The Chamber Bylaws

OXFORD CHAMBER OF COMMERCE; OXFORD, OHIO

ARTICLE I
Section 1 - NAME
This organization is incorporated under the laws of the State of Ohio and shall be known as the Oxford Chamber of Commerce.
Section 2 - PURPOSES
The Oxford Chamber of Commerce is organized to advance the general welfare and prosperity of the Oxford planning area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided and particular attention and emphasis shall be given to economic, civil, commercial, industrial and educational interests of the planning area.
Section 3 - AREA
The Oxford planning area or Oxford economic region shall include the city of Oxford, Oxford Township, and Talawanda School District.
Section 4 - LIMITATIONS OF METHODS
The Chamber shall be nonprofit, nonpartisan, and nonsectarian and shall take no part in or lend its influence or facilities either directly or indirectly to the nomination, election, or appointment of any candidate for public office in the township, village, city, county, state, or nation.
ARTICLE II - MEMBERSHIP
Section 1 - ELIGIBILITY
Any person, firm, association, corporation or partnership having an interest in the objectives of the organization shall be eligible to apply for membership, subject to Board approval as in Article II, Section 2. Common ownership of several businesses shall not confer eligibility to the common owner(s) for multiple memberships.
Section 2 - APPROVAL FOR MEMBERSHIP
Applications for membership shall be made in writing, and signed by the Applicant, on forms provided for that purpose, accompanied by the payment of the regularly scheduled dues established by the Board of Directors, in force at the time of application, The Membership Committee shall review all applications and submit them to the Board of Directors with its recommendation. Approval of members shall be by the Board of Directors at any meeting thereof. Any applicant so approved shall become a member of the Oxford Chamber of Commerce.
Section 3 - DUES
Membership dues shall be periodically reviewed and established by the Board of Directors.
Section 4 - TERMINATION
  1. Any member may resign from the Chamber upon written request to the Board of Directors.
  2. Any member may be expelled by the Board of Directorsfor nonpayment of dues after ninety (90) days from the date due, unless otherwise extended for good cause.
  3. Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member so charged.
Section 5 - EXERCISE OF PRIVILEGES
Any firm, association, corporation or partnership holding membership shall appoint an individual, whom the holder desires to exercise the privileges of membership covered by its membership, and shall have the right to change its membership nomination upon written notice.
Section 6 - VOTING
Each member person, firm, association, corporation or partnership shall be entitled to cast one vote by its designated representative. Votes for members of the Board of Directors shall be cast according to the provisions of the Article IV herein.
Section 7 - ORIENTATION
At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new Directors, officers and Directors, committee chairpersons, committees and new members.
Section 8 - TYPES OF MEMBERSHIP
  1. BUSINESS MEMBERS
  2. BUSINESS AFFILIATES
  3. MIAMI UNIVERSITY STUDENTS
  4. HONORARY MEMBERS
  5. LOCAL SOCIAL SERVICE ORGANIZATIONS
  6. MIAMI UNIVERSITY UNDERGRADUATE STUDENT ORGANIZATIONS
  7. ASSOCIATE MEMBERS
Section 9 - ELIGIBILITY FOR MEMBERSHIP
The Board of Directors shall determine the eligibility requirements for each type of membership set forth in Section 8 above, and shall publish these requirements in its literature describing membership and on its applications for membership.
Section 10 - HONORARY MEMBERSHIP
The Board of Directors may confer Honorary Membership to an individual who has distinguished himself/herself in public affairs and/or made significant contributions to the Oxford Chamber of Commerce. Honorary members shall have all the privileges of membership, for their lifetime, except the right to hold office and vote on issues, and shall be exempt from the payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.
ARTICLE III - MEETINGS
Section 1 - ANNUAL MEETING
The annual membership meeting of the Oxford Chamber of Commerce shall be held during January of each year. The Board of Directors shall fix the time and place and notice thereof shall be mailed to each member at least ten (10) days before said meeting. At the annual meeting, the Chairperson of the Board of Directors or his /her designee shall give a report of the previous year’s activities and plans for the future.
Section 2 - ADDITIONAL MEMBERSHIP MEETINGS
Additional membership meetings of the Oxford Chamber of Commerce may be called at any time by the Board of Directors or upon petition in writing by any ten (10) members in good standing.
  1. Notice of special meetings shall be mailed by United States mail or by e-mail to each member at least five (5) days prior to such meetings.
  2. Directors’ meetings may be called by the Chairperson of the Board of Directors at his or her discretion or by the Chairpersonupon the written request of three (3) members of the Board of Directors. Notice (including the purpose of the meeting) shall be given to each Director at least one day prior to said meeting.
