ANGOLA AREA CHAMBER OF COMMERCE BYLAWS
ARTICLE I
General
Section 1 Name
This organization is incorporated under the laws of the State of Indiana and known as the Angola Area Chamber of Commerce. Its principal office will be located within the corporate limits of the City of Angola, Indiana.
Section 2 Purpose
The Angola Area Chamber of Commerce is organized to promote and advance the civic, commercial, educational, industrial, economic, agricultural, and recreational interests of the Angola Area; to promote integrity and justice in business and professional activities; to foster and maintain high ethical standards in social and business relations; to provide a forum for full and free discussion of public interest matters, and to provide a medium for dissemination of information about the community.
Section 3 Area
The Angola Area Chamber of Commerce serves the economic region of Steuben County.
Section 4 Limitation of Methods
The Angola Area Chamber of Commerce will observe all local, state and federal laws that apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
ARTICLE II
Membership
Section 1 Eligibility
Any person, association, corporation, or partnership having an interest in the objectives of the Angola Area Chamber of Commerce is eligible to apply for membership.
Section 2 Membership Investments
Membership investment levels will be determined by the Board of Directors and may be amended by a two-thirds vote of the Board.
Membership Investments and/or dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable on or before January 1.
Section 3 Application
Application for membership shall be submitted in writing to the Chamber on the form prescribed for such purpose, with said application constituting an agreement on the part of the applicant to adhere to bylaws, regulations and policies as adopted by the Board of Directors of the Chamber. Election of members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment as provided in Section 2 of Article II.
Section 4 Admission
All Applications for Membership, as described in Section 3, Article II of the bylaws, are subject to approval by the majority of the board of directors at the board meeting following their application. Subsequent membership renewal will be automatically approved unless there are objections by the Board.
Section 5 Termination
a) Any member may resign from the chamber upon written request to the Board of Directors.
b) Any member may be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after sixty (60) days from date due.
c) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting, for conduct unbecoming a member or prejudicial to the aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against. A member that is expelled has 30 days from the date of expulsion to appeal the decision in writing.
d) Members may resign at any time by submitting their written resignation. Dues paid prior to dismissal or resignation shall not be returned.
Section 6 Voting
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote.
ARTICLE III
Board of Directors
Section 1 Policy
The Board of Directors shall be responsible for the conduct, business and management of the Chamber of Commerce. The Board is responsible for establishing procedure, formulating policy of the organization, and adoption of all policies.
All members of the Board of Directors will serve without remuneration.
Section 2 Composition of the Board
The Board of Directors will be composed of 15 members, elected to serve for three (3) years. In addition, the immediate Past Chair may serve one successive year with full voting privileges if their term as Chair was in their third year. Terms shall be staggered so that one third of the directors shall be elected annually. No Board member can serve for more than two consecutive 3-year terms. A period of one (1) year must elapse before eligibility for election is restored. Each director shall serve until December 31st of their final year.
The composition of the Board of Directors shall strive to be representative of the membership as a whole i.e. industrial, retail, service, financial, health, educational, agricultural, and recreational employment sectors.
Section 3 Selection and Election of Directors
A. Election Committee
It shall be the duty of the Board of Directors to appoint, at the August Board Meeting, an Election Committee. It is the Committee’s duty to:
B. Publicity of Nominations
Prior to September 15, the Election Committee shall invite the members in good standing to submit potential nominees for consideration by the Election Committee via a special mailing to all members. Said mailing shall notify the Membership of their nominating rights, petition rights, and identify the members of the Election Committee.
C. Nominations by Petition
Additional names of nominees for Directors may be nominated by petition bearing the genuine signature of at least fifteen members in good standing, The Election Committee, upon request, shall supply an official petition form. Said petition must be filed with the Election Committee by September 30.
D. Preparation of Slate
A slate of nominees shall be determined by the Election Committee. Responses from the Membership plus nominations augmented by the Election Committee shall result in the slate, containing at least as many candidates as there are vacancies to be filled. A nominee must be a member in good standing, and must have agreed to accept the responsibility of a director.
E. Posting of Slate
The Election Committee shall file the slate of nominees with the Chamber Office at the October Board of Directors meeting. Said list shall be immediately posted in the office of the Chamber.
