La Quinta Chamber of Commerce

SECTION 1. OBJECT. The object of the La Quinta Chamber of Commerce is to promote, encourage and represent the business community of La Quinta and vicinity.

SECTION 2. LIMITATION OF METHODS. This Chamber and its activities shall be non-partisan and non-sectarian. It shall take no part in, nor lend its support to, the election or the appointment of any candidate for state, county, city or Federal office.

SECTION 3. ISSUES. This Chamber will upon occasion support State and Federal issues for the well-being of the Chamber Membership.

ARTICLE III - OWNERSHIP AND BENEFITS

This Chamber is organized and shall be operated on a non-stockholder, non-profit basis having investors in lieu of stockholders. No part of this Chamber's assets shall ever be paid to or for the benefit of investors or individuals as such. In the event of dissolution, all net assets of the Chamber shall be distributed to such non-profit, tax-exempt organizations in La Quinta, as the Board of Directors shall determine.

ARTICLE IV – MEMBERSHIP

SECTION 1: BUSINESS/PROFESSIONAL MEMBERSHIP. Any reputable business firm, corporation, professional practitioner, or organization, which embraces the objective of the Chamber and agrees to support said Chamber should be eligible for membership. Each business member shall be invited in writing to designate an individual to represent it in activities of the Chamber with voting privileges. Such designation shall not be obligatory.

SECTION 2: ASSOCIATE/INDIVIDUAL MEMBERSHIP. All persons who embrace the objectives of the Chamber and agrees to support the Chamber shall be eligible for membership with voting rights.

SECTION 3: CLUBS/ORGANIZATIONS. Non-profit organizations; clubs, foundations, Associations, and other corporations described as non-profit 501C and 502 in IRS code.

SECTION 4: OTHER MEMBERSHIPS.

Honorary Lifetime Membership (individuals only). Honorary non-voting membership without dues, but with full membership privileges, may be conferred by resolution of the Board of Directors and a two-third (2/3) vote of the Board.
Public Official Honorary Membership. Honorary non-voting membership without dues, but with full membership privileges, may be conferred by resolution of the Board of Directors and a two-third (2/3) vote of the Board.

SECTION 5:The Board of Directors may create other membership categories as needed and establish requirements or admission to those categories it creates.

SECTION 6: MEMBERSHIP APPROVAL. All new membership applications must be approved at a meeting of the Board of Directors. A majority vote shall be necessary to approve.

SECTION 7: MEMBERSHIP DUES. Each year the Board of Directors will review the dues structure, at which time the level and amount of dues will be determined.

SECTION 8: DELINQUENCY. No person who has been a member for one year or longer shall be entitled to a vote or receive other privileges of membership until dues of the preceding year or years have been fully paid. New members must pay membership dues in advance before being approved for membership.

SECTION 9:REVOCATION OF MEMBERSHIP. The Board of Directors, in closed session, shall have the summary power by a two-third (2/3) vote of the Board members, to suspend or expel and terminate the membership of any member, upon a determination that the member has engaged in conduct materially and seriously prejudicial to the interest or purposes of the corporation, or has failed to honor his/her New Member Pledge. Such action may be taken at any meeting of the Board upon initiation of any member(s) of such Board, provided that written notice of the intended action shall be given to the member subject to the expulsion; and to all directors not less than five (5) days prior to the meeting. The member shall be given an opportunity to be heard, either orally or in writing, at the meeting. The decision of the Board shall be final.

Any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be pro-rated to return only the un-accrued balance remaining for the period of the dues payment.

Prior to revoking the membership of a person or business, the La Quinta Chamber of Commerce shall conduct a fact-finding procedure that shall include at least the following:

The Chairman shall appoint a fact-finding committee of three members of the Board of Directors. The committee shall investigate the complaint or complaints made against the member by interviewing the accused member, any witnesses who may be relevant, and by reviewing any written documents that may be relevant to the investigation.
Before any vote on expulsion is taken, the committee shall prepare and present to the Board of Directors a written report with its recommendation as to action. As stated in the Bylaws, the accused member shall have a right to be present during the Board’s deliberation and vote and shall have a right to present his or her position.

