Section 1: Composition of the Board
The Board of Directors shall be composed up to twenty-five (25) members. The Immediate Past President and all Officers shall serve as members of the Board. All Past Presidents will serve on the board in an ex officio non-voting status with exception of the Immediate Past President, and any Past Presidents that are currently a Director on the Board may vote. A term shall be three (3) years. Upon election by the Board of Directors, Board members may serve for a period of two (2) terms (six (6) years total) which coincide with the Chamber’s fiscal year (January – December).
Optional Term Extension: Once a Board Member has completed two terms of service, they may petition the Board of Directors for a one year extension, to be voted on and approved by the Board at the December Board meeting. At the conclusion of any one year extension, a member may continue to petition the Board for subsequent extensions, to be reviewed on an annual basis.
Prospective Board members will be a current member of the Chamber and in good standing. The Board of Directors shall have the ability to grant an exception /change, on a case-by-case basis, to Prospective Board Members being required to physically live or work in York County. It is also suggested that they serve at least six (6) months on a subcommittee before their acceptance as a Board member.
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 2: Selection and Election of Directors (See last page for timetable)
- Board Development Committee – The Board Development Committee shall be composed of the President, Vice-President, and two at-large members who shall be drawn at random from a list of volunteers from the Board. The Immediate Past President shall serve as the chair of this committee.
- Nominees – Prior to the October Board of Directors Meeting, the Board Development Committee shall present to the President a slate of candidates to serve three‑year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. The President shall notify the Board of Directors at the October Board of Directors meeting the names and details of persons nominated as candidates for directors.
- Elections – At the November Board of Directors meeting, the President will call for nominations from the floor. All announced nominees will be written into the ballots and the total slate of nominees will be voted on via written ballot by the Board. A majority of affirmative votes will determine the new directors.
Section 3: Seating of New Directors
All newly elected and appointed Board members shall be seated at the regular December Board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of their term (December 31st ). At the December meeting, all board members will be provided with an updated Board Handbook and must sign the following three items: an acknowledgement of receipt of said handbook, The Board Member Expectations & Responsibilities disclosure, and the conflict of interest disclosure.
Section 4: Vacancies
A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall be considered for removal from the board (with notice) after review from the executive committee of circumstances for dismissal. Exceptions include confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. The President will receive nominations for those vacancies from the Nominating Committee and they will be subject to the approval of the Board of Directors. The Board of Directors shall fill vacancies on the Board of Directors, or among the officers, by a majority vote within 3 months of a vacancy if viable candidates are available.
Section 5: Policy
The Board of Directors is responsible for establishing procedure and formulating policy of the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a policy manual, to be reviewed annually and revised as necessary.
Section 6: Management
The Board of Directors shall be permitted at any time to employ appropriate staff and shall fix the salary and other considerations of employment for those positions.
Section 7: Notification
The Board of Directors shall notify the entire chamber membership of all new Board members and Officers, in writing within one month of their election.
Section 8: Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the chamber of any and all current or former officers, directors and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been officers, directors or employees of the chamber, except in relation to matters as to which such individuals shall be adjudged in such action, suit or proceeding to be liable for 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 negligence or misconduct.