Chamber Bylaws

ARTICLE I. NAME AND SEAL

The name of the Corporation is the CENTRAL VERMONT CHAMBER OF COMMERCE, INC.

The geographic area embraced by this Corporation in its service program and development activities shall include all of Washington County and the towns of Orange, Washington, and Williamstown, which constitutes the planning and development district known as Central Vermont. Amended 1/98

ARTICLE II. PURPOSES

The purpose of the Central Vermont Chamber of Commerce, Inc., shall be to guide, inspire and promote the best interests of the business and professional members of the area, and to enhance the economic, cultural, educational and recreational opportunities of its citizens. (Amended 2/2/91)

ARTICLE III. MEMBERSHIP

Section 1–All persons, firms and corporations, resident in or doing business in the area and who are interested in the purposes as set forth in Article II shall be eligible for membership.

Section 2–MEMBERSHIP APPLICATIONS Any person, firm or corporation eligible for membership under these by-laws may be elected for membership upon written application. For such election a majority of votes of the board of Directors is required. Am. 9/28/79

Section 3–DUES The dues shall be determined by the board of Directors.

Section 4–RESIGNATIONS Any member not in arrears may resign his membership by notice in writing delivered to the President.

Section 5–SUSPENSION AND EXPULSION Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination shall be violation of the by-laws or any lawful rule or practice duly adopted by the board of Directors or any other conduct prejudicial to the interest of the Chamber. Suspension or expulsion shall be by two-thirds vote of the entire membership of the board of Directors: provided that a statement of the charges shall have been sent by certified or registered mail to the last recorded address of the member at least 20 days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meetings of the board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon. Am. 1/21/89

Section 6–DELINQUENCY Failure to pay dues for ninety (90) days after being billed may result in cancellation of membership, subject to the discretion of the Board of Directors.

Section 7–TRANSFER Memberships may be transferred by vote of the board of Directors upon such terms as it may impose.(Amened 2/2/91)

Section 8–REINSTATEMENT Members may be reinstated by the board of Directors. (Amended 2/2/91)

ARTICLE IV. MEETINGS OF THE CORPORATION

Section 1–FISCAL YEAR AND ANNUAL MEETING The fiscal year of the corporation shall be from January 1 through December 31. There shall be one annual meeting of the corporation held during each year, and such special meetings as may be called by the Board Chair or by the Secretary or upon petition in writing by twenty members or by five Directors. The annual meeting shall be held during the month of January unless otherwise designated by the board of Directors. The term of office of Directors and elected officers shall commence upon their election at the Annual Meeting. Am.. 1/21/89

Section 2–QUORUM Twenty-five (25) members shall constitute a quorum at any meeting of the Corporation.

Section 3–PROXY VOTING (eliminated) (Amended 2/2/91)

Section 4–NOTICE OF MEETINGS Notice of Annual Meeting shall be given to members at least fourteen days in advance of said meeting by means generally accepted by the board. Notice of special meetings shall be given to members at least seven days before said meeting; all notices to be given by the Secretary or the Secretary’s designee. (Amended 1/31/12)

Section 5–VOTING ELIGIBILITY Each individual, firm, partnership, corporation or organization in good standing as an active member of the Corporation shall be entitled to one (1) vote at the Annual Meeting or at any meeting of the Corporation

ARTICLE V. BOARD OF DIRECTORS

Section 1–BOARD OF DIRECTORS

The policies and affairs of the corporation shall be governed by a board of Directors consisting of fifteen to twenty members including the President and the immediate past Board Chair. Five or six Directors shall be chosen by ballot at each annual election of the corporation for a term of three years. No Director may be elected to serve for more than two consecutive three-year terms. The term of office of Directors and elected officers shall commence immediately following their election. Directors and officers elected by the board of Directors to complete an unexpired term of office, shall upon election immediately enter upon the performance of their duties. All Directors and officers shall continue in office until their successors shall be duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an unexpired term. Amended1/98