SECTION 10:RESIGNATIONS. Any member may resign from the Chamber, or from any office therein, by submitting his resignation in writing to the Board of Directors. However, in the event of his resignation from the Chamber he shall be liable for dues until his resignation has been received by the Board.

SECTION 11:REVOCATION OF RIGHTS AND PRIVILEGES. All rights and privileges of a member in the corporation and in its property shall cease on the termination of the membership. Termination shall not relieve the member from any obligation for charges incurred, services, or benefits actually rendered, dues or fees arising from contract or otherwise. The corporation shall retain the right to enforce any such obligation or obtain damages for its breach.

ARTICLE V - MEETINGS OF THE MEMBERSHIP

SECTION 1: ANNUAL MEETING. The annual meeting of the Chamber shall be held during the month of June at the Installation of Officers or other function of the Chamber. Each member shall be notified by the C.E.O. in writing, at least thirty days in advance of the scheduled date, time and place of this meeting.

SECTION 2: SPECIAL CHAMBER MEMBERSHIP MEETINGS. Other meetings of the Chamber, as may be deemed desirable or necessary, may be held from time to time, and may be called by the Chairman of the Board or by a quorum of the Chamber membership. Notice of special meetings shall be sent via email, website, mail, or inclusion in the GEM Newsletter, at least 72 hours in advance of the scheduled meeting. On July 1st, the Chair may appoint committee chairs and fill vacancies, as he/she deems necessary.

SECTION 3: QUORUM. 51% of members in good standing shall constitute a quorum for the transaction of business at any regular or special meeting of the Chamber membership.

ARTICLE VI - ELECTION OF DIRECTORS

SECTION 1. ELECTIONS. The election of directors shall be held prior to the annual meeting of the Chamber each year.

SECTION 2. NOMINATING COMMITTEE. In March, the Chair shall, with the approval of the Board of Directors, appoint a five (5) member nominating committee consisting of two (2) continuing Board members and three (3) non-board members who are Chamber members in good standing. The Nominating Committee shall be ineligible for nomination.

SECTION 3. In March, the general membership shall receive a written announcement that the nomination process has started for the Board positions. Thirty days shall be allowed for the submission of nominations as follows: (a) Submission of a name and with background information to the Nominating Committee for consideration; or (b) A write-in candidate may submit a qualified name with twenty-five (25) member endorsements for inclusion on the ballot. After the closing period for the nominations, the vote shall be taken and the majority of those votes received shall determine the candidates’ election.

SECTION 4. BALLOT. The Nominating Committee shall prepare and submit a slate of candidates for Board review at their April Board meeting. Following the April Board meeting and prior to May 1st, the C.E.O. shall mail to all Chamber member representatives in good standing a ballot listing in alphabetical order, all nominees including their business affiliation and indication of incumbency. Also to be mailed is a pre-addressed return envelope with the word “Ballot” marked on the outside of the envelope and notification that ballots must be returned prior to May 15th.

SECTION 5. COUNTING OF THE BALLOTS. The Chairman of the Board shall appoint a committee of three (3) Chamber members who are not candidates for election to the Board to supervise the opening and counting of ballots, and to ascertain the results.

SECTION 6. RESULT. The candidates receiving the highest number of votes from the general membership shall be declared elected. A plurality of the ballots received shall constitute an election.

SECTION 7.TIE. Should a tie vote occur, the Executive Committee shall convene to determine the candidate to be appointed. If an Executive Committee member is part of the tie vote, that member is ineligible to participate in determining the candidate to be appointed.

SECTION 8. PROXIES. Voting by proxy shall not be allowed at any election, or on any matter brought before the Chamber for consideration or action.

