Cooperstown Chamber of Commerce, Inc.
Corporate By-Laws
Article I.
Name,
Territory and Office
Section 1.
Name. The Corporation shall be known
as Cooperstown
Chamber of Commerce, Inc. (hereinafter “the Chamber”).
Section 2.
Territory. The Chamber shall conduct
activities primarily in
Section 3.
Office. The principal office of the
Chamber shall be located in the
Article II.
The Chamber is
an organization of business people and other community members working together
to advance the business, cultural, and civic welfare of the Cooperstown area as
stated in the Chamber’s Certificate of Incorporation.
Article III.
Membership
Section 1. Criteria for Membership. Any association, business, company,
corporation, organization, partnership or proprietorship, or any individual
business-owner, certified practitioner, licensed professional or other
proprietor, or any other individual dedicated to the mission and purposes of
the Chamber shall be eligible for Membership in the Chamber. The Board of Directors may establish
additional criteria for membership, including a schedule of dues, and any
waivers thereof, as well as procedural requirements for prospective members,
unless otherwise proscribed by law, the Certificate of Incorporation and/or
these By-Laws.
Section
2. Classes of Membership.
2.1.
Classes of Membership Authorized.
Two classes of Membership are available to Members of the Chamber: Organizational and Individual
Membership.
2.2.
Organizational Membership.
Any association, business, company, corporation, organization,
partnership, or proprietorship, or any individual business-owner, licensed
professional or certified practitioner dedicated to the mission and purposes of
the Chamber shall hold Organizational Membership. Pursuant to Section 7 of Article IV of these
By-Laws, each Organizational Member shall appoint one (1) Official
Representative for purposes of voting.
2.3.
Individual Membership. Any
individual dedicated to the mission and purposes of the Chamber not meeting the
requirements for Organizational Membership shall hold Individual Membership.
2.4.
Restrictions Upon Individual Membership. The following individuals shall be precluded
from holding Individual Membership with the Chamber: (a) individuals holding Organizational
Membership; (b) members of the immediate family (spouses or life-partners,
parents, children, siblings or the spouses or life-partners of any such
individuals) of individuals holding Organizational Membership; (c) authorized
agents or employees, or members of their immediate family (as defined herein),
of Organizational Members; or, any other individuals, or members of their
immediate family (as defined herein), serving as directors, officers, members,
partners, proprietors or owners (holders of more than ten percent (10%) of the
total number of outstanding shares), of Organizational Members.
Section 3. Admission. The Board of Directors, by majority vote, may
admit applicants for membership with the Chamber at any Regular or Special
Meeting of the Board of Directors called for that purpose.
Section 4. Evidence of Membership. Each Member shall be issued a membership card
or certificate indicating the appropriate membership form of the Member. Membership cards or certificates are not
transferable.
Section 5. Suspension. Any or all of the Members may be suspended
for cause by a majority vote of the Board of Directors, provided there is a
quorum for the meeting at which the action is taken. At any meeting of the Board where a vote is
to be taken to suspend a Member, the Member in question may attend and shall be
given a reasonable opportunity to respond to charges giving rise to the vote
for suspension.
Section 6. Membership Dues.
6.1.
Assessment. The Board of
Directors shall establish a schedule of annual dues for Membership in the
Chamber.
6.2.
Assessment Period. The assessment
of dues for membership runs on an annual basis.
The annual membership year for all Members shall begin on the first day
of October and end on the last day of September.
6.3.
Delinquency. Any
Organizational or Individual Member failing to remit dues by the first day of
October for the membership year shall be deemed delinquent. Members deemed delinquent in the payment of
dues shall be disqualified from voting at, or otherwise participating in, the
Annual Meeting or any Special Meetings of the Membership; holding any office or
committee position; or otherwise enjoying the privileges of membership within
the Chamber until arrears are brought current.
6.4.
Waiver. The dues of an
Organizational or Individual Members may be waived at the discretion of the
Board of Directors if a request for such waiver is received by the Board prior
to the first day of October of the membership year for which waiver is sought.
6.5.
Payment of Dues for New Members.
Unless waived by the Board of
Directors, annual dues for new Members are payable on or before the date upon
which application for membership is approved.
In instances where membership is denied, payment of dues will be
returned to the unsuccessful applicant.
Annual dues for applications received after the first day of October
will be pro rated for that year on a basis to be determined by the Board.
