Bylaws
Article I – Name
Section 1. The name of this organization is the Belleville Area Chamber of Commerce (BACC)
Article II – Objective and Powers
Section 1. Objective: The BACC is organized for the purpose of advancing the commercial, industrial, agricultural, educational, professional, civic, and general interest of the Belleville, Sumpter, Van Buren Township and surrounding trade area.
Section 2. Powers: The Chamber shall have power to: purchase, exchange, receive by gift or devise, lease, build, construct or otherwise control, maintain, use, manage, operate, lease, mortgage, pledge, create liens upon, grant licenses in, sell, transfer, convey, exchange otherwise dispose of and turn to account any and all lands, tenements, hereditaments, constructions, building, equipment, furniture, furnishings, fixtures and things or property real, personal and mixed, of every kind and description, such as shall be necessary, convenient and proper for the purpose or purposes of this Chamber set forth in Section I of this Article II.
ARTICLE III – LIMITATION OF METHODS
Section 1. This Chamber in its activities shall be non-partisan, non- sectional, non-sectarian, and non-political.
Section 2. Nothing herein contained shall prevent this Chamber, in the reasonable and proper attainment of its objects, from doing anything to promote, improve and develop good and efficient government, governmental services, education and the general public welfare.
ARTICLE IV – MEMBERSHIP
Section 1. Eligibility: Any reputable person, business, or organization may subscribe to membership in the Chamber.
Section 2. Membership Fees: Members shall pay such membership fee as may be fixed from time to time by the Board of Directors.
Section 3. Each member, whether a person or organization, may designate one representative for voting purposes. Each member will enjoy the privileges as described from time to time by the Board of Directors.
Section 4. Honorary Membership: Any person upon two-thirds vote of the Directors may be admitted to honorary membership. Such honorary members shall have all rights and privileges of active members except the right to vote and hold office.
Section 5. Expulsion: Members may be expelled by the President/CEO for non-payment of dues. The Board of Directors may expel members for cause. No member may be expelled for cause other than non-payment without the opportunity of a hearing before the Board of Directors at a proposed time and place and after thirty (30) days-notice. A majority vote of all Directors shall be necessary to expel a member. An expelled member shall have the right to appeal to the entire Chamber and upon written request, he/she must be allowed to make such an appeal at the next annual meeting or special meeting within thirty (30) days of such a request.
ARTICLE V – MEETINGS
Section 1. The Board of Directors may provide for holding membership meetings whenever it may be considered necessary or desirable.
Section 2. The Board of Directors shall call a membership meeting upon petition signed by not less than ten per cent (10%) of the active members.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. The government of the Chamber, the direction of its work and the control of its property shall be vested in the President & CEO with the advice and consent of a board of directors. The Board of Directors shall consist of a minimum of six (6) and up to twelve (12) members. Directors will be confirmed for a minimum of three (3) years, and a maximum of ten (10) consecutive years. Directors must be members in good standing. No Officer or Director of the Chamber shall be an elected official, in the city of Belleville, Van Buren Township or Sumpter Township, i.e. Mayor, Clerk, Treasurer, member of the City Council, or Judge.
Any officer or Director of the Chamber, who is elected to office, in the City of Belleville, Van Buren Township or Sumpter Township, i.e., Mayor Clerk, Treasurer, member of City Council, or Judge shall immediately tender his/her resignation from the Chamber Board of Directors. Candidates running for a political office, i.e., Mayor, Clerk, Treasurer, member of City Council, or Judge may not use the Chamber for political gain.
Section 2. Confirmation: The Board of Directors shall be confirmed annually at the first regularly scheduled meeting of the fiscal year.
Section 3. Nominations: At any such time where there are not the maximum number of directors or where there will be expiring terms, as noted in Section 1, any current director of the board may nominate a member in good standing to fill the open seat. Nominations can also be made by the general membership, with a petition consisting of two (2) signatures from members in good standing. The Chairman of the Board and/or the President/CEO will notify the membership of any board nominations. Elections for open seats will be held at the next scheduled meeting, and a majority vote by those in attendance will be required to accept the nominee. The new board member will be confirmed at the following scheduled board meeting and hold office for the terms outlined in section 1.
Section 3.1 Process: At the March meeting of the Board, the President & CEO shall provide a list of Directors whose terms are set expire per Section 1. At such time, the President & CEO shall send annual solicitation to the membership for new board member applications per Section 3. Board members wishing to return shall formally request to be renominated in writing. They shall send their request to the Chairman of the Board prior to the end of March. There is no petition necessary for Directors wishing to return.
Section 3.2 Voting: At the April Board meeting, and at least 4 weeks from the March meeting, Directors whose terms are still active shall meet and vote on each nomination for the next Fiscal Years Board of Directors. Directors with expiring terms are not in attendance at this meeting. The Chairman of the Board notify the nominees of the results. The Chair shall then invite those elected to the next official meeting, which shall be the first meeting of the new Fiscal Yea of the Board, which shall not take place until after April 30th.
Section 4: The Board of Directors shall meet at regular periods throughout the fiscal year, at a minimum of four (4) times annually, the dates and times fixed by the Board. Three (3) consecutive unexcused absences, or four (4) in any twelve (12) month period, and so recorded by the Board of Directors, shall be construed as a resignation. Directors, in order to be excused, shall notify the Chairman of the Board in advance of the meeting.
Section 5: A majority of the confirmed Board of Directors shall constitute a quorum at any meeting that has been duly publicized.
Section 6: Removal of Board Members: Removal of board members for any reason other than absenteeism, can only occur with the vote of 80% of the Executive Committee, and a 75% vote of the full board of directors. Notification of the vote will be made to the full board a minimum of 30-days in advance of the next scheduled board meeting.
