CHINO VALLEY CHAMBER OF COMMERCE
Section 1. NAME. This organization is incorporated under the laws of the State of California and shall be known as
the CHINO VALLEY CHAMBER OF COMMERCE, hereinafter referred to as the Chamber.
Section 2. PURPOSE. The Chino Valley Chamber of Commerce is a membership organization supporting local
businesses, both large and small, and promoting economic development and retention and legislative advocacy.
Sections. LIMITATIONS OF METHODS.
- The Chamber shall observe all local, state and federal laws, which apply to nonprofit
organizations as defined in section 501(c)(6) of the Internal Revenue Code.
- The Chamber shall not discriminate in its membership because of age, race, creed,
color, sex or national origin or any other classification prohibited by law.
- The Chamber may, with Board approval, endorse business friendly candidates running for State or Federal
Section 1. ELIGIBILITY. Any person, association, corporation, partnership or entity having an interest in the
objectives of the organization shall be eligible to apply for membership; hereinafter referred to as “member”.
Section 2. APPLICATION. Applications for membership shall be in writing to the Board of Directors. Application and
payment of annual membership dues shall constitute an agreement on the part of the applicant, if approved, to
adhere to all Bylaws, policies and procedures adopted by the Board of Directors. Nonapproved
applicants will be
notified in writing.
Section 3. ADMISSION. The Board of Directors shall review the admission of an applicant to membership for
approval within 60 days of receipt of application and full payment of membership dues.
Section 4. TERMINATION (Resignation released
- Any member may resign from the Chamber upon written request to the Board of Directors;
- Any member may be released by the Board of Directors by a twothirds
(2/3) vote for nonpayment of dues
after ninety (90) days from the date due, unless otherwise extended for a good cause.
- Any member may be released by twothirds
(2/3) vote of the Board of Directors, at a regular scheduled
meeting thereof, for conduct unbecoming a member prejudicial to the aims or repute of the Chamber. Previous to
this, the member complained against must be afforded notice and opportunity for a hearing with the Executive
Committee of the Board.
Section 5. CLASSIFICATIONS. There shall be three classifications of membership.
- Active members are any association, corporation, partnership or entity that shall pay the investment
schedule set by the Board of Directors and shall enjoy all the rights and privileges of the Chamber, including the right
to vote and to hold office.
- Individual memberships are persons who wish to have full benefit of the Chamber including the right to vote
and to hold office. Individual members will not represent any association, corporation, partnership or business entity.
- Honorary Memberships may be given to any person of distinction who has rendered outstanding service to
the Chamber, the city or the community at large. Honorary members shall have all the privileges of members except
the right to vote and hold office and shall be exempt from payment of dues. Election to honorary membership shall
require a twothirds
(2/3) vote of directors present at any meeting thereof. Honorary membership shall be for one
Section 6. VOTING. In any proceeding in which voting by members is called for, each member in good standing shall
be entitled to cast one (1) vote in writing.
Section.7. DUES. Members shall pay annually in advance and in accordance with the schedule adopted by the Board
of Directors and currently in effect. Membership rights shall not exist until dues have been paid.
Section 1. ANNUAL MEETING. The annual meeting of the corporation, in compliance with the State Law, shall be
held in May. The time and place shall be fixed by the board of directors and notice thereof mailed to each member at
least ten (10) days before said meeting.
Section 2. ADDITIONAL MEETINGS. (General, Special, Regular Board, and Committee) Meetings may be called and
notice of same given as follows:
- General and Special meetings may be called by the Chairman of the Board, the Board of Directors, or by
written request of 5% of members in good standing. Notice thereof shall be mailed to each member at least five (5)
days prior to such meeting.
- Board of Directors meetings may be called by the Chairman of the Board or by the Board of Directors upon
written request of three (3) members of the Board. The Board of Directors will have no less than six monthly meetings
per year, with the regular monthly meetings to be held at a place, date and hour to be designated by the Board of
Directors. Notice thereof, including the purpose of the meeting shall be given to each director at least one (1) day
prior to said meeting.
- Committee meetings may be called at any time by the Chairman of the Board, respective division
or by the Committee's Chair.
- General and Special: At any duly called meeting of the Chamber, 5% of the members in good standing shall
constitute a quorum;
- Board: A majority of Directors shall constitute a quorum of the Board of Directors;
- Committees: A majority shall constitute a quorum, except when a committee consists of more than nine (9)
members, then (5) constitutes a quorum.
