Section 1: Name

This organization is incorporated under the laws of the Commonwealth of Virginia and shall be known as the York County Chamber of Commerce, Incorporated.

Section 2: Mission

This mission of the York County Chamber of Commerce is to support our existing business community, attract new businesses, and to continue to be the voice of business in York County.

Section 3: Region of Interest

The York County economic region shall mean to include:

1. Primary Region – County of York
2. Secondary Region – Virginia Peninsula

Section 4: Limitation of Methods

The York County 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 5: All chamber meetings shall be held and conducted in accordance with Robert’s Rules of Order.

Section 1: Eligibility

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

Section 2: Process

Applications for membership shall be submitted in writing or electronically, on forms provided for that purpose, and 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 rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable in advance annually in January, or prorated from joining date until the next annual billing.

Section 4: Termination

1. Any member may resign from the chamber upon written request to the Board of Directors;
2. Any member may be expelled by a two-thirds vote of the Board of Directors for just cause as determined by the Board of Directors.

Section 5: Voting

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

Section 6: Exercise of Privileges

Any firm, association, corporation, partnership, or estate holding membership must designate an individual whom the holder desires to exercise the designated privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice.

Section 7: Orientation

On a semi-annual basis, 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.

Section 8: Honorary Membership

Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.

Section 1: Composition of the Board
The Board of Directors shall be composed fifteen (15) to twenty (20) members, staggered in sets of five to ensure consistency and to prevent the loss of institutional knowledge. The Immediate Past President and all Officers shall serve as members of the Board. All Past Presidents will serve on the board in an ex official non-voting status with exception of the Immediate Past President, who may vote. A term shall be three (3) years. Upon election by the Board of Directors, Board members may serve for a period of two (2) terms (six (6) years total) which coincide with the Chamber’s fiscal year (January – December). Board members may serve an additional two (2) terms (six (6) years total) after vacating the board for a period of at least (one) 1 year after the initial 6 years. All Board members must be reelected at the end of each term to continue on the Board. Prospective Board members will be a current member of the Chamber and in good standing. It is also recommended that they serve at least six (6) months on a subcommittee before their acceptance as a Board member. 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 (See last page for timetable).

1. Nominating Committee. The Nominating Committee shall be composed of two officers and two Directors. The Immediate Past President shall serve as the chair of this committee.
2. Nominees – Prior to the October Board of Directors Meeting, the Nominating Committee shall present to the President a slate of 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. the President shall notify the Board of Directors at the October Board of Directors meeting the names and details of persons nominated as candidates for directors.
3. Elections – At the November Board of Directors meeting, the President will call for nominations from the floor. All announced nominees will be written in to the ballots and the total slate of nominees will be voted on via written ballot by the Board. A majority of affirmative votes will determine the new directors.

Section 3: Seating of New Directors
All newly elected and appointed Board members shall be seated at the regular December Board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of their term (December 31st ). All new board members will be provided with an updated Board Handbook and must sign the following three items: an acknowledgement of receipt of said handbook, a letter of understanding of all board duties, responsibilities, processes, and limitations, and a conflict of interest disclosure.

Section 4: Vacancies
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 vote of those voting at any meeting thereof. The President will receive nominations for those vacancies from the Nominating Committee and they will be subject to the approval of the Board of Directors. The Board of Directors shall fill vacancies on the Board of Directors, or among the officers, by a majority vote within 3 months of a vacancy.

Section 5: Policy
The Board of Directors 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.

Section 6: Management
The Board of Directors shall be permitted at any time to employ appropriate staff and shall fix the salary and other considerations of employment for those positions.

Section 7: Notification

The Board of Directors shall notify the entire chamber membership of all new Board members and Officers, in writing within one month of their election. Section 8: 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 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 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.

Section 1: Determination of Officers

The Board of Directors (new and retiring) at its regular December meeting shall reorganize for the coming year. The Nominating Committee shall also nominate officers each year. At this meeting, the new Board shall elect the President and Vice President, Secretary, Treasurer and any other officer deemed necessary to conduct the activities of the Chamber. Officers will be elected from and by members of the new Board of Directors. 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 they are re-elected or their successors assume the duties of office. They shall be voting members of the Board of Directors.

Section 2: Duties of Officers

1. President. The President 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 President shall, assign Vice President to divisional or departmental responsibility, subject to Board of Directors approval. The President shall, with advice and counsel of Vice President, determine all committees, select all committee chairmen, and assist in the selection of committee personnel, subject to approval of the Board of Directors.
2. Vice President. The duties of the Vice President shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the President. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
3. Secretary. The Secretary shall be responsible for documenting activities of the Chamber and for the maintenance and distribution of the Chamber’s Policy Manual and Board Handbook. The Secretary shall cause meeting minutes of the Executive Committee and Board be presented, for approval, to the Executive Committee and Board.
4. 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 with the approval of the President. In absence of the Treasurer, any officer may sign checks, unless prohibited from doing so by their employer. If an officer is unable to sign, the Executive Board may select another board member to have signing authority, so as to maintain a total of four (4) people with check signing authority at all times. Bank signature cards shall be updated annually upon the start date of new officers. The Treasurer shall cause a monthly financial report to be made to the Board.

