Constitution for the Corning Area Chamber of Commerce
Article I – Name
Section 1: The name of this organization shall be the Corning Area Chamber of Commerce.
Article II – Object
Section 1: The objects of the chamber are:
- to promote and perpetuate the business, commercial, manufacturing and civic interests of the surrounding territory
- to develop a unified public spirit in all, whereby we may pay forth a cooperative effort in aid of our city and trade area to make them more prosperous more beautiful and better places in which to work and live.
Article III – Limitations of Methods
Section 1: This Chamber in its activities shall be nonpartisan, non-sectional, nondiscriminatory and nonsectarian.
Article IV – Membership
Section 1: Any person, firm, trust, association, corporation, partnership, governmental entity or estate which is in agreement and wishes to advance the objexts of the Corning Area Chamber of Commerce shall be eligible for membership
Section 2: Members may be elected at any meeting of the Board of Directors and shall pay dues accordance with the dues schedule established by the Board of Directors.
Section 3: Dues must be paid annually, in advance.
Section 4: Any person, firm, trust, association, corporation, partnership, governmental entity or estate holding a membership shall be entitled to cast only one vote.
Section 5: Distinction in public affairs shall confer eligibility for honorary membership. Honorary membership shall include all the privileges of active membership, except that of holding office. No dues shall be required from honorary members. Election to honorary membership shall require the affirmative vote of the Board of Directors. An honorary membership may be revoked by a majority vote of the Board of Directors at any time.
Section 6:Members can be expelled, for cause, including nonpayment of dues, by the Board of Directors at any time. No member may be expelled without an opportunity for a hearing before the Board of Directors, at a specified time and place, and after reasonable notice. A three-fourths vote of all directors present shall be necessary to expel a member. An expelled member shall have the right to appeal his expulsion to the entire Chamber, and upon his written request, he must be allowed to make such an appeal at the next annual or special meeting. If an expelled member requests a special meeting to hear his appeal, he must bear the reasonable expense of having the special meeting, witch such meeting to be held within thirty days of the request.
Section 7: If any member shall fail to pay his dues within three months after the date of maturity, a written notice of delinquency shall be given to him by the treasurer If at the end of ten days he still remains delinquent, his membership may be forfeited by action of the Board of Directors.
Section 8: The death, resignation, dissolution, termination or expulsion of a member shall terminate his membership.
Article V – Meetings
Section 1: The Chamber shall have regular monthly meetings and special meetings may be called whenever it may be considered necessary or desirable. The Board of Directors shall set the time and place of all meetings. Special meetings may be called by any officer or any three members.
Section 2: There shall be an annual meeting of the Chamber the first Monday of August, with the location to be designated by the Board of Directors.
Section 3: At all regular meetings, five percet of the members in good standing shall constitute a quorum.
Section 4: Notice of both regular and special meetings shall be given to each member by telephone, e-mail, newspaper or mailing notice to the last known address in advance of the meeting.
Article VI – Board of Directors
Section 1: The government of the Chamber, the direction of its work, and the control of its property shall be vested in a Board of Directors consisting of Representative from fifteen area members, one-third of whom shall be elected annually for a term of three years, as hereinafter provided. No member of the Board of Directors shall be eligible for re-election until after the lapse of one year from a previous term as director. Provided, however, that directors specifically elected to represent communities other than the City of Corning may succeed themselves. The retiring President shall remain a member of the Board for one year, even though his regular term as director may have expired. The directors shall have the power to fill all vacancies on the Board. They may adopt rules for conducting the business of the Chamber. They shall meet not less frequently than once a month, at such regular time and place as will be determined by them. They shall submit in writing at the annual meeting a full report of the work and finances in the organization. In addition, the sitting Mayor of the City of Corning shall be a voting member of the Board of Directors so long as she or she holds the office of May of Corning.
Section 2: The Board of Directors shall be elected at the annual meeting on the first Monday in August in each year.
Section 3: At a regular or called meeting of the Board of directors, to be held at least thirty days prior to the annual meeting, the president shall appoint, with Board approval, a nominating committee. Due notice of such meeting shall be given to each member of the Board by the Secretary. The nominating committee shall nominate twice as many candidates as there are vacancies on the Board to be filled. Said committee shall file with the Secretary a list of the nominees recommended at least fifteen days before the annual meeting. Nominations other than those recommended by the nominating committee may be made by any member from the foor at the annual meeting or by filing the name of the nominee with the secretary at least ten days prior to the annual meeting.
Section 4: At least six days prior to the annual meeting, the Secretary shall mail to all members of the Chamber, a list of the nominees recommended by the nominating committee and any other nominees filed with him/her.
Section 5: All voting shall be by ballot. Each member shall be entitled to one vote. Ballots must be returned to the Secretary by 6:30 p.m. the day of the election. Those nominees receiving the highest number of votes shall be elected to fill the vacancies on the Board of Directors. The full terms shall be filled first, by those receiving the most votes. Vacancies in unexpired terms of two years shall be filled next; the remaining terms shall be filled last. Newly elected directors shall assume their duties the first day of September.
