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BYLAWS OF THE GREATER FLORENCE CHAMBER OF COMMERCE An Arizona Non-Profit Corporation
BYLAW ONE PURPOSES AND OBJECTIVES
In amplification of the purposes for which the Corporation has been formed as set fourth in the Articles of Incorporation, the purposes and objectives are as follows:
(a) To do business as the “THE GREATER FLORENCE CHAMBER OF COMMERCE” for Florence, Arizona.
(b) The Florence Chamber of Commerce is a voluntary organization of business and professional people who represent the interests of the business community, are committed to the promotion of tourism and economic development, and act as a nonpartisan collective voice to Government.
(c) To acquire, own or lease such real and personal property as may be necessary or convenient for the transaction of its business and the fulfillment of its purposes and objectives, and to exercise all rights, powers and privileges of ownership to the same extent as natural persons might or could do.
(d) To arrange social and recreational functions for its members to promote communication and cooperation among its members and the other residents, businesses and governmental bodies in Florence, Arizona.
(e) To exercise any and all powers that may be delegated to it from time to time by the members.
BYLAW TWO OFFICES
The Principal office of the Corporation in the State of Arizona shall be located at such place as the Board of Directors shall designate within Florence, Arizona.
BYLAW THREE MEMBERS
(a) Members. Any person, association, corporation, or partnership may be a member of the Florence Chamber of Commerce, in such classifications and at such fees as may be determined by the Board of Directors.
(b) Voting Rights. All classes of membership except Associate shall have voting rights. Each member in good standing of a classification of membership having voting rights shall be entitled to vote on each matter submitted to a vote of the members. A member shall have one vote for each membership. Where two or more persons hold a membership, only one vote for such membership shall be allowed, and such joint holders shall designate and register with the secretary of the corporation the name of that member entitled to cast such single vote.
(1) At membership meetings all votes shall be cast in person.
(2) Where Directors or Officers are to be elected by members, or where there is an act requiring the vote of the members, such election or vote on such proposed action may be conducted by mail in such manner as the Board of Directors shall determine.
BYLAW FOUR MEETINGS OF MEMBERS
(a) Annual Meeting. An annual meeting of the members for the purpose of hearing reports from all officers and standing committees and for electing, or certifying the election of Directors and Officers shall be held in December of each year, at a time and place to be fixed by the Board of Directors.
(b) Regular Meetings. In addition to the annual meetings, regular meetings of the members may be had at such time and place as may be determined by the Board of Directors.
(c) Special Meetings. A special meeting of the members may be called by the Board of Directors. A special meeting of the members must be called within 20 days by the Chairman, or the Board of Directors, if requested by not less than ten percent (10%) of the members having voting rights.
(d) Notice of Meetings. Written notice stating the place, day and hour of any meeting of members may be delivered either personally, by telephone, mail, or email to each member entitled to vote at such meeting, not less than (7) days before the date of such meeting.
(e) Quorum. The members holding ten percent (10%) of the votes that may be cast at any meeting shall constitute a quorum at any meeting of the members. In the absence of a quorum, a majority of the members present may adjourn the meeting from time to time without further notice.
BYLAW FIVE BOARD OF DIRECTORS
(a) General Powers. The affairs of the Corporation shall be managed by the Board of Directors, subject to instructions of the members of the Corporation at a regular meeting, or subject to the approval of the membership as expressed by a vote of the membership.
(b) Number, Tenure, and Qualifications. The number of Directors shall be nine (9). Each Director shall be a member of the Corporation and shall hold office as hereinafter set forth. Election will rotate each year, five one year and four the next year, with Directors being elected for a two year term.
(c) Regular meetings. The Board of Directors shall meet regularly at least four times a year, at times and places it shall select.
(d) Special Meetings. A special meeting of the Board of Directors may be called by or at the request of the Chairman or of any three (3) members of the Board.
(e) Notices. Notice of any special meeting of the Board of Directors shall be given at least forty-eight (48) hours prior thereto, by written or verbal notice to each member of the Board.
(f) Quorum. A majority (51%) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the members of the Board are present at said meeting, a majority of the members of the Board present may adjourn the meeting from time to time without further notice.
(g) Manner of Acting. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
(h) Vacancies. Any vacancy occurring in the Board of Directors and any Directorship to be filled shall be filled by election of the Board of Directors. A Director elected to fill a vacancy shall fill the unexpired term.
(i) Election of Directors. Directors shall be elected by the membership pursuant to the procedures adopted by the Board of Directors. Such election shall be conducted during the Month of December each year for Directors whose terms shall commence the succeeding January 1.
(j) Term of Office. The regular term of office of a Director shall commence January 1, next following his election. From the time of his election until the commencement of his term of office, each Director elect shall be an ex-officio member of the Board of Directors having no vote except as hereinafter set forth. BYLAW SIX OFFICERS
(a) Officers. The Officers of the Corporation shall be a Chairman, a Vice Chairman, a Secretary and, a Treasurer.
