Bylaws

This organization is incorporated under the laws of the Commonwealth of Massachusetts and known as the Charles River Regional Chamber, Inc (sometimes referred to herein as the “Chamber”) with its principal place of business in Needham, Norfolk County, Massachusetts.

The mission of the Chamber is to champion our communities’ economic and cultural vitality through advocacy, education and networking.

The Chamber shall be not-for-profit, non-partisan, and non-sectarian. It shall observe all local, state, and federal laws which apply to a non-profit organization including those defined in Section 501 c (6) of the Internal Revenue Service Code.

Section 1 – Eligibility

Business, professional, nonprofit and civic entities and individuals of good standing interested in the civic, industrial and commercial progress of Newton, Needham, Watertown, Wellesley and neighboring areas shall be eligible for membership in the Chamber.

Section 2 – Election to Membership

Election to membership shall be by the Board of Directors (Board). The written application of a candidate for membership shall constitute acceptance by the applicant, when elected, of the by-laws, rules and regulations of the Chamber. An applicant shall be and remain a member upon payment of dues, subject to Section 4 below. The membership year of a member shall begin on the first day of the month in which their application is signed.

Section 3 -Membership Dues

Membership dues in the Chamber will be billed on the anniversary month of membership or billed periodically. Dues will be in accordance with the formulas established annually by the Board of Directors.

Section 4 – Termination

1. a) Any member may resign from the Chamber upon written request; b) Any membership shall be revoked by the Board by a two-thirds vote for nonpayment of dues unless otherwise extended for good cause; c) Any membership may be revoked by a two-thirds vote of the Board present at a regularly scheduled meeting thereof, or at a special meeting of the Executive Board called for such purposes, for conduct unbecoming a member of the Chamber, after notice and opportunity for a hearing are afforded the member complained against.

Section 1 – Meetings of Members

Special meetings of the members may be called by the Chair of the Board whenever the Board deems it advisable or upon the written request of ten percent (10%) of the membership. Written requests should be submitted to the Chair of the Board and express the object and purpose of the meeting.

Section 2 – Quorum at Meetings of Members

At all membership meetings, ten percent (10%) of the voting members shall constitute a quorum.

Section 3 – Notice of Meetings of Members

The Secretary or their designee shall give notice to all members in writing by mail, or email at least ten (10) days in advance of all meetings. The notice shall state the day, hour and place of the meeting and shall contain a brief statement of the business to be acted upon.

Section 4 – Conduct of Meeting; Legal Vote at a Meeting of the Members

Members not physically present at a meeting of Members may, by means of remote communication, participate in such meeting and shall be deemed present in person and permitted to vote at such meeting,  provided that the Chair of the Board shall implement reasonable measures to verify that each person deemed present and permitted to vote at a meeting by means of remote communication is a Member, that Members attending via remote communication have a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and that a record or such vote or other action shall be maintained by the Chamber.  Voting may be accomplished in person or by written signed proxy or by remote communications, as provided above, in a form satisfactory to the Board. Each member is entitled to one vote provided they have paid their annual dues. All matters voted on at meetings of the members shall be decided by a majority vote of those present in person or by proxy as aforesaid.

Section 1 – Composition, Duties and Powers of Board of Directors

The corporate powers of the Chamber shall be exercised, its business and affairs directed and its property controlled by a Board, consisting of a number of Directors fixed from time to time by a majority vote of the Board, which number shall not be less than fifteen nor more than twenty-five (the “Maximum Number of Directors”), which such maximum may be exceeded in certain circumstances deemed appropriate by the Board.  The Board shall be divided into three groups as nearly equal in number as possible, to stagger the terms of office, and one of each such group shall be elected annually for a term of three years. Any voting member shall be eligible to hold the office of Director. It is the intent of the Chamber that the Board reflect its membership in terms of diversity of types of business and the business community that the Chamber seeks to serve, including geographic location, business size, and business category. The Governance Committee shall endeavor to seek such nominees.

Section 2 – Nominations, Election, Terms of  Board of Directors

Each year, the Chair of the Board, with the approval of the Board, shall appoint a Governance Committee of at least five members. The committee shall place in nomination for Directors the names of member candidates up to the total number of vacancies, after having first established the willingness of such nominees to serve if elected. Pursuant to Article IX, Section 4, the Governance Committee shall file its list of nominees with the Secretary of the Chamber at or before 5:00 P.M. on the day preceding the regularly scheduled Board meeting in October. The Board of Directors shall  be elected at said October meeting by the Board of Directors. From time to time, and pursuant to Board needs as outlined in Article IX, Section 4, Directors may be appointed off cycle at a regularly scheduled meeting of the Board.

