Pocomoke City Chamber of Commerce, Inc. 
(DBA Pocomoke Area Chamber of Commerce)

By-Laws 


​(Revision Pending)

ARTICLE I

NAME, PURPOSE, RESIDENT AGENT, AREA, AND ORGANIZATION

Section 1: Name 
This organization is incorporated under the laws of the State of Maryland and shall be known as the Pocomoke City Chamber of Commerce, Incorporated., dba (doing business as) Pocomoke Area Chamber of Commerce. Here in after referred to as Pocomoke Area Chamber of Commerce in this document.

Section 2: Purpose 
The Pocomoke Area Chamber of Commerce is organized to achieve the objectives as stated in our articles of incorporation. “The purpose for which the Corporation is formed and the business or objects to be carried on and promoted by it are as follows:

The advancement of the civic, commercial, industrial and agricultural interests of Pocomoke City, Worcester County, Maryland, and the surrounding territory; the promotion of the general welfare and prosperity of Pocomoke City and its surrounding territory, and the stimulation of public sentiment to these ends; and the providing of such social features as will promote these purposes.” 

Section 3: Resident Agent
The President shall be the corporate resident agent, or if not legally qualified, any officer designated by the Board of Directors provided such individual is a citizen and resident of Maryland. 

Section 4: Area 
The geographic market area of Pocomoke City and surrounding territory included, but not limited to The Eastern Shore of Maryland, Delaware and Virginia, and/or businesses that service the market area of Pocomoke City and the Eastern Shore of Maryland, Delaware, and Virginia.


Section 5: Organization 

This Chamber of Commerce shall be a legally incorporated, non-profit, tax-exempt, non-partisan and non-sectarian corporation and shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 510 C (6) of the Internal Revenue Code.



 

ARTICLE II

MEMBERSHIP

Section 1. Eligibility 

Any individual, association, corporation, partnership, proprietorship or any other entity having any interest in the purposes of the organization shall be eligible for membership.

A.    Individual seeking membership may not seek membership solely for political interest because the organization is non-partisan.

Section 2. Types of Membership 

A. Business and/or Professional
Available to any association, proprietorship, partnership or other entity, 
all of which hold a valid Business License. 

B. Civic and/or Charit[1] able Organizations 

C. Honorary Members (Other Chambers & Churches)

(1. May be conferred by the Board of Directors to a person/persons of distinction in public affairs, service to the Chamber of Commerce or to the community. 

(2. Honorary members are non-voting members of the Chamber of Commerce.

(3. Person representing Honorary Members for Board Membership

D. Individuals who are community minded that wish to support the 
Chamber objectives and events.  Individual members have voting privileges.

Section 3. Application 

All applicants for membership shall be in writing on the form presented by the Pocomoke Area Chamber of Commerce, which form constitutes an agreement on the applicant to adhere to all the by-laws, rules and regulations of the Chamber when membership is granted. 

Section 4. Admission 
An applicant shall become a member upon approval of the application by the Board of Directors, which said approval shall be given within 30 days from the receipt of the application. Approval by the Board of Directors will be based upon consideration of the requirements of Article 2, Section 1 and 2 of these By-Laws. 

Section 5. Dues 
The dues are due and payable on or before January 1 of each calendar year. Dues may be adjusted to a lesser payment[2]  as agreed upon by the Chamber Board and the company or individual.

Dues Structure Procedure: 

A. The annual membership rates and categories will be listed and defined within the membership application.

B. The membership categories and rates will be reviewed annually 
by the Treasurer, in conjunction with the 
preparation of the budget. The Treasurer will then make a 
recommendation to the Board of Directors.

C. Following the Treasurer’s recommendation, the[3]  Board of Directors including the Treasurer then present the annual budget, with the membership rates and changes, for approval by 
the General Membership. 



Section 6. Privileges 

All members, except non-voting, shall be entitled to all privileges and obligations including the right to vote and hold elected office. 

