BYLAWS OF THE
FLOYD COUNTY CHAMBER OF COMMERCE
Updated 2008, accepted by Board & Membership, to take effect October 8, 2008
This organization is incorporated under the laws of the Commonwealth of Virginia and shall be known as the Floyd County Chamber of Commerce, Incorporated, herein referred to as the Chamber.
This Chamber is organized for advancing the economic, industrial, agricultural, professional, cultural, civic and tourism interests in the County of Floyd.
Our primary objective is to encourage the growth of existing industries and businesses while giving all proper assistance to new firms or individuals seeking information or locating in our area.
To support all those activities believed to be beneficial to the area, to oppose those which might be detrimental, and in general, to promote the welfare of all citizens. The Chamber shall be
non-profit, non-partisan, non-sectarian, and non-political.
Section 1. Classification:
The Chamber shall consist of three (3) classes of members: (1) Individual; (2) Business:(3) Professional; (4) Civic; (5) Government; (6) Farm Operations; and (7) Honorary.
(a) Individual members shall be any person, age 18 or older, who resides or is employed within the Floyd county geographic area, and who supports the purpose of the Chamber stated in Article II.
(b) Business, Professional, Civic, Government and Farm Operation members shall be any professional persons, corporations, firms, partnerships, associations, cooperatives, or any other professional, commercial, agricultural, or industrial enterprises located in or doing business in the Floyd County geographic area, and who support the purpose of the Chamber stated in Article II.
(c) Honorary members shall be those individuals, corporations, partnerships, associates, cooperatives, firms, businesses, or similar organizations or enterprises, who by reason of significant contributions or service to the Chamber or to the Floyd County geographic area or to its citizens, merit special recognition.
Section 2. Eligibility:
(a) Membership in the Individual and Business and Professional classes shall be by meeting the qualifications previously set forth and by application to the Board of Directors and by the payment of such dues as are from time to time determined by the Board
(b) Honorary memberships shall be conferred under such terms and conditions as are determined by the Board of Directors on an individual basis.
Section 3. Application:
Applications for membership shall be in writing on forms provided for that purpose, and signed by the applicant Any applicant shall become a member upon payment of the regularly scheduled dues as provided in Section 2 of Article Ill and upon acceptance by a two-thirds vote of the Board.
Section 4. Voting:
(a) Individual, Business, Professional, Civic, Government and Farm Operation classes of members shall have the right to vote in person or by proxy on amendments to the Articles of Incorporation, and to elect the Board of Directors. Cumulative voting shall not be allowed. If any person or entity shall have multiple memberships, the person or entity shall have one vote, and shall not vote each separate membership.
(b) Honorary members shall pay no dues, hold no office in the Chamber, nor shall they be entitled to vote in any of the affairs of the Chamber.
Section 5. Termination:
(a) Any member may resign from the Chamber upon written request to the Board of Directors.
(b) Any member may be expelled by the board of Directors by a two-thirds vote for non-payment of investment dues after receiving the Treasurer's Notice of Delinquency , unless otherwise extended for good cause.
(c) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member against whom a complaint has been made.
(d) Any former member whose membership has been previously terminated may reapply for membership at the discretion of the Board of Directors, and upon such terms and conditions, as the Board deems advisable.
(e) Any member whose membership is terminated for other than non-payment of dues shall forfeit any interest he may have in funds previously paid into the Chamber or in any interests he may have in property belonging to the Chamber.
Section 1. Dues:
The membership dues for each classification shall be reviewed by the Board of Directors annually. All dues shall be payable on the anniversary date of the previous year's payment, after which they shall be declared delinquent.
Section 2. Classification of Members:
The Board of Directors shall determine whether an applicant comes within the individual classification or within the business or professional classification and the determination of the Board shall be final.
Section 3. Delinquent Dues:
If any member shall fail to pay his dues, two monthly notices of the delinquency shall be given him by the Treasurer or his/her designate. If at the end of thirty (30) ten (10) days following such notices the dues remain unpaid, the Treasurer or his/her designate shall report same to the Board of Directors who may drop the delinquent member from the membership roll, or take any other action they may deem proper. Members delinquent in the payment of dues shall not be entitled to vote at any meeting of the Chamber.
The fiscal year of the Chamber shall end December 31st of each year.
