UPDATED: September 20, 2005 BYLAWS The Lancaster Chamber of Commerce & Industry (A Pennsylvania Non-Profit Corporation) ARTICLE I - NAME Section 1- Name: The name of this corporation shall be The Lancaster Chamber of Commerce & Industry (hereinafter sometimes referred to as The Chamber.") ARTICLE II - MISSION AND LIMITATION Section 1 Mission: The Lancaster Chamber of Commerce & Industry serves members collective needs and enhances a vibrant business climate for Lancaster County. Section 2 Limitation: 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. ARTICLE III - MEMBERSHIP Section I Eligibility: Any person, firm, association, corporation or partnership whose interest is in concert with the purposes and objectives of The Chamber shall be eligible for membership. Section 2 Election: Application for membership shall be in writing, on forms provided for that purpose. The Board shall vote on and accept or reject each application for membership based on simple majority vote of those present. Section 3 - Classes of Membership: Members shall be assigned by the Board to one of the following classes -. (a) Full - a firm, association, corporation, or partnership; which supports the activities of The Chamber in accordance with the established membership investment program. Full members are eligible to hold office, vote and otherwise participate in the affairs of The Chamber. Organizational Bylaws 1
(b) (c) Affiliate An association with a formally established partnership with The Chamber. Affiliate members are not required to pay dues but can be afforded non-voting Board representation, at the discretion of the full Board. Other The Board can approve other membership classes via a majority vote. Section 4 Dues: Membership dues for each membership class or for categories within membership classes shall be at such rate or rates, and payable at such times and in such manner, as may from time to time be prescribed by the Board. Section 5 Termination: (a) (b) (c) Any member may resign from The Chamber by notifying the Board in writing. Any member may be expelled by a majority of the Board for the non-payment of dues. Prior to expelling the member, the Board shall give the member reasonable notice of the intended action. Any member may be expelled by a two-thirds vote of the Board for conduct prejudicial to the objectives or reputation of The Chamber, such as illegal conduct or deceptive or unethical business practices. In all cases, the Board shall have complete discretion in determining what type of conduct is prejudicial to the objectives or reputation of The Chamber. Before any expulsion for such conduct the Board shall hold a hearing to consider the expulsion. The hearing may be conducted at any regular or special meeting of the Board, and the Board shall notify the member to be expelled at least ten (10) days prior to the meeting of the reasons for the proposed expulsion and the time and place of the hearing. Section 6 - Assignment of Memberships and Voting: Any firm, association, corporation or partnership which is a full member may appoint individual persons as its designees to exercise the member's privileges so long as those designees are employees of the member company. The number of designees which a member may appoint shall be determined by dividing the amount of the member's total annual dues by the minimum dues rate for full membership. Each designee shall be entitled to cast one vote at membership meetings. ARTICLE IV - MEETINGS OF MEMBERS Section 1 -Annual Meeting: The annual meeting of the Chamber shall be held on such date and at such time as may be selected by the Chairman of the board with approval of the Board. Section 2 - Special Meetings: The Chairman, with approval of a two-thirds vote of the Board, may call special membership meetings whenever deemed necessary or desirable. The Board shall call a special membership meeting upon petition signed by not less than 20% of the full member designees, as defined in Article III, Section 3a. Organizational Bylaws 2
Section 3 - Location and Notice: Membership meetings shall be held at such place as shall be prescribed by the Board. Written notice via email, fax or mail shall be given to each member at least five (5) days prior to the day named for the meeting. Section 4 Quorum: Five percent of the current membership shall constitute a quorum for the transaction of business at any regular or special meeting of the membership. ARTICLE V - BOARD OF DIRECTORS Section 1 Powers: The business and affairs of The Chamber shall be managed by its Board of Directors (herein referred to as the "Board.") Section 2 - Number and Term of Office: The elected Board of Directors will consist of up to twenty-seven (27) elected persons representing twenty-seven (27) different Chamber members. Board members are expected to serve one three-year term and are eligible to serve one successive two-year term at the invitation of the Nominating Committee. The Board shall also consist of the following elected officers: Chair of the Board, Chair-Elect, Immediate Past Chair, Secretary/Treasurer, President, Vice President and up to five officers-atlarge. Additional ex-officio Board members representing Chamber affiliates and/or partners are also allowed to serve on the Board of Directors. Ex-officio members serve on an annual appointment and may serve as long as they hold the office by virtue of which they have become directors. No Board member shall be eligible for re-election after they have served two successive full terms of office (i.e. one three-year term and one two-year term), unless they are serving on the executive committee. Board members who have filled an unexpired term for less than two (2) years of a full three (3) year term of office may be eligible to serve a full, three (3) year term. Section 3 - Nomination A Nominating Committee composed of not less than eight (8) directors shall be appointed by the Chair each year. The Nominating Committee shall nominate a slate of proposed Board members to maintain up to 27 director positions. The Nominating Committee shall submit a list of the names of the nominees to the Board for approval no later than the October Board meeting. After approval by the Board, the President shall notify all members of the proposed slate. In addition, members are to be advised that they may propose the nomination of an additional person for election to the Board provided the name of the additional nominee is submitted to the Chair by written communication duly signed by 5% of full members, as defined in Article III, Section 3a no later than November 10. No person shall be nominated for election to the Board until he/she has agreed to serve if elected. Organizational Bylaws 3
