A California Nonprofit Mutual Benefit Corporation
Tax Exempt under IRS Section 501c(6)
These by-laws shall take the place of any and all previous by-laws, and all amendments thereto, which are hereby annulled and set aside.
The Morro Bay Chamber of Commerce is a non-profit organization that promotes the communityís economic vitality, quality of life, and provides a united base for the community to advance and prosper.
1.1 This organization is incorporated under the laws of the State of California and shall be known as the Morro Bay Chamber of Commerce Incorporated, a California non-profit mutual benefit corporation, with headquarters in the city of Morro Bay, California.
2.1 The purpose of the Morro Bay Chamber of Commerce shall be to represent and assist the business community in the development and pursuit of goals, programs and objectives, which will beneficially improve the economic well being and quality of life in the Morro Bay area.
2.2 This corporation is organized and shall be administered and operated exclusively to receive, administer, and expand funds to promote and represent business interests of and improve business interests among, members of the business community.
2.3 Not withstanding any other provision of these Articles, the Morro Bay Chamber of Commerce shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501c (6) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
3.1 The Morro Bay Chamber of Commerce shall have, and continuously maintain, in the State of California a registered office and registered agent whose office is identical to such registered office. The Board of Directors (herein ďBoardĒ) may change the address of the registered office from time to time.
4.1 ELIGIBILITY. Any firm, individual, association, corporation, partnership, limited liability company, or estate, or other organization, which subscribes to, and agrees to support, the objectives of the organization shall be eligible to apply for membership.
4.2 ELECTION TO MEMBERSHIP. Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant or the chief executive officer thereof. Any applicant shall become a member upon payment of the regularly scheduled investment.
4.3 INVESTMENTS. Membership investments shall be at such a rate or rates, schedule or formula, as may be from time to time prescribed by the Board of Directors, payable annually in advance, on the first of July.
4.4 TERMINATION. Any member may resign from the Chamber upon written request to the Board of Directors.
4.5 Any member shall be expelled for non-payment of dues with sufficient notice.
4.6 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 is afforded the member.
5.1 MEETINGS. The annual meeting of the Corporation, in compliance with State law shall be held during each calendar year, the time and place shall be fixed by the Board of Directors and notice thereof presented to each member at least ten (10) days before said meeting.
5.2 SPECIAL. Special meetings of the Morro Bay Chamber of Commerce membership may be called by the Board President, or upon written request of at least five (5%) percent of the voting members. Notice of any special meeting shall be mailed to the last recorded address of each member at least ten (10) days before the appointed time for the special meeting with a statement of the place, date, time and a description of the special matter for which the meeting is called. Committee meetings may be called at any time by the President respective department or Vice President, or by the committeeís leader.
5.3 QUORUM. At any duly called general meeting of the chamber, ten percent (10%) of the members shall constitute a quorum; a majority of Directors shall constitute a quorum of the Board of Directors; at committee meetings a majority shall constitute a quorum.
5.4 PROCEDURES. All general meetings of the Morro Bay Chamber of Commerce shall be chaired by the Board President or designatee.
5.5 EXERCISE OF PRIVILEGES. Upon written notice, 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. Any transfer of membership, by reason of sale of a business, must be with the approval of the Board of Directors.
5.6 HONORARY MEMBERSHIP. Distinction in 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.
BOARD OF DIRECTORS
6.1 COMPOSITION OF THE BOARD OF DIRECTORS. The Board of Directors shall be composed of twelve (12)) members. No active member may have more than one individual on the board. One of the Directors shall be the immediate Past President of the Board. If the immediate Past President is not eligible for membership on the Board or is not reelected to the Board, that person nonetheless shall serve as an additional voting member during the year immediately following his or her term as sitting President of the Board.
6.2 QUALIFICATION FOR BOARD MEMBERSHIP. Voting members of the Board shall be members in good standing. No Director may be elected to a third consecutive term; provided however that an appointment to the Board to fill a vacancy, as herein provided, shall not constitute a term for purposes of this sentence.
