(As amended March 2023)
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, and herein after referred to as Greene County Chamber of Commerce or Chamber in these By-Laws.
Article 2 – Mission
Section 1. The mission of the Greene County Chamber of Commerce is to provide services and programs that will increase the success of member businesses and organizations and enhance the economy and quality of life in Greene County and surrounding communities.
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.
Article 3 – Membership
Section 1. While 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.
Section 2. 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.
- Active membership shall be defined as any dues paying member.
- Honorary membership may be granted by 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 recipients will automatically be given a lifetime, honorary membership in the Greene County Chamber of Commerce.
Application for membership along with payment of dues must be received by the Chamber before membership can be established. The Board of Directors have the right to terminate any membership by a two-thirds vote. Termination for the non-payment of dues does not require a board vote.
Section 3. Membership in the Chamber does not imply endorsement of a member business.
Section 4. 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 5. 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. A separate membership is required per each individual EIN.
Section 6. Any person, firm, association, or corporation holding more than one membership shall be entitled to cast one vote per paid membership.
Section 7. 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 8. The Board of Directors may expel a member for cause. Such a member shall have the right to 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 9. 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 4 – 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 nine members, one-third of whom shall be elected annually to serve a three-year term. A minimum of five board members present constitutes a quorum. 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. The Board may adopt rules for conducting the business of the Chamber. They shall meet at least four times a year, at such time and place as will be determined by them. Special meetings may be called, as necessary. Members may attend the meeting and vote by phone or Zoom if their schedules do not permit them to attend in person.
Section 2. Board nominees may be determined by application to the board from interested members. The membership shall vote on these nominees by electronic ballot once annually. Ties will be broken by vote of the Executive Committee.
Section 3. Any person, firm, association, or corporation holding more than one membership shall be limited to one representative on the board.
Section 4. A list of nominees shall be shared with the membership through Chamber publications prior to the voting period.
Section 5. If any director is absent from three regular board meetings without an excuse during their term, said member can be expelled by a two-thirds vote of the board.
Section 6. Excused absences are permitted; however, Board members should provide prior notification of any absence to the Director in all instances with the exception of an emergency.
Section 7. All board members shall serve without compensation. Reimbursement for minor approved expenses is permitted.
Section 8. If a board member resigns from their position prior to the end of their term, the voting results from the most recent board election will be consulted and the next member in line will fill the remainder of the open term. This process will continue through all nominees in the most recent election until the seat is filled.
Article 5 – Officers
Section 1. Once a year, a re-organizational meeting shall be held. Current and incoming Board members shall be present. At this time, the Board shall elect the following officers from the remaining members and the incoming members: a president, a vice-president, a secretary, a treasurer, and an at-large member. The officers will begin their respective duties immediately. 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 outgoing Board members will not have a vote.
Section 2. Nominations for officers will be solicited by the director prior to the election to determine their acceptance. 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 3. The president shall preside at all meetings of the Board of Directors and perform all duties incident to this office. The president shall be an ex-officio member of all committees.
Section 4. 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 in the leadership capacity temporarily.
Section 5. In the absence of the Executive Director, the secretary shall be responsible for recording the proceedings of the Board.
Section 6. The director shall prepare and present a financial report, at each regular meeting of the Board of Directors consisting of a Balance Sheet, Profit and Loss Statement and list of checks and debits along with any other pertinent data.
Section 7. 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 8. 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 one-year term.
Article 6 – Executive Director
Section 1. The Board of Directors shall have the power to hire an Executive Director who is responsible for the day-to-day operations of the organization and shall be responsible for the hiring, termination, and discipline of staff members with approval by the Executive Committee. The director shall also perform such duties as may be delegated by the Board, officers, and committee chairpersons.
Section 2. The Executive Director shall be bonded in such amount as the Board of Directors may deem necessary, with the cost to be paid by the Chamber.
Section 3. 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, minutes, documents, and financial records 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 4. 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. An evaluation of each employee shall be performed by the Executive Director annually and presented to the Board of Directors for review.
Section 5. 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 7 – Committees & Planning Teams
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 and is executed with budgetary concerns in mind.
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.
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 objectives 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. Disbursements are to be made by check and must be signed by the Executive Director and any one of the five officers, or by electronic fund transfer (ACH), payment by check by phone and/or credit card transaction.
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 from the Board of Directors. The audit team will present its findings no later than ninety 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. These By-Laws must be reviewed every two years at a minimum. These By-Laws may be amended at any time after presentation of proposed amendments to the Executive Committee (for discussion, edits, additions, and deletions) and after presentation to the Board of Directors for approval and adoption.