BYLAWS OF THE WAKEFIELD LYNNFIELD CHAMBER OF COMMERCE, INC.
Article I Name and Seal
The name of the Corporation is “Wakefield Lynnfield Chamber of Commerce, Inc.” The Corporation shall have a corporate seal bearing the name and such other device or inscription as the Board of Directors may determine. The geographic area embraced by this Corporation in its service program and development activities are the municipalities of Wakefield and Lynnfield and the surrounding area.
Article II Purpose
The purpose of the Corporation shall be to organize, inspire, guide and conserve the voluntary resources of the business and professional members of the community, including tourism and industry, to their most effective use in developing the full economic potential of the Wakefield and Lynnfield area as a foundation for a full and rewarding life for all of our citizens both present and future.
Article III Membership
Section 1. Membership
All persons, firms, organizations and corporations, resident in or doing business in the municipalities of Wakefield and Lynnfield and the surrounding area and who are interested in the industrial, commercial or economic wellbeing of said area, and/or tourism therein, shall be eligible for membership and, upon acceptance of their membership applications as set forth below, shall be known as members of the Corporation.
Section 2. Applications
All applications for membership shall be signed by the applicant and shall be accompanied by full payment of the annual membership dues prescribed. Applications shall be referred to the Executive Committee for action, but no rejection shall be final until approved by vote of the Directors. The Directors, by a majority vote, may from time to time establish and regulate membership fees.
Section 3. Dues
Membership dues shall be payable annually, in advance, on a calendar year basis, in an amount to be determined from time to time by the Board of Directors.
Section 4. Removal
Any member may be expelled for cause after hearing by an affirmative two‐thirds of the Board of Directors.
Section 5. Delinquency
Failure to pay dues for sixty (60) days from the stated due date will result in cancellation of membership, subject to the discretion of the Board of Directors.
Section 6. Transfer
Memberships may be transferred by a two‐thirds vote of the Board of Directors.
Section 7. Reinstatement
Members may be reinstated by a two‐thirds vote of the Board of Directors.
Article IV Meetings of the Corporation
Section 1. Fiscal year and Annual Meeting
The fiscal year of the Corporation shall be the calendar year (i.e., from January 1through December 31). There shall be at least one Annual Meeting of the Corporation held during the month of June each year, and such special meetings as may be called by the President or by the Vice President upon petition in writing by twenty (20) members, or by five (5) Directors.
Section 2. Quorum
At meetings of the Corporation, fifteen (15) members shall constitute a quorum.
Section 3. Proxy Voting
Any member of the Corporation may vote by proxy at any meeting of the Corporation, provided that such proxy vote has been delivered to the Executive Director or any officer by hand, regular mail or email at least twenty‐four (24) hours before such meeting.
Section 4. Notice of Meetings
Notice of the Annual Meeting shall be given by hand, regular mail or email to all members at least one week in advance of said meeting. Notice of all special meetings shall be given by hand, regular mail or email to all members at least three days before said meeting;. All meeting notices shall be given by the Executive Director or any officer.
Section 5. Voting Eligibility
Each member in good standing of the Corporation, including any individual, firm, partnership, corporation or other organization, shall be entitled to one (1) vote at the Annual Meeting or any special meeting of the Corporation.
Article V Directors
Section 1. Board of Directors
The policies and affairs of the Corporation shall be governed by a Board of Directors consisting of no more than twenty-five (25) members. The President shall be Chairman of the Board.
Directors shall be elected for terms of three (3) years each, except that the terms of newly elected Directors may be set for one (1), two (2) or three (3) years, at the discretion of the Board, with the aim that the terms of all of the Directors be staggered and the same number of Directors be elected or re-elected each year. Any Director or officer who fails to comply with these Bylaws or who fails to act in good faith to support the values of the Corporation may be removed for cause by the President upon a majority vote of those in attendance at a meeting of the Board of Directors. Any Director who is absent from three consecutive meetings (or from any four meetings in the twelve- (12-) month period following the Corporation’s Annual Meeting) and who has failed to give the Executive Director or President advance notice of his or her reasonable cause for missing such meetings shall be deemed to have resigned from the Board of Directors, which constructive resignation may be rejected by a majority vote of those in attendance at a meeting of the Board of Directors.
The Directors shall have all the powers vested in a Board of Directors of a business corporation. The Directors shall have power to fill all vacancies on the Board, whether due to resignation, removal for cause, absenteeism or other justifiable reason. A Director appointed by the Board shall serve under such appointment until the next annual meeting or election of officers, at which time such appointee may be nominated for a specified term.
At Directors’ meetings, eleven (11) Directors, who may include officers, shall constitute a quorum.
Section 2. Nominations
The President shall appoint a Nominating Committee of at least three (3) Directors who shall meet prior to the April meeting, selecting candidates in sufficient numbers to fill vacancies on the Board and among the officers which will occur for the ensuing year. This committee shall present its report to the Directors at the April meeting of the Board.
All candidates selected for nomination to office or for Board membership shall be members in good standing with the Corporation, or representatives of entities which are members in good standing.
Notification of the selection for nomination to office or Board membership shall be sent to all members of the Corporation at least fourteen (14) days prior to the date fixed for the Annual Meeting, together with advice that additional candidates may be nominated by written nomination signed by not less than ten (10) members of the Corporation and to be filed with the Executive Director not less than five (5) days prior to the date fixed for the Annual Meeting. Directors shall be elected at the Annual Meeting of the Corporation by majority vote of those members present and voting and those voting by proxy.
