(As amended May 25, 2005)

Article 1 - Name and Object

Section 1. The name of this organization shall be the Waynesburg Area Chamber of Commerce.

Section 2. The Waynesburg Area Chamber of Commerce is organized for the purpose of promoting the civic, commercial, industrial development and tourism of Waynesburg and its trade area.

Section 3. The Chamber shall be nonpartisan, nonprofit, and nonsectarian and shall take no part in, or lend its support to, the election or appointment of any candidate for public office.

Section 4. The service area of the Waynesburg Area Chamber of Commerce will be the greater Waynesburg area and the County of Greene. Businesses outside of this area who have a vested business interest in that area may also become a member.

Article 2 - Membership

Section 1. Any reputable person, association, corporation, partnership, or estate shall be eligible for membership in the Waynesburg Area Chamber of Commerce. Membership shall be divided into two classes: active and honorary.

A. Active membership shall be defined as any dues paying member.

B. Honorary membership may be granted by a two-thirds vote of members of the Board of Directors of the Waynesburg Area Chamber of Commerce. The criteria to be considered include without limitation, distinction and dedication to the welfare of the community.

C. Distinguished Service Award winners will automatically be given a lifetime, honorary membership in the Chamber of Commerce.

Application for membership shall be in writing, on forms provided for the purpose along with payment of dues. The Board of Directors have the right to terminate any membership by a two-thirds vote.

Section 2. Membership dues shall be at such rate or rates, schedule or formula as may be from time to time recommended by the Board of Directors and approved by the General Membership. Dues shall be payable annually in advance.

Section 3. Any person, firm, association or corporation may acquire more than one membership by paying the annual dues of each membership and may designate an individual to represent each such membership. An alternate may be designated but this alternate representatives name must be presented to the Executive Director.

Section 4. Any person, firm, association or corporation holding more than one membership shall be entitled to cast only one vote per paid membership and only the individuals who have been designated to represent said additional memberships shall vote as members.

Section 5. Any person, firm, association or corporation holding more memberships shall have the right at any time to change one or all of its representatives upon written notice to the Chamber.

Section 6. The Board of Directors may expel a member for cause. Such member shall have the right of a hearing before the Board of Directors at a special meeting upon proper written notice. Three-fourths vote of the Directors present shall be necessary to expel the member. An expelled member shall have the right to appeal to the Chamber upon written request. Three-fourths vote of the members present shall be necessary to approve the recommendation for expulsion by the Board of Directors.

Section 7. Upon payment of dues, a new member will be issued a membership plaque. This membership plaque is the sole property of the Waynesburg Area Chamber of Commerce and shall be returned upon cessation of membership.

Article 3 - Board of Directors

Section 1. The government of the Chamber and the direction of its work shall be vested in a Board of Directors consisting of fifteen members, one-third of whom shall be elected annually at the October General Membership Meeting. Each Board member shall serve a term of three years, hereinafter provided. No member of the Board of Directors who has served a complete three-year term shall be eligible for re-election until after a lapse of one year. The directors shall have the power to fill all vacancies on the Board. If less than fifty percent of the un-expired term remains, such appointed member would be eligible for re-election to another three-year term. The Board may adopt rules for conducting the business of the Chamber. They shall meet once a month, at such time and place as will be determined by them. Special meeting may be called as necessary.

Section 2. A Nominating Committee of not less than five members shall be appointed by the President at the August General Membership meeting whose duty is shall be to nominate no less than ten members to fill the five vacant positions. The Nominating Committee shall file a list of the nominees with the Executive Director at the September General Membership meeting. Other nominations may be made by any member by filing the name with the Executive Director at the September General Membership meeting. Other nominations may be made by any member from the floor at the October General Membership meeting prior to the election.

Section 3. Any person, firm, association, or corporation holding more than one membership shall be limited to one representative on the Board of Directors.

Section 4. The Executive Director shall mail to all members of the Chamber in the October newsletter, a list of all nominees recommended by the Nominating Committee.

