These By-Laws are enacted pursuant to Article V of the Constitution of the Westerville Area Chamber of Commerce and may be amended by a majority vote of the Board of Trustees.

The Westerville Area Chamber of Commerce is an association of businesses providing dynamic leadership and advocacy in the community on behalf of our members has as its principal purpose the establishment of active leadership in the community on behalf of its stakeholders and area businesses.

1. MEMBERSHIP.

A. Membership in the Chamber shall be granted upon acceptance of application by the Chamber, supporting the objectives of the organization and payment by the applicant of the dues as prescribed by the Board of Trustees. The Chamber does not discriminate in the approval of its members based on color, religion, sex, national origin, disability, veteran’s status, race, age or any other legally protected groups.

B. The categories of membership shall be the following:

Business: Available to any Board approved business.

Associate: Available to any employee or subsidiary company of a business member.

Lifetime: Available to an individual in honor of that individual’s extraordinary service to the Westerville Area Chamber of Commerce, the Westerville community, or the Westerville School District.

Individual: Available to an individual who resides in the Westerville area and who is not otherwise eligible for Business/Associate membership.

Civic/Community Service Organizations: Available to organizations in the Westerville area such as Rotary, Jaycees, symphony, churches, etc.

C. Only the following categories of membership shall have voting privileges:

Business: One (1) vote.

Lifetime: One (1) vote.

D. Each category of membership shall have the following membership privileges.

Business: Full privileges of membership.

Associate: Full privileges of membership.

Lifetime: Full privileges of membership and exemption from paying membership investment fees.

Individual: All privileges of membership except the participation of group rated benefit plans.

Civic/Community Service Organizations: All privileges of membership except the participation of group rated benefit plans.

E. All membership shall be for a period of one year on a calendar year basis or advance payment is received for consecutive two year membership with the exception of the Lifetime category that shall extend for the life of the individual.

2. MEMBERSHIP INVESTMENT FEES.

Membership investment fees shall be prescribed by the Board of Trustees and be assessed on a calendar year basis. A Statement of a membership investment fee shall be sent to each member in December for the following year. Payment shall be due January 31 for the year assessed. If payment of a membership investment fee is not made by March 31, voting rights and all membership privileges shall be suspended.

3. OFFICERS.

A. Officers. The officers of the Chamber shall consist of those Board positions as designated in Article II, Section V of the Constitution. The offices of Treasurer and Secretary may be held by the same person. If one person is elected to the offices of Treasurer and Secretary, that person shall be known as the Secretary/Treasurer, and all of the duties and authority assigned to, and all of the references made to, both the Treasurer and the Secretary shall apply. All officers, as members of the Board of Trustees, must during their entire terms, serve as business members in good standing of the Chamber. The officers shall have the authority to perform the duties prescribed, including serving as members of the Executive Committee (as defined in Section 7A) and such other duties as the Board of Trustees may authorize.

B. Chair. The Chair shall be the chief presiding officer of the Chamber. He or she shall preside over all meetings of the Board of Trustees, members, and Executive Committee, and shall be an ex-officio member of all other committees. In addition, the Chair shall perform such other duties as may be prescribed by the Board of Trustees. The Chair shall in all respects be subject to the control and authority of the Board and shall report at each meeting of the Board on all of his or her activities.

C.        Chair-Elect. The Chair-Elect shall succeed to the Chair of the Board at the end of the term for which his or her predecessor was elected. The Chair-Elect shall oversee the government relations department and perform such duties as delegated to him/her by the Board or the Chair of the Board.

D.        Immediate Past Chair. The Immediate Past Chair, who served as Chair of the BOT the prior year, shall serve as a member of the Executive Committee and oversee committees as assigned by the present Chair of the BOT. At the conclusion of serving the term as the Immediate Past Chair, said person shall serve one (1) year as a member of the Chamber Foundation Board.

