THE TURLOCK CHAMBER OF COMMERCE
A CALIFORNIA NON PROFIT MUTUAL BENEFIT CORPORATION
ARTICLE I - NAME, OFFICES & PURPOSES
Section 1. NAME: The name of the organization is “The Turlock Chamber of Commerce” (the “Chamber”) a California Non Profit Mutual Benefit Corporation.
Section 2. PRINCIPAL OFFICE: The location of the principal office of the Chamber is 115 S. Golden State Boulevard Turlock, California 95380, or such other location as determined by two-thirds vote of the Board of Directors.
Section 3. PURPOSE: The Turlock Chamber of Commerce is the business advocate for its members by focusing efforts on promoting a positive business environment, economic development, a legislative voice, and cost effective programs and services.
ARTICLE II - MEMBERS
Section 1. MEMBER: There shall be three (3) classes of members: General, Associate, and Honorary.
- General members of the Chamber shall be those persons, firms, corporations, or associations who are agricultural, industrial, commercial, wholesale, real estate, service and professional businesses. Every General Member shall be awarded all benefits of membership, including the right to vote and hold office.
- Associate members of the corporation shall be those persons, firms, corporations or associations who are salaried individuals of governmental agencies, or non-profit organizations, or retired persons. Shall have all the rights and privileges of General Members, except the right to vote and hold office.
- Honorary members of the corporation shall be those persons designated honorary members by the Board or by two-thirds (2/3) vote of the membership at any regular or special meeting. Shall receive all rights and privileges of General Members, except the right to vote and hold office. A Life Member shall not be required to pay dues.
Members of each class shall have all the rights afforded members under the California Nonprofit Mutual Benefit Corporation Law.
Section 2. VOTING RIGHTS: Subject to the provisions of Section 7612 of the California Nonprofit Mutual Benefit Corporation Law and this Article II, each member shall be entitled to one vote on each matter submitted to a vote of the members. Members who fail to be in good standing as set forth in this Article II shall not be entitled to vote on any matter.
Section 3. MEMBERSHIP FEE: Each member shall pay a membership fee and periodic dues and assessments in such amounts and at such times as shall be determined by the Board.
Section 4. TRANSFER OF MEMBERSHIP: The Board may provide for the transfer of memberships, subject to such restrictions or limitations, as the Board deems appropriate, including transfer upon death, dissolution, merger, or reorganization of a member.
Section 5. TERMINATION OF MEMBERSHIP: The Board may terminate or suspend a membership or expel or suspend a member for nonpayment of fees, periodic dues, or assessments or for conduct which the Board shall determine to be inimical to the best interests of the Chamber, including, without limitation, flagrant violation of any provision of these Bylaws or failure to satisfy membership qualifications. The Board shall give the member who is the subject of the proposed action fifteen (15) days’ prior notice of the proposed expulsion, suspension, or termination and the reasons therefore. The member may submit a written statement to the Board of the proposed expulsion, suspension, or termination. Prior to the effective date of the proposed expulsion, suspension, or termination, the Board shall review any such statement submitted and shall determine the mitigating effect, if any, of the information contained therein on the proposed expulsion, suspension, or termination. A suspended member shall not be entitled to exercise any of the voting rights set forth in this Article II.
Section 6. ANNUAL MEETINGS: Annual meetings of members shall be held on such date and at such time and location as may be fixed by the Board. Any proper business may be transacted at the meeting.
Section 7. SPECIAL MEETINGS: Special meetings of members may be called at any time by the Board Chair, the President or not less than 5% of the members.
Section 8. NOTICE OF ANNUAL OR SPECIAL MEETINGS: Written notice or electronic of each annual or special meeting of members shall be given not less than 5 days before the date of the meeting to each member entitled to notice thereof; provided, however, that if notice is given the general nature of the business to be transacted, and no other business may be transacted or (b) in the case of the annual meeting, those matters which the Board, at the time of the notice, intends to present for action by the members, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action.
