Chamber By-Laws
Established: July 5th, 2017
BY-LAWS
of the
BREWSTER CHAMBER OF COMMERCE
ARTICLE I
NAME
Section 1. Name
The organization shall be known as the Brewster Chamber of Commerce.
ARTICLE II
MISSION
Section 1. Mission
The Mission of the Brewster Chamber of Commerce (Chamber) is to Build Business and Celebrate Community with the goal of fostering economic prosperity by promoting and engaging in activities that enhance the quality of life for all those living in Brewster and the surrounding area.
Section 2. Public Availability
These by-laws will be made public via the Chamber’s website, with a copy kept on file with the President and Secretary for any interested party.
ARTICLE III
MEMBERSHIP
Section 1. Memberships
Any person, association, partnership, corporation or estate interested in the objectives of this organization is eligible to apply for membership.
Section 2. Licenses
Member businesses shall be responsible for acquiring and maintaining licenses as required by city, county and state governments for the legal operation of their business.
Section 3. Applications
Membership applications shall be made on standard forms provided by the Chamber. Membership is not automatic and the Board may consider each application.
Section 4. Cancellation
A membership may be revoked by:
a. A written resignation request to the Board.
b. Non-payment of dues after ninety (90) days from the due date.
c. Conduct deemed prejudicial to the goals or reputation of the Chamber, after notice and opportunity for a hearing is afforded the member concerned.
Section 5. Membership Obligations
All members agree to abide by Chamber By-laws and the rules and regulations stated here-in.
ARTICLE IV
OFFICERS
Section 1. Board of Directors
The Board shall consist of five (5)members of the Chamber elected annually in accordance with the provisions of Article IV: Section 4.
Section 2. Term
The term of office shall begin January 1st the year following their election. Each director shall hold office until: (1) A successor is elected; (2) They are removed from office as set forth in Article IV: Section 5. A director may serve any number of terms.
Section 3. Officers
From the Board shall be elected one (1) President, one (1) Vice President, one (1) Secretary, and one (1) Treasurer.
Section 4. Election
A. Call for Nominations: On or before October 15th the Secretary shall contact all members by email of the call for nominations for Board of Directors. Nominations will be presented at the November General Meeting.
B. Board members are elected by a majority vote of the ballots received at the December General Meeting.
Section 5. Removal and Resignations
Any director or directors, by the approval of a majority of Board of Directors, may be removed from office after notice and opportunity for an audience before the Board is afforded the director concerned. Any director or officer may resign at any time by giving written notice to the President. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective. Any vacancies occurring on the Board of Directors shall be filled according to Article IV: Section 6
Section 6. Vacancies
In the event of a vacancy, the Board of Directors shall fill that vacancy by appointing a director from the membership to serve until the expiration of the vacated term.
Section 7. Duties and Authority of Offices
A. President
1. Preside at meetings of the general Chamber membership and the meetings of the Board of Directors.
2. Sign all contracts, certificates, checks, warrants, and all other instruments authorized by the board of Directors.
3. At the annual meeting of the Chamber, submit a general report of the affairs and operations of the Chamber during the year.
4. Call special meetings of the Board of Directors at his/her discretion, upon the request of three (3) Directors, or upon the request of ten (10) members of the Chamber of Commerce.
5. All other duties and authority as stated elsewhere in these By-Laws.
B. Vice-President
1. In the absence of the President, or upon his/her request, shall perform the duties of the President.
2. All duties and authority as stated elsewhere in these By-Laws.
C. Secretary
1. Maintain a written record of all meetings of the Chamber, meetings of the Board of Directors, and of the entire operations of the Chamber.
2. All duties and authority as stated elsewhere in these By-Laws, and/or as directed by the President and approved by the Board of Directors.
D. Treasurer
1. Receive all monies belonging to the Chamber and shall pay all bills submitted to and approved by the Board of Directors.
2. Keep accurate accounting of all monies received and disbursed.
3. Render a Treasurer’s report at each regular meeting.
4. Shall make available the accounting records for audit at any reasonable time for inspection by the Board of Directors.
E. Board of Directors
1. Audit the recommended budget and approve same.
2. Act for and on behalf of the Chamber in cases of an emergency.
3. Set annual membership dues.
4. Shall have authority by majority vote to expel members at any time. Upon termination of membership, either voluntary or involuntary, there shall be no rebate of dues or any right to any accumulated funds or property.
5. A quorum of three (3) Board Members shall have the same authority as the entire Board, except in expelling a member.
6. The Directors may employ such agents, managers, or other persons as are deemed necessary and proper.
7. In the event any officer, including the Secretary and Treasurer, fails to act in his/her official capacity, the Board of Directors shall have the authority to remove such officer.
8. The vacancy then shall be filled as stated elsewhere in these By-Laws.
9. Failure to attend three (3) consecutive Board Meetings without Board approval shall be grounds for removal.
10. All duties and authority as stated elsewhere in these By-Laws.
Section 8. Executive Board and Board Members
Board Members shall be called upon to make decisions not discussed with general members, such as budgets, capital projects, events, or problems and issues that may arise.
Section 9. Compensation
There shall be no compensation, with the exception of reimbursable expenses, for performing the functions of a Board Director. All Directors shall serve without pay or remuneration.
