919-773-8448
Greater Cleveland Business Association Inc. dba
Greater
________________________________________
By-Laws
Greater Cleveland Business Association, Inc dba
Greater
By-Laws
ARTICLE I – NAME AND MISSION STATEMENT
Section 1. Name: The name of the Corporation shall be the Greater Cleveland Business Association, Inc., doing business as the “Greater Cleveland Chamber of Commerce” and hereinafter referred to as the Chamber.
Section 2.
Section 3. Office: The Chamber’s principal office shall be at such a place in the community and/or any portion of
Section 4. Limitation: The Chamber is incorporated under and shall observe all local, state and federal laws which may 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 individual, individual in business, employer/employee, or non-profit organization having an interest in the objectives of the Chamber shall be eligible to apply for membership.
Section 2. Application: Each applicant shall make written application to the Chamber Executive Director or a member of the Board of Directors (Board). Membership dues must accompany the application.
Section 3. Dues: Membership dues shall be at the rates or formula as prescribed by the Board, payable in advance. The Executive Director and the Board of Directors may offer Honorable or Associate memberships at their discretion.
Section 4. Member Designation
A. Individual: Any person not engaged in a business within the community, and who is interested in the Chamber affairs, shall be designated as an Individual Member.
B. Individual in Business: An individual in business engaged in business and who is interested in the Chamber affairs shall be designated as an Individual in Business Member.
C. Employer/Employee: A firm, corporation, sole proprietorship, or partnership that has an employer/employee relationship and is interested in the Chamber affairs shall be designated as an Employer/Employee Member.
D. Non-Profit: Any not-for-profit organization that is interested in the Chamber affairs shall be designated as a Non-Profit Member.
E. Honorable or Associate Membership: Any individual or business that is interested in the chamber affairs who will receive a complimentary membership to the
Section 5. Voting: Each membership in good standing shall be entitled to one (1) vote in proceedings which require voting from the General Membership. A firm or corporation may designate, by written notice, the person entitled to cast votes in their behalf. No proxies are allowed.
Section 6. Renewal and Termination:
A. Notices for renewal shall be sent out at least 30 days in advance and arrears notices will be sent out at 30 days past due.
B. Any member may resign from the Chamber upon written request to the Board; however, such resignation shall not release a member from any arrearage of membership dues and/or any other indebtedness to the Chamber. No dues will be refunded.
C. Membership shall be terminated after forty-five (45) days of non-payment of any outstanding monetary obligation.
D. Any member may be expelled by 2/3 vote of the Board for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber. Expulsion will occur after notice and opportunity for a hearing in front of the Executive Council are afforded to the member in question.
Section 7. Reinstatement: The Board may reinstate any former member of the Chamber upon terms and conditions as the Board deems fit.
ARTICLE III – MEETINGS
Section 1. Notice: Unless otherwise noted, at least 30 days’ prior notice will be served before any meeting is held.
Section 2. General Membership: There shall be an Annual General Membership meeting to be held at such times and places in December of each year as determined by the Board.
Section 3. Board: The Board shall hold regular monthly meetings at such times and places as it shall decide, and may-by majority vote-provide that the regular meeting shall be held more often.
Section 4. Special:
A. Special General Membership meetings of the Chamber may be called by the President at any time, or upon a written petition of not less than 20% of members in good standing. A 10 day prior notice shall be served before this special General Membership meeting is held. Meeting notice shall be served either electronically, by facsimile, or by USPS to each general member at his/her business or residential address.
B. Special Board meetings may be called by the President, at his/her discretion, for urgent or pressing issues, or at the request of not less that three (3) Directors. A three (3) day prior notice shall be served before this special Board meeting is held. Meeting notice shall be served either electronically, by facsimile, or by USPS to each Director at his/her business or residential address.
Section 5. Agendas and Meetings: An advanced agenda and a copy of the previous meetings’ minutes must be prepared for these meetings. Any Chamber member in good standing is entitled to a copy of the Board meeting minutes after the minutes have received the Board’s approval.
Section 6. Quorum:
A. At any duly called General Membership meeting of the Chamber, not less than 10% of the members shall constitute a quorum.
B. At a Board meeting, 50% plus one (1) of the current Directors must be present to constitute a quorum for the purpose of considering any and all business. In the case of a fraction of a percent, the number shall be rounded down to the next whole number. If a quorum is not met, the meeting will be adjourned.
C. At an Executive Council meeting, all members must be present to constitute a quorum.
Section 7. Open Meetings: All meetings of the Chamber shall be open to the public with the exception of Board meetings, which are open to the membership. During those times when a meeting of the Board goes into Executive Session or the Executive Council holds a closed meeting, the meetings and their detailed contents will be closed to the public and membership.
