FIRST AMENDED AND RESTATED BY-LAWS
OF THE GREATER MANCHESTER CHAMBER OF COMMERCE
ARTICLE I
GENERAL
1.1 Name. This organization shall be known as the Greater Manchester Chamber of
Commerce.
1.2 Offices. The principal office shall be located strategically within its service area, the
exact address to be designated by the Board of Directors.
1.3 Purpose. As set forth in the Articles of Association, the objects of the Chamber are
as follows: To promote good government; to inoculate civic virtue, pride and patriotism; to
induce a coordination of the diversified business interests of Manchester for the development
and upbuilding of the city; to disseminate practical information to the business man and farmer;
to encourage new industries; to provide most amply for the accommodation and comfort of
visitors to Manchester; and cause the idea of expansion, the desire for better things, for superior
attractions, for a more beautiful city, and greater civic achievements, to pervade the life of
Manchester; and to accomplish all other general results beneficial to the city and its inhabitants.
In order to achieve the objectives set forth above, the Chamber shall: (1) Preserve the
competitive enterprise system of business by: creating a better understanding and appreciation
of the importance of business people and a concern for their problems; educating the business
community and representing it in city, county, state and national legislative and political affairs;
preventing or addressing controversies which are detrimental to expansion and growth of
business and the community if they arise; creating a greater appreciation of the value of a more
liberal investment of substance and self on behalf of the interests of competitive business; and
(2) Promote business and community growth and development by: promoting economic
programs designed to strengthen and expand the income potential of all business within the
trade area; promoting programs of a civic, social and cultural nature which are designed to
increase the functional and aesthetic values of the community; and discovering and correcting
abuses which prevent the promotion of business expansion and community growth.
1.4 Powers. The Chamber shall have all the powers necessary to carry out the
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foregoing purposes and all the powers of non-profit corporations organized under the laws of
the State of New Hampshire.
1.5 Limitation of Methods. The Chamber shall observe all local, state and federal laws
which apply to a non-profit organization in which is exempt from federal income tax pursuant to
Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”).
1.6 Limitation of Powers.
A. The Chamber shall neither have nor exercise any power, nor shall it engage directly or
indirectly in any activity that would invalidate its status as a corporation which is exempt
from federal income taxation as an organization described in Section 501(c) of the Code.
B. The Chamber is not organized for pecuniary profit and shall not have any capital stock.
No part of its net earnings or of its principal shall inure to the benefit of any officer
director of the Chamber, or any other individual, partnership or corporation, but
reimbursement for expenditures or the payment of reasonable compensation for
services rendered shall not be deemed to be a distribution of earnings or principal.
ARTICLE II
MEMBERSHIP
2.1 Eligibility. Any reputable person or entity doing business in the State of New
Hampshire and interested in the progress of the greater Manchester area shall be eligible for
membership in the Greater Manchester Chamber of Commerce.
2.2 Membership. Application for membership shall be made in such a manner as may
be prescribed by the Board of Directors of the Chamber. The Board of Directors may also
refuse membership to applicants.
2.3 Dues. The dues of this Chamber shall be in such amounts, and payable at such
times, as may be established and determined from time to time by the Board of Directors.
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2.4 Termination.
A. Any member may resign from the Chamber upon written notice to the Board of Directors.
B. Any member shall be deemed to have resigned its membership for nonpayment of dues
in accordance with the policies of the Chamber.
C. Any member may be terminated for cause by the Board of Directors by a two-third vote
of the Directors present at any duly called meeting of the Board.
2.5 Voting. Members shall have no right to vote.
ARTICLE III
BOARD OF DIRECTORS
3.1 Composition. The number of Directors of the Chamber shall be determined by the
then current Board of Directors, but there shall at no time be less than fifteen (15) persons
serving on the Board, each of whom shall be of lawful age. Subject to the discretion of the
Board of Directors, and specifically excluding Legal Counsel (as hereinafter defined), it shall be
the general rule of the Chamber that no more than one person from any organization may
concurrently serve on the Board of Directors. In the event that there are less than fifteen (15)
Directors currently serving on the Board of Directors, than the only lawful action that the Board
can take will be to elect new and/or additional Directors in the manner provided for in this Article
III, Section 5.
