Article 1 - General Provisions
The name of the corporation shall be the Marshfield Chamber of Commerce, Inc., hereinafter referred to as the “Chamber”.
The Chamber is organized for the purpose of: 1) Advancing business and community growth and development by: “Promoting economic programs designed to strengthen and expand the income potential of all business within the trade area; promoting programs of a civic, social, and cultural nature which are designed to increase the functional and aesthetic values of the community; and discovering and correcting abuses which retard or prevent business expansion and orderly community growth; 2) Preserving the competitive enterprise system of business by: Creating a better understanding and appreciation of the importance of the businessperson and a concern for his or her problems; creating an intelligent business and public opinion regarding city, country, state, and national legislative and governmental affairs, and generally addressing any issue affecting the general welfare and prosperity of Marshfield so that its citizens and all areas of its business community shall prosper.
The Chamber shall be nonprofit, nonpartisan, nonsectasrian, and shall not directly support the nomination, election, or appointment of candidates for any political office.
The principal office of the Chamber initially shall be located at the place set forth in the Articles of Organization of the Chamber. The location of the principal office may be changed from time to time by the Board of Directors. The Board of Directors may establish other offices and places of business in Massachusetts and elsewhere.
Except as from time to time otherwise determined by the Directors, the fiscal year of the Chamber shall begin on the 1st day of January and end of the 31st day of December of each year.
Article II - Members' Meetings
An Annual Meeting of the Members of the Chamber shall be held at the principal office of the Chamber or where designated by the President or the Board of Directors, on the second Tuesday of January of each year at eight o’clock in the morning, or at such time and date as so designated by the President or the Board of Directors and shall be stated in the notice of the meeting, at which meeting Directors and Officers shall be elected. In any event the Annual Meeting must be held within six (6) months of the close of the preceding fiscal year. The Clerk shall serve personally, or send through the post office, at least ten days, but not more than thirty days, before such Annual Meeting, a notice thereof, stating the purpose for which the meeting is to be held, and addressed to each Member, at his or her last known post office address. The giving of notice as above required may be dispenses with for any meeting at which all Members entitled to vote shall be present, or of which all Members not present have waived notice in writing either before or after the meeting.
Order of Business
The order of business of all Annual Meetings of the Members shall be as follows:
1. Call meeting to order.
2. Roll call.
3. Proof of notice of meeting or waiver of notice.
4. Reading of minutes of preceding meeting.
5. Reports of Committee.
6. Election of Directors and Officers.
7. Unfinished Business.
8. New Business.
9. Other Matters.
Special meeting of the Members of the Chamber may be called at any time 1) by a majority of the Board of Directors, 2) by the President and Chairman of the Board, 3) shall be called by the Clerk on request of not less than five percent of the Members entitled to vote. Such a meeting shall be held at the principal office of the Chamber or where designated by the Board of Directors as shall be specified in the notice thereof. Notice of such special meeting shall be given in the manner stated above in Article 11. Section 1. Notice of a special meeting need not state all the purpose for which that meeting is to be called, but shall state generally the purpose for the meeting.
Five percent of the Members entitled to vote, who are present or represented by proxy, shall constitute a quorum at any meeting of the Members. If a quorum shall not be present or represented at any meeting of the Members, a lesser number may, without further notice, adjourn the meeting to another time notice of which shall be provided to the Members, such notice being as required for the meeting adjourned if the adjournment is for more than fifteen (15) days.
Members entitled to vote shall have one vote. Members may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Clerk before being voted. Except as otherwise limited therein, proxies shall entitle the persons named therein to vote at any resumed meeting but shall not be valid after final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise (s), in which event the burden of proving invalidity shall rest on the challenger.
No ballot shall be required for any election unless requested by a Member present or represented by proxy at the meeting and entitled to vote in the election.
Action by Consent
Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all Members entitled to vote on the matter consent to the action in writing which documents shall be filed with the records of the meetings of the Members. Such consents shall be treated for all purposes as a vote at a meeting.
ARTICLE III – MEMBERSHIP
Any person, association, estate, corporation, partnership or other business, civic or professional entity having an interest in the objectives of the Chamber shall be eligible to apply for membership.
Application for membership shall be in writing, on forms provided for that purpose, signed by the applicant and accompanied by payment as per rules and regulations. A signed application for membership constitutes the applicant’s agreement to the terms of membership as set forth in these Bylaws and is effective until canceled in writing.
All applications for membership shall be reviewed and submitted to the Board of Directors with recommendation by the President. Elections of members shall be by majority vote of the Board of Directors present and voting at any meeting thereof.
Membership dues shall be at such rate or rates, schedules or formulas, as may from time to time be prescribed by the Board of Directors.
