| By Laws |
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| Monday, 05 November 2007 10:33 |
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BYLAWS OXFORD CHAMBER OF COMMERCE OXFORD, OHIO Revised May 19, 2000 Revised November ___,2001 Revised January 21, 2005 Revised February 16, 2007 Revised November 16, 2007 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 a. Any member may resign from the Chamber upon written request to the Board of Directors. b. Any member may be expelled by the Board of Directors for nonpayment of dues after ninety (90) days from the date due, unless otherwise extended for good cause. c. 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 A. BUSINESS MEMBERS B. BUSINESS AFFILIATES C. MIAMI UNIVERSITY STUDENTS D HONORARY MEMBERS E. LOCAL SOCIAL SERVICE ORG. F. MIAMI UNIVERSITY UNDERGRADUATE STUDENT ORGANIZATIONS G. 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. a. 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. b. Directors’ meetings may be called by the Chairperson of the Board of Directors at his or her discretion or by the Chairperson upon 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. c. Committee meetings may be called at any time by the Chair, a Vice Chair, or by its chairpersons. d. 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 of Directors, the Chairperson shall 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 telephone or electronic mail by the Chairperson calling each Director and explaining the issue pending and requesting a vote by telephone or electronic mail 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. A voting Member may change its designated representative by notifying the Chairperson of 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 a. Selection Committee. At the regular September 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 five (5) 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 a member of the Board of Directors. No Director may be elected to more than two (2) consecutive three (3) year terms. b. Publicity of Nominations. Upon receipt of the report of the Selection Committee, the Chairperson shall 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 nominee by petition. c. 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 five (5) Directors. The Chairperson shall 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 Members shall 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. 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 a. Chairperson. The Chairperson shall serve as the executive officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee. The Chairperson shall, with the advice and counsel of the President, assign the Vice Chairpersons to divisional or departmental responsibility subject to the approval of the Board of Directors. The Chairperson shall, with the advice and counsel of the Executive Committee, determine all committees, select chairs and assist in the selection of committee personnel. b. Vice Chairperson of the Chamber of Commerce. The Vice Chairperson of the Chamber of Commerce shall exercise the powers and authority and perform the duties of the Chairperson in the absence or disability of the Chairperson as well as such duties that may be assigned to him or her, by the Chairperson or the Board of Directors. c. Vice Chairperson and Chair of the Oxford Retail Merchants Association. The Vice Chairperson and Chair of the Oxford Retail Merchants’ Association shall be the Board of Directors’ liaison with the Oxford Retail Merchants’ Association, which is a committee of the Chamber, and shall serve as the Chair of said Association. The Vice Chairperson and Chair of the Oxford Retail Merchants Association shall also assume such other duties as may be assigned to him or her by the Chairperson or the Board of Directors. d. Treasurer. The Treasurer shall be responsible for insuring adequate controls are in place to safeguard all funds received by the Chamber and for proper disbursement thereof. Such funds shall be kept on deposit in financial institutions and/or appropriate fiduciary instruments approved by the Treasurer and the Chairperson, or, in the absence of either or both, by any two (2) officers. The Treasurer shall cause a monthly financial report to be made to the Executive Committee and quarterly financial reports to the Board of Directors. e. President of the Chamber of Commerce. The President shall be the chief administrative officer. He or she shall be an ex-officio member of the Board of Directors. The President shall serve as Secretary to the Board of Directors. The President shall, or appoint a person to, prepare, notices, agendas and minutes of the Chamber Board Meetings. The President shall serve as a member of the Executive Committee. The President of the Chamber of Commerce shall serve as advisor to the Chairperson on program planning. He or she shall assemble information and data and prepare special reports as directed by the Chairperson. The President of the Chamber of Commerce shall be a non-voting member of the Board of Directors and all Chamber committees. The President shall be responsible for hiring, discharging, directing, and supervising all employees, and for all other such duties and responsibilities as may be delegated to him or her by the Board of Directors. The President shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors and shall be responsible for all expenditures within the approved budget allocation. Section 3 EXECUTIVE COMMITTEE 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. It shall be composed of the Chairperson, Vice Chairperson of the Chamber of Commerce, Vice Chairperson and Chair of the Oxford Retail Merchants Association, Treasurer and the President. The Chairperson shall serve as chair of the Executive Committee. ARTICLE VI COMMITTEES AND DIVISIONS Section 1 APPOINTMENT AND AUTHORITY The Chairperson, by and with the approval of the Board of Directors, 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 of Directors 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 of Directors. No standing or special committee shall represent the Chamber in advocacy of or opposition to any project. The Chairperson shall discharge committees when their work has been completed and their reports accepted. Section 3 DIVISIONS 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 with the 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 |
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