Chamber Bylaws
Article I
General
Section 1: Name
This organization is incorporated under the laws of the state of Ohio and shall be known as the West Geauga Chamber of Commerce, Incorporated.
Section
2:
Purpose
The
purpose
of
the
West
Geauga
Chamber
of
Commerce,
Inc.
(the
Chamber)
shall
be
to
promote,
protect
and
serve
the
civic,
social,
and
general
business
interests
of
Chesterland,
Ohio,
and
the
surrounding
area.
Additionally,
the
purpose
of
the
Chamber
is
to
encourage
a
unified
public
spirit
within
the
community.Article
II
Membership
Section
1:
Eligibility
Any
person,
association,
corporation,
partnership,
or
estate
having
an
interest
in
the
objectives
of
the
organization
shall
be
eligible
for
membership.
Section
2:
Application
and
Approval
Applications
for
membership
shall
be
in
writing,
on
forms
provided
for
that
purpose,
and
signed
by
the
applicant.
Approval
of
members
shall
be
by
vote
of
the
Board
of
Directors
at
any
meeting
thereof.
Any
applicant
so
approved
shall
become
a
member
upon
payment
of
the
regularly
scheduled
dues
as
provided
in
Section
3
of
Article
II.
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,
payable
in
advance.
Section
4:
Termination
(1)
Any
member
may
resign
from
the
Chamber
upon
written
notification
to
the
Board
of
Directors;
(2)
any
member
shall
be
expelled
by
the
Board
of
Directors
by
a
two-thirds
vote
for
nonpayment
of
dues
after
ninety
(90)
days
from
the
date
due
unless
otherwise
extended
for
good
cause;
(3)
and
any
member
may
be
expelled
by
a
two-thirds
vote
of
the
Board
of
Directors,
at
a
regularly
scheduled
meeting
thereof,
for
conduct
unbecoming
of
a
member
or
prejudicial
to
aims
or
repute
of
the
Chamber,
after
notice
and
opportunity
for
a
hearing
are
afforded
the
member
complained
against.
Section
5:
Voting
In
any
proceeding
in
which
voting
by
members
is
called
for,
each
member
in
good
standing
shall
be
entitled
to
cast
one
(1)
vote.
Section
6:
Exercise
of
Privileges
Any
organization
holding
membership
may
nominate
an
individual(s)
whom
the
holder
desires
to
exercise
the
benefits
covered
by
its
membership
and
shall
have
the
right
to
change
its
membership
nomination
upon
written
notice.
Section
7:
Orientation
At
regular
intervals,
orientation
on
the
purposes
and
activities
of
this
organization
shall
be
conducted
for
the
following
groups:
new
officers
and
directors
and
current
officers
and
directors,
committee
chair,
committees,
and
new
members.
A
detailed
outline
for
each
of
these
groups
shall
be
a
part
of
the
organization’s
procedures
manual.
Section
8:
Honorary
Membership
Distinction
in
public
affairs
shall
confer
eligibility
to
honorary
membership.
Honorary
members
shall
have
all
the
privileges
of
members
except
the
right
to
vote
and
shall
be
exempt
from
payment
of
dues.
The
Board
of
Directors
shall
confer
or
revoke
honorary
membership
by
a
majority
vote.Article
III
Meetings
Section
1:
Annual
Meeting
The
annual
meeting
of
the
corporation,
in
compliance
with
state
law,
shall
be
held
during
the
second
quarter
of
each
year.
The
time
and
place
shall
be
fixed
by
the
Board
of
Directors
and
notice
thereof
communicated
to
each
member
at
least
ten
(10)
days
before
said
meeting.
Section
2:
Additional
Meetings
General
meetings
of
the
Chamber
may
be
called
by
the
President
of
the
Board
at
any
time,
or
upon
petition
in
writing
of
any
25
of
members
in
good
standing:
notice
of
special
meetings
shall
be
communicated
to
each
member
at
least
five
(5)
days
prior
to
such
meetings.
The
action
at
such
special
meeting
will
be
limited
to
matters
described
in
the
notice;
board
meetings
may
be
called
by
the
President
of
the
Board
or
by
the
Board
of
Directors
upon
written
application
of
three
(3)
members
of
the
Board.
