Bylaws

WOODLAND AREA CHAMBER OF COMMERCE BYLAWS

ARTICLE I – NAME

  1. The name of this organization shall be the Woodland Area  Chamber of Commerce. The organization shall hereinafter be referred to  as “The Chamber”.

  2. The principal business office of The Chamber shall be maintained in the City of Woodland, County of Yolo, and State of California.

 

ARTICLE II – MISSION STATEMENT or PURPOSE

  1. The mission of The Woodland Area Chamber of Commerce is to promote economic progress and quality of life in the Woodland community and to foster a climate in which commerce, industry and agriculture will flourish.
  2. Limitation of Methods. The Chamber of Commerce shall observe all local, state and federal laws which  apply to a nonprofit organization as defined in Section 501(c)(6) of the  Internal Revenue Code.

 

ARTICLE III – MEMBERSHIP

  1. There shall be two (2) classes of membership in The Chamber: General Membership and Honorary Membership.
  2. Any person, firm, partnership, association, organization or corporation may apply for general membership in The Chamber.
  3. An application for general membership or a nomination for Honorary Membership may be acted upon by the Board of Directors. An affirmative vote of 2/3 of those Directors in attendance shall be required to grant membership in The Chamber.
    • General Members shall be entitled to a vote, to hold office, to receive all publications of The Chamber, to utilize the facilities of The Chamber office, to serve on standing divisions, task forces or committees and to attend all regular and special meetings and to have the privilege of the floor at such meetings. Furthermore, they shall be allowed to participate in all referenda conducted by The Chamber and to display the emblem of the organization. A copy of the current By Laws shall be made available and provided to all members upon request.
    • An Honorary Member is a special status to be bestowed by the Board of Directors. Honorary members can receive all publications, utilize the facilities, and serve on standing divisions, task forces or committees and to attend all regular and special meetings and have the privilege of the floor at such meetings.
  4. One vote is allowed for each General Membership. The person designated to cast this vote shall be specifically entered upon the record of The Chamber at the time of joining The Chamber. This information will be updated annually; however, a General Member may change its designee, as it deems appropriate.
    • The Board of Directors, by affirmative vote of 2/3 of all members of the Board, may suspend or expel a member for conduct unbecoming a member or prejudicial to the aims or repute of The Chamber after due notice has been given to the member in question.  Such members will be notified by certified mail, return receipt requested or by personal service of the charges giving rise to the suspension of expulsion.
    • Any fifty (50) members in good standing of The Chamber showing cause by petition to the Board of Directors can request the expulsion of a member according to the procedure provided in Article III, Paragraph 6, sub-paragraph (a) of these By-Laws.
    • When a member shall be in default in payment of investment for a period of four (4) months from the mailing of said member`s investment renewal notice, membership shall there upon be terminated. Not withstanding the foregoing, a member shall not be considered in good standing if investment is not paid within 120 days of the receipt of renewal notice.
    • Any member, upon written notification to the Board of Directors, may resign from membership in The Chamber.
    • The death, resignation, expulsion, dissolution or closure of a business shall terminate the member`s membership and all rights incidental thereto with the exception of a business dissolution or closure which may transfer their membership to an individual status. There shall be no refund of fees or dues.
  5. Reinstatement of membership in The Chamber of an expelled or resigned member shall be made by re-application to the Chamber in accordance with Article III, Paragraph 2.
  6. A general membership in The Chamber shall not be transferable from one business to another or from one individual to another without Board approval.
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ARTICLE IV – MEMBERSHIP INVESTMENT (DUES)

  • The Board of Directors shall set the amount of General Membership investment for members in The Chamber. Annual General Membership investment for members shall be paid on an annual basis on the member`s anniversary date.
    No interest, earnings or financial return directly to members is provided as a result of the investment.

 

ARTICLE V – MEETINGS OF THE GENERAL MEMBERSHIP

  1. The general membership of The Chamber shall hold an annual meeting in the first quarter of each year at a time and place to be designated by the Board of Directors. At such annual meeting, the newly elected officers may be installed, reports of the officers of The Chamber may be considered and any other business may be transacted.
  2. Meetings of the general membership shall be held at such time and place and at such intervals as the Board of Directors may designate.
  3. Special meetings of the general membership may be called by the President or written request of five (5%) of the general members in good standing with The Chamber.
  4. The notice of each General Membership meeting, stating the time and place thereof, shall be given or mailed to the members in accordance with California Corporations Code, Section 7511.
  5. A quorum at any general meeting of the members shall consist of the President and/or the appropriate Vice President designated under these bylaws and not less than five (5%) of the general members in good standing with The Chamber.

