Newton-Needham Chamber of Commerce, Inc.
Article I – Name
This organization is incorporated under the laws of the Commonwealth of Massachusetts and known as the Newton-Needham Chamber of Commerce, Incorporated (sometimes referred to herein as the “Chamber”) with its principal place of business in Newton, Middlesex County, Massachusetts.
Article II – Mission
The mission of the Newton-Needham Chamber of Commerce is to create a climate of growth and success for the communities of Newton and Needham through a collaborative and integrated approach utilizing business, community and government resources.
To accomplish this, the Chamber will:
Article III – Purpose
The purpose of the Newton-Needham Chamber of Commerce shall be the development, encouragement, promotion, protection and advancement of the commercial, industrial, professional, financial and general business interests of Newton and Needham and neighboring areas; to promote the civic interests and general welfare of each community; to encourage the development of the transportation and communication facilities of the area; to procure laws and regulations desirable for the benefit of business in general and each community; and to provide a forum for the reflection of the sentiments of business regarding matters affecting its interests, and those of each community.
The Chamber shall be, not-for-profitt, non-partisan, and non-sectarian. It shall observe all local, state, and federal laws which apply to a non-profit organization including those defined in Section 501 c (6) of the Internal Revenue Service Code.
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Article IV – Membership
Section 1 – Eligibility
Business, professional and civic entities of good standing interested in the civic, industrial and commercial progress of the two communities and neighboring areas shall be eligible for membership in the Chamber..
Section 2 – Election to Membership
Election to membership shall be by the Board of Directors (Board). The written application of a candidate for membership shall constitute acceptance by the applicant, when elected, of the by-laws, rules and regulations of the Chamber. An applicant shall be and remain a member upon payment of dues, subject to Section 5 below. The membership year of a member shall begin on the first day of the month in which his orher application is signed.
Section 3 -Membership Dues
Membership dues in the Chamber will be billed on the anniversary month of membership or billed periodically. Dues will be in accordance with the formulas established annually by the Board.
Section 4 – Honorary Membership
Distinction in public affairs shall confer eligibility of honorary membership to individuals. Honorary members shall have all the privileges of members, except the right to vote and hold office, and shall be exempt from payment of dues. The Board shall confer or revoke honorary membership by a majority vote, upon prior nomination by the Executive Committee.
Section 5 – Termination
a) Any member may resign from the Chamber upon written request to the Board; b) Any membership shall be revoked by the Board by a two-thirds vote for nonpayment of dues unless otherwise extended for good cause; c) Any membership may be revoked by a two-thirds vote of the Board present at a regularly scheduled meeting thereof, for conduct unbecoming a member of the Chamber, after notice and opportunity for a hearing are afforded the member complained against.
Article V – Membership Meetings
Section 1 – Annual Meeting
The Annual Meeting of the Chamber shall be held in November each year, at such place and hour as the Board may establish. At this meeting the annual reports of the officers shall be presented, and the Directors shall be elected.
Section 2 – Special Meetings
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Special meetings of the members may be called whenever the Board deems it advisable. In any event the Chair of the Board shall, upon the written request of fifteen percent of the membership expressing the object and purpose of the meeting, call such a meeting. Notice of the time and place set for such special meeting shall be mailed, emailed or faxed to each voting member at least five days prior to the holding thereof.
Section 3 – Quorum
At all membership meetings, ten percent (10%) of the voting members shall constitute a quorum.
Section 4 – Notice of Meetings
The Clerk shall give notice to all members in writing by mail, email or fax at least ten (10) days in advance of all regular and special meetings. The notice shall state the day, hour and place of the meeting and shall contain a brief statement of the business to be acted upon.
Section 5 – Legal Vote
Voting may be accomplished in person or by written signed proxy in form satisfactory to the Board. Each member is entitled to one vote provided they have paid their annual dues. All matters voted on at this meeting shall be decided by a majority vote of those present in person or by proxy as aforesaid.
Article VI – Board of Directors
Section 1 – Composition, Duties and Powers
The corporate powers of the Chamber shall be exercised, its business and affairs directed and its property controlled by a Board , consisting of a number of Directors fixed from time to time by a majority vote of the Board, which number shall not be less than fifteen nor more than twenty-five (the “Maximum Number of Directors”). The Boardshall be divided into three groups as nearly equal in number as possible, to stagger the terms of office, and one of each such group shall be elected annually for a term of three years. Any voting member shall be eligible to hold the office of Director. It is the intent of the Chamber that the Board reflect its membership in terms of diversity of types of business and the business community that the Chamber seeks to serve. The Governance Committee shall endeavor to seek such nominees.
