BYLAWS OF THE
FLOYD COUNTY CHAMBER OF COMMERCE
Amended by a vote of the Board of Directors on April 26, 2021 to take effect July 1, 2021
Article I – Name
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.
Article II – Purpose
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 appropriate 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.
Article III – Membership
Section 1. Classification:
The Chamber shall consist of four (4 ) classes of members: (1) Business/professional; (2) Nonprofit organizations; (3) Individual; and (4) Honorary.
(a) Business/Professional members shall be any professionals, 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.
(b) Nonprofit members shall be any organizations operating under a federally recognized, non-profit status located in or doing business in the Floyd County geographic area, and who support the purpose of the Chamber stated in Article II.
(c) 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.
(d) Honorary members shall be those individuals, corporations, partnerships, associates, cooperatives, firms, businesses, or similar organizations or enterprises who merit special recognition by reason of significant contributions or service to the Chamber or to the Floyd County geographic area or to its citizens.
Section 2. Eligibility:
(a) Membership in business/professional, nonprofit organizations, and individual classes shall be achieved by meeting the qualifications previously set forth, by application to the Board of Directors, and by the payment of dues.
(b) Honorary memberships shall be conferred on an annual basis 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 submitted in writing or electronically 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 present at regularly scheduled board meeting or by 2/3 of the full board if voting by email. Email votes shall be confirmed by board at the next called meeting.
Section 4. Voting:
(a) Business/professional, non-profit and individual classes of members shall have the right to vote in person 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) A member may resign from the Chamber upon written notification to the chamber.
(b) A membership may be terminated by the board of Directors by a two-thirds vote for non-payment of dues after a Treasurer’s Notice of Delinquency is received, unless otherwise extended for good cause.
(c) A membership may be terminated by a two-thirds vote of the Board of Directors present at a regularly scheduled meeting 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 formal complaint has been made and considered by the executive committee. If a chamber member business has ceased operations permanently, that membership shall cease automatically unless credit for dues paid for current membership year is transferred to an individual membership for former owner(s) upon request.
(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 was terminated for reason(s) other than non-payment of dues shall forfeit any interest the member may have in funds previously paid into the Chamber or in any interests the member may have in property belonging to the Chamber.
Artivle IV – Dues
Section 1. Dues:
The membership dues for each class shall be reviewed and set by the Board of Directors annually. All dues shall be payable for the upcoming fiscal year – no later than July 1, after which they shall be declared delinquent.
For new member dues, the prorating of payment shall be as follows: Members applying from July 1 through December 31 shall pay a full year’s dues and those members applying from January1 through June 30 shall pay a half year’s dues.
Section 2. Classification of Members:
The Board of Directors shall determine whether an applicant comes within the business/ professional, nonprofit organizations, individual or honorary membership classes and the determination of the Board shall be final.
Section 3. Delinquent Dues:
If any member shall fail to pay dues, two monthly notices of the delinquency shall be given to the member by the Treasurer or his or her designate. Invoices will be sent out to all members no later than June 30th, with the dues payable by July 31st. The Treasurer or his or her designate shall report to the Board of Directors members who have not paid their dues by the August Board meeting. Members delinquent in the payment of dues shall not be entitled to vote at any meeting of the Chamber.
Article V – Membership Meetings
Section 1. Annual Meeting:
The Annual Meeting of the membership shall be held at a time and date to be determined by the Board of Director in place of the regular board meeting during that month. The agenda shall be set by the Executive Committee and may consider business requested by any member in good standing upon ten days written notice to any director.
Section 2. Special Meetings:
Special meetings of the membership may be called whenever the Directors deem it necessary and shall be called by written request of the Board Chairperson, three (3) Directors or ten (10) members in good standing (current on dues). At all special meetings of the membership, only business for which the meeting was called shall be acted upon.
Section 3. Monthly Meetings:
All members of the Chamber shall be invited to attend the monthly Board Meetings.
Section 4. Notification:
Notice of the time, place, and purpose of regular and special membership meetings shall be given to each member at least ten (10) days but no more than 60 days in advance of such meeting. Whenever possible, such meetings, regular and special, shall be publicized in the local press and on the chamber’s website, but this requirement shall not be a prerequisite to a legal and valid meeting. Notice of a membership meeting to act on an amendment of the article s of incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to Virginia Code § 13.1-900, or the dissolution of the corporation shall be given to members entitled to vote not less than 25 nor more than 60 days before the meeting date
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 at such meeting.