Section 1. Annual Meeting:
The annual meeting of the members shall be held at a time and date to be determined by the Board of Directors each year.
Section 2. Special Meetings:
Special meetings of the members may be called whenever the Directors deem it advisable. Special meetings of the members shall be called upon the written request of the President, three (3) Directors, or ten (10) members in good standing (current on dues).
Section 3. Notice:
Notice of the time, place, and purpose of regular and special membership meetings shall be given to each member in person or by mailing at least ten (10) days in advance of such meeting. Whenever possible, such meeting, regular and special, shall be publicized in the local press, but this requirement shall not be a prerequisite to a legal and valid meeting.
Section 4. Business Transacted:
At all special meetings of the members only such business as the meeting was called to consider shall be acted upon.
Section 5. Quorum:
A quorum at any regular or special membership meeting shall consist of ten (10) percent of the members in good standing, present in person or by proxy at such meeting.
Section 6. Chairman:
The President of the Chamber of Commerce, or in his/her absence or inability to act, the First or Second Vice President in that order shall preside at every membership meeting. In the absence
or inability to act of both the President and Vice Presidents, the members present at such meeting
shall elect one of their members to preside over the meeting.
BOARD OF DIRECTORS
Section I. Responsibility:
The Board of Directors shall manage the affairs of the Chamber.
Section 2. Composition:
The Board of Directors shall be composed of not less than five nor more than twenty (20) Directors, serving a term of three years , using a rotational system with 1/3 of the number of directors being elected each year .If more than 1/3 of the directors are elected in anyone year, the group shall draw lots to assign staggered terms.
Section 3. Meetings:
Regular meetings of the Board shall be held monthly. Special Board meetings may be called upon the request of the President or three Directors of the Board.
Section 4. Quorum:
A quorum at any regular or special Board meeting shall consist of five (5) Directors in person at such meeting. Any act of a majority of the Directors present at such meeting in which a quorum is present shall be the action of the Board.
Section 5. Selection and Election of Directors:
(a) Directors' Nominating Committee: At the regular September Board meeting the President shall appoint a Directors' Nominating Committee of three (3) members of the Chamber, at least one being a Director.
At the October Board meeting, the Directors' Nominating Committee shall present to the President a slate of candidates to be approved by a majority of the Board. These candidates shall serve three (3) year terms, to replace the Directors whose regular terms are expiring. Each candidate shall be an active member in good standing and shall have agreed to accept the responsibility of a directorship.
(b) Publicity of Nomination: During the week following receipt of the report of the Directors' Nominating Committee, the President or his/her designate shall immediately notify the membership by mail or community newspaper of the names of persons nominated as candidates for Directors and the right of petition as follows.
( c ) Nominations by Petition: Additional names for candidates for Directors may be nominated by petition bearing the genuine signatures of at least ten (10) qualified members in good standing of the Chamber. Such petition shall be filed with the Directors' Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Directors' Nominating Committee as to the legality of the petition(s) shall be final.
( d) Election by Acclamation: If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of all the candidates shall be declared elected by the Board of Directors at their regular November Board meeting.
( e) Petition: If a legal petition shall present additional candidates, the names of all candidates shall be arranged a ballot in alphabetical order. Instructions shall be to vote for these candidates only. The President or his/her designate shall mail this ballot to all active members at least ten (10) days before the regular November 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 of when ballots were postmarked. Qualified, unopened ballots shall be brought to the regular December Board of Directors meeting, at which time they shall be opened before all present and tallied by the Secretary or his/her designate. The Board of Directors shall at this meeting declare the candidates with the greatest number of votes elected.
Section 6. Seating of New Directors:
All newly elected Board members shall be invited to attend the regular December Board meeting and shall take office at the regular January meeting. Retiring Directors shall continue to serve through December 31st.
Section 7. Vacancies:
A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors may be dropped from membership on the Board unless confined by illness or other absences approved by the majority vote of those voting at any meeting thereof.
Vacancies on the Board of Directors, or among the officers, shall be refilled by the Board of Directors by a majority vote tor a candidate who has agreed to take over an existing term and/or office, and who understands that he/she shall stand for formal election by the membership and/or the Board at the expiration of the term/office undertaken.
Section 8. Policy:
The Board of Directors shall be responsible for establishing procedures and formulating and adopting all policies of the organization. These policies shall be maintained in a policy manual to be reviewed periodically and revised as necessary.
