New England Association
of Chamber of Commerce Executives, Inc. Bylaws

ARTICLE I - NAMES AND OBJECTIVES

Section 1
Name - The name of this organization shall be the New England Association of Chamber of Commerce Executives, Inc. The organizations shall be referred to hereafter in these bylaws as NEACCE.

Section 2
Objectives - The objectives of NEACCE are to provide programs which enhance the personal growth and development of its members and their effectiveness as managers; to furnish a vehicle for the interchange of ideas, principles, practices and ethics among executives serving in New England; to
maintain close liaison with the American Chamber of Commerce Executives, the U.S. Chamber of Commerce, other regional associations and maximum effectiveness in joint actions which the Board of NEACCE may recommend; and to provide an instrument to advance the concepts and practices of Chamber of Commerce management through educational service and other programs. To represent all state Chamber of Commerce associations in New England.

ARTICLE II - MEMBERSHIP

Section 1
Member States - States comprising the membership of NEACCE shall be:
Maine, Connecticut, Massachusetts, New Hampshire, Rhode Island and Vermont.

Section 2
Classifications – Membership shall be by individuals as follows:

• Regular - Executives of a Chamber of Commerce and similar organizations affiliated with a Chamber of Commerce shall be eligible for regular membership.
• Associate - Individuals who have retired from active Chamber of Commerce manager ship and other persons the Board may deem as being capable of making real contributions to the Chamber of Commerce profession shall be eligible for non-voting associate membership.
• Honorary - The Board of Directors may, by resolution, designate persons each year for honorary membership providing each individual meets the following conditions of eligibility; the recipient must have been reasonably active and a member of NEACCE for ten (10) years or more, or served as president of NEACCE or an individual who has made outstanding contributions to NEACCE.
• Business - Individuals, including former NEACCE members, who are associated with a firm that provides products and/or services to Chambers of Commerce or their executives, shall be eligible for a non-voting business membership.

Section 3
Dues - Annual dues shall be paid by each member, with the exception of honorary members who shall not be required to pay dues, in the amount, the manner, and the time determined by the Board of Directors.

Section 4
Resignation - Any member may resign by tendering a written resignation to the Board of Directors and after the payment of all unpaid dues and other charges owed to NEACCE. Any member whose dues are not paid within six (6) months of the beginning of the fiscal year shall automatically be dropped from membership.

Section 6
Removal - Any member of any classification may be removed from membership by the Board of Directors for cause, after providing a fair and reasonable hearing, by a two-thirds (2/3) vote of the Directors present and voting at a duly-called meeting of the Board of Directors.

ARTICLE III - DIRECTORS AND OFFICERS

Section 1
Board of Directors - The government of NEACCE, the direction of its property, shall be vested in a Board of Directors, with voting power consisting of elected regular members, officers, and immediate Past President. In addition to the immediate Past President who serves a one year term, there shall be a number of Directors divisible by three (3) of at least nine (9) and not more than 21 Directors, elected by and from the regular members, each Director serve for a term of three (3) years or until a successor is chosen and qualified. No Director who has served two full three (3) year terms shall be re-elected except after a lapse of one (1) full year. However, this six (6) year limitation is waived for those Directors who are also one of the five (5) elected officers. The NEACCE Administrator is an ex-officio member of the Board and reports to the President. Representation shall be from all six state chamber associations, either the president or their designee.

Section 2
Officers - There shall be elected by and from the Board of Directors at the first meeting of the Directors following the annual meeting of the members, a President, Vice President, Secretary, Treasurer and Immediate Past President. There also may be elected by the Directors, but not necessarily from the Board of Directors, such Assistant Secretaries, Assistant Treasurers and other
officers as may be desired by the Board of Directors. The officers shall serve for a one year term or until their successors are duly elected and qualified, except for the Treasurer who serves at the will of the Board. There shall be the option for officers to serve for a second year.

Section 3
Nominating Committee - Sixty days prior to the annual meeting, the President shall appoint a Nominating Committee of no less than five (5) members. The committee must be comprised of representatives from three different states and at least one must be a past president of NEACCE. The Nominating Committee may invite the state chamber executive association from each state to submit candidates for those directorships which are about to expire in their respective states. If for any reason, nominations are not received from a member state or states, the Nominating Committee shall consider candidates from those states not responding.

Section 4
Manner of Election - The Directors, other than the immediate Past President, shall be elected at each annual meeting by vote of the regular members. Their terms of office shall be so staggered that one-third terminate each year or until their successors are duly elected and qualified. The Nominating Committee shall seek representation on the Board from each of the six (6) New England states provided qualified candidates are available. In the event no qualified members are available who will accept the nomination from any given state, the Nominating Committee is empowered to nominate an eligible member or members from another state to complete the slate.

