Officers:
Lorraine L. Kloss, Ed.D. (President) - Wallenpaupack Area School District
Jim Shook (1st Vice President) - The Lake Region IGA
Anna Allen (2nd Vice President) - Honesdale National Bank / Main Branch
Kathy Hummel (Past President) - Woodloch Pines Inc
Beverly A. Simons (Secretary/Treasurer) - Honesdale National Bank / Lake Wallenpaupack Branch
Directors:
Vince Benedetto - Bold Gold Media
Paige Corso - Stephens Pharmacy, Hawley
Craig Ehrhardt - Ehrhardt's Waterfront
Elaine L. Herzog - Miss Elly's Antiques & Such
Heidi Blade - BladeHewlett Marketing
Tom McColligan - Weichert, Realtors - Paupack Group
Mark Pappas - Ledgedale Recreation Area & Marina
Tom Regenski - Gresham's Chop House
Chamber Staff:
Dave Wilson - Executive Director
Maureen Bunting - Administrative Manager
Revised Chamber Bylaws:
HAWLEY-LAKE WALLENPAUPACK CHAMBER OF COMMERCE BY-LAWS
ARTICLE I - GENERAL
Section 1: Name
The Hawley-Lake Wallenpaupack Chamber of Commerce is an organization incorporated under the laws of the state of Pennsylvania and shall be known as the Hawley-Lake Wallenpaupack Chamber of Commerce, Incorporated.
Section 2: Purpose / Mission Statement
The Hawley-Lake Wallenpaupack Chamber of Commerce is dedicated to promoting the economic vitality of the greater lake region.
Section 3: Area
The Hawley-Lake Wallenpaupack Chamber of Commerce shall serve the greater Pocono’s Lake Region encompassing, in addition to theBorough of Hawley and communities surrounding Lake Wallenpaupack, the greater Northeast PA/Upper Delaware area.
Section 4: Limitation of Methods
The Hawley-Lake Wallenpaupack Chamber of Commerce shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
ARTICLE II - MEMBERSHIP
Section 1: Eligibility
Any individual, proprietorship, association, corporation or partnership having the objectives of the organization shall be eligible to apply for membership.
Section 2: Process
Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Any applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II. A list of new members shall be included as a part of themonthly Executive Director’s Report.
Section 3: Investment
The Board of Directors shall determine the annual investment (dues), on a yearly basis. Dues are payable in advance. The current investment schedule, classes of membership, and membership orientation will be outlined in the applicable Policy Manual.
Section 4: Termination
Any member may resign from the Chamber upon written notice to the Board of Directors. Any member whose dues are three months in arrears shall stand suspended until such dues are paid. This will include suspension of any benefits the member may bereceiving. The Administrative Assistant or other designated Officer or Staff member shall, within five days from the date of suspension, notify the member in writing of pending suspension if dues are not received within one week. A member so suspended may be re-instated by paying the amount of arrears due. Non payment of dues after this notification will result in cancellation of membership. Written notification of such action will be given to the member being cancelled. Any membership may be revoked at any time by a majority vote of the Board should it determine that continuation is not in the best interest of the organization.
Section 5: Voting
In any proceeding in which voting by members is called for, each membershipin good standing shall be entitled to cast one (1) vote.
Section 6: Honorary Membership – Distinction in public affairs shall confer eligibility to honorary members who 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 annually confer or revoke honorary membership by a majority vote.
Section 7: Reciprocal Membership – Exchange of memberships between the Chamber and other not-for-profit organizations of like purpose shall be approved annually by the Board of Directors.
ARTICLE III - MEETINGS
Section 1: Annual Meeting
The annual meeting of the corporation shall be held during the spring of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.
Section 2: General Membership Meetings
A minimum of two (2) general membership meetings of the Chamber of Commerce shall be heldeach year and may include the spring annual meeting. Special meetings of the Chamber may be called whenever Directors deem it advisable with appropriate notification in advance. The Board shall designate a secretary to record minutes of all Board and general meetings.
Section 3: Quorum
At any duly called annual or other general membership meeting where a vote of the General Membership is required, a minimum of 20% of the members in attendance shall constitute a quorum. (For a Quorum of the Board of Directors see Article IV, Section 5)
Section 4: Notices, Agenda, Minutes
Written notice of all chamber meetings (Board or General) must be given at least ten (10) days in advance unless otherwise stated. An advanceagenda must be prepared for all meetings, and the agenda is to be distributed, along with monthly or other reports (minutes, financials, Director’s, or CommitteeReports).Minutes should be taken and recorded in the office for all Chamber Board and committee meetings.
Section 5: Parliamentary Authority
The current edition of "Roberts Rules of Order" shall be the final source of authority in all questions of parliamentary procedures when such rules are consistent with the by-laws of the Chamber.
