Chamber Bylaws | Crescent Chamber

Crescent Chamber of Commerce By-Laws

Article I

Name and Purpose

General Section 1: Name

This organization is incorporated under the laws of the state of Oklahoma and shall be known as the Crescent Area Chamber of Commerce, Incorporated also known as The Crescent Area Chamber of Commerce.

General Section 2: Purposes

The Crescent Area Chamber of Commerce is organized to advance the general welfare and prosperity of the Crescent area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, and educational interests of the area.

Article II

Membership

Section 1: Eligibility

Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership.

Section 2: Election (how an application is made, received, and approved)

Applications for membership shall be in writing on forms provided electronically for that purpose and e;ectronically signed by the applicant. Any applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.

Section 3: Investments

Membership investments shall be at such rates, schedule, or formula as may be from time to time prescribed by the board of directors, payable in advance.

Section 4: Termination (resignation, expulsion, and delinquency)

(1)Any member may resign from the chamber upon written request to the board of directors; (2) any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause; (3) and 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 aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.

Section 5: Voting

In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast 1 vote.

Section 6: Exercise of Privileges (assignment of membership and any limitations)

Any ﬁrm, association, corporation, partnership, or estate-holding membership may nominate individuals whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its nomination upon written notice.

Section 7: Orientation (indicate areas of complete orientation and ensure that detailed outlines of each group are part of the procedures manual.)

At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new ofﬁcers and directors and current ofﬁcers and directors, committee chair, committees, and new members. A detailed outline for each of these groups shall be a part of the organization’s procedures manual or orientation handbook if applicable.

Article III

Meetings

Section 1: Annual Meeting

The time and place of the annual meeting of the Crescent Chamber of Commerce shall be ﬁxed by the board of directors and notice thereof via electronic notification to each member at least 10 days before said meeting.

Section 2: Additional Meetings (general membership, board, and committee meetings)

General meetings of the chamber may be called by the President at any time, or upon petition in writing of any 20 members in good standing.

Notice of special meetings shall be done via electronic notification to each member at least 5 days prior to such meetings;
Board meetings may be called by the President (or in their absence by the Vice President) or by the board of directors upon application of 3 members of the board. Notice, including the purpose of the meetings, shall be given to each director at least 1 day prior to said meeting;
Committee meetings may be called at any time by the President, respective department vice president, or by the committee’s chair.

Section 3: Quorums

At a board meeting, a majority of directors present shall constitute a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than 9 members. In that case, 5 shall constitute a quorum.

Article IV

Board of Directors

Section 1: Composition of the Board

The board of directors shall be composed of no less than 7 members and no more than 12 members, 2 or 3 of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualiﬁed. The incoming president of the board may appoint, subject to the approval of the board from 3 to 5 members to the board to serve one-year terms (not to exceed 12 total members). (Beginning the 2024 term, seats 1-4 will be a 3 year term; seats 5-8 will be a 2 year term; and seats 9-12 will be a 1 year term. Henceforth after, all seats will be a 3 year term. Any partial term [not the full 3 years] will not count towards the 2 term limit.) The past president and the executive director (if applicable) shall serve as members of the board. New board members replacing a board member who resigns will complete the term originally elected for. The board of directors shall have the power to fill all vacancies on the Board. The board of directors may adopt rules for conducting the business of the chamber. They shall meet a minimum of 10 times a year, at such time as will be determined by them.

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 2: Selection and Election of Directors

On or before the 1st Thursday in the month of November, Chamber membership will be notified of Board Member vacancies. Nominations for board positions shall be due no later than the 15th day of November. The board of directors shall compile a list of potential directors. Each person nominated for the Board of Director seats will be notified and must agree before their name will appear on the ballot. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No board member who has served two consecutive 3-year terms is eligible for election for a third term. A period of 1 year must elapse before eligibility is restored.
Public Notice of Nominations:
Upon receipt of all board seat nominations, the current board president shall immediately notify the membership electronically of the names of persons nominated as candidates for directors.
Determination:
Instructions will be to vote for (number of vacancies) candidates only. The president shall electronically share this ballot to all active members at least 15 days before the regular December board meeting. The ballots shall be marked in accordance with instructions typed on the ballot and returned to the chamber ofﬁce or returned electronically within 10 days. The board of directors shall at its regular December board meeting declare the (number) candidates with the greatest number of votes elected.

Section 4: Vacancies
A member of the board of directors who shall be absent from 3 consecutive regular meetings of the board of directors shall automatically be dropped from membership on the board unless conﬁned by illness or other absence approved by a majority vote of those voting at any meeting thereof.

Vacancies on the board, or among the ofﬁcers, shall be ﬁlled by the board by a majority vote.

