(As amended 11/02/2017)
This Chamber of Commerce shall be known as the Charlotte Chamber of Commerce with principal offices in Charlotte, Michigan, as incorporated under the laws of the State of Michigan as a not-for-profit corporation.
PURPOSE AND PHILOSOPHY
This corporation shall observe all local, state and federal laws which apply to non-profit organizations as defined by Section 501 (c) (6) of the Internal Revenue Code and will not be governed by restrictions based on race, creed, color, sex, handicap, age or political party.
Section 1. Membership
The Chamber shall be comprised of the following types of members: business members; individual members; and honorary members.
Section 2. Business Membership
Any firm, association or corporation interested in the general welfare of the Charlotte Market and the surrounding area shall be eligible to become a business member of the Chamber.
Section 3. Honorary Membership
Any person, upon the affirmative vote of the majority of the entire membership of the Board, may be admitted to honorary membership. Such member shall have all the rights and privileges of individual members except the right to vote and to serve on the Board, and shall be exempt from all fees and dues.
Section 4. Individual Membership
Any person not actively employed by or owning a non-member firm, association or corporation within the Charlotte market and any person employed by a firm, association or corporation whose legal status or policies precludes the firm, association or corporation from becoming a full member shall be eligible to become an individual member of the Chamber. Individual members shall have the same rights and privileges as business members, including the right to vote and hold Chamber board positions.
Section 5. Admission of Members
Applications for membership shall be in writing on a form specified by the Board. Applications for membership may be approved or rejected at any regular or special meeting the Board. The affirmative vote of the majority of the entire membership of the Board shall be required for approval. Membership approved by the Board will start upon payment of the prescribed membership dues.
Section 6. Termination of Membership
The membership of any member may be terminated by the Board upon the affirmative vote of two-thirds (2/3) of the entire membership of the Board for non-payment of dues, for engaging in an illegal activity or for engaging in other conduct unbecoming of a member. Before membership is terminated for engaging in illegal activity or engaging in conduct unbecoming of a member, the member shall be provided written notice of the charges against the member and provided ten (10) days within which to respond.
Any member may withdraw from membership in the Chamber. Such termination shall be effective upon the receipt by the Chamber of written notification of the member’s intent to terminate his or its membership.
Section 7. Dues
The Board shall, from time to time, adopt a schedule of dues and other fees payable as a condition of membership in the Chamber and shall establish such other policies and procedures as it shall deem advisable related to the payment of dues, refund of dues and the like.
MEMBERSHIP MEETINGS AND VOTING
Section 1. Regular and Special Meetings
The Board may schedule regular membership meetings whenever it may be considered necessary or desirable. Special membership meetings shall be scheduled upon the request of the President or upon the request of one-third (1/3) of the entire membership of the board. The Board shall call a membership meeting upon receipt of a petition signed by not less than ten (10) percent of the members. Notice of the time and place of special meetings shall be provided to members at least ten (10) days prior to the meeting.
Section 2. Annual Membership Meeting
The annual meeting of the members shall be held at such time and place as may be determined by the Board of Directors. Notice therefore shall be sent to each member at least ten (10) days in advance of the said annual meeting.
Section 3. Quorum and Voting
A. At any duly called regular or special membership meeting, ten (10) percent of members shall constitute a quorum.
B. The affirmative vote of a majority of the voting members in attendance at a regular or special membership meeting shall be required to pass any motion.
Section 4. Voting Rights and Proxy.
Each member shall have one vote at any membership meeting. Each business member shall provide to the Chamber, on such form as the Board shall authorize, the name of the individual who shall exercise the right to vote on behalf of the member; provided, however, that such form shall be received by the Chamber not less than twenty-four (24) hours prior to the meeting at which that individual shall be voting.
Section 5. Voting by Electronic Means
The Board shall be authorized to conduct special membership meetings and solicit the votes of members through the use of conference telephone, email or other electronic communications technology.
BOARD OF DIRECTORS
Section 1. Management of the Chamber
The business of the Chamber shall be under the direction and control of a Board of Directors.
Section 2. Composition of the Board
The Board shall be composed of not fewer than nine (9) or more than twelve (12) members as determined by the Board. Terms of office shall be established such that approximately one-third (1/3) of directors shall be elected annually to serve for two (2) years, or until their successors are elected and have qualified.
Section 3. Eligibility
A. Directors must be principals, associates or employees of business members of the Chamber or individual members, in good standing. No more than one director may be a principal, associate or employee of any single business member.
B. A person who has served two (2) successive two-year terms of office shall not be eligible to serve another term of office until at least one (1) year will have elapsed between the end of his second term and the commencement of that term of office.
Section 4. Nomination of Director Candidates
A. Nominating Committee. At the regular September Board meeting the President shall designate a Nominating Committee of three (3) members of the Chamber and appoint its Chairperson. The Nominating Committee shall present to the President a slate of candidates equal to the number of vacancies to be filled for the next year. Each candidate must have agreed to accept the responsibility of a Directorship.
