Bylaws

ARTICLE I – Name & Location
Section 1.01:   The title and corporate name of the organization shall be Upstate Piedmont Chamber of Commerce, Inc., hereinafter referred to as the -Chamber” and these Bylaws shall govern the affairs of the Chamber as a 501c6 non-profit corporation.

Section 1.02:   The principal office of the Chamber shall be in Cherokee County, South Carolina.  The Chamber serves Cherokee County, surrounding Counties and Upstate South Carolina.

Section 1.03:   The Chamber shall observe all local, state and Federal laws which apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code, as the same may be supplemented or amended.

ARTICLE II – Purpose

Section 2.01:   As set forth in the Articles of Incorporation, the purpose of the Chamber is to be a leader for improvement of economic growth and quality of life in Cherokee County, surrounding counties and Upstate South Carolina.  The Chamber will provide a professional environment in which to attract business and help businesses grow in the region.  The Chamber’s emphasis will be to design and implement programs to attract new business, promote economic development and support civic, social, and cultural activities to improve quality of life.

ARTICLE III – Membership

Section 3.01:  

  1. Business and Professional Membership – Any association or entity , regardless of its organizational structure, engaged in a business or profession may become a member by making application, in writing, as provided by the Chamber President (Officer) and Board of Directors (Board) and paying the membership investment dues hereinafter provided.

  1. Individual Membership – Any person may become a member by making application as provided by the President and the Board and paying the membership dues hereinafter provided.
  1. Honorary Membership – Honorary membership shall be awarded by the President and Board of Directors, and such honorary members shall pay no membership dues.

Section 3.02:   The minimum membership dues of any member, other than an honorary member, shall be established by the President and Board and subject to annual review and adjustment.

Section 3.03:   The Chamber shall own all real and personal property, including all improvements located on the property, acquired by the Chamber.  A member has no interest in specific property of the Chamber.  Each member shall waive the right to acquire partition of all or part of the Chamber’s property as a condition of membership in the Chamber.

Section 3.04:   Written or printed notice of any members’ or Board’s meeting, including the Annual Board Planning Meeting, will be sent not less than 10 days or more than 60 days before the date of the meeting.  In addition, when a meeting of members is scheduled or called, notice may be given by publication in any newspaper or general circulation and/or posted at the principal office of the Chamber.  The notice will state the place, time, and date of the meeting and the general purpose(s) for which the meeting is called.

Section 3.05:   The Annual Board Planning meeting of the Chamber shall be held before the last day of
January of each year, at a date and place to be designated by the President and Board.

Section 3.06:   Special meeting of the Board may be called at any time by the President or Chairman of the Board at at date, place, and time designated by the President or the Chairman.

ARTICLE IV – Officer and Duties

Section 4.01:   The officer of the Chamber shall be a President and Chief Executive Officer.  The term of
office of the President/CEO shall be at the pleasure and discretion of the officer.  Each officer shall hold office until such officer’s successor shall have been duly chosen and qualified, or until such officer’s death or resignation.

Section 4.02:   The President/CEO shall perform all duties incident to the office and shall be the Chief Executive Officer of the Chamber and shall have charge of the supervision and employment, including hiring and termination, of all employees.  The President shall oversee all office functions, preserve all books, documents, and communications and keep accurate record of the proceedings of membership meetings, Board meetings, Executive Committee meetings and Committee meetings.

Section 4.03:   The President/CEO shall provide a written detailed monthly report to each Board member on or before the date of the regularly scheduled Board of Directors meeting.

ARTICLE V – Directors

Section 5.01:   The government of the Chamber and the direction of its work shall be vested in the Board of Directors, consisting of eleven (11) members and the President /CEO, giving the Board a total of twelve (12) members. The aforementioned Directors shall serve a 3 year term.  The Chairman of the Board shall serve a two (2) year term to be succeeded by the Vice-Chair.  Each member of the Board of Directors must be an active member in good standing and must have agreed to accept the responsibility of Directorship.

