Bylaws of the Superior Chamber of Commerce

ARTICLE I: NAME AND PURPOSE

SECTION 1 – NAME OF ORGANIZATION

This organization is incorporated under the laws of the State of Arizona and shall be known as the Superior Chamber of Commerce.

SECTION 2 – PURPOSES

The purpose of the Superior Chamber of Commerce is to foster, develop, and unite the business community to accomplish business expansion, increase the functional and aesthetic values of the community, and promote economic growth.

SECTION 3 – LIMITATION OF METHODS

The Superior Chamber of Commerce shall observe all local, state, and federal laws that apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code.  The Superior Chamber of Commerce may not participate in any political or religious matters or show bias to same.

ARTICLE II: MEMBERSHIP

SECTION 1 – ELIGIBILITY                                  

Any person, association, corporation, partnership, or estate having an interest in the purpose and objectives of the organization shall be eligible for membership. All membership investment will be annualized after the first year, so the anniversary date will coincide with the new year.

SECTION 2 – APPLICATION FOR MEMBERSHIP 

Application for membership shall be on forms provided by the Superior Chamber of Commerce. Any applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.

SECTION 3 – INVESTMENT 

Chamber membership is based on the calendar year. Membership is valid for one (1) year. Pro-rated membership fees are available for new members from June 1 through the end of the year, as determined by the Board. Special consideration may be given to exchange/pro bono memberships at no cost to either party, with Board approval.

SECTION 4 – TERMINATION OF MEMBERSHIP (Resignation/Expulsion/Delinquency)

1. Any Member may resign from the Chamber at will. All membership-related fees are non-refundable.
2. Any Member shall be expelled for nonpayment of their annual investment after ninety (90) days from the date due, unless otherwise extended.
3. Any member may be expelled by a majority vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming of a member or prejudicial to the purpose or objectives of the Chamber. Member may submit a written appeal within thirty (30) days of notification to the Board of Directors. Once received, the Board will review the appeal during the next regularly scheduled board meeting. During this period, all member benefits will be suspended.

SECTION 5 – VOTING PROCEDURES

In any proceeding in which member voting is called for, each eligible member in good standing shall be entitled to cast one vote.

SECTION 6 – EXERCISES OF PRIVILEGES 

Orientation on the purposes and activities of this organization shall be conducted for the following groups as needed: new directors, officers and board members, committee leaders, committees, new members, and volunteers.

SECTION 7 – HONORARY MEMBERSHIPS 

Individuals or businesses only may be considered by the Board of Directors for honorary membership. Honorary members shall have all the privileges of membership, except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote. Honorary membership will be valid until December 31st of the year following the date the membership has been approved. The Board of Directors may approve recipient memberships with other organizations.

ARTICLE III: MEETINGS

SECTION 1 – ANNUAL MEETING 

The annual meeting of the Chamber, in compliance with State Law, shall be held in or before the month of February following the end of the budgeted calendar year. The time and place shall be fixed by the Board of Directors and notice thereof communicated (electronic and/or print) to each member, at least ten (10) days before said meeting.

SECTION 2 – GENERAL MEETING

At any duly-called meeting of the Chamber Board of Directors, a quorum will be considered one half of the total Board membership plus one.

SECTION 3 – ADDITIONAL MEETINGS 

General Meetings of the Chamber of Commerce may be called by the President at any time or upon petition in writing of 20% of the members in good standing. Only members may collect signatures for the petition.

1. Notice of special meetings, unless time critical, shall be communicated (electronic and/or print) to each member at least five (5) days prior to such meetings.
2. General meetings will be held on the third (3rd) Wednesday of the month and may be changed, or added to, by a majority vote of the Board.

SECTION 4 – NOTICES, AGENDAS & MINUTES

Written notice of all Chamber membership meetings must be given at least ten (10) days in advance, unless otherwise stated. An agenda must be prepared for all meetings. Each year it will be the responsibility of President to coordinate the annual meeting(s).

