board of Directors.

ARTICLE XIV – Fiscal Year

Section 1.  The fiscal year shall begin the 1st day of January and end the 31st day of December.

ARTICLE XV – Parliamentary Procedure

Section 1.  The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts’ Manual of Parliamentary Rules.

 ARTICLE XVI – Amendments

Section 1.  These Bylaws may be amended or altered by a two-thirds vote of those present or represented by proxy at any regular or special meeting of the Chamber of Commerce Board of Directors.  Notice of the proposed change shall have been communicated to each member not less than ten days prior to such meetings.

Section 2.  Bylaws shall be reviewed annually by a committee.

ARTICLE XVII – Bylaw Interpretation

Section 1.  The Board of Directors shall have absolute and final power to interpret the Bylaws.