By-Laws – Berlin Chamber of Commerce – REV. 4/15/2015




SECTION 1:          This organization is incorporated under the laws of the State of Maryland and shall be known as the Berlin, Maryland Chamber of Commerce, Inc.  (hereinafter “Chamber”).

SECTION 2:          The Chamber is organized to achieve the following objectives:

preserving the competitive enterprise system of business by:

  • creating a better understanding and appreciation of the importance of business people and a concern for their problems;
  • educating the business community and representing them on city, county, state and national legislative and political affairs; and
  • preventing or addressing controversies which are detrimental to expansion and growth of business and the community, if they arise;

promoting business and community growth and development by:

  • promoting economic programs to strengthen and expand the income potential of all member businesses ;
  • promoting programs of a civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community; and
  • discovering and correcting abuses which prevent the promotion of business expansion and community growth; and
  • striving to make Berlin, Maryland, a better place in which to live, work and do business. 

SECTION 3:          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:          All persons, firms, corporations, partnerships, associations or other entities residing, doing business, or having interest in or located in and around Berlin, Maryland, who evidence interest in the objectives or purposes of the Chamber are eligible to apply for one or more memberships.  However, all privileges or rights of membership shall be exercised by individuals only.

SECTION 2:          Application for membership shall be regarded as assurance on the part of the applicant of his/her interest in and sympathy with the purpose of the Chamber and of his/her adherence, if elected, to its bylaws, rules and regulations.

SECTION 3:          All firms, corporations, partnerships, associations or other entities subscribing to more than one membership shall be entitled to one vote per membership.  The designee who is in attendance will have the voting privilege.[1]

SECTION 4:          Members shall pay annual membership dues, rates to be determined by the Board of Directors (hereinafter “Board”).  The renewal notice shall be mailed thirty (30) days prior to the end of the calendar year.

 SECTION 5:          If dues are not received after fifteen (15) days, a second mailing should be made.  If renewal fees are not paid by 30 days after the new calendar year, a termination letter may be mailed, at the direction of the Board.

 SECTION6          After notice and opportunity for hearing, any membership may be terminated by two-thirds vote of the Board present at any regular or special meeting for conduct not within the  principles of the Chamber or for malicious acts towards the Chamber, or for any illegal action of their business.  Notice shall be by registered mail and have a hearing date stated in the same letter no less than two (2) weeks, no more than thirty (30) days from the date of the letter.  Failure to appear in person or by representative may result in the forfeiture of any rights of membership and the final decision will be made by a simple majority vote of the Board.

 SECTION 7:          A membership shall terminate upon receipt of a signed resignation accepted by the Board, termination of membership by the Board, or death of a member.

 SECTION 8:          Distinction in public affairs or service to the community may confer eligibility to honorary membership.  This honor is within the sole discretion of the Board.  Honorary members shall have all the privileges of members.  The Board may confer or revoke honorary membership by a simple majority vote.

 SECTION 9         Member Emeritus may be conferred to an individual who has been a member in good standing and served on the Board or has chaired one or more committees for a period of ten (10) years or more.  Emeritus membership shall not be conferred on persons who would qualify for membership under any other guidelines.



SECTION 1:          There shall be at least one general membership meeting during each quarter.  The time and place of said meetings shall be determined by the Board.  The Board may call such other general membership meetings as deemed necessary or desirable. 

SECTION 2:          A general membership meeting may be called upon petition, signed by not less than ten (10) percent of the members in good standing.  Said meeting shall be held within thirty (30) days of the receipt of the petition.  If the Board is unresponsive to a petition of ten (10) percent of the general membership in good standing,  the petitioners may conduct business without the board by giving the entire general membership thirty (30) days advance notice by first class mail.

SECTION 3         Seven (7) percent of the members in good standing shall constitute a quorum at a general membership meeting.  Provided the general membership meeting was called after giving the general membership thirty (30) days advance notice via first class mail, the general membership meeting may continue and transact business even without a quorum being present.   A simple majority vote of members present shall be sufficient on all issues at a general membership meeting.  The president or the next highest officer shall preside at all general membership meetings.

 SECTION 4:          Notice of all meetings shall be given to each member by regular U.S. Mail and/or electronic mail to the last known post office address at least ten (10) working days before each membership meeting, however, if less than thirty (30) days notice was given, a quorum as defined in Section 3 will be necessary to conduct any vote(s)



 SECTION 1:          The Board of the Chamber shall be the legislative and policy-making body of the Chamber and shall adopt rules consistent with the bylaws for conducting the business of the Chamber.

SECTION 2:          The Board of the Chamber shall consist of five (5) officers as follows:  president, president-elect, , immediate past-president, secretary and treasurer.  The offices of secretary and treasurer may be filled by the same person.  There may also be up to nine (9) directors  who shall serve as outlined in Section 5 of this Article.

SECTION 3:          In order to vote on any business, a quorum of one (1) more than fifty (50)percent of all officers and directors must be present.

SECTION 4:          To qualify for election to a position the nominee shall be a member of the Chamber in good standing.