Section 5
Executive Committee - The five (5) elected officials (President, Vice President, Secretary, Treasurer and Immediate Past President) shall constitute the Executive Committee. The Executive Committee shall act for the Board of Directors during intervals between meetings. Its action shall be reported to the Board at each succeeding meeting for such action as the Board deems proper.

Section 6
Additional Nominations of Directors - Additional nominations of directors may be made and will be included on the ballot if written notice is given to the chairman of the Nominating Committee at least ten days before the annual meeting, signed fifteen members eligible to vote at the annual meeting, in the following form:

President/NEACCE Date

We hereby nominate the following persons to serve as directors of NEACCE and request their names appear on the ballot:

(Signatures of fifteen members eligible to vote at annual meeting)

Section 7
Report of the Nominating Committee - The Report of the Nominating Committee shall be filed with the secretary not less than thirty (30) days prior to the date of the annual meeting. The secretary shall mail a copy of the report to the membership not less than thirty (30) days prior to the date of the annual meeting.

Section 8
Vacancies/Removal – Vacancies in any elective office may be filled for the balance of the term thereof by the Board of Directors at any regular or special meeting. The Board of Directors, in its discretion, by a two-third (2/3) vote of all its members, may remove any officer from office for cause.

Section 9
Quorum - A simple majority shall constitute a quorum of the Board of Directors or Executive Committee.

Section 10
Voting - At any meeting of the Board of Directors, each director shall have one vote. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number is required by law or by these bylaws.

Section 11
Attendance – NEACCE Officers and Directors must attend NEACCE Board Meetings held in their own state and the NEACCE Annual Meeting, to keep their position on the NEACCE Board.

Article IV - Membership Meetings

Section 1
Regular - There shall be at least two (2) membership meetings of NEACCE each year. Special meetings may be called, or other changes may be made in the regular schedule by vote of the membership or board. The Board of Directors shall decide the place and date of all meetings.

Section 2
Annual Meetings - The annual meeting of NEACCE shall be held within a sixty (60) day period from October 15 to December 15 and at such place and such dates designated by the Board of Directors.

Section 3
Special Meetings - A special meeting may be called at any time by the Board of Directors. A special meeting shall be called upon receipt by the president of the written request of not less than twenty (20) members for such meeting, which request shall state the general nature of the business to be transacted at such special meeting. The time, place and date of any special meeting shall be determined by the Board of Directors, or in the absence of any such determinations, by the president.

Section 4
Notice of Meeting- Written notice of the date, time and place of each membership meeting, and in the case of a special meeting, the purpose for which the meeting has been called, shall be given to each member not less than twenty (20) days prior to the meeting. The business transacted at a special meeting shall be confined to the matters stated in the notice and to business germane to, or incidental to, such business, except for the approval of minutes and other matters normally incidental to the conduct of the meeting.

Section 5
Quorum - The presence, in person or by proxy, of thirty (30) members entitled to vote shall be necessary to constitute a quorum for the transaction of business at all membership meetings.

Section 6
Voting - At all meetings of NEACCE each eligible members shall have one (1) vote.

Section 7
Rules of Order - The meeting and proceedings of NEACCE shall be regulated and controlled according to Roberts Rules of Order (revised) for parliamentary procedure.

ARTICLE V - COMMITTEES

Section 1
Appointments - The President shall appoint such committees, subcommittees or task forces as the work of the organization requires.

ARTICLE VI - FISCAL MATTERS

Section 1
Fiscal Year - The fiscal year of NEACCE shall be from January 1st ending on December 31st.

Section 2
Disbursement of Funds - Disbursement of funds of NEACCE shall be made in accordance with the budget and such special appropriations as shall be made by the Board of Directors and shall be by check, the signature or signatures for which shall be as provided by action of the Board of Directors.

Section 3
Financial Review - Accounts of NEACCE shall be reviewed annually and submitted the Board of Directors.

ARTICLE VII - AMENDMENTS

Section 1
Procedure - The bylaws of NEACCE may be amended at any meeting of NEACCE by a two-thirds (2/3) vote of the eligible membership present at the business session provided such proposed changes have been mailed to the membership at least ten (10) days prior to such meeting.

ARTICLE VIII - DISSOLUTION

Section 1
Dissolution - NEACCE shall use its funds only to accomplish the mission, objectives and purposes specified by these bylaws. Upon dissolution of NEACCE, any funds remaining shall be divided equally and returned to the Chambers of Commerce whose individuals are currently Regular Members in good standing.

Adopted - November 18, 1988

Amended - November 6, 1997

Amended - December 8, 2003

Amended – October 24, 2004