Bylaws

SAN RAMON CHAMBER OF COMMERCE

a California Nonprofit Mutual Benefit Corporation

[Adopted 08/23/2011]

ARTICLE I. PURPOSE

The San Ramon Chamber of Commerce (the “Chamber”) is organized to represent and promote the business and economic interest of the San Ramon Community.

ARTICLE II. OFFICES

Section 1. Principal Office. The Chamber’s principle office shall be fixed and located at such a place in the City of San Ramon as the Board of Directors (the “Board”) shall from time to time determine.

Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places in the City of San Ramon.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility. Any person, association, corporation, or partnership who/which supports the purposes of the Chamber may subscribe to membership in the Chamber. Members agree to abide by the Bylaws and rules of the Chamber.

Section 2. Classes. There shall be four (4) classes of membership: Regular Membership, Individual Membership, Honorary Membership and Charitable Membership. Regular Members shall be business, whether operated as a sole proprietorship, partnership, or corporation. Individual members shall be individuals other than individuals operating a business as a sole proprietorship. Honorary members shall be those individuals who shall have been selected by the Board for distinction in the objectives of the Chamber. Charitable members shall be churches and other non-profit organizations with fewer than five (5) full-time employees exempt from federal taxation under section 501 (c) (3) of the Internal Revenue Code.

Section 3. Effective Date. Memberships shall become effective upon payment of the required fee, or in the case of Honorary Members, selection by the Board.

Section 4. Voting Rights. Subject to the provisions of Section 7612 of the California Nonprofit Mutual Benefit Corporation Law and Section 13 of this Article III, each Regular, Individual, and Charitable member shall be entitled to vote on each matter submitted to a vote of the members. Honorary members and members who fail to be in good standing shall not be entitled to vote on any matter. Voting by proxy is not permitted.

Section 5. Exercise of Privileges. Any firm, association, corporation, partnership, or estate holding membership may nominate individuals 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 6. Membership Fee. Each Regular, Individual, and Charitable member shall pay a membership fee and periodic dues and assessments in such amounts and at such times as shall be determined by the Board.

Section 7. Termination of Membership. The Board may terminate or suspend a membership or expel or suspend a member for nonpayment of fees, periodic dues, or assessments or for conduct seriously prejudicial to the interests of the Chamber, including, without limitations, flagrant violation of any provision of these Bylaws or failure to satisfy membership qualifications. The Board shall give written notice to the member who is the subject of the proposed action fifteen (15) days prior of the proposed expulsion, suspension, or termination, the reasons therefore. The member may submit a written statement to the Board regarding the proposed action not less than five (5) days before the effective date of the proposed expulsion, suspension, or termination, the Board shall review any such statement submitted and shall determine the mitigating effect, if any, of the information contained therein on the proposed expulsion, suspension, or termination. A suspended member shall not be entitled to exercise any of the voting rights of a member.

Section 8. Good Standing. Any member who shall be in arrears in the payment of any installment fees, periodic dues or assessments more than ninety (90) days after their due date shall not be in good standing and shall not be entitled to vote as a member.

Section 9. Place of Meetings. Meetings of members shall be held at the principal office of the Chamber or at any other place which may be designated either by the Board or written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Chamber office.

Section 10. Annual Meeting. Annual meetings of the members shall be held in January of each year on such date and at such time as may be fixed by the Board.

Section 11. Special Meetings. Special meetings of members may be called at any time by the Board, the Chairperson, or not less than five percent (5%) of the members. Upon request in writing to the Chairperson, the Chairperson-Elect, or the Secretary by any person (other than the Board) entitled to call a special meeting of members, the officer forthwith shall cause written notice to be given to the members entitled to vote that a meeting will be held at a time fixed by the Board, not less than thirty-five (35) nor more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give notice.

Section 12. Notice of Annual or Special Meetings. Written notice of each annual or special meeting of members shall be given not less than ten (10) or more than ninety (90) days before the date of the meeting to each member entitled to notice thereof.

Section 13. Quorum. One-third (33 1/3%) of the voting power, represented in person, shall constitute a quorum at any meeting of members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members.

