CUPERTINO CHAMBER OF COMMERCE BYLAWS

Revised October 10, 2018

ARTICLE I: GENERAL

Section 1. Name: This organization is incorporated under the laws of the State of California, effective April 16, 1954, and shall be known as the “Cupertino Chamber of Commerce.”

Section 2. Purpose: To promote and enhance the business environment and economic climate of the Cupertino community.

Section 3. Limitations: The Cupertino Chamber of Commerce 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.

The organization shall be non-profit, non-partisan, and non-sectarian and shall not discriminate on the basis of race, creed, sex, or national origin.

ARTICLE II: MEMBERSHIP

Section 1. Eligibility: Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible to apply for membership.

Section 2. Election: Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. An applicant shall become a member upon acceptance by the Chamber staff member as designated by the Board of Directors and payment of regularly scheduled investment as provided in Section 3 of Article II.

Section 3. Investments: Membership investments shall be at such rate or rates, schedule, or formula as may be from time to time prescribed by the Board of Directors, payable annually in advance.

Section 4. Termination: a) Any member may resign from the Chamber upon written request to the Board of Directors; b) Any member shall be expelled by the Board of Directors by a simple majority vote of said Board for non-payment of dues after ninety (90) days from the date due unless otherwise extended for good cause; c) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing for the member complained against.

Section 5. Voting: In any proceeding where voting by the Board of Directors, a Committee, or members is called for, each voting member in good standing shall be entitled to cast one vote. Any member not responding will be deemed to have abstained. Abstentions shall not be counted towards the final tally. Responses included in the final tally shall be made up of all “Support” and “Oppose” votes. A position to support or oppose shall require a quorum of responses and a majority of all “Support” and “Oppose” votes.

Section 6. Voting by Electronic Mail: When a matter requires approval of the Board of Directors before the next regularly scheduled meeting, the Chamber President may, at his or her discretion, request a vote by electronic email (“e-mail”). Each Director shall receive notification by group email from the Chamber President stating the matter to be voted upon. The notification shall state that the voting must be completed by a date and time certain that gives the Directors two (2) business days to cast their vote. Each Director is entitled to cast one (1) vote by reply email that shall be cc’d to the Board of Directors. Voting by proxy is not permitted. A unanimous vote of all seated Directors is required for approval of any matter by email.

Section 7. Exercise of Privileges: Any firm, association, corporation, partnership, or estate holding membership may nominate an individual whom the holder desires to exercise the privileges of membership covered by its subscriptions and shall have the right to change its membership nomination upon written notice.

Section 8. Honorary Membership: Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from the payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.

ARTICLE III: MEETINGS

Section 1. Annual Meeting: The annual meeting of the corporation, in compliance with State law, shall be held during the first quarter of each year or at such other date as may be designated by the Board of Directors. 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. Additional Meetings: General meetings of the Chamber of Commerce may be called by the President at any time or upon petition in writing of any ten percent (10%) of the members in good standing. Notice of special meetings shall be mailed to each member at least three (3) days prior to such meetings. Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each Director at least one (1) day prior to said meeting. Committee meetings may be called at any time, without need for formal notice, by the President, respective department Vice President, or by the Committee’s leader. A recommendation to the Board made by motion in a Committee meeting shall be made by a majority vote of members in good standing who attend the meeting.

Section 3. Quorums: At any duly called general meeting of the Chamber, ten percent (10%) of members or a majority of the seated Board of Directors shall constitute a quorum; at a regular or special Board Meeting, a majority of the seated Board of Directors shall constitute a quorum of the Board of Directors; at Committee meetings, a majority of the Committee members shall constitute a quorum except when a committee consists of more than nine (9) members, five (5) shall constitute a quorum. Where a Committee is comprised of a non-specified number of members, five (5) members in attendance shall constitute a quorum.

Section 4. Notice: Written notice of all Chamber Board meetings must be given at least three (3) days in advance unless otherwise stated. An advance agenda must be prepared for all such meetings.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. Composition of the Board: The Board of Directors shall be composed of twenty-one (21) members, except as provided in ARTICLE IV, Section 3 and ARTICLE V, Section 2, and ARTICLE VI Section 3B. Six (6) Five (5) Directors shall be elected annually by the general membership to serve for three (3) years. Two members shall be appointed annually by the President to serve for one (1) year commencing in January, subject to confirmation by a majority of the Board of Directors.

The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.

