CHAMBER BOARD

The Bainbridge-Decatur County Chamber of Commerce is governed by a twenty-seven (27) elected member Board of Directors with up to three (3) additional appointments made by the Chair-Elect, and other representatives serving as ex-officios.  The  Executive Committee consists of four (4) elected Officers, the immediate past Chairman, and other ex-officios. 

2011 CHAMBER OF COMMERCE OFFICERS

 Chairman - Ryan Phillips

Chairman Elect - Charles Tyson

1st Vice-Chairman - Scott Ewing

2nd Vice-Chairman - Jeff Findley

Past Chairman - Matt Palmer

Secretary/Treasurer - Diane Strickland 

2011 BOARD OF DIRECTORS 

 CHAMBER OF COMMERCE STAFF

Diane Strickland, President

Kimberly Walden, Membership & Communications Director

Nadine Thomas, Administrative Assistant 

Note: The full-time staff manages the day-to-day operations for the Chamber. Visit the Staff Page to see detailed information on staff members and their duties.

         BY-LAWS              

BAINBRIDGE-DECATUR COUNTY CHAMBER OF COMMERCE, INC.

                                                                         ARTICLE I - GENERAL

 Section 1:     Name

This organization is incorporated under the law of the State of Georgia and shall be known

as the Bainbridge-Decatur County Chamber of Commerce, Inc. (the “Corporations”)

 Section 2:      Purpose

The purpose of this organization is to advance the commercial, agricultural, industrial, governmental, and civic interests of Bainbridge/Decatur County; to promote good faith, just and equitable principles in business; to acquire, preserve and distribute industrial, commercial, agricultural and civic statistics and other information of value, and to engage in and promote such projects as may be consistent with the improvement of the community.

 Section 3:      Mission Statement (revised January 2009)

The mission of the Bainbridge Decatur County Chamber of Commerce is to strengthen business, foster economic growth, and improve the quality of life for all.

Section 4:        Limitation of Methods

The Corporation 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 Board of Directors is responsible for establishing procedure and formulation policy of the organization.  These policies shall be maintained in a policy manual to be reviewed annually and revised as necessary.            

                                                                        ARTICLE II - MEMBERSHIP

Section 1:        Classes of Membership

The Corporation shall be composed of independent business people, firms, corporations, individuals and organizations.  It shall have active voting members and honorary non-voting members:

Active Membership – Independent business people and firms in good standing, interested in and dedicated to the objectives set forth in Article 1 hereof shall enjoy all the rights and privileges of the Corporation, including the right to vote and hold office therein. Active members are classified in four (4) divisions: General Business, Professional, Wholesale/Manufacturing/Industrial, and At-Large.

Honorary Membership – Any person of distinction, who has rendered a significant service to the Corporation, or the community at large, may be nominated for honorary membership, and elected at any regular meeting of the Directors by a three-fourths vote of those present.  Honorary membership shall include all the privileges of active members, except that of voting and holding office, and with exemption from the payment of the membership investment (dues).

Section 2:        Application

Application for membership shall be in writing, signed by the applicant, and must be accompanied by the prescribed investment and may also state the preference of the applicant with respect to committee assignments.

Section 3:        Investment  

The annual investment of each active member shall be fixed by the Board of Directors.  Payments should be paid on an annual basis.  However, special payment schedules can be permitted upon the approval of the President.

Section 4:        Resignations 

Each member shall be liable for all investments until their written resignation has been received by the President.

Section 5:         Delinquency

If any member shall fail to pay their investment within 90 days after the month it was due, its name shall be reported to the Board of Directors.  A member delinquent for 120 days or more shall be notified by letter that it is being dropped from the membership roster.

Section 6:        Voting by Members

Each member of the Corporation shall be entitled to one vote for each unit of membership subscribed by such member.  However, the total votes cast by members representing any one firm shall not exceed 10% of the total eligible to vote on any action of the Corporation.

Section 7:       Orientation

At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new directors, officers and directors, committee chairmen, committees and new members.  A detailed outline for orientation of each of the groups shall be a part of this organization’s procedures manual.

                                                              ARTICLE III - MEETINGS

Section 1:       Annual Meeting

The annual meeting of the Corporation shall be held during December or 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:        Meetings of Board of Directors

The Board of Directors shall meet regularly, and as provided below on call of the Chair.  They shall submit to the members at the Annual Membership Meeting a full report of the work and finances of the Corporation.  Any director, who fails to attend three(3) consecutive regular meetings of the Board, is subject to being dropped from the Board of Directors unless confined by illness or other absence approved by a majority vote of those voting at any regular Board Meeting. The vacancy thereby created shall be filled as provided herein.  Special Board meetings may be called by the Chair or by the Board of Directors upon written application of three (3) members of the Board.  Notice shall be given to each director at least (1) day prior to the meeting.  Committee meetings may be called at any time by the Chairman of the Board, the President or the committee’s Chair.

