By-Laws
BY-LAWS
NARRAGANSETT CHAMBER OF COMMERCE
REVISED October 2009
ARTICLE I
Name
This organization is incorporated under the laws of the State of Rhode Island and Providence Plantations and named the Narragansett Chamber of Commerce, Incorporated.
ARTICLE II
Objectives
The Narragansett Chamber of Commerce is organized for the purpose of advancing the commercial, industrial, recreational, civic and general interests of the Town of Narragansett, Washington County and the State of Rhode Island by:
Creating a better understanding and appreciation of the importance of the businessperson and a concern for their problems;
- Creating more intelligent business and public opinion regarding town, county, state and national legislative and political affairs;
- Preventing controversies which are detrimental to the expansion and growth of business and the communities within the trade area;
- Promoting programs of civic, social and cultural nature which are designed to increase the functional and aesthetic value of the community;
- Developing/providing economic programs designed to strengthen and expand the income potential of all businesses within the trade areas;
- Monitor and expose abuses, which prevent promotion of business expansion and community growth.
ARTICLE III
Membership
Section 1: Classes of Membership:
The Narragansett Chamber shall be composed of Business Members, Individual Members,
Honorary Members and a Board of Advisors.
Section 2: Eligibility
Any person, business, association, corporation, partnership or estate having an interest in the objectives of the Chamber shall be eligible to apply for membership.
Section 3: Requirements
1. Business Membership: Any person or business interested in the stated objectives of this Chamber and espousing a willingness to comply with these By-Laws may submit an application for membership.
- All applications are to be accompanied by a full payment of the annual dues or a prorated dues amount determined on a calendar year and subject to acceptance for membership.
- The fiscal year shall end on September 30th.
- Lapsed membership may be renewed through the submission of a new application and payment of such fees as are determined by the Board of Directors.
- Billings or accounts due to the Chamber shall be paid within thirty (30) days of such billing. Failure to resolve any open account within ninety (90) days shall result in loss of membership.
- Annual dues and rates shall be fixed by a vote of the Board of Directors. Rates may be changes as necessary with notice to the membership communicated by letter at least thirty (30) days prior to such change.
2. Individual Membership: Any person interested in the stated objectives of this Chamber and espousing to comply with these by-laws, may submit an application for membership.
3. Honorary Membership: Any individual of distinction who has rendered exceptional service to the Chamber or the community at large may be nominated by the Board of Directors for Honorary Membership. Honorary Members are to be elected at any regular meeting of the Chamber by three-fourths (3/4ths) of the members present. Honorary membership shall include all the privileges of active membership except that of holding office and shall have exemption of paying all fees and dues.
4. Board of Advisors: The Executive Committee may designate as non-voting members, individuals who have demonstrated a commitment to the Chamber through past service and dedication.
Section 4: Voting
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to one (1) vote.
Section 5: Termination.
Any member may be expelled by a two-thirds (2/3rd) vote of the Board of Directors present at a regularly scheduled legally constituted Director’s meeting for conduct unbecoming of a member or conduct prejudicial to the aims of the Chamber. Due notice for the meeting must be sent to the member in question by certified mail and the member given every opportunity to for a hearing 10 days prior to the vote for expulsion.
ARTICLE IV
MEETINGS
Section 1: Annual Meeting
The Annual meeting of the Chamber will be held in October of each year for the election and installation of officers, directors, receipt of annual reports and the transaction of other business. Notice of such meeting will be mailed to the last recorded address of each member at least ten (10) days prior to the appointed meeting.
Section 2: Board of Director’s Meetings
A minimum of eight (8) meetings per year shall be held with notice of place and time mailed to each board member at their last recorded address at least five (5) days prior to each meeting
Section 3: Special Meetings
Special meetings of the Chamber may be called by the Board Chairman or upon written request of five (5) members of the Board. Notice of such meetings will be mailed to members at least five (5) days prior to the meeting indicating the appropriate time, place and information to be discussed.
Section 4: Quorum
A majority of members elected to the Board at any meeting constitute a quorum. In the event less than a majority of elected Board members are present, the Chair may adjourn the meeting until a quorum is present.
ARTICLE V
Fiscal Year
The fiscal year and the program year of the Narragansett Chamber shall run from October 1st through September 30.
ARTICLE VI
Organization
Section 1: Board of Directors
The Board of Directors shall set Chamber policy. Direction of the Chamber’s work, control of its properties and assets and those affairs of membership are so vested in the Board of Directors. In addition, the Board will:
- Define the scope of standing committees;
- Approve the appointment of the Executive Director and the terms of his/her employment
- Conduct an annual performance review with salary adjustment consideration subject to board approval
- Review implementation of approved policies as needed
The Board shall consist of fifteen (15) to twenty (20) members who are elected by the general membership at the Annual Meeting.
- Vacancies will be filled by the Board at any regular meeting but only until the annual meeting at which time the general membership shall elect a Director for the remainder of the unexpired term.
The Board shall be made up of the following:
A. Officers: Board Chair, Vice Chair, Treasurer, Secretary, Immediate Past Chair
B. Members at Large
In the event a member of the board shall garner three (3) unexcused absences with a program year, a formal letter will be issued from the Chair and the Board of Directors may declare the position vacant and could appoint a replacement.
