(As amended June 2019)

Article 1 – Name and Object

Section 1. The name of this organization shall be the Greene County Chamber of Commerce, effective July 1, 2017, having been changed from the Waynesburg Area Chamber of Commerce.

Section 2. The Greene County Chamber of Commerce is organized for the purpose of promoting the civic, commercial, industrial development and tourism of Greene County and its trade area.

Section 3. The Chamber shall be nonpartisan, nonprofit, and nonsectarian and shall take no part in, or lend its support to, the election or appointment of any candidate for public office.

Section 4. The service area of the Greene County Chamber of Commerce will be the County of Greene.  Businesses outside of this area who have a vested business interest in this area may also become a member.

Article 2 – Membership

Section 1. Any reputable person, association, corporation, partnership, or estate shall be eligible for membership in the Greene County Chamber of Commerce.  Membership shall be divided into two classes: active and honorary.

A.Active membership shall be defined as any dues paying member.

B. Honorary membership may be granted by a two-thirds vote of members of the Board of Directors of the Greene County Chamber of Commerce.  The criteria to be considered include without limitation, distinction and dedication to the welfare of the community.  Distinguished Service Award winners will automatically be given a lifetime, honorary membership in the Chamber of Commerce.

Application for membership shall be in writing, on forms provided for the purpose along with payment of dues. The Board of Directors have the right to terminate any membership by a two-thirds vote.

Section 2. Membership in the Chamber does not imply endorsement of member business.  

Section 3. Membership dues shall be at such rate or rates, schedule or formula as may be from time to time recommended by the Board of Directors. Dues shall be payable annually in advance.

Section 4. Any person, firm, association or corporation may acquire more than one membership by paying the annual dues of each membership and may designate an individual to represent each such membership.  

Section 5. Any person, firm, association or corporation holding more than one membership shall be entitled to cast one vote per paid membership. 

Section 6. Any person, firm, association or corporation holding more memberships shall have the right at any time to change one or all of its representatives upon written notice to the Chamber.

Section 7. The Board of Directors may expel a member for cause.  Such member shall have the right of a hearing before the Board of Directors at a special meeting upon proper written notice.  Three-fourths vote of the Directors present shall be necessary to expel the member.  An expelled member shall have the right to appeal to the Chamber upon written request.  Three-fourths vote of the members present shall be necessary to approve the recommendation for expulsion by the Board of Directors.

Section 8. Upon payment of dues, a new member will be issued a membership plaque.  This membership plaque is the sole property of the Greene County Chamber of Commerce and shall be returned upon cessation of membership.

Article 3 – Board of Directors

Section 1. The government of the Chamber and the direction of its work shall be vested in a Board of Directors consisting of fifteen members, one-third of whom shall be elected annually in May to serve a three-year term.  Each Board member may be elected to serve a consecutive three year term.  No member of the Board of Directors who has served two consecutive three-year terms shall be eligible for re-election until after a lapse of one year.  The directors shall have the power to fill all vacancies on the Board based on the results of the previous year‘s election.  If less than fifty percent of the un-expired term remains, such appointed member would be eligible for re-election to another three-year term.  The Board may adopt rules for conducting the business of the Chamber.  They shall meet at least six times a year, at such time and place as will be determined by them.  Special meetings may be called as necessary.

Section 2. A Nominating Committee will consist of the five outgoing board members,  whose duty is to nominate no less than ten members to fill the five vacant positions.  The Nominating Committee shall file a list of the nominees with the Executive Director at the April Board of Directors Meeting. Other nominations may be made by any member by filing the name with the Executive Director for submission and review by the Nominating Committee. 

Section 4. All members of the Chamber will receive an electronic ballot prior to the election addressed to main contact of record for each member. 

Section 5. The number of nominees, corresponding with the number of vacancies to be filled, who receive the highest number of votes, shall be declared elected. In the event of a tie vote, a run-off will be held at the May General Membership Luncheon.

Article 4 – Officers

Section 1. The five outgoing Board of Director members will make up the Nominating Committee.  At the April Board of Directors meeting, they will present a slate of potential officer candidates consisting of members who have been off of the board no less than one year.

Section 2. The June Board of Directors meeting shall be the re-organizational meeting.  Current and incoming board members shall be present.  At this time, the Board shall elect the following officers from the ten remaining members and the five incoming members; a president, a vice-president, a secretary, a treasurer, and an at-large member.  The officers shall begin their respective duties on July 1.  Any officer, other than the president, who cannot fulfill their duties will be replaced by a 2/3 vote of the members of the board.  The vice-president will automatically fill the president’s office in the event the president is unable to complete their term. The office of president may not be filled by a first-year, first-term, board member.  The five out-going board members will not have a vote.

Section 3. Nominations for officer and at-large positions will be solicited after the election at the May Luncheon by email.  The director will approach each nominee prior to the June election to determine their acceptance of the nomination.  A separate ballot will be prepared for each position.  Voting will begin with the office of president.  Should the winner of that election appear on a subsequent ballot, their name will be removed.  This process will follow this order:  president, vice-president, treasurer, secretary and at-large member.

Section 4. The president shall preside at all meetings of the Chamber and the Board of Directors and perform all duties incident to this office.  The president shall be an ex-officio member of all committees.

