CHAGRIN VALLEY CHAMBER OF COMMERCE, INCORPORATED
BYLAWS
ARTICLE I GENERAL
Section 1: Name
This Chamber of Commerce is incorporated under the laws of the State of Ohio and shall be known as the Chagrin Valley Chamber of Commerce, Incorporated, hereinafter referred to as the Chamber.
Section 2: Purpose
The Chamber is organized to advance the general welfare and prosperity of the Chagrin Valley so that commercial, cultural, industrial, and educational interests of the area are enhanced.
Section 3. Definition of Chagrin Valley
The Chagrin Valley includes the communities of Auburn, Bainbridge, Bentleyville, Chagrin Falls, Gates Mills, Hunting Valley, Moreland Hills, Newbury, Orange, Pepper Pike, Russell, South Russell, and Woodmere.
Section 4. Compliance
The Chamber shall observe all local, state, and federal laws that apply to a nonprofit organization as defined in Section 501 (c) (6) of the Internal Revenue Code.
ARTICLE II MEMBERSHIP
Section 1. Eligibility
A person or an organization that desires to further the purpose of the Chamber may apply for membership on forms provided.
Section 2. Membership Categories
A. Regular Membership
1. Individual –a person who agrees to abide by the bylaws of the Chamber.
2. Entity –a business, corporation, association, partnership, or governmental organization that agrees to abide by the bylaws of the Chamber.
B. Associate Member –an employee or member of an Entity member.
C. Honorary –the Board of Directors confers this category by a majority vote on individuals who are distinguished in public affairs or wo have render exceptional service or assistance to the Chamber. The length of and qualifications for this membership shall be determined by the Board of Director.
Section 3 Application Process
Applications for membership shall be in writing on forms provided and shall be signed by the applicant. The Board of Directors at any meeting may accept by a majority vote an individual or entity for membership in the Chamber. An accepted applicant shall become a member upon payment of all
applicable dues and fees. Honorary membership shall be conferred by a majority vote of the Board of Directors.
Section 4. Rights of Membership
A. BASIC RIGHTS of Membership –The Basic Rights of Membership are as follows: to be notified and to attend meetings, to offer motions, to speak in debate, to vote, to hold elected offices and chairmanships and any other rights given in these bylaws.
B. Regular Members shall have the Basic Rights of Membership.
C. A Regular Entity shall designate an individual to exercise the rights covered by its subscription. The Entity may change the individual designated upon written notice.
D. Associate Members shall have the right to attend meetings and events of the Chamber and such other rights as awarded by the Board of Directors.
E. Honorary Members shall have the right to attend meetings and events of the Chamber and such other rights as awarded by the Board of Directors.
Section 5. Dues
Membership dues and fees shall be set by the Board of Directors and shall be payable in advance of a date established by the Board of Directors. Dues and fees shall be codified in the Rules and Regulations.
Section 6. Termination of Membership
A. A member may resign from the Chamber upon written notification to the Board of Directors.
B. A member may be suspended by the Board of Directors by a two-thirds vote for nonpayment of dues after ninety (90) calendar days from the due date unless otherwise extended for good cause.
C. A member may be suspended or expelled by a two-thirds vote of the Board of Directors at a meeting for one or more of the following: conduct unbecoming a member, acts inconsistent with the Chamber’s purpose, acts prejudicial to the aims or repute of the Chamber, or violation of the bylaws. Notice and an opportunity for a hearing shall be afforded to the member complained against. The due process procedures described in Robert Rules of Order Newly Revised shall be followed.
Section 7. Voting
In any proceeding requiring a vote by members, each Regular Member in good standing shall be entitled to one (1) vote. Proxy voting shall not be permitted.
Section 8. Good Standing
Good standing shall mean that the member has paid all current dues and fees and is not subject to any disciplinary action by the Chamber.
Section 9. Orientation
At regular intervals, orientation on the purpose and activities of this Chamber shall be conducted for the following groups: new officers and directors, current officers and directors, committee chairs, current and new committee members. An outline for the orientation of these groups shall be a part of the Rules and Regulations.
ARTICLE III OFFICERS
Section 1. Types
The officers of the Chamber shall be a President, a President-Elect, a Vice President, a Secretary, a Treasurer, and the Immediate Past President.
Section 2. Qualifications
A. Only voting members of the Chamber, in good standing, shall be officers.
B. No officer shall serve as one (1) of the twelve (12) elected directors during his or her term of office.
C. The Immediate Past President shall be the officer who served a full term as President immediately before the election of the officers in December. A “full term” shall mean that the officer served more than six (6) months as President.
