BY-LAWS

FAYETTE COUNTY CHAMBER OF COMMERCE, INC.

ARTICLE I. Name and Office

Section 1. Corporation Name

The name of this Corporation shall be the FAYETTE COUNTY CHAMBER OF COMMERCE, INC.

Section 2. Office of Corporation

The office of the Corporation shall be in Fayetteville, Georgia.

Section 3. Corporate Affairs.

The affairs of this Corporation shall be conducted in accordance with this document and any amendments thereto which may, from time to time, be adopted.

ARTICLE II. Purpose

This Corporation shall be a non-profit, non-partisan, non-sectional, non-sectarian organization, the purpose of which shall be as follows:

To promote business and enhance economic and community development through leadership, service and advocacy for Fayette County.

ARTICLE III. Government

Section 1. Board of Directors

All governance and policy-making responsibilities of the Fayette County Chamber of Commerce shall be vested in the Board of Directors, which shall be responsible for its finances and direct its affairs.

Section 2: Composition of the Board

The Board of Directors shall consist of no less than fifteen (15) and up to twenty-one (21) voting members and the President/CEO, plus, at the discretion of the board, up to a total of four (4) ex-officio board members. The President/CEO and the ex-officio members are non-voting members of the Board.

Section 3. Officers

The Officers of this Corporation shall consist of the Chair, Chair-Elect, two (2) Vice-Chairs, Treasurer, Secretary, Immediate Past Chair, and President/CEO; and shall carry out all duties incident to their offices as directed by the Board of Directors and as prescribed in the by-laws.

Section 4. Board of Directors Meetings

The Board of Directors shall meet no less than quarterly in a fiscal year. It shall also hold an annual planning meeting, at a time and place designated by the Chair-Elect. The Board shall also meet at the call of the Chair at such time and place as designated, or upon request in writing of the majority of the members of the Board of Directors.

Section 5. Eligibility

No person shall be eligible for election as a member of the Board of Directors who is not a member in good standing of the Corporation. No employee of this Corporation shall be eligible for election as a Director, and no Director shall hold an elected political office.

Section 6. Terms of Office and Composition of Board of Directors

Each Director shall be elected to a term of two (2) years unless such election is to fill an unexpired term. In such event, the Director shall only serve that portion of the unexpired term. The Board of Directors shall strive for diversity among the Directors.

Section 7. Term Limits

Notwithstanding any of the foregoing, no Director may serve longer than three (3) two (2)-year terms plus any unexpired term unless the Director is in the executive rotation of chairs (Chair, Chair-Elect, Vice-Chair, or Immediate Past Chair), in which case, he or she may serve up to nine (9) consecutive years. A director that has served three terms may be nominated after a one (1)-year hiatus from the board.

Section 8. Vacancies

The executive committee may fill any vacancy occurring in the Board of Directors or among the Officers with the exception of the Immediate Past Chair, upon approval by the Board.

Section 9. Attendance Requirements

Any member of the Board of Directors who compiles three (3) consecutive absences or two-thirds of the scheduled board meetings within a twelve-month period may be deemed to have voluntarily resigned from the Board of Directors unless an absence is excused. The Board of Directors shall have sole and exclusive discretion to determine whether an absence is excused. The Board shall permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 10. Suspension

Any member of the Board of Directors may be suspended from duty upon written notification by the Executive Committee, for conduct unbecoming a board member or prejudicial to the aims or repute of the Chamber. Any board member so terminated may petition the Board for reinstatement.

Section 11. Rules for Meeting

Robert’s Rules of Order, Revised, shall prevail at all membership and Board meetings.

Section 12. Voting

a.  Votes on normal actions of material transactions.
For the normal actions of material transaction, a simple majority of the voting members present is required.

b.  Votes on consent agenda
Votes to approve the consent agenda may be cast using electronic signatures of those not present

c.  Votes on by-laws
By-laws revisions require a 2/3rds affirmative vote of the current number of voting members.

d.  Votes on budgets
Budget approval requires a 2/3 rds affirmative vote of the current number of voting members.

e.  Votes at special meetings
Votes at special meetings not addressing by-laws or budget require an affirmative vote of half plus one of the number of voting members. All e-mail or teleconference votes shall be reported and the vote decision included in the minutes of the following regular board meeting.

f.  Electronic voting/action without a meeting

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting upon the affirmative vote of a majority of the Directors. Such action shall be described in writing preceded by:

ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS

Upon the signature below (or consent by attached e-mail), a majority of the Members of the Board of Directors of the Fayette County Chamber of Commerce, a Georgia nonprofit corporation, does hereby consent to the following actions of the Board, approving this action in lieu of a meeting as permitted pursuant to the Georgia Business Nonprofit Corporation Code §14-3-821(a) and the by-laws of the corporation and directing that this action be included in the minute book of the corporation.”

Such action shall clearly indicate the effective date of the vote and together with a list of all persons voting in support thereof, shall be filed with the minutes. Votes for or against any action to be taken without a meeting may be cast by manual signature, e-mail, fax, electronic signature, or PDF, in each case as determined in the sole discretion of the Chair.

Section 13. Minutes of Proceedings

The Board of Directors shall keep in the office of the Corporation a complete set of minutes of all its proceedings, which shall be open to the inspection of members at any time.