6.6.
Payment of Dues for Removed Members. Members that have been permanently removed
form the Membership are not entitled to a return of their dues, or any portion
thereof.
Article IV.
Meetings of the Membership
Section
1. Meetings.
1.1.
Annual Meeting. A meeting of
the Members entitled to vote shall be held for the election of Directors and
the transaction of business in the month of October of each year on any day in
that month as determined by the Board of Directors.
1.2.
Special Meetings. Special
Meetings of the Members entitled to vote may be called at any time by the
President, or a majority vote of the Board of Directors, provided there is a quorum at the meeting of the Board of
Directors at which the action for a special meeting is taken, or upon the
written request of at least ten (10) percent of the qualified voting Members of
the Chamber.
Section 2. Place of Meetings. Meetings of the Membership shall be held at
the principal office of the Chamber or at such other place, within or outside
The County of Otsego, State of
Section 3. Notice of Meetings.
3.1.
Written Notice. Written
notice shall be given to Members entitled to vote of each meeting of the
Membership. Notices shall state the
place, dates and hours of the meeting and, unless it is the Annual Meeting,
shall also indicate that it is being issued by or at the direction of the
person or persons calling the meeting.
Notice of a Special Meeting shall also state the purpose or purposes for
which it is being called. A copy of the
notice of any meeting shall be given, personally or by first class mail not
less than ten (10) nor more than fifty (50) days before the date of the
meeting, or by another class of mail not less than thirty (30) nor more than
sixty (60) days before such date, to all Members entitled to vote at such
meeting. If mailed, such notice is given
when deposited in the United States mail, with postage thereon pre-paid,
directed to the Member at the Member’s address as it appears on the record of
Members, or if the Member has filed with the Secretary a written request that
notices to the Member be mailed to some other address, then directed to the
Member at such other address.
3.2. Notice by Publication. Provided this Chamber has more than five
hundred (500) Members, notice of meetings of the Membership may be served by
publication, in lieu of mailing, in a newspaper published in the county in the
state in which the principal office of this Chamber is located, once a week for
three (3) successive weeks next preceding the date of the meeting.
3.3 Waiver of Notice. Notice of meetings of the Membership need
not be given to any Member entitled to vote who submits a signed waiver of
notice, whether before or after the meeting.
The attendance of any Member entitled to vote at a meeting without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by the Member.
Section 4. Quorum.
A quorum shall be required for
the legal and proper conduct of the business of the Membership. Members entitled to cast at least ten
percent (10%) of the total number of votes entitled to be cast at a meeting of
the Membership shall constitute a quorum for the transaction of any
business. A properly convened meeting
shall immediately be called to an end in the event that the withdrawal of
certain Members renders the Membership without at least ten percent (10%) of
the total number of votes entitled to be cast at the meeting.
Section
5. Adjournment. A majority
of the Members entitled to vote
present at any meeting of the Membership, whether or not a quorum is present,
may adjourn any meeting to another time and place. Notice of the adjournment shall be given to
all Members entitled to vote absent
at the time of the adjournment, and unless such time and place are announced at
the meeting, to the other Members entitled to vote.
Section 6. Organization
6.1. Chair.
At all meetings of the Membership, the President, or, in his/her
absence, the Vice-President or, in
his/her absence, another Director chosen by
the Membership shall preside.
6.2. Secretary. At all
meetings of the Membership, the Secretary, or, in his/her absence, any
Assistant Secretary or, in his/her
absence, another Director chosen by the
Membership shall act as secretary at the meeting.
Section 7. Qualification of Voters.
7.1.
Votes Authorized. Every
Member of record of the Chamber shall be entitled to one (1) vote upon each
proposition coming before the Annual Meeting or any Special Meetings of the
Membership. Each Organizational Member
shall have one (1) Official Representative for purposes of voting.
7.2.
Qualification. The Board of
Directors may fix a date as the record date for the purpose of determining the
Members entitled to vote at any meeting of the members or any adjournment
thereof, or to express consent to or dissent any proposal without a
meeting. The record date shall not be
more than fifty (50) nor less than ten (10) days before the date of the
meeting. In order for an Official
Representative to cast a ballot on behalf of an Organizational Member, his/her
name must be on file with the Secretary of the Chamber, and/or his/her
designee, at least (10) days prior to the date of the meeting where said ballot
is to be cast. An Organizational Member
may change Official Representatives at any time; however, such changes will not
become effective for purposes of voting until ten (10) days have passed from
the date of filing with the Secretary of the Chamber, and/or his/her designee.
