New Albany Chamber of Commerce
Amended and Restated Charter
(a/k/a Code of Regulations or Bylaws)
(Amended and Restated Effective as of December 12, 2013)
ARTICLE I – Name and Purpose
Section 1: Name. This organization is a nonprofit corporation under the laws of the State of Ohio and shall be known as the New Albany Chamber of Commerce otherwise known as the “Chamber” throughout this document.
Section 2: Purpose. The Chamber is organized to promote and advance the economic growth of the City of New Albany and the surrounding region (the “Greater New Albany Region”) as more specifically set forth in the Chamber’s Articles of Incorporation.
ARTICLE II – Membership
Section 1: Eligibility. Any person, association, corporation, limited liability company, partnership or other entity which has an interest in the purpose of the Chamber shall be eligible to apply for membership.
Section 2: Membership. Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Any applicant will become a member upon payment of the scheduled dues as provided on the Membership Application, unless a majority of the Board of Trustees determines the applicant does not support the purpose or objectives discussed in Article I, Section 2.
Section 3: Dues. Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Trustees, payable in advance (See membership dues schedule on the current application form).
Section 4: Termination (Resignation, expulsion and delinquency).
(a) Any member may resign from the Chamber upon written request to the Chamber office;
(b) Any member may be expelled for nonpayment of dues after ninety (90) days from the date due;
(c) Any member may be expelled by a two-thirds vote of the Board of Trustees, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the chamber or contrary to the purpose and objectives of the chamber.
Section 5: Voting. In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote. Only one representative per membership may vote on any particular Chamber matter.
Section 6: Exercise of Privileges Other than Voting. Any member may nominate individuals whom the member wishes to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice. The Board shall have the authority to adopt rules to prevent abuse of membership privileges.
Section 7: Orientation. Periodically, orientation on the purposes and activities of this organization shall be conducted for the following groups: new Board of Trustees, committees and new members.
Section 8: Honorary Membership. Honorary members shall have all the privileges of membership, except the right to vote or hold office. Honorary members shall be exempt from payment of dues. The Board of Trustees shall confer or revoke honorary membership by a majority vote.
ARTICLE III – Meetings
Section 1: Annual Meeting. The annual meeting of the corporation shall be fixed by the Board of Trustees and notice thereof mailed to each member.
Section 2: Additional Meetings. Additional meetings may be called by the Chair at any time. Members may be notified via mail, fax or email at least five (5) days prior to the meeting.
Section 3: Board of Trustee Meetings. The Board of Trustees shall set their regular meeting calendar at the first organizational meeting of the year. Additional Board of Trustee meetings may be called by the Chair or by the written request of three members of the Board. The written request must state the purpose of the meetings and be given at least two (2) days prior to the meeting by either fax or email.
Section 4: Committee Meetings. Committee meetings may be called at any time by the Chair or by the Committee’s Chair. Notice must be given at least two (2) days prior to the meeting by telephone, fax, or email. Notice of any such meeting need not be given to any person who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him or her.
Section 5: Meetings Called by Members. Members in good standing may submit a petition in writing to the Chair, requesting a meeting. The Chair and/or the Board of Trustees may review this petition and determine if a meeting should be called.
Section 6: Quorums. At any duly called meeting of the Chamber, a majority of the members present shall constitute a quorum; at a Board of Trustee meeting, a majority of Trustees elected and appointed shall constitute a quorum; at committee meetings, a majority of the committee shall constitute a quorum except when a committee consists of more than nine (9) members. In that case, five (5) shall constitute a quorum. Ex-officios are not eligible to vote.
Section 7: Agenda & Minutes. Adequate minutes are required of all official meetings of the Chamber’s committees, subcommittees, task forces, Board of Trustees and Executive Committees. Minutes should include time, date, location and names of those people present and absent. Minutes should be brief, yet accurately reflect all actions taken and should include approval of the minutes of the previous meeting.
ARTICLE IV – Board of Trustees
Section 1: Composition of the Board. The Board of Trustees shall be composed of no less than 9 members, at least 3 of whom shall be elected annually to serve for 3 years, or until their successors are elected and have qualified. The incoming Chair may appoint, subject to the approval of the Board up to (6) members to the Board to serve one-year terms. The Past Chair and the Executive Director shall serve as members of the Board of Trustees. The Executive Director shall not vote and will be referred to in this document as “Executive Director”. The government and policy-making responsibilities of the Chamber shall be vested in the Board of Trustees, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2: Selection and Election of Board of Trustees.
(a) Nominating Committee. At a regular Board of Trustees meeting, the Chair shall appoint, subject to approval by the Board of Trustees, a Nominating Committee of 3 members of the Chamber. No Nominating Committee Member may be considered for an open Board of Trustee position. The Chair shall designate the chair of the committee.
