EASTPORT AREA CHAMBER OF COMMERCE
BY-LAWS
Accepted February 18, 1998
ARTICLE I
Section 1 Name:
The name of this association shall be known as the Eastport Area Chamber of Commerce, herein called the Chamber.
Section 2 Purpose:
The Eastport Area Chamber of Commerce has the purpose of promoting, advancing, and publicizing the commercial, industrial, civic and general commerce of the City of Eastport, Maine and its trade area.
ARTICLE II
Section 1 Limitation:
This Chamber in all its activities shall be non-partisan, non-sectional and non-sectarian, and shall as an organization take no part in or lend its influence to the election or appointment of any candidate for political office. This statement of limitations shall not be construed, however, to prevent the Chamber from working for the best interests of the area it serves by lending its influence to secure any governmental action whenever the same has been found to be in agreement with its purpose and has been duly authorized by the membership in accordance with the provisions of these By-laws.
Section 2
This Chamber shall not engage in any undertaking for profit or of a commercial nature except by the consent of the members present at any meeting at which the matter is considered. In no event shall any member or officer profit individually thereby and any proceeds of any such undertaking shall be devoted to advancing of the activities of the Chamber. Such undertakings, shall in any event, be limited to those activities which are non-competitive with private enterprise. The foregoing shall not be construed to prevent the Chamber from engaging in money raising activities for its authorized projects.
ARTICLE III
Section 1 Membership:
All reputable persons, partnerships, corporations, associations or estates that pay the annual membership fee established shall be eligible for membership in the Chamber. Any of the above who become members of the Chamber shall be furnished a copy of these By-laws upon payment of dues.
Section 2 Membership Fee:
The membership fee and the time it shall be due and payable shall be determined by the Board of Directors annually.
Section 3 Designation of Representatives:
Members, other than individuals, may designate a representative to act for them in all Chamber business matters. They may change their representative only by written notice to the Executive Director at any time prior to the effective date of change.
Section 4 Delinquent Members:
Members who are delinquent, after being notified by the Chamber (in writing) and mailed to their last known address, for a period of ninety (90) days shall no longer be considered by the Chamber as members. A member shall not be considered in good standing and no longer eligible to vote after being three (3) months delinquent in dues.
ARTICLE IV
Section 1 Revenue:
The revenue of this Chamber shall be derived from membership fees, budget subscriptions, donations and such other sources as the Chamber may, in accordance with these By-laws, approve.
Section 2 Voting Privileges:
All members in good standing and representatives designated in Article III, Section 3, shall be allowed to vote and participate in the business of the Chamber. The Chamber operates under a one fee, one vote principal. No proxy voting will be allowed.
ARTICLE V
Section 1 Election of Officers:
A Board of Directors, a President, a Vice President, a Secretary, a Treasurer and a Recorder shall be elected annually at the regular Chamber meeting for such matters and shall begin office on the first day of the subsequent year, and shall hold office until their replacements have been duly elected.
Section 2 President:
The President shall be a member of the Board, Chief Executive Officer, and chair Chamber meetings. The President shall appoint all committees and chair of each.
Section 3 Vice President:
The Vice President shall act in the absence of the President. The Vice President shall be in charge of increasing and sustaining membership. The Vice President is a member of the Board of Directors. The Vice President shall serve a one year term.
Section 4 Treasurer:
The Treasurer shall receive and disburse, on order of the Board, the funds of the Chamber. The Treasurer shall keep all monies of the Chamber deposited in its name in a local bank. Each month the Treasurer shall make reports to the Board on the conditions of the finances of the organization. The Treasurer shall submit an annual financial report at the annual meeting. The Treasurer shall be the Chairperson of the Finance Committee. The Treasurer is a member of the Board of Directors. The Treasurer shall serve a one-year term.
Section 5 Secretary:
The Secretary shall maintain all correspondences and respond to all inquiries.
Section 6 Clerk/Recorder:
The Clerk] Recorder shall keep and report the minutes of the Board of Directors meetings.
Section 7 Executive
Director:
An Executive Director may be hired. The Executive Director shall be required to perform such duties as assigned by the Board of Directors. The Executive Director's salary shall be set by the Board of Directors. The Executive Director serves at the pleasure of the Board of Directors.
Section 8 Number of
Directors:
The number of Directors shall be nine (9) selected from the active membership of the Chamber each year at the annual meeting. Following the institution of these By-Laws, three (3) shall be elected for a one (1) year term, three (3) for a two (2) year term, one (1) for a three (3) year term and two (2) ex-officio for a one (1) year term. Subsequent elections shall be for a three (3) year term.
Section 9 Vacancies on the Board of Directors:
Vacancies on the Board of Directors shall be filled by appointment and approval of the majority vote of the Board of Directors. Such appointments shall be for the unexpired term of the Director being replaced.
Section 10 Attendance of
Directors:
Any member of the Board of Directors who shall absent themselves from three (3) consecutive meetings thereof, unless they shall present to the Officers of the Chamber satisfactory excuses, shall be deemed to have resigned from the Board and shall cease to be a member of the Board. The remaining members of the Board shall have the sole authority to determine the sufficiency of any such excuses presented.