Section 8. Voting
8.1
Election of Directors.
Members of the Board of Directors shall be elected by a plurality of the
votes cast at a meeting of the Membership except as may otherwise be required
by law, the Certificate of Incorporation and/or these By-Laws.
8.2.
Other Actions of the Membership.
Whenever any corporate action, other than the election of Directors, is
to be taken by vote of the Membership, it shall, except as otherwise may be
required by law, the Certificate of Incorporation and/or these By-Laws, be
authorized by a majority of the votes cast at such meeting.
Section 9. Proxies.
9.1.
Proxies Authorized. Every
Individual Member or Official Representative of an Organizational Member
entitled to vote at Membership meetings or to express consent or dissent
without a meeting may authorize another person or persons to act for such
Member by proxy.
9.2.
Validation. Every proxy must
be signed by the Member or the Member’s attorney-in-fact. No proxy shall be valid after the expiration
of eleven (11) months from the date thereof unless otherwise provided by
proxy.
9.3. Revocation. Every proxy shall be revocable at the
pleasure of the Member executing same, except as may otherwise be provided by
law.
Article V.
Board
of Directors
Section 1. General Management. The
general management of the affairs of this Chamber shall be vested in a Board of
Directors. The Board of Directors shall
have control of the property of the Chamber and shall determine its policies
with the advice of its various committees.
It shall have power to employ necessary staff and other help, authorize
expenditures and take all necessary and proper steps to carry out the purposes
of this Chamber and to promote its best interest.
Section 2. Number.
There shall be at least nine (9), but no more than fifteen (15), seats
on the Board of Directors, including Officers.
Section 3.
Qualifications. Each member
of the Board of Directors must be at least eighteen (18) years of age and be an
Individual Member or Official Representative of an Organizational Member of the
Chamber.
Section 4. Selection Procedure
of Directors, Terms of Office & Vacancies.
4.1. Selection. The Membership shall elect all Directors of
the Chamber.
4.2. Selection Procedure. All Members entitled to vote shall cast a
vote for a number of candidates equal to the number of vacancies to be filled
until the required number of Board members, as specified in Section 2 of this
article, is achieved. If, at any time
during this process, there is a tie among a number of candidates, which number
is greater than the number of vacancies remaining, the voters shall thereupon
vote again, casting a number of votes equal to the remaining vacancies. Only the candidates who are tied may run in
this subsequent election. The remaining
vacancies shall be filled as outlined above.
All subsequent ties shall be dealt with as outlined herein.
4.3. Terms of Office. The term of office for a Board member shall
be three (3) years unless otherwise provided in these By-Laws. One-third of the members shall be selected
every three years. The terms of office
for all Directors shall begin on the day of their election and shall conclude
upon the election of their successors.
No Director may serve more than two (2) consecutive terms.
4.4. Vacancies. A vacancy in office shall arise upon the death,
resignation, removal or lapse of membership of a Director. Except in the cases of the office of
President, a vacancy on the Board of Directors occurring in the interim between
annual meetings shall be filled by an interim successor appointed by the Board
of Directors. In the case of a vacancy
in the office of President, the Vice President shall assume the Presidency
until the next Annual Meeting. At the
next Annual Meeting following the vacancy, the Membership shall elect a
permanent successor for the vacated position. In the event that the
interim successor is subsequently elected to serve as a permanent successor,
the first year of his/her term shall be deemed to have commenced upon his/her
election, without regard to the duration of interim service.
Section 5. Resignation. A Director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Chamber. Unless otherwise specified in
notice, the resignation shall take effect upon receipt thereof by the Board of
Directors, the President or the Secretary, and the acceptance of the
resignation shall not be necessary to make it effective.
Section 6. Suspension and
Removal. Any or all of the members
of the Board of Directors may be suspended or removed for cause by a majority
vote of the Board of Directors, provided there is a quorum for the meeting at
which the action is taken. At any
meeting of the Board where a vote is to be taken to suspend or to remove a
Director, the Director in question may attend and shall be given a reasonable
opportunity to respond to charges giving rise to the vote for suspension.