Upon written petition filed with the Secretary, President, or Chairman of the Chamber at or before 5:00 P.M. on the day preceding the regularly scheduled Board meeting in June, chamber members who (1) constitute not less than ten percent (10%) of the total number of chamber members and (2) are current in their dues, may add to the list of nominees for Directors the name of not more than one eligible candidate (the address of the candidate to be specified in such petition) for each office to be filled at said October Board Meeting.

All Directors shall serve three-year terms, but are eligible for re-election. However, no Director shall serve more than three consecutive three-year terms, unless a Director has been elected by the Board to serve on the Executive Committee as First Vice-Chair, Treasurer, Board Chair, immediate Past Chair, or  Secretary  in which case they may serve for one additional year. Upon completion of three consecutive three-year terms, a minimum of one year must pass before a member can be considered for another term on the Board, and if so reelected to serve as a Director after the one year hiatus, such Director may serve up to three additional three-year terms, at the Board’s discretion.

Section 3 - Meetings and Quorum for Meetings of the Board of Directors

The Board shall hold regular monthly meetings, except that at its discretion (by vote in accordance with the terms hereof) it may omit meetings during the months of July, August and November. Special meetings may be held at such other times as the Board may determine or as may be called by the Chair of the Board. The Chair of the Board shall call a special meeting when requested in writing by a majority of the Board. Notice of at least twenty-four (24) hours shall be given of any Board meeting. At any meeting of the Board of Directors, a quorum shall consist of the majority of the Directors then in office, and all action shall be by a majority of the Directors in attendance. Directors not physically present at a meeting of Directors may, by means of remote communication, participate in such meeting and shall be deemed present in person and permitted to vote at such meeting,  provided that the Chair of the Board shall implement reasonable measures to verify that each person deemed present and permitted to vote at a meeting by means of remote communication is a Director, that Directors attending via remote communication have a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Directors, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and that a record or such vote or other action shall be maintained by the Chamber.

Section 4 – Action Without Meeting of Board of Directors:

Any action by the Board may be taken without a meeting if a written consent thereto is signed by the Directors then in office and filed with the records of the meetings of the Board. Such consent shall be treated as a vote of the Board for all purposes.

Section 5 – Vacancies

The Board may declare vacant the seat of any Director who has resigned, been unable to serve (in the reasonable discretion of the Board) or who has failed to attend four regular meetings during any calendar year without furnishing a satisfactory explanation to the Board (referred to as a “Vacancy”). Any Vacancy occurring during the year, as well as any open Board seats which have not been filled pursuant to Section 2 above up to the Maximum Number of Directors, may be filled by the Board, from time to time, during each calendar year at its discretion, upon recommendation of a candidate submitted by the Governance Committee to fill a Vacancy. Any Director so elected pursuant to this Section 5 shall serve out the balance of the term of the Director creating the Vacancy.

Section 6 – Resignations

All resignations shall be tendered to the Chair of the Board or Secretary in writing, and accepted at its next regularly scheduled meeting.

Section 1 – Election

At the meeting of the Directors in December, the Directors shall elect from the Board a slate of Executive officers recommended by the Chair of the Board or incoming Chair. Those officers are comprised of a Chair of the Board, and up to three Vice Chairs (including one who shall be designated as First Vice Chair), a Treasurer and a Secretary of the Board.

Section 2 – Term

The term of office of all officers of the Chamber shall be for one year or until their successors have been duly elected and qualified. The Chair of the Board is eligible to serve no more than two consecutive terms as Chair. Any Director shall be eligible for election to any other office.

Section 3 – Officers & Duties

The Chair of the Board shall be the chief officer of the Chamber, shall preside at meetings of the Board, shall have general supervision of the business and affairs of the Chamber, shall assist in formulating and promoting the general program of the Chamber; shall, subject to approval of the Board, appoint all committees; and shall preside at all meetings of the members of the Chamber. They shall be Chair  of the Executive Committee and a member ex-officio of all other committees of the Chamber. They shall be responsible for the submission to the membership of an annual report of the activities of the Chamber.

The Chair of the Board or Incoming Chair shall, at or before 5:00 P.M. the day preceding the regularly scheduled Board meeting in October, file with the Chair of the Governance Committee their nominees for the Executive Committee, comprising a First Vice-Chair, Second-Vice Chair, Treasurer and Secretary. The Governance Committee will review the Executive Committee nominees and present it to the full Board at the regularly scheduled Board meeting in December with or without their recommendation. The Executive Committee will be elected by a majority vote of the Board.