Section 6. Chairperson:
The Officers in order of succession shall preside at every membership meeting. In the absence or inability to act of any officers, the members present at such meeting shall elect one of their members to preside over the meeting.
Article VI – Board of Directors
Section 1. Responsibility:
The Board of Directors shall manage the affairs of the Chamber as defined in Article II.
Section 2. Composition:
- The Board of Directors shall be composed of not less than five nor more than twenty (20) elected 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.
- The Board, by majority vote of its members, may invite public organizations to select individuals to serve on the Board as non-voting ex-officio members. The term shall be for one year. Examples of such public organizations include: The Town of Floyd, County of Floyd, Floyd County Public Schools, and the Floyd County Sheriff’s Office.
Section 3. Meetings:
Regular meetings of the Board shall be held monthly as determined by the Board. Notice of regular monthly meetings shall be provided at least 10 days in advance. Special Board meetings may be called upon the request of the Board Chairperson or three Directors of the Board with minimum of three days’ notice.
Section 4. Quorum:
A quorum at any regular Board meeting shall consist of 50% (fifty percent) of the Directors. 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. If a quorum is established at the start of a meeting, the quorum shall be maintained for approval of board action provided that the number of votes in favor is equal to or greater than the number of votes required for a “50% quorum” approval.
A quorum at a special Board meeting dealing with a time-sensitive issue shall consist of 50% (fifty percent) of the Directors. Board members may vote in person, electronically or by phone. 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 unless otherwise set forth in these bylaws. The Executive Director, upon request by the Board Chairperson, may request a vote by email and report back to the Board Chairperson with the results once a quorum has responded. Such email vote shall be recorded in minutes and confirmed by board vote at the next scheduled board meeting.
Section 5. Selection and Election of Directors:
- Directors’ Nominating Committee: Two months prior to the annual membership meeting, the Board Chairperson shall appoint a Directors’ Nominating Committee of three (3) members of the Chamber, at least one being a Director.
The Directors’ Nominating Committee shall present to the Board Chairperson a slate of candidates to be approved by a majority of the Board prior to the annual membership meeting. These candidates shall serve three (3) year terms. 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 Board Chairperson or his or her designate shall immediately notify the membership by mail, email or community newspaper not later than fifteen (15) days prior to the annual membership meeting 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: The proposed slate of nominees, including those nominated by petition, shall be presented to the membership for election at the annual membership meeting. If unable to attend the annual membership meeting, any member in good standing may vote by email or by proxy via any member of the Board.
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. Attendance and Participation Expectations:
- Absences may be excused by a majority vote by the Board. Board Members should notify the Chamber Office if they are not able to attend the Board Meeting. A member of the Board of Directors absent from three (3) consecutive regular meetings of the Board of Directors may be removed from the Board by a Board vote. All board members are expected to actively serve on at least one board committee and make every effort to attend chamber events.
- Board members who are appointed or elected to represent the Chamber on external governing or advisory bodies, shall be replaced if the board member misses more than three meetings in one year.
Section 8. Vacancies:
Vacancies on the Board of Directors, or among the officers, shall be refilled by the Board of Directors by a majority vote for a candidate who has agreed to take over an existing term and/or office, and who understands that the member shall stand for formal election by the membership at the next annual membership meeting.
Section 9. 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 10. Executive Director:
The Board may retain the services of an Executive Director (herein includes paid staff) to serve as the principal Executive Officer of the Chamber and manage the day-to-day affairs of the Chamber and to execute directives given by the board. The board shall determine the Executive Director’s duties, responsibilities, and compensation as approved by the Board of Directors. The Executive Director of the Chamber serves at the pleasure of the Board of Directors.
Article VII – Officers
Section 1. Officers:
The officers of the Chamber shall be a Board Chairperson, a First Vice Board Chairperson, Second Vice Board Chairperson, Secretary, and Treasurer, to be elected as hereafter set out. The Executive Director shall be a non-voting, non-board officer. The officers shall constitute the executive committee.
Section 2. Term:
The term of office of each officer of the Chamber shall be for one year or until his or her successor has been duly elected and qualified. Each officer may succeed himself or herself for one additional one-year term. Exceptions may be made to the consecutive term limitation by the board, particularly the treasurer, with a 2/3 ballot vote by the full board in favor of the exception. This exception, if needed, shall be approved before each annual election of officers by the board.