Section 5. At the October General Membership meeting, prior to the election, the President shall appoint a committee of three who are not candidates for election, which shall have supervision of the election until the results are ascertained.

Section 6. Voting shall be by ballot. The number of nominees, corresponding with the number of vacancies to be filled, who receive the highest number of votes, shall be declared elected. In the event of a tie vote, a run-off will be held immediately after the ballots are counted to break the tie. There shall be no absentee voting without prior approval of the Board of Directors. Absentee ballots will be provided to all members in the Octobr newsletter. All absentee ballots must be signed and received prior to the voting at the October General Membership Meeting. Absentee ballots must be submitted by mail or in person, faxed and email ballots can not be accepted.

Section 7. Notification of Board meetings are as follows: Board of Directors meetings will be held on the second Wednesday of each month. Notification will be given to the Board members at least one week prior to each meeting. If several members are unavailable to attend, a phone census will be taken by the Executive Director to determine if a quorum will be present. If not, the meeting may be rescheduled. When a regularly scheduled Board meeting has been changed from the second Wednesday, for whatever reason, special notification will be issued as soon as possible.

Section 8. If any director is absent from three regular board meetings without an excuse, or a total of six absences in one calendar year, said absentee can be expelled by a two-thirds vote of the board.

Section 9. Excused absences from the Board of Directors meeting are necessary except in the case of an emergency, subject to the approval of the Board of Directors as per Article 3, Section 8 of the current By-Laws. The procedure is as follows: Calls must be made in advance to the Executive Director for a foreseen absence and marked as excused.

Section 10. Eight members of the Board of Directors present and voting shall constitute a quorum at any meeting.

Section 11. The immediate past president shall be ex-officio member of the Board for the ensuing year.

Article 4 - Officers

Section 1. The December Board of Directors meeting shall be the re-organizational meeting. Current and incoming board members shall be present. At this time, the Board shall nominate and elect the following officers from the ten remaining members and the five incoming members; a president, a vice-president, a secretary and a treasurer. The officers shall begin their respective duties on January 1. Any officer other than the President who cannot fulfill their duties will be replaced by a 2/3 vote of the members of the Board. The vice- president will automatically fill the President's office. The five out-going Board Members will not have a vote.

Section 2. The President shall preside at all meetings of the Chamber and the Board of Directors and perform all duties incident to this office. The President shall, subject to the approval of the Board of Directors appoint all committee chairpersons and shall be an ex-officio member of all committees.

Section 3. The vice-president shall assist the president as requested and shall act in the absence of the president. In the absence of both the president and vice-president, a member of the Board of Directors shall be chosen to act temporarily.

Section 4. The Secretary shall present the monthly Secretary's Report at each regular meeting of the Board and General Membership. In the absence of the Executive Director, the Secretary shall be responsible for recording the proceedings of the Board and/or General meetings.

Section 5. The Treasurer shall present a financial report at each regular meeting of the Board of Directors and Membership meetings. The Treasurer shall also present a quarterly budget analysis at the April, July and October Board of Directors Meeting. The Treasurer shall be responsible ensuring that the CPA has done the preparation and filing of all quarterly and annual tax returns. The Treasurer will also be a member of the Audit Committee appointed at year end by the President.

Section 6. If the President is unavailable, the Vice-President shall have the power to make decisions that need immediate attention. If both of the above are unavailable, the chain of command is as follows; 1-Executive Committee, 2-Immediate Past President, 3-Senior Board Members.

Article 5 - Executive Director

Section 1. The Board of Directors shall have the power to appoint an Executive Director and any other employees who shall perform such duties as may be delegated by the Board and by officers and committee chairpersons. The Executive Director shall be bonded in such amount as the Board of Directors may deem necessary, the cost to be paid by the Chamber.

Section 2. The Executive Director shall maintain an accurate record of the proceedings of all meetings of the Chamber and the Board of Directors, conduct official correspondence, preserve communications, documents and books, and keep books of account. The Executive Director shall be an ex-officio member of all committees and is eligible to chair any committee as necessary.

