Pymatuning Area Chamber of Commerce
P.O. Box 503/Andover, Ohio 44003
By-Laws
Adopted 8/14/2013
Article I
Name
The name is Pymatuning Area Chamber of Commerce, hereafter called the Chamber.
Article II
Purpose
The Chamber is comprised of local businesses and organizations that support and promote the Pymatuning area businesses. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civil, cultural, industrial, commercial, and educational interests of the area.
Article III
Incorporation
The Chamber is a non-profit organization, incorporated as a Federal IRS 501 C6 organization under the Ohio Revised Code. The Chamber will function as Good Samaritans without personal liability, and will be non-profit, non-partisan, non-sectarian and apolitical.
Article IV
Membership
Section 1. Eligibility– Any person, association, corporation, partnership or sole proprietorship having interest in the objectives of the Chamber shall be eligible to apply for Membership to the Chamber.
Section 2. Applications– Any eligible business, individual or organization may apply for Membership in writing by completing a form provided by the Chamber and signed by a person authorized to commit to Membership.
Section 3. Election– The Membership will begin upon receipt of application and the payment of the prescribed Membership dues.
Section 4. Term– The Membership year runs from July 1 to June 30.
Section 5. Voting– Each Member shall designate a Representative. The Representative shall be entitled to vote on behalf of the Member at any Member or committee meeting. A Representative may only vote on behalf of one Member at any meeting.
Section 6. Change in Representative– Any Member shall have the right to change its Representative by providing written notice to the Chamber Secretary. The written notice shall become part of their application.
Section 7. Alternate Representative– In the event of the absence of a Member’s Representative, an alternate Representative may exercise the voting powers conferred upon the Member. The alternate Representative’s name shall be recorded in the minutes of the meeting.
Section 8. Termination– Any Member may be removed by a two-thirds vote of the Board of Directors after an executive session for conduct prejudicial to the aims or reputation of the Chamber.
Section 9. Resignation– Any Member may resign from the Chamber upon written request to the Board of Directors. Any dues paid in advance shall be forfeited upon resignation.
Section 10.Dues– Each Member shall pay a fee, which shall be known as the Membership Dues, the amount of which shall be determined by the Board of Directors.
Section 11.Dues in Arrears– Membership shall be terminated for no payment of dues by the end of August 31st. Reinstatement after the termination date may carry a late fee.
Article V
Meetings
Section 1. Membership Meetings shall be held monthly as established by the Board of Directors. Notice of Membership Meetings will be published on the Pymatuning Area Chamber of Commerce Website.
Section 2. The December Membership Meeting of each year shall be designated the Annual Membership Meeting. The Annual Meeting shall be for the purpose of election of Officers and Board of Directors and approval of a budget.
Section 3. The President, or upon written request of three board members, may call a special meeting of the Board of Directors, provided all Directors are notified beforehand of the time, place and purpose of such meeting. No matter shall be considered at a special meeting except that stated in the original notification.
Section 4. At any Board of Director or Membership meeting, 50% of the Directors shall constitute a quorum.
Article VI
Board of Directors and Officers
Section 1. Composition- The Board of Directors shall consist of nine Members plus four Officers: President, Vice President, Secretary, and Treasurer elected from the Membership.
Section 2. Selection- A nominating committee, consisting of three Members at least one of whom shall not be a Director or Officer, shall be appointed by the President at the October Membership Meeting for the purpose of nominating a slate of required Directors and Officers. The nominating committee shall present the slate of Directors and Officers at the November Member Meeting. Election of Officers and Directors will be held at the December Annual Membership Meeting.
Section 3. Election- One third of the nine Board of Directors is elected each year for a three year term and can repeat terms. The four Officers are elected for a two year term and can repeat terms.
Section 4.Vacancies- A member of the Board of Directors who has an unexplained absence from three consecutive Membership Meetings shall be dropped from his or her position on the Board of Directors.
Section 5. Replacement– The Board of Directors shall fill all vacancies and remaining terms on the Board of Directors or any Office by majority vote of the Board of Directors.
Section 6. Board Duties– The Board of Directors is responsible for establishing procedure, and formulating policy of the organization and are also responsible for adopting all policies, and position statements of the Chamber. The Board of Directors shall vote on policy, budgets, and grievances.
Section 7. Officer’s Duties-
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- President-The president shall preside at all Chamber and Board of Director meetings and perform all duties incident to the office. He/She shall enforce due observance of these by-laws, decide all questions of order, sign official documents that are adopted by the organization, call special meetings and perform all customary duties pertaining to the office of President. Unless otherwise designated the President shall represent the Chamber in matters before the public dealing with official business or opinions of the Chamber.
- Vice-President-The Vice-President shall assume all the duties of the President in his/her absence and shall organize Chamber activities and advance the general Chamber interests as may be approved by the Board of Directors.
