Revised and Adopted January 8, 2016
ARTICLE I: NAME AND PURPOSE
SECTION 1 – NAME OF ORGANIZATION
This organization is incorporated under the laws state of Arizona and shall be known as the Greater Florence Chamber of Commerce.
SECTION 2 – PURPOSES
The purpose of the Greater Florence Chamber of Commerce is to promote, develop, and unite the business community in the greater Florence area in order to accomplish economic growth.
SECTION 3 – LIMITATION OF METHODS
The Greater Florence Chamber of Commerce shall observe all local, state, and federal laws that apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
ARTICLE II: MEMBERSHIP
SECTION 1 – ELIGIBILITY
Any person, association, corporation, partnership, or estate having an interest in the purpose and objectives of the organization shall be eligible for membership. All membership investment will be annualized after the first year, so the anniversary date will coincide with the new year.
SECTION 2 – APPLICATION TO MEMBERSHIP
Application for membership shall be in writing on forms provided for that purpose and signed by the applicant. Any applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.
SECTION 3 – INVESTMENT
Membership investment shall be at such a rate, schedule or formula as may be determined by the Board of Directors and are payable annually in advance. Membership is valid for one (1) year from the date of payment.
SECTION 4 – TERMINATION Of MEMBERSHIP (Resignation/Expulsion/Delinquency)
- Any Member may resign from the Chamber upon written notification to the Board of Directors. All membership-related fees are non-refundable.
- Any Member shall be expelled for nonpayment of their annual investment after thirty (30) days from the date due, unless otherwise extended.
- Any member may be expelled by a majority vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming of a member or prejudicial to the purpose or objectives of the Chamber. Member may submit a written appeal within thirty (30) days of notification to the Board of Directors. Once received, the Board will review the appeal during the next regularly scheduled board meeting. During this time all member benefits will be suspended.
SECTION 5 – VOTING PROCEDURES
In any proceeding in which member voting is called for, each eligible member in good standing shall be entitled to cast one vote.
SECTION 6 – EXERCISES OF PRIVILEGES
Any firm, association, business, corporation, partnership, or estate-holding membership may nominate an individual to exercise the privileges of membership and shall have the right to change its designated representative upon written notice.
SECTION 7 – ORIENTATIONS
At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new directors, officers and board members, committee leaders, committees, new members, and volunteers.
SECTION 8 – HONORARY MEMBERSHIPS
Individuals only may be considered by the Board of Directors for honorary membership. Businesses are not eligible for honorary membership. Honorary members shall have all the privileges of membership, except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote. Honorary membership will be valid for one year from the date the membership has been approved.
ARTICLE III: MEETINGS
SECTION 1 – ANNUAL MEETING
The annual meeting of the Chamber, in compliance with State Law, shall be held in or before the month of February following the end of the budgeted calendar year. The time and place shall be fixed by the Board of Directors and notice thereof communicated (electronic and/or print) to each member, at least ten (10) days before said meeting.
SECTION 2 – GENERAL MEETING
At any duly called meeting of the chamber, membership and/or Board of Directors, five (5) or more voting directors shall be considered a quorum.
SECTION 3 – ADDITIONAL MEETINGS
General Meetings of the Chamber of Commerce may be called by the Chair at any time or upon petition in writing of 20% of the members in good standing. Only members may collect signatures for the petition.
- Notice of special meetings shall be communicated (electronic and/or print) to each member at least ten (10) days prior to such meetings.
- Regular monthly meetings may be called by the Chair or by the Board of Directors upon written application of three (3) members of the Board. Notice including the purpose of the meetings shall be given to each Director at least twenty-four (24) hours prior to said meeting.
- Committee meetings may be called at any time by the Chair, an Executive Council Officer, or by the committee’s chairperson with 24 hours’ notice.
SECTION 4 – NOTICES, AGENDAS & MINUTES
Written notice of all chamber membership meetings must be given at least ten (10) days in advance, unless otherwise stated. An agenda and minutes must be prepared for all meetings. Each year it will be the responsibility of the Chair (or successor in the case of early dismissal) from the prior year to coordinate the annual meeting(s).
ARTICLE IV: BOARD OF DIRECTORS
SECTION 1 – EXPECTATIONS OF THE BOARD
The governing and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, hire its Executive Director, and direct its affairs. Directors shall not be entitled to be represented by proxy. No Board member shall receive any compensation solely by reason of membership on the Board.
SECTION 2 – DIRECTORS
The Board of Directors shall be composed of no less than five (5) and no more than nine (9) directors and two non-voting Ex Officio officers. When possible there shall be five (5) directors elected to the Executive Council annually to serve for a period of one (1) year or until their successors have been elected and installed. The government and policy-making responsibilities of the chamber shall be vested in the board of directors, which shall control its property, be responsible for its finances, and direct its affairs.
SECTION 3 – TERM OF OFFICE
The term of office for a Director will begin on the first day of January following their election. No Director who has served two (2) consecutive elected terms shall be eligible to again serve as director until one (1) year after the expiration of his/her second term. The directors shall have the power to fill all interim vacancies on the Board. Any member appointed to the Board to fill an unexpired term shall be eligible for two (2) elected terms immediately following the term for which he/she was appointed.
