(a) This organization is incorporated under the laws of the State of
California and shall be known as the Napa Chamber of Commerce. This corporation shall hereafter be referred to as the “Chamber”. Its principal business office shall be maintained in the City of
Napa.
(a) The Chambers primary geographic area of interest shall be that of the greater City of
Napa. The secondary area of interest includes all of
NapaCounty. This secondary interest is shared in common with all other Chambers within the County. It is the intent of the Napa Chamber of Commerce to maintain collaborative and cooperative relationships with all Chambers of Commerce within the County for the benefit of the business community.
(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.
(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.
(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
Board of Directors, at a regularly scheduled meeting, at the discretion of the Board.
(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.
(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.
(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.
(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.
(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.
(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.
(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) Special meetings of the membership shall be called by the Chairperson of the Board, or by the
Board of Directors upon written application of three (3) members of the Board, or upon written request of twenty-five (25) members of the Chamber.
(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
California.
(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
Board of Directors shall appoint six (6) Directors each year. An elected officer must be a director and may be either appointed to a one-year term, elected to a three-year term and/or appointed to fill a director vacancy. Members that have distinguished themselves through service to the Chamber may be considered for appointment to honorary directors, without vote. Honorary Directors shall be in addition to the thirty (30) elected or appointed directors. Their term shall be for life unless terminated by resignation and or reasons of misconduct, as determined by at least 2/3 vote of the
Board of Directors. Appointment as an honorary director shall require a 2/3 vote by the
Board of Directors.
(a) A quorum of the
Board of Directors shall be fifty percent (50%) of the Board plus one additional Director. No official business may be decided without a quorum present.
(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.
(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
Board of Directors for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chairperson-Elect, or any two directors.
(a) Nominating Committee: At the regular meeting in August of the
Board of Directors, the Chairperson of the Board shall appoint, subject to the approval of the
Board of Directors, a Nominating Committee of five (5) members of the Chamber. The Chairperson of the Board shall designate the Chairperson of the committee.
Prior to September 30th, the Nominating Committee shall present to the
President/CEO a slate of eight (8) Director Candidates to serve three-year terms to replace the Directors whose terms are expiring. The Nominating Committee will identify candidates for Chamber officers. Each candidate must be an active member, in good standing, and must have agreed to accept the nomination and responsibilities of directorship.
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
President/CEO shall notify the membership by mail of the names of the persons nominated as Director candidates and of the right to petition. A verbal report on the slate of candidates for three year terms shall be made by the Chairperson of the Nominating Committee to the
Board of Directors at its meeting in September.
(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
Board of Directors, at least 3, but not more than 5, judges who are not members of the
Board of Directors or candidates for election. 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 prior to the Directors regular meeting in October as per (d) above.
(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
Board 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.
(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
Board of Directors at its regular October meeting and nominations called for from the floor at that time for any of the officer positions except Chairperson of the Board.
(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
Board of Directors.
(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.
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,
Board of Directors, and the Executive Committee. The Chairperson of the Board shall exert supervision over the affairs of the Chamber.
The Chairperson of the Board shall assign the Vice Chairmen to specific responsibilities, subject to the approval of the
Board of Directors.
The Chairperson of the Board, shall, with the advice and counsel of the Vice Chairperson and the
President/CEO, determine all committees, select all committee chairmen, and, where appropriate, assist the committee Chairperson in the selection of the committee personnel, all of which are subject to the approval of the
Board of Directors.
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
President/CEO become the spokesperson; but, in their absence the Chairperson of the Board may appoint a spokesperson.
The Chairperson of the Board, with the approval of the
Board of Directors, shall sign all deeds, contracts, formal documents and other instruments affecting the operation of the Chamber or any of its properties. The names of the Chairperson of the Board,
President/CEO, and the person preparing the minutes shall be included in the minutes of all Chamber meetings.
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
Board of Directors. At the end of each year, the current Chair Elect will automatically assume the office of Chairperson of the Board for the coming year. Election as Chair Elect will be, in effect, a three-year term to the
Board of Directors in that the incumbent serves one year as Chair Elect and then automatically assumes the Chairpersonship either upon expiration of the Chairperson’s term or vacating the position and then becomes the Past Chairperson representative on the Board.