ARTICLE IV – BOARD OF DIRECTORS
Section 1. Composition: The number of members comprising the Board shall be the lesser of ten percent 10% of the general membership or fifteen (15), in addition to an ex-officio position for the Executive Director. All Directors shall serve a term of 3 years and shall at all times during such service shall be members of the Chamber in good standing. Changes in terms based on membership growth/decline shall be at the discretion of the current Board. Each Director may serve no more than two (2) consecutive full terms. Any member who serves two (2) consecutive full terms on the Board may be elected to the Board at a future time so long as such election occurs at least one (1) year from the expiration of the members’ second consecutive term. The government and policy-making responsibilities of the Chamber and the direction of its work shall be vested in the Board.
Section 2. Selection: At the August Board meeting, the President shall appoint a Nominating Committee comprised of two (2) Board members and one (1) non-Board member. The Committee shall present to the Board, at its September meeting, a slate of candidates sufficient to replace Directors whose regular terms are expiring. Each candidate must have agreed to accept the responsibility of Directorship. Any 10 members of the Chamber may make nominations for Directors, provided such nominations are in writing and signed by those 10 members, and the petition filed with the President on or before the beginning of the April Board meeting. A petition shall be included in the March Chamber newsletter for the use of the general membership.
Section 3. Election: The Nominating Committee shall be in charge of supervising the election, including auditing the ballots and selecting at least three (3) but no more than five (5) judges. After the September Board meeting, the names of all duly slated candidates shall be arranged on a ballot in alphabetical order. The ballots shall then be mailed to all Chamber members in good standing. All voting shall be done by mail or in person. The mailing will also specify the deadline for return of the ballot. The election process is to be completed before the November regular meeting of the Board. In the case of a tie vote affecting the results, the election judges shall cast lots and certify as elected the person or persons whom the lot determines. The report of the election judges shall be made in writing to the Nominating Committee and carried forth to the November regular Board meeting. This report shall include, but not be limited to the suggested names of the individuals selected to serve the expiring positions.
Section 4 Position
A. Board Director – A Board Director is expected to be active within the Chamber as well as on the Board. Directors may be appointed to serve on committees and other additional duties as requested by the President. All Directors will have voting privileges.
B. Executive Director – The Chamber may employ an Executive Director. In addition to his/her duties as laid out in the job description, the Executive Director shall implement the programs of the Chamber under the direct supervision of the Board, and be an ex-officio member of the Board of Directors.
Section 5. Installation: All newly elected Directors and/or officers shall be installed at the last Board meeting of the operational year. Retiring Directors/officers shall continue to serve until the new Directors/officers are installed.
Section 6. Vacancies: A member of the Board who shall be absent from three (3) regular Board of Directors meetings per year shall automatically be dismissed from Directorship of the Board. Exceptions will made for a Director who has been confined by illness or any other absence approved by a majority vote of those Directors present at the pertaining meeting. Vacancies on the Board, or among the officers, shall be filled by the Board and shall be for the un-expired term of that particular position.
Section 7. Policy: The Board is responsible for establishing procedure, and formulating policy of the organization. The Board is also responsible for adopting all policies, and position statements of the organization. These policies shall be maintained in a Personnel Policy Manual and a Personnel Manual to be reviewed every even year and revised as necessary.
ARTICLE V – OFFICERS
Section 1. Officers: The officers of the Chamber shall consist of a President, a Vice-President, a Secretary, and a Treasurer. These officers, along with the Executive Director, will also serve as the Executive Council. Officers shall be elected annually and shall hold said office until the end of the operational year. The election of the officers shall be held in accordance with the rules defined in Article 4, Sections 1-4. All officers shall be voting members of the Board of Directors, and all members of the Board of Directors shall serve without remuneration.
Section 2. Duties:
A. President – The President shall serve as the Chief Executive Officer of the Chamber and shall preside at all meetings of membership, Board of Directors and Executive Council. The President shall exercise general supervision over the affairs of the Chamber, assume signatory responsibilities in the absence of the Treasurer, and perform such duties relevant to the office or as prescribed by the Board.
B. Vice-President – The Vice-President shall serve as an executive officer of the Chamber and shall preside over the execution of committees. The Vice-President will also be responsible for assuming the duties of the President if the President is not able. The Vice-President shall be the President the year following his or her Vice-Presidency unless the Vice-President is removed from office.