1.) Any member in good standing may resign from the Chamber upon written notice to the Board of Directors; 2.) Unless otherwise extended for good cause, any member shall be suspended or expelled by the Board of Directors by a two-thirds vote of those present and voting at any meeting thereof for non-payment of dues after a period of ninety (90)days from the due date providing written notice of deliquency shall have been given said member, and if at the end of fifteen (15) days after said period the member remains delinquent, he shall be dropped automatically from the membership rolls and forfeit all rights and privileges of membership; 3.) Any member may be suspended or expelled for cause by a two-third vote of the Board of Directors present and voting at a regularly scheduled meeting thereof after a notice stating the cause and an opportunity for hearing are afforded such members.
Membership of any member dropped or suspended from the rolls may, in the sole discretion of the Board of Directors, be reinstated as a member upon terms stipulated by the Board of Directors.
Distinction in public affairs and/or service to the Chamber shall confer eligibility to honorary membership. Honorary members shall have all rights and privileges of members for a term determined by the Board of Directors except the right to vote, and shall be exempt from the payment of dues. The Board of Directors shall confer honorary membership to persons by a majority vote of those present and voting at any meeting thereof.
ARTICLE IV – DIRECTORS
Powers of Directors
All corporate powers of the Chamber shall be exercised by the Board of Directors except as otherwise provided by law. Directors shall be Members of the Chamber. The Board of Directors shall be responsible for formulating Chamber policy to be carried out by the President and staff. Also the business and property of the Chamber shall be managed by the Board of Directors which may exercise all powers of the Chamber which are not expressly reserved to the Members by law or otherwise in these Bylaws or the Articles of Incorporation. The Board may adopt such rules and regulations for the conduct of its meetings, and the management of the Chamber as it may deem proper, but not inconsistent with these Bylaws, the Articles of Incorporation, and the laws of the Commonwealth of Massachusetts.
Nominations for Directors
Nominations for elections to the position of Director shall be made both by the Nominating Committee, Article V, Section 3, or by petition as herein set out: Any fifteen (15) members or designees may, by petition bearing their genuine signatures, file additional candidates who have certified their willingness to serve to the slate proposed by the Nominating Committee with the Chairman of the Board or the President within ten (10) days after notice of the names of those nominated by the Nominating Committee has been mailed upon receipt of such petition (s), the Chairman of the Board or the President shall immediately notify the Chairman of the Nominating Committee who shall call a special meeting of the Nominating Committee to be held to review the petition (s) and determine its validity within seventy-two (72) hours of its filing. After such validity is determined a complete list of all nominees shall be mailed by the Chairman of the Board or President to the members not less than twenty (20) days before the date of the Annual Meeting, from among those nominated pursuing to the procedures hearing before provided.
Effective upon approval at a special or annual meeting, preceeding that meeting, the full complement of Directors shall be deemed to be no less than 9 Directors no more than 15. Every two years, all Directors shall be elected to two year terms, plus the election of any unfilled vacancies, at an annual meeting, or a special meeting called for that purpose.
Resignation and Removal
Any Director may resign by delivering such resignation in writing to the Chamber at its principal office or to the President or Clerk and such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any Director may be removed from office, (a) with or without cause by the affirmative vote of a majority in interest of Members entitled to vote at a Special Meeting called for the purpose, or (b) for cause by a vote of a majority of Directors at a Special Meeting called for the purpose. A Director shall not be able to vote at a Special Meeting called for the purpose of removing him for cause. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him, and said notice shall contain a statement of the causes assigned for such proposed removal.
Whenever any vacancy shall occur in elected members of the Board of Directors by death, removal or resignation, the Chairman of the Board with the approval of the remaining Directors shall appoint a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant.
The Board of Directors shall act for the Chamber and exercise its powers at Regular Meetings of the Board. Regular Meetings of the Directors may be held without call or notice at such places and times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice thereof. A Regular Meeting of the Directors shall be held either (1) at the same place as the Annual Meeting of the Members following such meeting of the Members; or(2) at that or another place within ten (10) days of that meeting.
Special Meeting of the Directors may be held at any time and place designated in a call by the President, or by five or more Directors. Notice of all special meetings of the Directors shall be given to each Director by the Clerk or, in the case of the death, absence, incapacity or refusal of, or at the request of the Clerk, by the officer or one of the Directors calling the meeting. Such notice shall be given to each Director in person or by telephone or telegram sent to his or her business or home address at least twenty-four hours in advance of the meeting, or by mail addressed to his or her business or home address and postmarked at least seventy-two hours in advance of the meeting. Notice of a special meeting need not be given to any Director if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, nor to any Director who attends the meeting without protesting, prior hereto or at its commencement, the lack of notice to him or her, except as required by law and these Bylaws as a condition to the removal of a Director. A notice or waiver of notice need not specify the purpose of any Special Meeting unless such purpose is the removal of a Director or an Officer.
