PALM DESERT AREA CHAMBER OF COMMERCE
INCORPORATED DECEMBER 23, 1954
AMENDED AND RESTATED BYLAWS
APPROVED BY THE BOARD OF DIRECTORS AS OF May 26, 2020
PALM DESERT AREA CHAMBER OF COMMERCE
ARTICLE I - NAME
ARTICLE II - MISSION STATEMENT
ARTICLE III - VISION STATEMENT
ARTICLE IV - PURPOSE
ARTICLE V - LIMITATION OF METHODS
ARTICLE VI - MEMBERSHIP
Section 1 Eligibility
Section 2 Active Members
Section 3 Non-Voting Members
Section 4 Investments/Dues
Section 5 Removal of Active Member
Section 6 Meetings
ARTICLE VII - BOARD OF DIRECTORS
Section 1 Purpose, Duties
Section 2 Number of Directors, Qualifications
Section 3 Nomination of Directors, Nominating Committee
Section 4 Conduct of Elections and Appointments
Section 5 Terms of Office
Section 6 Vacancies
Section 7 Resignation
Section 8 Absences
Section 9 Removal
Section 10 No Compensation or Remuneration
Section 11 Checks, Drafts
ARTICLE VIII - BOARD OF DIRECTORS MEETINGS
Section 1 Meeting Place and Procedure
Section 2 Regular Meetings
Section 3 Special Meetings
Section 4 Quorum
Section 5 Telephone Meetings
Section 6 Adjournment
Section 7 Consent to Action Without Meeting
ARTICLE IX - INFORMAL ACTION BY DIRECTORS
ARTICLE X - CONFLICT OF INTEREST/SELF-DEALING TRANSACTIONS
ARTICLE XI - OFFICERS
ARTICLE XII - COMMITTEES AND ADVISORY COUNCILS
Section 1 Committees
Section 2 Advisory Councils
Section 3 Limitation of Authority
Section 4 Audit Committee
ARTICLE XIII - FINANCES
ARTICLE XIV - INDEMNIFICATION AND INSURANCE
Section 1 Indemnification in Third Party Actions
Section 2 Indemnification in Actions by or in the Right of the Chamber
Section 3 Indemnification against Expenses
Section 4 Required Determinations
Section 5 Hold Harmless, and Errors and Omissions Insurance
ARTICLE XV - REFERENDA
ARTICLE XVI - PARLIAMENTARY PROCEDURE
ARTICLE XVII - AMENDMENTS
ARTICLE XVIII - DISSOLUTION
ARTICLE I - Name
This organization is incorporated under the laws of the State of California and is known as the Palm Desert Area Chamber of Commerce, Inc. Its principal office shall be in Palm Desert, California.
ARTICLE II - Mission Statement
The Palm Desert Area Chamber of Commerce is a corporation organized and dedicated to promoting, supporting and enhancing business prosperity, civic vitality and quality of life.
ARTICLE III - Vision Statement
To proactively contribute to a successful business environment through collaborative efforts utilizing valley resources.
ARTICLE IV - Purpose
This Chamber shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this Chamber.
The purposes for which the Palm Desert Area Chamber of Commerce is formed are as follows:
TO promote trade and encourage the commercial, industrial, educational and civic interest of the Palm Desert area;
TO advertise and promote the area and City of Palm Desert and aid in encouraging new business activities consistent with the environment of Palm Desert;
TO aid and encourage the members of this Corporation in their respective businesses, trades and profession;
TO serve to strengthen and represent our member businesses and stimulate regional success; and
TO do and to perform all things usual and customary to Chambers of Commerce, including affiliation and cooperation with state and national Chambers of Commerce and other organizations of like character and purpose.
ARTICLE V - Limitation of Methods
The Palm Desert Area Chamber of Commerce is a California non-profit corporation formed under Internal Revenue Code §501(c) (6), and shall observe all applicable local, state and federal laws regarding such status. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
ARTICLE VI - Membership
Section 1: Eligibility. Any person, business, education institution, government entity, association, corporation, proprietors, partnership, or charitable organization, with an interest in the industrial, commercial, civic, and cultural progress in the Coachella Valley, and the Palm Desert area, is eligible for membership in the Palm Desert Area Chamber of Commerce, regardless of place of actual residence and/or location.
