Chamber Updates, Member News

& Tips for Business You Can Use

Dear Members,



This is longer and drier than most updates but hugely important. Bylaws are the guiding documents for any non-profit or not-for-profit organization, and so keeping them updated is critical.  

We need to change our bylaws since we changed our chamber name (and that is the first bylaw). According to Article 9 of our bylaws, there are two ways we can change them:

• by vote at our Annual Meeting of the Membership (in a couple of weeks), or
• by vote at any regularly scheduled Board Meeting

Naturally the latter would be much easier, but for transparency, and with many changes being made, we feel strongly that it should be voted on at the Annual Meeting of the Membership on January 31, 2023 at 6PM.  

Please note we do not have a location for that meeting yet- but we hope to have that to you by day's end of Tuesday, January 17. We have announced a Save the Date and will be sending a notice out once it is confirmed. You can pre-register for the event here: https://www.midcoastmaine.com/calendar/event/12393 

I have created three ways for you to see the Bylaw Changes:

• PDF Change Tracker (three columns)
• 2023 Proposed Bylaws in Full
• Video Link of Most Drastic Changes

What is the PDF Change Tracker?

This three-column layout breaks down each of the 10 articles of our bylaws into their individual sections by displaying:

• Column 1: How the section was worded currently (meaning after the last edits in 2016)
• Column 2: What, if any, changes were made
• Column 3: How that section of the bylaws will read if the changes are accepted. 

If you're looking for exactly what changed or what the original bylaw said, this is the best place to find that. Download the three-column PDF Change Tracker here.

The second way to look at the changes is to read the Proposed Bylaws in full. You can simply read only the third column of the PDF Tracker or I have put the 2023 Proposed Bylaws into one document here.

The third way is to trust us on the small typo changes and watch this video for the biggest Fundamental Changes which are likely the most relevant changes.  

You will notice a LOT of changes. 

Around 87 in total if my count is correct.  

To make this a useful exercise I broke down the changes into three categories of severity as follows:

Severity of Bylaw Changes

• Typo Updates (66)- grammatical changes, updates to the new name, acronym, and officer titles, etc.
• Substantive Updates (9)- changes of substance but nothing earth-shattering
• Fundamental Changes (12)- the most critical changes, all worthy of your attention

Below is more detail about each of these categories and how they impact the bylaw updates.

Why Now?

To be perfectly clear, some of these bylaw changes probably should have happened years ago to make compliance to our chamber processes easier, but fixing bylaws is a big undertaking. We figured if we have to make bylaw changes because of our new chamber name, then let’s make all of the changes we need and not have to do this annually. The process took us nearly a year but we’re happy with the results.  

Don’t Miss the Proposed Mission & Vision Statements!

Even if reading bylaws is “not your thing” you should, at the very least, look at our proposed Vision and Mission Statements (highlighted below). The Vision Statement tells you what we want our impact on the world to be, and the Mission Statement tells you how we will do it. Lots of work went into these new pieces as they are arguably our most impactful updates.  

With that, if you have questions, suggestions, or most importantly notice any errors please let me know ASAP. If there is something wrong we need to make sure it’s right before voting on the 31st. 



Thanks,

Cory

Three News & Notes Updates this Week

Quick FYI: This is the first of three e-newsletters for you this week.

The second one will be by the end of the day Tuesday/early Wednesday as we finalize the Annual Meeting location for January 31. (By our bylaws we can't wait til Friday to announce that- must be at least 10 days prior -doesn't say business days)

The third one will be your regular Friday updates. Apologies, for the multiple updates- that should be this week only so that we stay in compliance with the bylaws for announcing the Annual Meeting.

Outlining the Three Types of Bylaw Changes

We have categorized our bylaw changes into three types: 

• Typo Updates
• Substantive Updates 
• Fundamental Changes

Typo Updates (66):

The majority of changes in the bylaws are typo updates- they don’t fundamentally change how the organization works. Primary among these typo changes is adopting the chamber’s new name that got voted in last year, but hasn’t been changed yet in these bylaws. In order to change our bank accounts and all other official documents, the name of the organization must change.