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Section 5.02:   The Chamber Board of Directors shall meet not less than once quarterly with future preference of not less than once monthly, at a date, place and time designated by the President/CEO or Chair.  The President /CEO or the Secretary of the Board of Directors shall keep a record of their meetings.

Sectin 5.03:  The Board of Directors shall be of diverse composition to represent a cross section of
the business community.  There shall be no more than one (1) from a business classification.

Section 5.04:   The Executive Committee shall consist of the President/CEO, Chairman of the Board, Vice-Chair, Secretary and Treasurer.

Section 5.05:   Absence from three (3) consecutive regular Chamber Board of Directors meetings, without an excuse deemed valid and so recorded, shall be construed as a resignation from the Board.  Notice of all meetings shall be by e-mail or personal mail not less than ten (10) days before the date of the meeting.

Section 5.06:   A majority of the Chamber Board of Directors present at a regular Directors meeting shall constitute a quorum.  Majority is defined as one more than half.

Section 5.07:  Directors to replace those rotating off may be nominated by Chamber members or
Board members.  Board members will elect new members from the list of nominees by a majority and written vote.

ARTICLE VI – Committees and Divisions

Section 6.01:   The President/CEO, by and with the approval of the Board of Directors, shall appoint all
committees and committee chairmen.  The President/CEO may appoint such committees and their chairmen as deemed necessary to carry out the programs of the Chamber.  It shall be the function of the committee to conduct studies and make recommendations to the President/CEO and to the Board of Directors.

Section 6.02:   The President/CEO, with the approval of the Board of Directors, may create divisions
Or Departments as deemed necessary to handle the work of the Chamber.  The President/CEO shall authorize and define the powers, duties and activities of such divisions or departments.  The President/CEO and the Board will annually review and approve all divisions or departments.

ARTICLE VII – Finances

Section 7.01:   All money paid to the Chamber shall be placed in a general operating fund.

Section 7:02:   The President/CEO is authorized to make disbursements on accounts and expenses provided for in the approved budget.  Disbursements shall be by check and shall have two (2) authorized signatures.

Section 7.03:   Authorized to sign checks for Chamber disbursements will be President/CEO, Chairman of the Board, Vice-Chair and Treasurer.

Section 7.04:   The fiscal year of the Chamber shall be from January 1st to December 31st.

Section 7.05:   Before January end of month, the new fiscal year Budget of estimated income and expenses for the Chamber shall be compiled by the President/CEO and the Treasurer and submitted to the Board of Directors at the Annual Planning Meeting for review and approval.

Section 7.06:   The accounts of the Chamber shall be reviewed as of the close of business after December 31st of each fiscal year by a certified public accountant and presented to the Board
of Directors.

Section 7.07:  Surplus funds remaining at the close of a fiscal year shall be carried over to the next
fiscal year as a contingency fund.

ARTICLE VIII – Dissolution

Sectin 8.01:     The Chamber shall use its funds only to accomplish the objectives and purposes specified in the Bylaws and Mission Statement, and no part of said funds shall be distributed to the members of the Chamber.  On dissolution of the Chamber, any funds remaining shall be distributed to one or more organized and qualified charitable or educational organizations to be selected by the Board of Directors.

ARTICLE IX – Parliamentary Authority

Section 9.01:   The most current edition of Roberts Rules of Order shall be the parliamentary guide and
shall govern the proceedings of the Upstate Piedmont Chamber of Commerce with one exception, that  being that Board votes will be done on paper and presented for final count to the President/CEO and one (1) Director.

ARTICLE X – Amendments

Section 10.01:  All proposed amendments to the Bylaws shall first receive approval of the President/CEO and the Board of Directors.  The Bylaws may be amended or altered by a majority vote of those present at any Board Meeting where there is a quorum present, provided voting members have been notified of the proposed changed by the President/CEO no less than ten (10) days before the meeting date.

Section 10.02: These Bylaws shall be known and referred to as -The Bylaws of the Upstate Piedmont Chamber of Commerce, Inc.”