Section 2. Selection and Election of Directors:

  1. Nominating Committee: At the regular July Board meeting, the President shall appoint, subject to the approval of the Board of Directors, a Nominating Committee of five (5) members in good standing. At least three (3) of the five (5) must be Past Presidents of the Chamber. The Chairperson of the Nominating Committee shall be the Immediate Past President. In the absence of the Immediate Past President, the President shall select the Chairperson of said committee.
  2. Board of Directors: At the regular July Board Meeting, the Directors and Officers will identify the particular skills/professions that would most benefit the Chamber if possessed by Directors to be elected in October/November.
  3. Nomination of Candidates: Between the July Board meeting and the September Board meeting, the President shall notify the regular membership to submit names of candidates for nomination to the Board (within 15 days of the notification) to the President.
  1. Any candidate names submitted shall have the approval of the candidate.
  2. The submission of a name shall also contain a brief written explanation of “why” the person is being recommended as a candidate.
  3. Any member may submit their own name as a candidate and shall follow all requirements of this process.
  1. Nominating Committee: Prior to the regular September Board meeting, the Nominating Committee shall present to the President a slate of candidates for Director numbering six (6) or greater, (for further Nominating Committee duties, see Article V, Section 1 and Article VI, Section 1). Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. Except as provided below, no Director who has served two three consecutive three-year terms or equivalent is eligible for election for a fourth term. A period of one (1) year must elapse before eligibility is restored. In the extraordinary situation where a Director must continue service on the Board for continuity of leadership, the President may request approval of a one (1) year extension of a directorship, which may be renewed annually for up to two (2) years. This request must receive a two-thirds vote of approval from the seated Board members.

The Nominating Committee will review and screen all candidates for nomination. Interviews may be conducted as deemed appropriate by the Committee. Members of the Nominating Committee may also offer names of candidates for the Committee’s review.

  1. Publicity of Nominations: Upon approval of the Nominating Committee’s Final Report by the Board of Directors at a regularly scheduled meeting, the President shall immediately notify the membership by mail of the names of the persons nominated as candidates for Directors and the right of petition.
  2. Nominations by Petition: Additional names of candidates for Directors can be nominated by petition bearing the genuine signatures of at least twenty (20) qualified members of the Chamber. Such petition shall be filed with the Chamber staff within ten (10) work days following notification to the membership of the slate of candidates. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
  1. Determination: The names of all candidates shall be arranged on a ballot in alphabetical order. Each candidate shall be identified by firm affiliation and shall be allowed to include biographical information of up to fifty (50) words. Instructions will be to vote for the number of vacancies only. Cumulative voting shall not be allowed. The President shall mail this ballot to all active members at least 14 days prior to the regularly scheduled November board meeting.The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber office within ten (10) days. The Board of Directors shall, at their regular November meeting, declare the candidates with the most votes elected. In the event of ties, the Board shall vote separately solely for the purpose of breaking ties. In the event that there are vacancies of varying lengths, the candidates with the most votes will be elected for the longer term.
  1. Judges: The President shall appoint, subject to the approval of the Board of Directors, three (3) judges who are not members of the Board of Directors or candidates for election. Two of the judges may be employees of the Chamber, and one judge must be a member in good standing. Such judges shall have complete supervision of the election, including auditing of the ballots. They shall report the results of the election to the Board of Directors.

Section 3. Seating of New Directors: All newly elected Directors shall be seated as of January 1 of the following calendar year. Retiring Directors shall continue to serve until the end of the current calendar year.

Section 4. Notification of Membership: The conclusion of Board actions relative to Directors, President-Elect, and Officer appointments taken in the regular November Board meeting will be reported to the membership of the Chamber.

Section 5. Vacancies: The Chamber staff member designated by the Board of Directors shall bring to the attention of the President a member of the Board of Directors who shall be absent from three (3) consecutive regular meetings or one-third (1/3) of regular meetings of the Board of Directors during a calendar year. The President shall reserve the right to bring this matter to the attention of the Board for a vote to drop the member unless the member is confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.

Vacancies on the Board of Directors may be filled by appointment by the President, subject to confirmation by a majority of the Board of Directors. The term of said appointment shall be equal to the remaining portion of the term of the seat being vacated.

Section 6. Policy: The Board of Directors is responsible for establishing procedures and formulating the policy of the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as necessary.

Section 7. Management: The Board of Directors shall employ all staff and shall fix the salary and other considerations of employment.

Section 8. Indemnification: The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its staff, Directors, or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any parties, or a party, by reason of having been Directors of the Chamber, except in relation to matters as to which such Director shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for gross negligence or willful misconduct.

ARTICLE V: PRESIDENT-ELECT

Section 1. Determination: After the regular Board of Directors meeting in September, the Nominating Committee will convene to recommend a President-Elect candidate. The nomination will be submitted to the President before the regular October Board meeting. The nominee must be a current Director or Officer of the Chamber at the time of selection by Nominating Committee.