The Board Chair shall preside at meetings of the Board of Directors. The Directors shall have all the powers vested in a board of Directors of a business corporation. Any Director may be removed for cause by a two-third vote of the board of Directors. Any Director absent from more than one-third of the board meetings during the year may be removed from the Board. A majority of the members of the board of Directors shall constitute a quorum at all meetings of the Board of Directors. The Directors shall have power to fill all vacancies on the Board, whether due to resignation, removal for cause or absenteeism. (Amended 1/31/12)

Section 2–NOMINATIONS During the month of August of each year the Board Chair shall appoint a nominating committee of five persons to nominate, in accordance with board policy, candidates for the board of Directors and also nominate candidates from among the board of Directors for the officers of the corporation for the ensuing year. The committee shall meet not later than September 15th and shall report to the Board by October 15th. The board shall determine whether five or six Directors are to be elected at the ensuing annual meeting. The committee shall report to the board in writing, at least twenty-five (25) days before the date of the annual meeting, the names of the candidates it proposes, and the President shall send a copy thereof to the membership at least fourteen days before the annual meeting by means generally accepted by the board. The notice shall include advice that additional candidates may be nominated by written nomination signed by not less than ten members of the corporation and filed with the President not less than five days prior to the date set for the annual meeting. The nominating committee shall endeavor to choose Directors representative of the areas and interests of its members. (Amended 1/31/12)

Section 3–MEETINGS The board of Directors shall hold at least four regular meetings annually. Special meetings may be called at any time by the Board Chair, or by the Secretary at the request of five (5) Directors. The Annual Meeting of the Directors shall be held on the date of and immediately following the Annual Meeting of the Corporation for the purpose of electing new officers for the ensuing term. (Amended 2/10/01)

Section 4–NOTICE OF MEETINGS Notice of all regular and special meetings of the board of Directors shall be sent by the President by means generally accepted by the board to each Director at least forty-eight (48) hours before the time fixed for the meeting. (Amended 1/31/12)

ARTICLE VI. ELECTED OFFICERS

Section 1–The elected officers of the Corporation shall be a Chair, Vice Chairs, a Treasurer and a Secretary. (Amended 1/31/12)

Section 2–QUALIFICATION AND SELECTION All elected officers shall be members in good standing of the Corporation and shall be chosen by the board of Directors from their number at the meeting immediately following the Annual Meeting of the Corporation.

Section 3–REPLACEMENT In case of vacancy or temporary absence of an officer, the Directors may fill the vacancy, or temporary absence.

Section 4–TERM OF OFFICE The term of office for the respective officers of the Corporation will be for one (1) year. Officers may be elected to succeed themselves.

ARTICLE VII. DUTIES OF OFFICERS

Section 1–BOARD CHAIR The Board Chair shall preside at all meetings of the Corporation, 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, except as the Chair shall be specifically relieved by the duties assigned to the President. (Amended 1/31/12)

Section 2–BOARD VICE CHAIR The Board Vice Chairs shall have duties and responsibilities designated by the board of Directors, and in the absence of the Board Chair, one shall preside at meetings of the Corporation, board of Directors and the Executive Committee. (Amended 1/31/12)

Section 3–SECRETARY The Secretary shall cause to be kept accurate minutes of all meetings of the board of Directors and meetings of the Corporation, and shall perform such other duties and have such other powers as the board of Directors may from time to time designate. In the absence of the Secretary, a Secretary Pro Tempore may be designated by the Presiding Officer. (Amended 1/31/12)

Section 4– TREASURER The Treasurer shall keep an account of all monies received and expended for the use of the corporation. All sums received shall be deposited in the bank, or banks approved by the board of Directors, and the Treasurer shall make disbursements as authorized by the board in the annual budget, and such other expenditures as approved by the board from time to time. The Treasurer shall make a report of the financial affairs of the corporation to the Directors when requested, and shall present an annual report at the annual meeting of the corporation. The Treasurer shall perform such other duties as may be assigned by the board of Directors. Funds may be drawn only upon the signature of the Treasurer, except that the board may appoint one or more Assistant Treasurers to perform such duties as the board may delegate to them. The chamber records, funds and other documents, with the exception of confidential reports submitted by members, shall at all times be subject to verification and inspection by the board of Directors. Am. 1/21/89

Section 5–SURETY BOND All persons authorized to receive or disburse the funds of the Corporation shall be covered by a Surety Bond to the minimum of an amount to be determined by the board of Directors.

