Constitution and By-Laws of the Oyster Bay-East Norwich Chamber of Commerce, Inc.
The objective of the Oyster Bay-East Norwich Chamber of Commerce Inc., hereinafter “The Chamber” or “Chamber” shall be to promote commerce and the common good and welfare of the Hamlets of Oyster Bay and East Norwich .
Section 1: Qualifications
Any person or firm desirous of furthering the objectives of the Chamber may become a member as provided:
A. Commercial members shall be those businesses, firms, or professional practices located in the Hamlet of Oyster Bay and East Norwich.
B. Residential members shall be those individuals who reside in the Hamlet of Oyster Bay and East Norwich but who are not conducting business within these areas.
C. Non-Profit Organization members shall be those organizations located in the Hamlet of Oyster Bay and East Norwich and the adjacent communities of Upper Brookville, Mill Neck, Centre Island, Oyster Bay Cove, Cove Neck, Laurel Hollow, Muttontown, and Lattingtown.
D. Supporting members shall be those business firms, professionals or individuals whose place of business and/or mailing address is not within the Hamlet of Oyster Bay and East Norwich. Supporting members shall not be eligible for: voting privileges, election as an Officer or Director of the Board, and directory listings other than “Supporting Member”. All other privileges of supporting members shall be determined by the Board.
E. Special Members. The board may appoint 1 (one) member to 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 the purpose for which the meeting is to be called shall have been mailed by registered post 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.
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. If within twenty (20) days after the date of such posting a number of members constituting not less than five percent (5%) of the Chamber membership in good standing at the time of the posting shall protest in writing such resolution, a Special Meeting shall be called, as provided by Article IV, section 2, herein for the purpose of considering such action of the Board of Directors.
Section 2: Period Covered
Annual dues shall cover a period commencing the day the member’s application is accepted and shall run for one year from that date. Dues for subsequent years shall be due on the last day of the month of the anniversary date of the member’s first joining. By example: a member who joined on July 4th, 2007 would be required to renew by July 31st, 2008.
Section 3: Arrears
Members who fail to pay their dues within thirty days (30) of their due date shall be notified. If payment is not made 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.
GENERAL MEMBERSHIP MEETINGS
Section 1: General Meetings
There shall be a general meeting of the Chamber membership at a time and date to be specified by the Board of Directors. The February 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: Special Meetings
Special Meetings of the Chamber may be called by the Board of Directors at their discretion. Upon the written request of five (5%) percent 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
Any member of the staff or officer of a firm may represent it at any meeting, provided such individual has the approval of the firm it represents. Each commercial, residential, and non-profit member, shall be entitled to one vote. Honorary and Supporting members shall not vote. The Special Member, if appointed, shall be eligible to vote.
Section 5: Annual Budget
The annual budget of the Oyster Bay-East Norwich Chamber of Commerce shall be voted upon by the membership present at the June meeting each year.
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, 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 six (6) Directors shall be elected by the members to serve for a term of three (3) years.
B. 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 members , half of which shall be members of the Board of Directors. 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 only in the event of a tie vote of the Committee. The Committee shall submit a list of nominees by the first Meeting in October. 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 November Board Meeting.
C. The method of election of Directors shall be by written or electronic 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. Ballots shall be sent to each voting member at the members last listed address not later than the 1st day of December and shall be returned not later than the 15th day of December. In addition to the names of the candidates, the Board of Directors shall cause to be prepared brief biographies indicating qualifications deemed appropriate by the Nominating Committee. 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 the 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 II, Section 5; 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 members (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 or Vice President, the quorum present may choose a Chairperson for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a day not more than thirty (30) days later.
Section 6: Absence
Should any member of the Board of Directors absent herself or himself unreasonably from three consecutive monthly meetings of the Board in any fiscal year or from more than two-thirds of regular/special meetings of the Board in any such year, without sending a communication to the President stating his/her reason for so doing, or if his/her explanation should not be accepted by the members of the Board, 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 three-year term.
Section 7: 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 three year term.
Section 8: 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 1: Number
The elected officers of the Chamber shall be President, Vice-President, Secretary and Treasurer. The Board, at its discretion, may create additional offices 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 one year. 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.
Sec. 4. Duties:
The duties and powers of the Officers of the Chamber shall be as follows:
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, and shall perform such other duties as are necessarily incident to the office of President of the Chamber.
In case of absence or temporary inability of the President to perform his or her duties, the Vice President shall act in his or her place.
It will be the duty of the Secretary to maintain minutes of the Board of Directors meetings and direct the answering of routine correspondence.
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.
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 seems 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, of each committee. Such member shall be termed the chairperson or liaison for that committee.
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.
Section 1: Referendum Vote
Upon the request in writing of five (5%) percent of the members in good standing, the Board of Directors shall, or upon its own initiative, may, submit a question to the members for referendum vote by mail or electronic communication; the ballot for such vote to be accompanied by briefs stating both sides of the question. When so stated in the request, action taken therein by the membership shall be final.
Section 1: By-Laws
These By-laws may be amended by a majority vote of the members 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.
February 1st, 1972