F. Ballot
All valid nominees shall be arranged on the ballot in alphabetical order. The ballot is to be mailed in a special mailing to all members in good standing by November 15. Instructions will be given to vote for no more candidates than required to complete a full Board of Directors. Ballots must be marked in accordance with instructions printed on the ballot and returned to the Chamber office by December1. Only members in good standing shall vote on the slate of nominees. Each member in good standing shall be allowed one vote. The Election Committee shall declare the new board members by December 5.
Section 4 Seating of New Directors
Newly elected board members and officers begin serving their terms effective January 1st. They will be seated at the January Board meeting and will be participating members thereafter.
Section 5 Vacancies
Vacancies on the Board of Directors may be filled by appointment with a majority vote of the board. A Board member appointed as the result of a vacancy will accept the appointment and serve the remainder of the term for that seat.
Section 6 Management
The Board of Directors will employ an Executive Director and will fix the salary and other considerations of employment. Any other paid staff of the Chamber must be approved by majority vote of the board.
The Board of Directors is responsible for establishing and maintaining employment policy, in accordance with state and federal law. These policies will be maintained in an Employee Handbook and reviewed, as necessary.
Section 7 Orientation
At regular intervals, orientation on the purposes and activities of the organization as well as review of the organization’s procedure manual will be conducted for the following groups; new board members, new officers, new directors, new employees, and committee chairpersons.
Section 8 Notices, Agenda and Minutes
Written notice of all chamber meetings should be given in advance, unless otherwise noted. An advance agenda should also be provided and minutes filed with the Chamber office.
Section 9 Meetings
The Board of Directors will meet monthly at a time and place determined by the Board. The January Board of Directors meeting will serve as a strategic planning session for the Board of Directors and committee chairs which should include goals and objectives for the year.
Special Board meetings may be called at any time by the Board Chair or with a majority of the Directors, with notice provided to each board member at least one (1) day prior to the meeting.
Committee meetings may be called at any time by the Board Chair, Vice Chair or by the Committee’s Chair.
Section 10 Meeting Attendance
A member of the Board of Directors who is absent from three (3) consecutive regular meetings of the Board of Directors, or absent 5 times during a rolling twelve months from a regular Board meeting, will be automatically removed from the Board, unless confined by illness or other absence approved by the majority vote of the Board, and replaced by a person appointed by the Board. This appointed Director will serve the remainder of the retired member’s term, will be eligible for re-election at the next annual election of the Board of Directors by the general membership, and will be eligible to serve two full three-year terms.
Section 11 Quorum
A simple majority of the Board shall constitute a quorum at all Board of Directors meetings. The act of a majority of the Directors present as the meetings at which a quorum is present shall be the act of the entire Board of Directors.
Section 12 Board Conduct
When just cause is presented, any Board member may have their privilege to serve revoked by resolution passed by a quorum of the voting members of the Board of Directors. A successor will then be elected for the remainder of the term. A Board member may be given the opportunity to resign prior to a vote to revoke. To remain a qualified Director, each shall adhere to these bylaws and thereby remain a member in good standing of the organization.
ARTICLE IV
Officers
Section 1 Determination of Officers
Nominations from the floor and from the Election Committee shall be taken at the November Board of Directors meeting, for officers for the following year.
The officers of the Board of Directors will be: Board Chair, Vice-Chair, and Treasurer. Officers for the following year will be elected by a majority vote of the Board at the December meeting. Officers shall take office on January 1 and shall hold office until December 31 of that year.
Officer vacancies may be filled by appointment of the Board Chair (or Vice-Chair in the event of the Board Chair vacancy) at any regular meeting of the Board of Directors, by a majority vote.
Section 2 Term Limits
Officers are elected for a one year term. A Board member can serve no more than two years at each officer position.
Section 3 Officer Duties
A. Board Chair - The Board Chair shall preside at all meetings of the Board of Directors and the membership; their objective is to carry out the Board’s vote/decisions. The Board Chair will, with advice and counsel of the Executive Director, Vice-Chair and Treasurer, appoint committee chairpersons and assist in the selection of committee personnel, and oversee the work of committee chairs, subject to the approval of the Board of Directors. The Board Chair shall, in the name of the Chamber, execute all instruments, deeds, contracts and conveyances as authorized by the Board of Directors. The Board Chair is responsible for direct supervision of the Executive Director. The Board Chair does not cast a vote except in the case of a tie or when ballots are used.
