ARTICLE I: NAME AND OBJECTIVES

Section 1:

The name of the organization shall be the Greater Clifton Area Chamber of Commerce.

Section 2:

The Greater Clifton Area Chamber of Commerce (Chamber of Commerce) is organized for the purpose of advancing the commercial, industrial and civic interests of the Greater Clifton Area as well as striving for a more progressive unified Wayne County.

Section 3:

This Chamber of Commerce and its employees in its activities shall be non-partisan, non-sectional, non-sectarian, and shall take no part in, or lend its influence to the election or appointment of any candidate for federal, state, county or city office.

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ARTICLE II: MEMBERSHIP

Section 1:

Classes of Membership:

Active members are those engaged in business in Clifton or vicinity who subscribe to the Chamber of Commerce and its practices.

Section 2:

Dues:

Dues of the Chamber of Commerce shall be reviewed and up-dated before September of each year by the Board of Directors. The dues, as specified by the Board of Directors, will be payable annually, semi-annually, quarterly, or monthly. Members joining during the calendar year shall pay dues proportionately. Dues are due and payable to the Chamber of Commerce on July 1 of each calendar year.

Section 3:

Delinquent Dues:

Any member who fails to pay his dues within 30 days after date of maturity is delinquent. The delinquent member shall receive a written notice of delinquency from the Board of Directors. If, at the end of thirty (30) days, dues are still delinquent, the membership shall be temporarily suspended pending payment of dues or final action of the Board of Directors.

Section 4:

Resignation:

Resignation of a member of the Chamber of Commerce shall be made to the Board of Directors. Resignations do not relieve members of dues payable.

Section 5:

Termination:

Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly schedule meeting thereof, for conduct unbecoming a member of prejudicial to the aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.

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ARTICLE III: BOARD OF DIRECTORS AND OFFICERS

Section 1:

The Chamber of Commerce Board of Directors shall be composed of seven (7) members elected by the membership. Initially, three directors will be elected for a one-year term and four directors will be elected for two-year terms. After the initial elections all directors will serve two-year terms. The duties of the Board of Directors shall be to ensure enactment of policy and duties pursuant to these by-laws. The Board of Directors shall be the governing body of the Greater Clifton Area Chamber of Commerce. Members of the Board of Directors shall attend meetings and serve on committees. The Board of Directors shall not use the Chamber of Commerce or its personnel for personal motives. The Board of Directors shall elect all officers of the Chamber of Commerce from its duly chosen seven members. The officers shall serve one-year terms. Officers of the Chamber of Commerce shall consist of President, Vice-President, and Secretary/Treasurer. The Board shall also employ all persons for the Chamber of Commerce.

Section 2:

Duties of Officers:

a. President:

The President shall preside at all meetings of the Chamber of Commerce, members, Board of Directors and Executive Committee. He/she shall perform all duties representative of this office.

b. Vice-President:

The Vice-President will preside in the absence of the President, and will advance to President in the absence or disability of the elected President.

c. Treasurer/Secretary:

The Treasurer/Secretary shall conduct official correspondence, preserve all books, documents and communications, keep business accounts and maintain an accurate record of Chamber of Commerce business. In addition to the routine of the Chamber of Commerce, he/she shall be responsible for news releases to be sent to all area newspapers and radio stations promoting the Greater Clifton Community Businesses. He/she shall not utilize his/her office in any way that would harm the Greater Clifton Chamber of Commerce or its members. Any and all programs of the Chamber of Commerce shall be presented to the Board of Directors prior to implementation.

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ARTICLE IV: COMMITTEES

Section 1:

Eligibility for Participation on Committees of the Chamber of Commerce:

All appointed representatives of Chamber of Commerce members and all individual members are eligible to serve on any committee of the Chamber of Commerce. Any individual associated with a Chamber of Commerce membership is eligible to serve on any committee other than a committee which already has a representative from that firm or membership.

Section 2:

Description:

The committees of the Chamber of Commerce shall be recommended by the President of the Chamber of Commerce and confirmed by a majority of the Board of Directors. Standing committees shall include the following and their duties shall be:

a. Industrial:

This committee should attend meetings presented by the State of Tennessee Department of Economic Community Development and the Middle Tennessee Industrial Association to become aware of the procedures of locating industry, and shall investigate and identify the prospects for allocating funds which would be used to seek industry. The Industrial Committee should also make a list of industry needed for the community and develop and maintain communication with prospective industry.

b. Membership:

The committee shall maintain a list of all businesses who are and who are not members of the Greater Clifton Chamber of Commerce and shall contact or ask other Chamber of Commerce members to contact non-member businesses to join.

c. Commercial Development:

Duties of this committee shall include, but not be limited to, encouraging a pattern of shopping hours, location of needed businesses, and maintaining recommendations for proposed zone changes which should be made to the Zoning Appeals Board.