At any meeting of the Directors and Officers, a majority of the Directors and Officers shall constitute a quorum for the transaction of business, but in the absence of a quorum a lesser number may without further notice adjourn the meeting to another time notice of which shall be provided to absent Directors. At any meeting of the Directors and Officers at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these Bylaws. Members of the Board of Directors or any of its committees may participate in a meeting of the Board or such committee respectively by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Action by Consent
Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the meetings of the Directors. Such consent shall be treated for all purposes as a vote at a meeting.
ARTICLE V – COMMITTEES
General Committee Requirements
All divisions or committees of the Chamber are to be established in the Bylaws or by the Chair of the Board with approval of the Board of Directors. All such divisions and committees are subject to the Board of Directors and may be reconstituted or disestablished, respectively by the Board of Directors. The Executive Nominating Committee shall appoint the Chairpersons of the standing divisions in accordance with Article V, Section 3, of the Bylaws and as approved by the Board of Directors. A chairperson, or committee member designee thereof, shall report orally to the Board as frequently as requested by the President. The President shall make requests for oral reports on his own or at the request of a Director. All committees may make rules for the conduct of their business not in conflict with these Bylaws, but in the absence of such rules its business shall be conducted as nearly as may be practicable in the same manner as is provided by these Bylaws for the business of the Directors. Except for the
Executive Committee, committee members need not be Directors.
No committee shall be authorized to take independent action on behalf of the Chamber. All such committees shall be authorized only to make recommendations for Chamber action to the Board of Directors or Executive Committee. The Chairman of the Board, and the President, or their designees, alone are authorized to speak on behalf of the Chamber and this shall bind all committees.
The Executive Committee shall consist of the President and two Vice Presidents of the corporation.
On or before October 1st of each year, the President shall appoint a Nominating Committee, four (4) Directors consisting of three (3) Board of Members. The President shall appoint the committee chairman subject to confirmation by the Board. The Nominating Committee Chairman shall present to the President a slate of as many candidates as are to be elected all of whom: (1) must be a member or designee in good standing, and (2) have expressed their willingness to accept the responsibilities of a Directorship. An Executive Nominating Committee will then be appointed, subject to the approval of the Board of Directors, and Executive Nominating Committee consisting of three (3) Board members, two (2) members at large. The Executive Nominating Committee will present a slate of Officers as outlined in Article VI, Section 1 to the President for Board approval.
The President may establish such other standing, special, and advisory committees for such purposes as the President deems necessary. Heretofore formed organizational units and affiliates shall constitute committees of the Board of Directors and are subject to the provisions hereof.
ARTICLES VI – OFFICERS
The Officers of the Chamber shall consist of a President, First Vice President, Second Vice President, Treasurer and Executive Secretary, “Clerk”.
The President may either be a Director or a member. All other Officers shall be elected every two years and may be Directors or Members. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the Chamber shall have a resident agent for the service of process appointed in the manner prescribed by law. Except as otherwise provided by law, the Articles of Organization or these Bylaws, all officers shall hold office until the next Annual Meeting of the Members and thereafter until their respective successors are chosen and qualified.
Any additional vice-chairs and assistant officerships which the Board of Directors shall, in its discretion, determine and elect are subject to ratification by the Members at the next Annual Meeting.
All vacancies in any office shall be filled by the Board of Directors without undue delay.
The President, other Officers, and employees shall, if required by the Board of Directors, give to the Chamber such security for the faithful discharge of their duties as the Board may direct.
The Officers shall receive no salary or compensation, except the Executive Secretary, whose salary and compensation shall be as determined by the Board of Directors and reviewed on an annual basis.
Resignation and Removal
Any Officer may resign by delivering his written resignation to the Chamber at its principal office or to the President or Clerk, and such resignation shall be effective upon receipt unless it is specified to be effective at some later date.
All Officers and agents of the Chamber shall be subject to removal at any time, without cause, by a two-thirds vote either of the Board of Directors or of the Members. An Officer or agent may be so removed for cause by a majority vote of a quorum of either the Board of Directors or of the Members, but only after reasonable notice and opportunity to be heard by the acting body, and said notice shall contain a statement of the cause assigned for such proposed removal.