 

ARTICLE Vl – BOARD OF DIRECTORS

  1. The Board of Directors shall be composed of no more than 21 board members plus five (5) ex-officio voting officers defined as President, Immediate Past President, First Vice President, Second Vice President and Treasurer. One third (1/3rd) of the voting Board of Directors, shall be elected annually to serve for three (3) years or until their successors have been elected and have qualified. The President shall serve as Chairperson of the Board. The Chief Executive Officer (C.E.O.) shall serve as Corporate Secretary and an ex-officio non voting member of the Board.
    The government and policy-making responsibilities of The Chamber shall be vested in the Board of Directors, which shall control property, be responsible for finances and direct affairs.
  2. Any designated representative from a general membership in good standing is eligible to hold the office of Director, however, no more than one Director per membership. In the event of multiple memberships, resulting from or due to mergers and acquisitions, each member shall be allowed to continue as a Director until the first expiring term.
  3. Should a Director change employment during their term and their new employment is not a Chamber member or they are not the designated representative/liaison of that business, that Director shall have thirty (30) days to 1) resign their Board position, 2) become the designee of their new employment or, 3) purchase a personal membership.
  4. In the event a Director is absent from three (3) consecutive meetings or four (4) regular meetings of the Board of Directors for the year, whichever is applicable, the Director`s resignation shall be deemed to have been tendered and accepted. Majority vote by the Board may over ride this provision.
  5. Vacancies on the Board of Directors shall be filled by nomination by the Membership Division and approval by the Board of Directors. Any member appointed to fill an unexpired term of a Director shall hold the office until the expiration of the original vacating Director`s term.
  6. Each member of the Board of Directors shall have one (1) vote on any matter before said Board.
  7. On written request to the Board of Directors, any person seeking indemnification under Section 7237 (b) or Section 7237 (c) of the California Corporations Code, or any subsequent legislation, the Board of Directors shall promptly determine under Section 7237 (e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237 (b) or Section 7237 (c) has been met and if it is met, the Board of Directors shall authorize indemnification. If the Board of Directors cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which the indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board of Directors shall promptly call a meeting of members. At that meeting, the General Members shall determine under Section 7237 (e) whether the applicable standard of conduct set forth in Section 7237 (b) or Section 7237 (c) has been met and if met, the members present at the meeting in person or by proxy shall authorize indemnification.
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ARTICLE Vll – MEETINGS OF THE DIRECTORS

  1. Meetings of the Board of Directors shall be held regularly at such frequency, time and place as the Board of Directors shall from time to time determine. As a matter of custom, regular meetings shall be scheduled by the President in conjunction with the Chief.  Meetings shall be open to all members unless the Board by majority vote deems otherwise
  2. Special meetings of the Board of Directors of The Chamber shall be subject to the call of the President or by five (5) Directors, provided that written notice shall be given to each Director stating the purpose of the meeting and the time and place thereof, at least twenty-four (24 hours) preceding the meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting
  3. If mailed, such notice, as defined in Article VII, paragraphs 1 and 2 shall be deemed to have been delivered when deposited in the United States mail in a sealed envelope so addressed with first class postage thereon prepaid or by electronic transmission with confirmation by return receipt. Any Director may waive notice of any meeting.
  4. At all meetings of the Board of Directors, a Director entitled to vote may vote by proxy executed in writing by the Board member or the Board member`s authorized attorney in fact. No proxy shall be valid after ten (10) days from the date of its execution unless otherwise provided for in the proxy.
  5. Any action by the majority of the Directors present at a meeting at which a quorum is present shall be the duly authorized act of the Board of Directors unless said act requires a greater number required by the law or these By-Laws.
  6. A quorum is fifty percent (50%) of the Directors plus one (1).