E.         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 Trustees.

The Treasurer shall have oversight responsibility of the financial actions taken by and approved by the President/CEO of the Chamber. The Treasurer shall render a report of the condition of the Chamber finances at least quarterly to the Board and at such other times as shall be necessary.

F. Secretary. The Secretary shall keep and maintain custody of, ensure the accuracy of, and be responsible for all records of the Chamber. Without limiting the generality of the foregoing, the Secretary shall verify and maintain the minutes of the meetings of the Board of Trustees, see that all notices are duly given in accordance with the By-Laws and as required by law, be custodian of the records of the Chamber, attest all documents which have been duly authorized by the Board and as required by law, and in general perform all duties incident to the office of Secretary and such other duties as may be assigned to him/her by the Board or the Chair.

G. Election and Term of Office. The Chair, Chair-Elect, Treasurer and Secretary must be elected annually by the Board of Trustees not later than the Board’s first meeting of each calendar year. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of one (1) year or until a successor is duly elected and qualified.

H. Removal. The Board may remove from office by majority vote any officer whenever in its judgment the best interests of the Chamber would be served.

I. Resignations. Any officer may resign at any time by giving written notice to the Chair or the President/CEO. Any such resignation will take effect at the date of receipt of such notice or at any later time specified. Unless otherwise specified, the acceptance of any resignation will not be necessary to make it effective.

J. Vacancies. Any vacancy in any office because of death, resignation, removal, disqualification or otherwise, will be filled by the Board of Trustees for the unexpired portion of the term, at the next regular or special meeting of the Board.

4. PRESIDENT/CEO

The President/CEO is the chief executive officer of the Chamber and is responsible for day-to-day operations and implementing Board-approved policies and procedures. The President/CEO’s responsibilities include, but are not limited to, coordination of Chamber objectives, organizational structure and procedures; motivation of volunteers and staff; income and expenditure control in accordance with the Board-approved budget; maintenance and growth of membership; employment, training and supervision of staff; maintenance of Chamber facilities; and long range planning. The President/CEO reports to the Board of Trustees in fulfillment of his/her responsibilities.

The President/CEO shall be responsible for hiring, discharging, directing and supervising all employees. Upon the request of the President/CEO the Board of Trustees may also approve additional employee positions to support the goals and objectives of the Chamber as the Board deems necessary and appropriate.

5. SELECTION AND ELECTION OF TRUSTEES.

A. Nominating Committee. At the August Executive Committee Meeting the Nominating Committee shall present a slate of candidates to serve three-year terms to replace the Trustees 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 Trustee. No elected official may be considered as a candidate or serve as an active Trustee. No Board member who has served (2) consecutive three-year terms as a Trustee is eligible for election to the third term. A period of one (1) year must elapse before eligibility is restored.

B. Notice to Membership. Prior to August 10, the President/CEO shall notify the membership of the forthcoming elections of Trustees and invite the membership to submit names of interested candidates for consideration by the Nominating Committee.

C. Publicity of Nominations. Upon receipt of the report of the Nominating Committee, the President/CEO shall immediately notify the membership by mail of the names of persons nominated as candidates for Trustee and the right of nomination by petition within (10) business days.

D. Nominations by Petition. Additional names of candidates for Trustee can be nominated by petition bearing the genuine signature of at least five (5) qualified members of the Chamber. Such petition shall be filed with the Nominating Committee within ten (10) calendar 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.

E. Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be elected by the Board of Trustees at their regular September Board Meeting.

If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. The Executive Committee shall mail this ballot to all active members at least fifteen (15) calendar days before the regular October Board Meeting.

The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber office within ten (10) calendar days. The instructions shall include voting for a maximum of six (6) candidates. The Board of Trustees shall, at their regular October meeting, declare the six (6) candidates with the greatest number of votes, elected.

F. Judges. The Executive Committee shall serve as judges for the election. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the Board of Trustees.

