Adopted December 1, 2004
Amended August 11, 2005
Amended January 12, 2006
Amended July 10, 2008
Amended April 14, 2011
Amended February 9, 2012
Amended March 8, 2012
NAME AND OBJECT
SECTION 1: NAME
This organization is incorporated as a nonprofit 501(c) 6 entity under the laws of the State of Tennessee and shall be known as the Oakland Regional Chamber of Commerce, Inc., herein after referred to in this document as ORCC.
SECTION 2: LOCATION
The general offices of this organization shall be located in the Town of Oakland, Fayette County, Tennessee.
SECTION 3: MISSION STATEMENT
The ORCC is a nonprofit action agency, designed to support and enhance the economic environment and quality of life in our community.
To accomplish our mission, we will:
SECTION 4: LIMITATION OF METHODS
The ORCC shall be nonprofit, non-partisan and non-sectarian, and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination or election of any candidate for office on city, county, state or national affairs, nor shall any meetings of a partisan political nature whatsoever be held within the premises occupied by or under the control of the ORCC.
SECTION 1: ELIGIBILITY
Any reputable individual, firm, corporation, partnership, professionals or associations having an interest in the objectives of the organization shall be eligible to apply for membership. Any independent contractor or affiliate, operating in conjunction with or under a principal shall be deemed a separate entity for membership eligibility.
SECTION 2: APPLICATION
Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. The Executive Director shall have the right to review all applications and submit them to the Board of Directors with recommendations. Election of members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled dues as provided in ARTICLE VII: SECTION 1.
SECTION 3: RESIGNATION
Any member may resign from the ORCC upon written request to the Board of Directors. Members shall be liable for all dues investments until written resignation has been received by the Executive Director. Upon resignation of any member, there shall be no proportional, pro-rata or partial return of dues paid.
SECTION 4: TERMINATION
(a) If any member shall fail to pay the dues investment within ninety (90) days from the due date after having received one “renewal invoice” followed by a “final renewal notice” plus a personal contact by a representative of the ORCC, then the membership shall be forfeited.
(b) Any member may be expelled for cause by resolution passed by two-thirds of the Board present at any regular or special meeting. Such members shall be notified of the intention of the Board to consider the expulsion and shall be given the opportunity of a hearing before the Board. Passage of such resolution shall, without other action on the part of the Board of Directors, annul such membership.
SECTION 5: VOTING
Any member in good standing shall be entitled to only one (1) vote. The name of the voting representative shall be that as shown on the membership application form or as otherwise indicated. An alternative voting representative may be designated in writing by the regular voting representative.
SECTION 1: ANNUAL MEETING
The Annual Meeting of the corporation shall be held during the first quarter of each year. The date, time and location shall be fixed by the Board of Directors and notice thereof sent to each member at least 10 days before said meeting. New officers and directors may be recognized at this meeting and an appropriate program may be presented.
SECTION 2: ADDITIONAL MEETINGS
General meetings of the ORCC may be called by the Chairman at any time, or upon petition in writing of any ten (10) percent of the members in good standing.
(a) Notice of special meetings shall be sent to each member at least five (5) days prior to such meetings, and shall identify time, date, location and purpose of the special meeting. Notice shall be given according to provisions of ARTICLE XI.
(b) Committee meetings may be called at any time by the Chairman, or by its chairperson.
SECTION 3: QUORUMS
Ten (10) percent membership in good standing shall constitute a quorum at any regular or special membership meeting.
BOARD OF DIRECTORS
SECTION 1: AUTHORITY AND COMPOSITION
The government, control, direction and work of the ORCC shall be vested in a Board of Directors. The Board of Directors shall have full authority to mortgage and pledge the property and assets of the ORCC. Effective January 1, 2006 the Board shall be composed of twelve (12) elected directors and a number of ex-officio directors as determined and invited by the Board of Directors. Three (3) officers shall be appointed by the Board from among the elected directors as follows:
Chairman, Vice Chairman and Secretary/Treasurer.