  3. Committee meetings may be called at any time by the Chair, a Vice Chair, or by its chairpersons.
  4. Regular meetings of the Board of Directors shall be monthly, on a date, and at a time and place designated by the Chairperson of the Board of Directors.
Section 3 - QUORUMS
At any duly called general or Special membership meeting of the Chamber, 10% of the members shall constitute a quorum. A majority of Directors shall constitute a quorum of the Board of.Directors. At committee meetings, a majority shall constitute a quorum, except when a committee consists of more than nine (9) members, five (5) shall constitute a quorum.
Section 4 - REFERENDA
Upon the written request of ten percent (10%) of the members in good standing, by and through their designated Chamber representative, or upon the request of a majority of the Board ofDirectors, the Chairpersonshall cause an issue to be submitted to the members for a mail referendum. A narrative statement approved by a majority of the Board of Directors identifying the issue and requesting that the members indicate their preference on the issue, shall accompany the ballot for such referendum. The Board of Directors shall designate a reasonable timetable for the referendum process to be completed.
Section 5 - VOTING BY TELEPHONE OR ELECTRONIC MAIL
Upon the direction of the Chairperson of the Board of Directors, voting on an issue pending before the Board of Directors, may be conducted by the Chairperson calling each Director and explaining the issue pending and requesting a vote in the affirmative or negative on a proposal referring to said issue, as submitted by the Chairperson. A majority of the Directors must cast a vote for the issue to be considered acted upon. The Chairperson in such a case, shall record the votes cast by telephone or electronic mail. The results of said voting process shall be part of the agenda for the next regularly scheduled meeting of the Board of Directors, with the votes cast by each Director made part of the minutes of said meeting. This process of voting on issues by telephone or electronic mail shall be utilized sparingly, and only when the Chairperson determines that an issue needs the action of the Board of Directors before the next regularly scheduled meeting of the Board of Directors, but does not warrant calling a special meeting of the Board of Directors.
ARTICLE IV - BOARD OF DIRECTORS
Section 1 - COMPOSITION OF THE BOARD
The Board of Directors shall be composed of fifteen (15) members, one-third of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualified. Each Board Member shall be a voting member of the Board. The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors which shall control its property, be responsible for its finances, and direct its affairs. Only those individuals who are designated as the designated representative of Members in good standing, on their annual application for membership in the Chamber, shall be eligible to serve as a Director. Avoting Member may change its designated representative by notifying the Chairpersonof the Board of Directors, in writing, at any time while the member is in good standing.
In addition to the elected and appointed members of the Board of Directors the following shall be ex-officio, nonvoting members of the Board: the Oxford City Manager, the Director of Economic Development of the City of Oxford, representatives from Miami University and the Talawanda School District, legal counsel of the Chamber of Commerce, and the President of the Oxford Chamber of Commerce.
Section 2 - SELECTION AND ELECTION OF DIRECTORS
  1. Selection Committee. At the regularSeptember Board meeting, the Chairperson of the Board of Directors shall appoint a Selection Committee of at least three members of the Chamber.
    Prior to the November meeting of the Board of Directors, the Selection Committee shall present to the Chairperson a slate of nominees, each to serve a three (3) year term, to replace the Directors whose regular terms are expiring. Each nominee must be a member eligible to serve on the Board as defined in the current dues schedule, must be in good standing, and must have agreed to accept the duties and responsibilities of being amember of the Board of Directors. No Director may be elected to more than two (2) consecutive three (3) year terms.
  2. Publicity of Nominations. Upon receipt of the report of the Selection Committee, the Chairpersonshall immediately notify the membership by United States mail or e-mail of the names of persons nominated for membership on the Board of Directors and of the right of members to submit a nomineeby petition.
  3. Nomination by Petition. Additional Director Candidates may be nominated by petition bearing the genuine signatures of at least ten (10) qualified members of the Chamber. Such petition shall be filed with the Selection Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Selection Committee as to the legality of the petitions(s) filed shall be final.
    1. If no petition is filed within such ten (10) day period, the nominations shall be closed and the nominees named by the Selection Committee shall be declared by the Board of Directors to be elected.
    2. If a valid petition is presented to the Selection Committee, pursuant to this section, nominating additional, candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. No identification shall be made on the ballot to identify those candidates named by the Selection Committee or those nominated by petition. Instructions will be for members to vote for Directors. The Chairpersonshall mail this ballot to all members at least 15 days before the regular September Board meeting. Ballots shall be marked in accordance with the instructions printed on them and returned to the Chamber office not less than five (5) days before the regular Board Meeting. All voting shall be by ballot. No proxies shall be allowed.