ARTICLE IV: BOARD OF DIRECTORS

SECTION 1 – EXPECTATIONS OF THE BOARD

The governing and policy-making responsibilities of the Chamber shall be vested in the Board of Directors. They shall control its property, be responsible for its budget and finances, policies, membership and may hire an Executive Director. Directors shall not be entitled to be represented by proxy. No Board member shall receive any compensation solely by reason of membership on the Board.

SECTION 2 – DIRECTORS 

The Board of Directors shall be composed of no less than five (5) and no more than nine (9) directors and two non-voting members at large. The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs. The Executive Director shall not be considered a member of the Board of Directors.

SECTION 3 – ATTENDANCE

Unexcused absence from three (3) Board meetings in a calendar year without prior approval by the President may result in removal by the Board of Directors. Failure to fulfill the commitment could result in removal from the Board. Board meetings will be on the second (2nd) Tuesday of the month. Special meetings may also be called whenever necessary following notice as provided herein.

SECTION 4 – NOMINATION OF DIRECTORS

Nominating Committee – The Nominating Committee may consist of members, Directors, Officers, or staff and shall be approved by the Board of Directors. Prior to the November board meeting, the Nominating Committee shall present to the President and Board of Directors a slate of candidates. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. Candidate nominations are due to the Chamber office no later than October 31.

Public Notice of Nominations – Upon receipt of the report of the Nominating Committee, The President shall notify the membership by email or mail the names of the persons nominated as candidates and of the right of petition.

Determination – If the slate presented by the Nominating Committee exceeds the number of positions available, the vote shall be by ballot. Ballots can be distributed to members in good standing electronically or printed and mailed.

SECTION 5 – ELECTIONS OF DIRECTORS

1. If it is required that an election be held, the election of the Board of Directors shall be held in the month of November.
2. The President shall preside over the election proceedings unless she or he is one of the nominees, in which case, the Vice President shall preside. If the Vice President is also a nominee, a Board Member representative of the Nominating Committee shall be appointed by the Board of Directors.
3. The Board of Directors shall appoint a committee from the membership of three (3) people, one of which shall be a member of the Board of Directors, to collect and count all ballots.
4. All absentee ballots must be received in the Chamber office by five (5) p.m. on the day before the date established for voting at the general meeting and counting of ballots.
5. The Board member on the committee shall announce to the membership the results of the election immediately after counting the ballots.
6. In the event of a tie vote, the Board of Directors shall conduct an election to break the tie vote. This election shall be decided by the qualified voters present at the January membership meeting, and the Director shall take office immediately following.

SECTION 6 – INDEMNIFICATIONS 

The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of Commerce against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties or a party, by reason of having been representatives of the Chamber, except in relation to matters as to which such Board member shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated in the existence of such liability.

SECTION 7 – WHISTLE BLOWER

The Superior Chamber of Commerce is committed to operating in the furtherance of its tax-exempt purposes and in compliance with all applicable laws, rules and regulations, including those concerning accounting and auditing, and prohibits fraudulent practices by any of its board members, officers, employees, or volunteers. Any member of the organization may bring attention to unethical or illegal practices to the President, Board member, or proper authorities regarding said practices.

SECTION 8 – ELECTRONIC VOTING

The Board of Directors may be required to vote through electronic communications regarding urgent matters such as policy, budgets, personnel, finances, or any matter that would impede the progress of or improve the productivity of the Chamber; whereas postponing until a regularly-scheduled board meeting would have an adverse effect on its mission or organizational objective. All electronic votes shall be read into the meeting minutes at the following Board meeting.

ARTICLE V: OFFICERS

SECTION 1 – OFFICERS 

The new Board of Directors shall organize for the coming year at its regular December meeting. At this meeting, the Board shall approve the succession of leadership. At the discretion of the Board, the Secretary and Treasurer may be one and the same person. There may also be a Corresponding Secretary to assist the Recording Secretary. All officers shall serve for a term of two (2) years when possible or until their successors assume the duties of office. They shall be voting members of the Board of Directors.

