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HEARD COUNTY
CHAMBER OF COMMERCE
Articles of Incorporation
ARTICLE I
Organization
1. The name of this organization shall be the Heard County Chamber of Commerce, Incorporated.
2. The Heard County Chamber of Commerce is organized for the purposes of advancing the commercial, industrial and civic interests of Heard County and its trade area.
3. The Chamber shall be nonpartisan, non-sectional, and nonsectarian and shall take no part in, or lend its support to, the election or appointment of any candidate for public office.
ARTICLE II
Membership
1. Any reputable person, association, corporation, partnership or estate shall be eligible for membership in the Heard County Chamber of Commerce.
2. Each member shall pay membership dues set per annum at such rates, schedule or formula as prescribed by the Board of Directors meeting in open session. Election to membership shall require the affirmative vote of the Board of Directors. Dues are payable annually.
3. a. Any person, firm, association or corporation eligible to membership may acquire more than one membership undertaking to pay annual dues of each such membership and may designate an individual to represent each such membership, subject to approval of the Board of Directors.
b. In the event of a vacancy on the Board of Directors, nominations shall be accepted from the current Board of Directors on the nomination form by the officers (Chairperson, 1st Vice Chairperson, 2nd Vice Chairperson, Secretary) no later than 15 days before the next monthly meeting of the board. The officers shall submit two names to the board as eligible for the election no less than seven (7) days before the next monthly meeting with the election to be held at that meeting.
4. Any person, firm, association or corporation maintaining two or more enterprises within the same immediate family, may not hold a single membership with full representation of both entities within the Chamber. Those who held a membership prior to October 24, 2006 will be grandfathered in.
1. Any member becoming delinquent in payment of dues for a period of three months shall be dropped from membership.
2. Resignation or termination of membership shall be by written notice to the chamber staff.
5. Any person, firm, association or corporation holding one or more memberships shall have the right at any time to change any or all of its representatives upon written notice to the Chamber.
6. Distinction in public affairs shall confer eligibility to honorary membership. Honorary membership shall include all the privileges of active membership, except that of holding office, with exemption from the payment of dues. Election to honorary membership shall require affirmative vote of the Board of Directors.
ARTICLE III
Board of Directors
1. The government of the Chamber and the direction of its work shall be vested in a Board of Directors consisting of fifteen members, one-third of whom shall be elected annually for a term of three years, as hereinafter provided. The Directors shall have power to fill all vacancies on the Board. They may adopt rules for conducting the business of the Chamber and set policy overseeing the daily operations of the Chamber and its staff. They shall meet not less frequently than once a month, at such time and place as will be determined by them.
At the initial election of the Board of Directors, five shall be elected for one year, five for two years, and five for three years.
2. The Board of Directors shall be elected at the annual meeting of the Chamber or at a special meeting called for that purpose.
3. A Nominating Committee of not less than three members shall be appointed by the Chairman thirty days prior to the election, whose duty it shall be to nominate from the membership of the Chamber to be voted on for members of the Board of Directors as there are vacancies on the Board to be filled. The Nominating Committee shall file a list of the nominees recommended with the President not later than fifteen days before the election. Other nominations than the ones recommended by the Committee may be made by any member from the floor, or by filing name of the nominee with the President.
4. The President shall mail to all members of the Chamber, ten days prior to the election, a list of the nominees recommended by the nominating committee and any other nominees filed.
5. Absence from three consecutively scheduled Board of Directors meetings or from five scheduled Board of Directors meetings in any one calendar year, except for emergencies beyond the control of the Board member, will constitute automatic resignation from the Board of Directors. The Board of Directors shall act on written requests from Board members for absences due to emergencies beyond the control of the member and must approve same.
6. Attendance/Participation at the Chamber’s July 4th Event or Taste of the Chattahoochee is mandatory for all board members. Absence from either the July 4th event, Taste of the Chattahoochee and two or more other special events will result in an automatic resignation from the Board of Directors.
7. Members of the Chamber accepting appointment as a member of the Board of Directors shall act in good faith in carrying out the necessary duties of their office. Failure to abide by the guidelines herein and duly developed requirements of the Board of Directors meeting in open session may be grounds for removal from the Board of Directors.
8. Board members may request to resign their positions as such and still remain members of the Chamber in good standing. Resignation requests must be made in writing to the chamber staff who will present such requests to the Board of Directors and must approve same.
ARTICLE IV
Officers
1. The Directors shall meet and elect as officers for the ensuing year, a Chairperson, 1st Vice-Chairperson, 2nd Vice-Chairperson, and Secretary. The Chairperson, 1st Vice-Chairperson, 2nd Vice-Chairperson, and Secretary shall be elected from the members of the Board of Directors.
