This organization shall be known as the Ellenville–Wawarsing Chamber of Commerce, hereinafter referred to as the "Chamber", and shall be incorporated under the Membership Corporation Law of the State of New York.

1. It is the purpose of the Chamber to promote economic development, tourism, community betterment, legislative action and an interest in public affairs, with programs designed to make the community a better place in which to live and make a living.

2. The primary area of service shall include all of the Town of Wawarsing, although membership by those outside the primary area will be welcomed.

3. The foregoing shall not be construed to infringe on the rights, prerogatives or interests of any other local Chamber of Commerce or merchants or trade association within the designated area, as may be mutually agreed upon by the parties concerned.

1. The Chamber, as an organization, shall be nonpartisan and nonsectarian and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for office in village, town, city, county, state or nation; nor shall any meetings of a political nature whatsoever be held within the premises occupied by or under the control of the Chamber.

2. The Chamber 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.

1. All persons, associations, firms and corporations interested in the general welfare and prosperity of Ellenville and the Town of Wawarsing shall be eligible for membership in the Chamber. Membership applications shall be reviewed by the Board of Directors or its designee.

2. The basic annual schedule of membership dues shall be established by the Board of Directors and may be revised by the Board of Directors as is deemed necessary to effect the programs of the organization.

3. Membership dues are payable immediately upon joining the Chamber. All memberships expire December 31 of each year and dues thereafter are due on the first of January in each succeeding year.

4. A member in good standing (member defined in Article IV-1) and with dues paid for the current year shall be entitled to one vote in the annual election of the Chamber and in any other special vote.

5. Any member failing to maintain paid-up status shall not be entitled to vote. If the annual dues remain unpaid after July l, the member will be dropped from the rolls of the Chamber.

6. The Board of Directors shall have the option, by a two-thirds vote, to drop any member from the rolls for good and sufficient reason. Before any member is dropped from the rolls of the Chamber, that member shall have the opportunity for a hearing before the Board of Directors. In the event that the Board of Directors shall expel a member, all dues paid shall be forfeited.

7. Any person deemed worthy, upon being approved by a two-thirds vote of the Board of Directors, may be admitted to honorary membership and shall be exempt from the payment of dues. Such membership shall be a non-voting membership.

1. The government of the Chamber shall be vested in a Board of Directors comprised of nine (9) members elected from the membership of the Chamber. The Immediate Past President may serve as a non-voting advisor to the Board. The Directors shall hold office for terms of three (3) years, with three (3) Directors being elected each year. A member of the Board of Directors may serve a maximum of six consecutive years, two (2) three-year terms. Each member of the Board of Directors is entitled to one vote.

2. The official year of the Chamber shall be the calendar year from January l to December 31.

3. The President shall appoint a three (3) member Nominating Committee from the general membership or from the Board of Directors with the Immediate Past President serving as the committee chairman. The Nominating Committee shall be appointed at the September meeting of the Board of Directors and shall present a full slate of nominees, as set forth in Article V.1 for the office of Director, no later than the October meeting of the Board of Directors. Within 14 days of that report, the Chairman of the Nominating Committee will mail the slate to the general membership. Election of the slate shall be by mail ballot, due to the Board of Directors no later than the date of the November meeting of the Board.

4. Upon acceptance of the results of the mail ballot by the Board of Directors, the Nominating Committee (see Article V-3) shall meet to present a slate of officers to the Board of Directors for action. In deliberating the candidate for President, due consideration shall be given to the benefit of recommending a candidate with experience as Vice President, Secretary or Treasurer in the Chamber. The slate of officers shall be presented to the Board of Directors at the December meeting. The new Board members will be invited to be present at the December meeting of the Board of Directors.

5. Only members in good standing shall be eligible to serve in any elected or appointed capacity.

6. Any vacancy occurring in the Board of Directors shall be filled by an appointment by the President with the approval of the Board of Directors. Such appointment shall be for the unexpired term of the Director who is replaced.

7. At the January meeting of the Board of Directors, the Board shall elect a President, Vice-President, a Secretary and a Treasurer. A President may succeed himself/herself twice. He/she may not serve more than three (3) consecutive terms.

8. All officers shall assume their duties immediately upon election and shall serve for one year or until their successors have been elected and qualified.

