Chamber of Commerce ByLaws

GREATER SOUTH DADE/SOUTH MIAMI/KENDALL

CHAMBER OF COMMERCE

D/B/A CHAMBER SOUTH

BYLAWS

ARTICLE I – NAME

The name of the organization shall be THE GREATER SOUTH DADE/SOUTH MIAMI/KENDALL CHAMBER OF COMMERCE, INC., d/b/a CHAMBER SOUTH.

ARTICLE II – MISSION

Chamber South’s Mission is to provide a venue to strengthen commerce and economic development amongst its members in its service area by facilitating introductions, advocacy and awareness.  The Chamber will also maintain a leadership role in community activities that directly improves quality of life while benefiting the Chambers membership and the Chamber as an organization.

ARTICLE III – MEMBERSHIP

Membership shall be open to those individuals, professionals or business entities that support the mission of this Chamber of Commerce.

Upon acceptance to membership, members agree to comply with the Chamber’s Articles of Incorporation, Bylaws and Code of Business Ethics.

Section 1 – Classifications of Membership

There shall be three (3) classifications of membership as follows:

  1. General Members – The general membership of Chamber South shall consist of those professionals or business entities that have been accepted as members of the Chamber and are in good standing. General members shall be entitled to all privileges of membership in the Chamber. All General members shall be entitled to one (1) vote.
  2. Trustee Members – Trustee members shall be those professionals or business entities who wish to further the activities of the Chamber by being more financially involved. Trustee members shall be entitled to special Trustee privileges as established from time to time by the Board of Directors. All Trustee members shall be entitled to one (1) primary designated voting member, or alternate, in the event the primary voting member cannot attend.
  3. Honorary Members – Honorary members shall be those individuals, professionals or business entities who have performed some distinguished public service and who are not General or Trustee members of the Chamber. Elections to membership as an Honorary member are by action of the Board of Directors only. Honorary members shall be entitled to all of the privileges of the Chamber except voting and holding office and shall pay no membership dues.

Proposals for honorary membership shall be submitted directly to the Board of Directors.
A two thirds (2/3rd) affirmative vote of the Board of Directors is necessary for the election to honorary membership.

Section 2 – Membership Levels/Dues

Membership dues for all classifications of membership, except for Honorary members, and the dates such dues are payable shall be established by the Board of Directors. On an annual basis, the Board of Directors will review the membership levels and dues schedule.

Membership in Chamber South shall be terminated for nonpayment of dues after ninety (90) days from the date due unless otherwise extended for good cause by the Executive Committee.

Section 3 – Expulsion and Suspension of a Member

A. Expulsion: A member shall be expelled from membership by a two-thirds (2/3rd) vote of the Board of Directors present for failure to comply with the Chamber’s Bylaws or Code of Business Ethics. A member that is expelled is not entitled to a refund of membership dues.

B. Suspension: A member may be suspended based on the good faith determination by the Executive Committee, that the member has violated the Chamber’s Bylaws or Business Code of Ethics. A person whose membership is suspended shall not, during the suspension period, participate in any Chamber event and is not entitled to a refund of membership dues.

C. Procedures for Expulsion or Suspension: If grounds exist for expulsion or suspension of a member under Article III, Section 3.A or 3.B, the procedures 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. Notice shall be sent by first class or registered mail to the member’s last address on file.
  2. The member may appeal the suspension or expulsion to the Executive Committee, either orally or in writing, a minimum of five (5) business days before the effective date of such actions. The results of the Appeal, in the case of an Expulsion, shall be forwarded to the Board of Directors for final action.

ARTICLE IV – MEETINGS

Section 1 – General Membership Meetings

A. Regular meetings of the membership of Chamber South shall be held monthly at least eleven (11) times per year at a time and place designated by the Board of Directors. A notice shall be given to each member stating the time and place of each meeting.

B. Special meetings of members may be called by the Chamber South Chair, Chair-Elect or by a majority vote of the Board of Directors. Written notice stating the time, place and purpose of the special meeting shall be given or e-mailed to each member no less than ten (10) days prior to the date of the meeting.

