CONSTITUTION AND BY-LAWS OF THE FARMINGTON CHAMBER OF COMMERCE
P. O. BOX 25001 FARMINGTON, NY 14425
INCORPORATE JULY 15, 1963
DOS ID #158533
Article 3, Section #2 Board of Directors
Articles 1,2,3,4,5,eliminate 7,new7,8,9,10 and eliminate 11
FARMINGTON CHAMBER OF COMMERCE
Farmington, NY 14425
BY-LAWS UPDATED AND APPROVED APRIL 2020
ARTICLE 1 – MISSION STATEMENT
The purpose for which the Corporation is to be formed are to foster trade and commerce and the interest of those having a common trade, business, financial or professional interest in the town of Farmington, NY.
ARTICLE 2 – MEMBERSHIP AND DUES
Any Individual or Business qualifies as herein, shall become a member of the Corporation.
Classes of Membership. There shall be 2 classes of membership. Each in good standing in the first two classes shall be entitled to one vote.
A. A commercial membership shall consist of persons or organizations having a commercial or other financial interests in the Town of Farmington.
B. Individual membership shall consist of farmers in the Town of Farmington and residents of the Town who are not in the commercial category.
Expulsion. If a member shall have been guilty of conduct which in the judgment of the Board of Directors warrants his expulsion from membership, he shall be advised of the charge in writing by the Secretary and shall be accorded an opportunity to present any explanation of defense he may wish to present to the Board of Directors. Thereafter, if the Board of Directors all so recommend, any member of the Corporation may be expelled for good cause shown by a majority vote of the Board of Directors at any regularly called monthly meeting. This section shall not apply to members whose membership is terminated for non-payment of dues, Section 7 of this Article.
Resignations. Any member not being in arrears to the Corporation may resign upon filing with the Secretary a written notice of his intention. The Corporation shall cease upon the termination of his membership by resignation. There will be no refund of dues upon termination of membership.
Dues. Annual dues for membership in the Corporation shall be payable within 90 days of the annual billing. Dues are as follows:
- COMMERCIAL membership $60.00
- RESIDENTIAL membership $25.00
The dues may be changed from time to time by the Board of Directors.
Arrears. Whenever the membership dues of any member of the Corporation remain unpaid for a period in excess of three months, a notification shall be sent to the delinquent member. If said dues remain unpaid for a period in excess of four months, the delinquent member shall, automatically, be considered not in good standing, and shall be so notified. If the amount due shall not be paid within thirty days after the delinquency notice, the name of the delinquent member shall be removed.
ARTICLE 3 – BOARD OF DIRECTORS
The management of the Corporation shall be vested in a Board of Directors which shall be composed of nine elected members. The Board of Directors shall have full power and authority to promote the mission statement for which the Corporation is organized. The Board of Directors shall enact such rules as may be deemed expedient for the government of the Corporation, no inconsistent with law or these by-laws. All book, records and papers of the Corporation shall be open at all times for inspection of the Board of Directors. The Board shall cause the financial books and papers of the Corporation to be audited by a finance committee, designated by the Board of Directors, at least once a year. At the next meeting preceding the beginning of the fiscal year, the Board of Directors shall choose the elective officers of the Corporation. The Board shall adopt a financial budget to control the operation of the Corporation for the current year.
The terms of the members of the Board of Directors shall be for 3 (three) years, beginning on the first day of the fiscal year following their election and they shall serve until successors have been elected.
In the inaugural year, three (3) members shall server only 1 (one) year; three (3) members shall only serve 2 (two) years; and three (3) members shall serve the full 3 (three) years.
The elective officers shall continue as member of the Board of Directors throughout the terms of their offices. In case of death, resignation or disability of any elected Director, the Board of Directors shall have the power to fill the vacancy for the unexpired term.
Any directorship will be considered vacant when any Director fails to attend 3 (three) consecutive Board meetings. In the event a Director is unable or cannot attend a monthly meeting of the Board of Directors, regardless of cause, the Secretary will then report the third absence to the President who shall then order the Secretary to issue and forward a termination letter to the Director. Adopted: March 27, 1989
The Board of Directors shall hold regular meetings during each fiscal year, the times and places for such meetings to be determined by the Board of Directors. Special meetings shall be held at the call of the President. Five members of the Board of Directors shall constitute a quorum.
The fiscal year of the Corporation shall start January 1 (calendar year) unless otherwise directed by the Board of Directors.
