Revised: October 1997, May 1998, December 1999, September 2000, May 2002, November 2007, July 2008, May 2012, December 2014, November 2022, April 2024
ARTICLE I: NAME AND PURPOSE
Section 1: The name of this organization shall be the Springboro Chamber of Commerce, Inc. Any reference in this document to a gender shall apply equally to both genders.
Section 2: The purpose of this organization is to advance the general welfare and prosperity of the Chamber membership in good standing and the Springboro community. Attention and emphasis shall be given to the economic, civic, commercial, industrial and educational interests of the community.
Section 3: As the purpose of Springboro Chamber of Commerce is not primarily political, the Chamber does not endorse candidates for local political offices. However, certain issues may be supported by the Chamber when determined by the Board of Directors to be beneficial for the members at large.
ARTICLE II: MEMBERSHIP AND DUES
Section 1: Any person, association, corporation, partnership, religious or governmental body may subscribe to membership in the Springboro Chamber of Commerce, Inc. All employees of member organizations are considered to be members of the Chamber. However, personnel classified as independent contractors (ex. realtors), must obtain individual memberships.
Section 2: Membership carries with it an obligation to support and adhere to the principles and purposes of the Springboro Chamber of Commerce and not engage in activity that reflects adversely on the Chamber or its members.
Section 3: A Business Membership is designed for a public or private company or non-profit organization; fees are charged according to the number of employees.
Section 4: A Benefits Only Membership is designed for a private company or non-profit organization that wishes to only participate in the group health and/or workers compensation plans. Members at this level must pay non-member rates for all events.
Section 5: Associate memberships. An Associate Membership is designed for an individual who wishes to be connected to the business community. This classification of membership must be approved by the Board of Directors on an individual, case-by-case basis and shall have all of the privileges of active membership except that of access to the chamber mailing list, voting and holding office.
Section 6: Any individual of distinction who has rendered an outstanding service to the Chamber or the community may be nominated by the Board of Directors for Honorary lifetime membership, and shall be elected by a two-thirds (2/3) vote of the Board. Honorary lifetime memberships shall have all of the privileges of active membership except that of voting and holding office. They shall be exempt from payment of dues.
Section 7: The Board of Directors shall set the rates for dues annually to maintain the Chamber. Each member shall pay dues annually. Dues are not refundable.
Section 8: All new members will pay their dues for a 12-month period in advance beginning with the date they joined. Members will be invoiced for next year’s dues 30 days before their established anniversary date. Dues are payable upon receipt. There are no pro-rated dues. Exceptions may only be granted by a majority vote of those present and qualified at a meeting of the Board of Directors.
Section 9: If any member shall fail to pay dues within ninety (90) days of invoice, the membership shall lapse. The membership is subject to reinstatement upon full payment of dues.
Section 10: Any member of the Springboro Chamber of Commerce may be expelled by a two-thirds (2/3) vote of the Board of Directors, after notice and opportunity of hearing.
Section 11: All resignations must be submitted to the Chamber in writing. A resignation received after payment is due shall not relieve the member from liability for the dues owed.
ARTICLE III: BOARD OF DIRECTORS
Section 1: The government of the Chamber, the direction of its work and the control of its property shall be vested in a Board of Directors consisting of eleven (11) elected members. Each elected position shall serve on a three (3) year cycle. In addition, and for the mutual benefit of the Chamber and its members, five (5) standing, positions will be in place: the Office of Superintendent of Springboro Schools, the Office of the Superintendent of the Warren County Career Center, the Office of City of Springboro City Manager or Assistant City Manager, the Office of Clearcreek Township Administrator, and a Treasurer appointed by the Executive Committee. All Board positions are voting positions.
Section 2: Elected Board members are required to serve on at least one (1) committee annually.
Section 3: At the last Board meeting of the fiscal year, the Board of Directors shall qualify and elect from the eligible Board members a Chair, Vice Chair and Secretary. Any elected Board member who has served one year is eligible for these offices. The Treasurer, appointed by the Executive Committee, must be a member or an employee of a membership organization in good standing. All officers serve a term of one year.
Section 4: The Chair shall preside at all meetings of the Chamber Board of Directors. He/she shall perform all duties incident to his/her office.
