These bylaws have been prepared as a guideline for chambers of commerce that are either preparing a bylaw document for the ﬁrst time or are revising an existing document.
Taken from a wide range of existing formats used by chambers, the most important provisions for a solid set of bylaws are presented here. Chambers can adapt the wording and format to their individual needs. The blank spaces allow for chambers to insert numerical information relevant to their organizations.
General Section 1: Name This organization is incorporated under the laws of the state of _________ and shall be known as the _________ Chamber of Commerce, Incorporated.
Section 2: Purposes (include details and speciﬁcs to reﬂect the purposes of the organization.)
The __________ Chamber of Commerce is organized to achieve these objectives: (1)preserving the competitive enterprise system of business by creating a better understanding and appreciation of the importance of business people and a concern for their problems; educating the business community and representing it in city, county, state, and national legislative and political affairs; preventing or addressing controversies if they are detrimental to the expansion and growth of business in the community; creating a greater appreciation of the value of a more liberal investment of substance and self on behalf of the interests of competitive business. (2) Fostering business and community growth and development through economic programs designed to strengthen and expand the income potential of all businesses in the trade area; promoting programs of a civic, social, and cultural nature that are designed to increase the functional and aesthetic values of the community; and discovering and correcting abuses that prevent the advancement of business expansion and community growth.
The __________ Chamber of Commerce is organized to advance the general welfare and prosperity of the __________ area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, and educational interests of the area.
Section 3: Area (Identify area served)
The __________ area or __________ economic region shall include the cities (or communities) of __________, and __________ and the counties of __________ and __________.
Section 4: Limitation of Methods
The __________ Chamber of Commerce 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.
Section 1: Eligibility
Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership.
Section 2: Election (how an application is made, received, and approved)
Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. Election of members shall be by the board of directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.
Section 3: Investments
Membership investments shall be at such rates, schedule, or formula as may be from time to time prescribed by the board of directors, payable in advance.
Section 4: Termination (resignation, expulsion, and delinquency)
(1)Any member may resign from the chamber upon written request to the board of directors; (2) any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause; (3) and any member may be expelled by a two-thirds vote of the board of directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.
Section 5: Voting
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast 1 vote.
In any case proceeding in which voting by members is called for, each member shall be entitled to 1 vote, and each member ﬁrm, association, or corporation shall be entitled to the number of votes determined by the amount of investment paid, not to exceed 10 votes.
Section 6: Exercise of Privileges (assignment of membership and any limitations)
Any ﬁrm, association, corporation, partnership, or estate-holding membership may nominate individuals whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its nomination upon written notice.
Section 7: Orientation (indicate areas of complete orientation and ensure that detailed outlines of each group are part of the procedures manual.)
At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new ofﬁcers and directors and current ofﬁcers and directors, committee chair, committees, and new members. A detailed outline for each of these groups shall be a part of the organization’s procedures manual or orientation handbook.
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: Annual Meeting
The annual meeting of the corporation, in compliance with state law, shall be held during (month) of each year. The time and place shall be ﬁxed by the board of directors and notice thereof mailed to each member at least 10 days before said meeting.
Section 2: Additional Meetings (general membership, board, and committee meetings)
General meetings of the chamber may be called by the chair of the board at any time, or upon petition in writing of any (number or percentage of members in good standing): notice of special meetings shall be mailed to each member at least 5 days prior to such meetings; board meetings may be called by the chair of the board or by the board of directors upon written application of 3 members of the board. Notice, including the purpose of the meetings, shall be given to each director at least 1 day prior to said meeting; committee meetings may be called at any time by the chair of the board, respective department vice chair, or by the committee’s chair.
Section 3: Quorums
At any duly called general meeting of the chamber (number or percentage of), members shall constitute a quorum; at a board meeting, a majority of directors present shall constitute a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than 9 members. In that case, 5 shall constitute a quorum.
Section 4: Notices, Agendas, and Minutes
Written notice of all chamber meetings must be given at least ____ days in advance, unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of the organization’s procedures manual.
Board of Directors
Section 1: Composition of the Board
The board of directors shall be composed of ____ members, one-third of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualiﬁed. The incoming chair of the board may appoint, subject to the approval of the board from 3 to 6 members to the board to serve one-year terms. The past chair and the president shall serve as members of the board.
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
A. Nominating Committee.
At the regular (month) board meetings, the chair of the board shall appoint, subject to approval of the board of directors, a nominating committee of (number) members of the chamber. The chair of the board shall designate the chair of the committee.
Prior to (date), the Nominating Committee shall present to the president a slate of (number of vacancies) candidates to serve 3 year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No board member who has served two consecutive 3-year terms is eligible for election for a third term. A period of 1 year must elapse before eligibility is restored.
B. Public Notice of Nominations.
Upon receipt of the Nominating Committee’s report, the president shall immediately notify the membership by mail of the names of persons nominated as candidates for directors and the right of petition.
C. Nominations by Petition.
Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least (number) qualiﬁed members of the chamber. Such petition shall be ﬁled with the Nominating Committee within 10 days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be ﬁnal.
If no petition is ﬁled within the designated period, the nominations shall be closed and the nominated slate of (number of vacancies) candidates shall be declared elected by the board of directors at their regular (month) board meeting.
If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order.
Instructions will be to vote for (number of vacancies) candidates only. The president shall mail this ballot to all active members at least 15 days before the regular (month) board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber ofﬁce within 10 days. The board of directors shall at its regular (month) board meeting declare the (number) candidates with the greatest number of votes elected.
The chair of the board shall appoint, subject to the approval of the board of directors, at least 3, but not more than 5, judges who are not members of the board of directors or candidates for election. One will be designated chair. Such judges shall have complete supervision of the election, including auditing the ballots. They shall report the results of the election to the board of directors.
