BY-LAWS OF
GREATER GENEVA AREA CHAMBER OF COMMERCE, INC.
SECTION ONE
NAME
This name of this cooperation shall be Greater Geneva Area Chamber of Commerce,
Inc. Its location and principal place of business shall be in the City Hall,
City of Geneva, Alabama.
SECTION TWO
MEMBERSHIP MEETINGS
1. The annual meeting of the membership shall be held on such date and at such
time and place as may be designated by the Board of Directors.
2. Special meeting of the membership may be called at any time by the President
of the Board of Directors.
SECTION THREE
QUORUM
One-tenth (1/10) of the members of the Chamber of Commerce shall constitute a
quorum for the transaction of the business.
SECTION FOUR
NOTICE
Written notice stating the place, day and hour of the meeting and in case of a
special meeting, the purpose or purposes for which the meeting is called shall
be given before the date of the meeting, either personally or by mail, by or at
the direction of the President or by the Board of Directors to each member. Such
notice shall be delivered no less than ten (1) nor more than fifty (50) days
before the day of the meeting, or within such period or notice to said members
as may be required by law for membership meetings
called for a special purpose. If mailed, any notice to members shall be deemed
to have been delivered when deposited in the United States mail, addressed to
the member at his or her address as it appears on the books of the corporation,
with postage thereon prepaid. If given personally, such notice shall be deemed
to have been delivered when handed to the member, or left at his or her place of
business or residence.
SECTION FIVE
BOARD OF DIRECTORS
1. All corporate powers shall be exercised by or under the authority of, and the
business affairs of the corporation shall be managed under, the director of the
Board of Directors.
2. The composition of the Board of Directors shall be 18 voting members, and an
indefinite number of ex-officio non-voting members.
3. Sixteen voting members shall be three year directors, six being elected each
year from the membership for a term of three years or at such time as their
successors shall be appointed/reappointed to take office.
4. Two voting members shall be the President and the Immediate Past President of
the Chamber of Commerce.
5. Non-voting ed-officio directors shall serve for one year and shall be such
persons as may be appointed or reappointed by the President with the approval of
the Board of Directors.
6. The number of directors may be increased or decreased from time to time by
amendment to the by-laws. No decrease in numbers shall have the effect of
shortening the term of any incumbent director.
7. Any vacancy occurring in the
Board of Directors and any directorship to be filled by reason of an increase of
the number of directors, may be filled by an affirmative vote of a majority of
the remaining directors, though less than a quorum of the Board of Directors.
8. A director appointed to fill a vacancy, shall be appointed for the unexpired
term of their predecessor in office.
9. Any directorship to be filled by reason of an increase in the number of
directors, may be filled by the Board of Directors for a term of office
continuing only until the next appointment of directors.
10. No less than one-third (1/3) of the number of directors of the Chamber of
Commerce, shall constitute a quorum. The act of the majority of the directors
present at the meeting in which a quorum is present shall be the act of the
Board of Directors.
11. If a quorum is present when the meeting is convened, the directors present
may continue to do business, taking action by a vote of the majority of a quorum
as fixed above, until adjournment, notwithstanding the withdrawal or enough
directors to leave less than a quorum as fixed above, or the refusal of any
director present to vote.
12. Meetings of the Board of Directors, regular or special, may be held either
within or without the State of Alabama.
13. The Board of Directors shall hold its regular meetings, at least once a
quarter, within the quarters of the Chamber of Commerce on such day and hour as
may be determined by the Board of Directors or as set specially by the
President. No notice shall be required for regular meetings except for any
meeting specially set by the Board of Directors or by the President. The
presence of any Board member at a specially called meeting shall serve to waive
any requirement of notice as it pertains to that director. Special
meetings of the Board may be called by the President or the Board of Directors
whenever necessary and in order for the Chamber of Commerce to fulfill its
legislative and policy making responsibility.
14. It is the responsibility and duty of the members of the Board of
Directors to attend the regularly scheduled meetings. When any director shall
have missed (3) consecutive regularly scheduled meetings with out the consent of
the Board of Directors, then the Board of Directors shall remove that director
from their position on the Board and shall fill that Directorıs vacancy for
that Directorıs unexpired term.