Section 2: Active Members. Active members shall be individuals, cultural associations, corporations, partnerships, clubs or societies who are actively engaged in conducting a business enterprise of any nature in the Palm Desert area and who are in sympathy with the purposes of the Palm Desert Area Chamber of Commerce and who will agree to abide by these Bylaws; and, who have paid all current dues for the year in which they desire to be listed as members. These shall be deemed Active Members with full rights and privileges, including the right to vote and to hold office in the Corporation and serve as a Director if so elected. A corporation, partnership, or other business entity shall designate one individual to exercise duties and responsibilities of the Active Member as its representative.
Section 3: Non-Voting Members. Other member categories may be created by the Board as deemed necessary. They may include individuals of other associations, clubs or societies who are not directly engaged in a business enterprise of any nature in the Palm Desert area, but who, individually or collectively, are interested in working for the betterment of the area within the organization and under the leadership of the Palm Desert Area Chamber of Commerce. Unless approved to the contrary by the Board, these members shall have no voting rights, nor can they be elected to an office in the Corporation or to the Board of Directors, but they shall be entitled to serve on all committees other than the Executive Committee and to vote on such actions as related to that committee. Further, the Board may create additional categories of businesses or individuals as deemed appropriate.
Section 4: Investments/Dues. 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 and shall be due annually upon the member’s anniversary date except when there is a “State of Emergency,” has been declared, as it pertains to Riverside County or the City of Palm Desert, then membership dues can be deferred for a period of time to be determined by the Board.
Section 5: Removal of Active Member. If any member fails to pay dues within ninety (90) days after date of maturity, notice of delinquency shall be given by the Board of Directors. If at the end of ten (10) additional working days, dues remain unpaid, the President/Chief Executive Officer, the Secretary, or the Chief Financial Officer is directed to remove delinquent members from the membership roll. A report listing dropped members shall be distributed to Directors at the next regularly scheduled meeting of the Board of Directors. Members reported 30 days delinquent in the payment of dues shall not be entitled to vote at any meeting of the Chamber until such delinquency has been removed by payment in full of dues to date. Any member may also be removed by a vote of two-thirds (2/3) of a quorum of the Board present at any duly called special or regular meeting of the Board for reasons deemed sufficient by the Board by reason of conduct unbecoming a member or which is prejudicial to the objectives or reputation of the Chamber, after notice and opportunity for a hearing are afforded the member complained against. Any member will be removed if convicted of a felony. If the Board of Directors determines termination is warranted, the member to be terminated shall be given fifteen (15) days’ notice of the intended date of removal. The notice shall be made by first class mail, postage prepaid, addressed to the member at his/her last address shown on the records of the Chamber. The notice shall state the reason for removal and state that the member has an opportunity to submit a written statement why the removal should not take place, which statement must be received in the Chamber office not less than five (5) days before effective date of removal. The Board of Directors shall consider the member’s statement, if any and may order that the removal shall not take place, or that it shall take place as stated in the notice to the member.
Section 6: Meetings.
- A) Regular Membership Meetings. The Board of Directors shall determine to hold general membership meetings as the Board deems necessary or advisable. Notice of such meetings shall be made in the press or by any other means at hand, at least thirty (30) days prior to the meeting.
- B) Annual Meeting. The Annual Meeting of the Corporation shall be
held within 30 days prior to the end of the fiscal year, at a general meeting of the full membership of the Chamber. Upon this occasion, the Annual Report shall be made available by request, together with any regular or special reports or recommendations.
ARTICLE VII - Board of Directors
Section 1: Purpose, Duties. The governance of the Palm Desert Area Chamber of Commerce, the direction of its work, and control of its assets shall be vested in the Board of Directors. The Board of Directors shall enact policies that carry out the stated values in the Mission Statement, shall hire and supervise the President/Chief Executive Officer, shall have oversight responsibility over all aspects of the corporation’s activities, and take care to insure the success and viability of the corporation at all times. Board members shall demonstrate the highest ethical duties of loyalty and confidentiality to the Chamber at all times.
Section 2: Number of Directors, Qualifications. The Board of Directors shall consist of not more than twenty-three (23) nor less than nineteen (19) Director-members. Those who seek to be Directors of the Corporation must personally affirm the Corporation’s Statement of Purpose, must abide in all respects with the corporate policies set forth in these bylaws, and must affirmatively communicate their personal commitment to the values of the Corporation. Each Director shall be an active Chamber member in good standing. All Directors shall have full speaking and voting privileges at Board Meetings. One or more representative(s) from the City of Palm Desert may be designated as ex-officio member(s) of the Board and may speak when requested to do so by the Board chair but shall have no vote(s).