SECTION 9. SEATING OF NEW DIRECTORS. All newly elected and appointed Board Members shall be seated at the regular June Board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of June.

ARTICLE Vll - BOARD OF DIRECTORS

SECTION 1. BOARD OF DIRECTORS. The government of the Chamber, the direction of its work and the control of its property shall be vested in the Board of Directors and its officers. The Board of Directors shall consist of no more than eighteen (18) members and no less than thirteen (13) members who may serve two (2) consecutive three (3) year terms. After the completion of two terms, a Director cannot be returned for nomination until after the lapse of one year.

SECTION 2: ELECTION OF OFFICERS. After the election, the Directors shall meet and elect by majority vote the Executive Committee from the Board of Directors to the following offices for a one-year term. The outgoing Chairman of the Board shall preside over such meeting. The Chair shall appoint an Officer’s Slate Nominating Committee consisting of the current Chairman and two previous Chairmen of the Chamber. This committee will present a slate of (4) four board members to serve on the Executive Committee, along with the previously selected Chairman and the Past Chairman for a total of six (6) Executive Committee members. A silent majority vote by the Board of Directors will approve the new slate of officers. This slate will provide a Chair-Elect who will automatically become Chair at the beginning of the next fiscal year. If the Chair-Elect is unable to serve his/her full term, the Officers Slate Nominating Committee shall re-convene and present an appointment for the Chair-Elect position. The appointment will be approved by a silent majority vote of the Board of Directors.

The Officer’s Slate Committee comprised of three (3) Past Chairs, submits a slate. The Executive Committee receives and approves the slate for submission to all Board members. A Board member may submit another Board member name, with a second level to support it, for each individual position.

These new nominees are written on the slate and the silent vote is cast. If multiple nominations are presented for an individual role, a runoff may be required to obtain a majority vote.

The current Chair and two Past Chairs receive input from the Board and exercise their judgment in order to present a slate of leadership to be agreed upon by the full Board and which they believe possess the knowledge and ability to manage the Chamber during the upcoming fiscal year.

The slate is as follows:
            Chairman of the Board – predetermined
            Chair-Elect
            1st Vice Chair
            Secretary
            Treasurer
            Immediate Past Chair – predetermined
The Executive Committee may employ a Chief Executive Officer and fix his/her compensation package. The Executive Committee shall have general supervision over the Chief Executive Officer and monitor said work.

SECTION 3. MEETINGS OF THE BOARD OF DIRECTORS. The Board of Directors shall meet once each month. In addition to the monthly meetings of the Board of Directors, a meeting may be called at any time by the Chairman of the Board or by four members of the Board. Notice of any meeting shall be given to all members available at least twenty-four (24) hours before the called meeting by word of mouth, in writing, by email or by telephone.

At the discretion of the Board of Directors, the regular schedule may be amended by a majority vote of the Board of Directors.

SECTION 4. DIRECTORS MEETING QUORUM. A simple majority of the Board of Directors shall constitute a quorum.

SECTION 5. VACANCIES. A member of the Board of Directors who is absent from three (3) consecutive, or a total of five (5) regular Board meetings during any fiscal year, shall automatically be dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. The Chairman of the Board, with the consent of the Board of Directors, shall fill all Vacancies on the Board of Directors or among the officers.
SECTION 6.INDEMNIFICATION. The La Quinta Chamber of Commerce agrees to indemnify each member of the Board of Directors for any litigation or other legal proceeding commenced against the Board member by reason of his or her membership on the Board of Directors whether or not the person to be indemnified remains a member of the Board at the time of the litigation. Such indemnification shall include payment for any damages awarded, attorneys’ fees, costs, or any other monies payable. This indemnification shall not be applicable should it be proven that the Board member was engaged in fraudulent or dishonest conduct to the detriment of the Board or the La Quinta Chamber of Commerce.

