BY-LAWS
of
NEVADA BLACK CHAMBER OF COMMERCE, INC.
ARTICLE I – NAME
The name of this organization is The Nevada Black Chamber of Commerce, Inc., organized under the laws of the State of Nevada.
ARTICLE II – PURPOSE
The purpose of the Chamber is serve as a resource clearinghouse for Northern Nevada; expand access to capitalization, technical support, procurement opportunities, effective networking, and sharing of information; and to advocate on behalf of all small businesses, with an emphasis on Black and minority-owned businesses. The main vehicle of disseminating information is through this and other chambers located throughout the state and the entire business community. The Chamber is nonprofit, nonpartisan and nonsectarian and abides by the rules set forth via IRS 501(c)6 classification.
Membership in this organization shall be open to any individual or entity having an interest in the objectives of the organization. All applications for membership shall be in writing on forms provided by the organization for that purpose. The levels of membership are:
Individual – A person wishing to join the Nevada Black Chamber as a member.
Business - A business of any type wishing to join the Nevada Black Chamber of Commerce.
Nonprofit – A nonprofit organization wishing to join the Nevada Black Chamber of Commerce.
Students – A student wishing to join the Nevada Black Chamber of Commerce.
The annual membership meeting of this organization shall be held in the month of November each year, and the Board of Directors shall fix the date and hour of annual meetings. The purpose of the annual meeting will be to receive reports of officers and standing committees, install newly elected officers, and any other business that may arise.
The Secretary shall cause to be sent, either by regular or electronic mail, to every member in good standing at the member’s physical address or e-mail address, as it appears in the membership records of this organization, a notice indicating the time and place of such meetings.
Special meetings may be called by a quorum of the Board of Directors. The purpose of the meeting will be stated in the call. Notice will be given at least five (5) to seven (7) business days prior to the meeting.
Section 1. The business of this organization shall be managed by a Board of Directors. The officers of this organization will constitute the Board of Directors, and shall consist of no less than seven (7) and no more than nine (9) members.
Section 2. The Board of Directors will have general supervision of the affairs of the organization between its business meetings, will fix the hour of meetings, and will perform such other duties as are specified by these By-Laws and under the laws of the State of Nevada.
Section 3. The Board of Directors will meet at least quarterly, subject to the call of the President or a majority of the Board.
Section 4. The officers shall consist of President, Executive Vice President, Secretary, Treasurer, and one or more Vice Presidents of the Chamber as may be needed to carry out the functions of the Chamber. In the absence of qualified individuals to fill all the positions, an officer of the Chamber may be called upon to perform two or more duties. An officer of the Chamber may be removed for non-performance of duties or for acts that bring disrepute to the Chamber by the Board of Directors.
Section 4.1. President: The President shall preside at all meetings of the members of the Board of Directors. The President shall serve as the chief executive officer of the Board and shall implement Chamber policy as established in consultation with the Board of Directors. The President is responsible for all activities emulating from the Chamber and implements and manages the Strategic Plan. The President shall appoint the chairperson of all standing and ad hoc committees. The President shall designate another signor on NBCC accounts in the absence of the Executive Vice President or if for any reason, the Executive Vice President cannot co-sign checks. The term of office for President is three (3) years. The President is eligible for re-election, and can serve two consecutive terms.
Section 4.2. Executive Vice-President: The Executive Vice-President, at the guidance and management of the President, manages the staff and operations of the Nevada Black Chamber of Commerce. The Executive Vice-President shall, in the event of the absence or inability of the President to exercise his or her office, become acting president of the organization with all the rights, privileged and powers as if he or she had been the duly elected president. The Executive Vice President may be designated as a co-signor on NBCC accounts. The term of office for Executive Vice President is three (3) years. The Executive Vice President is eligible for re-election, and can serve two consecutive terms.
Section 4.3. Treasurer: The Treasurer shall have the care and custody of all monies belonging to the Chamber and shall be solely responsible for such monies of the Chamber. The Treasurer shall be the custodian of all Chamber funds. The Treasurer shall maintain a record of the balance of funds, make regular reports of balances to the Board, deposit all receipts in a bank or banks designated by the Board, and shall disburse Chamber funds only by checks or other orders for the payment of money. The Treasurer shall prepare an annual budget for Board approval. The term of office for Treasurer is two (2) years. The Treasurer is eligible for re-election, and can serve two consecutive terms.
