ARTICLE I NAME
Section 1. The name of this organization will be The GREATER OSSINING CHAMBER OF COMMERCE, Inc.
ARTICLE II OBJECTS
Section 1. Purposes: The purposes of the Chamber will be to develop, promote, and protect the commercial, (retail, industrial, professional and civic) interests of the community of Ossining and its surrounding area.
Section 2. Limitations: The Chamber shall be non-profit and non-sectarian.
ARTICLE III MEMBERSHIP
Section 1. Eligibility: Any person, firm, association or corporation interested in the progress and welfare of the community of Ossining and its surrounding area shall be eligible to membership.
Section 2. Admission: Admission of members shall be upon payment of annual dues.
Section 3. Voting: Each member in good standing will be entitled to cast one vote at all general membership meetings. There shall be no proxy voting.
Section 4. Membership Fee: Annual membership fee for each member shall be determined by and approved by Board of Directors. The basis of computing fees shall be the size and volume of the members business or profession and the general interest he has at stake in the community. Fees shall be payable annually in advance of the first day of each year. A member who has not paid his/her total fee by April 1st of each year will be considered delinquent, and written notice of his/her status will be given him/her by the Board of Directors.
Section 5. Termination: Non-payment of dues by May 1st will result in termination of membership. Section 6. Meetings: The Board of Directors will provide for an annual membership meeting of the Chamber in November of each year and for other membership meetings as necessary or desirable. It is the duty of the Board of Directors to call a membership meeting upon petition signed by not less than ten percent of the members. At all meetings, five percent of the members in good standing will constitute a quorum. Notice of any membership meeting should be mailed to each member at least five days in advance of such meeting. The notice must state the purpose of the meeting.
ARTICLE IV BOARD OF DIRECTORS
Section 1. Government: The government of the Chamber will be vested in a Board of Directors of not less then five (5) and up to seventeen (17) directors who will manage the affairs of the Chamber, protect its interests, guide its committees, and transact any and all business to carry out the purpose of the organization in conformity with the provisions of these by-laws.
Section 2. Election: Directors shall be elected at the annual membership meeting, one half (1/2) of whom shall be elected annually for a term of two (2) years. Nominations will be made prior to election by means of a nominating committee appointed by the president. The nominating committee will consist of members of the Board. The nominating committee will elect as nominees a sufficient number of members to equal or exceed the number of directors to be elected and their names will be placed on the official ballot. The official ballot will include nominations for vacant board ore expired board seats and will be mailed or e-mailed to the entire membership at least five (5) days prior to the annual election. Any fifteen (15) members of the Chamber may nominate one or more directors by submitting the name or names over their signatures to the Board of Directors not later than ten (10) days previous to the election. Members may vote in one (1) of the following methods: (A) in person; (B) mail; (C) e-mail; by proxy at the election meeting. The nominees who receive the highest number of votes will be declared elected.
Section 3. Vacancies: Any Vacancies in the Board of Directors will be filled by a vote of the Board of Directors.
Section 4. Meetings: The Board of Directors will meet at regular periods as specified by the Board. A special meeting of the Board of Directors may be called at any time by the president or by majority of directors, provided at least 24 hours notice is given. Seven (7) directors shall constitute a quorum at any meeting.
Section 5. Resignation: Absence from 50% of the regularly scheduled Board meetings during a calendar year will constitute an automatic resignation. Absence from three (3) consecutive meetings may be deemed an automatic resignation, subject to review by the Board of Directors. The resignation will be recorded in the Board of Directors' meeting minutes.
ARTICLE V OFFICERS
Section 1. Election: The officers will consist of a President, a Vice President, a Treasurer and a Secretary. Nominations for officers will be made by the Board of Directors. An election for officers may be held in conjunction with the annual membership meeting or as close to the end of a calendar year as possible. Only members of the Board of Directors may vote for officers.
Section 2. Terms of Office: A Calendar year constitutes one term for an officer.
Section 3. President: The President shall be the Chief Executive Officer will preside at all meetings of the Chamber and Board of Directors. The President will perform all duties incident to the office. The President will be an ex-officio voting member of all committees. At the annual meeting of the Chamber and at such other times as he/she may deem proper, the President will discuss with the membership and Board of Directors such matters and suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.