B. Vice-Chair - The Vice-Chair shall act as Board Chair in their absence, serve on the Executive Committee and provide advice and counsel to the Board Chair. The Vice-Chair will also serve as chairperson for a committee, as appointed by the Board Chair.
C. Treasurer – The Treasurer shall review the financial records of the Chamber on a monthly basis and report to the Board the status of the income and expense statement as well as other financial documents deemed appropriate, or requested by the Board. The Treasurer will also serve as the chairperson for the Finance Committee. Checks are to be signed by the Treasurer and the Board Chair, or, in the absence of either or both, by any two officers.
D. Executive Director – The Executive Director shall cause to be prepared, notices, agendas and minutes of meetings of the Board. The Executive Director shall serve as advisor to the Board Chair, assemble information and data and cause to be prepared, special reports, as requested from the Board Chair, and is a nonvoting participant at Board meetings. The Executive Director shall serve as counsel and advisor for all committees. The Executive Director is responsible for hiring, directing, supervising and discharging all office staff employees. The Executive Director is responsible for the preparation of an operating budget covering all activities of the chamber, subject to approval of the Board of Directors and is responsible for all expenditures with approved budget allocations. The Executive Director shall consult with the Finance Committee and Executive Committee for expenditures in excess of $1000 from the General Fund.
Section 4 Executive Committee
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but is accountable to the Board for its actions. The Executive Committee cannot overturn any Board decisions. It is comprised of the Board Chair, Past Board Chair, Vice-Chair, Treasurer and the Executive Director. The Board Chair will serve as chairperson of the Executive Committee.
ARTICLE V
Finances
Section 1 Funds
All money paid to the chamber will be placed in funds as determined by the Finance Committee.
Section 2 Disbursements
Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval from the Board of Directors. Disbursement will be by check,
Section 3 Fiscal Year
The fiscal year of the Chamber shall be January 1 to December 31.
Section 4 Budget
As soon as possible after election of new Board of Directors and officers, the Finance Committee shall adopt the budget for the coming year and submit to the Board of Directors for approval. It is the recommendation that the budget be established by the December Board meeting and adopted no later than the January Board meetings.
ARTICLE VI
Committees
Section 1 Appointment and Authority
The Board Chair, by and with the approval of the Board of Directors, will appoint all committees and committee chairs. The Board Chair, may appoint ad hoc committees or other committees from time to time to address special periodic needs of the Chamber, such as event committees.
It is the function of committees to make investigations, conduct studies and make recommendations to the Board of Directors and to carry out such activities as delegated to them by the Board. It is the responsibility of the committees to follow policy set by the Board.
Section 2 Limitation of Authority
No action by any member, committee, employee, director or officer will be binding upon, or constitute an expression of, the policy of the chamber until it shall have been approved or ratified by the Board of Directors.
Committees will be discharged by the Board Chair when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees.
Article VII
Membership Meetings
Section 1 Annual Meeting
The annual meeting of the membership, in compliance with State law, will be held during the first quarter of each year. The time and place will be established by the Board of Directors.
Section 2 Special Meetings
Special meetings of the membership may be called at any time by the Board Chair, a majority of the Directors, or upon petition in writing of at least 10% of members in good standing. Notice of special membership meetings should be provided at least five (5) working days prior to such meeting.
Section 3 Quorum
At any duly called general membership meeting of the chamber, 10% of the membership will constitute a quorum.
ARTICLE VIII
Dissolution
Section 1 Procedure
The chamber will use its funds only to accomplish the objectives and purposes specified in these bylaws. On dissolution of the chamber, any funds remaining will be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors, as defined in IRS code for Section 501 (c)(6) organizations.
ARTICLE IX
Parliamentary Authority
Section 1 Source
The current edition of Roberts Rules of Order will be the final source of authority in all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.
ARTICLE X
Amendments
Section 1 Revisions
These bylaws may be amended or altered at any regular or special meeting of the Board of Directors by a two-thirds vote of those present and qualified to vote, provided that a quorum as defined herein is present. Any proposed amendments or alterations must be submitted to the Board in writing in advance of the meeting at which they are to be acted upon.
Adopted October 13, 1982
Amended January 16, 2003
Amended December 18, 2003
Amended December 6, 2004
Amended April 20, 2006
Amended April 1, 2008
Amended December 18, 2008
Amended April 18, 2013
ARTICLE I
General
Section 1 Name
This organization is incorporated under the laws of the State of Indiana and known as the Angola Area Chamber of Commerce. Its principal office will be located within the corporate limits of the City of Angola, Indiana.
