• Bylaws

    Written by Administrator   

    Sunday, 04 September 2011 19:05

    ARTICLE ONE:
    NAME
    The name of the organization shall be the Brazoria Chamber of Commerce.

    ARTICLE TWO:

    PURPOSE AND LIMITATION OF METHODS
    · The Brazoria Chamber of Commerce is organized to advance the economic, commercial, industrial, cultural, educational, social and civic interests of the Brazoria community, market and trade area. The Brazoria Chamber of Commerce shall observe all local, state, and federal laws, which apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code. The Chamber shall be non-partisan and non-sectarian in its activities.
    ARTICLE THREE:
    MEMBERSHIP
    Section 1:
    · Eligibility any person, association, corporation, partnership or estate supporting the objectives of the organization shall be eligible to apply for membership.

    Section 2:
    · Classes of Membership
    · 1. Individual
    · 2. Small Business
    · 3. Non-Profit/Education
    · 4. Honorary

    Section 3:
    · Acceptance
    Application for membership shall be in writing, on forms provided for that purpose and signed by the applicant. The application shall be regarded as a guarantee on the part of the applicant of his/her interest in and sympathy with the purposes of the Chamber and of his/her adherence, if elected, to its bylaws, rules and regulations. Election to membership shall require the affirmative majority vote of the Board of Directors.

    Section 4:
    · Dues Membership dues shall be at such rate, schedule or formula as may be from time to time prescribed by the Board of Directors, payable in advance.

    Section 5:
    · Termination
    · 1. Any member may resign from the Brazoria Chamber of Commerce by written notice to the Board of Directors.
    · 2. Membership dues unpaid thirty (30) days after the date of billing shall be deemed delinquent. Dues, which remain unpaid ninety (90) days after date of billing, shall result in automatic cancellation of membership. The Board of Directors may, for good cause, extend this period for specific membership.
    · 3. Any member may be expelled by a two-thirds (2/3) vote of the Board of Directors, at a regularly scheduled meeting, for causes that, in the opinion of the Directors, are detrimental to the best interest of the Chamber. The complaint will be presented to the Board of Directors in writing and a copy of the complaint will be sent to the member in question. The member shall be entitled to a hearing before the Board of Directors in a closed session.
    Section 6:
    · Voting each member in good standing shall be entitled to one (1) vote.
    · Section 7:
    · Exercise of Privileges Any firm, association, corporation, partnership, or estate holding membership may nominate an individual whom the holder desires to exercise the privileges of membership covered by its subscription, and shall have the right to change its membership nomination upon written notice.
    ARTICLE FOUR: MEETINGS
    · Section 1: Annual Meeting
    The annual meeting of the Brazoria Chamber of Commerce shall be held during the month of September, at a time and place to be determined by the Board of Directors.
    · Section 2: Other membership meetings
    · 1. The Board of Directors may provide membership meetings whenever it may be considered necessary or desirable.
    · 2. The Board of Directors shall call a membership meeting upon receiving a petition signed by at least ten-percent of the members.
    · Section 3: Quorums Five percent of the members in good standing shall constitute a quorum at all membership meetings.
    ARTICLE FIVE:
    BOARD OF DIRECTORS
    Section 1: Composition of the Board

    · The government and policy-making responsibilities of the Brazoria Chamber of Commerce shall be vested in a Board of Directors consisting of twelve (12) members, one-third of whom shall be elected annually for a term of three years. No member of the Board of Directors who has completed a three-year term shall be eligible for re-election until after the lapse of one year after the completion of his/her term.

    Section 2: Officers

    · Offices of the Brazoria Chamber of Commerce shall include the President, 1st and 2nd Vice-President of equal rank, and Treasurer.

    Section 3: Selection of Directors

    · 1. Nominating Committee

    At the regular May Board of Directors Meeting, the Chairman of the Board shall appoint, subject to approval of the Board of Directors, a nominating committee of three members of the chamber. The committee shall consist of at least one board member.

    The proposed slate of candidates shall be presented to the Board of Directors for approval at the regularly scheduled June Board of Directors meeting. The slate of proposed candidates shall be sufficient to fill the expired terms. A candidate must be a member in good standing and must have agreed to accept the responsibility of directorship. Appointed members of the Board of Directors whose terms have expired shall be eligible for nomination to an elected term. No member of the Board of Directors may be elected to serve more than one three-year consecutive term. At least one year must separate each elected three-year term.