SECTION 2 – DUTIES OF OFFICERS 

1. President – Shall serve as the chief elected officer of the Chamber and shall preside at all meetings of the membership and the Board of Directors. She or he will also have under the immediate jurisdiction all counsel pertaining to their general duties. The President is the spokesperson for the organization and is responsible for all formal statements issued on behalf of the Board and Chamber. The President may opt to delegate spokesperson duties.  
2. Vice President – Duties of the Vice President shall be such as their title by general usage would indicate and such as required by law, as well as those that may be assigned by the President and the Board of Directors. The Vice President shall exercise the powers and duties of the President in his or her absence or disability. 
3. Treasurer – The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the Board. Checks are to be signed by the Treasurer, the President, or other delegate of the Board. The Treasurer shall provide a monthly financial report to the Board of Directors.
4. Secretary – The Secretary shall maintain records of Board meetings. He or she manages minutes of board meetings and ensures the minutes are distributed to members shortly after each meeting.

SECTION 3 – INDEMNIFICATIONS 

The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of all officers, as spelled out in Article IV, Section 7 of these bylaws.

SECTION 4 – REMOVAL FROM OFFICE

Any officer or director may be removed from office resulting from failure to fulfill the duties of said office or from conduct detrimental to the best interest of the Superior Chamber of Commerce. Said removal must be determined by majority vote of the Board of Directors. If the officer or director is the party to be removed, he or she shall abstain from the vote.

SECTION 5 – VACANCIES

Vacancies by resignation or otherwise on the Board of Directors shall be filled by a majority vote of the Board of Directors for the remaining term of office. 

ARTICLE VI: COMMITTEES AND DIVISIONS 

SECTION 1 – APPOINTMENT AND AUTHORITY 

The Board of Directors shall appoint all committees and committee chairs as deemed necessary to carry out the program of the Chamber. It shall be the function of committees to perform investigations, conduct studies, make recommendations, and carry out activities assigned to them by the Board. 

SECTION 2 – LIMITATION OF AUTHORITY

All official actions by any member, committee, division, employer, director or officer shall be approved or ratified by the Board of Directors.

Committees shall be discharged by the President when their work has been completed and their work accepted, or when, in the opinion of the Board, it is deemed wise to discontinue the committees.

ARTICLE VII: FINANCES

SECTION 1 – FUNDING 

All money paid to the Chamber shall be placed in a general operating account. Funds unused from the current year’s budget shall be carried over in the new budget cycle. A savings account or comparable investment savings tool should be established and maintained with at least three (3) months of operational expenses when budgeted revenues permit.

SECTION 2 – DISBURSEMENTS 

Upon approval of the budget, the President and the Treasurer are authorized to make cash disbursements on accounts and expenses provided for in the budget under policies established by the Board of Directors.

SECTION 3 – FISCAL YEAR

The fiscal year of the Chamber shall close December 31st of each year.

SECTION 4 – ANNUAL BUDGETS

Prior to the November meeting, the Treasurer shall assist the Executive Director or President, if no Executive Director exists, in the preparation of an operating budget for all activities of the Chamber. The budget shall be presented to the Board of Directors for consideration and adoption at the regular November meeting. Upon approval by the Board of Directors, the budget shall provide the monetary policy of the Chamber for the forthcoming fiscal year. The Board may modify the budget by a majority vote of the Board.

ARTICLE VIII: DISSOLUTION PROCEDURE

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 and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors as defined in IRS Section 501(c)(6).

ARTICLE IX: PARLIAMENTARY AUTHORITY

The current edition of Robert’s 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 of Bylaws of the Chamber.

ARTICLE X: AMENDMENTS 

These Bylaws may be amended or altered by a majority vote of the Board of Directors or by a majority of the members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments.