GREATER SOUTH DADE/SOUTH MIAMI/KENDALL
CHAMBER OF COMMERCE
D/B/A CHAMBER SOUTH
ARTICLE I – NAME
The name of the organization shall be THE GREATER SOUTH DADE/SOUTH MIAMI/KENDALL CHAMBER OF COMMERCE, INC., hereafter referred to as CHAMBER SOUTH.
ARTICLE II – MISSION
The mission of Chamber South is to maintain a leadership role in the community through programs, services and events that will enhance the quality of life and economic well being of our service area South Miami, Kendall, Pinecrest, Palmetto Bay, Cutler Bay and Greater South Dade.
ARTICLE III – MEMBERSHIP
Membership shall be open to those individuals, professionals or business entities that support the mission of this chamber of commerce.
Section 1. – Classifications of Membership
There shall be Five (5) classifications of membership as follows:
1. General Members – The general membership of this chamber 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 privileged 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 the privileges as established from time to time by the board of directors. All trustee members shall be entitled to one (1) vote.
3. Honorary Members – Honorary Members shall be those individuals, professionals or business entities who have performed some distinguished public service and who are not business 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 f the chamber except voting and holding office and shall pay no membership dues.
4. Not for Profit, – a 501 ( c ) (3) organizations
5. Business Associations
Section 2 – Membership Applications
Applications for memberships in the form established by the board of directors from time to time shall be submitted to the Chamber. Upon acceptance to membership, members agree to comply with the articles of incorporation, bylaws and other policies, rules and regulations of the chamber.
Proposals for honorary membership shall be submitted directly to the board of directors. A majority affirmative vote of the board of directors is necessary for the election to honorary membership.
Section 3 – Dues
Membership dues for all classifications of membership except honorary members and the dates such dues are payable shall be established from time to time by the board of directors. 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 board of directors. Any increase in dues shall be approved by the board of directors.
Section 4 – Expulsion of a Member
A member shall be expelled from membership by a majority vote of the board of directors for failure to comply with the articles of incorporation, bylaws or other adopted policies, rules and regulations of the chamber. Such member shall be given reasonable notice of a meeting at which such expulsion will be considered and shall be given a hearing by the board.
ARTICLE IV – MEETINGS
Section 1 – 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 chairman, chairman-elect or by a majority vote of the board of directors. Written neither notice stating the time, place and purpose of the special meeting shall be given or e-mailed to each member not less than ten (10) nor more than sixty (60) 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 on the chamber’s most current membership list shall be able to cast the vote of the member. 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. If a quorum is not present at any meetings of members, a majority of those present may adjourn the meeting.
Section 2 – Board of Directors’ Meetings
Regular meetings of the board of directors shall be held monthly 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 of 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 either the executive committee or the board at its next regular meeting.
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 chairman. Special meetings of the executive committee may be called by the chairman, the chairman-elect or any three (3) members of the committee. For a special meeting at least 24 hours notice must be given via hand delivery, facsimile or e-mail with receipt notification.
Section 4 – Annual Meetings
The September meeting of the board of directors may be designated as the annual meeting at which time the new officers shall be officially installed and the budget adopted.
Section 5 – Special Meetings
Special meetings of the board of directors may be called by the chairman, chairman-elect or any three (3) members of the board. A notice within twenty-four (24) hours setting forth the purpose of the meeting shall be given via hand delivery, facsimile or e-mailed to each director.
Section 6 – Quorum
A quorum necessary for the transaction of business of the board of directors shall not be less than 40% of the entire board. A quorum necessary for the transaction of business of the executive committee shall be a majority of all of the executive 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 if the action is taken by the board pursuant to the rules set forth in Article IV, Section 6 – Quorum. The action must be evidenced by one or more written 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.
Section 8 – Waiver of Notice
Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute waiver of notice of such meeting and a waiver of any and all objections to the place of meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.
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 from 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. Each director shall hold office for the term for which he/she is elected. The board of directors shall be responsible for establishing policy, budgets, and the guidance of the affairs of Chamber South.
Section 1 – Term of Office
From four (4) to eight (8) directors shall be elected each year for a term of three (3) years. To be considered for election to a second term, the following conditions should be met and will be considered by the nominating committee.
1. Compliance with board attendance requirements as outlined in Article IV, Section 2.
2. Active participation n at least one Chamber South committee.
3. Actively attends/participates in an activity described in the Board of Directors Commitment Agreement.
4. Any other conditions as determined from time to time by the Board of directors.
No director shall be eligible for election for more than two (2) consecutive full terms unless otherwise approved by 2/3 of the members of the board of directors.
