Snow Hill Area Chamber of Commerce
ARTICLE I – GENERAL
Section 1. Name:
The name of the organization shall be the Snow Hill Area
Chamber of Commerce.
“The mission of the Snow Hill Area Chamber of Commerce is to
advance and promote the economic environment for business, and to advocate
responsive government and quality education, while preserving the Snow Hill
area’s unique community characteristics.”
To accomplish this mission, the Snow Hill Area Chamber of
Commerce shall adhere to these guidelines:
business and community prosperity by promoting economic programs
to strengthen the financial opportunities for all businesses within the Snow
2. Serve as an effective non-partisan,
non-sectarian voice for business on legislative,
business, social, governmental
and community issues affecting the Snow Hill area.
and overcome obstacles that are detrimental to the business climate and
civic, social and cultural programs designed to increase the functional and
values of the community.
5. Promote lifelong learning.
Section 3. Office:
The Snow Hill Area Chamber of Commerce is incorporated under
the laws of State of Maryland and its principal office shall be at such place
in the Snow Hill area as may be designated by the Board of Directors.
The Snow Hill Area Chamber of Commerce shall observe all
local, state, and federal laws which may apply to a non-profit organization as
defined in section 501 © (6) of the Internal Revenue Code.
Section 5. Seal:
The Snow Hill Area Chamber of Commerce may have a seal of
such design as the Board of Directors may adopt. The seal shall be in the
custody of the secretary.
ARTICLE II – MEMBERSHIP
Any reputable person, sole-proprietor, association,
corporation, partnership or estate shall be eligible for membership in the Snow
Hill Area Chamber of Commerce.
Each applicant shall make written application to the
President in such form and manner as may be prescribed from time to time by the
Board of Directors.
Applicants for membership shall be presented to the Board of
Directors by the President for approval.
Annual membership investment shall be at the rates or
formula as may be from time to time prescribed by the Board of Directors
payable in advance or in such other installments or for such other periods as
the Board may from time to time determine.
Any person not engaged in a business within the Snow Hill
area or who is interested in the Snow Hill Area’s community affairs shall be
eligible for individual membership in the Chamber.
Any association, club or non-profit organization that is
interested in Snow Hill area’s community and/or commercial development shall be
eligible for membership in the Chamber.
Section 7. Voting:
Each member, individual, associate, life or honorary shall
be entitled to one vote. A firm or corporation may designate by notice the
persons entitled to cast the votes in their behalf.
Any member may resign
from the Chamber upon written request to the Board of Directors; however, such
resignation shall not relieve a member from any arrearage of membership
investments, subscriptions or their indebtedness to the Chamber. Any member may be expelled by a two-thirds
vote of the Executive Committee at a regularly scheduled meeting thereof for
conduct prejudicial to the aims or reputation of the Chamber; after notice and
opportunity for a hearing before the Executive Committee; and a majority vote
of the Board of Directors upon recommendation from the Executive Committee.
The Board of Directors may reinstate any former member of
the Chamber upon terms and conditions as it may deem fit.
ARTICLE III – MEETINGS
Section 1. Annual:
The annual meeting of the Chamber shall be held at such time
and place as determined by the Board of Directors.
Section 2. Monthly
Meetings shall be held monthly with exceptions as deemed
necessary by the Board of Directors.
There shall be at least ten (10) meetings per year. The time and place of such shall be furnished
to all members
The Executive Committee shall hold regular meetings at the
discretion of the President.
The Board of Directors shall hold regular meetings at such
times as the Directors shall decide, and may by majority vote provide that
regular meetings shall be held more often. Special meetings of the Board may be
called by the President at his/her discretion and shall be called at the
request of not less than three directors, upon twenty four hour notice, served
personally or by telephone, or mailed to each director at his/her business or
Committee meetings may be called by the President, or by the
Ten percent (10%) of the eligible voting membership shall
constitute a quorum at any regular or special meeting of the Chamber.
At all meetings of the Board of Directors, at least fifty
percent (50%) of the members of the Board of directors shall constitute a
Section 4. Notice,
Written notice of all Chamber meetings must be given at
least three (3) days in advance unless otherwise stated. In cases of emergency,
of which the President shall be the judge, special meetings may be held on
twenty-four (24) hours’ notice. Chamber members are entitled to a copy of the
Board of Directors meeting minutes after the minutes have received Board
ARTICLE IV – ELECTIONS
At the September
membership meeting, the President shall appoint a Nominating Committee of four
(4) or more members of the Chamber. The composition of the Nominating Committee
shall include at least one past President who will serve as the committee chairperson.