B. Publicity of Nominations. Upon receipt of the report of the Nominating Committee, the President, or his or her designee, shall immediately notify the membership of the names of persons nominated as candidates for Directors and the right to nominate additional candidates by petition.
C. Nominations by Petition. Additional candidates for director can be nominated by petition bearing the signatures of at least ten (10), but not more than twenty-five (25), voting members of the Chamber. Such petition shall be filed with the Nominating Committee within 10 days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the validity of petitions shall be subject to review by the Board but shall not be subject to challenge by members or candidates for director.
D. 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 at its regular November meeting. If additional candidates are nominated by valid petitions, the names of all candidates will be placed on a ballot mailed to the membership at least 15 days prior to the Board’s December meeting. The Board of Directors shall at its regular December meeting declare the candidates with the most votes elected to the vacancies for the next year.
Section 5. Annual Reorganization
An annual reorganization of the Board shall occur at the Board’s regular December meeting with both outgoing and new Board members present. During this meeting the Board members for the succeeding year will elect officers and designate those officers and employees authorized to sign checks for the coming year and the date when these signatures are valid, and establish the dates and times when regular meetings of the board will be held.
Section 6. Authority of the Board of Directors
The Board shall have the following general powers:
(a) To manage and control of the business affairs of the Chamber.
(b) To establish such policies, procedures, rules and regulations for the conduct and governance of the Chamber, not inconsistent with these bylaws nor contrary to federal, state and local laws and regulations, as it shall deem appropriate.
(c) To invest surplus funds and borrow such sums as may be necessary to transact the business of the Chamber.
(d) To designate one (1) or more depositories for Chamber funds.
(e) Upon the affirmative vote of two-thirds (2/3) of the entire membership of the board, to purchase, sell, lease, or rent real property.
(f) To appoint an Executive Director for the day-to-day management of the Chamber and set the terms of his or her employment including, but not limited to, compensation and benefits.
(g) In conjunction with the Executive Director, to cause the preparation of reports necessary to keep the members informed of the Chamber’s goals, programs and efforts.
(h) To exercise such other powers as are customary for nonprofit boards of directors and not inconsistent with these bylaws nor contrary to federal, state and local laws and regulations.
Section 7. Vacancies on the Board of Directors
A vacancy on the board shall be said to exist if: 1) a member of the board submits a letter resigning his office; 2) the business represented by the board member ceases to be a member of the Chamber; 3) a member of the board is unable to fulfill his or her duties due to death or disability; or 4) a member is absent from three consecutive regular meetings of the board or 4 meetings in any twelve (12) month period without having been excused by majority vote of those in attendance at the meeting from which he or she is absent. Vacancies on the Board, or among the Officers, shall be filled by the Board by a majority vote, at the recommendation of the President.
Section 8. Officers; Terms of Office
A. The officers of the Chamber shall be a President, Vice President, Secretary/Treasurer and Past President. The office of Past President shall be the individual who has held the office of President immediately preceding the current term of office.
B. Officers shall serve terms of office of one year; provided, however, the Board, by majority vote at its annual reorganization meeting, may elect the President and/or Secretary/Treasurer to terms of two years.
C. Vacancies in office shall be filled by majority vote of the board at any regular or special meeting for the remainder of the term of office; provided, however, that a vacancy in the office of Past President shall not be filled.
D. Officers may be removed from office by the affirmative vote of two-thirds (2/3) of the membership of the board, and after an opportunity for hearing, for misfeasance, malfeasance or nonfeasance in office. Officers removed from office may complete their terms as directors unless removed in accordance with these bylaws.
E. Terms of office notwithstanding, these bylaws shall not be interpreted so as to prevent an officer from succeeding himself or herself in office.
Section 9. Duties
A. President: The President shall preside at all meetings of the Board and the membership, shall designate the time and place for special meetings, shall cause the Executive Director to issue call therefore and shall perform the duties general imposed upon the President of a Chamber of Commerce. He or she shall co-sign with the Secretary any contracts or agreements authorized by the board.
B. Vice President: The Vice President shall perform the duties of the President in the event of the absence or inability of the President to serve. In the event of a vacancy in the office of President, the Vice President shall fill the vacancy for the remainder of the unexpired term.
C. Secretary/Treasurer. The secretary/treasurer shall be the custodian of all funds and official records of the Chamber and shall present a monthly financial report to the Board and an annual 990 and quarterly financial report to the appropriate government authorities. In the absence of the executive director, the secretary/treasurer shall also provide for the keeping of the minutes of all meetings of the board and the membership and shall cause to be given appropriate notices of all meetings and shall be charged with preparing and distributing agendas, minutes, and other documents prepared for said meetings. He or she shall be custodian of the seal of the corporation, if any, and cause it to be affixed to any official documents for which a seal is required. He or she shall co-sign with the President any contracts or agreements authorized by the board. The Board shall be informed of these actions as they occur.
