Article One: Name
The name of the Organization shall be Chamber of Commerce of the Bellmores, Inc. (the Chamber). The Chamber exists and shall continue to exist as a Not-For-Profit Corporation under the laws of the State of New York for so long as it is able to and continue to carry out its Purpose.
Article Two: Purposes
The Chamber of Commerce of the Bellmores, located in the Unincorporated Village of Bellmore, represents business, both large and small. The purpose of the Chamber is to promote the education, success and prosperity of its members, to address the problems and concerns with running a business, to create a voice loud enough to be heard in the world of government decision-making, to foster business interests and community responsibility in young adults and to support each other in the best way possible. And to do all those acts for the business community in Bellmore and North Bellmore (the Bellmores) permitted under the “Purpose Clause” of its Certificate of Incorporation previously filed with the Secretary of the State of New York and any future amendments thereto.
Article Three: Membership
- Any person, firm, or business entity, including community-based media and not for profits, located in the Bellmores shall be eligible for membership in the Chamber.
- Located in Bellmore shall be defined as follows:
- Having an actual physical location within the hamlets of Bellmore or North Bellmore or within the Bellmore or North Bellmore postal or school districts. This definition shall include locations in a commercial building, home or any other location in which business may legally operate.
- Requirements for membership: every applicant must be able to supply two of the following forms of business identification.
- Form 1120, 1120S or 1065
- IRS EIN Acknowledgement letter
- Business Certificate
- Schedule C
- Business check with address printed on checks or bank statement
- Every applicant for membership in the Chamber shall sign an application for membership and pay the required dues. Every application for membership shall include proof of location in Bellmore and upon such application and proof of location; the applicant may be accepted for membership. Membership in the Chamber is transferable from owner to another owner under the same business name. The Board shall make the final determination regarding any application for membership.
- The Board may, in its discretion, grant membership to otherwise non-qualifying individuals or entities on a case-by-case basis. Any new member accepted may be classified as an “Associate Member” without voting privileges.
(5a) Definition of an Associate Member: Member has all the privileges as a regular member, except they are not eligible to be on the Board of Directors or vote at general meetings.
- All members in good standing as of the date of adoption of these By-Laws shall be entitled to continue their membership unless it is found that their original application for membership is found to have been incorrect or improper. In the event that their current membership should lapse for any reason, that member shall reapply for membership and shall be subject to the current criteria for membership.
- All media and not-for-profit organizations are eligible for membership but will be considered associate members without voting privileges.
Article Four: Resignation and Removal of Members
- Any member whose current dues are unpaid by March 15th will be considered to have let their membership lapse. An entity applying for membership whose membership has expired within the last two years shall not be eligible to apply as a new member; their status will be as a renewal.
- The Board shall have the power by majority vote to terminate the membership of any member in the Chamber for conduct on his, her or its part which the Board shall regard as detrimental to the welfare, purposes, reputation or character of the Chamber. Prior to such termination, said member shall be given a reasonable opportunity to be heard at a Board Meeting. A written statement of the reasons for the termination shall be sent to such member at least 10 days prior to the time of the meeting. The Board, by resolution, may terminate or suspend for a period of time the membership or take whatever other action it deems appropriate in its discretion.
Article Five: Dues
- The Board shall set, from time to time, the annual dues for membership in the Chamber. Members paying their dues by January 15th shall be entitled to a credit of $25.00 towards that year’s dues. Elected Board Members must have their dues paid by the January 15th date to be installed at the Annual Installation. Dues for new members (not former members or renewals) received after the Street Festival, shall be applied to the following year and be prorated for the year joining and will entitle the member to all benefits as of the date of payment.
- The Board shall have the discretion to reduce or waive the dues of any member on a case-by-case basis.
Article Six: Officers
- The officers of the Chamber shall consist of a President or Co-Presidents, a Vice President, Secretary, Treasurer and Immediate Past President(s). Immediate Past President to be applicable only in the first year.
- Officers shall be elected for a term of one year. All vacancies may be filled for the unexpired term at the option of the Board. To qualify for an Officer position the member must have served on the Board of Directors for a minimum of 2 years.
- Candidates for the following year shall be nominated at the October and November general meetings and elections shall take place at the December general meeting. Terms of office shall commence immediately upon installation in January.
Article Seven: Duties of Officers
- The President(s) shall preside at all meetings of the Chamber. It shall be the duty of the President(s) to maintain the meeting in accordance with the Order of Business (as outlined in Article 8, Section 9). It shall also be governed by Robert’s Rules of Order and in the result of a tie vote, shall cast the deciding vote. In the event of co-Presidents, only a single vote can be cast.