Section 5: The Vice-Chair shall act in the absence of the Chair.
Section 6: The duty of the Secretary is to ensure the keeping of an accurate record of the acts and proceedings of the Board of Directors, and in general to perform all duties usually pertaining to the office. On the expiration of his/her term of office, the secretary shall deliver all books, papers and property of the Chamber in his/her hands to his/her successor or to the Chair.
Section 7: The Treasurer shall ensure the receipt and safe keeping of all money and disbursements under the direction of the Board of Directors. He/she shall ensure an accurate account of the finances and hold the same open for inspection and examination by the Directors, any committee or members appointed for such inspection. He/she shall present abstracts of the same at Board of Director’s meetings. He/she shall be bonded in any amount determined by the Board of Directors and such bond will be paid from Chamber funds. At the expiration of his/her term of office, he/she shall deliver all books, papers and property of the Chamber to his/her successor, Chair or President/CEO.
Section 8: In the absence or temporary disability of the Chair and Vice Chair, a member of the Board of Directors shall be designated by the Board of Directors to act temporarily.
Section 9: The immediate past Chair of the Chamber (if his/her term as Board member should expire) shall automatically be appointed an ex-officio member of the Board of Directors to serve for one (1) year after his /her term as Chair expires. He/she shall have full privileges of a Board member. This position is in addition to the 12 elected Board members.
Section 10: In the event that an elected Board Member has three or more unexcused absence from meetings of the Board of Directors during a fiscal year, or otherwise fails to perform the duties of a Board member, a consensus of the Executive Committee may remove the individual Board member.
ARTICLE IV: EXECUTIVE COMMITTEE
Section 1: The Executive Committee shall consist of the Chair, Vice Chair, Secretary, Treasurer, and Immediate Past Chair. As may be necessary, the Executive Committee has the power to make decisions and otherwise take action on behalf of the Board of Directors for matters that arise while the Board of Directors is not in session at a regular Board meeting. All actions of the Executive Committee are subject to review by the Board at its next regular meeting.
This Executive Committee shall have the power to appoint replacements for all vacancies on the Board and doubles as the Nominating Committee for the new slate of Officers or may delegate that task to a committee. The Executive Committee shall meet whenever necessary at the call of the Chair, Vice-Chair or President/CEO. The Executive Committee shall submit, with the assistance of the President/CEO, an Annual Report for the previous fiscal year at the Annual Meeting. The Executive Committee shall have the authority to commission a financial audit when deemed necessary.
ARTICLE V: COMMITTEES
Section 1: It shall be the duty of the Chair of the Chamber, with the approval of the Board of Directors, to appoint standing or special committees as may be required from time to time. Each committee shall elect its own chair and vice-chair to serve a 1-year term. The chair of each committee shall report progress at monthly Board meetings when appropriate.
Section 2: It shall be the duty of all committees, in conjunction with the President/CEO, to develop programs designed to grow and maintain the membership of the Chamber. The committees will actively interact with current and prospective members to promote the goodwill of the Chamber and to gather feedback about the effectiveness of Chamber activities and programs.
ARTICLE VI: PRESIDENT/CEO
Section 1: The President/CEO is hired by the Executive Committee, with the approval of the Board of Directors. He/she is responsible to the Board of Directors for the day-to day-operation of the organization. Special duties may be assigned by the Board from time to time as needed. The President/CEO shall be bonded in any amount determined by the Board of Directors and such bond will be paid from Chamber funds.
ARTICLE VII: MEETINGS
Section 1: Meetings of the Chamber membership shall be held annually and called whenever the Board deems it necessary or desirable.
Section 2: The Board of Directors shall meet monthly. Notice of meetings shall be given seven (7) days in advance. A simple majority of the voting members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. At the discretion of the Chair, and with at least five (5) days advance notice, participation at a meeting of the Board of Directors may be by telephone, conference call, or similar participation which allows for contemporaneous exchange. Participation in this fashion constitutes presence in person by the participant.
