Pocomoke City Chamber of Commerce, Inc.
(DBA Pocomoke Area Chamber of Commerce)
PURPOSE, RESIDENT AGENT, AREA, AND ORGANIZATION
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.
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.”
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.
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
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 501 c (6) of the Internal Revenue
Any individual, association, corporation, partnership, proprietorship
or any other entity having any interest in the purposes of the
organization shall be eligible for membership.
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
D. Individuals that are community minded that wish to support
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
30 who wish to participate in Chamber functions. No Voting privileges
Chamber Functions. Young Professional will work in conjunction
the goals and objectives of the Chamber. The Young Professionals
conduct meetings outside of regular Chamber meetings.
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
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.
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.
A. The annual membership rates and categories will be listed and
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
recommendation to the Board of Directors.
C. The Board of Directors and the Finance Committee will then
annual budget, with the membership rates and changes, for approval
the General Membership.
(1. See Finance Committee – ARTICLE 6, Section 2, B.
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
7. Resignation, Suspension or Expulsion
A. Resignations from membership shall be written and shall become
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
thirds (2/3) vote of the Board of Directors present at any duly
called meeting. Such member has the right to appear before the
Directors and show cause why suspension or expulsion should not
C. Any member whose dues payment is thirty (30) days past due
furnished with notice of termination of membership, due to delinquency.
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.
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
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.
3. Meeting Quorum
Ten percent (10%) of the membership shall constitute a quorum
for general and special membership meetings.
4. Absentee and Proxy Votes
A. Written absentee ballots may be allowed on votes scheduled
meeting agenda; all such votes must be received by the close of
day prior to the meeting. The President shall determine the format
B. No proxy voting will be allowed.
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.
A. The Board of Directors shall consist of elected officers, immediate
(as defined in in section “D” hereinafter) and committee
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.
Executive Director is a non-voting member.
B. Each Director shall serve a term of three years, beginning
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
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
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.
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
upon receipt of a written request of a majority of the board members.
president may call a meeting provided that at least five (5) days
B. The notice for special meeting shall contain the time and place
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
President shall name a Nominating Committee and designate a past
president as its chairman. The Committee shall consist of four
other members, one of whom shall be a Director whose term expires
one year after the anticipated election.
B. It shall be the duty of the Committee to select one (1) member,
standing, who has held membership for at least one year
immediately preceding the date of nomination, as nominee for each
offices of president, first vice president, second vice president
The Committee shall also select as nominees two (2) members, in
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
year immediately preceding the date of nomination for any term
vacancies. The Committee shall not name one of its members as
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
October meeting, the names of those nominated. The names of those
nominated will be included in the notice of the November General
E. At the November or December meeting, the Nomination Committee
present the slate of nominees. At that time any member may nominate
other member in good standing, who has held membership for at
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
to serve out their term as Director at Large if they are not so
G. Election shall be held at the November or December General
meeting. The President will select the method of vote, either
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
at the General Membership meeting.
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.
At least 30% of the members of the Board of Directors shall constitute
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
transfer of office to the newly elected president, first vice
second vice president and treasurer. Officers shall serve for
a term of
one year effective January 1, or, until their successor(s) assume(s)
duties of the office. Officers and Directors at Large shall be
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
C. The treasurer shall be elected to a one-year term; and does
not have a
Section 2. Duties of Officers
A. Shall serve as the spokesperson of the Chamber of Commerce
shall preside at all meetings of the general membership, Board
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
the selection of committee personnel, all subject to the Board
approval. Standing committees shall be confirmed, or abolished
advice, counsel and approval of the Board of Directors.
C. The President may approve any contract that is under $500.00.
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.
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.
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.
Selection of membership and chairperson is provided for in Article
5, Section 2, President.
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
B. Finance Committee- The Finance Committee shall timely prepare
budget of anticipated revenues and expenses for the ensuing year,
it shall submit, to the Board of Directors for approval. The Board
Directors may require, from time to time, the committee to prepare
supplemental budgets, as it may deem necessary. The committee
called on for recommendations for financing the budget. The Treasurer
shall be a member of the committee. The budget is to be presented
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
of any kind, unless approved by the Board of Directors.
B. Actions having been approved by the Board of Directors may
communicated to civic and governmental agencies only as prescribed
4. Meetings –
The President or the Chairperson may call committee meetings at
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.
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.
3. Fiscal Year
The fiscal year for the Chamber of Commerce shall be the calendar
year, January 1stto December 31st.
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.
5. Annual Audit
The accounts of the Chamber shall be audited at least every 5
years. Audits can be
called for prior to the 5 year limit at the discretion of the
calendar year that an audit is not performed by an outside accounting
firm, an internal audit of the chamber’s financial accounts
shall be conducted by two or more chamber members who do not have
check signing capabilities with the Chamber of Commerce. This
audit review shall be submitted upon completion to the board of
directors of the Pocomoke Chamber of Commerce.
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.
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.
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
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
may be used for purchases of up to $200 per day for items need
the Chamber office and/or meeting/functions and/or supplies.
2. Voting Privilege
A. Voting privilege is granted only at the General Membership
3. Evaluations, Wages and Human Resource Information
A. The evaluations, wage structure, and other personnel categories
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.
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
of By-Laws made on
October 17, 2011 by Denise Wagner, Executive Director
Accepted and Approved on November 16, 2011 by the General Membership