Section 4 - Election Procedures: In the event no additional nominations are received within the time limit stated above, the Board may, at the regular November Board meeting, confirm the unanimous election to the Board of the persons placed in nomination by the Nominating committee. In the event one (1) or more nominations in addition to the persons proposed by the Nominating Committee is received, the Board shall arrange for an election by the membership at which voting will be conducted by ballot or any other means deemed appropriate by the Chair. Newly elected Board members shall assume their office at the first Board meeting following their election. Section 5 Meetings: The Board shall hold regular monthly meeting at such times and after such notice as the Board shall deem appropriate, except that meetings shall be optional during the months of July and August. If a regular monthly meeting date, time and place is established by the Board, further notice need not be given of regular meetings. Special meetings may be called at such other times as the Board or the Chairman may determine. Notice shall be given at least twenty-four (24) hours in advance of special meetings by telephone, e-mail, fax or other suitable method. Section 6 - Vacancies: Vacancies occurring within the Board during the fiscal year shall be filled by the Chair with approval of the Board. The office of any Board member who shall be absent from three (3) consecutive regular meetings of the Board may be deemed vacant, at the discretion of the Board by a majority vote of those voting at any meeting thereof. Section 7 Quorum: Twelve (12) members of the Board shall constitute a quorum for the transaction of business at any regular or special meeting of the Board. Section 8 - Directors-at Large: The Chairman may increase the number of directors by no more than two (2) persons and appoint two (2) persons as directors-at-large. An appointment of a director- at-large shall be for a term of one (1) year and shall be subject to the approval of the Board. Any person who is a member or employed by a member of The Chamber is eligible for appointment as director-at-large, including a director or former director whose term on the Board has expired and who is not eligible for re-election to another term of office. Section 9 - Personal Liability of Directors: (a) General Rule - A director of The Chamber shall not be personally liable for monetary damages for any action taken or any failure to take any action, except to the extent that exemption from liability for monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect. The provisions of this Subsection (a) are intended to exempt the directors of The Chamber from liability for monetary damages to the maximum extent permitted under the Pennsylvania Directors' Liability Act (42 Pa. C.S. S8361 et seq.), under the General Associations Act of 1988 (15 Pa. C.S. S511 et seq.), or under any other law now or hereafter in effect. Organizational Bylaws 4
(b) (c) Specific Rule Under Directors' Liability Act - Without limitation of Subsection (a) above, a director of The Chamber shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless: (i) the director has breached or failed to perform the duties of his/her office under Section 8363 of the Director s Liability Act, and under Section 511 of the General Associations Act and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of the preceding sentence shall not exempt a director from: (i) the responsibility or liability of a director pursuant to any criminal statute; or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law. Modification or Repeal - The provisions of this Section may be modified or repealed in accordance with the procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the liability of a director relating to any action taken, any failure to take any action, or events which occurred prior to the effective date of such modification repeal. ARTICLE VI OFFICERS & EXECUTIVE COMMITTEE Section 1 - Designation of Officers: Each year the Board shall elect a Chair, a Chair-Elect, a Secretary/Treasurer, an Immediate Past Chair and up to five (5) additional officers-at-large. All of said officers must be members in good standing of The Chamber who are currently serving on The Chamber Board or have served on The Board within the past five (5) years. The Board shall also each year elect a President and Vice President, if deemed necessary, and such other officers that are necessary. Section 2 Designation of Executive Committee: The Executive Committee shall be comprised of the officers identified above in Article VI, Section 1. The Chair of the Board shall serve as Chair of the Executive Committee. All committee members serve for a one-year, renewable term. The Executive Committee may act for and on behalf of the Board when the Board is not in session, but shall report to the Board all action which it takes. The Executive Committee shall meet once a month or at such times the Chair may determine. Section 3 - Election of Officers: An Officer Nominating Committee composed of the chair, chairelect and not less than 3 past chairs shall be appointed by the Chair to select candidates for each office. No later than the October Executive Committee meeting of each year, the Officer Nominating Committee shall make a written recommendation of a candidate for Chair and Chairelect for the next fiscal year. A copy of this recommendation shall be mailed immediately to each director and, at the regular October Board meeting, the Board shall elect a Chair and Chair-Elect for the next fiscal year. The Officer Nominating Committee shall present candidates for other Chamber offices at the regular December Board meeting, and the Board shall elect persons to fill such other offices at that meeting. Organizational Bylaws 5
