* Section 1 NAME
     This non-profit organization is incorporated under the laws of the Commonwealth of Pennsylvania and shall be known as the Gettysburg Adams Chamber of Commerce, Incorporated, hereinafter called the “Chamber”.

*Section 2 PURPOSE
     The Gettysburg Adams Chamber of Commerce is a not-for-profit community service organization dedicated to promoting and strengthening quality of life by providing programs that enhance economic and civic well being.

     In order to achieve its Mission, the Chamber operates under the following Guiding Principles:

     1.  The Chamber preserves and strengthens the private enterprise system.

      2.  The Chamber represents business, agricultural, professional, industrial, educational, and community interests that enhance economic and civic well-being.

     3.  The Chamber partners with regional efforts to seek new business and industrial opportunities for the Adams County area while protecting and enhancing the present quality of life.

      4.  The Chamber participates in and supports appropriate state and local activities and encourages members to participate in these programs.

      5.  The Chamber endeavors to ensure that local, state and federal legislation and regulations are beneficial to economic development of the area and encourages an open exchange of ideas and information.

      6.  The Chamber provides a vehicle through which community issues may be collectively identified and addressed by providing opportunities to come together in a neutral and open forum.

      7.  The Chamber adapts to change.

*Section 3 SERVICE AREA
     The Chamber Service Area is defined as Adams County, Pennsylvania.

*Section 4 YEAR
     The Chamber year shall be the calendar year.

*Section 5 LIMITATION OF METHODS
     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.

*Section 1 APPLICATION PROCESS
     Any person, association, corporation, partnership, organization, or estate having an interest in the mission of the Chamber shall be eligible to apply for membership.  The application for membership shall be in writing, on the form provided by the Chamber for that purpose, and signed by the applicant.  An investment check shall accompany the membership application.

*Section 2 MEMBERSHIP ACCEPTANCE
     All membership applications shall be presented to the Board of Directors at their next regular meeting for approval.

*Section 3 MEMBERSHIP INVESTMENT
     Membership investment shall be at such rate or rates, schedule, or formula as may be from time to time prescribed by the Board of Directors, and payable annually in advance.

*Section 4 TERMINATION
     A.  Any member may resign from the Chamber upon written request to the Board of Directors.

      B.  Any member may be expelled by the Board of Directors by a two-thirds (2/3) vote for nonpayment of dues after ninety (90) calendar days from the date due, unless otherwise extended for good cause by the Board of Directors.

      C.  Any member may be expelled by a two-thirds (2/3) vote of the Board of Directors, at a 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 to the member against which there is a complaint.

*Section 5 VOTING
     In any proceeding in which voting by members is called for, each member of record, whether an individual or an organization, in good standing, as determined by the payment of dues in accordance with the current Chamber investment schedule, shall be entitled to cast one (1) vote.

*Section 6 ORIENTATION
     As needed and determined by the President, orientation on the purposes and activities of this Chamber shall be conducted for any or all of the following groups:  new directors, officers, committee leaders, committees, and members.

*Section 7 HONORARY MEMBERSHIP
     Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, except the right to vote at membership meetings, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.

*Section 8 MEMBERSHIP PRIVILEGE
     Copies of the By-Laws and annual audit may be obtained at the Chamber Office. Board and committee minutes are on file in the Chamber Office, and may be reviewed upon request.

*Section 1 ANNUAL MEETING
     The annual meeting of the Chamber, in compliance with state law, shall be held each year at a time and place which shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) business days before said meeting.

*Section 2 ADDITIONAL MEETINGS
     A.  General Membership Meetings:  General meetings of the Chamber may be called by the Chairman at any time or by petition in writing of one fourth (1/4) of members in good standing.  Written notice, including the purpose of the meeting, shall be mailed to each member at least ten (10) business days prior to any such meeting.

     B.  Board of Directors Meetings:  Regular meetings of the Board of Directors shall be held once per month, customarily on the first Friday of each month at 7:30 a.m., or as scheduled by the Board.  Notice thereof shall be by mail, e-mail, fax or telephone at least five (5) business days prior to such meetings.  Special meetings of the Board of Directors may be called by the Chairman thereof, or by written petition to the Chairman of any nine (9) members thereof in good standing.  Notice, including the purpose of the special meeting, shall be transmitted to the Board of Directors at least one (1) business day prior to the meeting.

      C.  Committee meetings may be called at any time by the Chairman or the committee's chair.

*Section 3 QUORUMS
      A.  At any duly called General Membership Meeting of the Chamber, one-third (1/3) of the voting membership shall constitute a quorum.