Section 3. Nomination and Election of Officers
A. The newly elected Board of Directors shall be seated during the regular meeting scheduled for December and shall elect its officers for the coming calendar year. The Nominating Committee used to nominate Board members shall at the December meeting of the Board nominate one (1) candidate for each office. The Board shall elect the officers from the voting members of the Board that will start its term on January 1.
B. Immediately after the report of the Nominating Committee, nominations may be taken from the floor.
C. The outgoing President shall declare the President-Elect to be the President for the upcoming term.
D. The election of the President-Elect, Vice-President, Secretary, and Treasurer, shall be by ballot unless there is but one (1) candidate for an office and that office may be elected by voice vote. A majority vote shall elect.
Section 4. Term of Office
A. Officers shall be elected for a term of one (1) year or until their successor are elected and assume office. Officers shall take office on the first day of the calendar year following their election.
B. No member shall hold more than one (1) elected office simultaneously.
C. The officer year shall be from January 1 to December 31 or until new officers are elected and assume their duties.
Section 5. Duties of Officers
A. President
1. Shall serve as the Chief Executive Officer of the Chamber and shall preside at meetings of the membership, Board of Directors, and Executive Committee.
2. Shall in consultation with the Vice-President and the Executive Director appoint the chair and members of committees, except the Nominating Committee, subject to the approval of the Board of Directors and other provisions of these bylaws.
3. Shall have general supervision of the Chamber, its officers, and directors and shall serve ex officio a member of all committees.
4. Shall fulfill such other duties as provided in these bylaws, other rules of this Chamber, Robert’s Rules of Order Newly Revised, and as assigned by the Board of Directors.
B. President-Elect
1. Shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. Upon the death, resignation, permanent disability, disqualification, or removal of the President, the President-Elect shall automatically become the President for the duration of the unexpired term.
2. Shall serve as the Chair of the Long Range Planning Committee. This committee shall determine if the programs and activities of the Chamber are of such duration as required and are directed towards achieving business and community needs in the Chagrin Valley.
3. The President-Elect shall not appoint or serve on the Nominating Committee.
4. Shall have such other duties as provided in these bylaws, other rules of the Chamber, Robert’ Rules of Order Newly Revised, and as assigned by the President and by the Board of Directors.
C. Vice-President
1. Shall supervise the operations of the committees and report to the President.
2. Shall have such other duties as provided in these bylaws, other rules of the Chamber, Robert’ Rules of Order Newly Revised, and as assigned by the President and by the Board of Directors.
D. Secretary
1. Shall take and maintain the minutes of meetings of the Board of Directors, the Executive Committee, and the membership.
2. Shall be the custodian of all records and documents of the Chamber.
3. Shall serve such notices and conduct such correspondence as directed by the President, the Board of Directors, or the Executive Committee.
4. Shall have such other duties as provided in these bylaws, other rules of the Chamber, Robert’ Rules of Order Newly Revised, and as assigned by the President and by the Board of Directors.
E. Treasurer
1. Shall receive, deposit, and distribute the funds of the Chamber. Funds shall be deposited in financial institutions or invested in a manner approved by a majority vote of the Board of Directors.
2. Upon presentation of a voucher, the Treasurer shall pay bills and make such other disbursements as authorized by the Board of Directors
3. Shall follow such accounting procedures and issue financial reports as required in IRS regulations, by the State of Ohio, by these bylaws, or by the Board of Directors.
4. Shall provide the Board of Directors with a monthly financial report.
5. Shall be a Certified Public Accountant or have a minimum of five years of bookkeeping experience.
6. Shall have such other duties as provided in these bylaws, other rules of the Chamber, Robert’ Rules of Order Newly Revised, and as assigned by the President and by the Board of Directors.
F. Immediate Past President
1. Shall have such other duties as provided in these bylaws, other rules of the Chamber, Robert’ Rules of Order Newly Revised, and as assigned by the President and by the Board of Directors.
G. Retiring officers shall deliver to their successors the materials pertaining to their respective offices within ten (10) days of their last day in office.
Section 6. Vacancies
A. A vacancy in the office of President shall be filled by the President-Elect for the unexpired term of the President.
B. A vacancy in any other officer position shall be filled by a majority vote of the Board of Directors for the unexpired term.