The committee shall present to the Board at its meeting in October, a slate of
candidates to replace officers whose regular terms are expiring. Each candidate
must be an active member in good standing and must have agreed to accept the
responsibility of the office. No Board member who has served two consecutive
three-year terms is eligible for election for a third term. A period of one
year must lapse before eligibility is restored. This requirement may be waived
by a majority vote of the Board of Directors. In addition, members of the
Chamber may make nominations for directors and officers from the floor
The Executive Director will prepare a ballot, if necessary,
including all nominations. The Election shall be conducted at the regular
November meeting. The names of all candidates shall be arranged on a ballot, in
All newly elected Board members and officers shall be
installed and seated at the January meeting. Retiring officers and directors
shall continue to serve until the January meeting.
ARTICLE V - BOARD OF DIRECTORS
The Board shall be composed of the President, Vice
President, Sectary, Treasurer, the immediate past President, and 4 elected
directors. The elected directors shall be elected annually to serve three (3)
years, or until their successors are elected and have qualified. The government
and policy-making responsibility 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. Powers:
The Board of Directors shall manage the property and affairs
of the Chamber and shall carry out its commercial, industrial, public, legislative
and financial policies. Without in any way limiting the generality of the
foregoing the Board of Directors shall have power to acquire and dispose of
property, to appoint such officers as agents of the Chamber as it shall deem
advisable, to fix the compensation of the employees of the Chamber and in its
discretion to require security of any of them for the faithful performance of
their duties, to create such committees, including an Executive Committee, and
to designate as member of such committees such persons as it shall determine,
and to confer upon such committees such powers, authority and duties as it may
deem advisable and generally to do any and every lawful objects of the Chamber.
The Board may create, or authorize the creation of such divisions, councils or
affiliate either within the Chamber or consisting or made up in part of other
organizations or persons not members of the Chamber, for such purposes not
inconsistent with the purposes of the Chamber and upon such terms and
conditions as the Board may determine.
A member of the Board who shall be absent from three (3)
consecutive regular meetings of the Board may be dropped from membership on the
Board, unless confirmed by illness or other absence approved by a majority vote
of those voting among officers, shall be filled by the Board by a majority vote
and shall be for the unexpired term of that particular vacancy.
Section 4. Policy:
The Board is responsible for establishing procedure, and
formulating policy of the organization. They are also responsible for adopting
all policies, and position statements of the organization. These policies shall
be maintained in a Policy Manual, to review annually and revised as necessary.
The Board may employ an Executive Director and shall fix the
salary and other considerations of employment.
The Chamber may, by resolution of the Board, provide for
indemnification by the Chamber of any and all of the Directors or former
Directors against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit, or proceeding, in which they
or any of them are made parties, or a party, by reason of having been Directors
of the Chamber, except in relation to matters as to which director shall be
judged in such action, suit, or proceeding to be liable for negligence or
misconduct in performance of duty and to such matters as shall be settled by
agreement predicted on this existence of much liability of negligence or
ARTICLE VI – OFFICERS
Officers, Appointment, Term:
The officers of the Chamber shall be the President, Vice
President, Secretary, Treasurer, the immediate Past President, and such other
officers as the Board shall determine. All officers shall hold office until the
end of the fiscal year or until their successors are elected or appointed.
Vacancies in any of the fore mentioned offices shall be recommended by the
Executive Committee and approved by the Board of Directors.
