Chamber Bylaws | Carsonchamber

BYLAWS

CARSON AREA CHAMBER OF COMMERCE

ARTICLE I

GENERAL

Section 1: Name and Address. This organization is incorporated under the laws of the State of California and shall be known as the CARSON AREA CHAMBER OF COMMERCE (the "Chamber") and the principal office shall be located in the City of Carson, California.

Section 2: Purpose. The mission of the Chamber is to create and sustain an environment that enhances, promotes and develops the economic vitality of the business community in the greater Carson area.

1. More specifically, the chamber is organized to achieve the objectives of preserving the competitive enterprise system of business by creating:

(A) a better understanding and appreciation of the businessmen/businesswomen, and a concern for their problems;

(B) a more intelligent business and public opinion regarding city, county, state and national legislative and political affairs;

(C) a forum for preventing controversies which are detrimental to expansion and growth of business and the community, or adjusting them if they arise; and

(D) a greater appreciation of the value of a more liberal investment of substance and self on behalf of the interests of competitive business.

2. Additionally, the Chamber is organized to promote business and community growth and development by:

(A) promoting economic programs designed to strengthen and expand the income potential of all classifications of business within the Carson trade area;

(a) promoting programs of a civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community; and

Section 3: Limitation of Methods. The Chamber shall observe all local, state and federal laws which apply to a nonprofit organization as defined in Section 50l(c)(6) of the Internal Revenue Code.

ARTICLE II

MEMBERSHIP

Section 1: Eligibility. Any person, association, corporation or partnership having an interest in the objectives of the Chamber shall be eligible for Chamber membership.

Section 2: Election. Applications for Chamber membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Election of members shall be by the affirmative vote of the majority of the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment.

Section 3: Investments. Membership investment (dues) shall be at such a rate or rates, schedule or formula as may from time to time be prescribed by the Board of Directors, payable annually in advance.

Section 4: Representation. Any person, association, corporation or partnership, upon becoming a member of the Chamber, may then designate an individual of said association, corporation or partnership to represent the association, corporation or partnership in all matters concerning the Chamber. Any person, association, corporation or partnership shall be entitled to cast but one (1) vote only, regardless of the number of memberships owned.

Section 5: Termination of Membership. (a) Any member may resign from the Chamber upon written request to the Board of Directors; a) any member shall be terminated by the Board of Directors by a majority vote for non-payment of dues after ninety (90) days from the due date, unless otherwise extended for good cause; (c) any member may be terminated by a majority of vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the alms or repute of the Chamber. If the Board of Directors by two-thirds (2/3) vote determines that termination is warranted, the member to be terminated shall be given fifteen (15) days’ notice of the intended termination by first class mail, postage prepaid, addressed to the member at his/her last address shown on the records of the Chamber. Any written response of the member in light of such termination may be considered by the Board of Directors at its sole discretion.

ARTICLE III

MEETINGS

Section 1: Place of Meetings. Meetings of members shall be held at any place designated by the Board of Directors.

Section 2: Annual Meeting. The annual, regular meeting of the Chamber shall be held during the fiscal year; the place and hour to be designated by the Board of Directors.

Section 3: Special Meetings. Special meetings of members may be called by a quorum of the Board of Directors, the Chair of the Board, or by five percent (5%) or more of the members, by written request (except when called by the Board of Directors) delivered in person or mailed by first class mail, addressed to the Chair, the Chair-Elect, or the President/CEO of the Chamber. The request shall specify the time desired for the meeting, not less than thirty-five (35) or more than ninety (90) days after the receipt of the request and shall also state the general nature of the business proposed to be transacted at the meeting.

