ARTICLE I

NAME

 

SECTION 1.  The name of the organization shall be the HABERSHAM COUNTY CHAMBER OF COMMERCE, INC., (hereinafter, the “Chamber”).

 

ARTICLE II

MISSION

 

SECTION 1.  The Chamber’s mission is to serve its members by promoting Economic Development, Agriculture, Tourism, Quality, Growth, Entrepreneurship and Education. 
The Chamber, by creating a positive business climate, seeks to enhance the quality of life in our county.

 

ARTICLE III

LIMITATION OF METHODS

 

SECTION 1.  The organization shall be nonpartisan and nonsectarian and shall take no part in nor lend its influence or facilities, either directly or indirectly, to the nomination, election
or appointment of any candidate for any office in city, county, state or nation, nor shall any meetings of such nature whatsoever be held within the premises occupied by or under the
control of the organization.  The organization and its officers and directors shall conduct business in compliance with state and federal laws.

 

ARTICLE IV

MEMBERSHIP

 

SECTION 1.  Any person, association, firm, corporation, or partnership, or other business entity is eligible for membership in the organization without regard to sex, creed, color or place
of origin, (hereinafter, “Eligible Business Entity”).

 

SECTION 2.  No one shall be a member of the organization unless his membership is first approved by the Board of Directors at a meeting of the same, and such membership fee as may be
determined by the Board of Directors is paid by such member.

 

SECTION 3.  Any Eligible Business Entity may acquire and hold more than one membership by paying the annual dues of each membership and may designate an individual to represent each
such membership, provided such Eligible Business Entity is first approved by the Board of Directors.

 

SECTION 4.  The individual members of this organization shall be entitled to those voting rights as approved by the Board of Directors.  All voting rights shall inure to the benefit of the individual
members of the organization and any Eligible Business Entity holding more than one membership shall not be entitled to vote said memberships on behalf of its members, but instead shall only be
 entitled to one vote.

 

SECTION 5.  Any Eligible Business Entity holding more than one membership shall have the right to change any or all of its representations upon written notice to the organization.

 

SECTION 6.  Applications for membership shall be in writing to the Board of Directors and said application shall be taken as a promise on the part of such applicant that same is interested in the
objects of the organization and that same will adhere to the bylaws and rules of the organization.  Election to membership shall require a majority vote of all Directors present at the meeting where
same is considered.

 

SECTION 7.  Members may be expelled for cause by the Board of Directors; however, no member shall be expelled without written notice being given same of the cause of such expulsion and
an opportunity to be heard at a hearing before the Board of Directors of which hearing such members shall be given at least three days notice mailed to his address as shown on the books of the
organization.  A three-fourths vote of all Directors present, which must include a majority of the entire Board of Directors, shall be required before any member may be expelled.  Any expelled
members shall have the right of appeal in writing within ten days from the action by the Board of Directors.  Upon such appeal being made, it shall be considered and determined by the next
regular meeting of the membership or at a special meeting called by the President to consider and determine such appeal.  The hearing before the entire membership shall be a de novo hearing,
and a majority vote of all members present shall be required to expel such member.

 

SECTION 8.  Upon default of annual dues, the President shall suspend such member, unless otherwise directed by the Board of Directors.

 

SECTION 9.  The resignation, suspension or expulsion of a member shall terminate membership, unless restored to membership by action of the Board of Directors.

 

SECTION 10.  The termination of membership shall work a forfeiture of all interest of such member in the organization.

 

 

ARTICLE V

MEETINGS

 

SECTION 1.  An annual membership meeting of the organization shall be held once during the calendar year, and such other meetings may be held as the Board of Directors may
consider necessary or desirable.

 

SECTION 2.  The Board of Directors shall call a meeting of the membership if such meeting is requested in writing by at least twenty-five percent of the membership.

 

SECTION 3.  At all membership meetings, twenty-five percent of the membership shall constitute a quorum for the transaction of any business properly brought before such meeting.

 

SECTION 4.  At least five days notice of all regular and special meetings shall be given by the Secretary, the President, or by the Chairman by personal communication, by telephone,
by ordinary course of mail, or by e-mail.

 

 

ARTICLE VI

THE BOARD OF DIRECTORS

 

SECTION 1.  The government of the organization, the direction of its work, and the control of its assets and property shall be vested in a Board of Directors that consist of (12) twelve
elected members.  The Directors shall serve a two-year term.  No Director can serve more than two consecutive two-year terms.  After an absence of two years, a Director can be eligible
for election again, as listed above.

 

No elected official or other person shall serve on the Board of Directors who has influence on the budget/funding of the Chamber.

 

The (12) twelve Directors shall be responsible for the election of the Officers of the organization, as per Article VII of the By-laws.

 

SECTION 2.  The Board of Directors shall meet at least once a month, at a time and place fixed by them.  The Chairman may call a special meeting of the Board as needed.

