Last Revision Date: 08/13/2009
Article 1
General
Section 1: Name:
This organization is incorporated under the laws of the State of Tennessee and shall be known as the Crockett County Chamber of Commerce, Incorporated.
Section 2: Purpose:
The Crockett County Chamber of Commerce is organized to advance the general welfare and prosperity of the Crockett County Area 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 of Crockett County.
Section 3: Limitation of Methods:
The Crockett County Chamber of Commerce 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: Name:
This organization is incorporated under the laws of the State of Tennessee and shall be known as the Crockett County Chamber of Commerce, Incorporated.
Section 2: Purpose:
The Crockett County Chamber of Commerce is organized to advance the general welfare and prosperity of the Crockett County Area 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 of Crockett County.
Section 3: Limitation of Methods:
The Crockett County Chamber of Commerce 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.
Article II
Membership
Section 1: Eligibility:
Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership.
Section 2: Election:
Any eligible applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.
Section 3: Investments:
Membership investments shall be at such rate or rates, schedule of formula as may be from time prescribed by the Board of Directors, payable quarterly, semi-annually, and annually.
Section 4: Termination:
A.) Any member may resign from the Chamber upon written notice to the Board of Directors; B.) Any member shall be expelled for nonpayment of dues after ninety (90) days from the date due; C.) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member 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 person shall be entitled to one vote, and each member firm, association, or corporation shall be entitled to a number of votes determined by the amount of investment paid. 1-119, 1 vote; 120-299, 2 votes; 300-up, 3 votes to the sum of three (3) votes.
Section 6: Exercise of Privileges:
Any firm, association, corporation, partnership, or estate holding membership may nominate individuals, whom 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 purposes and activities of this organization shall be conducted for the following groups: new directors, officers and directors, committee leaders, committees and new members.
Section 8: Honorary Membership:
Distinction in the 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: Eligibility:
Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership.
Section 2: Election:
Any eligible applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.
Section 3: Investments:
Membership investments shall be at such rate or rates, schedule of formula as may be from time prescribed by the Board of Directors, payable quarterly, semi-annually, and annually.
Section 4: Termination:
A.) Any member may resign from the Chamber upon written notice to the Board of Directors; B.) Any member shall be expelled for nonpayment of dues after ninety (90) days from the date due; C.) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member 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 person shall be entitled to one vote, and each member firm, association, or corporation shall be entitled to a number of votes determined by the amount of investment paid. 1-119, 1 vote; 120-299, 2 votes; 300-up, 3 votes to the sum of three (3) votes.
Section 6: Exercise of Privileges:
Any firm, association, corporation, partnership, or estate holding membership may nominate individuals, whom 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 purposes and activities of this organization shall be conducted for the following groups: new directors, officers and directors, committee leaders, committees and new members.
Section 8: Honorary Membership:
Distinction in the 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.
Article III
Meetings
Section 1: Annual Meetings:
The annual meeting of the corporation, in compliance with State Law, shall be held each year. The time and place shall be fixed by the Board of Directors, and notice thereof is to be mailed to each member at least ten (10) days before said meeting.
Section 2: Additional Meetings:
General meetings of the Chamber of Commerce may be called by the President at any time, or upon petition in writing of any twenty-five (25) percent (%) of members in good standing: a.) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings; b.) Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each Director at least one (1) day prior to said meeting; c.) Committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members, five (5) shall constitute a quorum.
Section 1: Annual Meetings:
The annual meeting of the corporation, in compliance with State Law, shall be held each year. The time and place shall be fixed by the Board of Directors, and notice thereof is to be mailed to each member at least ten (10) days before said meeting.
Section 2: Additional Meetings:
General meetings of the Chamber of Commerce may be called by the President at any time, or upon petition in writing of any twenty-five (25) percent (%) of members in good standing: a.) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings; b.) Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each Director at least one (1) day prior to said meeting; c.) Committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members, five (5) shall constitute a quorum.
Article IV
Board of Directors
Section 1: Composition of the Board:
The Board of Directors shall be composed of 15 directors and shall be elected annually to serve for three years, or until their successors are elected and have qualified. The government and Policy making responsibilities of the Chamber shall be vested on 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. Election of Directors: During the month before the annual meeting, the Executive Director shall compile a list of all members of the Chamber paid up through and including the current quarter. Prior to the last day of the month, selected prepared in confirmation with paragraph B below shall be sent to all current paid up members.
