ARTICLE I NAME

The name of this organization, incorporated under the laws of the State of New York, shall be The BRIARCLIFF MANOR CHAMBER OF COMMERCE, Inc. (“Chamber”).

ARTICLE II PURPOSE

Section 1. Purpose: The purpose of the Chamber shall be to promote a productive and positive local business environment through programs, cooperative partnerships, networking opportunities and legislative advocacy.

Section 2. Limitations: The Chamber shall observe all local, state and federal laws which apply to a nonprofit organization under Section 501(c)(6) of the Internal Revenue Code.
ARTICLE III MEMBERSHIP

Section 1. Eligibility: Any person, partnership, association or corporation having an interest in the purpose of the Chamber  shall be eligible to apply for membership.

Section 2. Admission: Applications for membership shall be in writing. Election of members shall be by vote of the Board of Directors.  Applicants elected shall become members upon payment of annual dues.

Section 3. Voting: Each member in good standing shall be entitled to cast one vote at all general membership meetings. .

Section 4. Membership Fees: Annual membership fees shall be determined and approved by the Board of Directors.   The Board may establish classes of membership and fees.  A member who has not timely paid the requisite fees shall  be considered delinquent, and written notice of such status shall be provided.

Section 5. Termination: Any member may resign from the Chamber upon written request to the Board of Directors.  Any member delinquent in dues after 90 days shall be terminated, unless extended for good cause.  Any member may be expelled by a majority of the Board of Directors for conduct unbecoming a member or prejudicial to the purpose or reputation of the Chamber, after notice and an opportunity to be heard.  Any fees paid in advance by any resigning, terminated or expelled member shall be forfeited.

Section 6. Meetings: The annual membership meeting of the Chamber shall be held during the month of November each year.  The time and place shall be fixed by the Board of Directors and notice shall be mailed or emailed to each member at least twenty (20) days prior to the meeting.  General meetings of the Chamber may be called by the President at any time, or upon petition of 10% of the members.  Notice of special meetings stating their purpose shall be mailed or emailed to each member at least five (5) days prior to the meeting.  Board meetings may be called by the President or by a majority of the entire Board of Directors, and at least two (2) days prior notice shall be given of said meetings.

Section 7: Quorums.  At least a majority of the Board shall be present to constitute a quorum for a meeting of the Board of Directors.  At a general meeting of the Chamber, members present at the meeting shall constitute a quorum.

ARTICLE IV BOARD OF DIRECTORS

Section 1. Government: The government and policy making responsibilities of the Chamber shall be vested in a Board of Directors of  7, 9, 11, 13 or 15 directors, which shall control its property, be responsible for its finances and direct its affairs.

Section 2. Election: Directors shall be elected at annual membership meetings for a term of two (2) years.  The Board of Directors may stagger the elections such that only one half of the directors are elected at a time.  Nominations shall be made prior to the election by means of a nominating committee.  The membership shall be notified of the nominees by mail or e-mail at least twenty (20) days prior to the annual election. Any fifteen (15) members of the Chamber may nominate one or more candidates for directors by submitting to the Board of Directors not later than fifteen (15) days prior to the election a written petition signed by such members containing the nominations; such nominations shall be included in the ballot sent to the members, subject to the nominating committee’s review of the legality of the petition, which review shall be final.  Members may vote either in person or by mail, e-mail or proxy.   The nominees who receive the highest number of votes shall be declared elected.

Section 3. Vacancies: Any vacancies in the Board of Directors shall be filled by a vote of the Board of Directors.

Section 5. Resignation: Absence from fifty percent (50%) of the regularly scheduled Board meetings during a calendar year shall constitute an automatic resignation from the Board, unless the member was confined by illness or other absence approved by a majority vote of the Board.   Absence from three (3) consecutive meetings may serve as grounds for dismissal from the Board.

ARTICLE V OFFICERS

Section 1. Election: The officers will consist of a President (who also shall be the Chairperson of the Board of Directors),   Vice President or Co- Vice Presidents, Treasurer and Secretary.  Only members of the Board of Directors shall vote for officers.

Section 2. Terms of Office: The term for officers shall be two (2) calendar years.

Section 3. President: The President shall preside at all meetings of the Chamber and Board of Directors. The  President  shall perform all duties incident to the office.  The President shall be responsible for the preparation and submission of an operating budget covering all activities of the Chamber to the Board of Directors for its approval.  The President shall have no vote on the Board of Directors except to break a tie vote.

Section 4. Vice President. : The Vice President or Co-Vice Presidents shall discharge such duties as may be assigned by the President.

Section 5. Secretary: The Secretary shall cause to be prepared notices, agendas of meetings and minutes of the meetings of the Board.

Section 6. Treasurer: The Treasurer shall be responsible for safeguarding all funds received by the Chamber and for their proper disbursement.  Such funds shall be deposited or invested in a manner approved by the Board.  Checks over the amount of $75.00 shall be signed by the Treasurer and one other officer.  The Treasurer shall make a monthly financial report to the Board and provide an annual financial summary at the annual membership meeting.

Section 7. Vacancies on the Board of Directors or among the officers shall be filled by the Board of Directors.

Section 8.  Indemnification.  The Chamber, by resolution of the Board of Directors, may provide for indemnification of any and all current or former officers or directors of any expenses reasonably incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made a party by reason of their aforesaid positions, to the fullest extent permitted by law.

ARTICLE VI COMMITTEES

Section 1:  Appointment and Authority.  The President, with the approval of the Board of Directors, shall appoint all committees and committee chairpersons.  The President may appoint such ad hoc committees as necessary to carry out the program of the Chamber.  Committee appointments shall be at the will of the President and shall serve concurrent with the term of the appointing President, unless a different term is approved by the Board of Directors.

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 shall have been approved or ratified by the Board of Directors.
ARTICLE VII FINANCES

Section 1. Budget:  As soon as possible after the annual election, a proposed budget for the coming year shall be submitted

to the Board of Directors for their approval. Upon approval of the budget, accounts and expenses provided for in the budget

maybe disbursed without additional approval of the Board of Directors.  Disbursements shall be by check (including electronic) or credit card.

Section 2:  Administrative Staff.  The hiring of any administrative staff, and any terms of employment,  shall be approved by the Board of Directors.

Section 3:  Audit.  The accounts of the Chamber shall be audited upon the request of the Board of Directors or as required by law, and the audit shall be available to members of the organization within the offices of the Chamber.

Section 4:  Fiscal Year.  The fiscal year will end the 31st day of December.

ARTICLE VIII PARLIAMENTARY PROCEDURES

The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of ROBERTS RULES OF ORDER.
ARTICLE IX AMENDMENTS

These By-Laws may be amended or altered by a two-thirds vote of the Board of Directors or a majority of those present at a regular or special meeting of the Chamber, providing the notice for the meeting includes the proposals for amendments.  Any proposed amendments or alterations shall be submitted to the Board or members in writing at least fifteen (15) business days in advance of the meeting in which they are to be acted upon.
ARTICLE XIV DISSOLUTION

In the event of dissolution of the Organization, any funds remaining shall 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:   August 31, 2010