Section 4. COMMENTS. Excluding members of the Board of Directors, or committee members, any member
wishing to speak on any item included on the agenda will request permission to speak from the presiding officer. At
the discretion of the presiding officer, comments will be limited to three (3) minutes.
Section 5. PARLIAMENTARY PROCEDURE. The proceedings of the Chamber meetings shall be governed by and
conducted according to the latest edition of Robert's Rules of Order.
Board of Directors
Section 1. COMPOSITION. The affairs of the Chamber shall be vested in the Board of no less than fifteen (15)
Directors and no more than twentyone
(21) Directors elected from the membership at large.
- The Immediate Past Chairman and all Officers shall be elected members of the Board.
- The Chairman of the Board, subject to Board approval, may appoint an attorney at law, licensed to practice
in California, to serve as General Counsel of the Chamber. The General Counsel shall provide the Board with legal
interpretations and advice on matters designated and may attend all meetings of the Board and the Executive
Committee as a nonvoting
- Participation in the Board of Directors shall be limited to one (1) representative per dues paying member.
Section 2. TERMS. Up to seven (7) members of the Board of Directors shall be elected annually for a period of three
(3) years at the May Board meeting. No director shall serve on the Board for more than six (6) consecutive years in
accordance with State law. Following two (2) consecutive three (3) year terms, or subject to time served to fill a
vacancy of more than eighteen (18) months, one (1) year must elapse before the board member shall be eligible to
serve for more than six (6) consecutive years.
Section 3. NOMINATIONS.
- By December of each year, the Chairman of the Board shall appoint a Nominating Committee to nominate
Directors to be elected from the membership. The Nominating Committee shall consist of six (6) members. The five
(5) voting members, of whom one shall be appointed Chairperson, will include the Chair Elect, and four others, two of
which are not on the Board of Directors; the President/CEO/Executive Director shall be an exofficio,
member of the committee. Three voting members shall constitute a quorum.
- The committee, in carrying out its function with respect to Directors, shall nominate, in writing, members in
good standing who have consented to serve equal in number to the Directors whose terms expire. The slate of
nominees shall be given to the Chairman of the Board in time for the Board of Directors to confirm the individual
nominees at the January Board Meeting. The Chairman of the Board shall advise the general membership of the
proposed slate of nominees within fifteen (15) days of the confirmation.
- The membership has until the first business day in March to file a petition nominating other qualified
members who have consented to serve. Only one nominee per petition will be accepted and it must have the legible
signature, business name, and telephone number of 25 members in good standing. No members are eligible for
election to the Board of Directors unless nominated and his/her name filed with the Chamber on or before the first
business day in March. If no nominations are filed, other than those filed by the official Nominating Committee, or
before the first business day in March, as herein provided, those members nominated by the Nominating Committee
shall be declared elected. Should one or more qualified members be nominated by petition, they, along with the
nominee presented by the Nominating Committee, shall be submitted to a vote of the membership by mail ballot.
Names shall be arranged on the ballot in alphabetical order. Instructions will be to vote for an equal number as the
Directors whose terms expire. Ballots shall be mailed to the membership no later than the first business day in April.
Completed ballots shall be returned to the Chamber and must be received by the first business day in May.
Section 4. ELECTION COMMITTEE. The Chairman of the Board shall appoint, subject to the approval of the Board of
Directors, at least three, but no more than five, tellers who are not members of the Board of Directors or candidates
for election; one will be designated Chairperson by the Chairman of the Board. The President/CEO/Executive
Director will be an exofficio
member of the committee. The Election Committee shall have complete supervision of
the election, including the auditing of the ballots. The Election Committee shall meet at the Chamber offices on the
second business day in May to begin to verify and tally the votes. Immediately upon completion of the tally, and prior
to the May Board meeting, the Election Committee shall report the results of the election to the Board of Directors.
Section 5. TIES. In case of a tie, selection shall be made by draw under the direction of the Board of Directors.
Section 6. SEATING. All newly elected Directors shall be seated at the regular first meeting of the Board of Directors
in July and shall be participating members thereafter.
Section 7. ABSENCES /VACANCIES/RELEASES.
- A member of the Board of Directors who shall be absent from three (3) meetings of the Board of Directors during
one year shall automatically be dropped from membership on the Board, unless confined by illness or other absence
approved by a majority vote of those voting at any meeting of the Board.
- Vacancies on the Board, or among the officers, shall be filled by a majority vote of the Board, to serve the
- Any officer may be removed for failure to perform the duties of office or for conduct unbecoming a Chamber
officer and director prejudicial to the repute of the Chamber upon a vote of twothirds
(2/3) of the Board of Directors at
any regularly scheduled meeting or a meeting called expressly for that purpose, after ten (10) days and opportunity
for hearing are afforded the officer complained against.