Section 4. Vice President: The Vice President will discharge such duties as may be assigned to them by the President or Board of Directors. In the absence of the President, or in case of his/her inability to act, the Vice President will act in his/her stead.
Section 5. Secretary: The Secretary (with the assistance of the administrative staff) shall keep the minutes of all proceedings of the directors. The Secretary will attend to the giving and serving of all notices to the members and Directors or other notices required by law or by these by-laws. And the Secretary will perform all other duties incident to the office secretary.
Section 6. Treasurer: The Treasurer will receive and disburse (with the assistance of the administrative staff) the funds of the Chamber. At all board of Directors meetings he/she will report on the finances of the Chamber. Section 7. Any vacancies in the officers will be filled by the Board for the unexpired term.
ARTICLE VI COMMITTEES
Section 1. Standing Committees: The general work and activities of the Chamber will be carried out by its committees. The President will appoint such as may be deemed necessary for the conduct of the affairs of the Chamber, subject to the approval of the Board of Directors.
Section 2. Duties: It will be the function of committees to investigate, conduct hearings, make recommendations to the Board of Directors, and carry on such activities as may be delegated to them by the Board of Directors.
Section 3. Membership: Each member of the Chamber may affiliate with one or more standing committees.
Section 4. Limitations: No committee, or any member thereof, will contract any debt on its behalf which will in any manner (or to any extent) render the Chamber liable for the payment of any sum, unless approved by the Board of Directors. No action or resolution of any committee will be binding on the Chamber unless approved by the Board of Directors.
ARTICLE VII ADMINISTRATIVE STAFF
Section 1. Based upon accepted principles of sound business practice, the Board of Directors may hire an administrative staff to assist them in their work.
ARTICLE VIII REFERENDA
Section 1. Upon the request in writing of twenty-five (25) general members in good standing, the Board of Directors will, or upon its own initiative, submit a question by mail to the membership for a referendum vote. The ballot for that vote will be accompanied by briefs stating both sides of the question. When so stated in the written request, action taken by the membership shall be final and shall bind the Board of Directors. A referendum submitted to the membership must be returned within thirty (30) days from the date of mailing in order to be included in the tabulation of votes.
ARTICLE IX DISBURSEMENTS
Section 1. No Disbursement of the funds of the Chamber will be made unless they have been approved, authorized and ordered by the Board of Directors. Routine office and operating expenditures within the annual budget allocations will be considered approved and authorized upon approval of the budget by the Board of Directors. All disbursements shall be made by check, credit card or electronic payment. Checks shall be signed by two (2) parties duly authorized by the Board; at least one authorized signature on each check shall be that of an officer.
ARTICLE X BUDGET
Section 1. The Board will compile a budget of estimated expenses and income and submit it to the Board of Directors at their January meeting. As passed by the Board, with or without modification, this budget will be the appropriation measure for the next ensuing year of the Chamber.
ARTICLE XI FISCAL YEAR
Section 1. The fiscal year will end the 31st day of December.
ARTICLE XII - PARLIAMENTARY PROCEDURES
Section 1. The proceedings of the Chamber meetings will be governed by and conducted according to the latest edition of ROBERTS RULES OF ORDER.
ARTICLE XIII AMENDMENTS
These By-Laws may be ammended or altered by a two-thirds vote of those present at any regular or special membership meeting of the Chamber of Commerce, provided notice of the proposed change will have been mailed to each member not less than fifteen (15) days prior to such meetings.
ARTICLE XIV DISSOLUTION
Section 1. In the event of dissolution of the Organization, any funds remaining will be distributed in accordance with the laws of New York State and the provision of the Internal Revenue Service regulations applicable to non-profit organizations.
ADOPTED: May 11, 1959
AMENDED: April 15, 1974
AMENDED: October 8, 1979
AMENDED: April 12, 1982
AMENDED: September 19, 1988
AMENDED: June 11, 1990
AMENDED: February 14, 1994
AMENDED: June 17, 1996
AMENDED: December 9, 1996
AMENDED: June 30, 2009