Our ByLaws


Cheatham County Chamber of Commerce



ARTICLE I: GENERAL


SECTION 1:

Name. This organization is incorporated under the laws of the State of Tennessee and shall be known as the Cheatham County Chamber of Commerce.

SECTION 2:

Purpose. The Cheatham County Chamber of Commerce is organized to advance the general welfare and prosperity of Cheatham County’s business community. Particular attention and emphasis shall be given to any and all matters that impact the economic, commercial, industrial and tourism interests of the area.

SECTION 3:

Limitations of Methods. The Cheatham County Chamber of Commerce shall observe all local, state and federal laws, including those which relate to non-profit organizations as defined in Section 501(c)(6) of the Internal Revenue Code.

SECTION 4:

Area. The Cheatham County economic region shall be all of Cheatham County, including its municipalities.



ARTICLE II: MEMBERSHIP


SECTION 1:

Eligibility. Any business, individual, association, government entity or estate having an interest in the purpose, mission and objectives of the organization shall be eligible to apply for membership. The Cheatham County Chamber of Commerce does not discriminate against applicants for membership on the basis of sex, marital status, age, race, color, religion, and/or national origin.

SECTION 2:

Application & Criteria. Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Electronic submissions shall be considered a signed application. The Executive Director shall review all applications and accept or reject the applicant’s membership and report the decision to the Board of Directors, which shall have the right to override that decision by a majority vote. Any applicant approved for membership shall become a voting member upon payment of the regularly scheduled dues investment as determined by the board of directors. The criteria for rights, responsibilities, benefits and financial obligations of voting and non-voting members shall be determined by the Board of Directors and described in the Chamber’s Policies and Procedures Manual

SECTION 3:

Dues and Investments. The Board of Directors shall have the authority to establish the rate and set policies governing the Chamber’s dues and investments, including but not limited to, membership, corporate partners, special contributors, events and all other activities.

SECTION 4:

Resignation. Any member may resign from the Chamber by giving written notice to the Board of Directors. No portion of any dues or investment shall be refunded to the resigned member. 

SECTION 5:

Expulsion and Disciplinary Action.

A.  Members shall be expelled automatically for nonpayment of dues as outlined in the Policies and Procedures Manual.
B.  The Board of Directors may expel any member for good cause by an affirmative vote of two-thirds (2/3) of the board in accordance with the disciplinary methods described in the most current edition of Robert’s Rules of Order.
C.  In lieu of expulsion, the Board of Directors may censure any member for good cause by an affirmative vote of two-thirds (2/3) of the board in accordance with the disciplinary methods described in the most current edition of Robert’s Rules of Order, Newly Revised.

SECTION 6:

Voting Privileges. In any proceeding in which voting by members is called for each member in good standing (dues paid) shall be entitled to cast one vote.

SECTION 7:

Exercise of Voting Privileges. Any business, association, government entity or estate holding membership may designate one individual whom the holder desires to exercise the privileges of voting. They shall have the right to change its designation for voting upon written notice to the Chamber office. Individual members shall each have one vote only.

SECTION 8:

Orientation. At regular intervals, orientation on the purpose and activities of this organization shall be conducted for the following groups: new directors and officers, committee leaders, and new members,. as outlined in the Policies and Procedures Manual.

SECTION 9:

Honorary Non-Voting Membership.

A.  Distinction in public affairs or community service 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.
B.  The Board of Directors may establish such other class or classes of non-voting memberships or categories of participation in affiliation with, sponsorship of, and   support for the Chamber as it deems necessary in the carrying out of the organization’s purpose and strategic directives.


ARTICLE III: Chapters

SECTION 1:

Purpose and Organization. The purpose of the Chamber’s chapters is to facilitate communication and connections for and between members and the organization.