ARTICLE IV- BOARD OF DIRECTORS
Section 1: Composition of the Board
The government of the Chamber of Commerce, the direction of its works and the control of its property shall be vested in the Board of Directors consisting of a maximum of 21 members, one-third of whom shall be elected annually for a term of three years as hereinafter provided.
Section 2: Selection and Election of Directors and Officers
As soon as possible following the annual meeting in April, but no later than the regular July Board Meeting, the President may appoint, subject to the approval of the Board, up to two (2) Directors to serve on a Nominating Committee. Additional individuals shall be chosen by the Board to comprise the Nominating Committee in its entirety.
At the February Board meeting the Nominating Committee shall present to the Board a slate of candidates to serve three year terms which are expiring or to replace Directors’ seats/terms which may be vacant. Any candidate presented must be an active Chamber member in goodstanding and must have agreed to accept the responsibility of the directorship (see applicable policy).
Nominations by Petition – Additional names for candidates for Directors can be nominated by petition bearing the genuine signatures of at least ten (10) qualified members of the Chamber. Such petition(s) shall be filed in writing with the Nominating Committee (procedure in policy) no later than January 31st. If no petition is filed by the designated date the nominations shall be closed at the February Board meeting and the slate of candidates presented to the Board shall be declared elected by the Board at the regular March meeting.
Determination: If a petition or petitions present additional candidates the names of all the candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for (number of vacancies) candidates only. The President shall distribute the ballot to the Board at the March meeting. Ballots to be counted and the results reported to the Board of Directors.
Board members and officers shall be elected at the regular April Board meeting. Newly elected and appointed Board members and officers will be announced and seated at the Annual (General Membership) Meeting.
The installation of Directors and Officers shall be held at the annual meeting each year.
Section 3: Termination and Disqualification
A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. All vacancies on the Board of Directors shall be filled by the Board of Directors by a majority vote for the unexpired term of the position vacated. A majority of the Board of Directors may disqualify any Director from further service on the Board if it determines that continued service is not in the best interest of the organization.
Vacancies on the Board or among officers shall be filled by a majority vote of the entire Board of Directors. Nominations for interim terms on the Board are to be qualified by the Nominating Committee and reported to the Board of Directors as set forth in the Policy Manual.
Section 4: Board of Directors Meetings
The Board shall meet not less frequently than once a month for 12 consecutive months. Board Meetings shall also be open to the General Membership. Special meetings shall be held at such other times as the Board may direct. The President may call special meetings of the Board when in his/herjudgment they may be necessary and it shall be his/her duty to do so when requested in writing stating the purpose of said meeting by at least three Directors or five members at large. A notice setting forth the purpose of each special meeting shall be communicated to each member of the Board at least forty-eight hours prior to the meeting, and no business shall be transacted at such meeting other than that set forth in the notice.
Section 5: Quorum
A quorum of the Board shall consist of 1/3 (one-third) plus 1 (one) of the seated Directors.
Section 6: Indemnification
The Chamber will, by resolution of the Board of Directors, 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, except in relation to matters as to which such individuals shall be judged in such action, suit, or proceeding to be 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.
Section 7: Limitation of Authority
The Board shall have the power necessary to administer the affairs of the Chamber subject to the limitations of law and these bylaws.
ARTICLE V - OFFICERS
Section 1: Determination and Number of Officers
The Officers of the Chamber of Commerce shall be the President, 1st Vice President, 2nd Vice President, and Secretary/Treasurer who shall be members of the Board of Directors, and such other officers as the Board may deem necessary. All officers shall be elected by the Board of Directors at the Board Meeting in April, be seated at the General Membership Meeting and serve a term of one (1) year or until their successors assume the duties of office. The President shall generally have served on the Board of Directors for a minimum of the preceding year. No Officer may serve more than two (2) consecutive one-year terms in any position.
Section 2: Duties of Officers
PRESIDENT: The President 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. The President shall serve as advisor to the Executive Director on program planning, and shall assemble information and data and cause to be prepared special reports as directed by the program of the Chamber. The President of the Board, with advice and council of the Vice Presidents and Executive Director, shall determine all committees, and assist in the selection of committee personnel, subject to approval of the Board of Directors and in accordance with policies of the organization.
1st VICE PRESIDENT The 1st Vice President shall preside in the absence of the President.
2nd VICE PRESIDENT The 2nd Vice President shall preside in the absence of the President and 1st Vice President.
SECRETARY/TREASURER shall oversee receipts and disbursements of all funds of the Chamber.
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 two of the following: Executive Director, President, Secretary/Treasurer. The 2nd Vice President shall preside in the absence of the President and 1st Vice President.
Section 3: Removal of Officers
Any officer may be removed, with cause, at any time by a two-thirds vote of the seated Board of Directors. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President of the Chamber.
Section 4: Management
The Board of Directors shall be permitted at any time to employ an Executive Director or other administrative or support staff and shall fix the salary and other considerations of employment for such positions.