Notice,
including
the
purpose
of
the
meetings,
shall
be
given
to
each
director
at
least
three
(3)
days
prior
to
said
meeting;
committee
meetings
may
be
called
at
any
time
by
the
President
of
the
board
or
by
the
committee’s
chair.
Section
3:
Quorums
For
purposes
of
transacting
official
business
of
the
Chamber,
the
following
are
considered
the
necessary
quorums:
(1)
At
any
duly
called
general
or
special
meeting
of
the
Chamber
members,
a
majority
of
the
members
in
good
standing
shall
be
present
in
person
or
by
proxy;
(2)
At
a
Board
of
Directors
meeting,
a
majority
of
Directors
must
personally
be
in
attendance;
and
(3)
At
committee
meetings,
a
majority
of
committee
members
shall
constitute
a
quorum.
Section
4:
Voting
Voting
at
any
regular
or
special
meetings
of
the
Board
of
Directors
shall
be
by
voice
vote
unless
two
(2)
or
more
members
of
the
Board
request
a
secret
ballot
prior
to
a
vote
on
the
question.
Section
5:
Notices,
Agendas,
and
Minutes
Written
notice
of
all
Chamber
meetings
must
be
given
at
least
one
day
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
the
organization’s
procedures
manual.
Article IV
Board of Directors
Section
1:
Composition
of
the
Board
The
administration
and
control
of
the
activities
and
property
of
the
Chamber
shall
be
vested
in
a
Board
of
Directors
consisting
of
a
minimum
of
three
(3)
members
and
a
maximum
of
nine
(9).
The
term
of
office
shall
be
two
years.
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.
Section 2: Selection and Election of Directors
(1) Nominating Committee. At the regular July Board meetings, the President of the Board shall appoint, subject to approval of the Board of Directors, a Nominating Committee of three (3) members of the Chamber. The President of the Board shall designate the chairperson of the committee.
At the September Board meeting, the Nominating Committee shall present to the President a slate of two (2) candidates to serve 2-year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No board member who has served two consecutive 2-year terms is eligible for election for a third term. A period of 1 year must elapse before eligibility is restored.
(2) Public Notice of Nominations. Upon receipt of the Nominating Committee’s report, the President shall immediately notify the membership of the names of persons nominated as candidates for directors and the right of petition.
(3) Nominations by Petition. Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least ten (10) qualified members of the Chamber. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
(4) Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of two (2) candidates shall be declared elected by the Board of Directors at their regular November board meeting.
If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for 2 (two) candidates only. The President shall distribute this ballot to all active members at least fifteen (15) days before the regular October Board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber office within ten (10) days. The Board of Directors shall at its regular November Board meeting declare the two (2) candidates with the greatest number of votes elected.
(5) Judges. The President shall appoint, subject to the approval of the Board of Directors, at least three (3), but not more than five (5), judges who are not members of the Board of Directors or candidates for election. One will be designated chairperson. Such judges shall have complete supervision of the election, including auditing the ballots. They shall report the results of the election to the Board of Directors.
Section
3:
Seating
of
New
Directors
All
newly
elected
and
appointed
Board
members
shall
be
seated
at
the
regular
December
Board
meeting
and
shall
be
participating
members
thereafter.
Retiring
directors
shall
continue
to
serve
until
the
end
of
the
program
year.
Section
4:
Vacancies
A
member
of
the
Board
of
Directors
who
shall
be
absent
from
three
(3)
consecutive
regular
meetings
of
the
Board
of
Directors
shall
automatically
be
dropped
from
membership
on
the
Board
unless
confined
by
illness
or
other
absence
approved
by
a
majority
vote
of
those
voting
at
any
meeting
thereof.
Vacancies on the Board, or among the officers, shall be filled by the Board by a majority vote.
Section
5:
Policy
The
Board
of
Directors
is
responsible
for
establishing
procedure
and
formulating
policy
for
the
organization.
It
is
also
responsible
for
adopting
all
policies
of
the
organization.