Section 2 – Nominations, Election, Terms
Each year, the Chair of the Board, with the approval of the Board, shall appoint a Governance Committee of at least five members. The committee shall place in nomination for directors the names of member candidates up to the total number of vacancies, after having first established the willingness of such nominees to serve if elected. The Governance Committee shall file its list of nominees with the Clerk of the Corporation at or before 5:00 P.M. on the day preceding the regularly scheduled Board meeting in October.
Upon written petition filed with the Clerk at or before 5:00 P.M. on the day preceding the regularly scheduled Board meeting in October, members who (1) constitute not less than
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ten percent (10%) of the total number of members and (2) have paid their current dues, may add to the list of nominees for Directors the name of not more than one eligible candidate (the address of the candidate to be specified in such petition) for each office to be filled at the next Annual Meeting.
All Board members shall serve three-year terms, but are eligible for re-election. However, no board member shall serve more than three consecutive three-year terms, unless a board member has been elected by the Board to serve as First Vice-Chair, Treasurer, or Board Chair or will be serving as Past Chair. In such a case the Board term shall be extended to accommodate the completion of the Officer’s cycle. Upon completion of three consecutive three-year terms, a minimum of one year must pass before a member can be considered for another term on the Board, and if so re elected to serve as a Board member after the one year hiatus, such Board member may serve up to three additional three year terms, at the Board’s discretion.
Section 3 -Meetings and Quorum
The Board shall hold regular monthly meetings, except that at its discretion it may omit meetings during the months of July, August and December. Special meetings may be held at such other times as the Board may determine or as may be called by the Chair of the Board. He or she shall call a special meeting when requested in writing by a majority of the Board. Notice of at least twenty-four (24) hours shall be given of any Board meeting. At any meeting of the Board of Directors, a quorum shall consist of the majority of the Directors then in office, and all action shall be by a majority of the Directors in attendance. One or more directors may participate in a regularly scheduled or specially called meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time. Participation in a meeting pursuant to the foregoing sentence shall constitute presence in person at such meeting.
Section 4 – Action Without Meeting
Any action by the Board may be taken without a meeting if a written consent thereto is signed by the directors then in office and filed with the records of the meetings of the Board. Such consent shall be treated as a vote of the Board for all purposes.
Section 5 – Vacancies
The Board may declare vacant the seat of any member of the Board who has resigned, been unable to serve (in the reasonable discretion of the Board) or who has failed to attend four regular meetings during any calendar year without furnishing a satisfactory explanation to the Board (referred to as a “Vacancy”). Any Vacancy occurring during the year, as well as any open Board seats which have not been filled pursuant to Section 2 above up to the Maximum Number of Directors, may be filled by the Board, from time to time, during each calendar year at its discretion, upon recommendation of a candidate submitted by the Governance Committee to fill a vacancy. Any Director so elected pursuant to this Section 5 shall serve out the balance of the term of the Board member creating the Vacancy..
Section 6 – Resignations
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All resignations shall be tendered to the Board in writing, and accepted at its next regularly scheduled meeting.
Article VII – Officers and Duties
Section 1 – Election
Promptly after each Annual Meeting of the Members, if 50% of the newly elected Directors were present at such meeting, there shall be a Meeting of the Directors without notice, and at the place thereof. But if 50% of the newly elected Directors were not present at such Annual Meeting of the Members, a Meeting of the Directors shall be called at once by the Chair of the Board. At the first meeting of the Directors, the Directors shall elect from the Board the following officers: A Chair of the Board, and up to three Vice Chairs (including one who shall be designated as First Vice Chair), a Treasurer and a Clerk of the Board.
Section 2 – Term
The term of office of all officers of the Chamber shall be for one year or until their successors have been duly elected and qualified. The Chair of the Board is eligible to serve no more than two consecutive terms as Chair. Any Director shall be eligible for election to any other office.
Section 3 – Officers & Duties
The Chair of the Board shall be the chief officer of the Chamber, shall preside at meetings of the Board, shall have general supervision of the business and affairs of the Chamber, shall assist in formulating and promoting the general program of the Chamber; shall, subject to approval of the Board, appoint all committees; and shall preside at all meetings of the members of the Chamber. He shall be Chairman of the Executive Committee and a member ex-officio of all other committees of the Chamber. He shall be responsible for the submission to the membership of an annual report of the activities of the Chamber.
The elected Vice Chairs shall each be charged with specific duties and areas of responsibility in the programs of the Chamber each year. The First Vice Chair shall perform the duties of the Chair of the Board in the event of the temporary disability of the Chair of the Board or his/her absence from meetings.
