ARTICLE I. NAME, PURPOSES, AREA SERVED

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Section 1: Name

This organization was incorporated in 1973 as a domestic not-for-profit organization under the laws of the State of New York with an entity name of the Fair Haven and Sterling Chamber of Commerce, Inc. It currently does business as the Fair Haven Area Chamber of Commerce.

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Section 2: Purposes

The Fair Haven Area Chamber of Commerce is organized to foster appropriate commercial and civic development that will preserve and enhance the quality of life for residents. Particular attention and emphasis shall be given to the economic, civic, social, environmental and educational interests of the businesses and residents.

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Section 3: Area

The Chamber will primarily serve the communities in the Red Creek Central School District.

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Section 4: Limitation of Methods

The Fair Haven Area Chamber of Commerce shall observe all local, state, and federal laws that apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code.

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ARTICLE II. MEMBERSHIP

Section 1: Eligibility

 

Any person, firm, association, organization, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership.

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Section 2: Membership Application and Approval Process

 

Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. Approval of new members shall be by the board of directors at any meeting thereof. Any applicant so approved shall become a member upon payment of the regularly scheduled dues as provided in Section 3 of Article II.

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Section 3: Dues

 

Membership dues shall be at such rates, schedule, or formula as may be from time to time prescribed by the board of directors, payable in advance.

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Section 4: Membership Termination (resignation, expulsion, and delinquency)

(1)Any member may resign from the chamber upon written request to the board of directors; (2) any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause; (3) and 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 aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.

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Section 5: Voting

In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast 1 (one) vote.

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Section 6: Exercise of Privileges (assignment of membership and any limitations)

Any member may nominate an individual whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its nomination upon written notice.

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Section 7: Orientation

 

At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new and current officers and directors; committee chairs; committee members; and new members. A detailed outline for each of these groups shall be a part of the organization’s procedures manual or orientation handbook.

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Section 8: Honorary Membership

Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members except the right to vote and shall be exempt from payment of dues. The board of directors shall confer or revoke honorary membership by a majority vote.

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Article III. MEETINGS

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Section 1: Annual Meeting

The annual meeting of the corporation, in compliance with state law, shall be held during October of each year. The time and place shall be fixed by the board of directors and notice thereof mailed to each member at least 10 days before said meeting.

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Section 2: Additional Meetings (general membership, board, and committee meetings)

General meetings of the chamber may be called by the chair of the board at any time, or upon petition in writing of 20 percent of members in good standing. Notice of special meetings shall be mailed to each member at least 7 days prior to such meetings. Board meetings may be called by the chair of the board or by the board of directors upon written application of 3 members of the board. Notice, including the purpose of the meetings, shall be given to each

director at least 1 day prior to said meeting; committee meetings may be called at any time by the chair of the board, or by the committee’s chair.

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Section 3: Quorums

At any duly called general meeting of the chamber, 20 percent of members shall constitute a quorum; at a board meeting, a majority of directors present shall constitute a quorum. At committee meetings, the majority of committee members present shall constitute a quorum.

 

Section 4: Notices, Agendas, and Minutes

Written notice of all chamber meetings must be given at least 7 days in advance, unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of the organization’s procedures manual.

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Article IV. BOARD OF DIRECTORS

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Section 1: Composition of the Board

The board of directors shall be composed of no fewer than five and a maximum of 11 members, who will be elected at the annual meeting to serve for 3 years or until their successors are elected and have qualified. No more than 40% of the directors shall be associate members or have a place of business outside the area served by the Chamber. The past chair and the president shall serve as members of the board. The government and policy-making responsibilities of the chamber shall be vested in the board of directors, which shall control its property, be responsible for its finances, and direct its affairs.

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Section 2: Election of Directors

 

A. Election

At the annual membership meeting of the corporation in October, Directors will be elected. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. There shall be no more than one director from each business.

B. Notice of Annual Membership Meeting

The secretary shall mail a notice of the annual meeting to every member in good standing at his address as it appears on the membership roll book. This notice must be mailed at least 10 days before the Annual Meeting. The membership list at the time of mailing shall be the record date for the purpose of determining members entitled to vote, take office, or exercise other membership rights, and the list used to determine quorum. All members have the right to request a copy of the membership role of record.

C. Quorum

A presence at any membership meeting of not less than 20 percent of the members shall constitute a quorum and shall be necessary to conduct the business of the corporation. However, a lesser number may adjourn the meeting for a period of not more than 4 weeks and the secretary shall cause of notice of the rescheduled date of the meeting to be sent to those members who were not present at the meeting originally called.

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Section 3: Seating of New Directors

All newly elected and appointed board members shall be seated at the regular November board meeting and shall be participating members thereafter.

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Section 4: Removal of Directors

A member of the board of directors who shall be absent from 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. Any director missing a total of six regular or special meetings within a fiscal year without exercising proxy rights shall be removed.

 

Any or all of the directors may be removed for cause by vote of the members or by action of the board.

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Section 5: Vacancies

Vacancies on the board, or among the officers, shall be filled by the board by a majority vote.

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Section 6: Procedures Manual

The board of directors is responsible for establishing procedure and formulating policy for the organization. These procedures and policies shall be maintained in a procedures manual to be reviewed annually and revised as necessary. The procedures manual includes position descriptions for officers and committee chairs. The procedures manual deinfes the powers and duties of all committees. The procedures manual provides guidance on how to develop agendas, minutes, program plans and budgets. The procedures manual explains the process of development and approval of the chamber budget. Each year the chamber provides an orientation meeting for new officers, committee chairs, and members on chamber procedures.