Section 4: Notice of Meetings. All notices of meetings of the members shall be communicated not less than ten (10) or more than ninety (90) days before the date of the meeting. The notice shall specify the place, date and time of the meeting, and (a) in case of a special meeting, the general nature of the business to be transacted, or a) in the case of the regular annual meeting, those matters that the Board of Directors, at the time of giving the notice, intends to present for action by the members. If action is proposed to be taken at any meeting for approval of (a) removal of directors from office, a) filling vacancies on the Board of Directors, (c) approval of contracts between the Chamber and a Director or a corporation, firm or association in which a Director is also a director, or (d) amendment of the Articles of Incorporation, the notice shall also state the general nature of the proposal. Notice shall also be given by delivery in person or by mail addressed to the member at the address appearing on the books of the Chamber or given by the member to the Chamber for the purpose of the notice . If there is not any such address, the notice shall be held for the member in the Chamber office.

Section 5: Record for Date of Notice. Members at the close of business on the business date preceding the day on which notice is given, and who are entitled to vote at the meeting, are entitled to notice of a meeting of members, subject to the power of the Board of Directors to fix a different record date.

Section 6: Quorums.

(A) At a duly called meeting of the Chamber, five percent (5%) of the members shall constitute a quorum.

(B) Fifty percent (50%) plus one (1) of the existing Board members at a duly called meeting constitutes a quorum of the Board of Directors.

(C) At committee meetings, a majority shall constitute a quorum except that when a committee consists of more than nine (9) members, five (5) shall constitute a quorum.

ARTICLE IV

BOARD 0F DIRECTORS

Section 1: Board of Directors.

(A) The government and policy making responsibilities of the chamber shall be vested in a Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.

(8) The Board of Directors shall be composed of twenty-one (21) members, seven (7) of whom shall be elected annually to serve for three (3) years, or until their successors are elected and have qualified. It is understood that at the time these revised Bylaws are adopted, the total number of Directors exceeds the number authorized.

(D) The immediate past-Chair shall be a voting member of the Board of Directors. Any ex-officio Board member shall have no vote but shall serve in an advisory capacity only.

Section 2: Election of. Directors.

(A) Directors shall be elected by the entire voting membership, each member of the Chamber in good standing being entitled to one (1) vote. Any member in good standing may furnish a written request delivered in person or mailed by first class mail, addressed to the Chair, the Chair-Elect, or the President/CEO of the Chamber office of his or her desire to be placed on the ballot as a candidate for election to the Board of Directors, provided that such member is not otherwise disqualified by a prior term limitation set forth in the Article V.

(8) Not later than March 15 of each year, the Executive Committee shall prepare a ballot of at least seven (7) members, consisting of those members who identify themselves as candidates for the position of member of the Board of Directors. A copy of the Executive Committee's report and ballot listing such candidates shall be mailed to each member of the Chamber not later than April 1 of each year.

(C) Directors shall have been elected by April 15 of the current year and shall take office on July 1 of the new fiscal year.

(D) A Director who fills a vacancy on the Board of Directors shall serve the remaining term of that vacancy and it shall be counted as one (1) full term.

Section 3: Officer Nominations. The Nominating Committee shall be appointed by the Chair not later than April 1 of each year, consisting of two (2) currently active Past-Chairs and three (3) other members of the Board of Directors. The immediate Past-Chair shall be designated as Chair of the Nominating Committee. The Nominating Committee shall nominate officers as set forth below in Article V.

Section 4: Judges. The Chair shall appoint three (3) members to act as judges of the election who shall count all ballots received by the Chamber at its office by noon on the date of election. Nominees receiving the highest number of votes shall be declared Directors. In the event of a tie vote, the election shall be determined by lot undewsxxxxxxr the direction of the judges of election.

Section 5: Vacancies.

(A) The seat of any officer or Director who shall be absent without reasonable excuse from three (3) regular consecutive meetings of the Board of Directors may be deemed vacant, at the discretion of the Board of Directors by a majority vote of those voting at any meeting thereof.

(B) If vacancies on the Board of Directors are to be filled after May 1, vacancies shall be filled by a majority vote of he Board of Directors.

(C) Vacancies of officers on the Executive committee shall be filled by the Board of Directors by a majority vote. Candidates are to be chosen from the existing Board of Directors.