Section 7: Indemnification: Each person who is or was a director or an officer of this corporation shall be indemnified by the corporation to the fullest extent permitted by corporation laws of the State of Michigan, as they may be in effect from time to time; provided, however, the corporation shall have no obligation to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such director or officer without authorization of the Board of Directors. This corporation may purchase and maintain insurance on behalf of any such person against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify such person against such liability under the laws of the State of Michigan.
Article VII – Officers
Section 1: At the first regularly scheduled Board of Directors meeting of the fiscal year, directors will meet to elect or reconfirm, a Chairperson of the Board, Vice Chair, Secretary, and Treasurer. Retiring members do not vote at this election. The Board of Directors may employ a President/CEO, whose compensation shall be determined by the Executive Committee.
Section 2: Chairperson of the Board shall preside at all meetings of the Chamber and the Board of Directors and perform all duties incident to that office. He/She shall, subject to the approval of the board, appoint all committees and be ex-officio member of all committees.
Section 3: Vice Chair shall act in the absence of the Chairperson of the Board
Section 4: Treasurer shall monitor the receipts, deposits, and safeguard the funds of The Chamber in such manner as may be determined by the Directors. At intervals prescribed by the Executive Committee, and when requested by the Board of Directors, he/she shall make accurate and complete financial reports to the Board. The Treasurer, subject to confirmation by the Board of Directors, may delegate the accounting functions of his/her responsibilities to someone other than a member of the Board; however, the elected Treasurer shall be responsible for the accuracy of all financial records.
Section 5. Secretary: The Secretary shall attend all meetings of members or Directors of this corporation and shall preserve in record books of the corporation full and correct minutes of the proceedings of all such meetings. He/she shall have custody of the corporate minute book and seal. It shall be his/her duty to sign all corporate records, documents, and instruments; whereunto his/her signature shall be lawfully required by the Articles of Incorporation, Bylaws or resolutions of this corporation or the Board of Directors.
Section 6: President/CEO shall be the chief executive and operations officer of the Chamber. As the agent of the Board, it shall be his/her duty to conduct the official correspondence, preserve all books, documents and communications, keep books of accounts, and maintain an accurate record of the proceedings of the Chamber, the Board of Directors and all committees. He/she shall submit a financial statement and written report of the year’s work at the close of each fiscal year. The President & CEO shall have general supervision over all employees of the Chamber and shall perform such duties as may be incident to his/her office, subject to the advice and consent of the Board of Directors. At the expiration of his/her contract, he/she shall deliver to the Board of Directors all books, papers, passwords, digital media, and property of the Chamber.
Section 7: Other officers: The Board of Directors may appoint such other officers and agents, as it may deem advisable.
Section 8: Compensation: No salary or compensation shall be allowed to the Chair, Vice Chair, Secretary, or Treasurer. Compensation may be allowed to other officers and agents in such amounts as the Executive Committee (Article VIII Section 4) may deem reasonable and proper.
Section 9: Terms of Officers: The Chairperson of the Board, Vice Chair, and Secretary shall hold his/her office for two (2) years. The Treasurer shall may hold his/her office for up to four (4) years. The President/CEO shall hold office through the terms of his/her contract. Nothing shall prohibit officers holding consecutive terms.
Article VIII – Committees
Section 1. The Board of Directors shall authorize and define the powers and duties of all committees.
Section 2: Executive Committee shall be a standing committee of the Chamber and shall be composed of the President/CEO, Chairperson of the Board, Vice Chair, Secretary, and Treasurer, and a majority thereof shall constitute a quorum at any meeting.
Section 3. If authorized by the Board of Directors, The Finance Committee shall be composed of the President/CEO, Chairperson of the Board, Vice Chair, Treasurer, and up to two Directors. The chair of this committee shall be the Treasurer.
Section 4. The Chairperson of the Board shall appoint all ad hoc committees, their actions can only be approved by the Executive Committee or the Full Board.
Section 5. In the interim between meetings of the Board, the Executive Committee shall have charge of the finances and property of the Chamber and shall have authority to order disbursements for necessary expenses, within guidelines of the approved budget, and may grant to any committee a reasonable amount of money for special work as previously approved by the Board.
Section 6: Audits: The Board of Directors, or the Finance Committee, may order an audit of all bills and may cause to be audited annually the books and accounts of the Chamber and report its findings to the general membership.
ARTICLE IX – DISBURSEMENTS
Section 1. No disbursements of the funds of the Chamber shall be made unless the same shall have been approved, authorized, and ordered by the Board of Directors. All disbursements shall be made by check or e-check.
Section 2. Upon the approval of the budget, the President/CEO may be authorized to make disbursements on account expenses not provided for in the budget without additional approval by the Board of Directors, in an amount up to $500 per occurrence, not exceeding $1,000 per month.
ARTICLE XI – FISCAL YEAR
Section 1. The fiscal year shall end the Thirtieth day of April.
ARTICLE XII – SEAL
Section 1. The Chamber of Commerce shall have a seal of such design as the Board of Directors may adopt.
ARTICLE XIII – PARLIAMENTARY PROCEDURE
Section 1. The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Robert’s Manual of Parliamentary Rules, or any special rules adopted by the Board of Directors and maintained by the Secretary.
ARTICLE XIV – DISSOLUTION
Section 1. 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, and at the discretion of the Board, any funds remaining shall be distributed to one or more legally recognized Non-Profit Organizations located and operating in the City of Belleville or the Townships of Sumpter or Van Buren.
ARTICLE XV – AMENDMENTS
Section 1. These bylaws may be amended or altered by a two-thirds vote of those members present at any regular or special meeting of the Chamber of Commerce, provided notice of the proposed change shall have been mailed physically or electronically, or made public by the President/CEO to each paid member not less than thirty days prior to such meetings.
