By-laws as of
Section 1. The name of this corporation shall henceforth be the Tri-Cities Hispanic Chamber of Commerce.
Section 1.
The Tri-Cities Hispanic Chamber of Commerce (TCHCC) is organized for the purpose of advancing the economic, industrial, professional, cultural, agricultural, educational and civic welfare of the Tri-Cities and surrounding communities. The TCHCC will accomplish this mission by focusing on work force development through its support of education and training.
Section 2. Objectives:
A. To coordinate the efforts of commerce, industry and/or professions in maintaining and strengthening a sound and healthy business and educational climate in and around the Tri-Cities and the region.
B. To sponsor active programs and stimulate activities which will provide for the education, training, and employment of the region's human resources and development of its economic resources.
C. To promote creative business leadership and effective coordination of all interested parties in solving community problems and in initiating constructive community action especially through education.
D. To serve as the voice of business in legislative matters and to further the understanding of our free enterprise, economic system.
E. To support programs of special interest or importance to the Tri-Cities and the region consistent with our mission statement.
Section 3. Philosophy:
The Tri-Cities Hispanic Chamber of Commerce serves as a representative body, free of special interest groups, through which all members of the community can support the collective action determined by the Chamber to be in the best economic and business interests of the Tri-Cities and the surrounding communities in the region.
Section 1. Legal Responsibilities:
The Tri-Cities Hispanic 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.
Section 2. Conduct:
The Chamber, in its activities, shall be nonpartisan and nonsectarian. It shall not discriminate against any person, group or area by reason of race, color, religion, sex, national origin, or physical or sensory handicap.
Section 1. Eligibility:
Any private or public person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership.
Section 2. Election:
Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. The Membership Committee (or designated individual) shall review all applications and submit them to the Board of Directors with a recommendation. Application for renewal membership must include accrued dues prior to the date they dropped membership unless waived by 2/3 vote of Board present at the meeting. Election of members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article IV.
Section 3. Dues:
Membership dues shall be at such rate, schedule, or formula as prescribed by the Board of Directors, payable annually, semi-annually or quarterly in advance. Annual dues shall be decided by the Board of Directors.
Section 4. Termination:
A. Any member may resign from the Chamber upon written request to the Board of Directors.
B. Any member is automatically expelled from membership upon nonpayment of dues after ninety (90) days from the date due, unless otherwise extended for good cause by 2/3 vote of Board present at the meeting.
C. Any member 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 to the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded to the member complained against.
Section 5. Voting:
In any proceeding in which voting by members is called for, each membership/member in good standing shall be entitled to one vote.
Section 6. Exercise of Privileges:
Any firm, association, corporation, partnership, or estate holding membership shall designate an individual, whom the holder authorizes to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership designee upon written notice to the Board of Directors. The designee shall be named on the membership application and dues notice, and shall be the only one authorized to vote or represent the member in an official capacity.
Section 7. Orientation:
At regular intervals, orientation of the purpose and activities of this organization shall be conducted for the following groups; new directors, officers and directors, committee leaders, committee and new members.
Section 8. 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 1. Composition of the Board of Directors:
The Board of Directors shall be composed of nine (9) elected members, three (3) of whom shall be elected annually to serve for three (3) years, or until their successors are elected and have qualified. Each Board member will have a specific area of responsibility (for example: Membership, Ambassadors, Fund Raising, Public Relations, Education, Economic Development, Politics, Activities, Scholarships). Areas of responsibility are designated and may be changed by a 2/3 vote of the Board without amending the By-laws. The governing 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. Whenever, and to the extent possible, the Chamber shall strive to maintain representation on its Board of Directors from throughout the Tri-Cities and its surrounding communities.
Section 2. Ex-Offico Appointments:
The Board of Directors may appoint ex-officio Directors of the Board from organizations or governmental bodies who share the interests of the Chamber. Ex-officio members of the Board shall not be entitled to vote at Board meetings, and their presence shall not be counted in determining a quorum.
Section 3. Voting at Board meetings:
Except as specified elsewhere in the by-laws, votes during a Board meeting will include elected Board members, Executive Board members and appointed Board Advisors.
