The New City chamber of Commerce is organized
to advance the general welfare and prosperity of
the New City area so that its citizens and all areas
of its business community prosper.

All necessary means of promotion shall be
provided and particular attention and emphasis
shall be given to the economic, civil, commercial,
industrial and educational interests of the area.
The New City Chamber of Commerce shall be
nonpartisan, non sectional, nonsectarian and
shall take no part in, or lend it's support to the
election or appointment of any candidate for
state, county, city or federal office.

Any person, partnership, association or
corporation interested in the general welfare of
New City shall be eligible to membership.

Chamber members welcome the opportunity to
meet informally with each other, hear and share
their concerns about operating a business in
New City and then have an impact on effecting
change.

Members meet regularly to exchange ideas for
promotion of New City as an attractive place to
live, work, play and shop.

The Chamber continually meets with Clarkstown
officials to discuss ways to improve parking, road
conditions, and beautification and traffic
congestion.
About Us
BY-LAWS OF THE NEW CITY CHAMBER OF COMMERCE

ARTICLE I
GENERAL

Section 1   NAME
This organization is incorporated under the laws of the State of New
York and
shall be known as the New City Chamber of Commerce.

Section 2   PURPOSE
The New City Chamber of Commerce is organized to advance the
general welfare and prosperity of the New City Area so that its citizens
and all areas of its business community shall prosper.
All necessary means of promotion shall be provided and particular
attention and emphasis shall be given to the economic, civil,
commercial, industrial and educational interests of the area.

Section 3   AREA
The area encompassed by the activities of the Chamber shall be the
Hamlet ofNew City in Rockland County.

Section 4 Policy &  LIMITATIONS
A)The New City Chamber of Commerce shall be nonpartisan,
nonsectional, nonsectarian and shall take no part in, or lend its
support to, the election or appointment of any candidate for state,
county, city, or federal office.
B.  Harassment of any kind is not productive and will not be tolerated
by this Chamber.  Any individual who is subject to verbally abusive
language and or who experiences inappropriate physical touching or
suggestive language is encouraged to report it immediately to the
President who will ask the Board of Directors at the next regular
meeting or a special meeting of the Board of Directors to take
appropriate corrective action.

C.  Conflict of Interest - Any Director with an actual, perceived or
potential conflict of interest is required to disclose such conflict of
interest to the Chamber's Board of Directors prior to the Board's
action upon any matter perceived to create a conflict of interest.  No
Director with a conflict of interest may cast a vote where a conflict of
interests exists.

D.  Duty of Loyalty - No officer or director shall engage in, or condone,
any conduct that is disloyal, disruptive, damaging or competes with
the Chamber.  No officer or director shall take any action, or establish
any interest, that compromises his/her ability to represent the
Chamber's best interest.

E.        If there is any conflict between the provisions of the certificate of
incorporation and the by-laws of
the Chamber provisions of the certificate of incorporation shall govern.

Section 5  Amendment

Only after all Chamber members have received at least 10 days prior
notice of intent to amend these by-laws, (such notice must contain a
complete description of any changes), these by-laws may be
amended, repealed or altered in whole or in part by a majority vote of
the membership at the Annual Meeting or at a special meeting of the
membership called for that purpose or by the majority vote of the
Board of Directors at any regular or special meeting of the Board
called for that purpose, excepting that the Board shall have no
authority to amend, repeal or alter any by-law effecting the rights and
responsibilities of the membership as defined by the by-laws and or
statue.  Any by-law adopted by the Board may be amended or
repealed by the general membership.



Section 6  Insurance

The Chamber is required to purchase director's and officer's liability
insurance.  To the extent permitted by law, such insurance shall
insure the Chamber for any obligation it incurs as a result of all good
faith actions legally taken by the Chamber and it's directors under
these by-laws.  The insurance may directly insure the directors,
officers, employees or volunteers of the Chamber for liabilities
against which they are not entitled to indemnification under these by-
laws, as well as for liabilities against which they are entitled to be
indemnified.  

ARTICLE II
MEMBERSHIP

Section 1   ELIGIBILITY
Any person, partnership, association or corporation interested in the
general welfare of New City shall be eligible to membership in the
Chamber of Commerce.

Section 2   ELECTION To Membership
Applications for membership shall be in writing, on forms provided for
that purpose, and signed by the applicant.  The membership
Committee shall review all application and submit them to the Board
of Directors with its recommendation. Election  of  members shall be
by the Board of Directors at any meeting thereof.  Any applicant to be
elected shall become a member upon payment of the regularly
scheduled dues as provided in Section 3 of Article II. The fiscal year
runs from January 1 to December 31st.