Section 3. Meetings
The Board of Directors shall hold a regular meeting each month. Special meetings may be called at any time by the President, or by the Vice President at the request of five (5) Directors. A meeting of the Directors shall be held on the date of the Annual Meeting of the Corporation, or within thirty (30) days thereafter, for the purpose of electing new officers for the ensuing term.
Section 4. Notice of Meetings
Notice of all regular and special meetings of the Board of Directors shall be given by the Executive Director or President, by hand, regular mail, email, or by telephone, to each Director at least forty‐eight (48) hours before the time fixed for the meeting.
Article VI Officers
Section 1. Officers
The officers of the Corporation shall be a President, a First Vice President and a Treasurer and may also include a Second Vice President and a Secretary. It is in the discretion of the Board of Directors to elect co‐officers of the Corporation. References herein to any officer shall be deemed to include co-officers, and each co-officer shall have all of the powers and bear all of the responsibilities of his or her office. No officer shall receive compensation for his or her services as an officer.
Section 2. Qualification and Selection
All elected officers shall be members in good standing of the Corporation, or representatives of entities which are members in good standing, and shall be chosen by the Board of Directors from their number, at their meeting immediately following the Annual Meeting of the Corporation.
Section 3. Replacement
In the case of vacancy or temporary absence of an officer, the Directors may fill the vacancy.
Section 4. Term of Office
The term of office of each officer of the Corporation will be for one year or until his or her successor is duly elected and qualified, whichever comes later. An officer may be elected to succeed himself/herself except as voted by the Board, for one term only, with the exception of the Treasurer, who may continue in his/her office indefinitely, as determined by the Board of Directors.
Article VII Duties of Officers and Executive Director
Section 1. President
The President shall preside at all meetings of the Corporation, the Board of Directors, and the Executive Committee, and shall perform all duties commonly incident to that office, and shall perform such other duties and have such other powers as the Board of Directors may designate.
Section 2. Vice President
The Vice Presidents shall have such powers and perform such duties as are commonly incident to their office, or as may be assigned to them by the Board of Directors. In the absence of the President, the most senior Vice President shall perform such duties.
Section 3. Treasurer
The Treasurer shall have custody of all the monies, obligations, contracts and legal papers belonging to the Corporation and of its corporate seal. The Treasurer shall collect all monies due and owing to the Corporation and disburse the same pursuant to the vote of the Executive Committee. The Treasurer shall sign, endorse and accept for and in the name of the Corporation all drafts, checks, etc. All disbursements shall be made by the Treasurer by checks signed by him or her or by the President, or by the Executive Director with the approval of the Treasurer. The Treasurer shall present an account of the financial affairs of the Corporation to the Directors when requested and shall present an annual account at the Annual Meeting of the Corporation. The Treasurer shall perform such other duties as may be assigned by the Board of Directors.
Section 4. Executive Director
There may be an Executive Director who shall be appointed by a majority vote of the Board of Directors. He or she shall be responsible for bringing to the attention of the Board such matters as may further the purpose of the Corporation. The Executive Director shall supervise and be responsible for the keeping of accurate books, records, correspondence and minutes of the Corporation’s proceedings and shall be wholly responsible for the materials and facilities necessary to these ends. The Executive Director shall not be considered an officer of the Corporation and may receive compensation from the Corporation for his or her services.
Section 5. Removal of Officers/Executive Director
Any officers may be removed for cause by a two‐thirds vote of the Board of Directors. The Executive Director shall be an at-will employee whose employment may be terminated at any time for any reason or no reason by a majority vote of the Board of Directors.
Section 6. Oath of Office
All officers shall be sworn to the faithful discharge of their respective duties.
Article VIII Executive Committee
Section 1. Composition and Selection
The Executive Committee shall consist of (a) the current officers and (b) any former President who is also a member in good standing of the Corporation, or who is a representative of an entity which is a member in good standing, provided that the term of such a former President shall equal the greater of (i) three years or (ii) so long as the immediate successor President (or any immediate successor Co-President) remains in office as such.
Section 2. Quorum and Function
A majority of the members shall constitute a quorum at all meetings of the Executive Committee. The Executive Committee shall conduct all of the business of the Corporation between meetings of the Board of Directors, and shall direct the administrative work of the Corporation, but shall be subject at all times to the direction of the Board of Directors.
Section 3. Meetings
Meetings of the Executive Committee shall be held at such times and places as may be fixed by the President, upon such notice as the President deems appropriate.
Article IX Resignations
Any officer, Director, member of the Corporation or member of the Executive Committee may resign at any time by delivering written notice thereof in writing to the President, provided that in the case of the resignation of the President, such notice shall be delivered to the First Vice President.
Article X Committees
Section 1. Appointments
All committee chairmen and members shall be appointed by the President.
Section 2. Authority
Committees are to be given specific job assignments which shall have been recommended by the Executive Committee and approved by the Board of Directors. They are to cause to be performed such research as may bear on their job assignment, study and recommend a course of action to implement their task, for the approval of the Directors, and cause to be implemented under their general supervision the course of action so approved. They will make at least annual reports as to the progress of their assignment and such other reports as may be requested by the Executive Committee or the Directors.
Section 3. Restrictions
Committees may not commit the Corporation to the expenditure of funds, the advocacy of any positions of policy nor the doing of any activity without the authorization of the Board of Directors.
Article XI Amendments
These Bylaws may be altered, amended or repealed at any meeting of the Corporation by a two‐thirds vote of those members of the Corporation present and those voting by proxy, provided notice of such alteration, amendment or repeal has been given by hand, regular mail or email to each member at least seven (7) days prior to the meeting at which such alteration, amendment or repeal is to be considered.