Section 3: Nomination of Directors, Nominating Committee. There shall be an annual vote of the Chamber membership for open seats on the Board of Directors. At least ninety (90) days prior to the annual elections, with the concurrence of the Executive Committee, the Board chair shall appoint a Nominating Committee. The committee shall consist of three (3) members: A chairperson who shall be a current Director that is ineligible for re-election; the other two (2) members shall be active Chamber members in good standing that are currently not serving as an Officer or Director. All nominees for Director shall be active members in good standing, shall have stated they will serve if elected, and shall have been an active member of the Chamber for a minimum of one (1) year. All qualified nominees shall have their names placed in nomination for election.
Only one individual from a member-business may be elected or appointed to serve on the Board of Directors. This limitation shall include persons working in a company or organization this is managed by or is a subsidiary of another member-business.
The Nominating Committee shall always strive to ensure that the Board reflects the diversity of interests in the Chamber, the business community of Palm Desert, and the member-business composition of the Chamber. Upon completing a list of all eligible candidates, the Nominating Committee shall deliver that list to the Board Chair and the President/Chief Executive Officer.
Section 4: Conduct of Elections and Appointments. The annual election of the Board of Directors shall take place not later than sixty (60) days prior to June 30, except when a “State of Emergency” has been declared, as it pertains to Riverside County or the City of Palm Desert, the election may be deferred for a period of time to be determined by the Board. Upon receipt of the list of names of eligible candidates from the Nominating Committee, the Board chair shall immediately direct the President/Chief Executive Officer to prepare an official ballot setting forth all names on the list. Adequate spaces shall be provided to allow names of other candidates to be written in by Chamber members. The ballot shall be sent via electronic mail, or as otherwise requested by individual Chamber members, to all Chamber members in good standing. Members shall be instructed to return their ballot not later than the designated election date. Ballots received after that date shall only be counted in extraordinary circumstances, and after a majority vote of the Board.
The counting of all returned ballots shall be supervised by the Chair of the Board and the Executive Committee. The candidates receiving the highest number of votes up to the number of open Board seats shall be declared elected. The election results shall be published to the Chamber membership as soon as possible after the results are known, in a manner reasonably designed to ensure notice to all members.
Section 5: Terms of Office. In each annual election, at least seven (7) of the elected Directors shall serve three (3) year terms; two (2) Directors shall be chosen annually by the incoming Board Chair to serve one (1) year terms. No Director shall serve more than two (2) consecutive three (3) year terms. After completing two (2) consecutive full three-year terms, a Director shall not be eligible for election or appointment to serve as a Director until at least one (1) administrative year has passed, except when a “State of Emergency” has been declared, as it pertains to Riverside County or the City of Palm Desert, the election may be deferred for a period of time to be determined by the Board.
Section 6: Vacancies. In the event of an unscheduled vacancy on the Board during an administrative year, the Board chair shall nominate an individual that meets the eligibility requirements as set forth in Section 2 of this Article. The nominee shall be confirmed by a majority vote of the Board of Directors. Upon such election that Director shall complete the balance of the prior Director’s term.
Section 7: Resignation. Any Director may resign at any time by giving written notice to the Board Chair. Such resignation, which need not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified therein. The Chair shall announce the resignation as soon as possible to the Board. Thereafter, that vacant Board position shall be filled in accordance with Section 6 of this Article.
Section 8: Absences. Any Director with two (2) unexcused absences from Board meetings during the administrative year shall automatically be deemed to have resigned from the Board. No further notice need be given to that Director by the Board. An unexcused absence shall be defined as an absence with no prior notification to the Board Chair and/or CEO. Thereafter, that vacant Board position shall be filled in accordance with Section 6 of this Article.
Section 9: Removal. A Director may be removed by a majority vote of the Board, after a determination is made by the full Board that the Director engaged in conduct that is unethical or otherwise damaging to the Chamber’s reputation. If the Board of Directors determines removal is warranted, the Director to be removed shall be given fifteen (15) days’ notice of the intended date of removal. The notice shall be made by first class mail, postage prepaid, addressed to the member at his/her last address shown on the records of the Chamber. The notice shall state the reason for removal and state that the Director has an opportunity to submit a written statement why the removal should not take place, which statement must be received in the Chamber office not less than five (5) days before effective date of removal. The Board of Directors shall consider the Director’s statement, if any and may order that the removal shall not take place, or that it shall take place as stated in the notice to the Director.