C. A vacancy in the office of Immediate Past President shall not be filled.
D. A “full-term” shall mean that the person has served for more than six (6) months. If the President-Elect fills the vacancy in the office of President for a full term, he or she shall become the Immediate Past President upon completion of that term. If he President-Elect fills the vacancy in the office of President for less than a full term, he or she shall become President upon completion of that term.
ARTICLE IV MEETINGS
Section 1. Membership Meeting
A. The Annual Meeting of the Chamber, in compliance with State Law, shall be held during the first quarter of each year. The Board of Directors shall determine the date, time, and locations and notice shall be given using authorized communication equipment to each member of the Chamber at least ten (10) calendar days in advance of the meeting.
B. Authorized Communication Equipment. Any written notice, report, finding, comment, or information, and any vote these bylaws authorize to be held outside of a meeting may be sent or taken by Authorized Communication Equipment as defined in the Ohio Revised Code, Section 1702.01 Q: “any communications equipment that provides a transmission, including, but not limited to, by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or director involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other.”
C. Special Meetings
1. Special Meetings of the Chamber may be called by the President and shall be called upon petition in writing by fifteen (15) Chamber members in good standing. The President with the consent of the Board of Directors shall determine the date, time, and location of the Special Meeting.
2. Notice of Special Meetings shall be given by authorized communication equipment to all members of the Chamber at least five (5) calendar days in advance of the meeting. The purpose of the meeting shall be given in the notice and no business other than what is in the notice shall be conducted.
Section 2. Board and Executive Committee Meetings
A. Annual and Regular Meetings. The Board of Directors shall hold its Annual Meeting in December for the purposes of electing the officers, confirming appointments and conducting such other business as is necessary and appropriate. Regular Meetings of the Board of Directors shall be held monthly. The Board of Directors shall establish the time and dates of the regular meetings. Notice shall be given to every director by authorized communication equipment, shall include a purposed agenda and the minutes of the previous meeting, and shall be given to directors at least three (3) calendar days in advance of the meeting. The Executive Committee shall meet at least quarterly and shall set the time, date, and location of its regular meetings by majority vote of the Executive Committee.
B. Special meetings of the Board of Directors and the Executive Committee may be called by the President and shall be called upon presentation of a written petition signed by at least 50% of the members of the Board or the Executive Committee. Only business announced in the call of the special meeting may be conducted.
C. Action Without a Meeting
1. Section 1702.25 of the Ohio Revised Code states that any action that may be authorized or taken at a meeting of the directors may be authorized or taken without a meeting so long as all of the voting directors give an affirmative approval in writing to take such action
outside of a meeting. Any such approval shall be filed with and entered upon the records of the corporation.
2. For the purpose of these bylaws, when an urgent or necessary piece of business demands immediate action and an in-person meeting of the Board of Directors or the Executive Committee is not possible or practical, this action can be taken at an electronic meeting or by a single-issue ballot using authorized communication equipment so long as all voting directors have agreed in writing to this procedure. The approval of such urgent or necessary business shall be by majority vote or whatever vote is required and the results shall be reported in the minutes of the next meeting of the Board.
D. Voting. Only voting members of the Board of Directors may propose motions. Voting on issues requiring a majority shall be by voice unless two (2) or more voting members request another form of voting prior to the taking of the vote. There shall be no voting by proxy. Each voting Board member shall have only one (1) vote.
Section 3. Committee Meetings
Committee meeting may be called by the President or by the Chair of the committee. Notice shall be given by authorized communication equipment to every member of the committee. Committees may meet face-to-face or by authorized communication equipment. Committees shall maintain minutes their meetings and file them with the Executive Director.
Section 4. Quorum
A. A quorum for the Annual Meeting and other meetings of the Chamber shall be fifteen-percent (15%) of the voting members in good standing. There shall be no proxy representation.
B. A quorum for the Board of Directors and the Executive Committee shall be fifty-percent (50%) of the current voting members of the Board or the Executive Committee.
C. A quorum for a committee meeting shall be fifty-percent (50%) of the current voting members of the committee.
ARTICLE V BOARD OF DIRECTORS
Section 1. Composition
A. The Board of Directors shall have twelve (12) elected directors, one (1) non-voting member, and six (6) officers for a total of nineteen (19) members.
B. There shall be twelve (12) Elected Directors serving staggered three (3) year terms, so that four (4) of these directors shall be elected each year.
C. The Officers shall be members of the Board but shall not serve as one (1) of the twelve (12) elected directors during term of office.