Section 3. The Board of Directors shall have the power to regulate salary, benefits and working hours for the Executive Director. The immediate supervisor of the Executive Director shall be the President of the Board of Directors. The Executive Director will have the power to run the day to day operations of the Chamber and supervise all employees, so long as such operations do not conflict with the objectives of the Chamber. An evaluation of the Executive Director shall be performed by the Executive Committee annually each October.

Section 4. The Executive Director is encouraged to continue professional development by membership in relevant associations and continuing education seminars and conferences. Such development will be supported by budgetary line items as necessary.

Article 6 - Committees

Section 1. The Executive Committee shall consist of the officers of the Board of Directors and the Executive Director, who shall be a non-voting member. Such Executive Committee shall have and may exercise all powers of the Board of Directors of an emergency nature between Board meetings. Action by the Executive Committee shall be by a unanimous vote.

Section 2. All committees authorized and appointed under this article, except the Executive Committee, shall be authorized to take any action necessary to fulfill the purpose of their respective committee, providing it does not conflict with the objectives of the Chamber of Commerce.

Section 3. The Board of Directors shall have the power to authorize from time to time such divisions or bureaus of the Chamber of Commerce as may be deemed necessary.

Section 4. The Long Range Planning Committee shall consist of the current year and previous year Executive Committee. Each member shall serve a two year term on this committee regardless of Board terms.

Article 7 - Membership Meetings

Section 1. A General Membership Meeting shall be held on the fourth Wednesday of each month as per notification to members in the monthly newsletter. The only exceptions are November when it may be rescheduled due to the Thanksgiving Holiday and December, when no meeting will be held. The regular monthly General Membership Meeting will be open to all members and guests. The President shall call a special membership meeting upon petition signed by not less than ten members within ten days of receipt of petition.

Section 2. Five percent of the members of the Chamber present at a monthly General Membership meeting shall constitute a quorum at any membership meeting.

Section 3. A two-thirds vote of the members present at any General Membership meeting shall be necessary to veto any action taken by the Board of Directors.

Article 8 - Finances

Section 1. The fiscal year shall be from January 1 to December 31 of any calendar year. The Chamber shall use its funds only to accomplish the objects and purpose specified in these by-laws and Mission Statement and no part of said funds shall inure, or be distributed, to the members of the Chamber.

Section 2. All money paid to the Chamber shall be initially deposited in a general operating account. Separate accounts or C.D.'s may be maintained as deemed necessary by the Executive Committee.

Section 3. The Executive Committee shall compile a budget of estimated expenses for the coming year and submit it to the Board of Directors for approval at the February Board of Directors meeting.

Section 4. The Executive Director is authorized to make disbursements on accounts and expenses provided in the budget. No disbursements shall be made unless they have been authorized by the Board of Directors through budget or special approval. All disbursements shall be made by check, which shall be signed by the Executive Director and any one of the four officers and a list of such disbursements shall be presented for approval at each Board of Directors meeting as part of the Treasurer's Report.

Section 5. The accounts of the Chamber of Commerce shall be audited annually as of the close of business on December 31 by an internal audit team consisting of the Treasurer and at least two members appointed by the Executive Committee at the December Board of Directors meeting. The audit team will present it's findings no later than the February Board of Directors Meeting. The audit shall be available at all times to the members of the organization within the offices of the Chamber.

Section 6. The Chamber will provide a Directors and Officers Liability Insurance policy annual to protect the Board of Directors, Officers and Executive Director.

Article 9 - Dissolution

Section 1. 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 of Directors.

Article 10 - Parliamentary Procedure

Section 1. All questions of parliamentary procedure shall be determined according to the latest edition of "Roberts Rules of Order".

Article 11 - Amendments

Section 1. Annually, a By-Laws Committee of members shall be formed to review the current By-Laws.

Section 2. Notice of the proposed changes shall be given to all members by means of the monthly newsletter. At the following General Membership Meeting, the changes will be open for discussion and approval by a two-thirds vote of those present.