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

By-Laws



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.

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 Charity Organizations

C. Honorary Members

(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.

D. Individuals that are community minded that wish to support the
Chamber objectives and events. Members will be “Friends of the Chamber”. No
Voting privileges at Chamber Functions, but will have voting
privileges for “Friends of the Chamber” which will operate as a 501 (c) 3 when
developed and finalized. This group will conduct meetings
outside of regular Chamber meetings

E. Young Professionals (Youth Member) Individuals/Students that are under
30 who wish to participate in Chamber functions. No Voting privileges at
Chamber Functions. Young Professional will work in conjunction with
the goals and objectives of the Chamber. The Young Professionals may
conduct meetings outside of regular Chamber meetings.

Section 3. Application

All applicants for membership shall be in writing on the form presented by the Pocomoke Area Chamber of Commerce, Inc., 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 no sooner than 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 also be paid on a quarterly basis, or by a payment schedule as agreed upon by the Chamber and the company or /individual. An administrative fee will apply to all quarterly
and payment schedule plans. An addendum to the dues structure will be added listing the
current fees, this structure is to be reviewed annually.

Dues Structure Procedure:

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

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

C. The Board of Directors and the Finance Committee will then present the
annual budget, with the membership rates and changes, for approval by
the General Membership.
(1. See Finance Committee – ARTICLE 6, Section 2, B.

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.

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, 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 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.

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 committee chairpersons, excluding
AD HOC committee, 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.

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. Two of the director positions shall expire in any one year.

D. Past Presidents will continue to be members of the Board for two (2) years after their
term expires with the privileges of voting and no assignments to committees.

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. Board proceeding shall be included in the annual report made to the general membership in December.

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 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. At the regular Board of Directors meeting in September of each year, the
President shall name a Nominating Committee and designate a past
president as its chairman. The Committee shall consist of four (4)
other members, one of whom shall be a Director whose term expires at least
one year after the anticipated election.

B. It shall be the duty of the Committee to select one (1) member, in good
standing, who has held membership for at least one year
immediately preceding the date of nomination, as nominee for each of the
offices of president, first vice president, second vice president and treasurer.
The Committee 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 Committee
may also be asked to nominate members in good standing for at least one
year immediately preceding the date of nomination for any term
vacancies. The Committee shall not name one of its members as a nominee.

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

D. The nominating Committee shall report to the Board of Directors at its
October meeting, the names of those nominated. The names of those
nominated will be included in the notice of the November General
Membership meeting.

E. At the November or December meeting, the Nomination Committee 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 immediately preceding this meeting. The nominated person
must express his/her willingness to serve.

F. Directors at Large who have been nominated as an officer may continue
to serve out their term as Director at Large if they are not so elected.

G. 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.

H. 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 six (6) meetings of the Board in any one (1) fiscal year as defined in the By-Laws, regardless of whether said six (6) meetings are excused or un-excused, shall automatically be dropped from membership on the Board, unless said Board member is confined by illness or a majority vote of the board voting at any meeting there shall sustain an appeal by the affected dropped 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.

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, first vice president,
second vice 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, Board of Directors
and the Executive Committee. He shall perform other duties normally
required of his office.

B. The President shall, with the advice and counsel of the Executive
Committee, determine all committees; select all chairmen; 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.

First 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 shall perform other duties permitted or as required by the Board of Directors. He will serve as Ex-Officio member of Committees as designated by the President.

Second Vice President

In case the First Vice President is required to assume the duties of the President, the Second Vice President will move up and assume the duties of First Vice President. He may also 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, Chairman of the Finance Committee, or the President. The Treasurer shall cause a monthly financial report to be made to the Board. He/She shall perform other duties normally required of the Treasurer or as required by the Board of Directors. The Treasurer shall be a member, but not the Chairman of the Finance Committee.

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 shall be: Membership, Finance, Executive, Economic Development, Tourism, Education (Youth), and such others as may be deemed necessary by the Board of Directors.

A. Executive Committee- The Executive Committee shall review all matters to be
brought before the Board of Directors and shall act for and on behalf of the
officers. The President will serve as Chairman. Quorum shall be three (3). The
Executive Committee shall be responsible for monitoring and reacting to
Legislative matters.

B. Finance Committee- The Finance Committee shall timely prepare a
budget of anticipated revenues and expenses for the ensuing year, which
it shall submit, to the Board of Directors for approval. The Board of
Directors may require, from time to time, the committee to prepare such
supplemental budgets, as it may deem necessary. The committee may be
called on for recommendations for financing the budget. The Treasurer
shall be a member of the committee. The budget is to be presented to the
Board in November for approval, and shall be presented to the
Membership at a General membership meeting in November or December.
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 –

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 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 shall be by check, debit or ACH.

Section 3. Fiscal Year
The fiscal year for the Chamber of Commerce shall be the calendar year, January 1stto December 31st.

Section 4. Budget

The Chamber shall operate on an annual budget to be prepared by the Finance Committee and adopted by 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 within the office of the Chamber. 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, and 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

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 and
Executive Committee meetings.

E. Perform any duties as assigned by the Board of Directors
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 need 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, Wages and Human Resource Information
A. The evaluations, wage structure, and 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
Finance Committee preparing the new year’s budget.

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 November 16, 2011
President’s Signature: William Hickman
First Vice President’s Signature : Jason Blair

Modification of By-Laws made on
October 17, 2011 by Denise Wagner, Executive Director
Accepted and Approved on November 16, 2011 by the General Membership