ARTICLE I - Name and Purpose

Section I: The name of this organization is the Marcy Chamber of Commerce, herein after referred to as MCC.

Section II: The mission of the Marcy Chamber of Commerce is to foster a positive business environment for private and public entities operating in Marcy and surrounding areas and to nurture the successful continuation and growth of current and future new business.

Section III: The MCC is a nonprofit corporation.

Section IV: The MCC is nonpartisan, nonsectarian and will not endorse any political candidate.

ARTICLE II - Membership

Section I: Any individual, business, association, corporation, partnership or estate is eligible for membership in the Marcy Chamber of Commerce.

Section II: The classes of membership are:
  • Business: any business, association, corporation or estate,
  • Individual: any individual representing only oneself , and
  • Honorary: honorary membership as described below.
A Business member must assign a designated representative who holds the voting rights for that membership. The members or their representative in all three classes receive the official correspondence from the MCC.

Section III: Application for membership is made in writing to the Board of Directors. An application must indicate the applicant's support and interest in the purpose of the MCC and will indicate acceptance of the MCC bylaws, rules, and regulations. Acceptance to membership will require a three-fourths favorable vote by the Board of Directors (Board).

Section IV: Each member will pay the established membership dues annually by January 31st. Dues not paid by March 1st will result in forfeiture of membership.

Section V: Any “Business” class member may acquire more than one membership by paying the annual individual dues, charged at the individual rate, for each such membership, and may designate an individual to represent each such membership.

Section VI: Any business member holding more than one membership is entitled to cast only one vote.

Section VII: Any business member holding one or more memberships will have the right to change any or all of its representatives upon written notice to the MC

Section VIII: Any member(s) may nominate an individual for honorary membership. The Board will act on such a nomination within two full board meeting cycles or a minimum of 60 days. Election to honorary membership will require a three-fourths affirmative vote of the Board. Honorary membership will include all the privileges of active membership but is exempt from payment of dues.

Section IX: Following written notification, a member may be expelled by the Board of Directors for just cause. No member may be expelled without the opportunity of a hearing before the Board. A three-fourths vote of all Directors present is necessary to expel a member. An expelled member will have the right to appeal to the entire MCC upon written request. Such request is made in writing and presented at the next annual MCC meeting.

ARTICLE III - Board of Directors

Section I: The responsibility for the government, legal matters, and financial solvency of the MCC and the direction of its work are vested in a Board of Directors consisting of twelve (12) members, one-third of whom are elected annually for a term of three years, as described below. Each Board member must be current in their dues. All Directors serve until their successor is installed at the annual meeting. The Directors will have power to fill all vacancies on the Board until such vacancies are filled by election at the next annual meeting. The Directors will adopt rules for conducting the business of the MCC. They will meet at least once a month at a time and place of their choosing.

Section II: A quorum at any meeting of the Board of Directors is two-thirds of the duly elected and installed members.

Section III: A member of the Board of Directors must attend at least nine meetings a year. Board members not able to meet this requirement may choose to offer their resignation to the Board. If no resignation is received, the Board may remove the Board member for failure to meet this requirement. The Secretary will notify the Board member of the Board’s action taken under this section.

Section IV: The Board of Directors is installed at the annual meeting of the MCC, or at a special meeting called for that purpose.

Section V: The President will form a Nominating Committee consisting of two (2) Board members and three (3) individuals drawn from the general membership no later than September 15th.

Section VI: The Nominating Committee is to create the ballot for the fall election. The ballot must have half again as many names as there are vacancies, both term and temporary, on the Board. The ballot will include spaces for write-in candidates. The Nominating Committee is to provide a copy of the ballot to the Board by November 1st. The ballot must be provided to the Secretary no later than November 10th for mailing to the membership. The Nominating Committee will also prepare a slate of candidates for the officer positions for the upcoming year.

Section VII: The Secretary will mail a copy of the ballot for Board positions to all members of the MCC at least twenty (20) days prior to the ballot return deadline of December 10th.

Section VIII: The President, Vice President, and Secretary will count the ballots.

Section IX: The number of nominees corresponding with the number of Directors to be elected who receive the highest number of votes will be declared elected by the President. The Secretary will report the results to the membership and Board.

Section X: Following the election and prior to the annual installation dinner, the new Board will be convened by the outgoing President to elect officers for the ensuing year.

Section XI: The annual installation of the Board members and Board officers will be held at the annual installation dinner in early January.

