Bylaws

BYLAWS OF THE CARMICHAEL DISTRICT CHAMBER OF COMMERCE

(Revised November 2014)

ARTICLE I Name
Section 1: The name of this organization shall be CARMICHAEL DISTRICT CHAMBER OF COMMERCE.
Section 2: The principal office of the Chamber for the transaction of business shall be in the unincorporated city of Carmichael, Sacramento County, California at a location designated by the Board of Directors.


ARTICLE II Purpose
Section 1: The mission of the Carmichael District Chamber of Commerce is to serve both the Carmichael and surrounding residential and business community joining together in networking, advocacy and education.
The Chamber exists to enhance the quality of life in Carmichael by connecting commerce with the community through proactive promotion, acknowledgement, education, and organization.


ARTICLE III Limitations
The Chamber shall be non-partisan and non-sectarian and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for office in city, county, state, national or other political government.


ARTICLE IV Memberships
Section 1: (a) MEMBERSHIP: Any reputable person, association, corporation, partnership or estate having an interest in the geographical area covered by this organization may apply for membership in this organization.
(b) HONORARY MEMBERSHIP: Distinction in public affairs or years of service shall confer eligibility to become an Honorary Member of this organization.
Section 2: Applicants for either membership or honorary membership in this organization may be elected to such membership by the affirmative vote of the Board of Directors at any meeting. All members shall be liable for such annual dues as may be determined by the Board of Directors and Board of Directors is hereby given power to fix the amount of such dues and make them payable at such times and intervals. The rights and privileges of the members shall be as follows:
(a) A member shall have the right to enjoy and participate in all the rights, privileges
and activities of this organization as hereinafter designated.
(b) An honorary member shall not be required to pay any dues or membership fees.
An honorary member shall have all rights and privileges of a member except the right to hold office. Election to honorary membership shall require the affirmative vote of a majority of the Board of Directors.
Section 3: Any person, association, corporation, partnership or estate eligible for membership may acquire one or more memberships and shall designate an individual to represent each such membership, subject to approval of the Board of Directors.
Section 4: Any person, association, corporation, partnership or estate holding more than one membership shall be entitled to cast only one vote per paid membership.
Section 5: Any person, association, corporation, partnership or estate holding one or more memberships shall have the right at any time to change any or all of its representatives upon written notice (which includes e-mail) to the Secretary of this organization.
Section 6: Applications for membership shall be in writing to the Chamber of Commerce.
Section 7: Members may be expelled by the Board of Directors for cause or for nonpayment of dues within a reasonable time as fixed by the Board of Directors. No member, except for nonpayment of dues, may be expelled without the opportunity of a hearing before the Board of Directors at a proper time and place and after a reasonable notice. A quorum of all the Directors present shall be necessary to expel a member.
Section 8: The resignation or expulsion of a member shall terminate membership.


ARTICLE V Meetings
Section 1: The Board of Directors shall set the time and place for holding membership meetings.
Section 2: The annual meeting of the Board of Directors shall be held in the 4th quarter of each year.
Section 3: At all membership meetings, a quorum of those in attendance shall rule. We will have an annual general membership meeting in the 4th quarter of each year.
Section 4: Notice of both regular and special meetings may be verbal or by written announcement which includes e-mail.


ARTICLE VI Board of Directors
Section 1: The government of this organization, the direction of its work and the control of its property shall be vested in a Board of Directors consisting of eleven (11) members in good standing. The Board of Directors reserves the right to increase or decrease the size of the Board of Directors as it deems fit.
Section 2: The duties of the Board of Directors shall be:
(a) To meet once a month at such times and places as it may determine.
(b) To become familiar with the by-laws of this organization and to carry out the
provisions thereof.
(c) To maintain policies and procedures.
(d) To exercise control over all matters pertaining to the care and conduct of the
organization and its finances, and over all appropriations.
(e) To remove, for cause, any director, officer, committee chairperson, or member of
this organization, and to make appointments to all vacancies occurring on the Board of Directors or among the officers.
(f) To submit in writing at the annual meeting of the membership a full report of the
work and finances of this organization.
Section 3: The Directors of this organization shall be elected in the following manner:
Nominating Committee – At the regular August Board meeting, the Chairman shall appoint a Nominating Committee from three to five members of the Chamber. The Chairman shall designate the committee chairperson prior to September 15th. The Nominating Committee, including the President/CEO, shall present to the President/CEO a slate of candidates to serve three-year terms to replace the Directors whose normal terms are expiring.
Election of Directors – Each candidate must be an active member in good standing and have agreed to accept the responsibilities of directorship. A Director may serve no more than two consecutive three-year terms on the Board. When a Chairman’s term on the Board of Directors expires, he/she will automatically remain as a member of the Board the following year, serving as Immediate Past Chairman. The Nominating Committee shall take into account achieving a balance among industrial, distributive, retail, service and professional Board members, shall strive for geographical representation and shall consider current committee service when choosing nominees for the Board.
Residential members shall be represented by no more than one director elected from the associate member classification.
Section 4: The term of office of Director shall be for 2 (2) years. A director shall serve no more than two (2) consecutive terms without a year’s lapse of service on the Board of Directors.
(a) Any person elected or appointed to fill a vacancy on the Board of Directors shall serve for the remainder of the term to which his or her predecessor was elected or appointed. After finishing that term, they would be allowed one more term.
Section 5: Absence without excuse from three (3) regular meetings annually may be construed as a resignation, subject to majority vote of the Board of Directors.
Section 6: A quorum is required to constitute a majority.
Section 7: The Honorary Mayor is a member of the Board of Directors with voting privileges for the length of the Honorary Mayor’s term of office.
Section 8: The Executive Director shall conduct the official correspondence of this organization and preserve all books, documents, communications, and records of the proceedings of the Chamber, the Board of Directors, and all committees. He or she shall perform such other duties as may be incident to this position, subject to the direction of the Board of Directors. At the expiration of employment, he or she shall deliver to the Board of Directors all books, papers and property of the organization. He or she is authorized to receive funds on behalf of the Chamber of Commerce and maintain an accurate record thereof.