The Board’s majority decision shall be final. Thereafter, that vacant Board position shall be filled in accordance with Section 6 of this Article.
Section 10: No Compensation or Remuneration. All Board member positions, including Officers and Directors, shall be voluntary positions. No Board member shall receive any compensation, either in monetary payment or in-kind benefits, for their service to the Chamber. This limitation shall not preclude any Director from simultaneously serving the Chamber in any other capacity for which compensation is normally given and receiving compensation for that service.
Section 11: Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Chamber, shall be signed by such Officer or Officers, agent or agents of the Chamber and in such manner as shall from time to time be determined by resolution of the Board. The Board shall employ restrictions or limitations on such authority as appropriate, for example, to provide authority to incur indebtedness up to a certain dollar amount without a Board vote or Resolution approving such indebtedness. Signatures of two Officers of the Board shall be required on all transactions or documents by which the Chamber incurs debt. Checks issued for payment of debt and daily cash requirements, transfer of funds for operations and payroll, and contracts for purposes of acquiring goods, services and equipment for operations, shall require signatures of two Officers of the Board or one Officer of the Board and the President/Chief Executive Officer. Directors and Officers shall not hold themselves out as having signing power, unless the authority has been granted by majority vote of the Board.
ARTICLE VIII - Board of Directors Meetings
Section 1: Meeting Place and Procedure. Meetings of the Board of Directors shall be held in the Chamber office or at any other place that is designated from time to time by the Board. Any meeting, regular or special, may be held without the physical presence of some or all Directors, by conference telephone or similar communications equipment, as long as all Directors participating in the meeting can hear one another.
Section 2: Regular Meetings. Regular meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chair of the Board, Chair-Elect of the Board, the Secretary or any two (2) Directors. Regular meetings of the Board may be held with a minimum of fourteen (14) days’ advance notice to the Directors. Any such notice shall be addressed or delivered to each Director at their address appearing on the books of the Chamber, or at such other address as may be supplied by each Director for the purpose of notice. Notice of meetings may be provided electronically pursuant to Section 20 of the California General Corporations Code. The notice shall state the time and place of the meeting and the business to be transacted at the meeting.
Section 3: Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chair of the Board, Chair-Elect of the Board, the Secretary or any four (4) Directors. Notice of the time and place of any special meetings of the Board of Directors shall be given to each Director by four (4) days’ notice by first class mail, or 48 hours’ notice delivered in person, by telephone, fax or electronic media at the Director’s address shown on the records of the Chamber. However, Notice of any Special Meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board of Directors, need be specified in the notice or waiver of such meeting, unless specifically required by law or by these bylaws.
Section 4: Quorum. A majority of the authorized number of Directors is a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, except as a greater or lesser number required by law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least of majority of the required quorum for the meeting.
Section 5: Telephone/Virtual Meeting. Any meeting of the Directors may be conducted in simultaneous multiple locations if the various locations are effectively connected by telephonic conference call lines, video conferencing or other virtual meeting methods approved by the Board. Members of the Board of Directors or non-Director committee members may participate in and act at any meeting of the Board or a Board committee through the use of a conference telephone or other alternative communications equipment by any means that ensure that all persons participating in the meeting can communicate with each other, regardless of their access to the technology for the meeting. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons participating.
Section 6: Adjournment. A majority of the Directors present, whether a quorum, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 7: Consent to Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and affect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the Board.
ARTICLE IX - Informal Action by Directors
Any action required by the California Nonprofit Corporation Act, to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors and all of any non-Director committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more Directors or committee members. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the Directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the Directors or all the committee members as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State.
ARTICLE X - CONFLICT OF INTEREST/SELF-DEALING TRANSACTIONS
Policy Statement. Each Officer and Director of the Chamber shall, in the course of their duties on behalf of the Chamber, act with strict loyalty and fidelity to the best interests of the Chamber, exercise the utmost good faith in all matters and transactions involving the Chamber, and adhere to the highest ethical standards of fiduciary duty to the Chamber.