6.3 TERM. Elected Directors shall serve three-year terms, such terms shall commence on January 1st following their election, and end on December 31st thereafter. Directors are eligible to serve two (2) terms unless the Director serves on the Executive Committee, in which case the Director will serve until Executive Duties are completed. One third of Board members shall be up for election each year. The term of persons appointed to fill a vacancy in the voting membership of the Board shall run to the date of expiration of the directorship they were appointed to fill.
7.1 NOMINATING COMMITTEE. At the regular July Board meeting each year the President shall present for approval a Nominating Committee, which shall consist of three to five members whom shall be voting Directors. The President shall be an advisory, non-voting member of the Nominating Committee. The membership shall be noticed of the available board positions. At the regular August meeting of the Board, the Nominating Committee shall present to the Board, for approval or modification by majority vote, a slate of qualified nominees for voting membership on the Board.
7.2 ELECTION OF DIRECTORS. Election of the Directors shall be by a vote from the membership. Nominees shall be placed on ballots that will be mailed to the last address of record for each member, ballots to be returned to the office of the Morro Bay Chamber of Commerce no later than five (5) days prior to the October Board meeting. The President shall appoint at least one (1) voting board member who is not running for his or her next term, and two (2) members not on the board of directors to validate the count of the ballots. The Chamber shall secure them for no less than one (1) year. All ballots timely returned shall be counted and the candidates receiving the greatest number of votes, up to the number of candidates needed to fill the open directorships, shall be announced to the Board at its regular October meeting, and shall be deemed elected. In case of a tie vote, the incumbent Board shall determine the issue.
7.4 SEATING OF NEW DIRECTORS. All newly elected Directors shall be seated at the regular November meeting of the Board and shall be participating members of the Board thereafter, with voting rights beginning on the next succeeding January 1st.
7.5 REMOVAL OF A DIRECTOR. An elected Director may be removed from a directorship, and the directorship declared vacant, if, by a two-thirds vote of the Directors present at a regular meeting of the Board, the Board determines that a Director has acted in a manner which is contrary to these Bylaws or materially detrimental to the purpose of the Chamber, or such Director has demonstrated a lack of attendance on the Board by missing three non-excused consecutive meetings or a total of five board meetings in one year.
7.6 VACANCIES. In the event of a vacancy created by the removal, resignation or inability to serve of any elected Director, the President may fill the vacated directorship, with a person who meets the qualifications for Directors set forth in the previous section continuing until the expiration of vacated term.
8.1 BOARD MEETINGS. The Board shall meet not less than eleven times per year, and hold additional meetings as may be called by the President. Board meeting may be called by the President or by members of the Board upon written application to the President of three (3) members of the Board.
8.2 NOTICE. Notice (including the purpose of the meeting) shall be given to each Director at least one (1) day prior to said meeting. Said meetings shall be regularly scheduled at a preannounced time and place which so far as possible is standard throughout any given year. Further, said meetings shall be held in a public place, open alike to the general public and the membership.
8.3 QUORUM. Six voting members of the Board of 12 or a majority of the then current Board shall constitute a quorum for transacting business. A meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors, provided that any action taken, other than adjournment of the meeting, shall require the vote of at least the majority specified in these Bylaws of the number required to constitute a quorum.
8.4 CLOSED SESSION MEETING. Meeting to discuss confidential matters, such as personnel, shall be closed to non-Board members. Proceeding shall be kept confidential.
No Old Content
9.1 DUTIES AND AUTHORITIES OF THE BOARD. The Board shall govern the activities and programs of the Chamber in all respects, shall have final authority over polices and budgets of the Chamber, and shall, as herein provided, employ a CEO to conduct the administration of the Chamberís activities and programs. All actions, policies and budgets of the Board shall be recorded and maintained in minutes or other appropriate records.
9.2 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.
9.2 CONDUCT OF DIRECTORS. No Director shall speak for the Board or the Chamber except in accordance with direction or policies approved by the Board. No Director shall act in any way which is contrary to the purpose of the Chamber or which brings discredit to the Chamber. No Directors shall vote, or participate in the debate, on any issue wherein there is a conflict between the interests of the Chamber and the interests of the individual Director.