The Chamber will obtain and maintain Directors’ and Officers’ Liability Insurance insuring the members of the Board for any liability incurred by reason of the Board members’ activities in connection with the activities of the Chamber or activities of its Board of Directors. It is the policy that such insurance shall be maintained at all times and the Board of Directors shall review each renewal of such insurance to determine that it is within the financial capacity of the chamber to provide such coverage; the Board may reject renewal if it determines that this would in the best interests of the Chamber. Despite the Board’s rejection of renewal of Directors’ and Officers’ Liability Insurance, the Chamber shall continue to indemnify each member of the Board of Directors as provided in the paragraph above.

ARTICLE VIII – OFFICERS EXECUTIVE COMMITTEE

SECTION 1. EXECUTIVE COMMITTEE. The Executive Committee may employ a Chief Executive Officerand fix his/her compensation package. The Executive Committee shall have general supervision over the Chief Executive Officer and monitor said work. The Executive Committee will prepare and present a performance evaluation to the CEO upon the CEO’s completion of six months of employment and annually thereafter. Presentation of said evaluation will be presented to the Board of Directors with input and feedback from the Board of Directors. Any termination of the CEO by the Executive Committee requires a majority vote by the Board of Directors.

SECTION 2. CHAIRMAN OF THE BOARD. At the direction of the Board of Directors and Executive Committee, the Chairman of the Board shall preside at all meetings of the Chamber and Board of Directors. He/She shall perform all duties incident to his/her office and shall advise such action as may be deemed by him/her likely to increase the usefulness of the Chamber. The Chairman of the Board shall automatically become a member of the Board of Directors and Executive Committee at the conclusion of his/her term serving as Immediate Past-Chairman, regardless of the status of said Chairman’s term limit on the Board.

SECTION 3 CHAIR-ELECT. There shall be a Chair-Elect and a 1st Vice-Chair.The Chair-Electshall take charge in the absence of the Chairman of the Board. In the absence of both Chairman of the Board and Chair-Elect, the 1st Vice-Chairshall take charge; and in the absence or disability of all three of those officers the Board shall select one of its members to act temporarily in their stead.

SECTION 4. TREASURER. The Treasurer shall assist the Chief Executive Officer in the total supervision of all financial matters. Although the Chief Executive Officer will deposit funds and disperse checks, the Treasurer will:
A. Assist in preparation of monthly financial reports,
B. Work with professional services and any audit procedure, and
C. Recommend to Chief Executive Officer or Chairman of the Board new ideas for improving the overall financial status of the Chamber.

SECTION 5. SECRETARY. The Secretary shall oversee the recording of minutesof all the meetings of the Chamber. The Secretary shall submit the signed original minutes to the Board of Directors for their approval. The Secretary shall certify the original copy of these bylaws, as amended, or otherwise altered to date. He or she shall certify additional copies as required, be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these bylaws. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the articles of incorporation, these bylaws, or which may be assigned to him or her from the time by the Board of Directors.

SECTION 6. IMMEDIATE PAST CHAIRMAN. This officer will serve primarily as Senior Advisor to the Board of Directors and Executive Committee. The Immediate Past Chairman shall be a voting member on the Board and the Executive Committee regardless of Chairman’s term limit.

SECTION 7. CHIEF EXECUTIVE OFFICER. The President/CEO shall serve as the organization’s Chief Executive Officer. Job Description attached. The Board of Directors may employ the President/CEO and fix his or her compensation package. The Executive Committee shall have general supervision over the President/CEO and monitor said work. The Executive Committee shall conduct a sixth month performance evaluation and thereafter an annual evaluation that shall be submitted to the Board of Directors for discussion and approval. Termination of President/CEO shall be approved by a majority of the Board of Directors.

