Bylaws

Chamber of Commerce

For Persons with Disabilities Hawaii

Bylaws

May 21, 2013

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ARTICLE I – NAME

ARTICLE II – TERM

ARTICLE II – MISSION

ARTICLE III – MEMBERSHIP

ARTICLE IV – MEETINGS

ARTICLE V – BOARD OF DIRECTORS

ARTICLE VI – EXECUTIVE DIRECTORS

ARTICLE VII – ELECTION

ARTICLE VIII – COMMITTEES

ARTICLE IX – OFFICERS

ARTICLE X – COMMITTEE RESOLUTIONS

ARTICLE XI – BUDGET AND FISCAL POLICY

ARTICLE XII – AMENDMENTS

ARTICLE XIII – SEVERABILITY

Section 1: Name. The organization is incorporated under the laws of the State of Hawaii and shall be known as the Chamber of Commerce for Persons with Disabilities - Hawaii, hereinafter the "Chamber".

Section 2: Place of Business. The principal business office of the Chamber shall be maintained in the city of Honolulu, county of Honolulu, in the state of Hawaii.

Section 1: Term. The term of this organization shall be indefinite.

Section 2: Limitations. The Chamber shall be non-partisan and non-sectarian and shall operate per state and federal laws applying to the tax-exempt status under IRC 501(c)(6) of business leagues, chambers of commerce, boards of trade, and similar organizations.

Section 1: Mission. The Chamber shall maintain a leadership role in the community through programs, services and events that enhances the quality, general welfare and economic well-being of all ethical forms of commerce owned by, serving or associated with persons with disabilities in Hawaii.

Section 1:  Membership Eligibility & Applications.

a.      Eligibility includes individuals, organizations and associations in good standing with the requirements to do business or operate in the state of Hawaii at the time of application. All other persons not actively in business or profession, such as government employees, clubs, organization representatives, industry representatives, retired, or who are committed to the mission of the Chamber, may be eligible to be an associate member of the Chamber.

b.      Applications for memberships, in a form approved of by the Board of Directors from time to time, shall be submitted to the Chamber by the applicant. Upon approval for membership, member agrees to comply with the articles of incorporation, bylaws and other policies, rules and regulations of the Chamber.

c.       Nominations for honorary membership shall be submitted to the Board of Directors. A majority affirmative vote of the Board of Directors is necessary for the election to honorary membership.

Section 2: Classifications of Membership. There shall be five (5) classifications of membership as follows:

a.      General Member – shall consist of those employers, professionals or businesses that have been accepted as members of the Chamber and are in good standing. A general member shall be listed as a member, pay annual dues, be entitled to membership privileges, be entitled to one (1) vote at chamber business meetings and may be elected a director or officer.

b.      Not for Profit or Charitable Member – shall be a designated 501(c) organization. A not for profit or charitable member shall be listed as a member, pay annual dues, be entitled to membership privileges, be entitled to one (1) vote at chamber business meetings and may be elected a director or officer.

c.       Trustee Member – shall be those professionals or business entities desiring to further the activities of the Chamber by being more financially involved. Trustee member shall be listed as a member, pay annual dues, be entitled to membership privileges and trustee benefits, be entitled to one (1) vote at chamber business meetings and may be elected a director or officer.

d.      Associate Member – shall be those individuals, professionals or business entities providing products or services to members of this Chamber. Associate member may be listed as an Associate Member, pay no membership dues, hold no office, and cast no vote.

e.      Honorary Member – shall be those individuals, professionals or business entities having performed distinguished public service with regards to the mission of this Chamber. Membership is by vote of the Board of Directors. Honorary member shall be listed as a member, hold an honorary title, and are not entitled to membership privileges. Honorary members shall pay no membership dues, not hold office, and cast no vote.

Section 3:  Dues

a.      Membership dues for all classifications of membership, except associate or honorary members, shall be due and payable annually on January 1. Membership in the Chamber shall be terminated for nonpayment of dues after sixty (60) days from the date due, unless otherwise extended for good cause by the Board of Directors.

b.      Increase or decrease in dues may be approved by vote at the annual meeting of members.

c.       No interest, earnings or direct financial return is provided to members as a result of payment of dues.

Section 4: Expulsion of a Member

a.      A member shall be expelled from membership by a majority vote of the Board of Directors for failure to comply with the articles of incorporation, bylaws or other adopted policies, rules and regulations of the Chamber. Such member shall be given reasonable notice of a meeting at which such expulsion will be considered and shall be given a hearing by the board.

Section 1: Membership Meetings. “Robert’s Rules of Order, Newly Revised” as amended from time to time, shall be the parliamentary authority for all matters and procedures not specifically addressed by the articles of incorporation and these bylaws.

a.      The general membership of the Chamber shall hold an annual meeting in the first quarter of each year at a time and place to be designated by the Board of Directors. At such annual meeting, directors and officers may be elected and installed, reports of the officers of the Chamber may be considered and any other business may be transacted.

b.      Regular meetings of the membership of Chamber shall be held monthly at a time and place designated by the Board of Directors. Notice shall be delivered to each member stating the time and place of each meeting.

c.       Special meetings of members may be called by the chairperson, chairperson-elect or by a majority vote of the Board of Directors. Written neither notice stating the time, place and purpose of the special meeting shall be delivered to each member not less than ten (10) nor more than sixty (60) days prior to the date of the meeting.

d.      At any meeting where a vote of the membership is to take place, any named voting member on the Chamber’s most current membership list shall be able to cast a vote. There shall be no voting by proxy. Thirty percent (30%) of the total eligible voting members of the Chamber shall constitute a quorum for the transaction of business or conducting a vote. If a quorum is not present at any meeting of members, a majority of those present may choose to continue or adjourn the meeting.

e.      Any meeting may be held by electronic participation only if all those participating by electronic devices can openly interact in real time with the entire meeting body to address, discuss and vote on motions.

f.        The unedited recording of an electronic meeting may be recorded as the official minutes of that meeting and shall be stored by as such the secretary.   

Section 2: Board of Directors’ Meetings. Regular meetings of the Board of Directors shall be held monthly at a time and place to be designated by the Board of Directors. A notice shall be given to each board member 28 days in advance and shall state the time and place of the meeting. Absence from either three (3) consecutive regular board meetings or from four (4) regular board meetings in any twelve (12) month period shall be considered by the board as presentation of the director’s resignation and will either be accepted or rejected by either the executive committee or the board at its next regular meeting.

Section 3: Executive Committee Meetings. Regular meetings of the executive committee shall be held prior to the regular meetings of the Board of Directors at a time and place to be designated by the chairperson. Special meetings of the executive committee may be called by the chairperson, the chairperson-elect or any three (3) members of the committee. For a special meeting, at least 24 hour notice must be given via hand delivery, facsimile or e-mail with receipt verification.

Section 4: Annual Meetings. The June meeting of the Board of Directors may be designated as the annual meeting at which time the new officers shall be officially installed and the budget adopted.

Section 5: Special Meetings. Special meetings of the Board of Directors may be called by the chairperson, chairperson-elect or any three (3) members of the board. A notice within twenty-four (24) hours setting forth the purpose of the meeting shall be given via hand delivery, facsimile or e-mailed to each director.

Section 6: Quorum. A quorum is required for the transaction of business of the Board of Directors shall be not less than 40% of the entire board. Written and signed proxy ballets shall be allowed to establish a quorum at board meetings. A simple majority of the members in attendance of the Executive Committee shall be a quorum.

Section 7: Action Permitted By Directors Without Meeting. Action required or permitted to be taken by the Board of Directors may be taken without a meeting if said action is described and authorized in writing by the board pursuant to the rules of quorum set forth in Article IV, Section 6. Such consenting authorization shall be signed by the each consenting director. Such executed consenting authorization has the effect of a meeting and may be described as such in any document.

Section 8: Waiver of Notice. Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute waiver of notice of such meeting and a waiver of any and all objections to the place of meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened

Section 1: Duties. The Board of Directors is responsible for establishing policy, approving budgets, and providing guidance of the affairs of Chamber. Persons composing the Board of Directors are nominated, approved by election and are members of the Chamber in good standing. The Chamber shall operate with a minimum two (2) directors.

Section 2: Term of Office. Each director’s term in office shall be determined by the board prior to any nominating or election process and those terms shall be assigned as either a two (2), four (4) or six (6) year term.  The following conditions should be considered for director eligibility by the nominating committee:

a.      Compliance with board attendance requirements as outlined in Article IV, Section 2.

b.      Active participation in at least one current committee.

c.       Actively attend/participate in an activity described in the board’s Commitment Agreement.

d.      Any other conditions as may be determined from time to time by the Board of Directors.

e.      No director shall be eligible for election for more than two (2) consecutive full terms unless approved by a two thirds (2/3) vote in the affirmative by the board.

Section 3: Vacancies. Vacancies in the Board of Directors may be filled by a majority vote of the remaining directors and shall proceed within ninety (90) days from the date the vacancy occurred. Each person so elected to fill a vacancy shall remain a director until he/she has completed the unexpired term.

Section 4:  Removal of a Director/Officer. Any director of officer may be removed when in violation of the terms of the Board Commitment Agreement and/or for the best interests of the Chamber. Termination requires a two-thirds (2/3) vote of the members of the Board of Directors.

Section 1: Authorization. Committees may be established as the Board of Directors shall from time to time deem necessary to carry on the work of the Chamber. All Committee Chairs, except the Nominating Committee and the Election Committee, shall be nominated by the Executive Director then voted on by a majority of the executive committee.

Section 2: Executive Committee. The executive committee shall be elected by members of the Board of Directors from its membership and shall include the immediate past chairperson. The executive committee shall be responsible for the transaction of all business of the Chamber. Actions taken under this authority are reported to the board for review. The Board of Directors shall receive from the personnel committee an written evaluation of the performance of the executive committee and render said written report to the Board of Directors at not less than 30 days past the end of the Chamber’s fiscal year. Vacancies may be filled from the Board of Directors, nominated by the chairperson, approved by the executive committee and presented to the Board of Directors at their next regular meeting for ratification. One member of the executive committee shall be designated as parliamentarian.

Section 3: Nominating Committee. At the regular August meeting, the Chamber shall elect a nominating committee of not less than two (2) and not more than five (5) members of from the general membership. The committee shall select its own Chair. Prior to the March meeting, the committee shall present to the President a slate of at least one (1) candidate for each office or directorship whose term will expire, and shall be selected from Board of Directors annually in June.

Section 4: Election Committee At the regular September meeting, the Chamber shall elect an election committee of no less than two (2), nor more than five (5) members of the Chamber. The committee shall select its own Chair. The committee shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the executive director.

Section 5: Audit Committee. The executive committee shall appoint three members of the Chamber to be the Audit Committee whose duty is to audit the Treasurer's accounts at the close of the fiscal year and to report to the Board of Directors.

Section 6: Membership Committee. The membership committee shall be comprised of at least two (2) members with a director serving as chair. The committee shall promote and project the purpose, work, and identity of the Chamber as an ongoing effort; recruit new members; members with appropriate identification; and maintain membership records.

Section 7: Program Committee. The Program Committee shall be comprised of at least two members with a director serving as chair. The Committee shall be responsible for arranging for all speakers, programs, menus, etc., for all luncheons, dinners, special functions, and forums sponsored by the Chamber. This committee will provide the Secretary with timely information for membership notification. The committee is charged with providing at least one annual event.

Section 8: Legislative Communications Committee. The committee shall be composed of at least two members with a director serving as chair and shall be alert and sensitive to the political needs affecting the businesses represented by the Chamber. A representative of this committee will attend appropriate governmental, legislative, & community meetings, hearings, testimonies, and forums to meet and prepare positions of support or opposition to issues in the form of recommendations from and reports to the Board of Directors.

Section 9: Awards Committee. The committee shall be comprised of at least two (2) members with a director serving as chair. The number and scope of the awards shall be determined annually by the committee and approved by the Board of Directors.

Section 10: Public Relations/Marketing Committee. The committee shall be comprised of at least two members with a director serving as chair. This committee will be responsible for press releases, advertisements, and other such marketing duties as imposed by the Board of Directors.

Section 11: Electronic Media Committee. The committee shall be comprised of at least two members with a director serving as chair. This committee will be responsible for communications by electronic means including website, cell phone, radio, television, and other such marketing duties as imposed by the Board of Directors.

Section 12: International Relations Committee. The international relations committee shall be comprised of at least two members with a director serving as chair. The committee will be responsible distributing material provided by the public relations/marketing committee to persons not having English their primary language.

Section 13: Finance Committee. The finance committee shall be comprised of at least two members with a director serving as chair. Members shall be composed of the Executive Director, Treasurer, and not less than one (1) member of Board of Director. The committee is responsible for the monitoring of funds throughout the year to assure adequate funds are available to carry out the work of the Chamber, and propose an annual budget submitted to the Board of Directors for adoption or amendments at its September board meeting.

Section 14: Personnel Committee The personnel committee shall be comprised of at least two members with a director serving as chair. The committee is responsible for evaluating executive committee members and officers and shall also act as a grievance committee should any personnel issued require such attention.

Section 15: Past Chairperson.This section is removed April 30, 2013.

Section 16: All Other Committees. Committee may be appointed, from time to time, by the executive committee, subject to the approval of the Board of Directors, and shall perform such functions as may be assigned to them. Said committees shall exist only as long as the need exists and shall report to the executive committee assigned to supervise the activities.

Section 17: General. By September, the incoming chairperson shall have appointed all divisional vice chairpersons and all committee chairpersons for the coming fiscal year. Committee chairperson do not have to be members of the Board of Directors but must be members in good standing of the Chamber. All committee chairpersons report to the divisional vice chairperson assigned to supervise their committee activities.

Section 18: Committee Meeting Committee meetings may be scheduled on a monthly basis and not less than annually. A concise written report shall be prepared of the committee’s activities and submitted to the President at least 14 (14) days prior to the monthly Board of Directors meeting.

Section 19: Committee Responsibilities All committees, including the executive committee, are responsible to the Board of Directors and all committees shall function as part of the Chamber to further the mission of the Chamber. Other than the executive committee, no committee or committee member shall have the power to make or commit the Chamber in any manner or fashion whatsoever, unless specific by resolution of the Board of Directors.

Section 1: Rules. Elections shall be conducted pursuant to the dictates of Roberts Rules of Order Revised.

Section 2: Board of Directors. At the August Board of Directors meeting, the board shall elect the Nominating Committee members from the current board members. A Nominating Committee shall consist of no less than two (2) board members, including the chairperson-elect who shall act as chairperson. This committee shall deliver to the June General Membership Meeting, a slate of candidates, if any, having been vetted by a procedure established by this committee, of the directors to be elected. Nominations shall be open from the floor. In the event of a nomination from the floor the nominated candidate shall be vetted before brought back to the floor.

Any member in good standing may nominate another member in good standing for the open director position by submitting the name under his/her signature together with endorsement of one (1) other member in good standing. The candidate should also approve his/her nomination by signing the written nomination indicating his/her willingness to serve. Such written nomination must be delivered to the Chamber office no later than ten (10) days after the slate is announced to the general membership on which date the nominations shall be considered closed.

Section 2: Officers. At the May Board of Directors meeting, the Nominating Committee shall deliver a slate of officer nominations for any open positions for the coming year, to the June Board of Directors meeting. The floor shall be open for nominations at this time. All officers must be members of the Board of Directors and consent to having their names presented for election. If no additional nominations are forthcoming, the chairperson shall declare the slate as presented.

Section 4: General Election. A listing of nominee’s name, position and term shall be distributed to voting members at least thirty (30) days prior to the July General Meeting. Ballots listing the nominee’s name, position and term shall be distributed to voting members at the July General Meeting. The ballots will be called in by the presiding officer and the Elections Committee shall be responsible for tabulating the ballots.

The chairperson shall either hire an independent accounting firm or appoint a committee of three (3) to count the ballots and their determination shall be conclusive. Those nominees receiving the greatest number of ballots will be elected by plurality vote. The chairperson shall announce and introduce the new directors and officers at the August General Membership Meeting.

Section 1: Composition. The Chamber may employ officers representing the Chamber. The officers may consist of a president, one of more vice-presidents, treasurer and secretary. The Executive Committee, with the approval of the Board of Directors, shall be responsible for the employ of the officers.

Section 2: Duties of the President. The president shall serve as the chief executive officer, shall preside at all membership and board meetings, and shall perform such duties pertinent to the obligations of the office president. The president shall be an ex-officio member of all committees except the Nominating Committee and the Election Committee.

Section 3: Duties of the Vice-President. The vice-president, in the absence of, or when requested by the president, shall serve as the president-elect of the Chamber and shall perform such duties pertinent to the obligations of the office of vice-president. The vice-president will serve as chair of the Program Committee.

Section 4: Duties of the Secretary. The Secretary shall record and preserve the minutes of all regular and special meetings of the Chamber, and perform such other duties as may pertain to this office or as may be imposed by the executive committee.

Section 5: Duties of the Treasurer. The Treasurer shall, with the president, share custody & responsibility of all of the funds of the Chamber, shall make payments as authorized by the Executive Committee, shall account to the Board of Directors for same at its regular meetings and at other times when requested, and shall perform such other duties as may pertain to this office or as may be imposed by the Board of Directors.

Section 6: Compensation. Officers may draw salaries and necessary benefits as employees and be reimbursed from the general funds for expenses incurred as a direct result of fulfilling the duties & obligations of his or her office.

Section 7:  Emergency powers. The president shall have authority to implement chamber policy, as promulgated by the Board of Directors; and the president may execute contracts for the Chamber upon prior board approval and ratification. The president may execute non-budgeted contracts co-signed by the secretary and payments for non-budgeted items co-signed by the treasurer while within pre-established guidelines for any non-budgeted items.

At its discretion, the executive committee may delegate to the secretary of the Chamber, the usual duties of the treasurer, namely reviewing books, acknowledging receipts and drawing up checks to the amount authorized from actions of the board.

If the position of president is vacant, the vice president immediately assumes the duties of the president until the board appoints an interim “acting president” to assume the above duties and authorities. This individual shall normally be the chairperson of the board and shall serve without compensation until a president is hired or appointed. During such vacancy period, the acting president may request, and the executive committee may authorize, the appointment of a paid executive director to oversee the day to day operational aspects of the Chamber and staff as outlined in the above duties of the president.

Section 8: Personnel Review. All personnel shall receive annual performance and salary review by the appropriate supervisor, with approval by the executive director.

The executive director’s annual performance, salary review & recommendations will be conducted by the Board of Directors or a hired independent third party. Recommendations of the personnel committee will be incorporated into evaluations.

Section 9: Corporate Seal. A corporate seal may be incorporated into the business of the Chamber and shall be maintained in the possession of the executive director and/or president. The Board of Directors by resolution shall designate the person(s) authorized to affix the seal.

Section 1:  Resolution.All committee resolutions to be presented to the Board of Directors for consideration shall be distributed to all board members at least forty-eight (48) hours prior to the board meeting at which it is to be considered. An emergency resolution may be considered but requires the majority approval of the members of the Board of Directors present.

Section 1: Fiscal Year.The fiscal year of the corporation shall be June 1 through May 30.

Section 2:  Budget Approval. Adoption of the budget shall require a 2/3 vote of the entire of the members of the Board of Directors.

Section 3: Disbursement & Payments. All requests for funds in excess of $500, not budgeted, and all requests for any chamber event where gross expenses may exceed $500, not budgeted, must be approved at a meeting of the Board of Directors by a majority present. All payments must be made by check or bank draft with not less than the signature of two (2) executive directors or, by two (2) officers if those powers have been delegated to officers

Section 1: Meeting to Amend. The Board of Directors may amend, revise or rescind any part of these bylaws at any meeting by a 2/3 majority vote in the affirmative of all the members of the Board of Directors.

Section 2: Notice. Prior notice of proposed amendment(s), revision(s) or rescission(s) of these bylaws shall be given to all members of the Board of Directors not less than seven (7) days prior to the meeting at which they are to be amended. The notice will state article, section and text to be affected and the proposed change.

Section 1:  Remedy. If a provision of these bylaws be deemed illegal, invalid or unenforceable, said provision may be modified, edited or reconstructed to comply with the rules and laws in any one of the following manners:

a.      As provided by these bylaws in Article XII section 1; or

b.      The parties may negotiate a new term specific to the provision in question; or

c.       Brought before a competent court; or

d.      Other third party mediator, arbitrator to substitute an enforceable clause or leave it.

Section 2:  Severability. Should the offending provision be unable to be made to comply with the rules & laws of that jurisdiction then that provision shall be severed and shall be inoperative and the remaining bylaws shall be operative, legal, valid and enforceable in that jurisdiction.

 

Adopted this _________ of _____________________________ in Honolulu, Hawaii by

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President

 

Secretary

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