HomeMy WebLinkAboutConstitution and By-Laws CONSTITUTION AND BY-LAWS s OF THE GREATER CHAMBERSBURG 21ST CENTURY PARTNERSHIP, INC. ARTICLE I PREAMBLE The Greater Chambersburg 21St Century Partnership Inc. is organized to address regional planning concerns. ARTICLE II NAME The Corporation shall be known as the "Greater Chambersburg 21St Century Partnership Inc." ARTICLE III • PURPOSE This corporation is formed for the purpose of considering and discussing questions and subjects pertaining to the best methods for the improvement of the Greater Chambersburg Area and the promotion of mutual cooperation among the various elements of the private and public sectors. This Corporation shall serve in an advisory capacity and offer its recommendations to the leadership and/or governing bodies of the Greater Chambersburg Area. ARTICLE IV MEMBERSHIP Section 1. Membership shall consist of representatives from the private and public sectors, which number shall be determined as necessary, and an independent chairperson. Each member shall be eligible to vote at each meeting. Voting members shall be provided by the following organizations: Joint Townships; the Borough of Chambersburg (2 members); the Townships of Guilford, Hamilton and St. Thomas; The Chambersburg Chamber of Commerce (2 members); the Franklin County Builders Association; the Chambersburg Area United Churches; • the Franklin County Farmer's Association; Summit Health; Downtown Chambersburg, Inc.; Franklin County Reuse Committee; Franklin — Fulton • County Banker's Association; CADC; CCIA; LIDA; Franklin County Housing Authority; United Way; Penn-Mar Association of Realtors; Franklin County Commissioners; Chambersburg Area School District. Section 3. New members of the board may be nominated by any existing member of the Board; membership will be decided by a majority vote at a regular board meeting. ARTICLE V OFFICERS Section 1. The Officers of the Board shall consist of a (1) Chairman independently selected by the Board; (2) two Vice-Chairmen, one each from the public and private sector; (3) Secretary; (4) Treasurer. The Secretary and Treasurer shall keep all records accurate and current at all times and be subject to an annual audit. Section 2. • The term of service for the Chairman shall be two years. The term of service for the Vice-Chairmen shall be two years. Secretary and Treasurer shall be for one year. The Chairman shall begin his term of service on a different year than the Vice-Chairmen, so that the Chairman and Vice Chairmen never all leave office at the same time. The term of office shall begin on the first Monday of January of each year. Section 3. The Officers of the Board shall be elected in November of the year prior to their term beginning the first Monday of January. In the event that a Board member is unable to attend the November meeting at which time Officers of the Board are elected, a proxy vote will be accepted by the Chairman. ARTICLE VI DUTIES OF OFFICERS Section 1. The Chairman shall call all regular meetings, preside at all meetings, appoint all committees and be an ex-officio member of each and perform all other duties generally incumbent on a Chairman. Section 2. • The two Vice—Chairman shall preside at meetings in the absence of the Chairman and perform such other duties as assigned. In the event the Chairman is unable to attend a scheduled meeting, the Chairman shall designate which Vice-Chairman is to preside in his absence. Section 3. It shall be the duty of the Secretary to keep records of the membership, record the attendance at meetings, record and preserve the minutes of such meetings, and perform all other duties that the Chairman may require. Section 4. The Treasurer of the Board shall receive and collect all monies due the Board and shall deposit same in a bank in the name of the Board and pay out same on approved orders. Section 5. The Board may or may not require that the Treasurer be bonded, and if bonded, • it shall be at the expense of the Board. ARTICLE VII SUCCESSION IN OFFICE Section 1. In case the Chairman should for any reason be unable to perform the duties of his office, the co-Vice-Chairman as the Chairman may designate or as the full Board may appoint shall serve in his stead until the Chairman is again able to serve. Section 2. In case the Secretary or the Treasurer becomes incapacitated to perform the duties of the office or to direct them to be done, then the Chairman with the approval of the Board shall appoint someone with full authority to serve until such time as the Secretary or the Treasurer is again able to perform the duties. Section 3. • The Officers shall not serve more than six (6) years consecutively. • Section 4. If any time a member of the Board perceives that an officer is not performing his duties, the matter shall immediately be brought to the attention of the Board for discussion and action. An officer may be removed for cause upon majority vote of the body at any meeting where a quorum of all members of the Board are present. ARTICLE VIII COMMITTEES Section 1. The Chairman shall appoint the following standing committees: Nominating Committee Auditing Committee Budget Committee Each committee shall consist of individuals selected by the Chairman. The Chairman shall also appoint special committees for specific purposes as occasion may require. • Section 2. The Nominations Committee shall present to the Board the names of persons who are suitable and eligible to serve as Officers of the Board. Other nominations may be offered from the Board. Section 3. The Auditing Committee shall be appointed to audit the accounts of the Treasurer. This committee shall make its report annually to this Board and may make recommendations to better serve the Board. ARTICLE IX FUNDING Section 1 . It is the intention of this Board to become financially independent. Attempts will be made to secure independent funding for this organization. • • Section 2. The Budget Committee shall be responsible for formulation of an annual budget. The budget shall be presented and approved each year at the November meeting. Section 3. As part of the annual budget process, attempts will be made to identify and approve potential funding sources. Any funds becoming available during the course of the years not approved as part of an annual budget will be brought before the Board for its review. ARTICLE X MEETINGS Section 1 . Monthly meetings shall be held at a time and place within the Greater Chambersburg Area as shall be determined by the Board. The format of each meeting shall follow Roberts Rules of Order. Other meetings of the Board may be • held at the call of the Chairman. Section 2. A quorum to conduct business and take action shall be a majority of members. Once established, a quorum shall remain throughout the meeting. A simple majority of those members present shall control the outcome of all votes unless a different standard is set forth in these By-Laws. Section 3. If a Board member is unable to attend any scheduled meeting notification must be given directly to the Chairman or his designee in order to be excused. If a Board member has three unexcused absences in any one year it is expected that the Board member will promptly submit his resignation to the Chairman. In the alternative, the Board shall have the option of voting upon such a member's dismissal from the Board for three unexcused absences in one year and requesting a replacement from said organization represented. • ARTICLE XI AMENDMENTS This constitution and By-Laws may be repealed, altered or amended in whole or in part by the Board. In order for a vote to be taken on any such amendment to the Constitution and By-Laws, two-thirds of all members of the Board must be present and a simple majority of those present will then control. Any proposed amendments to the Constitution and By-Laws must be submitted to the members of the Board of ten (10) days prior to the meeting at which the vote is to be taken on the proposed amendments. ARTICLE XII ADOPTION These By-Laws approved and adopted by a majority vote of members on Secretary Eugene Ga an •