Section 4. Selection and Election of Directors
A. NOMINATING COMMITTEE. The Nominating Committee oversees the nomination process for Board members. At the regular JulyBoard meeting, the President of the Board shall appoint one Board member whose term is not expiring to recruit, conduct and chair the nominating committee. The Nominating Committee shall consist of four (4) members of the Chamber. The Chair will solicit volunteers from the membership to serve on the Nominating Committee. Serving on the Nominating Committee does NOT disqualify a member from being nominated for a Board position. At the regular August Board meeting, the Chair of the Nominating Committee will present the proposed Committee members to the Board for approval by a simple majority vote. At the regular September Board meeting, the Nominating Committee shall present to the Board for approval a slate of candidates to be placed on the ballot for the three-year terms, to replace the 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. No Board or Executive Board member may serve in excess of six (6) consecutive years as a voting member of the Board, with the exception of the Immediate Past President who may serve for no more than seven (7) consecutive years. A period of one (1) year must elapse before eligibility is restored. A Board or Executive Board member shall not be nominated if the new term of office will cause the member to exceed the six (6) consecutive years limit.
B. PUBLICITY OF NOMINATIONS. Upon receipt of the report of the Nominating Committee, the President shall immediately notify the membership by mail, fax and/or e-mail of the names of person nominated as candidates for directors and the right of petition.
C. NOMINATIONS BY PETITION. Additional names of candidates for Directors can be nominated by petition bearing the genuine signature of at least six (6) authorized members of the Chamber. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final. Names of all candidates nominated by legal petitions will be included on the ballot.
D. DETERMINATION. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared slate of nominees by the Board of Directors at the regular October Board Meeting. One official ballot shall be mailed each member organization and is to be marked by the authorized member, in accordance with instructions printed on the ballot and returned to the Chamber office by the specified deadline.
E. JUDGES. The President of the Board shall appoint, subject to the approval of the Board of Directors, at least three (3), but not more than five (5) judges who are not members of the Board of Directors or candidates for election.The judges oversee and supervise the election process, including the preparation, mailing, collecting, counting and auditing of the ballots. They shall report the results of the election to the Board of Directors at the regular November Board meeting prior to releasing the results to the public. The Board of Directors shall then declare the candidates with the greater number of votes as reported by the judges, elected.
Section 5. Seating of New Directors:
All newly elected Board members shall assume their duties on January l and be seated at the regular January Board meeting.
Section 6. Vacancies:
A member of the Board of Directors shall be automatically dropped from membership of the Board of Directors if they have more than three (3) unexcused absences or more than a total of six (6) absences from any regular Board meeting within a calendar year. An excused absence will be granted upon notification to the Chamber office prior to the meeting as to the reason for the absence. The Board of Directors may grant a leave of absence for special circumstances if deemed appropriate and necessary. Vacancies on the Board of Directors, or among the Officers, shall be filled by the Board of Directors by a majority vote.
Section 7. Appointments:
The President of the Board may appoint up to three (3) Board Advisors, subject to the approval of the Board of Directors, and 2/3 vote of Directors present at the regular January meeting. Board Advisors will serve until the end of the calendar year.
Section 8. Policy:
The Board of Directors is responsible for establishing procedure and formulating policy of the organization. They are also responsible for adopting all policies of the organization. These policies shall be maintained in a Policy Manual, to be reviewed annually at the regular January Executive Board meeting and revised as necessary, and subject to approval of the Board of Directors.
Section 9. Management:
The Board of Directors shall be empowered to employ an Executive Director who shall be the Chief Executive and Administrative Officer to administer the affairs of the Chamber under the direction of the Board, receive such compensation as the Board may determine, and hold office at the will of the Board. It shall take a two-thirds vote of the full membership of the Board to remove the Executive Director. The Chamber shall provide for the indemnification by the Chamber of any and all of its Directors or former Directors 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 Directors of the Chamber, except in relation to matters as to which such Directors shall be judged in such action, suit or proceeding to be liable for; 1) intentional misconduct, 2) illegal actions of any kind, 3) actions outside the scope of authority given by the By-Laws, by the Board or 4) actions in violation of the employment agreement.
Section 10. Conflict of Interest and Commitment of Effort
A Board member shall not disclose the deliberation of the board to any other organization without specific authorization from the Tri-City Hispanic Chamber Board. A board member shall not serve as director for any other chamber of commerce in
Section 1. Determination of Officers
The Board of Directors will organize for the coming year at the regular December Board meeting. At this meeting, the continuing, newly elected and retiring Board members shall elect the President of the Board, Vice-President, and Treasurer. The Board Advisors do not vote except in cases of a tie vote for any position. The President, Vice-President and Treasurer must be either current or past Board or Executive Board members. All officers shall serve for terms of two (2) years or until their successors assume the duties of office, and they shall be voting members of the Board of Directors (NB: for the 2008 transition year, the Board may retain the 2007 officers for one more year OR elect new officers for two year terms). The Nominating Committee, as specified in Article V, Section 3 (A), shall meet in October and prepare a slate of candidates to be presented to the new Board at the December Board Meeting.