Section 3:        Meetings of Members

General or special meetings of the members of the Corporation may be called by the Chair at any time, or upon petition in writing of fifty (50) member firms in good standing.  Notice of general or special meetings (including the purpose of the meeting) shall be mailed, faxed or emailed to each member at least three (3) days prior to the meeting.

Section 4:       Quorum of Board of Directors

A majority of the members of the Board present shall be necessary to constitute a quorum for the transaction of business at any meeting.

Section 5:        Parliamentary Authority

The current edition of Robert’s Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not consistent with the Chapter or By-Laws of the Corporation.  At all meetings of the chamber membership, active membership shall be entitled to speak and vote on any questions brought before the meeting for consideration.  At the discretion of the Chair, debate may be limited.       

                                                      ARTICLE IV - BOARD OF DIRECTORS

Section 1:       Function and Composition of the Board

The governing and policy-making responsibilities of the Corporation shall be vested in the Board of Directors, which shall be responsible for its finances, property and management.

The Board of Directors shall be composed of the following:

a.  Twenty-Seven (27) Corporate/Business members, nine (9) of whom shall be elected annually to serve three (3) year terms.  A minimum of (1) member from each of the four (4) membership classifications must be represented on the Board.   (Refer to Article II: Section 1)

b.  Prior to January 1 each year, the Chair-Elect shall appoint up to three (3) additional Board members to serve during their tenure for one-year terms. One of the appointments shall be the immediate past Chair.

c.  Annually, non-voting members of the Board of Directors may be appointed as needed by the Board.

d.  The Executive Board Officers

Section 2:       Selection and Election of Officers and Directors

 a.    Nominating Committee: The Committee shall consist of seven (7) members of the Chamber.  The Chairman of the Board shall designate the Immediate Past Chairman as chairman of the committee.   The Chairman and First Vice Chairman shall be members.  The Immediate Past Chairman shall appoint himself and the four Past Chairman as members of the committee.  For nominating committee purposes only, five (5) members present will constitute a quorum. Prior to August 15^th, the Nominating Committee shall present to the President a slate of nine (9) candidates to serve three-year terms, to replace the Directors whose regular terms are expiring and shall present to the Presidents a slate of officers to serve one-year terms.  Each candidate must be an active member in good standing and must have agreed to accept the responsibilities of a directorship.  No elected board member who is completing a second three-year term is eligible for election of a third term.  A period of one (1) year must elapse before eligibility is restored.  Term limitations are not applicable to officers while serving their committed rotation on the Executive Board.

b.         Publicity of Nominations: Upon receipt of the report of the nominating Committee, the                              President shall immediately notify the membership by mail of the names of persons                                   nominated as candidates for Directors, and the right for petition.

c.         Nominations by Petition: Additional names of candidates for Officers and 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.

d.         Determination:  If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of          Directors at their regular September Board meeting.

If legal petition shall present additional candidates, the names of officer candidates shall be arranged by officer on a ballot in alphabetical order.  Instructions will be to vote for one (1) officer for each office and for nine (9) directors.  Identification shall be made on the ballot to identify those candidates, nominated by ballot to all active members at least 15 days before the regular board meeting.The ballot 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 Board meeting declare each officer candidate receiving the highest vote total and shall declare elected the nine (9) directors candidates with the greatest number of votes.

Section 3:       Seating of New Directors

All newly elected Board Members shall be observers at the regular December meeting and shall be participating members after January 1.

Section 4:       Vacancies

The Board of Directors, upon nominations from the Nominating Committee, may fill vacancies that occur during the term year on the Board of Directors, or among officers, by a majority vote..

Section 5:        Policy

The Board of Directors is responsible for establishing procedure and formulation policy of the organization.  They are also responsible for adopting all policies of the organization.  These policies shall be maintained in a Policy Manual, to be reviewed annually.

Section 6:       Management

The Board of Directors shall employ a President and shall fix the salary and other considerations of employment.

