BOSTON CHAMBER OF COMMERCE
CONSTITUTION & BY-LAWS
April 19, 1996
ARTICLE I: NAME AND OBJECT
Section 1. – This Organization shall be known as “The Boston Chamber of Commerce, Inc.”
Section 2. - The purpose for which the Boston Chamber of Commerce is formed is to promote the commercial, industrial, educational,civic, and general welfare of the Town of Boston and to present a unified effort to bring prosperity and beauty to our community.
Section 3. – This organization, in its activities, shall be absolutely non-partisan, non-section and non-sectarian. No religious or political discussions shall be permitted at any meeting, nor shall the organization by resolution or otherwise commit itself or any of its membership to the support or endorsement of any candidate for public office.
ARTICLE II : MEMBERSHIP
Section 1. – Membership shall be composed of Business and Professional men and women, as well as individuals who wish to share in the work of the Chamber.
Section 2. – The annual dues shall be paid by all active members by January 1st. (Any persons joining the Chamber after August 1st will pay 50% of annual dues. All members unpaid as of March 1st shall receive a second notice, Members delinquent in payment of dues by annual May dinner shall be suspended from membership and health benefits will be canceled.
Section 3. – Each individual active member is entitled to one vote. Each corporation member is entitled to one vote.
Section 4. – Future Citizen of the Year shall have an honorary membership for one year with full active membership rights, the following year dues must be paid to remain active.
Section 5. – All applications for membership shall have been approved by the Board of Directors.
ARTICLE III : BOARD OF DIRECTORS
Section 1. – Composition and Powers. The government of the Chamber, the direction of the work and control of its property shall be vested in a Board of Directors consisting of Nine (9) members and shall be elected as hereinafter provided. Within ten (10) days following the annual election with the call of the president, the board of directors shall meet, qualify and elect from their own members a President, a Vice-President and a Treasurer, They shall also annually appoint, or reappoint a Secretary and fix the salary. The Directors shall appoint an insurance program provider. The Chamber offers health insurance to its members. The Directors shall have the power to fill vacancies on the Board until the next regular election. They may adopt rules and regulations for conducting the business of the Chamber. They shall submit in writing at the annual meeting a full report of the work of the Chamber.
Section 2. – Meetings, The Board of Directors shall meet monthly at such date as shall be set by the Board of Directors.
Section 3.- Quorum, Five (5) members shall constitute a quorum for the transaction of business and meeting of the Board, but a smaller number may adjourn a meeting to a definite date.
Section 4, - a. New members must belong to the Chamber of Commerce for two (2) months before being considered
for nomination as a director.
b. No elected official from the Town of Boston or any other Town can serve on the Board of Directors.
c. The Town board Liaison is not a Director, He/She should attend meetings upon request from the Board of Directors when pertaining to Chamber or Town Board Business.
d. Insurance programmer should approach the Chamber board at any given time when he deems it necessary and upon request of the Board of Directors.
ARTICLE IV : OFFICERS
Section 1. – The President, The president shall preside at all meeting of the Chamber and the Board of Directors, He/She shall support all committees, call special meeting sand advise as he/she may deem likely to increase the usefulness of the Chamber. The president shall serve from the time of his/her election until the next annual election of officers.
Section 2. – The Vice-President, In the absence of the President, the vice president shall assist his/her office and perform his/her duties, In the absence of both the president and vice-president, a member of the Board of Directors shall be chosen by the Board to act temporarily, vice-president shall serve from the date of his/her election until the next annual election of officers.
Section 3. – The Secretary, The Secretary must be an active member of the Boston Chamber of Commerce. It shall be the responsibility of the Secretary to prepare official correspondence preserve all minutes books, documents and communications, maintain an accurate record of active and honorary membership and an accurate record of all proceedings of the Chamber of Commerce and the Board of Directors. The Secretary shall be paid a monthly salary as determined by the Board of Directors.
Section 4. – The Treasurer, The Treasurer shall receive and disburse the funds of the Chamber of Commerce a complete account of all dues, receipts and disbursements, and shall keep all monies deposited in such bank or banks as the Board of Directors shall designate. He/she shall make a report of all transactions and of the condition of the treasury at each regular meeting. He/She shall present a report at the annual meeting of the years transactions, together with a complete statement in detailed as approved by the auditing committee of the financial condition of the Chamber of Commerce. He/She shall provide each director with a detailed list of all paid and unpaid members. It shall also be the responsibility of the treasurer to see that each paid member receives a membership card. The Treasurer shall serve from the date of his/her election until the next annual election of officers.
Section 5. – Filling of Vacancies, If the office of President, Vice President, or one or more directors, becomes vacant by reason of death, resignation or otherwise, the Board of Directors shall at its next meeting appoint a successor who shall hold office until the next annual election of officers. Successors to fill the unexpired term of a director shall be elected at the next annual election.
Section 6. – Insurance Programmer. The Insurance Programmer shall maintain accurate records members enrolled for health insurance coverage and shall file quarterly reports to the Board of Directors. The Programmer shall also advise the Directors on programs available and submit the Chamber’s portion of the fee as set by the Board of Directors to the Treasurer quarterly.
Section 7. - Delinquent Director, A member of the Board of Directors not attending four (4) regularly scheduled Board of Directors meetings a year shall receive written notification of absence and advising them they are subject to removal after not attending five (5) regular scheduled Board of Directors meetings. The Board of Directors may by Majority vote to remove a Directory after not attending five (5) regular schedule Board of Directors meetings.
