SOUTH TAHOE CHAMBER OF COMMERCE
BYLAWS ADOPTED 12-3-2012
Name and Purpose
Section 1: Name
This organization is incorporated as a nonprofit corporation under Title 12 or Part 4 of Division First of the Civil Code of the State of California and shall be known as the South Tahoe Chamber of Commerce and Visitors Center, DBA South Tahoe Chamber of Commerce.
Section 2: Purpose
The purpose of the South Tahoe Chamber of Commerce is to:
- Promote a business atmosphere whereby the exchange of goods and services can be transacted in a mutually beneficial manner.
- Assist members in offering products of enduring quality and services of increasing value.
- Provide education and timely information to members in order to maximize their business efforts.
- Coordinate business referrals within the organization and from outside inquiries.
- Promote programs of a civic, social and cultural nature which are designed to increase the functional, environmental and aesthetic values of our community.
- Provide a forum for dialog between the various business and non-business interests of our community.
Section 3: Sphere of Influence
The South Tahoe Chamber of Commerce shall maintain its principal place of business/influence conveniently accessible to the South Shore business community.
Section 4: Construction and Definitions
Unless the context requires otherwise, the general provision, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular and the term “person” includes both a legal entity and a natural person.
Section 5: Limitations of Methods
The South Tahoe Chamber of Commerce shall observe all local, state and federal laws which apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
Section 1: Eligibility
Any reputable person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership.
Section 2: Application (How application is made, received and approved)
Applications for membership shall be in writing, on forms provided for that purpose or via our website application, and signed by the applicant. An applicant so elected shall become a member upon payment of the regular scheduled investment as provided in Section 3 of Article II.
Section 3: Investments
Membership investment shall be at such rate or rates, schedule or formula as may be, from time to time, as prescribed by the Board of Directors, payable in advance.
Section 4: Termination (Resignation, expulsion and delinquency)
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 vote from nonpayment of dues after ninety (90) days from the date due and three personal contacts, unless otherwise extended for good cause.
Section 5: Voting
In any proceeding in which voting is called for, each member in good standing with a current dues status, shall be entitled to cast one (1) vote.
Section 6: Exercise of Privileges (Assignment of membership within subscription and any limitations)
Any firm, association, corporation 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 with written notice.
Section 7: Orientation
An orientation on the purposes and activities of this organization shall be conducted for the following groups: new officers and directors, current officers and directors, committee chairmen, committees and new members. A detailed outline for orientation of each of these groups shall be a part of this organization’s procedures manual (or orientation handbook).
Section 8: 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 vote.
Section 9: Membership Records
The Chamber shall keep at its principal office a record of the name and address of each member. Legally qualified entities may request to:
- Inspect and copy, at their own expense, the record of all the members’ names and addresses, at reasonable times, on fifteen (15) business days prior written demand on the Chamber, which demand shall state the purpose for which the inspection rights are requested; or
- Obtain from the Chamber, on or before ten (10) days after receipt of a written demand and tender of a reasonable charge, a list of the names, addresses and voting rights of those members.
Section 1: Annual Meeting
The annual meeting of the corporation, in compliance with State law, shall be held during September of each year. The time and place shall be fixed by the Board of Directors and notice thereof emailed and posted in at least two (2) media venues at least ten (10) days before said meeting.
Section 2: Additional Meetings (General membership, Board and committee meetings)
General meetings of the Chamber may be called by the President at any time, or upon petition in writing by 25% of the members in good standing: a) Notice of special meeting shall be mailed to each member at least ten (10) days prior to such meetings; b) Board meetings may be called by the President of the Board or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be emailed to each director as well as posted to two (2) public venues at least two (2) days prior to said meeting; c) Committee meetings may be called at any time the President, respective department Vice-President or by the committee’s chairman.
Section 3: Quorums
At any duly called general meeting of the Chamber, a majority of those members present shall constitute a quorum; at a Board meeting, a majority of members shall constitute a quorum; at committee meetings, a majority shall constitute a quorum. In the absence of a quorum, no official business can take place.
Section 4: Notices, Agenda, Minutes
Written notice of all Chamber meetings must be given at least ten (10) days in advance unless otherwise stated. An agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of this organization.
Board of Directors
Section 1: Composition of the Board
The Board of Directors shall be composed of twelve (12) members, one-third (1/3) of whom shall be elected annually to serve for three (3) years or until their successors are elected and have qualified.
The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances and direct its affairs.