Section 2 Purpose
The Angola Area Chamber of Commerce is organized to promote and advance the civic, commercial, educational, industrial, economic, agricultural, and recreational interests of the Angola Area; to promote integrity and justice in business and professional activities; to foster and maintain high ethical standards in social and business relations; to provide a forum for full and free discussion of public interest matters, and to provide a medium for dissemination of information about the community.
Section 3 Area
The Angola Area Chamber of Commerce serves the economic region of Steuben County.
Section 4 Limitation of Methods
The Angola Area Chamber of Commerce will observe all local, state and federal laws that apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
ARTICLE II
Membership
Section 1 Eligibility
Any person, association, corporation, or partnership having an interest in the objectives of the Angola Area Chamber of Commerce is eligible to apply for membership.
Section 2 Membership Investments
Membership investment levels will be determined by the Board of Directors and may be amended by a two-thirds vote of the Board.
Membership Investments and/or dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable on or before January 1.
Section 3 Application
Application for membership shall be submitted in writing to the Chamber on the form prescribed for such purpose, with said application constituting an agreement on the part of the applicant to adhere to bylaws, regulations and policies as adopted by the Board of Directors of the Chamber. Election of members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment as provided in Section 2 of Article II.
Section 4 Admission
All Applications for Membership, as described in Section 3, Article II of the bylaws, are subject to approval by the majority of the board of directors at the board meeting following their application. Subsequent membership renewal will be automatically approved unless there are objections by the Board.
Section 5 Termination
a) Any member may resign from the chamber upon written request to the Board of Directors.
b) Any member may be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after sixty (60) days from date due.
c) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting, for conduct unbecoming a member or prejudicial to the aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against. A member that is expelled has 30 days from the date of expulsion to appeal the decision in writing.
d) Members may resign at any time by submitting their written resignation. Dues paid prior to dismissal or resignation shall not be returned.
Section 6 Voting
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote.
ARTICLE III
Board of Directors
Section 1 Policy
The Board of Directors shall be responsible for the conduct, business and management of the Chamber of Commerce. The Board is responsible for establishing procedure, formulating policy of the organization, and adoption of all policies.
All members of the Board of Directors will serve without remuneration.
Section 2 Composition of the Board
The Board of Directors will be composed of 15 members, elected to serve for three (3) years. In addition, the immediate Past Chair may serve one successive year with full voting privileges if their term as Chair was in their third year. Terms shall be staggered so that one third of the directors shall be elected annually. No Board member can serve for more than two consecutive 3-year terms. A period of one (1) year must elapse before eligibility for election is restored. Each director shall serve until December 31st of their final year.
The composition of the Board of Directors shall strive to be representative of the membership as a whole i.e. industrial, retail, service, financial, health, educational, agricultural, and recreational employment sectors.
Section 3 Selection and Election of Directors
A. Election Committee
It shall be the duty of the Board of Directors to appoint, at the August Board Meeting, an Election Committee. It is the Committee’s duty to:
- present a slate of nominees to the Board of Directors to fill vacancies created by retiring Directors.
- design the ballot form
- establish such rules and procedures that might be necessary to carry out the election of members to the Board of Directors in a manner consistent with these bylaws.
- count those ballots which have been cast in accordance with these bylaws and the rules and procedures established.
- receive nominations for officer positions for the upcoming year.
B. Publicity of Nominations
Prior to September 15, the Election Committee shall invite the members in good standing to submit potential nominees for consideration by the Election Committee via a special mailing to all members. Said mailing shall notify the Membership of their nominating rights, petition rights, and identify the members of the Election Committee.
C. Nominations by Petition
Additional names of nominees for Directors may be nominated by petition bearing the genuine signature of at least fifteen members in good standing, The Election Committee, upon request, shall supply an official petition form. Said petition must be filed with the Election Committee by September 30.
D. Preparation of Slate
A slate of nominees shall be determined by the Election Committee. Responses from the Membership plus nominations augmented by the Election Committee shall result in the slate, containing at least as many candidates as there are vacancies to be filled. A nominee must be a member in good standing, and must have agreed to accept the responsibility of a director.
E. Posting of Slate
The Election Committee shall file the slate of nominees with the Chamber Office at the October Board of Directors meeting. Said list shall be immediately posted in the office of the Chamber.
