The mission of the Gaylord Area Chamber of Commerce is to support business development of our members for a stronger community.
(Amended and Updated on February 24, 2009)
Section 1: The name of this organization shall be the Gaylord Area Chamber of Commerce with offices in Gaylord, hereinafter in these Bylaws known as the Chamber.
Section 1: The Chamber is organized for the purpose of advancing the Mission statement as time to time adopted by the Chamber Board of Directors.
ARTICLE III-LIMITATIONS OF METHODS
Section 1: 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 as amended.
Section 1: ELIGIBLES
A. Any sole-proprietor, business, association, corporation, partnership or estate, which has an interest in the objectives of the organization, shall be eligible to apply for membership.
B. Each member firm shall designate a “Member Representatives,” who shall be the key contact person for the Chamber and who shall be primarily responsible for the member firm’s vote in any Chamber election. Each member firm shall have the right to change its Representative upon written notice.
Section 2: CLASSES OF MEMBERS
There shall be five classes of memberships:
A. Active – Eligibles located within the area served.These members shall pay dues based on active membership, have voting rights, and all other privileges attached to full Active members.
B. Associate Members – Eligibles located outside the area served. These members shall pay dues based on Associate Membership.They shall have no voting rights.The Board of Directors shall determine services offered these members (i.e. Blue Cross Insurance, referrals, etc.).
C. Honorary Members – (Refer to Article IV, Section 10)
D. Non-Profit – A non-profit organization shall be allowed to apply for membership in the Gaylord/Otsego County Chamber of Commerce. These members shall pay dues based on a Non-Profit Membership.They shall have no voting rights, and the Board of Directors shall determine services offered these members (i.e. Blue Cross Insurance, referrals, etc.).
E. Retired Businessmen & Women – A retired businessman or woman will be allowed to apply for membership in the Gaylord/Otsego County Chamber of Commerce.These members will pay dues based on Non-Profit Membership.They will have no voting rights, and the Board of Directors will determine services offered these members (i.e. Blue Cross Insurance, referrals, etc.).
Section 3: ACCEPTANCE
Applications for membership shall be in writing, on forms provided for that purpose, signed by the applicant, and reviewed by the Membership Committee. Membership shall be at the discretion of the Board of Directors.Any applicant so accepted shall become a member upon payment of regularly scheduled investment dues as provided in Section 4 of Article IV.
Section 4: INVESTMENTS (DUES)
A. The Board of Directors shall determine the rate or rates for membership investments.These rates will reflect Active, Associate and Non-Profit memberships.Investments are payable in advance of January each year.
Chamber privileges shall not be extended to any member who has not paid their membership investment or is delinquent in their membership investment as prescribed herein unless otherwise deemed by the Board of Directors.
B. Membership Dues Refunds:Annual dues may be refunded, with Board approval, provided a request is submitted in writing within 60 days of membership initiation.
Section 5: TERMINATIONS (RESIGNATION, EXPULSION, DELINQUENCY)
A. Any member may resign from the Chamber upon written request to the Board of Directors.
B. Any member shall be expelled by the Board of Directors by a two-thirds vote for nonpayment of investment after sixty (60) days from the date due, unless otherwise extended for good cause.
C. Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled or special 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 6: VOTING
In any proceeding in which voting by members is called for, each active member in good standing shall be entitled to cast one vote.Only “Membership Representatives” may vote on any issue which comes up for action (See Article IV, Section 1-B).
Section 7: REINSTATEMENT
On written request signed by the former member and filed with the Board of Directors and approved by a two-thirds vote of the Board of Directors, a member shall be reinstated provided all past debts owed the Chamber of Commerce (within 2 years of reinstatement) are paid.
Section 8: NON-ASSIGNABILITY
Membership in the Chamber shall not be assigned or otherwise transferred without the consent of the Board of Directors.
Section 9: ORIENTATION
From time to time, orientation on the purposes and activities of this organization shall be conducted for directors, committee members, members and new members.These orientations will take place at the discretion of the Board of Directors.
