Central Vermont Chamber of Commerce Bylaws
ARTICLE I. NAME AND SCOPE
The name of the Corporation is CENTRAL VERMONT CHAMBER OF COMMERCE, INC., sometimes referred to in these bylaws as “the Corporation” or “the Chamber.”
The primary geographic area embraced by this Corporation in its service program and development activities shall include all of Washington County and the towns of Orange, Washington, and Williamstown, which constitutes the planning and development district known as Central Vermont.
ARTICLE II. MISSION
The Mission of the Central Vermont Chamber of Commerce is to guide, inspire, and promote the best interests of the businesses and professionals of the area, and to enhance the economic, cultural, educational, and recreational opportunities of its citizens and visitors.
ARTICLE III. MEMBERSHIP
Section 1. QUALIFICATIONS - All persons, firms, and Corporations, resident in or doing business in the area, and who are interested in the mission as set forth in Article II, shall be eligible for membership.
Section 2. MEMBERSHIP APPLICATIONS - Any person, firm, or Corporation eligible for membership under these bylaws may be elected for membership upon written application. For such election a majority of votes of the Board of Directors is required.
Section 3. DUES - The membership fees shall be determined by the Board of Directors.
Section 4. RESIGNATIONS - Any member may resign their membership by notice in writing delivered to the President.
Section 5. SUSPENSION AND EXPULSION - Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination shall be violation of the bylaws or any lawful rule or practice duly adopted by the Board of Directors, or any other conduct prejudicial to the interest of the Chamber. Suspension or expulsion shall be by two-thirds vote of the entire membership of the Board of Directors, provided that a statement of the charges shall have been sent by certified or registered mail to the last recorded address of the member at least 20 days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meetings of the Board of Directors at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.
Section 6. DELINQUENCY - Failure to pay dues for ninety (90) days after being billed may result in cancellation of membership, subject to the discretion of the Board of Directors.
Section 7. TRANSFER - Memberships may be transferred by vote of the Board of Directors upon such terms as it may impose.
Section 8. REINSTATEMENT - Members may be reinstated by the Board of Directors by a two-thirds vote of the entire membership of the Board.
ARTICLE IV. MEETINGS OF THE CORPORATION
Section 1. ANNUAL MEETING - There shall be one Annual Meeting of the Corporation held each year. The Annual Meeting shall be held during the month of January unless otherwise designated by the Board of Directors. The term of office of the Board of Directors and elected Officers shall commence upon their election at the Annual Meeting.
Section 2. SPECIAL MEETINGS - A special meeting of the Corporation may be called by the Board Chair or by the Secretary, or upon petition in writing by twenty members in good standing or by five Directors. The notice of special meetings shall state the object of business of such meeting, and no other business shall be transacted at such meeting.
Section 3. QUORUM - Twenty-five (25) members shall constitute a quorum for the transaction of business at any meeting of the Corporation.
Section 4. NOTICE OF MEETINGS - Notice of meetings of the Corporation shall be given in writing to each member in good standing, stating time and place of such meeting, at least fourteen (14) days in advance of said meeting by means generally accepted by the Board.
Section 5. VOTING ELIGIBILITY - Each individual, firm, partnership, Corporation, or organization in good standing as an active member of the Corporation shall be entitled to one (1) vote at the Annual Meeting or at any meeting of the Corporation.
Section 6. VOTING - The Board Chair may give permission for members to attend regular or special meetings of the Corporation, Board of Directors, Executive Committee, Working Committees, or Task Forces by telephone, speaker phone, video conference, internet conferencing, or similar electronic communication. Members so appearing shall have all rights of those in regular appearance, including the right to vote by verbal or electronic means.
ARTICLE V. FINANCES
Section 1. FISCAL YEAR - The fiscal year of the Corporation shall be from January 1 through December 31.
Section 2. ACCOUNTS - All moneys of the Corporation shall be deposited or invested in the name of the Central Vermont Chamber of Commerce. Operations accounts are managed by the President. Investment accounts are managed by the Finance Committee, in conformance with the Corporation’s Fiscal Policy.
Section 3. FISCAL POLICY - The Corporation has a Fiscal Policy that is reviewed annually by the Finance Committee. Changes to the Fiscal Policy must be approved by vote of the Board of Directors.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. COMPOSITION - The policies and affairs of the Corporation shall be governed by a Board of Directors consisting of fifteen (15) to twenty (20) members drawn from the membership, including the President and the immediate past Board Chair. The Board Chair shall preside at meetings of the Board of Directors. The Directors shall have all the powers vested in a Board of Directors of a business Corporation.