The chain of command shall be as follows: all staff and issues relating to the staff, including monetary issues, shall be determined by the President/CEO of the Chamber. Members of the Board of Directory shall not at any time directly approach the staff with disciplinary action or ask the staff for special work projects without the consent of the President/CEO. The President/CEO shall answer to the Board of Directors with “State of the Chamber Updates” at the monthly Board Meetings

ARTICLE IX – COMMITTEES

SECTION 1. APPOINTMENTS. The Chairman of the Board may appoint such committees or task forces as in his/her opinion, or in the opinion of the Board of Directors, may be needed, or desirable, all subject to confirmation by the Board of Directors. The Chairman of such committees or task forces may call meetings of committees or task forces at any time. All committees and committee chairs shall be for a term of one (1) fiscal year.

SECTION 2. AUTHORITY OF CHAIRMEN OF COMMITTEES. Chairmen of committees may add to their committees and appoint subcommittees subject to approval of the Chairman of the Board or a person designated by the Board of Directors. Every effort should be made to involve non-board members as well as board members. All committees, sub-committees or task forces shall be comprised of members in good standing of the La Quinta Chamber of Commerce. All committees, sub-committees and task forces shall have no less than three (3) members.

SECTION 3. AUTHORITY OF THE COMMITTEES. The Chairman of the Board shall be ex-officio member of all committees. It shall be the function of committees or task forces to investigate and make recommendations. They shall make their reports to the Board of Directors in writing, if so required. No standing or special committee or task force shall represent the Chamber in advocacy of, or in opposition to, any project or policy without the specific confirmation of the Board of Directors, or such confirmation as may have been clearly granted under general powers delegated by the Board of Directors to that committee. No communication, by letter or otherwise, committing the Chamber to a position, course of action, or financial commitment, shall be sent out or signed by any committee member except by approval of the Board of Directors. This limitation shall apply likewise to members of the Board of Directors and to all other members of the Chamber.

SECTION 4. COMMITTEE MEETING QUORUM. At committee meetings a majority of the committee membership shall constitute a quorum.

ARTICLE X - FUNDS AND PROPERTIES

SECTION 1. POWERS. The Organization or the Board of Directors shall have power to sue, purchase, hold, sell, lease or mortgage real estate, to incur debts, to borrow money, giving therefore notes of the Corporation signed by one or more officials duly authorized by the Board of Directors for that purpose, and may enter into contracts of any kind furthering the purposes of the La Quinta Chamber of Commerce.

SECTION 2. FISCAL YEAR. The fiscal year shall begin on the 1st day of July.

SECTION 3. BUDGET. In May of each year, the Treasurer and/or the President/CEO shall prepare a budget for the next fiscal year, showing anticipated revenues and expenses, which should be submitted to the Board of Directors for approval or revision by June 30th.
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SECTION 4. DISBURSEMENTS. No other disbursements of funds of the Chamber shall be made unless approved and ordered by the Board of Directors.

SECTION 5. CHECKS. All disbursements, except from petty cash funds, shall be made by check. Checks must bear two signatures from a list of authorized check signers as designated by the Board. One of the two signatures on checks must be that of the Treasurer or a Director empowered by the Board to act in the Treasurer's absence. The President/Chief Executive Officer is empowered with check signing authority up to $500.00. Amounts in excess of $500.00 require prior authorization from the Executive Committee.

SECTION 6. EXTERNAL AUDIT. The Board of Directors will choose, annually, to carry out a review, compilation, or full audit. A full audit or accounting may be required with termination of President/CEO. The Executive Committee will review all results with findings presented to the Board of Directors.

ARTICLE XI - PROPERTY DISPOSAL UPON DISSOLUTION

SECTION 1. NON-PROFIT. This Corporation is organized pursuant to the General Non-Profit Corporation Law of the State of California. This Corporation is not organized, nor shall it be operated for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to the members thereof or to any private shareholder or individual.

SECTION 2. PROPERTY IRREVOCABLY DEDICATED. The property, assets and net income of this Corporation are irrevocably dedicated to charitable, scientific, literary, educational and religious purposes and no part of the profits or net income of this corporation shall ever inure to the benefit of any Director, officer or member thereof or to the benefit of any private shareholder or individual.

