BY – LAWS

OF

GREATER WARRENTON CHAMBER OF COMMERCE

ARTICLE I.              GENERAL PROVISIONS

Section 1.01                Name

The name of the organization shall be Greater Warrenton Chamber of Commerce  (hereinafter alternatively referred to as “GWCC” or “the Chamber”).

Section 1.02                Office

The principal office of GWCC shall be in the town of Warrenton, Virginia.  GWCC may, from time to time, have additional officers and places of business at such other locations within and without the Commonwealth of Virginia as shall be determined by the Board of Directors.

Section 1.03                Purposes

GWCC is being formed for the purpose of promoting and enhancing the general business prosperity of businesses in and around the Town of Warrenton and Fauquier County, Virginia through marketing, education; business assistance; promotion of businesses; and cooperation of its membership amongst themselves and with local government and agencies.

Section 1.04                Limitation of Methods

The Chamber shall observe all local, state and federal regulations which apply to a nonprofit organization as defined in Section 501 ( c) 6 of the Internal Revenue Code.

ARTICLE II.                        MEMBERSHIP

Section 2.01                Eligibility

Any person, association, organization or entity having an interest in the purposes of the organization shall be eligible for membership.

Section 2.02                Classification

The Chamber shall have voting and affiliate members.  Voting members are those members whose business or organization has a physical presence in Fauquier County, Virginia.  This includes individuals working from their homes full or part time.  Affiliate members are those members whose business or organization does not have a physical location within the boundaries of Fauquier County, Virginia.  They shall enjoy all the privileges of membership with the exception of voting rights.  The final determination of each classification, on a case by case basis, shall rest solely within the discretion of  the Board of Directors.

Section 2.03                Application and Payment of Dues    

Membership shall be conditioned on the payment of dues as established by  the Board of Directors  (hereinafter sometimes referred to as “the Board”) which shall be due at such rates as may be from time to time prescribed by the Board.  Application for membership shall be made on a standard form and forwarded to the Treasurer of the GWCC with any appropriate dues.  Election of members shall be by the Board of Directors at any meeting of the Board and the determination regarding the acceptance of an applicant for membership shall be with the sole and unfettered discretion of the Board of Directors.

Section 2.04                Termination (Resignation, expulsion and delinquency)

Any member may resign from the Chamber upon written notice to the Board of Directors.  Any member may be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after sixty (60) days from due date unless otherwise extended for good cause as the Board may determine within its discretion.  Any member may also be expelled by a two-thirds vote of the Board of Directors at any Board meeting for conduct unbecoming a member or prejudicial to the aims or reputation of the GWCC after notice and opportunity for a hearing pursuant to procedures established by the Board by resolution.  The final determination is within the sole and unreviewable discretion of the Board of Directors.

Section 2.05                Voting

Each voting member, whether an, individual, entity or an organization, shall be entitled to only one vote.  Each member shall inform the Secretary of the individual(s) designated to represent the member organization.  Each member may change the designation of such representative individual pursuant to written notice to the Secretary.  Voting  members shall have the privilege to do the following:

∙           Elect members to the Board of Directors.

∙           Vote to override any action of the Board of Directors.  This vote must be taken at a duly constituted membership meeting.  Notice of the issue(s) to be voted upon must be submitted to the membership in writing ten (10) days prior to the meeting.  Seventy-five percent (75%) of those present and voting have the authority for determination.

∙           Vote for the removal of any or all member(s) from the Board of Directors.  A seventy-five percent (75%) affirmative vote of the total voting membership is required and such votes must be cast in person at the meeting called for this purpose.

∙           Vote on any matters officially brought to the attention of the membership.

Section 2.06                Annual Meeting

The annual meeting of the membership for the transaction of such business as may properly come before the membership shall be held in November or December of each year at such place, date and time as the Board of Directors may by resolution provide. If the Board of Directors fails to provide, then such meeting shall be held at the principal office of the Corporation at 5:00 p.m. on the second Wednesday of December. If the meeting date provided by resolution or these bylaws be a legal holiday or if the meeting must be postponed due to inclement weather, then in such event the directors shall fix a day not more than two weeks from the original date provided. The Secretary shall cause to be mailed, via surface mail or email, to every member in good standing at his address as it appears on the membership roll of the corporation a notice stating the time and place of the annual meeting. A membership roll showing the list of members as of the record date, certified by the Secretary shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting.