Section 7:        Indemnification

Each person who is or was a director or officer of the Corporation, and each person who is or was a director or officer of the Corporation who at the request of the Corporation is serving or has served as an officer, director, partner, joint venture or trustee of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Corporation, and entitled to advancement of expenses of litigation, to the fullest extent permitted under the Georgia Nonprofit Corporation Code against those expense (including attorneys’ fees’), judgments, fines, and amounts paid in settlement which are allowed to be paid, reimbursed or advanced by the Corporation under the Georgia Nonprofit Corporation Code and which are actually and reasonable incurred in connection with any action, suit or proceeding, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a director or officer of the Corporation or of such other enterprise.  Such indemnification shall be made only in accordance with the Georgia Nonprofit Corporation Code and subject to the conditions thereof.

As a condition to any such right of indemnification, the Corporation may require that it be permitted to participate in the defense of any such action or proceedings through legal counsel designated by the Corporation and at the expense of the Corporation.

The Corporation may purchase and maintain insurance on behalf of any such person whether or not the Corporation would have the power to indemnify such officers and directors against any liability under the Georgia Nonprofit Corporation Code.

                                                                        ARTICLE V - OFFICERS

Section 1:       Selection of Officers

At the regular December meeting of the Board of Directors, the Board and the newly elected Directors shall receive from the Nominating Committee a recommended slate of officers for the ensuing year and shall elect a Chairman, a Chairman-Elect, a First Vice-Chairman, and a Second Vice-Chairman.  All officers shall be elected from the Board of Directors for the ensuing year.  Each of said officers shall hold office for a term of one year, or until his or her successor shall be duly elected and qualified.  Any officer elected or appointed by the Board may be removed by the affirmative vote of a majority of the whole Board at any regular or special meeting.

Section 2:       Powers of the Chairman

(a)  The Chairman shall be the chief executive officer of the corporation.  He/she shall preside at all meetings of the members and Directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board are carried into effect.

(b)  He/she shall execute bonds, mortgages, and other contracts requiring a seal, but all such contracts shall also be attested by the Secretary. 

(c)  He/she shall perform all such other duties as the Board may direct, and as many as may be incident to the office.

Section 3:       Powers of the Chairman-Elect

The Chairman-Elect shall serve on and assist with the appointment of the Chair of the Existing Industries Committee, the Governmental Affairs Committee and the Agriculture Committee.  In the absence of the Chairman, or in case of his/her failure to act, the Chairman-Elect shall preside at meetings of the Board and shall have all power of the Chairman and shall perform such duties as shall from time to time be imposed upon him/her by the Board of Directors.

Section 4:       Powers of the First Vice-Chairman

The First Vice-Chairman shall serve on and assist with the appointment of the Chair of the Membership Committee, Education Committee, and Communications Committee.

Section 5:       Powers of the Second Vice-Chairman

The Second Vice-Chairman shall serve on and assist with the appointment of the Chair of the Tourism Committee, the Retail Committee, and the House & Grounds Committee and shall perform such other duties as shall from time to time be imposed upon him/her by the Board of Directors.

Section 6:       Powers of the Secretary/Treasurer

The President of the corporation shall serve as corporate Secretary and Treasurer.  As Secretary, he/she shall attend and keep the minutes of all meetings of the Board of Directors and the membership.  He/she shall have charge of the records and seal of the corporation, and shall in general perform all of the duties incident to the Office of the Secretary of a corporation, subject at all times to the direction and control of the Board of Directors.

As Treasurer, the President shall, in consort with the Executive Committee, coordinate and submit the budget for the New Year by the end of November.  The President shall supervise and cause to be kept, full and accurate account of receipts and disbursements of the funds belonging to the corporation, and shall supervise and cause to be deposited all moneys and other valuable properties and effects in the name of and to the credit of the corporation in such depository or depositories as may be designated by the Board of Directors.  He/she shall supervise the disbursal of the funds of the corporation as may be ordered by the Board, and shall render or cause to be rendered to the Board of Directors whenever they may require, an account of all such transactions and of the financial condition of the corporation; and at the annual meeting of the membership a like report for the preceding year.  The treasurer shall perform such other duties as shall be assigned to him/her by the Board of Directors of the corporation.  He/she may be required to give the corporation a bond in such amount and with such surety or sureties as the Board of Directors may require for the faithful performance of the duties of his/her office, and the restoration to the corporation in the case of his death, resignation, or removal from office, of all books, papers, money, and other property of whatever kind in his/her possession and control belonging to the corporation.

