PIKE COUNTYCHAMBER OF COMMERCE

By-Laws

These By-laws shall govern the operation and administration of the PikeCounty Chamber of Commerce, not-for-profit corporation, hereinafter referred to asthe“Chamber.”

Table of Contents
Article / Description / Page
1 / Identity / 2
2 / Mission / 2
3 / Methods / 3
4 / Membership / 4 - 7
5 / Meetings of Membership / 7
6 / Directors / 8-12
7 / Officers / 13 -14
8 / Executive Director / 15
9 / Committees / 15 -17
10 / Finances / 17 - 18
11 / Miscellaneous / 19
Index / 20 - 21
Article 1: Identity
Section / Description
1 / Name: The name of this organization shall be the Pike County Chamber of Commerce.
2 / Address: The address of the Chamber shall be: The Pike County Chamber of Commerce, 209 East Harford Street, Milford, Pennsylvania18337-0883.
Article 2:Mission
The mission of the Pike County Chamber is to accelerate business growth in Pike County, Pennsylvania, by representing business in promoting economic development while preserving and enhancing our community’s quality of life, by providing value-added programs and benefits to promote membership and to help members achieve success and by building partnerships and coalitions for business to effectively work with community, government and educational organizations in the shaping of public policy.
Article 3: Methods
Section / Description
1 / Conformity: The Chamber shall operate in total conformity with all local, state and Federal laws which apply to a not-for-profit organization as defined in Section 501(C) (6) of the Internal Revenue Code.
2 / Limitation of Activities: The Chamber shall be a non-political, nonsectarian organization and shall not take part in, lend its influence or facilities or otherwise support directly, the nomination, election, or appointment of any candidate for political office in any city, borough, township, county, state or nation. Nor shall the Chamber allow any meetings of a political nature to be held within or upon any premisessolelyoccupied or controlled by the Chamber. Provided, however, that the aforementioned provision shall not in any manner be construed as limiting or prohibiting the Chamber from voicing an opinion on any issue of importance to the community, notwithstanding the fact that such an issue may have political overtones. Nor shall same be construed as a prohibition against the Chamber’s conducting debates for the benefit of the general public, between candidates for political office or having elected officials address the meetings of the Chamber.
3 / The Pike County Chamber of Commerce will form a working alliance with the Economic Development Authority (EDA) to share one professional Executive Director for the two organizations, so as to create greater staffing and financial efficiencies within each organization.
4 / The Pike County Chamber of Commerce will maintain its own Board of Directors and continue with its current Mission and Objectives and will focus on strengthening existing County businesses.
5 / The Pike County Economic Development Authority (EDA) will maintain its own Board of Directors and continue with its current Mission and Objectives and will focus on bringing new business to the county.
Article 4: Membership
Section / Description
1 / Eligibility: Any individual, business, or other organization of good standing, having an interest in the objectives of the Chamber, shall be eligible to apply for membership.
2 / Type of Membership: There shall be five(5)types of membership in the Chamber:Business or Professional (hereinafter referred to as Business), Honorary, Associate, Reciprocaland Non-Profit.
3 / Business Membership: Any reputable business entity whether a sole proprietorship, partnership, corporation, association or otherwise, upon acceptance, may become a Business member of the Chamber.
3 / A business entity may only hold one membership in the Chamber.
3A / Each business member shall pay an annual investment fee to the Chamber in such amounts as may be prescribed by the Board of Directors from time to time.
3B / Each business member shall designate a representative who shall act on its behalf in the affairs of the Chamber by the filing of a duly executed informational certificate with the Chamber. The filing of such a certificate may empower the individual named therein to act on behalf of the member until such time as the certificate is revoked by the member or superseded by a subsequent certificate.
3C / Notwithstanding subparagraph (b) of this provision, any interestedpersonis invited to attendmembershipmeetings of the Chamber. Only the attendance of the designated representative of a business member shall be counted in determining if a quorum is present for any meeting of the membership.