G. Vacancies. At the next regular meeting of the Board of Trustees following a board resignation, retirement, or removal of any Trustee, the Nominating Committee shall present the name(s) of one or more nominees to fill such vacancy. The person so elected shall commence serving the balance of the term for which he/she is elected. An appointed Trustee continues to be eligible for the standard two (2) three-year terms.

6. SEATING OF NEW TRUSTEES.

All newly elected Board members shall be seated at the regular January Board meeting and shall be participating members thereafter. Retiring Trustees shall continue to serve until their successors are seated at the January meeting.

7. EXECUTIVE COMMITTEE.

A. Members. The Executive Committee shall consist of the Officers and the Vice Chair of Stakeholder Services and the Vice Chair of Economic Development. The Chair of the Board shall serve as the Chairperson. The President/CEO is responsible for the minutes of each meeting.

1. Vice Chair of Stakeholder Services. The Vice Chair of Stakeholder Services shall oversee all committees determined by the Board that relate to Chamber stakeholder services. He/she shall be an ex-officio member of all such committees, and shall report to the Board at its monthly meetings, to the Chair and the President/CEO as necessary. The Vice Chair shall perform additional duties as delegated to him/her by the Board or the Chair.

2. Vice Chair of Economic Development. The Vice Chair of Economic Development shall oversee all committees determined by the Board that relate to economic development. The Vice Chair shall be an ex-officio member of all such committees, and shall report to the Board at its monthly meetings, to the Chair and the President/CEO as necessary. The Vice Chair shall perform such additional duties as delegated to him/her by the Board or the Chair.

The Executive Committee shall meet monthly or at such other intervals as directed by the Chair, to act on matters within their authority. The Chair shall report at each regular meeting of the Board of Trustees on the activities and actions of the Executive Committee. Each member of the Board shall receive a copy of the Minutes of each meeting of the Executive Committee.

The Executive Committee is empowered by the Board to advise and assist the President/CEO in carrying out the normal day-to-day affairs of the Chamber, consistent with the long-range strategic plan approved by the Board and such other matters as authorized by the Board.

The Executive Committee is empowered by the Board to monitor and approve all routine financial transactions of the Chamber, so long as such transactions are consistent with the annual operating budget approved by the Board. The Executive Committee is further authorized to act upon any financial transaction which violates the approved operating budget if the President/CEO declares the need for such action to be an emergency and advises that delay in acting would be detrimental to the best interests of the Chamber. Any action taken by the Executive Committee on an emergency basis must be presented for ratification at the next regularly scheduled meeting of the Board of Trustees.

8. STANDING COMMITTEES.

Standing committees are established by the Board to carry out the goals and objectives of the Chamber. The Board may, from time to time, establish additional committees or abolish existing committees by a majority vote.

The standing committees of the Chamber are:

A. Nominating Committee. The Nominating Committee shall solicit nominations for members to serve as Trustees and shall present recommendations to the Board of Trustees for the election of Trustees at large and to fill vacancies on the Board. The Nominating Committee shall be chaired by the Immediate Past Chair of the Board.

B. Ambassadors Committee. The Ambassadors Committee shall organize and coordinate other Chamber members to serve as “good will” ambassadors to retain members and serve as their voice for business needs and issues.

C. Business Development Committee. The Business Development Committee shall identify ways in which the Chamber can become involved with business growth and development as the community expands. The committee shall work in partnership with the City of Westerville and the Westerville City School District to expand the community economic development efforts.

D. Education Committee. The Education Committee shall oversee partnerships among schools and businesses and keep the resources list updated of the PAWS (Partners for Achievement in Westerville Schools) and maintain continuity for the BEST effort.

E. Evening of Elegance Auction Committee. This committee shall organize and coordinate the annual Evening of Elegance Auction event. A portion of the proceeds of the auction are allocated to the General Contribution Funds of the Chamber and may at the board’s discretion benefit scholarships for local students through the Chamber Foundation.

F. Golf Outing Committee. The Golf Outing Committee shall organize and coordinate the annual golf outing for Chamber members and guests.