Section 10: HONORARY MEMBERSHIP
Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of Active 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 V- MEETINGS
Section 1: ANNUAL MEETING
The annual meeting of the corporation, in compliance with State law, shall be held during February of each year.The time and place shall be fixed by the Board of Directors and notice mailed to each member at least ten (10) days before said meeting.
Section 2: ADDITIONAL MEETINGS
A. The Chairman/Chairperson may call special meetings of the Chamber at any time, or upon petition in writing of 10% of members in good standing.Notice shall be mailed to each member at least five (5) days prior to such meetings.
B. Board meetings may be called by the Chairman/Chairperson 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 may be called at any time by the Chairman/Chairperson, respective department Vice Chairman/Chairperson, or by the committee’s chairman.
Section 3: QUORUMS
At any duly called general meeting of the Chamber, 5% of members shall constitute a quorum; at a Board of Directors meeting, 51% of 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, MINUTES
Written notice of all Chamber meetings must be given at least five (5) days in advance unless otherwise stated.An advance agenda and minutes must be prepared for all meetings when appropriate.A detailed outline for preparation of both shall be a part of the organization’s procedures manual.
Section 5: INFORMAL ACTION BY MEMBERS
Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of the members, may be taken without a meeting if a quorum of the members entitled to vote with respect to the subject matter consent to the taking of said action.
Section 6: PROXIES
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after two months from the date of its execution, unless otherwise provided in the proxy.
Section 7: VOTING BY MAIL
Where directors or officers are to be elected by members, such election may be conducted by mail in such a manner as the Board of Directors shall determine.
ARTICLE VI – BOARD OF DIRECTORS
Section 1: GENERAL POWERS
The affairs of the corporation shall be managed by its Board of Directors.
Section 2: COMPOSITION OF THE BOARD
The Board of Directors shall be composed of nine (9) voting members.One third of the nine (9) voting members shall be elected each year to serve for three (3) years or until their successors are elected and have qualified.In addition, two (2) at-large members may be recommended by the Chairman/Chairperson of the board to serve one-year terms with voting rights, subject to Board approval.The Chief Executive Officer shall serve the Board in a non-voting advisory capacity.
Section 3: SELECTION AND ELECTION OF DIRECTORS
A. Nominating Committee – At the regular July meeting, the Chairman/Chairperson shall appoint, subject to approval by the Board of Directors, a Nominating Committee of no less than three (3) members of the Chamber. The Chairman/Chairperson shall designate the chairman of the committee.
B. Upon appointment of the Nominating Committee, the Chief Executive Officer shall notify the entire membership by mail of whom makes up the Nominating Committee and the members right to petition for nomination as candidates.
C. All candidates must be a member or employee of a member in good standing and must have to have agreed to accept the responsibility of directorship.No discrimination shall be made based on religion, age, sex, national origin, or handicap.
D. At the regular August meeting of the Board of Directors, the Nominating Committee shall submit a slate of director candidates to the Board for approval.This slate may consist of at least one more candidate than Board vacancies to be filled.The Chief Executive Officer shall cause ballots to be prepared and mailed to all members eligible to vote during the month of September.These ballots can provide an opportunity for “write in” candidates if the Board of Directors deems necessary.
Section 4:SEATING OF NEW DIRECTORS
All newly elected and appointed Board members shall be seated at the regular January Board meeting and shall be participating members thereafter.
A. Once elected to the Board of Directors, Board members must remain “Chamber members in good standing” throughout their term on the Board; that is, they must be employed by a Chamber member in good standing.If a board member becomes unemployed during their term on the Board, they will have ninety (90) days to reestablish “member in good standing” status by becoming employed by a Chamber member.If after ninety (90) days they have not reestablished such employment, they will be automatically dropped from membership on the Board.If they should go to work for a non-Chamber member business, they will have thirty (30) days from their new employment date to secure Chamber membership status for their new employer; otherwise their membership on the Chamber Board will be automatically dropped.If a board member retires during their term on the Chamber Board, they will be allowed to remain on the Board for the remainder of the current calendar year, at which time they will be required to resign.