The elected Vice Chairs shall each be charged with specific duties and areas of responsibility in the programs of the Chamber each year. The First Vice Chair shall perform the duties of the Chair of the Board in the event of the temporary disability of the Chair of the Board or their absence from meetings.

The Treasurer shall be custodian of all funds of the Chamber and, under the direction of the Board of Directors, oversee the financial operations of the Chamber. The Treasurer shall make written reports, monthly, to the Board and to the Annual Meeting of the membership. All disbursements shall be made by check or electronic payment signed and/or authorize  by the Treasurer and in their absence the Chair of the Board, unless there is someone else designated by the Board. The Treasurer shall be the chair of the Finance Committee.

The Chamber shall employ a President and/or a Chief Executive Officer who shall serve at the discretion of the Board. The President and the Chief Executive Officer may be the same person.  They shall attend Board Meetings and Executive Board meetings, when requested to attend by the  Chair. The President and Chief Executive Officer of the Chamber shall, subject to the direction, advice, consent and control of the Executive Committee, prepare and administer the Chamber’s business and affairs, hire and manage personnel, see that all orders and resolutions of the Board are carried into effect, be responsible for sales and marketing, oversee membership, community affairs and public relations and execute binding contracts on behalf of the Chamber. The President shall be responsible for implementing any personnel policies adopted by the Board and keep the Board fully informed of their activities, including keeping the Board informed of staff performance. The Executive Committee shall approve the compensation of all employees  subject to the approval of the Board. The President shall perform such other duties and have such powers as may be designated from time to time by the Executive Committee. At any time when there shall be no President and/or a Chief Executive Officer of the Chamber in office, the Executive Committee shall appoint an Acting President and/or a Chief Executive Officer of the Chamber.

Section 1 -Appointment, Function, Authority

This section shall apply  to the following committees :  Finance, Governance, and Strategic Planning

The Chair of the Board shall appoint, subject to confirmation by the Board, a Chair for each standing committee and special committee that the Board may authorize for the conduct of the affairs of the Chamber. The Chair of each committee shall appoint, subject to the Chair of the Board’s approval, the members of his or her committee.

Each committee shall proceed promptly and expeditiously to perform the project or projects assigned to it within the limits of the responsibilities and duties approved and clearly defined by the Chair of the Board. Reasonable notice of committee meetings shall be given. The members present at any meeting shall constitute a quorum for the transaction of committee business.

All resolutions adopted by committees and all reports and other communications which purport to reflect the attitude of the Chamber shall first be approved by the Board of Directors before being made available either to the membership of the Chamber or to the public, except such resolutions, reports and other communications as shall be approved or authorized in advance by the Board of Directors. In the event any committee fails to discharge the duties assigned to it satisfactorily, such committee may be discharged by the Board of Directors.

Section 2 – Executive Committee

Composition – The Executive Committee shall be composed of the Chair of the Board, the Vice Chairs, the Treasurer, the immediate Past Chair of the Board and the Secretary.

Duties – The Executive Committee shall possess and may exercise all the powers of the Board of Directors unless otherwise specifically provided in the by-laws. A simple majority shall constitute a quorum provided the Chair of the Board or First Vice Chair is present. The Executive Committee shall keep a record of its proceedings, which shall be reported to and be subject to examination by the Board at all times. All acts performed and powers and authority conferred by the Executive Committee from time to time, within the scope of its authority, shall be, and be deemed to be, and may be certified as being, the act and under the authority of the Board. The Executive Committee shall be responsible for periodic review of the fulfillment of the Strategic Plan.

The Executive Committee may suspend or remove a Director or a member of the Chamber  at a special meeting called for such purpose until such times as such suspension or removal may be confirmed by a regular meeting of the Board of Directors.

The Executive Committee shall hold meetings, upon reasonable notice, on the call of the Chair of the Board or a majority of committee. The Executive Committee may, in its sole discretion, conduct certain meetings in private executive session if it believes that the meeting may be covered by attorney work product doctrine or attorney client privilege. The Executive Committee may also conduct a private executive session to protect the confidentiality of an individual employee.

Section 3 – Finance Committee

Composition – The Finance Committee shall consist of at least three Directors, who shall be appointed at the first Board meeting following the Annual Meeting. The Committee Chair shall be the Treasurer of the Board. Additional members may be added at the discretion of the Committee Chair. The Chair of the Board will serve ex-officio.