3.2 Ex Officio Members. Ex Officio members of the Board of Directors, by the virtue of
their office and interest in the Chamber, shall include the Chamber's President, the Chamber’s
Legal Counsel, the Immediate Past Board Chair, if the Immediate Past Board Chair is not
otherwise currently a member of the Board of Directors, and no more than five (5) government
and civic representatives of the greater Manchester area Ex Officio members, other than the
President, and shall not be entitled to vote. The President shall be a voting member of the
Board of Directors except for matters in which the President has a conflict of interest. The term
of office is for one (1) year.
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3.3 Powers and Duties. The property, affairs and business of the Chamber shall be
controlled and managed by the Board of Directors. Without limiting the generality of the
foregoing, such control shall include the power to oversee, supervise and delegate its powers,
including the power to: hire employees, professional, clerical and secretarial; enter into
employment agreements with employees which are deemed advisable; determine levels of
employee compensation, including wages, salaries, bonuses and other fringe benefits;
terminate the employment of an employee; determine condition of employment, including hours
of work, work responsibility, vacation time, and sick leave; authorize the purchase or rental of
property, determine annual dues of the Members and formulate and enforce all policies of the
Chamber. The Board of Directors may from time to time delegate particular responsibilities to
specified officers or Committees of the Chamber as it shall deem advisable. They may adopt
such rules and regulations for the conduct of their meeting and the management of the
Chamber not inconsistent with these By-laws, the Chamber's Articles of Agreement, or the laws
of the State of New Hampshire as they may deem proper.
3.4 Management. The Board of Directors shall be responsible for the management of
the Chamber, and shall employ a President to conduct and manage the day to day operations of
the Chamber. The Board of Directors shall be responsible for appointing officers of the
Chamber, as described in Article IV herein.
3.5 Election. Directors shall be elected by a majority vote of the then current Board of
Directors normally at the annual meeting of Directors, or at another meeting of the Directors as
deemed necessary by the Board of Directors. The Board of Directors shall establish a
nomination process from time to time.
3.6 Term of Office. Each Director shall continue in office for a term of three (3) years
commencing on the date of election as a director and continuing for such term or until his or her
successor shall have been appointed and shall have been qualified, or until his or her death,
resignation or removal in the manner hereinafter provided.
3.7 Successive Terms. Upon completion of two (2) consecutive terms of three (3) years
each, a Director may not be nominated to serve as a Director for an additional successive term.
At least one (1) year must pass before eligibility will be restored. Notwithstanding the foregoing
two consecutive term limit, if a Director is also elected by the Board of Directors to serve as an
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officer of the Chamber, as provided in Article IV hereof, said Director may be nominated to
serve one (1) additional three (3) year consecutive term.
3.8 Vacancies. A member of the Board of Directors who shall be absent for three (3)
consecutive regular meetings of the Board of Directors shall automatically be deemed to have
resigned from membership on the Board unless confined by illness or other excused absences
approved by the President. Such Director shall be notified in advance in writing of the time and
place and the alleged cause therefore. Vacancies on the Board of Directors, or among the
Officers occurring prior to the end of such person’s term may be filled by majority vote of the
Board of Directors for the balance of the term of the vacant position.
3.9 Voting. Each Director shall have the full right to vote and participate in the
management and affairs of the Chamber except as otherwise specifically set forth herein.
3.10 Meetings of the Board of Directors.
A. Annual Meeting. A regular annual meeting of the Board of Directors shall take place
each year at such time, date and place as shall be designated by the Board of Directors.
The purpose of the annual meeting shall be to elect Directors and officers of the
Chamber and to transact such other business as may properly come before the meeting.