Section 2.07                Special Membership Meetings

Special membership meetings may be called by a majority of the members of the Board of Directors or by the submission of a petition having been signed by twenty-five percent (25%) of the active voting membership.  Such petition must be submitted to the Board who will, within thirty (30) days of receipt, call the meeting on behalf of the requesting party.  The purpose (s) for the special meeting will be stated by both written request and written notice to the membership.  In the case of a special membership meeting called by written petition, the written notice of the meeting to the membership will faithfully reflect (restate, reproduce) the purpose (s) for the special meeting stated in the petition.  Business conducted at the special meeting will be limited to the pre-stated purpose(s).

Section 2.08                Notice

Written notice stating the date, time, and place of meetings will be mailed first class to all active members at least ten (10) but not more than thirty (30) days before any membership meeting.

Section 2.09                Quorum

Except as otherwise provided in these bylaws, those active voting members present and voting in person, or by absentee ballot, when permitted, at a membership meeting called pursuant to the notice provisions of Section 2.08 will constitute a quorum for the transaction of business at any membership meeting. Participation in the business affairs of any membership meeting will be restricted to active voting members in attendance.  Pursuant to Section 2.05, each member shall inform the Secretary of the individual(s) designated to represent the member organization.

Section 2.10                Majority Required

Unless otherwise provided herein, the vote of a simple majority of the active members present and voting in person or by absentee ballot,  provided that the Board, by resolution, has provided for absentee voting on the matter, will be necessary for approval or disapproval of any action being voted upon.  Notwithstanding the foregoing, the manner of choosing Directors is specifically described in Section 3.05 below.

Section 2.11                Record Date

For the purpose of determining the members entitled to notice of or to vote at any meeting  of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of members.  Such date shall not be more than fifty nor less than ten days before any such meeting, nor more than fifty days prior to any other action.

Section 2.12                Honorary Membership

Distinction in public affairs and/or business shall confer eligibility for honorary membership.  Honorary members shall have all of the privileges of members except for the right to vote.  Honorary members shall be exempt from the payment of dues.  The Board shall confer or revoke honorary membership by a majority vote.

Article III.                  GOVERNMENT

Section 3.01                Directors– Terms and Compensation

The government of the Chamber shall be vested in the Board of Directors elected by the membership.  The Board shall consist of between seven (7) and fifteen (15) elected directors. Only one person on the Board of Directors may be an affiliate member or be employed by, or be an owner of, an affiliate member.  The remaining Directors must be hold active membership.  No  two directors can be an employee, officer, shareholder or director of the same member or affiliated through common ownership or control.  For the purposes of this section, “common ownership or control” will mean stock, membership or other ownership interest of forty percent (40%) or more owned or controlled by the same person, or commonly controlled entity or trust.  A director will hold office for three years, or until a successor is duly elected.  Directors shall not receive compensation for their services other than the reimbursement of pre-approved expenses incurred while conducting approved duties.  Directors shall be elected to open seats on the Board of Directors for three (3) year terms.  After serving one full three year term, a director shall take at least a one (1) year hiatus from the Board but may be eligible for election to another term after not being on the Board of Directors for one year.  All directors serve at the pleasure of the board.  A director may be removed from office by an affirmative vote of at least two-thirds of the other directors.

Section 3.02                Selection and Election of Directors

A.                                Nominating Committee

At a regular meeting of the Board of Directors the Board shall appoint a nominating committee made up of five active voting members who may or may not also be directors; however, the chairperson of the committee shall be a member of the Board of Directors.  At least thirty (30) calendar days but not more than ninety (90) calendar days before the election of directors by the membership, the nominating committee shall present to the Board of Directors a slate of candidates, qualified pursuant to Section 3.03 herein, to fill the term of those Directors whose terms are expiring.

B.                                Publications of Nominations

Upon receipt of the report of the nominating committee, the Secretary shall, by email or surface mail, notify the active voting members of the names of persons nominated as candidates and the right of petition.

