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