We are proposing bylaw 1.01 will read, ‘The organization shall be known as the Bath-Brunswick Regional Chamber’ (we were formerly the Southern Midcoast Maine Chamber).  

Subsequently, all instances of ‘Southern Midcoast Maine Chamber’ or ‘SMMC’ must be changed throughout the document to ‘Bath-Brunswick Regional Chamber or BBRC’.

Additionally, the bylaws (and some of our policy and communications) have used the term President and Chairperson interchangeably when referring to the same position. We decided we need only one and have accepted the “President” family as our chosen vernacular. This made us change President to everywhere in the bylaws including when referring to the Vice President and 2nd Vice President (which at times were 1st Vice Chair and 2nd Vice Chair, and so on).  

The last big class of typos fell into pronouns, where everything used to read ‘he’ and we made some ‘he or she’ and others ‘they or their’.  

In total by my count (and it may be off due to whether you count a comma and a word change as two edits or one) is as follows:

• Name/Acronym changes: 9
• Pronoun Updates: 18
• Missing a word: 1
• Deletion of duplicate paragraphs or paragraphs revised in 2016 that were never deleted: 2
• Officer title changes to President or some variation thereof: 24
• Other typos (primarily formatting and capitalization changes): 11

What are Substantive Updates?

These are updates that tweak or change some processes in an effort to update the bylaws or to clarify how a procedure is done. These changes have substance but are not earth shattering.  You can see the summary of all nine change in the right-hand column. for further details look at the PDF Change Tracker and search by section.

What Belongs in the Bylaws?

It’s important to note: You don’t want your bylaws to be too restrictive (making it difficult to stay in compliance), though you do need guiding principles. 

It’s a balance. 

Some of these proposed changes are to make compliance a little easier without removing the principle altogether (Section 5.4 is a good example of that).

However, some policies don’t belong in your bylaws at all- they actually belong in a policy and procedures manual. We are removing 4 such sections in these bylaws including sections 6.2 and 6.3; these sections discuss how the chairperson of committees get appointed and how vacancies on committees get selected. 

In our opinion, the bylaws should discuss the powers and rights of the Board of Directors and Executive Committee; sub-committees for the Golf tournament or Marketing Team, for instance, shouldn’t be in the bylaws. 

Summary of the Substantive Updates (9)

Section 2.4: Adding e-mail as a way for members to resign membership.

Section 5.3: Section Title Change; formerly “Executive Committee” yet it discusses what powers the board may or may not delegate to the Executive Committee. Proposed title: “Reserved Powers of Board of Directors”

Section 5.4: Dictates that the officers may elect other directors onto the Executive Committee as they see fit; previously it was designated as ‘at least two appointees who are designated by the Chairman and the immediate past Chairman’ which we feel is too restrictive.

Section 7.2: We increased the competitive bid requirement from <$2,000 to <$5,000

Section 7.4: We removed reference to the Finance Committee (which no longer meets regularly.) If the Finance Committee does re-emerge, that’s great but we don’t want to mention a committee in the bylaws that isn’t actively meeting.  

Section 2.6: REMOVAL; loosely mentioned that new directors, committee volunteers and members should get an orientation; this a POLICY not a BYLAW

Section 6.2: REMOVAL; describes how committee chairs are chosen; this is a POLICY not a BYLAW

Section 6.3: REMOVAL; mentions Committee member vacancies; this is a POLICY not a BYLAW

Section 7.11: REMOVAL; mentions how the board will us CD Savings Accounts; this is a POLICY not a BYLAW

Fundamental Changes (12):

New Name, Mission Statement, Board Size & More

These are the big changes, and likely the ones you want to focus on. We have some fundamental changes, such as our Chamber Name Change (Bylaw 1.1) which led to many other typo updates as referenced earlier.  