D. The Executive Director shall be a nonvoting member of the Board.
Section 2. Voting Members
A. The following directors shall have a vote: the twelve (12) elected directors and six (6) officers.
B. The Executive Director shall not have a vote and shall not be counted in the quorum for the meeting.
Section 3. Power, Authority, and Manner of Acting
A. The Board of Directors shall be the governing body of the Chamber and shall control its property, be responsible for its finances, and direct its affairs.
B. The act of a majority of the members present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board.
C. Individual Directors shall have no power or authority to act outside of a meeting unless specifically authorized to do so by resolution of the Board.
Section 4. Nomination and Election of Directors
A. Elected Directors
a. At its meeting in July, the President subject to the approval of the Board of Directors shall appoint a Nominating Committee consisting of one (1) current Board member except the President or the President-Elect, two (2) past presidents, and two (2) members of the Chamber in good standing. The Committee shall elect its Chair.
b. By September 15, the Nominating Committee shall provide the Executive Director with a slate of four (4) candidates for the three Elected Director positions that will expire that year. All candidates shall be members of the Chamber in good standing and shall have submitted a written statement that they agree to be nominated and will serve if elected. Other qualifications for Elected Directors shall be given in these bylaws and the Rules and Regulations.
c. The Executive Director shall immediately communicate the names of the candidates nominated to the Chamber members by authorized communication equipment. Included in this communication shall be information on how a member can be nominated through the petition process described in the Rules and Regulations.
d. If no member submits a valid petition within the designated period, the slate for the election shall be the one submitted by the Nominating Committee and the Board of Directors at its November meeting shall elect the slate nominated by the Nominating Committee.
e. If one or more valid petitions are submitted, the slate for the election shall include the names of those nominated by petition. The Executive Director shall arrange the names of all candidates on a ballot in alphabetical order. The Executive Director shall distribute by authorized electronic equipment this ballot to all voting members of the Chamber in good standing at least fifteen (15) days prior to the Board of Directors meeting in November. Ballots shall be returned to the tellers within ten (10) days and no ballot returned after that time will be counted.
f. The President shall appoint at least three (3) tellers to receive, count, and report the results of the election. So far as possible, these tellers shall not be candidates or actively involved in the election of candidates, or members of the Board. The tellers shall elect their Chief Teller who shall supervise the counting and report the results to the Board of Directors.
g. The Board of Directors at the November Meeting shall receive a report of the election. The Secretary shall notify the winners and the Executive Director shall communicate the results to the membership by authorized electronic equipment.
Section 5. Term of Office
A. The new Elected Directors shall begin their terms at the December Annual Meeting of the Board of Directors and shall serve for three (3) years or until their successors are elected and take office.
B. The voting directors shall elect their officers at the Annual Meeting. The newly elected officers shall begin their term of office on January 1 of the year following their election.
Section 6: Vacancies in Board Members Positions
A. A board member who is absent from three (3) meetings in one (1) year may be removed from the Board of Directors and the Board may by a majority vote fill the vacancy until the next regular election.
B. Other vacancies on the Board of Directors may be filled by a majority vote until the next regular election.
C. A vacancy in an Elected Director’s position to be filled at the next regular election shall be filled at that election for the remainder of that Director’s term in order to preserve the staggered- term process.
Section 7: Duties of The Board of Directors:
A. Shall have the authority to adopt special rules of order, rules and regulations, and policies to govern its proceedings and the affairs of the Chamber over which it has power and authority;
B. Shall adopt and monitor an annual budget;
C. Shall review and act upon the audit report;
D. Shall elect the Officers;
E. Shall fill vacancies;
F. Shall review and take action on recommendations of the Executive Committee;
G. Shall review and act upon appointments of the President; and
H. Shall perform such other duties given in these bylaws or required by laws or regulations.
Section 8: Compensation
Directors and Officers shall not be paid for their service on the Board but may by resolution of the Board be compensated for their expenses as detailed in the Rules and Regulations.
Section 9. Meetings
A. Regular Meetings: The Board of Directors shall meet monthly and shall set the time, date, and location of its meetings by majority vote.
B. Special meetings of the Board of Directors may be called by the President and shall be called if a petition is signed by at least 50% of members of the Board. Only the business announced in the call of the special meeting may be conducted. Notice of a special meeting shall be given at least two (2) days prior to the meeting.
C. Notice of all meetings shall be given by authorized electronic equipment as described in Article IV, Section 1 B.
D. A quorum for all meetings of the Board of Directors shall be fifty-percent (50%) of the current voting members of the Board.
