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BLANCHESTER AREA CHAMBER OF COMMERCE
BLANCHESTER, OHIO
CONSTITUTION AND BYLAWS
ARTICLE I
GENERAL
SECTION 1: Name
This organization shall be known as Blanchester Area Chamber of Commerce
SECTION 2: Mission
The Blanchester Area Chamber of Commerce is organized for the purpose of advancing the commercial, agricultural, industrial, and civic interests of the Blanchester area and surrounding communities.
SECTION 3: Area
The Blanchester Area shall mean to include all surrounding areas, and not just limited to Blanchester and Clinton County.
Section 4: Limitation of Methods
The Blanchester Area Chamber of Commerce shall be non-partisan, nonsectional and nonsectarian and shall take no part in, or lend its support to, the election or appointment of any candidate for state, county, village or federal office.
Section 5: Political Affiliation
The Chamber in its activities shall be politically non-partisan, non-sectional, and non-sectarian.

ARTICLE II
Membership
Section 1: Eligibility/Voting
Any person, individual, association, corporation, or partnership having an interest in the organization may apply for one or more memberships in the Chamber of Commerce and shall nominate individuals to represent such memberships, one for each membership. Such membership, when filed with the Blanchester Area Chamber of Commerce, shall
entitle each nominee to the full privileges of membership except that each member shall have but one vote. Each application to become a member shall be subject to the approval of the Board of Directors. In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote

Section 2: Investments
Membership investments shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable in advance.
Section 3: Termination (Resignation, expulsion and delinquency.)
a) Any member may resign from the chamber upon written request to the Board of Directors; b) Any member shall be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after ninety (90) days from the date due, unless otherwise extended for good cause; c) Any member may be expelled by a three-fourths vote
of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the chamber. No member may be expelled without the opportunity of a hearing before the Board of Directors at a proposed time and place and after reasonable notice. A three-fourths vote of all Directors

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present shall be necessary to expel a member. An expelled member shall have the right to appeal to the entire Chamber and upon his written request, he must be allowed to make
such an appeal at the next regular monthly meeting or special meeting within the next thirty (30) days of such a request.

Section 4: Exercise of Privileges
Any firm, association, corporation, partnership, or estate holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice. The death, resignation, or expulsion of a member shall
terminate his membership. The termination of a membership shall work a forfeiture of all interest of the member in and to the property of the corporation, and the member shall thereafter have no right thereto or any part thereof.
The substitution of a new assignee for the holder of a plural membership shall in no case terminate the particular membership.

Section 5: 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 payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.

ARTICLE III
Meetings
Section I: Annual Meeting
The annual meeting of the Blanchester Area Chamber of Commerce, shall be held during November, at a time and place selected by the Board of Directors. If there is a conflict in reserving a place to have the meeting, or something that would prevent it from taking place in November, the Board of Directors can vote on a new location and date.
The time and place shall be fixed by the Board of Directors and notice thereof emailed to each member at least ten (10) days before said meeting. The purpose of the annual meeting will be to have a gathering of members, presentation of awards, and announce new board members for the upcoming year. Prior to the annual meeting, nomination and request forms for membership on board, Businessman of the Year, Businesswoman of the Year, Citizen of the Year, and any other category the Board votes to have an award for, will be emailed to all members in good standing, so they may vote, and results will be presented at the annual meeting. A committee of no less than three, shall be appointed by the Board, to go through all nominations received for awards. Said committee will then decide the award winners.
Anyone wishing to vote for or nominate someone to be a new board member must submit such a request in writing to the board, by the first Wednesday of the month, prior to the annual meeting. Anyone wishing to become a Board member, can let a current member of the board know their desire to be on the Board. It will then be presented to the Board. If there is an opening on the Board, the Board will vote. Majority vote will determine if

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said person is voted onto the Board. New members for the upcoming year, will be announced at the annual meeting. No voting will take place at the meeting, it will be
done by the Board prior to the meeting, based upon votes, nominations and requests received from Chamber members in good standing.
Section 2: Additional Meetings (General membership, Board and committee meetings.)
General meetings of the chamber may be called by the President of the Board at any time, or upon petition in writing of any fifty percent or 50% of members in good standing: a) Notice of special meetings shall be emailed to each member at least five (5) days prior to such meetings; b) Board meetings may be called by the President of the Board or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the 3, purpose of the meeting) shall be given to each director at least three (3) days prior to said meeting; c) Committee meetings may be called at any time by the President of the Chamber, or by the committee's chairman.
Section 3: Regular Monthly Meetings shall be held at noon the second Wednesday of the month at the Municipal Building in room 222. Regular monthly meeting may be moved to other locations from time to time as needed. Board members must be notified of change in location in advance.

Section 3: Quorums
At any duly called general meeting of the chamber, (fifty one percent or 51%) members shall constitute a quorum; at a Board meeting , a majority of directors present shall constitute a quorum; at committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members. In that case, five (5) shall
constitute a quorum. When a quorum cannot be formed for a general meeting, a non-attending member will be considered a vote in favor of the proposed measure, if the majority of those in attendance are in favor of the proposed measure, or count as an opposed vote, if the majority present are not in favor of proposed measure.

Section 4: Notices, Agenda, Minutes
Emailed notice of all chamber meetings must be given at least three (3) days-in advance for monthly meetings, to Board members, unless otherwise stated. An advance agenda and minutes must be prepared for all meetings, except for the annual meeting. Annual meeting must have a program of events prepared for those in attendance. Written or emailed notice must be sent to all members in good standing at least ten (10) days prior to annual meeting. Votes may be conducted by email with a majority vote, when something comes up that must be decided upon prior to a regular monthly meeting.
ARTICLE IV
Board of Directors
Section 1: Composition of the Board
The government of the Chamber, the direction of its work, and control of its property shall be vested in a Board of Directors consisting of thirteen (13) elected members. Of these thirteen there will be appointed a president, vice president, treasurer, and secretary. These four positions will be called Officers or Board of Directors on the Board. They will be appointed for a term of 1 year. Each year in December, the Board members will
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vote by ballot to select new officers to fill these positions. A previous year officer can be
re-elected for another one year term at each election, but not to exceed three years consecutively. The officers shall have the power to fill all vacancies on the Board. Appointments of vacant officer seats shall be filled only until the next general election. They may adopt rules for conducting the business of the Chamber. They shall meet not less frequently than once a month, at such regular time and place will be determined by them.
Section 2: Selection and Election of Board members.
A. Any person interested in being on the Board of the Chamber must come to a monthly meeting and present their desire to be on the Board. The Board members will then vote as to whether to accept the person on the board, or reject their request. Each candidate must be an active member in good standing, or pay dues if a new member to Chamber, and must have agreed to accept responsibility of a directorship. No Board member who
has served two consecutive three-year terms is eligible for election for a third term. A period of one (1) year must elapse before eligibility is restored. The only exception to this rule would be if there was no one wanting to come on the board, then the current board member could stay on for an additional term if voted in by the rest of the Board.
Any member that has served a three year term, may stay on the board on a year to year basis instead of signing back on for a new three year term, if there is no one wanting to come on the board for a three year term, if that is the case, then the current member can elect to stay on for an additional three year term instead of a one year term, if their remaining on the board for an additional year or three year term is voted on by the rest of the Board and approved.
B. Publicity of Nominations. Prior to the annual meeting if there are any openings on the Board that need filled, members must be notified by email that there are openings available. Anyone wishing to serve on the board, can send in written request, or come to a monthly meeting and put in a request to be considered in person.
C. Nomination Committee. If there are more requests to be on the board, than there are vacancies available, a nomination committee of at least three board members, shall be formed to determine who they feel would be best suited for the board. They would then present their determination to the board for a vote.
D. Determination. Once the Board members have voted on new board members, that will be fulfilling a three year term, an email must be sent to all members in good standing. These members will have 3 days to present a formal objection to any nomination. If no objections are made, the new members will be announced at the annual meeting.
E. Seating of new Directors
All newly-elected and appointed Board members shall be seated at the conclusion of the regular December Board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the new directors are seated.
Section 3: 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 membership on the Board unless confined by illness or other absence approved by a majority vote on those voting at any meeting thereof.


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Section 4: Policy
The Board of Directors is responsible for establishing procedure and formulating policy of the organization.
Section 5: Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the chamber of any and all current or former officers, directors and employees 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 officers, directors or employees of the chamber, except in relation to matters as to which such individuals shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as stall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
The Board shall carry Directors and Officers insurance.

ARTICLE V
Officers
Section 1: Determination of Officers
Immediately after the installation of new directors, the directors shall meet and elect a President, Vice President, a Secretary and Treasurer. All of said officers must be members of the Board of Directors. Officers terms will start in January.
Section 2; Duties of Officers
A. President. The president shall preside at all meetings of the Chamber and Board of Directors, and perform all duties incident to this office. He shall, subject to the approval of the Board of directors, appoint all committees and he shall be ex-officio member of all committees. He shall at the annual meeting of the Chamber, and at such other times as he may deem proper, commend to the membership of the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber. The president may appoint a "host" for the annual meeting to act as the main spokesperson during the annual meeting.
B. Vice-President. The Vice-President shall act in the absence of the president; and in the absence or disability of the President shall be chosen to act temporarily.
C. Treasurer. The Treasurer will receive and disburse the funds of the Chamber. He shall keep all monies of the Chamber deposited in its name. At the regular monthly meetings the treasurer shall give the treasurers report. An annual report shall be posted on the Chamber website in lieu of being read at the annual meeting. This being to speed up the process of the meeting, and give members a chance to review it and print if off if desired.
D. Secretary. It shall be the duty of the Secretary to conduct the official correspondence, and preserve all documents and communications of the Chamber, the Board of Directors and all committees. He shall submit a written report at each regular meeting of the minutes from the previous month. No minutes will be read at the annual meeting. The Secretary will however take minutes at the annual meeting. These minutes will be posted
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on the Chamber website within 14 days following the annual meeting. He shall perform such duties as may be incident to his office, subject to the direction of the Board of
Directors. At the expiration of his term of office he shall deliver to the Board of Directors all books, papers, and property of the Chamber.
E. 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 actions. The Executive Committee shall be composed of the President, the Vice Presidents, the Treasurer, and the Secretary. The Executive Committee may refer matters brought forward to a proper standing committee which it may designate or to the Board.
F. Vacancies. Upon the permanent withdrawal of the President for any reason during the first four (4) months of office, the Vice- President shall assume the position of President for the unexpired term;
The same procedure shall be followed for permanent withdrawal by the First Vice-president.

ARTICLE VI
Committees
Section 1: Appointment and Authority
The President of the Chamber by and with the approval of the Board of Directors shall appoint all committees and committee chairmen. The President may appoint such ad hoc committees and their chairmen as deemed necessary to carry out the program of the chamber. Committee appointments shall be at the will and pleasure of the President of
the Chamber and shall serve concurrent with the term of the appointing president unless a different term is approved by the Board of Directors. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of directors, and to carry on such activities as may be delegated to them by the Board.
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 and ratified by the Board of Directors. Committees shall be discharged by the President of the Chamber 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 committees.
Section 3: Standing Committees
Standing committees should consist of Legislative, Finance, Membership, Publicity arid Banquet. Standing committee chairmen shall be appointed by the president within thirty (30) days of his election, subject to approval of the Board of Directors.
A. Legislative Committee. The Legislative Committee will monitor actions in the village, township, county and state governments which may impinge on the functioning of sphere of interest endemic to the Blanchester Area Chamber of Commerce.
Items which have a potential impact on the Chamber will be brought to the attention of the Board of Directors with recommendations for action.


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B. Finance Committee. The Finance Committee shall cause to be audited annually the books and accounts of the Chamber at the close of the fiscal year and report its findings to the Board of Directors. All recommendations for expenditures outside the budget shall be submitted to the Finance Committee, whose recommendations shall be
submitted to the Board.
C. Membership Committee. The Membership Committee shall conduct an annual membership drive and handle solicitation of members whose dues are in arrears. This included the delivery of plaques, issuance of thank you letters and proper disposition of any other matters raised by the membership.
D. Publicity Committee. The Publicity Committee is responsible for the gathering of data on industrial opportunities, schools, churches, historical sites and other items which are required by businesses and individuals interested in locating in the Blanchester and Clinton County area. Included in this responsibility are the preparation of maps and brochures detailing items of interest. This committee must make the Chamber aware of any new businesses that have established in our area and prepare a proper greeting.
E. Banquet. The Banquet Committee shall conduct the annual banquet and perform all duties related thereto.
F. Event. Committees will be formed as needed for events. Each committee may recruit others from the community to serve on event committees.

ARTICLE VII
Finances
Section 1: Funds
All money paid to the chamber shall be placed in a general operating fund. Funds unused from the current year's budget will be placed in a reserve account.
Section 2: Disbursements
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. Checks may be co-signed by the president and the Treasurer. Or by the Treasurer and Vice President, or Secretary.
Section 3: Calendar Year
For tax purposes the Blanchester Area Chamber of Commerce will be based on the calendar year.
Section 4: Budget
As soon as possible after the annual meeting for each year, the Finance Committee shall compile a budget of estimated expenses, including a stated amount for each committee, and submit it to the Board of Directors. As passed by the Board with or without modification, this budget shall be the appropriation measure of the Chamber. No
committee may exceed its appropriation without the consent of the Board of Directors.
Section 5: Credit Card
A credit card bearing the name of the Blanchester Area Chamber of Commerce will have a $1000. Limit and will be available for use by an Officer of the Board to pay for items needed by the Chamber. Monthly statement for credit card purchases must be presented

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at each monthly meeting for review. Purchases cannot be made for personal use, but must only be for Chamber expenses.

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 procedures when a matter comes up that is not covered by the bylaws of the Chamber. The President may appoint a parliamentarian to preside for procedure questions at Chamber meetings.
ARTICLE IX
Amendments
Section 1: Revisions
These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members at any regular or special meeting, providing the notice for the meeting includes a proposal for amendments. Notice of proposal of amendments or alterations must have been emailed by the Executive Secretary to
each member not less than (5) days prior to such meetings.
This new version of the bylaws has been undertaken according to Robert's Rules, which states the following.


Tackling a full revision of your bylaws
A revision to bylaws is an extensive rewrite that often makes fundamental changes in the structure of the organization. By considering a revision of your bylaws, you're proposing to substitute a new set of bylaws for the existing ones. Therefore, the rules regarding scope of notice that limit primary and secondary amendments don't apply. Your group is free to amend anything in the proposed revision before it's adopted, as if the bylaws were being considered and adopted for the first time.


1/14/2015




Blanchester Area Chamber of Commerce