DBA

THE PEARL RIVER CHAMBER OF COMMERCE

ARTICLE I – ORGANIZATION

The name of this organization shall be ‘THE PEARL RIVER BOARD OF TRADE, INC.”, d.b.a. “THE PEARL RIVER CHAMBER OF COMMERCE”. The organization shall hereinafter be referred to as “The Chamber”.

ARTICLE II – PURPOSE

The Chamber is a not-for-profit corporation for the benefit of the Pearl River community and the enhancement of its business climate, prosperity and attractiveness. The purpose of the organization shall be to promote the economic, civic, and social welfare of its members, as well as the citizens of Pearl River.

ARTICLE III – MEMBERSHIP

Section One — Eligibility

Any household, association, firm, partnership, or corporation having an interest in the objectives of the chamber shall be eligible to apply for membership.

Section Two — Membership Acceptance

Applications for membership shall be in writing, or submitted on-line, on forms provided for the purpose, and signed by the applicant. Acceptance of new members shall be by the Board of Directors at the next meeting thereof. The Board of Directors may establish additional criteria for membership, including a schedule of dues, and any waivers thereof, as well as procedural requirements for prospective members, unless otherwise proscribed by law, the Certificate of Incorporation and/or these By-Laws.

Section Three — Classes of Members

Voting members shall consist of one individual who is deemed so by the member (resident) household, or organization such as an association, firm, partnership, or corporation they represent. The member (resident household or organization) shall pay dues prescribed by the Board of Directors, and thereafter their representative shall be entitled to vote, to hold office, to serve on any standing or special committees, to attend all regular or special meetings and to have the privileges of the floor at such meetings, and to participate in any activity of the Chamber and the organization may display the emblem of the Chamber.

Associate members shall consist of individuals who are not deemed a voting member by the household, association, firm, partnership, or corporation they represent. Paid employees of the Pearl River Chamber of Commerce may have associate membership, but cannot be voting members of the Chamber. The member shall pay dues as prescribed by the Board of Directors and thereafter their representative shall have such rights and privileges as other members of the Chamber except that such members shall not be entitled to vote, hold any office, or hold the chairmanship of standing or special committees.

Honorary membership may be conferred by the Board of Directors or by two-thirds vote of the general membership at any regular or special meeting, upon distinguished persons in recognition of notable service. An honorary member shall have all the privileges of associate members, and shall be exempt from the payment of dues.

Section Four — Resignation

Any member may withdraw or resign from the Chamber upon written request to the Board of Directors. There shall be no refund of dues to a member who withdraws or resigns. The death of a member shall cancel their membership.

Section Five — Termination of Membership

Any member may be expelled by a two-thirds (2/3) vote of the Board of Directors for non- payment of dues, but no sooner than 30 days following the establishment of delinquency, and provided they, had been billed, by mail or electronic mail, not less than twice.

Any member may be expelled for conduct detrimental to the Chamber by a two-thirds (2/3) vote of the general membership only if first the motion to expel has been recommended and approved by a two-thirds (2/3) vote of the Board of Directors.

Section Six — Transferability of Membership

Membership in the Chamber is not transferable, however, voting representatives may be changed by notice to the Board of Directors. The sale or transfer of ownership of an entity shall terminate the membership of such entity.

Section Seven — Dues

The dues of this organization shall be payable on the second day of March each year. A member shall be considered delinquent if dues have not been paid before the second day of May of that fiscal year, and such delinquent members shall not be permitted to cast a vote on any matters.

ARTICLE IV – GENERAL MEMBERSHIP MEETING

Section One — Quorum

Ten members in good standing, and at least 3 elected officers or Directors of The Chamber shall constitute a quorum of the Chamber.

Section Two — Meetings

Regular meetings of this organization shall be held on a Wednesday between the 1st and 15 day of every month of the year except the months of August and December. The annual membership meeting of this organization shall be held on the second Wednesday of February. Committee Meetings may be called at any time by the President or the committee chairperson.

All meetings of the general membership shall be chaired and presided over by the president. In the absence of the president, the vice president shall act in place of the president. In the absence of the vice president and president, the secretary shall act in their place. In the

absence of the president, vice president and secretary, the treasurer shall act in their place. In the absence of these officers, attending members in this meeting shall elect a presiding chairperson solely for the current meeting.

