Lakecity Chamber of Commerce



	The Lake City Chamber of Commerce By-Laws Incorporated June 10, 1941 As amended through October 31, 1984 Amended January 1, 2005 Article I- Purpose 1.1 Purpose. The primary purpose of this organization is to provide a neighborhood business organization dedicated to the development and enhancement of a viable business community oriented toward fulfilling the needs of the greater Lake City community as well as to the improvement of the Community's' social and residential conditions. In addition to its primary purpose, this corporation may undertake any lawful activity which the Chamber, in good faith, believes will in any way contribute to or otherwise enhance the living and working conditions of this community. Article II- Membership 2.1 Eligibility. Any person, association, corporation, non-business member (any person not owning or operating a business or commercial property) or partnership interested in the welfare of the Lake City business community may apply for membership in the Chamber. 2.2 Voting. Any member in good standing shall be entitled to cast one vote at membership meetings. 2.3 Applicants. Every applicant for membership shall sign an application form, provided by the Chamber, stating: the applicantís name, address, phone number, e-mail address and fax telephone number, occupation and general information concerning the business. Applications must be announced at Board of Directors meeting, after which the applicant may become a member if the application for membership is approved by a majority of the Board of Directors. 2.4 Dues and Delinquencies. (a) Dues shall be payable for one year commencing ~~on the date of payment~~ or the date the members application is accepted. Dues are again payable on the 1st day of same month the next calendar year and each year thereafter provided that the Executive Director, with approval of the BOD, may approve a monthly payment arrangement for a new memberís first year of membership other than the one described above. (b) Any member who is delinquent in the payment of any liability to the Chamber for 30 days after receipt of notice of the delinquency ~~by the Executive Director~~ shall be subject to suspension from membership and may not vote on any matter before the Chamber. At expiration of a 90-day period, the memberís status shall be forfeiture of membership. (c) The Board of Directors shall determine the amount of dues payable by members. Article III- Officers 3.1 Positions. The Officers of the Chamber shall consist of the President, President-Elect, 1st Vice-President, Secretary, and Treasurer and Immediate Past President. Each officer shall serve for a period of one year. No officer may serve more than two consecutive terms in the same officersí position. All officers shall serve without compensation. 3.2 Duties of the President. The President shall be the chief executive officer and the official spokesperson for the Chamber. The President will be responsible for the execution of the Chambers programs and agenda and will preside at all meetings of the membership, of the Board of Directors and of the Executive Committee, and shall perform such other duties as the Board may require. The President shall execute such papers as may require his or her signature, and exercise a general supervisory control over the affairs of the Chamber and its employees and or contractors. The President shall appoint the chairperson of all divisions and committees, ~~subject to review and change~~ of the Chamber and shall give notice of the Chairperson appointments to the Board of Directors. By virtue of his or her office, the President shall be an ex-officio member of all committees. 3.3 Duties of the 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 serve as the Chairperson of the Finance Committee. The President- Elect shall serve as an ex-officio member of the Membership Committee. In this capacity the President-Elect shall be responsible for providing the BOD with monthly updates on the current membership to include the gains and losses of members. The President-Elect shall provide assistance to the Membership Committee as requested. The President-Elect shall perform such duties as assigned by the President and/ or the Board of Directors. 3.4 Duties of the 1st Vice-President. The 1st Vice President shall serve as an ex-officio member of the Pioneer Days planning and organizing committee. In this capacity the 1st Vice-President shall provide the BOD with monthly updates on all relevant issues concerning the planning and conduct of Pioneer Days. The 1st Vice-President shall serve as an ex-officio member of the Pioneer Days Committee and shall work closely with the Pioneer Days Committee Chairperson and provide assistance the Committee as requested. The 1st Vice-President shall perform such duties as assigned by the President and or Board of Directors. 