Section
7. Annual
Report. The Board of Directors shall
present at the Annual Meeting the most recent Bi-Annual audit prepared by a
certified firm of independent public accountants selected by the Board, showing
in appropriate detail the following:
a. the assets and liabilities, including the
trust funds, if any, of the Chamber as of the end of the twelve-month fiscal
period terminating not more than six months prior to said meeting;
b. the principal changes in assets and
liabilities, including trust funds, if any, during said fiscal period;
c. the revenue or receipts of the Chamber both
unrestricted and restricted to particular purposes, during said fiscal period,
and;
d. the expenses or disbursements of the
Chamber, both general and restricted to particular purposes, during said fiscal
period.
This report shall be filed with the
records of this Chamber and a copy thereof entered in the minutes of the
proceedings of the Annual Meeting.
Article VI.
Meetings of the Board of Directors
Section
1. Meetings.
1.1. Regular Meetings. The Board of Directors shall endeavor to
convene Regular Meetings on a bi-monthly basis.
Regular
Meetings of the Board of Directors may be held, with, or without, notice at
such times as may he fixed from time to time by resolution of the Board of
Directors.
1.2.
Special Meetings. Special
Meetings of the Board of’ Directors shall be held whenever called by the
President, the Secretary, or any three (3) Directors. Notice of Special Meetings shall be given
personally or by telephone, electronic mail, facsimile or first class mail and
shall state the purposes, time and place of the meeting. If notice is given personally or by telephone
it shall be given not less than three (3) days before the meeting; if it is
given by electronic mail, facsimile or first class mail, it shall be given not
less than five (5) days before the meeting.
Notice of a meeting need not be given
to any Director who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him or her.
Section 2. Quorum. A quorum shall be required for the legal and
proper conduct of the business of the Board of Directors. A majority of the total number of members of the
Board of Directors then in existence shall constitute a quorum for the
transaction of any business. In the
event that withdrawal of certain Directors renders the Board of Directors
without at least a majority of the total number of votes entitled to be cast,
no further action can be taken during the meeting.
Section 3. Adjournment. A majority of directors present at a meeting of
the Board of Directors, whether or not a quorum is present, may adjourn any
meeting to another time and place.
Notice of the adjournment shall be given to all Directors who were
absent at the time of the adjournment, and unless such time and place are announced
at the meeting, to the other Directors
Section 4. Organization.
4.1. Chair.
At all meetings of the Board of Directors, the President, or, in his/her
absence, the Vice-President or, in
his/her absence, another Director chosen by
the Board shall preside.
4.2. Secretary. At all
meetings of the Board of directors, the Secretary, or, in his/her
absence, any Assistant Secretary or,
in his/her absence, another Director chosen
by the Board shall act as secretary of the meeting.
Section 5. Voting. Each member of the Board of Directors
shall have one vote. A majority vote of
those present, provided there is a quorum, shall be sufficient on any
proposition presented and acted upon at a meeting.
Section 6. Action by the Board of Directors.
6.1.
Action Defined. Except as
otherwise provided by law or in these By-Laws, an “Action,” or “Act,” of the
Board of Directors shall mean an action at a meeting of the Board authorized by
vote of a majority of the Directors present at the time of the vote, provided a
sufficient quorum is present.
6.2.
Written Consent. Any
action required or permitted to be taken by the Board of Directors or any
committee thereof may be taken without a meeting if all members of the Board or
the committee consent in writing to the adoption of a resolution authorizing
the action. The resolution and the
written consents thereto by the members of the Board or committee shall be
filed with the minutes of the proceedings of the Board or committee.
6.3. Electronic Communication. Any one or more members of the Board of
Directors or any committee thereof may participate in a meeting of such Board
or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.
Section 7. Attendance. A member of the Board of Directors who misses
more than 50% of the regularly scheduled Board Meetings on a rolling 12-month
basis will be automatically suspended and so notified by the Secretary. At the next meeting of the Board, the
Executive Committee will recommend
reinstatement, continued suspension, or removal of the Director for
action by the full Board.
Article Vii.
Officers
Section 1. Officers, Election,
Term. The Board of Directors shall
elect by majority vote a President, Vice President, Secretary and Treasurer,
and such other Officers as it may determine, who shall be given such duties,
powers and functions as hereinafter provided.