OFFICERS OF THE CORPORATION
10.1 OFFICERS QUALIFICATIONS AND TERMS OF OFFICE. The elected officers of the Chamber shall be a President, President Elect, a Vice Treasurer, Membership Director, and such other Directors as the Board may from time to time determine, all of whom shall have been elected, or appointed pursuant to Section 7.6, to voting membership on the Board for terms that include their terms in these offices. These officers shall serve terms of one year commencing on January 1st and ending on the next succeeding December 31st.
10.2 ELECTION OF OFFICERS. Within five days following the regular election of new Directors, the President shall appoint three Directors, one of whom shall be the President Elect, to serve as a Nominating Committee for officers for the next calendar year. The Chief Executive Officer (CEO) shall be an advisory, non-voting member of this Nominating Committee. This Nominating committee shall select and secure the acceptance of one or more nominees for each elected officer position. The President Elect shall automatically be the nominee of the Nominating Committee for President unless the President Elect is unwilling or unable to serve. These nominations shall be presented to the Board at its regular November meeting, whereupon the Board may nominate other qualified candidates before declaring the nominations closed and proceeding to the election of the new officers either at that time or, at the discretion of the Board, the following regularly scheduled meeting. A majority of the voting members present at said meeting should be required for election.
DUTIES OF OFFICERS
11.1 PRESIDENT OF THE BOARD. The President shall preside at all meetings of the Chamberís membership, the Board and the Executive Committee, and shall, with the approval of the Board and/or in accordance with these Bylaws, or policies, budgets and programs approved by the Board, and with the advice and assistance of the CEO assign and define the duties of the officers and committees of the Chamber. The President, with the council of the CEO shall have the authority to fill board vacancies, appoint directors for, and shall assist in the selection of members to serve on, the various standing and special committees of the Chamber.
11.2 PRESIDENT ELECT (VICE PRESIDENT). The President Elect shall exercise the powers and duties of the President in the absence of the President, and shall automatically be one of the nominees for the chairpersonship in the next succeeding calendar year. The President Elect shall, with the advice and assistance of the CEO, be responsible for and oversee all planning of the Chamberís activities and programs for the year in which he or she shall serve as President.
11.3 TREASURER. The Treasurer shall chair the Chamberís Finance Committee and shall, with the advice and assistance of the CEO, oversee the performance of its responsibilities.
11.4 DIRECTOR OF MEMBERSHIP. The Director of Membership shall chair the Chamberís Membership Committee and shall, with the advice and assistance of the CEO, oversee the performance of its responsibilities.
11.5 SECRETARY. The Secretary shall be responsible for the proper making and maintenance of all official records of the Chamber, and for the preparation and submission or distribution of such reports as the law may require of the Chamber.
11.6 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be an employee of the Chamber appointed by and serving at the pleasure of the Board. The Board may, as it deems appropriate, delegate its authority over the Chief Executive Officer to the Executive Committee. The Chief Executive Officer of the Chamber, with primary responsibility for execution of the programs, policies, budgets, and activities of the Chamber in accordance with directions of the Board and/or the Executive Committee. The Chief Executive Officer, spokesperson for, and representative of, the Chamber to the public and to other bodies before which the Chamber has business, the Chief Executive Officer shall also serve as the Secretary of the Chamber in the absence of the elected secretary.
12.1 EXECUTIVE COMMITTEE. The Executive Committee shall be composed of elected officers of the Chamber, the immediate Past President, and the CEO of the Chamber. The Executive Committee shall act for, and stand on behalf of the Board when the Board is not in session, but shall be accountable to the Board for all its actions.
12.2 FINANCE COMMITTEE. The Finance Committee shall be responsible for the preparation of all budgets, which budgets shall require the approval of the Board, and for adherence to said budgets, and for all accounting and financial reporting pertaining thereto as required by law or these Bylaws or as directed by the Board. It shall consist of not less than three Directors, one of whom shall be the Treasurer. The CEO shall be an advisory, non-voting member of the Finance Committee.
12.3 MEMBERSHIP COMMITTEE. The Membership Committee shall be responsible for our Ambassadors and under the direction of the Director of Membership reporting directly to the President and the CEO.