Section 8. MANAGEMENT. The Board shall employ a President/CEO/Executive Director and shall fix the salary and
other considerations of employment.
Section 9. FEES AND COMPENSATION. Directors and members of committees, which are not staff members, shall
serve without compensation for their services.
Section 10. INDEMNIFICATION. The Chamber may, by resolution of the Board of Directors, provide for
indemnification by the Chamber of any and all of its Directors or 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 Directors or employees of the Chamber, except in
relation to matters as to which such Directors or employees 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 shall be settled by agreement
predicated on the existence of such liability for negligence or misconduct.
Section 1. DETERMINATION OF OFFICERS. The Board (new and retiring directors) at its regular May meeting shall
reorganize for the coming year. At this meeting, the Board shall elect the ChairElect,
not more than three Vice
Presidents, and a Treasurer. Officers will be elected from members of the new Board; however new members are not
eligible to vote until July 1.
Section 2. EXECUTIVE COMMITTEE: The Executive Committee shall act for and on behalf of the Board when the
Board is not in session, but shall be accountable to the Board for its actions. It shall be composed of the Chairman of
the Board, Executive Vice President, not more than five Vice Presidents, and Past Chairman of the Board. The
President/CEO/Executive Director will act as secretary.
- All officers shall serve for a term of one (1) year, and they shall be voting members of the Board.
- If the Chairman of the Board shall complete his/her six (6) years of continuous service on the Board of
Directors, then his/her term of office will be extended to cover completion of that term of office through the position of
Immediate Past Chairman of the Board, and may become an exofficio
member of the Executive Committee with all
the rights of a standing board member.
Duties of Officers
Section 1. CHAIRMAN OF THE BOARD . The Chairman of the Board shall serve as the chief elected officer of the
Chamber and shall preside at all meetings of the membership, Board of Directors and the Executive Committee. The
Chairman of the Board shall, with the advice and counsel of the President/CEO/Executive Director, assign Vice
Presidents to divisional or departmental responsibility, subject to approval of the Board. The Chairman of the Board
shall, with the advice and counsel of the Vice Presidents and President/CEO/Executive Director, determine all
committees, select all committee leaders, and assist in the selection of the committee personnel, subject to approval
of the Board.
Section 2. CHAIR ELECT. The Chair Elect shall exercise the powers and authority and perform the duties of the
Chairman of the Board in the absence or disability of the President.
Section 3. VICE PRESIDENT. The duties of each Vice President shall be such as their titles by general usage would
indicate, and such as required by law, as well as those that may be assigned by the President and Board. They will
also have under their immediate jurisdiction all committees pertaining to their general duties.
Section 4. VICE PRESIDENT OF FINANCE AND ADMINISTRATION. The Vice President of Finance and
Administration shall be responsible for the safeguarding of all funds received by the Chamber and for their proper
disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the
Board of Directors. The Vice President of Finance and Administration shall also chair the Finance Committee and will
cause a monthly financial report to be made to the Board of Directors at the regular meeting. The Vice President of
Finance and Administration is responsible for filing all necessary financial and tax reports. Checks are to be signed
by one of the following: the Chairman of the Board, the Vice President of Finance, or other member of the Executive
Committee as assigned by the Chairman of the Board designated at the beginning of the fiscal year.
Section 5. CHAIRMAN OF THE BOARD. The President/CEO/Executive Director shall be the chief administrative
officer. The President/CEO/Executive Director shall serve as secretary to the Board and cause to be prepared
notices, agendas, and minutes of the meetings of the Board and the Executive Committee. The
President/CEO/Executive Director shall serve as advisor to the Chairman of the Board on program planning, and
shall assemble information and data and cause to be prepared special reports as directed by the Program of the
Chamber. The President/CEO/ Executive Director shall be a nonvoting member of the Board and the Executive
Committee. The President/CEO/Executive Director shall be responsible for Chamber administration, hiring,
discharging, directing and supervising all employees. With the cooperation of the Finance Committee, the
President/CEO/Executive Director shall be responsible for the preparation of an operation budget covering all
activities of the Chamber, subject to approval of the Board of Directors. The President/CEO/Executive Director shall
also be responsible for all expenditures with an approved budget allocation.
Section 6. INDEMNIFICATION. The Chamber may, by resolution of the Board, provide for indemnification by the
Chamber of any and all officers as stated in Article IV, Section 10.