A.  Chapters may be organized and operated in a manner consistent with the  purpose, mission and strategic direction of the Chamber. The rights and responsibilities of the  chapters and the chairs shall be contained in the Policies and Procedures Manual.
B.  Members may participate in any or all chapters, as well as the countywide Chamber.
C.  The Board of Directors reserves the right to determine the programming, date, time and place for regularly scheduled chapter meetings. There shall be an annual meeting of the voting membership of each chapter to place in nomination candidates for election to the Board of Directors.
D.  Chapters shall be chaired by a member from that respective area. The term of the chair shall be one fiscal year and not exceed two terms. Chapter Chairs shall serve on the standing Governance Committee. Should a vacancy occur in the Chapter Chair’s position, the Board Chair shall fill the vacancy based upon recommendation(s) from members.
E.  The Board of Directors reserves the right to add or eliminate chapters based  on the strategic direction of the county-wide Chamber.


ARTICLE IV: MEETINGS


SECTION 1:

Annual Meetings.
A.  Countywide Meeting of the Membership – There shall be an annual  meeting of the Chamber’s voting membership, in compliance with state law, with the date, time and place fixed by the Board of Directors. The Board Chair shall issue the call electronically to all voting members at least ten (10) ten days before each such meeting. Members who do not have access to electronic notification shall be notified in writing by the USPS mail postmarked ten (10) days prior to the annual meeting.
B.  Meeting Cancellation - In the event of a national, state, county or city emergency, or an emergency arising out of an act from God, the board shall have the power to cancel or postpone the annual meeting(s) and conduct such business as is necessary for the well-being of the Chamber.

SECTION 2:

Additional Meetings.

A.  Special Membership Meeting – Special-called membership meetings may be called by the Board Chair at any time, or upon petition, which shall be delivered to the Chamber office  in writing of twenty (20%) percent of the members in good standing. A notice of special meetings shall be issued     electronically to each voting member at least ten (10) days prior to such meetings. Members who do not have access to electronic notification shall be notified in writing by the USPS mail postmarked ten (10) days prior to the special called membership meeting.
B.  Special Board Meeting – Special-called board meetings may be convened by the Chair and by the Board of Directors upon written application of three (3) members of the Board. Electronic notice shall be given to each director at least ten (10) days prior to said meeting. 
C.  Special Committee Meeting - Committee meetings may be called at any time by the Board Chair or by the committee's chair by not less than one (1)  day's notice to each member of the committee.
D.  Special Chapter Meeting - Chapter meetings may be convened by the Chapter Chair or the Board Chair. Notice of special chapter meetings shall  be issued electronically to each voting member at least ten (10) days prior to such meetings. Members who do not have access to electronic     notification shall be notified in writing by the USPS mail postmarked ten (10) days prior to the special called meeting.
E.  Special Meeting Notices - The notice of any special-called meeting shall state the matters to be considered and include supporting documentation. Action to be taken shall be limited to those matters submitted by the notice.  The Board Chair shall fix the date, time and place of any special-called meetings of the membership, board, committees or chapters.

SECTION 3:

Quorums. At any regular or special-called membership meeting, a majority of the total members present shall constitute a quorum. A majority of the total Directors currently in office shall constitute a quorum of the Board of Directors.

SECTION 4:

Waiver. Any Director or voting member may waive receipt of notice of any meeting before, at or after such meeting. The attendance of a director or voting member at a meeting shall constitute a waiver of such notice, except when a Director or voting member attends a meeting for the purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened as contained within these bylaws.

SECTION 5:

Proxy Votes. There shall be no proxy vote cast at any regularly scheduled or special-called meeting of the Board of Directors, membership, chapters or committees, including Executive, Standing and Ad Hoc.

SECTION 6:

Meetings by Telephone or Teleconference. Directors may participate in a meeting of the board or committee of the board by telephone or similar telecommunications in which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

SECTION 7:

Action Without Meeting. Any action required or permitted to be taken at a meeting of the board or any committee of the board, with the exception of the Executive Committee, may be taken without a meeting if consent in writing sets forth the action to be taken and is authenticated unanimously by those entitled to vote upon such action. Such consent shall have the same force and effect as a vote taken at a meeting and shall be filed with the records of the proceedings of the board or committee. Consent in writing with an authorized signature by the voting director or member may be given electronically, by USPS mail or in person.

