By-Laws of the Mid-Maine Chamber of Commerce

ARTICLE 1
GENERAL

Section 1 NAME
This organization is incorporated under the laws of the State of Maine and shall be known as the Mid-Maine Chamber of Commerce, Inc.

Section 2 PURPOSES
Mid-Maine Chamber of Commerce is organized to achieve the objectives of:

1. Mid-Maine Chamber of Commerce is dedicated and committed to promoting, educating and
advocating for business prosperity and regional economic improvement.

2. Promoting business and community growth and development by: promoting economic programs designed to strengthen and expand the income potential of all business within the trade area; promoting programs of a civic, social and cultural nature that are designed to increase the functional and aesthetic values of the community; and discovering and correcting abuses that prevent the promotion of business expansion and community growth.

Section 3 AREA
The geographic area covered shall include, but not be limited to the following communities: Albion, Belgrade, Benton, Branch Mills, Burnham, China, Clinton, Fairfield, Hinckley, Oakland, Rome, Shawmut, Sidney, South China, Thorndike, Unity, Vassalboro, Waterville, Weeks Mills and Winslow.

Section 4 LIMITATION OF METHOD
The Mid-Maine Chamber of Commerce shall observe all local, state and federal laws that apply to a non-profit organization as defined in Section 501 (c) (6) of the Internal Revenue Code.

ARTICLE II
MEMBERSHIP

Section I ELIGIBILITY
A. Member: Any association, corporation, partnership, sole proprietorship, or estate that does business who is a resident in this geographic area and supports the purpose and objectives of the organization shall be eligible to apply for membership and shall be hereinafter referred to as a “member.” Individuals who have a proprietary interest in a corporation, partnership, sole proprietorship or association may join as individuals only if the organization they represent is first a member.

B. Associate Member: Any municipal organization, governmental subdivisions of the State, or individual who has no business association through which to join the organization and supports the purpose and objectives of the organization, shall be eligible to apply for associate membership, and shall hereinafter be referred to as an associate member.

C. Honorary Member: Honorary Members are past chairs of the board that are retired and no longer gainfully employed. An honorary membership is at no charge to the past chair.

Section 2 ELECTION
Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. By applying on line applicants are signing electronically. All applications shall be submitted to the Board of Directors with a recommendation. Election of members and associate members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member or associate member upon payment of the regularly scheduled dues as provided in Section 5 of Article II.

Section 3 TERMINATION (RESIGNATION, EXPULSION, AND DELINQUENCY)
a) Any member may resign from the Chamber upon written request to the Board of Directors; b) Any member shall be expelled by the Board of Directors by a two-thirds vote of those present for nonpayment of dues as determined by Chamber credit and collection policies for nonpayment of dues; c) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, after discussion, review and recommendation by the Executive Committee, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber.

Section 4 HONORARY MEMBERSHIP
Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote. Honorary membership shall automatically be disposed upon past chairs of the board of directors upon permanent retirement.

Section 5 DUES
Membership dues, including associate membership dues, shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually in advance, unless otherwise approved by the Board of Directors.

Section 6 VOTING
A. Member: In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one vote.
B. Associate Member: Associate members shall be non-voting members in any proceedings in which voting is permitted by members. Associate members shall not be a member of the Board of Directors, an officer or be Chair of any committee.
C. Honorary Members: An honorary member may not vote but can no longer chair a committee or serve on the board of directors.

Section 7 EXERCISE OF PRIVILEGES
Any member may designate any individual to exercise the privileges of membership and shall have the right to change its designee upon written notice.

Section 8 ORIENTATION
At regular intervals, orientation on the purpose and activities of this organization may be conducted for the following groups: officers and directors, committee chairs, new committee members, new members and associate members.

ARTICLE III
BOARD OF DIRECTORS

Section I COMPOSITION, TERM AND RESPONSIBILITY OF THE BOARD
The Board of Directors shall be composed of 20 elected members, one-third of whom shall be elected annually to serve for three (3) years, or until their successors are elected and have qualified, a representative from the Central Maine Growth Council, plus the most recent past chair for a total of 22 board members. Directors may serve no more than two consecutive terms unless they are either nominated and elected to an officer position or were elected to fill a vacancy on the Board of Directors pursuant to Article III, Section 3, in which even the Director may serve as a director for both the unexpired term so elected and an additional full term following the unexpired term.
Any director may resign from the Board of Directors upon written request to the Chair of the Board of Directors or among officers, and the vacated position shall be filled by the Board of Directors by a majority vote.

