Bylaws Amended June 2010
WILLIAMSTOWN
CHAMBER OF COMMERCE
BY-LAWS
Amended November 1990,
November 1997, January 1999,
November 2006
August 2010
Williamstown Chamber of Commerce
Post Office Box 357
Williamstown,Massachusetts 01267
413.458.9077
800.214.3799
WILLIAMSTOWN CHAMBER OF COMMERCE
BY-LAWS
ARTICLE I
GENERAL
Section 1 NAME
This organization is incorporated under the laws of the State ofMassachusettsand shall be known as the Williamstown Chamber of Commerce, Incorporated.
Section 2 PURPOSE
The Williamstown Chamber of Commerce is organized to advance the general welfare and prosperity of the Williamstown area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, and educational interests of the area.
Section 3 AREA
The Williamstown area shall mean to include the communities of: Williamstown,NorthBerkshireCounty,Southern Vermontand bordering communities inNew York
Section 4 LIMITATION OF METHODS
The Williamstown 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.
ARTICLE II
MEMBERSHIP
Section 1 ELIGIBILITY
Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership.
Section 2 ELECTION
Applications for membership shall be in writing or electronically, on forms provided for that purpose and signed by the applicant. Any applicant shall become a member upon payment of the regularly scheduled dues as provided in Section 3 of Article II.
Section 3 DUES
Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually, in advance.
Section 4 TERMINATION
a) Any member may resign from the Williamstown Chamber of Commerce upon written
request to the Board of Directors; b) Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause; c) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Williamstown Chamber of Commerce, after notice and opportunity for a hearing are afforded the member complained against.
Section 5 VOTING
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one vote. (One member per business.)
Section 6 EXERCISE OF PRIVILEGES
Any firm, association, corporation, partnership or estate holding membership may nominate individuals, whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice.
ARTICLE III
MEETINGS
Section 1 ANNUAL MEETING
The annual meeting of the corporation, in compliance with state law, shall be held during November of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least seven (7) days before said meeting.
Section 2 ADDITIONAL MEETINGS
General meetings of the Williamstown Chamber of Commerce may be called by the President at any time, or upon petition in writing by 1/3 of membership in good standing: a) Notice of special meetings shall be mailed to each member at least seven (7) days prior to such meetings; b) Board meetings may be called by the President, or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each director at least three (3) business days prior to said meeting; c) Committee meetings may be called at any time by the President, respective department vice president or by the committee chair.
Section 3 QUORUMS
At any duly called general meeting of the Williamstown Chamber of Commerce, 50% of the membership and the Board plus 1 shall constitute a quorum. At Board of Directors meetings, a majority of the Directors shall constitute a quorum. At committee meetings, a majority shall constitute a quorum.
Section 4 NOTICES, AGENDA, MINUTES
Written notice of all meetings must be given at least seven (7) days in advance unless otherwise stated. An advance agenda and minutes must be prepared for all meetings.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 COMPOSITION OF THE BOARD
The Board of Directors may be composed of up to twenty (20) members, one third of whom shall be elected annually to serve for three (3) years, or until their successors are elected and have qualified.
The government and policy-making responsibilities of the board shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2 SELECTION AND ELECTION OF DIRECTORS
A. Nominating Committee. At the regular September meeting, the President shall appoint,
subject to approval by the Board of Directors, a Nominating Committee of four (4) members of the Chamber of Commerce. The President shall designate the head of the committee
Prior to the Annual Meeting, the Nominating Committee shall present to the Board, a slate of
candidates to serve three-year terms, to replace 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. Candidates for nomination to the Board of Directors shall have been a member of the Chamber of Commerce for at least one year. No Board member who has served two consecutive three-year terms is eligible for election for a third term. A period of one (1) year must elapse before eligibility is restored.
Guidelines and criteria for selection and election may be waived by a majority vote of the
Board of Directors.
- B. Publicity of Nominations. Upon acceptance of the report of the Nomination Committee, the
President shall immediately cause the membership to be notified electronically of the names of persons nominated as candidates for directors and the right of petition.
Section 3 SEATING OF NEW DIRECTORS
All newly elected Directors shall be seated at the regular January Board of Directors meeting and shall be participating members thereafter.
Section 4 VACANCIES
A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board, unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.
Vacancies on the Board of Directors (Officers or Directors), shall be filled by the Board of Directors by a majority vote.
