Constitution and By-Laws of West Hempstead
Chamber of Commerce
ARTICLE I: NAME
The name of the organization shall be West Hempstead Chamber of Commerce (hereinafter “the Chamber”).
ARTICLE II: OBJECTS
The Chamber of Commerce shall promote better business relationships, provide for a forum for discussions of mutual interest, and represent the membership in its relationships with the public and with municipalities. Our mission statement is: “Striving to Enhance the Quality of our Community”.
ARTICLE III: MEMBERSHIP
In accordance with the New York State Not-for-Profit Corporation Law, Section 1410, this Chamber of Commerce will have a membership from diverse lines of business and will not be restricted to businesses engaged in the same or similar lines of business. Membership shall be open to any business owner, professionals and associates for the same who work, transact business in or reside in the generally accepted region of the unincorporated area of West Hempstead. It shall also provide that businesses that border West Hempstead may also be a member of the Chamber.
ARTICLE IV: FEES AND DUES
The membership shall establish annual dues. Membership dues are: Businesses shall pay $100.00 per year. Any member that joined in the last quarter of the year will be exempt for the following year. If you have two (2) businesses, membership will be 100.00 per business. The Chamber calendar year for dues will be January 1 through December 31.
ARTICLE V: MEETINGS
The Annual Meeting of this Chamber of Commerce shall be in November of each year, at such time and place as is decided by the membership. Notice of the Annual Meeting is to be given by the Secretary of the Chamber.
The Chamber shall schedule no less than three (3) general meetings, in addition to the Annual Meeting. The President or the Board, at their discretion, may call more than three (3) regular meetings a year.
Special Meetings of the Chamber may be called by the President or by two (2) officers. Upon the written request addressed to the President or Secretary of at least ten (10) voting members of the Chamber in good standing, the President shall call a Special Meeting to take place thirty (30) days after the receipt by him/her of such written request. Notices for a Special Meeting shall state the agenda of such meetings, shall designate the time and place thereof, and shall be sufficient if given in person, email or by mail addressed to each member of the Chamber in good standing. Notices shall be sent not less than seven (7) days, nor more than fourteen (14) days prior to the date of said meeting. Those requesting a Special Meeting must propose an agenda and no business shall be transacted at such Special Meetings except that called for by the agenda.
ARTICLE VI: QUORUM FOR MEETINGS
The quorum for all meetings shall consist of four (4) voting members of which two (2) are Officers and two (2) are Executive Board Members of the Chamber in good standing.
ARTICLE VII: OFFICERS AND THEIR DUTIES
The officers of the Chamber shall consist of Co- President’s,
Vice-President, Treasurer, Secretary and Corresponding Secretary. No two (2) offices may be held by one person. No person shall be elected to the office of President without first having served a minimum of two (2) years on the Board of Directors. The officers shall determine the number of directors to serve on the board. A chamber member can be appointed as an officer without serving one year on the board.
CO-PRESIDENT: The Co-President’s shall preside at all meetings of the Chamber. He/she shall call Special Meetings of the Chamber whenever required or desirable. He/she shall enforce order at all meetings and cause the Laws of the Chamber to be fully observed and executed. He/she shall establish committees, may countersign all drafts, checks, warrants, and orders for payment of money. He/she shall, as Co-President’s, execute all agreements when directed to do so. He/she shall be an ex-officio member of all committees of the chamber. In the event of a tie vote by the board, the Co-President’s vote shall count twice.
The Co-President’s shall appoint the Chairman of all committees in consultation with the Board of Directors. The following standing committees of the organization shall consist of, but not be limited to, Special Events, Street Fair, Publicity, Beautification, Membership, Website, Programs, Speakers Bureau and Historian.
VICE-PRESIDENT: The Vice-President shall assist the Co-President’s in the discharge of the latter’s duties. Should the Co-President’s fail or be unable to carry out his/her duties, the Vice-President shall discharge all the duties of the Co-President’s and may countersign financial instruments. In the event that the Vice-President is unavailable then the duties would fall to the secretary. The Vice-President will also do board and general meeting agendas.