These
policies
shall
be
maintained
in
a
procedures
manual
to
be
reviewed
annually
and
revised
as
necessary.
Section
6:
Management
The
Board
of
Directors
shall
employ
a
president
and
shall
fix
the
salary
and
other
considerations
of
employment.
Section
7:
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
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.
Section 8: Financial Self-Interest
No member of the Board of Directors, while so serving, shall participate in any matter or vote on any issues that come before the Board in which he or she has a financial interest either personally or professionally unless the same is fully disclosed at a Board meeting and the Board approves such relationship by the Board member.
Article V
Officers
Section
1:
Determination
of
Officers
The
Board
of
Directors
(new
and
retiring)
at
its
regular
December
meeting
shall
reorganize
for
the
coming
year.
The
Nominating
Committee
for
Directors
shall
also
nominate
officers
each
year.
Officers
will
be
elected
from
members
of
the
new
Board.
In
addition
to
the
nominees
presented
by
the
Nominating
Committee,
nominees
will
be
accepted
from
the
floor. At
this
meeting,
the
current
President
shall
declare
the
President-Elect
as
President
for
the
ensuing
year. The
Board
shall
elect
the
President-Elect,
Vice
President,
Treasurer
and
the
Secretary
by
majority
vote. Directors
present
will
vote
by
secret
ballot
should
there
be
a
contest.
All
officers
shall
take
office
on
the
first
day
of
the
new
fiscal
year
and
serve
for
a
term
of
one
(1)
year
or
until
their
successors
assume
the
duties
of
office. They
shall
be
voting
members
of
the
Board
of
Directors.
Section
2:
Duties
of
Officers
(1)
President.
The
President
shall
serve
as
the
chief
elected
officer
of
the
Chamber
of
Commerce
and
shall
preside
at
all
meetings
of
the
membership,
Board
of
Directors,
and
Executive
Committee.
The President shall, with advice and counsel of the Vice President and Executive Committee, determine all committees, select all committee chair, assist in the selection of committee personnel, subject to approval of the Board of Directors.
(2) President-Elect. The President-Elect shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. The President-Elect shall also serve as head of the Long-Range Planning Committee of the Chamber. As such, the President-Elect and the committee will be responsible for determining that the program activities of the Chamber are of such duration as is required, at all times being alert to ensure that the activities of the Chamber are directed toward achieving business and community needs in the area served by the Chamber.
(3) Vice President. The duties of the Vice President shall be such as their title by general usage would indicate, and such as required by law, as well as those that may be assigned by the President and Board of Directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
(4) 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. Checks are to be signed by the Treasurer and the President or, in the absence of either or both, by any two (2) officers. The treasurer shall cause a monthly financial report to be made to the Board. The Treasurer should be a Certified Public Accountant or have a minimum of five (5) years of bookkeeping experience.
(5) Secretary. The Secretary shall be responsible for taking and maintaining the minutes of the meetings of the Board of Directors and the Executive Committee and providing the same upon request to his or her successor or other appropriate representative of the Chamber as designed by Board of Directors.
Section
3:
Executive
Committee
The
Executive
Committee
shall
act
for
and
on
behalf
of
the
Board
of
Directors
when
the
Board
is
not
in
session
but
shall
be
accountable
to
the
board
for
its
actions.
It
shall
be
composed
of
the
President
of
the
board,
Past
President,
President-Elect,
Vice
President,
Treasurer,
and
the
Secretary.
The
President
of
the
Board
will
serve
as
chairperson
of
the
Executive
Committee.
Section
4:
Indemnification
The
Chamber
may,
by
resolution
of
the
Board
of
Directors,
provide
for
indemnification
by
the
Chamber
any
of
its
officers
or
former
officers
as
spelled
out
in
Article
IV,
Section
7
of
these
bylaws.
Article VI
Committees and Divisions
Section
1:
Appointment
and
Authority
The
President,
by
and
with
the
approval
of
the
Board
of
Directors,
shall
appoint
all
committees
and
committee
chairpersons.