Section 9. Executive Director and Other Employees:
(a) The Board may retain the services of an Executive Director, determine his/her duties, responsibilities, and training, and compensate for his/her expenses as approved by the Board of Directors. The Executive Director, as well as any other employee of the Chamber, serves at the pleasure of the Board of Directors. His/her/their duties may be terminated at any time for any reason deemed applicable by the Board, through a majority vote of the Board.
(b) The Executive Director shall serve as advisor to the President and in this capacity, is required to meet with or contact the President at most weekly, and at least monthly, at a time and on a schedule convenient to both. He/she shall be charged with the supervision and management of the office and business affairs of the Chamber as directed by the President and approved by the Board of Directors.
(c) The Executive Director shall be a non- voting member of the Board of Directors, Executive Committee and all committees.
(d) With assistance of the President, the Executive Director shall be responsible for administration of the program of work in accordance with the policies and regulations of the Board of Directors.
(e) The Executive Director shall be responsible for directing and supervising all employees and shall make recommendations to the Board with regards to the hiring and discharging of all employees. The Executive Director, however, shall not be empowered to hire or discharge employees of the Chamber, as that responsibility remains with the Board itself.
(f) The Budget & Finance Committee, together with the Executive Director shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to approval of the Board of Directors. The Treasurer, Executive Director, and their assistants and/or employees shall be responsible for maintaining a balanced budget throughout the calendar year.
(g) The Executive Director or other employee shall meet monthly with the Treasurer to hand over membership investments, bills, an accounting of the petty cash fund, and all other items to be handled by the Treasurer.
Section 1. Officers:
The officers of the Chamber shall be a President, a First Vice President, Second Vice President, Secretary and Treasurer, to be elected as hereafter set out. This shall constitute the Executive Committee, including the Executive Director as an ex officio member.
Section 2. Term:
The term of office of each officer of the Chamber shall be for one year or until his/her successor has been duly elected and qualified. Each officer may succeed himself or herself for one additional one-year term.
Section 3. Election:
At any regular Board Meeting before the October Board Meeting, the President shall appoint an Officers' Nominating Committee of three (3) members of the Chamber plus the Chairman of the Committee.
At the October Board Meeting, the Officers' Nominating Committee shall present to the President a slate of candidates to serve one (I) year terms to replace the officers. Each candidate shall be a member of the Board of Directors and shall have agreed to accept the responsibility of an officer. The election of all officers shall be by the Board of Directors.
Section 4. Duties:
(a) President: The President shall be the principal Executive Officer of the Chamber and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the Chamber. He/she shall, when present, preside at all meetings of the Board of Directors. He/she may sign, with the Secretary or any other proper officer of the Association thereunto authorized by the Directors, deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly designated by the Directors or by these by-laws to some other officer or agent of the Chamber or shall be required by law to be authorized, signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors from time to time. He/she shall, with the counsel and advice of the Vice Presidents and the Executive Director, determine the need for ad hoc committees and select all committee chairpersons.
(b) Vice Presidents: Each Vice President shall be responsible for conferring with the President and Executive Director on ways and means by which full committee production may be motivated and achieved within the areas of responsibility. Each shall confer with the President, Executive Director, and other officers with reference to coordinating programs, committee appointments, and financial needs. Each shall serve as the vehicle through which recommendations for proposed policy shall be presented to the Board of Directors for decision.
(c) Secretary: The Secretary shall have custody of the Corporate seal, shall see that notices of all meetings are issued appropriately, and shall review and approve the minutes thereof. The Secretary or his/her designate shall keep proper records of the contracts, deeds, records, publications, and property belonging to the Chamber, including the Articles of the Corporation, Charter, By-laws, and Amendments thereto. The Secretary shall sign or countersign or attest to any instruments that so require his/her signature. He/she shall make such reports as the Board of Directors may require. The duties of the Secretary may be discharged by employees of the Chamber acting under the guidance, direction and supervision of the President and/or the Executive Director.
(d) 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 the manner approved by the Board of Directors. Checks shall be signed by any two (2) of the following: the Treasurer, the President, or any other designated Board member, or the Executive Director. The Treasurer shall make written reports monthly to the Board of Directors, itemizing receipts and disbursements and copy of such shall be furnished to each Director.