Section 2: Selection and Election of Directors (See last page for sample timetable)
A. Nominating Committee. At the regular February Board meeting, the President shall appoint, subject to approval by the Board of directors, a Nominating Committee of five members of the Chamber for the first five (5) years. After that the Nominating Committee will consist of Past Presidents with the Immediate Past President as the Chairman.
Prior to March, the Nominating Committee shall present to the President a slate of at least six (6) 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 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 director 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 twelve (12) 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, based on the Bylaws only, 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 at the annual meeting and the candidates shall stand for election. The Executive Director shall mail the ballots to all active membership immediately following the Annual Meeting.
The names of all candidates (Nominating Committee and Petition) shall be arranged on the ballot in alphabetical order. Instructions will be to vote for four (4) candidates only.
Ballots shall be marked in accordance with instructions printed thereon and must be returned to the Chamber office within ten (10) days.
E. Judges. The President shall appoint, subject to the approval of the Board of Directors, at least three (3), but not more than five (5), judges who are not members of the Board of Directors or candidates for election. One will be designated Chairman. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the Board of Directors.
Section 3: Seating of New Directors
All newly-elected and appointed Board members shall be seated at the next regular Board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year.
Section 4: Vacancies
A vacancy or vacancies of the Board of Directors shall occur in the event of (a) the death or resignation of any director; (b) a declaration or resignation of the Board of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order or found by final order of judgment of any court to have breached duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3; or (c) the vote of the members.
Except as provided below, any director may resign by giving written notice to the President or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.
Section 5: Policy (Statements of position on issues)
The Board of Directors is responsible for establishing procedure and formulating policy of the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a policy manual, to be reviewed annually and revised as necessary.
Section 6: Management
The Board of Directors shall employ an Executive Director and shall fix the salary and other considerations of employment.
Section 7: Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all current or former officers, directors and employees against expense 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: 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.
The President shall, with the advice and counsel of the President-elect and Executive Director, determine all committees, select all committee chairmen and assist in the selection of committee personnel, subject to approval of the Board of Directors.
The President shall, with the treasurer, sign contracts and obligations of the corporation that are long term in nature that fall outside the normal day to day business transactions and/or budget.
B. President-elect. The President-elect shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. The President-elect shall select from the entire membership, a Budget Committee, who will sit through his Presidency, to prepare, with the assistance of the Executive Director, a budget for his/her term.
C. Executive Director. The Executive Director shall be the chief executive officer (CEO). The Executive Director shall serve as Secretary to the Board of Directors, and cause to be prepared notices, agendas and minutes of meetings of the Board.
The Executive Director shall serve as advisor to the President and shall assemble information and data and cause to be prepared special reports as directed by the President.
The Executive Director shall be responsible for hiring, discharging, directing and supervising all employees.
With the cooperation of the Budget Committee the Executive Director shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors.
Section 2: 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, President-elect, Treasurer and the Executive Director. The President shall serve as chairman of the Executive Committee.
Committees and Divisions
Section 1: Appointment and Authority
The President of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee chairmen. The President may appoint such ad hoc committees and their chairmen as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the President of the Board and shall serve concurrent with the term of the appointing President unless a different term is approved by the Board of Directors.
It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors and to carry on such activities as may be delegated to them by the Board.
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 has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.
Section 3: Testimony
Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chairmen or, in their absence, the designate as being familiar enough with the issue, to give testimony to, or make presentation before civic and governmental agencies. This shall not be in conflict with the designated representatives.
Section 4: Divisions
The Board of Directors may create such divisions, bureaus, departments, councils or subsidiary corporations as it deems advisable to handle the work of the Chamber.
The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils and subsidiary corporations. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils or subsidiary corporations having bearing upon or expressive of the Chamber.
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 will be placed in a reserve account.
Section 2: Disbursements
Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be made by check.
Section 3: Fiscal Year
The fiscal year of the Chamber shall close on June 30.
Section 4: Budget
As soon as possible after election of the new Board of Directors and officers, not to exceed two (2) months, the Executive Committee 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 June 30, by a public accountant. The audit shall at all times be available to members of the organization within the offices of the Chamber.
Section 6: Bonding
The Board of Directors shall be bonded by sufficient fidelity bond in an amount set by the Board and paid for by the Chamber.
Section 1: Parliamentary Authority
The current edition of Roberts Rules of Order shall be the 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 two-thirds (2/3) vote of the members at the Annual Meeting or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board in writing, at least ten (10) days in advance of the meeting at which they are to be acted upon.