Each membership entity is permitted one vote, except non-voting individuals. 

Section 7. Resignation, Suspension or Expulsion 

A. Resignations from membership shall be written and shall become effective 
upon presentation to the Board of Directors at their monthly meeting.  Membership fees are non-refundable.

B. Any member may be suspended or expelled for conduct unbecoming 
a member or prejudicial to the purpose of the Chamber, upon a two-
thirds (2/3) vote of the Board of Directors present at any duly 
called meeting. Such member has the right to appear before the Board of 
Directors and show cause why suspension or expulsion should not 
become effective. 

C. Any member whose dues payment is thirty (30) days past due shall be 
furnished with notice of termination of membership, along with membership privileges and benefits (including but, not limited to, Business After Hours and luncheons, unless otherwise agreed upon) due to delinquency. 

ARTICLE III

GENERAL MEMBERSHIP MEETINGS

Section 1: Meetings 

Meetings of the General Membership shall be held monthly with exceptions as deemed necessary by the Board of Directors. The time and place of such meetings shall be sent to all members, at least ten (10) days prior to the meeting. 

Section 2. Special Meetings 

A. The President or Executive Director may call Special Membership Meetings.

B. A Special Membership Meeting may also be called upon petition in writing of 
fifty percent (50%) of members in good standing. 

C. Notice of a Special Membership Meeting shall be communicated to each 
member at least ten (10) business days prior to such meeting, unless otherwise agreed upon.

D. The business to be conducted at any special meeting shall be stated in the 
notice and no other business shall be conducted. 

Section 3. Meeting Quorum 

Ten percent (10%) of the membership shall constitute a quorum for general and special membership meetings.

Section 4. Absentee and Proxy Votes 

A. Written absentee ballots may be allowed on votes scheduled on the 
meeting agenda; all such votes must be received by the close of business the 
day prior to the meeting. The President shall determine the format of such 
ballot. 

B. No proxy voting will be allowed. 

Section 5. Record of Proceedings 

The Executive Director shall record minutes of all General Membership Meetings. All records of proceedings must be readily available for inspection by all members of the Chamber within a reasonable time frame. The Executive Director shall present an annual report to the General Membership at the December Meeting.

ARTICLE IV

BOARD OF DIRECTORS 

Section 1. Composition 

A. The Board of Directors shall consist of elected officers, immediate past president 
(as defined in in section “D” hereinafter) and six (6) at large directors. The Executive Director shall serve as the Board of Directors secretary and record the Board proceedings. The Executive Director is a non-voting member.

1.     The Board of Directors may appoint an AD HOC committee if necessary.

B. Each Director shall serve a term of three years, beginning immediately upon 
election, except that a director nominated and elected to fill a vacancy shall serve 
only for the unexpired portion of the term thus filled. Service of a partial term of not 
more than two years shall not be counted against the term limit provision. Each 
Director may serve two consecutive terms; after an absence of one year a 
former Director is again eligible to serve as a Director. Officers may serve again as 
Directors at large without an absence from the Board of Directors.

C. The most current Past President will continue to be a member of the Board for two (2) years after their term expires with the privileges of voting. 

Section 2. Record of Proceedings 

The Executive Director shall keep all minutes of the meetings of the Board of Directors. All records of proceedings must be readily available for inspection by all members of the Chamber within a reasonable time frame.

Section 3: Meetings 

A. The Board of Directors shall meet at least once a month at a specified time 
and place. Special meetings may be called at the President’s or Executive Director’s discretion or upon receipt of a written request of a majority of the board members. The 
president may call a meeting provided that at least five (5) days notice is 
given.


B. The notice for special meeting shall contain the time and place of such 
meeting and the specific purpose for which it is being called and no other 
business shall be conducted at such meeting. 