SECTION 8:

Electronic Actions. When conducting business or voting electronically, whether by the membership or the Board of Directors, the Cheatham County Chamber of Commerce shall observe all local, state and federal laws, including those which relate to non-profit organizations as defined in Section 501(c)(6) of the Internal Revenue Code.

 

ARTICLE V: BOARD OF DIRECTORS


SECTION I:

Size, Composition, Regulations and Governance.

A.  Number of Directors and Compensation - The Board of Directors shall be composed of nine (9) voting Chamber members, and the Executive Director  who serves as a non-voting ex-officio member. Officers shall be elected from among voting directors. Except for the Executive Director, who is paid staff, the Board of Directors shall receive no compensation for their services other than reasonable expenses incurred on behalf of the Chamber as provided in the approved annual budget.
B.  Composition and Authority -  
1. There shall be eight (8) Directors elected for staggered two-year terms by the voting membership. 
2. The incoming Chair shall appoint, subject to board approval, one voting member to serve a one-year term as a Director.
3. All board members, except the Executive Director, must be voting members of the Chamber and shall be in good standing.
4. The Executive Director shall serve as a non-voting, ex-officio member of the board.
5. All voting members of the board have equal authority and responsibility in the fiduciary matters of the organization and may receive assignments from the Chair and/or be appointed by the same to serve as liaisons to the Standing or Ad Hoc Committees and/or other adjunct bodies.

C.  Terms – Officers shall serve a one (1) year term or until their successors are elected. Except for the Chair’s appointment, all voting board members shall serve two-year terms and are eligible for re-election to the board for three consecutive terms only. Any board member who has been elected to and has served three consecutive terms shall not be eligible to be elected to the board until three years have elapsed after their term has ended.  
D.  Exceptions to Terms - Exception to limits on terms for any officer or director position shall be approved with a two-thirds (2/3) affirmative vote by the board of directors. 
E.  Resignation - Any officer or director may resign from the board at any time. Resignations must be in writing and submitted to the chamber office and the Board Chair.
F.  Removal of Officer or Director - The Board of Directors may remove any officer or director who is unwilling or unable to carry out the responsibilities of the position but only at a special meeting convened for  that purpose. A written notice shall be issued electronically to all voting directors ten (10) days before the meeting and shall state that the purpose of  the meeting is the removal of the officer or director. The removal of an officer or director shall be effective only by an affirmative vote of two-thirds (2/3) of the total number of voting directors.
G.  Absences - A member of the Board of Directors who shall be absent for more than one regular quarterly meeting of the Board of Directors or from three consecutive called meetings within the fiscal year shall automatically be dropped from membership on the Board, unless such absences are caused by illness or death in the immediate family and are approved by a majority vote of those voting at any meeting thereof. It is the responsibility of all    directors to contact the Chamber office to report their absence from board meetings.
H.  Vacancies
1. Vacancies on the Board of Directors, including directors or officers, shall be filled by the Board with a majority vote.
2. Directors elected in the above manner to fill a vacancy shall serve the unexpired term of the vacated position.
3. A vacancy for the office of Chair shall be filled by the Vice-Chair for the remainder of the term, followed by a full-term as Chair.

I.  Seating of New Directors - All newly elected and appointed Board members shall be seated at the July Board meeting and shall thereupon become voting members of the board of directors.
J.  Governance
1. The governance 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.
2. The Board of Directors shall hold quarterly meetings unless any such meeting is waived or omitted by resolution of the Board. The meetings shall be held at a time and place set by the Board Chair. The Board shall hold no fewer than three face-to-face meetings in a fiscal year.
3. The Chair, with board input, shall establish the time, date and location of such meetings.  

SECTION 2:

Policy and Statements of Position - The Board of Directors shall be responsible for formulating and adopting policy, which shall be maintained in a Policies and Procedures Manual and reviewed annually and revised, as necessary. The Board Chair and the Executive Director are the only members authorized to speak on behalf of or for the Chamber about its positions, policies or procedures.

SECTION 3:

Management – The Board of Directors shall employ an Executive Director and other staff as deemed appropriate to fulfill the purpose, mission and strategic directives of the Chamber and shall fix the considerations of employment, which shall be contained in an Employees’ Handbook.

