BY-LAWS OF POTSDAM CHAMBER OF COMMERCE, INC.
MEMBERSHIP AND DUES
Section 1. Following written application, the applicant shall be approved by the Board of Directors at any meeting thereof. Promptly upon notification of election, the applicant shall pay the membership dues hereinafter prescribed and shall be a member upon receipt of the dues by the Chamber.
Section 2. Any person or party eligible for membership may acquire more than one membership by virtue of conducting more than one trade or business in the Town of Potsdam; provided payment is made of the dues for each such trade or business. Each such person or party shall designate one individual, for whom the privileges of each such membership shall be exercised. Any person or party holding memberships shall have the right at any time to change its representatives on written notice to the President of the Chamber of Commerce.
Section 3. Distinction in public affairs shall confer eligibility to honorary membership. Honorary membership shall include all the privileges of active membership except that of holding office and voting. Election of any person to honorary membership shall be made by the Board of Directors.
Section 4. The death, resignation, or expulsion of a member shall terminate his membership. Expulsion of any member may be made by the affirmative vote of two thirds of the whole number of members of the Board of Directors (exclusive of the member under consideration if he be a director) for cause or overt action in opposition to the purposes and proper functioning of the Chamber. The termination of membership shall forfeit all and any rights of the member to any and all assets of the Chamber, or any part thereof, including dues and assessments theretofore paid by the member. Resignations of any member in good standing shall be in writing and accompanied by full payment of all dues and assessments accrued to the effective date of the resignation.
Section 5. The Board of Directors shall designate the fee structure for memberships and establish the amount of dues for the ensuing year. Should the Board of Directors not do this, the dues schedule in effect during the previous year shall remain in effect unless changed at a subsequent meeting of the Board of Director.
Section 6. No member shall be entitled to the privileges of membership while delinquent in the payment of any dues or assessments. If any member fails to pay his dues or assessments within 30 days after the same are payable, they are deemed to be delinquent. The Treasurer shall forward to the member a second notice. If the member fails to pay such dues or assessments within thirty (30) days of the mailing of this second notice, the Treasurer shall report the fact to the next ensuing regular or special meeting of the Board of Directors for appropriate action.
Section 1: Voting at any regular or special meeting or by mail or email ballot or upon any question of the membership shall be by individual members only. Each member shall have one vote. Persons to whom membership have been assigned pursuant to Article I, Section 3, shall vote as individual members, without substitution. Only members in good standing may vote.
Section 1: Meetings of the membership of the Chamber shall be held at such time and place as the Board of Directors may designate to be reasonable. These meetings will be set forth in a calendar distributed to each member in good standing.
Section 2. Special meetings of the membership may be held from time to time at a time and place specified in the notice. Special meetings may be called by the Board of Directors. The notice of any special meeting shall specify the business to be considered and/or voted upon.
Section 3: The secretary shall distribute written notice of any membership meeting to each member in good standing at least ten (10) days before prior to and no more than thirty (30) days prior to the date fixed for the meeting. In the alternative, if the Board of Directors so directs, the Secretary shall cause such notice to be published in daily or weekly newspapers having general circulation in the Town of Potsdam at least one week prior to the date fixed in the notice for the meeting.
Section 4: At any meeting of the membership a majority of members in good standing attending shall constitute a quorum for the transaction of any and all business acted upon.
Section 5. At any meeting of the Board of Directors the majority of such Board shall constitute a quorum for the transaction of any and all business to be acted upon.
Section 1. The Board of Directors may from time to time provide for the appointment, constitution, duties, and responsibilities of committees. However, the Board may not delegate any of its authority granted by the Constitution or these by-laws.
Section 1. Any officer, director or employee of the Chamber shall be held harmless and be indemnified and made whole on account of any such officer, director or employee being made a party to any action or proceeding in any court of competent jurisdiction solely by reason of the office of any such officer or director or of the position of any such employee in the Chamber, provided, however, that this indemnification shall not apply to the case of any such ‘officer, director or employee who is made such a party by reason of his or her intentional or criminal negligence and it shall finally be determined in the action or proceeding that the particular officer, director or employee was in fact personally negligent.
Section 1: These Bylaws of the Potsdam Chamber of Commerce Inc. may be amended from time to time by the affirmative majority vote of the members in good standing at any annual or special meeting thereof, provided that such purposed amendments shall be fully set forth in the call of any such meeting and that such call shall be distributed to each member entitled to vote thereon at least ten (10) days prior to and no more than thirty (30) days prior to the date fixed for the meeting at which the vote is to be had.
