ARTICLE I – NAME

SECTION 1.  Name.  The name of this corporation shall be the Toccoa Chamber of Commerce, Inc. (hereinafter referred to as the “Chamber”).  The Chamber is authorized to do business under the trade name of Toccoa-Stephens County Chamber of Commerce.

ARTICLE II – PURPOSES

SECTION 1.  Purpose.  The Chamber is organized and shall be operated for the purpose of advancing the commercial, civic, industrial and general interests of the City of Toccoa, Georgia, and Stephens County, Georgia.

SECTION 2.  Limitation of Methods.  The affairs of the Chamber shall be conducted in such a manner so as to assure the Chamber’s status as a non-profit corporation under the Georgia Non-profit Corporation Code (the “Code”).

ARTICLE III – MEMBERSHIP

SECTION 1.  Classification of Membership.  The Chamber shall be composed of regular members, honorary members and special members.  In addition, each member shall be categorized as a member of one of the following five sectors: retail, manufacturing, service/professional, senior and promotion/ tourism.

SECTION 2.  Eligibility.  Any reputable person, association, corporation, partnership or entity interested in the commercial, industrial and civic progress of Toccoa and Stephens County shall be eligible for regular membership.  Regular members shall enjoy all the rights and privileges of membership in the Chamber, including the right to vote.  Any person who has rendered a signal service to the Chamber or the Toccoa-Stephens County community at large may be nominated by the Board of Directors for honorary membership, and admitted as an honorary member at any member meeting of the chamber by a three-fourths vote of the members present. 

Honorary members are exempt from paying any dues and may exercise all the privileges of regular membership, including voting privileges, with the exception of holding office.  Any person may be nominated by the Board of Directors for special membership and admitted as a special member at any member meeting of the Chamber by a three-fourths vote of the members present.  The Board of Directors shall determine the dues and/or fees and privileges of special members on a case-by-case basis from time to time.

ARTICLE IV – MEMBERSHIP DUES

SECTION 1.  Dues.  The Board of Directors shall determine the annual dues for all members.  All dues shall be payable annually, semi-annually or by bank draft monthly.  Any corporation, firm, partnership or other entity that makes a contribution for the benefit of the Chamber, equal to or greater than three annual dues memberships, may admit up to three (3) persons who serve in an executive capacity with such entity as regular members of the Chamber.

SECTION 2.  Resignations.  Each member shall be liable for annual dues until the Board of Directors has received his/her written resignation

SECTION 3.  Delinquency.  If any member shall fail to pay his/her dues within three (3) months after the due date, the Chamber will notify such member in writing of such delinquency.  If at the end of ten (10) days after receipt of such notice the member still remains delinquent, the Board may cancel his/her membership.

SECTION 4.  Voting.  No member whose dues are delinquent shall be entitled to vote in the election of Board of Directors or at any meeting of the members of the Chamber.  Upon payment of the delinquent dues, such member’s voting privileges shall be automatically reinstated.

ARTICLE V – BOARD OF DIRECTORS

SECTION 1.  Authority and Responsibility.  A Board of Directors shall manage the business and affairs of the Chamber.  The Board of Directors may adopt such rules and regulations for the conduct of its business as it deems advisable, and may, in the execution of its powers, delegate certain of its authority and responsibility to, or seek advice from, one or more committees as provided in Article VIII.

SECTION 2.  Number.  The number of Directors shall be up to 28 with three elected for each sector and nine being at-large members.  One third of the directors from each sector and one third of those at-large directors shall be elected each year.  Additionally, officers who are not otherwise elected directors shall serve as directors for the term of their office.  At the discretion of the Board of Directors, individuals may be invited to serve as ex-officio (non-voting) members of the Board of Directors.  In addition, the immediate Past Chair shall serve on the Board of Directors and the Executive Committee.

SECTION 3.  Terms.  All Directors shall serve for terms of three (3) years and until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement or disqualification.  Vacancies that may occur shall be filled by the Chair appointing a candidate and then receiving approval from the Board of Directors. No regularly elected member of the Board of Directors may serve more than two (2) consecutive three-year terms as a member of the Board.  After the lapse of one (1) year from the end of such Director’s second term, however, such Director may again be eligible for election to the Board of Directors. The Executive Committee (Chair, Vice Chair, Treasurer and Past Chair) terms shall be adjusted annually to reflect the required years of service.

SECTION 4.  Meetings.  Meetings of the Board of Directors may be held at any place within or outside of the State of Georgia as set forth in the notice calling such meeting, or if no place is so specified, then at the principal office of the Chamber.

(A) Regular Meetings.  The Board of Directors shall have regular

monthly meetings, or at such other intervals as the Executive Committee so establishes.