SECTION 4:

Nomination and Election of Directors.

A.  Nominating Committee - The Nominating Committee shall consist of five (5) members, including three chapter chairs, one board appointee and the Immediate Past Chair of the Board of Directors, who shall serve as chair of the committee. If the Immediate Past Chair is unable or unwilling serve, the Board shall appoint the committee chair from among the former board chairs. Additional details of the nomination process, not specified in these bylaws, shall be contained in the Nomination and Election Handbook
B.  Nominations of Candidate(s) - An official nominating form seeking names  of candidates for election to the board of directors shall be distributed to the voting members in accordance with procedures specified in the Nomination and Election Handbook.
C.  Slating of Candidate(s) - The Nominating Committee shall review         nominations for directors as submitted by the voting members and shall slate          their recommendation(s) for submission to the Election Committee, as        specified in the Nomination and Election Handbook.
D.  Publicity of Notification - The slate of candidates nominated for the Board       of Directors shall be announced to the membership in accordance with the procedures specified in the Nomination and Election Handbook.
E.  Nominations by Petition – Voting members in good standing who are not slated by the Nominating Committee may petition to be a candidate for election to the Board of Directors in accordance with procedures specified in the Nomination and Election Handbook.
F.  Uncontested and Contested Elections  -
1.   If no petitions are filed within the designated period, as contained in the Nomination and Election Handbook, the nominations shall be closed and the Board Chair shall deem the election uncontested and the slated candidate(s) elected.
2.  If the Election Committee determines that an individual has qualified as a candidate by petition, then ballots shall be drawn according to the procedures established in the Nomination and Election Handbook.  In a contested election, votes shall be tallied and the person(s) receiving the highest number of votes cast shall be deemed elected, both of which shall be specified by procedures in the Nomination and Election Handbook.
3.  Results of the election shall be announced to the membership by the Election Committee as outlined in the Nomination and Election Handbook. 

G.  Write in Ballots: Write in ballots are not allowed in any election for an officer or director. 
H.  Election Committee The Board Chair shall appoint, subject to approval of the Board of Directors, an Election Committee of three (3), voting members in good standing who are not members of the Board of Directors, a member of the Nominating Committee or candidates for election. The Election Committee shall carry out its duties as outlined in the Nomination and Election Handbook

Section 5:

Board Advisory Council.

A.  Purpose - There shall be a Board Advisory Council for the purpose of assisting the Board of Directors in developing the Chamber’s Program of Work Plan. In this role, the Advisory Council shall serve as an advocate for the Chamber and recommend programs, services and activities that  advances the growth of the organization and enhances the development of its members.
B.  Composition - The Advisory Council shall include, but not be limited to the following members: the Chamber’s Immediate Past Board Chair and one additional board member, as appointed by the Board Chair, the Chamber’s Executive Director, the Chapter Chairs, the Leadership Cheatham County Committee Chair, and one representative of their choice from each of the following entities: the County Commission, Economic and Community Development, Industrial Development Association and each municipality within Cheatham County.  The Board of Directors may appoint up to three (3) past Chamber board chairs. to carryout the purpose of the organization, If the Immediate Past Chair is unable or unwilling to serve, the Board of Directors shall appoint the Advisory Council Chair from among former Chamber Board Chairs.
C.  Terms - Each appointed member of the Advisory Council shall serve one year and may be reappointed by its governing body.
D.  Management and Authority - The Advisory Council shall be chaired by the Chamber’s immediate Past Board Chair who shall set the date, time, place and agenda of the Advisory Council’s bi-annual meetings, one of     which shall be the Chamber’s annual strategic planning meeting. The Chamber’s Board of Directors shall have the right to change and increase or decrease the composition of the Advisory Council by a two-thirds (2/3) affirmative vote of that body. The Advisory Council shall have no voting authority over the Chamber’s Board of Directors or supervision of the Chamber staff.  

SECTION 6:

Indemnification.