The Treasurer shall be custodian of all funds of the Chamber and, under the direction of the Board of Directors, oversee the financial operations of the Chamber. The Treasurer shall make written reports, monthly, to the Board and to the Annual Meeting of the membership. All disbursements shall be made by checks signed by the Treasurer and in his/her absence the Chair of the Board, unless there is someone else designated by the Board . The Treasurer shall be the chair of the Finance Committee.
Article VIII – Employees of the Chamber
The Chamber shall employ a President who shall serve at the discretion of the Board. The President shall attend Board Meetings and Executive Board meetings, when Final Proposal Recommended by Executive Committee to be considered by Board of Directors June 16, 2012 6 requested to attend by the Chairman The President of the Chamber shall, subject to the direction, advice, consent and control of the Executive Committee, prepare and administer the Chamber’s business and affairs, including the hiring, disciplining and firing of personnel, direct and supervise the staff of the Chamber, see that all orders and resolutions of the Board are carried into effect be responsible for sales and marketing, oversee membership, community affairs and public relations and execute binding contracts on behalf of the Chamber. The President shall be responsible for implementing any personnel policies adopted by the Board and keep the Board fully informed of his/her activities, including keeping the Board informed of staff performance. The Executive Committee shall fix the compensation of the President, subject to the approval of the Board. The President shall perform such other duties and have such powers as may be designated from time to time by the Executive Committee. At any time when there shall be no President of the Chamber in office, the Executive Committee shall appoint an Acting President of the Chamber.
Article IX – Committees
Section 1 -Appointment, Function, Authority
This section shall apply to all committees except the Executive, Finance, Governance, Membership, Economic Development and Strategic Planning and Development Committee’s, which are elsewhere described.
The Chair of the Board shall appoint, subject to confirmation by the Board, a Chairman for each standing committee and special committee that the Board may authorize for the conduct of the affairs of the Chamber. The Chairman of each committee shall appoint, subject to the Chair of the Board’s approval, the members of his or her committee.
Each committee shall proceed promptly and expeditiously to perform the project or projects assigned to it within the limits of the responsibilities and duties approved and clearly defined by the Chair of the Board. Reasonable notice of committee meetings shall be given. The members present at any meeting shall constitute a quorum for the transaction of committee business.
All resolutions adopted by committees and all reports and other communications which purport to reflect the attitude of the Chamber shall first be approved by the Board of Directors before being made available either to the membership of the Chamber or to the public, except such resolutions, reports and other communications as shall be approved or authorized in advance by the Board of Directors. In the event any committee fails to discharge the duties assigned to it satisfactorily, such committee may be discharged by the Board of Directors.
Section 2 – Executive Committee
Composition – The Executive Committee shall be composed of the Chair of the Board, the Vice Chairs, the Treasurer, the immediate past Chair of the Board and the Clerk.
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Duties – The Executive Committee shall possess and may exercise all the powers of the Board of Directors unless otherwise specifically provided in the by-laws. A simple majority shall constitute a quorum provided one such member is the Chair of the Board or First Vice Chair. The Executive Committee shall keep a record of its proceedings, which shall be reported to and be subject to examination by, the Board at all times. All acts performed and powers and authority conferred by the Executive Committee from time to time, within the scope of its authority, shall be, and be deemed to be, and may be certified as being, the act and under the authority of the Board.
The Executive Committee shall hold meetings, upon reasonable notice, on the call of the Chair of the Board or a majority of its members. The Executive Committee may, in its sole discretion, conduct certain meetings in private executive session if it believes that the meeting may be covered by the attorney work product doctrine or the attorney client privilege. The Executive Committee may also conduct a private executive session to protect the confidentiality of an individual employee.
Section 3 – Finance Committee
Composition – The Finance Committee shall consist of at least 3 members of the Board, who shall be appointed at the first Board meeting following the Annual Meeting. The Committee Chair shall be the Treasurer of the Board. Additional members may be added at the discretion of the Committee Chair. The Chairman of the Board will serve ex-officio.
Duties – The Finance Committee shall cause an annual audit of the financial affairs of the Chamber to be initiated within 30 days of the close of the fiscal year. The Finance Committee will work with the President to oversee the financial operation of the Chamber and when appropriate, make recommendations to the Executive Committee and Board of Directors regarding the financial operation.
The President shall prepare an annual budget of income and expenses and submit same to the Board by its November meeting of each year. The budget will be established for a one year period. The Board shall have sole power at all times to alter or amend the budget, in whole or in part.
Ensure that policies and procedures regarding the financial operation are documented and up to date with industry best practices.
