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BYLAWS
ARTICLE I
GENERAL
Section 1: NAME
This organization is incorporated under the laws of the State of
Section 2: PURPOSE
The San Anselmo Chamber of Commerce is organized to achieve within the San Anselmo town limits, the objectives of:
A) Preserving the competitive enterprise system of business by: creating a better understanding and appreciation of the importance of business people and a concern for their problems; educating the business community and representing them in city, county, state and national legislative and political affairs; preventing or addressing controversies which are detrimental to expansion and growth of business and the community if they arise; creating a greater appreciation of the value of a more liberal investment of time, energy, substance, and self on behalf of the interests of competitive business;
B) Promoting business and community growth and development by: promoting economic programs designed to strengthen and expand the income potential of all business within the trade area; promoting programs of civic, social, and cultural nature which are designed to increase the functional and aesthetic values of the community; and discovering and correcting abuses which prevent the promotion of business expansion and community growth.
Section 3: LIMITATION OF METHODS
The San Anselmo 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, estate, public or private agency, having an interest in the objectives of the Chamber shall be eligible to apply for membership.
Section 2: ELECTION
Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Election of members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled dues as provided in Article II, Section 3.
Section 3: DUES
Membership dues shall be at such a rate or rates, schedules or formula as may be from time to time prescribed by the Board of Directors, payable annually in advance. Dues are not refundable upon termination of membership in the Chamber.
Section 4: TERMINATION
A) Any member may resign from the Chamber upon written request to the Board of Directors.
B) Any member may be expelled by two-thirds (2/3) vote the Board of Directors for nonpayment of dues after ninety (90) days from the due date, unless otherwise extended for good cause.
C) Any member may be expelled by a two-thirds (2/3) 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 in good standing shall be entitled to cast one (1) vote.
Section 6: EXERCISE OF PRIVILEGES OF MEMBERSHIP
Any firm, association, corporation, partnership, estate, public or private agency holding membership may appoint an individual whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership appointment upon written notice.
Section 7: ORIENTATION
At regular intervals, orientation on the purposes and activities of this Chamber shall be conducted for the following groups: new members, directors, officers, committee chairpersons, and committee members. A detailed outline for orientation of each of these groups shall be a part of this Chamber's Policies and Procedures Manual.
Section 8: HONORARY MEMBERSHIP
Distinction in civic and public affairs shall confer eligibility to honorary membership. Honorary members shall have all 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 MEETING
The annual meeting of the Chamber of Commerce shall be held at the place, day and time to be designated, shall be during December of each year. The time and place shall be fixed by the Board of Directors and notice and agenda thereof shall be mailed to each member at least ten (10) days before said meeting.
Section 2: ADDITIONAL MEETINGS
A) Board meetings shall be monthly. Notice of Board meetings shall be
given to each Director at least five (5) days prior to said meeting;
B) Special meetings of the Board of Directors may be called by the Chairman of the Board or
by the Board of Directors upon written application of three (3) members of the Board. Notice of special meetings shall be given to each Director at least one (1) day prior to such meetings;
C) Committee meetings may be called at any time by the Chairman of the Board, respective department Vice Chairman of the Board, or by the committee's chairperson.
D) General meetings of the Chamber of Commerce may be called by the Chairman of the Board at any time or upon petition in writing of five percent 5% of the members in good standing. Notice of special meetings shall be mailed to each member at least ten (10) days prior to such meetings.
Section 3: QUORUMS
At any duly called general meetings of the Chamber, twenty-five percent (25%) of the members shall constitute a quorum; at a Board meeting, seven (7) directors shall constitute a quorum; at committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members. In that case, five (5) shall constitute a quorum.
Section 4: NOTICES, AGENDAS, AND MINUTES
Notice of all Chamber meetings must be given at least one (1) day in advance. An advance agenda and minutes must be prepared for all general meetings. A detailed outline for preparation of both shall be a part of procedures the San Anselmo Chamber of Commerce Policies and Procedures Manual.
ARTICLE IV
BOARD OF DIRECTORS
Section 1: COMPOSITION OF THE BOARD
The Board of Directors shall be composed of eleven (11) members, five (5) of whom shall be elected annually (six (6) members on alternate years) to serve for a two (2) year term or until their successors are elected and have qualified. The immediate Past Chairman of the Board shall serve as a member 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 Chairman of the Board shall appoint, subject to approval by the Board of Directors, a Nominating Committee of members of the Chamber. The Chairman of the Board shall designate the Chairperson of the Committee.
Prior to September 30th, the Nominating Committee shall present to the President/Chief Executive Officer a slate of five (5) candidates to serve two (2) year terms (six (6) in alternate years) to replace the directors whose regular terms are expiring. Each candidate must be a 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 President/CEO shall immediately notify the membership by mail, 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) members in good standing 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.
1) If no petition is filed within the designated period, the nominations shall be closed and the nominated slate shall be declared elected by the Board of Directors at the regular December General Meeting.
2) 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 five (5) candidates (six (6) candidates in the alternate year). The President/CEO shall mail this ballot to all members in good standing at least fifteen (15) days before the regular November meeting.
The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber within ten (10) days. The board of Directors shall at its regular December Board meeting declare the five (5) (six (6) in alternate years) candidates with the greatest number of votes elected.
E. BALLOT COMMITTEE. The Chairman of the Board shall appoint, subject to approval of the Board of Directors, at least three (3), but not more than five (5), persons who are not members of the Board of Director or candidates for election. One will be designated chairperson. Such persons 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 Board members shall take office on the first day of calendar year, and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the calendar 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 shall be dropped from membership on the Board by vote 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 and adopting policies of the San Anselmo Chamber of Commerce. The Board is also responsible for adopting all policies of the Chamber. These policies shall be maintained in a Policy and Procedures Manual, to be reviewed annually and revised as necessary.
Section 6: MANAGEMENT
The Board of Directors shall have sole authority to employ and discharge a President/CEO and shall fix the salary and other considerations of employment. The Executive committee may make recommendations regarding employment and discharge to the Board of Directors, but may not act on behalf of the Board in this area. The President/CEO will serve as recording secretary to the Board of Directors, and cause to be prepared notices, agendas, financial statements and minutes of meetings of the Board under supervision of the officers of the Board.
The President/CEO shall serve as advisor to the Chairman of the Board and on the program planning, and shall assemble information and data and cause to be prepared special reports as directed by the Chairman of the Board. The President/CEO shall be responsible for administration of the program of work in accordance with the policies and regulations of the Board of Directors.
With the cooperation of the Treasurer, the President/CEO shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to approval of the Board of Directors. The President/CEO shall also be responsible for all expenditures approved by the Board of Directors. The President/CEO shall have full voting rights.
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