By-Laws

BY-LAWS OF THE

BRIMFIELD AREA CHAMBER OF COMMERCE

BRIMFIELD, OHIO

(Amended 11/2009)

 

ARTICLE I – Name

 

Section 1 – The name of this organization shall be the Brimfield Area Chamber of Commerce.

 

ARTICLE II – Objectives

 

Section 1 – Objectives of this chapter shall be:

  1. To promote the commercial, industrial, educational and general civic interest of Brimfield Township.
  2. To aid in the development of all legitimate enterprises designed for the betterment of the Brimfield area.
  3. To support, to be non-profit, non-partisan and non-sectarian in its activities and work for local harmony.
  4. To be a spokesman for and protect the interest of the Brimfield area’s businesses, industries and professions.

 

ARTICLE III – Membership, Finance, Organization

 

Section I – Eligibility: Business Person and/organization interested in fostering good community relations and working toward civic progress in Brimfield Township shall be eligible for membership by filing an application for membership with the Brimfield Area Chamber of Commerce Board of Directors (hereafter referred to as “Board of Directors”). Approval of application by a majority of the Board of Directors will constitute acceptance of application as a member.

 

Section 2 – Cancellation of membership: The Board of Directors may, at its own discretion cancel a membership.

  1. This cancellation can occur only after a hearing is conducted.
  2. A secret vote of the membership at the next regular scheduled meeting.
  3. If seventy percent or more of the membership present votes for cancellation, the membership in question will be cancelled.

 

Section 3 – Terms of membership: Annual dues will be due within 20 days of the billing date which will be annually December 1st. A membership drive will be conducted prior to each billing date by the entire Brimfield Area Chamber of Commerce, chaired by the Membership Chairman.

 

Section 4 – Each accepted membership shall be entitled to one vote.

 

ARTICLE IV – Government and Officers

 

Section 1 – The government of the Brimfield Area Chamber of Commerce, the directing of its activities and the control of its property shall be vested in the Board of Directors.

  1. Board of Directors shall consist of President, Vice-President, Secretary, Treasurer, four (4) Directors, and one Ex-officio (the immediate past president).
    1. Term of Office

i.      President – One year

ii.      Vice-President – One year

iii.      Secretary – One year

iv.      Treasurer – One year

v.      Directors – Two year terms, staggered so that no more than two (2) of the elected Directors shall stand for election annually

vi.      Ex-officio – The immediate past president shall automatically serve a one year term

  1. Voting Rights

i.      President – Non-voting unless there is a tie, at which time the President will cast a vote

ii.      Vice-President – One Vote

iii.      Secretary – One Vote

iv.      Treasurer – One Vote

v.      Director – One Vote

vi.      Ex-officio – Non-voting

  1. All officers, directors, committee chairs, and committee members shall be current, paid-up members of the Chamber.
  2. In the event of a vacancy under Article IV section 1A the Board of Directors, by a majority vote of remaining members, may appoint a replacement to serve the remaining term of the vacated seat.

 

Section 2 – Duties of the Board of Directors

  1. The President of the Chamber will chair all meetings of the Board of Directors and all meetings of the general membership.
  2. The Vice-President shall serve as chairman in the absence of the President.
  3. The Secretary shall record all minutes of the Board of Directors, special, or general membership meetings, or as directed by the President or Board of Directors. The Secretary is responsible for the transfer of those minutes in a legible and timely manner – as determined by the Board – for proper filing with the Executive Secretary and/or the Board of Directors, and for presentation at Board or general membership meetings as determined by the Board.
  4. The Treasurer shall act as custodian of the funds of the Brimfield Area Chamber of Commerce; to be accountable for general supervision of all financial reports as may be required by the Board. All financial records shall be maintained in a software package found acceptable by the Board of Directors. An audit shall be done annually. See Article VI, Section 2.
  5. Directors shall attend board and regular meetings and serve the Chamber as an arm, or addition, to the president, vice-president, etc. Directors will serve on committees and help with fundraisers and other chamber business as called upon by the Board of Directors.

Section 3 – Nomination the Board of Directors

  1. Nominating Committee appointed by the President will nominate at least (1) member for each vacancy.
  2. The Nominating Committee shall be appointed by September 1st of each year.
  3. The Nominating Committee shall consist of not less than three (3) members.
  4. Nominations shall also be open to membership.
  5. Nominations shall be accepted till October 31st.

 

Section 4 – Election of the Board of Directors

  1. Election Ballots shall be available throughout the month of November.
  2. Ballots will be mailed to all members within the first week of November.
  3. The Nominating Committee set forth in Article IV Section 2 shall tally all votes before the General Membership meeting in December.
  4. If the tally results in a tie
    1. There shall be a recount
    2. If after a recount is conducted there is still the candidates will cast lots to determine the winner of the election
    3. There shall be no prohibition to serving successive terms.
    4. The newly elected slate of officers of the Board of Directors shall take office January 1st
    5. If there is only one nominee for an office that nominee shall assume the position when the new term commences.

 

Section 5 – Resignation, vacancy, or removal of members from the Board of Directors

  1. Any position which becomes vacant through resignation shall take effect immediately or as specified in the resignation.
  2. Any member of the Board of Directors who is absent from three consecutive Board meetings without an excuse deemed reasonable by the Board of Directors, and so recorded by the Board of Directors, shall be so notified by the Board of Directors and shall be considered to have tendered his resignation from said Board. A new member shall be elected to fill the unexpired term in accordance to Article IV Section 1C.