C. Secretary – The Secretary shall serve as an executive officer of the Chamber. The duties of the secretary, or his/her designee, are as follows: keep a record of all proceedings; act as historian for all committee reports and minutes; call the roll when/where required; make the minutes and records available to members upon request; notify officers and committee members of their election or appointment and furnish them with all documents required for the performance of their duties; have on hand at each meeting a list of all existing committees and their members; sign all certified acts of the Chamber; maintain record books in conjunction with the Executive Director in which the By-Laws, SOP and Personnel manuals, special rules of order, standing rules, and minutes are entered–with any amendments to these documents properly recorded; have the current record books on hand at every meeting; and, prior to each meeting, oversee the preparation of the order of business (or agenda) to be used by the presiding officer, showing the exact order of business, under their correct heading, all matters known in advance that are due to come up and the times allotted for each item.
D. Treasurer – The Treasurer shall serve as an executive officer of the Chamber and shall be responsible for safeguarding all funds received by the Chamber as well as 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 by the Treasurer, or the President in the Treasurer’s absence. The Treasurer is responsible for the monthly Statement of Activity and Statement of Financial position, in writing, to present to the Board. Since this monthly report is informational in nature, it requires no motion or action 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, but shall communicate all decisions to the Board and be accountable to the Board for its decisions. As outlined in Section 1, the Executive Council shall be comprised of the President, Vice-President, Secretary, Treasurer, and Executive Director (ex-officio). The President shall serve as head of the Executive Council. The Council shall keep regular minutes of its open proceedings and report said minutes to the Board. A quorum of the Executive Council is established when all members are present. The Board may create additional offices as deemed necessary.
ARTICLE VI – COMMITTEES
Section 1. Appointment and Authority: The President, with full consideration of suggestions from the Board, shall appoint all committee chairs. The President, with full consideration of suggestions from the Board, may create such Ad Hoc committees and appoint committee chairs as necessary to carry out the programs of the Chamber. The appointed committee chairs shall appoint committee members. It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board and to carry on such activities as may be delegated to them by the Board. All committee chairs, while the committee is active, are responsible for a report of activities and events to be presented at the monthly Board meetings. Between meetings of the Board, the Committee Chairs shall report to the Vice-President. Any Chamber member in good standing may chair a committee.
Section 2. Limitation of Authority: No action by any member, committee, 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. Ad Hoc committees shall be discharged by the President when their work is completed and their reports accepted or when, in the opinion of the Board, it is deemed wise to discontinue the Ad Hoc Committee.
Section 3.
ARTICLE VII – FINANCES
Section 1. Funds: All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget shall be placed in a reserve account. All money received shall be accounted for by way of monthly accounting and budget forms.
Section 2. Disbursement: Upon approval of the budget, the signatories are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board.
Section 3. Fiscal Year: The fiscal year of the Chamber shall run from January 1
through December 31.
Section 4. Budget: The budget/finance committee shall begin working on a budget for the next fiscal year in July of the then-current fiscal year. A budget shall be prepared by the budget/finance committee for presentation at the November BOD meeting. The Board will review and adopt a budget for the next fiscal year prior to the end of the then-current fiscal year.
Section 5. Annual Audit: The accounts of the Chamber shall be audited annually as of the close of business on December 31. The Secretary and one (1) Director who is not an authorized signatory will perform the audit and present their results, in writing, at the following Board meeting for approval.
ARTICLE VIII – PROCEEDINGS
Section 1. Procedural Rules: Procedural Rules with Parliamentary authority shall be determined by the Board and be recognized by the Chamber as the standard guidelines on matters relating to parliamentary procedures.
Section 2. Operational Year: The operational year of the Chamber shall be from January 1 to December 31.
Section 3. Order of Business: The order of business at all meetings, insofar as possible, shall be as follows:
- Call to Order
- Treasurer’s Report
- President’s Report
- Executive Director’s Report
- Business Program/Committee Report (s)
- Old Business
- New Business
- Adjournment
This order of business may be suspended upon a majority vote of members present.
ARTICLE IX – AMENDMENTS
These By-Laws shall be reviewed every even year, and amended if needed. The procedure for voting on Amendments shall be as follows: the Board shall by majority vote of the Board at a meeting at which a quorum is present adopt a resolution that certain proposed amendments to the bylaws be each be submitted to the membership for a vote. The members shall then be notified via U.S. Mail (addressed to the last address provided to the Chamber by the member), email (sent to the last email address provided to the Chamber by the member), or other method approved by the Board that if the member wishes to cast a vote on the proposed amendments to do so on or before a certain date, which date shall be at least three (3) weeks from the date of the notice, and shall also explain to the member how to cast a vote (whether by written ballot, email, or on a web site poll, etc.). The Amendments shall immediately go into effect if, at the expiration of the voting deadline set forth in the notice to the members, there are more votes cast in favor of the Amendments than against the amendments.
ARTICLE X. INDEMNIFICATION
Section 1. Indemnification. Any person who at any time serves or has served as a Director or Officer of the Chamber shall have a right to be indemnified by the Chamber to the fullest extent permitted by law against:
A.