Section Three — Special Meeting

Upon written petition of ten percent (10%) or more of the voting members, the President shall call a special meeting of all members to be held within 14 days of the President receiving such petition. Notice of such a meeting must be made by phone or electronic mail no later than 10 days before the meeting is to take place. The topic of the meeting must be referred to in the request and notification and no other business is allowed in a special meeting. The Board of Directors may also call a special meeting of the membership by majority vote of the board.

Section Four – Notification

A notice telling the time and place of any meeting shall be sent to each member. Notices of special meeting may be by phone call or electronic mail. Notification and topic should also be posted to the website.

Section Five — Order of Business

At meetings of the Chamber, the order of business, shall be as follows:

Call to Order

Introduction/Attendance (Called by Name/Business to establish Quorum)

Reading of the Minutes of the Last Meeting and Approval/Corrections

Report of the President Report of the Treasurer Report of the Secretary Report of Committees

Election of Officers and Board (At February Meeting)

Program (Invited Guests)

Old Business

New Business

Good and Welfare

Next Meeting Date and Location

Adjournment

ARTICLE V – OFFICERS, DIRECTORS AND THEIR DUTIES

Section One — Officers

The officers of this chamber shall be a President, Vice-President, Secretary, Treasurer, and nine (9) Directors. No individual may hold two offices concurrently. There shall be no limits imposed as to the number of terms that may be served.

Term of office: The President, Vice-President, Secretary and Treasurer shall serve one-year terms. Terms commence on March 1st following the February election.

Nominees for officer positions and sitting officers may not be current officers of another Chamber of Commerce. Each Nominee for office must be a member in good standing for one year as of the date of election.

Section Two — President

The President shall preside at all meetings of the Chamber and the Board of Directors. He/she shall, subject to the approval of the Board of Directors, appoint all committee chairpersons, and he/she shall be an ex-officio member of all committees.

Section Three — Vice-President

The Vice-President shall act in the absence of the President and shall also act as parliamentarian, chair the Membership committee, become familiar with current resolutions and policies, and be ex-officio member of all committees.

Section Four — Secretary

The Secretary shall keep the minutes at all meetings of the Chamber. He/she shall attend to the giving and serving of all notices for the Chamber, and shall be responsible for mailing notices concerning regular and special meetings. The secretary supervises the communications (phone, mail, email, web, social media) recorded or released by the paid chamber assistant if one is currently employed. Responsible for review and editing of draft minutes that will be sent to the membership at least one week before the meeting at which they will be voted on. Will ensure posting of final approved minutes and resolutions to chamber web page. The secretary is responsible to maintain a book of all resolutions and minutes of board and general meetings and bring it to all board and general membership meetings.

Section Five — Treasurer

The Treasurer shall receive and disburse the funds of the Chamber and keep all monies deposited in its name. Shall provide a quarterly financial report that includes cash and income expense statements at general membership meetings. The Treasurer assures that all Local, State and Federal reports are submitted in a timely way.

Section Six — Directors

The Directors shall assist in the governance of the Chamber and direct its work. The Board of Directors with the elected officers are responsible for establishing procedure and formulating policy of the Chamber. The Directors shall serve a two-year term. Nominees or sitting members of the Board of Directors may not be current officers of another Chamber of Commerce

Directors (commencing with the February 2014 elections) must either:

A. Reside in Pearl River, New York 10965 Or
B. Own a business physically located in Pearl River, New York 10965 Or
C. Two years membership in the Chamber of Commerce before being elected to the Board of Directors

Section Seven – Removal of Directors and Officers

Any Officer or Director may be removed for cause by vote of two-thirds of the members of the Chamber present at any regular or special meeting provided that notice of the proposed removal, and the reasons for this, are given with notice of such meeting. The subject of the removal vote shall have the opportunity to speak on their own behalf prior to the vote for removal.

Section Eight – Filling of a Removed, Resigned or Vacated Director Position

The President can nominate a person to be a Director, who shall become a Director after a majority vote of the Board of Directors approves (e-mail vote allowed). The term will expire as of the following annual election.

Section Nine – Board of Director’s Meetings

Regular meetings of the Board of Directors shall be held at least two weeks before the May and November general membership meetings; at the first meeting of the newly elected Board, the dates of the Board meetings for the year shall be selected. However, the Board of Directors, by organized vote or at the President’s discretion, may therefore opt to change the date of any Board of Director’s Meeting provided that at least two weeks prior notice (e-mail or phone or mail) is given to all Board members. The Secretary shall send a list of meeting dates to all Board members and the membership. Additional meetings can be called by the President or a majority of Directors on at least two weeks notice (by e-mail or phone or mail).