Oath of Office
“It is indeed an honor and a pleasure to administer the Oath of Office to these fine incoming Officers and Board Members. In accepting your election to the Oakland Regional Chamber of Commerce Board of Directors, do you pledge…
To uphold the By-Laws and policies of the Oakland Regional Chamber of Commerce,
To conduct yourself in an ethical manner, both personally and professionally,
To chair and serve on Oakland Regional Chamber of Commerce work committees when asked by the Chairman,
To devote yourself to enhancing the leadership role of the Oakland Regional Chamber of Commerce in the community, and
To work closely with governmental, educational, civic and community groups to improve the quality of life in Oakland.
Please signify by saying, “I do.”
As Officers and Directors of the Oakland Regional Chamber of Commerce, you hold a position of responsibility, authority and prestige within the community. I urge you to give your best effort to maintain the high standards set by previous Boards and Officers, and I ask you to share your knowledge and expertise in a manner beneficial to the Chamber and community. Congratulations on your election and best wishes for a successful and productive year.”
SECTION 2: EX-OFFICIO MEMBERS
The ORCC may invite a person to serve as an ex-officio member of the Board of Directors by virtue of a local, state, federal or some other office that they may hold. An ex-officio member cannot be used to determine a quorum, cannot make motions or vote. An ex-officio member may be invited by an affirmative vote of two thirds (2/3) of the Board members present. When an ex-officio member of the Board ceases to hold the office that entitles him to such membership, his membership on the Board shall terminate automatically.
SECTION 3: TERM OF OFFICE
Of the twelve (12) elected Directors, four (4) shall be elected annually to assume duties as of January 1 of the forthcoming year and shall serve a term of three (3) years.
SECTION 4: SELECTION AND ELECTION OF DIRECTORS
(a) Selection of Directors: At the regular September Board meeting, the Chairman shall appoint The Executive Committee to serve as a Nominating Committee for the selection of Director candidates. The Executive Committee shall take into consideration the makeup of the new Board as it would be constituted in relationship to the various divisions of membership, including retail, manufacturing and services, including professionals. The Executive Committee, in nominating candidates, shall endeavor to assure a reasonable balance of representatives on the Board of Directors from these divisions.
ORCC staff shall send notice to members by October 1 asking for any recommendations for the four (4)
annually elected Directors. Recommendations must be received in the ORCC office within ten (10) calendar days following the date of the notice. Only members in good standing may make recommendations. The names will be collected at the ORCC office and given to the Executive Committee for consideration.
(b) Candidates: At the November Board meeting each year, the Executive Committee shall present to the Board individuals to replace the four (4) Directors whose regular three (3) year terms are expiring. The Executive Committee may include recommendations of their own in addition to the member nominations as provided in ARTICLE IV, SECTION 4 (a). Prior to presenting the individuals’ names, the Executive Committee will confirm the willingness of each individual to accept directorship responsibility by personally contacting each one. Upon majority approval by the Board members present at the November meeting, four (4) individual nominees shall be confirmed as newly elected Directors.
SECTION 5: OFFICER ELECTION
(a) At the December Board of Directors meeting, all three (3) officers shall be elected by the Board of Directors to serve a one-year term, including Chairman, Vice Chairman and Secretary/Treasurer. Nominations will be accepted from the floor or upon the recommendation of the Executive Committee. Incoming Directors will be invited to this meeting.
(b) Any Director should not be eligible to serve as Chairman until they have served one full year on the Board of Directors, but all are eligible to serve as Vice Chairman or Secretary/Treasurer.
(c) Notice of Election Results: Following the December officer elections, members shall be sent a Notice of Election results, providing a list of Officers and Directors who will be serving in the forthcoming year.