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Section 7: Development of Annual Chamber Work Program

 

The board will annually review and approve all activities and proposed programs and expenditures of committees. Each committee will submit a program and budget proposal for the following year to be considered by the board in developing its annual budget proposal. The annual budget proposal is voted on by the membership at the annual general membership meeting in October.

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Section 8: Special Meetings of the Corporation

 

Special meetings of the corporation may be called by the directors. The secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll back at least 10 days before the scheduled date of such meeting. The notice shall state the date, time and place, and purpose of the meeting and by whom called.

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Section 9: Indemnification

The chamber may, by resolution of the board of directors, provide for indemnification by the chamber of any and all current or former officers, directors, and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or

proceeding in which any of them are made parties, or a party, by reason of having been officers, directors, and employees of the chamber, except in relation to matters as to which such individuals 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.

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Section 10: Voting

 

Each dues-paid Business or Associate membership is entitled to one vote at any meeting of the full membership.

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Section 11: Proxies

 

Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

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Section 12: Fiscal Year

 

The fiscal year of the corporation shall run from October 1 to September 30.

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Section 13: Action by Members Without a Meeting

 

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

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Article V. OFFICERS

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Section 1: Determination of Officers

The board of directors (new and retiring) at its regular October meeting shall reorganize for the coming year. At this meeting, the board shall elect Officers will be elected from members of the new board. All officers shall take office immediately and serve for a term of 3 years or until their successors assume the duties of office. They shall be voting members of the board of directors. Section

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2: Duties of Officers

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A. 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 be responsible for the preparation of an operating budget covering all activities of the chamber subject to approval of the board of directors. The president shall also be responsible for all expenditures within approved budget allocations.

The President shall have responsibility for the general management of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect. The board of directors will authorize and define the powers of all committees. The President shall

select all committee chairs, assist in the selection of committee personnel, subject to approval of the board of directors.

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B. Vice President (Chair Elect). The Vice President shall exercise the powers and authority and perform the duties of the chair in the absence or disability of the chair. Each Vice President shall perform such other duties as the Board shall prescribe.

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C. 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. The treasurer shall sign and execute all contracts in the name of the corporation, when countersigned by the president. The treasurer shall cause a monthly financial report to be made to the board. The treasurer shall at all reasonable times exhibit his books and accounts to any director or a member of the corporation upon request.

 

At the end of each corporate year, the treasurer shall submit a written annual financial report.

 

At the discretion of the Board, an Assistant Treasurer may be designated. During the absence or disability of the treasurer, the Assistant Treasurer shall have all the power and functions of the Treasurer.

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D. Secretary

 

The Secretary shall keep the minutes of the Board of Directors and also the membership list. The Secretary shall have custody of the seal of the corporation and shall affix and attest the same to documents when authorized by the Board of Directors. The Secretary shall serve all notices of the corporation and shall have charge of such books and papers as the Board of Directors may direct. The Secretary shall attend to correspondence assigned to him or her; and perform all the duties incidental to the office.

 

At the discretion of the Board, an Assistant Secretary may be designated. During the absence or disability of the Secretary, the Assistant Secretary shall have all the power and functions of the Secretary.

 

The Secretary will work with the membership committee chair to maintain a roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their postal addresses, telephone numbers, e-mails (where applicable), date and amount of dues paid, and current membership status.

 

The Secretary will work with the membership committee to ensure that members receive timely invoices by mail for their annual dues, and that those who fail to respond are contacted again by phone or e-mail. The Secretary is responsible for providing the membership roll of record to be used at membership meetings. Membership dues are due at the start of the fiscal year (October 1). Members more than 90 days in arrears will be dropped from the membership roll.

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Section 4: Indemnification

The chamber may, by resolution of the board of directors, provide for indemnification by the chamber any of its officers or former officers as spelled out in Article IV, Section 8 of these bylaws.

ARTICLE VI. CONSTRUCTION, AMENDMENTS & DISSOLUTION

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Section 1. Construction

In the event of conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation will govern.

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Section 2. Amendments

The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote on the election of officers. By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-law change by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.

If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board, the notice of the next meeting of members for the election of directors shall include a concise statement of the changes made.

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Section 3. Dissolution

In the event the organization is voluntarily dissolved in accordance with the provisions of New York State Not-for-Profit law, all of the net assets of the organization shall revert to the Fair Haven Fire Department.

Article VII. FINANCES

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Section 1: Funds

All money paid to the chamber shall be placed in a general operating fund. Unused funds from the current year’s budget can be placed in a reserve account.

 

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2: Disbursements

Upon approval of the budget, the president is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the board of directors. Disbursements shall be by check.

 

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3: Fiscal Year

The fiscal year of the chamber shall close on September 30.

 

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4: Budget

A The board will annually review and approve all activities and proposed programs and expenditures of committees. Each committee will submit a program and budget proposal for the following year to be considered by the board in developing its annual budget proposal. The annual budget proposal is voted on by the membership at the annual general membership meeting in October.

 

 

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5: Bonding

The president 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 VIII. DISSOLUTION

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Section 1: Procedure The chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure or be distributed to the 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 as defined in IRS Section 501(c)(3).

 

Article IX. AUTHORITY

 

Section 1: Parliamentary Authority The current edition of Robert’s Rules of Order shall be the final source of authority on all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.

 

Article X. AMENDMENTS

 

Section 1: Revisions

These bylaws may be amended or altered by a two-thirds vote of the board of directors or by a majority of the members at any regular or special meetings, provided that notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the board or the members in writing at least 10 days in advance of the meeting at which they are to be acted upon.

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Adopted: September 3, 2019