Section 2. TERMS - Five or six Directors shall be chosen by ballot at each Annual Meeting of the Corporation for a term of three years. No Director may be elected to serve for more than two consecutive three-year terms. The term of office of Directors shall commence immediately following their election. All Directors shall continue in office until their successors shall be duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an unexpired term.
Section 3. NOMINATIONS - During the month of August of each year, the Board Chair shall appoint a Nominating Committee of five persons to nominate, in accordance with Board policy, candidates for the Board of Directors and also nominate candidates from among the Board of Directors for the Officers of the Corporation for the ensuing year. The committee shall meet not later than September 15th and shall report to the Board by October 15th. The Board shall determine whether five or six Directors are to be elected at the ensuing Annual Meeting. The committee shall report to the Board in writing, at least twenty-five (25) days before the date of the Annual Meeting, the names of the candidates it proposes, and the President shall send a copy thereof to the membership at least fourteen (14) days before the Annual Meeting by means generally accepted by the Board. The notice shall include advice that additional candidates may be nominated by written nomination signed by not less than ten members of the Corporation and filed with the President not less than five (5) days prior to the date set for the Annual Meeting. The Nominating Committee shall endeavor to choose Directors representative of the areas and interests of its members.
Section 4. REMOVAL - Any Director may be removed for cause by a two-thirds vote of the entire membership of the Board of Directors. Any Director absent from more than one-third of the Board meetings during the year may be removed from the Board. A member of the Board of Directors whose company or employer is no longer a member shall be deemed to have resigned from the Board within sixty (60) days of such event.
Section 5. VACANCIES - The Directors shall have power to fill all vacancies on the Board, whether due to resignation, removal for cause, or absenteeism. Nominations to fill vacancies shall be made by the Nominating Committee and presented to the Board to be filled by a simple vote of the Directors at any regular meeting of the Board. The person so elected shall hold office for the unexpired period of the term of office. Directors and Officers elected by the Board of Directors to complete an unexpired term of office shall upon election immediately enter into the performance of their duties.
Section 6. MEETINGS - The Board of Directors shall hold at least four regular meetings annually. Special meetings may be called at any time by the Board Chair, or by the Secretary at the request of five Directors. The Annual Meeting of the Directors shall be held on the date of, or immediately following, the Annual Meeting of the Corporation for the purpose of electing new Officers for the ensuing term and approving the Chamber Resolutions.
Section 7. NOTICE OF MEETINGS - Notice of all regular and special meetings of the Board of Directors shall be sent by means generally accepted by the Board to each Director at least forty-eight (48) hours before the time fixed for the meeting.
Section 8. RECORD OF THE MEETINGS - Minutes shall be recorded for all Board of Directors meetings, unless a motion to go into Executive Session is passed by the body. Unless specifically voted to the contrary, the President shall attend Executive Sessions of the body.
Section 9. VOTING AND QUORUM - Voting by the Board of Directors shall be by voice, by show of hands, by electronic means, or by secret ballot if so requested by any one member of the Board of Directors. A majority of the members of the Board of Directors shall constitute a quorum at all meetings of the Board of Directors. All questions presented to a meeting of the Board of Directors at which a quorum is present shall be decided by a majority of those actually voting.
Section 10. PROTECTIONS - The Chamber shall maintain a current Directors and Officers liability insurance policy to protect them from personal losses.
ARTICLE VII. ELECTED OFFICERS
Section 1. OFFICERS - The elected Officers of the Corporation shall be a Chair, Chair-Elect, Vice Chairs, a Treasurer, and a Secretary, as available and as required.
Section 2. QUALIFICATIONS AND SELECTION - All elected Officers shall be members in good standing of the Corporation and shall be elected by the Board of Directors from their number at the Board meeting immediately following the Annual Meeting of the Corporation.
Section 3. TERM OF OFFICE - The term of office for the respective Officers of the Corporation will be for one year, and shall commence immediately following their election. Officers shall continue in office until their successors shall be duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an unexpired term. Officers may be elected to succeed themselves.
Section 4. REMOVAL OF OFFICERS - Any Officer may be removed for cause by two-thirds vote of the entire membership of the Board of Directors.
Section 5. VACANCY - In case of vacancy or the temporary absence of an Officer, the vacancy or temporary absence may be filled by a majority vote of the Board of Directors.
ARTICLE VIII. DUTIES OF OFFICERS
Section 1. BOARD CHAIR - The Board Chair shall preside at all meetings of the Corporation, Board of Directors, and the Executive Committee, and shall perform all duties commonly incident to that office. The Chair shall perform such other duties and have such other powers as the Board of Directors may designate, except as the Chair shall be specifically relieved by the duties assigned to the President.
Section 2. CHAIR-ELECT AND VICE CHAIRS - The Board Chair-Elect and Vice Chairs shall have duties and responsibilities designated by the Board of Directors, and in the absence of the Board Chair, one shall preside at meetings of the Corporation, Board of Directors, and the Executive Committee.