C.                                Election

Active voting members shall be provided paper ballots.  Ballots must be executed by one of the designated representatives, per section 2.05 and returned in person or postmarked (if by mail) within the time period designated by the Board of Directors. The candidates with the greatest number of votes will be elected to the open seats on the Board of Directors.  For example, if there are five candidates for three open seats, the three candidates with the highest number of votes shall be elected.  If more than one such candidate is an affiliate member, the affiliate member with the highest number of votes shall be elected to the Board of Directors as pursuant to Section 3.01 above and Section 3.03 below, only one member of the Board of Directors may be an affiliate member.

E.                                Judges

The Board of Directors shall appoint at least three but not more than five active voting members who are not candidates nor members of the Board of Directors to be judges who shall have complete supervision over the election.  The judges shall designate a chair person.  The judges shall report the result of the election to the Board of Directors who shall inform the membership.

Section 3.03                Qualifications

One person on the Board of Directors may be an affiliate member or be employed by, or be an owner of, an affiliate member.  All other persons elected to the Board of Directors must be an active voting member of the Chamber or be employed by, or be an owner of, an active voting member.  S/he will not hold any positions in any other organization or entity which may burden him or her with reasonably foreseeable conflicts of interest as determined by the Board.  S/he will be a person who furthers the work of the Chamber through his/her active support and possesses necessary skills, knowledge and effective working experience to perform the specific duties of his/her position on the Board  GWCC will strive to maintain a diversity of representation across trade and industry groups.

Section 3.04                Seating

Newly elected members of the Board of Directors shall be seated at the first official meeting of the new year following the election.  Directors whose terms are expiring shall continue to serve until the newly elected directors are seated.

Section 3.05                Duties

As representatives of the membership, the Board of Directors shall:

∙   Uphold the purpose of the Chamber as stated in Section 1.03.

∙   Uphold the highest interest of the membership in conducting the business of the Chamber.

∙   Establish procedure and formulate and adopt policy for the Chamber.

∙   Be conversant with these Bylaws, and establish policy for the operation of  the Chamber.

∙   Be faithful in attendance at Board and membership meetings.

∙   Make determinations of the business needs of the Chamber and authorize payment of monies for those purposes.

∙   Administer the property of the Chamber, both real and personal.

∙   Each year cause to be prepared a complete financial statement with disclosures that will set forth the fiscal conditions and operations of the organization which will be reported to the membership at least annually.

∙   Act to fill the unexpired term of any director.

∙   Elect officers of the Board, and their successors to fill any unexpired term when necessary.

∙   Consider other duties brought to their attention by the membership and other directors.

∙   Keep or cause to be kept an accurate record of membership, finances, and meetings of the Board and membership.

∙   At their discretion, secure liability insurance for all members of the Board of Directors.

∙   Hire, supervise, counsel and/or terminate any employees including, but not limited to, office staff and an executive determined necessary to carry out the day to day duties of the Chamber at the direction of the Board of Directors.

∙   Create or cause to be created, Human Resource policies and procedures, compensation packages and job descriptions consistent with the law of Virginia to manage and direct the employees of the Chamber.

Section 3.06                Meeting Schedule

            The regular business meetings of the Board of Directors will be held on the second Thursday of each month, unless otherwise specified by the Board. Although the Board may cancel or postpone a meeting, there shall be no less than seven (7) meetings each year.  Special meetings of the Board will be called by the President upon the request of two or more Directors or as the President deems necessary.  The request for a special meeting will be filed in writing with the Board Secretary.  Reasonable effort must be made to notify all Directors of any special meeting.  Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him or her.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

            Section 3.07                Quorum, Board Action and Vacancies

            A majority of the elected directors will constitute a quorum for the transaction of business. Unless otherwise required by law or these bylaws, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board.  Each director present shall have one vote.  The decision of the Board in all matters of the Chamber shall be final.  The Board shall have general control over all officers and committees and may, for good cause, declare any office or seat on the Board vacant and fill the vacancy from among members in good standing. When a vacancy on the Board exists, the Secretary may receive nominations for new members from present Board members two weeks in advance of a Board meeting.  These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.