The Nominating Committee shall present to the Board of Trustees, candidates to serve three year (3) terms to replace Trustees whose regular 3-year terms are expiring. The candidates must be active members in good standing and must have agreed to accept the responsibility of a trusteeship. No Board of Trustee member who has served a three-year term is eligible for election for a second 3 year term unless a period of at least one year has elapsed since the candidate last served on the board of trustees. The Nominating Committee’s function is to encourage turnover on the Board without disrupting the operation of the organization. The number of candidates shall be equal to the number of Trustees whose terms expire at the end of the calendar year or as determined by the Nominating Committee with the approval of the Board. Candidates elected may fulfill the terms of service as described above.
(b) Publicity of Nominations. Upon the Nominating Committee’s Report and approval of the Board of Trustees, the Executive Director shall notify the membership of the names via email, fax or written notification of the persons nominated as a candidate for Trustee and the right of petition.
(c) Nominations by Petition. Additional names of candidates for trustees can be nominated by petition bearing the genuine signatures of at least (10) qualified members of the chamber. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of the nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
(d) Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated candidate shall be ratified through a vote at the next general membership meeting. If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for the number of candidates equal to the number of seats that are open. The Executive Director shall mail this ballot to all active members at least 10 days before the regular Board of Trustee meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber office within ten days. The Board of Trustees shall at its regular board meeting declare the candidates with the greatest number of votes elected.
(e) Judges. During petitioning, the Chair shall appoint, subject to the approval of the Board of Trustees, at least three (3), but not more than five (5), judges who are not members of the Board of Trustees or candidates for election. One will be designated chair. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the Board of Trustees.
Section 3: Seating of the New Trustees. All newly-elected and appointed Board of Trustees shall be seated at the next regular Board meeting and shall be participating members thereafter. Retiring trustees shall continue to serve until the expiration of the term (end of year).
Section 4: Vacancies. A member of the Board of Trustees who shall be absent from three (3) consecutive regular meetings of the Board of Trustees may be dropped from membership on the Board. Vacancies on the Board of Trustees, or among the officers, may be filled by the Board of Trustees by a majority vote of those voting at any meeting thereof. Any person elected to fill a vacancy shall be deemed to serve the remainder of that person’s term.
Section 5: Policy. The Board of Trustees is responsible for establishing procedure and formulating policy of the organization. It is also responsible for adopting all policies of the organization. These policies shall be revised as necessary.
Section 6: Management. The Board of Trustees shall employ an Executive Director and shall fix the salary and other considerations of employment.
Section 7: Indemnification. The Chamber may, by resolution of the Board of Trustees, provide for indemnification by the Chamber of any and all current or former Trustees, and employees against any fees, costs , expenses, and losses 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 Trustees or employees of the Chamber, except to matters in which such individuals shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
ARTICLE V – Trustees
Section 1: Determination of Trustees. The Board of Trustees at its regular meeting shall organize for the coming year. All Trustees shall take office on the first day of the new year and serve for their prescribed term or until their successors assume the duties of office. They shall be voting members of the Board of Trustees with the exception of the Ex-Officio Trustees.
Section 2: Election of Executive Committee.
(a) The Chair, for the following calendar year shall be elected by a majority of the members of the Board at a regular Board of Trustee meeting. If a voting member of the Board of Trustees cannot be present to submit a vote, they may be contacted via telephone for a vote during this election meeting. If they cannot be reached for a telephone vote, their vote will not be counted. If no candidate receives a majority vote of the members of the Board, there shall be a run-off election between the two candidates receiving the highest number of votes. The candidate receiving the highest number of votes in the run-off election shall be elected to the position. The Chair is selected from the present and past members of the Board of Trustees who have served on the Board at least (1) year during the three (3) preceding years.
(b) The remaining Executive Committee positions for the following calendar year Vice-Chair, Treasurer and Secretary are elected by the Board of Trustees at the first organizational meeting of the new Board. The election process will be conducted in the following order by the Board of Trustees: Vice Chair, Treasurer and Secretary. Each position is filled by election by a majority vote of the members of the Board. If no candidate receives a majority vote of the members of the Board, there will be a run-off election between the two candidates receiving the highest number of votes. The candidate receiving the highest number of votes in the run-off election shall be elected to the position.
Section 3: Duties of Trustees.
(a) Executive Committee. The Executive Committee shall act for and on behalf of the Board of Trustees when the Board of Trustees is not in session, but shall be accountable to the Board for its actions. The Executive Committee members will continue to serve in their respective roles until their successor has been elected. The Executive Committee shall be composed of the Chair, Vice Chair, Treasurer, Secretary, and Executive Director. The Past Chair may also serve if they notify the board prior to the start of the program year. The Executive Committee shall conduct a review of the Executive Director no less than annually and shall present a budget annually for the Board of Trustee’s approval.