SECTION 6: VACANCIES
(a) In the event of an interim Board vacancy, the Chairman will recommend a replacement to fill the remainder of the term. The Board of Directors shall, by and with the vote of not less than two-thirds of the members of the Board of Directors present at any regular meeting, fill any interim vacancies of the Board within thirty (30) days’ notice of the vacancy.
(b) Any Director may resign at any time by giving written notice to the Chairman or the full Board. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of written acceptance by the Chairman or a majority of the Board present at any meeting.
SECTION 7: MEETINGS
The Board of Directors shall meet at least one time per month, but are required to meet a minimum of ten (10) times per year. The Board of Directors shall determine the date, time and location of the monthly meetings. The Board shall adopt rules for conducting the business of the ORCC. Special Board meetings may be called by the Chairman seven (7) members of the Board of Directors, or ten (10) percent of the membership of the ORCC in good standing. A member in good standing is one who is current on his dues and is not under any suspension, discipline or termination.
SECTION 8: ATTENDANCE REQUIREMENTS
Directors shall attend meetings regularly. The Chairman shall give notice to any Director incurring three unexcused absences within a calendar year. Absences may be excused by the Chairman upon good cause shown by the absent Director. An absent Director may make application to the Chairman for his absence to be excused. The absent Director shall state his reasons in writing and submit it to the Chairman. The Chairman shall make a determination prior to the next scheduled Director meeting if there was good cause shown to be excused. The absent director may appeal to the Board the decision of the Chairman. Violation of attendance requirements shall result in a vacancy being declared and a new Director shall be elected to serve the unexpired term of the absenting Director in accordance to ARTICLE IV, SECTION 6.
SECTION 9: QUORUM
A quorum shall be constituted by a majority of the members of the Board of Directors.
SECTION 10: ADMINISTRATORS
(a) The Board of Directors shall elect, or employ an Executive Director and other employees who shall serve at the pleasure of the Board. The Board shall review and fix the salary and duties of the Executive Director and other employees annually or at other times deemed appropriate.
(b) The Executive Director shall be the chief administrator of the ORCC and shall be devoted to the affairs of the ORCC and such other duties as may be assigned by the Board of Directors and the Chairman. The Executive Director shall have power and authority to employ and discharge employees with approval of the Board, and shall maintain general supervision over all work of the ORCC and its employees. The Executive Director shall be responsible for maintaining all records and minutes, shall serve as recording secretary to all major meetings, but may designate such duties to any other staff member, and shall approve all disbursements of the ORCC. It shall be the responsibility of the Executive Director to make disbursements and expenditures only in accordance with a budget which shall be approved by the Board.
(c) Employment is “at-will”, where either party is free at any time to dissolve the relationship, with or without cause. The Executive Director should give thirty (30) days written notice to the Chairman before resigning.
SECTION 11: POLICY
(a) The Board of Directors shall set the policy of the Oakland Regional Chamber of Commerce, Inc., ORCC including policy on public affairs, general administrative procedures and personnel policy. All resolutions adopted by committees, divisions, councils, or task forces and all reports and other communications which propose to reflect the attitude of the ORCC shall first be approved by the Board of Directors before being made available to the membership of the ORCC or to the public, except such resolutions, reports and other communications approved or authorized in advance by the Board of Directors. Committee divisions, councils or task forces shall not, on their own action, commit the organization to any policy. Any organizations, commitments, policy or procedures, including requests for funding, shall be made only after approval by the Board of Directors.
(b) All members of the Board of Directors, Executive Committee, Executive Director, Ex officio members, ORCC employees and Committee members shall be required to fully execute the ORCC Non-Disclosure Form and abide by its terms.
SECTION 1: EXECUTIVE COMMITTEE
(a) Composition: The Executive Committee of the ORCC shall be composed of the Chairman, Vice Chairman, immediate Past Chairman, one other Past Chairman, Secretary/Treasurer and the Executive Director.