2. Term Limits and Succession of Officers (Chairman, 1st Vice-Chairman, 2nd Vice-Chairman, Secretary)
The board of directors shall annually nominate and
elect at its December (or last meeting of the
year) the offices of Chairperson, 1st Vice-Chairperson,
2nd Vice-Chairperson, Secretary.
Officers shall be elected for a one year term in their
respective offices with the option to serve two years in
their respective office if the board of directors
approves a second one year term. Each officer may
serve only two consecutive years in a particular office.
The officers of the board of directors shall succeed one
another in the following manner (including a vacancy in
any office during the term) with terms beginning
January 1 and ending December 31.
1st Vice-Chairperson is promoted to Chairperson
2nd Vice-Chairperson is promoted to 1st Vice-
Chairperson
Secretary is promoted to 2nd Vice-Chairperson
New Secretary is to be elected from the members of
the board of directors.
3. The Board of Directors shall establish the position of President to be held by the Chief Executive Officer, formerly titled Executive Director, responsible for the day-to-day operations of the Chamber of Commerce. The Treasurer shall be the President of the Chamber.
4. The Chairman shall preside at all meetings of the Chamber and of the Board of Directors, and perform all duties incident to this office; and, shall, subject to the approval of the Board of Directors appoint all committees and shall be an ex-officio member of all committees.
5. The 1st Vice-Chairman shall act in the absence of the Chairman. In the absence of both the Chairman and Vice-Chairman, 2nd Vice Chairman or a member of the Board of Directors shall be chosen to act temporarily.
6. The Secretary shall attest all official correspondence and documentation, execute all records of proceedings of the Chamber and of the Board of Director’s meetings including attendance, and oversee
the transmittal of official reporting to the membership.
7. The Treasurer shall receive and disburse the
funds of the Chamber. No disbursements shall be
made unless they shall have been authorized and
ordered by the Board of Directors. The Treasurer
shall make reports to the Board of Directors quarterly,
which may at its discretion, require acceptable bond, in
such sum as the Board may determine, for the faithful
performance of duties.
ARTICLE V
Committees
1. The Board of Directors shall authorize and define the powers and duties of all committees.
2. The Chairman shall appoint all committees, subject to confirmation by the Board of Directors.
3. Committee Chairpersons and Assignments
The officers of the board of directors shall constitute
the Annual Dinner Committee and shall plan events,
secure dining arrangements and entertainment, make
appointments and requests of other board of directors
members for the Annual Dinner, select a date, time,
and theme, and other matters pertaining to the Annual
Dinner. The chairperson of the board of directors shall
serve as chairperson of the Annual Dinner committee
and will report to the board of directors the progress of
the committee as needed. The chairperson shall
appoint another officer of the board of directors to
serve as a chairperson for the following committees on
an annual basis: Independence Day Celebration,
Millennium Club Golf Tournament, Taste of a
Chattahoochee Christmas, and the Old Town
Chattahoochee Festival. Each member of the board of
directors shall be appointed to one of the above
named committees by the board of directors at their
January meeting (or first meeting of the year). The
officers shall meet before the January (or first
meeting of the year) to determine committee
assignments. Preferences for committee assignments
may be expressed to the officers with priorities for
committee assignments being determined by seniority
on the board of directors.
ARTICLE VI
Meetings
1. The Board of Directors may provide for holding membership meetings whenever it may be considered necessary or desirable.
2. The Board of Directors shall call a membership meeting upon petition signed by not less than ten (10%) percent of the membership.
3. The annual meeting of the Chamber shall be held as soon as practicable after the close of the fiscal year, at a time and place to be determined by the Board of Directors.
4. Members present shall constitute a quorum at all meetings.
5. The President shall notify all members of time and place of membership meetings not less than two (2) days prior to such meetings.
ARTICLE VII
Fiscal Year
1. The fiscal year shall end the 31st day of December.
ARTICLE VIII
Parliamentary Procedure
1. All questions of parliamentary procedure shall be determined according to the latest edition of Roberts’ Rules of Order.
ARTICLE IX
Amendments
1. These by-laws may be amended by two-thirds vote of those present at any regular or special meeting the Chamber of Commerce, provided notice of the proposed change(s) shall have been given all members not less than ten days prior to such meeting.
Adopted - January 1, 1959
1st Amendment - July 11, 1985
2nd Amendment - January 31, 1989
3rd Amendment - October 24, 1989
4th Amendment - January 15, 1995
5th Amendment - January 8, 1999
6th Amendment – January 10, 2003
7th Amendment – January 9, 2004
8th Amendment – October 24, 2006
9th Amendment – December 13, 2007
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