      The Board of Directors shall, at their December Board meeting, declare the nominees with the greatest number of votes elected.
      If, in the tabulation of votes cast for nominees to the Board of Directors, a tie results, the Board of Directors shall, at their regular December meeting break the tie vote by a vote among the members of the sitting Board; if a tie vote results in this process, the Chairperson shall break the tie by selecting a nominee from those nominees who received the same number of votes.
Section 3 - SEATING OF NEW DIRECTORS -
All newly elected Board Membersshall take office as of January 1st following their selection and shall be participating and voting members thereafter.
Section 4 - VACANCIES
A member of the Board of Directors who incurs three (3) unexcused absences in a calendar year from the regular monthly meetings of the Board of Directors shall be automatically removed from membership of the Board, unless the absence is confirmed by illness or otherwise excused by a majority vote of those Board members voting at any meeting thereof.
The Board of Directors shall fill vacancies on the Board of Directors, or among the officers, by a majority vote.
Section 5 - POLICIES
The Board of Directors shall formulate the policies of the organization. These policies shall be managed by the President of the Oxford Chamber of Commerce. The Board of Directors shall review said policies on a regular basis. The Management Policy of the Oxford Chamber of Commerce, adopted August 19, 2010 is attached to these By-Laws.
Section 6 - MANAGEMENT
The Board of Directors shall employ a President and shall fix his or her salary and other considerations of employment. Regarding employment of any staff, the Oxford Chamber of Commerce shall be an Equal Opportunity Employer.
The Chairperson and the Executive Committee shall annually review the performance of the President and report the results of said review to the Board of Directors.
ARTICLE V - OFFICERS
Section 1 - ELECTION OF OFFICERS
The Board of Directors at its regular January meeting shall reorganize for the coming year. At this meeting, the Board shall elect a Chairperson, Vice Chairperson of the Chamber of Commerce, Vice Chairperson and Chair of the Oxford Retail Merchants Association and Treasurer to conduct the activities of the Chamber. The Officers referred to in this section will be elected from the voting members of the Board of Directors.
Section 2 - DUTIES OF OFFICERS
  1. Executive Committee: The Executive Committee of the Oxford Chamber of Commerce shall consist of the Board Chair, Vice Chair, Treasurer and Chamber President. The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, and shall be accountable to the Board for its action.
  2. Board Chair: The overall job of the Board Chair is to work closely with the Executive Committee and Chamber president to make sure the organization is succeeding with its overall purpose and goals. The board chair is welcome to join other committees within the chamber, but should always stay abreast of what each committee is working toward, and see that everyone is working in the most positive direction for the Chamber as a whole.
      Specific duties:
    1. The Chair will present and set the agenda at monthly executive committee meetings and board meetings. Executive Committee meetings are usually held the week prior to monthly board meetings. The Chair works closely with board president to develop the agenda.
    2. The Chair will preside at all Board of Directors Meetings.
    3. The Chair, with the rest of the executive committee, will see that an annual performance review of the President is conducted.
    4. The Board Chair also represents the Chamber at the monthly Leadership Meeting, which includes leaders from Miami University, Talawanda School District, McCullough Hyde Hospital and the City of Oxford. The chair will report information to the Board of Directors and collaborate with other leaders to help better our city.
  3. Vice Chairperson: The Vice Chairperson will exercise temporary powers and authority and perform the duties of the Chair in the absence of the Chairperson.
      Specific duties:
    1. Prepares themselves for eventually assuming the role of the Chair of the Board by being familiar with the programs and activities in which the Chamber is involved
    2. Temporarily assume the duties of the Chairperson in their absence.
    3. Represent the chamber at functions or events where necessary.
    4. Participate in all Executive Committee meetings and decisions.
  4. Treasurer: The Treasurer of the Oxford Chamber of Commerce is responsible for insuring the integrity of the financial affairs of the Chamber. All Chamber funds are to be kept deposited in financial institutions based on the recommendation of the Board of Directors.
      Specific duties:
    1. Insure that all checks are signed in accordance with the procedure set forth by the Executive Committee and Board of Directors. All checks need two signatures, and at least one of the Executive Committee members needs to sign every check. The President will also count as a valid signer.
    2. Reviews chamber financial status at least monthly. President will provide copies of the bank statements to the Treasurer each month. President will also print a copy of the current profit and loss statements and budget for review at each Executive and board meeting.
    3. Treasurer will review financial statements provided by CPA on a yearly basis
    4. Assist the President in developing and presenting the yearly budget to be adopted by the Board of Directors at the annual planning meeting.