Section 14: Special Meeting

The Board Chair may call for a special meeting when a time-sensitive matter requires immediate board action before the next regular board meeting takes place. This special meeting must be announced to all Board members to their contact information provided. The meeting may be in person, via telephone, teleconference or e-mail. Said announcement shall state clearly and exactly the resolution or matter to be voted upon, the manner of the vote, and the deadline for a vote and the communication methods by which to cast votes. Board members are free to disseminate information to all other Board members prior to the vote. Any discussion may be held via email, regular mail, facsimile, teleconference, or other method of disseminating information.

Section 15. Conflicts of Interest

All members of the board shall be given a copy of the Conflict of Interest Policy, and are required to review, complete and sign, agreeing to abide by such policy.

ARTICLE IV. Membership

Section 1. Qualifications for Membership

Any person, association, corporation, partnership or estate having an interest in the objectives of the Corporation shall be eligible to apply for membership. Applications for membership shall be in writing, on forms provided for that purpose, signed by the applicant and submitted to the office of the Corporation.

Section 2. Membership Termination

Termination of membership shall occur under the following circumstances:

a.  Any member may resign from the Chamber upon request;

b.  Any membership shall be considered terminated for non-payment of dues past thirty (30) days from the date due unless otherwise extended for good cause; or

c.  Any member may be expelled by a two-thirds (2/3) 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. Any member so terminated may petition the Board for reinstatement.

ARTICLE V. Annual Meeting

A general membership meeting shall be held during the first quarter each year. Additional general membership meetings may be called at any time by the Chair with proper notice to the membership at large. Said notice shall include time, date, and place of meeting and the general nature of the business to be discussed.

ARTICLE VI. Dues

Membership dues shall be at such rate or rates, schedule or formula as, from time to time, may be prescribed by the Board of Directors and are payable in advance, bi-annually, quarterly or monthly.

ARTICLE VII. EXECUTIVE cOMMITTEE

Section 1. Duties of the Chair

The Chair shall be Chair of the Board of Directors for a one-year term and preside at all meetings of the Corporation or shall designate someone with authority to preside. He or she shall perform all duties incident to his or her office and advise such action as he or she may deem likely to increase the efficiency and effectiveness of the organization. He or she shall be an ex officio member of all regular and special committees. The Chair shall furnish to the Executive Committee his or her written evaluation of the performance of the President/CEO for the prior twelve months no later than the first quarter of the year immediately following his or her term.

Section 2. Duties of the Chair-Elect

The Chair-Elect shall exercise the powers and authority and perform the duties of the Chair in the absence of the Chair. The Chair-Elect shall serve as Chair of the Nominating Committee which convenes to select Officers and Directors for his or her term as Chair. The Chair-elect presides at the annual planning meeting to discuss the business of the Corporation and to prepare the business plan for the following year. The Chair-elect serves on the Executive Committee and may be assigned areas of responsibility by the Chair of the Board.

Section 3. Duties of the Vice-Chairs

Vice-Chairs serve on the Executive Committee and may be assigned areas of responsibility by the Chair of the Board.

Section 4. Duties of the Treasurer

The Treasurer shall review financial statements and insure a monthly financial report is prepared and delivered to the Board of Directors, have general supervision of all corporate funds and securities and ensure that financial policies are adhered to. The Treasurer serves on the Executive Committee. The Treasurer shall be the Chair of the Finance Committee. The Treasurer serves on the Executive Committee and may be assigned areas of responsibility by the Chair of the Board.

Section 5. Duties of the Secretary

The Secretary shall serve as the secretary to the Board of Directors and be responsible for reviewing the minutes of all meetings of the Executive Committee and the Board of Directors. The Secretary serves on the Executive Committee and may be assigned areas of responsibility by the Chair of the Board.

Section 6. Duties of the Immediate Past Chair

The Immediate Past Chair shall be a member of the Executive Committee and Board of Directors and may be assigned areas of responsibility by the Chair of the Board.

Section 7. Selection and Duties of President/CEO

There shall be a President and Chief Executive Officer of the Corporation, selected by the Executive Committee, who shall serve until his or her resignation shall have been accepted by the Executive Committee or until the Executive Committee determines his or her services are prejudicial to the best interest of the Corporation. The President/CEO shall be a non-voting member of the Board of Directors, the Executive Committee, and may be a non-voting member on all committees and task forces. The President/CEO shall be responsible for hiring, discharging, directing and supervising all employees of the Corporation. Guided by the Vision and Mission Statements, he or she shall be responsible for the preparation of an operating budget covering all activities of the Corporation, subject to the approval of the Board of Directors. He or she shall be responsible for all expenditures with approved budget allocations. He or she is responsible for conducting all official correspondence and execution of contracts.

ARTICLE VIII. Election of Officers and Directors

Section 1. Nominating Committee

Prior to the regular June meeting of the Board of Directors each year, the Chair-elect shall appoint no less than three (3) and no more than five (5) members of the Chamber in good standing to serve on the Nominating Committee. This committee shall be comprised of the Chair-Elect, who shall serve as committee chair, and at least one (1) board member whose membership is in the first year of a two-year term and two (2) members of the membership at large, who shall not be seeking to serve as Directors or Officers. The President/CEO also serves on the nominating committee as a non-voting member.