 

SECTION 3.  The election of the Directors shall be as follows:

A.   At the July Board meeting, the Chairman shall appoint a Nominating Committee for the election of the upcoming term’s Directors.  The Nominating Committee shall be approved by the
Board.

    B.    In August, the membership will be given the names and phone numbers of the Nominating Committee, and notified of the election date.  The membership will be   requested to
recommend candidates to the Nominating Committee for any vacancies on the Board.  Candidates must be Chamber members in good standing.  The Nominating Committee will accept
nominations for a two week (14 day) period. 

    C.    All voting shall be by ballot.  All candidates nominated shall be arranged on the ballot in   alphabetical order and submitted for vote to the membership before September 30.       
The membership shall have two weeks (14 days) to return the ballots.  The ballots will be collected and tabulated by an independent company, i.e. CPA firm, etc.  This shall be              
completed for submission to the Board at their regular October meeting.

 

SECTION 4.  The Board of Directors shall have the power to fill any vacancy on the Board which might occur among the elected Directors or Officers for their unexpired terms. 

 

SECTION 5.  The Executive Board may appoint as many as five (5) ex officio advisors to the Board of Directors in order to provide leadership in the nine (9) accreditation areas which include:

           

Governance, Finance, Human Resources, Government Affairs, Program Development, Technology, Communication, Facilities, and Benchmarking.

 

The Executive Board may prepare a list of names of individuals (who are Chamber members) to serve in the chosen area(s) and will submit the list to the Board of Directors for approval. 
The appointed members will serve in an ex officio capacity and will serve for a one (1)-year appointment.

 

Ex officio advisors may attend all Board meetings, but they only have voting privileges in their area of assignment.  They may also make a motion/proposal to the Board in their area of assignment
but may not second a motion.

 

 

SECTION 6.  Fifty-one (51) percent shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

 

SECTION 7.  The Secretary (Administrative Assistant) shall record the minutes of all meetings of the Board, and shall give a summary of these minutes to the Board at the next meeting.

 

SECTION 8.  Any Director or Officer that is unexcused from two (2) Board meetings in a twelve (12) month period shall be removed from the Board.  A three-fourths vote of all Directors present,
which must include a majority of the entire Board of Directors, shall be required before any Director may be removed.  Any removed Director shall have the right to appeal in writing within ten days
from the action by the Board of Directors.  Upon such appeal being made, it shall be considered and determined by the next regular meeting of the Board of Directors or at a special meeting called
by the Chairperson to consider and determine such appeal.  The hearing before the officers shall be a de novo hearing, and a majority vote of the officers present shall be required to remove such
Director.

 

 

ARTICLE VII

DETERMINATION OF OFFICERS

 

 

SECTION 1.  The Board of Directors at its regular October meeting shall reorganize for the coming year.  The Executive Committee shall submit a slate of officers for the coming year to the Board. 
The Board of Directors will vote and elect the new Officers.  They will elect the following: Chairman, Chairman Elect, Chairman Elect Designee and Treasurer.  The Past Chairman each year shall
also be a member of the Board. 

These five (5) Officers of the Chamber are also members of the Board of Directors and shall have full voting privileges.

 

SECTION 2.  Duties of Officers:

 

A.  Chairman:  The Chairman shall serve as the chief elected Officer of the Chamber, and shall preside at all meetings of the membership, Board of Directors, and Executive Committee.  
The Chairman, with the advice and counsel of the President, shall each year prepare the Program of Work for the Chamber, and determine all committees, select committee chairman, and
assist as needed in selection of committee members.  The Program of Work and committee assignments shall be approved by the Board of Directors. 

 

B.  Chairman-Elect:  The Chairman-Elect shall exercise the powers and authority and perform the duties of the Chairman in the absence or disability of the Chairman.  The Chairman-Elect
will be responsible for assuring that the Program of Work and all other activities of the Chamber are directed toward achieving the mission and goals of the Chamber.  The Chairman-Elect
will also perform any other duties as directed by the Chairman.

 

C.  Chairman-Elect Designee:  The duties of the Chairman-Elect Designee shall be such as may be assigned by the Chairman and the Board of Directors.  The Chairman-Elect Designee will
work particularly close with the Chairman-Elect to insure that the Program of Work is being followed.

 

D.  Treasurer:  The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement.  The Treasurer shall cause a monthly financial
report to be created, and will provide a copy and give a report on same to the Board at each regular monthly meeting.

 

After an absence of two years, an Officer can be eligible for election again as can other members of the Board.  The Treasurer shall be appointed each year, but cannot serve more than four (4)
consecutive 1-year terms.  After an absence of two years, he/she can be eligible for election again.

 

 

ARTICLE VIII

PRESIDENT

 

SECTION 1.  Duties of the President:

 

            A.        The Board of Directors shall employ a President and shall fix the salary and other considerations of employment.

 

            B.        The President shall be the (COO) chief operating officer.  The President or his/her Administrative Assistant shall serve as secretary to the Board of Directors, and cause to be
prepared notices, agendas, and minutes of meetings of the Board.