E. Action without a meeting shall be as described in Article IV, Section 2 C.
ARTICLE VI EXECUTIVE COMMITTEE
Section 1. Composition
A. The Executive Committee shall be composed of the President, President-Elect, Vice- President, Secretary, Treasurer, Immediate Past President, and the Executive Director.
B. The President shall serve as Chair of the Executive Committee.
C. The Executive Directors shall serve without vote and shall not be counted in the quorum.
D. The President may nominate up to two (2) candidates to serve as advisors to the Executive Committee. Advisor candidates shall be confirmed by a majority vote of the Board of Directors. Advisors shall be members of the Executive Committee or Board of Directors but may participate in the discussion at the Executive Committee with permission of the Chair.
Section 2. Powers and Manner of Acting
A. The Executive Committee shall have the authority to direct and oversee the implementation by the Executive Director of policies, initiatives, and programs recommended by the Board. The
Executive Committee shall also have the authority to approve and oversee the budget and approve contracts on behalf of the Corporation. The Board of Directors shall approve non- budgeted expenses.
B. The Executive Committee 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.
C. The Executive Committee shall bring issues and recommendations to the Board for its action.
D. The act of a majority of the members present at a meeting of the Executive Committee at which a quorum is present shall be the act of the Executive Committee.
E. Individual members of the Executive Committee shall have no power or authority to act outside of a meeting unless authorized by resolution of the Executive Committee.
Section 3. Meetings
A. Regular Meetings: The Executive Committee shall meet at least quarterly and shall set the time, date, and location of its meetings by majority vote.
B. Special meetings of the Executive Committee may be called by the Chair and shall be called if at least three (3) members of the Executive Committee sign a petition. Only the business announced in the call of the special meeting may be conducted.
C. Notice of a special meeting shall be given at least twenty-four (24) hours prior to the meeting. Notice of all meetings shall be given by authorized electronic equipment as described in Article IV, Section 1.
D. A quorum for all meetings of the Executive Committee shall be fifty-percent (50%) of the current voting members of the Executive Committee.
E. Action without a meeting shall be as described in Article IV, Section 2.
ARTICLE VII COMMITTEES
Section 1. Standing Committees
A. The Chamber shall have the following standing committees: Long Range Planning, Finance, Membership, Human Resources, Programs and Events, Community Chest and such other standing committees as appointed by the President and approved by the Board of Directors. Such standing committees shall be constituted to perform a continuing function and shall remain in existence permanently. It shall be the function of such committees to investigate, conduct studies and hearings, make recommendations to the Board, and carry on such activities as may be assigned by the Board of Directors.
B. With the approval of the Board of Directors, the President shall appoint the Chair and members of standing committees, except as otherwise specified in these bylaws.
C. Long Range Planning Committee: shall be chaired by the President-Elect and composed of at least three (3) other members appointed by the President with the approval of the Board of Directors. Long Range Planning shall be responsible for making recommendations to the Board regarding long-term goals and strategies to achieve them.
D. Finance Committee: shall be composed of the Treasurer and three (3) members of the Board of Directors. It shall have the duty to prepare the Budget, make recommendations on investments of Chamber funds and financial policies of the Board. The Executive Director shall be an ex officio nonvoting member of the Finance Committee.
E. Membership Committee: shall be composed of five (5) members. It shall develop membership recruitment and retention programs, maintain the membership records, and handle membership complaints.
F. Human Resources: shall be responsible for all the functions that deal with the needs and activities of the staff, including, but not limited to, the following: recruiting, hiring, staff development, communication, performance management, policy recommendations, salary and benefits recommendations, team building, and employee relations.
G. Programs and Events: shall be responsible for the planning and implementation all programs and events approved by the Board of Directors.
H. Community Chest: shall be responsible, with Board of Directors approval, for raising and distributing funds to non-profit organizations and local initiatives that further the Chamber’s mission.
Section 2. Special Committee
A. Special Committees, Task Forces, Divisions, Bureaus, Departments, Councils, and subsidiary corporations may be created by motion and vote at the Annual Meeting or by the Board of Directors at any of its meetings. The composition, purpose, and instructions shall be given in the motion that creates these bodies and unless otherwise specified in the motion, the President with the approval of the Board shall appoint the Chair and members of these groups.
B. Such bodies as described in A are appointed as need arises to carry out a specific task. At the completion of the task or at the order of the Board of Directors, such bodies automatically cease to exist.