(b) Responsibility: The Executive Committee shall meet upon call of the Chairman or in the case of the Chairman’s absence, the Vice Chairman, or by four of its members. The Executive Committee shall have general supervision of the affairs and shall transact business of the ORCC between its Board meetings, fix the hour and place of meetings, make recommendations to the ORCC, and perform such other duties as are specified in these bylaws. (RR p. 586)
SECTION 2: DUTIES OF OFFICERS
The officers of this organization shall consist of Chairman, Vice Chairman, and Secretary/Treasurer, as set forth in ARTICLE IV, SECTION 5. Officer’s duties shall be set herein, as provided by law, and as assigned by the Chairman and the Board of Directors.
(a) Chairman: The Chairman shall preside at all meetings of the ORCC’s Executive Committee, Board of Directors and general membership. The Chairman shall perform all duties incident to the office, shall make recommendations and shall be the chief communication representative of the ORCC. The Chairman shall also appoint and authorize all committees subject to Board approval. The Chairman is primarily responsible, with the Vice Chairman, for overall program implementation. For all issues coming before the Board, the Chairman shall have the same voting rights as an elected Director, and will have one additional vote, if necessary, for the sole purpose of breaking a tie vote.
(b) Vice Chairman: The Vice Chairman will serve in a coordination and development capacity with the councils or divisions of the ORCC and will be responsible for the program implementation and development jointly and severally with the Chairman. The Vice Chairman will have other such duties as designated by the Chairman. The Vice Chairman shall preside in the absence of the Chairman.
(c) Secretary/Treasurer: The Secretary/Treasurer and Executive Director shall receive and disburse the funds of the ORCC and shall keep all monies of the ORCC deposited in the name of the ORCC. The Secretary/Treasurer and the Executive Director shall submit a financial statement showing receipts and disbursements and the financial condition of the ORCC to the Board of Directors monthly. The Secretary/Treasurer shall be responsible for all matters dealing with the financing of the ORCC. The Secretary/Treasurer shall preside in the absence of the Chairman and Vice Chairman.
SECTION 1: APPOINTMENT
The Chairman shall appoint and authorize such committees and committee chairpersons as necessary to carry out the objectives and progress of the ORCC and shall define the power and duties of such committees as may be deemed necessary. The Executive Committee may assist in such appointments. All appointments of additional divisions, councils or major committees will be subject to the approval of the Board of Directors. All ORCC committee task forces and appointments thereto will be in effect until the end of the fiscal year or until their successors are appointed or until they are dismissed by the Board of Directors.
SECTION 2: RESPONSIBILITY
As the Chamber is a volunteer-driven organization, the goals of the work areas are achieved through use of committees. These committees should report through a Chairperson to the Chairman. The Chairperson is designated by the Chairman and should select responsible individuals to work on the committee. The committee shall be self-reliant, establishing goals and working to achieve these through teamwork and mutual support. The Executive Director of the ORCC should be involved only to provide assistance as needed. The Executive Director shall maintain general supervision of all ORCC work.
It shall be the responsibility of all committees, councils and task forces to carry out their assigned programs and activities as defined by the Board and in line with Procedures and Policies of the ORCC. Minutes of all meetings shall be recorded by the Chairperson or his designee and furnished to the Executive Director for record-keeping.
SECTION 3: MEETINGS
Meetings of the committees and divisions of the ORCC shall be called by the Chairman or Vice Chairman, committee Chairperson or head of that particular group at any time and with whatever frequency necessary in order to accomplish the programs and objectives of the ORCC.
SECTION 4: STANDING COMMITTEE
A standing committee shall be the Executive Committee and others as created by the Board of Directors.
SECTION 5: QUORUM
A majority of all membership of a committee shall constitute a quorum at any committee meeting.
SECTION 1: DUES INVESTMENT
The membership dues investment shall be reviewed annually during the first quarter of the fiscal year by the Board of Directors. The Board shall develop a plan of membership investment that will provide revenue fairly and equitably from the members based on the adopted budget. Membership dues investment shall be paid at the beginning of membership and renewed annually thereafter on January 1.