Section 4.4. Secretary: The Secretary shall record and keep minutes of the meetings and shall prepare and transmit to the Chamber such reports as may be required by the Chamber pursuant to these By-Laws or the direction of the Board of Directors. The term of office for the Secretary is two years. The Secretary is eligible for re-election, and can serve two (2) consecutive terms.
Section 4.5. Vice-Presidents: Vice-Presidents shall be elected by the general membership pursuant to Article VI, and shall have such powers and perform such duties as the Board may prescribe. The number and type of Vice President positions shall be determined from time to time by the Board in consultation with the Nominating Committee. Vice President positions shall include, but not be limited to, Vice President of Membership, Vice President of Public Relations, and other positions as the Board and Nominating Committee shall, from time to time, deem appropriate. The term of office for a Vice President is two (2) years. Vice Presidents are eligible for re-election, and can serve two consecutive terms.
Section 5. Staff: From time to time, the Board may appoint a Personnel Committee. The President, in consultation with the Personnel Committee, will recommend the salary and other compensation and/or benefits for the staff to the Board for final approval. The President or his or her designee will hire and train staff for the Chamber office. The positions and duties shall be consistent with the Strategic Plan and will be predicated on the Annual Budget and sufficient funding.
Special Note regarding Term of Office: In order to achieve a staggered term of officers and avoid the situation where all officers are coming in at the same time, for the elections in 2010, the term of office for the President shall be one (1) year and the term of office for the Executive Vice President shall be two (2) years. Thereafter, the term for each of these offices shall be three (3) years. The individuals elected to these positions in 2010 shall be eligible to succeed themselves in office. Additionally, for the 2010 elections only, the office of Vice President for Membership shall serve a term of one (1) year and be eligible to succeed their self in office.
ARTICLE VI – ELECTIONS
A Nominating Committee will be appointed in August of each year with a charge to report back to the Board in September of each year with a slate of officers to be voted on by the members of the Chamber. In addition to the slate of names developed by the committee, members may make nominations from the floor at the meeting where the election is conducted. The Nominating Committee shall be responsible for sending the notice of elections to the membership along with the description of offices and the duties of the Office to be filled; creating the written ballots on which voting shall be done and conducting the election process. Notice of elections shall be sent to all financial members of the Chamber at least two (2) weeks prior to the Annual meeting.
ARTICLE VII - FINANCES
Funds: All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be carried over to the following year.
Fiscal Year: The fiscal year of the Chamber shall close on December 31.
Annual Audit: Based upon certain requirements or fund availability, the accounts of the Chamber shall be subject to an annual audit at the earliest reasonable time by a public accountant or audit committee appointed by the Board. The compilation, review or audit shall at all times be available to members of the organization within the offices of the Chamber.
Bonding: As needed, the President, Treasurer, and such other officers and staff as may be appointed to be a signor on accounts shall be bonded by a sufficient fidelity bond in an amount set by the Board and paid for by the Chamber.
ARTICLE VIII – DISSOLUTION
Procedure: The Chamber shall use its funds only to accomplish the objectives and purposes specified in these By-Laws, 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.
ARTICLE IX – PARLIAMENTARY AUTHORITY
The newly revised edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the By-Laws of the Chamber.
All sections of these By-Laws may be amended or altered by a two-thirds (2/3) vote of the members at any regular or special meeting, provided the written notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the members in writing, at least ten (10) days before the meeting at which they are to be acted upon. Written proxy votes are acceptable.
ARTICLE XI – QUORUM
A simple majority of the Board of Directors shall constitute a quorum.
APPROVED AND ADOPTED this 5th day of March, 2010.
Patrice A. Boyakins, Secretary
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of Nevada Black Chamber of Commerce, Inc., and that the foregoing By-Laws, consisting of 6 pages, including the Appendix attached hereto, constitute the By-Laws of Nevada Black Chamber of Commerce, Inc., as duly adopted at a meeting of the Board of Directors held on March 5, 2010.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 5th day of March, 2010.
Patrice A. Boyakins, Secretary
APPENDIX
A. OFFICES
The Chamber’s place of business is 1135 Terminal Way, Reno, NV 89502. The mailing address is the same.
The commercial registered agent of this organization is Sage International, Inc., 1135 Terminal Way, Suite 209, Reno, NV 89502.
B. MONTHLY MEETINGS
Regular monthly membership meetings will be held on the fourth Monday of each month, at 6:00 p.m. at a location to be announced prior to the meeting.
