Bylaws of the Greater Florence Chamber of Commerce
Adopted November 17, 2016
ARTICLE I — NAME AND PURPOSE
SECTION 1. Name. The name of this corporation shall be The Greater Florence Chamber of Commerce.
SECTION 2. Purpose. The purpose of The Greater Florence Chamber of Commerce is to encourage economic development by strengthening and expanding business and community growth through the promotion of its membership. The Greater Florence Chamber of Commerce shall be nonpartisan and nonsectarian and shall not discriminate on the basis of race, creed, color, age, sex, marital status, handicap, or veteran status.
ARTICLE II — MEMBERSHIP
SECTION 1. Membership Eligibility. Individuals and entities, regardless of place of residence, interested in the purpose of The Chamber shall be eligible for membership.
SECTION 2. Membership Application. Applications for membership shall be made in writing or online, and the application shall be regarded as a guarantee on the part of the applicant of their interest in the purposes of the Chamber, and of their adherence to its bylaws, rules, and regulations.
SECTION 3. Membership Types and Dues. The types or categories of membership and the dues for each type or category shall be as set forth from time to time by the Board of Directors. Any changes in dues will take effect on January 1 of the calendar year following such changes. A Chamber member with a second business may purchase a second membership for $100.
SECTION 4. Honorary Membership. Any Board Member may nominate an individual or business for an honorary membership who has provided outstanding services in support of the Chamber mission. 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.
SECTION 5. Term. All active memberships shall continue from year-to-year, unless the Chamber shall be notified of discontinuance. An annual invoice will be mailed to each member prior to the expiration of the current membership.
SECTION 6. Termination of Membership. Any membership that is ninety days (90) delinquent in payment of their annual dues shall be terminated. A membership that is terminated for non-payment will be notified and provided the opportunity to reinstate their membership. A membership may be terminated by the Board of Directors for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber of Commerce.
SECTION 7. Voting/Nomination. In any proceeding in which voting/nominating by members is called for, each member in good standing shall be entitled to one (1) vote/nomination. Any member that is delinquent in payment of dues shall not be entitled to any voting/nominating privileges.
ARTICLE III — MEMBERSHIP MEETINGS
SECTION 1. Annual Meeting. The annual meeting of the corporation, in compliance with State Law, shall be held in January of each year.
SECTION 2. Monthly Meetings. Monthly meetings of the general membership may be held at such time and place as the Board of Directors may designate.
SECTION 3. Special Meetings. Special membership meetings may be called by a quorum of the Board of Directors or by written request containing twenty-five (25) signatures of members in good standing. Notice of special meetings shall be delivered by mail, telephone or other electronic device at least one week in advance of the scheduled meeting to all members.
ARTICLE IV — BOARD OF DIRECTORS
SECTION 1. Board Role, Size, and Compensation. The government of the corporation, the direction of its work and the control of its property shall be vested in the Board of Directors, consisting of nine (9) members. No Board member shall receive any compensation solely by reason of membership on the Board.
SECTION 2. Terms. Board members elected shall serve two (2) year terms and are eligible for re-election for up to four consecutive terms.
SECTION 3. Qualifications. Any member of the Chamber, or their employee, is eligible for membership in the Board of Directors.
Should a Director change employment during their term and their new employer is not a Chamber member, that Director shall have thirty (30) days to either 1) resign their board position, 2) become the designee of their new employment, or 3) purchase a Chamber membership.
Any Board member who misses two (2) board meetings shall undergo a review of their board position by panel of the board officers to either create an action plan or terminate their position as director.
SECTION 4. Election Procedures. No later than September 15 of each year notice of the Board positions up for election shall be sent to all members in good standing requesting nominations for Board positions that will take effect on January 1 of the following year. Nominations shall be turned into the Chamber Board Secretary no later than October 15.
Ballots containing the names of all qualified nominees shall be mailed to all members in good standing by November 15 of each year. The deadline to return ballots shall be December 15 of each year. All ballots received by December 15 shall be counted by an independent person or entity. Newly elected Board members shall take office on January 1.
Members entitled to vote in any election shall be those Members who are paid and in good standing as of the last day of the month preceding the mailing of election ballots.