F. Ballot
All valid nominees shall be arranged on the ballot in alphabetical order. The ballot is to be mailed in a special mailing to all members in good standing by November 15. Instructions will be given to vote for no more candidates than required to complete a full Board of Directors. Ballots must be marked in accordance with instructions printed on the ballot and returned to the Chamber office by December1. Only members in good standing shall vote on the slate of nominees. Each member in good standing shall be allowed one vote. The Election Committee shall declare the new board members by December 5.
Section 4 Seating of New Directors
Newly elected board members and officers begin serving their terms effective January 1st. They will be seated at the January Board meeting and will be participating members thereafter.
Section 5 Vacancies
Vacancies on the Board of Directors may be filled by appointment with a majority vote of the board. A Board member appointed as the result of a vacancy will accept the appointment and serve the remainder of the term for that seat.
Section 6 Management
The Board of Directors will employ an Executive Director and will fix the salary and other considerations of employment. Any other paid staff of the Chamber must be approved by majority vote of the board.
The Board of Directors is responsible for establishing and maintaining employment policy, in accordance with state and federal law. These policies will be maintained in an Employee Handbook and reviewed, as necessary.
Section 7 Orientation
At regular intervals, orientation on the purposes and activities of the organization as well as review of the organization’s procedure manual will be conducted for the following groups; new board members, new officers, new directors, new employees, and committee chairpersons.
Section 8 Notices, Agenda and Minutes
Written notice of all chamber meetings should be given in advance, unless otherwise noted. An advance agenda should also be provided and minutes filed with the Chamber office.
Section 9 Meetings
The Board of Directors will meet monthly at a time and place determined by the Board. The January Board of Directors meeting will serve as a strategic planning session for the Board of Directors and committee chairs which should include goals and objectives for the year.
Special Board meetings may be called at any time by the Board Chair or with a majority of the Directors, with notice provided to each board member at least one (1) day prior to the meeting.
Committee meetings may be called at any time by the Board Chair, Vice Chair or by the Committee’s Chair.
Section 10 Meeting Attendance
A member of the Board of Directors who is absent from three (3) consecutive regular meetings of the Board of Directors, or absent 5 times during a rolling twelve months from a regular Board meeting, will be automatically removed from the Board, unless confined by illness or other absence approved by the majority vote of the Board, and replaced by a person appointed by the Board. This appointed Director will serve the remainder of the retired member’s term, will be eligible for re-election at the next annual election of the Board of Directors by the general membership, and will be eligible to serve two full three-year terms.
Section 11 Quorum
A simple majority of the Board shall constitute a quorum at all Board of Directors meetings. The act of a majority of the Directors present as the meetings at which a quorum is present shall be the act of the entire Board of Directors.
Section 12 Board Conduct
When just cause is presented, any Board member may have their privilege to serve revoked by resolution passed by a quorum of the voting members of the Board of Directors. A successor will then be elected for the remainder of the term. A Board member may be given the opportunity to resign prior to a vote to revoke. To remain a qualified Director, each shall adhere to these bylaws and thereby remain a member in good standing of the organization.
ARTICLE IV
Officers
Section 1 Determination of Officers
Nominations from the floor and from the Election Committee shall be taken at the November Board of Directors meeting, for officers for the following year.
The officers of the Board of Directors will be: Board Chair, Vice-Chair, and Treasurer. Officers for the following year will be elected by a majority vote of the Board at the December meeting. Officers shall take office on January 1 and shall hold office until December 31 of that year.
Officer vacancies may be filled by appointment of the Board Chair (or Vice-Chair in the event of the Board Chair vacancy) at any regular meeting of the Board of Directors, by a majority vote.
Section 2 Term Limits
Officers are elected for a one year term. A Board member can serve no more than two years at each officer position.
Section 3 Officer Duties
A. Board Chair - The Board Chair shall preside at all meetings of the Board of Directors and the membership; their objective is to carry out the Board’s vote/decisions. The Board Chair will, with advice and counsel of the Executive Director, Vice-Chair and Treasurer, appoint committee chairpersons and assist in the selection of committee personnel, and oversee the work of committee chairs, subject to the approval of the Board of Directors. The Board Chair shall, in the name of the Chamber, execute all instruments, deeds, contracts and conveyances as authorized by the Board of Directors. The Board Chair is responsible for direct supervision of the Executive Director. The Board Chair does not cast a vote except in the case of a tie or when ballots are used.