Section 9. QUORUM: Five percent (5%) of the voting power, represented in person, shall constitute a quorum at any meeting of members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the member, unless the vote of a greater number of voting by classes is required by law, by the Articles, or by these Bylaws, except as provided in the following sentence. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 10. VOTING: The members entitled to notice of any meeting or to vote at any such meeting shall be the only persons in whose name memberships stand on the records of the corporation on the record date for notice determined in accordance with this Article II. Voting shall in all cases be subject to the provisions of Chapter 6 of the California Nonprofit Mutual Benefit Corporation Law.
Section 11. CONSENT OF ABSENTEES OR ACTION WITHOUT MEETING: The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present in person. Subject to Section 7513 of the California Nonprofit Mutual Benefit Corporation Law, any action except election of directions which, under any provision of the California Nonprofit Mutual Benefit Corporation Law, may be taken at any regular or special meeting of members, may be taken without a meeting if the written ballot of every member is solicited, if the required number of signed approvals in writing, setting forth the action so taken is received, and if the number of ballots cast within the time period specified equals or exceeds the quorum rewired to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes cast was the same as the number of votes cast by ballot. Unless a record date for voting purposes be fixed as provided in this Article II, the record date for determining members entitled to cast written ballots, when no prior action by the Board has been taken, shall be the day on which the first written ballot is mailed or solicited, whichever is first.
ARTICLE III - BOARD OF DIRECTORS
Section 1. POWERS: The activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.
- Oversees the finances for the Turlock Chamber of Commerce
- The classifications of members, accept resignations, and terminate memberships for cause.
- Develop policies, procedures and such rules for the guidance of the officers, the Directors, committees and the various classifications of memberships.
Section 2. NUMBER OF DIRECTORS: The authorized number of directors shall be between no less than eleven (11) and no more than fifteen (15) until changed by the Board or by the members amending this section.
Section 3. ELECTION AND TERM OF OFFICE: Directors shall hold office for one, two or three years and at the time of their nomination it shall be determined how many years their term of office shall be. After a director has served six (6) consecutive years, one (1) year shall lapse before he or she shall be eligible for reelection to the Board. Immediate past chair’s term can be extended a year.
Section 4. ELIGIBILITY: Must be a General Member of the chamber in good standing. See ARTICLE II Section I a. – MEMBERS.
Section 5. VACANCIES: Vacancies on the Board may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the expiration of the term of the replaced director and until such replacement director’s successor has been elected and qualified. In the event any Director is absent more than two (2) meetings of the Board during any 12 month period for reasons which the Board fails to declare sufficient, the resignation of that Director shall be deemed to have been tendered and accepted.
The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under Section 7238 of the California Non-profit Mutual Benefit Corporation Law or been absent from three (3) consecutive regular meetings, without due cause.
Section 6. Honorary Board Member: The President(s) and/or Chair(s) of Chamber committees (during the year in which they serve) and other persons as appointed by the Board, for an annual term, have the right to attend and participate at all meetings of the board, except when the board enters executive session, but shall have no voting powers.
Section 7. REGULAR MEETINGS: Regular meetings of the Board shall be held without call or notice on such date and at such times as may be fixed by the Board.
Section8. SPECIAL MEETINGS: Special meetings of the Board for any purpose or purposed may be called at any time by the President, Chair, Chair-Elect, Treasurer or any two (2) directors. Such meetings may be scheduled upon forty-eight (48) hours’ notice by telephone or electronic notice given personally or by telephone, telegraph, fax, email or other similar means of communication.
Section 9. QUORUM: A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. Every act or decision done or made by a majority of the directors presents at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 10. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE: Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another.
Section 11. WAIVER OF NOTICE: Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 12. ADJOURNMENT: A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Section 13. ACTION WITHOUT MEETING: Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
Section 14. RIGHTS OF INSPECTION: Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Chamber.
