Bylaws

Saugerties Area Chamber of Commerce Bylaws

ARTlCLE I – NAME
ARTICLE II - OBJECTIVES AND PURPOSES
ARTICLE III-GOVERNMENT
Section 1:
Section 2:
Section 3:
ARTICLE IV - MEETINGS OF MEMBERS
Section 1: Annual Meeting
Section 2: Regular Meetings
Section 3: Special Meetings
Section 4: Quorum
Section 5: Minutes
ARTICLE V – FUNDS
Section 1:
Section 2:
ARTICLE VI – AMENDMENTS
ARTICLE VII – MEMBERSHIP
Section 1:
Section 2:
ARTICLE VIII – DUES
Section 1:
Section 2:
Section 3:
ARTICLE IX – VOTING
ARTICLE X - ELECTION OF OFFICERS
Section 1:
Section 2:
Section 3:
ARTICLE XI – OFFICERS
ARTICLE XII – VACANCIES
ARTICLE XIII - COMMITTEES AND EMPLOYEES
Section 1:
Section 2:
ARTICLE XIV - ORDER OF BUSINESS
ARTICLE XV - FISCAL YEAR
ARTICLE XIV - NONPARTISAN & NONSECTARIAN

ARTlCLE I – NAME

The name of this organization shall be the: Saugerties Area Chamber of Commerce, Inc. This organization shall also be known as SACoC.

ARTICLE II - OBJECTIVES AND PURPOSES

The objectives of the Saugerties Area Chamber of Commerce, Inc. are:

1. To develop, encourage, promote and protect the commercial, professional, financial and general business interests of the Saugerties Community.

2. To promote the civic interests of the community.

3. To extend and promote the trade, commerce, and industry of Saugerties, New York.

4. To promote laws and regulations beneficial to business and the community in general.

5. To provide a forum for the reflection of the sentiments of business, and the community, regarding matters affecting their interests.

ARTICLE III-GOVERNMENT

Section 1: The Saugerties Area Chamber of Commerce, Inc. is organized upon the town meeting plan; all members have a voice in the meeting and no action can be taken without an affirmative vote of a majority of the present membership, or by absentee ballot as provided for in these bylaws, except as to those actions reserved for the Board of Directors by these bylaws or by statute.

Section 2: The governing body shall be called the Board of Directors. The Board of Directors shall consist of nine members in good standing, elected by the membership, and shall have no specific powers and duties other than those prescribed under the provisions of the Not-for-Profit Corporations Law and those set forth in the bylaws of this organization.

Section 3: The Board of Directors shall meet on a monthly basis, with additional meetings to be requested by board members and approved by a majority of directors. Each director shall attend nine or more meetings of the Board of Directors annually. Five or more board members must be in attendance at any board meeting. All meeting minutes shall be made available to members by email and/or postal mail and will be archived online.

ARTICLE IV - MEETINGS OF MEMBERS

Section 1: Annual Meeting - To be held in January of each year. The time and place are to be announced no later than November 30 of each year. At this meeting, the election of board members shall be held. No new business may be introduced at this meeting, but unfinished business from the preceding meeting may be transacted and completed.

Section 2: Regular Meetings – Members meetings will take place on a monthly basis, with no fewer than one meeting per month. Notice will be given by first class mail and/or e-mail not fewer than two nor more than thirty days prior to the meeting date.

Section 3: Special Meetings - To be held at any time upon a majority vote of themembers present at any regular meeting or at the call of the Board of Directors. Notice of special meetings to be given as set forth for regular meetings.

Section 4: Quorum - At all regular and special meetings the quorum shall consist of 10% of the membership as well as at least three members of the Board of Directors. A quorum, once established, will not be broken by the withdrawal of members. A quorum is defined as: The minimal number of members of a committee or organization, usually a majority, who must be present for valid transaction of business.

Section 5: Minutes - will be provided to the membership via email and/or postal mail after each meeting. Any changes suggested will be included in a hard copy which will be available for the membership to read and approve at the next regularly scheduled meeting.

ARTICLE V – FUNDS

Section 1: Monies of this organization shall be collected through membership dues and public subscriptions and by other means approved by the membership.

Section 2: Monies collected by the organization shall be used as follows:

(a) To pay normal operating expenses of the organization;

(b) To pay such other expenses as arise from time to time, when approved by a majority vote at a regular or special meeting.

(c) Public subscriptions may be used only for the purposes stated at the time of the appealexcept in case a public subscription is oversubscribed, and then the balance remaining must go into the general fund. When any public subscription is undersubscribed, any such shortage may be obtained from the general fund when such action is approved by the majority vote at a regular or special meeting.

ARTICLE VI – AMENDMENTS

(1) Amendments to these bylaws may be made.

(2) The proposed amendment shall be provided to the membership in writing and shall be read at two consecutive meetings and opportunity for discussion shall be made.