The Executive Director shall serve as advisor to the President, and ex-officio member of all Committees (except Nominating) and Event planning, and shall be responsible for administration of the events in accordance with the policies and regulations of the Board of Directors. The Executive Director shall be responsible for overseeing office operations, and along with advice from the Board of Directors, shall be responsible for the hiring, discharging, directing, and supervising of all employees. The Executive Director, with the assistance of the Secretary/Treasurer, and the Finance Committee shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors. The Executive Director shall also be responsible for all expenditures with approved budget allocations, and should attend all meetings of the Board of Directors. Additional responsibilities are outlined in the Executive Director’s job description.
The Board of Directors is responsible for establishing procedure and formulating policy of the organization and shall maintain a manual, to be reviewed and revised as necessary, that shall describe generally accepted practices used by the Board and its committees to manage the affairs of the Chamber.
ARTICLE VI - COMMITTEES AND DIVISIONS
Section 1: Appointment and Authority
A. The Board President shall appoint such committee Chairpersons as shall be ordered by the Board of Directors or may in his/her judgment be deemed necessary with the exception of the Nominating Committee (see Article IV, Section 2. With the exception of the Nominating Committee, Committee Chairpersons are not required to be members of the Board of Directors, but must provide reports to the Boardor Executive Director on committee activity. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board. No standing or special committee shall represent the Chamber in advocacy of or opposition to any project without the specific approval or ratification of the Board of Directors, or such confirmation as may be clearly granted under powers delegated by the Board of Directors to that committee.
B. Standing Committees
Nominating
Executive / Personnel
Finance
Membership
By-Laws
Marketing
Education
Events
C. Special Committees
Examples: Visitors Center
Strategic Planning
Section 2: Executive Committee
The Executive Committee shall consist of the four Board Officers and the Immediate Past President. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the corporation, including supervision and evaluation of the Executive Director. Action of the Executive Committee shall be ratified by the Board to the extent possible at the next regular or special meeting. The Executive Committee shall keep regular minutes of its proceedings and regularly report in writing to the full Board. The Board annually shall determine the maximum expenditure the Executive Committee can authorize that year without specific Board approval.
Section 3: Committee Meetings
Meetings of Committees may be called at any time by the President, Executive Director, or Committee Chairperson of such committee. All committee members involved are expected to attend meetings. Notification of Committee meetings should be made either through the Chamber Office or directly by the Committee withadvance notice to include the Chamber office. Written minutes of all Committee meetings should be recorded and submitted as part of permanent record of the Corporation.
Section 4: Ex-Officio
The President shall serve Ex-Officio on all committees he/she is not otherwise an appointed member of and the Executive Director shall be an ex-officio member of all committees except the Nominating Committee.
Section 5: Limitation of Authority
No action by any member, committee, division, employee, director or officer shall be binding upon, or constitute an expression of, the policy of the chamber until it has been approved or ratified by the Board of Directors. Special Committees shall be disbanded by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees.
Section 6: Majority Action as Board Action
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation require a greater percentage or different voting rules for approval of a matter by the Board.
ARTICLE VII - FINANCES
Section 1: Funds
All money paid to the Chamber shall be placed in the appropriate accounts in such banks insured by the FDIC as approved by the Board of Directors.
Section 2: Disbursements
Upon approval of the budget the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be by check, no exceptions.
Section 3: Reimbursement of Expenses
Directors may receive reimbursement of expenses only when approved, in advance, by the Executive Committee or the Board.
Section 4: Financial Year
The financial year of the Chamber shall begin on January 1st and end on December 31st. An annual report shall be provided to the General Membership at the subsequent General Membership meeting or as soon as possible thereafter.
Section 5: Budget
A budget for the coming calendar year shall be adopted by the Board of Directors no later than the December Board meeting.
Section 6: Annual Review
A professionally certified or otherwise credentialed individual or financial firm designated by the Board shall review the accounts of the Chamber of Commerce annually. The review shall at all times be available to members of the organization within the offices of the Chamber with reasonable notification.
Section 7: Bonding
The President, Executive Director, and such other Officers and staff as the Board of Directors may designate, may be bonded by a sufficient fidelity bond in the amount set by the Board, and paid for by the Chamber.
ARTICLE VIII - AMENDMENTS
Section 1: Revisions
The By-laws Committee shall meet to consider any requested changes. Any proposed amendments shall be submitted to the Board and the members at least thirty (30) days in advance of the vote. The by-laws may only be amended by a 2/3 majority of members present at any regular membership meetingor at any special meeting called for that purpose or of the members that submit written ballots should that method be used in place of a scheduled meeting.
ARTICLE IX - 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 of the Chamber. 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 as defined in IRS Section 501(c)(6).
(Last Amended August 14, 2008)