Section 3. Ex Officio
The President shall be ex officio a member of all committees except the Nominating Committee.
Section 4. Manner of Acting
Committees and other bodies may conduct business and research in person, by telephone, fax, e- mail, regular mail, or instant messaging. They shall meet as described in Article IV.
ARTICLE VIII EXECUTIVE DIRECTOR
Section 1. General
The conduct of business at the Chamber Headquarters shall be under the direction and supervision of the Executive Director. The Executive Committee shall establish the salary, benefits and supervise the duties of the Executive Director.
Section 2. Duties
A. The Executive Director shall be ex officio a nonvoting member of the Board of Directors and the Executive Committee.
B. The Executive Director under the supervision of the Executive Committee shall be responsible for the hiring, discharge, direction, and supervision of the employees.
C. The Executive Director shall assist the Treasurer in the preparation and maintenance of the books and accounts.
D. In cooperation with the Long Range Planning Committee and the Finance Committee, the Executive Director shall prepare the budget and financial reports.
E. The Executive Director shall serve as the Agent of Record for the corporation and register as same with the Ohio Secretary of State’s Office,
F. The Executive Director shall have such other duties and responsibilities as in these bylaws and as assigned by the Board of Directors and/or the Executive Committee.
ARTICLE IX FINANCES
Section 1. Funds
All money paid to the Chamber shall be placed in a general operating fund except those funds previously designated for a specific purpose. Funds used from the current year’s budget shall be placed in a reserve account.
Section 2. Disbursements
Upon approval of the Budget by the Board of Directors, the Executive Director shall be authorized to make disbursements on accounts and expenses provided for in the budget for daily operations of the Chamber. Disbursements shall be by check.
Section 3. Fiscal Year
The fiscal year of the Chamber shall run from January 1 to December 31.
Section 4. Budget
At the October Board meeting, the Finance Committee shall present the budget for the coming year for action by the Board.
Section 5. Financial Review
The Board of Directors may engage an independent certified public accounting firm to compile, review, or audit the books and accounts of the Chamber. The monthly financial statements shall be available to members at the office 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 an amount set by the Board and paid by the Chamber.
Section 7. Check Signing
All checks shall require two (2) signatures from the following: Executive Director, President, President-Elect, Treasurer.
ARTICLE X INDEMNIFICATION
To the full extent permitted by the Nonprofit Corporation Law of the State of Ohio, the Corporation shall indemnify any person who was or is a party to any civil, criminal, administrative, or investigative action, suit, or proceeding by reason of the fact that he/she is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a Director or officer of another corporation, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and necessarily incurred by him/her in connection with such action, suit, or proceeding; and the Board may, at any time, approve indemnification of any other person that the Corporation has the power to indemnify under the Nonprofit Corporation Law of the State of Ohio. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit, or proceeding to be liable for
negligence or misconduct in the performance of a duty. The Corporation may purchase and maintain indemnification insurance for any person to the extent permitted by applicable law.
ARTICLE XI DISSOLUTION
Upon dissolving the Chamber, the Board of Directors, after paying all obligations, shall distribute any remaining assets to any other non-profit tax exempt organization that shall qualify under Section 501 of the IRS Code or in a manner as otherwise specified in the IRS Code. No funds shall inure to the benefit of individuals.
ARTICLE XII
UNANTICIPATED PROCEDURE AND PROBLEMS
Realizing that no set of bylaws can possibly anticipate every situation or need that could occur within an organization, should an unforeseen need or problem for which there is no provision in the Chamber’s Bylaws occur, a panel of three (3) Officers and /or Directors and two (2) Regular members shall be commissioned to develop a recommendation for resolution by the Board of Directors.
ARTICLE VIV PARLIAMENTRY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised (RONR) shall govern the proceedings of the Chamber in all cases to which they are applicable and in which they are not inconsistent with these bylaws or special rules of order that the Chamber may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.
ARTICLE XV AMENDMENTS
Section 1. Amendments
These bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors or by a majority vote of the Chamber members at any regular or special meeting provided that the notice for the meeting includes the proposed amendment(s). The notice of such a meeting shall be given at least ten (10) days prior to the meeting.
Section 2. Revision of the Bylaws
The Board of Directors shall have the authority to authorize a revision committee to draft a proposed revision to be acted upon by the a two-thirds (2/3) vote of the Board of Directors or by a majority vote of the members of the Chamber. In the year when a revision is proposed, no separate amendments shall be proposed.
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Revision adopted by Board of Directors on September 11, 2014.
