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By-Laws

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By-Laws: The Westbury/Carle Place Chamber of Commerce.

ARTICLE I
OBJECTIVE
Section 1:
The objective of the Westbury/Carle Place Chamber of Commerce Inc. hereinafter “The Chamber or “Chamber” shall be to promote commerce and the common good and welfare of the Town of Westbury, The Incorporated Village of Westbury and the Hamlet of Carle Place.

Section 2:
These By-Laws shall supersede, amend and take the place of all prior versions of By-Laws promulgated by the Westbury/Carle Place Chamber of Commerce Inc.

ARTICLE II
MEMBERSHIP
Section 1: Qualifications:
Any person or firm desirous of furthering the objective of the chamber may become a member as provided:

A. Commercial members shall be those businesses, firms or professional practices located in the Town of Westbury, The Incorporated Village of Westbury and the Hamlet of Carle Place.
B. Residential members shall be those individuals who reside in the Town of Westbury, The Incorporated Village of Westbury and the Hamlet of Carle Place.
C. Non-profit Organization members shall be those organizations located in the Town of Westbury, The Incorporated Village of Westbury and the Hamlet of Carle Place.
D. Supporting members shall be those businesses, firms, professionals or individuals whose place of business and/or residence is not within the Town of Westbury, The Incorporated Village of Westbury and the Hamlet of Carle Place. Supporting members shall not be eligible for voting privileges, election as an Officer or Director of the Board and Directory listings. However if such person has been a Supporting Member in good standing prior to June 1, 2013, such Supporting Member shall retain all previously enjoyed rights and privileges.
E. Special Members. The board may appoint 1 (one) member of the Chamber with full voting privileges and eligibility to serve on the Board. Such special member may serve whether or not they meet the criteria of the membership categories for Commercial, Residential, or Non-Profit.

The Board shall appoint a special member in the event that the Board, in its sole discretion, deems such special member necessary to maintain the well being of the Chamber.

Section 2: Honorary Members
The Board of Directors, at a duly organized meeting, may elect Honorary members by a unanimous vote of the members present. Such Honorary members shall be exempt from payment of dues and shall be entitled to all privileges of regular members, except the right to vote, hold office and directory listings. Honorary membership shall remain in effect for the calendar year in which it is bestowed.

Section 3: Resignation
Any member may withdraw from the Chamber after fulfilling all obligations to it by giving written notice of such intention to the President, which notice shall be presented to the Board of Directors at the first meeting after its receipt.

Section 4: Suspension
A member may be temporarily suspended or permanently expelled for violation of any of the By-Laws or Rules of the Chamber or for conduct contrary to the best interests of the Chamber. Such suspension or expulsion shall be by two-thirds (2/3) vote at a Special or Regular Meeting of the Board of Directors, provided that a notice of purpose for which the meeting is to be called shall have been mailed by registered mail to the member whose suspension or expulsion is being considered. Such notice must be sent to the member’s last recorded address at least fifteen ( 15) days before final action is taken thereon.
The notice shall include the time and place where the Board of Directors is to take action on the matter. The member shall have an opportunity to present a defense at the time and place mentioned in such notice.

ARTICLE III
DUES
Section 1: Amount
A schedule of dues shall be established by the Board of Directors and posted conspicuously on the Chamber of Commerce website and shall indicate the date which such schedule was established by the Board.

Section 2: Membership
Membership dues shall be $100.00 per annum or as otherwise determined by the Board of Directors. The fiscal year is January to December. Membership dues are payable on the fifteenth (l51h) of January, or upon receipt of a notice. New members shall pay one year’s dues at the time of applying for membership. Pro-rating will be adjusted at the next annual billing. There may be multiple-levels of membership dues, at the discretion of the Board of Directors, to base dues on member’s make-up, i.e, individuals, businesses, organizations, etc.

Section 3: Arrears
Members who fall to pay their dues within thirty (30) days of their dues date shall be notified. H payment is not make within the next succeeding thirty (30) days, such failure to pay shall be reported to the Board of Directors as in arrears, and if so ordered by the Board of Directors the member shall be dropped from the rolls and thereupon forfeit all rights and privileges of Membership.

ARTICLE IV
General Membership Meetings
Section 1: General Meetings
There shall be general meeting of the Chamber membership at a time and date to be specified by the Board of Directors. The April meeting shall be for the purpose of formally installing officers and directors for the new calendar year and the transaction of such business as may properly come before the meeting. Notice of such meetings shall be sent via email to the last recorded email address on file and shall be posted on the Chamber website not less than ten (10) days prior to the meeting.

Section 2: Specials Meetings
Special Meetings of the Chamber may be called by the Board of Directors at their discretion. Upon the written request of five (5%) per cent of the members of the Chamber, the Board of Directors shall call a special meeting to consider a specific subject. Notice for any special meeting shall be given in the same manner as for the General meeting. No business other than that specified in the notice shall be transacted at any special meeting of the members of the Chamber.