The Chamber, to the fullest extent permitted by law, shall by resolution of the Board of Directors, provide for 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 a 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 guilty of 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 7:

Conflict of Interest:
A.  The Board of Directors shall adopt and annually review a Conflict of Interest Policy applicable to serving as a director or officer, which shall be outlined in the Policies and Procedures Manual.
B.  All directors and officers shall disclose to the Board any possible conflict of interest at the earliest practicable time and shall not vote on any matter under consideration at a board or committee meeting when such a conflict occurs.  The minutes of such a meeting shall reflect that the director or  officer disclosed the conflict of interest and abstained from voting on the matter.
C.  Any violation of the Conflict of Interest Policy shall be cause for immediate removal of the director or officer from the board.


ARTICLE VI: OFFICERS



 SECTION 1:

Determination of Officers.
A.  The officers of the Board of Directors shall be Chair, Vice-Chair, Secretary and Treasurer. Candidates for Chair must have served as a director on the Board for a minimum of twelve (12) months before being elected Vice-Chair.
B.  Officers shall be elected by the Board of Directors in accordance with the procedures set forth in the Nomination and Election Handbook.
C.  The officers, as well as the Executive Director, shall serve as the Executive Committee.   

SECTION 2:

Duties of Officers.
A.  Chair - The Chair of the Board of Directors serves as the chief volunteer officer of the organization and shall
1. serve as a voting director
2. preside at all board and special-called membership meetings

3. serve a a spokesperson for the Chamber
4.  appoint chairs to the Standing Committees and to the Personnel Ad Hoc Committee with approval by the board of directors
5. serve on all committees, except for the Nominating Committee, as a voting, ex-officio member
6.  sign all contracts on behalf of the Chamber, except as otherwise noted in the Policies and Procedures Manual
7. appoint an Election Committee
8. perform other duties as deemed necessary by the board of directors to carry out the Program of Work Plan

B.  Vice-Chair - The Vice-Chair serves as the chief volunteer officer in training and shall
1. serve as a voting director
2. exercise the powers and authority of and perform the duties of the Chair in the absence or disability of the Chair
3.  develop the next year’s Program of Work Plan with input from the Executive Director and the Board Advisory Council.
4. serve as Board Chair should the office become vacant
5. perform other duties to carry out the annual Program of Work Plan as agreed with the Chair and approved by the board

C.  Immediate Past Chair - The Immediate Past Chair serves as an advisor to the Chair and shall
1. serve as a non-voting, ex-officio director and shall not count as part of the quorum
2. chair the Nominating Committee
3. chair the Board Advisory Council; however, if the Immediate Past Chair is unable or unwilling to serve, the Board of Directors shall appoint an Advisory Council Chair from among former board chairs.

D.  Secretary - The Secretary is the recording officer for authorized proceedings of the organization and shall
1. serve as a voting director of the board
2. call roll and record the minutes of the board, executive committee and special-called membership meetings. shall
3. upon request from a member(s), make the minutes and supporting records available during business hours 
4. chair the Governance Committee.
5. perform other duties requested by the Chair to carry out the annual Program of Work Plan, as approved by the board

F.  Treasurer - The Treasurer is the officer entrusted with the custody of the Chamber’s funds and shall
1. serve as a voting director
2. be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement, as directed by the Board and outlined in the Policies and Procedures Manual
3. provide monthly financial statements to the Executive Committee
4. provide quarterly financial statements to the Board of Directors
5. provide a report on the Chamber’s finances and budget to the membership at its annual meeting
6. chair the Finance Committee
7. perform other duties requested by the chair to carry out the annual Program of Work Plan, as approved by the Board.

G.  Executive Director - The Executive Director is the Chamber’s paid Chief  Executive Officer and manages all aspects of the day-to-day administrative, operational and programmatic systems and shall serve as a non-voting, ex-officio director on the Board and the Executive Committee
1. serve as a spokesperson for the Chamber
2. serve as Assistant Secretary for the sole purpose of preparing the agendas, and distributing the minutes of meetings of the Board and Executive Committee.
3. serve as advisor to the Board Chair and be a voting member on standing, ad hoc and adjunct committees.
4. appoint chairs and members to Ad Hoc or Adjunct Committees that support and advance the day-to-day operations of the Chamber and benefit the membership
5. sign all contracts, along with the Chair or Secretary, except as otherwise noted in the Policies and Procedures Manual.
6. be responsible for administration and implementation of the Program-of-Work Plan, in accordance with the policies, procedures and regulations..
7. hire, fire and supervise all Chamber employees as outlined in the Policies and Procedures Manual.
8. serve as an adviser to the Finance Committee by preparing the annual operating budget along with recommendations, all subject to approval by the Finance Committee with final ratification by the Board of Directors.
9. be responsible for all expenditures within the approved budget allocation.
10. engage consultants and contractors within established policy guidelines and the budget, subject to the approval of the Board of Directors
11. perform other duties as outlined in the job description, as requested by the chair and approved by the board