SECTION SIX
COMMITTEES
The Board of Directors, by resolution adopted by a majority of the directors in
office, may designate and appoint one or more committees each of which will
consist of one or more directors, which committees, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors, except that no such committee shall have the authority of the Board
of Directors in reference to amending, altering or repealing the by-laws;
appointing or removing any member of such committee or any director or officer
of the corporation, amending the Articles of Incorporation; re-instating the
Articles of Incorporation; adopting a plan
of merger or appointing a plan of consolidation with another corporationı
authorizing the sale, lease, exchange or mortgage of all or substantially all of
the property and assets of the corporation; authorizing the voluntary
dissolution of the corporation or revoking proceedings therefore; adopting a
plan for the distribution of the assets of the corporation; or amending,
altering or repealing any action or resolution of the Board of Directors, which
by its terms provides that it shall be amended, altered or repealed by
such committee. Other committees not having and exercising the authority of the
Board of Directors and management of the corporation may be designated by
resolution adopted by a majority of the Directors present at a meeting of any
such committee and the delegation thereto of authority shall not operate to
relieve the responsibility imposed upon it or him by law. The Board of
Directors, shall make final approval of the chairperson for all committees which
shall initially be appointed by the President. All consideration
should be given to appointing a Board Member as chairman of all given
committees, with the Executive Vice President serving on each committee with one
or more directors.
SECTION SEVEN
OFFICERS
1. The officers of the corporation shall consist of a President, Vice-President,
Executive Vice-President, Secretary/Treasurer and such other officers and
assistant officers as may be deemed to be necessary, each of whom shall be
appointed, in such manner and for such term as set out in these By-Laws. The
Executive Vice-President shall be elected by the Board of Directors in the
manner provided in these By-Laws. Any other officers and assistant officers as
are deemed necessary by the Board of Directors, shall
be appointed by the Board of Directors for a term of three years or until a
successor shall be appointed to take over. The President shall hold office for a
term of three years or until successor has been voted or appointed by the board
members of the Greater Geneva Area Chamber of Commerce. In the event the
President cannot fulfill his duties as President then the Vice-President shall
fill the role as President and take over his duties. At the end of the Presidentıs
term of office, the then Vice-President shall assume the office of President for
the on-coming two years. As this time another Vice President shall be voted on
by the board members of the Greater
Geneva Area Chamber of Commerce.
2. The officers and employees of the corporation shall not be liable for the
obligations of the corporation.
3. Any officer voted or appointed may be removed by the persons authorized to
vote or appoint such officer whenever in their judgment, the best interest of
the corporation shall be served thereby. The removal of an officer shall be
without prejudice to the contract rights, if any, of the officer so removed. The
appointment of an officer shall not, of itself, create contract rights.
SECTION EIGHT
BOOKS AND RECORDS
SECTION NINE
This corporation shall keep correct books and records of its accounts and shall
keep minutes of the proceedings of its members, Board of Directors shall keep
its registered office or principal office in City Hall, Geneva, Alabama, the
record of the names and addresses of its board members entitled to vote and
officers. All books and records of this incorporation may be inspected by any
member, director or officer or its agent or attorney, for any proper purpose at
any reasonable time.
SHARES OF STOCK AND DIVIDENDS PROHIBITED
COMPENSATION AND BENEFITS PERMITTED
1. This corporation shall not have or issue shares of stock. No dividends shall
be paid and no part of the income or profit of this corporation shall be
distributed to its members, directors or officers.
2. This corporation may pay compensation in a reasonable amount to its members,
directors, or officers for services rendered and may confer benefits upon its
members in conformity with its purposes, and upon dissolution or final
liquidation may take distribution to its members as permitted by this section,
and no such payment, benefit or distribution shall be deemed to be a dividend or
a distribution of income or profit.
3. No loans shall be made by this corporation or its directors or officers. Any
director or officer who consents to or participates in the making of any such
loan shall be liable to the corporation for the amount of the loan until the
repayment thereof.
SECTION TEN
EXECUTIVE COMMITTEE
1. There shall be an executive committee of the Board of Directors, composed of
the President, Vice President, Executive Vice President,
Secretary/Treasurer and three other members of the Board of Directors appointed
by the President, the immediate past president, and such other persons as may be
appointed by the President not to exceed two in number.
2. The executive committee shall possess the powers of the Board of Directors
and its action shall have the same force and effect as if approved by a majority
of the Board of Directors.
3. Members of the executive committee shall have the responsibility of
interviewing and the employment of all persons hired on a full or part-time
basis by the Chamber of Commerce and shall arrange the terms of such employment.
4. Meetings of executive committee may be called by the President or, in his
absence, the Vice President.
5. Four members of the executive committee shall constitute a quorum at any
meeting. The decision of the majority of the quorum shall be the decision of the
committee.
SECTION ELEVEN
SELECTION OF DIRECTORS
1. During the first week of November of each year, the President shall designate
an executive committee to be the nominating committee.
2. Executive Vice President shall receive the list of recommended candidates to
be appointed by the Board of Directors, confirming the fact by personal contact
with the candidate they are willing to accept directorship responsibility as a
member of the Board of Directors.