SECTION 5. Vacancies. When a vacancy on the Board exists mid-term, the Board will receive nominations for new members from the membership. These nominations shall be reviewed by the Board members and voted upon at the next regular Board meeting. These vacancies will be filled only to the end of the vacating Board member’s term. Vacancies shall be filled no later than ninety (90) days of occurrence. Appointees are eligible for re-election to the Board at the end of their appointment.
SECTION 6. Removal from Board. The Board of Directors shall have the authority to remove a member from the Board at any time by a two-thirds majority vote by the remaining members of the Board for such reasons as the Board may deem appropriate.
SECTION 7. Meetings. The Board of Directors shall meet regularly at such time and place as the Board shall determine.
Special meetings of the Board of Directors shall be subject to the call of the Chairman, provided that written notice shall be given to each Director, stating the purpose of the meeting and place thereof, at least twenty-four (24) hours preceding the meeting.
Upon the direction of the Board Chairman, or on behalf of a request from a board member, voting on issues pending before the Board of Directors may be conducted by telephone or electronic mail. The results of said voting process shall be a part of the agenda for the next regularly scheduled meeting of the Board of Directors, with the votes cast by each Director made part of the minutes of said meeting.
SECTION 8. Quorum. Any action by the majority of the Directors present at a meeting at which a quorum is present shall be the authorized act of the Board of Directors. At least fifty percent (50%) of the number of Directors fixed by Section 1 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the event of a split vote, the Chairman will recuse him/herself from that vote.
ARTICLE V — OFFICERS
SECTION 1. Number. The officers of the corporation shall be a Chair, Vice-Chair, Secretary and Treasurer each of whom shall be elected by the Board of Directors. One person may hold more than one office in the corporation. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.
SECTION 2. Election and Term of Office. The incoming Chair shall be elected annually by the Board of Directors at the last meeting of the fiscal year. The Chair elect shall be chosen from Directors who have served on the Board and not from newly elected Board members. The Vice-Chair, Secretary and Treasurer shall be elected annually by the Board of Directors at the first meeting of the fiscal year. Each officer shall hold office for a term of one year or until his successor has been duly elected and shall have qualified or until he shall resign or shall have been removed in the manner hereinafter provided. Officers may serve consecutive terms but shall not serve more than four (4) consecutive terms.
SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filed by the Board of Directors for the unexpired portion of the term.
SECTION 5. Chair. The Chair shall be the chief executive officer of the Chamber and its official spokesperson. He/she shall preside at all meetings of the Board of Directors, and of the membership. He/she shall exercise a general supervisory control over the affairs of the Chamber and present such reports to the members as are required by the Board.
SECTION 6. Vice-Chair. The Vice-Chair shall exercise and support the powers and authority of the Chair along with performing the duties of the in the absence or disability of the Chair.
SECTION 7. Secretary. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, the filing of any documents required by any federal or state statute, assuring that corporate records are maintained and overseeing and Chamber elections.
SECTION 8. 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 of Directors.
SECTION 9. Executive Committee. The Executive Committee 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 all actions. It shall be composed of the Chair, Vice-Chair, Treasurer and Secretary. All actions shall be reported to the full Board at the next regularly scheduled board meeting.
ARTICLE VI — EXECUTIVE DIRECTOR
The Board may appoint an Executive Director to oversee the day to day operations and to manage the staff of the Chamber. The Executive Director’s role shall be to implement the vision of the Board of Directors and to oversee all sales efforts in regards to membership for the Chamber, sponsorship and promotion of Chamber events and programs.
ARTICLE VII — COMMITTEES
SECTION 1. Appointment. The Board may appoint such committees and committee chairpersons from the membership as may be needed from time to time to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board. The Committee Chair shall report to the Board on a monthly basis.
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 shall have been approved or ratified by the Board of Directors.
ARTICLE VIII — FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December each year.
ARTICLE IX – BANK ACCOUNTS
All funds of the Chamber shall be deposited to the credit of the Chamber in such banks, trust companies, or other depositories and in such separate accounts as the Board of Directors may select.
ARTICLE X — DISSOLUTION
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. In the event of the 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.
ARTICLE XI — 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.
ADOPTED AND APPROVED this 17th day of November, 2015.