Section 15. COMMITTEES: The Board may appoint one (1) or more committees, each consisting of at least one director or the President, and delegate to such committees any of the authority of the Board except those prohibited by law or these By-laws.
Section 16. FEES AND COMPENSATION: Directors and members of committees shall receive no compensation for their services.
Section 17. NOMINATIONS: Nominations for directors shall be made by a committee appointed by the President at least forty-five (45) days before the election. Such nomination shall then be approved by the Board. In addition, any member may be nominated by a petition delivered to the corporation’s officer(s) (Article IV, Sec. 1) ninety (90) days prior to the mailing of ballots, by members representing at least ten percent (10%) of the voting power.
Section 18. RECORD DATE: General members in good standing thirty (30) days before the election date shall be eligible to vote in the election of officers.
Section 19. INSPECTORS OF ELECTION: The Board may appoint inspectors of the election.
Section 20. BALLOT: A written ballot shall be mailed to the members eligible to vote fifteen (15) days prior to the election date. The nominees for directors shall be listed on such ballot in alphabetical order.
Section 21. ELECTION: The election shall take place at a time determined by the Board. Ballots shall be returned to the Chamber’s principal office by the close of business on that date.
Section 22. CONFLICTS OF INTEREST: As a condition of serving on the Board of Directors of the Chamber each Director must observe the Chamber’s policy on conflicts of interest, as approved by the Board.
ARTIVLE IV – OFFICERS & EMPLOYEES
Section 1. OFFICERS: The Officers of the Chamber shall be a Chair, Chair-Elect and a Treasurer. The corporation may also have, at the discretion of the Board, one (1) or more Vice Chairs, and such other officers as may be elected or appointed by the Board. The officers shall serve at the pleasure of the board and may be removed at any time.
Section 2. PAID EMPLOYEES: The President/CEO is a paid employee of the Chamber. The President/CEO performs whatever duties are assigned by the Board of Directors or the Chair. The Board may also authorize the employment of other staff members.
ARTIVLE V – INDEMNIFICATION
Directors, officers, employees and other agents of the Board are indemnified by the Chamber to the fullest extent permitted by the California Non-profit Corporation Law.
Section 1. ELIGIBILITY: Only General Members of Turlock Chamber in good standing, who have served at least one (1) year as a member of the Board of Directors, are eligible to be elected as an Officer. Officers shall be members of the Board of Directors at the time of their election.
Section 2. TERM OF OFFICE: All Officers shall serve for a term of one (1) year or until their successors have been elected and installed. In the event that the Chair of the Board should not be able to complete his/her term of office, the Chair-Elect shall automatically be elevated to the office of Chair of the Board and serve the remainder of the unexpired term, plus the term of office to which he/she had been elected as Chair-Elect.
Section 3: EXECUTIVE COMMITTEE: A majority of the Executive Committee, consisting of the Chair of the Board, the Chair Elect, the Treasurer, and the Immediate Past Chair will have the power to act on behalf of the Board of Directors and the membership during the interim periods between Board of Directors meetings on any matter requiring policy decisions or immediate action, and will be accountable to the Board of Directors for its actions at the next meeting of the Board of Directors. The Executive Committee shall have such other and further powers as may, from time to time, be granted to it by the Board of Directors. The Chair of the Board shall serve as Chair of the Executive Committee.
ARTICLE VI – OTHER PROVISIONS
Section 1. INSPECTION OF CORPORATE RECORDS: Subject to the California Non-profit Mutual Benefit Corporation Law, a member may inspect and copy the record of all members’ names, addresses and voting rights, or obtain said information from the Chamber by paying a reasonable charge.
Section 1. AMENDMENTS: The By-laws may be amended or repealed by approval of two-thirds (2/3) of the members or by the approval of two-thirds (2/3) of the Board.
Section 1. PROPERTY: The property of the Turlock Chamber of Commerce is irrevocably dedicated to the purposes for which the corporation was formed.
(Last updated: January 19, 2017 & Adopted: February 16, 2017)