Articles & Bylaws

 

Article I
Name and Object

Section 1 – Name
This organization is incorporated under the laws of the State of Florida as the Estero Chamber of Commerce.

Section 2 – Purpose
The Estero Chamber of Commerce shall provide a unified and coordinated community wide voice.
1.  To promote responsible economic, business and cultural development within the Estero area.
2.  To preserve our natural resources and our quality of life.
3.  To project Estero political, commercial, cultural influence toward building as ever improving quality of life for all our citizens.

Section 3 – Compliance with Laws
The Estero Chamber of Commerce shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501 (c) (6) of the Internal Revenue Code.

Article II
Membership

Section 1 – Eligibility
Any person, organization, association, partnership or estate having an interest in the objectives of the Chamber shall be eligible for membership. Application shall be in writing on forms provided for that purpose. Approval of the membership application shall be by the Board of Directors, at any regular or properly called special meeting. Any applicant approved by the Board shall become a member after payment of the scheduled dues (Art. II, Sec. 2).

Section 2 – Dues
Membership dues shall be at such rate or rates, schedule or formula as may be prescribed by the Board of Directors, payable in advance.

Section 3 – Resignations and Expulsions
A.  Any member may resign from the Chamber upon written notice to the Board of Directors.
B.  Membership will terminate for nonpayment of dues after sixty (60) days from the date due, unless otherwise extended for good cause by the Board of Directors.
C.  Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or reputation of the Chamber, after notice and opportunity for a  hearing are afforded the member complained against.

Section 4 – Voting
In any proceeding in which voting by members is appropriate, each membership shall be entitled to one vote.

Section 5 – Exercise of Privileges
A.  Any Business member may nominate up to two individuals to exercise its privileges of membership and shall have the right at any time to change its nominees.
B.  Any vote may be cast by proxy upon completion of appropriate form as approved by the Board of Directors.

Section 6 – Honorary Membership
Distinction in public affairs 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 the payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.

Article III
Board of Directors

Section 1 – Board of Directors
Chamber management shall be vested in a Board of Directors (Board). The Board shall consist of the following categories:
1.  A minimum of 5 and a maximum of 10 members selected by the Chamber membership.
2.  The Chairman of the Board, President, Vice President, Secretary and Treasurer.
3.  The Executive Director shall be selected by the Board under such terms and subject to such conditions as determined by the Board.

The original Board of Directors shall serve a term of two terms for purposes of organizing the Chamber.

Section 2 – Election and Selection
The Chairman of the Board, President, Vice President, Secretary and Treasurer shall be elected at the Annual Meeting of the Chamber.

Section 3 – Nominations
The Board of Directors shall secure nominations for each Board position to be filled at the Annual Meeting; however, nomination by the Board shall not preclude nominations from the floor.

Section 4 – Election Notice
The President or the Executive Director shall cause notice to be made to Chamber of Commerce members by such means as prescribed by the Board.

Section 5 – Voting
Voting shall be by secret ballot if there are more nominees than vacancies to be filled, otherwise voting may be made by voice or other indication chosen by the person in charge of the election.

Section 6 – Vacancies
Vacancies on the Board of Directors, or among Officers, shall be filled by the Board by a majority

Article IV
Officers

Section 1 – Terms of Office
The Chairman of the Board, President, Vice President, Secretary, Treasurer, and Board of Directors shall serve a term of one (1) year or until their successors assume the duties of office except the original Officers shall serve a term of two years. The Executive Director shall serve at the discretion of the Board.

Section 2 – Duties of Officers
A.  The Chairman of the Board shall have overall responsibility, working with the President, other Officers, Board, the Executive Director and the membership, for development of and implementation of Chamber and projects.
B.  The President shall preside at all meetings of the membership and the Board of Directors. The President shall, with the advise and consent of the Vice President and approval of the Board of Directors, create committees, select all committee leaders, and assist in the selection of committee personnel. The President shall designate a person to act as Executive Director in the absence or disability of the Executive Director.
C.  The Vice President is the President-elect for the next Chamber year. The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President.
D. The Secretary is responsible for maintaining the records of the Chamber and performing duties of the Executive Director in the absence or disability of the Executive Director.
E. The Treasurer is responsible for the financial records of the Chamber and for making regular financial reports to the Board and the membership.
F.  The Executive Director is the chief administrative officer of the Chamber. The Executive Director shall serve as secretary to the Board of Directors, and cause to be prepared notices, agendas and minutes of meetings.

The Executive Director shall serve as an advisor to the Chairman, the President and other officers and shall assemble information and data and cause to be prepared reports as directed by the Board of Directors.

The Executive Director shall be a non-voting member of the Board of Directors and the Executive Committee. With the assistance of the Chairman, the President and other officers, the Executive Director shall be responsible for administration of a program of work in accordance with the policies of the Board of Directors.

Section 3 – Indemnification
The Chamber may, by resolution of the Board of Directors, provide for the 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 action, suit or proceeding to be liable for gross negligence or misconduct in performance of duty and to such matters as shall have resulted in personal financial gain to such director or shall be settled by agreement predicated on the existence of such liability for gross negligence or misconduct, or such personal financial gain.

Article V
Committees

Section 1 – Powers
The Board of Directors shall authorize and define the powers of all committees.

Section 2 – Committees
The President and the Vice President shall appoint all committees, subject to confirmation by the Board of Directors.

Article VI
Meetings

The Board of Directors shall authorize and define the place of a regular monthly meeting and shall give notice thereof no less than ten (10) days before the meeting is held.

Section 2 – Special Meetings
The President may call special meetings at such times and places as deemed in the best interests of the Chamber. Notice shall be made by such means that will make the majority of the membership aware of the time, place and purpose of the special meetings.

Section 3 – Annual Meeting
The Annual Meeting will be held at a time and place designated by the Board.

Section 4 – Quorum
Twenty percent of the members in good standing shall constitute a quorum at all meetings of the membership. Proxies properly presented shall be considering in calculation of a proper quorum.

Article VII
Finances

Section 1 – End of Fiscal Year
The fiscal year shall end the 31st of December.

Section 2 – Budget Preparation
The Board of Directors shall be responsible each fiscal year for the preparation of an operating budget covering all activities of the Chamber.

Section 3 – Disbursements
Upon approval of the budget, the Executive Director is authorized to make disbursements provided for in the budge without additional approval of the board. Disbursements shall be made by check that has been signed by any two of the Officers.

Article VIII
Parliamentary Procedure

Section 1 – Reference
All questions of parliamentary procedure shall be determined according to the latest edition of Robert’s Rules of Order.

Article IX
Amendments

Section 1 – Procedure
These bylaws shall be amended by two-thirds vote of those present (assuming a regular quorum) at any regular meeting of the Chamber of Commerce. Notice shall be made by such means that will make the majority of the membership aware of the time, place and purpose within ten (10) days of such meeting.

Article X
Dissolution

Section 1 – Distribution of Assets
Should the Estero Chamber of Commerce be dissolved its assets shall go to the Estero Civic Association.

Article XI
Effective Date

Section 1 – Adoption by Board of Directors
These by-laws became effective on February 21, 1998 upon adoption by the Board of Directors.

Section 2 — Adoption by the General Membership The amendment to the by-laws became effective on June 20, 2014, upon adoption at a regular meeting of the Chamber of Commerce.