Section 4   TERMINATION
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 after
ninety (90) days from the date due, unless otherwise extended for
good cause; c) Any member may be expelled by a two-thirds vote of
the Board of Directors, at 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.

Section 5   VOTING
Any partnership, association or corporation eligible to membership
may acquire more than one membership, but not exceeding three
memberships, by undertaking to pay an additional annual
dues of each such membership, and shall designate an individual or
represent each such membership, subject to the approval of the
Board of Directors.  Each paid member shall be entitled to cast one
vote.

A.  Election of Directors.  Members of the Board of Directors shall be
elected by a plurality of the votes cast at the Annual Meeting of the
general membership except as may otherwise be required by law, the
certificate of incorporation and/or these by-laws.

B.        Other actions of the membership.  Whenever any action other
than the election of directors is to be taken by vote of the membership,
it shall, except as otherwise may be required by law, the certificate of
incorporation and/or these by-laws, be authorized by a majority of the
votes cast at such meeting.  



Section 6   EXERCISE OF PRIVILEGES
Any person, partnership association or corporation holding one or
more memberships shall have the right at any time to change any or
all of its representatives upon written notice to the Chamber of
Commerce.  Each partnership, association or corporation shall
designate an individual by whom the privileges of
membership shall be exercised.

Section 7   HONORARY MEMBERSHIP
Distinction in public affairs shall earn 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 vote, upon written notice to the
members of the Board .



ARTICLE III MEETINGS

Section 1   ANNUAL MEETING
The annual meeting of the Chamber of commerce shall be held on a
date priorto December 31 to be determined by the Board of Directors
at least thirty (30 days in advance of the meeting.
Notice thereof shall be mailed or emailed to each member at least
ten (10) days before said meeting.

Section 2   ADDITIONAL MEETINGS
The Board of Directors may provide for holding general membership
meetings whenever it may be considered necessary or desirable.  
The Board of Directors shall call a general membership meeting
upon petition signed by not less that ten percent of the members.
Committee meetings may be called at any time by the President or by
its Chairman.  
Notice of both regular and special meetings shall be given to each
member in person or by mail or email to the last known post office
address at least five days in advance of day of meeting.

Section 3 Quorums


A.  Meetings of the general membership, either regular or special, a
number equal to or greater than 1/4 (25%) of all members in good
standing and qualified to vote, shall constitute a quorum.

B.  Meetings of The Board of Directors - at all meeting of the Board of
Directors 1/2 (50%) of the current total of the number of directors shall
constitute a quorum.

C.  When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any members.


ARTICLE IV.

Board of Directors

Section 1.  General Management.  The general management of the
affairs of this Corporation shall be vested in a Board of Directors.  The
Board of Directors shall have control of the property of the Corporation
and shall determine its policies with the advice of its various
committees.  It shall have power to employ necessary staff and other
help, authorize expenditures and take all necessary and proper steps
to carry out the purposes of this Corporation and to promote its best
interest.

Section 2.  Number.  There shall be at least five (5), but no more than
seventeen (17), seats on the Board of Directors, including Officers.

Section 3.  Qualifications.  Each member of the Board of Directors
must be at least eighteen (18) years of age and a Member of the
Corporation.

Section 4.  Compensation.  Members of the Board of Directors shall
receive no compensation for their services but may be reimbursed for
the expenses reasonably incurred by them in the performance of their
duties.  

Section 5.  Selection Procedure of Directors, Terms of Office &
Vacancies.

5.1.  Selection.  The Membership shall elect all Directors of the
Corporation.  

5.2.  Selection Procedure.  All Members entitled to vote shall cast a
vote for a number of candidates equal to the number of vacancies to
be filled until the required number of Board members, as specified in
Section 2 of this article, is achieved.   If, at any time during this
process, there is a tie among a number of candidates, which number
is greater than the number of vacancies remaining, the voters shall
thereupon vote again, casting a number of votes equal to the
remaining vacancies.  Only the candidates who are tied may run in
this subsequent election.  The remaining vacancies shall be filled as
outlined above.  All subsequent ties shall be dealt with as outlined
herein.

5.3.        Terms of Office.  The term of office for a Board member shall
be three (3) years unless otherwise provided in these By-Laws.  One-
third of the members shall be selected every three years.  The terms
of office for all Directors shall begin on the day of their election and
shall conclude upon the election of their successors.  No Director
may serve more than two (2) consecutive terms.  
The year following the date of the adoption of these by-laws the
rotation of the board members shall go into effect with each term
category shown for current members of the board of directors to be
considered the length of the first of two possible terms. At the 31st of
December each board members length of term will be reduced by
one year. All members who then have “0” years left of their current
term must stand for re-election if they are eligible. If they have already
served 2 terms they will not be eligible to return to the board for at
least a one year interval. After a 1 year interval former board members
may again stand for election.