ARTICLE IV - Officers

Section I: The officers are: a President, a Vice-President, a Secretary and a Treasurer. The President, the Vice-President and Treasurer are elected from the members of the Board of Directors. The Secretary may, at the discretion of the Board, be elected from the Board or from the membership of the MCC. If the Secretary is chosen from outside of the Board membership, s/he will be an ex officio member of the Board without voting rights.

Section II: The President will preside at all meetings of the MCC and the Board of Directors, and perform all duties incident to this office. The President will, subject to the approval of the Board of Directors, appoint all committees and will be an ex officio member of all committees.

Section III: The Vice-President will act in the absence of the President and the Treasurer in the absent of both. In the absence of the President, the Vice-President and the Treasurer, a member of the Board of Directors will be chosen to act temporarily.

Section IV: The Secretary will maintain a list of current members, conduct the official correspondence, including mailing of ballots and dues statements, preserve all documents and communications, and maintain an accurate record of the proceedings of the MCC and the Board of Directors meetings. The Secretary will keep and publish minutes of each Board meeting and will give a monthly report to the Board concerning the MCC’s communications. The Secretary may be asked to perform other duties related to MCC business not listed above. The Secretary is a paid position of the MCC; the funding for the position is set by and approved by the MCC Board.

Section V: The Treasurer will receive and disburse the funds of the MCC, develop bills and dues statements on behalf of the MCC, keep accounting records and books of income and disbursements made by the MCC and arrange for an annual audit. The Treasurer will assist the Secretary in distributing dues notifications. The Treasurer will file the annual federal and state tax returns as a not-for-profit New York corporation and/or work directly with an agency, approved by the MCC Board, who will handle the necessary filings. The Treasurer, under the guidance of the President, will prepare a proposed annual budget for the ensuing year for consideration by the new Board. The Treasurer may be asked to perform other duties related to MCC business not listed above.

Section VI: Disbursements greater than an amount annually set by the Board will require Board or Executive Committee approval. All disbursements will be made by check, which will be signed by the Treasurer or a designated officer. The Treasurer will make a monthly report to the Board of Directors. The Board may require a bond for the Treasurer.

ARTICLE V - Committees

Section I: The President, with the approval of the Board of Directors, will appoint all committees and committee chairpersons. The President may appoint ad hoc committees and their chairperson as deemed necessary to carry out the program of the MCC. Committee appointments will be at the discretion of the President and will serve concurrent with the term of the appointing President. It will be the function of committees to make recommendations to the Board of Directors, and to carry out such activities as may be delegated to them by the Board.

Section II: The chairperson, with the approval of the President, will add up to two members from the membership of the MCC to any of the standing or ad hoc committees s/he chairs.

Section III: The Executive Committee will be comprised of the President, the Vice-President, the Treasurer, and the Secretary. In the interim between meetings of the Board, the Executive Committee will have charge of the routine business of the MCC.

Section IV: The Membership Committee will be responsible for developing a strategic communication plan. The committee is responsible for the planning and implementation of an annual membership drive, the annual Board installation ceremony, and the annual picnic. The membership of the committee will consist of no fewer than three board members and at least three members drawn from the membership at large of the MCC.

Section V: The Finance Committee will consist of two Board members as voted on by the Board of Directors. The committee may not include an Executive Committee member. The Finance Committee will audit the MCC books in December and report to the Board of Directors at the January meeting.

ARTICLE VI - Meetings

Section I: The regular monthly meeting of the Board will be held at a time and place of the Directors choosing. The Secretary will inform the membership of the regular monthly meetings.

Section II: The annual meeting of the MCC will be held in January following the Board’s January meeting at a time and place to be determined by the Board of Directors.

Section III: Twenty-five percent (25%) of the members in good standing will constitute a quorum at all membership meetings. A number of received written ballots exceeding twenty-five percent of the current membership shall be considered as meeting the quorum requirement.

ARTICLE VII - Fiscal Year

Section I: The fiscal year will end the 31st day of December.

ARTICLE VIII - Parliamentary Procedure

Section I: All questions of parliamentary procedure will be determined according to the latest edition of Robert's "Rules of Order."

ARTICLE IX - Amendments

Section I: Any member may propose amendments to these bylaws. Proposals for amendments will be forwarded to the Board for its consideration and presentation at an annual or special meeting of the MCC or through written ballot.

Section II: These bylaws may be amended by a three-fourths vote of the quorum. The vote may be conducted by written ballot or at any regular or special meeting of the MCC, provided notice of the proposed change is mailed to all members not less than thirty (30) days prior to such a meeting and that a quorum of the membership is present at the meeting.

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