(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
Board of Directors.
(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
Board of Directors. Vice Chairmen also have under their immediate jurisdiction, the coordination of all committees in their assigned division of the Chamber’s program.
(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
Board of Directors shall employ a
President/CEO who shall be the corporate secretary and the chief administrative and executive officer of the Chamber. The
President/CEO shall serve as secretary of the
Board of Directors and the Executive Committee and cause to be prepared notices, agendas, and minutes of meetings of the Board and the Executive Committee.
The
President/CEO shall serve as advisor to the Chairperson of the Board, and shall assemble information and data and cause to be prepared special reports as required by the program of the Chamber.
The
President/CEO shall be a non-voting member of the
Board of Directors and the Executive Committee.
The
President/CEO or designated staff member shall be a non-voting member of all task forces and committees.
The
President/CEO shall be responsible for the business plan in accordance with the policies and direction of the
Board of Directors.
The
President/CEO shall be responsible for hiring, discharging, directing and supervising all employment activities.
The
President/CEO shall be responsible for the preparation of an operating budget, in conjunction with the Treasurer, covering all activities of the Chamber. He/she shall submit it to the Executive Committee for its adoption, which in turn shall forward it to the
Board of Directors for approval. The
President/CEO shall also be responsible for all expenditures with approved budget allocation.
(a) The Executive Committee shall be composed of the Chairperson of the Board, Immediate Past Chairperson, Chairperson-Elect, Vice Chairmen and the Treasurer. The
President/CEO shall be an ex-officio member of the Executive Committee. The Executive Committee shall be available on the call of the Chairperson to assist and advise the Chairperson and it shall be vested with the powers of authority as are delegated to it by the
Board of Directors. The Executive Committee may act for the
Board of Directors when the Board is not in session, but it shall be accountable to the Board of any action taken. A majority of the voting members of the Executive Committee shall constitute a quorum.
(a) All officers serve at the pleasure of the
Board of Directors. An officer may be removed with cause by a two-thirds vote of the Directors present at any regular or special meeting of the Board. Any officer removed shall receive a letter, signed by the Chairperson of the Board which states the reason for removal.
(b) Any officer may resign at any time by giving written notice to the
Board of Directors, or to the Chairperson of the Board. Such resignation shall take effect at the time of receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(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
Board of Directors at its next regular meeting.
(a) The Chairperson of the Board, with the approval of the
Board of Directors, shall appoint all committees and committee chairpersons. The Chairperson may appoint such ad hoc committees and their chairpersons as are deemed necessary to carry out the programs of the Chamber. Committee appointments shall be at the will and pleasure of the term of the appointing Chairperson and shall serve concurrently with the term of the appointing Chairperson unless a different term is approved by the
Board of Directors.
(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.
(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
Board of Directors. Committees shall be discharged by the Chairperson of the Board 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 committees.
(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.
(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
President/CEO is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the
Board of Directors. Recommendations for expenditures outside the budget shall be submitted to the
Board of Directors for approval. Disbursements shall be by check that shall be signed by the
President/CEO for payments in the amount of $250 or less. All other checks shall be signed by the
President/CEO and countersigned by an officer who has been authorized by the
Board of Directors.
(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
President/CEO shall notify the Chairperson of the Board that an audit is due. Subject to approval of the Executive Committee, the Chairperson will then order an audit and specify which of the past three years are to be audited.
(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.
(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,
Board of Directors and committees of the Board shall be kept in the Office of the Chamber. The minutes shall be kept in written form and the books and records of accounts shall be kept either in written form or in any other form capable of being converted to written form. The minutes and books and records of account shall be open to inspection upon written demand of any member at any reasonable time during office hours, for a purpose reasonably related to the member’s interest as a member.
(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.
(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
NAPA CHAMBER OF COMMERCE AT ITS MEETING OF DECEMBER 16, 1991.
AMENDMENTS:
Change 1, Article VIII, adopted
3/22/93
Change 2, Articles V and VII, adopted
9/27/93
Change 3, Article IX, adopted
11/28/94
Change 4, Articles VI amended, X added, adopted
1/22/96