SECTION 2: DISBURSEMENT
No disbursements other than provided for in the budget shall be made without prior approval and authorization of the Board of Directors or the Executive Committee. All such disbursements shall be made in accordance with normal business practices, and and shall require two signatures consisting of the Secretary/Treasurer, Chairman, Executive Director or any such Officer as designated by the Board. Upon approval of the budget, the Executive Director shall be authorized to make disbursements on account of expenditures provided for in the budget without further approval by the Board of Directors.
SECTION 3: FISCAL YEAR
The fiscal year of the ORCC shall be from January 1 through December 31.
SECTION 4: BUDGET
(a) Prior to the beginning of each fiscal year, the Executive Director and Secretary/Treasurer shall submit a detailed budget of anticipated revenues and expenses to the Executive Committee for review and revision after which it shall be presented to the Board of Directors for approval.
(b) When the ORCC requires the use of a service for a budget or non-budget item which will cost in excess of $500, the following steps are required:
(1) Prior to any commitment, a minimum of three bids or prices shall be obtained. These shall be discussed and voted upon at a meeting of the Board of Directors. When a decision is made, a contract outlining all terms and payment obligations shall be obtained, which shall be signed by two members of the Executive Committee indicating agreement and acceptance.
(c) Non-budget items less than five hundred dollars ($500) would require the approval of two members of the Executive Committee.
(d) In instances where both ORCC members and non-members are invited to bid, the bid shall be awarded to a member of the ORCC when possible and practical, and non-members placing a bid shall be informed of this policy in advance.
SECTION 5: ANNUAL REVIEW OR AUDIT
The books of this organization shall be reviewed or audited by the Executive Committee at the end of each fiscal year. The review or audit shall at all times be available to members of the organization within the offices of the ORCC.
SECTION 6: BONDING
The Executive Director and other staff members who handle ORCC funds shall furnish surety bonds in such amounts as the Board of Directors deems necessary. The cost of such bonds shall be paid by the ORCC.
SECTION 1: REFERENDA
Matters which are of unusual importance and general interest may be submitted by the Board of Directors to the membership to be voted upon. The Executive Director shall see that a ballot containing a statement which adequately and fairly presents a question to be voted upon is sent to every members of the ORCC in good standing at least seven (7) days prior to the date fixed by the authority of the Board of Directors for the closing of the voting, which date shall be stated in the notice. A ballot separate from the statement may be sent in cases where a lengthy presentation on the subject is necessary. If a membership meeting and a referendum are both called for on the same questions, the Directors shall decide whether the meeting or a referendum shall be held and shall fix the date, time and location of each.
SECTION 2: RECORDING
Every ballot shall be signed by the member voting and shall be filed and retained for a period of one year as a part of the office file covering the subject matter of questions voted on during a referendum.
The official seal of the ORCC shall be of such design as the Board of Directors shall adopt.
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter or By-Laws of the ORCC as adopted and amended.
Notice shall be deemed to be transmitted by US mail, electronic mail, facsimile mail, public posting in local newspapers, ORCC website, ORCC newsletter or in any combination thereof, or by any other method of data transmission approved by the Board of Directors.
SECTION 1: PROCEDURE
All proposed amendments to these By-Laws shall be submitted to the Board of Directors in writing.
SECTION 2: ACTION
These By-Laws may be amended by an affirmative vote of two-thirds of the members of the Board of Directors at any meeting of which due notice of such contemplated action is given or by a majority vote of the members of the ORCC in good standing. Any proposed amendment may be submitted to the members by the Board of Directors and such submissions shall be made when requested by not less than ten percent (10%) of members in good standing.
The ORCC shall use its funds only to accomplish the objectives and purposes specified in these By-Laws and no part of said funds shall inure, or be distributed to the members of the ORCC. On dissolution of the ORCC, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, philanthropic organizations to be selected by the Board of Directors.