Officers shall be elected to hold office for two (2) years from the date
of election. Each Officer shall hold
office for the term for which he or she is elected and until his or her
successor has been elected. Any two (2)
or more offices may be held by the same person, except the offices of President
and Secretary. No Officer shall hold the
same office for more than two (2) consecutive terms unless otherwise provided
in this Article VII. At the conclusion
of their final terms as Officers, former Officers shall be entitled to remain
members of the Board of Directors for the duration of their elected terms as
Directors.
Section 2. Removal,
Resignation. Officers serve at the
discretion of the Board of Directors.
Any Officer elected by the Board may be removed by the Board. In the event of the death, resignation or
removal of an Officer, the President of the Board shall appoint an acting
successor to fill the un-expired term.
This appointment shall be confirmed or disapproved by the full board
within the next two regular meetings.
Section 3. Duties.
3.1. President. The President
shall be the principal executive officer of the Chamber and shall in general
supervise and control all of the business and affairs of the Chamber. He/she shall preside at all meetings of the
members and of the Board of Directors.
The President, the Secretary or any other proper officer of the Chamber
authorized by the Board of Directors may sign any deeds, mortgages, bonds,
contracts or other instruments that the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these by-laws or by statute
to some other Officer or agency of the Chamber.
In general the President shall perform all duties as may be prescribed
by the Board of Directors from time to time.
At the conclusion of his final term, the President
shall serve one (1) additional year as an Immediate Past President, an ex-officio,
non-elected member of the Board of Directors without voting privileges.
3.2. Vice President. In the absence of the President, or in the
event of his/her inability to act, the Vice President shall perform the duties
of the President, and when so acting shall have all the powers of and be
subject to all the restrictions upon the President. He/she shall also assume responsibilities for
oversight relative to corporate committees, including the appointment of
committee chairs and members, subject to the approval of the President and the
Board of Directors. The Vice President
shall perform such other duties as from time to time may be assigned to him/her
by the President and/or the Board of Directors.
3.3. Secretary. The Secretary shall keep the minutes of the
meetings of the Members and of the Board of Directors in one or more books
provided for that purpose, see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law, and be custodian of
the corporate records of the Chamber.
The Secretary shall keep a register of the post office address of each
member and, in general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him/her by the
President and/or the Board of Directors.
In addition, the Secretary shall notify members of their election to
office or their appointment to committees and keep a record of the transactions
of the Chamber and of the Executive Board.
3.4 Treasurer. The Treasurer shall be responsible for the
supervision of an account of all monies received or expended by the by the
Chamber. In general, the treasurer shall
perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him/her by the President or by
the Board of Directors. He/she shall
report to the Board at all meetings, according to a format prescribed by the
Board of Directors.
3.5. Professional Manager. The
Board of Directors may employ an Executive Director (chief administrative
officer) who shall have general charge, subject to the overall control and
direction of the Board, oversight and direction of the affairs and business of
the Chamber, and responsibility for the employment and discharge of staff. The Executive Director shall be the principal
administrative officer of the Chamber, charged with the duties of effectuating
the purposes of the Chamber, carrying out the directives of the Board of Directors
and the Membership in performing any and all functions necessary and proper to
ensure that the policies, objectives and aims of the Chamber are carried
out. He/she shall serve as an ex officio
non-voting member of the Board of Directors and all committees of the Chamber
and, therefore, may participate fully in Board and committee discussions and in policy proposal and development.
Article VIii.
Committees
Section 1. Appointments.
1.1. Standing Committees. The
Vice President shall, subject to approval of the President and the Board of
Directors, appoint the following Standing Committees: Executive Committee, with responsibilities
more fully set forth in Section 6 of this Article VIII; Finance Committee, with
responsibilities including fund development initiatives, auditing procedures
and annual reports; Nominating Committee, with responsibilities including the nomination
of officers and the development of slates of candidates for membership on the
Board of Directors, but excluding sitting Directors eligible for reelection;
Membership Committee, with responsibilities including those relative to the
Annual Meeting; By-Laws Committee; Strategic Planning Committee; Events
Committee, with responsibilities including those relative to business, seasonal
and holiday promotions; Marketing and Public Relations Committee, with
responsibilities including publication of an area guide and web-site design;
and, Liaisons Committee, with responsibilities including the maintenance of
relationships with the County Intergovernmental Affairs Committee, local
governments, the County Tourism Advisory Board and the Otsego County and local
Chambers of Commerce.