3D / No person may act as a representative for more than one member.
4 / Honorary Membership: Any person who distinguishes himself/herself in the community or in the furtherance of the purposes of the Chamber, or otherwise merits distinction by reason of his/her work for the Chamber, may in accordance herewith be bestowed honorary membership in the Chamber subject to annual reappointment. Honorary members may serve on the Board of Directors with all membership privileges.
4A / A person may only become an honorary member upon nomination by the Board of Directors and acceptance by three-fourths (3/4) of the Directors attending the meeting.
1)Prior to any individual being accepted by the Directors as an Honorary member, notice shall be given to the Directors of such action, including the meeting at which such action will be voted upon.
4B / Honorary members shall be exempt from the payment of any annual investment fee.
4 C / An Honorary member shall have a vote in the affairs of the Chamber.
5 / Associate Membership:Any reputable individual may, upon acceptance by the Board of Directors, become an Associate member of the Chamber.
5A / Associate members shall pay an annual investment fee to the Chamber in such amounts as may be prescribed by the Board of Directors from time to time.
5B / An Associate membership shall be personal to the individual becoming such a member and shall not be permitted to designate another individual to attend any meeting of the Chamber on his behalf.
6 / Reciprocal Membership: Any exchange of membership between the Chamber and another organization shall be approved by the Board of Directors.
7 / Non-Profit Membership: A corporation or an association that conducts business for the benefit of the general public without shareholders, is an organization that does not distribute its surplus funds to owners or shareholders, but instead uses them to help pursue its goals. An example organization is government, 501(c) 3, 501(c) 9 non-profits and charitable.
8 / Application For Membership and Acceptance: Application for a membership shall be made in writing to the Chamber. Such application shall be deemed and construed as a guarantee on the part of the applicant of his interest in andagreementwith the purposes of the Chamber and, if accepted, his/her adherence to the By-laws and rules and regulations of the Chamber.
9 / Termination of Membership:The death, insolvency, liquidation, dissolution or resignation of a member shall terminate such membership.
9A / Membership may be revoked if a member fails to pay his/her annual investment fee, within such reasonable time as may be prescribed by the Board of Directors.
9B / Membership in the Chamber may be revoked at any time, at the discretion of the Board of Directors. Written notification shall be made and it shall be construed that the member has resigned effective that date.
10 / Voting: Each Associate,Honorary and Non-Profit member shall have one vote in the affairs of the Chamber. Reciprocal members may vote only if our representative in their organization has the right to vote.
10 A / Each Business member shall have one vote in the affairs of the Chamber. Said vote shall be cast only by the member per its designated representative.
10 B / Any member who fails to make payment of his annual investment fee, on the basis as established from time to time by the Board of Directors, shall, in addition to any other action which may be taken by the Chamber, automatically lose his vote in the affairs of the Chamber. (Ref 9A)
10 C / A majority of the votes of the members entitled to vote, present at a meeting, shall decide any question unless these By-laws provide otherwise, in which event, the percentage of votes required in these by-laws shall decide the issue.
11 / Method of Voting: Votes may only becastby the designatedrepresentative of a Business member or by Honorary, Associate,Non-Profitor, Reciprocal members (as entitled to vote in Section 10above).
11 A / Voting for election to the Board of Directors of the Chamber shall be by written ballot, which shall be in such form as may be prescribed from time to time by the Board.
1) The ballots provided for in this Section shall be forwarded to the voting members not less than twenty (20) days prior to the regular Board meetingin which the tabulation of ballots for the election of Directors is held.
2) All ballots shall bereceived by the official office of the Chamber not less than twenty-four (24) hours before the meeting at which the tabulation of ballots for the election of Directors is held.
3) All ballots received by mail shall be held unopened until the election, and the election results will then be recorded.
4)The Chamber office staff shall notify all members of the Chamber who have been elected to the Board of Directors withinseven (7) days of their election.
