West Point/Tri-Rivers Chamber of Commerce
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CHAMBER BYLAWS WEST POINT/TRI-RIVERS CHAMBER OF COMMERCE, INC. REVISED 2-08 ARTICLE I General Section 1: Name This organization is incorporated under the laws of the State of Virginia and shall be known as the West Point/Tri-Rivers Chamber of Commerce, Inc., hereafter referred to as the Chamber. Section 2: Purpose The West Point/Tri-Rivers Chamber of Commerce, Inc. is organized to promote the common business interest of the West Point area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, recreational and educational interests of the area. At no time shall its purpose be to engage in a regular business ordinarily carried on for profit. Section 3: Limitation of Methods The West Point/Tri-Rivers Chamber of Commerce, Inc. shall observe all local, state and federal laws. The Chamber shall be non-partisan, non-sectional, non-sectarian and shall take no part in, nor lend its support to, the election or appointment of any candidate for public office. No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise allowed in Section 501(h) of the Internal Revenue Code of 1954) and the Corporation shall not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office, except in those areas which would affect its special interests. ARTICLE II Membership Section 1: Eligibility Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership. Section 2: Election Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. 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 dues as provided in Section 3 of Article II. Section 3: Dues Membership 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 in advance. Section 4: Termination a) Any member may resign from the Chamber upon written request to the Board of Directors; b) Any member shall be expelled by the Board of Directors by a two-thirds (2/3) vote for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause. Section 5: Voting In any proceeding in which voting by members is called for, each member person shall be entitled to one (1) vote, and each member firm, association or corporation shall be entitled to a number of votes determined by the amount of dues paid, not to exceed ten (10) votes. Section 6: Exercise of Privileges Any firm, association, corporation, partnership, or estate holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice. Section 7: Honorary Membership Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, 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 note.
ARTICLE III Meetings Section I: Regular Meetings and Annual Meeting There shall be twelve (12) general membership meetings and six (6) director’s meetings per year. The Board of Directors shall set date, time and place. The November general membership meeting shall be designated as the annual meeting. At this meeting, officers will present their budgets and goals for the coming year. The audit committee will also present the results of their examination of receipts and disbursements for the previous year. Section 2: Additional Meetings General meetings of the Chamber may be called by the President at any time or upon petition in writing of ten per cent (10%) of the members in good standing. Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the Board. Notice (including purpose of the meeting) shall be given to each director at least one (1) day prior to said meetings. Committee meetings may be called at any time by the President, Vice-President, or by the committee’s chairman. Section 3: Quorums At any duly called general meeting of the Chamber, ten per cent (10%) of members shall constitute a quorum; at a Board meeting, a majority of directors shall constitute a quorum. Section 4: Notice and Agenda Written notice of all general Chamber meetings must be given at least five (5) days in advance. An agenda will be presented at each meeting.
ARTICLE IV Board of Directors Section 1: Authority The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its responsibilities for its finances, and direct its affairs. Section 2: Composition of the Board The Board of Directors shall be composed of ten (10) members. One (1) member will be the chairman/co-chairman of the Crab Carnival Committee. Of the remaining nine (9) members, four (4) will be from the Executive Committee and the remaining five (5) will be elected annually to serve for three (3) years or until their successors are elected and have qualified. The Past President shall serve as an advisor to the board. Section 3: Selection and Election of Directors A Nominating Committee. At the regular August meeting, the President shall appoint, subject to approval by the Board of Directors, a Nominating Committee of three (3) members of the Chamber. The President shall designate the chairman of the committee. Prior to September 15, the Nominating Committee shall present to the President a slate of candidates to serve three-year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No Board member who has served two consecutive three-year terms is eligible for election for a third term. A period of one (1) year must elapse before eligibility is restored. B. Publicity of Nominations. Upon receipt of the report of the Nominating Committee, the President shall immediately notify the membership by mail of the names of persons nominated as candidates for directors and the right of petition. C. Nominations by Petition. Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least five (5) qualified members of the Chamber. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final. D. Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of Directors at their regular November meeting. If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for number of vacancies only. The President shall mail this ballot to all active members at least fifteen (15) days before the regular November meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber office within ten (10) days. The Board of Directors shall at its regular November meeting declare the candidates with the greatest number of votes elected. Section 4: Seating of New Directors All newly-elected and appointed Board members shall be seated at the regular December meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year. Section 5: Vacancies A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Directors, or among the officers, shall be filled by the Board of Directors by a majority vote. Section 6: Indemnification The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any or all current or former officers, directors and employees 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 officers, directors or employees of the Chamber, except in relation to matters as to which such individuals 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 on the existence of such liability for negligence or misconduct.
