Bylaws

Article I

General

Section 1: Name. This organization is incorporated, originally August 27, 1947, under the laws of the State of California and shall be known as the Clear Lake Chamber of Commerce Incorporated. 

Section 2: Purpose. The Clear Lake Chamber of Commerce is organized to achieve the objectives of:

  1. Preserving the competitive enterprise system of business by;
    1. Creating a better understanding and appreciation of the importance of business peopleand concern for their problems;
    2. Educating the business community and representing them in city, county, state andnational legislative and political affairs;
    3. Preventing or addressing controversies which are detrimental to reasonable expansionand growth of business and the community if they arise;
  2. Promoting business and community growth and development by:
    1. Promoting economic programs designated to strengthen and expand the income potential of all business within the trade areas;
    2. Promoting programs of a civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community;
    3. And discovering and correcting abuses which prevent the promotion of business expansion and community growth.

Section 3: Area. The Clear Lake Chamber of Commerce economic region shall mean to include the areas of Lake County affected by Clear Lake’s economic sphere of influence (including all county wide businesses).

Section 4: Limitation of Methods. The Clear Lake Chamber of Commerce 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.

Article II

Membership

Section 1: Eligibility. Any person, association, corporation, partnership or business having an interest in the objectives of the organization shall be eligible to apply for membership.

Section 2: Approval. Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. Approval of members shall be by the Board of Directors at any meeting thereof. Any application so approved shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.

Section 3: Membership, defined. A ‘’member’’ is defined as a member in good standing with all dues current.

Section 4: Investments. Membership investments shall be at such rate or rates, schedule or formula as may be from time to time determined be the Board of Directors, payable in advance.

Section 5: Termination. A) Any member may resign from the Chamber upon written request to the Board of Directors. B) Any member may be expelled by two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial in the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member who allegedly committed the offense or violation. Offenses or violations include nonpayment of dues after ninety (90) days.

Section 6: Voting. In any proceeding in which voting by members is called for, each member, firm, association or corporation shall be entitled to one vote if said member is one whose membership is in good standing.

Section 7: Exercise of Privileges. Any firm, association, corporation, partnership, or business holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice.

Section 8: Orientation. At regular intervals, orientation of the purposes and activities of the organization shall be conducted for the following groups: new directors, officers and directors, committee chairpersons, committee and new members. A detailed outline for orientation of each of these groups shall be a part of this organization’s procedures manual.

Section 9: Honorary Membership. Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.

Section 10: Official Member Addresses for Notice. Each member shall designate an “Official Mailing Address” for delivery of U.S. Mail on its initial application and annual renewal form. In addition to a designated mailing address, each member shall provide the Chamber with an email address designated as the member’s “Official Email address” for receipt of all required notices from the Chamber. It is the responsibility of the member to advise the Chamber of any change in its Official Mail or Email address.

Article III

Meetings

Section 1: Induction of Officers. The annual meeting of the Induction of Officers, in compliance with the state law, shall be held in January of each year. The time and place shall be fixed by the Board of Directors and each member shall be notified at least ten (10) days before said meeting.

Section 2: Additional Meetings. General meetings of the Chamber may be called by the President any time, or upon petition in writing of any 51 percent of members in good standing:

  1. Notice of Special meetings shall be distributed to each member at least three (3) days prior to such meetings: Said Notice shall be distributed electronically when a valid email address is provided and available.
  2. Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the board. Notice (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 President, or by the committee’s chairperson.

Section 3: Quorums. At any duly called general meeting of the Chamber, 20 members shall constitute a quorum, at a Board meeting, a majority of directors shall constitute a quorum, at committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members. In that case, five (5) shall constitute a quorum.

Section 4: Notices, Agendas, Minutes. of Board of Director Meetings. Notice of all Board of Director meetings must be distributed in a reasonable timeframe in advance unless otherwise stated. An agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of this organization’s procedures manual.

Section 5: Fees and Compensation. Directors and members of committees shall serve without compensation for their services. This shall not preclude any Director from serving the Chamber in any other capacity, as an officer, agent, employee or otherwise and receive compensation for that service.

Article IV

Board of Directors

Section 1: Composition of the Board. The Board of Directors shall be composed of nine (9) members, (one-third) of whom shall be elected annually to serve for three (3) years, or until their successors are elected and have qualified. The Immediate Past President, President, and the Executive Director shall serve as members of the Board. All Officers and Directors shall serve without compensation with the exception of the Executive Director.