ARTICLE IV. DIRECTORS

Section 1. Powers. Subject to limitations of the Articles, these Bylaws, and the California Nonprofit Mutual Benefit Corporation Law relating to action required to be approved by a majority of the members, the activities and affairs of the Chamber shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the Chamber to any person or persons or committees however composed, provided that the activities and affairs of the Chamber shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2. Number of Directors. Until changed by amendment to the Articles by a Bylaw duly adopted by the members amending this Section 2, the Board shall be composed of eleven (11) to fifteen (15) voting members. Directors shall be elected to serve for a term of three (3) years and until their respective successors are elected and qualified. Directors shall serve no more than two (2) consecutive terms. Installation of Directors shall be at the annual meeting of members each year.

Section 3. Selection and Election of Directors.

(a) Nomination Committee. By no later than the first of September of each year, the Chairperson shall appoint a nominating committee of five (5) members, no more than three (3) of whom shall be members of the Board. The Chairperson shall designate the committee chairperson. By no later than the fifteenth (15th) of October of each year, the nomination committee shall recommend, from eligible members of the Chamber, proposed nominees to stand for election to the Board. The Board shall approve a final list of nominees. The number of nominees on the final list shall not be less than the number of vacancies to be filled in the next election.

(b) Publicity. By no later than the first of September of each year, the President/CEO shall, through Chamber publications, publicize the fact that the membership may nominate candidates for the Board.

(c) Nomination. Any eligible member may place his or her name, or the name of any other eligible member, in nomination, by delivery of a written nomination to the President/CEO by no later than the fifteenth of October.

(d) Ballots. By no later than the first (1st) of November of each year, the President/CEO shall prepare and submit to the members a ballot with the names of all nominees. The ballot form shall specify the number of vacancies to be filled, and direct each member to vote for no more than that number.

(e) Voting. All completed ballots must be received at the Chamber Offices within fifteen (15) days of their mailing to the membership, or by the fifteenth (15th) of December, whichever is later.

(f) Counting. By no later than the first (1st) of January of each year, completed ballots shall be counted at the Chamber office by a tellers committee of three (3) members appointed by the Chairperson. Ballots which contain votes for more than the number of vacancies to be filled, shall not be counted.

(g) Directors. The nominees receiving the highest number of votes shall be elected to fill the vacancies on the Board.

(h) Election of the Chairperson-Elect as a Director. In the event that the current Chairperson-Elect shall be standing for reelection for the following term and shall not be reelected, he or she shall nevertheless remain a Director for the term in which he or she shall also be Chairperson. Upon expiration of his or her term as Chairperson, his or her term as Director shall also expire.

(i) Replacement of Directors. In the event that any Director is either voluntarily or involuntarily removed from the Board, at any time after his or her election, through and including the date of completion of his or her term, the Board, shall replace such Director with an eligible member of the Chamber, nominated by at least one (1) Board member, and approved by a majority of the Board. Replacement Directors shall serve out the remainder of the term of the Director being replaced.

(j) Additional Directors. The Chairperson may, at any time, appoint up to four (4) additional Directors, who shall take office upon approval of a majority of the Board. Such additional Directors shall serve from the date of approval through and including the following thirty-first (31st) of December. Each appointed Director must be a member in good standing and must have agreed to accept the responsibilities of a directorship as defined in the “Board of Directors Commitment Statement”.

(k) Ex-Officio Directors. There shall be up to four (4) non-voting Directors: one (1) representative each from the City of San Ramon, San Ramon Police Department, San Ramon Valley Unified School District and San Ramon Valley Fire Protection District. The representative shall be nominated by their organization and approved by a majority of the Board.

Section 4. Qualifications of the Candidates. Each candidate must be a member in good standing and must have agreed to accept the responsibilities of a directorship as defined in the “Board of Directors Commitment Statement”. No Board member may serve more than two (2) elected consecutive three (3) year terms. At least one (1) year must lapse after expiration of the second (2nd) three (3) year term before the member again becomes eligible for election to membership on the Board.

Section 5. Place of Meeting. Regular or special meetings of the Board shall be held at any place within or without the City of San Ramon which has been designated from time to time by the Board. In the absence of such designation, regular meetings to be held at the principal office of the Chamber.

Section 6. Regular Meetings. At the next regular meeting following the annual meeting of members, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

Other regular meetings of the Board shall be held without call or notice on such dates and at such times as may be fixed by the Board.