Section 7:       Powers of the President

By a majority vote the Board of Directors shall from time to time, as the occasion warrants, employ a person as President of the corporation.  When so employed, the President shall continue as such until discharged by the Board of Directors, and his/her salary shall be fixed by the Board of Directors.  He/she shall have full power and authority to manage and conduct all of the daily operations and affairs of the corporation, and shall have full authority to bind the corporation in so doing, subject to the direction of the Chairman or Board of Directors.  He/she shall give the corporation a bond in such amount and wish such surety or sureties as the Board of Directors may require for the faithful performance of the duties of his/her office, and to ensure restoration to the corporation, subject at all times to the direction and control of the Board of Directors.  The President shall serve as the Secretary/Treasurer of the Corporation.

Section 8:       Executive Committee

The Executive Committee shall consist of the corporate officers, the immediate past Chairman, the IDA Chairman, one representative designated by the Mayor of the City of Bainbridge, one representative designated by the Chairman of the Decatur County Board of Commissioners and one representative designated by the Chairman of the Chamber, and shall act in committee form to discharge any authority conferred upon the Executive by these by-laws and subject to the direction and override of the Board of Directors.  The Executive Committee shall be responsible for carrying out the program of work adopted by the Board of Directors, and shall assign to studying committee, specific tasks as may be necessary for the success of the program of work.  The standing committees shall be responsible to the Executive Committee for such assigned tasks.

                               ARTICLE VI - COMMITTEES/COUNCILS

 Section 1:        Appointment and Authority

The Elected Officers, by and with the approval of the Board of Directors, shall establish all committees and task forces deemed necessary to carry out the program of the Corporation and appoint a Chair for each.  Committee appointments shall be at the will and pleasure of the Chair, unless otherwise 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.  The Chair and the President will be members of all committees.

Section 2:        Limitation of Authority

No action by any member, committee, department, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the Corporation until it shall have been approved or ratified by the Board of Directors.  Committees or task forces may be discontinued by the Board of Directors when their work had been completed and their reports accepted, or when, in the opinion of the Board of Directors, the program of the Corporation does not require continuation of a standing committee.

Section 3:       Committees

The Chamber Committee’s may include but are not limited to the following:  Existing Industries, Governmental Affairs, Agriculture, Membership, Education, Tourism, Retail, Communications, Building and Grounds, and the Decatur County Fall Festival and Fair.

Section 4:       Committee Members

The Chair of each committee shall appoint from the membership such members as he shall deem necessary to carry out the functions of the respective committee and such members shall be expected to pursue diligently the activities of the committee.

Section 5:       Reports

Each committee shall report to the Executive Board its activities as directed by the Chairman or the Board of Directors on a monthly basis.  Such report shall be made by the Executive officer responsible for said committee.

Section 6:       Authority of Committee

Unless otherwise expressly provided by the Charter or in these by-laws, the act of a committee shall not be binding upon the corporation until and unless expressly approved, adopted, or ratified by the Board of Directors; or unless done pursuant to directive of the Board of Directors.

                                                                        ARTICLE VII - FINANCES

Section 1:       Funds

The money paid to the Chamber shall be placed in a general operating fund.  Funds unused from the current year’s budget will be placed in a reserve account.  Chamber accounts shall be rotated annually among the full-service banks operating in Bainbridge/Decatur County.

Section 2:       Disbursements

Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors.  Disbursement shall be by check.

Section 3:       Fiscal Year

The fiscal year of the Chamber shall close on December 31.

Section 4:       Budget

As soon as possible, after election of the new Board of Directors and Officer, the Executive Committee shall approve a budget of estimated expenses for the coming year and submit it to the Board of Directors for approval.

Section 5:       Annual Audit

The accounts of the Chamber of Commerce shall be reviewed annually and may be audited at the discretion of the Board by a certified public accountant.  The review or audit shall at all times be available to members of the organization within the offices of the Chamber.

Section 6:       Bonding

The President and such other officers and staff as the Board may designate shall be bonded by a sufficient fidelity bond on an amount set by the Board and paid for by the Chamber.

                                                                       ARTICLE VIII - DISSOLUTION

Section 1:       Procedure

The chamber shall use its funds only to accomplish the objectives and purposes specified in the by-laws, and no part of said funds shall inure, or be distributed, to the members of the Chamber.  On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

                                                                         ARTICLE IX - AMENDMENTS

Section 1:       Revisions

These By-Laws may be amended or altered by a two-thirds vote of the Board and by a majority of the members present at any regular or special meeting, provided the notice for the meeting includes the proposals for amendments.  Any proposed amendments or alterations shall be submitted to the Board of the Directors in writing, at least ten (10) days before the meeting at which time they are to be acted upon.

Revised/Amended -  3/23/05

Revised Mission – 01/2009