Each Officer and Director of the Chamber shall endeavor to avoid, to the best of their ability, any situation which may compromise their duty to the Chamber personally because of a duality or conflict of interest with any other entity or person with which the Officer or Director may be involved; and each Officer and Director shall endeavor to avoid even the appearance of a conflict of interest which may have an adverse effect on the Chamber.
The Board shall consider and evaluate each potential conflict of interest and/or self-dealing transaction disclosed in light of the Internal Revenue Code (“IRC”) standards for, and prohibitions of, self-dealing and private inurement, and the requirements of Sections 5233 and 5234 of the California Corporations Code governing transactions in which Directors have material financial interests, and the approval of transactions involving interlocking, or mutual, Directorships, respectively. The Board shall approve or authorize such transactions, if at all, only in good faith and without unjustified favoritism, provided that the primary beneficiary of the transaction is the Chamber.
Conflict of Interest – Disclosure and Record-Keeping Procedures. The Board shall administer and monitor these procedures to carry out the statement of policy of the Chamber with respect to potential conflicts of interest and/or self-dealing transactions involving Directors or Officers of the Chamber.
To ensure compliance with State and Federal law, to avoid inadvertent violations, to live up to the public trust, to avoid the appearance of impropriety, and to fulfill fiduciary duties, Directors shall be required to:
- Disclose fully any relationships and any financial or other interests likely to influence any Director’s decision-making;
- Follow the procedures for abstention and recusal by a Director as described in this Article; and
- Ensure that Board decisions are made after careful consideration of the effect of the relationship or transaction on the Chamber; and
- Cooperate fully in the recording of documents related to the conflict of interest or self-dealing transaction.
Except as provided in this Article or as prohibited under applicable laws, a Director with an actual or potential conflict of interest (financial or otherwise) in a matter presented to the Board or a Committee may be counted for quorum, provide information and answer questions.
- Duty of Full Disclosure. Disclosure of relationships and interests which may present a conflict of interest or a self-dealing transaction shall be made by each Director in writing immediately upon the formation of the subject relationship or upon the Director’s discovery of the potentially conflicting interests. Disclosure shall also be made annually thereafter on a form approved by the Board, for reporting purposes. Disclosure shall be made at any time when the personal interests of the Director or Officer (or member of his or her family) could affect the activities, property, employees, or services of the Chamber or involve any matter potentially requiring action by the Board, a Committee or an Officer exercising powers delegated by the Board, including but not limited to, actions on grant proposals.
Disclosure shall be made to the President/Chief Executive Officer and the Chair, or if the President/CEO or Chair is the one with whom the conflict exists, then to the next highest-ranking Officer of the Board). The persons notified shall investigate the facts surrounding the conflict or transaction, seek advice from the Chamber’s legal counsel or other counsel for the Chamber on legal issues as necessary, and report to the Board.
All disclosed information shall be maintained in confidence by the Board. The Board shall provide access to financial information, if any, related to the disclosed relationships or transactions only to those persons who have a reasonable need to know the contents thereof.
- Recusal. When a Director has a certain type of financial interest in a proposed transaction, the Director shall be recused (leave the room) and shall not participate in the deliberations on the merits of the proposal or vote. Recusal is required in the following situations:
- Direct Payment to Director. If the proposed transaction involves direct payment of compensation (including payment or reimbursement of expenses) by the Chamber to a Director, for services other than as an Officer or Director, the full Board shall consider the proposal in the absence of the interested Director. A disinterested majority of all Directors then in office is required to approve such compensation for a Director.
- Indirect Payment to Director. If the proposed transaction involves the Chamber’s indirect payment to a Director through any payment, the full Board shall consider the proposal in the absence of the interested Director. A disinterested majority of all Directors then in office is required to approve the transaction in which the Director has a financial interest.
- Abstention. When a Director has no financial interest in the proposed transaction, but has another personal interest in the transaction, the Director shall abstain (shall not vote) but may remain in the room during the discussion, during deliberation on the merits of the proposal, and during the vote on the transaction.
- Records/Minutes. The minutes of the meeting of the Board or Committee at which any conflict of interest or self-dealing transaction is discussed shall reflect the existence and nature of the relationships or the conflict of interest disclosed, the interested Director’s recusal or abstention, if any, and the vote of the disinterested Directors.