As in the section above we have a list below of the sections with Fundamental Changes. We feel it’s necessary to give you the reasoning behind these changes however it would be a lot to read. That is why we created this Video Link of the 12 Fundamental Bylaw Changes. Please watch the video if you want more background.  

New Vision & Mission Statements (Section 1.2)

Before the list however, I do want to highlight what I think are the biggest changes (besides the name change) and that is Section 1.2 that includes both our Vision and Mission Statements.

Reasoning: The current mission and vision statements are ok, but they’re quite broad and generic. The board worked hard to create both a new mission and vision statement that are more current and more focused on our desired core tenets and spell out our purposes a little more precisely.

Old Vision Statement:

The Vision of the Southern Midcoast Maine Chamber is to increase prosperity in our region.

Proposed New Vision Statement: 

The vision of the Bath-Brunswick Regional Chamber is to be the trusted partner for relationship building, economic expertise and the facilitator of regional vitality.

Old Mission Statement:

In support of this vision, our mission is to champion the growth, success and quality of life in our region.

Proposed New Mission Statement: 

In support of this vision, our mission is to be a catalyst for growth and development of our region through: 

collaborative policymaking, 

eliminating barriers, 

connecting leaders, 

promoting prosperity, and 

welcoming diversity. 

Hopefully you can see the value in the two proposed statements for their ability to clarify our organization’s purpose.

Here are the Fundamental Changes

(12 Changes over 9 Sections)

Section 1.1: Organization Name

After 9 months of polling the members as we announced last March our new name is Bath-Brunswick Regional Chamber.

Section 1.2: Purpose (Vision and Mission Statements)

As described above the new vision and mission statements are a bit more current and focused.  

Section 3.1: Annual Meeting of the Membership Date

Currently it says our Annual Meeting should be in January; the proposed change would be ‘in Quarter 1 of the year’ to give us more flexibility with planning, snow dates, etc. 

Section 3.5: Meeting Frequency- New Section

We did not have the meeting frequency in our bylaws, though we have had it as a policy. The new proposal is for a minimum of six annual Board Meetings of six, Executive Committee of 8 annually. There is no maximum and thus could meet more than that if deemed necessary.

Section 4.1: Dropping Board Minimum Quorum from 15 to 9

We always plan to have a dozen or more directors, but if it did dip below 15, we feel we could still manage the affairs of the corporation. This simply makes compliance easier.

Section 4.2: Director Nomination Process

This was a very exact and quite burdensome process, including things like petitions needing 50 member signatures to propose a director. The proposed changes greatly simplifies this process.

Section 5.1: Election of Officers (2 Changes)

The old bylaws said the officers are elected at a Board meeting-in reality, the slate is proposed but the vote comes from the membership at the Annual Meeting. Secondly, we added a line to denote that the President and Treasurer cannot be the same person, for checks and balances purposes.

Section 5.2: Duties of Officers (3 Changes)

We have removed succession language for both the 1st Vice President to become the President and 2nd Vice President to be the 1st Vice President. Though that is our desired succession plan, occasionally a 2nd VP or 1st VP may not have enough years of left in their terms for this succession- eliminating this makes compliance easier. 

After those two changes, the third change is in the Secretary section. It requires the Secretary to print and sign the minutes which we found to be antiquated.  

Section 6.1: Standing Committees

Several committees that no longer exist (such as the Fundraising Committee and the Midcoast Education Outreach Program) and some that do exist (like Marketing and Government Liaisons) were listed together in this section. Though we expect those to continue, if they merged in the future with another committee or disbanded because a staff person took on those duties, we don’t want to have to change the bylaws again. Therefore the only standing committee is the Executive Committee who can then authorize new committees and work teams as they see fit. 

For more information on these bylaw changes please watch the video link, look at the three-column PDF, or read the 2023 bylaws in full.  

We will be voting on these changes on January 31st. If you have necessary feedback please bring it to us prior to the 3by January 30 so that we can make any changes before the final vote.  

Thanks

Cory

PS Again look for confirmation of the Annual Meeting location within the next 24 hours

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