 

ARTICLE VIII – NOMINATION, ELECTION AND TERMS OF OFFICE OF DIRECTORS

  1. At the regular meeting of the Board of Directors in August of each year, the Chairperson of the Membership Division, with the approval of the Board, shall appoint  a Nominating Task Force of five (5) members in good standing of the General Membership.
    • No later than the regular meeting in September, the Nominating Task Force shall nominate candidates to fill vacancies occurring on the Board of Directors.
    • No Director who has served two (2) consecutive three (3) year terms is eligible for a third consecutive term. Such Directors shall retire for one (1) year from the Board of Directors before being eligible to be placed in nomination for another term.
    • Additional nominations for each Board of Director position may be made in writing and signed by any fifty (50) designated representatives of general memberships in good standing, delivered to the Chief Executive Officer (C.E.O.) of The Chamber at least twelve (12) days prior to the date of the annual election. This procedure shall be followed for each additional Board of Director position such members in good standing seek to nominate.
  2. If no election is needed, after nominations have been completed in accordance with Article VIII, Paragraph 2, subparagraphs a.), b.) and c.), the names of the candidates shall be accepted as Directors Elect.  In the case of additional nominations  an official ballot will be developed and mailed to all members in good standing. This will occur at least ten (10) days prior to the date set for the annual election. Said annual election date will be decided by the Board of Directors and in no case shall be later than October 31st. If there is a need for an election, all ballots must be received on or before 5:00 P.M. at the Chamber Office on the annual Election Day.
  3. If there is a need for an election, the Membership Division shall have supervision over the conduct of the election.  An Election Task Force shall be appointed by the Membership Division Chair and its duties shall include the preparation and mailing of the ballots, counting of the ballots and the certification of election results to the Board. Any dispute of an election shall be conclusively resolved by the Board of Directors.
  4. In the event of a tie vote, the said tie vote shall be resolved by lot by the Board of Directors.
  5. All Directors duly elected shall take office at the regular meeting in January and shall serve a term of three (3) years, unless otherwise specified.

 

ARTICLE IX – NOMINATIONS, ELECTIONS AND DUTIES OF OFFICERS.

  1. At the regular meeting of the Directors in September, the Nominating Task Force shall present its slate of officers for the following year. Officers to be nominated shall be President, First Vice President, Second Vice President and Treasurer.  Additional nominations may be made from the floor by any Director in good standing at said meeting.
  2. At the regular meeting of the Directors in October, Officers shall be elected from those nominated and shall be known as Officers Elect until the regular meeting of the Board of Directors in January. The President, First Vice President, Second Vice President and Treasurer must be elected from the Board of Directors or from the list of Directors whose terms are expiring.
  3. The term of the office of President, First Vice President, Second Vice President, and Treasurer shall be for one year commencing with the annual meeting following the election of the Officers. No elected Officer shall hold the same office for more than two (2) consecutive years. The Chief Executive Officer (C.E.O.) serves as Corporate Secretary and is a non-voting, non-elected officer.
  4. The President-Elect will appoint the Economic Development and Recognition Division Chairs, subject to the approval of the Board of Directors.  The President Elect shall also appoint the Team Leader from among the members of the Ambassadors every two years.
  5. The President shall preside at meetings of the Executive Committee, the Board of Directors and all General Membership meetings. The President shall have general supervision of the business and affairs of The Chamber and shall perform such other duties as ordinarily pertain to the office of Presidency.
  6. The First Vice President shall act in place of the President in the event of the Presidents temporary disability or absence from meetings or other activities, which the President is designated to perform by these By-Laws. The First Vice President shall serve as Chairperson of the Public/Community Affairs division and shall perform such duties as are designated by the President.
  7. The Second Vice President shall act in place of the First Vice President in the event of the First Vice Presidents temporary disability or absence from the meetings or other activities which the President or First Vice President is designated to perform by these By-Laws. The Second Vice President shall serve as Chairperson of the Membership Division and shall perform such duties as are designated by the President, First Vice President, or the Board of Directors.
  8. The President may appoint members of the Board of Directors to any division.
  9. The Treasurer shall serve as the Chairperson of the Finance Division and 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 a financial institution or invested in a manner approved by the Board of Directors. Checks are to be signed by the Treasurer and the Chief Executive Officer (C.E.O.) or, in their absence, by the President, First Vice President or Second Vice President.  The Treasurer shall cause a monthly financial report to be made to the Board.
  10. A vacancy created in any office, for any reason, shall be filled by nomination by the President with the approval of the Board. Any member appointed to fill the unexpired term of an Officer shall hold the office until the expiration of the original Officer`s term. Such appointment shall not preclude said Officer from nomination at the conclusion of the expiring term.
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ARTICLE X – EXECUTIVE COMMITTEE

  1. The Executive Committee 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. It shall be composed of the President, Immediate Past President, First Vice President, Second Vice President and Treasurer, together with two additional members of the Board of Directors appointed annually by the President, but subject to the approval of the Board of Directors.  The President may in special circumstances appoint a Divisional Chairperson who may not be a member of the Board of Directors; that individual shall be a non-voting member of the Executive Committee.   The President shall serve as Chairperson of the Executive Committee. The First Vice President shall serve as President Elect. The Chief Executive Officer (C.E.O.) shall serve as Corporate Secretary and is a non voting member of the Executive Committee.
  2. A quorum of the Executive Committee is fifty percent (50%) plus one (1) of the voting members of the Executive Committee.

