The mission of the Boaz Area Chamber of Commerce is to promote and enhance economic growth and community development in our local communities. Our Chamber is a membership organization consisting of local business owners and executives who want to see businesses of all sizes grow and prosper. This is the Boaz Area Chamber ByLaws Category Page. The chamber provides a host of programs and services designed to help businesses gain visibility in the local community to help with your business success story. The chamber also assists the City of Boaz, Sardis City and Marshall County to attract and retain a strong workforce and actively pursue opportunities for positive growth in all areas of business and economic development.
CONSTITUTION AND BY-LAWS OF BOAZ AREA CHAMBER OF COMMERCE, INC.
ARTICLE I – NAME
Section 1. The name of this corporation shall be the Boaz Area Chamber of Commerce, Inc.
ARTICLE II – PURPOSE
Section 1. The Boaz Area Chamber of Commerce is organized for the purposes of advancing
the commercial, industrial, civic, agricultural, and general interests of the City of Boaz, Alabama and surrounding communities, and its trade area, and to provide creative business leadership and effective coordination of all interested parties in solving community problems and in initiating constructive community action.
Section 2. The Chamber shall be non partisan and non sectarian and shall take no part in or lend its influence of facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for political office in any city, county, state or nation. The words “nonpartisan” and “nonsectarian” shall not be construed to prevent discussion of action, or recommendations thereon, of any of the purposes of this organization although no meetings of a political nature shall be held within the premises occupied by or under the control of this organization.
Section 1. The Boaz Area Chamber of Commerce shall have the power to sue and to be sued, to purchase, sell, lease or mortgage real estate or personal property; to borrow money and to enter into contracts of any kind furthering the purpose of this organization, and this organization shall have all such other, further and different powers, right and privileges as may now exist or in the future to be granted under the laws of the State of Alabama to like corporations, and no member shall be liable for any of the acts, contracts, or torts of this organization except for unpaid dues or membership fees due by such member to this organization.
ARTICLE IV – MEMBERSHIP
Section 1. Any reputable person, association, organization, corporation, partnership or estate may subscribe to membership in the Boaz Area Chamber of Commerce.
Section 2. Applications of membership shall be made in writing to the Board of Directors, and the application shall be regarded as a guarantee on the part of the applicant of his interest in and sympathy with the purposes of the Chamber, and his adherence, if elected, to its by-laws, rules and regulations. Members shall be elected by approval of the Board of Directors at a meeting of the Board of Directors.
Section 3. The membership fees and dues shall be determined by the Board of Directors by majority vote. Such dues shall be paid annually in advance and shall be due annually on the anniversary of such member becoming a member of the Chamber. If any member shall fail to pay his membership investment or dues for a period of 30 days after such dues/investment becomes due, the member shall be determined to be delinquent and shall be notified that at the end of 90 days from the due date, his membership shall be terminated if not paid.
Section 4. Any member whether a person, association, corporation, partnership or estate shall be entitled to cast only one vote.
Section 5. Any member whether a person, firm, association, corporation, partnership or estate shall have the right at any time to designate its voting representative upon written notice to the Boaz Area Chamber of Commerce.
Section 6. The Board of Directors is hereby empowered to confer honorary membership upon any person by reason of distinction, public affairs or otherwise, with the exemption of the payment of dues, but any such honorary member shall not be eligible to vote or to hold any office in this organization. The Board of Directors may revoke any honorary membership at any time.
Section 7. Any member may be expelled by three fourths vote of the Directors present at any meeting of the Board of Directors, for acts, which in the opinion of the Directors, are detrimental to the interest of the Chamber. In such cases, written charges shall be presented to the Directors, who, if they desire to act on the case, shall direct that the President of the Chamber send a copy to the member. The member accused shall be entitled to a hearing prior to action. The Directors shall determine the procedure at such hearings, and their decision as to the existence of a cause for expulsion shall be final and conclusive. If the Directors so vote, this expelled member’s membership investment shall not be refunded.
Section 8. The death, resignation or expulsion of a member shall terminate the membership. The termination of a membership shall work a forfeiture of all interest of the member in and to the property of the corporation.
ARTICLE V – MEETINGS
Section 1. The Board of Directors may provide for holding a membership meeting whenever it may be considered necessary or desirable but not less than one meeting annually.
Section 2. The Board of Directors shall call a special membership meeting upon petition signed by not less than ten percent of the members.
Section 3. The annual business meeting of the Chamber shall be held as close to the end of the fiscal year as possible at a time and place determined by a vote of the Board of Directors.
Section 4. At all membership meetings, those members present and in good standing shall constitute a quorum.