Section 6: The president shall appoint and submit to the Board of Directors for approval ofcommittee of three judges who are not members of the Board of Directors or candidates for election as such, to have supervision of the election, and such committee shall serve until the results have been ascertained.
Section 7: Absence from three consecutive board meetings without excuse deemed valid and so recorded by the Board of Directors shall be construed as a resignation from the Board.
Section 8: Five directors of the Board of Directors shall constitute a quorum at any meeting.
Article VII – Officers
Section 1: on or before the first regular meeting in September, the Directors shall meet and elect as officers for the ensuing year, a President Vice-President and a Secretary Treasurer. All of said officers must be members of the Board of Directors except the secretary treasurer, who may or may not be a member of the Board of Directors. They shall also fix the salary of the secretary treasurer who shall act as the day to day manager of the Chamber.
Section 2: The President shall preside at all meetings of the Chamber and Board of Directors and perform duties incident to this office. He/She shall, subject to the approval of the Board of Directors, appoint all committees and he/she shall be ex officio member of all committees. He/She shall, at the annual meetings of the Chamber and at other times he/she may deem proper, commend to the membership of the Board of Directors such matters and make sure suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber. The term of the President will be one year with the option of serving two years with the approval and election by the Board.
Section 3: The Vice-President shall act in the absence of the President; and in the absence or disability of those two officers (President and Vice President) a member of hte Board of Directors shall be chosen to act temporarily.
Section 4: The Secretary Treasurer shall receive and make provisions for an audit of the funds and accounts of the Chamber. He/she shall keep all moneys of the Chamber deposited in its name. At frequent intervals, he/she shall make reports to the Board of Directors of the faithful performance of his/her duties.
Section 5: The Secretary Treasurer shall be responsible for bookkeeping and office functionalist of the chamber. It shall be the duty of the Secretary to conduct the official correspondence, preserve all books, documents and communications, keep books of accounts and maintain an accurate record of proceedings of the Chamber, the Board of Directors and all committees. He/she shall make provisions for a close of each fiscal year. A the termination or expiration of his/her term of office,he =/she shall deliver to the Board of Directors all books, papers and property of the Chamber.
Article VIII – Executive Director and Staff
Section 1: The Executive Director shall be the administrative officer at the Chamber for the industrial recruitment and planning functions of the chamber. He/She shall operate within the framework of the budgest established, program adopted and policies developed by the Directors. He/She shall perform such duties as may be designated to his/her office, subject to the direction of the Board of Directors. The Executive Director will attend all Board meetings and report on the progress of the Chamber.
Section 2: Chamber Secretary: It shall be the duty of the Secretary to conduct the office correspondence, documents and communications, keep book of accounts and maintain accurate record of the proceedings of the Chamber, the Board of Directors and all committees.
Article IX – Committees
Section 1: The Board of Directors shall authorize and define the powers an duties of all committees, except as herein otherwise provided.
Section 2: The President shall appoint all committees, subject to confirmation by the Board of Directors, except as herein otherwise provided.
Section 3: The executive committee shall be composed of the President, the Vice President and the Secretary Treasurer.
Section 4: In the Interim between meetings of the Board, the executive committee shall have charge of all the routine business of the Chamber. It shall have general charge of the finances and disbursements for necessary expenses and may grant to any committee a reasonable amount of money for special work, provided such amount is approved by the Board. At the beginning of the fiscal year, it shall prepare and submit to the Board, a budget of the general expenses of the Chamber for the year.
Section 5: The executive committee may refer matters brought before it to a proper standing committee or to the Board.
Section 6: The finance committee shall audit the books annually and shall audit and approve monthly bills at any time it deems necessary. It shall report its findings to the Board of Directors and to the membership. All recommendations for expenditures outside the budget shall be submitted to the finance committee, whose recommendation shall be submitted to the Board. The finance committee shall also be entitled to recommend to the board an independent CPA for any independent audit(s) deemed necessary by the finance committee.
Section 7: As soon as possible after the annual meeting each year, the finance committee shall compile a budget of estimated expenses including a stated amount for each committee, and submit it to the Board of Directors. As passed by the Board, with or without modification, this budget shall be the appropriation measure of the consent of the Board of Directors. No committee may exceed its appropriation without the consent of the Board of Directors.
Section 8: The picnic committee shall be composed of three members, one elected annually for a term of three years.
Article X – Disbursements
Section 1: No disbursements of the funds of the chamber shall be made unless the same shall have been made approved, authorized and ordered by the Board of Directors. All disbursements shall be made by check .Checks shall be signed by the treasurer.
Article XI – Fiscal Year
Section 1: The fiscal year shall end the thirty-first day of August.
Article XII – Parliamentary Procedure
Section 1: The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of the Roberts’ manual of Parliamentary Rules.
Article XIII – Amendments
Section 1: This constitution may be amended or altered by two-thirds vote on those present at any regular or special meeting of the Chamber of Commerce, provided notice of the proposed change shall have been mailed by the secretary to each member not less than ten days prior to such meetings.
Article XIV – Enactment
Section 1: This constitution, as amended, shall be effective immediately following its adoption by a majority vote of the members of the Corning Area Chamber of Commerce present at this meeting March 3, 2008.