Section 2. Election: The President-Elect shall be elected at the regularly scheduled Board of Directors meeting for the month of October. If the nominee for President-Elect is not a director, such nominee, upon confirmation by the Board as President-Elect, shall automatically be considered elected to the Board, thus superseding Article IV, Section 2D. If the President-Elect is a Director, serving in a term which will expire prior to, and conditional upon, having served as President-Elect, Article IV, SECTION 3, paragraph B shall be followed regarding the immediate Past President’s service on the Board of Directors. The President-Elect shall take office in that capacity on January 1. At the regular October Board Meeting of the year following, the Directors shall vote on ratification of the President-Elect to become President for the next term beginning January 1.

Section 3. Transition for Initial Implementation of a President-Elect Position: The President shall establish the Nominating Committee, as described in Article IV, Section 2.A., to recommend a nominee within four (4) weeks following the committee’s first meeting.

The Nominating Committee shall submit its recommendation to the Board of Directors. At the next regular Board meeting, the Board shall vote to accept or reject the nominee to serve as President-Elect for the current fiscal year now in progress.

  1. If the nominee is not appointed by a majority vote of the Board, the Nominating Committee shall reconvene to select a new nominee.
  2. If the appointed new President-Elect is currently an Officer, the President may select another Director to assume the duties of that Officer position on the Executive Committee. The President will ensure a proper transition of responsibilities to the newly selected Officer.
  3. The President shall establish specific duties, or areas of Officer operations, for the President-Elect. These duties shall be communicated to the Board.

Section 4. Vacated President-Elect Position: If at any time during the year, the President-Elect position is vacated, the President shall reform a Nominating Committee for the purpose of recommending a President-Elect selection. When approved by a majority vote of the Board, the person shall take office at the next regular Board meeting to fulfill the balance of the vacated term.

ARTICLE VI: OFFICERS

Section 1. Determination of Officers: The Nominating Committee, in conjunction with the incoming President, shall meet before the October Board Meeting to develop a slate of officer recommendations for the upcoming term.

The Nominating Committee, in conjunction with the incoming President, submit nominations for the officers to the current President not less than five (5) days before the regular meeting of the Board of Directors scheduled for the month of October.

Section 2. Election: Additional nominations may be made for any office at the regular October meeting of the Board of Directors. Any Director nominated for office must accept the nomination personally or in writing. All officers must be duly elected to the Board of Directors. In the event that on the close of nominations, there is no office for which there is more than one nominee, the slate of officers shall be deemed elected. In the event of multiple nominations for one or more offices, the election shall be conducted by individual office for all contested offices. All officers shall take office on the first day of the new fiscal year and serve for a term of one year or until their successors assume the duties of the office. They shall be voting members of the Board of Directors.

Section 3. Duties of Officers:

  1. President: In the absence of a Chief Executive Officer, the President shall serve as the Chief Executive Officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors, and Executive Committee. The President shall coordinate the annual planning meeting of the Chamber.

The President shall, with the advice and counsel of the Executive Committee, establish specific duties or areas of officer operations for the President-Elect.

The President shall, with the advice and counsel of the Executive Committee, assign Vice Presidents to divisional or departmental responsibility, subject to the Board of Directors’ approval.

  1. Immediate Past President: The Immediate Past President shall perform the duties of the President in the absence or disability of the President and President-Elect. The Immediate Past President shall continue to serve on the Executive Committee for the remainder of the fiscal year. In the event the term of the Immediate Past President shall expire at the end of the Presidential term, the Immediate Past President shall continue on the Board of Directors for the period of one (1) year, and the total number of voting members of the Board shall be increased by one (1).

C: President-Elect: The President-Elect, if not already on the Executive Committee, shall automatically become a member of such committee and exercise the power and authority and perform the duties of the President in the absence or disability of the President.

  1. Vice Presidents: The duties of the Vice Presidents shall be such as their titles by general usage would indicate and such as required by law, as well as those that the President and the Board of Directors may assign. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
  2. 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 President, Treasurer, and one other Director designated by the Board of Directors shall have signature authority. Two signatures will be required for checks exceeding $1,000.00, and one signature will be necessary for checks up to $1,000.00. The Treasurer shall cause a monthly financial report to be made to the Board. The Vice President of Finance shall serve as Treasurer.
  3. Secretary: The Board shall appoint a member of the chamber staff to serve as Secretary to the Board of Directors and cause to be prepared notices, agendas, and minutes of the meetings of the Board. This staff member shall serve as an advisor to the President and the Executive Committee on program planning, and shall assemble information and data and cause to be prepared special reports as directed by the program of the Chamber, and shall perform the duties of Corporate Secretary. The Executive Director shall serve as Secretary unless or until another chamber staff is appointed by the Board.

This designated staff person shall be a non-voting member of the Board of Directors, the Executive Committee, and all the committees. With the assistance of the Vice Presidents and the Executive Committee, this person shall be responsible for the administration of the program of work in accordance with the policies and regulations of the Board of Directors.

The Finance Committee and the Treasurer shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors.