B. Regular Meetings. Regular meetings of the Board of Directors shall be held at such
places and at such times as the Board determines by resolution from time to time.
Notice of regular meetings need not be given.
C. Special Meetings; Notice. Special meetings of the Board of Directors shall be held
whenever called by the Chair of the Board, if any, or by the President, or by the
Secretary at the request of any four (4) Directors at the time being in office. Notice of
each such meeting shall be mailed to each Director, addressed to such Director at his or
her residence or usual place of business, at least two (2) days before the day on which
the meeting is to be held, or shall be sent to him or her at such place by email or
facsimile, or be given personally or by telephone, not later than the day before the day
on which the meeting is to be held. Every such notice shall state the time and place of
the meeting, and shall state the agenda of items to be discussed at such meeting. No
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business other than that specified in the agenda contained in the notice for the meeting
shall be transacted at any special meeting of the Board of Directors, without the
unanimous written consent of each of the Directors. Notice of any meeting of the Board
need not be given to any Director, however, if waived by him or her in writing or by email
or facsimile, whether before or after such meeting be held, or if he or she shall be
present at such meeting unless his or her attendance at the meeting is expressly for the
purpose of objecting to the transaction of any business because the meeting is not duly
called; and any meeting of the Board shall be a duly called meeting without any notice
thereof having been given, if all of the Directors shall be present thereat.
D. Executive Session. The Board of Directors may decide at any annual, regular and/or
special meeting to go into an Executive Session at the end of the meeting. During an
Executive Session, only voting Board members shall be present, unless the Chair in his
or her discretion allows other Officers, Ex Officio Board members or any other person to
attend. The Chair may excuse any voting Board member, including the President, from
attending an Executive Session in the event that the matter to be discussed involves a
conflict of interest with such Board member. The Board may conduct any lawful
business of the Chamber while in Executive Session at such meeting.
E. Place of Meeting, Etc. The Board of Directors may hold its meetings and have one or
more offices at such places within or without the State of New Hampshire as the Board
from time to time may determine or, in the case of meetings, as shall be specified or
fixed in the respective notices or waivers of notice thereof.
F. Telephone Meetings. Any one or more Directors may participate in a meeting of the
Board of Directors by conference telephone or other electronic means by which all
persons participating in the meeting can communicate with each other. Participation by
telephone shall be equivalent to presence in person at a meeting for purposes of
determining if a quorum is present.
G. Record of Meetings. The Secretary or, in the absence of the Secretary, one of the
Directors designated by the Board of Directors and participating in the meeting, shall
keep, or cause to be kept, a record of the meeting.
H. Quorum; Vote Required. A majority of Directors then in office shall constitute a quorum
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for the transaction of business at any meeting of Directors, and, unless otherwise
provided for by law or these Bylaws, the act of the majority of the Directors present and
voting at any meeting at which a quorum is present shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Directors, the Directors
present at the meeting may adjourn the meeting from time to time, without notice other
than an announcement at the meeting, until a quorum shall be present. At such
adjourned meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally notified.
I.
Vote Required to Authorize or Alter a Policy Position. With respect to the Chamber’s
policy positions, in order to better reflect the will of the Chamber as a whole, a two-thirds
vote of a quorum of the Board of Directors at a duly held meeting shall be required to
establish or alter a policy position, provided, however, that the number of Directors
voting in favor of such policy position shall be not less than a simple majority of the
entire Board of Directors then in office.
3.11 Action by Unanimous Consent. Any action required or permitted to be taken at a
meeting of the Directors may be taken without a meeting if:
A. Consents in writing, setting forth the action so taken, shall be signed by all of the
Directors and filed by the Secretary with the minutes of the meetings of the Board of
Directors. The consents may be executed in any number of counterparts, all of which
when taken together shall constitute a single original consent.
B. Consents by electronic mail intended to constitute the consent and signature of the
sender and otherwise complying with New Hampshire RSA 294-E, setting forth the
action so taken, are submitted by all the Directors, received by the Chamber and filed by
the Secretary with the minutes of the meetings of the Board of Directors.
