|
BY-LAWS
LEWISVILLE-CLEMMONS CHAMBER OF COMMERCE, INC.
June 2007 Final
Passed July 2007
ARTICLE I
NAME
SECTION I. The name of this organization shall be
Lewisville-Clemmons Chamber of Commerce.
ARTICLE II
MISSION SECTION I. The mission of the
Lewisville-Clemmons Chamber of Commerce is to advance the
economic and civic interests of the business community and
provide services for Chamber members.
ARTICLE III
MEMBERSHIP, DUES AND VOTING PRIVILEGES
SECTION I. All persons, firms and corporations and other
institutions as defined by the Articles of Incorporations shall
be eligible for membership. Upon receipt of the application for
membership and payment of the membership fee, membership is
granted with all benefits included.
SECTION II. The minimum annual membership fee shall be fixed by
the Membership, which amount shall be payable annually.
Prorating of dues shall be adjusted on a quarterly schedule.
SECTION III. Any persons, firms, associations or corporations
holding full memberships shall be entitled to cast a vote for
each full membership held.
SECTION IV. Persons, firms, associations or corporations holding
memberships shall have the rights at any time to change any or
all of its representatives upon written notice to the Chamber of
Commerce.
SECTION V. Members shall be provided a renewal notice 60 days
prior to their annual renewal date. Any member failing to pay
dues within 30 days after the annual renewal date shall be
considered delinquent. If after sixty (60) days from the
original renewal date said member has not paid, then membership
services shall be terminated.
SECTION VI. Any member may be expelled by a two-thirds vote of
all the Directors present at any meeting for acts which, in the
opinion of the Directors, are detrimental to the interests of
the Chamber or for conduct unbecoming a Chamber member. In such
cases, written charges shall be presented to the Directors, who,
if they desire to act on the case, shall direct that a copy
thereof be sent to the member by the Chairman. The member
accused shall be entitled to a hearing prior to action. The
procedure at such hearing shall be determined by the Directors,
and their decision as to the existence of a cause for expulsion
shall be final and conclusive. Expulsion can only be lifted by a
two-thirds vote of the Directors present and voting not less
than one year after the original expulsion took effect.
ARTICLE IV
GOVERNMENT
SECTION I. The Government of the Lewisville Clemmons Chamber of
Commerce shall be vested in a Board of Directors who shall be
nominated and elected or appointed as hereinafter authorized.
They shall adopt policies, rules and regulations for conducting
the business of the Chamber. They shall submit at the Annual
Meeting a full report of the work of the Chamber for the
previous year.
ARTICLE V
BOARD OF DIRECTORS
SECTION I. The Board of Directors shall consist of four (4)
elected At Large members, and those officers, who under these
By-Laws are by virtue of their office are members of the Board
of Directors. Elected At Large members shall serve for a term of
one (2) year, and may be re-elected for three (3) consecutive
terms. Two new At Large Directors are elected each year. The
Membership shall have the power to fill vacancies on the Board
of Directors upon nominations duly made by a majority vote of
those members present and voting at a regular meeting.
SECTION II. The Board of Directors shall have the power to
appoint Ex-Officio members of the Board of Directors who at the
discretion of the Board may or may not be members of the
Lewisville-Clemmons Chamber of Commerce. Ex-Officio Members of
the Board of Directors shall have voice but no vote in meetings
of the Board. They shall not attend executive sessions of the
Board.
SECTION III. The Board of Directors shall appoint a nominating
committee of three members, which shall meet and prepare a list
of six or more candidates. Thereafter, any member of the
Lewisville-Clemmons Chamber of Commerce in good standing may
nominate one member for the office of director by notifying the
Nominating Committee ten days prior to the announced date of the
Annual Membership Meeting. It shall be the duty of the
Nominating Committee to interview each candidate nominated and
secure his pledge to serve faithfully if elected as director and
to determine that he is a member of the Chamber in good
standing. The names of all candidates having been qualified by
the Nominating Committee as herein before provided shall be
formally nominated by the Chairman of the Nominating Committee
at the Annual Membership Meeting and upon a proper second to the
nominations, shall be voted upon those Chamber members present
and shall be elected by a majority.
SECTION IV. A majority of the Board of Directors shall
constitute a quorum at any meeting of the Directors.
SECTION V. The Board of Directors shall meet at least once per
quarter or at other times to be fixed by the Board.
SECTION VI. Any director who misses two consecutive regular
meetings in any calendar year, without valid excuse, the same
being so recorded by the Board of Directors, shall be
automatically removed from office. Any director who is not a
member in good standing can no longer serve on the Board of
Directors.
ARTICLE VI
OFFICERS
SECTION I. The officers of the Chamber shall consist of a
Chairman, Chairman-Elect, Past Chairman, a Secretary, a
Treasurer, VP of Membership, VP of Education & Business
Development, VP Networking, VP Events & Meetings, VP of Public
Relations and VP of Economic Development. Each officer shall
serve a one-year term or until his successor is duly qualified
and elected. Officers shall serve no more than four (4) years
consecutively.
SECTION II. The duties of the officers shall be such as their
titles, by general usage, would indicate, and such as are
required by laws, and such may be assigned to them, respectively
by the Board of Directors from time to time.
SECTION III. At the next regular meeting of the Board of
Directors following the annual membership meeting and the
election of new directors as herein before provided, the
officers of the chamber shall be elected by and from the members
of the Board of Directors.
SECTION IV. The term of all officers elected to serve the
Chamber shall commence on January 1, following the election.