1.2. Ad Hoc Committees. Additional
committees may be created and appointed by the president with the consent of
the board of directors as needed for special purposes.
Section 2. Powers and
Responsibilities. Each committee and
every member thereof shall serve at the pleasure of the Board of
Directors. Except as otherwise be
provided by Section 6 of this Article, no committee shall have the power to
represent, bind or otherwise speak for the Chamber without the express consent
of the Board of Directors. Each
committee shall keep minutes of proceedings and regularly report to the Board
of Directors
Section 3.
Qualifications. All
committees of the Chamber shall be comprised of Members of the Chamber. The Board of Directors may establish or waive
qualifications for committee membership at its discretion.
Section 4. Meetings. Meetings of committees, of which no notice
shall be necessary, shall be held at such time and place as shall be fixed by
the President of the Chamber or the Chairperson of the Committee or by a
majority vote of all of the members of the Committee.
Section 5. Quorum and Manner
of Acting. Unless otherwise provided
by resolution of the Board of Directors, a majority of all of the members of a
committee shall constitute a quorum for the transaction of business and the
vote of a majority of all of the members of the committee shall be the act of
the committee. The procedures and manner
of acting of the committees of the Board shall be subject at all times to the
Directions of the Board of Directors.
Section 6. Executive Committee. The Board of Directors shall be comprised of
the elected Officers of the Chamber, to wit:
President, Vice President, Secretary, Treasurer and Executive
Director. Additional members of the
Board of Directors may be appointed to serve on the Committee at the discretion
of the Board. The President shall serve
as the Chair of the Executive Committee.
The Executive Committee shall maintain surveillance of the business and
affairs of the Chamber and shall be empowered to transact only such business as
may be necessary between meetings of the Board of Directors. The Committee shall be responsible for
overseeing the personnel affairs of the Chamber, including, but not limited to
developing and reviewing personnel policies and hiring, training, supervising
evaluating and, if necessary, terminating the Chamber’s Executive Director. The Committee shall also be responsible for
ensuring that the Chamber engages in strategic planning. Meetings of the Committee may be called by
the Chair or by any two (2) members of the Committee. The Committee shall submit a report of its
actions at all regularly scheduled or special meetings of the Board of
Directors.
Article IX.
Amendments
These By-Laws may be amended, repealed or altered in whole or in part by
the majority vote of the Membership at the annual meeting or at any special
meeting of the Membership called for that purpose or by the majority vote of
the Board of Directors at any regular or special meeting of the Board called
for that purpose, excepting that the Board shall have no authority to amend,
repeal or alter any By-Law effecting the rights and responsibilities of the
Membership as defined by Article III of these By-Laws and/or statute. Any By-Law adopted by the Board may be
amended or repealed by the Members. If
any By-Law regulating an impending election of Directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next Annual Meeting of the Members the By-Law so adopted, amended or
repealed, together with a concise statement of the changes made.
Article X.
Bi-Annual
Audit
The accounts of the Chamber shall be audited bi-annually by an independent Certified Public Accountant who is not an officer, board member or employee of the Chamber.
Article Xi.
Compensation, Reimbursement & Loans
Section 1. Compensation. No elected Director, Officer or member of
a Committee shall receive compensation for his/her services. The Board of Directors shall be empowered to
provide reasonable compensation, together with reimbursement for reasonably
incurred expenses, for offices or positions not afforded voting privileges for
purposes of corporate decision-making, such as the position of Executive
Director.
Section 2. Reimbursement. Notwithstanding the mandates of this Article,
at the discretion of the Board of Directors, individual Directors, Officers,
members of Committees and employees may be reimbursed in an amount determined
by the Board for expenses reasonably incurred by them in the performance of
their duties.
Section 3. Loans. No loans shall be made by the Chamber to its
Directors, Officers, members of committees or to any other corporation, firm,
association or other entity in which one or more of its Directors, Officers or
committee members are Directors or Officers or hold a substantial financial
interest, except as may be permitted by law.
Article XII.
Duty of Loyalty & Conflict of Interest
Section
1. Duty of Loyalty. No Officer or Director shall engage in, or
condone, any conduct that is disloyal, disruptive, damaging or competes with
the Chamber. No Officer or Director
shall take any action, or establish any interest, that compromises his/her
ability to represent the Chamber’s best interest.
