About: Constitution
ARTICLE
I
NAME AND OBJECTIVE
Section I:
The
name of this association is The
Westerville Area Chamber of Commerce
(WACC).
Section II:
The
WACC is organized to provide dynamic
leadership and advocacy in the community
on behalf of our stakeholders. The
organization provides stakeholders with
services made available through the
Chamber.
Section III:
The
WACC shall mean to include the portions
of the counties townships and cities
within the Westerville School District
and central Ohio regions where specific
businesses do business in the school
district.
Section
IV:
Limitation of Methods. The WACC shall
observe all local, state and federal
laws which apply to a non-profit
organization as defined in section 501c6
of the Internal Revenue Code. This
Chamber in its activities shall be
non-partisan, non-sectional and
non-sectarian.
ARTICLE
II
MEMBERSHIP
Section I:
Individuals, organizations and firms
dedicated to advancing the interests of
the Westerville-area business community
are eligible for membership. The Chamber
shall be composed of active and lifetime
stakeholders.
Section
II:
Stakeholder investments and categories
are established by the Board of
Trustees. Applications are to be
accompanied by the financial investment
applicable to the prospective
business/individual. Applications are
accepted subject to approval of the
Board of Trustees, which may refuse to
accept applications for any reason it
deems appropriate.
Section
III:
Chamber termination is effective upon
resignation and/or delinquency in the
payment of dues for a period of sixty
(60) days from the due date.
Termination for these reasons does not
require action of the Board of
Trustees. The Board of Trustees, by a
majority vote, may also terminate the
business/individual at any time if it
judges their conduct to be in conflict
with the intentions of the association
or determines that the
business/individual no longer meets the
association’s requirements.
ARTICLE III
TRUSTEES, OFFICERS AND EMPLOYEES
Section I:
The
Board of Trustees is the governing body
of this association and shall have a
minimum of nineteen (19) and up
to
twenty-five (25) stakeholders
consisting of Trustees elected at large,
the three (3) most recent Past Chairs of
the Board, and the current Chair of the
Board, the Chair-Elect/Government
Relations, and the Secretary/Treasurer.
Trustee positions shall not be filled
by any publicly elected officials. All
Board members must be stakeholders of
the association. All Board members have
full voting rights during their terms of
office.
The
Vice-Chair of Economic Development and
Vice-Chair of Stakeholder Services)
appointed by the Chair of the
Board and shall serve during the term of
the Chair making the appointment. The
Vice-Chairs shall perform the duties as
specified in the association’s By-Laws.
Section II:
Trustees shall be elected for a
three-year term of office. Beginning
with the terms of office to be filled by
elections, Trustees shall be elected
each year and may not serve for more
than two (2) consecutive terms as a
Trustee elected at large. Time served
by a person appointed as a Trustee to
fill a vacancy on the Board shall not be
applied toward the two consecutive term
limitation as a Trustee elected at
large.
Section III:
The
Board of Trustees is responsible for
setting organizational policies,
approving/denying membership
applications, hiring, compensating and
discharging employees, and approving and
amending the association’s By-Laws. The
Board also fills its own vacancies,
approves appointment of the Treasurer,
and may remove officers of the
association. No board member shall
serve as a spokesperson for the Chamber
unless they hold the position of Chair
of the Board, President/CEO or board
member authorized by the Board of
Trustees.
Section
IV:
Any
member of the Board of Trustees who
fails to attend three (3) regular
meetings of the Board in any calendar
year without a written notification
approved leave of absence from the
Executive Committee shall not be
eligible to be elected to a succeeding
term.
Section V:
The
officers of the association are the
Chair of the Board, Chair-Elect,
immediate Past Chair of the Board and
Secretary/Treasurer.
Section VI:
The
Executive Committee consists of the
Officers of the association, the two (2)
Vice-Chairs and President/ CEO with the
Chair of the Board as Chairperson. It
may act on behalf of the Board of
Trustees on an emergency or interim
basis, with all its decisions and
actions subject to approval of the
Board.
Section VII:
The
Chair of the Board serves for a one-year
term although is eligible to be
re-elected for a second year, and is
empowered to preside at all meetings of
the Board, call special meetings upon
proper request, appoint committees and
be a member of each of them, convene an
annual general membership meeting, and
sign or authorize others to sign all
documents and other papers requiring
authentication.
Section
VIII:
The
Chair-elect/Government Relations is
elected by the Board of Trustees for a
one-year term, and succeeds to the Chair
at the conclusion of that year. The
Chair-Elect performs the duties of the
Chair in the Chair’s absence or
inability to act.