ARTICLE V Officers Section 1: Determination of Officers The Nominating Committee for Directors shall also nominate officers each year at the December meeting. At this meeting, the Board shall elect the President, Vice-President, Recording Secretary and Treasurer or Recording Secretary/Treasurer. Officers will be elected from members of the new Board. All officers shall take office on the first day of the new fiscal year and serve for a term of one (1) year or until their successors assume the duties of office. They shall be voting members of the Board of Directors. Section 2: Duties of Officers A. President. The President shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee. B. Duties of Officers. The duties of the officers shall be such as their titles by general terms would indicate, and such as required by law, and such as may be assigned to them respectfully by the Board of Directors from time to time.
ARTICLE VI Committees and Divisions Section 1: Appointment and Authority The President shall appoint all committees and committee chairmen (excluding Crab Carnival committees and committee chairmen.) Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the terms of the appointing President, unless a different term is approved by the Board of Directors. 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. Committees shall be discharged by the President when their work is completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees. Section 3: Executive Committee The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall be composed of the President, Past President, Vice-President, Treasurer and Recording Secretary. The President will serve as chairman of the Executive Committee. Section 4: Membership Committee The Membership committee shall be responsible for the promotion and campaigning of prospective members to the chamber. The membership committee will also embody the Nominating Committee, which will possess a separate chairperson. Duties of the Nominating Committee are further discussed in Article IV, Section 3A, 3B, 3C, and 3D. Section 5: Fundraising Committee The fundraising Committee shall consist of all projects whose purpose is to raise money for the Chamber. Committee chairs shall be appointed for each project on a yearly basis. Section 6: Crab Carnival Committee The Crab Carnival Committee shall be a separate standing committee due to the size of the event. The Committee will maintain a separate bank account for its activities, but shall be included in the chamber’s financial reports. The Committee will annually designate “working funds” for the annual operation of the Crab Carnival. “Working Funds” are defined, as the funds needed to compensate any obligations the committee may have to participants in the Crab Carnival due to a rain out of the event. The Committee, will also annually designate “excess funds” which will be disbursed to the Chamber for such purposes as may be determined by the Chamber. “Excess funds” are defined as funds in excess of the “working funds” which are set for the following year by the committee. The Committee shall consist of two divisions. A. Executive Committee. The executive committee of the chamber shall work within the Crab Carnival committee as advisors on the budgeting and management of working and excess funds. B Co-Chairs. The committee will consist of six (6) co-chairs to oversee the operations and planning of the event. They will also work with the executive committee on the development of the Crab Carnival budget and Master Plan for the Crab Carnival. Co-Chairs should commit to a three (3) year term (beginning January 1) as follows:
ARTICLE VII Finances
Section 1: Funds All money paid to the Chamber shall be placed in a general operating fund. Section 2: Disbursements Upon approval of the budget, the President, Vice-President, and/or Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be by check. Section 3: Fiscal Year The Chamber shall use a calendar year ending December 31. Section 4: Budget As soon as possible after election of the new Board of Directors and officers, the Executive Committee (or Budget Committee if preferred) shall adopt the budget for the coming year and submit it to the Board of Directors for approval. Section 5: Annual Audit The accounts of the Chamber of Commerce shall be audited annually as of the close of business on December 31 by two directors appointed by the President. The assigned directors will present the results of their audit at the March meeting. Section 6: Bonding The persons authorized to sign checks on behalf of the Chamber shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber. Section 7: Earnings No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual; however, the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purpose to promote a common business interest.
ARTICLE VIII Dissolution Section 1: Procedure The assets of the Corporation shall be at all times dedicated to the charitable purposes set out above and at no time shall the corporation carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax under Section 501(c)(6). If for any reason it becomes necessary to dissolve or liquidate the Corporation, the remaining assets of the Corporation, after its lawful obligations and all other requirements of law are met and complied with, shall be transferred or conveyed to one or more corporations, societies, or organizations engaged in activities similar to those of the Corporation and qualifying under Section 501(c)(3) or 501 (c)(6) of the Internal Revenue Code of 1954, as may be specified in a plan of distribution adopted as provided by law or as directed by a court of competent jurisdiction. The Corporation may solicit, receive and refuse funds and property by gift, transfer, devise or bequest, and may administer and apply such funds and property only in the furtherance of the charitable purposes set out above.
ARTICLE IX Section 1: Parliamentary Authority The current edition of Roberts Rules of Order shall be final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the charter or bylaws of the Chamber.
ARTICLE X Amendments Section 1: Revisions 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 included the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing or by E-mail, at least ten (10) days in advance of the meeting at which they are to be acted upon.
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Copyright © 2004 West Point/Tri-Rivers Chamber of Commerce
Last modified: March, 2008