Section 5. Due notice of any meeting shall be communicated to every member at least 3 days in advance of the meeting date stating the purpose, time and place of the meeting. Such notice may be given in person, by first class mail or by electronic (e-mail) mail to each member providing an email address or by text messaging to the member at least three (3) business days prior to any meeting. Notice may also be provided to the membership by publication in a newspaper of general circulation in the area of coverage of the Chamber in addition to e-mail to members.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. The government of the Boaz Area Chamber of Commerce, the direction of its work and the control of its property shall be vested in a Board of Directors consisting of one (1) member appointed by the City Council of the City of Boaz, Alabama; the Superintendent of the Boaz City School System or his designee; the President of Snead State Community College or his designee and Twelve (12) regularly elected Directors.
Section 2. The term of office for each member of the Board of Directors shall be three years with one-third of the regularly elected Directors to be elected annually as hereinafter provided with terms of Directors to commence on May 1 of each year. A Director shall be eligible for appointment or re-election to director status without a lapse of time from the previous term. The Board of Directors shall have the authority to fill any vacancy on the Board for the remainder of the unexpired term. Provided however, that in the first year after these bylaws are approved one third of the directors shall serve a one year term, one third of the directors shall serve a two year term and one third of the directors shall serve a three year term. Such term of office shall not affect the director appointed by the City Council for the City of Boaz or the Superintendent of the Boaz City School System or The President of Snead State Community College, except that The Superintendent and President shall serve or appoint their designee for a three year term.
Section 3. The number of regularly elected Directors can be (13) thirteen if the term of the Chairman of the Board expires at the same time his/her term as Director expires as the immediate past Chairman shall serve on the Board of Directors. The Board of Directors shall adopt rules for conducting the business of the Chamber. The Board of Directors shall meet not less frequently than once a month, at such regular time and place as will be determined by the Board. A Director’s absence from three regular meetings in any fiscal year, without an excuse deemed valid and so recorded by the Board of Directors, shall be construed as the Director’s resignation. A Director shall be automatically removed from the Board upon failure to be a member of the Chamber of Commerce in good standing at any time. The Board of Directors shall submit at the annual meeting a full report of the work and the finances of the organization.
Section 4. The Board of Directors shall act by a majority vote of those Board members present where there is a quorum. At any special or regular meeting of the Board, eight (8) members of the Board of Directors shall constitute a quorum.
Section 5. The Board of Directors shall have the authority to employ a President. The President may employ an Administrative Assistant(s) whose duties shall include but not be limited to the recording and documenting of the meetings of the Board of Directors and all membership meetings. Such employment of an Administrative Assistant(s) shall be approved by the Board of Directors.
Section 6. Any member of the Board of Directors elected as an officer of the Chamber of Commerce shall automatically remain as a member of the Board of Directors from the time of that member’s election as an officer until that member’s term as an officer expires, subject to the terms of paragraph 3 of this Article.
Section 7. No elected member of the Board of Directors may serve more than 2 consecutive terms, except as provided in paragraph 3 of this Article.
Section 8. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors.
Section 9. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally, or mailed to each director at his business address, or by e-mail to the email address on file in the Chamber office for such directors. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
ARTICLE VII – OFFICERS
Section 1. The Officers of the Boaz Area Chamber of Commerce shall consist of the Chairman, Chairman-Elect, President, a Secretary/Treasurer, the Immediate Past Chairman and such other officers as the Board may determine, all of whom shall serve a term of one year or until their successors have been elected and qualified. The member serving as Chairman-Elect shall be the person expected by the Directors to succeed the Chairman and serve as Chairman the following year and the Secretary\Treasurer shall serve as Chairman-Elect the following year.
Section 2. In the event any officer of the Chamber of Commerce becomes unable to serve after being nominated for the position of officer or elected to said position, the nominating committee shall meet no later than 15 days after said nominee or officer becomes unable to serve, and nominate a replacement. In the event the Immediate Past Chairman becomes unable to serve, such position shall remain vacant.
Section 3. Officers of the Chamber of Commerce shall be removed by the Board of Directors for failure to be members of the Chamber of Commerce in good standing at any time during their term of office.
Section 4. The Board of Directors may employ a President whose compensation, authority and duties shall be determined by the Board of Directors.
Section 5. The Chairman shall preside at all meetings of the Chamber and Board of Directors, and perform all duties incident to this office. He shall, subject to the approval of the Board of Directors, appoint all committees and he shall be an ex-officio member of all committees. He shall at the annual business meeting of the Chamber, and at such other times as he may deem proper, commend to the membership of the Board of Directors such matters and make suggestions as they tend to promote the prosperity and increase the usefulness of the Chamber.