ARTICLE Xl – CHIEF EXECUTIVE OFFICER

  1. The Board of Directors shall have the power to appoint a Chief Executive Officer (C.E.O.) to conduct the day-to-day business of the corporation. No person shall have the right to vote on matters before the Board of Directors when holding the position of Chief Executive Officer (C.E.O.).
  2. The Chief Executive Officer (C.E.O.), subject to the approval of the Board of Directors, shall sign all contracts and obligations of The Chamber and shall assist in the formulation and promotion of the general activity program of The Chamber.
  3. The Chief Executive Officer (C.E.O.) shall be the chief administrative and executive officer. The Chief Executive Officer (C.E.O.) shall serve as the Secretary to the Board of Directors and Secretary of the Corporation and cause to be prepared notices, agendas and minutes of the Board.
  4. The Chief Executive Officer (C.E.O.) shall serve as an advisor to the President and Executive Committee on program planning, and shall assemble information and data and cause to be prepared special reports as indicated by the program of The Chamber.
  5. The Chief Executive Officer (C.E.O.) shall be an ex-officio, non voting member of the Board of Directors, the Executive Committee, all divisions, task forces, committees or study groups.
  6. With the assistance of the Divisional Chairpersons, the Chief Executive Officer (C.E.O.) shall be responsible for the administration of the Program of Work in accordance with the policies and procedures of the Board of Directors.
  7. The Chief Executive Officer (C.E.O.) shall be responsible for hiring, discharging, directing and supervising all other employees in accordance with Federal & State Law provisions and the Employee Handbook.
  8. With the cooperation of the Treasurer and members of the Finance Division, the Chief Executive Officer (C.E.O.) shall be responsible for the preparation and operation of budgets covering all activities of The Chamber, subject to the approval of the Board of Directors. The Chief Executive Officer (C.E.O.) shall insure all expenditures within approved budget allocations.

 

ARTICLE XII – ORGANIZATIONAL STRUCTURE

  1. The Divisions of the Chamber, shall consist of the following:  Finance, Membership, Public/Community Affairs, Economic Development and Special Events/Recognition.  The Board may create additional divisions.
  2. Task forces, committees and study groups may be created by a Division with approval by the Board of Directors, as needed. Task Forces, committees or study groups, may be recommended by any member in good standing for the approval of the Board of Directors and assigned to the appropriate Division. A task force, committee or study group shall limit its activities to the accomplishment of the task for which it is appointed and shall have no power to act without approval by the Board of Directors. Task forces, committees or study groups shall be discharged by the President when said task force, committee or study group work has been completed and its report accepted by the Board of Directors or when the Board votes to discontinue the activity on which the task force, committee or study group is engaged.
  3. The Chairperson of the Division shall oversee all study groups and task forces under his/her Division. All study groups, committees and task forces shall report their activities and recommendations to the Chairperson of their Division.
  4. No study group, committee or task force shall take any formal action or pass any resolution, which in any way commits The Chamber on a question of policy, with financial impact, or on matters of general public interest without first having received the approval of the Board of Directors.
  5. At meetings of study group, committees or task forces, a majority of its members shall constitute a quorum.
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ARTICLE XIII – FINANCE

