BY-LAWS: Greater Ossining Chamber of Commerce, Inc.

Article I

Section 1: Name

This organization is incorporated under the laws of the state of  New York State and shall be known as the Greater Ossining Chamber of Commerce, Incorporated.

Section 2: Purpose 

The Greater Ossining Chamber of Commerce is organized to achieve these objectives: 

Preserving the competitive enterprise system of business by creating a better understanding and appreciation of the importance of business people and a concern for their problems; educating the business community and representing it in village, town, county, state, and national forums addressing practices if they are detrimental to the expansion and growth of business in the community; creating a greater appreciation on behalf of the interests of competitive business. 

Article II

Membership

Section 1: Eligibility

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

Section 2: Election 

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

Section 3: Investments

Membership investments shall be at such rates, schedule, or formula as may be from time to time prescribed by the Board of Directors, payable in advance.

Section 4: Termination 

(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.

(3) A Director may be removed by a majority vote of the Board, after a determination is made by the full Board that the Director engaged in conduct that is unethical or otherwise damaging to the Chamber’s reputation. If the Board of Directors determines removal is warranted, the Director to be removed shall be given seven (7) day notice of the intended date of removal.  The notice shall be made by signature required first class mail, postage prepaid, addressed to the member at his/her last address shown on the records of the Chamber.  The notice shall state the reason for removal and state that the Director has an opportunity to submit a written statement why the removal should not take place, which statement must be received in the Chamber office not less than five (5) days before effective date of removal.  The Board of Directors shall consider the Director’s statement, if any and may order that the removal shall not take place, or that it shall take place as stated in the notice to the Director.

The Board’s majority decision shall be final. Thereafter, that vacant Board position shall be filled in accordance with Section 4 of Article IV. 

Section 5: Voting

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

Section 6: Exercise of Privileges 

Any firm, association, non-profit, corporation, partnership, or estate-holding membership may nominate individuals whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its nomination upon written notice.

Section 7: Orientation 

At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new officers and directors and current officers and directors, committee chair, committees, and new members. 

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.

Article III

Meetings

Section 1. Meetings (general membership, networking, Board, and committee meetings)

General meetings of the Chamber may be called by the President at any time, or upon petition in writing of any number or percentage of members in good standing: notice of special meetings shall be e-mailed to each member at least 5 days prior to such meetings; Board meetings may be called by the President 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 one day prior to said meeting; committee meetings may be called at any time by the President, Vice-President, or by the committee’s chair. 

Membership meetings will be held but not limited to a quarterly calendar and monthly Board of Directors meetings will be held on the second Monday of each month. Should a scheduled Board meeting fall on a holiday, the Board meeting will be held on the following Monday.

Section 2: Quorums

At any duly called general meeting of the Chamber 50% members present shall constitute a quorum; at a Board meeting, a majority of directors present shall constitute a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than 9 members. In that case, 5 shall constitute a quorum.

Section 3: Notices, Agendas, and Minutes

Written notice of all Chamber meetings must be given at least 3 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. 

Article IV

Board of Directors

Section 1: Composition of the Board

The Board of Directors shall be composed of up to 13 members, one-third of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualified. The incoming President may appoint, subject to the approval of the Board from 3 to 6 members to the Board to serve one-year terms. The President shall serve as a member 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.

Section 2: Selection and Election of Directors

1. Nominating Committee.

At the September Board meeting, the President shall appoint, subject to approval of the Board of Directors, a nominating committee of three members of the chamber. The President shall designate the chair of the committee.

Prior to November 1st, the Nominating Committee shall present to the President a slate of (number of vacancies) candidates to serve 2 year terms to replace the Directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. 

1. Public Notice of Nominations.

Upon receipt of the Nominating Committee’s report, the President shall immediately notify the membership by email of the names of persons nominated as candidates for directors and the right of petition.

Instructions will be to vote for (number of vacancies) candidates only. The President shall email this ballot to all active members at least 15 days before the regular (month) Board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and emailed to the Chamber within 10 days. The Board of Directors shall at its regular (month) Board meeting declare the (number) candidates with the greatest number of votes elected.

