Section 3 AREA
The area to be served shall include Burke County and all cities located within the county.
Section 4 LIMITATION OF METHODS
The Chamber shall be nonprofit, nonpartisan and nonsectarian, and shall take no part in, or lend its support to, the election or appointment of any candidate for public office.

ARTICLE II MEMBERSHIP

Section 1 ELIGIBILITY
Any person, business, association, corporation, partnership, church or estate having an interest in the objectives of the organization shall be eligible to apply for membership.
Section 2 ELECTION TO MEMBERSHIP
Membership shall be renewed on an annual basis. New member applications shall be made subject to approval by a majority of the Board of Directors.
Section 3 DUES
Membership dues shall be at such rate or rates, as may be from time to time prescribed by the Board of Directors.
Section 4 TERMINATION
(a) Any member may resign from the Chamber upon written request to the Board of Directors.Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming to a member or prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member complained against. Failure to pay membership dues by June 30 may result in termination of membership.
Section 5 VOTING
Each person, business, association, corporation, partnership, church or estate shall be entitled to cast one vote for each membership.
Section 6 EXERCISE OF PRIVILEGES
Any person, business, association, corporation, partnership, church or estate holding membership may nominate individuals, whom the holder desires to exercise the privileges of membership covered by its subscription, and shall have the right to change its membership nomination upon written notice.
Section 7 ORIENTATION
At a time determined by the Board of Directors, orientation on the purposes and activities of this organization shall be conducted for the following groups: new directors, officers and directors, committee chairpersons, committees and new members. A detailed outline for orientation of each of these groups shall be provided by the Executive Director and approved by the Board of Directors.


ARTICLE III MEETINGS

Section 1 ANNUAL MEETING
The annual meeting for all members shall be held at a date in January as determined by the Board.

Section 2 DIRECTORS MEETING
The Board of Directors shall meet monthly at a regularly designated time. Additional Board meetings may be called by the President, at his/her discretion, or by him/her upon written application of three (3) members of the Board. Notice (including the purposes of the meeting) shall be given to each director at least one (1) day prior to said meeting.
Section 3 ADDITIONAL MEETINGS OF ALL MEMBERS
General meetings of the Chamber of Commerce may be called by the President at any time, or upon petition in writing of any thirty (30) percent of the members in good standing.(a) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings;(b) Committee meetings may be called at any time by the President, Executive Director, or by its committee chairpersons.At any duly called General Meeting of the Chamber, members present and by proxy shall constitute a quorum; a simple majority of Directors shall constitute a quorum of the Board of Directors; at committee meetings a majority shall constitute a quorum, except when a committee consists of more than nine (9) members, five (5) shall constitute a quorum.

ARTICLE IV BOARD OF DIRECTORS

Section 1 COMPOSTION OF THE BOARD
The Board of Directors shall be comprised of 14 elected members, one half of whom shall be elected annually to serve for two years, or until their successors are elected and have qualified. The City Administrator, County Administrator, School Superintendent, Executive Director of Economic Development and Executive Director for the Chamber shall be permanent ex-officio members of the board. An individual serving as President-Elect during his/her second year on the board shall serve a third year as President and a fourth year as immediate past President.The government 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.The exact number of Directors shall be set by the Board of Directors from time to time, but shall not exceed 20 nor be less than 10.

Section 2 SELECTION AND ELECTION OF OFFICERS
At least sixty (60) days before the annual meeting, the President shall appoint a Nominating Committee of not less than three (3) nor more than five (5) members. Said committee is to be ratified or amended by the Board of Directors. This committee shall nominate members for election as Directors to succeed the Directors whose terms are expired. Current chamber members will be contacted by letter for recommendations to board.

Section 3 SEATING OF NEW DIRECTORS
An orientation of new and second-year board members will be held in January.
All newly elected Board members shall be seated at the regular monthly meeting following their election.

Section 4 VACANCIES
A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from the membership of the Board, unless confirmed by illness or otherwise decreed by a majority vote of those voting at any meeting thereof.Vacancies on the Board of Directors, or among the officers, shall be filled on an interim basis by the Board of Directors by a majority vote, such appointments to be confirmed by the membership at large at the next annual meeting.

Section 5 POLICY
The Board of Directors is responsible for formulating the policies of the organization. These policies shall be maintained in a Polices/Procedures Manual by the Executive Director to be reviewed annually and revised as necessary.

Section 6 MANAGEMENT
The Board of Directors shall employ the Executive Director and shall fix his/her salary and other considerations of employment. An annual performance review of the Executive Director is conducted by the Executive Committee and its recommendations are subject to the approval of the Board.