ARTICLE XI - Officers
Section 1: Officer Nominating Committee. Within thirty (30) days after of the general election, the Current Chair shall appoint an Officer Nominating Committee consisting of two (2) continuing board members and one (1) new board member, who shall present nominees for ALL Officer positions to the Current Chair within 5 days of the formation of the Nominating Committee.
- Nominees for Chair-Elect must have served a minimum of one (1) full year on the Executive Board or two (2) full years on the Board.
- The Nominating Committee shall be present Nominees to the Board for voting at the June Board meeting or such other Board meeting scheduled for such voting prior to the Annual Installation Dinner.
Section 2: Duties of Executive Officers. The duties of the Officers shall be such as their titles, by general usage, would indicate, and such as are required by law, and such as may be assigned to them respectively by the Board of Directors from time to time. Officers are limited to two (2) years in the same Officer Position. An Officer term is limited to five (5) consecutive years.
Section 3: Executive Committee. The Executive Committee shall manage all business of the Chamber of Commerce during the interim between Board of Directors meetings. It shall consist of the Chair of the Board, Chair-Elect, Immediate Past-Chair, two (2) Vice-Chairs, the Secretary and the Chief Financial Officer. The President/Chief Executive Officer shall be a non-voting member of this Committee. The Executive Committee shall be vested with such power and authority as may be delegated to it by the Board of Directors. Four (4) members shall constitute a quorum. The Executive Committee members may meet as necessary without the President/Chief Executive Officer to discuss any Executive Committee matter between or among only elected Officers.
- Chair of the Board. The Chair of the Board shall serve as the chief elected Officer of the Chamber and shall preside at all meetings of the membership, Board of Directors and Executive Committee. The Chair of the Board shall, with the advice and counsel of the Chair-Elect and President/Chief Executive Officer, determine all committees and select all committee chairpersons, subject to the approval of the Board of Directors. The Chair of the Board shall be an ex-officio member of such committees.
- Immediate Past Chair. The Immediate Past Chair shall perform such duties as may be assigned to him/her by the Chair of the Board or the Board of Directors.
- Chair-Elect. The Chair-Elect shall exercise the powers and authority and perform the duties of the Chair of the Board in absence or disability of the Chair of the Board and shall perform such other duties as may be assigned to him/her by the Chair of the Board or the Board of Directors.
- Vice-Chair (two (2) seats). The duties of the Vice Chair(s) 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. Vice Chairs shall also have under their immediate jurisdiction the coordination of all committees in their assigned division of the Chamber’s program. The Vice-Chair(s) shall assist the Chair and one Vice-Chair shall serve as Chair of the meeting, in the event of the Chair’s and Chair-Elect’s absence at Board and Executive committee meetings. Should two Vice-Chairs be available to serve in a particular capacity, the Chair shall determine which Vice-Chair shall serve.
- Secretary. The Secretary shall serve as the corporate Secretary of the organization, the Board of Directors and the Executive Committee and shall prepare, or cause to be prepared, notices, agendas, and minutes of meetings of the Board and the Executive Committee.
- Chief Financial Officer. The Chief Financial Officer (CFO) shall prepare, or cause to be prepared, regular financial reports for the Board of Directors, and shall oversee financial matters of the organization. The CFO with the President/CEO shall prepare the annual fiscal budget draft annually by May 1st and submit the budget draft for Executive Committee review at the May Executive Committee meeting each year, or at another meeting before the Board’s vote on the budget, as requested by the Chair. If the President/CEO is unavailable to assist in preparation of the draft budget, the CFO shall proceed to prepare the draft and present it to the Board.
Section 4: President/Chief Executive Officer.
- The Board of Directors shall employ a President/Chief Executive Officer who shall be the Chief Administrative and Executive Officer of the Chamber.
- The President/Chief Executive Officer shall serve as advisor to the Chair of the Board and shall assemble information and data and cause to be prepared special reports as required by the programs of the Chamber.
- The President/Chief Executive Officer shall be a non-voting member of the Board of Directors, the Executive Committee and all committees.
- The President/Chief Executive Officer shall be responsible for hiring, discharging, directing and supervising all employment activities, as the only employee of the Board of Directors and the only supervisor of the Chamber employees.
- The President/Chief Executive Officer may be removed by fifty percent plus one (50% + 1) vote of the full Board at a regular or special meeting.
- The President/CEO shall assist the CFO with preparation of annual fiscal budget by assigned deadlines set forth in the bylaws.