ARTICLE VII: COMMITTEES AND DIVISIONS


SECTION 1:

Establishment and Authority The Executive Committee shall establish such other standing, ad hoc or adjunct Committees, not contained in these bylaws, as deemed necessary to carry out the Program of Work Plan. It shall be the function of committees, whether standing or ad hoc, to make investigations, conduct research studies, administer surveys, and hold hearings and/or make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the authority vested in the Board and as outlined in the Policies and Procedures Manual.    

A.  Standing Committees are permanent committees of the Board and unless noted elsewhere in these bylaws, committee chairs are appointed by the Board Chair. The following standing committees of the Chamber of Commerce shall be established by the Board of Directors according to the provisions herein and such other provisions as the board may from time to time determine. The job descriptions, responsibilities and scope of authority of each committee, if not contained in these bylaws, shall be outlined in the  Policies and Procedures Manual.
B.  Executive Committee - shall act for and on behalf of the Board of Directors but shall be accountable to the board for any and all actions.
1. The Executive Committee, shall consist of the Chair, Vice-Chair, Secretary, Treasurer, and Executive Director.
2. The Executive Committee shall have and may exercise the power to make decisions and to operate the Chamber of Commerce between meetings of the Board of Directors when the Board cannot convene a quorum in a timely manner to respond to necessary action.
3. Decisions made by the Executive Committee shall require ratification of the Board at the next regularly scheduled or  special-called Board meeting.
4. The Executive Committee shall have no power to approve or amend the annual budget, terminate the Executive
5. Director/management staff, or fill vacancies among the officers or directors.
6. It shall be the duty of the Executive Committee to oversee and coordinate the Chamber’s annual Program of Work Plan.

C. Finance Committee – shall evaluate financial matters on a monthly basis, including revenues, expenses and investments to insure financial solvency of the Chamber.
1. The Board Chair shall appoint a Finance Committee of at least five (5) members, two of whom shall be appointed from outside the Board of Directors.
2. The Treasurer shall serve as Chair of the Finance Committee.
3. The Finance Committee shall be responsible for the preparation, oversight and reporting of findings to the Board of Directors for the budgets, financial planning, fund raising and recommendations regarding membership fees, expense control and preparation of documents for audit.
4. The Finance Committee shall be responsible for management of all fiscal matters of the Chamber and shall establish the policies, necessary or appropriate to such management and, if not contained within these bylaws, shall be outlined in the Policies and Procedures Manual.
5. The Finance Committee shall develop and review fiscal policies and prepare the annual budget. This committee is charged with the presentation of the annual budget to the Board
6. The fiscal year of the Chamber shall begin on July 1 and close on June 30 of each year.  Directors and shall insure that an annual audit of the Chamber’s finances be conducted, both of which shall be outlined in the Policies and Procedures Manual.

D.  Leadership Cheatham County (LCC) Committee - shall be responsible for all Leadership Cheatham County activities associated with organization,      program development and administration, budgets, financial planning, tuition fees and scholarship awards, fund raising, expense control and preparation of documents to be included in the Chamber audit.
1. The Chamber Board of Directors shall approve the budget and program of the LCC Committee annually.
2. The LCC Committee may generate a guiding set of governing principles to cover these operations. The Chamber Board of Directors shall approve these governing principles and all changes thereto.
3. The LCC Chair shall be a member of the Board Advisory Council.

E.  Membership Committee - shall develop and execute any and all programs, services, benefits and events that impact the recruitment and retention of members and shall be chaired by executive staff. 

