BYLAWS

OF

RICHMOND CHAMBER OF COMMERCE

A California Corporation


GENERAL
ARTICLE 1

Section 1 – NAME

              The name of this corporation shall be the Richmond Chamber of Commerce and may be referred to in these Bylaws as “the Chamber”. The Chamber shall have its principal office for transaction of business in the City of Richmond, County of Contra Costa, and the State of California.

Section 2 – PURPOSE

              The purposes of the Chamber are:

  1. To promote and encourage the development of production, commercial and business interests in of the City of Richmond, the County of Contra Costa, and the State of California;
  2. To encourage the location of the manufacturing, industrial, and small- and medium-sized businesses to Richmond and foster and maintain cordial relations with communities in Contra Costa County and the neighboring counties;
  3. To establish reciprocal relations with the neighboring cities, towns and communities of the Bay Region;
  4. To assemble, preserve and disseminate information concerning Richmond to those seeking homes, commercial and industrial locations in California;
  5. To maintain an intelligent and unselfish interest in the development and support of good streets, highways, schools, and public parks and places;
  6. To aid in expanding and improving transportation facilities; and
  7. To act harmoniously for the moral and civic integrity of Richmond, to grow Richmond’s economy and foster the general welfare of the community, including health and the environment.

Section 3 – AREA

The area to be served by the Chamber shall be the City of Richmond.

 

Section 4 – LIMITATION OF METHODS

              The Chamber 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.

 

ARTICLE II

MEMBERSHIP

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 – ELECTION

              Applications for membership shall be in writing, on forms provided for that purpose, and signed by an authorized representative of the applicant. The application must be accompanied by a payment of the first year’s membership investment. When appropriate, the Executive Committee can review membership applications in those instances when the President/CEO would like to seek their counsel.

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 annually in advance.

Section 4 – TERMINATION

  1. Any member may resign from the Chamber upon written request to the Board of Directors;
  2. Any member can be expelled by the Board of Directors by a majority vote for nonpayment of dues after one hundred and twenty (120) days from the due date, unless otherwise extended for good cause;
  3. 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 the 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 one vote.

Section 6 – EXERCISE OF PRIVILEGES

              Any firm, association, corporation, partnership, or estate holding membership may supply to the Chamber the name of a “designated representative” whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its designated representative upon written notice. The person whose name is signed to the membership application shall be presumed to be the designated representative of the member in the absence of such written notice.

Section 7 – ORIENTATION

              At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new Directors, officers and Directors, Committee leaders, Committees and new members.

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 of vote.

 

ARTICLE III

MEETINGS OF MEMBERS

Section 1 – ANNUAL MEETING

              The annual meeting of the membership shall be held within the City of Richmond, California or such place within the County of Contra Costa, California as the Board of Directors may designate. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

Section 2 – SPECIAL MEETINGS OF MEMBERS

              A special meeting of the members may be called at any time by the Chair, the Board of Directors or upon petition in writing of any 5% of members in good standing.

  1. Notice of Special meetings shall be mailed to each member at least ten (10) days prior to such meetings and shall contain a statement of the general nature of the business to be transacted.
  2. If the action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
  3. Filing vacancies of the Board of Directors by the members
  4. Amending the Articles of Incorporation
  • Approving a contract or transaction in which a Director has a material financial interest
  1. Approving a plan for distribution of assets, other than cash, in liquidation when the corporation has more than one class of memberships outstanding.

Section 3 – QUORUM

  1. Five percent (5%) of the members shall constitute a quorum for the transaction of business at a meeting of the members; provided, however, if less than one-third of the voting power actually attends, then only those matters notice of the general nature of which was given to the members at least ten (10) days before the meeting which complies with the provisions of these of these Bylaws, may be voted upon.
  2. The members present at a duty called or duty held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

 

ARTICLE IV

BOARD OF DIRECTORS

Section 1 – AUTHORITY

  1. The government of the Chamber of Commerce, direction of its work, the control of its finances and property and the control and direction of its President/CEO shall be vested in a Board of Directors consisting of twenty-four (24) voting members.
  2. The Board of Directors is responsible for establishing procedure and formulating policy of the organization. They are also responsible for adopting all policies of the organization, including Board member roles, responsibilities and confidentiality. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as necessary.

Section 2 – TERM OF OFFICE

Eight (8) members of the Board of Directors shall be selected and elected annually for a period of three (3) years in accordance with the procedures set forth in section 3 of this Article.