Duties – The Finance Committee shall cause an annual audit of the financial affairs of the Chamber to be initiated within 120 days of the close of the fiscal year. The Finance Committee will work with the President to oversee the financial operation of the Chamber and when appropriate, make recommendations to the Executive Committee and Board of Directors regarding the financial operation.

The President shall prepare an annual budget of income and expenses and submit same to the Board within 90 days of the close of the fiscal year.  The budget will be established for a one-year period. The Board shall have sole power at all times to alter or amend the budget, in whole or in part. The Finance Committee shall ensure that policies and procedures regarding the financial operation are documented and up to date with industry best practices.

Section 4 – Governance Committee

Composition – The Governance Committee shall consist of at least five Directors. The  Committee shall be appointed by the Chair at the first meeting after the Annual meeting. The Committee will meet not less than three times each year. The Chairof the Board will serve ex-officio.

Duties – The Governance Committee is responsible for ongoing review and recommendations to enhance the quality and future viability of the Board. It focuses on the following six areas, with specific duties dependent on Board needs at any specific time, as well as evolving practice: Board Role and Responsibilities, Board Composition, Board Knowledge, Board Effectiveness, Board Leadership and By-Law Review. Specifically the Committee will:

Present to the Board qualified individuals to be elected as Board members: To support the above-mentioned Board needs, the Governance Committee will solicit nominations for new Directors and consider nominees based on criteria including, but not limited to, experience, expertise, geographic location, business size, and business category. In presenting nominees to the Board, the Governance Committee will also seek to achieve a board composition that reflects the diversity of the chamber’s membership, including, but not limited to, gender, race, age and disability status.

Oversee a process of orientation, including information prior to election and during first cycle of Board activity for new Directors (usually one year).

Pursuant to Article VII, Section 3, review the Chair of the Board’s nominees for the Executive Committee and make a recommendation to the full Board regarding approval.

Periodically review the organization’s by-laws and recommend changes as necessary.

Review all conflicts of interest between Directors and the Chamber.

Section 7 – Strategic Planning Committee

Composition – The Committee shall consist of at least five Directors to be selected and recommended to the Board by the President and/or Chief Executive Officer. The Committee Chair shall be a member of the Board. Additional members may be added at the discretion of the Committee Chair. The Chair of the Board or Directors will serve ex-officio.

Duties – The Strategic Planning and Development Committee will work to ensure that the Chamber Strategic Plan is successfully implemented, updated and amended as necessary. The Committee will focus on long range planning for the Chamber which includes staffing and facilities. Additionally, the Committee will consider ways to expand the organizational capacity of the Chamber through alternative sources of funding.

The fiscal year shall end on the thirty-first day of December.

The Chamber shall indemnify to the fullest extent authorized or permitted by applicable law, including without limitation, the Massachusetts Nonprofit Corporation Act, any person and his or her estate who is made, or threatened to be made, a part of an action, suit or proceeding by reason of the fact that he or she is or was a Director, Officer or employee of the Chamber, acting within the scope of their position, or serves or served on committees at the direction, request and/or expense of the Chamber.

The Chamber shall at all times carry director’s and officer’s liability insurance. Such insurance shall be with a reputable insurance company of the choosing of the Board with coverage limits that shall be determined from time to time by the Board.

The Chamber shall furnish fidelity bonds for the Treasurer in such amounts as the Board shall deem necessary, the cost to be paid by the Chamber.

A conflict of interest transaction is a transaction with the Chamber in which a Director has a direct or indirect interest. A Director of the Chamber has an indirect interest in a transaction if:

Another entity in which the Director has a material interest or in which the Director is a general partner is a party to the transaction; or

Another entity of which the Director is a director, officer or trustee is a party to the transaction.

A transaction in which a Director has a conflict of interest may be approved in advance by the Board by affirmative vote of a majority of the Board, or a committee of the Board, who have no direct or indirect interest in the transaction if the material facts of the transaction and the Director’s interests are disclosed or known to the Board or committee of the Board and the Directors approving the transaction in good faith reasonably believe that the transaction is fair to the Chamber, or as otherwise provided by the Massachusetts Nonprofit Corporation Act as amended from time to time.

The proceedings of Chamber meetings shall be governed by and conducted according to the latest edition of Roberts’ Manual of Parliamentary Rules.

These by-laws may be amended or altered by a two-third vote of the Board at any regular or special meeting called for that purpose provided notice of the proposed change is given in the notice of the meeting mailed or emailed to each member not less than ten (10) days prior to such meetings.

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 or other designated Chamber committee.