Section 2. Duties of Officers
A. President of the Board. The President of the Board shall serve as the chief elected officer of the Tri-Cities Hispanic Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee. The President shall, with the advice and counsel of the Executive Director, appoint a secretary and a sergeant at arms.
B. Vice President of the Board. The Vice-President shall exercise the powers and authority and perform the duties of the President of the Board in the absence or disability of the President of the Board. The Vice-President will also perform other duties that may be assigned by the President of the Board and Board of Directors.
C. Treasurer. The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Directors. All checks shall require the signature of two of the following; President, Vice-President, Treasurer or Executive Director. The Treasurer shall present a monthly financial report to the Board and a quarterly report to the General Membership at each regular meeting. The Treasurer will also supervise the preparation of the annual budget for the Chamber and the budgets for specific events and activities.
D. Secretary (appointed). The Secretary shall be responsible for recording, transcribing and distributing the minutes of all Executive Committee and Board meetings. The Secretary will also be responsible for notification of members for all meetings including general membership, and will assume other administrative duties as directed by the President.
E. Sergeant at Arms (appointed). The Sergeant at Arms shall be responsible for enforcing proper parliamentary procedure at all meetings of the Executive Committee and Board of Directors and assure that all proceedings are in accordance with the By-laws. S/he is also charged with reviewing the By-laws with the outgoing Sergeant at Arms and proposing any changes at the January Board meeting. The Sergeant at Arms will also help maintain order, enforce time restrictions and perform other duties as directed by the President at all Board and general membership meetings.
F. Executive Director. The Executive Director shall be the Chief Administrative and Executive Officer. The Executive Director shall serve as Secretary to the Board of Directors, and cause to be prepared notices, agendas, and minutes of meetings of the Board and Executive Board. The Executive Director shall serve as advisor to the President of the Board and Vice-President on program planning, and shall assemble information and data and cause to be prepared special reports as directed by the Program of the Chamber. The Executive Director shall be a non-voting member of the Board of Directors, the Executive Committee and all Committees. With assistance of the Vice President(s), the Executive Director shall be responsible for administration of the programs 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 Executive Board and Budget Committee, if appointed, the Executive Director shall be responsible for the preparation of a fiscal year operating budget covering all activities of the Chamber, subject to approval of the Board of Directors. The Executive Director shall also be responsible for all expenditures within approved budget allocation.
Section 3. Executive Board
A. Composition. The Executive Board shall be composed of the President of the Board, the Vice President, Treasurer, Secretary, Sergeant at Arms and the immediate Past President. The President of the Board will serve as head of the Executive Board.
B. Emergency Actions. The Executive Board may act for and on behalf of the Board of Directors in an emergency situation when the Board is not in session, provided that the minutes of the Executive Board meeting include the reasons for the emergency action that precluded the convening of the board.
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 V. Section 8, of these bylaws.
Section 5. Compensation:
Except for the Executive Director, the officers of the corporation as such, shall receive no compensation, provided that they may receive reimbursement for reasonable expenses incurred and compensation for service performed extending beyond the service incident to the office. The compensation for the Executive Director shall be determined by the Executive Committee and approved by the full Board.
Section 1. Appointment and Authority:
The President and Vice-President of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee leaders. The President of the Board may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointment shall be at the will and pleasure of the President of the Board and shall serve concurrent with the term of the appointing President of the Board, unless a different term is approved by the Board of Directors. It shall be the function of committee 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. Committee heads or their members may not authorize any expenditure without first obtaining a purchase order number from the executive director and such purchase orders must be within the budget for that particular event. Committees shall be discharged by the President of the Board 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.
Section 3. Testimony:
Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence, which they designate as being familiar enough with the issue to give testimony to, or make presentations before, civic and governmental agencies, if so directed by the Board.
Section 4. Divisions:
The Board of Directors may create divisions, as it deems advisable, to handle the work of the Chamber, including oversight of committees, if necessary. The Board shall authorize and define the powers and duties of all divisions and shall appoint Division from either current or past board members. The Board shall annually review and approve all activities and proposed programs of such divisions, including collection and disbursement of funds. No action or resolution of any kind shall be taken by a Division Director, having bearing upon or expressive of the Chamber, unless approved by the Board of Directors. Division Directors will attend Board meetings, but not be voting members of the Board.
Section 1. Annual Meeting:
The annual General Membership meeting of the corporation, in compliance with State law, shall be held during the winter of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed, faxed or e-mailed to each member at least twenty (20) days before said meeting.
Section 2. Additional Meetings:
A. General meetings of the membership of the Hispanic Chamber of Commerce may be called by the President of the Board at any time or upon petition in writing of any 5% of members in good standing. Notice of special meetings shall be mailed, faxed or e-mailed to each member at least five (5) days prior to such meetings.