(b) Chair. The Chair shall serve as the chief elected Trustee of the Chamber and shall preside at all meetings of the membership, Board of Trustees and Executive Committee. The Chair shall hold the title and office of President for purposes of Chapter 1702 of the Ohio Revised Code and shall have such authority as President as determined by the Board of Trustees. The Chair shall, with the advice and counsel of the Executive Director, determine all committees, select all committee chairmen, and assist in the selection of committee personnel, subject to approval of the Board of Trustees.
(c) Vice Chair. The Vice Chair shall exercise the powers and authority and perform the duties of the Chair in the absence or disability of the Chair.
(d) 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 of Trustees. The Treasurer shall exercise his duties in accordance with the Policies and Procedures as adopted and amended from time to time by the Board of Trustees. The treasurer shall cause a monthly financial report to be made to the Board of Trustees.
(e) Secretary. The Secretary shall serve as secretary to the Board of Trustees and cause to be prepared minutes of meetings of the Board of Trustees and special documentation as designated by the Chair.
(f) Past Chair. The Past Chair shall serve on the Board of Trustees as the Past Chair for the year following the expiration of his term as Chair. In the event of the Past Chair is unwilling or unable to serve in that position on the Board, the position of Past Chair shall remain vacant.
(g) Executive Director. The Executive Director shall be charged with the general supervision and management of the office and affairs of the chamber. The Executive Director shall serve on the Board of Trustees, and cause to be prepared notices, and agendas. The Executive Director shall serve as advisor to the Chair and shall assemble information and data and cause to be prepared special reports as directed by the programs of the Chamber. The Executive Director shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to review of the Executive Committee and approval of the Board of Trustees. The Executive Director shall also be responsible for all expenditures within the approved budget allocations.
(h) Ex Officio Trustees. Representatives of certain community organizations, as voted on by the Board of Trustees or as outlined in the Policies and Procedures, shall serve as Ex-Officio members of the Board of Trustees. These Ex Officio Members shall not have the right to vote on Board of Trustee or general membership matters in their capacity as Ex-Officio trustees.
ARTICLE VI – Committees
Section 1: Appointment and Authority. The Chair, by and with the approval of the Board of Trustees, shall appoint all committees and committee chair. The Chair may appoint such ad hoc committees and committee chair as deemed necessary to carry out the program of the chamber. Committee appointments shall be at the will and pleasure of the Chair and shall serve concurrent with the term of elected Chair, unless a different term is approved by the Board of Trustees. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Trustees, and to carry on such activities as may be delegated to them by the Board.
Section 2: Limitation of Authority. No action by any member, committee, division, employee, or Trustee shall be binding upon, or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Trustees. Committees shall be discharged by the Chair when their work has been completed and their reports accepted, or when, in the opinion of the Board of Trustees, it is deemed wise to discontinue the committees.
Section 3: Testimony. Once committee action has been approved by the Board of Trustees, it shall be incumbent upon the committee chair or, in their absence, whom they designate as being familiar enough with the issue, to give testimony to, or make presentations before, civic and governmental agencies.
Section 4: Divisions. The Board of Trustees may create such divisions, bureaus, departments, councils, or subsidiary corporations as it deems advisable to handle the work of the chamber. The Board of Trustees shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The Board of Trustees shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations, including collection and disbursement of funds. No action or resolution of any kind shall be taken by divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the chamber, unless approved by the Board of Trustees.
ARTICLE VII – Finances
Section 1: Funds. All fund management is prescribed in the Policies and Procedures of the organization as approved by the Board of Trustees. The Chamber shall use its funds only to accomplish the objectives and purposes specified in the Articles of Incorporation and this Charter and consistent with those requirements for an organization described in Chapter 501(c)(6) of the Internal Revenue Code, as amended.
Section 2: Annual Review. The accounts of the Chamber of Commerce shall be reviewed annually as outlined in the Policies and Procedures after the close of business on June 30. The review shall at all times be available to members of the organization within the offices of the Chamber.
ARTICLE VIII – Use of Funds
Section 1: Procedure. The Chamber shall use its funds only to accomplish the objectives and purposes specified in the Articles of Incorporation and this Charter and consistent with those requirements for an organization described in Chapter 501(c)(6) of the Internal Revenue Code, as amended.
Section 1: Parliamentary Authority. The current edition of Roberts Rules of Order shall be final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the Articles of Incorporation of the Charter of the Chamber.
ARTICLE X – Amendments
Section 1: Interpretation; Revisions. This Amended and Restated Charter shall replace and supersede entirely any prior Charter or other rules or bylaws for the government of the New Albany Chamber of Commerce adopted prior to the adoption of this Amended and Restated Charter. This Amended and Restated of Charter may also be referred to as the Code of Regulations or Bylaws for the Chamber, as the context requires. This Amended and Restated Charter may be amended by a majority of the members present at any regular or special meeting, providing the notice for the meeting includes the proposals for Amendments. Any proposed amendments shall be submitted to the members in writing, at least ten (10) days in advance of the meeting at which they are to be acted upon.