Section 2. Conflict of Interest.
2.1 Definition. A conflict of interest exists when a matter
to be acted upon by the Board of Directors confers a direct, substantial
benefit to any Officer or Director of the Board, or business or agency from
which such an Officer or Director derives an income or has authority in
governance.
2.2.
Abstention. An Officer or
Director shall abstain from voting or attempting to influence the vote on any
matter before the Board that places him or her in a conflict of interest.
2.3. Disclosure. An Officer or Director shall disclose the
conflict or potential conflict as soon as he/she recognizes the conflict. If self-disclosure is not revealed, the Board
President or any member of the Board of Directors can, prior to voting on a
specific matter in which a potential conflict of interest exists, inquire
whether any member of the Board desires to abstain from voting because of a
conflict of interest. If no conflict of
interest is disclosed but the President or any other member of the Board states
the opinion that such a conflict exists and the challenged Board member refuses
to abstain from the deliberations or voting as requested, the President shall
immediately call for a vote of the Directors to determine whether the
challenged Officer or Director is in a conflict of interest. If a majority of the Directors present vote
to require the abstention of the challenged Officer or Director, that Officer
or Director shall not be permitted to vote.
Article XIII.
Construction
If there is any conflict between the provisions of the Certificate of
Incorporation and the By-Laws, the provisions of the Certificate of
Incorporation shall govern.
Article XIV.
Contracts, Loans, Bank Checks & Drafts & Bank
Deposits
Section 1. Contracts. The Board of Directors, except as these
By-Laws may otherwise provide, may authorize any officer or officers, agent or
agents, in the name of the Chamber to enter into any contract or execute and
deliver any instrument, and such authority may be general or confined to
specific instances; but unless so authorized by the Board of Directors, or
expressly authorized by these By-Laws, no Officers, agents or employees shall
have the power or authority to bind the Chamber by any contract or engagement
or to pledge its credit or render it financially liable in any amount for any
purpose.
Section 2. Loans. No loans shall be contracted on behalf of the
Chamber unless specifically authorized by the Board of Directors.
Section 3. Bank Checks and
Drafts. All bank checks and drafts
and all other such orders for the payment of monies out of the funds of the
Chamber, and all notes or other evidences of indebtedness of the Chamber, shall
be signed on behalf of the Chamber in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Bank Deposits. All funds of the Chamber not otherwise
employed shall be deposited from time to time to the credit of the Chamber in
such banks, trust companies or other depositories as the Board of Directors may
select.
Article XV.
Dissolution
Section 1. Dissolution. This Chamber may be dissolved by a two-thirds
(2/3) majority vote of the Membership present at any annual meeting or special
meeting of the Membership called for that purpose.
Section 2. Residual Assets. Upon
dissolution of the organization, any residual assets shall be donated to a
not-for-profit organization(s) with purposes of this organization.
Article XVI.
Fiscal Year
The fiscal year
of the Chamber shall commence on the first day of October and end on the last
day of September.
Article XVII.
Harassment
Harassment
of any kind is not productive and will not be tolerated by this Chamber. Any individual bound by these By-Laws who is
subject to verbally abusive language relating to race, ethnicity, national
origin, gender, religion, veteran status, marital status, age, disability or
sexual orientation, or who experiences inappropriate physical touching or
suggestive language is encouraged to report it immediately to the
President. Any individual bound by these
By-Laws who is aware of such verbally or physically abusive conditions should
report such activity immediately. The
general policy will be reflected in the personnel procedures and program
procedures promulgated by the Chamber to cover its staff as appropriate. However, nothing in this Article will bind
the staff of the Chamber, who will instead be covered by the procedures
contained in their personnel policies and program procedures.
Article XVIII.
Indemnification
of Directors, Officers & Employees
Section 1. Authorized Indemnification. Unless clearly prohibited by law or these By-Laws,
this Chamber shall indemnify any person (an “Indemnified Person”) made or
threatened to be made a party in any action or proceeding. whether civil,
criminal, administrative, investigative or otherwise, including any action by
the Chamber, by reason of the fact that s/he (or her/his Testator or
Administrator, if then deceased), whether before or after adoption of this
Article: (a) is or was a Director or
Officer of the Chamber, or; (b) is serving or served, in any capacity, at the
request of the Chamber, as a Director or Officer of any other corporation, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise. The indemnification shall be
against all judgments, fines. penalties, amounts paid in settlement (provided
the Chamber shall have consented to such settlement) and reasonable expenses.
including attorneys’ fees and costs of investigation, incurred by an
Indemnified Person with respect to any such threatened or actual action or
proceeding.
