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Constitution & By-Laws

Constitution and By Laws of the
Oyster Bay/East Norwich Chamber of Commerce, Inc.


Short Form: The Oyster Bay/East Norwich Chamber of Commerce

Article I
OBJECTIVE
Section 1:
The objective of the Oyster Bay-East Norwich Chamber of Commerce Inc., hereinafter
“The Chamber” or “Chamber” shall be to promote commerce and the common good and
welfare of the Hamlets of Oyster Bay and East Norwich .


Article II
MEMBERSHIP
Section 1: Qualifications
Any person or firm desirous of furthering the objectives of the Chamber may become a
member as provided:
A. Commercial members shall be those businesses, firms, or professional practices
located in the Hamlet of Oyster Bay and East Norwich.
B. Residential members shall be those individuals who reside in the Hamlet of Oyster Bay
and
East Norwich but who are not conducting business within these areas.
C. Non-Profit Organization members shall be those organizations located in the Hamlet
of Oyster Bay and East Norwich and the adjacent communities of Upper Brookville,
Mill Neck, Centre Island, Oyster Bay Cove, Cove Neck, Laurel Hollow, Muttontown, and
Lattingtown.
D. Supporting members shall be those business firms, professionals or individuals whose
place of business and / or mailing address is not within the Hamlet of Oyster Bay and
East Norwich.  Supporting members shall not be eligible for: voting privileges, election as
an Officer or Director of the Board and directory listings other than “Supporting Member”.
All other privileges of supporting members shall be determined by the Board.
E. Special Members. The board may appoint 1 (one) member to the Chamber with full
voting privileges and eligibility to serve on the Board. Such special member may serve
whether or not they meet the criteria of the membership categories for Commercial,
Residential, or Non-Profit. The Board shall appoint a special member in the event that
the Board, in its sole discretion, deems such special member necessary to maintain the
well being of the Chamber.

Section 2: Honorary Members
The Board of Directors, at a duly organized meeting, may elect Honorary members by a
unanimous vote of the members present.   Such Honorary members shall be exempt from
payment of dues and shall be entitled to all privileges of regular members, except the right
to vote, hold office and directory listings. Honorary membership shall remain in effect for
the calendar year in which it is bestowed.

Section 3: Resignation
Any member may withdraw from the Chamber after fulfilling all obligations to it by
giving written notice of such intention to the President, which notice shall be presented
to the Board of Directors at the first meeting after its receipt.

Section 4: Suspension
A member may be temporarily suspended or permanently expelled for violation of any of
the By-Laws or Rules of the Chamber or for conduct contrary to the best interests of the
Chamber. Such suspension or expulsion shall be by two-thirds (2/3) vote at a Special or
Regular Meeting of the Board of Directors, provided that a notice of the purpose for which
the meeting is to be called shall have been mailed by registered post to the member whose
suspension or expulsion is being considered. Such notice must be sent to the member’s
last recorded address at least fifteen (15) days before final action is taken thereon.  The
notice shall include the time and place where the Board of Directors is to take action on
the matter.  The member shall have an opportunity to present a defense at the time and
place mentioned in such notice.


Article III
DUES
Section 1: Amount
A schedule of dues shall be established by the Board of Directors and posted
conspicuously on the Chamber of Commerce website and shall indicate the date which
such schedule was established by the Board.  If within twenty (20) days after the date
of such posting a number of members constituting not less than five percent (5%) of the
Chamber membership in good standing at the time of the posting shall protest in writing
such resolution, a Special Meeting shall be called, as provided by Article IV, section 2,
herein for the purpose of considering such action of the Board of Directors.

Section 2: Period Covered
Annual dues shall cover a period commencing the day the member’s application is
accepted and shall run for one year from that date.  Dues for subsequent years shall be
due on the last day of the month of the anniversary date of the member’s first joining.
By example: a member who joined on July 4th, 2007 would be required to renew by
July 31st, 2008.

Section 3: Arrears
Members who fail to pay their dues within thirty days (30) of their due date shall be
notified.  If payment is not made within the next succeeding thirty (30) days, such failure
to pay shall be reported to the Board of Directors as in arrears, and if so ordered
by the Board of Directors the member shall be dropped from the rolls and thereupon
forfeit all rights and privileges of Membership.


