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.
Mission: Serving as
the voice of business while enhancing community life and
growth in Western Johnston
County.
Section 3.
Office: The Chamber’s
principal office shall be at such a place in the community
and/or any portion of Western Johnston County not served by an
existing Chamber of Commerce.
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 are prescribed by the Board, payable in
advance.
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.
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 and 60 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 ninety (90) 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: The quarterly
General Membership meetings shall be held at such times and
places 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. 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.
Section 7. Open
Meetings: All meetings
of the Chamber shall be open to the public with the exception
of those times when a meeting of the Board goes into Executive
Session or the Executive Council holds a closed meeting.
During these sessions the meetings, and their detailed
contents, will be closed to the public.
ARTICLE IV –
BOARD OF DIRECTORS
Section 1. Composition: The Board shall be
made up of at least 10% of the general membership, in addition
to an ex-officio position for the Executive Director.
There are to be two 2-year Director positions, one 3-year
Director position, and five 1-year Director positions.
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 terms. Of the
2-year Director positions, each will rotate in opposite years.
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 March
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 April 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
April 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 by May. 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 next scheduled 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.
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 5.
Vacancies: A member of
the Board who shall be absent from three (3) consecutive
regular Board of Directors meetings 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 6.
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
Policies and Procedures 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
President-Elect, a Vice-President, a Secretary, and a
Treasurer. These officers will also serve as the
Executive Council. With the exception of the President,
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.
President-Elect – The President-Elect shall serve as an
executive officer of the Chamber. The President-Elect shall be
such as title in general usage would indicate, and such as
required by law, as well as those assigned by the President
and the Board. In conjunction with Vice-President, the
President-Elect shall preside over the formulation and
execution of committees.
C. Vice-President – The
Vice-President shall serve as an executive officer of the
Chamber and shall preside over the formulation and execution
of committees, in conjunction with the President-Elect. The
Vice-President will also be responsible for assuming the
duties of the President if neither the President nor
President-Elect are able.
D. 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.
E. 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.
F. 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.
G. 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 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 be
accountable to the Board for its decisions. As outlined
in Section 1, the Executive Council shall be comprised of the
President, President-Elect, Vice-President, Secretary and
Treasurer. 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. The Board may create additional offices as deemed
necessary.
ARTICLE VI –
COMMITTEES
Section 1. Appointment and
Authority: The President
shall appoint all committees and committee chairs. The
President may appoint such Ad Hoc committees and committee
chairs as necessary to carry out the programs of the
Chamber. Committee appointments shall be at the pleasure
of the President and shall run concurrent with the term of the
appointing President, unless a different term is approved by
the Board. 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. 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. Mission
Committees: In order to
facilitate the Chamber’s mission, three (3) committees are to
be standing. These standing committees are: Events,
Economic Development and Finance. The Board may create
additional committees as needed.
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 President is authorized to make
disbursements on accounts and expenses provided for inthebudget without additional approval of the
Board. Disbursements shall be made by
check.
Section 3. Fiscal
Year: The fiscal year of the Chamber shall run from
January 1 through December 31.
Section 4.
Budget: As soon as
possible after installation of the new Directors/Officers, the
Board will review and adopt the budget that the Finance
Committee prepared prior to the end of 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: Parliamentary
authority shall be from the current edition of Robert’s
Rules of Order 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 October to October. The first year of operation will be
from January 1, 2005 through September 30,
2006.
Section 3. Order of Business: The order of
business at all meetings, insofar as possible, shall be as
follows:
*Call to Order
*Reading and approval of
the minutes
*Treasurer’s Report (Motion to approve
not necessary unless audit has been
performed)
*President’s Report
*Executive
Director’s Report
*Business Program/Committee Report
(s)
*Unfinished Business
*New
Business
*Adjournment
This order of business may
be suspended upon a majority vote of members
present.
ARTICLE IX -
DISSOLUTION
The Chamber shall use its funds only to accomplish the
objectives and purpose specified in these By-Laws, and no part
of said funds shall be distributed to the members of the
Chamber. On dissolution of the Chamber, any funds remaining
shall be distributed in accordance with Internal Revenue Code
Section 501(c)6.
ARTICLE X –
AMENDMENTS
These By-Laws shall be reviewed every even year, and
amended if needed. The Amendments will go into affect with a
majority vote of the General Membership. The Executive
Director shall mail out notice of proposed changes to each
Chamber member not less than 20 days prior to the scheduled
vote.
Date of Completion and Adoption: September 17,
2002 Dates of Amendments:
November 16, 2004