Section 5: VACANCIES
A member of the Board of Directors absent from three (3) consecutive regular meetings of the Board of Directors 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 officers, shall be nominated and filled by the Board of Directors by a majority vote and shall serve for the unexpired term of his/her predecessor in office.
Section 6: POLICY (Statements of position on issues)
The Board of Directors is responsible for establishing procedure formulating policy of the organization. It is 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 7: MANAGEMENT
The Board of Directors shall employ a Chief Executive Officer and shall fix the salary and other considerations of employment.
Section 8: COMPENSATION
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board.Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Section 9:PROGRAM OF WORK
The Board of Directors shall develop and approve a yearly program of work.
ARTICLE VII – OFFICERS
Section 1: OFFICERS
The officers of the Chamber shall be Chairman/Chairperson, Vice-Chairman/Chairperson and Treasurer. Officers will be elected from the Board of Directors.
Section 2: OTHER OFFICERS
The Board of Directors may elect or appoint such other officers as it deems desirable for the smooth operation of the Chamber.
Section 3:TERM OF OFFICE
All duly elected officers shall take office upon their election and serve for a term of one (1) year or until their successors assume the duties of office. Any additional appointed or elected officers shall serve until their next regular January meeting and assume the duties of office.All officers are voting members of the Board of Directors.
Section 4: RESIGNATION/REMOVAL OF OFFICERS
Any officer elected/appointed by the Board of Directors can be removed by a two-thirds vote of the Board of Directors whenever it is in the best interest of the Chamber to call for such removal. Removal as an officer does not necessarily constitute removal from the Board of Directors.In the event of an officer resigning, the Executive Board shall determine a nominee to fill the vacated term.A simple majority vote of the Board of Directors shall confirm the appointment.
Section 5: ELECTION OF OFFICERS
A. Time – At the regular January Board meeting, the Directors shall meet and elect officers for the ensuing term.
B. Procedure – The election will be by secret ballot with the successful candidate being the nominee that receives a majority.If no nominee receives a majority, then a run-off election shall be held between the two nominees receiving the highest number of votes.
Section 6: DUTIES OF OFFICERS
A. Chairman/Chairperson – The Chairman/Chairperson 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 Board.The Chairman/Chairperson shall also appoint committees as provided in these by-laws.Additional duties include:
- Provide leadership to Chief Executive Officer and Chamber Board
- Represent Chamber Board to public/membership/media
- Facilitate monthly Board meetings
- Facilitate yearly Board meetings
- Facilitate and lead strategic plan (yearly and three to five year plan)
B. Vice Chairman/Chairperson – The Vice Chairman/Chairperson shall exercise the powers and authority and perform the duties of the Chairman/Chairperson in the absence or disability of the Chairman/Chairperson.Additional duties include:
- Oversee and review all Chamber staff compensation
- Oversee all committees and ambassadors
C. Treasurer – The Treasurer is responsible for overseeing all budgeting and financials of the Chamber.The Treasurer will provide leadership and guidance to the Chief Executive Officer on the budgeting process and all Chamber financial statements.
D. Chief Executive Officer – The Chief Executive Officer shall be the chief administrative and executive officer of the corporation.The Board of Directors shall determine the title of the position, choosing from either (a) President & CEO or (b) Executive Director.The Chief Executive Officer shall:
- Serve as recording secretary to the Board of Directors, and cause to be prepared notices, agendas and minutes of meetings of the Board.
- Serve as advisor to the Chairman/Chairperson and shall cause to be prepared the special reports as directed by the program of the Chamber.
- Be a member of the Board of Directors, the Executive Boardand all committees.
- Be responsible for hiring, discharging, directing and supervising all employees.
- Be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to approval of the Board of Directors.
