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Dinuba Chamber of Commerce Bylaws

Last Updated April 15, 2004

ARTICLE I - NAME

The name of this organization shall be the Dinuba Chamber of Commerce , hereinafter called the "Chamber," with its principle office in the City of Dinuba.

ARTICLE II - OBJECTIVES

Section 1. Organization . The Chamber is organized as a California corporation for the purpose of advancing the commercial, industrial, professional, agricultural, civic, cultural, and general interests of Dinuba and its trade area.

Section 2. BID. The Dinuba Business Improvement District shall hereafter be incorporated within the Chamber of Commerce and called the "Main Street Committee".

Section 3. Assessments. To impose assessments or charges, or both, on businesses within a parking and business improvement area which is in addition to any assessments, fees, charges, or taxes imposed in the city and to use such proceeds for the benefit of businesses within such parking and business improvement area.

Section 4. BID Funds. To include within its objectives, the management of funds derived from the BID which shall be used for the benefit of businesses within that district. The responsibility of management will be by a committee of the Dinuba Chamber of Commerce henceforth to be entitled " Main Street" Committee.

  1. Limitation of Expenditures.
    1. The acquisition, construction or maintenance of parking facilities for the benefit of the area.
    2. Decoration of any public place in the area.
    3. Promotion of public events which are to take place on or in public places in the area.
    4. Furnishing of music in any public place in the area.
    5. The general promotion of business activities in the area.
    6. The City Council has designated the Main Street Committee of the Chamber to make recommendations as to the expenditures of assessment funds and matching funds.

ARTICLE III - OPERATING YEAR

Fiscal Year. The official business of the Chamber shall be conducted on a fiscal year basis commencing July 1.

ARTICLE IV - LIMITATION ON ACTIVITIES

Section 1. Law. The Chamber shall observe all local, state and federal laws which apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code.

Section 2. Non Partisan. All official activities and actions of the Dinuba Chamber of Commerce shall be nonpartisan and nonsectarian and neither the organization nor any of its officers, directors or employees, acting in his/her official capacity on behalf of the Chamber, shall lend the influence of the Chamber, either directly or indirectly, for the nomination, election or appointment of any candidate for any public office. Nothing in this section shall be interpreted as a restriction on the use of the Chamber’s funds or facilities for the sponsorship of educational forums on current legal, social or political issues of importance to the Chamber's members or the public at large; or political or sectarian activities of the members, officers, directors, or employees of the Chamber as individuals.

ARTICLE V - MEMBERSHIP

Section 1. Eligibility . Any reputable person, organization or estate engaged in a lawful business, industrial, professional, agricultural, or civic activity within the trade area of Dinuba, or anyone interested in furthering membership. Such application shall be made in writing to the Chamber's Board of Directors and shall constitute evidence of the applicant's interest in, and sympathy with, the objectives of the Chamber and a willingness to abide by the Chamber's bylaws, rules and regulations.

Section 2. Investments.

  1. Shall be at such rate or rates, schedule or formula as may be seen from time to time prescribed by the Board of Directors, payable in advance.
  2. New members joining after the beginning of an operating year, shall pay a proportionate share of the appropriate annual dues for each month or fraction thereof remaining in the operation year.
  3. Any member who pays less than the established minimum will be notified in writing that the money received by the Chamber will be considered as a contribution (see Section 5) unless the appropriate amount of dues are paid.

Section 3. One Vote. In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote.

Section 4. Honorary. The Board of Directors may grant an Honorary Membership in the Chamber to anyone it deems worthy of the honor. Such Honorary Memberships shall be exempt from payment of dues and shall be entitled to such privileges of active membership as may be designated by the Board at the time the Honorary Membership is granted. Such Honorary Memberships shall be for a period of six (6) months unless otherwise specified.

Section 5. Contributions. Any person shall be allowed the privilege of contributing to the Chamber. Such contribution shall be any amount less than the minimum dues. When such a contribution is made, the contributor is acknowledged, but no voting privileges or membership recognition will be accorded thereby. Such contributors shall be notified by the Chamber of their status and be encouraged to pay the additional dues necessary in order to be awarded full membership rights.

Section 6. Termination.

  1. Resignation. Any member may resign from the Chamber upon written request to the Board of Directors.
  2. Nonpayment.
  3. Conduct. Any member may be expelled by a two-thirds (2/3) vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims and repute of the Chamber, after notice and opportunity for hearing are afforded the member complained against.

Section 7. Endorsements. Members shall not use the fact of membership in the Chamber in such a manner as to indicate any implied endorsement by the Chamber, of members, their products, services or merchandise, or in any manner which can be construed as use of the Chamber's name to promote the commercial interests of members.

Section 8. Assessments.

  1. BID. All licensed businesses within the boundaries of the district will be assessed. Assessments will vary based on the amount of City License paid.
  2. Formula. The assessment formula is designed to generate fees from businesses in the area in relationship to the benefits they will receive from the program activities. The district has been divided into two (2) zones of benefit:
    1. Zone 1 is the area of primary benefits, and will pay 100% of City License but not to exceed $300 per year.
    1. Zone 2 is the area of secondary benefits, and will pay 75% of City License but not to exceed $200 per year.
  1. Time. The collection of the assessments or charges imposed pursuant to this part may be made at the same time and in the same manner as any other levy by the city on such business or in such other manner as the city council shall determine.
  2. Collection.
    1. Time. The collection of the assessments or charges imposed pursuant to this part may be made at the same time and in the same manner as any other levy by the city on such business or in such other manner as the city council shall determine.
    1. When. Assessments will be collected by the City with the funds being remitted to the Chamber of Commerce. The assessment will be collected on a quarterly or annual basis at the same time the City License is paid. Assessment funds will be used in the assessment district to implement the programs and activities developed by the Main Street Committee of the Chamber of Commerce.
     
  1. Formula Changes. The assessment formula can only be changed by all of the following:
  1. A written notice to all businesses in the assessment area.
  2. A public hearing held by the Dinuba City Council.
  3. A 2/3 affirmative vote by assessed members within the assessment area.

ARTICLE VI - MEETINGS

Section 1. Membership.

A. Calling. The Board of Directors may call membership meetings whenever necessary. At such meetings, five percent (5%) of the members shall constitute a quorum. Due and proper notice of regular and special meetings of members shall be given to all members by mailing notice to their last known address at least ten (10) days prior to the date of the meeting.

B. Membership. When petitioned by ten percent (10%) or more of the members, the Board of Directors shall be required to call a membership meeting.

C. Annual. The annual meeting of the corporation, in compliance with State law, shall be held during January of each year. 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. Board of Directors.

A. When and Where. The Board of Directors shall meet at regular intervals and at such time and place as may be designated by them.

B. Board Quorum. A majority of Board shall constitute a quorum for the purpose of conducting business at any meeting.

C. Attendance. Absence of a director from three (3) consecutive regular Board meetings, except for reasons of sickness or vacation, shall constitute that Director's resignation from the Board.

ARTICLE VII - OFFICERS AND DIRECTORS

Section 1. Governing Body. The governing body of the Chamber shall be a Board of fifteen (15) Directors, nominated and elected from the membership for a term of three (3) years in the manner described in the bylaws. This Board shall have the power to establish policy and procedures, prescribe activities, hire and discharge paid personnel and assign their duties and titles, collect and disburse funds, and administer all functions of the Chamber not specifically reserved in these bylaws to the membership.

Section 2. Election of Officers. At the regular meeting of the Board of Directors in May of each operating year, the Directors for the ensuing year shall elect Chamber officers as follows: President, Vice President, Treasurer. The elected officers shall be installed at the June Board meeting following their election. All the officers must be members of the Board.

Section 3. Duties. The duties of the officers shall be such as their title, by general usage would indicate, and such as may be required by law or these bylaws, and may be assigned to them from time to time by the Board of Directors.

A. President. The president shall preside at all meetings of the Chamber and of the Board of Directors and shall serve as chief administrative officer of the Chamber. The President shall be an ex‑officio member of all committees.

B. Vice President. In the absence of the President, the Vice President shall perform the duties of the President. In the absence of both the President and Vice President, the Board shall choose one of its members to serve as President Pro‑Tem.

C. Treasurer. The Treasurer shall be responsible for procuring, budgeting, safe keeping and disbursing of all Chamber funds. All disbursements shall be made by check which must be signed by two (2) of the designated officers of the Chamber or the Manager and one (1) officer. The Treasurer shall report monthly to the Board on the financial status of the Chamber and shall give a complete financial report at the close of each operating year. An audit shall be conducted at the close of each fiscal year by a qualified accountant. The audit cycle shall be three years and shall consist of at least one formal audit and two abbreviated audits. If significant irregularities are noted during an abbreviated audit, a formal audit must be conducted immediately.

Section 4. Surety Bonds. The Board, at its discretion, may require the Treasurer and /or any other officers or employees to furnish acceptable surety bonds, the cost to be paid by the Chamber.

Section 5. Indemnification. The Chamber shall, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all current or former officers, directors and 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 officers, directors or employees of the Chamber, except in relation to matters as to which such individuals 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.

ARTICLE VIII - ELECTIONS

Section 1. Voting Privileges shall be granted to active members only and no member may cast more than one (1) vote. Voting by representatives of multiple memberships will be restricted as prescribed in Article V, Section 3.

Section 2. Nominating Committee.

  1. Selection. At the January Board meeting, the President shall appoint, subject to approval by the Board, a Nominating Committee of three (3) persons of the Chamber.
  2. Chairperson. The President shall designate the chairperson of the committee.
  3. Time. Prior to the March meeting, the Nominating Committee shall present the executive director a slate of candidates to serve three (3) year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and have agreed to accept the responsibility of a directorship. The number of candidates will be those deemed qualified by the Nominating Committee.

Section 3. Additional Nominations.

  1. Additional names of candidates for Directors can be nominated by petition bearing the genuine signatures of at least ten (10) qualified members of the Chamber. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
  2. If a petition presents additional candidates, the names of all candidates shall be arranged on the ballot in alphabetical order.

Section 4. Notification. Upon receipt of the report of the Nominating Committee, the Manager shall immediately notify the membership by mail of the names and persons nominated as candidates for directors and the right to petition.

Section 5. Instructions will be to vote for the number of vacancies only. The executive director will mail this ballot to all active members at least fifteen (15) days before the regular April Board meeting. The ballots shall be marked and returned to the Chamber office within (10) days. The Board shall, at their regular April Board meeting, declare the candidates with the greatest number of votes elected.

Section 6. Terms. An individual may be nominated and elected to serve two (2) consecutive terms as director, but following the second term, one (1) year must elapse before that individual may be nominated and elected for an additional term. However, any member of the Board who is elected President or Vice President (President Elect), or is immediate Past President, will automatically continue as a member of the Board throughout that term of office.

Section 7. Resignations. In the event of the resignation or other emergency which removes from office the entire Board or a majority thereof

  1. Special Meeting. The President shall call a special meeting of the members within thirty (30) days.
  2. Nominating Committee. A Nominating Committee of three (3) members shall be elected by the members; no member of this Nominating Committee may be a member of the former Board.
    1. Report. The Nominating Committee shall make a report to the President or a designated representative within ten (10) days after its election, listing at least one (1) nominee for each vacated position on the Board.
  3. Special Election. Following receipt of this report, the President shall call a special election under the same procedures outlined in this Article for a regular election, except that election cannot be held sooner than fifteen (15) days or later then twenty (20) days after receipt of nominations.
  4. Additional Nominees for such vacated positions may be named by members under the same procedures as outlined in Article VIII, Section 3 for a regular election.

Section 8. Board Vacancies shall be filled by appointment by the President with concurrence of the Board.

ARTICLE IX - COMMITTEES AND STAFF

Section 1. Powers & Duties. The Powers and Duties of all committees and employees shall be defined and established by the Board.

Section 2. Standing & Special Committees. The President shall appoint all standing and special committees, subject to approval by the Board. Non Chamber members and employees may be appointed as ex‑officio members of the committees in an advisory capacity, but only accredited members of the Chamber duly appointed to serve shall have voting privileges.

Section 3. Executive Committee.

  1. Consist of. It shall consist of the President, Vice President, Treasurer, Immediate Past President and one (1) Director appointed by the President with the approval of the Board. The chief administrative employee of the Chamber shall serve as a nonvotingmember and Secretary of this committee.
  2. Duties. Serve at the pleasure of the Board, shall act as the administrative body of the Chamber, counseling with employees and officers on procedural matters, investigating and screening proposals for consideration by the Board, and taking such actions on a temporary basis.
  3. Responsibilities. A major responsibility of this committee shall be the planning and preparation of the annual operating budget. Working with the Treasurer and other Chamber officers, it shall draft the budget for approval by the board. When such approval is granted, expenditures in accord therewith may be made by the Executive Committee or its designees.

ARTICLE X - INITIATIVE AND REFERENDUM

Mail Vote. Upon receipt of a request in writing from ten percent (10%) of the members, the Board shall, or upon its own initiative may, submit any question to the members for a mail referendum vote. The ballot for said vote shall be accompanied by briefs stating both sides of the question. When so stated in the referendum request, action taken by the membership shall be final.

ARTICLE XI - PARLIAMENTARY PROCEDURE

Robert's Rules. Proceedings of all Chamber meetings shall be governed and conducted according to the latest edition of Robert's Manual of Parliamentary Rules.

ARTICLE XII - AMENDMENTS

Section 1. Bylaws. These bylaws may be amended or altered by the two‑thirds (2/3) vote of those members in good standing present at any regular or special meeting of the membership of the Chamber, provided notice of the proposed change(s) shall have been mailed to each member not less than ten (10) days prior to such a meeting.

Section 2. Amendments. These bylaws may also be amended or altered by the Board of Directors when a resolution authorizing them to do so has been consented to in writing by a majority of Chamber members then in good standing.

ARTICLE XIII - CHAMBER DISSOLVEMENT

If the Dinuba Chamber of Commerce is dissolved and becomes inactive, the Board of Directors shall obtain a two‑thirds (2/3) vote from members in good standing at the time the vote is taken, on the place and method for disposing of funds on hand in the Chamber account. All outstanding bills and accounts receivable will be settled prior to disposing of funds.