TREASURER: The Treasurer shall collect and receive all the funds of the Chamber. He/she shall maintain a roster of the membership of the chamber. He/she shall report to the Vice-President the failure of any member to pay yearly dues. He/she shall, together with any authorized officer, sign all checks, drafts, warrants, and orders for payment of money. He/she shall keep a true record of all receipts and disbursements and report upon them as frequently as may be requested, also pick up mail at post office and file taxes.
Secretary: He/she shall keep the minutes at the board and general meetings. He/she will maintain list of members and perspective members. He/she shall send notices and key information to website as needed. He/she shall send notices for the annual installation of officers and directors and announce slate of officers.
Corresponding Secretary: The Corresponding Secretary shall keep attendance records and act as the corresponding secretary as well as assist the secretary in his/her duties. The Corresponding Secretary is responsible for sending out correspondences via email that secretary sends. The Corresponding Secretary will also check phone messages.
ARTICLE VIII: BOARD OF DIRECTORS AND DUTIES
A Board of Directors shall manage the Chamber. The Board shall consist of five (5) Officers and (6) Board members. Decisions of the Board shall be carried by a simple majority of board members present. The Board shall meet at such intervals as it determines to be necessary, however, it will not meet fewer than six (6) times a year. The Board may invite members and non-members to address the Board and participate in Board discussions. Under no circumstances is any non-board members allowed to vote on issues before the board.
The Board will appoint directors by a majority vote of Directors currently serving. Directors are expected to attend all meetings. A board member who misses (3) consecutive board meetings, without valid reason shall be deemed as having resigned.
The duties of the Board of Directors shall be to chair one of our committees, and to assist in any other duties needed. By unanimous vote by board of directors additional committees may be formed and additional directors may be elected.
The minutes of all Board meetings shall be transcribed and made available to all members via website.
ARTICLE IX: ELECTIONS OF OFFICERS AND DIRECTORS, TERM OF OFFICE, VACANCIES, AND REMOVAL OF OFFICE
All the officers and directors of the Chamber shall serve for a period of two (2) years from the date of their election, and shall continue until their successors have been elected. The New York State Not-For Profit Corporation Law shall govern procedures for removal of officers and directors.
A Co-President can only serve two successive terms.
However, a Co-President would be eligible to hold office again after spending one term out of office. The officer will appoint the directors. There shall be six (6) directors.
Only voting members in good standing in the Chamber and present in person may vote on any question at any meeting of the Chamber. A corporate/business member must designate one person who will cast the vote for the corporate/business member. All other employees of that corporate/business member may not vote. Only the official designee of the corporate/business member may hold office as a director or officer.
No less than sixty (60) days prior to the Annual Meeting, the Co-President shall appoint a nomination committee consisting of no less than two (2) and no more than four (4). Such committee shall report the slate of nominations at the November meeting.
Nominations may be made from the floor at the Annual Meeting of the Chamber. Current directors will be presumed to be available for re-election, but others nominated must be present or have otherwise notified the Co-President of the Chamber of their willingness to serve.
The officers and Board shall have the power to nominate and fill any vacancy or officer or other board member.
ARTICLE X: COMMITTEES
The Board of Directors of the Chamber shall, from time to time, establish committees to perform such duties, as they may deem advisable, necessary and expedient.
Only members of the Chamber in good standing may serve on any committee.
The Chamber shall establish the following standing committees: Publicity Committee, Special Events (i.e., Street Fair), Website, Programs, Speakers Bureau, Membership Committee, Beautification Committee, and Historian.
The Board will determine the size and composition of each committee. Membership in the committees is open to all members of the Chamber who are in good standing.
ARTICLE XI: AMENDMENTS AND MODIFICATIONS
These Bylaws may be amended, modified or revised at any Annual Meeting of the Chamber, or at any Special Meeting of the Chamber called for that purpose, but in either event only as follows:
The proposition to amend, modify or revise, must be detailed and submitted in writing, signed by at least five (5) voting members in good standing.
An affirmative vote of not less than two-thirds of the members of the Chamber present at said meeting, and entitled to vote thereon, shall be necessary to adopt any amendment, modification or revision of these bylaws.
These Bylaws have been duly adopted and approved at the Meeting of October 14, 2014.