Officers, Powers, Duties and Responsibilities
The President shall:
1. Be the Chief Executive Officer of the corporation and shall have general charge and supervision of the Business of the Chamber. Unless otherwise provided by the Members, the President shall preside when present at meetings of the Members. He shall have such other powers and duties as are usually incident to his office and as may be vested in him by these Bylaws or from time to time designated by the Members.
2. Cause to be called, in accordance with these Bylaws, Regular and Special Meetings of the Members and of the Board of Directors in accord with Article II, Section 1 and 3; and Article IV, Section 6; and shall present a report on the condition of the Chamber at such meetings.
3. Appoint, remove, employ, discharge, and fix the compensation but only with the approval of the majority of the Directors, of, all servants, agents, employees and clerks of the Chamber other than the duly appointed officers.
4. Shall make, execute, and carry out all contracts and agreements in the name of the Chamber, subject to approval of the Board of Directors for contracts in excess of $2,000 value or of more than one year’s duration.
5. Enforce the Chamber’s Articles of Incorporation and Bylaws and perform all the duties incident to the position and which are required by law or as may from time to time be assigned by the Directors.
6. Act for the Directors as necessary in order to expedite administrative operations between Directors’ meetings on matters other than policy, reporting such action to the Directors at their next regular meeting.
7. At his or her discretion, subject to action by the Board of Directors, if any, assign responsibilities of the President’s office to another Officer in order to assure the orderly operation of the Chamber.
8. Make such reports to the Board of Directors as they from time to time request.
B. VICE PRESIDENTS
The Vice Presidents shall:
1. Have such powers and duties as may be vested by these Bylaws; and
2. Have such powers and duties as may be vested by the Chairman of the Board with the approval of the Board of Directors.
C. EXECUTIVE SECRETARY
The Clerk “Executive Secretary” shall:
1. Be secretary of the Chamber.
2. Keep the minutes of the meetings of the Board of Directors and of the Members.
3. Serve all notices of meetings.
4. Be custodian of the records of the Chamber and of its seal; affix the latter when required, and make the former available during normal business hours for inspection and reproduction by any Director.
5. Keep a record of the names of the Directors, their post office addresses, the time at which each person became a Director and the membership fees paid by each.
6. Attend to all correspondence of the Chamber.
7. See the books, reports, statements and certificates are properly made, kept and filed according to law.
The Treasurer shall:
1. Have the care and custody of and be responsible for all the funds and securities of the Chamber, and deposit or invest all such funds in the name of the Chamber in such bank or banks, trust company or trust companies or safe deposit vaults, or otherwise, as the Board of Directors may designate.
2. Be responsible for safeguarding all funds received by the Chamber and for their proper disbursement. Any check in excess of $2,000 shall require the approval of the majority of the Board of Directors.
3. Keep complete records on and report the financial condition of the Chamber at each Regular Meeting of the Board of Directors and at such other times as shall be required of him and provide a full financial report at the Annual Meeting of the Directors.
ARTICLE VII – CONFLICT OF INTEREST
An Officer and any business which he represents may not enter into business contracts with the Chamber to provide services to it (a) unless he or she shall disclose such business contracts to all interested parties and(b) unless he or she shall resign for such business contracats may be concluded upon full disclosure and an affirmative vote of two-thirds of the members of the Board of Directors forming a quorum at any duly called meeting thereof.
In the absence of fraud, no contracts or other transaction of the Chamber shall be affected or invalidated by the fact that any of the Directors of the Chamber are in any way interested in or connected with any other party to such contract or transaction or interest in any such contract or transaction, provided that the interest in any such contract or transaction of any such Director shall at the time be fully disclosed or otherwise know to the Board of Directors. A Director may enter into business activities parallel to, with, or in competition with the Chamber without breach of fiduciary loyalty, if approved by the Board of Directors under the following conditions:
(A) A Director shall be disqualified to vote on matters pertaining or related to such business activities;
(B) A Director may be excluded from any meeting or part of a meeting of the Board of Directors when matters pertaining or relating to such business activities are under discussion;
(C) A Director shall make full disclosure of his interest, or the interest of any other corporation of which he is a director or officer, in such business activities, and affirmatively advise the Board of Directors of his perceived interest of the Chamber in such business activities;
(D) A Director shall promptly inform the Board of Directors of any such business activities as he knows of them, and make full disclosure of his interest and the interest of the Chamber as under (C) above; and
(E) A Director shall be removed from the Board of Directors under Article IV , Section 4, upon the determination by the Board of Directors that he has breached his obligation of fiduciary loyalty.
ARTICLE VIII – FINANCES
Bills, Notes, Etc.