5.4.  Vacancies.  A vacancy in office shall arise upon the death,
resignation, removal or lapse of membership of a Director.  Except in
the cases of the office of President, a vacancy on the Board of
Directors occurring in the interim between annual meetings shall be
filled by an interim successor appointed by the Board of Directors.  At
the next annual meeting following the vacancy, the Membership shall
elect a permanent successor for the vacated position.  In the event
that the interim successor is subsequently elected to serve as a
permanent successor, the first year of his/her term shall be deemed
to have commenced upon his/her election, without regard to the
duration of interim service.

Section 6.  Resignation.  A Director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary
of the Corporation.  Unless otherwise specified in notice, the
resignation shall take effect upon receipt thereof by the Board of
Directors, the President or the Secretary, and the acceptance of the
resignation shall not be necessary to make it effective.

Section 7.  Suspension & Removal.

7.1.  Suspension.  Any or all of the members of the Board of Directors
may be suspended for cause by a two-thirds (2/3) majority vote of the
Board, provided there is a quorum for the meeting at which the action
is taken.  The period of suspension can last only until such time as
the next regularly scheduled Annual Meeting or a Special Meeting of
the Membership called for that purpose.  At any meeting where a vote
is to be taken to suspend a member of the Board, the Director in
question may attend an shall be given a reasonable opportunity
argue in his/her defense.

7.2.  Removal.  Any or all of the Directors may be removed with or
without cause by a two-thirds (2/3) majority vote of the Membership at
the Annual Meeting or a Special Meeting of the Membership called for
that purpose, provided there is a quorum for the meeting at which the
action is taken.  

Section 8.  Meetings.
The Board of Directors shall endeavor to convene Regular Meetings
on a monthly basis.  Regular Meetings of the Board of Directors may
be held, with, or without, notice at such times as may he fixed from
time to time by resolution of the Board of Directors.  Special Meetings
of the Board of’ Directors shall be held whenever called by the
President, the Secretary, or any three (3) Directors.  Notice of Special
Meetings shall be given personally or by telephone, electronic mail,
facsimile or first class mail and shall state the purposes, time and
place of the meeting.  If notice is given personally or by telephone it
shall be given not less than three (3) days before the meeting; if it is
given by electronic mail, facsimile or first class mail, it shall be given
not less than five (5) days before the meeting.  Notice of a meeting
need not be given to any Director who submits a waiver of notice
whether before or after the meeting or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of
notice to him or her.

Section 9.  Quorum.  A quorum shall be required for the legal and
proper conduct of the business of the Board of Directors.  A majority of
the total number of members of the Board of Directors then in
existence shall constitute a quorum for the transaction of any
business.  When a quorum is once present to organize a meeting, it
is not broken by the subsequent withdrawal of any Members.

Section 10.  Adjournment.  A majority of directors present at a meeting
of the Board of Directors, whether or not a quorum is present, may
adjourn any meeting to another time and place.  Notice of the
adjournment shall be given to all Directors who were absent at the
time of the adjournment, and unless such time and place are
announced at the meeting, to the other Directors.


Section 11.  Organization.

11.1.        Chairperson.  At all meetings of the Board of Directors, the
President, or, in his/her absence, the Vice-President or, in his/her
absence, another Director chosen by the Board shall preside.  

11.2        Secretary.  At all meetings of the Board of directors, the
Secretary, or, in his/her absence,  
any Assistant Secretary or, in his/her absence, another Director
chosen by the Board shall act as secretary of the meeting.


Section 12.  Voting.  Each member of the Board of Directors shall
have one vote.  A majority vote of those present, provided there is a
quorum, shall be sufficient on any proposition presented and acted
upon at a meeting.

Section 13.  Action by the Board of Directors.

13.1.  Action Defined.  Except as otherwise provided by law or in these
By-Laws, an “Action,” or “Act,” of the Board of Directors shall mean an
action at a meeting of the Board authorized by vote of a majority of the
Directors present at the time of the vote, provided a sufficient quorum
is present.  

13.2.  Written Consent.  Any action required or permitted to be taken
by the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or the committee
consent in writing to the adoption of a resolution authorizing the
action.  The resolution and the written consents thereto by the
members of the Board or committee shall be filed with the minutes of
the proceedings of the Board or committee.