B. Vice-Chair - The Vice-Chair shall act as Board Chair in their absence, serve on the Executive Committee and provide advice and counsel to the Board Chair. The Vice-Chair will also serve as chairperson for a committee, as appointed by the Board Chair.
C. Treasurer – The Treasurer shall review the financial records of the Chamber on a monthly basis and report to the Board the status of the income and expense statement as well as other financial documents deemed appropriate, or requested by the Board. The Treasurer will also serve as the chairperson for the Finance Committee. Checks are to be signed by the Treasurer and the Board Chair, or, in the absence of either or both, by any two officers.
D. Executive Director – The Executive Director shall cause to be prepared, notices, agendas and minutes of meetings of the Board. The Executive Director shall serve as advisor to the Board Chair, assemble information and data and cause to be prepared, special reports, as requested from the Board Chair, and is a nonvoting participant at Board meetings. The Executive Director shall serve as counsel and advisor for all committees. The Executive Director is responsible for hiring, directing, supervising and discharging all office staff employees. The Executive Director is responsible for the preparation of an operating budget covering all activities of the chamber, subject to approval of the Board of Directors and is responsible for all expenditures with approved budget allocations. The Executive Director shall consult with the Finance Committee and Executive Committee for expenditures in excess of $1000 from the General Fund.
Section 4 Executive Committee
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but is accountable to the Board for its actions. The Executive Committee cannot overturn any Board decisions. It is comprised of the Board Chair, Past Board Chair, Vice-Chair, Treasurer and the Executive Director. The Board Chair will serve as chairperson of the Executive Committee.
ARTICLE V
Finances
Section 1 Funds
All money paid to the chamber will be placed in funds as determined by the Finance Committee.
Section 2 Disbursements
Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval from the Board of Directors. Disbursement will be by check,
Section 3 Fiscal Year
The fiscal year of the Chamber shall be January 1 to December 31.
Section 4 Budget
As soon as possible after election of new Board of Directors and officers, the Finance Committee shall adopt the budget for the coming year and submit to the Board of Directors for approval. It is the recommendation that the budget be established by the December Board meeting and adopted no later than the January Board meetings.
ARTICLE VI
Committees
Section 1 Appointment and Authority
The Board Chair, by and with the approval of the Board of Directors, will appoint all committees and committee chairs. The Board Chair, may appoint ad hoc committees or other committees from time to time to address special periodic needs of the Chamber, such as event committees.
It is the function of committees to make investigations, conduct studies and make recommendations to the Board of Directors and to carry out such activities as delegated to them by the Board. It is the responsibility of the committees to follow policy set by the Board.
Section 2 Limitation of Authority
No action by any member, committee, employee, director or officer will be binding upon, or constitute an expression of, the policy of the chamber until it shall have been approved or ratified by the Board of Directors.
Committees will be discharged by the Board Chair when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees.
Article VII
Membership Meetings
Section 1 Annual Meeting
The annual meeting of the membership, in compliance with State law, will be held during the first quarter of each year. The time and place will be established by the Board of Directors.
Section 2 Special Meetings
Special meetings of the membership may be called at any time by the Board Chair, a majority of the Directors, or upon petition in writing of at least 10% of members in good standing. Notice of special membership meetings should be provided at least five (5) working days prior to such meeting.
Section 3 Quorum
At any duly called general membership meeting of the chamber, 10% of the membership will constitute a quorum.
ARTICLE VIII
Dissolution
Section 1 Procedure
The chamber will use its funds only to accomplish the objectives and purposes specified in these bylaws. On dissolution of the chamber, any funds remaining will be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors, as defined in IRS code for Section 501 (c)(6) organizations.
ARTICLE IX
Parliamentary Authority
Section 1 Source
The current edition of Roberts Rules of Order will be the final source of authority in all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.
ARTICLE X
Amendments
Section 1 Revisions
These bylaws may be amended or altered at any regular or special meeting of the Board of Directors by a two-thirds vote of those present and qualified to vote, provided that a quorum as defined herein is present. Any proposed amendments or alterations must be submitted to the Board in writing in advance of the meeting at which they are to be acted upon.
Adopted October 13, 1982
Amended January 16, 2003
Amended December 18, 2003
Amended December 6, 2004
Amended April 20, 2006
Amended April 1, 2008
Amended December 18, 2008
Amended April 18, 2013