(B) Annual Meetings.  The Board of Directors shall submit in writing at

the Annual Meeting a full report of the work and finances of the Chamber.

(C) Special Meetings.  Special meetings of the Board of Directors may

be called by the Chairman of the Board of Directors or any two (2) Directors in office at that time.  Unless waived as contemplated in subsection (D) below, notice of the date, time, place and purpose of any special meeting of the Board of Directors shall be given by the President at least two (2) days in advance of such meeting.

(D) Waiver.  A Director may waive any notice before or after the date and

time stated in the notice.  A Director’s attendance at, or participation in a meeting waives any required notice to that Director of the meeting unless at the beginning of the meeting the Director objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

(E) Quorum.  Unless otherwise specified herein, at all meetings of the

Board of Directors, one/half of the Directors then in office shall be necessary to constitute a quorum for the transaction of business.

(F) Vote Required for Action.  Except as otherwise provided in these

bylaws, the act of the majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.

(G) Action by Directors Without a Meeting.  Any action required or

permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors then in office.  Such consent shall have the same force and effect as a affirmative majority vote at a meeting duly called.

(H) Absenteeism.  Any Director who misses three (3) consecutive meetings, except where such absence was approved by the Board of Directors prior to the meeting, may be dismissed as a member of the Board of Directors by a two-thirds vote of all of the Directors then in office.  The remaining Directors will

appoint a successor to fill the unexpired term of the dismissed Director and the dismissed Director will be notified of the successor.  

ARTICLE VI – ELECTION OF BOARD OF DIRECTORS

SECTION 1.  Elections.  The election of the Board of Directors shall be held at the annual meeting.  The Board of Directors shall consist of up to 28 Directors.  Nine (9) of the directors shall be “At-Large” Directors and shall be elected by the membership at large in accordance with the election procedure described below.  The remaining fifteen directors (Sector Directors) shall be elected by the five (5) Sectors of the Chamber, with each Sector electing a maximum of three (3) directors with the election procedure set forth below.  Plus, the Chair, Vice-Chair, Treasurer and Past Chair shall serve on the Board of Directors during their term as officers whether they are current directors or not.  In the event of a tie vote for the last Director position to be filled, a run-off election shall be held in accordance with Section 3(D) below.

SECTION 2.  Sector Directors.  The election of Sector Directors shall be held at the same time as the At-Large Director election.  The Sector Directors shall be elected for staggered terms of three (3) years each.  Each member Sector shall nominate three (3) directors from its membership.  Newly designated sectors shall nominate one (1) director each year until a maximum of three (3) directors are in place.  Each member of the Sector shall be entitled to cast one vote for each director position to be filled.  The candidates with the most votes shall be elected as Sector Director.  In the event of a tie vote for the last director position to be filled, a run-off shall be held in accordance with Section 3(D) below.

SECTION 3.  At-Large Directors.  The entire membership of the Chamber shall elect nine (9) directors from the membership at large.  No Sector Director shall simultaneously be allowed to serve as an At-Large Director.  At-Large Directors shall be elected in the following manner:

(A) Nominating.  The membership shall act as a nominating committee for the election of At-Large Directors.  Each member of the Chamber will be sent a post card prior to the annual meeting on which such member will nominate three (3) at-large members by placing their names on the post card and returning the card to the Chamber.  Any member who wishes to nominate a member to serve as a director must secure that member’s agreement to serve prior to submitting the nomination.

(B)  Official Ticket.  The three (3) members receiving the highest number of votes shall become the nominees for the three (3) At-Large Director positions.  

(C) Voting.  Voting shall occur at the annual meeting of the members.  Each member shall have one (1) vote.  Should there be no unofficial ticket put forth at the annual meeting, the nominees shall be elected by acclamation.  

(D) Result.  The three (3) candidates receiving the highest number of votes cast by the membership shall be declared At-Large Directors for a three (3) year term.  The three elected shall join the six At-Large Directors who continue to serve unexpired terms.  

(E) Tie.  In the election of Directors, should a tie vote occur with respect

to the last Director position to be filled, there shall be a run-off.  In the run-off each member shall be entitled to only one (1) vote.  The candidate with the most votes shall fill the last Director nominee position.

(F) Unofficial Ticket.  Twenty-five percent (25%) of the total membership

of the Chamber may nominate a different ticket or tickets by posting the same over their signatures not later than three days prior to the annual election.

SECTION 4.  Judges.  The President shall appoint a committee of three

(3) judges, who are not members of the Board of Directors or candidates for election as such, to supervise the election and such committee shall serve until the results have been ascertained.