13.3.  Electronic Communication.  Any one or more members of the
Board of Directors or any committee thereof may participate in a
meeting of such Board or committee by means of a conference
telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in
person at a meeting.


Section 14.  Attendance.  
The Board of Directors shall meet monthly. Absence from 3 regular
meetings, without an excuse deemed valid and so recorded by the
board of directors, shall be construed as a resignation. A vacancy on
the board may be filled by the board until the next annual meeting of
the chamber, when it shall be filled by the members of the chamber.

Section 15.Annual Report.
The organization will comply with all regulations and filing
requirements set forth by the Internal Revenue Service, New York
State and any other state in which business is performed. The
organization will retain the services of a qualified professional or
Certified Public Accountant knowledgeable in nonprofit regulations for
the preparation of required financial statements and/or tax returns to
ensure compliance.

Article V .  Officers

Section 1. Determination of Officers.
Within 10 days after the annual election, the directors shall meet and
elect officers for the ensuing year, a president, a first vice president, a
second vice president,
A treasurer and a secretary. All officers shall be members of the
board of directors and the term of office of all officers shall be for one
year, but the officers may hold office until their successors have been
duly elected & qualified.
The term of office of all officers, however, shall be subject to
discontinuance of the board of directors.

Section 2. Duties of Officers.


__  President.  The President shall be the principal executive officer of
the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation.  He/she shall preside at all
meetings of the members and of the Board of Directors.  The
President, the Secretary or any other proper officer of the Corporation
authorized by the Board of Directors may sign any deeds, mortgages,
bonds, contracts or other instruments that the Board of Directors has
authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of
Directors or by these by-laws or by statute to some other Officer or
agency of the Corporation.  In general the President shall perform all
duties as may be prescribed by the Board of Directors from time to
time.

__  Vice President.  In the absence of the President, or in the event of
his/her inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting shall have all the powers
of and be subject to all the restrictions upon the President.  The Vice
President shall perform such other duties as from time to time may
be assigned to him/her by the President and/or the Board of
Directors.  

__  Secretary.  The Secretary shall keep the minutes of the meetings
of the Members and of the Board of Directors in one or more books
provided for that purpose, see that all notices are duly given in
accordance with the provisions of these by-laws or as required by
law, and be custodian of the corporate records of the Corporation.  
The Secretary shall keep a register of the post office address of each
member and, in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to him/her by the President and/or the Board of Directors.  In
addition, the Secretary shall notify members of their election to office
or their appointment to committees and keep a record of the
transactions of the Corporation and of the Executive Board.

Treasurer.  The Treasurer shall be responsible for the supervision of
an account of all monies received or expended by the by the
Corporation and shall keep the board informed on all pertinent
financial matters.  The Treasurer shall provide a financial report at all
regular meetings of the Board of Directors in a format prescribed by
the Board; shall serve as the board’s liaison with the independent
auditor; and shall serve as a member of the Audit and Finance
Committee.  In general, the Treasurer shall perform all the duties
incident to the office of Treasurer and such other duties as from time
to time may be assigned to him/her by the President or by the Board
of Directors.  

Professional Manager.  The Board of Directors may employ an
Executive Director (chief administrative officer) who shall have general
charge, subject to the overall control and direction of the Board,
oversight and direction of the affairs and business of the Corporation,
and sole responsibility for the employment and discharge of staff.  
The Executive Director shall be the principal administrative officer of
the Corporation, charged with the duties of effectuating the purposes
of the Corporation, carrying out the directives of the Board of Directors
and the Membership in performing any and all functions necessary
and proper to ensure that the policies, objectives and aims of the
Corporation are carried out.  

Immediate Past President. The duties of the Immediate Past
President are to ensure the transition for the new President goes
smoothly. They will act as an advisor to the president and will act on
the Presidents behalf when called upon.

Article VI . Committees

Section 1.  Appointments.

1.1.  Standing Committees.  By a majority vote, the Board of Directors
shall appoint members of the Board to serve on the following
standing committees:  Executive; Audit & Finance; and Board
Development.

1.2.  Ad Hoc Committees.  Additional committees may be created and
committee members appointed by a majority vote of the Board of
Directors as may be needed for special purposes.

Section 2.  Powers and Responsibilities.  Each committee and every
member thereof shall serve at the pleasure of the Board of Directors.  
Except as otherwise be provided by Section 6 of this Article, no
committee shall have the power to represent, bind or otherwise
speak for the Corporation without the express consent of the Board of
Directors.  Each committee shall keep minutes of proceedings and
regularly report to the Board of Directors.  