G. Government Relations Committee. This committee shall research and report to the Board at the request of the Executive Committee or the Board on ballot issues to recommend a Chamber position. Additionally the committee may research and report to the board Federal, State or local legislation or public policy issues that may affect local business activity and that meet the Government Relations approved Agenda. This committee has the option to conduct research and recommend to the Chamber Board of Trustees a position on candidates running for local, state and federally elected positions. The Board of Trustees has the option to take positions on issues and candidates.

H Music & Arts Festival Committee. This committee shall organize and coordinate the annual Music & Arts Festival, which is sponsored by the Chamber, and serves as a primary source of non-dues income.

I. Program Committee. The Program Committee shall develop programs and special events to promote membership involvement and contacts between members.

J. Communications Committee. This Committee shall conduct an overall public relations and marketing effort on behalf of the Chamber, its members, activities and programs and enhance electronic and internet marketing for the Chamber.

9. AD HOC COMMITTEES.

The Chair, subject to approval of the Board of Trustees shall appoint ad hoc committees. Ad hoc committees shall report to the Board in the fulfillment of their duties. These committees are established for a specific purpose or goal, and shall exist only for the period necessary to accomplish their task. Any committee of the Chamber not specifically designated as a Standing Committee shall be an Ad Hoc Committee.

10. CHAMBER LIAISON APPOINTMENTS.

The Board of Trustees shall appoint representatives of the Chamber to the Boards of various community organizations. These representatives must at the time of their appointment and during their term of service be members in good standing of the Chamber. These representatives are appointed at the request of a particular organization. A liaison appointment shall typically be for a term of two (2) years, unless a different term is specified by the organization involved. Liaisons may be considered for reappointment at the end of the two-year term.

The Chamber may appoint liaisons to the following community organizations:

A.                Caring and Sharing
B.                Westerville Chamber Foundation
C.                Westerville Fund
D.              Westerville Uptown Merchants Association (reciprocal membership; no term imposed)
E.               Westerville Visitors & Convention Bureau (reciprocal membership)

11. COMMITTEE CHAIRS.

Committee Chairs shall be appointed by the Board Chair, and shall serve a one (1) year term ending December 31 of each year, committee chairs may be asked to serve a second consecutive year.

12. BOARD OF TRUSTEE MEETINGS.

The Board of Trustees shall meet in regular session on the second Thursday of each month. The Chair may call a special meeting of the Board as necessary, with a minimum of twenty-four (24) hours notice to the Trustees. The presence of more than 50%, but not less than eleven (11) of the Board members will constitute a quorum for the transaction of any regular or special business of the Board of Trustees. (This quorum is also used for Executive Committee Meeting transactions.)

13. BOARD MEETING AGENDA.

All regular meetings of the Board of Trustees shall be conducted pursuant to an agenda provided to the Trustees prior to every regularly scheduled Board Meeting. Including but not necessarily limited to the following:

Call to Order

Pledge of Allegiance

Roll Call

Reading and Approval of the Minutes

Report of the Treasurer (quarterly)

Report of the President/CEO

Action Items

Old Business

New Business

Discussion Topic

Trustee Comments

Adjournment

14. DISTRIBUTION OF MINUTES.

The Chamber staff shall distribute the Minutes of the Board Meeting to all Board members no later than seven (7) days before the next regular meeting.

