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(As amended June 2008)
Section 1.1 The Mobile Area Chamber of Commerce was first incorporated under the name Mobile Commerce and Business League in 1836. On October 31, 1960, the organization was re-incorporated under its present name, Mobile Area Chamber of Commerce.
Section 1.2 The purpose of the Mobile Area Chamber of Commerce, according to Article III, Articles of Re-incorporation, is:
“to foster, promote, advance and improve the civic, commercial, industrial, agricultural interests and general business conditions of the Mobile area, and to cooperate with other communities and other similar organizations in the State of Alabama and elsewhere, and the promotion of other general objectives, including without limiting the generality of the foregoing, the improvement of living conditions, business conditions, the general welfare of the community, the industry, agriculture, finance and trade of the community.”
Section 1.3 The mission of the Mobile Area Chamber of Commerce is: “To serve as a progressive advocate for business needs to promote the Mobile area’s economic well-being.”
Section 2.1 Any person, corporation, estate, firm, partnership or trust in sympathy with the objects and purposes of the Mobile Area Chamber of Commerce (hereinafter called the “Chamber”) shall be eligible for membership in the Chamber. No membership shall be issued in the name of a trade association or other like organization.
Section 2.2 Membership shall be by invitation of the Board of Directors or by the Board’s authorized representatives. After a person, corporation, estate, firm, partnership or trust has been extended an invitation, it shall then make application for membership in writing on such forms and under such arrangements as may be approved by the Board of Directors or Executive Committee, which application must be sponsored by a member or authorized representative of the Chamber.
Section 2.3 An application for membership sponsored by a member or authorized representative of the Chamber, and accompanied by the appropriate payment of dues, will activate the membership.
Section 2.4 Each member, person, corporation, estate, firm, partnership or trust shall be entitled to nominate as its representative one person in its organization for the basic investment. For an additional incremental investment as may be designated by the Board of Directors, a member may designate an additional representative.
Section 2.5 The death of a member shall, at the option of his estate, or the removal by a member of his residence from the Mobile area shall, at his option, cancel his unpaid dues.
Section 2.6 Any member may be removed from Chamber membership for non-payment of dues. Any member may be suspended or expelled by the Board of Directors, by a majority vote of the entire Board, for conduct, which in the opinion of a majority of the entire Board is unbecoming a member, provided that any member so suspended or expelled for conduct unbecoming a member shall have the right of a hearing before the Board of Directors.
Section 3.1 The basic investment shall be determined by the Board of Directors, and may be amended by a majority vote of the Board of Directors. Investments shall be payable annually, semi-annually, quarterly, or monthly in advance. Investment for a past president/chairman of the Mobile Area Chamber of Commerce who is retired (no longer engaged in or affiliated with any profession or business) will be waived.
Section 3.2 Dues investment for participation in the Board of Advisors shall be a minimum of $3,000 annually, or the calculated fair share dues based on employee count, whichever is greater.
BOARD OF DIRECTORS
Section 4.1 Each member of the present Board of Directors of the Chamber shall continue in office until the expiration of the term for which he was elected.
Section 4.2 The Board of Directors shall consist of at least forty-three (43) members, but no more than forty-five (45) members.
Section 4.3 The election of those Directors who are to be elected by the membership shall be held on the second Tuesday of September of each year. The election of those Directors who are to be elected annually by the Board of Directors shall be at a Board meeting following the second Tuesday of September of each year and before January 1st of the next year.
Section 4.4 The newly elected Directors shall not be considered members of the Board of Directors until January 1st following their election, except that the newly elected Directors shall meet with Directors who will continue in office after the next January 1st and elect the officers of the Chamber for the ensuing year. Retiring Directors shall continue to serve until January 1st.
Section 4.5 The term of office of each Director shall commence January 1st except for Directors elected to fill vacancies on the Board created by death or resignation.
Section 4.6 Each Director must be a member of the Chamber and must reside in and have his principal place of business in the Mobile area.
Section 4.7 Ten (10) Directors shall be elected each year by the membership for a term of three (3) years, and at least two (2) of the ten (10) so elected shall have their principal place of business located outside of the corporate limits of the City of Mobile.
Section 4.8 Following the election of Directors each year by the membership and before the next January 1st, the Board of Directors shall elect six (6) Directors to serve a term of one (1) year.