Section 3: Quorum
The presence in person of five (5%) percent of the members of the Chamber entitled to vote shall be necessary to constitute a quorum for the transaction of business.
Section 4: Voting
Unless otherwise stated by the President, voting is to take place when a voting member is physically present. Any member of the staff or officer of a firm may represent a voting member at any meeting, provided such individual has the approval of the firm it represents. Each commercial, residential, supporting member, and non-profit member, shall be entitled to one vote. Honorary members shall not vote. The Special Member, if appointed, shall be eligible to vote.

Section 5: Annual Budget
The Westbury/Carle Place Chamber retains the right to present an annual budget to be voted upon by the membership present at the January meeting each year. Such action shall take place at the President’s discretion or by a vote of two-thirds (2/3) of the members of the Board at any stated meeting.

ARTICLE V
DIRECTORS
Section 1: Number
The property, affairs, business and concerns of the Chamber shall be vested in a Board of Directors, consisting of no more than eighteen ( 18) Directors, who shall be residential members, or duly designated representatives of commercial or non-profit members, supporting members and who shall be elected by the membership as provided by this Article. The members of the said Board shall, at the beginning of the Chamber’s January meeting, enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.

Section 2: Election of Directors and Term
A) Each Director shall be elected by the general membership to serve for a term of two (2) years. Directors whose term has ended are free to seek re-election. B) Every two (2) years the President shall appoint a Nominating Committee Chairperson by the first General Membership Meeting in September; and the Chairperson shall appoint a Committee that shall consist of an even number of members including the Chairperson but not less than three (3) members. The President shall be a member, ex-officio, of the Committee and shall not be counted when the size
of the Committee is determined by such Chairperson and shall vote in the event of a tie vote of the committee. The Committee shall submit a list of nominees by the first meeting in November. In addition to the Nominating Committee, the general membership shall be given the opportunity of placing additional names into nomination, provided those names are endorsed by not less than five (5%) percent of the members in good standing of the Chamber. Nomination from the general membership must be received at the Chamber office not later than the December Board Meeting. C) The method of election of Directors shall be by written ballot. The Board of Directors shall issue ballots setting forth the names of all duly nominated candidates, in alphabetical order, with the terms to
be served. The ballots shall be counted under the direction of the Board of Directors and those candidates receiving the greatest number of votes shall be declared elected.

Section 3: Duties of a Director
The Board of Directors shall have the power to hold meetings at such times and places as they may think proper: to audit bills and disburse the funds of the chamber~ to print and circulate documents and publish articles; to elect officers, to suspend or expel members pursuant to Article Il, Section 4, to employ agents and to devise and carry into execution such measures as they deem proper and expedient to promote the objectives of the Chamber.

Section 4: Meeting of the Board
Monthly meetings of the Board shall be held, unless waived by the consent of the board. The President, at his or her own request, may and shall at the request of no less than five (5%) of the Board, call a special meeting of the Board.

Section 5: Quorum
The presence of 50% of the members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the President the meeting shall be run by the next officer in rank pursuant to Article VI, Section 4, present a lesser number may adjourn the meeting to a day not more than thirty (30) days later.

Section 6: Voting at Board Meetings
A) Each Board Member shall be entitled to one vote.
B) Unless otherwise stated, voting is to take place when a voting member of the Board is physically present.
C) Voting by email by a member of the Board on a referendum question is permitted at the discretion of the President. When an email vote is called for, the President must designate a time frame within which email votes may be cast, and designate a recipient other than himself or herself to tally said email votes.
D) On a referendum question, when a member of the Board is otherwise entitled to vote and cannot be physically present at the time the vote is to take place, such member of the Board may vote by proxy. In such event, said Board member must provide the President in advance with the name of such designee. Such member of the Board may assign his/her proxy vote to any employee, staff member or officer of the firm or organization which he represents. A proxy vote may also be assigned to a general member in good standing who is present at the time of the vote. However, such member of the Board may not assign his/her proxy vote to another Board Member, Officer, Special member, Supporting member or Honorary member. Assigning a proxy vote shall count as a single vote on the issue or question posed and bestow no further or additional rights. A proxy may not act or vote on behalf of more than one Board member.

Section 7: Absence
Should any member of the Board of Directors absent herself or himself from three (3) consecutive monthly meetings of the Board in any fiscal year or from more than two-thirds (2/3) of regular/special meeting of the Board in any such year, without sending a communication to the President stating his/her reason for so doing, or if two-thirds (2/3) of the Board finds, after due deliberation, that the reasons for said period of absences was unreasonable, then such member shall be notified in writing within ten ( 10) days prior to the next stated meeting of the Board’s intention to vote on vacating their seat. Thereafter his/her seat on the Board may be declared vacant by vote of the Board. The Board may forthwith proceed to fill the seat for the unexpired portion of its two year term.