D. Past President: The Past President shall serve as historian for the Executive Committee and will serve in any capacity deemed necessary by the Board.
F. Other Duties. In addition to the duties of officers contained in these bylaws, officers shall be required to perform such other duties not inconsistent with these bylaws as are assigned from time to time by the board.
Section 10. Meetings
A. Regular meetings of the Board shall be held at the office of the Chamber or any other place in the Charlotte market to be designated by notice each month on such day as the board may determine. Special meetings of the Board of Directors may be called at any time by the President or any three Directors.
B. Quorum. A majority of the Board shall constitute a quorum at any meeting.
C. Voting. Unless these bylaws or another law or regulation requires a greater number, the affirmative vote of a majority of the directors in attendance at any regular or special meeting shall be sufficient to approve a motion introduced in accordance with the board’s rules of procedure.
D. Voting by Electronic Means. The Board may conduct its meetings and solicit the votes of board members through the use of conference telephone, email or other electronic communications technology.
E. Action by Written Consent. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a regular or special meeting of the Board may be taken without a meeting, upon 24 hours notice, upon the written consent (including by electronic transmission such as email) of the Directors having at least the minimum number of votes necessary to authorize or take such an action at a meeting at which all Directors entitled to vote on the action are present and voting. Written consents shall be filed with the minutes of the proceedings of the Board.
F. Participation by Conference Telephone or Remote Communications. A Director may participate in a meeting of the Directors by conference telephone or other means of remote communication by which all persons participating in the meeting may communicate with each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
Section 11. Policy
The Board is responsible for establishing procedure and formulating policy for the organization. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as necessary.
A. The principal executive office shall be the Executive Director, who shall be employed by the Board. The Executive Director shall act under the direction and supervision of the Board. The Executive Director shall employ and supervise the employees of the Chamber, conduct the routine activities of the Chamber, maintain proper public relations, keep membership records and organize financial records, and be in general charge of the activities of the Chamber. The Executive Director shall also provide for the keeping of the minutes of all meetings of the board and the membership and shall cause to be given appropriate notices of all meetings and shall be charged with preparing and distributing agendas, minutes, and other documents prepared for said meetings.
B. The Executive Director shall have authority to incur expenses for the operation of the Chamber in accordance with a budget approved by the board or as otherwise directed by the Board.
A. The receipts from membership dues and other sources, when the disposition thereof is not specifically designated, shall constitute the general fund of the organization, from which all fixed charges for the maintenance and conduct of the organization, and other expenses regularly incurred by the Chamber in the prosecution of its work, shall be paid. All disbursements of the funds of the Chamber shall be subject to review of the Board of Directors. All disbursements shall be made by check, which shall be signed by any two of the following four: President, Vice President, Secretary/Treasurer, and Executive Director.
B. The Chamber shall use its funds only to accomplish the objectives and purposes specified in these By-Laws. No part of Chamber funds shall be distributed to the membership. On dissolution of this Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational or community service clubs as selected by the Board.
C. All funds of the Chamber shall be deposited immediately or as soon as practical, the credit of the Chamber. The Board may accept on behalf of the Chamber, any contribution or gift. Upon acceptance the gift or contribution will become Chamber funds or property.
Section 1. Authority
The Board of Directors shall authorize and define the powers and duties of all committees. The President shall appoint the members of all committees, subject to confirmation by the Board.
Section 2. Executive Committee
The officers of the board shall constitute the Executive Committee. It shall have the authority to act on any matter referred to it by the board subject to such limitations as the board may from time to time impose.
A. Fiscal Year. The fiscal year shall end the 30th day of June and begin July 1 of each year.
C. Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the voting members in attendance at any regular or special meeting of the membership or at any special meeting held in accordance with procedures established for voting through electronic means as established in these bylaws.
D. Waiver. The Board shall have the power to waive any of the provisions in these bylaws, on a case by case basis, upon the affirmative vote of two-thirds (2/3) of the entire membership of the Board.
E. Indemnification. The Chamber shall indemnify and hold harmless each member, director and officer of this Corporation to the fullest extent permitted by the corporation laws of the State of Michigan, as they may be in effect from time to time. This Corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the laws of the State of Michigan.
Unless the context clearly indicates another meaning, the following words and phrases shall be defined as follows:
A. “Board” shall mean the Board of Directors of the Charlotte Chamber of Commerce.
B. “Chamber” shall mean the Charlotte Chamber of Commerce.
C. “Corporation” shall mean the Charlotte Chamber of Commerce.
D. “Director” shall mean a member of the Board of Directors of the Charlotte Chamber of Commerce.
E. “Entire membership of the Board” shall mean the number of director positions then authorized by action of the board of directors whether or not such positions are vacant.
F. “Officer” shall mean an officer of the Board of Directors of the Charlotte Chamber of Commerce and shall include the President, Vice President, Secretary, Treasurer and Past President but shall exclude the Executive Director.