Section 4.9 The incoming Chairman of the Board of Directors shall appoint six Directors to serve a one year term concurrent with his term of office, all of whom shall be voting members of the Board and three of whom may be past chairmen of the Board of Directors.
Section 4.10 In addition to the forty-two (42) Directors whose membership on the Board is determined by Sections 4.7, 4.8 and 4.9 of these Bylaws, also serving as an ex-officio voting member of the Board shall be the President. In addition, in the event the immediate Past Chairman or the current Chairman shall not be serving as one of the forty-three (43) members as otherwise provided hereinabove, then either or both of them, as the case may be, will serve as ex-officio voting member(s) of the Board to complete one or both of the remaining two (2) allowable Director positions not to exceed a maximum of forty-five (45) members as specified in Section 4.2 hereof.
Section 4.11 No person elected as a Director by the membership shall be re-elected until one (1) year after the expiration of his term of office, and no person elected as a Director by the Board of Directors who shall have served as a Director continuously for as much as three (3) years shall be re-elected until one (1) year after the expiration of his last term of office.
Section 4.12 Any vacancy on the Board of Directors created by death or resignation shall be filled by a vote of the Directors.
Section 4.13 The Board of Directors shall meet at least nine (9) times each year. Months in which meetings are not held shall not be successive months.
Section 4.14 In addition to the powers and authorities conferred upon the Board of Directors by law and by the Articles of Reincorporation of the Chamber, at a Board meeting following the second Tuesday of September of each year and before January 1st of the next year, the newly elected Directors shall meet with the Directors who will continue in office after the next January 1st and elect the Officers of the Chamber for the ensuing year, as follows:
(a) Each year elect from their own number or from the membership at large a Chairman of the Board and a Chairman of the Board-Elect,(b) Each year elect from their own number as many as twelve (12) Vice Chairmen, and may elect a General Counsel,
(c) Each year elect a President who shall be General Manager and Secretary of the Chamber, and fix the salary and compensation of such President; and
(d) Adopt rules, regulations and policies for the conduct of the business of the Chamber, establish departments, divisions and affiliates, and exercise such other powers and authorities as are conferred upon them by these By-Laws.
Section 4.15 At all meetings of the Board of Directors, one-third (1/3) of the members shall constitute a quorum.
Section 4.16 Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or by any five (5) Directors, provided that, when called otherwise than by the Chairman of the Board, a call shall be issued to each Director stating the purpose of the meeting not less than twenty-four (24) hours preceding the meeting.
Section 4.17 Directors of the Chamber of Commerce are an essential and vital part of the organization and are depended upon to contribute some particular business or managerial skill to the operation and affairs of the Chamber. They make their best contribution by attending and actively participating in the Board meetings on a regular basis. Board members are expected to act as an advocate for the Chamber, and support board decisions. These requirements should be emphasized when individuals are asked to serve. For these reasons, any Director absent for four consecutive regularly scheduled meetings, or who shall fail to act as an advocate for the organization or shall fail to support board decisions, may be asked to forfeit his Directorship; except that the attendance requirement will not apply to unusual circumstances such as prolonged illness, extended trips abroad, temporary transfers to other cities and for other similar reasons or extenuating circumstances approved by the Board of Directors.
Section 5.1 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Chamber and of the Board of Directors, shall perform all duties incident to his office, shall have authority to sign checks of the Chamber, and shall have such other authorities and powers and shall perform such other duties as may be conferred or imposed upon him from time to time and is directly accountable to the Board of Directors.
Section 5.2 Chairman of the Board-Elect. The Chairman of the Board-Elect is a member of the Board of Directors and the Executive Committee and may be assigned responsibilities from time to time by the Chairman of the Board.
Section 5.3 Vice Chairmen. The Vice Chairmen shall be assigned responsibilities for a particular area of the Chamber’s program, and shall act in the absence of Chairman of the Board and the Chairman of the Board-Elect alphabetically by name, and in rotation. In the absence or disability of all of the Vice Chairmen, a member of the Board of Directors shall be chosen to act temporarily. The Vice Chairmen shall be accountable to the Board of Directors.