C. At any meeting where a vote of the membership is to take place, any one of the named representatives or designated voting member on the Chamber’s most current membership list shall be able to cast the vote of the member. In the event a designated voting member is not present, the designated alternate voting member can vote. There shall be no voting by proxy. Ten percent (10%) of the total voting members of the Chamber shall constitute a quorum for the transaction of business or conducting a vote.

Section 2 – Board of Directors’ Meetings

Regular meetings of the Board of Directors shall be held monthly, with the exception of December, at a time and place to be designated by the Board of Directors. A notice shall be given to each member stating the time and place of each meeting. Absence from either three (3) consecutive regular Board meetings or from four (4) regular Board meetings in any twelve (12) month period shall be considered by the Board as presentation of the Director’s resignation and will either be accepted or rejected by the Board at its next regular meeting. Attendance action by the Board requires a two-thirds (2/3rd) affirmative vote of the quorum present.

Section 3 – Executive Committee Meetings

Regular meetings of the Executive Committee shall be held prior to the regular meetings of the Board of Directors at a time and place to be designated by the Chair. Special meetings of the Executive Committee may be called by the Chair, the Chair-Elect or any three (3) members of the Executive Committee. For a special meeting at least twenty-four (24) hours’ notice must be given via hand delivery, facsimile or e-mail with receipt notification.

Section 4 – Annual Meetings

The September General Membership Meeting is designated as the annual meeting. At this meeting the Board is installed.

Section 5 – Special Meetings

Special meetings of the Board of Directors may be called by the Chair, Chair-Elect or any three (3) members of the Board. For a special meeting at least twenty-four (24) hours’ notice must be given via hand delivery, facsimile or e-mail with receipt notification.

Section 6 – Quorum

A quorum necessary for the transaction of business of the Board of Directors shall be a 51% majority of all Board members. A quorum necessary for the transaction of business of the Executive Committee shall be a 51% majority of all Executive Committee members.

Section 7 – Action by Directors Without a Meeting

Action required or permitted to be taken by the Board of Directors may be taken without a meeting. The action must be evidenced by one or more written or electronic consents describing the action taken and signed by each director or committee member. A consent signed under this section has the effect of a meeting and may be described as such in any document.

ARTICLE V – BOARD OF DIRECTORS

The business, property and affairs of the Chamber shall be managed by a Board of Directors. The Board of Directors shall be composed of twelve (12) to twenty-four (24) elected persons who shall be members in good standing of Chamber South and meet the qualifications of the Board Commitment Agreement.

The Board of Directors shall solely be responsible for establishing policy, budgets, membership levels, and guide the affairs of Chamber South; not including the day- to-day operations managed by the President.

Section 1 – Term of Office

Four (4) to eight (8) directors shall be elected each year for a term of three (3) years. To be seated for a second term, a director must be approved by a two-thirds (2/3rd) vote of the Board of Directors.

No director shall be seated for more than two (2) consecutive full terms. Following completion of two (2) full terms, a director may be seated for subsequent one (1) year terms if approved by a two-thirds (2/3rd) vote of the Board of Directors.

The Board member must meet the following conditions:

  1. Compliance with Board attendance requirements as outlined in Article IV, Section 2.
  2. Active participation in at least one Chamber South committee.
  3. Actively attends/participates in an activity described in the Board of Directors Commitment Agreement.

Section 2 – Vacancies

Vacancies on the Board of Directors may be filled by a majority vote of the remaining directors within ninety (90) days from the date the vacancy occurred. Each person so elected to fill a vacancy shall remain a director until the unexpired term has been completed. Filling an unexpired term does not affect term limits under Article V, Section 1.

Section 3 – Removal of a Director/Officer

Any director or officer may be removed when in violation of the terms of the Chamber’s Board Commitment Agreement and/or Code of Business Ethics. Termination requires a two-thirds (2/3rd) vote of the entire membership of the Board of Directors.