F.  Program of Work Committee - shall develop and coordinate a comprehensive strategic plan which assures that any and all activities of the  Chamber are directed toward achieving the organization’s mission, purpose and goals. 

G.  Governance Committee – The Governance committee shall consist of five(5) members and is responsible for maintaining the capacity and effectiveness of the Chamber through an annual review of the policies and procedures and an evaluation of the Board’s performance by identifying competencies and characteristics required for effective governance. The Board Secretary shall serve as the committee chair and the Board Chair shall appoint four (4) members to the committee subject to the approval of the Chamber Board.

H.  Ad Hoc Committees –Except for a Personnel Committee, ad hoc committees shall be established by the Executive Director to carry out  specified tasks, according to the provisions herein and such other provisions as the board may from time to time determine as necessary.


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, or as authorized hereunder. No committee shall have the authority to amend, revise or repeal the bylaws or a resolution adopted by the board or to elect, appoint or remove any director or staff. Committees are to report to the Board by the committee chair or through a board liaison and shall only take action as specifically designated in these bylaws, a board resolution or the Policies and Procedures Manual.

SECTION  3:

Divisions. The Board of Directors may create such divisions, including but not limited to, chapters, forums, bureaus, departments, councils, or subsidiary corporations as it deems advisable to handle the work of the Chamber.

A.  The Board shall authorize and define the powers and duties of all of the above named divisions The Board shall annually review and approve all activities and proposed programs of such divisions including collection and disbursement of funds.
B.  No action or resolution of any kind shall be taken by the divisions bearing upon or expressive of the Chamber unless approved by a majority of the Board of Directors.


ARTICLE VII 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, preferably within the Chamber’s geographic service area, to be selected by the Board of Directors as defined in IRS Section 501(c)(3).

 

ARTICLE IX: PARLIAMENTARY AUTHORITY


The rules contained in the most current edition of Robert's Rules of Order, Newly Revised, shall govern the Chamber in all cases and be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with these bylaws and any special rules of order the Chamber may adopt.



ARTICLE X: AMENDMENTS, REVISIONS & REVIEW


A.  These bylaws may be amended or revised by a two-third (2/3) affirmative vote of the total number of Board of Directors, at any regular or special-called meeting, providing notice for the meeting includes the proposals for such action and shall have been submitted at least ten (10) days in advance of the meeting at which they are expected to be acted upon.
B.  The board, in its sole discretion, and by an affirmative vote of two-third (2/3) of the total number of directors, shall determine the timing and process for the implementation of the amendments or revisions to the bylaws.
C.  Proposed amendments or revisions must be published and made available for review and comment by the voting members for thirty (30) days before such action shall be taken by the board of directors.
D.  At the close of the review period and at least ten (10) days before voting takes place, the board shall receive membership feedback on the proposed action to the bylaws and shall consider the volume and substance of comments received.
E.  All policies and procedures governing the amendment or revision to the bylaws, including but not limited to methods of notice, review and voting, shall be contained in the Chamber’s Policy and Procedure Manual


 

ARTICLE XI: CONSENTS


Any provision to the contrary in these bylaws not withstanding, the Board of Directors of the Corporation, may, by unanimous written consent, take or authorize any action that could otherwise be taken or authorized at any legally constituted meeting of such Board of Directors.

Amendments and Revisions to the Bylaws of the Cheatham County Chamber of Commerce


Ø     Adopted August 31, 1989

Ø     Amended November21, 1995

Ø     Second Amendment August 20, 1996

Ø     Third Amendment March 1, 1998, except for Article IV, Section IV, Vacancies, which shall come into effect July 1, 1998.

Ø     Fourth Amendment August 10, 1998

Ø     Fifth Amendment August 10, 2000

Ø     Sixth Amendment January 15, 2001

Ø     Seventh Amendment September 11, 2003

Ø     Eighth Amendment September 19, 2004

Ø     Ninth Revision, July 21, 2009



CERTIFICATION


These bylaws were approved at a special meeting of the board of directors by a two-thirds (2/3) affirmative vote on July 21, 2009