Section 5.4 Vice Chairman – Finance and Operations. The Vice Chairman – Finance and Operations shall receive and disburse the funds of the Chamber. He shall keep all monies of the Chamber deposited in its name in such bank or banks as may be designated by the Board. From time to time, he shall make reports to the Board of Directors showing monthly statements of disbursements and receipts of the Chamber, and shall have authority to sign checks of the Chamber.
Section 5.5 General Counsel. The General Counsel shall serve on the Board of Directors and Executive Committee and provide legal counsel, when appropriate, to the Chamber leadership.
Section 5.6 President. The President shall devote himself entirely to the affairs of the Chamber. He shall at all times be subject to the supervision of the Chairman of the Board, the Board of Directors and the Executive Committee, and shall perform such duties as may be determined by the Board of Directors or the Executive Committee. He shall maintain general supervision over all of the work of the Chamber and its employees; shall employ employees and assign the same for duty; shall draw and countersign all checks of the Chamber and shall be responsible to the Board of Directors, the Executive Committee and the Chairman of the Board for the proper conduct of all departments and the work of the persons employed by the Chamber.
He shall conduct the official correspondence, preserve all books, documents and communications, maintain an accurate record of the proceedings of the Chamber, the Board and Committees; shall keep all other necessary records and, in general, shall so manage the affairs of the Chamber as to promote the objects and purposes for which the Chamber was organized. In the absence of the President, his duties shall be performed by one designated by him for that purpose.
The President shall each year cause to be employed a certified public accountant to examine and audit the books and accounts of the Chamber, and at the time of the employment of such certified public accountant, shall prescribe the scope of his work and employment. The Executive Committee shall review and study the report and audit of such certified public accountant, and then make a report to the Board of Directors.
Section 5.7 The President, Vice Chairman – Finance and Operations and any other member of the Chamber charged with the responsibility of handling funds, shall furnish surety bonds in such amounts as the Board of Directors or the Executive Committee shall deem necessary, the cost to be paid by the Chamber.
Section 5.8 The Board of Directors may, from time to time, create and fill such other additional offices and prescribe the authorities and duties thereof as they may deem advisable.
COMMITTEES AND TASK FORCES
Section 6.1 The Chairman of the Board shall appoint all Committees and Task Forces, subject to the approval and confirmation of the Board of Directors.
Section 6.2 It shall be the function of the Committees and Task Forces to investigate and make recommendations. They shall report in writing to the Board of Directors. No standing or special committee shall represent the Chamber in advocacy of, or opposition to, any project without specific authorization as may clearly be granted under general powers delegated by the Board of Directors to said Committee.
Section 6.3 The Chairman of the Board and the President shall be ex-officio members of each Committee or Task Force, unless otherwise ordered.
Section 6.4 Meetings of the Committees or Task Forces shall be held at such time and place as the Chairman of the Board or Chairman of the Committee or Task Force shall determine.
Section 6.5 A majority of the members of the Committee or Task Force shall constitute a quorum, except that when any Committee or Task Force consists of more than nine (9) members, five (5) members shall constitute a quorum.
Section 6.6 Each Committee or Task Force shall submit in writing to the Board of Directors a report of its condition and review of its proceedings at least once each year.
Section 6.7 A standing committee consisting of the president, the chairman, the chairman-elect, the vice chair of Governmental Affairs, the vice chair of Community Development, the senior vice president and the vice president of Community and Governmental Affairs shall be empowered to act for the Board of Directors when changing legislation demands quick action, ensuring that the Chamber’s intent in supporting or opposing an action is carried out. The concurrence of five of the above named individuals will be required to act on behalf of the Board of Directors.
Section 6.8 In January of each year the Board of Directors shall appoint an Evaluation Committee whose primary purpose will be to evaluate the prior year performance of the President of the Chamber. The immediate past Chair of the Board will preside and members of the committee will include the current Chair, the current Chair-Elect, and at the discretion of the Chair, up to three other past Chairs of the Board. This committee shall complete their evaluation no later than February 15th of each year.
Section 6.9 A Committee or Task Force shall remain intact until such time as its mission is accomplished, or until such time as the Board of Directors determines that the Committee or Task Force is no longer relevant to the organization’s strategic direction.
Section 7.1 The Executive Committee shall be composed of the Chairman of the Board, Chairman of the Board-Elect, President, Vice Chairmen, General Counsel, Immediate Past Chairman of the Board and all Past Chairmen of the Board who are members of the Board of Directors.