ARTICLE VI – ELECTION

Section 1 – Board of Directors

A. Nominating Committee

A Nominating Committee shall be established by the Board. The Committee shall consist of five (5) members, including the Board Chair-Elect who shall act as the Committee Chair. At the May Board of Directors meeting, the Board shall elect the four (4) additional members from the Board to compose the Nominating Committee.

The Committee is responsible to submit at the August General Membership Meeting, a slate of no more than eight (8) candidates that have been nominated and vetted as per the Board Nomination Form.

B. Board Nominations

Any member in good standing may nominate another member in good standing for the Board of Directors by submitting the name under their signature together with the endorsement of ten (10) other members in good standing. The candidate shall acknowledge their nomination by signing the written Nomination and Board Commitment Agreement Form indicating their willingness to serve. Such written nominations must be delivered to the Chamber South office no later than June 30th, on which date the nominations shall be considered closed.

C. Procedures for Elections

1. By August 10th, all Chamber members entitled to vote will receive the slate of Board nominees either by mail or e-mail.
2. At the August General Membership Meeting the slate of nominees will be presented.

a. If the number of nominees is equal to or fewer than the number of vacancies, the Chair shall call for a voice vote on the slate as presented.
b. In the event that there are more nominees than vacancies, the following actions will occur:

1) The slate of nominees along with a ballot will be provided to each Chamber members eligible to vote at the August General Membership meeting.
2) Completed ballots will be collected, tallied and reported back prior to the end of the meeting.
3) The Chair shall announce the newly elected Board members.

Section 2 – Officers

At the June Executive Committee meeting, a Caucus Committee of five (5) Executive Committee members shall be elected for the purpose of nominating a slate of officers for the coming year. This Committee shall be chaired by the Board Chair-Elect. The Caucus Committee shall submit to the July Board of Directors meeting a slate of officers to be elected. All officers must be members of the Board of Directors and consent to having their names presented for election. The Chair shall call for a voice vote on the slate as presented by the Caucus Committee. The Chair shall announce the new officers at the August General Membership Meeting.

ARTICLE VII – OFFICERS

The officers of the Chamber shall consist of a Chair, Chair-Elect, Immediate Past Chair, Secretary-Treasurer and five (5) Vice Chairs, all of whom shall be members of the Board of Directors. Each officer shall be elected to hold office for a term of one (1) year.

Officers of the Board may be removed by a two-thirds (2/3rd) vote of the entire Board of Directors if found in violation of the Chamber’s Code of Business Ethics or guilty of criminal acts.

Section 1 – Chair
The Chair shall:

  1. Preside at all meetings of the membership.
  2. Serve as Chair of the Board of Directors and the Executive Committee.
  3. Assign duties to the Vice Chairs.
  4. Be an ex-officio member of all committees, except the Nominating Committee.
  5. Be an authorized signature on any contracts.

No person shall be elected to the office of Chair who has served less than three (3) years on the Board of Directors, including a minimum of two (2) years on the Executive Committee.

Section 2 – Chair-Elect
The Chair-Elect shall:

  1. In the absence of the Chair preside at all meetings of the membership, the Board of Directors and the Executive Committee.
  2. Be an ex-officio member of all Committees.
  3. Become the Chair upon election by the Board of Directors.

No person shall be elected to the office of Chair-Elect who has served less than two (2) years on the Board of Directors, including a minimum of one (1) year on the Executive Committee.

Section 3 – Secretary-Treasurer
The Secretary-Treasurer shall:

  1. Be the official custodian of the minutes of all meetings of the Board of Directors, Executive Committee and General Membership.
  2. Be the attesting officer on all official documents and contracts of the Chamber.
  3. Serve as Chair of the Finance Committee.
  4. Review and report on the accounts of Chamber South at each meeting of the Board of Directors and Executive Committee.
  5. Perform such other duties as may be assigned by the Chair.

No person shall be elected to the office of Secretary-Treasurer who has served less than two (2) years on the Board of Directors, including a minimum of one (1) year on the Executive Committee.

