Chamber Postpones Vote on Bylaws Denying Voting Rights to Non ...

Chamber-sponsored visitor's booth at foot of Main Street

Other significant changes contemplated as well?

By Liz Schevtchuk Armstrong?

The Cold Spring Chamber of Commerce Monday evening (Sept. 19) withdrew and postponed a vote on proposed new bylaws that would have denied voting rights to non-profit organization members, barred them from serving in office, and made other significant changes to the Chamber governance. Retraction of the draft bylaws came less than three days before a membership vote on the changes at a planned 7:30 a.m. breakfast meeting, Thursday, Sept. 22.? The breakfast is still scheduled to take place. Chamber officers acted after leaders of non-profits who belong to the Chamber traded e-mails and concerns about their possible disenfranchisement and Philipstown.info asked questions about the proposed new bylaws. ?We will not be voting on the updated bylaws on Sept. 22 in order to address a few issues that have been brought to our attention,?Chamber Secretary Catharine J. Square informed members in an e-mail alert. ?The Chamber will be tackling these items over the next month or so and will send out a revised copy to the membership.?
?????? One organization executive director, Maggie Whitlum, of the Hudson Valley Shakespeare Festival (HVSF), said Monday night after the vote cancellation that she understood ?that there was a confusion of some kind? and that Chamber officers ?have no intention of excluding not-for-profits.? Chamber officers did not reply to questions Philipstown.info sent by e-mail on Friday evening, Sept. 16, regarding the draft bylaws. However, reached Monday while traveling, Chamber Vice President Marshall Mermell said that ?these are some of the very issues our board has been looking at.? A couple of new board members also may have reservations and the board intends to review the proposed bylaws further, he said.
?????? Posted on the Chamber website as ?revised April 20, 2011,? although no membership vote on them had occurred, the proposed bylaws set up five categories for membership: business, non-profit, corporate, associate, and honorary. The existing bylaws ? the ones intended to be replaced ? provide for membership by any individual or a corporation, partnership, or association. The proposed language stated that the non-profit membership category ?includes any non-profit organization? and ?allows any and all persons being members of the organization to participate in any activities within the Chamber? although ?membership does not allow voting rights or the right to hold office.? ??That stipulation puzzled the local non-profit sector, although several non-profits were reluctant to comment publicly, hoping for a clarification from the Chamber. Officials of at least two groups wrote to the Chamber on Monday afternoon, questioning the rationale for the proposed disenfranchisement.
?????? According to the membership list on the Chamber website, non-profits constitute a sizeable portion of the Chamber membership.? ?As many non-profits actually bring in a tremendous amount of the commerce benefiting our community (the Hudson Valley Shakespeare Festival?s nearly 30,000 patrons as one example) and these patrons then also often visit the village and its many businesses, I?m bothered that the new bylaws preclude these same non-profits from a real say in the one organization that is meant to represent the interests of all forms of commerce in the community,? Andrew T. Chmar, executive director of the Hudson Highlands Land Trust (HHLT), wrote to Square on Monday. Such a bylaws change, he added, ?seems to run counter the mission of the Chamber for our community.?
?????? HVSFs Whitlum voiced similar views. ?I am unclear on the background as to how this has arisen, but HVSFs economic impact to the area is enormous,? she told Philipstown.info. ?We have just carried out an audience survey which supports this view.? The festival presents plays under a tent at Boscobel, the historic estate just south of Cold Spring on Route 9D. After the Chamber cancelled the vote, Chmar thanked the officers and said that the HHLT ?looks forward to its continued membership and participation in the Chamber?s work and activities on behalf of the community in all its ?flavors.????

Additional Changes
Along with the alteration to the status of non-profits, the draft bylaws contain other changes, often increasing the board?s purview. For example, the proposed bylaws would allow the Chamber?s Board of Directors to grant dues-free honorary membership to persons with ?distinction in public affairs,? such as a village mayor, town supervisor, and county executive, though they may ?not ?own or operate a business inPutnamCounty.? Whether honorary members could vote on Chamber matters is unclear. In one provision, the proposed bylaws specify that ?honorary members shall have all the privileges of members,? but seven pages later the document states that ?they may not vote or hold office.?
?????? Other new provisions of the proposed bylaws would provide that:

• The president could be paid. The bylaws allow the Board of Directors, led by the Executive Committee (vice president, treasurer, one director, and president as non-voting committee member) to make decisions regarding the president?s role, including his or her ?performance, compensation, duties? and related functions.?????
• Prospective members would need the approval of a majority of the Board of Directors to join. Under the 2003 rules, the only criterion for membership is dues payment and willingness ?to support the purposes and policies? of the Chamber.?
• The Board of Directors, by majority vote, could amend, repeal or add to the bylaws. (Alternately, the whole membership could vote, though this is not a requirement.)?
• Some attendees at meetings might have to pay for access. The proposed bylaws state that guests and additional members from a member business (beyond the one covered by the dues paid) ?shall be required to pay an entrance fee as established by the Board of Directors.??
• The Chamber?s name would change from Cold Spring/Garrison Area Chamber of Commerce to Cold Spring Area Chamber of Commerce.?
• The Chamber?s mission would be ?to advance all business, professional, civic and cultural interests under the system of free, competitive enterprise.? Under the 2003 bylaws, the mission is ?to stimulate, promote, and support the business, commerce, and community of the Philipstown area.?
  Photo by K.E. Foley

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Source: http://www.philipstown.info/ptwp/?p=18122

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