- Be responsible for all expenditures within approved budget allocations.
The Executive Board shall review the performance of the Chief Executive Officer on an annual basis.
ARTICLE VIII – INDEMNIFICATION
Section 1: The corporation shall indemnify its directors, officers, employees, agents and non-director volunteers, as that term is defined in the Michigan Non-Profit Corporation Act (the “Act”), to the full extent authorized or permitted to corporations by the Act or any future amendments to the Act or by any successor provisions of the Michigan law.
ARTICLE IX - COMMITTEES
Section 1: APPOINTMENT AND AUTHORITY
The Chairman/Chairperson, with assistance and counsel of the Executive Board shall appoint all committee and committee chairpersons subject to approval of the Board of Directors.The Chairman/Chairperson may appoint such ad hoc committees and task forces and their chairpersons as deemed necessary to carry out the program of theChamber.Committee appointees shall serve at the will and pleasure of the Chairman/Chairperson and shall serve concurrent with the term of the appointing Chairman/Chairperson, 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.Each committee/task force shall consist of one or more directors, and one or more at-large representatives from a Chamber member business.
Section 2: LIMITATION OF AUTHORITY
Unless otherwise provided in these by-laws, no action by any member, of any committee, task force, arm, 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.Committees shall be discharged by the Chairman/Chairperson when their work has been completed and their reports accepted, or when, in the opinion of the Board, it is deemed wise to discontinue the committee.
Section 3: ARMS OF THE CHAMBER
The Board of Directors may create such “Arms of the Chamber” as it deems advisable to handle work of the Chamber.The Board shall authorize and define the powers and duties of all such “arms.”The Board shall annually review and approve all activities and proposed programs of its arms, including collection and disbursement of funds.A representative from each “arm” of the Chamber shall appear in front of the Board at least once during the fiscal year for review. No
action or resolution of any kind shall be taken by arms having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.
Section 4: EXECUTIVE BOARD
A. The Executive Board will be made up of the Chairman/Chairperson, Vice Chairman/Chairperson, Treasurer, Immediate Past Chairman/Chairperson and the Chief Executive Officer.
B. The Executive Board 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.
- Be ultimately responsible for matters of personnel and finance for the Chamber.
- Provide direction and support to the Chief Executive Officer in matters of Chamber policy and procedure.
- May grant reasonable amounts of money for special work within budget allowances to any committee.
ARTICLE X – DISBURSEMENT
Section 1: Upon approval of the budget, the Chief Executive Officer of the Executive Board or in the absence of the Chief Executive Officer, any two members of the Executive Board 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, and two authorized members of the Executive Board of the Board of Directors must sign every check.
ARTICLE XI – BUDGET
Section 1: As soon as possible after the annual meeting of the year, the Executive Board shall compile a budget of estimated expenses and submit to the Board of Directors.As passed by the Board of Directors, with or without modification, this budget shall be the appropriation measure of the Chamber.No budget item may exceed its appropriation without the consent of the Board of Directors.
Section 2: The finances of the Chamber shall be handled by the Executive Board and the Treasurer.Operating and all other expenses and funds shall be provided by membership investments as herein before specified and from such fund-raising campaigns, by subscription and pledge, or such other lawful means, as shall from time to time be deemed advisable or expedient by the Board of Directors.
Section 3: The fiscal year shall be the calendar year.
ARTICLE XII – PARLIAMENTARY PROCEDURE
Section 1: The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts’ Rules of Order.
ARTICLE XIII – AMENDMENTS
Section 1: These by-laws may be amended or altered by the majority vote of those present at any regular or special meeting of the Chamber.Any proposed amendment shall be submitted to the membership in a manner determined to provide reasonable notice and at least 10 days in advance of such meeting.
ARTICLE XIV – DISSOLUTION
Section 1: In the event of dissolution, all assets of the then existing Gaylord/Otsego County Chamber of Commerce shall revert back to the City of Gaylord.