Section 7.2 Between regular meetings of the Board of Directors, the Executive Committee shall have and exercise all of the rights, powers, duties and privileges in the affairs of the Chamber, which the Board could and should exercise if the Board were in session. The Executive Committee shall have and exercise such other powers and duties as the Board of Directors shall, from time to time, prescribe, and shall report to the Board at the next regular meeting of the Board, all acts of the Executive Committee since the immediately preceding regular meeting of the Board. Unless the contractual or vested rights of third parties will be adversely affected thereby, the Board may reverse any action of the Executive Committee.
Section 7.3 A majority of the members of the Executive Committee shall constitute a quorum. The act of a majority of the members of the Executive Committee present at any meeting shall constitute the act of the committee.
Section 7.4 At the beginning of each fiscal year, the Executive Committee shall prepare and submit to the Board a budget of the general expenses of the Chamber for that year.
Section 7.5 The Executive Committee may refer matters brought before it to a proper standing committee, which it may designate or to the Board.
Section 8.1 No Committee of the Chamber, other than the Executive Committee, shall contract any debt in its behalf, which shall in any manner or to any extent, render the Chamber liable for the payment of any sum, unless the same shall have been authorized or approved by the Board of Directors or the Executive Committee.
Section 9.1 Disbursement of Chamber funds shall be made after receipt by the Vice President of Finance and Operations of a properly executed purchase order or check request, duly approved by the vice president of the originating department. All disbursement checks shall bear a facsimile of the signatures of the President and Chairman of the Board of Directors.
GENERAL MEMBERSHIP MEETINGS
Section 10.1 An Annual Meeting of the members of the Chamber shall be held in the first quarter in each year as may be fixed from time to time by the Board of Directors.
Section 10.2 At all membership meetings, fifty (50) members in good standing and entitled to vote at such meeting shall constitute a quorum.
Section 10.3 Any resolution offered at any membership meeting must be in writing, and no member shall read or offer for action any communication, report or resolution, unless it has previously had the approval of the Board of Directors, without first making a general statement of the subject matter thereof. Should any two (2) members object to its presentation, it shall be referred to any Advisory Committee of three (3), to be immediately appointed by the presiding officer. After hearing any statement of the member offering or the members objecting to its presentation, this Advisory Committee shall report the matter back to the meeting with its recommendation that the matter be presented to the meeting, or that its presentation be deferred. If the Committee recommends that its consideration be deferred, the resolution in question shall be referred to the Board of Directors, unless a majority of the members present shall vote for immediate consideration of the resolution.
Section 10.4 Written or printed notice stating the place, date, and hour of each meeting of the members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of each meeting of the members, either personally or by mail, by or at the direction of the President or the Secretary, or the officer or person calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his address as it appears on the records of the Chamber, with postage thereon prepaid.
Section 10.5 All questions of parliamentary procedure shall be decided by the presiding officer according to Roberts Rules of Order.
Section 10.6 The Chairman or the Board of Directors may call a special meeting of the membership at any time.
Section 11.1 The fiscal year of the Chamber shall commence on January 1st and end on the last day of December of each year.
NOMINATING COMMITTEE AND METHOD OF VOTING ON DIRECTORS
Section 12.1 At least twenty (20) days prior to the second Tuesday in September of each year, the Chairman shall appoint a Nominating Committee consisting of himself, the Chairman of the Board-Elect, the Immediate Past Chairman of the Board, the President, and three additional individuals who may be either past chairmen or members of the Executive Committee during the current or preceding three years; the most immediate past chairman among them serving as Chairman to nominate individuals as hereinafter provided for election to the Board of Directors.
Section 12.2 The Nominating Committee shall prepare and submit, within fourteen (14) days of its appointment, a Ticket of ten (10) candidates. Consideration shall be given to the business or profession of the candidates in an effort to have represented on the Board representatives of amusements, automotives, construction, financial, oil and gas, insurance, real estate, manufacturing, media, professional, restaurants, retail, services, transportation, wholesale, commercial banks, savings and loans, hotels and motels, convention hotels, public utilities, diversified and various other types of businesses and occupations.
Section 12.3 The Ticket, as prepared, shall be done in such manner as to assure the election by the membership each year of two (2) individuals residing in the Mobile area but having their principal place of business outside the corporate limits of the City of Mobile.