Whenever a Board decision is required due to an urgent matter and a Board meeting cannot be scheduled to meet in person an electronic proposed vote can take place on the urgent matter unless ONE of those Board members voting indicate the topic be tabled and addressed at a scheduled Board meeting. However for a vote to be valid it must be in the context of an electronic mail meeting, thus a quorum of ballots, seven (7), must be returned.

Section Ten: Board of Director Voting

The voting members of the Board of Directors include: The President, Vice-President, Treasurer, Secretary and the nine directors.

ARTICLE VI – NOMINATIONS AND ELECTIONS

Section One — Election of Officers

The annual elections shall be held during the annual membership meeting on the second Wednesday of February. The voting members shall elect the President, Vice-President, Secretary, Treasurer and nine (9) Directors.

Section Two — Nominating Committee

By November 1st, the President shall appoint a Nominating Committee of three voting members or more, along with a chairperson of such Nominating Committee. The Nominating committee will post notices by December 1st describing open positions and requesting nominees. The nominating committee will send written requests (email and/or mail) to all current officers and board members to ascertain if they wish to be placed in nomination for their current, or other, positions.

The committee shall submit a report of nominees to the Secretary for inclusion in the January meeting notice. At such January meeting, the Committee shall place in nomination the names of one or more candidates for each of the offices, and accept additional nominations from the floor. By 10 days thereafter, members of the Nominating Committee shall confirm the names of all nominees who agree to serve if elected. A full slate of candidates shall be sent to all members at least two weeks prior to the February meeting.

Section Three — Voting

Only members deemed voting members may cast a ballot. Members wishing to vote must be present. No proxy votes or absentee ballots are permitted. The Secretary shall record the voting members present and advise the general membership of that number. The Secretary shall provide to all voting members a complete slate of candidates prior to any vote. The vote shall be by secret ballot. The ballots are prepared by the Nominating Committee. In the case of only one person being nominated for each available position of a complete slate of candidates there is no need for a secret ballot election. The February election will consist of a voice vote of only those attending authorized voting members approving the complete slate of candidates.

Section Four — Judges of Elections

The Nominating Committee shall supervise the election including counting of the ballots. The Nominating Committee shall act as Judges of the election. They shall have complete supervision of the election. The judges shall count all ballots, and report the results of the election immediately to the general membership.

In case an individual is elected for more than one position he or she shall choose one to serve. The next individual with the highest vote shall be deemed the winner of the position not chosen.

ARTICLE VII – COMMITTEES

Section One — Appointment and Authority

The President shall appoint committee chairpersons as needed. The committee chairperson shall in turn, with full authority, select the members of their committee from the general membership of the Chamber. The terms of all committee members and chairs end when term of the appointing President ends. The President and Vice-President shall be ex-officio member of all committees.

Section Two — Standing Committees

Standing committees shall include the Pearl River Day, Finance Committee, Membership Committee, Communications Committee, Government Relations Committee, Technology Committee, Promotions and Events Committee.

Section Three — Additional Committees

The President may form such additional standing committees as deemed necessary to carry out the work of the Chamber as long as approved by the Board of Directors. The chair of the committee shall discharge the committee when their work has been completed and their reports accepted, or when, by simple majority vote of the Board of Directors, it is deemed wise to discontinue the committee.

Section Four – Ad-Hoc Committees

The President may form Ad-Hoc committees to meet short-term needs. Ad-Hoc committees may serve for up to four months.

ARTICLE VIII – AMENDMENTS

Section One — Preparing Amendments

Any member wishing to propose a By-Law amendment or repeal shall prepare it as a motion.

Section Two — Procedure for Amending the By-Laws

New By-Laws may be adopted or these By-Laws may be amended or repealed by a 60 percent majority vote of its Members in good standing in attendance at a general meeting, or a special meeting called for this purpose. The process to accomplish the adoption, amendment, or repeal of a By-Law will be as follows:

A motion will be made at a regular general membership meeting of the Chamber.

The motion must be seconded.

There will be discussion on the motion.

The motion will then be tabled until the next general membership meeting of the Chamber. Notice of the proposed changes will be made to the entire Chamber membership prior to or together with notice of the next meeting.

At the next general membership meeting of the Chamber, the motion will be reread under Old Business, discussed, and a vote will be taken.

