Newport Area Chamber Of Commerce
By Laws

BYLAWS OF NEWPORT AREA CHAMBER OF COMMERCE
ARTICLE I
Name
The name of this corporation shall be Newport Area Chamber of Commerce.
ARTICLE II
Purpose
To promote the growth and prosperity of the area served by Newport, New Hampshire, to promote its general welfare, and to foster its commerce and trade; to do all acts incidental, necessary, or desirable to further such purposes; and, to exercise all general powers conferred by law on voluntary corporations.

ARTICLE III
Membership
Section 1: Any person, business firm or corporation subscribing to the purpose of this organization may become a member upon compliance with such rules as may be promulgated by the Board of Directors.
Section 2: Any member may be suspended or expelled by majority vote of the Board of Directors, provided that such member has been given at least fifteen (15) days notice that such action is being considered.  Any member given such notice may ask for and will be given a hearing before the Board of Directors at the meeting when their suspension or expulsion is to be considered.




ARTICLE IV
Meetings of Members
Section 1: The annual meeting shall be held on the first Thursday of each February unless postponed to a later date by the Board of Directors.
Section 2: Regular meetings shall be scheduled several times a year by the Board of Directors.
Section 3: Special meetings may be called by the President, and must be called by the President upon written request of 25% of the association membership or a majority of the Board of Directors.
Section 4: Notice of meeting, defining the time and place of said meeting, either annual, regular or special, shall be given in writing to each member in good standing not less than ten days prior to the date of the meeting.
Section 5: A quorum at any membership meeting shall consist of at least 15% of the members in good standing.
Section 6: Only members whose dues are not in arrears for more than three months shall be considered in good standing.

ARTICLE V
Board of Directors
Section 1: There will be not less than fifteen (15) nor more than nineteen (19) Directors, excluding Town Manager,  elected by a majority vote of those members in attendance at each annual meeting.
Section 2: The term of office of each Director will be three years.  Each year, one-third (1/3) of the total number of Directors will be elected.  Directors may be elected to succeed themselves.
Section 3: Vacancies occurring between annual meetings shall be filled by a majority vote of a quorum of the Board of Directors, as needed.  A majority of the members of the Board of Directors shall constitute a quorum.
Section 4: The powers of the Board of Directors shall be to determine general policies of the Association within the purpose and scope of its Bylaws, to approve all financial budgets of officers of committees, and to exercise other duties and powers specifically defined in the Bylaws. The Board of Directors may remove committee members or officers appointed by the Board.
Section 5: The Board of Directors may remove, by a majority vote of a quorum of the Board, any Director not in attendance of four (4) or more consecutive Board of Directors meetings, or for other good cause.




ARTICLE VI
Officers
Section 1: The officers of the Association shall be a President, two Vice Presidents, a Recording Secretary and a Treasurer to be elected by a majority vote at the annual meeting.  Only Directors shall be eligible to be elected as officers, including those Directors elected at that annual meeting.  The Board of Directors may also appoint an Executive Director, Recording Secretary, and such other employees as it deems necessary and set their compensation.
Section 2: The term of office for both elected and appointed officers shall be from the date which they were elected or appointed, until the end of the next annual meeting.
Section 3: In the event the President fails to complete his or her term of office, the first Vice President becomes the President.  In the event the first Vice President becomes President, or fails to complete his or her term of office, the second Vice President becomes first Vice President.  In the event of a vacancy in the office of second Vice President , Secretary or Treasurer, the Board of Directors shall, by a majority vote, elect from the Directors then in office, their replacements, who shall hold office until the end of the next annual meeting.
Section 4: The duties of the President shall be to preside at meetings of the membership, to discharge all duties imposed by these Bylaws or which have been to him or her from time to time by the Board of Directors.
Section 5: The duties of the Vice Presidents shall be to assume duties of the President in his or her absence (the first Vice President first and the second Vice President second) and to assume duties assigned from time to time by the Board of Directors.
Section 6: The duties of the Secretary and Treasurer shall be to keep the official records of the corporation, manage the financial affairs of the corporation, maintain financial records, and to discharge all duties assigned by the Board of Directors.
Section 7: The Executive Director, if one is appointed, shall be responsible to manage all of the business of the corporation in accordance with these Bylaws and the policies established by the Board of Directors, and shall perform the specific duties established by the Board of Directors.
Section 8: The duties of the Recording Secretary, if appointed, shall be to attend all general and Board meetings to keep records of such meetings in sufficient detail to meet the requirements of the Officers and Directors.




ARTICLE VII
Committees
Section 1: All committees, whether standing or special, shall be appointed by the President with the approval, by a majority vote, of the Board of Directors.
Section 2: The President shall, not later than the second meeting of the Board of Directors after each annual meeting appoint the following standing committees:
Membership Committee: This committee shall be responsible for conducting an annual membership drive, soliciting new members, and maintaining a current list of members.
Finance Committee: This committee shall be responsible for preparing, not later than the fourth meeting of the Board of Directors after each annual meeting, a proposed budget for the ensuing year; recommending a dues structure to the Board of Directors; collecting dues; organizing fundraising events as approved by the Board of Directors; and monitoring the financial affairs of the corporation.
Nominating Committee: This committee shall include a past president, if one is willing to serve, one director who is not an officer, one member of the Chamber who is not a director, and such other members as the President may select and the Board of Directors may approve.  This committee shall, not later than the first Director’s meeting held in January of each year, nominate a slate of officers and directors for the coming year and submit their nominations to the Board of Directors for approval.  In the event the Board of Directors does not approve the slate submitted by the Nominating Committee, and the Board of Directors and Nominating Committee are unable to resolve their differences by mutual agreement, both may submit their slate of officers and directors to the members at the annual meeting.
Section 3: The President may appoint such special committees as he or she deems appropriate with approval of the Board of Directors.  When appointing a special committee, the President shall cause to be recorded in the minutes of the Directors’ meeting in which the special committee is approved, a statement of the responsibilities of the special committee.




ARTICLE VIII
Dues
The formula for determining annual dues shall be set by the Board of Directors at is first meeting in October  of each year.  Unless provided otherwise by the Board of Directors, dues shall be billed annually and shall by payable upon receipt of the bill. Yearly membership ends on the date of the Annual meeting.  If not current on that date, the member shall be removed from the roster.

ARTICLE IX
Amendments
These Bylaws may be amended at any meeting of the membership provided that the proposed amendment shall be set forth in full in the written notice of the meeting, and shall be approved at such meeting by two-thirds (2/3) of the votes of the members present and entitled to vote.  Said notice to be given two weeks in advance.




ARTICLE X
Effective Date
The original Bylaws were effective May 8, 1964, and have been amended effective January 22, 1976, November 2, 1985, and February  9, 2017.