All bills payable, notes, checks or other negotiable instruments of the Chamber shall be made in the name of the Chamber, and shall be signed by the Treasurer or President or such Officer, Officers, or delegated agents as the Board of Directors shall, from time to time, direct or as are authorized in these Bylaws, according to guidelines as set down in Section 3 of this Article. No Office or agent of the Chamber, either singly or jointly with others, shall have the power to make any bills payable, note, check, draft, or warrant or other or contract or cause to be contracted any debt or liability in the name of or on behalf of the Chamber, except as herein expressly prescribed and provided.
All money paid to the Chamber shall be placed in a general operating fund, except as provided elsewhere in these Bylaws. Such funds shall be kept on deposit in financial institutions or in other investments permitted by law and approved by the Board of Directors.
No obligation or expense shall be incurred and no money shall be appropriated or paid except in accordance with regulations adopted or specifically voted by the Board of Directors. The President shall have the power to pay all bills that come within the scope of the annual budget, previously adopted or any supplemental budgets. All disbursements from the general operating fund of the organization shall be by check signed by the President or Treasurer, or as authorized in these Bylaws. Disbursements from special purpose funds will be carried out in a manner prescribed by the Board of Directors.
Prior to the close of the fiscal year, the Treasurer, Finance Committee (Article V, Section 2) and President shall compile a budget of estimated income and expenses for the new fiscal year and submit it to the Board of Directors for review and approval.
ARTICLE IX – INDEMNIFICATION
The Chamber shall indemnify and sve harmless such current and former Directors, Officers, employee and other agent, and each person who serves or may have served at the request of the Chamber as a Director, Officer, Employee or other agent of another organization of which it directly or indirectly owns shares or of which it is a creditor, their respective heirs, administrators, successors, and assigns, from and against any and all expenses, claims or losses of any description, including amounts paid upon judgements, counsel fees, and amounts paid in settlement (before and after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding which may be asserted against the, or any of them, by reason of their being or having been Directors, Officers, employees or other agents of the Chamber or such other organization, adjudicated in any action, suit, or proceeding to be liable for his own negligence or misconduct in the performance of duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any Bylaws, agreements or otherwise.
ARTICLE X – DISSOLUTION
The Chamber shall use its funds only to accomplish the objects and purposes specified in these Bylaws and no art of said funds shall inure or be distributed to the members of the organization. On dissolution of the organization, any funds remaining shall be distributed in accordance with the provisions of the Not-For-Profit Corporation Law and consistent with Internal Revenue Service regulations regarding same.
ARTICLE XI – CORPORATE RECORDS
The original and attested copies of the Articles of Organization, Bylaws and records of all meetings of the Members, which shall contain the names of record and address of all Members, shall be kept in Massachusetts at the principal office of the Chamber. Chamber records shall be available for inspection at all reasonable times by any Member for any purpose in the proper interest of the Member relative to the affairs of the Chamber.
All references in these Bylaws to the Articles of Organization and to these Bylaws shall be deemed to refer, respectively, to the Articles of Organization and the Bylaws of the Chamber as amended and in effect from time to time.
ARTICLE XII – SEAL
The seal of the Chamber shall be a circular metal die bearing, the legend:
MARSHFIELD CHAMBER OF COMMERCE, INC.
ARTICLE XIII – AMENDMENTS
These Bylaws may at any time be amended or repealed, in whole or in part, by a vote of a majority of the Members, provided that the substance of any proposed change must be stated in the notice of the meeting at which such action is to be taken. A majority of the Directors in office may also amend or repeal these Bylaws, except that no amendment or repeal may be made by the Directors which changes the date of the Annual Meeting of the Members, or which alters the provisions of these Bylaws with respect to the removal of Directors, Bylaws, or which by law or the Articles of Organization requires action by the Members. Not later than the time of giving notice of the next meeting of Members following the making, amending or repealing by the Directors of any Bylaws, notice thereof stating the substance of such change shall be given to all Members entitled to vote, and any Bylaw adopted by the Directors may be amended or repealed by the Members.
ARTICLE XIV – CONDUCT OF MEETING
All meetings shall be conducted in accordance with the most recent edition available of Robert’s Rules of Order, subject to the Articles of Incorporation and these Bylaws.
ARTICLE XV – AUDIT
The Board of Directors shall require that an audit of the Chamber’s fiscal affairs be conducted annually.
ARTICLE XVI – EFFECTIVE DATE
These Bylaws shall become effective upon their adoption, except that the Officers and Directors then in office shall continue with their respective powers and duties as herein provided for. The Officers and Directors elected under the previous Bylaws shall be deemed to have been elected pursuant to these Bylaws, and shall be continued for the balance of their respective terms. In all other respects these Bylaws shall be deemed effective as of the time of adoption.
Clerk “Executive Secretary”