 

Section 6 – Operating Budget

  1. The incoming Board of Directors shall establish an Operating Budget on the projects, expenses, and fundraising needs may be identified and projected.
  2. A Budget Committee shall be appointed by January by the newly elected Board of Directors, consisting of three members from the Board of Directors.
  3. The Budget Committee’s report shall be presented to the Board of Directors by the January Board meeting.
  4. Upon acceptance of the operating budget by the Board of Directors, the operating budget shall be available for the general membership to review.

 

ARTICLE V – Meetings

 

Section 1 – General Meetings will be held monthly or as often as necessary in such places as determined by the Board of Directors.

 

Section 2 – Board meetings shall occur at least monthly at such place, date and hour as may be determined by the Board of Directors. The Board of Directors shall assemble in order to adopt such rules and regulations necessary to conduct the business of the Brimfield Area Chamber of Commerce and for carrying on its work as may be consistent with these By-Laws.

 

Section 3 0 Special meetings of the Board of Directors to transact business may be held anytime upon the call of the President, or a majority vote of the Board of Directors.

 

Section 4 – The annual meeting will be held in December. The installation of the new officers will be held at that time as well as any other business that is deemed necessary by the President.

 

Section 5 – At all meetings of the Board of Directors or appointed committees, a majority of the members of the Board of Directors, or committee in session, shall constitute a quorum.

 

ARTICLE VI – Disbursements

 

Section 1 – The President, Treasurer and one member of the Board of Directors shall be the custodians of all Chamber funds and withdrawal of these funds must be signed by any two of the aforementioned custodians.

 

Section 2 – An annual audit of the books, records and accounts of the Brimfield Area Chamber of Commerce shall be made at the conclusion of each fiscal year, and at such other times as the Board may wish, by three members selected by the Board or by a public accountant who is selected by the Board. The audit report, when completed, shall be submitted to the Board for approval. A copy of the approved audit shall be available for inspection by any member of the Brimfield Area Chamber of Commerce who is in good standing.

 

Section 3 – All disbursements of the Brimfield Area Chamber of Commerce funs shall be made by check, except for payment of current bills duly approved and incurred as an expense authorized in the established operating budget.

 

ARTICE VII – Amendments & Repeal

Section 1 – Any amendments or revisions to the By-Laws must be proposed in writing by at least five (5) voting members or by a committee appointed by the President or Board of Directors to revise the By-Laws at least sixty (60) days prior to voting by the general membership.

 

Section 2 – To Govern: The rules contained in Robert’s Rules of Order Newly Revised, or most current version, shall govern the Brimfield Area Chamber of Commerce in all cases in which they are applicable and in which they are not inconsistent with the By-laws.

 

Section 3 – By-Laws require a majority vote of the current members, present at any general meeting after the 60 day notification period has lapsed, to be amended, attested, or appealed.

 

ARTICLE VIII – Executive Secretary

 

Section 1 – A position for an Executive Secretary may be established by the Board of Directors.

 

Section 2 – The purpose of this position is to provide continuous clerical and administrative support for the Brimfield Area Chamber of Commerce and the efficient and effective running of the organization.

 

Section 3 – The position shall be a paid position, the amount and terms determined by the Board of Directors.

 

Section 4 – The Board of Directors shall create a job description for this position which outlines the specific duties, responsibilities, and terms of compensation and any other aspects of the job. The Board shall review this position by December 1 of each year to determine renewal, changes, compensation, etc.

 

Section 5 – The Executive Secretary shall have no voting rights with the Board of Directors and shall be a member of the Brimfield Chamber of Commerce and should attend Board Meetings.

 

Section 6 – Other duties as described in Appendix A.

 

 

 

Appendix A

 

Duties of the Executive Secretary
*Mandated by the constitution

 

  1. Pick up main; answer, if applicable, distribute.
  2. Order supplies (stationary, envelopes, statements, etc.)
  3. Keep an updated membership list, including labels. Labels are to be provided to other committees when needed.
  4. Work with membership chairman throughout year. Mail out, if needed, and receive new or renewed application for memberships and provide copies for membership chairman and deliver checks (membership or other) to treasurer. In the event membership chairman will handle all checks and application, a copy of each must be provided the executive secretary.
  5. Type and mail all notices, invitations for chamber events, when needed, or events not handled by other committees.
  6. Work with all committees, as needed.
  7. All mailings or correspondence should be approved by or sent out by executive secretary. Correspondence from committees may be mailed by executive secretary, if needed. Gather information and put together monthly newsletter.
  8. Check voice mail box number for Chamber and direct caller to the appropriate person in the Chamber or community.
  9. Keep all files and distribute as needed. All files will be available for scrutiny at the order of the board of directors at a time deemed reasonable by board and executive secretary.
  10. Call non-responsive membership renewals.
  11. Attend functions, as Chamber’s representative when possible.
  12. Serve as chairman of general and board meetings in the absence of President and Vice-President.
  13. Arrange, coordinate or delegate dinner meetings, when needed.
  14. Arrange, coordinate guest speakers or confirm appointments by speakers when arranged by other committees.
  15. Serve in capacity of chairman of needed committees, when needed, in the absence of the committees until such time such committee is in place.
  16. Attend board meetings when possible.
  17. Type minutes in absence of secretary, or if secretary is unable to type, he/she shall provide a legible hand printed or hand written copy of minutes to executive secretary, who shall type minutes.
  18. Type constitution and type all revisions, changes, or updates.
  19. *A fee, determined by executive board, will be paid to the executive secretary for these services, over and beyond expenses, but not including mileage or time (i.e. for copies, supplies, postage).
  20. *The executive secretary does not have voting rights, but should be a member of the executive board.