ARTICLE VII Officers
Section 1: The Officers of this organization shall be President, Vice-President, Treasurer, Secretary, and
Immediate Past President.
Section 2: At the regular January Board of Directors meeting, the Directors shall elect from their own number a President, Vice-President, Treasurer and Secretary for the ensuing year. Officers shall serve until their successors are elected and installed. Installation shall occur at the regular December meeting of the general membership, and the Officers shall assume office at the regular January Board meeting.
An immediate Past President automatically serves in such capacity and as a Director for a one (1) year term for the ensuing year.
(a) If the term of the Immediate Past President otherwise would have expired it shall
be extended by one year.
Section 3: In the interim between meetings of the Board, in the absence of an Executive Director, the Board of Directors shall have charge of the routine business of the Chamber and, in such instance, the Board of Directors shall have the duty of general supervision of the Chamber office and employees, if any.
Section 4: Duties of the Officers
(1) Any surety bonds which may be required by the Board of Directors or any Officers or Directors and of which the cost is borne by the Chamber shall remain in the possession of the Chamber.
(2) It shall be the duty of the Officers of the Chamber to attend all meetings of the Board of Directors, membership meetings and to perform their designated duties.
(A) PRESIDENT – The president shall preside at all meetings of the membership and the Board of Directors, and perform all duties incident to the office. He or she shall, subject to the approval of the Board of Directors, appoint all committees and be an ex-officio member of all committees. He or she shall, at the annual meeting and at such other times as he or she may deem proper, recommend to the membership of the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.
(B) VICE-PRESIDENT – The vice-president shall assist the president in the administration of this organization and act in the absence or disability of the president, performing all the duties of the president. If both the president and the vice-president are absent or disabled, the Board of Directors shall appoint one of its members to perform the duties of the president.
(C) TREASURER – The treasurer shall approve all bills prior to payment. Prior to any expenditure being made, the treasurer must verify whether or not the expenditure is included within the budget duly approved by the Board of Directors. If the expenditure is not included within the approved budget, the treasurer must insure that approval is received from the Board of Directors prior to the expenditure being made. The treasurer is responsible for the maintenance of the books of account and, at monthly intervals, shall make a financial report to the Board of Directors. The treasurer shall perform such other duties as may be consistent with said office and as may be directed by the Board of Directors.
(D) SECRETARY – The secretary shall maintain an accurate record of the proceedings of the Chamber’s Board of Directors. The secretary shall be responsible for communications and documents and other secretarial duties as may be assigned by the Board of Directors.


ARTICLE VIII Budgets, Expenditures and Disbursements
Section 1: The Finance Committee shall cause the books and accounts of this organization to be audited annually at the close of business, and report its findings to the Board of Directors and to the membership.
Section 2: Each year, at the annual meeting of the Board of Directors, the Finance Committee shall present a budget of estimated income and expenses, including a stated amount for each committee, for approval. No committee may exceed its appropriation without the consent of the Board of Directors.
Section 3: No disbursement of the funds of this organization shall be made unless properly approved and authorized. All checks shall bear any two (2) of the following Officers’ signatures: The President, Vice-President and Treasurer. The Board of Directors may authorize the Executive Director and/or the Immediate Past President to sign checks as one of the signatures. The Treasurer shall be notified within twenty-four (24) hours of any check written not bearing his or her signature.
All recommendations for expenditures not included in the budget shall be submitted to the Board of Directors for approval.


ARTICLE IX Miscellaneous
Section 1: The Board of Directors shall authorize and define the power and duties of all committees. The President shall appoint all committees, subject to confirmation by the Board of Directors. Each committee is responsible for a verbal or written report of its own agenda and minutes and must furnish the Board of Directors with copies thereof. Before any function is approved by the Board of Directors, a tentative budget must be submitted to the Treasurer for approval by the Board of Directors. No less than sixty (60) days prior to a function, a complete and itemized budget must be submitted to the Treasurer for verification that function income and expenses will fall within the appropriation established by the Board of Directors.
Section 2: The fiscal year shall end on the thirty-first day of December of each year.


ARTICLE X Dissolution
Section 1: The Chamber shall use its funds only to accomplish the objective and purpose specified in these Bylaws, and no part of said funds shall insure, or be distributed to the members of this organization. On dissolution of the Chamber, any remaining funds shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organization(s) to be selected by the Board of Directors.


ARTICLE XI Amendments
Section 1: These Bylaws may be amended or altered by two-thirds (2/3) vote of those present and voting at any regular or special meeting of the membership of the Chamber. Notice of proposed changes will be provided by written notice no less than ten (10) days prior to such meeting.
Section 2: These Bylaws shall be known and referred to as “The Bylaws of the Carmichael District Chamber of Commerce—2012 Revision.”