Section 2 – Vacancies
Vacancies in 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 he/she has completed the unexpired term.
Section 3 – Removal of a Director/Officer
Any director of officer may be removed when in violation of the terms of the Board Commitment Agreement and the best interests of Chamber South will be served thereby. Termination requires a two-thirds vote of the entire membership of the board of directors.
ARTICLE VI – ELECTION
Section 1 – Board of Directors
The nominating committee shall consist of five (5) members, including the chairman-elect who shall act as chairman. At the March board of directors meeting, the board shall elect the four (4) additional members from the board to compose the nominating committee. This committee shall submit to the April General Membership Meeting, a slate of candidates that have been vetted by a procedure established by this committee, of not less than four (4) or more then eight (8) directors to be elected. Nominations shall be open from the floor. In the event of a nomination from the floor
The nominated candidate shall be vetted before brought back to the floor.
Any member, in good standing, may nominate another member, in good standing for the board of directors by submitting the name under his/her signature together with endorsement of ten (10) other members in good standing. The candidate should also approve his/her nomination by signing the written nomination indicating his/her willingness to serve. Such written nomination must be delivered to the chamber office no later than ten (10) days after the slate is announced to the general membership on which date the nominations shall be considered closed.
If no more than four (4) or eight (8) nominations are forthcoming, the chairman shall declare the slate as presented by the nominating committee to be elected. If additional nominations are received, the chairman shall notify by hand delivery, facsimile or e-mail all members entitled to vote, prior to May 15, a ballot listing the names of all nominees in alphabetical order.
. Those nominees receiving the greatest number of ballots will be elected by a plurality vote. The chairman shall announce and introduce the new board of directors at the June General Membership Meeting
Section 2 – Officers
At the May board of directors meeting, a caucus committee of five (5) directors shall be elected for the purpose of nominating a slate of officers for the coming year. This committee shall be chaired by the chairman-elect. The caucus committee shall submit to the June Board of directors meeting, a slate to the number of officers to be elected. The floor shall be open for nominations at this time. All officers must be members of the board of directors and consent to having their names presented for election. If no additional nominations are forthcoming, the chairman shall declare the slate as presented by the caucus committee to be elected. If additional nominations are made from the floor, voting will be by ballot. The chairman shall appoint a committee of three (3) to cont the ballots and their determination shall be conclusive. Those nominees receiving the greatest number of ballots will be elected by plurality vote. The chairman shall announce and introduce the new officers at the July General Membership Meeting.
Section 3 – Quorum
Written proxy ballets shall be allowed to establish a quorum at board meetings
ARTICLE VII – OFFICERS
The officers of the chamber shall consist of a chairman, a chairman-elect, and immediate past chair, and five (5) divisional vice chairmen, and a secretary-treasurer, all of whom shall be members of the board of directors. Each officer shall be elected to hold office for a term of one year.
Section 1 – Chairman
The Chairman shall:
1. Preside at all meetings of the membership; serve as chairman of the board of directors and the executive committee.
2. Appoint all divisional vice-chairmen, and committee chairman, subject to approval by the board of directors.
3. Be a member ex-officio of all committees, except the nominating committee.
4. Perform all duties usually pertaining to the office of chairman.
5. Sign, with the secretary or such other officer authorized by the board of directors, on behalf of the chamber, all contracts or instructions, the execution of which have been authorized by the board of directors.
No person shall be elected to the office of chairman who has served less than two (2) years on the board of directors.
Section 2 – Chairman-Elect
The Chairman-Elect shall:
1. Preside all meetings of the membership, the board of directors and the Executive committee in the absence of the chairman.
2. Be member ex-officio of all committees.
3. Upon election by the board of directors at the end of his term, shall Become the chairman for the succeeding year.
No person shall be elected to the office of chairman-elect who has served less than one (1) year on the board of directors.
Section 3 – Vice Chairman
Vice Chairman shall:
1. Be charged with the supervision of the divisions and committees assigned to them by the chairman.
2. Be a member ex-officio 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 chairman of the board of directors.
Section 4 – 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 Chairman of the finance committee.
4. Review and report on the accounts of Chamber South and report thereon at each meeting of the board of directors and executive committee.