ARTICLE VII  -  OFFICERS

SECTION 1.  Number and Qualifications.  The officers of the Chamber shall consist of a Chairman of the Board, a President, a Vice-Chairman and a Treasurer.  The Board of Directors may from time to time create and establish the duties of such other officers or assistant officers as it deems necessary for the efficient management of the Chamber.  The Chamber shall not be required to have at any time any officers other than those listed above.

SECTION 2.  Election and Term.  Simultaneous with the election of the Board of Directors, the Executive Committee shall nominate the following officers: Chairman, Vice-Chairman and Treasurer.  The officers shall be elected at a meeting of the Board of Directors prior to the annual meeting.  Further nominations may be accepted from the members of the Board of Directors. Elected individuals shall take office at the annual meeting.  The Board of Directors shall also engage a President of the Chamber, who shall be an ex-officio (non-voting) member of the Board Directors.  All officers, excluding the President, shall serve for terms of one (1) year and until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement or disqualification.  The President shall serve at the pleasure of the Board of Directors. 

SECTION 3.  Chairman of the Board of Directors.  The Chairman shall preside at all meetings of the members of the Chamber and Board of Directors.  The Chairman shall perform all duties incident to this office and advise such action as may be deemed likely to increase the usefulness of the Chamber.

SECTION 4.  Vice-Chairman.  The Vice-Chairman shall act in the absence of the Chairman of the Board.  Duties also include overseeing programs offered by the Chamber during the term as Vice-Chairman.

SECTION 5.  Treasurer.  It shall be the duty of the Treasurer to see that all monies of the Chamber are deposited in its name.  The Treasurer may disburse the funds of the Chamber with a counter-signature on each check.  The Treasurer shall also serve at the completion of the term as Chairperson of the Auditing Committee to be appointed by the Board of Directors or may direct that a certified or outside audit be conducted.

SECTION 6.  President.  The President shall be the Chief Administrative Officer of the Chamber and shall be an ex-officio member of the Executive Committee, the Board of Directors and all committees.  It shall be the duty of the President to perform all duties incident to the office of Secretary including, without limitation, conducting the official correspondence, preserving all books, documents and communications, keeping books of accounts, and maintaining an accurate record of the proceedings of the Chamber, the Executive Committee, the Board of Directors and all committees.  The President shall submit a financial statement and written report of the year’s work at the close of each fiscal year.  The President shall have general supervision over all employees of the Chamber and shall perform such duties as may be incident to the office, subject to the direction of the Board of Directors.  At the expiration of the term of office, the President shall deliver all books, papers and property of the Chamber.  The President and assistants who handle funds shall be bonded in the amounts approved by the Board and the fee or fees for said bonds shall be paid by the Chamber.

SECTION 7.  Absence or Disability.  In the absence or disability of the officers named, a member of the Board of Directors shall be chosen to act temporarily in the capacity of the vacant office.

SECTION 8.  Removal and Vacancies.  The Board of Directors may remove any officer or agent elected or appointed by the Board of Directors from office at any time, with or without cause.  A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Directors.

ARTICLE VIII  -  COMMITTEES

SECTION 1.  Appointments.  The Chamber shall maintain the following standing committees: Executive Committee, Audit Committee and Budget Committee.  The Chairman shall appoint members to all committees, subject to confirmation by the Board of Directors.  The Chairman may also create other committees as may from time to time be deemed necessary.  Each member of a committee shall serve at the pleasure of the Board of Directors.

SECTION 2.  Executive Committee.  It shall be the duty of the Executive Committee to act for and on behalf of the Board of Directors when the Board of Directors is not in session, but in all instances, the Executive committee shall be accountable to the Board of Director for all of its actions.  The committee shall be composed of the Chairman of the Board of Directors, the President, the Vice-Chairman, the Treasurer, the past Chairman of the Board of Directors and the Chairman of the Industrial Development Authority.  The President of the Chamber will serve as an ex-officio member of the committee.  The Chairman of the Board of Directors shall serve as chairperson of the Executive Committee.    Three (3) members of this committee shall constitute a quorum for the transaction of committee business.

SECTION 3.  Audit Committee.  The Chairman shall nominate an auditing committee at a meeting of the chamber prior to the annual meeting.  The Chamber may approve or change the personnel on this committee.  It shall be the duty of the auditing committee to examine and audit the books and accounts of the Treasurer at the close of the year’s business and report its findings to the Board Directors and to the Chamber at its annual meeting.  It may otherwise direct that a certified or outside audit be conducted.

SECTION 4.  Budget Committee.  Prior to each fiscal year the Chairman shall appoint a Budget Committee.  This committee shall prepare a budget of anticipated revenues and expenses that shall be submitted to the Board of Directors for their approval.