- In the event of a vacancy in the position of President/CEO, the Executive Committee shall, within ten (10) days of the vacancy, appoint an Interim President/CEO to serve until a new President/CEO shall be hired for the position.
ARTICLE XII - Committees and Advisory Councils
Section 1: Committees-Appointment and Authority. The Chair of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee chairpersons. The Chair of the Board may appoint such ad-hoc committees and their chairpersons as are deemed necessary to carry out the programs of the Chamber. Committee appointments shall be at the will and pleasure of the term of the appointing Chair of the Board and shall serve concurrently with the term of the appointing Chair of the Board unless a different term is approved by the Board of Directors. It shall be the function of committees to conduct investigations and studies, hold hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.
Section 2: Advisory Councils: The Chair of the Board, by and with the approval of the Board of Directors, may appoint and form advisory councils for specific purposes that do not require action by the Board. The members of such advisory groups may include persons with professional skills or special experience necessary to advise and inform the Board of Directors. Such advisory groups shall not have the authority to commit the Chamber to any legal contracts or agreements, whether or not related to the business of the Chamber. The Board of Directors shall not lend “apparent authority” to these advisory groups, and all related corporate resolutions shall expressly limit the group’s authority in this respect.
Section 3: Limitation of Authority. No action by any member, committee, council, Director, or Officer shall be binding upon, or constitute an expression of the policy of, the Chamber until it shall have been approved or ratified by the Board of Directors. Committees and Councils shall be discharged by the Chair of the Board when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees.
Section 4: Audit Committee. The Audit Committee shall be chaired by the current Chief Financial Officer, and be comprised of the Chair of the Board, the Immediate Past-Chair, Chair-Elect, and a CPA Active Member in good standing. The Audit Committee shall take an active role in the prevention and deterrence of fraud, as well as an effective ethics and compliance program. The Audit Committee shall constantly challenge management and the auditors to ensure that the entity has appropriate antifraud programs and controls in place to identify potential fraud and ensuring that investigations are undertaken if fraud is detected. The Audit Committee shall take an interest in ensuring that appropriate action is taken against known perpetrators of fraud. The Audit Committee is responsible for hiring an independent auditor, to perform the annual audit pursuant to reviewing draft audited financial statements and management letter comments, as well as the implementation of such comments as deemed necessary. The Audit Committee shall meet with the auditor at least twice per fiscal year, or more often as deemed necessary. The Audit Committee shall review the annual audit report prepared pursuant to Article XI, Section 5 with the auditor, after which the annual audit report shall be submitted with the Audit Committee's comments and recommendations to the Board for final approval at a regularly scheduled Board meeting.
ARTICLE XIII - Finances
Section 1: Fiscal Year. The fiscal year of the Chamber shall be July 1 to June 30.
Section 2: Budget. The Executive Committee shall review an annual budget and submit it to the Board of Directors for approval prior to the start of the new fiscal year.
Section 3: Disbursements. Upon approval of the budget, the President/Chief Executive Officer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval. Disbursements shall be by check, signed by two authorized signatures.
Section 4: Bonding. Officers and staff, as the Executive Committee may designate, shall be bonded by enough fidelity bond paid for by the Chamber.
Section 5: Audit. An annual audit report shall be prepared by a recognized accounting firm. The annual audit report shall be reviewed by the Audit Committee pursuant to Article 10, Section 4. The annual audit report shall thereafter be reviewed and approved by the Board members at a regular Board meeting.
ARTICLE XIV - Indemnification and Insurance
Section 1: Indemnification in Third Party Actions: The Chamber shall indemnify its existing and former Officers, Directors, agents, servants, and employees, who were or are parties to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which they were or are parties by reason of being or having been Directors, Officers, agents, servants or employees of the Chamber, against all expenses (including attorney’s fees), judgments, fines, settlements and amounts actually and reasonable incurred by them in connection with such actions, suits, or proceedings, including any appeal, if they acted in good faith and in a manner reasonably believed to be in the best interest if the Chamber. However, no indemnification shall be made with respect to any claim, issues or action if a judgment or final adjudication establishes that their actions, or omissions to act, were material to the cause of action and constitute:
- A violation of the criminal law, unless the Officer, Director, agent, servant, or employee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of the Chamber, or that the person had reasonable cause to believe his or her action was unlawful;
- A transaction from which the Officer, Director, agent, servant, or employee derived an improper personal benefit;
- Willful misconduct or a conscious disregard for the best interests of the Chamber in a proceeding by or in the right of the Chamber to procure a judgment in its favor or in a proceeding by or in the right of a member.