Unless otherwise removed, or replaced, all officers shall serve a term of one (1) year and until their successors assume the duties of office. No officer is permitted to serve longer than eight years combined Board and Executive Committee service, unless the ninth year of service coincides with a person s role as Immediate Past Chair. Section 4 - Duties of Officers: (a) (b) (c) (d) (e) The Chair of the Board - will preside at all Board meetings, preside at meetings of the Executive Committee; serve as organization's chief elected officer; spearhead development of Program for Action; encourage participation of Chamber members in the organization's activities; urge adequate financial support of The Chamber's program; recommend candidates for Board approval as members of the Nominating Committee; and to fill any vacancies that occur on the Board itself; serve as ex-officio member of all committees; represent The Chamber on ceremonial occasions; and perform any duties, incident to the office, that may occur during term of office. Chair-Elect - This position is accountable to the Chair of the Board and assists the Chair of the Board in carrying out the duties of his or her office, including serving in place of the Chair in his or her absence. In addition, this individual assists in carrying out the Program for Action, serves as a member of the Executive Committee, Chair of the annual Board Retreat/Planning Meeting, and Chair of the Officers Nominating Committee. Officers-at-Large - The duties of the Officers-at-Large shall be such as their titles by general usage would indicate, as well as those that may be assigned by the Chair and Board of Directors. They will also have under their immediate jurisdiction all committees, pertaining to their general duties and shall serve on the Executive Committee. Secretary/Treasurer - The Secretary/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 on an annual basis. The Secretary/Treasurer is recognized as one of the potential signators for The Chamber checks. The Secretary/Treasurer shall cause a monthly financial report to be made to the Board. The Secretary/Treasurer shall serve as chair of the Finance Council and, with the support of staff, develop an annual budget for presentation to the Board at their November meeting. President - The President shall be the chief executive officer. The President shall cause to be prepared notices, agendas, and minutes of meetings of the Board. The President shall serve as advisor to the Chair on program planning, and shall assemble information and data and cause to be prepared special reports needed. The President shall be an officer of the Board and a member of the Executive Committee and an ex officio non-voting member of all other committees. With assistance of the Board, the President shall be responsible for administration of the Annual Program for Action in accordance with the policies and regulations of the Board. The President shall be responsible for hiring, discharging, directing and supervising all employees. Organizational Bylaws 6
With the cooperation of the volunteers and staff, the President shall be responsible for the preparation of an operating budget covering all activities of The Chamber, subject to approval of the Board. The President shall also be responsible for all expenditures with approved budget allocation. (f) Vice President - The Vice President, if elected, shall assist the President in conducting the administrative affairs of The Chamber and in administering the Program for Action. He/she shall be an officer of the Board and a member of the Executive Committee. ARTICLE VII - COUNCILS AND OTHER VOLUNTEER ASSIGNMENTS Section 1 - Appointment and Authority: The Chair, with approval of the Board, shall appoint all Council Chairs for a term of one-year. No action by any Council, committee or task force, other than the Executive Committee, shall be binding upon or constitute an expression of the policy of The Chamber until it shall have been approved by the Board. Section 2 Councils: The Board of Directors shall organize Councils, as appropriate, around current Chamber priorities. Councils shall be chaired by a member of the Executive Committee, at the recommendation of the Chair of the Board, and will consist of Board and non-board members reflective of the membership of The Chamber. Councils do not have the authority to make policy, but are charged with recommending policy for Board of Directors approval. Section 3 Other: The Executive Committee and/or Board of Directors may create, approve, regulate and/or dissolve other volunteer assignments and groups as necessary. ARTICLE VIII - FINANCES Section 1 - Fiscal Year: The fiscal year of The Chamber shall begin on January 1st and close on December 31 st. Section 2 Funds: All money received by The Chamber shall be deposited in financial institutions approved by the Board on an annual basis at its December meeting. All check disbursements shall be, signed by any two of the following: the Chair, the Treasurer, the President the Vice President, or the Finance Director, in his/her capacity as a senior staff member. Upon approval of the budget by the Board, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board. Section 3 Budget: An annual budget will be presented at the November Executive Committee and Board of Directors meetings. The Board shall vote on the budget at its December meeting. Organizational Bylaws 7