ARTICLE V

OFFICERS

Section 1: Election of Officers. The Nominating Committee shall nominate officers each year for submission to the Board of Directors.

As soon as reasonably possible following the Board election and prior to the Inaugural Gala (if such an event is held) the new Board of Directors shall elect from its members or committee members, a Chair and five (5) Vice Chairs:

(1) Vice Chair of Economic Development: Responsible for serving as a liaison to Carson area government and community agencies and organizations to support economic development consistent with the Chamber's mission as set forth in Article 1. Section 2.

(2) Vice chair of Leadership Carson: Responsible for implementing the Leadership Carson Program which enables participants to develop personal leadership skills while introducing and explaining important aspects of local government, community organizations and educational institutions in the Carson area.

(3) Vice chair of Special Events: Responsible for implementing all chamber events proposed by the Executive Committee, which events are to be promoted and held with the support and assistance of Chamber staff, volunteers, professionals, and the Board of Directors.

(4) Vice chair of Legislative Affairs: Responsible for tracking relevant local, state and federal legislation and taking positions consistent with the Chamber's mission as set forth in Article I. Section 2.

(5) Vice Chair of Strategic Initiatives: Responsible for proactively identifying and responding to new initiatives that promote the growth of the Chamber consistent with its mission identified in Article I, Section 2.

The Chair shall appoint the Treasurer who may serve more than one (1) term at the discretion of the Chair.

Section 2: Chair.

(A) The chair shall preside at all meetings of the Board of Directors and shall perform all duties incident to his/her office and advise such action as might be deemed by him/her likely to increase the usefulness of the Chamber. He/she shall be an ex-officio member of all committees.

(B) At their first meeting, the Executive committee shall designate one other officer to perform the duties of the Chair in the absence or inability of the Chair to act, and he/she shall be designated Chair-elect.

There shall be no term limits for any officers.

Section 3: President and Chief Executive Officer. The President/CEO shall be chief administrative and executive officer reporting to the Board of Directors and shall be charged with the general supervision and management of the office and business affairs of the Chamber. He/she shall be Secretary of the Corporation, act as agent for service of process, and shall conduct the correspondence, preserve the records, documents and communications, keep books of account, maintain an accurate record of the proceedings of the Chamber and the Board of Directors' meetings. The President/CEO shall not be entitled to vote.

Subject to the policies and practices approved by the Board of Directors, he/she shall engage and discharge and have supervision over all employees, including fixing their duties and compensation with approval of the Executive Committee.

Section 4: Vice Chair. The duties of the Vice Chair 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 Board of Directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.

Section 5: 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 approved by the Treasurer and the President/CEO, or in the absence of either or both, by any two officers. He/she shall make a full report of the financial condition of the Chamber from time to time as may be required by the Chair or the Board of Directors.

Section 6: Executive Committee. The Executive Committee shall consist of the Chair, President/CEO, all Vice Chairs, the Treasurer and immediate Past Chair.

Subject to the policies and practices of the Board of Directors, the Executive Committee shall fix the compensation of the President/CEO.

The Executive Committee shall act for the Board of Directors between meetings of the Board or in the absence of a quorum thereof.

The President/CEO shall serve on the Executive Committee without vote.

ARTICLE VI

COMMITTIES AND DIVISIONS

Section 1: Committees and Divisions. The Chair, by and with the approval of the Board of Directors, shall appoint all committees and committee chairs and may create such other divisions as will facilitate the work of the organization.

The Chair and the respective Vice Chair and the President/CEO shall be ex-officio members of all committees and divisions.

All committee and division organizations will be subject to and governed by the Bylaws.

Section 2: Limitation of Powers. 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 has been approved or ratified by the Board of Directors.

Section 3: Testimony. Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chair, or in their absence whomever he/she designates from his/her committee as being familiar with the issue, to give testimony or make presentations before civic and governmental agencies rather than members of the staff who may be in attendance.