    · 2. Election

    All nominated names shall be placed on the official ballot alphabetically with space and instructions on the number of persons to be elected to the Board of Directors. Space for write-in candidate(s) will appear in conjunction with the proposed candidate(s) for election.

    · 3. Ballots

    Official ballots shall bear the corporate seal of the chamber. The ballots shall be mailed to the membership no later than the first working day of July and must be returned to the chamber office on or before the due date specified on said ballot. Ballots shall be returned in a sealed envelope marked ballot.

    Prior to the deadline for ballots to be received from the general membership, the President of the Board will appoint a chairman and committee of four (4) judges composed of one (1) director and three (3) non-director members to canvass and report the results of the election. The number of candidates as there are vacancies to be filled receiving the highest number of votes shall be elected to the Board of Directors. The President shall preserve all ballots for not less than sixty (60) days following the election after which they may be destroyed.

    The election of directors shall be confirmed at the July meeting of the Board of Directors and announced at the next monthly general membership meeting.
    · 4. Tie-Breaker Ties shall be broken by secret ballot cast by the Board of Directors.
    · 5. Seating of New Directors

    All newly elected members of the Board of Directors shall be seated at the August Board of Directors meeting and shall assume their duties. The first duty of the newly constituted Board of Directors shall be to elect officers.

    Each September, at a time and place fixed by the President, the Board of Directors shall meet to discuss and prepare a program of work for the coming fiscal year. (see Article Six)

    Section 4: Termination

    · 1. Any Director who is absent for three (3) successive regularly scheduled Board of Director's meetings or a total of five (5) regularly scheduled Board of Director's meetings shall automatically forfeit his/her office as Director unless there are extenuating circumstances as determined by the President.
    · 2. No one whose dues are delinquent may serve as Director.

    Section 5: Vacancies

    · Vacancies on the Board of Directors or among the elected officers shall be filled by the Board of Directors by majority of those voting at any regular or special meeting of the Board of Directors.
    No director who has served one consecutive three-year term or parts of a three-year term equal to four and a half or more consecutive years shall be eligible for re-election until one year has elapsed.

    Section 6: Meetings

    · The Board of Directors will meet each month at a time and place designated by the President. The President may also call special meetings at a time and place designated by him/her with at least three (3) days notice to the Board of Directors.

    Section 7: Quorum

    · A quorum will constitute a majority of the membership (51%) of the Board of Director's.

    Section 8: Policy

    · No matter involving the policies of the chamber shall be finally acted upon by the membership until the Board of Directors has approved it.

    Section 9: Management

    · The Board of Directors shall employ an Executive Director to oversee the day-to-day operations of the Brazoria Chamber of Commerce. (see Article Eight)

    Section 10: 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 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 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.
    ARTICLE SIX: OFFICERS Section 1: Selection of Officers

    · At the first meeting of the newly elected Board of Directors, the Board of Directors shall elect the President, the 1st Vice-President, the 2nd Vice-President and the Treasurer. Section 2: Duties of the President

    1. The President shall preside, or appoint an alternate officer to preside, at all membership meetings of the Chamber of Commerce and meetings of the Board of Directors. 2. He/she shall direct the efforts of the Chamber of Commerce, with the advice and counsel of the Board of Directors, to promote and fulfill the purpose and objectives of the organization. 3. He/she shall appoint all committees and shall be ex-officio member of all committees. 4. He/she shall conduct an annual review of the Executive Director and his/her job description each July and shall make recommendations to the Board of Directors regarding compensation and/or revisions to the job description and duties for the Executive Director each August. 5. He/she shall order an audit of the finances of the Brazoria Chamber of Commerce at the end of each fiscal year. Section 3: Duties of the Vice-President 1. The 1st Vice-President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. 2. The 2nd Vice-President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President and 1st Vice-President. Section 4: Duties of the Treasurer 1. The Treasurer shall be responsible for the safeguarding of all funds received by the chamber and for their proper disbursement. 2. He/she shall keep all monies of the Chamber deposited in its name in financial institutions, or invested in a manner approved by the Board of Directors. 3. The Treasurer shall cause a monthly financial report to be made to the Board of Directors.