ARTICLE 4 – OFFICERS
The elective officers of the Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors.
The elective officers shall be elected at the meeting of the Board of Directors first meeting of fiscal year and shall hold offices for the term of one year or until their successors shall have been elected and qualified. The official terms of all elective officers shall begin upon election to office. In the case of death, resignation or disability of any elective officer, the Board of Directors shall have power to fill the vacancy for the unexpired term.
ARTICLE 5 – DUTIES OF OFFICERS
President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors and of the Corporation. They shall, at the annual meeting of the Corporation and at such other times as he may deem proper, communicate to the members of the Corporation or the Board of Directors such matters and make such suggestions as may, in their opinion, tend to promote the prosperity and welfare and increase the usefulness of the Corporation. He shall also perform such other duties as are necessarily incident to the office of the President of the Corporation.
Vice-President. In the absence of the President, the Vice-President shall have all the powers and perform all the duties of the President; and in the absence of the President and Vice-President, the Board of Directors may designate one of its members President pro-temp-ore.
Secretary. The Secretary shall keep regularly entered in proper books of record true and accurate minutes of all votes, acts and proceedings of the Corporation, maintain a log of passwords and logins to electronic media and these electronic medias will be separate from their own personal accounts and the Board of Directors. They shall issue all notices that may be necessary and they shall carry on any other correspondence which shall be required. They shall keep a proper record of such correspondence and they shall keep a complete list of names and addresses of all members of the Corporation.
Treasurer. The Treasurer shall have supervision over the custody, safekeeping and disposition of all money, securities and other property of the Corporation. They shall receive all monies of all money, securities and other property of the Corporation. They shall receive all monies paid to the Corporation and he shall be empowered to make all dispersals. The President and Vice-President shall be empowered to make dispersals in the absence of the Treasurer. The Treasurer shall keep accurate records of all financial transactions. They shall be responsible for preparing a financial statement to be presented at each meeting of the Corporation.
ARTICLE 6 – COMMITTEES
A nomination Committee, to be composed of three members of the Corporation appointed by the President, shall be formed in sufficient time to select a list of candidates for election to the Board of Directors at the annual meeting of the Corporation.
There shall be such standing or special committees as may be authorized by the Board of Directors from time to time. Such committees shall be composed of members of the Corporation, or other persons whom the Board of Directors may approve, to be appointed by the President to serve until the end of the fiscal year or until such time as the functions of the committee have been terminated or completed. The jurisdiction, powers, duties and responsibilities of such committee shall be defined by the Board of Directors. No such committee shall have the power to act for the Corporation, but it shall submit resolutions or recommendations to the Board of Directors for action. Any committee of the Corporation may be discontinued upon recommendation of the President with the approval of the Board of Directors.
ARTICLE 7 – NOMINATIONS AND ELECTIONS
Nominations. The Nomination Committee shall submit to the President, a list of candidates for the Board of Directors. This slate shall accompany the notice of the annual meeting. Further nominations may be made from the floor by members of the Corporation in good standing at the time of the election of officers.
Elections. Elections will be held of all members present at the annual meeting. Those receiving the largest number of votes, not to exceed 9 members will be considered elected to the Board of Directors. In case of a tie, a second ballot will be taken to include only the candidates involved. The second ballot may be by voice vote at the discretion of the President.
ARTICLE 8 – MEETINGS
Annual Meeting. The annual meeting of the Corporation shall be held in the month of November each year, on a day appointed by the Board of Directors. Notice of the time and place of the meeting shall be sent to each member of the Corporation at least ten days prior to the meeting. The election of members of the Board of Directors shall be held at this meeting.
Special Meetings. A special meeting of the Corporation may be called at any time by the President if he deems it advisable for the proper function of the Corporation.
Robert’s Rules of Order shall govern all meetings.
ARTICLE 9 – LIABILITY
No officer, committee or member of the Corporation or other person shall contract or incur any debt on behalf of the Corporation or in any way render it liable, unless authorized by the Board of Director in writing.
ARTICLE 10 – AMENDMENTS
Amendments to these by-laws must first be approved by the Board of Directors at a regularly called meeting. Following the approval by the Board of Directors, the amendment or amendments must be ratified by a majority vote of the members of the Corporation acting at a regularly called meeting. The amendment or amendments shall be set forth in full, either in the written call for the meeting or on the ballot.