Arab American Chamber of Commerce of=
By-Laws
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Friday, February 16, 2007
Arab American Chamber of Commerce =
of
Table of Index
Section
4: Limitation of Methods
Section
6: Exercise of Privileges
Section
8: Honorary Membership
Section
2. Additional Meetings
Section
4: Notices, Agenda, Minutes
Section
1: Composition of the Board
Section
2: Selection and Election of Directors.
Section
3: Seating of New Directors
Section
1: Determination of Officers
Section
3: Executive Committee
Section
1: Appointment and Authority
Section
2: Limitation of Authority
This organization is incorporated under the laws of t=
he
State of
The Arab American Chamber =
of
Commerce of Washington State is organized to achieve the objectives of: 1)
Preserving the competitive enterprise system of business by: creating a bet=
ter
understanding and appreciation of the importance of business people and a
concern for their problems; educating the business community and representi=
ng
them in city, county, state and national legislative and political affairs;
preventing or addressing controversies which are detrimental to expansion a=
nd
growth of business and the community if they arise; creating a greater
appreciation of the value of a more liberal investment of substance and sel=
f on
behalf of the interests of competitive business; 2) Promoting business and
community growth and development by: promoting economic programs designed to
strengthen and expand the income potential of all business within the trade
area; promoting programs of civic, social and cultural nature which are
designed to increase the functional and aesthetic values of the community; =
and
discovering and correcting abuses which prevent the promotion of business
expansion and community growth.
The Arab American Chamber =
of
Commerce of Washington State is organized to advance the general welfare and
prosperity of the vicinities of
The economic region shall =
mean
to include the communities of local areas in the
The Arab American Chamber of Commerce of Washington S=
tate 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. =
Any person, associati=
on,
corporation, partnership or estate having an interest in the objectives of =
the
organization shall be eligible to apply for membership.
Section 2: Election (How applicat=
ion is
made, received, approved.)
Applications for memb=
ership
shall be in writing, on forms provided for that purpose, and signed by the
applicant. Election of members shall be by the Board of Directors at any
meeting thereof. Any applicant so elected shall become a member upon paymen=
t of
the regularly scheduled investment as provided in Section 3 of Article II. =
Membership investments
shall be at such rate or 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.)
a) Any member may res=
ign
from the chamber upon written request to the Board of Directors; b) Any mem=
ber
shall be expelled by the Board of Directors by a two-thirds vote for nonpay=
ment
of dues after ninety (90) days from the date due, unless otherwise extended=
for
good cause; 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 the member complained against.
In any proceeding in =
which
voting by members is called for, each member person shall be entitled to one
vote, and each member firm, association or corporation shall be entitled to=
a
number of votes determined by the amount of investment paid, not to exceed =
ten
(12) votes.
Section 6: Exercise of Pr=
ivileges (Assignment of
membership within subscription and any limitations.)
Any firm, association,
corporation, partnership, or estate holding membership may nominate individ=
uals
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 7: Orientation (Indicate are=
as of
complete orientation. Make certain that detailed outlines of each group are
part of the chamber's 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, current
officers and directors, committee chairmen, committees and new members. A
detailed outline for orientation of each of these groups shall be a part of
this organization's procedures manual (or orientation handbook).
Distinction in public
affairs shall confer eligibility to honorary membership. Honorary members s=
hall
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.
The annual meeting of= the corporation, in compliance with State law, shall be held during (month) of = each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting. <= o:p>
Section 2. Additional Mee=
tings (General memb=
ership,
Board and committee meetings.)
General meetings of t=
he
chamber may be called by the Chairman of the Board at any time, or upon
petition in writing of any (number or % members in good standing: a) Notice=
of
special meetings shall be mailed to each member at least five (5) days prio=
r to
such meetings; b) Board meetings may be called by the Chairman of the Board=
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; c) Committee meetings may be ca=
lled
at any time by the Chairman of the Board, respective department Vice Chairm=
en,
or by the committee's chairman.
At any duly called ge=
neral
meeting of the chamber, (number or % of) members shall constitute a quorum;=
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 nine (9) members. In that case, five (5) sh=
all
constitute a quorum.
Written notice of all
chamber meetings must be given at least seven days in advance unless otherw=
ise
stated. An advance agenda and minutes must be prepared for all meetings. A
detailed outline for preparation of both shall be a part of this organizati=
on's
procedures manual.
The Board of Directors
shall be composed of (number) 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 incoming Chairman of the Board may appoint, subject to =
the
approval of the Board from (3) to (6) members to the Board to serve one year
terms. The Past Chairman and the President shall serve as members of the Bo=
ard.
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 finance=
s,
and direct its affairs.
Section 2: Selection and =
Election
of Directors (See last page for sample timetable.)
A.