Article IV
GENERAL MEMBERSHIP MEETINGS
Section 1: General Meetings
There shall be general meeting of the Chamber membership at a time and date to be
specified by the Board of Directors.  The February meeting shall be for the purpose of
formally installing officers and directors for the new calendar year and the transaction
of such business as may properly come before the meeting.  Notice of such meetings
shall be sent via email to the last recorded email address on file and shall be posted on
the Chamber website not less than ten (10) days prior to the meeting.

Section 2: Special Meetings
Special Meetings of the Chamber may be called by the Board of Directors at their
discretion.  Upon the written request of five (5%) per cent of the members of the
Chamber, the Board of Directors shall call a special meeting to consider a specific
subject. Notice for any special meeting shall be given in the same manner as for the
General meeting. No business other than that specified in the notice shall be transacted
at any special meeting of the members of the Chamber.

Section 3: Quorum
The presence in person of five (5%) percent of the members of the Chamber entitled to
vote shall be necessary to constitute a quorum for the transaction of business.

Section 4: Voting
Any member of the staff or officer of a firm may represent it at any meeting, provided
such individual has the approval of the firm it represents. Each commercial, residential,
and non-profit member, shall be entitled to one vote. Honorary and Supporting members
shall not vote. The Special Member, if appointed, shall be eligible to vote.

Section 5: Annual Budget
The annual budget of the Oyster Bay-East Norwich Chamber of Commerce shall be voted
upon by the membership present at the June meeting each year.


Article V
DIRECTORS
Section 1: Number
The property, affairs, business and concerns of the Chamber shall be vested in a Board
of Directors, consisting of no more than eighteen (18) Directors, who shall be residential
members, or duly designated representatives of commercial or non-profit members, and
who shall be elected by the membership as provided by this Article.  The members of the
said Board shall, at the beginning of the Chamber's January Meeting, enter upon the
performance of their duties and shall continue in office until their successors shall be duly
elected and qualified.

Secton 2: Election of Directors and Term
A) Each six (6) Directors shall be elected by the members to serve for a term of three (3)
years.
B) The President shall appoint a Nominating Committee Chairperson by the first General
Membership Meeting in September; and the Chairperson shall appoint a Committee that shall
consist of an even number of members including the Chairperson but not less than three
members , half of which shall be members of the Board of Directors. The President shall be
a member, ex-officio, of the Committee and shall not be counted when the size of the
Committee is determined by such Chairperson and shall vote only in the event of a tie vote
of the Committee.  The Committee shall submit a list of nominees by the first Meeting in
October. In addition to the Nominating Committee, the general membership shall be given the
opportunity of placing additional names into nomination, provided those names are endorsed
by not less than five (5%) percent of the members in good standing of the Chamber.  
Nomination from the general membership must be received at the Chamber office not later
than the November Board Meeting.
C) The method of election of Directors shall be by written ballot.  The Board of Directors
shall issue ballots setting forth the names of all duly nominated candidates, in alphabetical
order, with the terms to be served. Ballots shall be mailed to each voting
member at the members last listed address not later than the 1st day of December and
shall be returned not later than the 15th day of December. In addition to the names of the
candidates, the Board of Directors shall cause to be prepared brief biographies indicating
qualifications deemed appropriate by the Nominating Committee. The ballots shall be counted
under the direction of the Board of Directors and those candidates receiving the greatest
number of votes shall be declared elected.

Section 3: Duties of the Director
The Board of Directors shall have the power to hold meetings at such times and places as
they may think proper: to audit bills and disburse the funds of the chamber; to print and
circulate documents and publish articles; to elect officers, to suspend or expel members
pursuant to Article II, Section 5; to employ agents and to devise and carry into execution
such measures as they deem proper and expedient to promote the objectives of the Chamber.

Section 4: Meeting of the Board
Monthly meetings of the Board shall be held, unless waived by the consent of the board.
The President, at his or her own request, may and shall at the request of no less than five
members (5) of the Board, call a special meeting of the Board.

Section 5: Quorum
The presence of 50% of the members of the Board of Directors shall constitute a quorum
for the transaction of business. In the absence of the President or Vice President, the
quorum present may choose a Chairperson for the meeting. If a quorum is not present, a
lesser number may adjourn the meeting to a day not more than thirty (30) days later.

Section 6: Absence
Should any member of the Board of Directors absent herself or himself unreasonably
from three consecutive monthly meetings of the Board in any fiscal year or from more
than two-thirds of regular/special meeting of the Board in any such year, without sending
a communication to the President stating his/her reason for so doing, or if his/her
explanation should not be accepted by the members of the Board, his/her seat on the
Board may be declared vacant by vote of the Board. The Board may forthwith proceed to
fill the seat for the unexpired portion of its three year term.