            Section 3.08                Resignation / Removal

            Resignation from the Board must be in writing and received by the Secretary.  Directors who are absent from three consecutive Board meetings or more than fifty percent (50%) of the regular meetings in a year shall be automatically dropped from the membership on the Board of Directors unless confined by illness, business travel or other absence approved by a majority of the rest of the directors.  Directors may be removed by the membership pursuant to Section 2.05 or by a vote of 3/4 of the Board of Directors.

            Section 3.09                Ex-Officio Board Members

            The Board shall have the authority to reserve ex-officio seats on the Board of Directors for individuals whose areas of responsibility relate to or affect the mission of GWCC. These ex-officio members will consult with the Board and have all the privileges of Board members except the right to vote.  The Board of Directors shall confer or revoke ex-officio positions on the Board by a majority vote of the Board.

            Article IV.                  OFFICERS

            Officers will be chosen by the Board of Directors from among its members, selected in a manner decided by the Board, at the first Board meeting, after the annual membership meeting, or at a special meeting called for the purpose of selecting officers.  Officers will hold their respective offices for one (1)  year or until their successors are duly elected or qualified.  Officers are eligible for no more than three consecutive terms.  Any officer elected or appointed by the Board may be removed by the Board with or without cause.  In the event of the death, resignation or removal of an officer, the Board, in its discretion, may elect or appoint a successor to fill the unexpired term.  The President may not hold any other office, otherwise, any two or more offices may be held by the same person.  The Board shall chose four officers, President, Vice-President, Secretary and Treasurer and such other officers as it deems necessary for the conduct of business for the upcoming year.  Such discretionary positions not delineated in these Bylaws may be eliminated by the Board of Directors upon the expiration of each such officer’s term.

            Section 4.01                President

            The President will:

        ∙   Convene and preside at all Board of Directors meetings.

            ∙   Preside at all membership meetings.

            ∙   Sign such papers and documents, upon proper authorization, as may be necessary.

            ∙   Represent GWCC before all government and private entities.

            ∙   Sign and execute all contracts in the name of the Chamber when countersigned by the Board Designee

Section 4.02                Vice President

The Vice President will:

∙           Perform all the duties of the President of the Board in the absence of the President of the Board and become President of the Board in the event that the office of the President of the Board becomes vacant.

Section 4.03                Secretary

The Secretary will:

∙           Keep, or cause to be kept, an accurate record of the minutes of all Board and                membership meetings.

∙           Be responsible for maintaining membership records

∙           Attend to all official business required by the Board

∙           Distribute or cause to be distributed correspondence from the Board, meeting announcements, copies of minutes and the agenda to each Board member, and assure that corporate records are maintained.

∙           Attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Board may direct

∙           Keep, or cause to be kept,  a membership roll containing the names, alphabetically arranged, of all members of the Chamber showing address, contact information, voting status and designated representatives.

Section 4.04                            Treasurer

The Treasurer will:

∙           Provide stewardship of Chamber funds.  S/he will pay out, or cause to be paid out funds authorized by the Board  and oversee the financial functions. This position will chair the Finance Committee.

∙           Keep, or cause to be kept, a record of all financial transactions, and submit a  monthly financial report to the Board on a monthly basis.

∙           Count, or cause to be counted by the appointment of qualified persons, all funds received, and be responsible for their deposit.

∙           Place, or cause to be placed, Chamber funds in the bank or other depository approved by the Board.

∙           Assist in the preparation of the budget, help develop fund raising plans, and make financial information available to Board members and the public.

∙           Prepare or cause to be prepared, for timely approval and submission by the Board, all tax returns and other reports required by federal, state, and local laws and regulations.

∙           Sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the Board designee.

∙           Shall at all reasonable times exhibit the books and accounts to any Director or member of the Chamber upon application at the office of the Chamber during ordinary business hours.

Article V.                    COMMITTEES AND DIVISIONS

Section 5.01                Appointment

The Board  by majority vote shall create all committees and appoint the respective committee chairpersons.  Each committee chairperson, with the exception of election judges (per Section 3.02 E)  shall be a member of the Board of Directors and shall serve for a period of one year  unless otherwise specified, terminated or extended by the Board of Directors.  Committee members other than the chairperson need not be directors but must be active voting members.  It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors and carry out such activities as may be delegated to them by the Board.

Section 5.02                Executive Committee