Section 2. Without regard to Section 1 of this Article VIII, and on request in writing of at least ten (10) percent of the membership in good standing, any amendment to these By-laws may be submitted by mail for a vote thereon. In such event, the ballot shall fully set forth the proposed amendment and be mailed at least ten (10) days prior and no more than thirty (30) days prior to the date fixed as the effective date of the amendment.
Section 1. These By-laws shall be effective immediately following adoption by the affirmative vote of a majority vote of the members in good standing attending such a meeting of the Potsdam Chamber of Commerce, Inc., and when so adopted shall supersede all previous by-laws and amendments thereto, which are hereby annulled.
Revised/approved April 1999
Revised/approved November 2013
CONSTITUTION OF POTSDAM CHAMBER OF COMMERCE, INC.
Section 1. The name of this organization shall be “The Potsdam Chamber of Commerce, Inc.”
Section 1. The purpose of this Chamber is to promote and advance the general welfare and prosperity of the Potsdam Chamber of Commerce Membership and the greater Potsdam Community.
Section 1. Any person, association, corporation or partnership, owning, renting, or leasing a trade or business in the Town of Potsdam, County of Saint Lawrence, State of New York, may apply for voting membership in this Chamber.
Section 2. All other persons or parties located outside the Town of Potsdam shall be eligible for non-voting associate membership.
Section 3. The procedure with respect to membership and to the exercise of the rights and privileges of membership shall be specified in the by-laws.
Section 1. The government of this Chamber shall be invested in a Board of Directors of eighteen (18) members, one-third of who shall be elected annually for a three-year period.
Section 2. Every effort shall be made to have a true representation of all areas and classes of business and professional people on the Board of Directors.
Section 3. The Board of Directors shall have such power and duties as prescribed from time to time by the by-laws.
BOARD OF DIRECTORS
Section 1, The Board of Directors shall be elected at the annual meeting or at a special meeting of the members called for such purpose. A nominating committee of not less than three (3) members will be created and chaired by the Immediate Past President. The committee’s duty shall be to nominate from the membership of the Chamber.
Section 2. The Board of Directors shall have the authority to appoint employees, elect officers and to fix their respective salaries and remuneration, if any. The Board of Directors shall have the authority to remove, for due cause by 2/3 vote of full Board, all employees of the Chamber.
Section 3, The Board of Directors, for and on behalf of the Chamber, shall hold, manage, and control all property of the organization. No real property of the Chamber shall be sold, transferred or otherwise disposed of without the affirmative vote of a majority of the Board of Directors of the Chamber.
Section 4. The Board of Directors in December of each year shall authorize a budget for the operation of the Chamber during the ensuing year commencing the first day of January of the year. As so authorized, the budget shall be adopted and the several amounts therein prescribed shall be appropriated for the ensuing year. No officer or employee shall spend or obligate the Chamber to spend any amount in excess of the applicable appropriation set forth in the budget without prior approval of the Board of Directors.
Section 5. No officer or employee of the Chamber shall borrow any funds for, or in the name of, the Chamber for any purpose, or in any way pledge, mortgage, or hypothecate any property of the Chamber. The Board of Directors shall approve the borrowing of such funds and shall authorize the proper persons to sign for the Chamber. Real property of the Chamber may be mortgaged only in the manner permitted by law.
Section 6. The remaining members of the Board of Directors may elect a member in good standing to fill any vacancy on such Board until the next ensuing annual election from the membership.
Section 7. The Board of Directors may hire an Executive Director and additional employees as needed.
Section 8. The Executive Director shall keep and maintain all records of the Chamber, other than fiscal records, attend to all correspondence, prepare and cause to be sent, mailed or published all legal notices of the Chamber, and generally perform all the usual duties necessary.
Section 9, Any Director and/or Officer who is absent from four (4) consecutive Board meetings may be dropped as a Director and/or Officer and a replacement shall be named in accordance with the bylaws to fill the vacancy.
Section 10. Directors and/or Officers are expected to notify the Executive Director of his/her intentions to attend board meetings and other chamber events.
Section 1. The officers of the Chamber may be a President, a First, Second and Third Vice President, a Secretary, a Treasurer and such additional officers as the Board of Directors may determine from time to time. No person shall hold more than one such office concurrently.
Section 2. All officers shall be chosen from the current Board of Directors.
Section 3. All officers shall be elected annually at the December meeting of the Board of Directors, to take office on
January 1 following, and shall hold office until duly replaced.
Section 4. The President shall be the Chief Executive Officer of the Chamber and preside as the chairperson of all meetings of the membership and of the Board of Directors.