Section 3: Seating of New Directors

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

Section 4: Vacancies

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.

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

Section 5: Policy 

The Board of Directors is responsible for establishing procedure and formulating policy for the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained, reviewed annually, and revised as necessary.

Section 6: Management

The Board of Directors shall employ a President and shall fix the salary and other considerations of employment.

Section 6: 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. The Chamber shall maintain appropriate insurance for this purpose. 

Article V

Officers

Section 1: Determination of Officers

The Board of Directors at its regular January meeting shall reorganize for the coming year. At this meeting, the Board shall elect the President, Vice President, treasurer, and secretary as deemed necessary to conduct the activities of the Chamber. These officers and executive committee will be elected from members of the Board. All officers shall take office on the first day of the new fiscal year and serve for a term of two years. They shall be voting members of the Board of Drectors.

Section 2: Duties of Officers

1. 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 assign the Vice President to divisional or departmental responsibility, subject to Board approval. The President shall, with adVice and counsel of the Vice President, determine all committees, select all committee chairs, and assist in the selection of committee personnel, subject to approval of the Board of Directors.

The President shall be the chief administrative and executive officer. The Vice President shall serve as adviser to the President and Program of Work Committee on program planning and shall assemble information and data and prepare special reports as directed by the program of the Chamber.

The President shall be a member of the Board of Directors, the Executive Committee, and all other committees.

With assistance of the Vice President the President shall be responsible for administration of the program of work in accordance with the policies and regulations of the Board of Directors.

The President shall be responsible for hiring, discharging, directing, and supervising all employees.

With the cooperation of the Budget 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 with approved budget allocations.

1. Vice President. The duties of the Vice President shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the President and Board of Directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties. The Vice President shall exercise the powers and authority and perform the duties of the President in their absence or disability.

1. 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 Drectors. Checks are to be signed by the treasurer and the President or, in the absence of either or both, by any two officers. The treasurer shall prepare a monthly financial report to be made to the Board.

1. Secretary. The secretary shall be responsible for the monthly Board meeting agendas, meeting minutes, and electronic maintenance of all necessary attachments and records related hereto. The secretary shall Fulfill chamber correspondence on behalf of the President and the Board of Directors.

Section 3: Executive Committee

The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall be composed of the President, Vice President, treasurer, and secretary. The President will serve as chair of the Executive Committee.

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 7 of these bylaws.

Article VI

Committees and Divisions

Section 1: Appointment and Authority

The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairs. The President may appoint such ad hoc committees and their chair as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the President and shall serve concurrently with the term of the appointing President, unless a different term is approved by the Board of Directors.

It shall be the function of committees to make recommendations to the Board of Directors and carry out such activities as may be delegated to them by the Board.

Section 2: Limitation of Authority

No action by any member, committee, division, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it has been approved or ratified by the Board of Directors. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees.

Section 3: Testimony

Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chair or, in their absence, the individuals they designate as being familiar enough with the issue to give testimony, or make presentations before civic and governmental agencies.

Section 4: Division

The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations it deems advisable to handle the work of the Chamber. The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the Chamber unless approved by the Board of Directors.

Article VII

Finances

Section 1: Funds

All money paid to the Chamber shall be placed in a general operating fund. 

Section 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.

Section 3: Fiscal Year

The fiscal year of the Chamber shall close on October 31st.

Section 4: Budget

As soon as possible after the election of the new Board of Directors and officers, the Executive Committee (or Budget Committee if preferred) shall adopt the budget for the coming year and submit it to the Board of Directors for approval.

Section 5: Annual Audit

The accounts of the Chamber of Commerce shall be audited annually prior to the close of the current fiscal year by a public accountant. The audit shall at all times be available to members of the organization within the offices of the chamber.

Article VII

Dissolution

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 insure 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

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. Any proposed amendments or alterations shall be submitted to the Board in writing at least 7 days in advance of the meeting at which they are to be acted upon.

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

ADOPTED: December 9, 2022

AMENDED: June 30, 2009