- In the absence of the President(s), the Vice President shall preside at all the meetings of the Chamber and when so acting shall preside at all meetings of the Chamber and when so acting shall have all powers and responsibilities of the President.
- The Secretary shall record and maintain the minutes of the Chamber and its meetings, maintain attendance lists of Board meetings, submit minutes to all Board members prior to each regular monthly meeting and shall perform all duties of the office of Recording Secretary.
- The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Chamber and shall attend to all financial business and deposit all monies to its credit in a Bank selected by the Board. He or she shall endorse all checks as Treasurer, drawn on the Bank in which the funds are deposited, and to the order of the person to whom such payment is made. He or she shall render a statement of the condition of the finances to the Board at their regular monthly meetings and to the general meeting as directed by the Board. He or she shall sign or endorse in the name of the Chamber all checks, warrants, and orders for the payment of monies, and pay out and dispose of same, and receipt, therefore, under the direction of the President(s) and the Board. He or she shall oversee the proper and correct books of accounts, which at all times shall be subject to the inspection of the Board and the President(s). The account may be audited by a committee to be appointed by the President(s). He or she shall do and perform all other duties pertaining to the office of the treasurer, An outside accounting service shall be available to assist in confirming the books and records.
- The Immediate Past President shall be responsible for assisting the incoming President(s) in matters of Chamber business. This assistance will serve as guidance at the President(s) discretion.
Article Eight: The Board of Directors
- The management of the Chamber shall be entrusted to a Board of Directors which shall consist of the officers of the Chamber and no less than 6 and no more than 12 at-large members. No person may be an officer and an at-large member at the same time. All board members must be available and accessible, and they should have access to cell phones and computer email.
- At-large members shall be elected for a term of one year. Vacancies may be filled for the unexpired term at the discretion of the Board. Associate members are not eligible to serve on the Board.
- All candidates for the board for the following year shall be nominated at the October and November general meetings, at which times nominations from the floor will be accepted. Elections shall take place at the December general meeting, where there will be no nominations from the floor or write in votes accepted. Term of office shall commence immediately upon installation in January. All candidates for an at-large member shall have had a minimum of 2 years as a Chamber of Commerce member in good standing. Such two-year period shall have been immediately preceding the year in which they apply for the board position.
All individual representatives must have represented their company or organization for at least 2 years.
- No Chamber member shall have more than one voting member serving on the Board.
- Regular meetings for the Board shall be held on the first Wednesday of each month at a place and hour to be fixed by the Board. Special meetings of the Board may be called by the President(s) on notice to each member of the Board by phone or email and shall be called by the President(s) in like manner upon request of at least 5 members of the Board. Seven members of the Board shall constitute a quorum to transact business. Each voting Board member shall be entitled to one vote and, unless otherwise specified, a simple majority shall be necessary for Board action. All Board Members must personally vote. There will be no absentee or proxy ballots. The President(s) shall not vote except to break a tie.
- The failure of a Board member to attend 3 consecutive meetings (Board and/or General membership) without an acceptable excuse (to be accepted at the discretion of the President(s), may, at the option of the President(s) be construed as an automatic duty of the Secretary to notify said member of the pending resignation and give the Board member an opportunity to be heard at the next regular Board meeting either in person or via letter. The Board shall have the discretion to permit the Board member to continue as a member of the Board or to remove that member from the Board. The Board member shall be give written notification of the decision. A leave of absence will be honored up to 6 months maximum at the discretion of the President(s).
- The Board shall manage the business of the Chamber and, in addition to the powers and authorities conferred upon by the Certificate of Incorporation and these B-Laws, may exercise all such powers and do all such acts and things as may be exercised by a Chamber, subject to the provisions of these By-Laws. No new regulation shall invalidate any prior act of the Board which would have been valid if such a regulation had not been made.
- The Board shall have the power to promulgate and enact rules and regulations dealing with the membership, conduct, activities, special events, dispute resolutions, or any other matter concerning Chamber business which rules and regulations shall be binding upon the membership of the Chamber.
- At meetings of the Board, the order of business shall be as follows:
- Acceptance of Minutes and Treasurer’s Report.
- Report of committees
- Unfinished Business
- New Business
- Good and Welfare
(10) No member of the Board shall be held personally liable to the Chamber, to any member thereof, or to any member of the public, for any acts committed or carried out of behalf of the Chamber or in furtherance of Chamber business and policy. The Chamber shall indemnify and hold harmless any member of the Board for all such actions including the costs of any defense and payment of any damages as a result of any lawsuit or otherwise that may be brought against such Board member by any person or entity.