Section 5: Policy (statements of position on issues)

The board of directors is responsible for establishing procedure and formulating policy for the organization if applicable. It is also responsible for adopting all policies of the organization if applicable. These policies shall be maintained in a policy manual to be reviewed annually and revised as necessary if applicable.

Section 6: Management

The board of directors has the right to employ an Executive Director and shall ﬁx the salary and other considerations of employment.

Section 7: Indemniﬁcation

The chamber may, by resolution of the board of directors, provide for indemniﬁcation by the chamber of any and all current or former ofﬁcers, directors, and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which any of them are made parties, or a party, by reason of having been ofﬁcers, directors, and 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 to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

Article V

Officers

Section 1: Determination of Officers

Before the 15th day of January, the newly constituted Board of Directors shall elect a president, vice-president, treasurer, and secretary, who shall serve for a period of one (1) year from the members of the Board of Directors.

Section 2: Duties of Officers

President: the president shall preside at all membership meetings of the Chamber and of the Board of Directors and perform all duties incident to this office. The President shall with advice and counsel of the vice president and the executive director, determine all committees, select all committee chairs, assist in the selection of committee personnel, subject to the approval of the board of directors.
Vice-President: The vice-president shall exercise the powers and authority and perform the duties of the president in the absence or disability of the president. The vice-president shall also serve as head of the Program of Work Committee of the chamber if applicable. As such, the vice-president and the committee will be responsible for determining that the program activities of the chamber are of such duration as is required, at all times being alert to ensure that the activities of the chamber are directed toward achieving business and community needs in the area served by the chamber.
The Secretary: shall take minutes at all regularly scheduled and specially called Board of Directors meetings. Minutes of the meetings will be used as a permanent record when approved by the Board of Directors.
The 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. Checks are to be signed by the treasurer, president or vice-president of the board, or by the Executive Director if applicable. The treasurer shall cause a monthly ﬁnancial report to be made to the board.
The Executive Director: If the board of directors deems it necessary to hire an executive director, the executive director shall be the chief administrative and executive officer. The executive director of the chamber shall conduct the official correspondence, preserve all books, documents, and communications, and keep books of accounts of the Chamber. The executive director is authorized to make disbursements for recurring expenses for the chamber for amounts three hundred dollars and under, not to exceed fifteen hundred dollars in one month. The Executive director shall be reviewed annually. Before the last day of January, the board of directors shall review performance (with compensation terms) and retain or employ a new Executive director.

The executive director shall serve as secretary to the board of directors and prepare notices, agendas, and minutes of board meetings. The executive director shall serve as adviser to the president of the board and Program of Work Committee on program planning and shall assemble information and data and prepare 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 other committees.

With assistance of the vice president, 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 if applicable.

With the cooperation of the Program of Work Committee and the Budget Committee, the executive director shall be responsible for the preparation of an 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 with approved budget allocations.

(The Executive Director and other salaried employees shall be furnished with an adequate surety bond as required and approved by the board of directors.)

Section 3: Indemnification
The chamber may, by resolution of the board of directors, provide for indemniﬁcation by the chamber any of its ofﬁcers or former ofﬁcers as spelled out in Article IV, Section 7 of these bylaws.

Article VI

Committees

Section 1: Appointment and Authority

The president of the board or the Executive Director (if applicable), by and with the approval of the board of directors, shall appoint all committees and committee chairs. The president or the executive director if applicable may appoint such ad hoc committees and their chair as deemed necessary to carry out the program of the chamber. Committee appointments shall be at the will and pleasure of the president or the executive director and shall serve concurrently with the term of the appointing president or the executive director, unless a different term is approved by the board of directors.

It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the board of directors, and carry out 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 has been approved or ratiﬁed by the board of directors.

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 chair or, in their absence, the individuals they designate as being familiar enough with the issue to give testimony, or make presentations before civic and governmental agencies.

Section 4: Division

The board of directors may create such divisions, bureaus, departments, councils, or subsidiary corporations it deems advisable to handle the work of the chamber.

The board shall authorize and deﬁne the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the chamber unless approved by the board of directors.

Article VII

Finances

Section 1: Fiscal Year

The ﬁscal year of the chamber shall close on December 31 of each year.

Section 2: Annual Audit

The accounts of the chamber of commerce shall be audited annually as of the close of business on January 31 by a public accountant. The audit shall at all times be available to members of the organization within the ofﬁces of the chamber.

Section 3: 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.

Article VIII

Dissolution

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)(3).

Article IX

Parliamentary Procedure

Section 1: Parliamentary Authority

The current edition of Robert’s Rules of Order shall be the ﬁnal source of authority on all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.

Article X

Amendments

Section 1: Revisions

These bylaws may be amended or altered by a two-thirds vote of the board of directors or by a majority of the members at any regular or special meetings, provided that notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the board or the members in writing at least 10 days in advance of the meeting at which they are to be acted upon.

Adopted: 9/28/1961 Amended: 11/6/2023