Section 4 - Annual Audit: The accounts of the organization shall be audited annually as of the close of business on December 31 by a certified public accountant. The audit shall at all times be available to members of The Chamber within the offices of the organization. ARTICLE IX - INDEMNIFICATION Section I - General Rule: The Chamber shall, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his heirs, executors and administrators) who was or is a party, witness or other participant or is threatened to be made a party, witness or participant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitations, actions by or in the right of The Chamber) by reason of the fact that he is or was a director or officer of The Chamber, or is or was serving at the request of The Chamber as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Section 2 - Advance Payment of Expenses: The Chamber may advance all reasonable expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) y incurred in connection with the defense of or other response to any action, suit or proceeding referred to in Section I above upon receipt of an undertaking by or on behalf of the person seeking the advance to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that he is not entitled to be indemnified by The Chamber. Section 3 - No Duplication of Payments: The Chamber shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the person seeking indemnification has otherwise actually received payment therefore under any insurance policy, contract, agreement or otherwise. In the event that The Chamber makes an advance payment of expenses to a person, such person shall repay to The Chamber the amount so advanced, if and to the extent that he subsequently receives payment therefore under any insurance policy, contract, agreement or otherwise. Section 4 Insurance: The Chamber shall purchase and maintain at its own expense one or more policies of insurance to protect itself and to protect any director, officer, employee or agent of The Chamber or of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability, or loss incurred by such person in such capacity, whether or not the corporation would have the authority to indemnify such person against any such expense, liability or loss under this Article or under the laws of the Commonwealth of Pennsylvania. Section 5 - Indemnification Agreements: The Chamber shall have authority by vote of a majority of the Board of Directors to enter into an Indemnification Agreement with any person who may be indemnified by The Chamber pursuant to the provisions of this Article or otherwise. Any such Indemnification Agreement may contain such terms and conditions as a majority of the Board of Organizational Bylaws 8
Directors shall in the exercise of their discretion determine to be necessary or appropriate. Such terms and conditions may include provisions for greater or lesser indemnification than provided for in this Article, provisions establishing procedures for the processing or approval of indemnification claims, and other provisions. The fact that the Chamber has not entered into an Indemnification Agreement with any person shall not in any way limit the indemnification rights of such person under this Article or otherwise. Section 6 - Non-exclusivity: The right to indemnification and to the payment of expenses incurred in defending against or otherwise responding to any action, suit or proceeding in advance of its final disposition as set forth in this Article shall not be exclusive of any other rights which any person may now have or hereafter acquire under any agreement, vote of shareholders, vote of disinterested directors, or under any applicable law or under the Articles of Incorporation of The Chamber, or otherwise. Section 7 - Survival of Rights: The indemnification rights provided to a person under the provisions of this Article shall continue after such person ceases to be a director or officer of The Chamber or of another entity, as to any action taken, any failure to take action, or any events which occurred while such person was a director or officer of The Chamber or of another entity. Section 8 Employees: The Chamber may, but shall not be required to, indemnify employees of The Chamber. A decision on whether to indemnify an employee in any instance shall be made by the Board of Directors at its discretion. Section 9 - Modification or Repeal: The provisions of this Article may be modified or repealed in accordance with the procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the indemnification rights of any person as they relate to any action taken, any failure to take action, or events which occurred prior to the effective date of such modification or repeal. ARTICLE X - PARLIAMENTARY RULES Proceedings of the organization shall be governed by and conducted according to the latest editions of Roberts' Manual of Parliamentary Rules. ARTICLE XI - DISSOLUTION The Chamber shall use its funds only to accomplish the objects and purposes specified in these Bylaws, 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 philanthropic organizations to be selected by the Board of Directors as defined in IRS Section 501(c)(3). Organizational Bylaws 9
ARTICLE XII - AMENDMENTS Section I - Amendments or Provisions: Except where approval by members is required by law, these Bylaws may be amended or repealed by a majority vote of the Board at any regular or special meeting of the Board. This power shall be subject always to the power of the members to change such action or otherwise amend or repeal the Bylaws. An explanation or summary of any proposed action to amend or repeal Bylaws shall be submitted to the Board of the membership, as may be applicable, in writing at least ten (10) days before the meeting at which it is to be acted upon. RESOLVED FURTHER, that these Bylaw changes are effective immediately. Organizational Bylaws 10