ARTICLE V OFFICERS

Section 1 DETERMINATION OF OFFICERS
The Board of Directors, at the regular meeting in November, shall reorganize for the coming year. At this meeting, a Nominating Committee, appointed by the President and Executive Director shall present nominations for the Vice President/President-Elect, Secretary and the Treasurer. Officers will be elected by a majority vote from members of the Board. The President-Elect shall have succeeded to the office of President. Board members serving in their first or second year and new members coming on the Board shall be eligible for election to an office. All officers shall serve for a term of one (1) year or until their successor assumes the duties of office, and they shall be voting members of the Board of Directors.

Section 2 DUTIES OF OFFICERS
(a) The President shall, with the advice and counsel of the Executive Director, assign officers to the divisional or departmental responsibility, subject to Board of Directors approval.The President shall, with advice and counsel of the executive committee, determine all committees; select all chairpersons; assist in the selection of committee personnel, subject to approval of the Board of Directors.

(b) Vice President/President-Elect: The duties of the Vice President/President-Elect shall be such as his/her title by general usage would indicate, and such as requires by law, as well as those that may be assigned by the President and Board of Directors. In the absence of the President or inability or refusal to act, the President-Elect shall perform the duties of the President and when acting shall have all the powers of and be subject to all the restrictions upon the President. In the year following his term as President-Elect, the President-Elect will succeed to the Presidency.

(c) Secretary: The Secretary shall be responsible for recording the official minutes of the Board and the Executive Committee. He/she shall cause to be prepared and distributed notices and minutes to all Board members. He/she may delegate the taking of and preparation of minutes to the Executive Director and his/her assistant.

(d) Treasurer: The Treasurer will oversee the Executive Director who will be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. The Treasurer shall cause a monthly financial report to be made to the Board of Directors.

(e) Executive Director: The Executive Director shall be the administrative and executive officer. He/She shall serve as advisor to the President and Program of Work Committee on program planning. He/she shall assemble information and data and cause to be prepared special reports as directed by the program of the Chamber.The Executive Director shall be a non-voting member of the Board of Directors and all committees.With assistance of the officers of the Chamber, he/she shall be responsible for administration of the Program of Work in accordance with the policies and regulations of the Board of Directors. The Executive Director and Personnel Committee shall be responsible for hiring, discharging, directing and supervising all employees.With the cooperation of the Executive Committee, he/she shall be responsible for the preparation of the operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors. He/she shall be responsible for expenditures with approved budget allocation.

Section 3 EXECUTIVE COMMITTEE
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board for its action. It shall be comprised of the President, Vice President/President-Elect, immediate Past President, Secretary and Treasurer. The President will serve as Chairman.

ARTICLE VI

Section 1 APPOINTMENT AND AUTHORITY
The President, assisted by the Executive Committee, by and with the approval of the Board of Directors, shall appoint all committees and committee chairpersons. He/she may appoint such committees and their chairpersons as he deems necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the President and in no event shall exceed the term of the appointing President.
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.Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.
Section 3 DIVISIONS
The Board may create such divisions, bureaus, departments or councils as it deems advisable to handle the work of the Chamber.The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, and councils. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments or councils.No action or resolution of any kind shall be taken by division, bureaus, departments or councils having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.

ARTICLE VII FINANCES

Section 1 FUNDS
Monies paid to the Chamber shall be placed in specified checking accounts; however, the Executive Committee may transfer funds to an interest bearing account or certificate of deposit.
Section 2 DISBURSEMENTS
Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts provided for in the budget, (subject to availability of funds) without additional approval of the Board of Directors. Disbursement shall be made by check.
Section 3 FISCAL YEAR
The fiscal year of the Chamber shall be January 1 through December 31st.
Section 4 BUDGET
The Executive Committee shall compile a budget of estimated expenses for the upcoming year, and submit it to the Board of Directors for approval, no later than the December meeting. The tourism committee should do the same for the tourism budget.
Section 5 ANNUAL REVIEW
Consideration for a formal audit should be decided on by the Board of Directors each year at its November meeting for the current year.
Section 6 BONDING AND INSURANCE
The Board shall be authorized to purchase insurance and or bonds as the Board deems necessary.
Section 7 PROCEDURE
The Chamber shall use its funds only to accomplish the objects and purposes specified in these by-laws, 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 to be selected by the Board of Directors.

ARTICLE VIII

Section 1 PARLIAMENTARY AUTHORITY
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter or by-laws of the chamber.

ARTICLE IX AMENDMENTS

Section 1 REVISIONS
These by-laws may be adopted, amended or altered by a two-thirds vote of the Board or of the members at any regular or special meeting, providing the notice for the meeting including the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing at least ten (10) days before the meeting at which they are to be acted upon.
As of September 1989 with revisions made in October 1992 & August 2003