Bylaws
BYLAWS OF THE BILLERICA CHAMBER OF COMMERCE, INC.
JANUARY, 2002
ARTICLE I
NAME AND LOCATION
The name of this incorporated organization is BILLERICA CHAMBER OF COMMERCE,
INC., or such other name as hereafter may be adopted in accordance with law.
The office of the Chamber of Commerce shall be located in Billerica, Massachusetts.
ARTICLE II
OBJECTIVES
Section 1. Purpose: This corporation is organized to advance the
general welfare and prosperity of the Town of Billerica so that it's citizens
and all areas of its business and professional community shall prosper.
Section 2. Limitations: The Billerica Chamber of Commerce shall
be nonpartisan, nonpolitical and nonsectarian in all of its activities.
ARTICLE III
MEMBERSHIP
Section 1. Membership in this organization shall be open to all business,
corporations, associations, or anyone who has reached the age of majority.
Section 2. Any person, firm, association or corporation shall have the right at any time to change its representative upon written notice to the Chamber of Commerce.
Section 3. Special Memberships
- Honorary Memberships: Honorary membership shall be eligible to those who are distinguish in public affairs. Honorary members shall have all the privileges of members, but shall not vote, nor pay dues. The Board of Directors shall confer or revoke honorary membership by a two thirds (2/3) vote.
- Community Partners: Limited membership which will be offered to non-profit organizations whose activities affect the Billerica Community. These shall be non-voting members. A nominal administrative fee will be charged to them for these organizations. This fee may be waived by the Board on a case-by-case basis.
- Associate Members: Whereas membership in the Chamber by a business, corporation or association provides for one (1) person of that organization to be the firm's representative, any other person associated with that business, corporation or association wishing to be formally acknowledged as a member of the Chamber, an Associate Membership will be available, which fee shall be determined by the Board of Directors. An Associate Member shall not have voting rights.
Section 4. The Membership fees shall be set at the annual meeting by the Board of Directors. The Board of Directors reserves the right to adjust the membership fees from time to time. Any adjustments of the membership fee shall require a majority vote by the Board of Directors. The membership fees for each member shall be payable annually.
Section 5. Applications for membership can be in writing, on forms provided for that purpose, and signed by the applicant and must include membership fee. An application may be rejected by the Board of Directors but, at the request of the applicant, may be resubmitted to the meeting of the members of the Chamber of Commerce and a favorable vote of two-thirds (2/3) of the members present in good standing will elect the candidate to membership. Any cause of rejection shall be stated by the Board of Directors to the applicant in writing.
Section 6. Membership shall be regarded as a guarantee on the part of the applicant of his interest in and sympathy with the purposes of the Chamber and of his adherence, if elected, to its Bylaw, rules and regulations.
Section 7. Membership within the organization may be terminated when:
a) Any member delivers to the Chamber a written notice of resignation to the Board of Directors; or
b) Any member who has not paid their membership fees within thirty (30) days of the due date shall receive written notice by the Chamber. The written notice shall state that in the event the member does not pay his/her dues within thirty (30) days of receipt of this written notice, the member shall be terminated unless membership is otherwise extended for good cause by a two-thirds (2/3) vote of the Board of Directors at a regularly scheduled meeting thereof after the thirty (30) day period following receipt of written notice has expired; or
c) Any member may be expelled by a two-thirds (2/3) vote of the Board of Directors, at an executive meeting called by the President for conduct which is inappropriate to the aims or reputation of the Chamber, provided that written ten (10) days notice of such intent of expulsion, is given by certified mail, return receipt requested to the member who is to be expelled.
Any such termination pursuant to Section 7(b) of Article III does not preclude the terminated member from re-applying to the Billerica Chamber of Commerce at a future date. Any such termination pursuant to Section 7(c) of Article III is subject to review by a meeting of the members of the Chamber of Commerce upon written appeal of the terminated member within ten (10) days of the date of the termination. A favorable vote of two-thirds (2/3) of the members present in good standing at the next meeting of the members of the Chamber of Commerce shall be necessary to reinstate the appellant; otherwise, the appellant shall be barred from re-application for a period of five years.