Section 3 – SELECTION AND ELECTION OF DIRECTORS

  1. Nominating Committee. At the regular August Board meeting, the Chair of the Board shall appoint, subject to approval by the Board, a Nominating Committee of five (5) members of the Chamber Board. The Chair shall designate the Chair of the Committee. Prior to the regular September Board meeting, the Nominating Committee shall present to the President/CEO a slate of no more than eight (8) candidates to serve three-year terms to replace the Directors whose regular terms are expiring. Notwithstanding Section h of this section, each candidate must be an active member in good standing and must have agreed to accept the responsibility of directorship. Nothing in this paragraph shall preclude such a Director from serving as an appointed Board Member.

 

  1. Notice of Nominations. The list of candidates nominated by the Nominating Committee shall be communicated to the membership of the Chamber within fourteen (14) days of the regular September Board meeting by means of the Chamber mailing to the Members. The list of candidates need not be mailed separately, but may be a part of a newsletter, general communication, invitation, or other communication between the Chamber and its Members.

 

  1. Nominations by Petition. Additional names of the candidates for Directors may be nominated by petitions bearing the genuine signatures of at least ten members in good standing of the Chamber.

 

  1. Such petition shall be filed with the President/CEO of the Chamber not less than fourteen (14) days following the mailing of the list of candidates nominated by the Nominating Committee. The President/CEO shall forthwith deliver any such petitions to the Chair of the Nominating Committee and the Nominating Committee shall make a final determination of the legality of any such petition.

 

  1. Determination. If no petition is filed within the designated period the nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of Directors at their regular October Board Meeting.

 

  1. Election at General Meeting. If a legal petition shall present additional candidates, the vote shall take place at a general membership meeting to be convened in November for the purpose of electing new members to the Board. Notice of the November meeting shall include a notice of the opportunity to vote for nominees to Directorships and shall include a copy of the ballot which will be handed out at the meeting. The meeting may also include such other activities as the Board may direct.

 

  1. Ballot. The names of the all the candidates shall be arranged on a ballot in alphabetical order. After the name of each nominee there shall be a brief statement of the nominee’s background and qualifications prepared by the nominee and edited in the sole and absolute discretion by the Nominating Committee. Instructions will be to vote for no more than eight candidates.

 

  1. Election. A Ballot shall be handed out to the attendees at the November meeting. The Ballot shall be marked in accordance with the instructions printed on the Ballot and handed in at the November meeting to the President/CEO. The Board of Directors shall meet immediately following the November general membership meeting to receive the report on the election by the Judges and to declare the nominees with the greatest number of votes elected to the Board.

 

  1. Board Member Qualifications. Board member nominees shall be members of the Richmond business community, either by employment or by means of owning a business or non-profit in Richmond.

 

Section 4 – ASSUMPTION OF OFFICE

              All newly elected Board members shall assume the duties of the office on the first day of January following their election and shall be participating members of the Board thereafter, replacing those Directors whose terms have expired.

Section 5 – ABSENCES

              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 of the Board, unless confined by illness or other absence approved by the President/CEO or a majority of a quorum of the Board of Directors voting at any meeting thereof. During a 12-month calendar period, Board members should attend 75 percent of the monthly board meetings. Should a Board member be absent without excuse beyond 75 percent, then they shall be automatically dropped from membership of the Board.

Section 6 – BOARD MEETINGS

The Board of Directors shall meet at least once each calendar month. The Board of Directors may, at any time by majority vote, change the regularly scheduled monthly meeting date. Special meetings of the Board of Directors may be called by the Chair of the Board or any three Directors, provided that notice shall be given to each Director, stating the time, place and the purpose of the meeting not less than three hours preceding the meeting.

Section 7 – QUORUM

At any regular or special meeting of the Board a majority of the Directors on the Board shall constitute a quorum. A meeting at which a quorum is initially present may constitute to transact business, notwithstanding the withdrawal of the Directors, if the action taken is approved by at least a majority of the required quorum for that meeting.

Section 8 – ACTION WITHOUT A MEETING

              Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the corporation is a party and who is an “interested director” as defined in Section 5233 of the California Corporations Code shall not be required for approval or that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.

Section 9 – MEETINGS BY TELEPHONE

              A regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members either before or after the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

Section 10 – EMERGENCY ACTION WITHOUT A MEETING

              In the event that there arises a matter upon which the President/CEO or any two members of the Board of Directors believe the Chamber should act where there is insufficient time to address the issue at the next regular meeting of the Board of Directors or to convene a special meeting, the Board may take action without a meeting provided that:

  1. The President/CEO or designee has polled, by phone, in person, by e-mail, by fax, by postal service or by courier, all of the Directors; two-thirds of those actually responding to the President/CEO’s poll and at least thirteen (13) Directors vote in writing in favor of the proposed action; and the facts of the polling and the votes are recorded in writing and appended to the minutes of the next meeting of the Board of Directors.
  2. Alternatively, there is unanimous support by the members of the Executive Committee.