Section 4: Nomination and Election of Officers 

A. It shall be the duty of the Board of Directors to select one (1) member, in good 
standing, who has held membership for at least one year, or at the discretion of the Board 
immediately preceding the date of nomination, as nominee for each of the 
offices of president and treasurer. 
The Board shall also select as nominees two (2) members, in good 
standing, who have held membership for at least one year immediately 
preceding the date of nomination for Directors At Large. The Board 
may also be asked to nominate members in good standing for at least one 
year, or at the discretion of the Board immediately preceding the date of nomination for any term vacancies. The Board shall not name one of its members as a nominee.

B. After selection of nominees, the Board shall ascertain the willingness of
nominees to be nominated and to serve, if elected. 

C. The Board shall report the names of those nominated prior to voting. The names of those
nominated will be included in the notice of the November General Membership meeting. 

D. At the November or December meeting, the Board will 
present the slate of nominees. At that time any member may nominate any 
other member in good standing, who has held membership for at least 
one year, or at the discretion of the Board immediately preceding this meeting. The nominated person must express his/her willingness to serve.

E. Election shall be held at the November or December General Membership 
meeting. The President will select the method of vote, either by voice, 
note, or written ballot. In case of a tie, the President shall toss a coin to 
determine the winner. 

F. Installation of officers and directors will take place in December or January 
at the General Membership meeting. 

Section 5. Vacancies 

A member of the Board of Directors who shall be absent without excuse for three (3) consecutive meetings of the Board of Directors or who shall be absent for four (4) meetings of the Board in any one (1) fiscal year as defined in the By-Laws, regardless of whether said four (4) meetings are excused or un-excused, shall automatically be dropped from membership on the Board, unless said Board member is confined by illness. Alternately, if a majority vote of the board voting at any meeting may sustain an appeal by the affected board member.  The President may grant excused absences, by request of the absent board member received orally or in writing prior to the adjournment of the meeting at which the absence is to occur. Any requests for excused absence received after the adjournment of the pertinent meeting shall be acted upon by the Board. [4] 

The Board of Directors shall fill vacancies on the Board of Directors, or among the Officers, by a majority vote.

Section 6. Quorum 

At least 30% of the members of the Board of Directors shall constitute a quorum. 
ARTICLE V.

OFFICERS 

Section 1. Confirmation of Officers


A. The Board of Directors shall, at the General Membership meeting 
in January be recognized for the coming year and shall affirm the 
transfer of office to the newly elected president and treasurer. Officers shall serve for a term of one-year effective January 1, or, until their successor(s) assume(s) the duties of the office. Officers and Directors at Large shall be the voting members of the Board of Directors.

B. Each Officer may only serve two consecutive terms in a specific 
office: after an absence of one year, a former Officer is again eligible to 
serve. 

C. The treasurer shall be elected to a one-year term; and does not have a 
term limit. 

Section 2. Duties of Officers

President 

A. Shall serve as the spokesperson of the Chamber of Commerce and 
shall preside at all meetings of the general membership and Board of Directors.  He/she shall perform other duties normally required of his/her office.

B. The President shall, with the advice and counsel of the Executive 
Committee, determine all committees; select all chairpersons; assist in 
the selection of committee personnel, all subject to the Board of Directors 
approval. Standing committees shall be confirmed, or abolished with the 
advice, counsel and approval of the Board of Directors.

C. The President may approve any contract that is under $500.00. The Board 
of Directors must approve any contract that is $500.00 or more.

Vice President 

The First Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. He/she shall perform other duties permitted or as required by the Board of Directors. He/she will serve as Ex-Officio member of Committees as designated by the President. 

Treasurer 

Shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions approved by the Board of Directors, subject to check, signed by either the Treasurer or the President. The Treasurer shall prepare and present a monthly financial report to the Board. He/she shall perform other duties normally required of the Treasurer or as required by the Board of Directors.  (Executive Director may act on behalf of the Treasurer when necessary.

ARTICLE VI

COMMITTEES

Section 1. Appointment 

Selection of membership and chairperson is provided for in Article 5, Section 2, President. 