B. Ballots: A complete explanation of the purpose and procedure in filling out the ballot shall be printed at the top. The names of persons presently serving in the expiring directors’ terms shall be listed. Those directors with unexpired terms shall be clearly identified so as to prevent votes being cast for them. All current paid up members shall be listed in the ballot with instructions to vote for no larger number than the number of expiring directorship. The deadlines for returning ballots shall be clearly indicated, but shall not be less than one week after their distribution to the membership by mail.
C. Judges: The President shall appoint, subject to the approval of the Board of Directors, at least three (3), but no more than five (5) judges who are not members of the Board of Directors or candidates for election. 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. At the regular meeting or the general meeting, whichever occurs first, after judges have counted the ballots, the Board of Directors shall declare the candidates with the greatest number of votes, subject to their having accepted the directorship, elected. Where a person having been voted a director shall decline, the person having the next highest vote total shall be elected to that position.
Section 3: Seating of New Directors:
All newly elected Board members shall be seated at the first Board meeting after their election.
Section 4: Vacancies:
A member of the Board of Directors who shall be absent from three (3) regular meetings of the Board of Directors within a calendar year shall 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. Vacancies on the Board of Directors, or among the offices, shall be filled by the Board of Directors by a majority vote.
Section 5: Policy:
The Board of Directors are responsible for establishing procedure and formulating policy of the organization. They are also responsible for adopting all policies of the organization. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as necessary.
Section 6: Management:
The Board of Directors may employ an Executive Director or other positions deemed appropriate and shall fix the salary and other considerations of employment. A job evaluation should be done semi-annually, January and June, being based by the job description. (See notebook for job description and evaluation.)
Section 7: Indemnification:
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the chamber of any and all of its directors or former directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors of the Chamber, except in relation to matters as to which such director 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 of misconduct.
Section 1: Composition of the Board:
The Board of Directors shall be composed of 15 directors and shall be elected annually to serve for three years, or until their successors are elected and have qualified. The government and Policy making responsibilities of the Chamber shall be vested on 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. Election of Directors: During the month before the annual meeting, the Executive Director shall compile a list of all members of the Chamber paid up through and including the current quarter. Prior to the last day of the month, selected prepared in confirmation with paragraph B below shall be sent to all current paid up members.
B. Ballots: A complete explanation of the purpose and procedure in filling out the ballot shall be printed at the top. The names of persons presently serving in the expiring directors’ terms shall be listed. Those directors with unexpired terms shall be clearly identified so as to prevent votes being cast for them. All current paid up members shall be listed in the ballot with instructions to vote for no larger number than the number of expiring directorship. The deadlines for returning ballots shall be clearly indicated, but shall not be less than one week after their distribution to the membership by mail.
C. Judges: The President shall appoint, subject to the approval of the Board of Directors, at least three (3), but no more than five (5) judges who are not members of the Board of Directors or candidates for election. 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. At the regular meeting or the general meeting, whichever occurs first, after judges have counted the ballots, the Board of Directors shall declare the candidates with the greatest number of votes, subject to their having accepted the directorship, elected. Where a person having been voted a director shall decline, the person having the next highest vote total shall be elected to that position.
Section 3: Seating of New Directors:
All newly elected Board members shall be seated at the first Board meeting after their election.
Section 4: Vacancies:
A member of the Board of Directors who shall be absent from three (3) regular meetings of the Board of Directors within a calendar year shall 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. Vacancies on the Board of Directors, or among the offices, shall be filled by the Board of Directors by a majority vote.
Section 5: Policy:
The Board of Directors are responsible for establishing procedure and formulating policy of the organization. They are also responsible for adopting all policies of the organization. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as necessary.
Section 6: Management:
The Board of Directors may employ an Executive Director or other positions deemed appropriate and shall fix the salary and other considerations of employment. A job evaluation should be done semi-annually, January and June, being based by the job description. (See notebook for job description and evaluation.)
Section 7: Indemnification:
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the chamber of any and all of its directors or former directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors of the Chamber, except in relation to matters as to which such director 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 of misconduct.
Article V
Officers
Section 1: Determination of Officers:
The Board of Directors, new and retiring, at its regular June meeting, shall reorganize for the coming year. At this time, the Board shall elect the President, President Elect, Treasurer, and Secretary. Officers will be elected from members of the Board. All officers shall serve for a term of (1) one year or until their successors assumes the duties of office, and they shall be voting members of the Board of Directors.
Section 2: Duties of Officers:
A. President: The President shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors, and Executive Committee. The President shall assign the Vice President to divisional or departmental responsibility, subject to the Board of Directors approval. The President shall, with advice and counsel of the Vice President, determine all committees, select all committee leaders, and assist in the selection of committee personnel, all subject to the approval of the Board of Directors.