SECTION 5.  Other Committees.  The Chairman of the Board may appoint such other committees or task forces from the Board or otherwise as may be deemed appropriate from time to time to investigate, study or report on such matters as may be needed.  Such committees and task forces shall have no authority to bind the corporation and shall be subject at all times to the authority of the Board.

SECTION 6.  Authority of Committees.  It shall be the function of committees to investigate and make recommendations.  They shall report in writing to the Board of Directors.  No standing or special committee shall represent the Chamber in advocacy of or opposition to any project without the specific confirmation of the Board of Directors, or such confirmation as may be clearly granted under general powers delegated by the Board of Directors to that committee.

SECTION 7.  Committee Meetings.  Meetings of committees may be called at any time by the Chairman or by the Chairperson of such committee.  Unless otherwise provided in these bylaws or in a resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.

ARTICLE IX  -  MEMBER MEETINGS

SECTION 1.  Time of Meeting.  The Board of Directors may provide for regular meetings of the members of the Chamber, and special meetings may be ordered by at least 25% of the membership of the Chamber, by the Board of Directors or called by the Chairman.

SECTION 2.  Notice.  Each member of the Chamber shall be given written notice of the time and place of every Annual Meeting and of all special meetings.  The notice may also set forth a synopsis of the business to be conducted at such meeting.

SECTION 3.  Annual Meeting.  The annual meeting of the members of the Chamber shall be held prior to the beginning of each fiscal year of the Chamber on a date designated by the Board of Directors.

SECTION 4.  Quorum.  Members present shall constitute a quorum for the transaction of business at any Annual or special meeting of the members of the Chamber.

SECTION 5.  Vote Required for Action.  Each member shall receive one (1) vote.  Except as otherwise provided in these bylaws, the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Board of Directors.

ARTICLE X  -  DISBURSEMENTS

   No disbursements of the funds of the Chamber shall be made unless the same shall have been approved and ordered by the Executive Committee or Board of Directors.  All disbursements shall be made by check.  Checks shall be signed by the President and countersigned by the Treasurer, or in his/her absence, the Chairman or Vice-Chairman.

No appropriations of money or other property of the Chamber shall be made for any purpose other than to defray the legitimate expenses, except by the unanimous vote of the directors present at a meeting of the board of Directors, or a four-fifths majority vote of those present at a meeting of the members of the Chamber at which a quorum is present.

ARTICLE XI  -  SEAL

The Chamber of Commerce shall have a seal of such design as the Board of Directors may adopt.

ARTICLE XII  -  PARLIAMENTARY RULES

The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts Manual of Parliamentary Rules.

ARTICLE XIII  -  AMENDMENTS

These Bylaws may be amended or altered by a majority vote of those present at a regular or special Director’s meeting, provided notice of the proposed change shall have been mailed by the President to each Director not less than ten (10) days prior to such meeting and provided three-fourths of the Directors at said meeting are present.

ARTICLE XIV  -  FISCAL YEAR

The fiscal year of the Chamber shall begin on July 1 of each year or at such other time as may be fixed by the Board of Directors.

ARTICLE XV  -  DISTRIBUTION OF ASSETS UPON DISSOLUTION

The Chamber shall not be operated for pecuniary gain or profit and shall have no corporate stock.  In the event of the liquidation or dissolution of the Chamber, whether voluntary or involuntary, no member shall be entitled to a distribution or division of its remaining property or its proceeds.  The balance of all money and other property received by the Chamber from any source after the payment of all debts and obligations of the Chamber shall be paid over to a confirmed charitable association or other governmental organization selected by the Board of Directors of the Chamber.

ARTICLE XVI  -  INDEMNIFICATION AND INSURANCE

SECTION 1.  Indemnification.  In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Chamber against expenses, including attorney’s fees (and in the case of actions other than those by or in the right of the Chamber judgments, fines and amounts paid in settlement), reasonably incurred by such person in connection with such action, suit or proceeding by reason of the fact that such person is or was a Director,  officer, employee or agent of the Chamber, or is or was serving at the request of the Chamber as a Director, officer, employee, trustee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, then, unless such indemnification is ordered by court, the Chamber shall determined, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in the Georgia Nonprofit Corporation Code.  To the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.

SECTION 2.  Indemnification Not Exclusive of Other Rights.  The indemnification provided in Section 1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of disinterested Directors, or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 3.  Insurance.  To the extent permitted by Georgia law, the Chamber may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Chamber, or is or was serving at the request of the Chamber as a Director, officer, employee, trustee or agent of another corporation, domestic or foreign, non- profit or for profit, partnership, joint venture, trust or other enterprise.