Section 5. The First Vice President shall act for and in the place of the President, with the same power and authority, whenever the President shall be absent or unable to act. In the absence of the President and Vice President, the Secretary will address the Board and request that the Board select a member from the Board and in attendance to be the Acting President at that meeting. That member will have the full authority and power of the President for the duration of that single meeting.
Section 6. The Treasurer shall be the chief fiscal officer of the Chamber. The Treasurer shall supervise the Bookkeeper who shall keep safe and properly receive and disburse all funds and property due to or paid out by the Chamber and shall keep and maintain suitable books and records which will clearly and accurately show the financial and property affairs of the Chamber. The Treasurer, with the Executive Committee, shall be responsible for preparing the Annual Budget for approval at the December meeting and for maintaining said budget.
Section 7. The Secretary shall be the primary recorder of all meetings of the Board of Directors and produce an official set of minutes from those meetings. The Secretary may be called on to compose written correspondence for the organization.
Section 8. There shall be an Executive Committee composed of all the elected officers plus the immediate past President. A majority of these shall constitute a quorum at any official meeting of the Executive Committee. The Committee is empowered to act on behalf of the Board of Directors as required with such action to be ratified at the next Board of Directors meeting.
Section 1. The annual meeting shall be held not later than the thirtieth day (30) of November each year, unless otherwise specified by the Board. The election of Directors will take place at this meeting. The business to be considered and voted on at the annual meeting shall be specified in the notice of the meeting.
Section 2. Directors shall be elected at each annual meeting for the specified terms and until their successors are elected or appointed in accordance with this Constitution.
Section 3. Other membership meetings may be called by the President, or Acting President, the Board of Directors, or upon the written request to the Secretary, of ten (10) percent of the members in good standing, with due notice thereof at least ten (10) days prior and no more than thirty (30) days prior the date fixed by mail given to each member in each situation.
Section 4. The Board of Directors shall meet at least ten times each year at a time and place convenient to all.
Section 1. Upon the request, in writing, of ten (10) percent of the whole membership in good standing, the Board of Directors shall, or may upon its own motion, submit a question to the membership for a mail referendum vote. Any ballot used upon such
a referendum shall be accompanied by a brief written statement composed by the Secretary, fairly stating both sides of the question. The vote upon any such question so submitted shall be final and binding upon the Board of Directors and the officers as to that question, except when the request is for an advisory referendum only.
Section 1. The organization or the Board of Directors shall have power to sue, purchase, hold, sell, lease, mortgage real estate,
to incur debts, to borrow money giving therefore notes of the corporation signed by one or more officials duly authorized by the Board of Directors for that purpose, and may enter into contracts of any kind furthering the purposes of the Potsdam Chamber of Commerce, Inc.
Section 2. Dues and assessments may be assessed and collected by the Treasurer as prescribed in the by-laws
Section 1. All other matters not provided for by law, the Certificate of Incorporation, or this Constitution shall be regulated by the by-laws.
Section 2. If a section of this constitution is found to be in contradiction with New York State Law – then only that part of the constitution will be null and void.
Section 1. This Constitution of the Potsdam Chamber of Commerce Inc. may be amended from time to time by the affirmative majority vote of the members in good standing attending any annual or special meeting thereof, provided that such proposed amendment shall be fully set forth in the call of any such meeting and that such call shall be distributed to each member entitled to vote thereon at least ten (10) days prior to and no more than thirty (30) days prior to the date fixed for the meeting at which the vote is to be had.
Section 2. Without regard to Section 1 of this Article IX, and on request in writing of at least ten (10) percent of the membership in good standing, any amendment to this Constitution may be submitted by mail for a vote thereon. In such event, the ballot shall fully set forth the proposed amendment and be mailed at least ten (10) days prior and no more than thirty (30) days prior to the date fixed as the effective date of the amendment.
Section 1. This Constitution shall be effective immediately following its adoption by a majority vote of the members of the
Potsdam Chamber of Commerce, Inc., present at a meeting duly called for the purpose, and when so adopted shall supersede all previous constitutions and amendments thereto, which are hereby annulled.
Section 1. A liquidation and/or dissolution of the Potsdam Chamber of Commerce shall require a three-quarters (¾) vote of the members in good standing attending any annual or special meeting thereof or by mailed proxy vote, provided that such proposed amendment shall be fully set forth in the call of any such meeting and that such call shall be mailed to each member entitled to vote thereon at least ten (10) days prior to and no more than thirty (30) days prior to the date fixed for the meeting at which the vote is to be had.
May 2004 rvsd/approved
Nov. 2013 rvsd/approved
Nov. 2018 rvsd/approved