 SECTION 5         The term of office for directors as set forth in Article IV, Section 2, shall be for a term of two years beginning at the installation banquet in January of each year.  In the event a director is elected to fill out a vacant position, that director’s term shall take effect immediately but shall last only as long as the remaining term of the vacant position, and not for a full two year term.  The office of president-elect shall succeed to the office of president following the next election or, in the event the position of president becomes prematurely vacant, immediately upon that position becoming vacant.  The directors elected hereunder shall not be eligible for re-election for a period of one year following the conclusion of their term of office, except that any person appointed to complete the unexpired term of a director may serve for an additional full two-year term immediately thereafter.

SECTION 6:          Vacancies, by resignation or otherwise, shall be filled by a two-thirds vote of the Board at any regular or special meeting for the unexpired term of the vacancy.  The Board may establish procedures for the removal of a director who shall fail to perform his duties.  Unexcused absence from three board meetings per year may be determined as sufficient cause for removal.

SECTION 7:          Directors of the Chamber shall serve until such time as their successors in office are duly chosen and qualified.

SECTION 8:          A nominating committee will be appointed by the president to find qualified nominees for the upcoming election.    The committee shall also serve as the election committee who will tally the votes at the general meeting.  Nominations may be made the day of the election from the floor.  After three calls from the presiding officer, nominations will be closed.  Each member shall be allowed one vote for each position being elected.  After the committee tallies the votes, only the results shall be given to the presiding officer.  The results will be considered final.



SECTION 1:          The president, by and with the approval of the Board, shall name all committees and committee chairmen.  He/she may name such ad hoc committees and their chairmen as he/she deems necessary to carry with the program of the Chamber.

SECTION 2:          The duties of the committees shall be defined by the Board  in the program of work of the Chamber.

SECTION 3:          No action by a committee, division, employee, director or officer shall be binding upon or constitute an expression of the policy of the Chamber until it is approved or ratified by a simple majority vote or better from the Board.

 SECTION 4         Committees shall be discharged by the Board when a simple majority of the Board deems it appropriate.

SECTION 5:          Meetings may be called by committee chairmen at anytime for the purpose of conducting the work of the committee.

SECTION 6:          All committees will be subject to and be governed by these bylaws and the policies and practices adopted by the Board .



In the event the Chamber needs legal representation, the president shall appoint, with the confirmation of the Board, the Chamber’s legal counsel.  Any fee for such service(s) shall be mutually agreed upon in advance by legal counsel and the Board.



SECTION 1:          Policies adopted by the Board must fit within the framework of these bylaws as now constituted or amended.  When policy is adopted by the Board, it shall be binding on the members, committees, officers and other such employees of the corporation until modified  or repealed by the Board.

 SECTION 2:          Any member of the Chamber or any committee may recommend policy to the Board.  Such recommendations will not become Chamber policy until passed, with or without modification, by  the Board.

SECTION 3:          In the event the Board feels the need for guidance from the general membership in reaching a decision on a particular issue it may conduct a written referendum of the general membership.  This referendum may be conducted by regular U.S. Mail and/or electronic mail.

 SECTION 4:          The official mailing address or official electronic mailing address of the Chamber is to be used for all communication.  The president or his/her designee shall be responsible for forwarding correspondence to other officers, directors or committee chairmen.

 SECTION 5:          The president shall oversee the operations of the Chamber office, including personnel.

 SECTION 6:          All records of the Chamber will be maintained in the Chamber office.  Official records will be stored according to legal and/or audit requirements.



SECTION 1:          The budget shall be prepared by the treasurer and approved by the Board.  The budget for the upcoming calendar year shall be presented to the membership by the December meeting for their approval and adoption.

SECTION 2:          The treasurer shall be responsible for maintaining the accounting records of the Chamber using an automated accounting system.  The treasurer shall also be responsible for writing checks for goods and services on behalf of the Chamber.  The treasurer shall not disburse any funds without proper documentation such as receipts, statements for monies owed, agreements for service(s), etc.

SECTION 3:          The treasurer shall be responsible for preparing quarterly tax reports.  An accounting firm appointed by the president with the approval of the Board will prepare the year end reporting to the government, requesting information and performing an audit of the Chamber accounting records, when deemed necessary.

 SECTION 4         The president and treasurer shall be the authorized officers to co-sign on all financial contracts or agreements.  Two signatures will be required for financial contracts or agreements to be valid and binding on the Chamber.  The secretary shall be authorized as a cosigner in the event the president or treasurer is absent.  In the event that the offices of secretary and treasurer are being filled by the same person, the immediate -past president shall be authorized as a cosigner in the event the president or secretary-treasurer is absent.

SECTION 5         The officers shall cause the books of the Chamber to be audited at the close of the calendar year, when it is deemed appropriate to do so.



The fiscal year of the Chamber shall begin on January 1 and end on December 31.



These bylaws may be amended or altered by a majority vote of those present at any general meeting of the Chamber provided that the proposed change has been given to the Bylaw Committee chairperson who in turn will review it with the Board.  Notice of the bylaw change will be mailed to the general membership 15 days prior to the next general meeting.



These bylaws shall be effective immediately upon their approval by a simple majority of the members of the Chamber present at a general meeting duly called for that purpose and, when so adopted, shall supersede all previous bylaws and amendments hereto which are hereby annulled.


These bylaws last amended April, 15, 2015.

[1] While a corporation or entity may have more than one membership, provided that corporation or entity has more than one business, a business cannot have more than one vote.