organization is incorporated under the laws of the State
of Maine and shall be known as the Mid-Maine Chamber of
The Mid-Maine Chamber of Commerce is organized to achieve
the objectives of:
the free and competitive enterprise system of business
by: creating a better understanding and appreciation
of the importance of this system and a concern for business
problems; educating the business community and representing
them in city, county, state, and national legislative
and political affairs; addressing controversies which
are detrimental to expansion and growth of business
and the community if they arise; creating a greater
appreciation of the value of the more liberal investment
of substance and self on behalf of the interests of
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 which are designed to increase the
functional and aesthetic values of the community; and
discovering and correcting abuses which prevent the
promoting of business expansion and community growth.
The geographic area covered shall include, but not be
limited to the following communities: Albion, Belgrade,
Benton, Burnham, Clinton, Fairfield, Hinckley, Oakland,
Rome, Shawmut, Sidney, Thorndike, Vassalboro, Waterville,
4 LIMITATION OF METHOD
The Mid-Maine 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
Member: Any association, corporation, partnership,
sole proprietorship, or estate who does business and
any individual 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.
Associate Member: Any municipal organization,
quasimunicipal organization and governmental subdivisions
of the State, which reside in this geographic area 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
Applications for membership shall be in writing, on forms
provided for that purpose, and signed by the applicant.
The Membership Committee (or designated individual) shall
review all applications and submit them 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 3 of Article II.
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 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,
for conduct unbecoming a member or prejudicial to the
aims or repute of the Chamber, after notice and opportunity
for a hearing are afforded the member complained against.
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
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.
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 Chairman
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.
At regular intervals, orientation on the purpose and activities
of this organization shall be conducted for the following
groups: new directors, officers and directors, committee
leaders, committees, new members and associate members.
A detailed outline for orientation of each of these groups
shall be a part of this organization's procedures manual.
BOARD OF DIRECTORS
I COMPOSITION, TERM AND RESPONSIBILITY OF THE BOARD
The Board of Directors shall be composed of 18 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, plus the three most recent
past-chairs and the executive director of the Central
Maine Growth Council for a total of 22 board members.
Directors may not serve 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
they unexpired term.
Any director may resign from the Board of Directors upon
written request to the Chairman of the Board of Directors
or among officers, shall be filled by the Board of Directors
by a majority vote.
2 SELECTION AND ELECTION OF DIRECTORS AND OFFICERS
A. Nominating Committee: By August 1, the Chair
of the Board shall appoint, subject to approval by the
Board of Directors, a Nominating Committee of not less
than three members of the Chamber. The Chair of the Board
shall designate 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
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 Directors to be elected who
receive the highest number of votes shall be declared
elected and shall take office during the Annual Directors
Meeting held between December 15 to 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.
Retiring directors shall continue to serve until the end
of the program year.
E. Indemnification: The Chamber may, 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, 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 assume the duties of the office, and they shall
be a voting member of the Board of Directors. The Chairman
of the Board may serve consecutive terms, if so elected.
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 twelve regularly scheduled meetings of the
Board of Directors. Failure to attend at least nine 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
serves 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.
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.
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,
Educational Programs, the Annual Dinner and various fund
raising activities. Attendance and participation at these
functions will be monitored.
In recognition of those Mid-Maine Chamber of Commerce
members and Directors who serve the organization with
outstanding commitment, Participation and Sponsorship
Awards will be awarded annually a the Annual Awards Dinner
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.
The Board of Directors shall employ an Executive Officer
(and designate an appropriate title) and shall fix the
salary and other considerations of employment.
1 ELECTION AND TERMS OF OFFICERS
See Article III. Section 2. B. and 2. D.
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 of the Executive Officer.
The Treasurer shall cause a monthly financial report to
be made to the Board.
D. Executive Officer: (title to be determined by
Board). The Executive Officer shall be the chief administrative
officer. The Executive officer shall serve as secretary
to the Board of Directors, and cause to be prepared notices,
agendas, and minutes of meetings of the Board. The 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 Executive Officer shall be a non-voting
member of the Board of Directors, the Executive Committee
and all committees. The Executive Officer shall be responsible
for hiring, discharging, directing, evaluating, and supervising
1 EXECUTIVE COMMITTEE
There shall be an executive Committee made up of the Chairman
of the Board, the Vice-Chairmen, Treasurer, Executive
Officer, Immediate Past Chairman and one member of the
Board of Directors, who shall be elected by the other
members of the Executive Committee. 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.
2 STANDING COMMITTEES
There may be established Standing Committees such as Nominating,
Budget and Finance, Annual Dinner, Legislative, Membership
and Economic Development. The members of such Committees
shall be selected by the Chairman of the Board as provided
in Article IV Section 2.A. and shall be comprised of no
less than three members each, with the Chairman of each
being a director.
3 OTHER COMMITTEES
The Chairman of the Board shall have the power to appoint
and discharge special committees at any time and designate
the Chairman of such committees.
4 AUTHORITY OF STANDING AND OTHER COMMITTEES
It shall be the function of the committee to make investigations,
conduct studies of hearings, make recommendations, and
to carry on such activities as may be delegated to them
by the Board. No action by any member, associate member,
committee, employee, Director, of 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.
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.
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 mailed
at least 7 days preceding said meeting date.
3 QUORUM FOR ORGANIZATION MEETINGS
At annual and special meetings of the organization, 20
members shall constitute a quorum.
4 REGULAR BOARD OF DIRECTORS MEETINGS
The Board of Directors shall meet regularly.
5 SPECIAL BOARD OF DIRECTORS MEETINGS
A special meeting of the Board of Directors may be called
at any time by the Chairman 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.
6 QUORUM FOR DIRECTORS MEETINGS
At all meetings, one-third of the Board of Directors (7)
shall constitute a quorum.
7 PARLIAMENTARY PROCEDURE
All meetings of the Chamber of Commerce shall be conducted
under Roberts Rules of Order.
All money paid to the Chamber shall be placed in a general
operating fund unless otherwise designated by the Board
Upon approval of the budget by the Board of Directors,
the Executive Officer is authorized to make disbursements
on accounts and expenses provided for in the budget without
additional approval of the Board of Directors. Disbursement
shall be made by check.
3 FISCAL YEAR
The fiscal year of the Chamber shall be the calendar year.
The Executive Committee shall present the budget for the
coming year to the Board of Directors for approval.
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 at all times be
available to members and associate members of the organization
within the offices of the Chamber.
The 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 paid for by the Chamber.
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 charitable, educational, scientific or philanthropic
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).
The by-laws may be amended by an affirmative vote of 2/3
of the members of the Board of Directors present at any
duly called and constituted meeting of the Board of Directors.
Any proposed amendment to the by-laws shall be submitted
to the Board of Directors in writing by US mail or by
delivery in person at least 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.