3.12 Executive Committee. The Executive Committee, as described in Article V of the
Bylaws, shall act for and on behalf of the Board of Directors when the Board is not in session
but shall be accountable to the Board for its actions. All Executive Committee actions shall be
reported to the Board of Directors at the next Board of Directors Meeting.
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3.13 Resignations. Any Director of the Chamber may resign at any time by giving
written notice to the Chair of the Board, if any, or to the President or to the Secretary of the
Chamber. Such resignation shall take effect at the time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.14 Removal of Directors. Any Director may be removed, either with or without cause,
at any time, by a majority vote of the Board of Directors at a duly called meeting of the Board of
Directors of the Chamber.
3.15 Indemnification. The Chamber may, by resolution of the Board of Directors, provide
for indemnification by the Chamber of any and all of its Directors as provided for in Article VIII of
the Bylaws.
3.16 Compensation. Directors shall receive no compensation for attendance at regular
or special meetings or for services rendered to the Chamber, but may be reimbursed for actual
expenses incurred in attending regular or special meetings or incidental to services performed
for the Chamber.
ARTICLE IV
OFFICERS
4.1 Officers. The officers of the Chamber shall consist of a Chair, a Vice Chair, a
President, a Treasurer, a Secretary and such other Officers elected to fill any offices created by
the Board of Directors pursuant to Article III. One person shall not hold two offices.
4.2 Election: Term of Officers; Resignation; Removal; Vacancies. The Board of
Directors shall elect the officers of the Chamber from among the Directors, except as otherwise
provided herein, normally at the annual Board of Directors meeting, or at another meeting of the
Directors as deemed necessary by the Board of Directors. The officers of the Chamber shall
hold office for terms of one (1) year or until their successors are elected and qualified. The
Chair may serve up to three (3) consecutive one-year terms, and it is expected that the Chair
will serve at least two (2) consecutive one-year terms. Any officer may resign at any time by
giving written notice to the President of the Board. Such resignation shall take effect at the time
specified in the notice, or if no time is specified, then immediately. Any officer may be removed
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from office at any time, with or without cause, by the affirmative vote of two-thirds of the Board
of Directors at any regular or special meeting of the Board called expressly for that purpose.
The Directors may fill any vacancy occurring in any office of the Chamber for the unexpired
term. An officer whose term of office has not expired may continue in such office, and continue
for such term as a Director, regardless of the Director term limitations in Section 3.7.
4.3 Chair. The Chair shall serve as the chief elected officer of the Chamber and shall
preside at all meetings of the Board of Directors and perform such other duties as may be
properly assigned to the Chair from time to time. The Board Chair shall, with advice and counsel
of the Board Vice Chair and the President, determine all Committees, select all Committee
Chairs, and assist in the selection of Committee personnel. The Board Chair shall be an ExOfficio member of all Committees of the Chamber, provided that the Board Chair shall be a
voting member of all Committees to which he or she has been specifically assigned.
4.4 Vice Chair. In the absence or discretion of the Chair, the Vice Chair shall perform
the duties of the Chair, and when so acting shall have the powers of the Chair. The Vice Chair
shall serve as Chair of the Executive Committee. The Vice Chair will be responsible for
determining that the activities of the Chamber are of such duration as are required, at all times
being alert to assure that the activities of the Chamber are directed toward achieving business
and community needs in the area served by the Chamber. The Vice Chair shall perform such
other duties as shall be specified by the Chair of the Board of Directors.
4.5 President. The Board of Directors shall employ a President. The President shall be
the chief administrator and executive officer, and shall be responsible for administration of the
Chamber in accordance with the policies and regulations of the Board of Directors. The
President shall perform all duties pursuant to such office subject to the direction of the Board of
Directors and the Executive Committee. The President shall serve as advisor to the Chair and
all committees, and shall assemble information and data and cause to be prepared special
reports as directed by the Board of Directors. With the cooperation of the Finance Committee,
the President shall be responsible for the preparation of an operating budget covering all
activities of the Chamber, subject to approval of the Board of Directors. The President shall
also be responsible for all expenditures with approved budget allocations. The President shall
sign all written contracts and obligations which have been properly authorized by the Executive
Committee, the Board of Directors or the Chamber. The President shall be an Ex Officio
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member of the Board of Directors and the Executive Committee. The President shall be a voting
member of all other Committees.