B. Board meetings may be called by the President of the Board or upon written application of at least five (5) members of the Board. Notice by phone and/or e-mail to include the purpose of the meeting shall be given to each Director, Board Advisor and Executive Board member at least two (2) days prior to said meeting.
C. Committee meetings may be called at any time by the President of the Board, respective department Vice President, or by the Committee's leader.
Section 3. Quorums:
At any duly called General Meeting of the membership of the Chamber 5% of the members shall constitute a quorum; one-half of the number of the elected Directors shall constitute a quorum of the Board of Directors; at Committee Meetings including the Executive Board, a majority of the committee members, shall constitute a quorum.
Section 4. Notices, Agendas, Minutes:
Written or e-mail notice of all General Membership Chamber meetings must be given at least five (5) days in advance. An advance agenda and minutes must be prepared for all meetings and shall be included in the notice for the meeting.
Section 1. In all matters of parliamentary practice, the latest edition of Robert Rules ofOrder shall be used as authority. The Sergeant-at-Arms will serve as parliamentarian and will be the final arbiter of any disputes about parliamentary procedure.
Section 1. Revisions:
These bylaws may be amended or altered by a two-thirds vote of the Board of Directors, at any regular or special Board meeting, provided the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board in writing at least ten (10) days in advance of the meeting at which they are to be acted upon. These By-Laws may also be amended by a majority vote of the authorized members of the Chamber provided any proposed amendments or alterations shall be mailed to the authorized members at least ten (10) days in advance of the mailing of the ballots.
Section 1. Funds:
All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year's budget will be placed in a reserve account or other account as determined by the Board of Directors.
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 of Directors. Disbursement shall be by check or other negotiable instrument.
Section 3. Fiscal Year:
The fiscal year of the Chamber shall close on December 31.
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 or Reviewed Financial Statement:
The account of the Hispanic Chamber of Commerce shall be audited annually, or a reviewed financial statement prepared, as of the close of business on December 31, by a public accountant. The reviewed financial statement or audit shall, at all times, be available to members of the organization within the offices of the Chamber.
Section 6. Bonding:
The Executive Director and such other Officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber.
SECTION 1. Procedure:
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, 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 of Directors as defined in IRS Section 501 (c) (6).
ARTICLE XIII
CONFLICT OF INTEREST
SECTION 1. Purpose:
The purpose of the conflict of interest policy is to protect the interest of the Tri-Cities Hispanic Chamber of Commerce (TCHCC) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the TCHCC or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to a chamber of commerce board of directors. This policy is intended to supplement but, not replace any other policy that is already in place by the TCHCC.
SECTION 2. Definitions:
A. Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
B. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1) An ownership or investment interest in any entity with which the TCHCC has a transaction or arrangement,
2) A compensation arrangement with the TCHCC or with any entity or individual with which the TCHCC has a transaction or arrangement, or
3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the TCHCC is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Therefore, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
SECTION 3. Procedures:
1) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3) After exercising due diligence, the governing board or committee shall determine whether the TCHCC can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the TCHCC best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
ARTICLE XIV
CODE OF ETHICS
SECTION 1. Procedure:
All members of the board of directors will agree to and sign the code of ethics document that is included as Appendix A.
Appendix A
Tri-Cities Hispanic Chamber of Commerce
Directions: Review the following statement, and then sign this code of ethics to solidify your commitment to board service in the best interests of the Tri-Cities Hispanic Chamber of Commerce.
As a member of the board of directors for the Tri-Cities Hispanic Chamber of Commerce (TCHCC) I will:
o Represent the interests of all people served by the TCHCC and not favor special interests inside or outside the TCHCC.
o Not use the TCHCC or my service on this board for my own personal advantage or for the advantage or for the advantage of my friends, relatives or supporters.
o Keep confidential information confidential.
o Respect and support majority decisions of the board.
o Approach all board issues with an open mind, prepared to make the best decisions for everyone involved.
o Do nothing to violate the trust of those who elected or appointed me to the board or of those we serve.
o Focus on my efforts on the mission of the TCHCC and not on my personal goals.
o Never exercise authority as a board member except when acting in a meeting with the full board or as I am delegated by the board.
o Consider myself a “trustee” of the TCHCC and do my best to ensure that it is well maintained, financially secure; growing and always operating in the best interests of those we serve.
o No Side bar talk before board meetings and or campaign on issues.
o Excuse myself from board room on issues I have personal conflict.
o Never interrupt another board member when he/she is talking.
o I will fulfill my duties and assignments as a board member in a timely and diligent manner and to the best of my abilities.
I have read, understand and agree to abide by this Code of Ethics.
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Board member’s signature Date