Section 7: Vacancies
Whenever any vacancy shall occur in the Board of Directors by death, resignation,
removal or otherwise, the same shall be filled by a majority vote of the remaining
members of the Board at a regular or special meeting which shall be called for the
purpose. The person so chosen shall hold the seat until the end of the unexpired portion
of the three year term.

Section 8: Removal of Directors
With the exception of removal for absence which shall be pursuant to Article V, section
6., anyone or more of the Directors may be removed for cause at any time, by a vote of
two-thirds (2/3) of the members of the Board at any meeting called for the purpose and
in accordance with the procedure outlined in Article II, Section 4.


Article VI
OFFICERS
Section 1: Number
The elected officers of the Chamber shall be President, Vice-President, Secretary and
Treasurer. The Board, at its discretion, may create additional offices that can be filled by
the Board as per Section 2, below.

Section 2: Method of Election
The Board of Directors at its January Meeting shall elect all officers from among its
members for a term of one year. A quorum shall be necessary to constitute an election.

Section 3: Vacancy
In case of death, resignation or protracted disability of an office, the vacancy shall be
filled by the Board of Directors.

Sec. 4. Duties:
The duties and powers of the Officers of the Chamber shall be as follows:

PRESIDENT
The president shall preside at the meetings of the Chamber and of the Board of Directors.
He or she shall also, at the annual meeting of the Chamber and such other times as he or
she shall deem proper, communicate to the Chamber or to the Board of Directors such
matters and make such suggestions as may, in his or her opinion, promote the prosperity
and welfare and increase the usefulness of the Chamber, and shall perform such other
duties as are necessarily incident to the office of President of the Chamber.

VICE PRESIDENT
In case of absence or temporary inability of the President to perform his or her duties,
the Vice President shall act in his or her place.

SECRETARY
It will be the duty of the Secretary to maintain minutes of the Board of Directors
meetings and direct the answering of routine correspondence.

TREASURER
It shall be the duty of the Treasurer to present the monthly financial reports of the Board
of Directors and, at the Board's discretion, to conduct an audit of the same; consult with
the President on the fiscal affairs of the Chamber; to advise the Board of Directors of the
financial affairs of the Chamber.


Article VII
COMMITTEES
Section 1: Standing Committees
At the first meeting of the Board of Directors after their election or as soon thereafter as
practicable, the President shall, subject to the Board’s approval, appoint such committees
as the Board may deem necessary and to consist of as many members and/or Directors as
seems advisable.

Section 2: Special Committees
The President may, with the consent of the Board, at any time, appoint other committees
on any subject for which there are no standing committees of the Chamber.

Section 3: Committee Quorum
Twenty five (25%) percent of the membership of any committee of the Chamber shall
constitute a quorum for the transaction of business.

Section 4: Committee Vacancies:
The President shall have the power to fill vacancies.

Section 5: Committee Chairperson
The President shall appoint a member of the Board as an ex-officio member, with the
right to vote, of each committee. Such member shall be termed the chairperson or
liaison for that committee.


Article VIII
PERSONNEL
Section 1: Hiring
The Board of. Directors is empowered to hire such staff as is necessary to carry out the
ordinary and special activities of the Chamber of Commerce, and determine their
compensation.


Article IX
REFERENDUM
Section 1: Referendum Vote
Upon the request in writing of five (5%) percent of the members in good standing, the
Board of Directors shall, or upon its own initiative, may, submit a question to the members
for referendum vote by mail or electronic communication; the ballot for such vote to be
accompanied by briefs stating both sides of the question. When so stated in the request,
action taken therein by the membership shall be final.


Article X
AMENDMENTS
Section 1: By Laws
These By-laws may be amended by a majority vote of the members in good standing, in
attendance at any regular membership meeting, or at any special meeting called for that
purpose, Article IV, Section 3, not-withstanding, provided that such amendments shall be
plainly stated in the call for the meeting at which they are to be considered.

Section 2: Notice of Meeting
Due notice by email and website posting of any meeting at which such amendments are
to be considered must be given to every member at least five (5) days prior to time of
meeting.


First Adopted:
February 1st, 1972
Amended:
1977
September, 1991
August, 1992
April, 2007
November 2011