Section 5 POLICY
The Board of Directors is responsible for establishing procedure and formulating policy of the organization. They are also responsible for adopting all policies of the organization.
Section 6 INDEMNIFICATION
The Chamber of Commerce shall, by resolution of the Board of Directors, provide for indemnification by the Chamber of the Commerce of any and all of its Directors or former Directors against expense 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 of Commerce, 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.
ARTICLE V
OFFICERS
Section 1 DETERMINATION OF OFFICERS
The Board of Directors (new and retiring Directors) at its regular January meeting, shall reorganize for the coming year. The Nominating Committee for Directors shall also nominate officers each year. At this meeting, the Board shall elect the President, as many Vice President as is deemed necessary to conduct the activities of the Board, and the Treasurer. All officers shall serve for a term of one (1) year or until their successors assume the duties of office, and they shall be voting members of the Board of Directors.
Section 2 DUTIES OF OFFICERS
- PRESIDENT
The President 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 President shall appoint a member of the Board of Directors, and cause to be prepared notices, agendas, and minutes of the meetings of the Board of Directors.
- VICE PRESIDENTS
The duties of the Vice Presidents shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the President and Board of Directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
- TREASURER
The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber of Commerce 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. The Treasurer will recommend to the Board of Directors, and the Board of Directors shall authorize, written policies and procedures for fiscal controls appropriate to the financial risks and management needs of the organization. The Treasurer shall cause a monthly financial report to be made to the Board.
- EXECUTIVE DIRECTOR
The Executive Director shall be the chief administrative and executive officer. The Executive Director shall cause to be prepared notices and agendas of the meetings of the Board.
The Executive Director shall serve as advisor to the President.
The Executive Director shall be a voting member of the Board of Directors, the Executive Committee and all committees.
With assistance of the Vice Presidents, the Executive Director shall be responsible for administration of the program of work in accordance with the policies and regulations of the Board of Directors.
The Executive Director shall be responsible for hiring, discharging, directing, and supervising all employees, with the approval of the Board of Directors.
The Executive Director shall be responsible for the preparation of an operating budget covering all activities of the Chamber of Commerce, subject to approval of the Board of Directors. The Executive Director shall also be responsible for all expenditures with approved budget allocation.
ARTICLE VI
COMMITTEES AND DIVISIONS
Section 1 APPOINTMENT AND AUTHORITY
The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairs. The President may appoint such ad hoc committees and their chairs as deemed necessary to carry out the program of the Board. Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless a different term is approved by the Board of Directors.
Section 2 LIMITATION OF AUTHORITY
No action by any member, committee, division, employee, Director or Officer shall be binding upon, or constitute an expression of, the policy of the Chamber of Commerce 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.
ARTICLE VII
FINANCES
Section 1 FUNDS
All money paid to the Chamber of Commerce shall be place in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account.
Section 2 DISBURSEMENTS
Upon approval of the Budget, the Treasurer or Executive Director is authorized to make disbursements on accounts and expenses provided for in the Budget without additional approval of the Board of Directors.
Section 3 FISCAL YEAR
The fiscal year of the Chamber of Commerce shall close on December 31st.
Section 4 BUDGET
The budget for the new fiscal year shall be submitted to the Board of Directors for approval at the November meeting and shall be in place by January 1.
Section 5 AUDIT
The accounts of the Chamber of Commerce may be audited annually upon request by a quorum of either the membership or the Board of Directors. Said audit shall be performed by a certified public accountant. The audit shall be at all times available to members of the organization within the offices of the Chamber of Commerce.
ARTICLE VIII
DISSOLUTION
Section 1 PROCEDURE
The Chamber of Commerce 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, the members of the Chamber of Commerce. On dissolution of the Chamber of Commerce, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organization to be selected by the Board of Directors as defined in IRS Section 501 (C) (3).
ARTICLE IX
PARLIAMENTARY AUTHORITY
Section 1 PROCEDURE
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter or By-Laws of the Chamber of Commerce.
ARTICLE X
AMENDMENTS
Section 1
These By-Laws may be amended or altered by a majority of the members at any regular or special meetings, providing the notice for the meeting includes the proposals for amendments. A review of the By-Laws shall be conducted every two years
Amended November 1990, November 1997, January 1999, November 2006, August 2010