15. CONTRACTS, CHECKS, DEPOSITS AND FUNDS.

A. Limitations on Authority. Except as limited by law, the Constitution or these By-Laws, the Board of Trustees may authorize any officer or officers, agent or agents of the Chamber, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Chamber. Unless duly approved by the entire Board of Trustees, no committee, Trustee, officer(s), employee(s) may:

1. Do any act in contravention of the Constitution, By-Laws, any applicable law, or any duly authorized action of the Board of Trustees;

2. Take title to or possession of any or all of the Chamber’s real or personal property or any interest therein or rights with respect thereto, for other than a corporate purpose;

3. Make, execute or deliver any general assignment for the benefit of creditors;

4. Assign, transfer, pledge, compromise or release any claim of the Chamber except for full payment, or arbitrate or consent to the arbitration of any disputes or controversies;

5. Make, execute or deliver any deed or lease, or enter into any agreement to sell all or any part of any of the Chamber’s real or personal property, except in the ordinary course of business, or execute any new note or mortgage to renew and extend, without increasing the principal amount of, any existing note or mortgage of the Chamber;

6. Confess a judgment;

7. Make, execute or deliver any mortgage, deed of trust, or other security interest in any of the Chamber’s real or personal property or any interest therein;

8. Enter into any lease, contract, agreement or obligation with an original term longer than six (6) months (an exception may be granted at the discretion of the President/CEO to sign agreements to reserve dates and locations of member functions);

9. Enter into any agreement, loan, purchase, sale, encumbrance, or other transaction, involving a debt obligation, liability, expenditure or commitment of or to the Chamber of money or property with a value in excess of $5,000;

10. Make or do any act that would terminate the status of the Chamber as a non-profit corporation, or as a Section 501(c)(6) organization under the Internal Revenue Code.

B. Checks, Drafts, Loans, Etc. All checks, drafts, loans or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of, or involving funds of, the Chamber shall be signed by two (2) of the officers of the Chamber, consisting of the Chair and Treasurer or their designees; provided, however, that the Board of Trustees may authorize an individual officer or the President/CEO to sign and deliver checks or drafts for ordinary business expenses provided the same do not exceed the sum of One Thousand and 00/100 Dollars ($1,000.00) or such lesser amounts as provided in any budget or directive adopted by the Board. The President/CEO is authorized to approve expenses exceeding $1,000 for Board-approved member functions and office purchases.

C. Deposits. The Treasurer and/or President/CEO as directed by the Treasurer shall cause funds of the Chamber to be deposited to the credit and in the name of the Chamber in such federally insured banks, trust companies or other depositories as the Board of Trustees may from time to time select. Additionally, the President/CEO is permitted to secure the best interest rates for Chamber investments with the Treasurer’s approval.

D. Gifts. No Trustee may accept on behalf of the Chamber any donation, contribution, gift, or bequest for the general purpose or for any specific purpose of the Chamber.

16. ADVISORS TO THE CHAMBER.

The Board of Trustees may elect, appoint, retain or engage such persons or entities as they deem appropriate, in their discretion, to act in an advisory capacity to the Chamber, including, without limitation, attorneys, accountants and other professional advisors.

17. BOOKS AND RECORDS.

The Chamber, by and through the Secretary, shall keep detailed, accurate and complete books and records of its business, accounts and activities, and shall also keep detailed, accurate and complete Minutes of the proceedings of its Trustees. The Chamber, by and through its Secretary, shall keep at the registered office of the Chamber a record of the names and addresses of all of the Members and Trustees. All books and records of the Chamber may be inspected by any Member, Trustee or his or her agent or attorney for any purpose at any reasonable time upon reasonable notice.

18. LIMITATIONS OF METHODS

The Chamber shall observe all local, state and federal laws that apply to not-for-profit corporations as defined in Chapter 1745 of the Ohio Revised Code, and Section 501c(6) of the Internal Revenue Code.

19. FISCAL YEAR.

The fiscal year of the Chamber shall begin on the first day of January and end on the last day of December in each calendar year.

20. SEAL.

The Trustees may, but shall not be required to, provide a Corporate seal which, if so provided, shall have the name of the Chamber and the words “Corporate Seal, Ohio.”

21. WAIVER OF NOTICE.

Whenever any notice is required to be given by these By-Laws, the Constitution of the Chamber or by the Ohio Revised Code, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice. Furthermore, the appearance by any Member or Trustee at any meeting without objecting in writing to the absence or deficiency of notice shall be deemed a waiver by such Member or Trustee of such absence or deficiency.