Section 2 SELECTION AND ELECTION OF DIRECTORS AND OFFICERS
A. Nominating Committee: The Executive Committee shall serve as the nominating committee. The process shall begin no later than August 1. The Chair of the Board shall serve as the Chair of the committee.
B. Nominations: The nominating committee shall submit a full slate of proposed directors and officers from the executive board to the Board by the October Board meeting.
C. Election of Directors: The Directors shall be elected by the general membership by ballot. A ballot, listing all nominees plus space for write-in candidates, shall be mailed to each Chamber member in good standing by November 15. Ballots returned by December 1 shall determine the elected directors. The number of nominees corresponding with the number of Directors to be elected who receive the highest number of the votes shall be declared elected and shall take office during the Annual Directors Meeting held between December 15 and 31.
D. Seating of New Director: All newly elected and appointed Board Members shall be seated at the January Board meeting and shall be participating members thereafter. A board member retiring from their job shall continue to serve until the end of their term.
E. Indemnification: The Chamber will provide for indemnification by the Chamber of any and all current or former officers, directors and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been officers, directors or employees of the Chamber, except in relation to matter which such individuals shall be judged in such action, suit or prodding to the liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
F. Election of Officers: The nomination committee shall submit a full slate of proposed officers from existing Board of Directors. Officers shall be elected by the directors at the Annual Directors’ Meeting by a majority vote. All officers shall serve for a term of one year or until their successors assumes the duties of the office, and they shall be a voting member of the Board of Directors. The Chair of the Board may serve consecutive terms, if so elected.
G. Suspension or Removal of Directors/Officers: Any director or officer may be suspended or removed by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, after discussion, review and recommendation by the Executive Committee, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber or for failing to fulfill their duties as a member of the Board or as an officer of the Chamber.

Section 3 ATTENDANCE AND VACANCIES, BOARD AND OFFICERS
Directors must support the purpose, goals, and objectives of the Mid-Maine Chamber of Commerce. Directors are expected to attend all regularly scheduled meetings of the Board of Directors. Failure to attend at least seven of such meetings in any calendar year can result in dismissal from the Board, at the discretion of a majority of the Executive Committee. Members who will be absent from the monthly meeting of the Board will so notify the Mid-Maine Chamber of Commerce president not later than the day prior to the meeting.
Each Director will serve on at least one committee. All members of the Board of Directors are reminded that each serve as a “membership committee of one” and, as such, are encouraged to sponsor new members and proudly make the benefit of membership known to others.
Every member of the Board of Directors will promote and strengthen the relationship between the Mid-Maine Chamber of Commerce and its members by maintaining communication with its members and responding to their needs.
All members of the Board of Directors are encouraged to participate in the various functions of the Mid-Maine Chamber of Commerce. These would include Business After Hours, Breakfast Forums, the Annual Awards Ceremony, ribbon cuttings and various fundraising activities. Attendance and participation at these functions will be tallied.

Section 4 POLICIES
The Board of Directors is responsible for establishing procedure, formulating and adopting policy, and directing finances of the Chamber. Policies and procedures, as maintained in the Policy Manual, must be reviewed and revised periodically, as necessary and must support the main goals and objectives of the Mid-Maine Chamber of Commerce.

Section 5 MANAGEMENT
The Board of Directors shall employ a Chief Executive Officer (and designate an appropriate title) and shall fix the salary and other considerations of employment.

ARTICLE IV
OFFICERS

Section 1 ELECTION AND TERMS OF OFFICERS
See Article III. Section 2. B. and 2. D.

Section 2 DUTIES OF OFFICERS
A. Chair: The Chair of the Board shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee.
B. Vice Chair: The duties of the Vice Chairs shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the Chair of the Board and Board of Directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
C. Treasurer: The 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 or invested in a manner approved by the Board of Directors. Checks are to be signed by the Treasurer or the Chief Executive Officer. The Treasurer shall be responsible to present a monthly financial report to the Board.
D. Chief Executive Officer: (title to be determined by Board). The Chief Executive Officer shall be the chief administrative officer. The Chief Executive Officer shall serve as secretary to the Board of Directors, and be responsible to present prepared notices, agendas, and minutes of meetings of the Board. The Chief Executive Officer shall serve as advisor to the Chair of the Board and shall carry out the duties specified by the Board of Directors. The Chief Executive Officer shall be a non-voting member of the Board of Directors, the Executive Committee and all committees. The Chief Executive Officer shall be responsible for hiring, discharging, directing, evaluating, and supervising all employees.
E. Director-at-large:

ARTICLE V
COMMITTEES

Section 1 EXECUTIVE COMMITTEE
There shall be an Executive Committee made up of the Chair of the Board, Vice-Chair, Second Vice Chair, Treasurer, Chief Executive Officer, Immediate Past Chair and one member of the Board of Directors (director-at-large), who shall be selected by the other members of the Executive Committee and elected by the full board of directors. The Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall also act as the nominating committee and serve as the budget and finance committee assisting the Chief Executive Officer with budgeting and other financial matters.