ARTICLE IV
MEETINGS
Section 1. The annual membership meeting of this organization shall be held on the second Monday of March at such time and place designated by the Chamber. If the designated day falls on a legal holiday, the meeting shall be held on the first business day thereafter. The annual meeting quorum shall be fifteen (15%) percent of the membership.
Section 2. The Board of Directors may provide for holding a special meeting of the Chamber at its discretion or upon a petition signed by not less than ten (10%) percent of the membership. All members shall be notified in writing of the date, time, location and agenda of the meeting at least fourteen (14) days prior to such meetings. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Section 3. Fifteen (15%) percent of the total membership shall constitute a quorum at any special meeting.
ARTICLE V
BOARD OF DIRECTORS
Section l. Authority: The government and policy making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2. Size: The Board of Directors shall consist of not more than fifteen (15) members, five (5) being elected by the membership and to serve three (3) years or until their successors have been duly appointed by the Board of Directors. In the event that a Board member resigns mid-term, the Board may appoint an interim member to replace that member. In the event that a resigning Director cannot remain on the Board of Directors until a replacement can be found, that vacancy will remain open until filled.
Section 3.Composition: Five (5) members of the Board of Directors shall serve as President, two,(2) Vice Presidents, Treasurer and Secretary.
Section 4. Meetings: The Billerica Chamber of Commerce, Board of Directors shall meet monthly on the second Monday of every month, unless otherwise specified. If the designated day falls on a legal holiday, the meeting shall be held on the following Monday. All monthly Board meetings are open to the entire membership.
Section 5. Quorum: A quorum for the monthly meeting shall require the presence of a majority of the Board of Directors to conduct official business for the Billerica Chamber of Commerce.
Section 6. Upon their election or appointment, the Board shall meet, qualify and elect from their own number a president, vice-president, treasurer, and secretary. The Directors shall have power to fill all vacancies on the Board until the expiration of the three-year term. They may adopt rules for conducting the business of the Chamber. They shall meet not less frequently than twice a year 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 of the organization.
Section 7. The Board of Directors shall take office immediately following their election, at the Board meeting following the annual membership meeting.
Section 8. A chairperson shall be appointed by the President to form a nominating committee of three (3) members of the Chamber, no later than ninety (90) days prior to the annual meeting. The committee shall be chaired by a member of the Board and the other members shall be from the general membership. The duty of this committee shall be to nominate from the membership of the Chamber as many members to be voted on for members of the Board of Directors as there are vacancies on the Board to be filled. Said committee shall file a list of the nominees recommended with the Secretary, in the absence of an Executive Director, no later than thirty (30) days before the election. Other nominations than the ones recommended by the committee may be made by any member by filing the name of the nominee with the Secretary, in the absence of an Executive Director, no later than thirty (30) days before the election. In the event that the number of nominations is greater than fifteen (15), a vote shall be taken by the nominating committee, who will present a slate at the Board meeting prior to the Annual Meeting.
Section 9. The Secretary, in the absence of an Executive Director, shall, along with notice of the Annual Meeting, publish a list of nominees in the two weekly issues of the Billerica Minuteman prior to the Annual Meeting.
Section 10. Any Director who shall not have attended at least sixty (60%) percent of the regular and special meetings of the Board of Directors in the Chamber year, may be removed as a Director. Any Director may be removed for cause by a two-thirds vote and shall be notified by mail or courier, return receipt requested, thirty (30) days prior to any such actions.
Section 11. No member of the Board of Directors shall be elected to serve for more than two (2) consecutive terms. Following such a period of consecutive service, one (1) year must elapse before the member shall again be eligible for service. Notwithstanding any of the preceding, in the event that there are insufficient candidates to fill all available positions, then any Director whose term is expiring may be re-elected for another one (1) year term.
Section 12. The Chamber may, by two-thirds (2/3) vote by the Board of Directors, provide for indemnification by the Chamber of any and all of its officers and directors or fo