  1. The fiscal operation of The Chamber shall be January 1st to December 31st.
  2. All monies received by The Chamber shall be accounted for as either general or restricted funds.
  3. The financial institutions designated by the Board of Directors as the depository of the Chamber shall receive all funds belonging to the Chamber from the Chief Executive Officer (C.E.O.) and shall deliver a receipt for it to the Chamber. Such depository shall be directed to pay out funds only upon the written order or check signed by two (2) of the following President, First Vice President, Second Vice President, Treasurer, or Chief Executive Officer (C.E.O.).
  4. Prior to each fiscal year, the Chief Executive Officer (C.E.O.) shall prepare a Budget of Anticipated Revenue and Expenses, with the aid of the Treasurer and Finance Division, which shall be submitted to the Executive Committee and the Board of Directors for approval or other action. The Treasurer and/or Chief Executive Officer (C.E.O.) shall solicit input from all divisions prior to the finalization of the Budget.
  5. Upon the approval of the budget, the Chief Executive Officer (C.E.O.) shall be authorized to make disbursements on accounts of expense provided for in the budget for current expenses without approval of the Board of Directors. All disbursements shall be made by check.
  6. Disbursement of funds of the Chamber to cover expenses not provided for in the budget shall be made only after the same have been approved and ordered by the Board of Directors. In no case shall the appropriation of money or other property of the Chamber be made for any purpose other than expenses authorized in the budget, except by action of the Board of Directors. No division, study group, committee, task force or individual member shall obligate the Chamber to pay out any funds for unbudgeted items without prior approval of the Board of Directors.
  7. The Board of Directors shall be authorized to adjust or review the annual budget to conform with any limitations or expenses allowed or created by changes in the gross income due to changing conditions during the fiscal year.
  8. The Board of Directors shall cause the books and accounts at the close of each year`s business to be reviewed or compiled by a Certified Public Accountant or by a special task force, which shall present a Compilation Report, or audit, to the Board of Directors.

 

ARTICLE XIV – SEAL

  1. The Board of Directors shall adopt and cause to be used a corporate seal of suitable design, setting forth the name of the corporation, the name of the State and the date of incorporation.

 

ARTICLE XV – REFERENDUM

  1. Upon the request in writing of ten percent (10%) or more of the General Members in good standing, or by a majority vote of the Board of Directors, the Board of Directors shall submit any question to the Membership for a referendum vote at a General Membership Meeting called for that purpose or by mail to the Membership for a referendum vote. If the ballot is mailed to the General Membership, a supporting statement for each side of the question shall accompany the ballot. When so stated in the written request, the decision arrived at by the ballot shall be final and shall be binding upon the Board of Directors.
  2. In the event a special General Membership meeting is called for the purpose of a referendum vote, the same shall be called by the President within fifteen (15) days from written request or the action of the Board of Directors. A referendum submitted to the Membership by mail shall be returnable within a period of ten (10) days from the date of mailing.

 

ARTICLE XVI – AMENDMENTS

  1. The By-Laws of The Chamber may be amended or repealed, or new By-Laws may be adopted: a) by the vote or written assent of the majority of the members entitled to vote; b) by the vote of the majority of the quorum at the General Membership Meeting duly called for the purpose according to the By-Laws; or, c) by two thirds (2/3) vote of the Board of Directors. Copies of the proposed amendments, repeal, or new By-Laws shall have been mailed to each member of The Chamber at least ten (10) days before the date of the meeting of the Board of Directors or General Membership at which it is to be voted upon or at which time the mail is due.

 

ARTICLE XVII – PARLIAMENTARY PROCEDURE

  1. Roberts Rules of Order, newly revised, shall govern all proceedings of The Chamber subject to such special rules as have been or may be incorporated into the By-Laws.

 

ARTICLE XVIII – CONTRIBUTIONS

  1. Under no circumstances shall this organization contribute general fund monies to charitable causes, general fund raising campaigns or political issues and/or candidates.

 

ARTICLE XVIV – DISSOLUTION

  1. The Chamber 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 Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized or qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in Section 501 (c)(3) of the Internal Revenue Code.

 

ARTICLE XX – INDEMNIFICATION CLAUSE

  1. No member, officer or director of this Chamber shall be personally liable for its debts or other liabilities, and the private property of such individuals shall be forever and wholly exempt from any debts or liabilities of every kind and character of this corporation.
    The undersigned, Secretary of the Woodland Chamber of Commerce, hereby certifies that the foregoing By-Laws are the true and correct, duly adopted By-Laws of  the Corporation and that such By-Laws were last adopted by the General Membership on June 28, 2002 and that such By-Laws include all amendments, if any, to the date of this certificate.

Bylaws last updated: August 28, 2008

Kristy Wright Corporate Secretary

Board Revisions: November 6, 1995; August 22, 1996; January 23, 1997; August 28, 1997; December 4, 1997; January 15, 1998; May 25, 2000 and May 30, 2002; July 31, 2008

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