Section 3: Seating of New Directors
All newly elected and appointed board members shall be seated at the regular (month) board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year.
Section 4: Vacancies
A member of the board of directors who shall be absent from 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.
Vacancies on the board, or among the ofﬁcers, shall be ﬁlled by the board by a majority vote.
Section 5: Policy (statements of position on issues)
The board of directors is responsible for establishing procedure and formulating policy for 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 employ a president (or appropriate title) and shall ﬁx the salary and other considerations of employment.
Section 7: 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 any of them are made parties, or a party, by reason of having been ofﬁcers, directors, and 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 (month) meeting shall reorganize for the coming year. The Nominating Committee for directors shall also nominate ofﬁcers each year. At this meeting, the board shall elect the chair of the board, chair-elect, as many vice chair as deemed necessary to conduct the activities of the chamber, and the treasurer. Ofﬁcers will be elected from members of the new board. All ofﬁcers shall take ofﬁce on the ﬁrst day of the new ﬁscal year and serve for a term of 1 year or until their successors assume the duties of ofﬁce. They shall be voting members of the board of directors.
Section 2: Duties of Ofﬁcers
A. Chair of the Board. The chair 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 chair of the board shall, with advice and counsel of the president, assign the vice chair to divisional or departmental responsibility, subject to board approval. The chair of the board shall, with advice and counsel of the vice chairmen and the president, determine all committees, select all committee chair, assist in the selection of committee personnel, subject to approval of the board of directors.
B. Chair-Elect. The chair-elect shall exercise the powers and authority and perform the duties of the chair in the absence or disability of the chair. The chair-elect shall also serve as head of the Program of Work Committee of the chamber. As such, the chair- elect and the committee will be responsible for determining that the program activities of the chamber are of such duration as is required, at all times being alert to ensure that the activities of the chamber are directed toward achieving business and community needs in the area served by the chamber.
C. Vice Chair. The duties of the vice chair 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 chair and board of directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
D. 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 and the president or, in the absence of either or both, by any two ofﬁcers. The treasurer shall cause a monthly ﬁnancial report to be made to the board.
E. President (or preferred title). The president shall be the chief administrative and executive officer. The president shall serve as secretary to the board of directors and prepare notices, agendas, and minutes of board meetings. The president shall serve as adviser to the chair of the board and Program of Work Committee on program planning and shall assemble information and data and prepare special reports as directed by the program of the chamber.
The president shall be a member of the board of directors, the Executive Committee, and all other committees.
With assistance of the divisional vice chair, the president shall be responsible for administration of the program of work in accordance with the policies and regulations of the board of directors.
The president shall be responsible for hiring, discharging, directing, and supervising all employees.
With the cooperation of the Program of Work Committee and the Budget Committee, the president shall be responsible for the preparation of an operating budget covering all activities of the chamber subject to approval of the board of directors. The president shall also be responsible for all expenditures with approved budget allocations.
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 chair of the board, past chair, chair-elect, vice chair, treasurer, and the president. The chair of the board will serve as chair of the Executive Committee.
Section 4: Indemniﬁcation
The chamber may, by resolution of the board of directors, provide for indemniﬁcation by the chamber any of its ofﬁcers or former ofﬁcers as spelled out in Article IV, Section 7 of these bylaws.
Committees and Divisions
Section 1: Appointment and Authority
The chair of the board, by and with the approval of the board of directors, shall appoint all committees and committee chairs. The chair of the board may appoint such ad hoc committees and their chair as deemed necessary to carry out the program of the chamber. Committee appointments shall be at the will and pleasure of the chair of the board and shall serve concurrently with the term of the appointing chair of the board, unless a different term is approved by the board of directors.
It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the board of directors, and carry out such activities as may be delegated to them by the board.
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 has been approved or ratiﬁed by the board of directors.
Committees shall be discharged by the chair of the board when their work has been completed and their reports accepted, or when, in the opinion of the board of directors, it is deemed wise to discontinue the committees.
Section 3: Testimony
Once committee action has been approved by the board of directors, it shall be incumbent upon the committee chair or, in their absence the individuals they designate as being familiar enough with the issue to give testimony, or make presentations before civic and governmental agencies.
Section 4: Division
The board of directors may create such divisions, bureaus, departments, councils, or subsidiary corporations 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 1: Funds
All money paid to the chamber shall be placed in a general operating fund. Unused funds from the current year’s budget can be placed in a reserve account.
Section 2: Disbursements
Upon approval of the budget, the president is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the board of directors. Disbursements shall be by check.
Section 3: Fiscal Year
The ﬁscal year of the chamber shall close on (date).
Section 4: Budget
As soon as possible after the election of the new board of directors and ofﬁcers, the Executive Committee (or Budget Committee if preferred) shall adopt the budget for the coming year and submit it to the board of directors for approval.
Section 5: Annual Audit
The accounts of the chamber of commerce shall be audited annually as of the close of business on (date ending ﬁscal year) by a public accountant. The audit shall at all times be available to members of the organization within the ofﬁces of the chamber.
Section 6: Bonding
The president and such other ofﬁcers and staff as the board of directors may designate shall be bonded by a sufﬁcient ﬁdelity bond in the amount set by the board and paid for by the chamber.
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)(3).
Section 1: Parliamentary Authority
The current edition of Robert’s Rules of Order shall be the ﬁnal source of authority on all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.
Section 1: Revisions
These bylaws may be amended or altered by a two-thirds vote of the board of directors or by a majority of the members at any regular or special meetings, provided that 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 10 days in advance of the meeting at which they are to be acted upon.
Adopted: (date) Amended: (date)