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.

Section 1.1: Appointed Members at Large. Following the annual election of Directors, and the election of Officers, the President of the Board shall nominate subject to the approval of the Board, three (3) members of the Chamber to serve a one (1) year term as a member of the Board. In the case the Immediate Past President does not have time remaining on his/her term, one of the seats shall be filled by the Immediate Past President.

Section 2: Election of Directors.

Nominating Committee: At the regularly scheduled August Board meeting, the President shall appoint, subject to approval by the Board, a Nominating Committee consisting of two (2) Board members and three (3) other members of the Chamber. The President shall designate the chairman of the committee.

At the regularly scheduled September Board meeting, the Nominating Committee will present a slate of at least four (4) candidates to serve three (3) year terms replacing directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. Board members may serve a second term, but no Board member may serve for more than six (6) consecutive years. A period of one (1) year must elapse following the Board members term before his or her eligibility is restored. In the event that Special Circumstances arise, Director Terms may be extended to maintain a full Board of Directors composition.

Notice of Nominations: Upon receipt of the Nominating Committee Report, the Executive Director shall promptly notify the membership of: 1) the names of the persons nominated as candidates for Directors; 2) the procedure for making additional nominations by petition; and, 3) the time by which petitions must be received to be valid. Notice to the membership shall be made by email to each member’s Official Email Address, and/ or by publication in the Chamber newsletter, and by posting on the Chamber website.

Nominations by Petition: The names of additional candidates for Director can be nominated for election, by submission of a petition signed by at least five active members of the Chamber. Such petition must be filed with the Nominating Committee within ten (10) calendar days after the notice described in the preceding paragraph has been given with the names of candidates nominated by the Nominating Committee. The Nominating Committee shall verify each petition and its determination as to the validity of the petition(s) shall be final.

Nominations from the Floor: At the regularly scheduled October member meeting, any member in good standing who is present at the meeting may nominate additional candidates for the Board election.

Election: The names of all the nominated candidates shall be arranged on the election ballot in alphabetical order. The Executive Director shall deliver the confidential ballot to the Official Mailing Address of all Chamber members in good standing no later than November 1st of each year. Each member shall mark each ballot in accordance with instructions printed on the ballot and must be returned to the Chamber office by the “due date” printed on the ballot. The “due date” will be a date ten (10) businessdays after November 1. The Board of Directors shall, at their regular November Board meeting, identify and confirm the election of the three (3) candidates who receive the greatest number of votes.

Solicitation of Votes: The Board shall formulate procedures that give each nominee a reasonable opportunity to communicate with the membership about that nominee’s qualifications, reasons for running for a position on the Board and to solicit votes.

Judges: Prior to the election, the President shall appoint, subject to the approval of the Board, three (3) election judges who are not members of the Board or candidates for election. One (1) of the judges may be an employee of the Chamber and two (2) judges must be members of the Chamber in good standing. Such judges shall supervise all aspects of the election, including any auditing of the ballots. They shall report the results of the election to the Board.

Seating of Directors. All newly elected or appointed Directors shall be installed at the regularly scheduled January member meeting and shall be seated at the regular Board meeting in January of each year.

Section 3: Absences. A member of the Board who is absent from three (3) consecutive regular meetings of the Board shall automatically be dropped from membership on the Board without proper notification to the President or Executive Director of their needed absence.

Section 4: Resignation. Any Director may resign, effective immediately or at a later time specified by that Director, by a written notice to the President of 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 5: Vacancies. Members to fill vacancies on the Board will be nominated by the Board President and confirmed by a majority vote of the Board, except that a vacancy created by the removal of a Director by Chamber members may be filled only by the members, in the manner provided for the election of a Director. A Director elected in either manner to fill a vacancy on the Board shall complete the balance of the term of the Director whose vacancy is being filled.

Section 6: Policy. The Board of Directors is responsible for formulating policy of the organization. These policies shall be maintained in a policy manual, to be reviewed annually and revised as necessary.

Section 7: Management. The Board of Directors shall employ an Executive Director (or appropriate title) and shall fix the salary and other considerations of employment or other compensation.