SECTION 4 – ATTENDANCE
Unexcused absence from three (3) Board meetings in a calendar year without prior approval by the Chair may result in removal by the Board of Directors. Failure to fulfill the commitment could result in removal from the Board.
SECTION 5 – NOMINATION OF DIRECTORS
- Nominating Committee – The Nominating Committee will be approved by the Board of Directors. Prior to the November board meeting, the Nominating Committee shall present to the Chair and Board of Directors a slate of candidates to replace the directors whose terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. Candidate nominations are due to the Chamber office no later than September 30.
- Public Notice of Nominations – Upon receipt of the report of the Nominating Committee, The Chair shall notify the membership by email or mail the names of the persons nominated as candidates and of the right of petition.
- Nomination by Petition – Prior to the nomination meeting, additional candidates for directors may be nominated by the membership. Nominations bearing the signature of at least 10% of the members in good standing shall be filed with the Nominating Committee no later than ten (10) days prior to the board meeting. The determination of the Nominating Committee, as to the legality of the petitions, shall be final.
- Determination – If there are no nominations presented from the membership and the slate of nominees presented by the Nominating Committee presents only the number to fill the appropriate vacancies, the election shall be of those nominees presented. If the slate presented by the Nominating Committee and membership exceeds the number of positions available, the vote shall be by ballot. Ballots can be distributed to members in good standing electronically or printed and mailed.
SECTION 6 – ELECTIONS OF DIRECTORS
- If it is required that an election be held, the election of the Board of Directors shall be held in the month of November.
- The Chair shall preside over the election proceedings unless she or he is one of the nominees, in which case, the Chair-Elect shall preside. If the Chair-Elect is also a nominee, a Board Member representative of the Nominating Committee shall be appointed by the Board of Directors.
- The Board of Directors shall appoint a committee from the membership of three (3) people, one of which shall be a member of the Board of Directors, to collect and count all ballots.
- All ballots must be received in the Chamber office by five (5) p.m. on the day before the date established for the counting of ballots.
- The board member on the committee shall announce to the membership the results of the election immediately after counting the ballots.
- In the event of a tie vote, the Board of Directors shall conduct an election to break the tie vote. This election shall be decided by the qualified voters present at the January membership meeting, and the Director shall take office immediately following.
SECTION 7 – INDEMNIFICATIONS
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of Commerce, any and all of its directors or former directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties or a party, by reason of having been directors of the Chamber, except in relation to matters as to which such Director shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated in the existence of such liability. A Director may not become a paid staff member of the Greater Florence Chamber of Commerce for one (1) year after the completion of their board service uncles previously approved by the Board of Directors.
SECTION 8 – WHISTLE BLOWER
The Greater Florence Chamber of Commerce is committed to operating in the furtherance of its tax-exempt purposes and in compliance with all applicable laws, rules and regulations, including those concerning accounting and auditing, and prohibits fraudulent practices by any of its board members, officers, employees, or volunteers. Any member of the organization may bring attention to unethical or illegal practices to the Executive Director, Board Chair, Executive Council, or proper authorities in regard to said practices.
SECTION 9 – ELECTRONIC VOTING
The Board of Directors may be required to vote through email communications regarding urgent matters such as policy, budgets, personnel, finances, or any matter that would impede the progress of or improve the productivity of the Chamber; whereas postponing until a regularly scheduled board meeting would have an adverse effect on its mission or organizational objective.
ARTICLE V: OFFICERS
SECTION 1 – OFFICERS
The new Board of Directors at its regular December meeting shall organize for the coming year. At this meeting, the Board shall approve the succession of leadership to the Executive Council. At the discretion of the Board, the Secretary and Treasurer may be one and the same person. All officers shall serve for a term of one (1) year when possible or until their successors assume the duties of office. They shall be voting members of the Board of Directors.
SECTION 2 – DUTIES OF OFFICERS
- Chair of the Board (Chair) – Shall serve as the chief elected officer of the Chamber and shall preside at all meetings of the membership, board of directors and Executive Council. She or he will also have under the immediate jurisdiction all counsel pertaining to their general duties. The Chair is the spokesperson for the organization and responsible for all formal statements issued on behalf of the Board and Chamber. The Chair may opt to delegate all spokesperson duties to the Executive Director. The Chair will assume all duties of the Executive Director, or delegate those duties to volunteer Members, without compensation from the Chamber, in the absence of an Executive Director being employed by the organization.
- Chair-Elect – Duties of the Chair-Elect shall be such as their titles by general usage would indicate and such as required by law, as well as those that may be assigned by the Chair and the Board of Directors. The Chair-Elect shall exercise the powers and duties of the Chair in his or her absence or disability.
- Treasurer – The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the Board. Checks are to be signed ty the Treasurer and the Chair or, in absence of either or both, by any two officers. The Treasurer shall provide a monthly financial report to the Board of Directors.