Section 2 STANDING COMMITTEES
There may be established Standing Committees as the Chair may see fit to appoint such as Executive Board, Marketing & Membership, Annual Awards Ceremony, Super Raffle, Golf Tournament, Taste of Waterville, KV Connect, Public Policy, Business to Business Showcase, Fishing (calling it Mid-Maine Tourism ) and Business Breakfast Series. The members of such Committees shall be comprised of no less than three members each, with the Chair of each being a director.

Section 3 AD HOC COMMITTEES
The Chair of the Board shall have the power to appoint and discharge ad hoc committees at any time and designate the Chair of such committees.

Section 4 AUTHORITY OF STANDING AND OTHER COMMITTEES
It shall be the function of the committee to carry on such activities as may be delegated to them by the Board. No action by any member, associate member, committee, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors.

ARTICLE VI
MEETINGS

Section 1 ANNUAL MEETING OF ORGANIZATION
The annual meeting of the organization shall be held on such a date and place as designated by the Board of Directors.

Section 2 SPECIAL MEETINGS OF ORGANIZATIONS
Special meetings of the organization may be called by the Board of Directors or on written request of 10 members in good standing. Notice of special meetings must be sent at least 7 days preceding said meeting date.

Section 3 QUORUM FOR ORGANIZATION MEETINGS
At annual and special meetings of the organization, 20 members shall constitute a quorum.

Section 4 REGULAR BOARD OF DIRECTORS’ MEETINGS
The Board of Directors shall meet regularly.

Section 5 SPECIAL BOARD OF DIRECTORS’ MEETINGS
A special meeting of the Board of Directors may be called at any time by the Chair of the Board or by three (3) Directors. The call of a special meeting shall be issued to each Director not later than twenty-four (24) hours preceding the meeting stating the purpose of the meeting.

Section 6 QUORUM FOR DIRECTORS’ MEETINGS
At all meetings, simple majority of the existing Board of Directors (one more than half) shall constitute a quorum.

Section 7 SPECIAL VOTING PROCEDURE
The Chair of the Board or Chief Executive Officer shall be permitted to call for a vote on any nature within the committee’s jurisdiction or, in the case of the Board of Directors, any measure approved by the Chair, where such vote shall be conducted electronically without requiring a meeting of the Board or committee.

For an electronic vote, members of the Board or relevant committee shall respond electronically within one week of the date of the call for a vote, or such lesser time as may be established within the call for a vote. For an electronic vote to be valid, a minimum of two-thirds (2/3) of the Board or relevant committee must respond electronically within the allotted time. If less than two-thirds (2/3) of the Board or relevant committee members respond electronically, the vote shall be deemed to have failed. If two-thirds (2/3) of the Board or relevant committee members respond electronically in favor and a majority of the total Board of relevant committee members vote in favor of the measure, the measure shall be deemed approved.

Section 8 PARLIAMENTARY PROCEDURE
All meetings of the Chamber of Commerce shall be conducted under Roberts Rules of Order.

ARTICLE VII
FINANCES

Section 1 FUNDS
All money paid to the Chamber shall be placed in a general operating fund unless otherwise designated by the Board of Directors.

Section 2 DISBURSEMENTS
Upon approval of the budget by the Board of Directors, the Chief Executive Officer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors.

Section 3 FISCAL YEAR
The fiscal year of the Chamber shall be the calendar year.

Section 4 BUDGET
The Executive Committee shall present the budget for the coming year to the Board of Directors for approval.
Section 5 ANNUAL FINANCIAL REVIEW
The accounts of the Chamber of Commerce shall be reviewed annually as of the close of business on December 31 by a public accountant. The review shall be available to members and associate members of the organization within the offices of the Chamber.

Section 6 BONDING (Directors’ Liability Insurance)
The Chief Executive Officer, Treasurer, and such other Officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and budgeted and paid for by the Chamber.

ARTICLE VIII
DISSOLUTION

Section 1 PROCEDURE
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these by-laws and no part of said funds shall inure, or be distributed, to the members or associate members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified economic development, charitable, educational, scientific or philanthropic organized and qualified economic development, charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in IRS Section 501(c)(3) or (c)(6).

ARTICLE IX
AMENDMENTS

Section 1 APPROVAL
The by-laws may be amended by an affirmative vote of two-thirds of the members of the Board of Directors at any duly called and constituted meeting of the Board of Directors.

Section 2 NOTICES
Any proposed amendment to the by-laws shall be submitted to the Board of Directors in writing by U.S. mail, e-mail or by delivery in person at least thirty (30) days in advance of that meeting at which said amendment is to be considered. The notice shall include the exact text of the proposed amendment, and the date, time and place of that meeting at which the amendments shall be considered.