Section 4 – Vice Chairs
Vice Chairs shall:

  1. Be charged with the supervision of the standing committees assigned to them by the Chair.
  2. Be an ex-officio member of the committees assigned to them for supervision and shall coordinate the activities of those committees.
  3. Perform such other duties as may be assigned to them by the Chair.

No person shall be elected to the office of Vice Chair who has served less than one (1) year on the Board of Directors.

ARTICLE VIII – SUCCESSION OF OFFICERS

A. In the event the Chair resigns, is removed from office, or is otherwise unable to perform their duties, the Chair-Elect shall immediately assume the duties of Chair without further action of the Board of Directors. The Secretary-Treasurer shall assume the responsibility of the Chair-Elect for the remainder of the term and both shall complete the remaining term of office. This succession shall not affect the Chair-Elect’s, Past Chair’s, or Secretary-Treasurer’s elected term.

B. In the event any Officer resigns, is removed from office, or is otherwise unable to perform their duties, the Executive Committee may fill the vacancy from the Board of Directors. The selection shall be presented to the Board of Directors at its next regularly scheduled meeting for ratification by a majority vote of members present. The selected Board member will finish the balance of the Officer’s term.

ARTICLE IX – COMMITTEES

Section 1 – Governance Committees

A. Executive Committee

The Executive Committee shall consist of the elected officers of Chamber South and the Immediate Past Chair, each of whom shall have one (1) vote. The Executive Committee shall be responsible for the transaction of all necessary business of the Chamber between regular meetings of the Board of Directors. Any actions taken under this authority are to be reported to the Board for their review with the exception of any unbudgeted commitment of a contractual nature which must first be brought to the Board of Directors for general acceptance by a majority vote of members present prior to execution.

The Executive Committee shall receive from the Personnel Committee an evaluation of the performance of the President and render a written report to the Board of Directors at least one month prior to the end of the Chamber’s fiscal year.

In the event of an accused ethical or moral breach of conduct by any Board Member of the Chamber, the Executive Committee shall hold a formal meeting to first vet the legitimacy of the claim and render an opinion to be presented to the Board of Directors for action.

B. Finance Committee

The Finance Committee shall be responsible for the preparation of the proposed annual budget for adoption by the Board of Directors at its September Board meeting. Membership shall be composed of the Chamber President and six (6) Board Members, including the Chair-Elect and the Secretary-Treasurer, who shall serve as Committee Chair.

C. Nominating Committee

A five (5) member Nominating Committee shall be selected by the Board of Directors annually in March. The Chair-Elect shall serve as Committee Chair.

D. Caucus Committee

The Caucus Committee shall be elected by the Executive Committee annually in May. It shall be composed of the current Chair, the Chair-Elect, who shall serve as the Committee Chair, and three (3) additional Executive Committee members.

E. Personnel Committee

The Personnel Committee shall be composed of the Chair, Chair-Elect, and the Immediate Past Chair. By July 1st the Personnel Committee shall submit to the Executive Committee a written evaluation of the Chamber President’s performance along with a salary recommendation. The Chair shall present to the President the approved performance evaluation.

The committee shall also sit as a Grievance Committee should any personnel issue require such attention.

F. Past Chairs

Past Chairs shall constitute a Committee, commonly known as the “Gavel Club”. The members annually shall elect one of the former Chairs to act as Committee Chair.

In the event of an accused ethical or moral breach of conduct by any Executive Committee member of the Chamber, the Gavel Club shall hold a formal meeting to first vet the legitimacy of the claim, and then render an opinion to be presented to the Board of Directors for action.

Section 2 – Standing Committees:

Standing Committees are on-going Committees established and approved by the Board of Directors which are overseen by a Vice Chair annually appointed by the Chamber Chair. Standing Committee Chairs do not have to be members of the Board of Directors but must be members in good standing of the Chamber. All Standing Committee Chairs report to the Vice Chair assigned to oversee their Committee activities.