(b) Qualification and Method of Election. The Officers shall be members of the Board of Directors, shall be elected by a vote of the Directors as hereinafter set forth, and shall serve for a term of one (1) year. All the Officers shall be full voting members of the Board of Directors.
(c) CHAIRMAN: The Chairman shall preside at all meetings of the Corporation and of the Board of Directors at which he is present, shall exercise general supervision of the affairs and activities of the Corporation, and shall serve as a member ex-officio of all standing committees.
(d) VICE CHAIRMAN: The Vice Chairman shall assume the duties of the Chairman during his absence, and shall perform such other duties as may be designated by the Chairman or the Board of Directors.
(e) SECRETARY. The Secretary shall be responsible for the minutes of the meetings of the Corporation and of the Board of Directors, which shall be an accurate and official record of all business transacted.
(f) TREASURER. The Treasurer shall be responsible for the financial records of the Corporation, shall give a financial statement at the Board Meetings, and shall be Chairman of the Finance Committee.
(g) Election of Officers. Election of officers shall be held the first Wednesday of January each year for Officers whose term shall commence immediately thereafter. The Officers shall be elected by the incoming Board of Directors, Directors-elect being authorized to vote.
(h) Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by election by the Board of Directors for the unexpired portion of the term.
BYLAW SEVEN COMMITTEES
(a) Such standing committees as set forth in these Bylaws or as may be designated by the Board of Directors shall be appointed by the Chairman with the approval of the Board of Directors.
(b) Finance Committee. There shall be a Finance Committee which shall have a minimum of three (3) members. One member shall be the Treasurer, the other two members shall be appointed each January to serve a term of one year. The Finance Committee shall prepare a budget for the year beginning January 1, next following their appointment, shall monitor the operation of the budget as adopted by the Board of Directors, and shall have such other powers and duties as may be set forth by the Board of Directors.
(c) Nominating Committee. There shall be a Nominating Committee which shall have a minimum of three (3) members. The Nominating Committee shall be appointed not later than October 1, each year and the members shall serve until the end of the next annual meeting of the membership. The committee shall have such powers and duties as may be set forth by the Board of Directors, such duties to include placing the names of candidates into nomination for election of Directors of the Corporation, in such numbers and pursuant to such procedures as may be adopted by the Board of Directors.
(d) Executive Committee. There shall be an Executive Committee consisting of the Chairman, the Vice Chairman, the Secretary and the Treasurer. Such Executive Committee shall meet as necessary between regular or special meetings of the Board of Directors, and shall have such powers and duties as may be exercised by the Board of Directors, subject to ratification of modification by the full Board of Directors at the next regular or special Board meeting.
(e) The Board of Directors may authorize and establish such other standing or special committees as desired and shall define the powers and duties of the committees. Members of all committees except as otherwise set forth herein shall be appointed by the Chairman with the approval of the Board of Directors and shall serve at the pleasure of the Board of Directors.
BYLAW EIGHT MISCELLANEOUS
(a) Annual Dues. The annual dues shall be as set by the Board of Directors.
(b) Payment of Dues. The annual dues shall be payable at such times and in such installments, if any, as may be set by the Board of Directors.
(c) Default in Payment of Dues. When any member shall be in default in the payment of dues of assessments for a period of ninety (90) days from the date on which such dues become payable, he or she shall, for purposes of voting, not be considered as a member in good standing. In addition, such member shall be dropped from active membership and placed on the inactive list. Such member shall not be reinstated until he or she has paid the dues in full, and until such time as such member is reinstated, he or she shall have no rights of any kind arising out of a membership in the Corporation.
(d) Revocation of Membership. For good cause, the sufficiency of which shall be within the sole discretion of the Board of Directors to determine if the membership of any member may be revoked, and the annual fee of such member refunded. The Board of Directors may establish rules and regulations setting forth such violations as may be cause for revocation of membership.
(e) Removal of Officers. For good cause, the sufficiency of which shall be within the sole discretion of the Board of Directors to determine. The Board of Directors may remove from office, any Officer. The Board of Directors may establish rules and regulations setting forth such violations as may be cause for removal from office.
(f) Removal of Directors. For good cause, and upon such procedures as may be established by the Board of Directors, a Majority (51%) of the voting members of the Corporation may remove from office any director.
(g) Action by Members. Upon the written request of ten percent (10%) of voting members of the Corporation, any action of the Board of Directors, or any resolution or proposal of the membership shall be submitted to the membership for ratification, approval, rejection or modification by the voting membership at a special meeting of the membership called for the purpose herein set forth.
(h) Employees. The Board of Directors shall hire the President/Chief Operating Officer for such compensation, and to perform such duties as the Board of Directors may deem necessary or desirable.
BYLAW NINE FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
BYLAW TEN AMENDMENTS
These Bylaws may be amended by a favorable vote of two-thirds of those present at a regularly called meeting of the Board of Directors, provided that there is a quorum present. |