Section 6–OATH OF OFFICE. (Eliminated). Am. 1/21/89

ARTICLE VIII. APPOINTED OFFICERS

Section 1–PRESIDENT There shall be a President who shall be appointed by a majority vote of the board of Directors. The President shall be the Chief Administrative Officer of the Corporation, responsible for the proper execution of all policies adopted by the Board. The President shall be responsible for bringing to the attention of the board such matters as may further the purpose of the Corporation. The President 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 personnel, materials and facilities necessary to these ends. All communications and publicity for appearance anywhere outside of the chamber office having to do with affairs of the chamber shall be under the supervision and control of the President. The President shall prepare for the review of the appropriate committees, officers and Directors, members of the Corporation, an annual operating budget, a statement of annual programs and objectives for an ensuing year, and a statement of the accomplishments and condition of the Corporation at the close of each year, and such other interim reports as the Directors may specify that might be normally attendant to the conduct of the work. The President shall not have any other employment or hold any other office that would in any way interfere with the full performance of said duties.

Section 2–ADMINISTRATIVE ASSISTANTS There shall be such Administrative Assistants as shall be provided by the annual budget and programs adopted by the Directors and such interim acts of the Directors. Such Assistants are to be selected, titled, supervised and terminated by the President, with such review by Committees or officers as the President shall deem suitable to the work assigned. They shall not engage in any other work or hold any other office that would in any way interfere with the proper performance of their duties. (Amended 1/31/12)

Section 3–REMOVAL OF OFFICERS AND PRESIDENT Any officers and the President may be removed for cause by two-thirds vote of the board of Directors.

ARTICLE IX. EXECUTIVE COMMITTEE

Secttion 1–COMPOSITION AND SELECTION The Executive Committee shall consist of the Chair, the Vice Chairs, the Secretary and the Treasurer as well as the, the President, and the Immediate Past Chair. (Amended 1/31/12)

Section 2–QUORUM AND FUNCTION A majority of the members shall constitute a quorum at all meetings of the Committee. The Executive Committee shall conduct all of the business of the Corporation between meetings of the board of Directors; shall direct the administrative work of the Corporation; but shall be subject at all times to the order of the board of Directors.

Section 3-MEETINGS Meetings shall be held at such times and places as fixed by the Chair. Notice of any length or type shall be sufficient for Executive Committee meetings.

ARTICLE X. RESIGNATIONS

Any Officer or Director, or member of the Executive Committee may resign at any time by delivering said resignation in writing to the President. The President may resign at any time by submitting a written notice of such intent to the board of Directors thirty (30) days prior to its effective date.

ARTICLE XI. COMMITTEES

Section 1–COMMITTEE APPOINTMENT All program committee members, program committee chairs and program committee vice chairs as appropriate shall be appointed by the President. (Amended 1/31/12)

Section 2–AUTHORITY Program Committees are to be given specific job assignments that shall have been approved by the President or the board of Directors. They are to cause to be performed such research as will bear on their job assignment, study and recommend a course of action to implement their task for the approval of the President, and cause to be implemented under The President’s general review, the agreed course of action. They will make reports as may be requested by the President. (Amended 2/2/91)

Section 3–RESTRICTIONS Expenditures shall be made by the President in accordance with the annual budget. (Amended 2/2/91)

ARTICLE XII. AMENDMENTS

These by-laws may be altered, amended or repealed at any meeting of the Corporation by a two-thirds vote of those present, provided notice of such alteration, amendment, or repeal has been sent to the membership at least seven (7) days prior to the meeting by means generally accepted by the board at which such alteration, amendment, or repeal is to be considered. (Amended 1/31/12)

ARTICLE XIII. DISSOLUTION

The association 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 of the association. On dissolution of the association 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. Am. 9/28/79

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