22. INDEMNIFICATION as referenced in the Constitution is defined as follows:

A. Persons Indemnified. Except as otherwise provided in this Provision or as otherwise prohibited by law, the Chamber shall indemnify each person who by reason of being or at any time having been a Trustee, officer or volunteer of the Chamber is named or otherwise becomes or is threatened to be made a party to any action, suit, investigation or proceeding (or claim or other matter therein), and the Chamber by the Board may indemnify any other person as deemed proper by the Board, against any and all costs and expenses (including attorneys’ fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements) actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding (or claim or other matter therein), whether civil, criminal, administrative, or otherwise with respect to which such person is named or otherwise becomes or is threatened to be made a party by reason of being or at any time having been a Trustee, officer, volunteer, employee or other agent of or in a similar capacity with the Chamber, or by reason of being or at any time having been, at the direction or request of the Chamber, a trustee, officer, volunteer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan and the Chamber.

B. Scope of Indemnity. Unless the only liability asserted against a Trustee in an action, suit, or proceeding referred to in Section A is pursuant to Section 1702.55 of the Ohio Revised Code, or unless it is proved, by clear and convincing evidence in a court of competent jurisdiction that the act or omission of the trustee, officer or volunteer for which liability is being asserted in an action, suit or proceeding referred to in Section A was one undertaken with deliberate intent to cause injury to the Chamber or was one undertaken with a reckless disregard for the best interests of the Chamber, any trustee, officer or volunteer who is the subject of an action, suit or proceeding referred to in Section A shall be entitled to the indemnification mandated by such Section A.

C. Advancement of Expenses. Upon the request of a trustee, officer or volunteer who is the subject of an action, suit or proceeding referred to in Section A, the Chamber shall pay the expenses incurred by such trustee, officer or volunteer in defending the action, suit or proceeding, including attorneys’ fees, as they are incurred, in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the trustee, officer or volunteer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Chamber.

D. Officer and Volunteer Defined. For purposes of this Provision, the term “officer” shall mean each officer and any other officer designated by the Board. The term “volunteer” shall have the same meaning as provided in Section 1702.01(N) of the Ohio Revised Code, or any successor provision.

E. Discretionary Indemnification. Each request of any person other than a trustee, officer or volunteer, who is or may be entitled to indemnification, shall be reviewed by the Board, and indemnification of such person shall be authorized by the Board only if it is determined by the Board that indemnification is lawful and proper in light of the facts of that particular situation.

F. Indemnification Only in Accordance with Law. Notwithstanding anything to the contrary in this Provision, no person shall be indemnified to the extent, if any, it is ultimately determined by a court of competent jurisdiction that indemnification is contrary to applicable Ohio law.

G. Insurance. The Chamber may purchase and maintain such insurance on behalf of any person who is or at any time has been a trustee, officer, volunteer, employee or other agent of or in a similar capacity with the Chamber, or who is or at any time has been, at the direction or request of the Chamber, a trustee, officer, volunteer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan against any liability asserted against and incurred by such person.

H. Employee Dishonesty. The Chamber may purchase and maintain a form of Bond Insurance to protect the Chamber from theft by an employee, officer or representative acting on behalf of the Chamber. This coverage may be position or blanket bond coverage.

23. CONFLICT OF INTEREST

The Board of Trustees shall adopt a Conflict of Interest policy which all Board members shall execute and abide by as a condition of maintaining their position as a member of the Board.

24. DISSOLUTION CLAUSE.

If the Westerville Area Chamber of Commerce is disbanded, any encumbered balance shall be distributed to charities as designated by the Board of Trustees.

25. AMENDMENTS TO THE CODE OF REGULATIONS.

These By-Laws may be altered, amended or repealed and a new By-Laws or portion thereof may be adopted only by a majority vote of the Trustees.

Revised March 2006

Web Design by ASH Image