Section 11 – RESIGNATION

Any Director may resign, effective immediately or at a later time specified by the Director, by a written notice to the Chair, or the Board of Directors. If the resignation is effective at a future time, a successor may be selected in advance to fill the vacancy when the resignation becomes effective.

Section 12 – VACANCIES

              Persons to fill vacancies on the Board of Directors, or among the officers, shall be nominated by the Chair of the Board and confirmed by a majority vote of the Board of Directors. A Director who fills a vacancy on the Board shall be elected to the vacancy which has the shortest remaining term duration.

Section 13 – FEES AND COMPENSATION

Directors and members of committees shall serve without compensation for their services. This shall not preclude any Director from serving the Chamber in any other capacity, as an officer, agent, employee, or otherwise, and receiving compensation for that service.

Section 14 – MANAGEMENT

The Board of Directors shall employ a President /CEO. The President/CEO shall hire all other staff personnel as the Board may deem appropriate.  The Board shall fix the salary and other considerations of their employment. The President/CEO shall be responsible for all aspects of running the Chamber’s day-to-day activities. The board will be consulted on all personnel matters including salary administration and benefits and on major initiatives and fundraisers.

 

Section 15 – INDEMNIFICATION

The Chamber shall provide for, by resolution of the Board of Directors, indemnification by the Chamber of any and all of its Directors or former Directors 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 any party, by reason of having been Directors of the Chamber, except in relation to matters as to which such director shall be adjudged in such action, suit or proceeding to be liable for gross 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 gross negligence or misconduct.

 

ARTICLE V

OFFICERS

Section 1 – DETERMINATION OF OFFICERS

              At the next regular Board meeting after the election of the new directors as prescribed in Article IV Section 3, the outgoing Chair of the Board will accept nominations of officers for the upcoming year. Officers to be nominated are: Chair of the Board, Chair-elect, First Vice-Chair, Vice-Chair of Finance and up to three Council Vice Chairs as are deemed necessary to conduct the activities of the Chamber. The Vice Chair of Finance shall also serve as the Chief Financial Officer of the corporation. Officers may be selected only from members of the new Board. All officers shall serve for a term of one (1) year beginning on the first day of January following their election or until their successors assume the duties of office, and they shall be voting members of the Board of Directors.

Section 2 – DUTIES OF OFFICERS

  1. Chair of the Board. The Chair shall serve as the chief elected officer of the Chamber and shall preside at all meeting of the membership, Board of Directors and Executive Committee. The Chair shall, with the advice and counsel of the President/CEO, assign Vice Chairs to divisional or departmental responsibility, subject to the Board of Directors approval. The Chair shall, with advice and counsel of the Executive Committee, determine all committees, select all committee leaders, and assist in the selection of committee personnel, subject to approval of the Board of Directors.

 

  1. 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. He or she shall succeed to the office of Chair in the event of Vacancy in that office.

 

  1. Vice Chair(s). The first Vice Chair and the up to three Council Vice Chairs shall have under their immediate jurisdiction those councils and committees as may be assigned by the Chair and approved Board of Directors.

 

  1. Vice Chair-Finance. The Vice Chair-Finance shall be the Chief Financial Officer of the corporation and 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. The Vice Chair-Finance shall present a financial report in the form approved by the Board from time to time at each regular meeting of the Board of Directors and the annual meeting of the members of the Chamber. The Vice Chair-Finance shall also be Chair of the Finance Committee. Checks are to be signed by the Vice Chair-Finance, a second officer designated by resolution of the Board of Directors, or in the absence of the Vice Chair-Finance by any two officers designated by resolution of the Board of Directors.

 

  1. President/CEO. The President/CEO shall be the Chief Administrative Officer. The President/CEO shall serve as secretary to the Board of Directors, and cause to be prepared notices, agendas, and minutes of meetings of the Board.

The President/CEO shall serve as advisor to the Chair of the Board on program planning, and shall assemble information and data and cause to be prepared special reports and meetings as directed by the Chair.

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

The President/CEO shall be responsible for hiring, discharging, directing and supervising employees.

The President/CEO and such staff or volunteers as may be assigned to work with the finance committee shall assist the Vice Chair-Finance in the preparation of an operating budget covering all activities of the Chamber, subject to approval of the Board of Directors.