Section 3 – Ad-Hoc Committees/Taskforces

Ad-Hoc Committees/Taskforces may be appointed by the Chair, subject to the approval of the Board of Directors and shall perform such functions as may be assigned to them. Said Committees/Taskforces shall continue to exist only as long as the need exists.

Section 4 – Military Affairs Committee

The Military Affairs Committee (MAC) is established to benefit our local veterans, military members and their families. The Committee is to be chaired by a member in good standing of Chamber South, with a separate bank account and an additional dues structure. All MAC expenditures shall be approved or ratified by the Chamber Board of Directors.

Section 5 – Committee General Information

a. Committee meetings may be scheduled on a monthly basis. Those members present at a properly called meeting shall constitute a quorum for voting purposes.
b. A report shall be presented at the monthly Board of Directors meeting.

Section 6 – Committee Responsibilities

All Committees, including the Executive Committee, are responsible to the Board of Directors and all committees shall function as part of Chamber South to further the goals of the Chamber. Other than the Executive Committee, no committee or committee member shall have the power to make or commit the Chamber in any manner whatsoever, unless by specific prior resolution of the Board of Directors.

ARTICLE X– COMMITTEE RESOLUTIONS

All committee resolutions to be presented to the Board of Directors for consideration shall be distributed to all Board members at least forty-eight (48) hours prior to the Board meeting at which it is to be considered. An emergency resolution may be considered but requires the majority approval of the Board of Directors members present.

ARTICLE XI – CHAMBER PRESIDENT

The Board of Directors shall be responsible for hiring the President upon recommendation of the Chair and the Executive Committee.

In the event a Chamber President’s replacement has not been brought forth within 10 days of the position vacancy, an Ad Hoc Presidential Search Committee will be formed comprised of the Personnel Committee members plus two Board members and any external expertise, as needed. The Search Committee will present its recommendation to the Board.

The President shall:

  1. Be the Chief Executive Officer of Chamber South directly responsible to the Board of Directors.
  2. Be the administrative head responsible for all staff personnel, including annual performance and salary reviews.
  3. Be responsible for the day-to-day operations of Chamber South.
  4. Represent Chamber South at various events.
  5. Attend all Board meetings as a non-voting member.
  6. Provide the Board of Directors with a monthly operational report and recommendations.
  7. Be an ex-officio member of all committees.
  8. Maintain possession of the Corporate Seal.
  9. Have the authority to implement Chamber policies as promulgated by the Board of Directors.
  10. Have the authority to execute contracts for Chamber South upon prior Board approval, co-signed by the Secretary-Treasurer when required.

If the position of President is vacant, the Board shall appoint an interim “Acting President” to assume the above duties and authorities. This individual shall normally be the Chair of the Board and shall serve without compensation until a President is hired or appointed. During such vacancy periods, the “Acting President” may request and the Executive Committee authorizes the appointment of a paid Executive Director to oversee the day-to-day operation of the Chamber.

ARTICLE XII – BYLAW AMENDMENTS

The Board of Directors may amend, revise or rescind all or part of these Bylaws at any meeting, by a two-thirds (2/3rd) vote of all the members of the Board of Directors present at such a meeting. Previous notice of the proposed amendment, revision or rescission of these Bylaws shall be given to all members of the Board of Directors not less than seven (7) days prior to the meeting at which they are to be amended.

ARTICLE XIII – BUDGET AND FISCAL POLICY

The fiscal year of the Chamber shall be October 1 through September 30.

Adoption of the budget shall require a two-thirds (2/3) vote of all of the members of the Board of Directors present at the meeting at which the budget is to be approved.

All requests for non-budgeted funds in excess of $2,500 must be approved at a meeting of the Board of Directors by a majority present.

ARTICLE XIV – PARLIAMENTARY AUTHORITY

“Robert’s Rules of Order, Newly Revised” as amended from time to time, shall be the parliamentary authority for all matters and procedures not specifically covered by the Articles of Incorporation and these Bylaws.

Bylaws Committee Chaired by: Ken Kistner

Bylaw Revision Date: 09/14/2015

Board of Directors Approval date: September 23, 2015