Section 3: Executive Committee

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. It shall be composed of the President, Immediate Past President, Vice President, Secretary, Treasurer and Legal Counsel to the Board of Directors (if any). The President of the Board of Directors will serve as chairman of the Executive Committee. All committee chairpersons will attend the monthly Executive Committee meetings to give progress reports and discuss any items needing Board action.

Section 4: Indemnification

The Chamber may, by resolution of the Board of Directors, provide for indemnification by the chamber of any and all of its officers or former officers as spelled out in Article IV, Section 7 of these bylaws.

Section 1: Appointment and Authority

The President shall appoint all committees and committee chairmen, subject to Board of Directors approval. The President may appoint such 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 President and shall serve concurrent with the term of the appointing President, unless the Board of Directors approves a different term. Such committees may include, but not be limited to:

• Events
• Finance
• Government Relations
• Community Partnerships
• Membership
• Board Development
• Communication and Marketing

It shall be the function of committees, not staff, to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry out related activities and others as may be delegated to them by the Board. All committee chairpersons are accountable to and must report to the Executive Committee monthly and to the Board of Directors upon request.

Section 2: Limitation of Authority

No action by any member, committee, division, employee, director or officer shall be binding upon, or constitute an expression of, the policy of the chamber until it shall have been approved or ratified by the Board of Directors. Committees and/or task forces shall be discharged by the President 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 chairmen or, in their absence, whom they designate as being familiar enough with the issue, to give testimony to, or make presentations before, civic and governmental agencies.

Section 4: Divisions

The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations, as 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.

Section 5: Staff

All staff decisions and personnel matters will be made by the full Board of Directors, unless otherwise delegated by the Board of Directors. Staff members will be direct reports to the Chamber President and will take direction only from the President and/or the Executive Committee. Staff must report to the Executive Committee monthly on their current activities, as described in their job descriptions.

Section 1: Annual Meeting

The annual meeting of the corporation, in compliance with State law, shall be held during December of each year, in conjunction with the annual holiday gathering. This event will serve to summarize the year’s activities for the membership, thank and acknowledge retiring board members for their service, introduce any new board members and/or officers, and to publicly “pass the gavel” to the new leadership team. The time and place shall be fixed by the Board of Directors and notice thereof shall be posted on the York County Chamber of Commerce Website (http://www.yorkcountycc.org) at least ten (10) days before said meeting.

Section 2. Additional/Special Meetings

The President may call general meetings of the chamber at any time, or upon petition in writing of any 50% members in good standing:

1. Notice of special meetings shall be emailed or mailed regular mail to each member at least five (5) days prior to such meetings;
2. Board meetings may be called by the President 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 (5) days prior to said meeting;
3. Committee meetings may be called at any time by the President, respective department Vice President, or by the committee’s chairman.

Section 3: Monthly Board of Director Meetings

The President, or Vice President in the President’s absence, shall conduct one meeting of the Board of Directors each month.

Section 4: Monthly Executive Committee Meetings

The officers, immediate past President, and the Chamber’s legal counsel will meet monthly, at least two weeks prior to the full board meeting, to receive updates from the committee chairpersons in order to prepare the agenda and supporting materials for the full board meeting.

Section 5: Quorums

Unless otherwise required in the Articles of Incorporation, a majority of the voting members appearing in person shall constitute a quorum. When a specified item of business requires a vote, unless otherwise provided by law or in the Articles of Incorporation, the affirmative vote of a majority of the members at the meeting entitled to vote shall be the act of the Members. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present.

Section 6: Notices, Agenda, & Minutes

Written, electronic, or other member-designated means of notice of all chamber meetings must be given at least five (5) days in advance unless otherwise stated. An advance agenda and minutes must be prepared for all meetings and shall be sent to members, either by mail or electronic means, at least 5 days before any scheduled meeting. A detailed outline for preparation of both shall be a part of this organization’s procedures manual and shall include, at a minimum, the following items: Consent agenda items (committee reports, staff reports, President’s report, past meeting minutes, etc.), New Business, and Old Business.

Section 1: Funds

All money paid to the chamber shall be placed in a general operating account.

Section 2: Disbursements

Upon approval of the budget, the Treasurer with the President’s approval is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be by check or bank card.

Section 3: Fiscal Year

The fiscal year of the chamber shall begin on January 1 and close on December 31.

Section 4: Budget

At the regular January Board Meeting, the new Board of Directors shall adopt the budget for the new fiscal year.

Section 5: Annual Audit

A public accountant shall audit the accounts of the chamber of commerce annually as of the close of business on December 31st. The audit shall at all times be available to members of the organization within the offices of the chamber.

Section 1: Procedure

The chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the chamber. On dissolution of the chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in IRS Section 501(c)(6).

Section 1: Revisions

These bylaws may be amended or altered by a majority vote of the Board of Directors, or by a majority 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 least ten (10) days in advance of the meeting at which they are to be acted upon.

SCHEDULE FOR ELECTION OF OFFICERS & DIRECTORS

October Nominating Committee presents to the President, who then presents to the Board of Directors, the slate of candidates for any vacancies on the Board.

November Election of Directors at regularly scheduled Board meeting.

December Election of Officers at regularly scheduled Board meeting (with new & retiring board members present). Appointment and orientation of new committee chairmen, committee members and other action groups. Draft Budget work begins.

January New Board and Officers begin terms. Board adopts budget for new fiscal year at regularly scheduled Board meeting.