ARTICLE V : COMMITTEES
Section 1. – Appointments, the President shall appoint the following standing committees consists of at least three (3) members of the Boston Chamber of Commerce who are in good standing at the time of their appointment, with a member of the Board of Directors serving as Chairperson of each committee:
A: The Membership Committee shall be responsible for continuing recruitment of new
Members the Chamber as well as offering input and investigating changes in membership benefits.
B: The By-Laws Committee shall be responsible for the continuing review of the by-laws of the Chamber as well as drafting and recommending changes of said by-laws to the Board of Directors. The by-laws committee shall meet at least once annually.
C: The Auditing Committee shall be responsible for an annual review of the checking and savings accounts of the Chamber of Commerce as well as the monthly treasurers reports. The Audit committee shall ensure the completeness and accurateness of the Chamber of Commerce accounts and make a written report to the Board of Directors containing any discrepancies as well as recommendations to improve record keeping of our cash accounts.
D: The Program Committee shall be responsible for the completion of plans and speakers for three (3) annual breakfast and dinner meetings. This committee shall also assist the President with the preparation for the annual open meeting and shall assist in coordination of any other functions as requested by the Board of Directors
E: The Marketing Committee shall be responsible for the promotion of the Chamber of Commerce to the general public, This shall consist of preparation and publication of press releases regarding Chamber activities as well as the promotion of our dinners, breakfast, open meetings, mixers, and annual dinner.
He may appoint these committees within thirty (30) days of his/her election. The President may appoint special committees as he/she deem necessary. The president shall be an ex-officio member of all committees.
Section 2. – Authority, It shall be the function of the committees to investigate and make recommendations, They shall report to the Board of Directors. No standing or special committee shall represent the Chamber in support of or in opposition to any public or private program with the specific confirmation of the Board of Directors.
Section 3. – Meetings, Meetings of committees may be called at any time by the president or by a chairman of such committees.
Section 4. – The Board of Directors is to appoint a sunshine committee from the membership consisting of three (3) members. It shall be the responsibility of this committee to keep abreast of the ever changing lives of our membership and to inform the board of these changes. The sunshine committee is to keep communication with the Secretary.
ARTICLE VI : MEETINGS
Section 1: - General Membership Meetings. The Chamber Board of Directors shall hold regularly schedule meetings not less than five (5) times per year on such date as set by the Board of Directors, except in the months of July and August. In September we hold an open meeting accompanied by an agenda for the Year.
Section 2: - Special Meetings, Special meeting may be ordered by the Board of Directors or call by the President.
Section 3: - Annual Meeting. The annual Banquet of the Chamber of Commerce shall be held in May and should be attended by all member of the Boston Chamber of Commerce.
Section 4: Notice of Meetings, Each member of the Chamber of will be given notice of every regular or special meeting through the Chamber newsletter.
Section 5: - Quorum, 10% of the membership shall constitute a quorum for the transaction of business at any regular or special meeting.
Section 6: - Limitation of Debate, Every member shall be entitled to speak upon any subject brought before the Chamber for consideration, but debates may be limited at the discretion of the President or Chairman.
Section 7: - Parliamentary Rules, the rules in Roberts’ Manual of Parliamentary Rules shall govern the proceedings of meetings, provided that they are not inconsistent with the rules of the Chamber.
Section 8: - Order of Business, The order of Business at regular meeting shall be as follows:
1.Reading of the minutes of the last meeting
2.Reports of the Secretary
4.Reports of standing committees
5.Reports of special committees
ARTICLE VII : ELECTIONS
Section 1: - Nomination of Directors. Three retiring members of the Board of Directors shall constitute the nominating committee. They shall meet on or before the first day of April and, If possible nominate no less than six (6) candidates for the three directorships to be voted upon. The directors term shall be for three years. If directors are to be elected to fulfill unexpired terms, at least two must be nominated by the nominating committee for each term available, One of the candidates may be the individual that was appointed by the Board of Directors to hold office until the next regular election. The three candidates receiving the highest number of votes shall be elected to the three regular terms. The fourth highest shall be elected to the next longest term available, etc, until all the vacancies are filled. The secretary shall included his/he annual meeting notice sent out to the membership, a ballot representing the report of the nominating committee. In the event there are insufficient candidates to fulfill the vacancies, the election will be held at the annual meeting as scheduled. At first board meeting following the annual meeting, the Board of Directors can fulfill any vacancies in accordance with ARTICLE III, Section above.
Section 2: - Election of Directors, The election of directors shall be held at the annual meeting in May, Before tabulation is begun, the President shall appoint two tellers who shall conduct the election and report the results. The Directors so elected shall assume office at a special directors meeting called by the President within 10 days thereafter, or at such time as notified the President.
Section 3: - Voting, All voting shall be by ballot. Each member must vote for the number of candidates to be elected.
Section 4: - Result, The number of candidates to be elected receiving the highest number of votes cast at the annual election shall be constituted and declared members of the Board of Directors
Section 5: - Citizen of the Year, Citizen of the Year shall be selected by the Board of Directors in accordance with the adopted guidelines.
ARTICLE VIII : AMENDMENTS
Section 1. – This constitution and by-laws may be amended or altered by majority vote of the member present at any regular or special meeting, provided that notice of the proposed changes have been included and sent by the secretary to each member not less that 10 day s prior to such meeting.
Section 2. – Approval, All proposed changes must received the approval of the Board of Directors before submission to the membership.