- Secretary-The Secretary shall keep accurate minutes of the proceedings of Board of Directors and Member meetings, keep a roll of Members and Membership attendance, complete correspondence and notify the Board of Directors or Membership of the time and place of any Membership and Board of Directors meetings.
- Treasurer-The Treasurer shall receive and give a receipt for all moneys paid to the Chamber. He/She shall submit a financial report of disbursements and receipts each month. The Treasurer ascertains that adequate funds are available prior to any authorization for expenditure.
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Article VII
Finance
Section 1. The fiscal year shall begin January 1 and end December 31 each year.
Section 2. Each Member shall pay annual Membership Dues of an amount set by the Board of Directors, payable as provided in Article IV, Section 4.
Section 3. Officers and Board of Directors shall receive no compensation.
Section 4. Financial records shall be maintained according to accepted accounting practices by the Treasurer, who shall be responsible therefore.
Section 5. Authorized signers are the President, Vice President, Treasurer and Secretary. Two of whose signatures are required for all financial documents.
Section 6. Financial records will be kept using QuickBooks or other approved program.
Section 7. The President shall appoint a budget committee in October to create the next year’s budget. The budget will be presented at the December annual Membership Meeting for approval by the Board of Directors.
Section 8. Expenses not budgeted must be approved by the Board of Directors.
Section 9. The Chamber shall retain funds in an account at banking or other financial institution having an office within the geographic area of the Chamber.
Section 10. All reports required by law shall be completed and filed by the designated officer.
Section 11. An annual audit, as that term is defined in the accounting profession, of financial records will be performed before April.
Section 12. Competitive bids shall be solicited on any specific (single) expenditure over $1000.
Article VIII
Committees
Section 1. The President shall appoint committees of one or more members for any specific purpose the Board may require from time to time.
Section 2. A committee shall be considered discharged upon completion of the purpose for which it was appointed and after the final report is submitted to the Board of Directors.
Section 3. Committees may make progress reports at each Membership Meeting.
Section 4. A committee chair will have advisory powers and authority to direct expenditure of money within the budget for his or her committee’s responsibility.
Section 5. The President is an ex-officio member of all committees with the exception of the Nominating Committee.
Section 6. All contractual agreements shall be signed by any two of the following: the President, Committee chair or Officer.
Section 7. The Committee chair will submit a complete financial accounting report following the event listing all income and expenses within thirty days after the event.
Section 8. The Committee chair will submit a complete list of the activities and all contact information for Chamber records within thirty days after the event.
Article IX
Parliamentary Procedure
The rules of parliamentary practice comprised in current edition of Roberts Rules of Order shall guide all proceedings of the Chamber, its Board of Directors and its Officers, subject to such special rules as have been or may be adopted by the Chamber.
Article X
Amendments
These Bylaws may be amended or altered by a two-thirds vote of those Board of Directors present at any Membership meeting provided notice of the meeting includes the proposals for the amendments and that such change be available on the Chamber web site for all members to inspect.
Article XI
Dissolution
The Chamber shall use its funds only to accomplish the objectives and purposes specified in the Bylaws and no part of said funds shall inure or be distributed to the Members of the Chamber. On dissolution of the Chamber, any funds not needed for the payment of debts and expenses shall be conveyed or transferred to one or more qualified local charitable, education, scientific or philanthropic organizations established under IRS 501C3, 501C4, or 501C6. The Members, by majority vote at a Member meeting, shall select the organization to which transfer or conveyance is made and shall determine how the property is apportioned between them.
Article XII
Grievance
Any problem or dissatisfaction with a Member or any grievous action is to be submitted in writing to the Board of Directors for review at a Board of Directors meeting. No discussion of the grievance is to be commented upon until the Board of Directors brings it to the involved Member’s attention within 30 days. This Board of Directors vote will be by secret ballot. If there is a majority vote of the Board of Directors to remove the business from the Chamber, the member waives all dues already paid for the remaining year.
Article XIII
Conflict of Interest
Section 1. All Members and Representatives shall avoid conflicts of interest or the appearance of such conflicts. Conflicts of interest can arise from but are not limited to voting on, lobbying for, or providing information to outside parties on matters that bring financial or personal gains to the Member or Representative.
Section 2. Annually each Director of Officer shall complete a Conflict of Interest Form disclosing any association they have which may lead to a conflict of interest. Directors and Officers shall update the Conflict of Interest Form as circumstances warrant.
Section 3. Directors, Officers and Members shall refrain from any decisions or activities that could create a conflict of interest and shall abstain from voting on, lobbying for, or providing information to outside parties that could create a conflict of interest.
Section 4. A Member, Representative, Director or Officer shall notify the Board of Directors immediately of any, suspected, intentional or unintentional conflict of interest.
8 14 2013