Section 8: Indemnification. The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all current and former officer, directors and employees against expenses 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 officers, directors or employees of the Chamber, except in relation to matters as to which such individuals shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and in such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

Section 9: Termination of a Director. A) Any Director may resign from the Board of Directors upon written request to the President. B) Any Director 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 in the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the Director who allegedly committed the offense or violation.

Article V

Officers

Section 1: Officers. The officers of the Chamber shall be the President, Vice-President, Secretary (Executive Director), Treasurer and immediate past president. The Chamber may also have, at the Board’s discretion, such other officers as it considers necessary pursuant to this Article. No person may hold more than one office at a time. The office of corporate secretary for the Chamber shall always be held by the Executive Director.

Section 2: Election of Officers. At the regularly scheduled November Board meeting a Nominating Committee for the election of officers, consisting of not less than three (3) Board members, shall be appointed by a majority of the Board. Nominations for President, Vice President and Treasurer will be made from among the Board members who will serve during the subsequent calendar year.

At the regularly scheduled December Board meeting, the Nominating Committee will present its report and additional nominations may be made by other Directors for specific offices. The officers shall be elected by a confidential written ballot by majority of the Board. Elected officers shall serve for a period of one (1) calendar year.

Section 2: Duties of Officers.

  1. President. The President shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee. The President shall, with advice and counsel of the Executive Committee, determine all committees, select all committee chairpersons, and assist in the selection of committee personnel, subject to approval of the Board of Directors.
  2. Executive Director. The Executive Director shall be the chief administrative and executive officer. The Executive Director shall be a non-voting member of the Board of Directors, the Executive Committee and all committees. The Executive Director shall be responsible for administration of the program of work in accordance with the policies and regulations of the Board of Directors. The Executive Director shall be responsible for hiring, discharging, directing and supervising all employees. With the cooperation of the Budget Committee, the Executive Director 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. The Executive Director shall also be responsible for all expenditures with approved budget allocations.
  3. Treasurer. The Treasurer shall supervise the Bookkeeper and also coordinate preparation of an annual audit.

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 but shall be accountable to the Board for its actions. It shall be composed of the President, Most Current Past President, Treasurer, and the Executive Director (a non-voting member). The President will serve as the chairperson of the Executive Committee. The Executive Committee shall also serve as the Personnel Committee.

Section 4: Indemnification. The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its officers or former officers, as spelled out in Article IV, Section 8 of these Bylaws.

Article VI

Committees

Section 1: Appointment and Authority. The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairpersons. The President may appoint such ad hoc committees and their chairpersons as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President unless a different term is approved by the Board of Directors.

It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, 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, director or officer 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 Directors.

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 of Directors, it is deemed wise to discontinue the committees.

Article VII

Finance

Section 1: Funds. The money paid to the Chamber shall be placed into a general operation fund. Restricted fund accounts will be kept separate.

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. The Board of Directors must approve disbursements. All disbursements shall be by check containing two (2) signatures by executive officers.

Section 3: Fiscal Year. The fiscal year of the Chamber shall close on December 31 of each year.

Section 4: Budget. As soon as possible, after election of the new Board of Directors and officers, the Executive Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval.

Section 5: Annual Audit. Annual Financial Audit shall be conducted by the Chamber’s current Bookkeeper, Treasurer, and President. The audit shall, at all times, be available to members of the organization within the office of the Chamber.

Article VIII

Parliamentary Authority

Section 1: The rules contained in the latest edition of the ‘’Robert’s Rules of Order’’ shall govern the Clear Lake Chamber of Commerce in all cases to which they are applicable, and in which they are not inconsistent with the By-Laws of the special rules of order of the Chamber.

Article IX

Method of Amending By-Laws

Section 1: These By-Laws may be amended by a two-thirds majority vote of votes received from members in good standing. The Executive Director shall distribute this ballot to all active members at least ten (10) days before the next scheduled meeting of the Board of Directors.

The ballots shall be distributed in accordance with the instructions printed on the ballot and returned to the Chamber office within seven (7) days.

Article X

Dissolution

Section 1: In the event of the dissolution of the Clear Lake Chamber of Commerce, its property and assets shall be given to a non-profit 501c organization selected by the Board of Directors after payment of all debts.


These Bylaws were Amended and Approved by the Membership on September 27, 2017