9. The Board of Directors shall be responsible for the employment of an Executive Secretary.

10. In general, the Executive Secretary will be responsible for the administration of the organization under the general guidance and direction of the Board of Directors. The Executive Secretary will work with the Board, the Officers and the committees in the implementation of program and policy. The Executive Secretary will be directly responsible to the President. The full scope and duties of the position shall be outlined in a written job description approved by the Board of Directors, which shall be subject to periodic review and revision.

11. The duties of the Officers shall be such as general usage would indicate by the title of the Officers as required by law and as may be assigned to them respectively by the Board of Directors from time to time. The Vice President assumes the duties of the President in his/her absence.

12. A member of the Board of Directors may serve a maximum of six consecutive years, two (2) three year terms. Each member of the Board of Directors is entitled to one vote.

13. Any member in good standing has the right to petition the Board of Directors to reconsider a position taken on a specific subject. Should the Board, after review, determine that the prior decision shall stand, said member has the right to request that the Board of Directors submit the issue to the membership at the next regularly scheduled meeting. The will of a simple majority of the membership present and voting at that meeting shall prevail.

14. Any Director absent from three (3) consecutive meetings within a given year, without a reasonable excuse, shall be considered to have resigned from the Board of Directors. The Secretary will be instructed to so notify the Director in writing that his/her office as Director will be declared vacant and a successor named to fill the unexpired term.

1. The President, with the counsel of the Board of Directors, shall establish a committee structure essential to implement the programs of the Chamber. The President shall appoint chairpersons, subject to approval by the Board of Directors.

2. The Board of Directors may authorize and define the powers and duties of any committee.

3. Finances: No committee has the right to commit any expenditure without specific approval by the Board of Directors, unless said committee has been issued an appropriation by the Board of Directors in advance.

1. Meetings of the membership of the Chamber shall be held at least quarterly, the exact dates to be determined by the Board of Directors. The time and place of the meeting shall be publicized at least one week prior to the date of such meeting.

2. Meetings of the members may be held at such other times as the President or Board of Directors may determine, or upon written request of ten (10) members in good standing. Such request shall indicate the purpose for which the meeting is to be called.

3. At all meetings of the members, a minimum of ten (10) members in good standing shall constitute a quorum.

4. The Board of Directors shall meet monthly, at a time, date and location to be determined by the Board.

5. A special meeting of the Board of Directors may be called at any time by the President or by any three (3) Directors by issuing a call to each Director, stating the purpose of the meeting, not less than 48 hours/2 days prior to the meeting.

6. At all meetings of Directors, a majority of the Board shall constitute a quorum.

7. At all meetings of Chamber committees, a majority of the committee members shall constitute a quorum.

8. All meetings shall be conducted in accordance with the most recent edition of Roberts Rules of Order.

1. The Treasurer shall submit monthly financial reports to the Board of Directors, with a complete annual report within thirty (30) days of a close of a year. Monthly financial reports shall be a complete reporting of income and disbursements, with balances, of the preceding month’s financial activities. The annual report shall categorize both income and disbursements and shall serve as a general outline for the ensuing year’s financial plan.

2. No obligations or expenses shall be incurred, nor money appropriated or paid out of the general fund, except in accordance with regulations adopted by the Board of Directors. The Board of Directors shall have the power pursuant to and in accordance with the provisions of the Membership Corporation Law of the State of New York to purchase, hold, sell, mortgage, or lease real property, incur debts, borrow money giving notes of the Corporation signed by the President and Treasurer when duly authorized by said Board, and enter into contracts of any kind in harmony with the purposes of this organization. An affirmative vote of two-thirds (2/3) of the Board of Directors shall be required in order to borrow money.

3. All disbursements shall be made by check. Checks and/or withdrawal forms shall be signed by the Treasurer. The President shall be the alternate, in the event of the absence of the Treasurer.

4. The Board of Directors has the right to call for an independent audit at any time for any reason.

5. The fiscal year shall be January 1 to December 31.

1. These By-Laws may be amended by a majority vote of members in good standing present at any regular meeting or any special meeting called for the purpose, as long as there are at least ten (10) members present at the meeting and provided that proposed amendments, alterations, provisions to be repealed or revisions in toto shall be plainly stated in the call for the meeting at which they are to be considered.

2. Notice of meetings at which amendments, alterations, or provisions are to be considered must be given at least ten (10) days prior to the time of the meeting.

The Chamber shall use its funds only to accomplish the objects 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.