BYLAWS OF THE
WEST POINT CHAMBER OF COMMERCE, INC.
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, and 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.
Section 1: Eligibility for Membership
Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership.
Business Membership: Any eligible person, organization, association or corporation may acquire one full membership in the Chamber, and shall be entitled to designate a person as a voting member of the Chamber and for that person to cast one vote.
Honorary Membership: Distinction in public affairs shall confer eligibility to honorary membership. The Board of Directors shall confer honorary membership by a majority vote.
Section 2: Application for Membership
Applications for membership shall be in writing or online, 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. Pending acceptance of membership, dues paying applicants shall be entitled to all rights of membership except the right to vote. If accepted for membership, the member agrees to abide by the bylaws, rules and regulations of the Chamber and will then have the right to vote.
Section 3: Acceptance of Membership
Members meeting the eligibility requirements of the Chamber may be accepted for membership at any meeting of the Board of Directors. Any applicant shall become accepted as a member upon payment of dues and be entitled to voting privileges. Acceptance of membership shall require the affirmative vote of a majority of the Board of Directors.
Section 4: Termination of Membership
a) By Resignation. Any member may resign from the Chamber upon written request to the Board of Directors;
b) For Nonpayment. Any member whose dues are sixty (60) days in arrears shall be terminated.
c) For Conduct Any member may be terminated by a two-thirds vote of the Board of Directors 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. The Board of Directors may revoke honorary memberships at any time by a majority vote.
Section 5: 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 I: Meetings
Regular Meetings: There shall be a minimum of three (3) general membership meetings and a minimum of six (6) director’s meetings per year. The Board of Directors shall set date, time and place.
Annual Meetings:There will be an additional membership meeting designated as the annual meeting. The Board of Director’s shall set date, time and place. At this meeting, officers will present their budgets and goals for the coming year. Any audit review or examination of receipts and disbursements for the previous year will also be presented.
Special Meetings: Special 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: 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 five (5) days prior to said meetings.
Committee Meetings: Committee meetings may be called at any time by the President, Vice-President, or by the committee’s chairman.
Section 2: Quorum
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 3: Voting
At any regular or special meeting of the Chamber, each business member shall be entitled to designate a person to represent them as a voting member. No voting member shall be entitled to represent more than one business or to more than one vote unless they are listed as the primary contact for said businesses. Each membership entitles the business, honorary or not, to one vote. It is the responsibility of each business to determine which employee has voting rights and to notify the Chamber in writing when the designee is not the person listed on the application for membership. Voting by the Board of Directors may be done through an e-mail vote if needed, except for monetary purposes.
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.
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 eleven (11) members. One (1) of the eleven members will be the chairman/co-chairman of the Crab Carnival Committee. Of the remaining ten (10) members, four (4) will be from the Executive Committee and the remaining four (4) or five (5) will be elected annually to serve for three (3) years or until their successors are elected and have qualified. The immediate Past President shall serve as a member of the board with voting rights.
Section 3: Selection and Election of Directors
A Nominating Committee. At the regular annual meeting, the Chamber shall appoint, subject to approval by the Board of Directors, a Nominating Committee of no less than three (3), nor more than five (5) members of the Chamber. The committee shall select its own chair.
Prior to November meeting, the Nominating Committee shall present to the President a slate of candidates to serve for 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 or email 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 or email 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.
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
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. The President shall be an ex-officio member of all committees except the Nominating Committee.
Duties of the Vice-President. The Vice-President shall preside at all meetings of the membership in the absence of or when requested by the President, and to perform such other duties as may pertain to this office.
Duties of the Secretary. The Secretary shall record and preserve the minutes of all regular and special meetings of the Chamber, and perform such other duties as may pertain to this office or as may be imposed by the Board of Directors. He/She will be responsible for submitting the minutes to the Board/Membership for approval.
Duties of the Treasurer. The Treasurer shall have custody of all of the funds of the Chamber, shall disburse funds as authorized by the Board of Directors, shall account to the organization for same at its regular meetings and at other times when requested by the Board of Directors, and shall perform such other duties as may pertain to this office or as may be imposed by the Board of Directors.
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.
Committees and Divisions
Section 1: Appointment and Authority
Committees may be established as the Board of Directors shall from time to time deem necessary to carry on the work of the Chamber. All committees, except the Nominating Committee shall be appointed by the President.
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.
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 Crab Carnival Committee will appoint their own Chairpersons. 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.
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.
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:
Year 1 – Two (2) Co-Chairs “in training”. Year one (1) prepares the two
individuals for their role to Co-Chair Crab Carnival. They will oversee several
Year 2 – Two (2) Co-Chairs from the previous year serve as Primary Co-Chairs
of Crab Carnival. They will oversee several committees.
Year 3 – Co-Chairs from previous year serve as Co-Chair Advisors.
It should be understood that if any chairperson is unable to fulfill their three (3) year
term, he/she should try, to the best of their ability, to find a replacement. Prior to a
chairperson terminating their position, six (6) months notice should be given to the
Section 7: Finance Committee
The Finance Committee shall be comprised of the Treasurer, President, and other members appointed by the President. The purpose being to review budget requests and make recommendations to the Board for amounts greater that $500.00. The results to be announced at the next general membership meeting.
Section 1: Dues
Business Members: Business Membership dues shall be due on January 31 of each year. New members accepted after January 31 shall be charged at a prorated rate and shall be considered to have paid their dues through December 31 of the current year.
Section 2: Funds
All money paid to the Chamber shall be placed in a general operating fund and distributed to other investment accounts as determined by the Board of Directors.
Section 3: Disbursements
Budgeted Items: Upon approval of the budget, the President and Vice-President are authorized to make or authorize the Treasurer 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.
Non-budgeted Items: Any expenditure not outlined in the adopted budget that exceeds $100.00 requires approval by a majority of the Board of Directors. Disbursements shall be by check.
Donation Requests: Requests for donations shall go to the Board of Directors and not to the membership-at-large. 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. The Board shall base approval of such requests on both the availability of budgeted funds and its relevance to the objectives and purposes of the Chamber.
Section 4: Fiscal Year
The Chamber shall use a calendar year ending December 31.
Section 5: 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.
Section6: 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 Board of Directors. 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
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.
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.
Section 1: Revisions
These bylaws may be amended or altered 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 email, at least ten (10) days in advance of the meeting at which they are to be acted upon.