Governance

Section 1.         NAME

The name of the organization shall be the Lexington-Rockbridge County Chamber of Commerce, Inc., also referred to as the Chamber of Commerce Serving Lexington, Buena Vista, and Rockbridge County. Hereafter referred to as the “Chamber” throughout.

Section 2.         MISSION and VISION

Our Mission is to champion social and economic progress for our community.

Our Vision is to be your community resource.

Section 3.         PURPOSE

The Chamber is organized to achieve the following objectives:  a)  to promote business and community growth and development with economic programs that will strengthen and expand the income potential of all businesses within the trade area; b)  to preserve the competitive enterprise system of business; c)  to create an appreciation for the importance of the business person;; and d)  to promote programs of  a civic, social, and cultural nature that will enhance the quality of life for our citizens.

Section 4.         LIMITATIONS OR METHODS

The Chamber shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501 (c) (6) of the Internal Revenue Code.

Section 1.         ELIGIBILITY

Any person or legal entity having an interest in the objectives of the Chamber shall be eligible to apply for membership.

Section 2.         ELECTIONS

Applications for membership shall be in writing, , and signed by the applicant.  The Executive Director,(as provided in Article V, Section 2) hereafter referred to as “Executive Director”, shall review all applications and submit them to the Board of Directors (as provided in Article V, Sec. 1) hereafter referred to as “Board”, for election by a majority thereof at any meeting thereof.  Any applicant so elected shall become a member upon payment of the regularly scheduled dues as provided in Article II, Section 3.

Section 3.         DUES

Membership dues shall be at such a rate or rates, schedule, or formula as may be from time to time prescribed by the Board and reviewed annually.

Section 4.         RESIGNATIONS

Any member in good standing may resign from the Chamber by submitting a written request to the Board. No prorated refund of dues shall be made.

Section 5.         DELINQUENCIES

Any member who fails to pay their dues within sixty (60) days after due dates shall receive a written notice of delinquency.  The Board shall be informed of the delinquent status of the account.  Any member who fails to pay their dues within ninety (90) days after the due date shall receive a final notice.  Such membership shall be terminated at the next regular meeting of the Board unless payment is made or extension is granted for cause by the Executive Director.

Section 6.         TERMINATIONS AND SUSPENSION OF MEMBERSHIP

1. Causes of Termination – A member shall terminate on occurrence of any of the following events:

   (1)  Resignation of a member.

   (2)  Failure of a member to pay dues, fees, or assessments as set by the Board.

   (3)  Expulsion – Any member may be expelled based on the good faith determination by the Board that the member has engaged in conduct contrary or damaging to the  ‘Purpose’ as outlined in (Article I, Section 3) of the Chamber.

   1. Suspension of Membership – A member may be suspended based on the good faith determination by the Board, or a committee authorized by the Board to make such a determination, that the member has engaged in conduct materially and seriously prejudicial to the ‘purpose’ of the Chamber.  A person whose membership is suspended shall not be a member during the period of suspension.
   2. Procedure for Expulsion or Suspension – If grounds appear to exist for expulsion or suspension of a member under Article II, Section 6 A or 6 B., the procedure set forth below shall be followed:

   (1) The member shall be given fifteen (15) days prior written notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension.  Notice shall be sent by first class or registered mail to the member’s address as listed in the Chamber’s records.

   (2) The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the suspension or expulsion, by the Board or by a committee authorized by the Board to determine whether the expulsion or suspension should take place.

   (3)  The Board or committee shall decide whether the member should be expelled or suspended by a majority vote of the Board

   (4)  Any action challenging an expulsion or suspension of membership must be commenced within one (1) year after the date of the expulsion or suspension.

Section 7.        EXERCISE OF PRIVILEGES

Any member may nominate individuals, whom the holder desires to exercise the privileges of membership covered by its subscription, and shall have the right to change its membership nomination upon written notice.

Section 1.         ANNUAL MEETING

The annual membership meeting of the Chamber shall be held each year and will be fixed by the Board and notice via email or regular mail will be given to each member at least twenty (20) days before said meeting.