Section 12.4(a) A copy of the Nominating Committee’s report shall be presented to the membership of the organization to allow the members to nominate additional candidates for Directors by petition. Each such petition shall bear the signatures of at least twenty-five (25) qualified members in good standing of the Chamber and may nominate any number of additional candidates up to ten (10). Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated by the Nominating Committee. The determination of the Nominating Committee as to the legality of the petition shall be the final administrative determination of such question.
Section 12.4(b) If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of ten (10) candidates shall be declared and elected by the Board of Directors at their next regular Board meeting. If a legal petition shall present additional candidates the names of all candidates shall be arranged on a ballot to identify those candidates nominated by the Nominating Committee. The President shall cause this ballot to be posted in a prominent position in the Chamber office and mailed to all active members at least fifteen (15) days before the regular October Board meeting. The ballot shall be marked in accordance with the instructions printed on the ballot and returned to the chamber office within ten (10) days.
Section 12.5 Voting shall be by individual members only and only on the official ballot approved by the Board of Directors or the Executive Committee. Such vote shall be mailed or delivered by hand to the Chamber of Commerce office sealed in the official envelope provided for such purposes.
Section 12.6 No member shall cast more than one (1) ballot, and only individual members in good standing, shall be entitled to vote. To be in good standing, members must have paid all membership dues, which are then due and payable.
Section 12.7 The polls shall be open daily during office hours for six (6) days prior to the election.
Section 12.8 The two (2) candidates who receive the highest number of votes of those nominated as having their principal place of business outside the corporate limits of the City of Mobile and the eight (8) candidates who receive the highest number of votes of those nominated for the remaining eight (8) positions shall be declared to be the winners of the election and members of the Board of Directors for a period of three (3) years.
Section 12.9 The Chairman shall appoint and announce at least six (6) days in advance of the election, a committee of five (5) Judges, who shall not be members of the Board of Directors or candidates for election, and such Committee shall serve until the result has been ascertained.
Section 12.10 In the election of Directors, should a tie occur, the Committee of Judges shall cast lots and certify as elected the person or persons on whom the election falls.
Section 12.11 Members shall be limited to one (1) vote each for any one (1) candidate at any election.
VOTING BY PROXY
Section 13.1 Each member must be present in order to vote at any meeting of the members, and no member may vote by proxy.
Section 14.1 These By-Laws may be amended at any regular or special meeting of the Board of Directors by a majority vote of the entire Board, provided that notice in writing of the proposed amendment or amendments shall have been given to each Director at least five (5) days prior to the date of the meeting at which action is to be taken on the proposed amendment or amendments.
Section 15.1 Upon any dissolution or final liquidating of the corporation, any assets of the corporation which are not otherwise disposed of by the plan of dissolution or liquidation shall be delivered one-half to the City of Mobile, and one-half to the County of Mobile, with the division being made on the basis of value and by the last Board of Directors whose determination of value shall be binding on all parties in interest.
LIMITATION OF METHODS
Section 16.1 The Mobile Area 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 17.1 Any Director or Officer or former Director or Officer of the Corporation or any person who may have served, after being duly elected or duly appointed as a Director or Officer of another corporation, whether for profit or not for profit, is
indemnified against liability and expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such Director or Officer, except in relation to matters as to which he shall be adjudged in action, suit or proceeding to be liable for willful misconduct in the performance of duty; but such indemnification shall not be exclusive of any other rights to which such Director or Officer may be entitled by any By-Law, agreement, vote of Board of Directors or members, or otherwise.
Section 17.2 The Chamber shall at all times carry a blanket fidelity bond covering all employees with a limit of insurance per occurrence of not less than $250,000.
CONDUCT OF MEETINGS
Section 18.1 All meetings shall be conducted in accordance with the partisan procedures, as contained in Roberts Rules of Order and shall be decided by the presiding Officer.
Section 18.2 Notification of meetings or actions may be accomplished by U.S. Mail, phone, fax, e-mail or other electronic means, and must comply with time or other restrictions as stated in these Bylaws.
Section 18.3 These Bylaws expressly authorize the use of U.S. Mail, phone, fax or e-mail to conduct roll-call votes, provided the deliberative process leading to an informed vote has not been circumvented.