5. Perform such other duties as may be assigned by the chairman of the board of directors.
ARTICLE VIII – COMMITTEES
Section 1 – Executive Committee
The executive committee shall consist of the elected officers of Chamber South and the immediate past chairman, all 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. 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. Any vacancies shall be filled from the board of directors by the chairman, approved by the executive committee and presented to the board of directors at their next regular meeting for ratification. One member of the Executive committee shall be designated as parliamentarian.
Section 2 – Finance Committee
The finance committee shall be responsible for the monitoring of funds throughout the year to assure adequate funds being available to carry out the work of the chamber of commerce. 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 president and six (6) board members including the chairman-elect and the treasurer, who shall serve as chairman.
Section 3 – Nominating Committee
The nominating committee shall be elected by the board of directors annually in March. It shall be composed of five (5) members selected from the board to present a slate to directors for election by the general membership. The chairman-elect serve as chairman.
Section 4 – Caucus Committee
The caucus committee shall be elected by the board of directors annually in May. It shall be composed of the current chairman, the chairman-elect; who shall serve as the chairman, and three (3) other members selected from the board, to present a slate of officers for election.
Section 5 – Personnel Committee
The personnel committee shall be composed of the chairman, chairman-elect, and the immediate past chairman. The committee shall also sit as a grievance committee should any personnel issued require such attention.
Section 6 – Past Chairmen
Past chairmen (Gavel Club) shall remain as a committee. A governing board of five (5) shall be selected from this committee. The chamber chairman shall appoint one of the former chairmen to act as chairperson for a one (1) year term.
Section 7 – All Other Committees
Committees may be appointed from time to time by the chairman, subject to the approval of the board of directors and shall perform such functions as may be assigned to them. Said committees shall continue to exist only as long as the need exists and shall report to the chamber board member assigned to supervise their committed activities.
Section 8 – General
By the month of September, the incoming chairman shall have appointed all divisional vice chairmen and all committee chairmen for the coming fiscal year. Committee chairmen do not have to be members of the board of directors but must be members in good standing of the chamber. All committee chairmen report to the divisional vice chairman assigned to supervise their committee activities.
Committee meetings may be scheduled on a monthly basis. A brief and concise written report shall be prepared of the committee’s activities and submitted to the President at least five (5) days prior to the monthly board of directors meeting.
Section 9 – 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 aims 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 or fashion whatsoever, unless by specific prior resolution of the board of directors.
ARTICLE IX – STAFF
Section 1 – President
The board of directors shall be responsible for the employment process of the president upon recommendation of the chairman and the executive committee.
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.
3. Be responsible for the efficient operationof Chamber South.
4. Represent Chamber South at conferences, meetings and conventions, either
with board members or as a sole representative.
5. Attend all board meetings, regular or special call, without a vote, and shall
Provide the board of directors with a monthly report and recommendations.
6. Work closely with the chairman and the executive committee.
7. Be an ex-officio member of all committees.
The president shall have authority to implement chamber policy, as promulgated by the board of directors; and the president may execute contracts for Chamber South upon prior board approval and ratification. He/she may execute contracts, co-signed by the Secretary for Chamber South for budgeted items and within pre-established guidelines for any non-budgeted items.
At its discretion, the board may delegate to the president of the chamber, the usual duties of the treasurer, namely reviewing books, acknowledging receipts and drawing up checks to the amount authorized by board action.
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 chairman of the board and he/she 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 operational aspects of the chamber and staff as outlined in the above duties of the president.
Section 2 – Staff Review
All staff shall receive an annual performance and salary review by the appropriate supervisor, with approval by the president.
The president’s annual performance and salary review will be conducted by the chairman. Recommendations of the personnel committee will be incorporated in the evaluation.
Section 3 – Corporate Seal
The corporate seal shall be maintained in the possession of the president. The board of directors by resolution shall designate the person(s) authorized to affix same.
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 members of the board of directors present.
ARTICLE XI – AMENDMENTS
The board of directors may amend, revise or rescind all or part of these bylaws at any meeting, by a 2/3 vote of all the members of the board of directors present at such 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 XII – BUDGET AND FISCAL POLICY
The fiscal year of the corporation shall be October 1 through September 30.
Adoption of the budget shall require a 2/3 vote of all of the members of the board of directors.
All requests for funds in excess of $2,500, not budgeted, and all requests for any chamber event where gross expenses may exceed $2,500, not budgeted, must be approved at a meeting of the board of directors by a majority present.
ARTICLE XIII – 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: Paul Soule and approved as amended October 27, 2010