4.6 Secretary. The Secretary shall cause to be prepared notices, agendas and minutes
of meetings of the Board of Directors and the Executive Committee, shall keep the roll of all
membership and their representatives, and perform all other duties usually incident to the office,
and such other duties as may be assigned by the Board of Directors.
4.7 Treasurer. The Treasurer 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
Treasurer shall cause regular books of account to be kept, and shall cause a monthly financial
report to be made to the Board of Directors and an annual audit to be conducted by an outside
accounting firm approved by the Board of Directors. The Treasurer shall perform all other duties
usually incident to the office, and such other duties properly required of the Treasurer by the
Board of Directors.
4.8 Legal Counsel. A Legal Counsel will be elected by the Board of Directors from the
membership of the Chamber or any other person at the discretion of the Board of Directors,
provided that the Legal Counsel shall not otherwise be a member of the Board of Directors of
the Chamber during the term of his or her service. The Legal Counsel shall have no voting
rights, but shall be an Ex Officio member of the Board of Directors and the Executive
Committee. He or she shall attend all appropriate Board and Executive Committee meetings
and act in an advisory role.
4.9 Bonding of Officers. The Board of Directors may require any officer, or other person
entrusted with the handling of funds or valuable property of the Chamber to give bond to the
Chamber, with sufficient surety or sureties, conditioned upon the faithful performance of such
person’s duties.
4.10 Indemnification. The Chamber may, by resolution of the Board of Directors, provide
for indemnification by the Chamber of any and all of its officers as provided for in Article VIII of
the Bylaws.
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4.11 Removal. Any officer may be terminated for a good cause by a majority vote of the
Directors present and voting at any duly held meeting of the Board.
ARTICLE V
EXECUTIVE COMMITTEE
5.1 Composition. The Executive Committee shall consist of the Chair, Vice Chair, Past
Chair, Legal Counsel, the President, the Treasurer, and Secretary together with two (2)
members of the Board of Directors who shall be elected by the Board of Directors at the first
regular meeting to serve until the first regular annual meeting following his/her election or until
his/her successor is elected. The Vice Chair of the Board shall serve as Chair of the Executive
Committee. If any person fails to serve his/her terms as a committee member, the resulting
vacancy may be filled for the remainder of such term by a Director elected hereto by the Board
of Directors.
5.2 Powers and Duties. In the interim between meetings of the Board of Directors, the
Executive Committee shall possess and may exercise all the powers of the Board of Directors
unless otherwise specifically provided in the By-Laws. The Executive Committee shall keep a
record of its proceedings and report its action and reasons therefore at the next Board Meeting.
Except as provided in Section 5.5 below, the Executive Committee shall have the full power of
the Board of Directors to act between meetings of the Board upon matters which, in the
judgment of the Committee, are of such nature as to require action prior to the next regular
meeting of the Board of Directors but do not require a calling of a special meeting of the Board
of Directors, and such acts shall be deemed to be and may be certified as being an act and
under the authority of the Board of Directors. Any action taken by the Committee involving the
exercise of the powers of the Board of Directors shall be reported promptly to the Board. The
Executive Committee shall be subject to the authority of the Board of Directors in all matters.
5.3 Meetings. The Executive Committee shall hold meetings on the call of the Chair, the
Vice Chair or at the request of three (3) members. Five (5) members shall constitute a quorum.
5.4 Compensation of President. The Executive Committee, excluding the President,
shall determine the compensation of the President.