ARTICLE VI

FINANCES

Section 1: Funds. All money paid to the Chamber shall be placed in a general operating fund, except that money subscribed or contributed for a specific purpose shall be placed in a separate fund for such purpose(s).

Section 2: Disbursements. Upon approval of the budget, the President/CEO is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Recommendations for expenditures outside the budget shall be submitted to the Board of Directors for approval. Disbursements of less than One Thousand and 00/100 Dollars ($1,000.00) shall be by check signed by the President/CEO and disbursements of One Thousand and 00/100 Dollars ($1,000.00) or more shall be signed by the President/CEO and countersigned by an officer who has been authorized by the Board of Directors.

Section 3: Fiscal Year. The fiscal year for the Chamber shall be from July 1 to June 30 of each year.

Section 4: Budget. When practicable, and before the close of each fiscal year, the Executive Committee shall compile a budget of estimated expenses for the next year to be presented at the second to the last regular meeting of the Board of Directors for the current year and shall be submitted for approval at the last regular meeting of the Board of Directors.

Section 5: Annual Audit. Unless otherwise approved by a vote of the Board of Directors, at the request of the Board of Directors, not less than once every five (5) years, the accounts for the Chamber shall be audited as of the close of business on June 30 by a Certified Public Accountant selected by the Executive Committee. The audit shall be completed by September 30 of such year. The audit report shall be presented at the October meeting of the Board of Directors for such year and formally accepted by a quorum at a duly called meeting of the Board of Directors. Upon written request, the auditor's report shall be made available to members for examination.

Section 6: Bond. The Treasurer, President/CEO and other staff employees shall be bonded in such amounts and in such manner as the Board of Directors shall deem necessary.

ARTICLE VIII

INDEMNIFICATION

Section 1: Indemnity of Agents. Every person who serves as a director, officer, employee or agent of the Chamber, and every person who serves at the request of the Chamber as director, officer, employee or agent of another entity, whether or not incorporated, shall be indemnified and held harmless by the Chamber against any reasonable expense, judgment, fine, settlement and other amounts actually and reasonably incurred in connection with any actual or threatened proceeding, whether civil or criminal, in which such person may become a party or otherwise involved because of being or having been a director, officer, employee or agent of the Chamber, or of the other entity; provided that no person shall be entitled to indemnity under this section unless there is a determination by the Board of Directors, the members, or a court that the person to be indemnified was acting in good faith and in a manner which such person reasonably believed to be in the best interests of the Chamber and that such person had reasonable cause to believe that such conduct was not unlawful.

Section 2: Legal Expenses. Expenses incurred in defending any proceeding may be advanced by the Chamber prior to the final disposition of such proceeding upon receipt of an undertaking, by or on behalf of the recipient, to repay such amount, unless it shall be determined ultimately that such person is entitled to be indemnified. Such undertaking shall be in form and amount satisfactory to the Board of Directors. This right of indemnification shall not affect any other rights to which any person may otherwise be entitled by law or contract.

Section 3: Liability Insurance. The Chamber shall procure and maintain a policy of general liability insurance with limits sufficient to meet the requirements of Corporation Code Section 5074.5.

ARTICLE IX

PARLIAMENTARY PROCEDURE

The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Robert's Rules of Order Revised.

ARTICLE X

AMENDMENTS

These Bylaws may be amended or altered by two-thirds (2/3) vote of the Board of Directors, or by a majority of the members at any regular or special meeting, provided that the notice for such meeting includes the proposals for amendments or alterations and they shall be submitted to the Board or the members in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.

ARTICLE XI

DISSOLUTION

The Chamber shall use its funds only to accomplish the objects and purposes specified in these Bylaws, and no part of said funds shall inure, 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, or philanthropic organizations to be selected by the Board of Directors.

Adopted July 5,1962

Prior Amendment July 1, 1996

Prior Amendment March 18,1997

Prior Amendment effective August 21, 2001

Amended effective May 15, 2007

Amended effective June 24, 2008

Amended effective September 19, 2023