Section 4 – Governance Committee
Composition – The Governance Committee shall consist of at least five Board members. The members of the Committee shall be appointed by the Chairman at the first meeting after the Annual meeting. The Committee will meet not less than 3 times a year.
Duties – The Governance Committee is responsible for ongoing review and recommendations to enhance the quality and future viability of the Board. It focuses on the following six areas, with specific duties dependent on Board needs at any specific time, as well as evolving practice: Board Role and Responsibilities, Board Composition,
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Board Knowledge, Board Effectiveness, Board Leadership and By-Law Review. Specifically the Committee will:
Section 5 – Membership Committee
Composition – The Membership Committee shall consist of at least 5 members. The President shall recommend individuals from the membership to the Board to serve as members. The Committee Chair shall be a member of the Board.
Additional members may be added at the discretion of the Committee Chair. The Chairman of the Board will serve ex-officio.
Duties – The Membership Committee will work with the Director of Membership, and if there is no such person, with the President, to develop strategies to recruit and retain members, as well as recognize loyal members. The Membership Committee will also review member benefits, member dues structures and help develop member orientations.
Section 6 – Economic Development Committee`
Composition – The Committee may include as many members as determined feasible by the President. The Committee Chair shall be a member of the Board.
Duties – The mission of the Economic Development Committee of the Newton-Needham Chamber of Commerce is to develop policies and to take positions that will promote appropriate economic growth in the Newton-Needham region. Key criteria to be used will be a projects ability to create jobs, commercial tax revenue and/or infrastructure improvements within the community without compromising quality of life.
The committee will assist the Chamber with the development of economic development position statements, educate and influence legislators about issues important to the economic well-being of the the Chamber and/or the Newton-Needham area and encourage membership involvement in legislative advocacy concerning economic development issues.
Section 7 – Strategic Planning and Development Committee
Composition – The Committee shall consist of at least 5 members to be selected and recommended to the Board by the President. The Committee Chair shall be a member of the Board.. Additional members may be added at the discretion of the Committee Chair. The Chairman of the Board will serve ex-officio
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Duties – The Strategic Planning and Development Committee will work to ensure that the Chamber Strategic Plan is successfully implemented, updated and amended as necessary. The Committee will focus on long range planning for the Chamber which includes staffing and facilities. Additionally the Committee will consider ways to expand the organizational capacity of the Chamber through alternative sources of funding.
Article X – Fiscal Year
The fiscal year shall end the thirty-first day of December.
Article XI – Indemnification
The Chamber shall indemnify to the fullest extent authorized or permitted by applicable law, including without limitation, the Massachusetts Nonprofit Corporation Act any person and his or her estate who is made, or threatened to be made, a part of an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he or she is or was a Director, Officer or employee of the Chamber or serves or served on committees or other enterprises at the direction, request and/or expense of the Chamber. The Chamber shall at all times carry director’s and officer’s liability insurance. Such insurance shall be with a reputable insurance company of the choosing of the Board with coverage limits that shall be determined from time to time by the Board.
The Chamber shall furnish fidelity bonds for the Treasurer in such amounts as the Board shall deem necessary, the cost to be paid by the Chamber.
Article XII – Conflict of Interest
A conflict of interest transaction is a transaction with the Chamber in which a Director has a direct or indirect interest. A Director of the Chamber has an indirect interest in a transaction if:
Another entity in which the Director has a material interest or in which the Director is a general partner is a party to the transaction; or
Another entity of which the Director is a director, officer or trustee is a party to the transaction.
A transaction in which a Director has a conflict of interest may be approved in advance by the Board by affirmative vote of a majority of the Board , or a committee of the Board, who have no direct or indirect interest in the transaction if the material facts of the transaction and the Director’s interests are disclosed or known to the Board or committee of the Board and the Directors approving the transaction in good faith reasonably believe that the transaction is fair to the Chamber, or as otherwise provided by the Massachusetts Nonprofit Corporation Act as amended from time to time.
Article XIII – Parliamentary Procedure
The proceedings of Chamber meetings shall be governed by and conducted according to the latest edition of Roberts’ Manual of Parliamentary Rules.
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Article XIV – Amendments
These by-laws may be amended or altered by a two-third vote of the Board at any regular or special meeting called for that purpose provided notice of the proposed change is given in the notice of the meeting mailed or emailed to each member not less than ten (10) days prior to such meetings.
Article XV – Dissolution
The Chamber shall use its funds only to accomplish the objects and purposes specified in these by-laws and no part of said funds shall inure, or be distributed, to the members 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 or other designated Chamber committee.
Chamber by-laws revised June 20, 2012