Section 6. The Chairman-Elect shall act in the absence of the Chairman; and in the absence or disability of both the Chairman and Chairman-Elect, a member of the Board of Directors shall be chosen to act temporarily.
Section 7. The Secretary/Treasurer shall record all minutes of Executive Committee meetings.
ARTICLE VIII – COMMITTEES
Section 1. The Board of Directors shall authorize and define the powers and duties of all committees.
Section 2. Except for the Executive Committee, the Chairman shall appoint all committees, subject to confirmation by the Board of Directors.
Section 3. There shall be an Executive Committee of the Chamber composed of the officers of the Chamber of Commerce and one member elected by majority vote of the Board of Directors as member at large. All members of the Executive Committee shall be voting members of the committee. The President shall be a non-voting member of the Executive Committee.
Section 4. The Executive Committee will also serve as the Nominating Committee for nominees to become members of the Board of Directors and such Nominating Committee shall be responsible for polling the membership to receive suggestions for qualified candidates names to be considered as nominees. In order to promote broad representation of interest on the Board, the nominating committee shall be encouraged to present a list of candidates representative of the following segments of the community; Retail, Wholesale, Financial, Industry, Services, Agricultural, Travel, Entertainment, Utilities, Transportation, Health Care Services and other professions.
Section 5. The Nominating Committee shall also canvas the election returns, conduct and supervise casting of the ballots and the election. Upon receipt of the report of the Nominating Committee, the President shall immediately communicate to the membership the names of persons nominated as candidates for Directors, and the right of petition as provided in Section 6 of this Article. The President shall further notify the membership that such petitions must be received at the Chamber office no later than March 1. A list of candidates so nominated shall be kept in the Chamber office.
Section 6. Additional names of candidates for director may be nominated by petition bearing the genuine signature of at least five (5) qualified members of the Chamber. Such petition shall be directed to the chamber office within ten (10) days after notice has been given to those nominated, but in no case, later than April 1, unless this time is modified by the Board of Directors. The determination of the nominating committee as to the legality of any petition shall be final.
Section 7. If no petitions are filed within said period, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of Directors. If a legal petition shall present additional candidates the election shall be determined by directing a ballot to the full membership listing the names of all candidates in alphabetical order with instruction to vote for the number of directors to be elected for a three (3) year term and return the ballot to the chamber office at such time as prescribed by the Board of Directors.
Section 8. The Board of Directors may prescribe such additional rules for the conduct of the elections as may be deemed advisable and which are not in conflict with these provisions.
ARTICLE IX – FISCAL YEAR AND AUDIT
Section 1. The Fiscal Year of this organization shall run from May 1 to April 30, and an audit shall be made of all the transactions of this organization at least once each year, and the report of such audit must be made available to each member as soon as practical thereafter.
ARTICLE X – AMENDMENTS
Section 1. These By-Laws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the membership of the Chamber of Commerce provided notice of the proposed change shall have been communicated to each member not less than 3 days prior to such meetings.
ARTICLE XI – AMBASSADORS
Section 1. The Boaz Area Chamber of Commerce may organize Ambassadors whose purpose shall be to represent the Chamber and to increase public awareness of the functions of the Chamberof Commerce.
Section 2. Said Ambassadors shall be responsible for developing and approving their own Constitution and By-Laws. A copy of said rules shall be filed with the Secretary-Treasurer of the Chamber of Commerce at all times. The Board of Directors of the Chamber may, by majority vote, amend the Constitution and By-Laws of the Ambassadors.
ARTICLE XII – JR. AMBASSADORS
Section 1. The Boaz Area Chamber of Commerce may organize Junior Ambassadors whose purpose shall be to represent the Chamber and to increase public awareness of the functions of the Chamber of Commerce.
Section 2. Said Junior Ambassadors shall be responsible for developing and approving their own Constitution and By-Laws. A copy of said rules shall be filed with the Secretary-Treasurer of the Chamber of Commerce at all times. The Board of Directors of the Chamber may, by majority vote, amend the Constitution and By-Laws of the Junior Ambassadors.
ARTICLE XIII – NOTICES
Section 1. All notices to the membership required by these bylaws may be given either by first class mail to the last known address of the member or entity being provided notice, or by electronic mail (e-mail) to the last known e-mail address of the member or entity being provided notice or by personal service.
These By-laws and Constitution have been adopted and approved by the full membership at a meeting on the ______ day of __________________, 2015.
Chairman of the Board