3.5 Duties of the Secretary. The Secretary shall prepare the official correspondence of the Chamber. The Secretary shall record the minutes of the BOD meetings each month and publish the minutes of each meeting in a written copy form and post the minutes on the official Chamber of Commerce website after the minutes have been approved by the BOD. 3.6 Duties of the Treasurer. With the assistance of staff, the Treasurer shall review the receipts and disbursements of the Chamber for compliance with the budget and shall make a written monthly report to the Board. The Treasurer shall present a draft operating budget to the BOD not later than the November meeting of the BOD each year. The final operating budget of the BOD shall be presented to the BOD at the meeting of the BOD in December of each year. 3.5 Duties of the Immediate Past President. The Immediate Past President shall serve on the Executive Committee and as Chair of the Nominating Committee. The Immediate Past President shall perform such duties as assigned by the President. Article IV- Board of Directors 4.1 Composition. The Board of Directors (hereafter referred to as the Board), shall be comprised of no more than ~~sixteen (16) elected~~ seventeen (17) members. There shall be six (6) Officer-Directors as set forth in Article III, Section 3.1 and eleven (11) other Directors. All Directors shall be members of the Chamber and not more than one (1) of the eleven (11) Directors may be a person that is a non-business individual. ~~may be elected to the Board of Directors.~~ Officers and Directors shall be elected each year. Elected Directors shall serve for terms of three (3) years in overlapping terms. Elected Officers of the Chamber shall be elected from the list of qualified Directors and shall be four (4) in number per elected term plus the President and Immediate Past President except in the elections held in 2007 when the President shall be elected by a vote of the membership. All Officers and Directors shall serve without compensation. The Board may, from time to time, prescribe the qualifications required of a Director to serve as a member of the Board and as an Officer of the Chamber. 4.2 Duties and Policies. The governance and policy making responsibility of the Chamber shall be vested in the Board, who shall control its property, be responsible for its finances, establish and supervise its programs, and direct its affairs. 4.3 Resignations and Vacancies. All Officers and Directors shall serve for the terms for which they are elected and until their respective successors are elected and assumed the activities of the office. Resignations of Officers and Directors shall be accepted; the President shall appoint members to fill all vacancies for the un-expired terms, or newly established positions. 4.4 Terms of Office. The term of office shall coincide with the Chamber's fiscal year (January 1 to December 31). No member of the Board shall ordinarily serve in this capacity for more than two (2) consecutive terms (6 years), with at least one year absence after consecutive terms before re-election onto the Board. If such member was originally appointed to fill an un-expired term that un-expired term is in addition to the above mentioned two (2) term limits. The Board shall determine when an exception to the term limits should be made because of the Chamber's need for a special expertise or for purposes of continuity. The continued service of any Director beyond the consecutive two (2) term rule set out in this Section must be approved by a majority vote of the Board. ~~The Board must also approve any such exception(s).~~ 4.5 Meeting. The Board of Directors shall meet once a month, or more often upon the call of the President or upon the request of ~~three (3)~~ nine (9) members of the Board. The Board reserves the right to move into Executive Session during any meeting where Chamber members are present. Article V- Committees 5.1 Standing Committees. The Standing Committees of the BOD shall consist of the Executive Committee, the Finance Committee and the Business Improvement Area Committee. At its first meeting in each year, the President shall appoint and announce the members of the Standing Committees for the year. These committeeís appointees shall be subject to approval of the Board and shall report to the Board as necessary. 5.2 Committee Chairpersons. Either the Chairperson or a member of each committee shall be a member of the Board of Directors. The President shall be an ex-officio member of each standing committee. ~~except the Finance Committee.~~ 5.3 Special Committees. From time to time other committees and sub-committees may be appointed by the President, or selected in a manner chosen by the Board to create the committee, and in the latter case, it shall be specified whether the committee shall report to the Board, to an officer, or to the Chamber Membership. Special committees shall serve until their work is accomplished or until they are discharged. In no case shall a special committee continue past the end of the term of the appointing President unless the Board or Executive Committee approves that it continue. 5.4 Committee Meetings. Meetings shall be called by the Chairpersons or by a majority of the members of the Committee. 