Section 1: Name
This organization is incorporated under the laws of the State of Ohio and shall be known as the Chagrin Valley Chamber of Commerce, Incorporated.
Section 2: Purpose
The Chagrin Valley Chamber of Commerce is organized to advance the general welfare and prosperity of the Chagrin Valley so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial and educational interests of the area.
Section 3: The Chagrin Valley
The Chagrin Valley shall mean to include the communities of Auburn, Bainbridge, Bentleyville, Chagrin Falls, Gates Mills, Hunting Valley, Moreland Hills, Newbury, Orange, Pepper Pike, Russell, South Russell and Woodmere.
Section 4: Limitation of Methods
The Chagrin Valley Chamber of Commerce, herein after called the Chamber, shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
Section 1: Eligibility
Any person organization having an interest in the objectives of the organization shall be eligible to apply 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
a) Any member may resign from the Chamber upon written notification to the Board of Directors;
b) Any member may be suspended by the Board of Directors by a two-third vote for nonpayment of dues after ninety (90) days from the date due, unless otherwise extended for good cause;
c) Any member may be expelled by a two-third vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming of a member, acts inconsistent with the Chamber’s purpose or prejudicial to the 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) who the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice.
Section 7: Orientation
At regular intervals, orientation on the purpose and activities of this organization shall be conducted for the following groups: new officers and directors, current officers and directors, committee chairperson, committees and new members. A detailed outline for orientations of each of these groups shall be a part of this 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.
Section 1: Annual Meeting
The annual meeting of the corporation, incompliance with State law, shall be held during the first 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 at any time, or upon petition in writing of any fifteen (15) of members in good standing:
a) 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 maters described in the notice;
b) Board meetings may be called by the President or by the Board of Directors upon written application of five (5) members of the Board. Notice (including the purpose of the meeting) shall be given to each director at least three (3) day prior to said meeting;
c) Committee meetings may be called at any time by the President or by the committee’s chairperson.
Section 3: Quorums
For purposes of transacting official business of the Chamber, the following are considered the necessary quorums:
a) 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;
b) At a Board of Directors meeting, a majority of Directors must personally be in attendance; and
c) At committee meetings, a majority of committee members shall constitute a quorum.
Section 4: Voting
Voting at any regular or special meeting 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, Agenda, 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 this organization’s procedures manual.
Board of Directors
Section 1: Composition of the Board
The Board of Directors shall be composed of the President, President-Elect, Vice President, Treasurer, Secretary and immediate Past President who shall serve a one (1) year term; a representative from COSE, Downtown Chagrin Falls and the Chagrin Valley Jaycees each to serve a one (1) term; nine (9) Directors to serve staggered three (3) year terms; and, incoming President may appoint, subject to the approval of the Board, not more than four (4) additional members to serve one (1) year terms. The Executive Director shall serve as a member of the Board. The representatives from COSE,DowntownChagrinFalls, the Chagrin Valley Jaycees and the Executive Director shall be non-voting members of the Board.
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
a) Nominating Committee. At the regular July Board meeting, the President shall appoint, subject to approval by the Board of Directors, a Nominating Committee consisting of two (2) past Presidents, the President and two (2) members of the Chamber. The President shall designate the chairperson of the committee.
At the September Board meeting, the Nominating Committee shall present to the Executive Director a slate of three (3) candidates to serve three (3) 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.
b) Publicity of Nominations. Upon receipt of the report of the Nominating Committee, the Executive Director shall immediately notify the membership of the names of persons nominated as candidates for directors and the right of petition.
c) 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.
d) Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of three (3) candidates shall be presented elected by the Board of Directors at their 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 three (3) candidates only. The Executive Director 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 days. The Board of Directors shall at its regular NovemberBoard meeting declare the three (3) candidates with the greatest number of votes elected.
e) Judges. The President shall appoint, subject to the approval of the Board of Directors, at least three (3) but not more that 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 the auditing of 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 may 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.
Any member of the Board of Directors who shall be absent from four (4) meetings per year may be dropped from membership on the Board and replaced at the discretion of the Board of Directors.
Vacancies on the Board of Directors, or among the officers, shall be filled by the Board of Directors by a majority vote.
Section 5: Policy
The Board of Directors is responsible for establishing procedure and formulating policy of 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 Executive Committee with Board approval shall employ an Executive Director and staff and shall fix the salary and other terms of employment.
Section 7: Indemnification
The Chamber shall, 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 defenses of any action, suit, or proceeding in which they or 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.
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
a) President. The President shall serve as the elected officer of the Chamber of
Commerce and shall preside at all meeting of the membership, Board of Directors and Executive Committee
The President shall, with the advice and counsel of the Vice President and the Executive Director, determine all committees, select all committee chairpersons, and assist in the selection of committee personnel, subject to approval of the Board of Directors.
b) 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 committee will be responsible for determining that the program activities of the Chamber are of such duration as is required, at all time being alert to assure that the activities of the Chamber are directed toward achieving business and community needs in the area served by the Chamber.
c) Vice President. The duties of the Vice President shall be such as the 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. The Vice President will also have under his/her immediate jurisdiction all committees pertaining to their general duties.
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 a manner approved by a majority vote of the Board of Directors. Checks are to be signed by the Executive Director and the President or the Treasurer, 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.
e) 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.
f) Executive Director. The Executive Director shall be the chief administrative and executive officer.
The Executive Director shall serve as advisor to the President and Long Range Planning Committee on program planning, and shall assemble information and data and cause to be prepared special reports as directed by the program of the Chamber.
The Executive Director shall be an ex officio non-voting member of the Board of Directors, the Executive Committee and all committees.
With assistance of the Vice 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.
The Executive Director with Board approval shall be responsible for hiring, discharging, directing and supervising all employees.
The Executive Director shall assist the Treasurer in the preparation and maintenance of books and accounts.
With the cooperation of the Long Range Planning Committee, Budget Committee and Treasurer, the Executive Director shall be responsible for the preparation of an operating budget covering all expenditures with approved budget allocations.
The Executive Director shall have such other duties as the Board or By-laws may prescribe.
Section 3: Executive Committee
The Executive Committee shall be composed of the President, Past President, President-Elect, Vice President, Treasurer, Secretary and the Executive Director. The President with Board approval may appointment two additional members. The President will serve as chairperson of the 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. Fifty-percent (50%) of the voting members of the Executive Committee shall constitute a quorum. The Executive Director shall be a non-voting ex-officio member of the Executive Committee.
Section 4: Indemnification
The Chamber shall, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its officers or former officers as spelled out in Article IV, Section 7 of these by laws.
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 concurrent 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 to carry on 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 shall have 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, who they designate as being familiar enough with the issue, to give testimony to, 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 as 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.
Section 1: Funds
All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account.
Section 2: Disbursements
Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement 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 Budget 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 Executive Director 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.
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 insure, or be distributed, to 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).
Section 1: Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the charter or bylaws of the Chamber.
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 meeting, providing the 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.
Adopted: May 8, 2008