Section 2.         ADDITIONAL MEETINGS

1. 1. General meetings of the Chamber may be called by the President, as elected by the Board (Section V) hereafter referred to as “President”, at any time or upon petition in writing of any ten (10) members in good standing. Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings.
   2. Board meetings may be called by the President or upon written application of five (5) members of the Board. Notice via email or by regular mail (including the purpose of the meeting) shall be given to each director at least one (1) day prior to said meeting.
   3. Committee meetings may be called at any time by the Executive Director or by a committee chairperson.

Section 3.         QUORUMS

At any duly called General Meeting of the Chamber, ten (10) percent of the membership shall constitute a quorum. A majority of directors shall constitute a quorum of the Board.  Committee meetings shall demand a majority to constitute a quorum and such a quorum shall be at least two persons.

Section 1.         COMPOSITION OF THE BOARD

The governance of the Chamber shall be vested in the Board which shall have the control of its property and the direction of its affairs. The Board shall be composed of fifteen (15) to twenty-five (25) members. Members elected as Directors may serve two (2) consecutive three (3) year terms, in addition to any unexpired term to which they may have been appointed.  Upon completion of two (2) consecutive elected terms, Directors may not be eligible for re-election until one (1) year has elapsed.

Section 2         POWERS OF THE BOARD – The Board of Directors shall have the power to:

1. select and remove the Executive Director:
2. fix compensation for the Executive Director:
3. change the principal office of the corporation:
4. adopt and use a Chamber seal:
5. levy annual dues, assessments, or fees upon members, and provide for collection or penalties for non-payment of any such dues, assessments or fees:
6. borrow money and incur indebtedness on behalf of the Chamber:
7. execute and deliver promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, and other evidences of debts and securities in Chambers name for Chamber purposes.
8. adopt, amend or repeal Bylaws of the Chamber
9. adopt such rules and regulations as may be required to conduct the affairs of the Chamber.

Section 2         RESPONSIBILITIES OF THE BOARD – The Board of Directors shall have the responsibility to:

1. The Board is responsible for formulating the policies of the organization. These policies shall be maintained in the Policy Manual and will be reviewed annually by the Strategic Planning Committee or its designee and revised as necessary.

Section 3   SELECTIONS AND ELECTION OF DIRECTORS – At the regular August meeting of the Board, the President shall charge the Nominating Committee to present a slate of candidates to replace the directors whose regular terms are expiring.  The Nominating Committee shall meet as often as needed and make regular reports to the Board about their progress in recruiting suitable candidates.  Each candidate must be an active member in good standing and must agree to accept the responsibility of a directorship.

1. In August, the Executive Director shall communicate with the membership of the Chamber, in writing, to seek recommendations for possible Board members. These recommendations will be communicated to the Executive Committee.
2. Nominees will be presented to the Board at its October meeting and elected at its November meeting. In the event of a contested election, ballots will be distributed to directors. Directors can be elected by a majority vote of the Board at any meeting where a quorum is present. Board terms begin on January 1.  Retiring directors shall continue to serve until December 31.
3. The Board may, at any regular meeting, elect such persons as may be deemed appropriate to serve as ex-officio and non-voting members of the Board. Terms of such directors shall end at the close of the fiscal year on December 31.

Section 4         MONTHLY AND SPECIAL MEETINGS

1. Regular meetings of the Board shall be held at least once a month at a time and place designated by the Board. The designated annual meeting will be the regular meeting held in December. During the annual meeting, the Board shall, (i) elect officers, (ii) approve committee appointments, and (iii) approve the annual budget.
2. Special meetings of the Board shall be called by the President or when a majority of the members of the Board join in a request for such a meeting. By a majority vote, the Executive Committee may also call a special meeting. Notice of a special meeting of the Board shall be disseminated to all members of the Board by means which the President determines best under the circumstances and which are consistent with any notice policies adopted by the Board.
3. All motions raised at a meeting of the Board shall be decided by a majority vote of members entitled to vote and present at the meeting, except those motions requiring a two-thirds (2/3) majority vote. One (1) membership equals one (1) vote.  No member may vote by proxy.
4. Written minutes will be kept for each Board meeting and distributed to all Board members as soon as practicable, but in no event later than the next regular Board meeting. Minutes will be approved and adopted by the Board.
5. The Board may conduct all or any part of a meeting in executive session for such purpose as it deems necessary including, but not limited to, discussion of litigation (actual or threatened), evaluation of personnel or discussion of personnel issues, or receipt of the results of the annual audit. The President may invite the Executive Director and such other persons as he or she deems appropriate to attend an executive session. However, members of the public and any staff members shall be excluded from executive sessions. Members of the public and any staff members may be invited to give testimony or advice, after which they will be excused.
6. Any regular or special meeting of the Board may be held by telephone, videoconference, or other telecommunications in which all directors participating may hear each other. Minutes of the meeting shall be recorded per usual guidelines for any meeting of the Board.