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5.5 Limitations. The Executive Committee shall not have the power to:
A. Amend the Bylaws;
B. Appoint or remove Directors;
C. Approve a dissolution or merger or the sale of all the Chamber’s assets;
D. Adopt the budget; or
E. Take any action that is contrary to, or a substantial departure from, the direction of the
Board, or which represents major change in the affairs, business, or policy of the
Chamber.
ARTICLE VI
COMMITTEES AND DIVISIONS
6.1 Appointments and Authority. The Board Chair, by and with the approval of the Board
of Directors, shall appoint all Committee Chairs. The Board Chair may appoint such ad hoc
Committees and their Chairs as deemed necessary to carry out the program of the Chamber.
Committee appointments shall be at the will and pleasure of the Board Chair and shall serve
concurrent with the term of the appointing Board Chair, unless a different term is approved by
the Board of Directors. It shall be the function of Committees to make investigations, conduct
studies and hearings, make recommendations to the Board of Directors, and to carry on such
activities as may be delegated to them by the Board.
6.2 Limitations of Authority. Unless otherwise set forth herein, no action by any member,
Committee, ad hoc Committee, employee, Directors or officer, other than the Executive
Committee, 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. Committees shall be
discharged by the Board Chair 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.
6.3 Testimony. Once Committee action has been approved by the Board of Directors, it
shall be incumbent upon the Committee, or a designate, to give testimony to, or make
presentations before, civic and governmental agencies.
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6.4 Divisions. The Board of Directors may create such divisions, departments, affiliates
or subsidiary corporations as it deems advisable to handle the work of the Chamber. The Board
shall authorize and define the powers and duties of all divisions, departments, affiliates and
subsidiary corporations. The Board shall annually review and approve all activities and
proposed programs of such divisions, departments, affiliates or subsidiary corporations,
including collection and disbursement of funds. No action or resolution of any kind shall be
taken by divisions, departments, affiliates or subsidiary corporations having bearing upon or
expressive of the Chamber, unless approved by the Board of Directors or the Executive
Committee.
6.5 Finance Committee. There shall be a Finance Committee of the Board of Directors,
consisting of the President, the Treasurer, and at least two (2) other Directors elected by the
Board. The Treasurer shall serve as Chair of the Finance Committee. The Committee may
include, as non-voting members, other staff, or other non-Director persons whose experience in
accounting, finance or business may assist the Committee and the Board in the performance of
their financial oversight responsibilities. The Committee reports to the full Board. It shall be the
duty of the Finance Committee to recommend a budget for the Chamber for the forthcoming
year, and to recommend the establishment of such business and accounting procedures, and
methods of reporting as it may deem necessary or desirable for the attainment of the purposes
of the Chamber. The Finance Committee shall also make recommendations to the Board of
Directors as to the selection of a depository or depositories for current funds of the Chamber; as
to the investment and reinvestment of all funds of the Chamber, and as to the management of
any property held by the Chamber. The Finance Committee is also responsible for the
appointment and oversight of the performance of the independent auditor. The Board Chair and
the President shall be Ex Officio members of the committee.
6.6 Other Committees. The Board Chairmay also designate such other committees as
he or she deems necessary for the efficient conduct of the business of the Chamber, which
committees may consist either of members of the Board of Directors or such other persons as
are designated in the resolution authorizing the creation of that committee. Such committees
may be discontinued when no longer necessary.
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ARTICLE VII
FINANCES
7.1 Contributions. The Chamber may accept gifts, grants, legacies and contributions
from any source including persons, corporations, trusts, charities, and governments and
governmental agencies. All monies paid into the Chamber shall be placed in a general fund,
except those subscribed or contributed for some specific purpose which may be placed in a
separate fund for that purpose.
7.2 Fiscal year. The Chamber shall operate on a fiscal year ending December 31st.
7.3 Depositories. The Board of Directors shall determine what depositories shall be
used by the Chamber as long as such depositories are located within the State of New
Hampshire and are authorized to transact business by the State of New Hampshire and are
federally insured. All checks and orders for the payment of money from said depository shall be
signed by such signatories as have been authorized and required in advance by the Board of
Directors.