Section 3: In the event of an emergency, as deemed by the Executive Committee, a matter may be decided by electronic voting without contemporaneous discussion and debate. The Chair, or in his/her absence, the Vice-Chair shall direct the Secretary to either:
- Send each member, individually, an email which contains the reason for the emergency, the motion to be considered and any supporting documentation or information. The Secretary shall then tally all responses received within the twenty-four (24) hours of sending the email to determine if a quorum of members has responded and the outcome of the vote. The Secretary shall report on the results of the vote no later than the next monthly meeting;
or - Send the Board of Directors an email which contains the reason for the emergency, the motion to be considered, any supporting documentation or information, a link to an online polling/voting application and notification of what time the polling/voting will commence. The Secretary shall then tally all responses received within the twenty-four (24) hours the commencement of the vote to determine if a quorum of members has responded and the outcome of the vote. The Secretary shall report on the results of the vote no later than the next monthly meeting
ARTICLE VIII: ELECTION
Section 1: Each fiscal year, new members to the Board of Directors will be elected according to the following process:
• July: The Nominating Committee will request nominations from the general membership of the Chamber and also may suggest their own candidates. The Nominating Committee will research and interview the pool of candidates and develop the slate of nominees.
• August: The Nominating Committee will send the slate of nominees to membership for review and electronic poll of preferred candidates. Only one individual from each Member organization shall participate in the poll.
• September: At the September meeting of the Board of Directors, The Nominating Committee shall report the results of the membership poll to the Board and the final recommendation of nominees. The Board will vote to accept the slate of nominees as the new class of Board members.
• October: At the Annual Dinner, the Board will present the slate of nominees for final approval by the membership.
ARTICLE IX: ANNUAL MEETING
Section 1: Annually, within sixty (60) days after the end of the fiscal year, the Board of Directors shall distribute an annual report to the membership.
Section 2: At least annual, at such time and place as the Board of Directors may elect, a meeting of the members shall be held to approve new Board members.
ARTICLE X: FISCAL YEAR
Section 1: The fiscal year shall end on September 30.
ARTICLE XI: BUDGET
Section 1: The Board of Directors will adopt an approved budget by September 30 each year. As approved by the Board, this budget shall be the appropriation measure of the Chamber. No committee may exceed its appropriation without the consent of the Board of Directors. A summary of the approved budget will be available for review by any member in good standing at the Chamber Office.
ARTICLE XII: DISBURSEMENTS
Section 1: No disbursements of the Chamber shall be made unless the same shall have been approved and ordered by the Board of Directors. Disbursements may be made electronically or by check. Checks shall require two (2) signatures, which the Board shall determine at least annually.
Section 2: The President/CEO may use the Chamber credit card without prior approval for the Board for amounts of $500.00 or less, the purpose being for convenience and practicality such as postage and office supplies, etc. The President/CEO may not exceed expenses of $2000.00 under this Section for any given month without prior Board approval.
Section 3: No appropriation of money or other property of the Chamber shall be made for any other purpose than to defray legitimate expenses, except by a two thirds 2/3 vote of the Board.
ARTICLE XIII: PARLIAMENTARY RULES
Section 1: The Board of Directors proceedings of the Chamber shall be governed by and conducted according to these By-Laws and the latest edition of Robert’s Rules of Order.
ARTICLE XIV: AMENDMENTS
Section 1: These by-laws may be amended by or altered by a two-thirds (2/3) vote of the Board, provided notice of the proposed change shall have been either emailed or mailed by the Secretary to each Board member not less than ten (10) days prior to each meeting.
Section 2: A complete set of by-laws shall be available to the Chamber membership through the Chamber website.
Section 3: The by-laws shall be reviewed in their entirety every three years and updated as required.
ARTICLE XV: SEAL
Section 1: The Logo of the Springboro Chamber of Commerce, Inc. shall be as shown below.
Section 2: Members must refrain from using the name or logo of the Springboro Chamber of Commerce in any manner that contradicts or negatively impacts the purpose of the organization as stated in Article 1, Section 2.
ARTICLE XVI: DISSOLUTION
Section 1: In the event of the dissolution of the Chamber, howsoever caused, all property and funds of the Chamber, which remain after satisfaction of all of its debts and liabilities, shall, within six (6) months, be distributed to appropriate agencies or entities, for public purpose at the discretion of the Board of Directors.