12.4 OTHER COMMITTEES. The Board of Directors may, as it deems necessary and appropriate to the purpose of the Chamber, and with the advice of the Executive Committee, establish any other committees or task forces of the Chamber by defining the mission, responsibilities and authorities thereof.
13.1 FUNDS. All funds belonging to the Chamber shall be held in accounts in one or more banks, and accounted for in a manner, approved by the Board. Chamber funds shall be expended only for the accomplishment of the purpose of the Chamber as set forth in these Bylaws.
13.2 DISBURSEMENTS. All disbursement of funds belonging to the Chamber shall be by check, except as may otherwise be authorized by the board with respect to petty cash. The Board, upon the recommendation of the Finance Committee, shall establish written polices controlling the signing of checks for this disbursement.
13.3 FINANCIAL REPORTS. Financial reports shall be rendered to the Board, and shall be made available to all Chamber members at the office of the Chamber at any time during regular business hours. All financial reports shall include disclosure of all transactions between the Chamber and any of its officers and directors.
13.4 INSURANCE, INDEMNIFICATION. The Chamber shall acquire and pay for such insurance coverage on its assets and the conduct of its business, and for the protection of such officers, directors and employees, as shall be from time to time determined by the Board to be prudent and consistent with good business practices. Notwithstanding any decisions the Board may make in this regard, the Chamber shall provide for the indemnification of any and all of its directors and former directors, and its officers and former officers, against expenses actually and necessarily incurred by them in connection with the defense of, or any judgment arising from, any action, suit or proceeding in which any of them are named as parties by reason of being or having been directors or officers of the Chamber, except, however this indemnification shall not apply when such directors or officers are adjudged to be liable for gross negligence or intentional misconduct in the performance of duty or enter into a settlement predicated on the existence of liability of such gross negligence or intentional misconduct.
13.5 DISSOLUTION PROCEDURE. The Chamber may be dissolved upon the vote of two-thirds of the voting members of the Board, or a majority vote of the members of the Chamber, taken in either case at a regular or special meeting, or in a mail ballot, noticed and conducted in accordance with these Bylaws.
13.6 DISPOSITION OF ASSETS UPON DISSOLUTION. The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall insure, or be distributed, to the members of the Chamber. On dissolution of the Chamber any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, philanthropic, non profit business league, Chamber of Commerce or Board of Trade to be selected by the Board and defined in IRS Section 501(c) or Section 501(c) 6 and Section 23701 (e) or Section 23701 (d) of the California Revenue and Taxation Code.
14.1 PARLIMENTARY AUTHORITY. The current edition of Roberts Rules of Order shall be the final authority in all questions for parliamentary procedure, when such rules are not inconsistent with these Bylaws, for all meetings of the Chamberís membership, the Board, the Executive Committee or any committees of the Chamber.
AMMENDMENTS TO THE BYLAWS
15.1 AMENDMENT PROCEDURE. These Bylaws may be amended by a simple majority vote of the Board or by a majority vote of the members of the Chamber, in either case acting at a regular or special meeting called, or a mail ballot distributed in accordance with these Bylaws, provided the proposed amendment is set forth fully in writing in the notice of the meeting or in the mail ballot.
16.1 NOTICES. Any notice required in these Bylaws to be sent to any parties may be sent by US mail postage prepaid to the address currently listed in the records kept at the Chamber office, by e-mail provided the recipientís e-mail address is on record with the Chamber and the recipient has consented to the receipt of notices by e-mail, by facsimile provided the recipientís phone number for facsimile reception is on record with the Chamber and the recipient has consented to the receipt of notices by facsimile, or by publication in a regular Chamber publication mailed to all Chamber members. In any of these methods, the date on which the notice for the publication containing the notices is actually sent shall be deemed the date of the notice.
16.2 ACTION DEADLINES. If the deadline for action pursuant to any notice required in these Bylaws shall fall on a Sunday or a holiday recognized by the federal government, said deadline shall be extended to be the next business day thereafter.
16.3 LIMITATION OF AUTHORITY. No action by any member, committee, employee, director or officer of the Chamber shall be binding upon, or constitute an expression of a position or policy of, the Chamber unless it has been approved by the Board.