Snow Hill Area Chamber of Commerce
P.O. Box 176
Snow Hill, MD 21863
(410)632-0809

Snow Hill Area Chamber of Commerce Bylaws

 

 

ARTICLE I – GENERAL

 

Section 1. Name:

The name of the organization shall be the Snow Hill Area Chamber of Commerce.

 

Section 2. Mission:

“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:

           

            1.   Encourage business and community prosperity by promoting economic programs  

                   designed to strengthen the financial opportunities for all businesses within the Snow  

                   Hill area.

           

            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.

           

            3.   Identify and overcome obstacles that are detrimental to the business climate and        

                    community growth.

           

            4.   Support civic, social and cultural programs designed to increase the functional and     

                    aesthetic 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.

 

Section 4. Limitation:

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

 

 

Section 1. Eligibility:

Any reputable person, sole-proprietor, association, corporation, partnership or estate shall be eligible for membership in the Snow Hill Area Chamber of Commerce.

 

Section 2. Application:

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.

 

Section 3. Election:

Applicants for membership shall be presented to the Board of Directors by the President for approval.

 

Section 4. Investment:

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.

 

Section 5. Individual:

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.

 

Section 6. Associations:

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.

 

Section 8. Termination:

 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.

 

Section 9. Reinstatement:

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 membership meetings:

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

 

Section 2. Additional:

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 residence address.

Committee meetings may be called by the President, or by the committee’s chairperson.

 

Section 3. Quorums: 

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 quorum.

 

Section 4. Notice, Agenda, Minutes:

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 approval.

 

 

 

 

 

ARTICLE IV – ELECTIONS

 

Section 1. Selection:

 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

 

Section 2. Election:

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 alphabetical order

 

Section 3. Seating:

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

 

 

Section 1. Composition:

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.

 

Section 3. Vacancies:

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.

 

Section 5. Management:

The Board may employ an Executive Director and shall fix the salary and other considerations of employment.

 

Section 6. Indemnification:

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 misconduct.

 

 

 

 

 

ARTICLE VI – OFFICERS

 

Section 1. 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 and Officers:

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 personnel.

 

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 general duties.

 

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 Board.

 

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.

 

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, 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.

 

Section 4. Indemnification:

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

 

 

Section 1. 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.

 

Section 2. 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.

 

Section 3. Testimony:

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.

 

Section 2. Disbursement:

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 Year:

 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 Audit:

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

 

Section 1. Parliamentary Authority:

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

 

Section 1. Revision:

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 decided.