- Secretary – The Secretary shall maintain records of the Board and Executive Council. He or she manages minutes of board meetings and ensures the minutes are distributed to members shortly after each meeting.
- Immediate Past Chair – The Immediate Past Chair will serve on the Executive Council. If the Immediate Past Chair’s term as a board member has expired, his or her term will be extended by one year. The Immediate Past Chair shall exercise the powers and duties of the Chair or Chair-Elect in his or her absence or disability.
- Executive Director –The Executive Director shall be responsible for the official records and correspondence of the Chamber. The Executive Director shall maintain all records of the official actions of the Chamber and shall arrange for their safekeeping, as to include but not limited to the following: minutes of all meetings, sponsorships, publications, programs, etc. The Executive Director shall be employed by and directly responsible to the Board of Directors and shall be responsible for the general supervision and management of the office, staff, volunteers, gift shop, and business affairs of the Chamber. The Executive Director attends all Board and Executive Council meetings at the pleasure of the Board of Directors in a non-voting capacity. The Executive Director will perform under contract of no less than one (1) year and up to five (5) years as determined by the Executive Council and approved by the Board.
SECTION 3 – EXECUTIVE COUNCIL
The Executive Council shall act for and on behalf of the Board of Directors when the Board is not in session and shall be accountable to the Board for its actions. It shall be composed of the Chair, Immediate Past Chair, Chair-Elect, Treasurer, and Secretary. The Chamber’s Chair of the Board will serve as Chair of the Executive Council.
SECTION 4 – INDEMNIFICATIONS
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of all of its officers as spelled out in Article IV, Section 7 of these bylaws.
SECTION 5 – REMOVAL FROM OFFICE
Any officer or director may be removed from office as a result of failure to fulfill the duties of said office or from conduct detrimental to the best interest of the Greater Florence Chamber of Commerce. Said removal must be determined by majority vote of the Executive Council. If the officer is the party to be removed, he or she shall abstain from the vote.
SECTION 6 – VACANCIES
Vacancies by resignation or otherwise on the Board of Directors shall be filled by appointment by the Chair with the approval of the Board for the remaining term of office. Departing board members may recommend a representative from their business/organization as their successor. The Board may either accept or deny the successor and appoint him or her to the duties of the prior director but not to the Executive Council.
ARTICLE VI: COMMITTEES AND DIVISIONS
SECTION 1 – APPOINTMENT AND AUTHORITY
The Chair, by and with the approval of the Board of Directors, shall appoint all committees and committee chairpersons. The Chair may appoint Ex Officio, non-voting members of the Board of Directors and ad hoc committees and their chairpersons as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the Chair and shall serve concurrent with the term of the appointing Chair unless a different term is approved by the Board of Directors. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and carry on such activities as may be delegated to them by the Board.
SECTION 2 – LIMITATION OF AUTHORITY
No action by any member, committee, division, employee, director, or officer shall be binding upon or constitute an expression of the policy of the Chamber until it has been approved or ratified by the Board of Directors. Committees shall be discharged by the Chair when their work has been completed and their work accepted, or when, in the opinion of the Board, it is deemed wise to discontinue the committees.
SECTION 3 – DIVISIONS
The Board of Directors may create divisions, bureaus, departments, councils or subsidiary corporations. The Board shall authorize and define their powers and duties annually, and review and approve all their activities and proposed programs, including collection and disbursement of funds. No action of any kind shall be taken by divisions, bureaus, departments, councils, or subsidiary corporations having baring upon or expressive of the Chamber, unless approved in advance by the Board.
ARTICLE VII: FINANCES
SECTION 1 – FUNDING
All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget shall be carried over in the new budget cycle. A savings account or comparable investment savings tool should be established and maintained with at least three (3) months of operational expenses when budgeted revenues permit.
SECTION 2 – DISBURSEMENTS
Upon approval of the budget, the Executive Director is authorized to make cash disbursements on accounts and expenses provided for in the budget under policies established by the Board of Directors.
SECTION 3 – FISCAL YEAR
The fiscal year of the Chamber shall close December 31st of each year.
SECTION 4 – ANNUAL BUDGETS
Prior to the November meeting, the Final Committee shall assist the Executive Director in the preparation of an operating budget for all activities of the Chamber. After approval by the Executive Council, the budget shall be presented to the Board of Directors for consideration and adoption at the regular November meeting. Upon approval by the Board of Directors, the budget shall provide the monetary policy of the Chamber for the forthcoming fiscal year. The Board may modify the budget by a majority vote of the Board.
ARITICLE VIII: DISSOLUTION PROCEDURE
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure or be distributed to the members of the Chamber. On dissolution of the Chamber, any funds remaining shall 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 Section 501(c)(3).
ARTICLE IX: PARLIAMENTARY AUTHORITY
The current edition of Robert’s Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter of Bylaws of the Chamber.
ARTICLE X: AMENDMENTS
These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors or by a majority of the members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments.
[SIGNATURES ON FILE AT CHAMBER OFFICE]
ADOPTED AND APPROVED THIS ____________ DAY OF __________________ 20_______.
VICE CHAIR: _______________________________