7.4 Budget and Payment of Expenses. Prior to the beginning of the fiscal year, the
Board of Directors shall approve a budget for income and expenses for the coming calendar
year, which approval shall be given no later than the annual meeting of the Board of Directors.
All monies for expenses shall be paid out of the general fund with the approval of the Board of
Directors or in accordance with the budget. Said payments shall be made by checks signed
according to the check signing policy to be determined by the Board of Directors.
7.5 Execution of Contracts. All contracts and agreements authorized by the Board of
Directors, and all notes, bonds, and bills of exchange shall, unless otherwise directed by the
Board of Directors, or unless otherwise required by law, be signed by any of the following
officers: The Chair of the Board, President, Treasurer or Secretary.
7.6 Loans. No loans shall be contracted on behalf of the Chamber unless authorized by
resolution of the Board of Directors. When authorized by the Board of Directors so to do, any
officer or agent of the Chamber thereunto authorized may effect loans and advances at any time
for the Chamber from any bank, trust company or other institution, or from any firm, corporation
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or individual, and for such loans and advances may make, execute and deliver promissory
notes, bonds or other certificates or evidences of indebtedness of the Chamber and, when
authorized so to do, may pledge, hypothecate or transfer any securities or other property of the
Chamber as security for any such loans or advances. Such authority may be general or
confined to specific instances.
ARTICLE VIII
INDEMNIFICATION
The Chamber shall indemnify any and all of its Directors and Officers or former Directors
and Officers 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 and/or Officers of the Chamber, for any cause of
action, including breach of fiduciary duty as a Director, an Officer, or both, except with respect to
the following:
A. Any breach of the Director's or Officer's duty of loyalty to the Chamber.
B. Any acts or omissions which are not in good faith or which involve intentional misconduct
or a knowing violation of law.
C. Any transaction from which the Director, Officer, or both, derived an improper personal
benefit.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed or new Bylaws adopted by the Board of
Directors present at any regular meeting, or any special meeting called for that purpose,
provided, that the proposed amendments, alterations, or repeals shall be plainly stated in the
call for the meeting, which must be sent out at least seven (7) days prior to the meeting at which
they are to be considered.
ARTICLE X
NOTICES
12.1 General. Whenever under the provisions of law or these Bylaws, notice is required
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to be given to any person, such notice may be given via U.S. mail or overnight delivery service
with postage prepaid, and shall be deemed given when deposited in the mail or the delivery
service addressed to such person at such person’s address as it appears on the records of the
Chamber. Notice may also be given by electronic mail, facsimile, or hand delivery, and such
notice will be deemed given when received.
12.2 Waiver. Whenever any notice is required to be given by law or by these Bylaws, a
waiver of notice signed by the person or persons entitled to such notice, whether before or after
the time stated in these Bylaws, shall be deemed equivalent to the giving of such notice.
Attendance at a meeting either in person, or if applicable, by proxy, of a person entitled to notice
shall constitute a waiver of notice of the meeting unless he or she attends solely for the purpose
of objecting at the beginning of the meeting to the transaction of business on the grounds that
the meeting was not lawfully called or convened.
ARTICLE XI
DISSOLUTION
The Chamber shall use its funds only to accomplish the objectives and purposes
specified in these bylaws, 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 as determined by vote of the Board of Directors to one or more (i) regularly
organized and qualified charitable, educational, scientific or philanthropic organizations as
defined in Section 501(c)(3) of the Code, (ii) business leagues, chambers of commerce, boards
of trade and similar organizations as defined in Section 501(c)(6) of the Code or (iii) noncharitable community organizations or appropriate governmental subdivisions, boards or
agencies, to facilitate, to the greatest extent practicable, the purposes for which the Chamber
was formed.
A true record, as adopted by the Board of Directors at its regular meeting on October 28, 2014.
Attest:
____________________
Secretary
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