Section 7. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson, the Chairperson-Elect, the Secretary or any two (2) Directors. Special meetings of the Board shall be held upon five (5) days’ notice by first class mail or 48 hours notice given personally or by telephone, e-mail, fax, website posting or other means of communication.

Section 8. Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except to adjourn as provided in Section 9 of this Article VI. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting. Proxies are not permitted on the Board.

Section 9. Adjournment. A majority of the Directors present, whether or not quorum is present, may adjourn a meeting to another time or place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place by fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 10. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the members of the Board shall consent in writing to such action. Such consent shall have the same effect as a vote of the Board and shall be filed with the minutes of the proceedings of the Boards.

Section 11. Meeting by Conference or Other Electronic Means. Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment if all of the following apply:
(1) each member can communicate with all of the other members concurrently; (2) each member is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken; (3) a means of verification is adopted and implemented by the corporation as to both of the following: (a) the person communicating by electronic means is entitled to participate in the Board meeting and (b) all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.

Section 12. Right of Inspection. Every Director shall have the absolute right to any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Chamber.

Section 13. Committees. The Board may appoint one (1) or more committees, each consisting of two (2) or more Board members and delegate to such committees any authority of the Board except with respect to:

(a) The approval of any action for which the California Non-Profit Mutual Benefit Corporation Law requires approval of the members or approval of a majority of all members.

(b) The filling of vacancies of the Board or on any committee; the fixing of compensation of the Directors for serving on the Board or on any committee.

(c) The amendment or repeal of bylaws or the adoption of new bylaws.

(d) The amendment or repeal of any resolution of the Board which by its express terms is not amendable or repealable.

(e) The appointment of other committees of the Board or the members thereof.

(f) With respect to any assets held in charitable trust, the approval of any self-dealing transaction.

Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the authorized number of Directors in office, provided a quorum is present, and any such committee may be designated an Executive Committee or by any such other name as the Board shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of such prescription, such committee shall have the power to prescribe the manner which proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and actions of any such committee shall be governed by the provisions of the Article IV applicable to meetings and actions of the Board. Minutes shall be kept of each meeting and each committee.

Section 14. Executive Committee. There shall be an Executive Committee, which shall consist of the Chairperson, the Chairperson-Elect, the Secretary, the Treasurer, and such other officers as may be appointed from time to time. The Executive Committee is a subcommittee of and accountable to the Board, and may exercise the powers of the Board of Directors on behalf of the Board between Board meetings, except those enumerated in Section 13 (a) through 13 (f) of the Article IV, and except as otherwise provided by the Board. Such committee shall be governed by the provisions of this Article IV applicable to meeting and actions of the Board. Minutes shall be kept of each meeting of the Executive Committee, and all actions of the Executive Committee shall be submitted to the Board for ratification by the Board at its next meeting.

Section 15. Procedure. Meetings of the Board of Directors and of all committees shall be conducted informally. In the event, however, that a dispute arises with respect to procedural matter, it shall be resolved with reference to Robert’s Rule of Order.

Section 16. Fees and Compensation. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

Section 17. Management. The Board shall employ a President/CEO and shall fix the salary and other conditions of employment. The President/CEO shall manage the Chamber office(s) and employees, and shall be subject to the oversight and control of the Board. The specific duties of the President/CEO shall be set forth by the Board, and shall be subject to change from time to time.

Section 18. Attendance at Meetings. A member of the Board who shall be absent from three (3) consecutive meetings of the Board shall be automatically dropped from membership on the Board unless confirmed by illness or other absence approved by a majority vote of those voting at any Board meeting.

Section 19. Definition of Member. For purposes of Sections 2, 3(a), 3(c), 3(f) and 4 of this Article IV, the term “member” shall include partners, principal shareholders, and employees of regular members.

Section 20. Budget. Each year the Board shall adopt a balanced operating budget. The fiscal year of this corporation shall end on December 31st of each year.

ARTICLE V. OFFICERS

Section 1. Officers. The officers of the Chamber shall be Directors. They shall consist of a Chairperson, a Chairperson-Elect, a Secretary and a Treasurer. The Chamber may also have, at the discretion of the Board one (1) or more Assistant Treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person unless the Articles or these Bylaws provide otherwise.

Section 2. Election. The officers of the Chamber, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen annually by, and shall serve at the pleasure of the Board and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected.

Section 3. Subordinate Officers. The Board may elect, and may empower the Chairperson to appoint, such other officers as the business of the Chamber may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 4. Removal or Resignation.