B. President Elect: The duties of the President Elect consists of serving as the acting President in the absence of the President, serving on the Executive Committee, helping to prepare the budget requirements, and helping set up any need committees.
C. Committee Chairman: The duties of the Committee Chairman shall be such as their titles 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. They will also have under their 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 the Board of Directors. Checks are to be signed by the Treasurer unless they exceed a $1,000 limit, in which case, they must be signed by the Treasurer and President, or, in the absence of either or both, by any two (2) officers. The Treasurer shall compile a monthly financial report to be made to the Board.
E. Secretary: The Secretary shall be responsible for the preparation and maintenance of all minutes to meetings of the Board and the General Membership, preparation of all agendas and for the preparation of all notices of meetings.
Section 3: 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. It shall be composed of the President, Past President; Vice President will serve as head of the Executive Committee.
Section 4: Indemnification:
The Chamber may, 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.
Section 1: Determination of Officers:
The Board of Directors, new and retiring, at its regular June meeting, shall reorganize for the coming year. At this time, the Board shall elect the President, President Elect, Treasurer, and Secretary. Officers will be elected from members of the Board. All officers shall serve for a term of (1) one year or until their successors assumes the duties of office, and they shall be voting members of the Board of Directors.
Section 2: Duties of Officers:
A. President: The President shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors, and Executive Committee. The President shall assign the Vice President to divisional or departmental responsibility, subject to the Board of Directors approval. The President shall, with advice and counsel of the Vice President, determine all committees, select all committee leaders, and assist in the selection of committee personnel, all subject to the approval of the Board of Directors.
B. President Elect: The duties of the President Elect consists of serving as the acting President in the absence of the President, serving on the Executive Committee, helping to prepare the budget requirements, and helping set up any need committees.
C. Committee Chairman: The duties of the Committee Chairman shall be such as their titles 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. They will also have under their 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 the Board of Directors. Checks are to be signed by the Treasurer unless they exceed a $1,000 limit, in which case, they must be signed by the Treasurer and President, or, in the absence of either or both, by any two (2) officers. The Treasurer shall compile a monthly financial report to be made to the Board.
E. Secretary: The Secretary shall be responsible for the preparation and maintenance of all minutes to meetings of the Board and the General Membership, preparation of all agendas and for the preparation of all notices of meetings.
Section 3: 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. It shall be composed of the President, Past President; Vice President will serve as head of the Executive Committee.
Section 4: Indemnification:
The Chamber may, 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.
Article VI
Committees and Divisions
Section 1: Appointment and Authority:
The President, by and with the approval of the Board of Directors, shall appoint all committees, committee leaders, and task forces. The President may appoint such ad hoc committees and their leaders 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. It shall be the function of committees to make investigations, conduct studies and hearings, and 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:
One committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence, whom they designate as being familiar enough with the issue to give testimony to, or make presentations before civic and governmental agencies.
Section 4: Divisions:
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, including collection and disbursement of funds. No action or resolution of any kind shall be taken by divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.
Section 1: Appointment and Authority:
The President, by and with the approval of the Board of Directors, shall appoint all committees, committee leaders, and task forces. The President may appoint such ad hoc committees and their leaders 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. It shall be the function of committees to make investigations, conduct studies and hearings, and 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:
One committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence, whom they designate as being familiar enough with the issue to give testimony to, or make presentations before civic and governmental agencies.
Section 4: Divisions:
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, including collection and disbursement of funds. No action or resolution of any kind shall be taken by divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.
Article VII
Finances
Section 1: Funds:
All money paid to the Chamber shall be placed in a general operating fund and/or investment fund. Funds unused from the current year’s budget will be placed in an investment fund until such time as their use is designated.
Section 2: Disbursements:
Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be by check.
Section 3: Fiscal Year:
The fiscal year of the Chamber shall close on June 30.
Section 4: Budget:
As soon as possible after election of the new Board of Directors and officers, the Executive Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval.
Section 1: Funds:
All money paid to the Chamber shall be placed in a general operating fund and/or investment fund. Funds unused from the current year’s budget will be placed in an investment fund until such time as their use is designated.
Section 2: Disbursements:
Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be by check.
Section 3: Fiscal Year:
The fiscal year of the Chamber shall close on June 30.
Section 4: Budget:
As soon as possible after election of the new Board of Directors and officers, the Executive Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval.