Latest News:
1556
BYLAWS OF
A CALIFORNIA CORPORATION
ARTICLE I – GENERAL
Section 1: NAME OF THE CORPORATION
(a) This organization is incorporated under the laws of the State of
(a) The Chamber of Commerce is organized to promote the general welfare and prosperity of the area business community.
(a) The Chambers primary geographic area of interest shall be that of the greater City of
(a) This Chamber shall observe all local, state and national laws, which apply to non-profit organizations.
ARTICLE II – MEMBERSHIP
Section 1: ELIGIBILITY FOR MEMBERSHIP
(a) Any persons 18 years of age and over, association, firm, corporation, partnership or estate having an interest in the stated purposes of the Chamber shall be eligible to apply for membership.
Section 2: ELECTION TO MEMBERSHIP
(a) Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Election of members shall be by the affirmative vote of the majority of the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment.
(a) Membership investment fees shall be at such a rate, schedule or formula, prescribed by the Board of Directors. Investment fees may be paid annually, semi-annually or quarterly in advance.
Section 4: TERMINATION OF MEMBERSHIP
(a) A membership shall be terminated automatically upon death or resignation of the member.
(b) Any member may resign from the Chamber upon written request to the Board of Directors.
(c) Unless otherwise extended for good cause, any member shall be removed from the Chamber rolls by a two-thirds (2/3) vote of the Directors present at a regularly scheduled meeting for non-payment of investment fee after sixty (60) days from the due date.
(d) In the event of a complaint against a member, after due notice in writing and an opportunity for a hearing are afforded the member complained against any member may be expelled from membership by a two-thirds (2/3) vote of the
(e) Memberships that are terminated more than once after chronic, multi-year non-payment of investment fee, may, at the discretion of the Board, be asked to pay the equivalent of two (2) years member investments, in advance, prior to approval of active membership status.
(a) Each active member shall be entitled to one vote. The person who shall vote as the representative of the membership firm, partnership, association, corporation, or estate shall be designated in writing on a form provided by the Chamber. Voting by proxy shall not be permitted.
Section 6: EXERCISE OF PRIVILEGES
(a) Each firm, association, corporation, partnership, or estate holding membership shall nominate an individual whom the holder desires to represent the association, corporation, partnership or estate in Chamber activities. The nominated individual shall exercise the privileges of holder’s membership. The membership holder has the right to change its nominee upon written notice.
Section 7: TRANSFER OF MEMBERSHIP
(a) Membership in the Chamber cannot be transferred.
Section 8: FINANCIAL LIABILITY
(a) No assessment shall be levied upon any member for any purpose. No liability shall exist against any member beyond the payment of the investment fee as provided for in these bylaws.
Section 9: ORIENTATION TRAINING
(a) Orientation training shall include the purposes and activities of this organization. New directors, current officers and directors, committee chairs, committees and new members or other such groups as may be necessary shall receive a regular and timely orientation.
Section 10: HONORARY MEMBERSHIP
(a) Distinction in public affairs, as well as exemplary service to the Chamber, shall determine eligibility for honorary membership. Honorary members shall have all the privileges of members except the right to vote and hold office and shall be exempt from payment of the investment fee. The Board of Directors shall confer or revoke honorary membership by a majority vote. The Board of Directors shall develop criteria to be used in the selection process for honorary membership.
Section 11: DISSOLUTION OF THE CORPORATION
(a) The properties and assets of this corporation are irrevocably dedicated to non-profit purposes. No part of the net earnings, properties or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of, any private person or individual, or any member or Director of this corporation. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized or qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in Section 501 (c)(3) of the Internal Revenue Code.
ARTICLE III - MEMBERSHIP MEETINGS
(a) The annual meeting of the corporation shall be held during January of each year. The time and place shall be as and where the Board of Directors may designate.
(a) Regular meetings of the membership shall be held at such time and place as the
(a) Special meetings of the membership shall be called by the Chairperson of the Board, or by the
Section 4: NOTICES, AGENDA, MINUTES OF MEETINGS
(a) Written notice of all Chamber meetings must be given at least five (5) days in advance unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of this organization’s procedures manual.
Section 5: QUORUM FOR MEMBERSHIP MEETINGS
(a) At any duly called General Meeting of the Chamber, 7% of the members in good standing shall constitute a quorum.
Section 6: CONDUCT OF MEETINGS (PARLIAMENTARY PROCEDURE)
(a) All general membership, Board of Director, Executive Committee and all other committee meetings of the Chamber, shall be conducted, and all questions of parliamentary procedure shall be settled, according to Revised Robert's Rules of Order when such rules of order are not inconsistent with the Articles of Incorporation, these bylaws or the statutes of the State of
ARTICLE IV – BOARD OF DIRECTORS
(a) The government of the Chamber of Commerce, direction of its work, the control of its finances and property and the control and direction of its President/CEO shall be vested in a Board of Directors consisting of thirty (30) members.
(a) Eight (8) members shall be elected annually to serve for three years, or until their successors have qualified and are elected. The Chairperson of the Board with the approval of the
Section 3: QUORUM FOR BOARD OF DIRECTOR MEETINGS
(a) A quorum of the
Section 4: DIRECTOR VOTING ON PUBLIC POLICY (NON-BUSINESS ISSUES)
(a) Reflecting the Chambers stand on a public policy issue, measures to be voted upon invoking matters of general public policy (as opposed to a business-related issue that would affect the membership) shall require a two-thirds vote of the Directors present.
(b) Prior to such a vote, the Directors present shall debate whether the matter is, in fact, a matter of public policy. A majority vote is required to make that determination. A majority vote shall be required on all other matters.
Section 5:
(a) Meetings of the Board of Directors shall be held in the Chamber office or at any other place that is designated from time to time by the Board. Any meeting, regular or special, may be held without the physical presence of some or all Directors, by conference telephone or similar communications equipment, as long as all Directors participating in the meeting can hear one another and participate in discussion.
(a) Regular meetings of the
Section 7: SELECTION AND ELECTION OF DIRECTORS
(a) Nominating Committee: At the regular meeting in August of the
Prior to September 30th, the Nominating Committee shall present to the
No Board member who has served a total of six (6) full years (any combination of three or one year terms) is eligible for re-election unless elected as an officer the term extends to nine (9) years. A period of one year must elapse before eligibility is restored. Such past-directors may, however, be appointed to fill unexpired vacancies created during the lapsed year.
(b) Publicity of Director Nominations: Upon receipt of the report of the Nominating Committee, the
(c) Nominations For Director By Petition: Additional candidates can be nominated by a petition bearing the genuine signatures of at least five (5) members in good standing, of the Chamber. Such petition shall be filed with the Chairperson of the Nominating Committee within ten (10) days after notice has been given to the membership of the Nominating Committee slate. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
(d) Determination of Elected Directors: If no petitions are filed within the designated ten day period, the nominations shall be closed and the slate of the Nominating Committee shall be declared elected by the Board of Directors at its regular October Board meeting.
If legal petitions are received, the names of all candidates shall be arranged on a ballot in alphabetical order with instructions to vote for only six (6) candidates. The President/CEO shall mail this ballot to all active members within five working days of the cutoff of the ten-day nominating period.
The members shall mark the ballots in accordance with instructions printed thereon and return them to the Chamber office within ten (10) days. Based on the report of the Election Judges, see (e) below, the Board of Directors shall at their regular October meeting declare the six (6) candidates with the greatest number of votes, elected.
(e) Election Judges: The Chairperson of the Board shall appoint, subject to the approval of the
Section 8: SEATING OF THE NEW DIRECTORS
(a) All newly elected Board members shall be seated at the regular November Board meeting and they shall be participating members thereafter. Retiring Directors shall continue to serve until the end of the program year.
(a) A member of the Board of Directors, including Honorary Directors, who are absent from three (3) consecutive meetings of the Board of Directors, may automatically be dropped from membership of the Board, unless confined by illness or for some other reason, as approved by a majority vote of those Directors voting at any meeting thereof.
(b) Directors who are dropped from the Board shall receive notification by letter which lists the reasons for such action.
(c) Director vacancies shall be filled by appointment by the Chairperson of the Board subject to approval of the
Section 10: INDEMNIFICATION OF DIRECTORS
(a) The Chamber may, by resolution of the Board of Directors, provide for indemnification of any and all of its Directors or former Directors 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 party, by reason of having been Directors in the Chamber, except in relation to matters 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.
ARTICLE V – OFFICERS
Section 1: ELECTION OF OFFICERS
(a) The Nominating Committee appointed by the Chairperson of the Board in August shall also be the Nominating Committee for the selection of slate of officers of the Chamber. The process shall be as follows:
(1) Prior to August 31st, the Nominating Committee shall present to the Executive Director a slate of candidates to fill the officer positions of Chair Elect and Vice Chairmen. The current Chair Elect shall automatically assume the position of Chairperson of the Board in accordance with Article V, Section 2(b). The Nominating Committee will also select eight (8) candidates for three-year Director positions. Each of the candidates for office shall be a Board of Director member in good standing and have agreed to accept the responsibilities of office for which he/she has been nominated.
(2) The slate of officer nominees is to be presented to the
(3) At its regular meeting in November, the Board of Directors, consisting of retiring and new directors, shall elect the officers. If none of the officer positions were challenged from the floor at the October meeting, the slate may be elected as a body. If positions have been challenged, then the challenged positions shall be voted on individually while the unchallenged positions may be voted on as a body.
(b) Chairperson of the Board shall serve for a term of one year. A second term may be allowed, under certain circumstances, as acknowledged and approved by the full
(c) Officers shall serve for a term of one year or until their successors assume their duties and all officers shall be voting members of the Board of Directors.
(d) The newly elected officers will assume their offices at the beginning of the calendar year.
(a) CHAIRPERSON OF THE BOARD
The Chairperson of the Board shall serve as the chief elected officer of the Napa Chamber of Commerce and shall preside at all meetings of the membership,
The Chairperson of the Board shall assign the Vice Chairmen to specific responsibilities, subject to the approval of the
The Chairperson of the Board, shall, with the advice and counsel of the Vice Chairperson and the
The Chairperson of the Board shall be the leader in the effort to determine goals for the Chamber and insure that those goals are met.
The Chairperson of the Board shall be the official legislative representative and spokesperson of the Chamber of Commerce in all instances and situations when such official representation is appropriate. In his absence, the Chair Elect and/or the
The Chairperson of the Board, with the approval of the
The Chairperson of the Board shall be an ex-officio member of all committees.
(b) CHAIR-ELECT
The Chair Elect shall exercise the powers and authority and perform the duties of the Chairperson of the Board in the absence or disability of the Chairperson. The duties of the Chair Elect shall be such as the title by general usage would indicate, as well as those that may be assigned by the Chairperson and the
(c) IMMEDIATE PAST CHAIRPERSON
The Immediate Past Chairperson shall perform such duties as may be assigned to him/her by the Chairperson of the Board or the
(d) VICE CHAIR
Duties of the Vice Chairmen shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the
(e) TREASURER
The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Directors. The Treasurer is responsible for assisting in preparing the budget for the year with the President/CEO and the Executive Committee.
(f) PRESIDENT/CEO
The
The
The
The
The
The
The
Section 3: EXECUTIVE COMMITTEE
(a) The Executive Committee shall be composed of the Chairperson of the Board, Immediate Past Chairperson, Chairperson-Elect, Vice Chairmen and the Treasurer. The
Section 4: REMOVAL AND RESIGNATION
(a) All officers serve at the pleasure of the
(b) Any officer may resign at any time by giving written notice to the
(c) Any vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled by the Chairperson of the Board subject to approval by the
ARTICLE VI - COMMITTEES
Section 1: APPOINTMENT AND AUTHORITY
(a) The Chairperson of the Board, with the approval of the
(b) It shall be the function of committees to conduct investigations and studies, hold 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
(a) No action by any member, committee, 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
(a) Money raising or self-funding events planned during the year by committees must have prior approval of the Board of Directors. All funds collected and expended for such events must be deposited/paid by the Chamber. Committee fund balances are treated as restricted or unrestricted assets of the chamber and are not the property of individual committees.
ARTICLE VII - FINANCES
(a) Funds received by the Chamber and that are intended to be used as operating funds shall be placed in a General Operating Fund. The expense for the maintenance and conduct of the organization shall be paid from the General Operating Fund.
(a) Upon approval of the budget, the
(a) The fiscal year for this Chamber of Commerce will be from January 1 through December 31.
(a) The Executive Committee shall adopt a budget for the coming fiscal year and submit it to the Board of Directors for approval at its regular meeting in January.
(a) The accounts of the Chamber shall be audited every three (3) years by a certified public accountant as of the close of business on December 31st of the year to be audited.
(b) The procedure for the audit shall be: At the end of the third year following an audit, the
(c) The audit shall at all times be available to members of the organization within the offices of the Chamber.
(d) An annual financial report shall be prepared by the President/CEO not later than four (4) months after the close of the Chamber's fiscal year.
Section 6: MAINTENANCE AND INSPECTIONS OF ARTICLES, BYLAWS AND OTHER CHAMBER RECORDS
(a) A copy of the Chamber’s Articles or Incorporation and Bylaws, as amended to date, shall be maintained in the office of the Chamber and shall be open to inspection by any member at all reasonable times during office hours.
(b) The Chamber’s books and records of accounts and minutes of the proceedings of its members,
(a) The President/CEO, and such other officers and staff as the Board of Directors may designate, shall be bonded by sufficient fidelity bond in the amount set by the Board and paid for by the Chamber.
ARTICLE X - AMENDMENTS
Section 1: REVISIONS TO BYLAWS
(a) These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board Directors, or by a majority of the members at any regular or special general membership meeting, providing the notice for the meeting includes the proposals for amendments. And they shall be submitted to the Board of Directors or to the members in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.
THESE BYLAWS WERE FORMALLY ADOPTED BY THE
AMENDMENTS:
Change 1, Article VIII, adopted
Change 2, Articles V and VII, adopted
Change 3, Article IX, adopted
Change 4, Articles VI amended, X added, adopted
Change 5, complete re-write, edited 9/11/96
Change 6, complete re-write, edited 3/15/08, adopted 6/23/2008
Submitted by: ________________________________________________
Kate King, ACE,
________________________________________________