Section 3.  Qualifications.  The Board of Directors may establish
qualifications for committee membership.  

Section 4.  Meetings.  Unless otherwise provided herein, meetings of
committees, of which no notice shall be necessary, shall be held at
such time and place as shall be fixed by the President of the
Corporation or the Chairperson of the Committee or by a majority vote
of all of the members of the Committee.

Section 5.  Quorum and Manner of Acting.  Unless otherwise provided
by resolution of the Board of Directors, a majority of all of the
members of a committee shall constitute a quorum for the
transaction of business and the vote of a majority of all of the
members of the committee shall be the act of the committee.  The
procedures and manner of acting of the committees of the Board
shall be subject at all times to the Directions of the Board of Directors.

Section 6.  Executive Committee.  The Board of Directors shall be
comprised of the elected Officers of the Corporation, to wit:  President,
Vice President, Secretary and Treasurer.  Additional members of the
Board of Directors may be appointed to serve on the Committee at the
discretion of the Board.  The President shall serve as the Chair of the
Executive Committee.  The Executive Committee shall maintain
surveillance of the business and affairs of the Corporation and shall
be empowered to transact only such business as may be necessary
between meetings of the Board of Directors.  The Committee shall be
responsible for overseeing the personnel affairs of the Corporation,
including, but not limited to developing and reviewing personnel
policies and hiring, training, supervising evaluating and, if necessary,
terminating the Corporation’s Executive Director.  The Committee
shall also be responsible for ensuring that the Corporation engages
in strategic planning.  Meetings of the Committee may be called by
the Chair or by any two (2) members of the Committee.  The
Committee shall submit a report of its actions at all regularly
scheduled or special meetings of the Board of Directors.

Section 7.  Audit & Finance Committee.  The Audit and Finance
Committee shall be comprised of appointed members of the Board of
Directors, excepting that in no circumstance shall the Corporation’s
independent auditor; or a partner, associate or employee of the
auditor’s firm or practice; or, an immediate family member or
household member of the auditor, or a partner, associate or
employee of his/her firm or practice serve on, or otherwise volunteer
his/her services to, the Committee.  The Treasurer of the Corporation
shall serve as a member of the Committee, but shall be precluded
from serving as its Chair.  The Committee shall develop a budget for
approval by the Board of Directors; propose policies governing the
finances of the Corporation for adoption by the Board; review any and
all audits of the Corporation or any of its programs or contracts
performed at its behest; and, respond in writing, subject to the
ultimate approval of the Board of Directors, to such audits, including
the management letter, stating any and all remedies to deficiencies
or improvements in fiscal policies and procedures cited o r
recommended.

Section 8.  Board Development Committee.  The Board Development
Committee shall consist of members of the Board of Directors.  The
Committee shall be responsible for ensuring that the composition of
the Board of Directors accurately reflects the terms of Board and
Committee members; regularly assessing the composition and
function of the Board; recruiting and nominating Officers and
Directors, and; coordinating orientation for new Directors and
assuring the continued development and training of the Board.

  Article VII. Finances

  Section 1.Funds   All money paid to the chamber shall be placed in
a general operating fund.
                                 Funds unused from the current year’s budget will
be placed in a reserve account.

Section 2. Disbursements
Upon approval of the budget, the President, Executive Director and the
Treasurer are authorized to make disbursements on accounts and
expenses provided for in the budget without additional approval of the
board of directors . Disbursements shall be by check & require 2
signatures for amounts exceeding $500.00 U.S.

Section 3. Fiscal Year
The fiscal year will end on December 31st of each calendar year.

Section 4. Budget
As soon as possible after election of the new board of directors and
officers, the finance committee shall compile
a budget of estimated expenses for the coming year and submit it to
the board of directors for approval.

                            Section 5. Annual Audit
The accounts of the chamber of commerce shall be audited annually
at the close of business on December 31st
by a public accountant. The audit shall at all times be available to
members of the organization within the offices of the chamber.

                Article VIII. Dissolution
This Corporation may be dissolved by a two-thirds (2/3) majority vote
of the Board of Directors, following a dissolution plan prepared by the
Board.  Upon dissolution of the Corporation, any residual assets
shall be donated to a not-for-profit organization(s) with purposes of
this Corporation.

Article IX. Proceedings
The current edition of Roberts Rules of Order shall be the final source
of authority in all questions of parliamentary procedure when such
rules are not consistent with the charter by-laws of the Chamber.

Article X. Amendments
Section 1. Revisions
These by-laws may be amended or altered upon written notice of the
proposed amendment by a 2/3 vote of the board or by a majority of the
members at any regular meeting.