SECTION V. In the event of a vacancy in any office, the
Membership shall elect from the membership a candidate to fill
the vacancy. Such vacancy shall be filled at the next Board
meeting following the occurrence of such vacancy. In the event
of a vacancy in the office of Chairman, the Chairman-Elect shall
assume the chairmanship for the remainder of the year.
ARTICLE VII
COMMITTEES
SECTION I. The Chairman shall be empowered to appoint special
committees as may be deemed necessary for the conduct of the
affairs of the Chamber, subject to the approval of the Board of
Directors except as described hereinafter. Each member of every
such committee shall serve at the pleasure of the Chairman.
SECTION II. The various committee responsibilities and projects
to be undertaken shall be clearly defined by the Chairman and
the President at the time of appointment of each committee.
SECTION III. All projects to be undertaken by the various
committees shall be approved by the Board of Directors.
SECTION IV. All resolutions adopted by committees and all
reports and other communications which propose to reflect the
attitude of the Chamber shall first be approved by the Board of
Directors, before being made available either to the membership
of the Chamber or to the public except such resolutions, reports
and other communications as shall be approved or authorized in
advance by the Board of Directors.
SECTION V. In the event any committee fails to discharge the
duties assigned to it with reasonable promptness, the Chairman,
who shall report his action thereon to the Board of Directors,
and thereupon appoint a new committee, may discharge such
committee.
SECTION VI. The Chairman shall be an ex-officio member of all
committees.
SECTION VII. The Executive Committee of the Lewisville-Clemmons
Chamber of Commerce shall be composed of the Chairman,
Chairman-Elect, Past Chairman, Secretary, Treasurer, VP of
Membership, VP of Education, VP Networking, VP Events &
Meetings, VP of Public Relations, and VP of Business
Development. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have the power
to transact all routine business of the Chamber and may exercise
all the powers of the Board of Directors, subject to the
approval of the Board at its next regular meeting.
Meetings of the Executive Committee shall be held as deemed
necessary and may be called by the President, the Chairman or in
their absence, by the Chairman-Elect, or by any four members of
the Committee. A majority of the members of the Executive
Committee shall constitute a quorum. In the absence of a quorum,
the meeting may adjourn subject to the call of the Chairman or
the presiding officer at the meeting.
ARTICLE VIII
MEETINGS
SECTION I. The annual meeting of the Lewisville-Clemmons Chamber
of Commerce shall be held during the month of October on the
date, place and hour to be designated by the Board of Directors.
SECTION II. Other meetings of the membership may be held at such
other times as the Chairman or the Board of Directors may
determine or upon written request of ten (10) percent of the
members in good standing, provided that said notice signed by
ten (10) percent of the members in good standing shall be
addressed to the Chairman and members of the Board of Directors.
Due notice of all membership meetings shall be given by mail to
each member at least 5 days preceding the meeting, and notice
shall contain a brief statement of the purpose of the meeting.
SECTION III. A majority of members present and in good standing
in the Lewisville-Clemmons Chamber of Commerce shall constitute
a quorum at any regular or special meeting of the Chamber.
ARTICLE IX
REFERENDUM
SECTION I. Upon its own initiative or upon written request of
one-fourth (1/4) of the members in good standing, the Board of
Directors shall submit a question to the members for a mail
referendum vote; the ballot for such vote to be accompanied by
briefs stating both sides of the question. A majority of the
votes cast in said referendum shall constitute final action by
the membership and shall be binding on the Officers and Board of
Directors of the Lewisville-Clemmons Chamber of Commerce.
ARTICLE X
FUNDS
SECTION I. The organization shall have the power to sue and to
be sued, purchase, hold, sell lease or mortgage real estate,
incur debts, borrow money, giving therefore notes of the
Corporation signed by one or more officials duly authorized by
the Board of Directors for that purpose and may enter into any
contract of any kind furthering the purpose and objectives of
the Lewisville-Clemmons Chamber of Commerce.
ARTICLE XI
FISCAL YEAR
SECTION I. The fiscal year of the Lewisville-Clemmons Chamber of
Commerce shall be from January to December.
ARTICLE XII
AMENDMENTS
SECTION I. Any Amendment to these Bylaws may be adopted by 2/3
vote of the membership present at any regular meeting, provided
written notice of the proposed amendment shall have been given
to the members at least two weeks prior to the meeting. One
third of the membership shall constitute a quorum at said
meeting and there shall be voting by proxy or absentee ballot.
ARTICLE XIII
DISSOLUTION
This corporation may be dissolved in accordance with the
provisions set forth in Article VII, Chapter 55A of the General
Statutes of North Carolina and said Statutes shall be conveyed
and transferred to any on or more of the types of organizations
and institutions set forth in North Carolina General Statute
105-165.14(b) or to a County or Counties or an incorporated city
or town or cities or towns such transferee or transferees to be
selected by the membership at such time by a vote two thirds of
the members then in good standing and eligible to vote.
ARTICLE XIV
LIMITATIONS
No part of the net earnings of the corporation shall inure to
the benefit of, or be distributable to, its members, trustees,
officers or other private persons, except that the corporation
shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in
furtherance of the purpose set forth in this constitution, the
By-Laws and the Articles of Incorporation. No substantial part
of the activities of the corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation,
and the corporation shall not participate in or intervene in, in
any way, any political campaign on behalf of any candidate for
public office. Notwithstanding any other provisions of this
constitution, the By-Laws and Articles of Incorporation, this
corporation shall not carry on any activities not permitted to
be carried on by a corporation exempt from Federal Income Tax
under the Internal Revenue Code or by a corporation,
contributions which are deductible under the appropriate
sections of the Internal Revenue Code for Corporations of this
nature.
|