Section 5.        RESIGNATION – Any director may resign, effective immediately, or a director may resign at a later time specified by the director, with notification to the President, the Executive Director, or the Board.  If the resignation is effective at a future time, a successor may be selected in advance to fill the vacancy when the resignation becomes effective.

Section 6.        REMOVAL – Any member of the Board may be expelled based on the good faith determination by the Board, or a committee authorized by the Board to make such a determination, that the Board member has engaged in conduct contrary to the mission of the Chamber, as outlined in Article I, Sec. III..  Action can be taken upon a majority vote of the Board.

Section 7.        VACANCIES – Vacancies on the Board will be filled by the President, subject to the ratification by the Board.

Section 8.        ABSENTEEISM – A member of the Board who shall be absent from three (3) consecutive regular meetings of the Board may be dropped from the Board and replaced at the discretion of the Board.

Section 9.        FEES AND COMPENSATION – Directors and members of committees shall serve without compensation for their services.  This section shall not preclude a director from serving the Chamber in any other capacity as officer, agent, employee, or otherwise receiving compensation for that service.  If a director or committee member other than an employee of the Chamber receives compensation for services, such compensation shall be pre-approved by the Board.  This requirement shall not preclude the Chamber from conducting business in the normal course with firms or businesses that are represented on the Board or committees.

Section 10.      MANAGEMENT – The Board shall employ an Executive Director and shall set his or her salary and other considerations of employment. The Board shall define the duties and responsibilities of the Executive Director and shall annually conduct a written performance review, under the direction of the President or such members of the Board as the President designates.

Section 11.      ADJOURNMENT – A majority of the directors present, whether or not a quorum is present, may adjourn any meeting.

Section 1.        DETERMINATION OF OFFICERS – The Nominating Committee shall create a slate of nominees for the offices of President, Vice President and Treasurer.  This slate shall be presented to the Board in November.  Officers will be elected at the December Board meeting.  Nominees shall be members of the Board for the fiscal year in which they will serve.  In addition to the nominees presented by the Nominating Committee, nominees will be accepted from the floor.  Directors present will vote by secret ballot should there be a contest.  Officers shall take office on the first day of January and serve until the last day of December.

Section 2.        DUTIES OF OFFICERS

1. 1. The President shall preside at all meetings of the Board and Executive Committee. The President shall, with advice and counsel of the Executive Committee and the Board, assign committee or divisional responsibilities to members of the Board, Executive Committee, and the membership at large.  The President shall fill vacancies to the Executive Committee and Board with ratification by the Board.  The President shall, with advice and counsel of the Executive Committee and the Executive Director, determine all committees needed to implement the annual business of the Chamber and select all committee chairpersons and members.
   2. The immediate past president shall serve as full voting member of the Executive Committee and Board regardless of whether his/her term as director has expired.
   3. The Vice President of the Board acts as the presiding officer of the Chamber in the absence of the President and assists the President in all duties and responsibilities.
   4. The Treasurer of the Board serves as Chair of the Finance Committee, and oversees the development of an annual budget and other financial recommendations to the Board of Directors. The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement.
   5. The Executive Director shall be the chief administrative and executive officer.  He or she or designee shall serve as secretary of the Board meetings and prepare notices and minutes of meetings of the Board.
   • He or she shall serve as advisor to the President and the Board of Directors. He or she shall assemble information and data and prepare special reports as directed.
   • He or she shall be a non-voting member of the Board, the Executive Committee, and all other committees.
   • He or she shall be responsible for administration of the program of work in accordance with the policies and regulations of the Board.
   • He or she shall be responsible for hiring, discharging, directing, and supervising all employees.
   • He or she shall be responsible for preparation of an operating budget covering all activities of the Chamber, subject to approval of the Board. He or she shall be responsible for all expenditures within the approved budget allocations.