Section 4. Executive Committee: The Executive Committee shall act on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall comprise the President, the Immediate Past President, President-Elect, Vice Presidents, and the Chief Executive Officer. The President shall serve as the head of the Executive Committee. To the extent permitted by law, it shall be permissible to conduct meetings of the Executive Committee by telephonic means. To the extent that the Executive Committee must act on short notice, the Chief Executive Officer, at the request of the President, may poll the Executive Committee to authorize extraordinary actions or respond to issues of paramount concern to the Chamber. Any such vote by telephone poll shall require a two-thirds (2/3) vote of the Executive Committee to authorize such action or response.

Section 5. Board or Chamber Staff Complaint: Should a complaint regarding a Director or Staff member be brought to the attention of a Director of the Chamber of Commerce, the following procedure will be followed.

A three (3) person Investigation Committee will be convened consisting of the Immediate Past President, taking on the role of Investigation Committee Chair, the Current President, and the President-elect. Should the Immediate Past President be unavailable, the current President can and will designate a current Director (the “Designated Director”) in good standing to serve as the Investigation Committee Chair.

The Investigation Committee will interview all parties involved and determine if further steps need to be taken.

  1. Informal Steps: The Investigation Committee will conduct an informal dialog with the parties involved in an attempt to resolve the matter to the parties’ satisfaction.
  2. Formal Steps: The Investigation Committee will take the complaint to the Investigation Committee Chair, who will also hear from the parties involved, should the parties choose to present their case. The Investigation Committee Chair will decide on a course of action. Should this formal action require removal or termination from the Board of Directors, or termination of Chamber membership, the complaint will be presented in writing to the full Board of Directors. Should any formal action be taken, a two-thirds vote of the Board of Directors is required.
  3. Exceptions: If the complaint is against the current President, he or she will not sit on the Investigation Committee; the Investigation Committee Chair will appoint a current Director in the current President’s place on the Investigation Committee. If the complaint is against the Immediate Past President, the President will appoint a Director in his or her place on the Investigation Committee.

ARTICLE VII: COMMITTEES AND DIVISIONS

Section 1. Appointment and Authority: The President, by and with the approval of the Board of Directors, shall appoint all Committee Chairpersons. The President may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President 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 carry on such activities as may be delegated to them by the Board.

Section 2. Limitation of Authority: No action by any member, committee, division, employee, Director, or Officer 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 President 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.

Section 3. Testimony: Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence, whom they designate as being familiar enough with the issue to give testimony to or make presentations before civic and governmental agencies.

Section 4. Divisions: The Board of Directors may create such divisions, bureaus, departments, or councils as it deems advisable to handle the work of the Chamber.

The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, and councils.

The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, and councils, including collection and disbursement of funds.

No action or resolution of any kind shall be taken by divisions, bureaus, departments, or councils, having to bear upon or expressive of the Chamber unless approved by the Board of Directors.

ARTICLE VIII: FINANCES

Section 1. Funds: All money paid to the Chamber shall be placed in general operating accounts. Funds unused from the current year’s budget will be placed in a reserve account. The Chamber shall maintain a separate reserve account that may only be accessed in the event that the Chamber Board declares a fiscal emergency. The use of these funds must be accompanied by an operational plan for fiscal solvency.

Section 2. Disbursements: Disbursements, other than routine, reoccurring budgeted items, must be approved by the President and reported by the Treasurer to the Board of Directors.

Section 3. Fiscal Year: The fiscal year of the Chamber shall close on December 31.

Section 4. Budget: As soon as possible after the election of the new Board of Directors and Officers, the Executive Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval.

Section 5. Annual Review: The accounts of the Chamber of Commerce shall be reviewed annually as of the close of business on December 31 by a Committee of two or three persons selected by the Executive Committee, none of whom will be members of the Board of Directors of the Chamber. The results of the review shall at all times be available to members of the organization within the offices of the Chamber.

Section 6. Audit: The accounts of the Chamber of Commerce shall be audited or reviewed at least once every five (5) years by an outside, independent accounting firm or, more often, if approved by the Board of Directors or the Executive Committee.

Section 7. Bonding: The Officers and staff, as the Board of Directors may designate, shall be bonded by a sufficient fidelity bond in the amount set by the Board of Directors and paid for by the Chamber.

ARTICLE IX: DISSOLUTION

Section 1. 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 as defined in the Internal Revenue Code Section 501(c)(3).

ARTICLE X: PROCEDURE

Section 1. Parliamentary Authority: The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not consistent with the Articles of Bylaws of the Chamber.

Section 2. Amendments: These by-laws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, provided the notice of the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.

AMENDED:

Previous revisions – December 6, 1984; June 16, 1988; September 21, 1995; November 19, 1998; December 20, 2001; December 18, 2003; May 11, 2005; November 2, 2010; May 14, 2014; June 8, 2016; October 10, 2018