Section 3. SECRETARY - The Secretary shall cause to be kept accurate minutes of all meetings of the Board of Directors and meetings of the Corporation, and shall perform such other duties and have such other powers as the Board of Directors may from time to time designate. In the absence of the Secretary, a Secretary Pro Tempore may be designated by the Presiding Officer.
Section 4. TREASURER - The Treasurer shall keep an account of all monies received and expended for the use of the Corporation. All sums received shall be deposited in the bank or banks approved by the Board of Directors. Disbursements shall be made as authorized by the Board in the annual budget, and such other expenditures as approved by the Board from time to time. The Treasurer shall make a report of the financial affairs of the Corporation to the Directors when requested, and shall present an Annual Report at the Annual Meeting of the Corporation. The Treasurer shall perform such other lawful duties as may be assigned by the Board of Directors. The Board may appoint one or more Assistant Treasurers to perform such duties as the Board may delegate to them. Any stated responsibilities of the Treasurer may be transferred to the President upon approval of the Board.
Section 5. SECRETARY/TREASURER - Nothing in these bylaws shall preclude the election or appointment of a Secretary/Treasurer.
Section 6. SURETY BOND - All persons authorized to receive or disburse the funds of the Corporation shall be covered by a Surety Bond to the minimum of an amount to be determined by the Board of Directors.
Section 7. TRANSPARENCY - The Central Vermont Chamber of Commerce records, funds, and other documents, with the exception of confidential reports submitted by members, shall at all times be subject to verification and inspection by the Board of Directors.
ARTICLE IX. PRESIDENT AND CHIEF EXECUTIVE OFFICER
Section 1. PRESIDENT - There shall be a President who shall be appointed by a majority vote of the Board of Directors. The President shall be the Chief Executive Officer of the Corporation, responsible for the day-to-day operations of the Chamber and the proper execution of all policies adopted by the Board.
Section 3. REMOVAL OF PRESIDENT - The President may be removed for cause by two-thirds vote of the entire membership of the Board of Directors.
ARTICLE X. EXECUTIVE COMMITTEE
Section 1. COMPOSITION AND SELECTION - The Executive Committee shall consist of the Officers of the Corporation, as well as the President and the Immediate Past Chair.
Section 2. FUNCTION - The Executive Committee shall conduct all of the business of the Corporation between meetings of the Board of Directors, shall direct the administrative work of the Corporation, but shall be subject at all times to the order of the Board of Directors. All actions voted by the Executive Committee shall be ratified by the Board of Directors at the next regularly scheduled meeting of the Board.
Section 3. MEETINGS AND QUORUM - Meetings shall be held at such times and places as fixed by the Chair. Notice of any length or type shall be sufficient for Executive Committee meetings. A majority of its members shall constitute a quorum at all meetings of the Executive Committee.
ARTICLE XI. RESIGNATIONS
Any Officer or Director, or member of the Executive Committee, may resign at any time by delivering said resignation in writing to the President. The President may resign at any time by submitting a written notice of such intent to the Board of Directors thirty (30) days prior to its effective date.
ARTICLE XII. COMMITTEES AND TASK FORCES
Section 1. PROGRAM COMMITTEES - The President and the Board Chair shall have the authority to create such Committees and Task Forces as necessary to perform such duties as may be assigned to them.
Section 2. COMMITTEE APPOINTMENT - All program committee and task force members, program committee chairs, and program committee vice chairs as appropriate shall be appointed by the President. Appointees shall be named annually after the close of each Annual Meeting, giving consideration to the advice and approval of the Board Chair. Additions to the committees may be made at any time.
Section 3. AUTHORITY - Program Committees are to be given specific job assignments that shall have been approved by the President, the Board Chair, or the Board of Directors. They are to cause to be performed such research as will bear on their job assignment, recommend a course of action to implement their task for the approval of the President, and cause to be implemented, under the President’s general review, the agreed course of action. They will make reports as may be requested by the President, Board Chair, or any member of the Board.
Section 4. RESTRICTIONS - Committee expenditures shall be authorized by the President in accordance with the annual budget.
Section 5. RECORD OF MEETINGS - Records shall be kept of the meetings and actions of the committees.
ARTICLE XIII. AMENDMENTS
These bylaws may be altered, amended, or repealed at any meeting of the Corporation by a two-thirds vote of those present, provided notice of such alteration, amendment, or repeal has been sent to the membership at least seven (7) days prior to the meeting by means generally accepted by the Board.
ARTICLE XIV. DISSOLUTION
The Corporation shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure, or be distributed, to the members of the Corporation. On dissolution of the Corporation 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.