5.5 Reports Written. All committee reports shall be in writing when a report is requested by the President. 5.6 Finance Committee. The Finance Committee shall consist of the President, Treasurer, and three (3) other members of the Board selected by the President., ~~any four (4) of whom may determine committee action.~~ The President-Elect shall act as the Chairperson of the Finance Committee. The Finance Committee shall ~~and will~~ be responsible for: (a)Preparation of the annual operating budget of the Chamber for the submission and approval by the Board. (b) Determining whether expenditures are within the budget and direct attention of the Board to expenditures or commitments that are not within the approved budget. (c) Secure from the Treasurer adequate financial statements and income statements. (d) Collection of accounts and referral of all delinquent accounts to the Membership Committee, whose duty it will be to contact delinquent members and attempt to have the delinquent account restored to a satisfactory condition. (e) Approve unexpected expenditures between board meetings if necessary. 5.7 Executive Committee. The Executive Committee shall consist of the President, President-Elect, 1st Vice-President, Secretary, Treasurer, and Immediate Past President. The Executive Director of the Chamber shall provide support and assistance as requested by the President to the Executive Committee. The Executive Committee shall meet at call of the President, or in the absence of the President, then by the President-Elect. The Executive Committee shall act for and on the behalf of the Board when the Board is not in session, but shall be responsible to the Board for its actions. Any action(s) taken by the Executive Committee may be subject to review by the BOD at the next regularly scheduled BOD meeting. Article VI- Meetings 6.1 Regular Meetings. There shall be a monthly Chamber ~~membership~~ meeting(s) (general meetings) open to members and the public. An annual membership meeting shall be held within the first quarter of each year, to conduct a regular business meeting for the purpose of action, to induct new Officers and Directors, award any service awards and any other needed activities awards, as may be determined by the Board. At the annual membership meeting of the Chamber twenty (20) members shall constitute a quorum. 6.2 Special Meetings. Special meetings of the general membership of the Chamber may be called at the request of a two-thirds vote of the Board of Directors or one-fifth (1/5) of the general membership in good standing. The members shall be notified in writing or electronic means by the Executive Director of the time and place of such meeting, and the purpose for which the meeting has been requested. At any special meeting of the Chamber, twenty (20) members shall constitute a quorum. 6.3 Board Meetings. The Board shall meet shall meet at least once a month or upon the call of the President or upon the written request of two-thirds of the members of the Board. The meetings of the Board shall be open to the membership for expression of opinions. A quorum of the Board shall consist of one more than half of the current membership of the Board. 6.4 Notice. Notice to the Board, membership or other meetings may be communicated by newsletter, mail, e-mail, fax or other commonly accepted means of electronic communication. 6.8 Non-Attendance of Board Members. Attendance and involvement in Board activities is critical to the success of the organization. If Board members are unable to attend a board meeting, they shall e-mail the chamber or telephone the Chamber or otherwise communicate and advise the Chamber of their inability to attend a Board meeting. Whenever any Board member or officer is absent from three (3) consecutive Board meetings without such notice, that member shall be contacted by the President, ~~President-Elect, 1st Vice-President or Executive Director,~~ or the Presidentís designee, who shall investigate the reasons for the absences of the Director and report the reason(s) for the absences to the Board. If the reason is satisfactory to the Board, the absence shall be excused; otherwise, the absences shall be accepted by the Board as a resignation. Article VII- Elections 7.1 Annual Elections. The annual election of the Chamber shall be held on such a date as determined by the Board of Directors during the month of November of each year. 7.2 Nominating Committee. The President, with the approval of the Board, shall appoint a Nominating Committee during the month of September, consisting of five (5) members. Two (2) of the five members shall be Past Presidents of the Chamber. This Nominating Committee shall nominate one (1) or more candidates for ~~President~~, President-Elect, 1st Vice-President, Secretary, and Treasurer, and shall nominate not less then one (1) or more candidates for each vacancy on the Board of Directors. The Nominating Committee shall announce their recommended nominations at the Board of Directors meeting in October. The Immediate Past President shall chair the Nominating Committee. If she/ he cannot serve as chair then the next immediate past president or President-Elect, as determined by the President, shall chair the committee. 