Section IX:
The
Board of Trustees shall fill vacancies
in the offices of Chair and Chair-Elect.
Section X:
The
Secretary/Treasurer is appointed by the
Chair with the approval of the Board of
Trustees and serves for a one-year
term. The Board may appoint the
Treasurer for an additional year on an
annual basis.
The Treasurer shall receive
and keep account of the association’s
funds, and shall carry out other such
duties as shall be required under the
association’s By-Laws.
Section
XI:
The
President/CEO is the Chief Executive
officer of the Chamber and is an
employee of the association, and shall
carry out duties as specified by the
association’s By-Laws.
Section
XII:
No
employee with the exception of the
President/CEO (as identified in the
By-Laws), member or committee of the
association is permitted to sign any
contract on the association’s behalf.
Section XIII:
Members of the Board of Trustees may be
removed upon a majority vote of the
non-affected members of the Board.
Section XIV:
All
Board of Trustees meetings are open to
all of the association’s stakeholders.
ARTICLE
IV
ELECTIONS
Section I:
The
annual election of Trustees is conducted
in accordance with the procedure
outlined in the association’s By-Laws.
Section II:
A
Chair-Elect is selected each year by the
Board of Trustees. The Chair-Elect is
selected from present and past members
of the Board of Trustees who have served
on the Board at least (1) year during
the five (5) preceding years. At the
November meeting, nominations are made
for the office of Chair-Elect, and
ballots listing those nominated are sent
to all Board members immediately
following the meeting. The Chair-Elect
must be elected by a majority of the
members of the Board. Fourteen (14)
days after the nominations are made, the
Executive Committee shall meet to count
and certify the election of the
Chair-Elect from the ballots received as
of that time. All ballots received
after certification are invalid. If no
candidate receives a majority vote of
the members of the Board, there shall be
a run-off election between the two
candidates receiving the highest number
of votes. Ballots listing the two
candidates shall be sent to all Board
members immediately following the
meeting of the Executive Committee. The
candidate receiving the highest number
of votes in the run-off election shall
be the Chair-Elect. Fourteen (14) days
after the meeting which determined the
necessity of a run-off election, the
Executive Committee shall meet to count
and certify the election of the
Chair-Elect from the ballots received as
of that time. Any ballots received
after certification is invalid.
ARTICLE
V
BY-LAWS
By-Laws to this constitution are
enacted and amended by majority vote of
the Board of Trustees.
ARTICLE VI
FISCAL/
BONDING
Section
I:
The
fiscal year of the association shall
begin on January 1 and end on December
31 of the same year.
Section
II:
Bonding. The President/CEO, officers,
staff, and the Board of Trustees will be
bonded by fidelity or other bond in the
amount set by the Board of Trustees.
Article VII
MEETINGS
Section
I:
An
annual meeting of the general membership
is held in January of each year to
report the progress of the association
to the membership. Special meetings may
be called at the discretion of the
Chair, or by the Chair upon a majority
vote of the Board of Trustees and/or the
written request signed by twenty (20)
voting stakeholders.
Section II:
The
stakeholders present at a meeting of the
general membership constitute a quorum
for the transaction of any regular or
special business of the membership.
Section III:
The
Board of Trustees holds a regular
meeting each month. Special Board
meetings are called at the discretion of
the Chair, or by the Chair upon receipt
of the written request of five (5) Board
members. Notice of special meetings is
mailed to each Board member at least
three (3) business days prior to the
meeting date.
Section IV:
The
presence of any eleven (11) Board
members constitutes a quorum for the
transaction of any regular or special
business of the Board of Trustees.
Section V:
Rules
of order for all general membership,
Board of Trustees, and committee
meetings is the most recent edition of
Roberts Rules of Order, Revised.
ARTICLE VIII
INDEMNIFICATION
The
Chamber may, by resolution of the Board
of Trustees, provide for indemnification
by the Chamber of any and all current or
former officers, directors, and
employees against expenses, costs or
payments actually and necessarily
incurred by them in connection with the
defense or settlement of any action,
suit or proceeding in which they or any
of them are made parties, or a party by
reason of having been officers,
directors or 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 gross misconduct in the
performance of duty, or in violation of
any law, and to such matters as shall be
settled by agreement predicated on the
existence of such liability for
misconduct.
Article
IX
AMENDMENTS
Amendments to this Constitution must be
approved by the stakeholders. Notice of
proposed amendments is given to the
stakeholders, and is sent in writing
(via electronically or
U.S. mail) not less than ten (10) days
prior to the date on which the vote is
taken. A majority of the stakeholders
voting is necessary for the adoption of
an amendment.
Approved
by stakeholders 03/02/06 |