(3) The proposed amendment will be voted upon at the second meeting, following the close of the discussion, and shall require a two thirds vote of the members present, or voting by absentee ballot as provided for in these bylaws, for passage - provided that the affirmative votes cast in favor of any such amendment shall be at least equal to the quorum.

(4) Meetings for the amending process may be regular or special.

ARTICLE VII – MEMBERSHIP

Section 1: Membership shall be limited to one of the following:

(a) Regular Membership - Any person, association, firm or corporation whose application has been accepted and who has paid the required dues/fees. Membership will be limited to businesses that do business or have affiliation with Saugerties; to include any person, association, firm, or corporation who acts to develop, encourage, promote, and protect the commercial, professional, financial and general business interests of the citizens of Saugerties, New York.

(b) Honorary (non-profit) membership - subject to the approval of the membership

ARTICLE VIII – DUES

Section 1: Payment of the annual dues on time or less than 45 days late confers "member in good standing" status.

Section 2: Dues are payable on an annual basis, and are to be paid on or before the last day of the month in which membership began.

Section 3: Members will be notified in writing by email or first class mail no less than 15 and no more than 45 days before payment is due for renewal of annual dues. If dues are not received on time, members will receive an additional notice no less than 15 and no more than 30 days after the date on which dues were to be paid. Membership will be terminated if dues are not paid within 90 days of renewal date.

ARTICLE IX – VOTING

(a) Voting shall be by members in good standing only (see Article 8, section 1 for definition of “member in good standing”).

(b) No member shall cast more than one vote.

(d) A simple majority of the members present and voting, or voting by absentee ballot as allowed by these bylaws will be required to carry a vote, except as otherwise directed by these bylaws.

(e) Members unable to attend meetings may vote by email or postal mail, or by written notice delivered to a director by the time of the meeting, on any proposal put forth by membership or the board of directors. On any unplanned voting that may take place, members not present are allowed to vote within three days of distribution of meeting minutes.

ARTICLE X - ELECTION OF DIRECTORS

Section 1: Nominations will be accepted from the floor at the meeting prior to the annual meeting. Voting will take place at the annual meeting.

Section 2: The term of each member of the Board of Directors shall be two years.

Section 3: Voting may be by written ballot or by a roll-call voice vote or by absentee ballot as provided for in these bylaws.

ARTICLE XI – OFFICERS

The membership shall elect from their number representatives to serve on the Board of Directors annually. Four representatives shall be elected in even numbered years, and five representatives will be elected in odd numbered years. The Board of Directors shall be comprised of nine members serving staggered two year terms.

(a) The board of directors will elect from their number: Chair, Co-Chair, Treasurer, and Secretary annually.

(b) The duties of the directors shall be such as their titles by general usage would indicate, as their job descriptions dictate, and such other duties as may be assigned to them and approved by a majority of the board of directors.

(c) The term of office for each officer is one year, with the possibility of extension by a majority vote of the board of directors.

ARTICLE XII – VACANCIES

Vacancies of any of the officers or directors of the Saugerties Area Chamber of Commerce, Inc. (SACC) shall be filled in the following manner:

(a) Any vacancy in any of the board of directors office positions shall be filled election of the Board of Directors for the balance of the unexpired term.

(b) The Board of Directors shall fill by appointment any vacancy of a director. The appointment will be approved by a majority vote of the membership. The appointee must be a member in good standing of the SACoC.

(c) Any member of the Board of Directors who misses three consecutive Board meetings without extenuating circumstances shall be determined to have resigned and the office considered vacant. Such resignation shall be confirmed by vote of the board provided there is a quorum of not less than the majority present at the meeting of Board of Directors at which such action is taken.

ARTICLE XIII - COMMITTEES AND EMPLOYEES

Section 1: The Board of Directors shall appoint all committees. They shall authorize the powers and duties of all committees in accordance with applicable law.

Section 2: Employees

(a) The Membership by quorum shall have the authority to approve or veto the hiring of employees, as proposed by a majority of the Board of Directors.

(b) The Membership by quorum shall have the authority to approve or veto the condition of employment and compensation, as proposed by a majority of the Board of Directors.

ARTICLE XIV - ORDER OF BUSINESS

(a) Introduction of members and guests attending the meeting.

(b) Presentation of Minutes of preceding meeting emailed to the membership and amended by voice vote or accepted as read.

(d) Ongoing business

(e) Reports of committees

(f) Reading of communications

(g) New business

(h) Adjournment

ARTICLE XV - FISCAL YEAR

The fiscal year shall be determined by the Board of Directors and is subject to review and modification at the discretion of the Board and by approval of membership quorum. Note: The fiscal year is currently September 1 to August 31.

ARTICLE XIV - NONPARTISAN & NONSECTARIAN

The Saugerties Area Chamber of Commerce, Inc. shall be nonpartisan andnonsectarian at all times, and take no part in or lend its influence or facilities either directly or indirectly to the nomination, election or appointment of any candidates for office in Village, Town, County, State or National politics.

Guide to Forming a Not-for-Profit Organization