Section 2. Prohibited Indemnification. The Chamber shall not indemnify any person if
a judgment, or other final adjudication, adverse to any Indemnified Person
establishes, or the Board of Directors in good faith determines, that such
person’s acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated
or that s/he personally garnered any financial profit or other advantage to
which s/he was not legally entitled.
Section 3. Advancement of Expenses. The Chamber shall, on request of any
Indemnified Person who is or may be entitled to be indemnified by the Chamber,
pay or promptly reimburse an Indemnified Person’s reasonably incurred expenses
in connection with a threatened or actual action or proceeding prior to its
final disposition. However, no such
advancement of expenses shall be made unless the Indemnified Person makes a
binding, written commitment to repay the Chamber, with interest, for any amount
advanced for which it is ultimately determined that s/he is not entitled to be
indemnified under the law or these By-Laws.
An Indemnified Person shall cooperate in good faith with any request by
the Chamber that common legal counsel be used by the parties to such action or
proceeding who are similarly situated unless it would be inappropriate to do so
because of actual or potential conflicts between the interests of the parties.
Section 4. Indemnification of Others. Unless clearly prohibited by law or these
By-Laws, the Board of Directors may approve indemnification by the Chamber, as
set forth in Section 1 of this Article, or advancement of expenses as set forth
in Section 3 of this Article,
to a person (or her/his Testator or Administrator, if then deceased) who is or
was employed by the Chamber or who is or was a volunteer for the Chamber, and
who is made, or threatened to be made, a party in any action or proceeding, by
reason of the fact of such employment or volunteer activity, including actions
undertaken in connection with service at the request of the Chamber in any
capacity for any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
Section 5. Determination of Indemnification. Indemnification mandated by a final order of
a court of competent jurisdiction will be paid.
After termination or disposition of any actual or threatened action or
proceeding against an Indemnified Person, if indemnification has not been
ordered by a court, the Board of Directors shall, upon written request by an
Indemnified Person, determine whether and to what extent indemnification is
permitted pursuant to these By-Laws.
Before indemnification can occur, the Board of Directors must expressly
find that such indemnification will not violate the provisions of Section 2 of
this Article. No Director with a
personal interest in the outcome, or who is a party to such actual or
threatened action or proceeding concerning which indemnification is sought,
shall participate in this determination.
If a quorum of disinterested Directors is not obtainable, the Board of
Directors shall act only after receiving the opinion in writing of independent
legal counsel that indemnification is proper in the circumstances under then
applicable law and these By-Laws.
Section 6. Binding Effect. Any person entitled to indemnification under
these By-Laws has a legally enforceable right to indemnification which cannot
be abridged by amendment of these By-Laws with respect to any event, action or
omission occurring prior to the date of such amendment.
Section 7. Insurance. The Chamber is required to purchase Directors
and Officers (“D & O”) liability insurance.
To the extent permitted by law, such insurance shall insure the Chamber
for any obligation it incurs as a result of this Article, or operation of law,
and it may insure directly the Directors, Officers, employees or volunteers of
the Chamber for liabilities against which they are not entitled to
indemnification under this Article, as well as for liabilities against which
they are entitled or permitted to be indemnified by the Chamber.
Section 8. Nonexclusive Rights. The provisions of this Article shall not
limit or exclude any other rights to which any person may be entitled under law
or contract. The Board of Directors is
authorized to enter into agreements on behalf of the Chamber with any Director
Officer, employee or volunteer to provide them rights to indemnification or
advancement of expenses in connection with potential indemnification in
addition to the provisions therefore in this Article, subject in all cases to
the limitations of Section 2 of this Article.
These
By-Laws were unanimously approved by the Board of Directors and General
Membership of the Cooperstown Chamber of Commerce on June 1, 2005. Their implementation is effective October 1,
2005. These By-Laws were amended on June
14, 2007, May 8, 2008, and March 13,
2009 by the Board of Directors of the
Cooperstown Chamber of Commerce.