 

            C.        The President shall serve as advisor to the Chairman on program planning, andshall assemble information and data and cause to be prepared special reports as directed in the
Program of Work of the Chamber.

 

            D.        The President shall be a non-voting member of the Board of Directors, the Executive Committee, and all committees.

 

            E.         With the assistance of each Committee Chairman, the President shall be responsible for the administration of the Program of Work in accordance with the policies and regulations
of the Board of Directors.

 

            F.         The President shall be responsible for hiring, discharging, directing and  supervising all employees of the Chamber.

 

G.       With the cooperation of the Executive Committee, the President shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval
of the Board of Directors.  The President shall also be responsible for all expenditures with the approved budget allocations.

 

 

ARTICLE IX
INDEMNIFICATION AND INSURANCE

 

SECTION 1.  Indemnification.  In the event that any person who was  or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, seeks indemnification from the Chamber against expenses, including attorney's fees (and in the case of actions other than those by or in the right of the
Chamber judgments, fines and amounts paid in settlement), reasonably incurred by such person in connection with such action, suit or proceeding by reason of the fact that

such person is or was a Director,  officer, employee or agent of the Chamber, or is or was serving at the request of the Chamber as a Director, officer, employee, trustee or agent of another corporation,
domestic or foreign, non-profit or for profit, partnership, joint venture, trust or

other enterprise, then, unless such indemnification is ordered by court, the Chamber shall determined, or cause to be determined, in the manner provided under Georgia law whether or not indemnification
 is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in the Georgia Nonprofit

Corporation Code.  To the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by
Georgia law.

 

SECTION 2.  Indemnification Not Exclusive of Other Rights.  The indemnification provided in Section 1 above shall not be deemed exclusive of any other rights to which those seeking indemnification
 may be entitled under the articles of incorporation or bylaws, or any agreement, vote of disinterested Directors, or otherwise, both as to action in the person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators
of such a person.

 

SECTION 3.  Insurance.  To the extent permitted by Georgia law, the Chamber may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of
the Chamber, or is or was serving at the request of the Chamber as a Director, officer, employee, trustee or agent of another corporation, domestic or foreign, non- profit or for profit, partnership,
joint venture, trust or other enterprise. Bonding is provided for Chamber employees and Officers at the $50,000 level.

 

 

ARTICLE X

COMMITTEES

 

SECTION 1.  The Board of Directors shall authorize and define the powers and duties of all committees.

 

SECTION 2.  The Chairman shall appoint all committees, subject to confirmation by the Board of Directors.

 

SECTION 3.  The Executive Committee shall be composed of the Chairman, Past Chairman, Chairman-Elect, Chairman-Elect Designee and Treasurer. 

 

      A.   The Chairman shall serve as the head of the 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.

 

      B.  In the interim between meetings of the Board, the Executive Committee shall have oversight for the routine business of the Chamber.  It shall have the general charge of the finances
and property.  At the beginning of the fiscal year, it shall oversee the preparation, by the President, of the Chamber’s budget for the year.  This budget shall be presented to the Board for approval.

 

      C.  The Executive Committee will also be responsible for personnel matters, specifically the    hiring and/or termination of the President, and the salary of same.  All actions will be     
reported to the Board for their approval.

 

 

SECTION: 4.  The Finance Committee shall arrange an annual review by a CPA firm and an audit every three years.  The committee shall report its findings to the Board of Directors. 
The Finance Committee shall work with the Treasurer in reviewing the financials, and in general assuring that the Chamber’s income and expenses are consistent with the budget.

 

SECTION: 5.  Committee Chairman.  Each of the twelve (12) elected Directors shall be assigned as a Committee Chairman.  Each Chairman shall designate a vice-chairman. 
Each Committee Chairman is responsible for recruiting their committee members, and is responsible for assuring that the Program of Work for their committee is accomplished.

 

ARTICLE XI

DISBURSEMENTS

 

SECTION 1.  All disbursements shall be made by check.  Such funds shall be kept on deposit in a member financial institution, or invested in a manner approved by the Board of Directors. 
The Board also directs that the following be authorized to sign checks: President, Chairman of the Board, Chairman Elect and Treasurer.  Any check above $2,000.00 must have two signatures.

 

ARTICLE XII

DISSOLUTION

 

In the event of the dissolution of this organization, none of its property shall ever go to any member.  After payment of all outstanding debts, all remaining assets shall be used for charitable purposes.

 

ARTICLE XIII

FISCAL YEAR

 

SECTION 1.  The fiscal year shall end the 31st day of December.

 

 

ARTICLE XIV

PARLIAMENTARY PROCEDURE

 

SECTION 1.  The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts’s manual of Parliamentary Rules.

 

 

ARTICLE XV

AMENDMENTS

 

SECTION 1.  These By-Laws may be amended or altered by a fifty-one (51) percent vote of the Board of Directors.

 

 

 



END