Section 5. The vice-president shall assist the president as requested and shall act in the absence of the president.  In the absence of both the president and vice-president, a member of the Board of Directors shall be chosen to act temporarily.

Section 6. The secretary shall present the monthly secretary’s report at each regular meeting of the Board. In the absence of the executive director, the secretary shall be responsible for recording the proceedings of the Board.

Section 7. The treasurer shall present a financial report at each regular meeting of the Board of Directors consisting of and asset report, budget analysis and list of checks written along with any other pertinent data.

Section 8. If the president is unavailable, the vice-president shall have the power to make decisions that need immediate attention.  If both of the above are unavailable, the chain of command is as follows; 1-secretary, 2-treasurer, 3-immediate past president, 4-senior board members.

Section 9. The immediate past president, if not elected as an incoming officer, shall be a member of the board and hold an officer position as “ex-officio” for a term of one year.  This year as an ex-officio board member can count as the waiting year should this individual’s term on the board be expired.

Article 5 – Executive Director

Section 1. The Board of Directors shall have the power to hire an Executive Director and any other employees who shall perform such duties as may be delegated by the board, officers and committee chairpersons.  The Executive Director shall be bonded in such amount as the board of directors may deem necessary, the cost to be paid by the chamber.  

Section 2. The Executive Director shall maintain an accurate record of the proceedings of all meetings of the chamber and the Board of Directors, conduct official correspondence, preserve communications, documents and books, and keep books of account.  The Executive Director shall be an ex-officio member of all committees and is eligible to chair any committee as necessary.

Section 3. The Board of Directors shall have the power to regulate salary, benefits and working hours for the Executive Director.  The immediate supervisor of the Executive Director shall be the president of the Board of Directors.  The Executive Director will have the power to run the day to day operations of the chamber office and supervise all employees so long as such operations do not conflict with the objectives of the Chamber.  An evaluation of the Executive Director shall be performed by the Executive Committee annually. 

Section 4. The Executive Director is encouraged to continue professional development by membership in relevant associations and continuing education seminars and conferences.  Such development will be supported by budgetary line items as necessary.

Article 6 – Committees

Section 1. The Executive Committee shall consist of the current officers of the board of directors and the Executive Director, who shall be a non-voting member and  Such Executive Committee shall have and may exercise all powers of the Board of Directors deemed necessary between board meetings.  Action by the Executive Committee shall be by a majority vote.

Section 2. All committees and planning teams authorized and appointed under this article, except the Executive Committee, shall be authorized to take any action necessary to fulfill the purpose of their respective committee, providing it does not conflict with the objectives of the chamber of commerce.

Section 3. The Board of Directors shall have the power to authorize from time to time such divisions or bureaus of the chamber of commerce as may be deemed necessary.

Section 4. The Long Range Planning Committee shall consist of the current year and previous year Executive Committee.  Each member shall serve a two year term on this committee regardless of Board terms.

Article 7 – Membership Meetings

Section 1. A general membership meeting shall be held per notification to members in the monthly newsletter.  The general membership meeting will be open to all members and guests. The president shall call a special membership meeting upon petition signed by not less than ten members within ten days of receipt of petition.  Membership will be notified in writing, two weeks in advance of the meeting date, location and topic of discussion.

Section 2. Five percent of the members of the chamber present at a general membership meeting shall constitute a quorum at any membership meeting.

Section 3. A two-thirds vote of the members present at any general membership meeting shall be necessary to veto any action taken by the Board of Directors.

Article 8 – Finances

Section 1. The fiscal year shall be from January 1 to December 31 of any calendar year.  The chamber shall use its funds only to accomplish the objects and purpose specified in these by-laws and the mission statement and no part of said funds shall inure, or be distributed, to the members of the chamber. 

Section 2. The Executive Director shall compile a budget of estimated expenses for the coming year and submit it to the Board of Directors for approval.

Section 3. The Executive Director is authorized to make disbursements on accounts and expenses provided in the budget.  Unexpected disbursements may be made from  discretionary funds without approval up to $300 per month.  These funds will be supported by a line item in the budget.  All disbursements shall be made by check, which shall be signed by the Executive Director and any one of the five  officers. 

 Section 4. The accounts of the Chamber of Commerce shall be audited annually as of the close of business on December 31 by an internal audit team consisting of the incoming and outgoing Treasurer and any other volunteers.  The audit team will present it’s findings no later than sixty-days into the new year.   The audit shall be available at all times to the members of the organization within the offices of the chamber.

Section 5. The chamber will provide a Directors and Officers Liability Insurance policy annually to protect the Board of Directors, Officers and Executive Director.

Article 9 – Dissolution

Section 1. 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 10 – Parliamentary Procedure

Section 1. All questions of parliamentary procedure shall be determined according to the latest edition of “Roberts Rules of Order“.

Article 11 – Amendments

Section 1. A Committee of members shall be formed to review the current By-Laws at least bi-annually.

Section 2. Proposed changes to the By-Laws and Policies will be presented at a Board of Directors meeting and discussed again at the following board meeting prior to a final decision being made.  Notification of any changes must be provided to the membership in the monthly newsletter within 60 days of the changes being made.