By-Laws

 

 

Date
President

 

 

Piedmont Chamber of Commerce

BY LAWS

These were adopted at the  March 7, 2013 Chamber Meeting.

Revision date as of December 12, 2012

 

ARTICLE 1 – GENERAL

 

SECTION 1 – NAME

 

This organization is incorporated under the laws of the State of Oklahoma and shall be known as the Piedmont Chamber of Commerce, Incorporated, aka Chamber, and Piedmont Area Chamber of Commerce.

 

SECTION 2 – PURPOSE

 

The Chamber is organized to achieve the objectives of:

a) Preserving the competitive enterprise system of business by creating a better understanding and appreciation of the importance of the business person and a concern for their problems; creating a more intelligent business and public opinion regarding city, county, state and national legislative and political affairs; preventing controversies which are detrimental to expansion and growth of business and the community or adjusting them if they arise; and creating a greater appreciation of the value of a more liberal investment of substance and self on behalf of the interests of competitive business.

b) Promoting business and community growth and development by promoting economic programs designed to strengthen and expand the income potential of all business within the trade area; promoting programs of a civic, social and cultural nature which are designed to increase the overall quality of life and the functional and aesthetic values of the area; and discovering and correcting abuses which prevent the promotion of business expansion and area growth.

 

SECTION 3 – MOTTO

 

“Supporting Business – Promoting Piedmont”

 

ARTICLE 2 – MEMBERSHIP

 

SECTION 1 – ELIGIBILITY

 

Any person, association, corporation, partnership or estate having an interest in promoting the objectives of the organization shall be eligible to apply for membership.

 

SECTION 2 – MEMBERSHIP ELECTION

 

Applications for membership shall be in writing, on forms provided for that purpose by the Chamber, and signed by the applicant.  Election Approval of members shall be by the Board of Directors.  Any applicant so elected shall become a member upon payment of the regularly scheduled dues as provided in Section 3.

 

SECTION 3 – DUES

 

Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors.

 

SECTION 4 – TERMINATION

 

a) Any member may resign from the Chamber upon written notice to the Board of Directors.

b) Any member may be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after thirty (30) days from the date due, unless otherwise extended by the Board.

c) Any member may be expelled by two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.

 

SECTION 5 – VOTING

 

Each member person, firm, association or corporation in good standing, shall be entitled to cast one vote.

 

ARTICLE 3 – MEETINGS

 

SECTION 1 – ANNUAL MEETINGS

 

The annual meeting of the corporation shall be held during each year. The time and place shall be fixed by the Board of Directors and notice shall be given to each member at least (10) days before said meeting.

 

SECTION 2 – ADDITIONAL MEETINGS

 

General meetings and other special meetings of the Chamber of Commerce may be called by the President at any time, or upon a petition, wherein it is stated the purpose and specific item(s) to be considered, in writing and signed by ten (10) members whose dues are not delinquent.

a) Notice of special meetings, stating the purpose and specific items to be discussed, shall be given in a reasonable time to each member.

b) Board meetings may be called by the President, or by written request of three (3) board members. Notice (including the purpose of the meeting) shall be given each director at least two (2) days prior a reasonable time to said meeting.

c) Committee meetings may be called at any time by the President, or by the respective chairperson.

 

SECTION 3 – QUORUMS

 

At any duly called General Membership Meeting of the Chamber, ten (10) members shall constitute a quorum; at any duly called Board of Directors meeting, majority shall constitute a quorum; at any duly called committee meeting a majority of committee members shall constitute a quorum, except when a Committee consists of more than nine (9) members, five (5) shall constitute a quorum.

 

ARTICLE 4 – BOARD OF DIRECTORS

 

SECTION 1 – COMPOSITION AND DUTIES OF THE BOARD

 

Authority: 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.

Composition: The Board of Directors shall be composed of eleven (11) elected members serving three year staggered terms (4-4 -3 number of members elected to the respective three year term), and the Immediate Past President, all as voting members. Five Ex-Officio members of the Piedmont area may be appointed by the President to serve during the Presidents term of office and they shall be non-voting members of the Board.

Succession:  The President may serve a maximum of two consecutive one year terms, as elected by the board of directors.