Nominating Committee. =
At the regular (month) Board meeting, the Chairman of=
the
Board shall appoint, subject to approval by the Board of Directors, a
Nominating Committee of (number) members of the Chamber. The Chairman of the
Board shall designate the chairman of the committee.
Prior to (date), the
Nominating Committee shall present to the President a slate of (number of v=
acancies)
candidates to serve 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 Boa=
rd
member who has served two consecutive three-year terms is eligible for elec=
tion
for a third term. A period of one (1) year must elapse before eligibility is
restored.
B.
Publicity of Nominations. =
Upon receipt of the report of the Nominating Committe=
e, the
President shall immediately notify the membership by mail of the names of
persons nominated as candidates for directors and the right of petition.
C.
Nominations by Petition. <=
/b>Additional names of candidates for directors can be
nominated by petition bearing the genuine signatures of at least (number)
qualified 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.
D.
Determination. If no petition is filed within the designated period,=
the
nominations shall be closed and the nominated slate of (number of vacancies)
candidates shall be declared elected by the Board of Directors at their reg=
ular
(month) Board meeting.
If a legal petition s=
hall
present additional candidates, the names of all candidates shall be arrange=
d on
a ballot in alphabetical order. Instructions will be to vote for (number of
vacancies) candidates only. The President shall mail this ballot to all act=
ive
members at least 15 days before the regular (month) Board meeting.
The ballots shall be =
marked
in accordance with instructions printed on the ballot and returned to the
chamber office within ten days. The Board of Directors shall at its regular
(month) Board meeting declare the (number) candidates with the greatest num=
ber
of votes elected.
E.
Judges. The Chairman of the Board shall appoint, subject to t=
he
approval of the Board of Directors, at least three (3), but not more than f=
ive
(5), judges who are not members of the Board of Directors or candidates for
election. One will be designated chairman. Such judges shall have complete
supervision of the election, including the auditing of the ballots. They sh=
all
report the results of the election to the Board of Directors.
All newly-elected and
appointed Board members shall be seated at the regular (month) Board meeting
and shall be participating members thereafter. Retiring directors shall
continue to serve until the end of the program year.
A member of the Board=
of
Directors who shall be absent from three (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 vo=
te
of those voting at any meeting thereof.
Vacancies on the Boar=
d of
Directors, or among the officers, shall be filled by the Board of Directors=
by
a majority vote.
Section 5: Policy<=
/a> (Statements of
position on issues.)
The Board of Director=
s is
responsible for establishing procedure and formulating policy of the
organization. It is also responsible for adopting all policies of the
organization. These policies shall be maintained in a policy manual, to be
reviewed annually and revised as necessary.
The Board of Directors
shall employ a President and shall fix the salary and other considerations =
of
employment.
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 wi=
th
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 liab=
le
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.
The Board of Directors (ne=
w and
retiring) at its regular (month) meeting, shall reorganize for the coming y=
ear.
The Nominating Committee for Directors shall also nominate officers each ye=
ar.
At this meeting, the Board shall elect the Chairman of the Board,
Chairman-elect, as many Vice Chairmen as is deemed necessary to conduct the
activities of the chamber, and the Treasurer. Officers will be elected from
members of the new Board. All officers shall take office on the first day of
the new fiscal year and serve for a term of one (1) year or until their
successors assume the duties of office. They shall be voting members of the
Board of Directors.
A.
Chairman of the Board. The Chairman 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 Chairman of the B=
oard
shall, with the advice and counsel of the President, assign Vice Chairmen to
divisional or departmental responsibility, subject to Board of Directors
approval.
The Chairman of the B=
oard
shall, with advice and counsel of Vice Chairmen and the President, determine
all committees, select all committee chairmen, assist in the selection of
committee personnel, subject to approval of the Board of Directors.
B.
Chairman-elect. The Chairman-elect shall exercise the powers and auth=
ority
and perform the duties of the Chairman in the absence or disability of the
Chairman. The Chairman-elect shall also serve as head of the Program of Work
Committee of the chamber. As such, the Chairman-elect and 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 assure that the
activities of the chamber are directed toward achieving business and commun=
ity
needs in the area served by the chamber.
C.
Vice Chairmen. The duties of the Vice Chairmen shall be such as their
titles by general usage would indicate, and such as required by law, as wel=
l as
those that may be assigned by the Chairman and Board of Directors. They will
also have under their immediate jurisdiction all committees pertaining to t=
heir
general duties.
D.
Treasurer. The Treasurer shall be responsible for the safeguardi=
ng of
all funds received by the chamber and for their proper disbursement. Such f=
unds
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
and the President, or, in the absence of either or both, by any two officer=
s.
The Treasurer shall cause a monthly financial report to be made to the Boar=
d.
E.