Section 5. Executive Committee:
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, to deal with unexpected situations, but shall be accountable to the Board for its actions. This committee shall report its actions to the full Board at the next regular Board of Directors Meeting. It shall be composed of the President, Vice Presidents, Treasurer, Secretary, and Executive Director. The President shall serve as the head of the Executive Committee. The Executive Committee shall prepare the Program of Work to be presented at the February meeting.
Section 1. Contractual Obligations:
The Chamber or the Board of Directors shall have the power to sue and be sued; hold, sell, lease, or mortgage real estate, to incur debts, to-borrow money, giving notes of the Chamber signed by one or more officials duly authorized by the Board of Directors for that purpose, and may enter into contracts of any kind furthering the purposes of the floyd County Chamber of Commerce; however, the Board of Directors shall not incur obligations to exceed the total amount of dues, investments, and/or pledges on hand, due and to become due within one year.
Section 2. Disbursements:
No disbursements of the funds of the Chamber of Commerce shall be made unless the same shall have been provided for in the approved budget or by special action of the Board of Directors. All disbursements shall be made by check and/or petty cash. Checks shall be signed as designated in Article VII, under Treasurer.
Section 3. Petty Cash:
If deemed necessary by the Board, a reasonable amount of cash money, as determined by the Board of Directors, shall .00 held at the Chamber's permanent location in the form of a petty cash reserve. These funds shall be administered by the Executive Director or any employee of the Chamber, with a periodic accounting to the Treasurer, and shall be used for small day-to-day expenses associated with running the office, and for selling tourist items or promotional goods.
Section 4. Budget:
A budget of estimated income and expenditures for the next calendar year shall be presented by the Budget and Finance Committee at the October meeting of the Board of Directors and shall be approved at the December meeting.
Section 5. Audit/Review:
Accounts of the Chamber shall be reviewed annually before year end by three (3) members appointed by the President, one of whom shall be knowledgeable in accounting procedures and who may be, but does not have to be, the Treasurer. Should it be deemed necessary the President shall employ the services of a Certified Public Accountant to audit the accounts. The audit report shall be available to all members of the Chamber upon request.
Section 6. Records:
All records of the Chamber shall be kept at its permanent business location at such place as the Board of Directors shall designate.
Section I. Appointment and Authority:
The President shall appoint all committees and committee appointments shall not exceed the term of the appointing President All standing committees shall consist of three members, at least one being a Director. Ad Hoc committees shall be created and appointed as deemed necessary by the President and his/her advisers, and shall be made up of any number of interested individuals from the membership. The President may be, but does not have to be, an ex-officio member of all committees.
It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board. The Chair of each committee shall be responsible for reporting the activities and recommendations of each committee to the full Board.
Section 2. Limitation:
No action by any member, committee, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it shall be 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 committee.
Section 3. Committee Expenditures:
The Board of Directors shall approve all committee expenditures deemed necessary for the proper conduct of the Chamber's business.
Section 4. Permanent Committees:
The following permanent standing committees shall be appointed each year: Membership; Marketing; Community Development; Finance; and Events. The tasks for each committee are as follows:
- Volunteer recruitment and support
- Support the Ad Hoc Nominating Committees for Directors as set forth in Article VI, Section 5; and Directors as set forth in Article VII, Section 3.
- Membership Services and Benefits
- Tourism Brochure
- Merchandise (retail items)
- Main Street Program support
- Scholarships (for local high school students)
- Legislative Affairs
- Regional Chamber collaborations
- Economic/Industrial Development
- Town and County committee representation
- Fiscal Policies and Procedures
- Dickens of A Night
- Annual Membership Dinner
Additional event development and oversight as determined by the board of directors
“Section 1. Ratifying Amendments:
“These By-laws may be amended by a two-thirds vote of the Board of Directors or a majority vote of the members at any regular meeting or special meeting called for that purpose.”
Section 2. Meeting Notification:
Notice of the time and place of the Board meeting at which such amendments are to be considered shall be sent to each member at his last known address. This notice shall be sent at least ten days in advance of the meeting at which the amendments may be acted upon.
Article XI, Enactment
These By-laws shall be effective immediately following their adoption at a regular meeting or special called meeting of the Chamber.
PARLIAMENTARY PROCEDURES AND SEAL
The Chamber shall be governed by and conducted according to the latest rules of Robert's
Rules of Order as revised.