    5. Assist the President with decisions about office expenditures regarding service contracts, utilities, etc.
    6. Treasurer will serve as a member of the Board of Directors and as a member of the Executive Committee attending meetings each month for both governing bodies.
ARTICLE VI - COMMITTEES AND DIVISIONS
Section 1 - APPOINTMENT AND AUTHORITY
The Chairperson, by and with the approval of the Board ofDirectors, shall direct the appointment of all committees and committee chairpersons. He or she may appoint such ad hoc committees and chairpersons as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the Chairperson and in no event shall exceed the term of the appointing Chairperson.
It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board ofDirectors and to carry out such activities as may be delegated by the Board.
Section 2 - LIMITATION OF AUTHORITY
No action by any member, committee, division, employee, Director, or officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it has been approved or ratified by the Board. It shall be the function of the committees to investigate and make recommendations. They shall report in writing to the Board ofDirectors. No standing or special committee shall represent the Chamber in advocacy of or opposition to any project. The Chairpersonshall discharge committees when their work has been completed and their reports accepted.
Section 3 - DIVISIONS
REGULATION OF CORPORATE AFFAIRS The Board may create such advisory task groups, as it deems advisable to handle the work of the Chamber.
The Board shall authorize and define the powers and duties of all such advisory task groups. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments or councils.
ARTICLE VII - REGULATION OF CORPORATE AFFAIRS
The Board of Directors shall adopt such bylaws, as they deem necessary for the regulation of the affairs of this corporation. The articles of incorporation shall be recorded withthe Ohio Secretary of State.
Section 1 - CORPORATE POWERS
The private property of members shall be exempt from the corporate debts. The Chamber may have a seal, which it may alter at pleasure. It shall have power to take property by gift, purchase, device or bequest, and to sell and convey it. It shall have all necessary and proper power for the successful carrying out of its purposes and legal remedies. It may use part or the entire sum annually received from any source to employ special agents and to do anything expedient to advertise and promote the resources and advantages of the city as a business and industrial center.
Section 2 - NO SALARIES TO BOARD; NO DIVIDENDS
No salary shall be paid to any officer who is also a voting Director. The Chamber of Commerce shall declare no dividend.
Section 3 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each Officer, Director, Agent, employee or volunteer of the Oxford Chamber of Commerce, and any Officer, Director, Agent, employee or volunteer of any other corporation serving as such at the request of the Chamber of Commerce shall be indemnified by the Chamber of Commerce under the standards set by and to the fullest extent allowable under Section 1702.12 (E), Ohio Revised Code, as the same shall be amended from time to time.
The foregoing right of indemnification shall be in addition to any rights to which any person seeking indemnification may be or become entitled by law, vote of Members or disinterested Directors of the Chamber of Commerce or otherwise.
ARTICLE VIII - FINANCES
Section 1 - FUNDS
All money paid to the Chamber shall be placed in a general operating, capital improvement, or reserve fund. Funds unused from the current year’s budget will be placed in the reserve account or appropriate fiduciary instrument.
Section 2 - DISBURSEMENTS
Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be by check.
Section 3 - FISCAL YEAR
The fiscal year of the Chamber shall be the calendar year.
Section 4 - AUDITS
The accounts of the Chamber of Commerce shall be reviewed semi-annually, as of the close of business on December 31 by an independent public accountant. The review shall, at reasonable times, be available to members of the organization in the office of the Chamber within 30-60 days after close of the fiscal year.
The accounts of the Chamber of Commerce shall be reviewed annually, as of the close of business on December 31, by the Chamber’s Treasurer, President and the Chamber’s accountant. The review shall, at reasonable times, be available to members of the organization in the office of the Chamber within 30-60 days after close of the fiscal year.
ARTICLE IX - DISSOLUTION
The Chamber shall use its funds only to accomplish the objects 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, philanthropic, or other non-profit organizations designed to promote the welfare of the Oxford Planning Area, to be selected by the Board of Directors
ARTICLE X - PARLIAMENTARY AUTHORITY
The current edition of Robert’s Rules of Order shall be the final authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter or Bylaws of the Chamber.
ARTICLE XI - AMENDMENTS
These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board or by majority of the members at any regular meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing, at least fifteen (15) days before the meeting at which they are to be acted upon.
  • Amended by Directors May 19, 2000
  • Amended by the Directors November __2001.
  • Amended by the Board of Directors January 21, 2005
  • Amended by the Board of Directors February 16, 2007
  • Amended by the Board of Directors November 16, 2007
  • Amended by the Board of Directors August 19, 2010