Section 3. Election:
At any regular Board Meeting before the October Board Meeting, the Board Chairperson 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 Board Chairperson a slate of candidates to serve one (1) 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:
- Board Chairperson: The Board Chairperson shall, when present, preside at all meetings of the Board of Directors. The Board Chairperson may sign, with the Secretary or any other proper officer of the Chamber authorized by the Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Directors have authorized to be executed. Exceptions shall include 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. The Board Chairperson shall perform all duties incident to the office of Board Chairperson and other duties as may be prescribed by the Directors. The Board Chairperson will determine the need for ad hoc committees and select all committee chairpersons. In the absence of an Executive Director or board-designated acting Executive Director, the Board Chairperson shall be the principal Executive Officer of the Chamber and subject to the control of the Directors.
- Vice Board Chairpersons: In the absence or disability of the Board Chairperson, or upon request of the Board Chairperson, the First Vice Board Chairperson shall perform the duties of the Board Chairperson, and if the First Vice Board Chairperson is unavailable, the Second Vice Board Chairperson shall perform such duties. When so acting, the Vice Board Chairperson shall have all the powers and be subject to all the restrictions upon the Board Chairperson. The Vice Board Chairpersons shall also perform other duties as may be assigned by the Board. The First Vice Board Chairperson is to be considered the successor in waiting for the office of Board Chairperson when nominated and elected.
(c) Secretary: The Secretary shall see that notices of all meetings are issued appropriately and shall review and approve the minutes thereof. The Secretary or his or 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 or her signature. The Secretary 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 Board Chairperson 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 officers of the Board of Directors. The Treasurer shall provide written reports monthly to the Board of Directors.
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 Board Chairperson, Vice Board Chairpersons, Treasurer, Secretary, and Executive Director. The Board Chairperson shall serve as the head of the Executive Committee.
Section 6. Conflict of Interest:
Any officer or board member with a conflict of interest with any board action shall so state such conflict and abstain from any vote pertaining to such conflict of interest.
Article VIII – Finances
Section 1. Contractual Obligations:
The Board of Directors shall have the power to sue; to hold, sell, lease, or mortgage real estate; to incur debts; to borrow money giving notes of the Chamber signed by two or more officials duly authorized by the Board of Directors for that purpose; and to enter into contracts of any kind furthering the purposes of the Floyd County Chamber of Commerce. The Board of Directors shall not incur obligations to exceed the total amount of dues collected, investments, savings, and in deposited accounts.
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. Budget:
A budget of estimated income and expenditures for the next calendar year shall be presented by the Budget and Finance Committee at the May meeting of the Board of Directors and shall be approved by the June meeting.
Section 4. Audit/Review:
Accounts of the Chamber shall be reviewed annually within 3 months after the end of the fiscal year by three (3) members appointed by the Board Chairperson, 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 Board Chairperson 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 5. Records:
All records of the Chamber shall be kept at its permanent business location.
The fiscal year of the Chamber shall end June 30th of each year.
Article IX – Committees
Section I. Appointment and Authority:
The Board Chairperson shall appoint all committees and committee appointments shall not exceed the term of the appointing Board Chairperson. 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 Board Chairperson or the Board of Directors and shall be made up of any number of interested individuals from the membership. The Board Chairperson may be, but does not have to be, an ex-officio member of any committee.
It shall be the function of the committees to make investigations, conduct studies, make recommendations to the Board of Directors, and to carry on such activities as directed 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.
Ad Hoc committees shall be discharged by the Board Chairperson 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 may include:
- 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
- Visitors Guide
- Scholarships (for local high school students)
- Regional Chamber collaborations
- Economic/Industrial Development
- Town and County government reports
- Fiscal Policies and Procedures
- Fundraising activities
- Promotional activities
- Membership “Business After Hours”
- Annual Membership Dinner
Additional event development and oversight as determined by the board of director.
Article X – Amendments
Section 1. Ratifying Amendments:
These By-laws may be amended by a two-thirds vote of the Board of Directors or ratified by a majority vote of the members present at the annual meeting or a 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 and/or by email. This notice shall be sent at least ten days in advance of the meeting at which the amendments may be acted upon.
Article XI – Exceptions
Exceptions to the By-laws may be made on a case by case basis upon approval of two thirds of the members of the Board of Directors at any regular scheduled meeting or a special meeting called for that purpose.
Article XII – Enactment
These By-laws shall be effective immediately following their adoption at a regular meeting or special called meeting of the Chamber unless otherwise stated.
Article XIII – Written Notification, Parliamentary Procedures
Section 1. Parliamentary Procedure:
The Chamber shall be guided by to the latest version of Robert’s Rules of Order as revised.
Section 2. Written Notification:
Proper written notification shall consist of notices sent by U.S. Postal Mail and/or by email.