Section 8: Vacancies
Whenever any vacancy shall occur in the Board of Directors by death, resignation, removal or otherwise, the same shall be filled by a majority vote of the remaining members of the Board at a regular or special meeting which shall be called for the purpose. The person so chosen shall hold the seat until the end of the unexpired portion of the two (2) year term.

Section 9: Removal of Directors
With the exception of removal for absence which shall be pursuant to Article V, section 6., anyone or more of the Directors may be removed for cause at any time, by a vote of two-thirds (2/3) of the members of the Board at any meeting called for the purpose and in accordance with the procedure outlined in Article II, Section 4.

Section 10: Resignation of Directors
Any member of the Board may withdraw from the Chamber after fulfilling all obligations to it by giving written notice of such intention to the President, which notice shall be presented to the Board of Directors at the first meeting after its receipt.

ARTICLE VI
OFFICERS
Section 1: Number
The elected officers of the Chamber shall be President, 1st Vice-President, 2nd Vice-President, 3rd Vice President, Secretary and Treasurer. The Board, at its discretion, may create additional officers that can be filled by the Board as per Section 2 below.

Section 2: Method of Election
The Board of Directors at its January Meeting shall elect all officers from among its members for a term of two years, to be installed the following April. A quorum shall be necessary to constitute an election.

Section 3: Vacancy
In case of death, resignation or protracted disability of an office, the vacancy shall be filled by the Board of Directors.

Section 4: Duties
The duties and powers of the Officers of the Chamber shall be as follows:

PRESIDENT
The president shall preside at the meetings of the Chamber and of the Board of Directors. He or she shall also, at the annual meeting of the Chamber and such other times as he or she shall deem proper, communicate to the Chamber or to the Board of Directors such matters and make such suggestions as may, in his or her opinion, promote the prosperity and welfare and increase the usefulness of the Chamber. Without prior approval from the Board of Directors, the president is endowed with the right to utilize funds from the Chamber account(s) as he or she sees fit in executing his or her duties in promoting the good and welfare of the Chamber in any amount which shall not exceed $100.00. In the event expenditure is required exceeding $100.00, yet less than $750.00, the president may expend such funds only with the consent of at least two (2) officers. In either such case the president shall present an
accounting o such expenditures at the next scheduled meeting of the Board of Directors. Expending Chamber money exceeding $750.00 requires approval by majority vote of the Board of Directors. President shall perform such other acts and duties as are necessarily incident to the office of the President of the Chamber.

lST VICE PRESIDENT
In case of absence or temporary inability of the President to perform his or her duties, the 1st Vice President shall act in his or her place.

2ND VICE-PRESIDENT
In case of absence or temporary inability of the President and or 1st Vice President to perform his or her duties, the 2nd Vice President shall act in his or her place.

3RD VICE-PRESIDENT
In case of absence or temporary inability of the President and or l st Vice President and or 2″d Vice President to perform his or her duties, the 3rd Vice President shall act in his or her place.

TREASURER
It shall be the duty of the Treasurer to present the monthly financial reports of the Board of Directors and, at the Board’s discretion, to conduct an audit of the same; consult with the President on the fiscal affairs of the Chamber; to advise the Board of Directors of the financial affairs of the Chamber.

SECRETARY
The Board retains the right to fill the position of Secretary whose duty it shall be to maintain minutes of the Board of Directors meetings and direct the answering of routine correspondence.

ARTICLE VII
COMMITTEES
Section 1: Standing committees
At the first meeting of the Board of Directors after their election or as soon thereafter as practicable, the President shall, subject to the Board’s approval, appoint such committees as the Board may deem necessary and to consist of as many members and/or Directors as deemed advisable.

Section 2: Special Committees
The President may, with the consent of the Board, at any time, appoint other committees on any subject for which there are no standing committees of the Chamber.

Section 3: Committee Quorum
Twenty five (25%) percent of the membership of any committee of the Chamber shall constitute a quorum for the transaction of business.

Section 4: Committee Vacancies:
The President shall have the power to fill vacancies.

Section 5: Committee Chairperson
The President shall appoint a member of the Board as an ex-officio member, with the right to vote to each committee. Such member shall be termed the chairperson or liaison for that committee.

ARTICLE VIII
PERSONNEL
Section 1: Hiring
The Board of Directors is empowered to hire such staff as is necessary to carry out the ordinary and special activities of the Chamber of Commerce, and determine their compensation.

ARTICLE IX
AMENDMENTS
Section 1: By Laws
These By-laws may be amended by a vote of two-thirds (2/3) of the members of the Board in good standing in attendance at any regular membership meeting, or at any special meeting called for that purpose, Article IV, Section 3, not-withstanding, provided that such amendments shall be plainly stated in the call for the meeting at which they are to be considered.

Section 2: Notice of Meeting
Due notice by email and website posting of any meeting at which such amendments are to be considered must be given to every member at least five (5) days prior to time of meeting.

Adopted: November 14, 2013