      B.  A majority of the Board of Directors, as constituted at the time the meeting is called, shall constitute a quorum.

      C.  A majority of each committee shall constitute a quorum, except when a committee consists of more than nine (9) members, then five (5) members thereof shall constitute a quorum.

      D.  The presence of three (3) members (excluding the President) at any Executive Committee meeting shall constitute a quorum.

      E.  The members present at the annual meeting, called in compliance with the provisions of Article III, Section 1, shall constitute a quorum.

*Section 4 CONSENT IN LIEU OF MEETING
     Any action which may be taken at any meeting of the membership, the Board of Directors, or any standing committee may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed or electronically confirmed by e-mail, by a majority of respectively entitled voters.

*Section 5 MINUTES
     Minutes shall be taken of all Chamber Board of Director, and committee meetings, and distributed to the respective members for each as soon as conveniently possible, but in no event later than the next such meeting.

*Section 1 COMPOSITION OF THE BOARD
     The Board of Directors shall be composed of no more than nineteen (19) and not less than fifteen (15) elected members in addition to the President, a non-voting member.  Not less than five (5) Directors shall be elected annually to serve for three (3) years, or until their successors are elected and qualified.

*Section 2 SELECTION AND ELECTION OF DIRECTORS
     A.  All Directors shall be members of the Chamber, or shall be gainfully employed by a member of the Chamber, but need not be residents of Pennsylvania.  Only one (1) Director shall be entitled to serve on the Board of Directors from any one (1) membership at a given time.

      B.  The Chairman shall appoint the Chair of the Nominating Committee who, in turn, shall select a committee of four (4), at least three (3) of whom are not Directors of the Chamber.  Two (2) months prior to the Annual General Membership Meeting, the Nominating Committee shall present to the Chairman a slate of at least the number of Director positions to be filled.  Each candidate must be an active member in good standing and must have agreed to accept the responsibilities of a directorship and must have demonstrated active participation on a Committee/Sub-Committee or Chamber project.

      C.  Upon receipt of the report of the Nominating Committee, the President shall notify the membership, by mail, of the names of persons nominated as candidates for Directors, in conjunction with the notice of the Annual General Membership Meeting.

      D.  The names of all candidates shall be arranged on a ballot in alphabetical order. Additional nominations will be accepted from the floor at the Annual General Membership Meeting.  Instructions at the meeting shall be to vote for the number of vacancies to be filled.

      E.  The Chairman shall appoint three (3) election judges, who are not members of the Board of Directors or candidates for election.  Such judges shall have complete supervision over the election, including the auditing of the ballots.  The candidates receiving the highest number of votes shall be elected.  The judges shall report the results of the election to the membership during the Annual General Membership Meeting.  Ties in voting shall be decided on separate ballot by those members in attendance at the Annual General Membership Meeting.

      F.  No Director shall be eligible to serve more than three (3) consecutive three-year terms.  A period of one (1) year must elapse after a Director's third consecutive three-year term has expired before eligibility for re-election of such former Director to the Board is restored.

      G.  If a Director has been elected Vice Chair or Chairman, that Director may serve as Chairman and/or Immediate Past Chairman regardless of the expiration of said Director’s third full-term to ensure continuity in leadership.  Said Director’s term on the Board shall continue during such service provided said Director is re-elected.

*Section 3 TERM OF DIRECTORS
     All newly-elected Directors shall attend the regular December meeting of the Board of Directors. Board terms of office begin as of the first Board meeting in January after election and continue for the ensuing three (3) years.

*Section 4 VACANCIES
     A member of the Board of Directors who shall be absent from three (3) regular meetings of the Board in any given calendar year shall automatically be dropped from membership on the Board, unless absent due to illness or other reason approved by a majority vote of those voting at any Board of Directors meeting thereof.

      Vacancies on the Board of Directors shall be filled via election at the next Annual General Membership Meeting in addition to the slate of Director positions to be filled due to the expiration of a three-year term. Any vacancy position(s) shall only be elected to fill any unexpired term of office.  Further, the Board, at its sole discretion, may appoint a Director, upon recommendation by the Executive Committee, to fill any vacant position for the interim period until the next election.

      Vacancies among the officers of the Board of Directors shall be filled by the Board of Directors by a majority vote.

*Section 5 RESPONSIBILITY OF THE BOARD
     The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.

*Section 6 MANAGEMENT
     The Board of Directors shall employ a President and shall fix the salary and other considerations of employment.