7.3 Independent Nominations. Any member in good standing may make nominations for any office from the floor at the regular scheduled general meeting in November at which the Nominating Committee shall have been present. No person shall be eligible for office unless nominated in accordance with provisions 7.2, 7.3 and 7.4 of this article. 7.4 Consent of Nominees. Before nomination, the acceptance of each nominee for office shall be obtained by the Nominating Committee or by an individual making a nomination from the floor. 7.5 Balloting. The Nominating Committee shall mail a ballot or send an e-mail ballot or deliver a ballot by another reasonable form of electronic delivery, to all members in good standing as certified by the Executive Director. The ballot shall set forth all nominations to all members in good standing no later then three (3) business days following the close of nominations at the November general meeting. All ballots must be post-marked or e-mail dated and returned to the Chamber offices by the specified date, to be eligible for counting. The person designated to vote on behalf of the person or organization-holding membership in the Chamber must sign the ballot. 7.6 Judging of Elections. The President shall appoint an Election Committee of three (3) persons to tally the votes and announce the results. (a) The Election Committee shall decide ties by lot. Article VIII- Finance and Bookkeeping 8.1 Debt. The Board may not incur a debt beyond the amount of unappropriated moneys in the treasury, without a super majority vote of the Board. 8.2 Records. The Executive Director shall keep the records of the Chamber under classified headings the amounts received and expended in any amount or year. 8.3 Precedence of Claims. In the payment of claims against this corporation, the order of honoring shall be first, wages; second, rent; third, all other claims, age of claims to establish precedence unless otherwise approved by the Board. 8.4 Fiscal Year. The fiscal year shall be from January 1 to December 31. Article IX- Miscellaneous 9.1 Duties of the Executive Director(ED). The Chamber may from time to time employ an Executive Director to carry on the operation of the Chamber and supervise its activities subject to the direction of the President and the Board of Directors. The Executive Director shall maintain the records of all minutes, other records and all official correspondence with the Chamber and the Board. The Executive Director shall collect all monies and deposit them as directed by the Treasurer and the Board. The ED is an ex-official member of the Board and all committees and divisions of the Chamber. The ED shall be responsible for the employment of staff personnel and staff management as approved by the BOD. 9.2 Endorsement by the Chamber. The name of the Chamber shall not be committed to the endorsement of any private or public enterprises without a vote of the Chamber. Under no circumstances may the support of the Chamber be extended to any candidate for public office. 9.3 Conduct of Meetings. In the absence of any conflicting provisions in this document, all meetings of the Chamber, Board, or Committees shall conduct their proceedings according to ìRobertís Rules of Orderî. 9.4 Amendments. These By-laws may be amended by a vote of the membership at the annual meeting of the Chamber, at a meeting called by the Board of Directors, with 30 days notice to the membership, for the purpose of amending the bylaws, or at a special meeting of the membership called for by a two-thirds affirmative vote of the BOD for the expressed purpose of amending the By-laws of the Chamber at a special meeting of the membership. The date of the annual meeting or a meeting called by the Board of Directors, with 30 days notice to amend the bylaws, may be sent by either a written notice, electronic notice or both. The Executive Director shall mail a written notice or send by electronic means a notice of the special meeting and the proposed amendment(s) to every member of the Chamber at least ten (10) business days before the special meeting at which proposed action(s) is/are to be taken. 9.5 Dissolution. The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of the 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 by the Internal Revenue Service Code Section 501(c) 3 and or 501(c) 6. Click To Vote Now! You must cast your vote either for or against the proposed changes by 2pm on November 19, 2007. You can cast your vote by email by clicking chamber@lakecitychamber.org and telling the Executive Director your vote is YES or NO. The votes will be recorded and the membership will be notified if the Bylaws are ratified or not ratified. If you prefer to cast a vote on a written ballot you may do so by stopping by the Chamber office between 10am and 2pm M-Th and a paper ballot will be available for you to use to cast your vote. You might want to call the Chamber Office before you come by to make sure someone is in the Office to receipt of your ballot.