Section 3.        EXECUTIVE COMMITTEE

1. 1. The Executive Committee shall consist of the President, the Vice President, Executive Director, Treasurer and the immediate past president of the Board. The Executive Committee shall have the authority to act for and on behalf of the Board in emergency situations where it is impossible or impractical to convene the full board. When possible, emergency actions taken by the Executive Committee shall be subject to ratification by the full Board. Installation of the new Executive Committee shall take place at the regular January Board meeting.  A schedule of meetings shall be created by the President and Executive Director. Changes to meeting times and locations will be communicated by the President or the Executive Director.
   2. ABSENTEEISM – Any member of the Executive Committee who shall be absent from three (3) meetings per year may be dropped from the Executive Committee and replaced at the discretion of the Board of Directors.
   3. QUORUM- A majority of the voting members of the Executive Committee shall constitute a quorum.

Section 4.      TERMS– Officers and other Executive Committee members serve a one (1), one-year term beginning January 1. Eligible Board members may be reappointed or appointed to other open positions.

Section 1.         APPOINTMENT AND AUTHORITY – The President, with ratification of the Board of Directors, may create committees and task forces as needed.  The President shall appoint the chairpersons of each committee and task force annually.  A committee chairperson may not serve more than three (3) consecutive years in the same position.  All committee appointments must be reviewed and approved by the Board.  It will be the responsibility of the committees and task forces to attain program goals established by the Board. Committees and task forces may make policy recommendations to the Board.

Section 2.         COMMITTEE RESPONSIBILITIES – It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board, and carry on such activities as may be delegated to them by the Board.

1. STANDING COMMITTEES – The Chamber Management committees are the Executive Committee, the Membership Committee, the Strategic Planning Committee, the Economic Development Committee and Nominating Committee.
2. AD HOC COMMITTEES

(1) The President may appoint such ad hoc committees and their chairpersons as he or she deems necessary to carry out the mission of the Chamber.  Committee appointments shall be at the will and pleasure of the Executive Director, and in no event, shall exceed the term of the appointment Executive Director.  Service and event committees are subject to the determination of the Executive Director and to constant change.

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

Section 3.         LIMITATION OF AUTHORITY

No action by any member, committee, division, employee, director, or officer shall be binding upon, the Chamber until it has been approved or ratified by the Board.

Section 1.        FUNDS – All money paid to the Chamber shall be placed in a general operating fund.  Excess funds will be placed in a reserve account, established in a financial institute at interest.

Section 2.        DISBURSEMENTS – Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board.

Section 3.        FISCAL YEAR – The fiscal year of the Chamber shall run from January 1 through December 31.

Section 4.        BUDGET – The budget for the ensuing calendar year shall be approved at the December Board meeting.

Section 5.         ANNUAL AUDIT – The accounts of the Chamber shall be audited annually at the close of the year’s business.  The Board shall select an independent auditor and it shall be the duty of the auditor to examine and audit the books of the Chamber and report its findings to the Finance Committee and Board.

Section 6.         INDEMNIFICATION AND BONDING – In accordance with Section 13.1-205.1 of the Code of Virginia, the Board shall have full power to indemnify any officer or director of the Chamber against any expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suite or proceeding.  Directors and Officers Liability insurance must be maintained for the Chamber in an amount to be determined annually by the Board during the budget process.

Section 1.         PROCEDURE

The Chamber shall use its funds only to accomplish the mission and purposes specified in this statement of the bylaws, and no part of said funds shall benefit 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.

Section 1.         PROCEDURE

The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are consistent with the Charter of Bylaws of the Chamber.

Section 1.         PROCEDURE – The bylaws may be amended or altered by a two-thirds (2/3) vote of the Board or by a majority of the members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments.  Any proposed amendments or alterations shall be submitted to the Board or to the members in writing at least ten (10) days before the meeting at which they are to be acted upon.