ARTICLE V
COMMITTEES
Section 1. Committees
At the first regular board meeting of the year in January, the President, and the Board of Directors, shall appoint all standing committees and committee chairmen. It shall be the function of these committees to carry on such activities as may be delegated to them by the Board of Directors.
Section 2. Terms of Standing Committees
Standing Committees shall serve until the first meeting of the Board of Directors each year, or until their successors are appointed.
Section 3. Term of Special Committees
Special committees shall serve until relieved.
Section 4. Responsibility of Committees
Each committee shall be responsible through its chairman to the President, and shall act according to their guidance.
ARTICLE VI
MEETINGS
Section 1. Regular and Special Meetings
Meetings of the Board of Directors, regular or special, shall be held at the place and time designated by notice from the person(s) calling the meeting. Time and place will be posted on the Chamber website and Facebook page and shall be given with a minimum of two days’ notice. A majority of the directors shall constitute a quorum. The affirmative vote of the directors at a meeting where a quorum is present shall be deemed an act of the Board of Directors.
Special meetings may be called at any time by the President or any three (3) Directors with two days’ notice either personally, by mail, telephone, e-mail or fax.
Section 2. Annual Meeting
At the last regular meeting in November the Board of Directors shall set a date for an ANNUAL MEETING, and there shall be the following special order of business for this meeting:
1. General report of the President on the affairs and operations of the Chamber during the year.
2. Induction of newly elected officers.
3. Select Budget Committee
Section 3. Attendance
Attendance at all Board meetings is critical to the success of the Chamber. Therefore, prompt and regular attendance at all Board meetings is expected of all Board Directors. Members of the Board of Directors shall be deemed present by attending in person or by conference telephone or similar communications device. If a Board director fails to attend regularly scheduled meetings of the Board without making prior arrangements for three (3) consecutive meetings, a majority of the remaining directors on the Board may vote to remove such director from the Board.
Section 4. Written Consent
Any action of the Board of Directors which is required or permitted to be taken at a regular or special meeting, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the members of the Board of Directors, is filed in the minutes of the proceedings of the Board of Directors.
ARTICLE VII
FISCAL PROCEDURE
Section 1. Fiscal Year
The Fiscal Year shall be from January 1 to December 31.
Section 2. Dues
The Executive Board and Board of Directors shall determine a uniform and consistent dues structure for membership and services provided. Membership dues shall be prorated based upon the month of joining and will be billed for the period January 1 through December 31st. The Chamber, at their discretion and on an individual basis, shall offer payment plans for those who wish to join but may not have the full investment amount available at the time of joining.
Section 3. Budget
The Budget shall be decided by the Executive Board and three (3) appointed members, forming the Budget Committee. The committee will be formed at the Annual Meeting in December of the previous year and presented for approval at the first meeting in January of the current fiscal year. Any changes made later in the year, will require a meeting of the entire board.
Section 4. Indebtedness
No indebtedness shall be incurred by the Board of Directors in excess of the available amount in the treasury.
Section 5 Signatures
All expenditures over $500.00 must be approved by the President and the Treasurer in writing, via signed PO or invoice.
Section 6. Liability of Board
No liability shall exist against any member of the Chamber beyond the annual dues.
Section 7. Dissolution
On dissolution of the Chamber, any funds remaining shall be distributed to a like organization with an applicable Internal Revenue Service 501 (c) designation, as determined by the Board.
Section 8. Discrimination
The Brewster Chamber of Commerce or the Board of Directors shall not discriminate against any person based on race, gender, religion, culture, or disability.
Section 9. Union
The Brewster Chamber of Commerce or the Board of Directors shall not become affiliated with a union, nor shall it operate as a collective bargaining agent for members.
ARTICLE VI
AMENDMENT TO BY-LAWS
These By-Laws may be amended at any regular meeting of the membership by a majority vote, when a quorum is present. Provided that the proposed amendments are presented in writing, read into the meeting’s minutes, and at least seven (7) days prior notice is given so that the amendment can be added to the agenda and disseminated to all Chamber Members.
ARTICLE VII
INDEMNIFICATION
Section 1. General
To the full extent permitted by law the Brewster Chamber of Commerce shall indemnify any who was or is a party or is threatened to be made party to any civil, criminal, administrative or investigative action suit or proceeding whether brought by or in the right of the corporation or otherwise by reason of the fact that he/she is or was a Director or Officer of the corporation, or is or was serving at the request of the corporation as a Director or Officer of another corporation, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; and the Board of Directors may at any time approve indemnification of any other person which the corporation has the power to indemnify. Indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law by contract.
Section 2. Insurance
The Chamber shall maintain insurance, at its expense, to protect itself and any director or officer, of the Chamber or partnership, joint venture, trust or other enterprise against any expense, liability or 1055, whether or not the Chamber would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act, as applied to nonprofit corporations.
ARTICLE VIII
RULES OF ORDER
In all matters of parliamentary practices, Robert’s Rules of Order, in the most current edition, shall be used as authority.
ARTICLE XIV
SEVERABILITY
The provisions of these Bylaws shall be separable each from any and all other provisions of these By-laws, and if any such provision shall be adjudged to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, or the powers granted to this Chamber by the Articles of Incorporation or By-laws.