Section 2. Standing Committees 

The standing committees may include: Membership, Finance, Executive, Economic Development, Tourism, and such others as may be deemed necessary by the Board of Directors. 

Section 3. Testimonies 

A. A member of any committee, which is purported or could be 
reasonably construed to represent the Chamber shall take no action or resolution 
of any kind, unless approved by the Board of Directors.
B. Actions having been approved by the Board of Directors may be 
communicated to civic and governmental agencies only as prescribed by the 
Board. 

Section 4. Meetings
[5] 
The President or the Chairperson may call committee meetings at any time. 

ARTICLE VII

FINANCES

Section 1. Funds 

All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account. The Board of Directors shall have the authority to receive and accept donations given for the use of the Chamber and/or its committees.

Section 2. Disbursements 

Upon approval of the budget, the Treasurer or Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. All procedures for disbursements of funds other than budget-approved shall be disbursement by [6] check, debit or ACH. 

Section 3. Fiscal Year


The fiscal year for the Chamber of Commerce shall be the calendar year, January 1st to December 31st. 

Section 4. Budget 

The Chamber shall operate on an annual budget to be prepared by the Treasurer in conjunction with the Board of Directors. Its purpose shall be to allocate the funds in such manner as to enable the Chamber to effectively carry on its programs. 

Section 5. Annual Audit 

The accounts of the Chamber of Commerce shall be audited annually after the close of business on December 31st. The audit may be available to the members of the organization upon request.[7]  An outside firm shall audit the accounts.

ARTICLE VIII

DISSOLUTION

Section 1. Procedures 

The Chamber shall use its funds to accomplish the objectives and purposes specified in these By-Laws, including outstanding payment to the Executive Director.  No part of said funds be distributed to any member of the Chamber. On dissolution of the chamber any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors. 

ARTICLE IX

PROCEEDINGS 

Section 1. Parliamentary Authority 

The current edition of Roberts Rules of Order, newly revised, shall be the final source of authority in all questions of parliamentary procedure, provided such rules are not inconsistent with the Charter or By-Laws of the Chamber.


Section 2. Demeanor 

All proceedings and functions of the Chamber, business or social, formal or informal, shall be conducted with decorum and consistent with democratic principles and responsible behavior.



ARTICLE X

EXECUTIVE DIRECTOR

Section 1. Duties 

A. Manages the day to day operation of the Chamber office

B Answers directly to the President & Executive Officers

C. Represents the Chamber in the absence of the Officers


D. Acts as recording secretary of all General Membership 
meetings, Special Membership meetings, Board of Director meetings.  May appoint substitute Secretary when necessary.


E. Perform any duties agreed upon between the Board and Executive Director.


F. The Executive Director may make necessary purchases up to $500., 
any purchase over $500, must be approved by the Board. The debit card 
may be used for purchases of up to $200 per day for items needed to run 
the Chamber office and/or meeting/functions and/or supplies.

Section 2. Voting Privilege 

A. Voting privilege is granted only at the General Membership Meetings 

Section 3. Evaluations, and Contract


A. The evaluations, wage structure, contract or other personnel categories are 
the responsibility of the Executive Committee.


B. An annual evaluation is to be completed in September or October, prior to the 
Treasurer preparing the new year’s budget.

C. Evaluation of policies and contract will be reviewed by the Board and Executive Director when necessary.

ARTICLE XI

ADOPTION AND AMENDMENTS

Section 1. Amendments or Revision 
These By-Laws may be adopted, amended, or altered by two-thirds (2/3) vote of the majority of the members present at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments and/or revisions. Any proposed amendments or revisions shall be submitted to the Board of Directors in writing, at least 10 days before the meeting. 
Approved: Date May 7, 2018 
President’s Signature: Michelle Redinger
Vice President’s Signature : Mona Margarita

Modification of By-Laws made on 
May 17, 2018 by Betsy Brittingham, Executive Director
Accepted and Approved on ___________ by the General Membership