Section 11 Board of
Directors Meetings:
The Chamber Board of Directors meetings shall be open to the membership and minutes mailed within ten (10) days to the membership. The time, date and site of the meeting shall be determined by the of the Board members at the annual meeting.
Section 12 Nomination of
Directors:
Before the annual meeting, the Board shall appoint a nominating committee from among current membership. This committee shall select enough nominees to fill all vacancies existing on the Board at the time of the annual meeting and those due to expire at the end of the fiscal year. The slate so chosen shall be made known at the annual meeting and an opportunity presented for further nominations from the floor of said meeting. Voting shall then determine the election of the necessary number of Directors, President, Vice President, Secretary, Treasurer and Recorder to replace all those whose terms expire and fill any other vacancies.
Section 13 Expiration of
Term of Office:
At the expiration of the term of office of a Board member, all books, papers, and property of the Chamber shall be delivered to the Chamber office.
ARTICLE VI
Section 1 Committees:
The President shall appoint all committees.
Section 2 Finance
Committee:
The Finance Committee shall cause the books to be audited at the discretion of the Board of Directors.
Section 3 Committee Functions:
It shall be the function of Committees to investigate and make recommendations of actions. No Committee, standing or special, shall have the authority to commit the Chamber on any matter of general policy. It is the intent of this section to provide that Committees shall have the authority to decide on matters of interest to such Committees only and to make recommendations to the Board of Directors, for decisions, on all matters affecting the community or the Chamber as a whole. From any committee, both majority and minority, reports may be submitted to the Board of Directors.
Section 4 Committee Meetings:
Meetings of Committees may be called at any time by' the Chair of such Committee or by the President after coordination with the Committee Chair.
ARTICLE VII
Section 1 Regular Meetings:
The Board of Directors shall establish a schedule for meetings at the annual meeting. Special meetings may be ordered by twenty-five per cent (2 5%) of the Chamber membership at large or called by the Board of Directors.
Section 2 Notice of Meetings:
Each member of the Chamber shall be given notice of every regular or special meeting. Such notice shall be in writing and shall include an agenda of the business to be considered.
Section 3 Fiscal Year
The fiscal year shall be July 1 to June 30 inclusive.
Section 4 Annual
Meeting:
The annual meeting shall be held at such time as the Board of Directors may select, but by the last quarter of the fiscal year.
Section 5 Quorum:
A quorum at any regular meeting of the Chamber membership shall consist of not less than ten (10) percent of all members of the Chamber. A quorum of the Board shall consist of not less than five (5) Directors.
Section 7 Special
Meetings:
At all special meetings of the Chamber only business on the published agenda shall be considered or acted upon.
Section 8 Majority
Rule:
Except as otherwise herein provided, majority rule shall prevail among those present at all meetings of the Chamber and of the Board of Directors and all Committees. Except where specific procedure is prescribed in these By-laws, all activities shall be conducted in accordance with Robert's Rules of Order.
Section 9 Speaking and
Voting:
Any member in good standing shall be entitled to speak and vote at regular Chamber meetings on any subject brought before the Chamber for consideration. At the discretion of the President, debate may be limited.
ARTICLE VIII
Section 1 Voting:
All voting shall be by a show of hands unless the Board of Directors determines otherwise. No proxies shall be allowed. A plurality of the votes shall be sufficient for election. In the case of tie votes, the winner(s) shall be determined by lot.
ARTICLE IX
Section 1 Holding Over:
All Directors, the President. Vice President, Secretary, Treasurer and Recorder shall hold office until their successors have been duly elected or appointed according to these By-Laws.
ARTICLE X
Section 1 Disbursements:
No pledging or disbursements of the funds of the Chamber shall be made unless the same have been approved and ordered by the Board of Directors. All disbursements shall be made by check and signed by both the President and Treasurer.
ARTICLE XI
Section 1 Corporate Seal:
The corporate seal of the Eastport Area Chamber of Commerce shall have inserted thereon the name "Eastport Area Chamber of Commerce, Inc, the year of creation "1983 , and the words "Corporate Seal. Maine
ARTICLE XII
Section 1 Amendments:
These By-Laws may be amended or altered at any regular annual meeting by a two-thirds vote of those present, or at any special meeting provided that such amendments first be submitted to the Board of Directors for their information, and provided that notice of the purpose of such amendments be given to all members at least one (1) week in advance.
Section 2 Clarification:
Amendments in keeping with the spirit of these By-laws and solely for the purpose of supplementing or clarifying them. May be adopted by the Board of Directors, but must be submitted for ratification by the Chamber at its next membership meeting. Notice must be given as provided in Section 1 of this article.
Section 3 Interpretation:
The Chamber membership shall be the final authority as to the interpretation of these By-laws and all procedures under them.
Section 4 Notice:
Whenever the giving of notice or prior notice is required by these By-laws, it shall be sufficient if written notice is sent by ordinary mail to the address of record of each member on file with the Chamber officers. It shall be the responsibility of each member to keep the Chamber officers informed of the current address.
ARTICLE XIII
Section 1 Associate Members:
Any person employed by a business that is a member; any retired businessperson; members of the Clergy; teachers; or any person who wishes to promote Eastport and the area it serves may be an Associate Member.
Section 2 Dues:
The annual investment for Associate Members shall be $25.00, unless otherwise directed by the Board of Directors.