 

SECTION 2 – ELECTION OF DIRECTORS

 

The Board of Directors shall be elected as hereinafter provided. All nominees must be chamber members in good standing (dues not delinquent).

a) Nominating Committee and Nominations from the Floor. At the regular Board of Directors meeting in September, a nominating committee (none of whom shall be a candidate for election), shall be appointed by the President and ratified by the Board. The committee’s duty shall be to nominate from the members of the Chamber at least as many members to be voted on for members of the Board of Directors as there are vacancies to be filled.  The committee shall file the list of nominees recommended with the President before the October Board meeting. The President shall then, at a general meeting of the chamber in October announce the nominating committee’s recommendations and open the floor for additional nominations. Nominations from the floor may be made by members in good standing and seconded by members in good standing.  If no general meeting is held in October, the chamber shall notify all of the membership by October 20^th of the nominating committee’s recommendations and of those nominated by petition.

b) Nominations by Petition. Members in good standing may also nominate members for the Board by petition. Said petitions shall be filed at the chamber office by September 30^th, giving the name of the nominee and nominator, a letter signed by the nominee stating he/she will serve if elected, and the signatures of ten (10) chamber members in good standing seconding the nomination. The determination of the Nominating Committee as to the legality of the petition(s) shall be final, and this determination shall be made prior to the October general meeting, or by October 20^th if no October general meeting is held.

c) Election. At the November General Meeting the names of all candidates shall be listed on a ballot which shall state the names of each candidate recommended by the Nominating Committee, followed by those nominated from the floor at the October general meeting, followed by those nominated by petition. One ballot shall be given to each member in good standing present at the November general meeting, and the Presiding officer of that meeting shall ask those given ballots to cast for as many names as there are vacant positions. The presiding officer shall then cause the ballots to be collected by the secretary or his/her designee and two others appointed by the President shall then retire from the room to count and certify the votes. The outcome shall then be communicated to the President and announced later during the same meeting.  If no general meeting is held in November, the ballot, as described above, shall be emailed to each member of the chamber in good standing by November 10^th, and all ballots must be returned to the Chamber office by November 20^th. On that date, the Secretary or his/her designee and two other members in good standing, appointed by the President, shall open and count, and certify the winners. The membership shall be notified at the December General Meeting of the winners.

d) Meetings. The Board of Directors shall meet at regular periods, the time to be fixed by the Board. Failure to remain in good standing or absence from three (3) consecutive regular meetings, without an excuse deemed valid, and so recorded, by the Directors, shall be construed as a resignation.

e) Resigning Board Members. The Board of Directors may accept a Board member’s resignation by a majority vote at a regular board meeting.  If resignation is accepted in months of July or August, the board shall temporarily appoint a new board member with a majority vote.  If resignation is accepted before July and after a regular Election of Directors as detailed in Section 2, a special election will take place to elect the resigned position(s).  The special election process should exemplify Section 2 – Election of Directors, with exception to specific month of action.

 

ARTICLE 5 – OFFICERS

 

SECTION 1 – Election of Officers

 

Immediately following the election of Directors, the newly elected Director(s) and the holdover Directors shall meet to elect the Officers for the ensuing Chamber year. The current President shall preside. The Board shall determine their nominees to fill the position of President, 1^st Vice President, 2^nd Vice President, Secretary, and Treasurer. Said nominations shall be presented to this board and election held. A secret written ballot shall be held with the nominee with the greatest number of votes being declared as elected. Ties shall be decided by the nonvoting President.

 

SECTION 2 – Duties of Officers and Directors

 

PRESIDENT

General Responsibilities:

The President shall be the legislative head of the Chamber and shall preside at all meetings of the membership and the Board of Directors.

The President shall, with the counsel and advice of the Board of Directors and the First Vice-President, determine the need for committees.

The President shall appoint with the advice and counsel of the Board of Directors and the First Vice-President all committee chairmen and assist in the appointment of committee personnel.

Other Specific Duties:

1. The President shall serve as Chairperson of the Board of Directors.
2. The President shall be chief spokesman for the organization on official statements of policy.
3. With the approval of the Board of Directors, the President shall execute all deeds, contracts, and other instruments affecting the operation of the Chamber or its properties.
4. The President shall be an ex-officio member of all committees.
5. The president shall, with the Secretary sign all formal documents of the Chamber.
6. The President shall present the program of the Chamber to the membership and general public through dissemination of appropriate news releases or public talks.
7. The President shall with advice from the Treasurer and the First Vice-President review the overall financial condition of the organization.
8. The President shall seek ways and means of making the Chamber a more effective organization and better able to serve the needs of the membership.
9. The President shall represent or appoint representatives to all functions and ceremonies at which the Chamber is to be represented.
10. The President shall fulfill the responsibilities as a Director as spelled out in the “Responsibilities of a Director”.