    ARTICLE SEVEN: COMMITTEES Section 1: Appointment and Authority

    · The President shall appoint all committees and appoint all committee chairmen. The Board of Directors shall authorize and define the powers and duties of all committees.

    Section 2: Limitation of Authority

    · No action or statement by any member, committee, employee, director or officer shall be binding upon, or constitute an expression of policy of the Chamber, until approved or ratified by the Board of Directors. Committees shall be discharged at such time as, in the opinion of the Board of Directors, their work has been completed or is no longer required.

    Section 3: Action

    · Once the Board of Directors has approved committee action, it shall be incumbent upon the committee chairmen, or the chairmen's designee to make presentations, representation and carry forth the responsibility designated by the committee.

    ARTICLE EIGHT:
    EXECUTIVE DIRECTOR
    Section 1: Purpose of Position

    · The Executive Director's primary purpose is to facilitate the efficient operation of the Brazoria Chamber of Commerce office, support local businesses and promote the benefits of the City of Brazoria and the surrounding area to prospective businesses.

    Section 2: Duties and Responsibilities

    · The Board of Directors will provide a written description of these duties and responsibilities. This description will be used to establish a definite understanding of the expectations of the director. It outlines the qualifications, major responsibilities and duties as they relate to the goals and objectives of the Chamber.

    Section 3: Resignation

    · The Executive Director should give written notice of resignation from employment in writing to the President at least two weeks prior to such leaving. The giving of required notice will allow the employee to collect the final payroll check at the separation interview the last day on the job. At the discretion of the Board of Directors, the director may be given severance pay in lieu of working the period of notice when it is judged to be in the best interest on the Chamber. A final interview by the President will be conducted. The circumstances or conditions of the employee's resignation shall be determined and documented in the personnel file. During the interview, there will also be a clearing of the employee's accounts including the return of all assigned office keys, reimbursement of expenses, payment of final payroll and the return of any and all confidential material relating to the Chamber.

    Section 4: Termination

    · The termination of the Executive Director will be determined by a majority of the Board of Directors, by voice ballot and duly recorded in the minutes. The circumstances or conditions of the employee's termination shall be determined and documented in the personnel file. A written notice of termination from employment will be provided to the employee. A final interview by the President and at least one other director will be conducted. During the interview, there will also be a clearing of the employee's accounts including the return of all assigned office keys, reimbursement of expenses, payment of final payroll including two weeks severance pay and the return of any and all confidential material relating to the Chamber.

    ARTICLE NINE:
    FINANCES
    Section 1: Funds

    · All money paid to the chamber shall be placed into a general operating fund or in such other special funds as may from time to time be established by the Board of Directors.

    Section 2: Disbursements

    · Upon approval of the budget, the Executive Director is authorized to make disbursements from the general operating fund in accordance with said budget without additional approval of the Board of Directors. Special fund disbursements shall be made at the direction of the Board of Directors.

    Section 3: Fiscal Year

    · The fiscal year of the chamber shall commence on October 1 and close on September 30.

    Section 4: Budget

    · A proposed budget for the general operating fund shall be submitted by the Executive Director to the Board of Directors on or before its regular September meeting. The Board of Directors shall adopt a budget on or before September 30th.

    Section 5: Audit

    · An independent audit of the records of the chamber will be conducted each November. No officer or director is authorized to conduct an audit. Audit findings shall be disclosed to the Board of Directors and available to members of the organization within the offices of the chamber.

    Section 6: Bonding

    · The Executive Director and such other officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the board and paid by the Chamber.

    Section 7: Records

    · All records of the chamber shall be available to the membership for inspection at the business office of the chamber during normal business hours. At no time may the records of the chamber office be removed from the chamber business office.
    ARTICLE TEN:
    DISSOLUTION
    Section 1: Procedure

    · 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 benefiting the Brazoria community to be selected by the Board of Directors as defined in IRS Section 502 (c) (6).
    ARTICLE ELEVEN:
    PARLIAMENTARY AUTHORITY
    Section 1: Procedure

    · 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 of by-laws of the chamber.
    ARTICLE TWELVE:
    AMENDMENTS

    Section 1: Revisions

    · These bylaws may be amended or altered by a majority of the Board of Directors present at a regular or special meeting, provided the notice for the meeting includes the proposals for amendments.