President. The President shall be the chief administrative and e=
xecutive
officer. The President shall serve as secretary to the Board of Directors, =
and
cause to be prepared notices, agendas and minutes of meetings of the Board.=
The President shall s=
erve
as advisor to the Chairman of the Board and Program of Work Committee 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 President shall b=
e a
member of the Board of Directors, the Executive Committee and all committee=
s.
With assistance of the
divisional Vice Chairmen, the President shall be responsible for administra=
tion
of the program of work in accordance with the policies and regulations of t=
he
Board of Directors.
The President shall be
responsible for hiring, discharging, directing and supervising all employee=
s.
With the cooperation =
of the
Program of Work Committee and Budget Committee, the President shall be
responsible for the preparation of an operating budget covering all activit=
ies
of the chamber, subject to approval of the Board of Directors. The President
shall also be responsible for all expenditures with approved budget
allocations.
The Executive Committ=
ee
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 Chairman of the Board, Past Chairman, Chairman-elect, Vice
Chairmen, Treasurer and the President. The Chairman of the Board will serve=
as
chairman of the Executive Committee.
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 7 of these bylaws.
The Chairman of the B=
oard,
by and with the approval of the Board of Directors, shall appoint all
committees and committee chairmen. The Chairman of the Board may appoint su=
ch
ad hoc committees and their chairmen as deemed necessary to carry out the
program of the chamber. Committee appointments shall be at the will and
pleasure of the Chairman of the Board and shall serve concurrent with the t=
erm
of the appointing Chairman of the Board, unless a different term is approve=
d by
the Board of Directors.
It shall be the funct=
ion of
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.
No action by any memb=
er,
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 Chairman 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.
Once committee action=
has
been approved by the Board of Directors, it shall be incumbent upon the
committee chairmen or, in their absence, whom they designate as being famil=
iar
enough with the issue, to give testimony to, or make presentations before,
civic and governmental agencies.
The Board of Director=
s may
create such divisions, bureaus, departments, councils, or subsidiary
corporations as it deems advisable to handle the work of the chamber.
The Board shall autho=
rize
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.
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.
Upon approval of the
budget, the President is authorized to make disbursements on accounts and
expenses provided for in the budget without additional approval of the Boar=
d of
Directors. Disbursement shall be by check.
The fiscal year of the
chamber shall close on (date).
As soon as possible a=
fter
election of the new Board of Directors and officers, the Executive Committee
(or Budget Committee if preferred) shall adopt the budget for the coming ye=
ar
and submit it to the Board of Directors for approval.
The accounts of the c=
hamber
of commerce shall be audited annually as of the close of business on (date
ending fiscal year) by a public accountant. The audit shall at all times be
available to members of the organization within the offices of the chamber.=
The President 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.
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The chamber shall use=
its
funds only to accomplish the objectives and purposes specified in these byl=
aws,
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).
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The current edition of
Roberts Rules of Order shall be the final source of authority in all questi=
ons
of parliamentary procedures when such rules are not inconsistent with the
charter or bylaws of the chamber.
These bylaws may be amende=
d or
altered by a two-thirds (2/3) vote of the Board of Directors, or by a major=
ity
of the members at any regular or special meeting, providing the 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 l=
east
ten (10) days in advance of the meeting at which they are to be acted upon.=
Adopted:
(date)
Amended: =
Friday, February 16, 2007
(date)
(date)
A=
TIME
SCHEDULE
F=
OR
SINGLE SLATE ELECTION
A=
ND
ORIENTATION OF OFFICERS AND DIRECTORS
This time schedule is desi=
gned
for an organization with a fiscal year beginning in January and concluding =
in
December. Adapt the timing to your organization's require requirements
If your chamber prefers a
"double slate" election procedure, use the same procedure and time
schedule and substitute "one candidate per vacancy" with "two
candidates per vacancy."
|
Lead
Time |
Month
Prior to New
Board Taking Office |
Action
to Take |
|
5 months |
August |
Chairman of the Board appoints Nominating Committee=
with
Board's approval at regularly scheduled Board meeting. (Article IV, Secti=
on 2
A). |
|
4 months |
September |
Nominating Committee presents (single slate) to
Directors. (Article IV, Section 2A) Immediate notice of slate =
is
given to the membership and right of petition explained. Petitions must be
received within ten (10) days of notice. (Article IV, Section 2 B and C).=
|
|
3 months |
October |
Election of Directors at regularly scheduled Board
meeting. (Article IV, Section 2 D). |
|
2 months |
November |
Election of Officers at regularly scheduled Board
meeting. Combination of old and new Board). (Article IV, Section 3 and
Article V, Section 1). |
|
1 month |
December |
Orientation of new officers and Directors; plan new
program of work; appointment and orientation of new committee chairmen,
committee members and other action groups; and plan budget. |
|
|
January |
New officers and Board of Directors take office.
Committees and other action groups begin work |
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