FIRST VICE-PRESIDENT

General Responsibilities:

The First Vice-President shall perform the duties of the President in the president’s absence. The First Vice-President shall oversee those standing committees and ad hoc committees that are assigned by the President.

Other Specific Duties:

1. The First Vice-President shall assist the President in determining the need for committees.
2. Duties will include chairing or management of primary projects and will report on the progress of the projects.
3. The First Vice-President shall discharge such other duties as pertains to the office or as may be prescribed by the President or Board of Directors.
4. The First Vice-President shall fulfill the responsibilities as a Director as spelled out in the “Responsibilities of a Director.”

SECOND VICE-PRESIDENT

General Responsibilities:

The Second Vice-President shall assist the President in all duties and responsibilities to the General Membership of the Chamber and the community.

Other Specific Duties:

1. Duties will include the committee chair coordinator. The Second Vice-President will contact the committee chairs each month for status updates before each board meeting.
2. The Second Vice-President shall assist in the selection of monthly programs for the general meetings.
3. The Second Vice-President shall fulfill the responsibilities as a Director as spelled out in the “Responsibilities of a Director.”

 

TREASURER

General Responsibilities:

The Treasurer shall serve as the Chief Financial Officer of the Piedmont Chamber of Commerce and as Chairperson of the Budget and Finance Committee.  The Treasurer shall be technical custodian of all funds of the Chamber which are kept in the name of the organization. The Treasurer shall render monthly reports to the Board of Directors regarding the financial condition of the Chamber.

Other Specific Duties:

1. The Treasurer shall serve as a member of the Board of Directors or as an appointed ex-officio member of the Board of Directors.
2. The Treasurer in conjunction with the President shall present annually a budget of estimated income and expenditures to the Board of Directors.
3. The Treasurer and Executive Director shall oversee all funds of the Chamber and deposit them in the bank or banks as may be designated from time to time by the Board of Directors. All funds shall be paid out only by checks signed by the President, Treasurer, or Executive Director.
4. The Treasurer shall discharge such other duties as pertain to the office or as may be prescribed by the President or the Board of Directors.
5. The Treasurer shall fulfill the responsibilities as a Director as spelled out in the “Responsibilities of a Director” if the elected as a member of the Board of Directors.

SECRETARY

General Responsibilities:

The Secretary shall be technical custodian of the minutes, corporate seal and all records of the organization; shall ensure that minutes are taken at the General Membership meeting; and in general perform all duties incident to the office that are assigned to the Secretary by the President or by the Board of Directors.

Other Specific Duties:

1. The Secretary shall serve as a member of the Board of Directors
2. The Secretary shall be responsible to ensure that a complete record of the minutes and proceedings of the General Membership meeting be kept.
3. The Secretary shall send out e-mail correspondence as directed by the President or Executive Director.
4. The Secretary shall maintain the e-mail address of the current members of the Chamber.
5. The Secretary shall discharge such other duties as pertain to the office or as may be prescribed by the President or Board of Directors.
6. The Secretary shall fulfill the responsibilities as a Director as spelled out in the “Responsibilities of a Director.”

IMMEDIATE PAST PRESIDENT

General Responsibilities:

The Immediate Past President shall serve as an ex-officio member of the Board of Directors for one year, in the event their board term has expired. The Immediate Past President role shall be that of special consultant to the president, drawing upon his or her knowledge as a past president for advice and guidance.

 

BOARD OF DIRECTORS

General Responsibilities:

The Board of Directors, aka the Board, is the government and policy-making body of the Chamber of Commerce. It authorizes the program of work, approves the budget, controls its property, receives and acts on committee and staff recommendations and directs the general operations of the Chamber.  The Board may hire and bond staff to maintain an office for the benefit of the chamber.

Other Specific Duties:

1. Board members are expected to maintain close contact with members of the Chamber and various leaders of the community.
2. The Board is responsible for financing Chamber operations.
3. Board members endeavor to enlist the talents and energies of Chamber members in committee activities.
4. The Board shall assign program of work objectives and clearly define the responsibility and authority of committees.
5. The Board shall delegate such authority and responsibility to the President and staff as it deems necessary to accomplish the Chamber’s objectives.
6. The Board of Directors is responsible for all Chamber activities, proposed projects that involve other than routine expenditures, or questions of over-all Chamber policy. All must be approved by the Board before the project is undertaken.
7. Board meetings will be on a definite schedule throughout the year. Each Director should make every effort to maintain good attendance and be on time. Upon the absence of a Director from three (3) meetings annually of the Board for reasons which the Board fails to declare sufficient, that Director’s resignation from the Board shall be deemed to have been tendered and accepted unless retained by a majority vote of the Board.
8. Each Director is a representative-at-large of all Chamber members.
9. Each Director, in order to serve the Chamber effectively, must take an active interest in the organization and its activities. This means keeping informed and abreast of activities.
10. Occasions may arise when a Director must serve as the Chamber’s official or unofficial spokesperson. As a spokesperson for the Chamber, each Director will reflect the official Chamber position. This responsibility requires the exercise of careful judgment, for a Director’s own personal views may sometimes differ from policies or official positions adopted by the Chamber. In such cases, the Director must use great care not to express personal views as such views might be misinterpreted as representing the views of the Chamber.
11. A Director, during a term, may expect to encounter criticism of the organization. The Director has an obligation to defend it against unfair criticism or to initiate any necessary action to eliminate the cause if the criticism is justified.
12. A Director must use every possible effort for maintaining and increasing, both in number and caliber, membership in the Chamber.
13. The Board will create and maintain a job description for each paid staff member.

ARTICLE 6 – COMMITTEES

 

SECTION 1 – DUTIES

 

The Board of Directors shall authorize and define the powers and duties of all committees.

a) The President shall appoint all Committees as deemed necessary subject to the confirmation by the Board of Directors.

b) It shall be the function of the Committees to investigate projects and make recommendations, and they shall report directly to the Board of Directors. No standing or special committee shall represent the Chamber of Commerce in advocacy of, or in opposition to any project without the specific authorization of the Board of Directors.Having received authorization of the Board of Directors for action on specific project, it shall be the responsibility of the Committee Chairmen and Committee to plan, organize, andstaff from their Committee and/or the general membership and pursuethe project to a successful conclusion. The committee chair shall report regularly to the Board of Directors the Committees activity.

c) No Committee is authorized to make expenditure or obligate the Chamber of Commerce without prior approval of the Board of Directors.

 

ARTICLE 7 –FINANCES

 

SECTION 1 – BUDGET

 

The Board of Directors shall, prior to the Annual Meeting each year, compile a budget of estimated expense and income for submission to the general membership for review and comment.The proposed budget shall include appropriations for respective Committees and the general operations of the Chamber of Commerce. As passed by the Board of Directors, following the membership review,with or without modification, this budget shall be the appropriation measure of the Chamber of Commerce. The operating budget is subject to revision by the Board of Directors when deemed necessary.  The Board of Directors may reallocate budgetitems when deemed necessary for the effective action of the Committee.

 

SECTION 2 – OPERATIONAL ITEMS

 

a) Disbursements. Upon approval of the budget, authorized personnel of the staff and Officers are 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. Checks shall be signed by the President, Treasurer, or the Executive Director.

b) Deposits. All monies paid to the Chamber shall be placed in a general operation fund. These funds shall be deposited in a federally insured financial institution as determined by the Board of Directors.

c) Audit. The accounts of the Chamber shall be audited annually as of the close of business of the fiscal year. The report shall be made to the Board of Directors and be made available to the membership within the chamber office.

 

ARTICLE 8 – OBJECTIONS

 

Any member of the Chamber of Commerce who may become aggrieved or dissatisfied with the action of the Board of Directors, a Committee or Chamber of Commerce staff personnel shall have the right to object at one of the regular meetings of the Board of Directors, where such action shall be subject to review and appropriate action taken. The petition for appeal must be signed by the petitioner and be addressed to the President.

 

ARTICLE 9 – PARLIAMENTARY PROCEDURE

 

The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts Manual of Parliamentary Rules.

 

ARTICLE 10 – DISSOLUTION

 

The chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the chamber. On dissolution of the chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in IRS section 501 c6.

 

ARTICLE 11 – AMENDMENTS

 

These By-Laws may be amended by a majority, or fifty (50) percent plus one vote, of all votes cast by the membership at a regular or specially called meeting for this purpose. , with the recommendation by the Board of Directors whereat a two thirds vote of those present and voting shall be required for adoption. Amendments to be considered by the membership shall first be approved by the Board of Directors.  Copies of the bylaws showing the changes shall be emailed posted on website and made available at the chamber office prior to the meeting date of the balloting.

 

Approved this day by the Piedmont Chamber of Commerce Board of Directors and Membership.

 

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