Section 2: Indemnification in Actions By or in the Right of the Chamber: The Chamber shall indemnify, defend and hold harmless its Officers, Directors, agents, servants, and employees, collectively and individually, from any and all claims, costs, attorney fees, expenses and liabilities arising from or in any way related to:
- Any property owned in whole or in part, controlled, or managed by the Chamber, or in which the Chamber is involved in any way; and
- Any acts, omissions or conduct of any of the Chamber’s agents, employees, or representatives which acts, omissions or conduct are reasonably believed to be for or on behalf of the Chamber;
- Any breach or default in the performance of any obligation, or from any negligence, by other agents, representatives, employees or contractors of the Chamber, acting for or on behalf of the Chamber; except that the Chamber shall not indemnify the individuals in relation to matters in which the persons, collectively and/or individually, are adjudged to have acted in bad faith; or with fraud; gross negligence; intentional, wanton, or reckless acts; with oppression or malice; or in willful breach of authority, duties and responsibilities; or upon determination or proceedings brought by the Attorney General, involving situations of unlawful self-dealing or conflict of interest transactions.
Section 3: Indemnification against Expenses: Notwithstanding the above, Officers, Directors, agents, representatives, or employees, who are successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter referred to in Sections 1 or 2 of this Article shall be indemnified against expenses and reasonably incurred by him or her in connection therewith. This section shall be in addition to the rights that the Chamber’s Officers have under its Articles of Incorporation or the California Nonprofit Corporations Law, and nothing herein shall be deemed to diminish or otherwise restrict such person’s right to indemnification under any such other provision.
Section 4: Required Determinations: Except as provided in Section 3 of this Article, the Chamber shall provide the individual with indemnification under this Article only when and if authorized by the Board’s determination that the Officer, Director, agent, representative or employee has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article, by: (1) a majority vote of a quorum of Directors not parties to the legal or agency proceeding; or (2) a decision of the court in which the proceeding is or was pending, following the application to the court of the entity or persons who rendered the defense.
Section 5: Hold Harmless, and Errors and Omissions Insurance
To the extent allowed under California law, Directors and Officers, in exercising good faith and diligent discharge of duties, shall be held harmless by the Chamber and the Board in connection with their discharge of duties, their failure to discharge duties, and their acts of omission and errors on the Chamber’s behalf. The Chamber may purchase insurance to ensure that the Board of Directors members are covered for their acts of omissions, errors and general liability for acts performed as Directors. Such insurance, if purchased, shall provide coverage for claims made under terms and conditions of the policy, but for an amount of at least one million dollars ($1,000,000) per occurrence.
ARTICLE XV - Referenda
Upon the request in writing of ten (10) percent of the members in good standing, the Board of Directors shall, or upon its own initiative may, submit a question by mail to the membership for a referendum vote. The ballot for that vote shall be accompanied by briefs or summaries, prepared and stating both sides of the question. Action taken thereon by the membership shall be final and shall bind the Board of Directors. Each member may indicate his/her vote on the referenda and return his/her ballot to the office of the Chamber of Commerce not later than 4:30 p.m., on the tenth (10th) business day after the ballots have been mailed, either in person or by mail. A fifty percent (50%) vote of the membership shall constitute a referendum and a majority of the votes cast shall control.
ARTICLE XVI - Parliamentary Procedure
The proceedings of the Chamber of Commerce meetings shall be governed by and conducted according to the latest edition of Robert’s Rules of Order.
ARTICLE XVII - Amendments
These Bylaws may be amended by a two-thirds (2/3rds) vote of the Board of Directors, at a regular or special meeting. Thirty (30) days’ notice must be given to the Directors concerning any proposed changes. Following the adoption of Bylaw revisions, the Board shall notify the Chamber members of the revisions.
ARTICLE XVIII - 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 ever inure to the benefit of any Director, Officer, or member of the Chamber, or be distributed, to any Director, Officer or member of the Chamber. On dissolution or winding up of the Chamber, any funds remaining after payment, or provision for payment, of all debts and liabilities of the Chamber 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)(6) of the Internal Revenue Code. Any such assets shall be disposed exclusively for such purposes or to such organization or organizations, which are organized and operated exclusively for exempt purposes.