ARTICLE IX – PARLIAMENTARY RULES

Deliberations of this corporation, both when meeting as a body and during meetings of the Board of Directors or any committee, shall be governed by the latest revision of Robert’s Rules of Order when such rules are not inconsistent with the by-laws of the Chamber.

The first Board of Directors meeting after an election to include a meeting agenda item that each Officer and Director be given a copy of the Robert’s Rules of Order and a review of it take place.

ARTICLE X – FINANCES

Section One: The revenue of this Chamber shall be derived from annual membership dues and from other such sources as may also be adopted and approved by the Board of Directors

Section Two: By April 1st the Finance committee shall propose a budget for the following fiscal year and submit it to the Board of Directors for approval.

Section Three: The fiscal year of the Chamber shall be From July 1st through June 30th.

Section Four: A change in the annual dues shall be recommended by the Board of Directors and approved by two-thirds vote of members present at any general membership meeting.

Section Five: Any member elected to membership after the expiration of nine months of the fiscal year shall not be required to pay dues for that year provided said member pays the full dues for the following fiscal year.

Section Six: The accounts of the Chamber shall be examined annually by a Certified Public Accountant and the Board of Directors, as of the close of business June 30th and will share it’s findings at the September general membership meeting. Upon approval, the annual financial report shall be available to all members of the Chamber.

Section Seven: Upon approval of the budget, the Treasurer may authorize disbursements on accounts and expenses not in excess of $500.00 per transaction from the Chamber accounts, provided for in the budget without additional approval of the Board. The President may authorize disbursements on accounts and expenses not in excess of $1,000.00 per transaction from the Chamber accounts, provided for in the budget without additional approval of the Board.
Disbursements shall be made by check.

The Board of Directors may authorize disbursements on accounts and expenses not in excess of $3,000.00 per transaction from the Chamber accounts. The Board of Directors may authorize such disbursement or expense by an electronic vote involving all Directors, recorded by the Secretary. Authorization of disbursements and expenses in excess of $3,000.00 per transaction will require a majority vote in a general membership meeting.

Section Eight: Donations to other organizations than the Pearl River Chamber of Commerce must be approved by a sixty percent majority in a general membership meeting. Donations of
$500.00 or more must receive a 2/3s approval by the Board of Directors.

Section Nine: The Board of Directors must approve the banks in which any Chamber of Commerce funds are deposited. Accounts are limited to checking, money market, certificates of deposit or savings accounts. The Board of Directors must approve the signatories on any Chamber of Commerce accounts. There are not to be any investments or loans given to any individual or organization. Chamber funds must be protected in FDIC (Federal Deposit Insurance Corporation) approved banks.

Section Ten: All bank accounts of the Chamber require two signatories, at least one of which must be an officer.

ARTICLE XI – CONFLICT OF INTEREST

Section One: Definition

A conflict of interest exists when a matter to be acted upon by the Board of Directors confers a direct, substantial benefit to any Officer or Director of the Board, or business or agency from which such an Officer or Director derives an income or has authority in governance.

Section 2: Abstention

An Officer or Director shall abstain from voting or attempting to influence the vote on any matter before the Board that places him or her in a conflict of interest.

Section 3: Disclosure

An Officer or Director shall disclose the conflict or potential conflict as soon as he/she recognizes the conflict. If self-disclosure is not revealed, the Board President or any member of the Board of Directors can, prior to voting on a specific matter in which a potential conflict of interest exists, inquire whether any member of the Board desires to abstain from voting because of a conflict of interest. If no conflict of interest is disclosed but the President or any other member of the Board states the opinion that such a conflict exists and the challenged Board member refuses to abstain from the deliberations or voting as requested, the President shall immediately call for a vote of the Directors to determine whether the challenged Officer or Director is in a conflict of interest. If a majority of the Directors present vote to require the abstention of the challenged Officer or Director, that Officer or Director shall not be permitted to vote.

ARTICLE XII – INDEMNIFICATION OF DIRECTORS, OFFICERS & EMPLOYEES

Section One: Insurance

The Chamber is required to purchase Directors and Officers (“D&O”) liability insurance. To the extent permitted by law, such insurance shall insure the Chamber for any obligation it incurs as a result of this Article, or operation of law, and it may insure directly the Directors, Officers, employees or volunteers of the Chamber for liabilities against which they are not entitled to indemnification under this Article, as well as for liabilities against which they are entitled or permitted to be indemnified by the Chamber.

(By-laws approved by the General Membership on September 11, 2013; Article VI, Section Three amended February 12, 2014; Article V, Section Nine amended September 10, 2014)