The term of office for an elected member of the Board of Directors shall begin at the annual meeting in October and the term of office shall be for three (3) years.
Section 2: Executive Committee
The Executive Committee shall have supervision of the Chamber between meetings of the Board of Directors and shall report any actions taken to the board at its next scheduled meeting. The Executive Committee shall consist of the Board Chair, Vice Chair, Treasurer, Secretary and the Immediate Past Chair. Two Non-Officers may be asked to serve on the Executive Committee at the invitation of the Executive Committee. Each member shall have one (1) vote and a simple majority shall constitute a quorum.
ARTICLE VII
Officers
The elected officers of the Board shall be the Chair, Vice Chair, Secretary and Treasurer. The officers shall be elected at the annual meeting a majority vote of the General Membership. The term of office for the Board Chair shall be two years, all other Officers shall serve for one year or until his/her successor is duly elected. Duties include but are not limited too:
1. The Chair shall be the principal elected officer of the Chamber, shall preside at meetings of the board and of the Executive Committee and shall be a member in ex officio status of all committees except the Nominating Committee.
2. The Vice Chair may be delegated by the Chair to perform his/her duties in the event of a temporary disability or absence from meetings and shall have such duties as assigned by the Chair.
3. The Treasurer shall keep an account of all monies received and expended for the use of the Chamber, and shall make disbursements authorized by the Board as approved by the Executive Director. The Treasurer will prepare annual reports of the financial condition of the Chamber to be approved at regular meetings. All bookkeeping procedures and methods shall be audited yearly or when directed by the Board of Directors. The annual audit will be conducted by a auditing committee made up of and three Board members appointed by the Chair in January of each year and shall report their findings to the Board at their scheduled March meeting.
4. The Secretary shall give notice of and attend all meetings of the Board, shall keep a record of these meetings, attest to the validity of the documents prepared and carry out any other duties delegated by the Chair.
5. The Executive Director shall serve at the will of the board and perform all functions and duties outlined in his/her job description to include:
- Act as the Chamber’s public representative and spokesperson
- Inform the Chair and the Executive Committee of any hiring or terminations of members of the staff necessary to carry on the work of the Chamber
- Manage and direct all functions of the Chamber, staff meetings of the Board and its Committees and perform such other duties as may be specified by the Board
- Prepare a budget to be reviewed by the Treasurer and then submitted to the Executive Committee not later than September 30th of the current fiscal year
- Be granted an annual performance review by the Executive Committee
In the event of the inability to meet the demands of the job, the Board may terminate the Executive Director for cause by a majority vote. The Board shall provide a thirty (30) day notice of termination or resignation
ARTICLE VIII
Committees
1. The Chair of the Board shall appoint as may be required any standing committees, special committees or sub-committees as required by the By-Laws except for the Nominating Committee.
2.The Nominating Committee shall be submitted by the Chair for approval of a majority of the Board of Directors 60 days prior to the Annual Meeting. The Nominating Committee shall be composed of five (5) members from the Board. The Nominating Committee shall present to the Executive Committee the list of candidates and shall be known as the “official ticket”. The Directors and Officers receiving the highest number of votes at the Annual Meeting shall be declared elected.
ARTICLE IX
Indemnification
The Chamber shall indemnify any person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding either civil, criminal, administrative or investigative by reason of the fact that he/she is or was a Director, Officer, Committee Member or employee of the Chamber against expenses (including attorney fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding to the extent that such person is not insured or otherwise indemnified, the power to so indemnify has not been limited to prohibited by statute and such person acted in good faith and in a manner reasonably believed to be in, or not opposed to the best interests of the Chamber and with respect to any criminal action or proceeding had no reasonable cause to believe his/her conduct was unlawful. For this purpose, The board may and on request of such person shall be required to determine in each case whether the foregoing standard have been met of such determination shall be made by independent legal council if the Board so directs or if the council is not empowered by statute to make such determinations. The Board shall have the power to purchase and maintain at the Chamber’s expense such insurance as may be reasonable and prudent on the behalf of the Chamber and others.
ARTICLE X
Amendments
Upon proposal by the Board, These By-Laws may be amended or revised in whole or in part by a two-thirds (2/3rd) vote at any meeting of the Board of Directors present and voting provided a copy of any amendment proposed for consideration shall be sent to the board at least ten (10) days prior to the date of the meeting.
ARTICLE XI
Miscellaneous
Section 1: Dissolution
The Chamber shall use its funds only to accomplish the objective and purposes specified in these By-Laws and no part of said funds shall insure or be distributed to the members of the Board. On dissolution of the Chamber, any funds remaining shall be distributed as a result of a majority vote of the Board and any members in attendance.
Section 2: Affiliates
The Board may recognize the establishment of or may affiliate with other organizations for the purpose of promoting the activities of such organization.
Section 3: Parliamentary Authority
The usual rules as laid down in the latest edition of “Roberts Rules of Order” shall govern deliberations when not in conflict with the By-Laws.