The President/CEO shall be responsible for monitoring expenditures to stay as closely as possible within approved budget guidelines.

  1. Coverage in Absence of President/CEO. In the event of anticipated prolonged absence or disability of the President/CEO, the Board of Directors may designate a person or persons to carry out the functions and responsibilities of the President/CEO in the absence of the President/CEO.

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, Immediate Past Chair, Chair-elect, Vice Chair(s), Vice Chair-Finance, and the President/CEO. The Chair will serve as head of the Executive Committee.

 

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 in the same manner in which it provides for indemnification of Directors as set forth in Article IV Section 15 of these Bylaws.

 

ARTICLE VI

COMMITTEES AND COUNCILS

Section 1 – CHAMBER STANDING COMMITTEES

              The Richmond Chamber Board will have three (3) standing committees, as follows: Government Relations, Economic Development and Chamber Ambassadors. The Chamber Board shall approve the definition and purpose of each Standing Committee.

  1. The chair of each committee must be a current director of the Chamber Board,
  2. Each committee shall have a minimum of five (5) members and meet once a month.
  3. The Committee Chair or representative will present updates of committee meetings and recommendations (when applicable) at each Board of Directors monthly meeting.

Section 2 – APPOINTMENT AND AUTHORITY

              Notwithstanding the requirements of Section 1 of this Article, the Chair of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee leaders. The Chair may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the Chair and shall serve concurrent with the term of the appointing Chair, 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 to carry on 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 shall have 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 leaders to give testimony to, or make presentation before, civic and governmental agencies.

Section 4 – COUNCILS   

              The Board of Directors may create such councils, divisions, bureaus, departments, or subsidiary corporations as it deems advisable to handle the work of the Chamber.

              The Board shall authorize and define their powers and shall annually review and approve all activities and proposed programs of such councils, divisions, bureaus, departments or subsidiary corporations including collection and disbursement of funds.

              No action or resolution of any kind shall be taken by councils, divisions, bureaus, departments, or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.

Section 5 – MEETINGS OF COMMITTEES AND COUNCILS

              Committee and Council meetings may be called at any time by the Chair of the Board, the Vice Chair responsible for that Committee or Council. A majority of the membership of the Committee or Council shall constitute a quorum except that when a Committee consists of more than 9 members, five shall constitute a quorum.

ARTICLE VII

FINANCES

Section 1 – FUNDS

              All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account.

Section 2 – DISBURSEMENTS

              Upon approval of the budget, the Vice Chair-Finance 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.

Section 3 – FISCAL YEAR

              The fiscal year of the Chamber shall be Calendar year.

Section 4 – BUDGET

              As soon as possible after election of the new Board of Directors and Officers, the Finance Committee shall present the draft budget and vote to adopt the budget for the coming year and submit it to the Board of Directors for approval.

Section 5 – ANNUAL FINANCIAL REVIEW

              The Accounts of the Chamber shall be reviewed annually as of the close of business on the last day of December of each year by a certified public accountant. The review shall at all times be available to members of the organization within the offices of the Chamber.

Section 6 – BONDING

              The President/CEO, the Vice Chair-Finance and such other Officers and staff as the Board of Directors may by resolution designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for the Chamber.

 

ARTICLE VIII

DISSOLUTION

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 as those terms are defined under Internal Revenue Code Section 501 (C)(3), or Chambers of Commerce and similar organizations as defined in Internal Revenue Code Section 501 (C)(6).

              The selection of any such organizations and the distribution and disbursement of funds shall be made by the last duly constituted Board of Directors or such persons as may be duly appointed to preside over the dissolution of the corporation under the provisions of the California Corporations Code. In effecting such distribution, organizations providing services within the area served by the Chamber, as defined in Article 1 Section 3 of these Bylaws, shall be preferred.

 

ARTICLE IX

PARLIAMENTARY AUTHORITY

 

Section 1 – PARLIAMENTARY AUTHORITY

              The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Articles of Incorporation or Bylaws of the Chamber.

 

ARTICLE X

AMENDMENTS

Section 1 – REVISIONS  

              These Bylaws, other than a Bylaw fixing or changing the authorized number of Directors, may be amended or altered by two-thirds (2/3) vote of the Board of Directors. These Bylaws may be amended or altered by a majority of the members at any regular or special meeting or by written assent of majority of the members, providing the notice for the meeting of notice requesting written assent 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, or the date set for return of written assent

 

CERTIFICATE OF ADOPTION BYLAWS

Approved by the Board of Directors at the April 14, 2018 Board Meeting.