(11) In order to encourage free and open discussion and exchange of ideas and opinions at Board meetings, all discussions and/or business conducted at these meetings shall remain confidential in nature.
(12) The Board shall have the power by majority vote to terminate the position of any Board member of the Chamber for conduct on his, her or its part which Board shall regard as detrimental to the welfare, purposes, reputation or character of the Chamber. Prior to such termination, such member shall be given a reasonable opportunity to be heard at a Board meeting. A written statement of the reasons for the termination shall be sent to such member at least 10 days prior to the time of the meeting. The Board, by resolution, may terminate or suspend for a period of time the Board position or take whatever other action it deems appropriate in its decision.
(13) Elections held at the December general meeting shall follow the following format. Unless there are more candidates than positions available, the slate shall be voted on in its entirety with the Secretary (or President in the Secretary’s absence) casting one vote for the membership. If there is more than one candidate for an Executive Board position, then that position only shall be decided by paper ballot. If there are more candidates for Director positions than there are available positions, then all Director positions shall be decided by paper ballot. To be elected by paper ballot, a candidate must receive a majority vote.
Article Nine: General Membership Meetings
- Regular monthly meetings of the general membership shall be held on the third Wednesday of each month except when falling on a holiday or for a special event in which case the meeting shall be scheduled by the Board. Meetings shall be held at such a place and time as designated by the Board.
- Special meetings may be called on ten days to the general membership by the President(s) at the request of 20 members in writing, specifying the object of the meeting.
- Twenty members shall constitute a quorum for the transaction of business at a general meeting. Each member shall be entitled to one vote regardless of the number of representatives of said member actually attending such meeting. Unless otherwise required hereunder, all votes of the general membership shall be by simply majority.
- At a general meeting of the membership, the order of business shall be determined by the President
- Roberts Rules of Order shall govern the proceedings for all Board meetings and general membership meetings.
Article Ten: Amendments
The Certificate of Incorporation of the Chamber, as well as these By-Laws, may be amended by Board Resolution adopted by a two-thirds majority vote of the general membership as a subsequent general meeting.
Article Eleven: Committees
- The Board shall have the authority, from time to time, to create and staff committees for such purposes as it deems necessary.
- Committees shall serve for such terms and upon such conditions as directed by the Board and shall report directly to the Board. The Chairperson of each committee shall be appointed by the President(s).
- There shall be two standing committees appointed by the Board as follows:
- Festival Committee- To assist in the planning and operation of the Family Street Festival
- Nominating Committee – To compile a report and slate of candidates for the following year’s Officers and Board with committee membership to include at least 2 current Board members and 2 non-Board members.
Article Twelve: Finances
- The Chamber may maintain such accounts in such banks or financial institutions as the Board may designate. Only officers shall have signature power over any Chamber accounts. Individual expenditures of less than $1000.00, may be authorized by the President(s), and such expenditure shall be disclosed to the Board as soon as possible. The President should attempt to confer with Executive Board Members for all unexpected expenditures. Individual expenditures in excess of $1000.00 may only be authorized by Board action.
- All contracts to be signed by any Chamber Board Member must be approved by Board action.
- No member, officer or Board member shall be compensated for their participation in chamber functions. This does not include members whose business performs a service for the chamber.
(3a) Any service or product over $500 for the calendar year must be put out to members for bid in the interest of giving all Chamber Members the opportunity of doing business with the chamber. This notice must be made public to the general members.
- The Chamber shall operate on a calendar year and file such tax returns and other filings as are required of it by the appropriate governing authorities.
Article Thirteen: Miscellaneous
- The Chamber shall maintain such offices and/or post office boxes as the Board may deem necessary and advisable for the proper performance of its activities and functions.
- The Board shall have the discretion to fire such employees, consultants, advisors, etc., as the Board deems necessary for the continuation of the Chamber’s activities and purposes. All people hired by the Board to assist in its activities shall have their positions reviewed yearly to determine if the position is still pertinent to the activities of the Chamber.
- These By-laws shall become effective on the first of the month following the date approved by the general membership and shall supersede any By-laws previously in effect
- Whenever these by-laws do not address a particular issue, Roberts Rules of Order shall be consulted and followed.
Article Fourteen: Conflicts of Interest
The Board shall adopt and follow a conflict of interest policy. The policy shall be compiled by the Board using sound business practices and recommendations and/or requirements by governing authorities. Such policy may be amended from time to time as the Board sees fit.
Subject to amendment