5) Ballots shall be received by fax, e-mail, in person or by U.S. Postal mail.
6) Elected members of the Board shall be chosen by a majority
vote of the membership voting on the issue.
7) All write-in candidates shall have a minimum of ten (10) write-in votes in order to be elected. Candidates must be a member in good standing and submit signed paperwork within ten (10) business days of the election meeting.
11B / No proxy voting shall be permitted under any circumstances regarding any matter.
Article 5: Meetings of Membership
Section / Description
1 / Place: All meetings of the Chamber shall be held at such time and place as shall be designated by the Board of Directors and/or the President.
2 / Written Notice: The Executive Director shall notify the membership of the time and place of the meetings and any issues which may be presented by the Board to the membership not less than ten (10) days prior to each meeting.
3 / Annual Meeting:The annual meeting of the membership shall be held on such date, time and place as shall be determined by the Board of Directors.
3A / At the annual meeting, the following business shall be brought before the membership:
1)The installation of Directors and Officers.
2)Presentation of the Annual Budget for review,
discussion& acceptance.
by the membership.
3)The transaction of such other business as may properly be
brought before the meeting.
4 / Quorum: At any meeting of the membership, twenty one (21)Business members shall constitute a quorum, and any occurring vote of such majority shall be valid and binding upon the Chamber except as otherwise provided in these By-laws.
5 / Adjourned Meeting: If any meeting cannot be conducted because a quorum of members is not present, the meeting must be adjourned and so recorded by the Secretary. The president shall then reschedule the meeting within seven (7) days;twenty one (21)business members shall constitute a quorum.
Article 6: Directors
Section / Description
1 / Number: The affairs of the Chamber shall be governed by a Board of Directors, composed of twenty-one (21) Directors who shall be elected by the Chamber, and three (3) Directors who shall be appointed by the Pike County Economic Development Authority (EDA) and who shall then be current Directors of the EDA. In addition, the Board of Directors may make appointments to the Board pursuant to Sections 2, 3 and 4 of this Article.
1A / Annually, the Chamber Directors will appoint three (3) of their members, who need not be Officers of the Chamber, to serve on the Pike County Economic Development Authority Board of Directors, the appointment of which shall be subject to the approval of the Commissioners of Pike County.
1B / Each year the Chamber may elect the number of Directors to fill the twenty one (21) elected seats.
2 / Section 2. Special Appointments:The Board may annually appoint a Business Council (BC) member and an alternate to be members of the Board of Directors, to serve as the Business Council representative. The Business Council member and alternate must be members in good standing of the Chamber. The alternate shall act and vote only in the absence of the Business Council member. The Board shall consider the recommendations of the Business Council prior to making its appointments
3 / Honorary Director: An Honorary Director can beappointed by the Board of Directorsfor a term of one (1) calendar year to serve on the Board subject to reappointment. If he/she is the owner of a business or represents an organization, that business or organization shall pay dues. Honorary Directors shall have all the rights and privileges of a Director. In order to have the right to vote they must attend a minimum of three (3) meetings during a twelve (12) month period. Honorary Directors shall be in addition to the number of directors as set forth in article6, Section 1herein. The number of Honorary Directors is limited to five (5).
4 / Director Emeritus: A Director with a minimum of 20 years on the Board who has served above and beyond in many chamber activities may qualify for the position of Director Emeritus. A Director Emeritus does not pay dues. If he/she is the owner of a business or represents an organization, that business or organization shall pay dues. Directors Emeriti shall have all the rights and privileges of a Director. In order to have the right to vote they must attend a minimum of three (3) meetings during a twelve (12) month period. Directors Emeriti shall be in addition to the number of directors as set forth in article6, Section 1herein. The number of Directors Emeriti is limited to five (5). This is a lifetime appointment.
4A / No Honorary Director or Director Emeritus shall vote on any matter requiring Chamber and EDA Alliance matters.