*Section 7 INDEMNIFICATION
     The Chamber shall provide for indemnification by the Chamber of any and all of its Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, whether civil, criminal, administrative or investigative, in which they or any of them are made parties, or a party, by reason of having been Directors of the Chamber, except in relation to matters as to which such Director shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for gross negligence or misconduct.

*Section 8 MAJORITY
     On all motions brought before the Board, a majority of votes shall cause a motion to be adopted unless otherwise specified within these By-Laws.

*Section 9 PUBLIC POSITION STATEMENT
     On all motions brought before the board by which the board would issue a public statement of position, a 2/3 vote of the board members present shall cause a motion to be adopted.

*Section 10 CENSURE OF A DIRECTOR
     In the interim between elections, a Director whose performance is unsatisfactory under the terms of the Chamber’s Policies and Bylaws and who continues to behave in an unsatisfactory manner even though counseled as provided hereinabove shall be subject to a request made by the Board for his or her resignation, which failing shall result in institution of action for removing said Director from office by action of the Board.  If it becomes necessary to remove a member of the Board, as described in Chamber policy Censure of a Director by the Board, Section II.C.2, a written and signed complaint against a Director shall be filed with the Executive Committee by a Chamber member.  The Executive Committee shall convene a hearing, giving at least 10 days written notice to the Director against whom the complaint was filed, the complaining person and others as determined by the Executive Committee.  The hearing shall include all information relevant to the complaint.  Should the Executive Committee recommend removal of the Director, it shall present that determination to the Board of Directors for action.  A Director may not vote on any question relating to his/her expulsion.

*Section 1 DETERMINATION OF OFFICERS
     At its regular December meeting, the Board of Directors elected for the coming year shall elect Officers for that year.  At this meeting, the Board elected for the coming year shall elect the Chairman, Vice Chairman, Treasurer, and Corporate Secretary.  All Officers must have served on the Board of Directors for at least one (1) year prior to taking office.  The Chairman and Vice Chairman shall serve for a term of one (1) year, but not more than two (2) consecutive years in either of these elected offices.  Fulfillment of the remainder of a term for an outgoing Chairman or Vice Chairman shall not be considered part of the two year limitation.  All other Officers may serve for up to five (5) consecutive years in any single elected office.  All Officers shall retain voting rights as members of the Board of Directors.

*Section 2 DUTIES OF OFFICERS AND SUPPORT
      A.  Chairman:  The Chairman shall serve as the chief elected Officer of the Chamber and shall preside at all meetings of the Chamber and Board of Directors.  The Chairman shall, with the advice and counsel of the President and Vice Chairman, determine all committees and select all committee chairs.

      B.  Vice Chairman:  The Vice Chairman shall exercise the powers and authority and perform the duties of the Chairman in the absence or disability of the Chairman.  The Vice Chairman shall be considered Chairman-elect and automatically succeeds as Chairman. Should the Vice Chairman not continue as a member of the Board, the position of Chairman shall be elected by the Board of Directors for the coming year.

      C.  Treasurer:  The 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 federally insured financial institutions or invested in a manner approved by the Board of Directors.  The Treasurer shall cause a monthly financial report to be made to the Board.

      D.  Corporate Secretary:  The Corporate Secretary shall ensure that written communications between the Board of Directors and corresponding entities, as well as assure that notices, agendas and minutes of meetings of the Board are prepared.

      E.  President:  The President, a non-voting member of the Board of Directors and of all other Chamber committees, shall be the chief administrative and executive officer and shall serve as advisor to the Chairman of the Board and the chairs of all standing committees.

      The President shall be responsible for administration of the program of work in accordance with the policies and procedures as approved by the Board of Directors.

      The President shall be responsible for hiring, discharging, directing, and supervising all employees.

      With the cooperation of the chairs of all standing committees, the President and the Executive Committee shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to approval by the Board of Directors.  The President shall also be responsible for all expenditures with approved budget allocation.

      The President shall assume such positions with organizations allied with the Chamber, as required by the Board of Directors from time to time.

*Section 3 EXECUTIVE COMMITTEE
     The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board for its actions.  It shall be organized annually and composed of the Chairman, Vice Chairman, Corporate Secretary, Treasurer, President and three (3) other Directors as appointed by the Board, one (1) of whom may be the immediate past Chairman.  The Chairman shall serve as head of the Executive Committee.

*Section 4 INDEMNIFICATION
     The Chamber shall provide for indemnification by the Chamber of any and all of its Officers or former Officers as outlined in Article IV, Section 7, of these By-Laws.