3. On or about December 31st the list shall be finalized personally or by mail
the names of directors whose regular terms are expiring and the list of board
members selected by the nominating committee to be appointed or re-appointed by
the Chamber Board.
4. Instructions to appointed or re-appointed members will be to make known their
acceptance of selection by nominating committee.
5. On or before the January board meeting date set by the Board of Directors
selections made will be final.
"Appointment or Re-appointment by Board/Members will be declared
official."
6. The nominating committee shall have a part of its duty to see that the
selection of the members of the Board of Directors is carried out according to
the terms and conditions of the by-laws. The candidates appointed or
re-appointed by board members shall be declared as directors for the term of
three years beginning in January, following the date of said
appointment/reappointment.
7. No organization shall have more than two persons serving on the Board of
Directors for any one year.
8. No proxy shall be permitted.
9. Following the official determination of the new directors, the Executive Vice
President shall certify their names to the current President. The current
President can the request if deemed necessary their attendance at a special
meeting of the directors for the purpose of orientation and fellowship.
SECTION TWELVE
SELECTION AND DUTIES OF OFFICERS
1. Officers due to be elected shall be elected by the Board of Directors at its
regular meeting in December of each year. At such meeting the newly elected
members of the Board of Directors shall meet with the Board in addition to
retiring directors, solely and only for the purpose of voting in the election of
officers for the ensuring year. The officer so elected shall take office at the
January meeting of the Board of Directors.
2. The President shall be the executive head of the Chamber of Commerce and
shall preside at all meetings of the membership and the Board of Directors.
He/she shall be the official executive representative spokesman of the Chamber
of Commerce in all instances and situations where such representation is
appropriate. He/she shall determine the need for departments, divisions and
committees, subject to the approval of the Board of Directors and subject to the
provisions of these by-laws, and shall select all committee chairmen and assist
in the selection of the committee members. He/she shall sign all deeds,
contracts and other instruments affecting the operation of the Chamber of
Commerce or any of its properties.
3. The Vice President shall be the first voluntary assistant to the President of
the Chamber of Commerce performing the duties of the President in the absence of
that elected officer.
4. The Secretary/Treasurer shall serve as secretary to the Board of Directors,
Executive Committee and serve as Chairman of the Budget and Finance Committee.
In addition to serving as the Secretary of the Chamber of Commerce in this
capacity, he/she shall prepare minutes for the Executive Vice President to keep
within the principle place of business.
5. The Executive Vice President shall serve as the assistant to the President
and perform such responsibilities as may be designated to he/she by the
President and/or the Executive Committee. he/she shall serve as advisor to the
President, the Executive Committee and the Board of Directors of any matters
purposed or established policy of the Chamber of Commerce. He/she shall be the
technical custodian of all funds of the Chamber of Commerce. He/she shall cause
an audit to be made of all financial operations of the Chamber of Commerce at
such time deemed necessary, and shall prepare and present a final report to the
financial condition concerning the Chamber
of Commerce to the Board of Directors at any given meeting date. He/she shall,
with the approval of the Board of Directors, designate the bank or banks in
which the funds of the Chamber of Commerce shall be deposited. He/she shall in
addition to the President, Vice President and Secretary/Treasurer be authorized
to sign checks of the organization with a signature of one other officer
required as validity on checks in excess of $100.00. He/she shall be custodian
of the records and of the seal and shall affix the latter when required. He/she
shall serve as advisor to the President, the Executive Committee and the Board
of Directors on the subject
of organizational realignment and long range program of work development. He/she
shall be the official administrator representative and spokesperson of the
Chamber of Commerce in all instances and situations where representation is
appropriate and shall be responsible for employing and supervising the
administrative staff of the Chamber of Commerce and approving the employment of
other staff members. He/she shall maintain personal liaison with business,
community and civic leaders outside the Chamber of Commerce offices throughout
the metropolitan area. He/she shall assemble information and data and prepare
special reports on all matters as
the President and/or Executive Committee or Board of Directors may designate.
He/she shall be accountable to the Executive Committee and the Board of
Directors for all administrative responsibility of the Chamber of Commerce. The
Executive Vice President shall be employed by the Chamber of Commerce and be
compensated as per the desires and discretion of the Board of Directors.
6. The Board of Directors shall have the right to elect such additional officers
and employ such additional employees as in their judgment and discretion, from
time to time, shall seem expedient and proper.
Certified and attested as the By-Laws, duly adopted by the Board of Directors of
the Greater Geneva Area Chamber of Commerce, Inc. on the
_________________________day of ___________________, 20_______.
Vann Bradshaw, President
Greater Geneva Area Chamber of Commerce
03/28/07 03:44:55 PM