Section 1. APPOINTMENT. The Chairman of the Board, by and with the approval of the Board, shall appoint all
committees consisting of not less than one (1) and no more than five (5) members of the Board. It shall be the
function of committees to make investigations and carry on such activities as may delegated to them by the Board.
- Finance Committee shall be chaired by the Treasurer. Such committee shall study the financial condition of
the Chamber and its requirements for the next fiscal year.
- Bylaws and Policy Committee. Such committee shall be responsible for maintaining the Bylaws and Policy
Manual for the Chamber.
- Any other committees necessary to carry out the programs of the Chamber are listed under the respective
under which said committee falls. Committee chairs shall serve concurrent with the term of
the appointing Chairman of the Board, unless a different term is approved by the Board.
- Term for APPOINTMENT shall be no more than one year, but a member can be voted back in an
APPOINTMENT by the Board for no more than one more additional year.
Section 2. LIMITATION OF AUTHORITY. No action by any member, committee, subdivision, 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. No committee may exceed its budget appropriation without prior
consent of the Board. Committees shall be discharged 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. Each
Board Member shall serve on at least one committee each year during their term on the Board.
Section 1. FUNDS: All receipts shall be placed in the general fund of the Chamber unless a special purpose account
is created by twothirds
(2/3) vote of the Board.
Section 2. DISBURSEMENTS, the President/CEO/Executive Director is authorized to make disbursement on
accounts and expenses provided for in the budget without additional approval of the Board if finances are available.
Recommendations for expenditures outside the budget shall be submitted to the Board of Directors for approval. No
disbursements, except those from petty cash or approved bank card will be made other than by check and shall be
signed by the Chairman of the Board, Financial officer or a member of the Executive Committee as appointed by the
Chairman of the Board. The President/CEO/Executive Director shall have no check signing authority.
Section 3. FISCAL YEAR. The fiscal year of the Chamber shall be from July 1 through June 30.
Section 4. BUDGET. The Budget for the coming year shall be adopted by the Finance Committee and submitted to
the Board of Directors for approval at the June Board Meeting. As passed by the Board, this budget shall serve as
the appropriation measure for the Chamber.
Section 5. AUDIT. The accounts of the Chamber shall be reviewed by an Auditing Committee, selected by the
incoming Chairman annually, or as soon as practical, after the close of the fiscal year. A special audit may be made
for any purpose when authorized by the Board of Directors.
Section 6 BONDING. The President/CEO/ Executive Director and other such officers and staff, as the Board of
Directors may designate, shall be Bondable by a sufficient fidelity bond in the amount set by the Board and paid by
Section 7. MAINTENANCE AND INSPECTION OF ARTICLES, BYLAWS AND OTHER CHAMBER RECORDS. A
copy of the Chamber’s Articles of Incorporation and Bylaws, as amended to date, shall be maintained in the office of
the Chamber and shall be open to inspection by any current paid member at all reasonable times during office hours.
The Chamber’s books and records of account and minutes of the proceedings of its members, Board of Directors and
committees of the Board shall be kept in the office of the Chamber. The minutes shall be kept in written form and the
books and records of accounts shall be kept either in written form or in any other form capable of being converted to
written form. The minutes and books and records of account shall be open to inspection upon written demand of any
current paid member at any reasonable time during office hours, for a purpose reasonably related to the member’s
interest as a member.
Section 1. PROCEDURE. The Chamber shall use its funds only to accomplish the objectives and purposes ratified in
these Bylaws and in the Articles of Incorporation 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 as defined in Internal Revenue Section 501(c)(6).
The current edition of Robert’s Rules of Order shall be final authority for all questions of parliamentary procedure
when such rules are not inconsistent with the Charter or Bylaws of the Chamber.
No member, officer or director of this Chamber shall be personally liable for its debts or other liabilities, and the
private property of such individuals shall be forever and wholly exempt from any debts or liabilities of every kind and
character of this corporation.
Section 1. AMENDMENTS. These Bylaws may be amended by twothirds
(2/3) vote of the Board of Directors,
provided notice for the meeting includes the proposed amendments. Any proposed amendments shall be submitted
to the Board in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.
- These Bylaws shall supersede all previous Bylaws and amendments thereto, which are hereby annulled and set
aside. Copies of the Bylaws are available at the Chamber office upon request.
Adopted: January 8, 1997 Amended: February 4,1998 Revised: June 14, 2000
Amended: September 12, 2001 Amended: July 13, 2004
Amended: August 10, 2004 Amended: January 11, 2005 Amended: February 8, 2005
Amended: January 15, 2008
Amended: November 20, 2013