*Section 1 APPOINTMENT AND AUTHORITY
     The Chairman shall, with the advice and counsel of the President and Vice Chairman, determine all committees and select all committee chairs. The Chairman may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber.  Committee appointments shall be at the will and pleasure of the Chairman.  Both chairs and members of the committees shall serve concurrently with the term of the appointing Chairman, unless a different term is approved by the Board of Directors.

      It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.

*Section 2 LIMITATION OF AUTHORITY
     No action by any member, committee, division, employee, Director or Officer shall be binding upon, or constitute an expression of the policy of the Chamber, until it shall have been approved or ratified by the Board of Directors.

      Committees shall be discharged by the Chairman when their work has been completed and their reports accepted or, when in the opinion of the Board of Directors, it is deemed wise to discontinue the committees.

*Section 3 TESTIMONY
     Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence, those whom they may designate as being familiar enough with the issue, to give testimony to, or make presentations before, civic and government agencies.

*Section 4 COMMITTEE MEMBERSHIP
     The committee chair organizes the committee from the general membership on an annual basis. Additionally, the committee chair, from time to time with the knowledge of the Board of Directors, may enlist advisory committee members who are not members of the Chamber. These advisory committee members have no voting rights, nor any rights to present motions on any Chamber business.

*Section 5 DIVISIONS
     The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations as it deems advisable to handle the work of the Chamber.

      The Board shall authorize and define the powers and duties of all such divisions, bureaus, departments, councils, or subsidiary corporations.  The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations, including the collection and disbursement of funds.

      No action or resolution of any kind shall be taken by such divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.

*Section 1 FUNDS
     All money paid to the Chamber shall be placed in a general operating fund as defined in Article V, Section 2(C).

*Section 2 DISBURSEMENTS
     Upon approval of the budget, the President is 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 or credit card, with the exception of petty cash transactions.  All other disbursements shall be signed by the President and the Vice President or Office Manager, and in the absence of either or both of them and in order of priority, then by the Treasurer, Chairman, Vice Chairman, or Corporate Secretary.

*Section 3 FISCAL YEAR
     The fiscal year of the Chamber shall be the calendar year.

*Section 4 BUDGET
     The budget responsibility shall rest with the Executive Committee and the President, with the cooperation of the chairs of all standing committees.

     In December of each year the Executive Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval at the first regular Board meeting of the new year.

*Section 5 ANNUAL FINANCIAL REVIEW
     The accounts of the Chamber shall be reviewed annually as of the close of business on December 31 by a certified public accountant.  The review shall at all times be available to members of the Chamber within the offices of the Chamber.

*Section 6 BONDING
     The President and such other Officers and staff, as the Board of Directors may designate, shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber.

*Section 1 PROCEDURE
     The Chamber shall use its funds only to accomplish the objectives 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 as defined in IRS Section 501 (C)(3), to be selected by the Board of Directors.

*Section 1 PARLIAMENTARY AUTHORITY
     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 inconsistent with the Charter or By-Laws of the Chamber.

     These By-Laws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments.  Any proposed amendments or alterations shall be submitted to the Board or the members, in writing, at least ten (10) business days in advance of the meeting at which they are to be acted upon.  The Board is restricted by the exceptions listed in Title 15 of Pennsylvania Consolidated Statutes, Section 5504(b).

• Passed this day, November 3, 1989 by the Board of Directors Gettysburg Adams Chamber of Commerce
• Revised July 5, 1991 by the Board of Directors
• Revised November 1, 1991 by the Board of Directors
• Revised July 23, 1992 by the Board of Directors
• Revised August 6, 1993 by the Board of Directors
• Revised August 5, 1994 by the Board of Directors
• Revised November 4, 1994 by the Board of Directors
• Revised June 2, 1995 by the Board of Directors
• Revised March 1, 1996 by the Board of Directors
• Revised September 6, 1996 by the Board of Directors
• Revised January 8, 1998 by the Board of Directors
• Revised July 2, 1999 by the Board of Directors
• Revised August 6, 1999 by the Board of Directors
• Revised December 1, 2000 by the Board of Directors
• Revised November 1, 2002 by the Board of Directors
• Revised September 1, 2006 by the Board of Directors
• Revised April 3, 2007 by the Board of Directors
• Revised May 4, 2007 by the Board of Directors
• Revised September 7, 2007 by the Board of Directors
• Revised January 4, 2008 by the Membership