The
President
may
appoint
such
ad
hoc
committees
and
their
chairpersons
as
deemed
necessary
to
carry
out
the
program
of
the
Chamber.
Committee
appointments
shall
be
at
the
will
and
pleasure
of
the
President
and
shall
serve
concurrently
with
the
term
of
the
appointing
President
unless
a
different
term
is
approved
by
the
Board
of
Directors.
It
shall
be
the
function
of
committees
to
make
investigations,
conduct
studies
and
hearings,
make
recommendations
to
the
Board
of
Directors,
and
carry
out
such
activities
as
may
be
delegated
to
them
by
the
Board.
Section
2:
Limitation
of
Authority
No
action
by
any
member,
committee,
division,
employee,
director,
or
officer
shall
be
binding
upon,
or
constitute
an
expression
of,
the
policy
of
the
Chamber
until
it
has
been
approved
or
ratified
by
the
Board
of
Directors.
Committees
shall
be
discharged
by
the
President
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.
Section
3:
Testimony
Once
committee
action
has
been
approved
by
the
Board
of
Directors,
it
shall
be
incumbent
upon
the
committee
chairperson
or,
in
their
absence
the
individuals
they
designate
as
being
familiar
enough
with
the
issue
to
give
testimony
or
make
presentations
before
civic
and
governmental
agencies.
Section
4:
Division
The
Board
of
Directors
may
create
such
divisions,
bureaus,
departments,
councils,
or
subsidiary
corporations
it
deems
advisable
to
handle
the
work
of
the
Chamber.
The
Board
shall
authorize
and
define
the
powers
and
duties
of
all
divisions,
bureaus,
departments,
councils,
and
subsidiary
corporations.
The
Board
shall
annually
review
and
approve
all
activities
and
proposed
programs
of
such
divisions,
bureaus,
departments,
councils,
or
subsidiary
corporations
having
bearing
upon
or
expressive
of
the
Chamber
unless
approved
by
the
Board
of
Directors.
Article VII
Finances
Section
1:
Funds
All
money
paid
to
the
Chamber
shall
be
placed
in
a
general
operating
fund.
Unused
funds
from
the
current
year’s
budget
can
be
placed
in
a
reserve
account.
Section
2:
Disbursements
Upon
approval
of
the
budget,
the
President
is
authorized
to
make
disbursements
on
accounts
and
expenses
provided
for
in
the
budget
without
additional
approval
of
the
Board
of
Directors.
Disbursements
shall
be
by
check.
Section
3:
Fiscal
Year
The
fiscal
year
of
the
Chamber
shall
close
on
December
31st.
Section
4:
Budget
By
the
October
board
meeting,
the
Executive
Committee
shall
present
the
budget
for
the
coming
year
and
submit
it
to
the
Board
of
Directors
for
approval.
Section
5:
Financial
Review
The
Board
of
Directors
may
engage
an
independent
certified
public
accounting
firm
to
compile,
review
or
audit
the
annual
financial
statements
of
the
Chamber. The
financial
statements
shall
at
all
times
be
available
to
members
of
the
organization
within
the
offices
of
the
Chamber.
Section
6:
Bonding
The
President
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
for
by
the
Chamber.
Article VII
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
to
be
selected
by
the
Board
of
Directors
as
defined
in
IRS
Section
501(c)(6).
Article IX
Section
1:
Parliamentary
Authority
The
current
edition
of
Robert’s
Rules
of
Order
shall
be
the
final
source
of
authority
on
all
questions
of
parliamentary
procedures
when
such
rules
are
not
consistent
with
the
charter
or
bylaws
of
the
Chamber.
Article X
Amendments
Section
1:
Revisions
These
bylaws
may
be
amended
or
altered
by
a
two-thirds
(2/3)
vote
of
the
Board
of
Directors
or
by
a
majority
of
the
members
at
any
regular
or
special
meetings,
provided
that
notice
for
the
meeting
includes
the
proposals
for
amendments.
Any
proposed
amendments
or
alterations
shall
be
submitted
to
the
Board
or
the
members
in
writing
at
least
ten
(10)
days
in
advance
of
the
meeting
at
which
they
are
to
be
acted
upon.