Section 2. Duties
The President shall serve as the chief elected
officer of the Chamber and shall preside at all meetings of membership, Board
of Directors and Executive Committee. He/She shall, at the annual meeting of
the Chamber, and at such other times as he shall deem proper, communicate to
the Chamber and to the Board of Directors such matters and make such
suggestions as may tend to promote the prosperity and increase the usefulness
of the Chamber. The President shall, with the advice and counsel of the
Executive Director, assign the Vice President the areas of responsibility,
subject to Board of Directors approval. The President shall, with the advice
and counsel of the Vice-President and the Executive Director, determine all
committees, select all committee leaders, and assist in selection of committee
The Vice President shall exercise the powers and
authority and perform the duties of the President in the absence or disability
of the President determining that the program activities of the Chamber are of
such duration as is required, at all times being alert to assure that the
activities of the Chamber are directed toward achieving business and community
needs and Chamber objectives in the area served by the Chamber. The duties of the Vice-President shall be
such as the title by general usage would indicate, and such as required by law,
as well as those that may be assigned by the President and Board. They will
also have under their immediate jurisdiction all committees pertaining to their
The Treasurer shall be responsible for the
safe-guarding 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. Checks are to be signed by the
Treasurer and the President or in the absence of either or both, by any two (2)
officers. The Treasurer shall give a monthly Financial Report to be made to the
The Executive Director shall be the Chief
Administrator and Executive Officer, and shall serve at the pleasure of the
Board of Directors. The Executive Director shall serve as secretary to the
Board of Directors, and cause to be prepared notices, agendas, and minutes of
meetings to the Board. The Executive Director shall serve as advisor to the
President, and shall assemble information and data and cause to be prepared for
special reports as directed. The Executive Director shall be a non-voting
member of the Board and all committees, including the Executive Committee of
which he/she shall serve as Secretary
All officers serve at the pleasure of the Board of
Directors. An officer determined to be failing to discharge duties with due
diligence may have his/her appointment revoked by two-thirds of the Board
present and voting in a quorum session pursuant to Article III, Section 3.
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, immediate
past President, Vice President, Treasurer, Secretary, the Executive Director
serving as the Secretary and such other members as the Board of Directors may
determine. The President shall serve as head of the Executive Committee. The
Executive Committee shall keep regular minutes of its proceedings and report
same to the Board of Directors.
The Chamber may, by resolution of the Board, provide for
indemnification by the Chamber of any and all of its officers or former
officers as spelled out in Article V, Section 6 of these By-laws.
ARTICLE VII – COMMITTEES
Appointment and Authority:
The President, by and with the approval of the Board of
Directors, shall appoint all committee leaders. The President may appoint such
ad hoc committees and their leaders 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 concurrent with the term of the
appointing President, unless the Board approves a different term. It shall be
the function of committees to make investigations, conduct studies and
hearings, make recommendations to the Board and to carry on such activities as
may be delegated to them by the Board.
Limitation of Authority:
No action by any member, committee, employee, Director or
Officer shall be binding upon, or constitute an expression of the policy of the
Chamber until it shall have been approved or ratified by the Board. Ad Hoc
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, it
is deemed wise to discontinue the Ad Hoc committee.
Once committee action has been approved by the Board, it
shall be incumbent upon the committee leaders, or, in their absence, which they
designate as being familiar enough with the issue to give testimony to or make
presentation before civic and government agencies.
ARTICLE VIII - FINANCE
Section 1. Funds:
All money paid to the Chamber shall be accounted for by way
of monthly accounting and budget forms.
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.
Section 3. Fiscal
The fiscal year of
the Chamber shall be the calendar year.
Section 4. Budget:
As soon as possible after election of the new Board of
Directors and Officers, the Executive Committee shall adopt the budget for the
coming year and submit it to the Board of Directors for approval.
Section 5. Annual
The accounts of the Chamber of Commerce shall be audited
annually as of the close of business on December 31st in a manner
determined by the Board of Directors.
Section 6. Bonding:
The President and such other officers and staff as the Board
of Directors may designate may be bonded by a sufficient fidelity bond in the
amount set by the Board and paid for by the Chamber.
ARTICLE VIIII – DISSOLUTION
Section 1. Procedure:
The Chamber shall use its funds only to accomplish the
objectives and purpose specified in these By-laws and no part of said funds
shall 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
organization to be selected by the Board of Directors.
ARTICLE X - PROCEEDINGS
The concurrent edition of Robert’s Rules of Order shall be
the final source of authority in all questions of parliamentary procedure when
such rules are not inconsistent with the Charter or By-laws of the Chamber.
ARTICLE XI - AMENDMENTS
The By-laws may be amended or altered by a majority vote of
the members present at any regular or special meeting, providing the notice of
the meeting includes the proposals for amendment; or by a majority vote of the
members voting in response to a mailed ballot provided a quorum return is
received. Any proposed amendments or alterations shall be submitted to the
Board or the members in writing, at least ten (10) days in advance of the
meeting at which, or date of ballot mailing on which, the amendments are to be