d. Constitution and by-laws Committee:

The responsibility of this committee is to upgrade by-laws as necessary and make recommendations to the Board of Directors for changes or recording and reclassification. A two-thirds vote of the Board of Directors is required to approve by-laws changes.

e. Budget and Finance Committee:

This committee shall maintain a record of all monetary matters, see that IRS information is filed, and propose budgets to the Board of Directors. Proposed budgets should be made each fiscal year and revised budgets should be reported semi-annually or when necessary. This committee shall be responsible for an annual review of Chamber financial records and reports.

f. Social:

The Social Committee should plan at least one occasion each year and maintain a calendar of all organizations and events happening in the Greater Clifton Area and Wayne County. The social calendar shall be kept by the Chamber of Commerce Secretary / Treasurer

g. Executive Committee:

This Committee shall be responsible for ensuring the enactment of all committees and sub-committees. The committee shall work and function where other committees fail. This committee should make salary and fringe benefit recommendations to the Board of Directors for Chamber of Commerce employees. The Executive Committee shall be composed of the officers and immediate past president and shall have disbursements for the necessary expenses of the organization, and approve the same for payment. It shall act for the Chamber in the interim between its meetings, only when not feasible for a board meeting.

i. Area Livability:

This committee shall represent Chamber of Commerce members in order to promote city beautification campaigns and maintain a close and official representation with city and area leaders and youth groups.

j. Associated Charities:

This committee is designed to help deserving needy people receive aid either by donations or by professional care. The President shall direct the project which would include a charity drive.

k. Election:

The Chamber of Commerce Election committee shall certify the election of directors. Anyone elected to serve as a member of the Board of Directors must be current on his/her dues to be eligible to serve. The Election Committee shall be responsible for counting the votes of the annual election.

l. Education:

This Committee shall work in conjunction with Chamber members and local education institutions to maintain active communication on education related issues.

m. Tourism:

This Committee shall work in conjunction with the Tennessee Department of Tourism and the Middle Tennessee Tourism Development Agency to promote and encourage tourism development in the Greater Clifton Area.

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ARTICLE V: MEETINGS

Section 1: Annual, Regular and Special:

The annual meeting of the Chamber of Commerce members shall be determined by the Board of Directors. Regular meetings of the Board of Directors shall take place on the first Monday of each month at a time and place designated by the President. Special meetings of the Board of Directors may be called whenever the Executive Committee deems it desirable. Four (4) directors shall constitute a quorum at any regular or special meeting of the Board of Directors.

Section 2:

Special:

A special meeting of the Board of Directors or Executive Committee shall be called upon the written request of fifteen (15) members of the Chamber of Commerce.

Section 3:

Business:

At all special meetings of the Chamber of Commerce, only such business as the meeting was called to consider shall be discussed and acted upon.

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ARTICLE VI: ELECTIONS

Section 1:

Description:

The election of directors shall be held in April of each year to take effect on July 1 of that calendar year.

Section 2:

Voting:

All voting shall be by ballot. No proxies shall be allowed. A majority of the votes shall constitute an election. The ballot shall consist of the names of one person representing each membership. Directors shall be elected for two-year terms to take office on the first regular Chamber Board of Directors meeting in July. All Board members representing memberships who have fulfilled two-year terms will go off the Board for one year before they become eligible to run again. Each year all eligible memberships will be asked to submit the name of the person who will be representing their membership on the ballot. Individual membership holders shall not run for Directorship. Votes will be counted on or before May 30 of that calendar year.

Section 3:

Ties:

In the event of ties, up to two runoffs shall be held. In the event of a third tie, and only in the event of a third tie, all tied members shall automatically be accepted as Board members for two-year terms.

Section 4:

Job Changes:

Board of Directors or Officer. Each membership is entitled to have one name on the ballot as a candidate for election to the Chamber Board of Directors. In the event that a qualified member is elected as a Director or officer of the Chamber and later changes jobs, there shall no requirement that he resign from his elected position.

Section 5:

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 of those voting at any meeting thereof. Vacancies on the Board of Directors, or among the officers, shall be filled by the Board of Directors by a majority vote.

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ARTICLE VII: PARLIAMENTARY RULES

The proceedings of Chamber of Commerce meetings shall be governed by and conducted according to the latest edition of Robert's Rules of Order.

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ARTICLE VIII: AMENDMENTS

Section 1:

These by-laws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the Board of Directors, providing notice of the proposed change shall have been mailed by the Secretary/Treasurer to each member not less than ten days prior to such meeting.

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Copyright © 2002 ~ Greater Clifton Area Chamber of Commerce. ~ All rights reserved

PO Box 223  Clifton, Tennessee  38425   ~  Phone: 931-676-5510