5 / Qualifications: Any member or designated representative of a business member may be elected to the Board of Directors.
5A / All elected Directors shall be members in good standing of the Chamber, in accordance with policies established by the Board of Directors. A member in good standing is a Chamber member who or which has timely fulfilled all financial obligations of membership to the Chamber as they become due and is not otherwise in violation of any requirement of the Chamber.
6 / Terms: Each Director shall hold office for a term of two (2) years unless said term is terminated as hereinafter set forth.
6A / Voting for the election of members to the Boardof Directorsshall be accomplished by written ballot in accordance with these By-laws.
6B / Any individual interested in running for vacancy on the Board of Directors shall notify the office of the Chamber of his intention to run for such office at least sixty (60) days before the election.
6C / The President of the Chamber shall appoint a committee of three (3) members, who are not on the ballot, to act as judges to supervise the election to ensure that the same is conducted properly and the ballots are properly counted and recorded.
6D / The Chamber Officeshall notify all members of the Chamber who have been elected to the Board of Directors within seven (7)days of their election.
7 / Meetings: Organizational Meeting: The organizational meeting of the Board will be part of the January meeting at which new Directors are inducted. At that meeting the Board shall install the officers of the Chamber for the year.
7A / Regular Meetings: The Board of the Chamber shall meet as designated, from time to time, by the Directors.
If a quorum is present, the Board shall act on the minutes of the previous meeting, act on the Treasurer’s Report, receive committee reports and constructive action necessary for the viability and growth of the Chamber and its standing in the community.
7B / Special Meetings: Special meetings may be called by the President or at the request of nine (9)Directors. At least two (2) days notice shall be provided to members prior to the meeting and an agenda provided by those requesting the meeting.
7C / Quorum: Nine (9) Directors in office at the time of any meeting shall comprise a quorum for the transaction of all business.
7D / Voting: Each Board member shall be entitled to cast one (1) vote and a majority vote of the Directors present, a quorum also being present, shall bind the Board for all purposes unless otherwise provided by law or in these By-laws.
8 / Reimbursement of Expenses: Directors reimbursement of expenses shall be pre-approved by the Executive Committee or the Board.
9 / Indemnification of Directors and Officers:Directors shall be indemnified to the fullest extent as permitted by Pennsylvania law.
10 / Disqualification and Resignation of Directors: Any Director may resign at any time by sending a written notice of such resignation to the Board of Directors. Unless otherwise specified therein, such resignation shall take effect upon receipt and approvalby the Board of Directors.
10A / If the membership of any entity or individual is terminated pursuant to the By-laws, such termination shall constitute the automatic termination of the Director representing that organization. Such termination will be effective when approved by the Board. Ref. Article 4 section 9.
10B / If a member shall fail to pay the annual membership investment when due, then such action shall constitute the terminationof any Director who is a member of the Chamber by reason of such membership. Such terminationis effective when approvedby the Board.
11 / The Secretaryshall maintain the attendance of the Board and shall send a reminder to Directors when they miss their second Board meeting in a calendar year. The Secretary shall notify the Executive Committee when a Director is absent from a third regularly scheduled Board meeting in any calendar year. The Executive Committee shall review the case and make a recommendation to the full Board with regards to that Director’s continuing service. Removal from the Board requires a majority vote of the Directors. Should additional absences occur, the circumstances will each time be reviewed by the Executive Committee, with subsequent recommendations to the full Board.
11A / Any Director may be removed from the Board at any time as pursuant to the by-laws by a majority vote of 2/3 of the regular full board (with specific cause whenever, in the judgment of the Board, the interest of the Chamber will be best served). Voting directors must be present at the meeting and majority vote will carry. The regular full Board will consist of up to twenty-four (24) Directors plus any Honorary Directors and special appointments ie: Business Council. If such a Director has been removed with specific cause, no future considerations for re-instatement or return will be permitted.