SECTION 3. UPON DISSOLUTION. Upon the dissolution, liquidation or winding up of this Corporation, or upon abandonment, the assets of this Corporation remaining after payment of or provision for all debts and liabilities of this Corporation, shall be donated to such corporation or corporations, fund or funds, or foundation or foundations, as the Directors of this corporation may designate; provided that no portion of such assets shall be donated to any organization other than one organized exclusively for charitable, scientific, literary, educational and/or religious purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation.

ARTICLE XII - LAWSUITS, DAMAGES

SECTION 1. DROP MEMBERSHIP. No action shall be taken on the institution, the prosecution, or the settlement of any lawsuit, or claim for damages, for or against the Chamber, without the approval by a two-thirds vote of the Board of Directors. Such action will be communicated to the full membership.

ARTICLE XIII - TERMINATION OF A MEMBER

SECTION 1. DROP MEMBERSHIP. Policies shall be put in operation by a two-thirds vote of the Board of Directors. Such action will be communicated to the full membership.

SECTION 2. CODE OF CONDUCT. The Board of Directors is authorized to suspend any member from membership for a period of not more than one (1) year or expel any member for good cause.

SECTION 3: GOOD CAUSE.

Any conduct that brings La Quinta Chamber of Commerce into public disrepute or violates the purpose for which the Chamber is formed.
Any willful failure or refusal to abide by the articles, bylaws, or rules of the La Quinta Chamber of Commerce.
Any willful failure or refusal to pay any monies due the Chamber for services rendered.
Conviction of any felony or any crime involving moral turpitude.
Any conduct unbecoming of a professional businessperson, or which causes severe embarrassment, either personally, in the business community, to any other member of the Chamber or Chamber Staff.
Engaged in personal or professional misconduct to render his/her continued presence as a member of the La Quinta Chamber of Commerce personally or professionally.

ARTICLE XIV- REFERENDA

SECTION 1. ABSENTEE VOTING. The Board of Directors may, in its discretion, provide for absentee voting by the membership on matters considered of sufficient importance.

SECTION 2. MAIL REFERENDUM. The Board of Directors may upon its own initiative submit a question to the members for a mail referendum vote. Should 5% of the members request a mail referendum vote on some matter, the Board of Directors shall submit it. Briefs stating both sides of the question shall accompany the ballot for such vote. A majority of ballots received, either for or against, shall be binding upon the Chamber.

ARTICLE XV – SEAL

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

ARTICLE XVI - PARLIAMENTARY RULES

The proceedings of all meetings shall be governed by and conducted according to the latest edition of Robert's Rules of Order.

ARTICLE XVII – AMENDMENTS

SECTION 1. PROPOSED AMENDMENTS. Any proposed amendment shall first receive the approval of the Board of Directors; or, lacking such approval, it may be submitted by a quorum of the general membership of the Chamber. And in each such event the Chief Executive Officer shall send out notices as provided for in Article 5, Section 2.

SECTION 2. APPROVAL. These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of the Board,provided a notice giving the complete text of the proposed change shall have been communicated to each member no later than ten (10) days prior to the scheduled date of such meeting, and giving the time and place of said meeting as provided by Article 5, Section 2. Copies to be made available to any member in the office and also on the website.

ARTICLE XVIII – ENACTMENT

These Bylaws shall be effective immediately following their adoption by a majority vote of the members of the La Quinta Chamber of Commerce present at a meeting duly called for this purpose, or by absentee voting provided in Article 14, Section 1, and when so adopted shall supersede all previous bylaws and amendments thereto, which are hereby annulled.

AMENDMENTS ADOPTED BY THE BOARD OF DIRECTORS OF THE LA QUINTA CHAMBER OF COMMERCE ON MAY 23, 2006.