(a) Any officer may be removed, either with or without cause, by the Board at any time.

(b) Any officer may resign at any time by giving written notice to the Chamber. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Replacement of Officer. In the event that any officer is either voluntarily or involuntarily removed from office, the Board shall replace such officer with an eligible member of the Board, nominated by at least one (1) Board member, and approved by a majority of the Board.

Section 6. Chairperson. The Chairperson is chief elected officer of the Chamber and is subject to control of the Board. The Chairperson shall preside at all meetings of the members and at all meetings of the Board. The Chairperson has such powers and duties as may be prescribed by these Bylaws or the Board. At the expiration of the Chairpersons term, the Chairperson shall remain on the Board for the remainder of his or her elected term. If the Chairperson is not reelected to the Board at the end of his/her term, the Chairperson shall remain on the Board for one (1) additional year.

Section 7. Chairperson-Elect. In the temporary absence or disability of the Chairperson, the Chairperson-Elect shall perform all the duties of the Chairperson and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chairperson. The Chairperson-Elect shall serve as the Chairperson-Elect and in such capacity shall succeed the Chairperson upon completion of his or her term. The Chairperson-Elect shall be a member of the Executive Committee, and shall maintain an open dialogue with the Chamber staff. The Chairperson-Elect shall also convene at least one (1) planning meeting of the new Board prior to its taking office.

Section 8. Secretary.

(a) The Secretary shall oversee the keeping of , at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the name of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall oversee the keeping of , at the principal office in the State of California the original or a copy of the Chamber’s Articles and Bylaws, as amended to date.

(b) The Secretary shall oversee the giving of notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Chamber in safe custody, and shall have such powers and perform such other duties as may be prescribed by the Board.

Section 9. Treasurer.

(a) The Treasurer is the chief financial officer of the Chamber and shall oversee the keeping and maintenance of adequate and correct accounts of the properties and business transactions of the Chamber. The books of account shall at all times be open to inspection by any Director.

(b) The Treasurer shall oversee the deposit of all monies and other valuables in the name and to the credit of the Chamber with such depositories as may be designed by the Board. The Treasurer shall oversee disbursement of the funds of the Chamber as may be ordered by the Board, shall oversee the rendering to the Chairperson and the Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Chamber, and shall have such powers and perform such other duties as may be prescribed by the Board.

ARTICLE VI. 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 authorized, approved or ratified by the Board of Directors.

ARTICLE VII. AMENDMENTS

These Bylaws may be amended or repealed by the approval of the members or by the approval of the Board; provided, however, that members must approve any action that would: (a) Materially and adversely affect the rights of the members as to voting, dissolution, or redemption, or transfer of membership; (b) increase or decrease the number of memberships authorized in total or for any class; (c) effect or exchange, reclassification, or cancellation of all or any part of the memberships; (d) authorize a new class of membership; or (e) specify or change a fixed number of Directors or the maximum or minimum number of Directors or change from a fixed to a variable number of Directors or vice versa. The power of members to approve the repeal or amendment of Bylaws is subject to the further approval of the members of a class if such action would: (a) materially and adversely affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such action affects another class; (b) materially and adversely affect such class as to voting, dissolution, redemption, or transfer of memberships by changing the rights, privileges, preferences, restrictions, or conditions of another class; (c) increase or decrease the number of memberships authorized for such class; (d) increase the number of memberships authorized for another class; (e) effect an exchange, reclassification or cancellation of all or part of the memberships of such class; or (f) authorize a new class of memberships.

ARTICLE VIII. MISCELLANEOUS

Section 1. Indemnification. To the fullest extent permitted by the law, the Corporation shall defend, indemnify and hold harmless any Agent against any claim arising out of any alleged or actual action or inaction in the performance of duties performed in good faith on the Corporation’s behalf. “Agent” for this purpose shall include Directors, officers and employees.

Section 2. Insurance. The Association may purchase and maintain insurance to the full extent permitted by the law on behalf of its agents against any liability asserted against or incurred by the agent in such capacity arising out of the agent’s status as such.

Section 3. Interpretation. These Bylaws constitute a written agreement between the Association and its members, Directors and officers. The Bylaws should be interpreted in connection with the California Nonprofit Corporation Law that supplements and controls these Bylaws.