BY-LAWS of the NATIONAL ASSOCIATION OF
CHAMBER AMBASSADORS (NACA)
As Approved by the General Membership at
April 2009 Conference, Shawnee, Oklahoma
ARTICLE I
Offices
Section One.
The principal office of the corporation in the State Of Texas shall be located at 109 N. Main, in the City of Midland, County of Midland, Texas, 79701.
Section Two.
The corporation shall have such other offices, either within or without the County Of Midland, State Of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
Section Three.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.
ARTICLE II
Purpose
The purpose of the National Association of Chamber Ambassadors is to assist Chambers of Commerce in establishing Ambassador groups, strengthen existing Ambassador groups by providing educational materials and information, and provide a forum for the exchange of ideas between Ambassadors. The Association will make no rules, regulations, or guidelines that will in any way attempt to govern or set policy for any individual ambassador or chamber delegation of which he or she is a member.
ARTICLE III
Membership
Any person who is a member of an Ambassador group, Chamber of Commerce staff, welcoming committee or other public relations branch of their local Chamber of Commerce, or is an ACA Charter Member or an NACA Lifetime Member may become a member of The National Association of Chamber Ambassadors.
To be a member in good standing of the National Association of Chamber Ambassadors, each member will represent the NACA with integrity, enthusiasm, tact, and professionalism. A member in good standing must also have his/her membership dues paid in a timely manner, as well as any and all debts and assessments owed to the NACA (i.e., registration fees, auction/store purchases, etc.). Failure to pay either annual dues or other debts owed to the NACA shall result in immediate termination from the membership. Upon executive board action, staff will execute the termination of membership.
ARTICLE IV
Annual Conference
Section One.
The annual conference of the Association shall be held in April or May of each year. The location of these conferences shall be selected by a majority vote of the Association members present at the annual conference. Members in good standing will be eligible to cast one (1) vote for the location of the annual conferences. Conferences will be awarded through bids presented two (2) years prior to the intent to host an annual conference. No city shall be eligible to host the annual conference for two (2) consecutive years. The membership shall be notified in writing of the annual conference.
Section Two.
Any Ambassador group desiring to bid on the annual conference site for the National Association of Chamber Ambassadors must be a member in good standing for a minimum of one (1) year and have been in attendance at a minimum of one (1) annual conference.
Section Three.
At all conferences, the number of members present shall constitute a quorum for the purpose of transacting any and all business that may be presented for approval.
ARTICLE V
Board of Directors
Section One.
The corporation shall be managed by a Board of Directors of not less than eight (8) or more than twelve (12) Directors who must be members in good standing of the National Association of Chamber Ambassadors. In addition, the President-Elect and the Immediate Past President of the Association shall serve as a voting member of the Board of Directors.
Section Two.
At the annual conference of the membership, the membership shall elect, by written ballot, a sufficient number of Directors to complete the Board who shall serve two (2) year terms of office. Directors may serve for consecutive terms of office, but in no event shall there be more than one (1) Director from any one Ambassador delegation, with the exception of the Immediate Past President. Nomination and election of Directors shall be as follows:
a) The President will appoint a Nominating Committee prior to the annual conference made up of at least three (3) members of the current Board of Directors. The Nominating Committee will propose a slate of nominees for board member positions for the membership to consider. Nomination of an NACA member in good standing who has been an active NACA member for a minimum of one year can and will be accepted from the floor by approved delegates during the nomination order of business.
b) Each ambassador delegation being represented by member(s) present at the annual conference may nominate to the Board of Directors one (1) eligible delegate.
c) At a general session of the annual conference of the membership, the membership shall vote by written ballot, for a sufficient number of Directors to complete the Board who will serve two-year terms. Each member in good standing of the National Association of Chamber Ambassadors present shall be entitled to cast one (1) ballot.
d) Ballots shall be prepared by the Secretary, distributed and collected by the Board of Directors, and canvassed by the Executive Committee. The results of the election will be announced by the President of NACA.
e) The newly elected Directors shall hold their first meeting prior to the end of the annual conference to elect Officers as prescribed herein. The results of this election will be announced to the membership by the President.
Section Three.
The newly elected Directors and Officers shall take office at the conclusion of the annual conference.
Section Four.
In case of any vacancy in the Directorship for any reason, the remaining Directors, by majority vote, may elect a successor to fill the office for the unexpired term made by the vacating Director (Refer to Article V, Section 2, Article VII, and Standing Rules (a) of these by-laws.
Section Five.
A special or emergency meeting of the Directors and/or its Officers may be called by the President or any three (3) Directors. Directors shall be notified by written notice, mailed via certified mail, return receipt requested. This notice shall state the time, date, place and purpose of the meeting. This notice shall be sent at least seven (7) days prior to the date of the meeting.
Section Six.
Following a minimum 30-day notification to all Board members of an upcoming meeting, any number of board members present at that meeting will constitute a quorum to conduct the business of the association.
Section Seven.
No Director shall be compensated for services. No travel related expenses shall be paid to, or on behalf of any Director; except at the annual conference the room of the President shall be paid by NACA, if the host city cannot provide a complimentary room.
ARTICLE VI
Officers
Section One.
The officers of the association shall consist of a President, President-Elect, Secretary/Treasurer, and Immediate Past President and, except for the President and Immediate Past President, shall be elected annually by the Board of Directors. The President-Elect shall be chosen by the President from the current Board of Directors and, during the Directors' meeting held prior to the end of the annual conference to elect Officers, automatically become President without nomination or vote. Newly elected Officers shall take office at the conclusion of the annual conference. These Officers shall constitute the Executive Committee of NACA.
Section Two.
In the case of any vacancy in any office for any reason, the Directors may elect a successor to hold office for the unexpired portion of the term of officers whose place shall be vacant. In the event of the vacancy of the office of President, the President-Elect shall assume the office of President and a new President-Elect shall be elected.
Section Three.
Duties of the Officers shall be as follows:
a) The President shall preside at all meetings of the Board and the membership, sign all contracts on behalf of the Association, be an ex-officio member of all committees, have general supervision of all Association affairs, appoint such committees as deemed necessary by the Directors and in the event of temporary absence of any officer, appoint from among the Board a temporary replacement for the absent officer.
b) The President-Elect shall, in the absence of the President, perform the duties of that office, preside when requested, and perform such other duties as prescribed by the President or the Board of Directors.
c) The Secretary/Treasurer shall keep minutes of all the meetings of the membership and the Directors, prepare ballots for the annual membership meeting, and present financial reports as prepared by contracted staff members. The association's checking account shall be established and maintained with the stipulation that two signatures are required on each check drafted. NACA contracted staff shall obtain an authorized audit of all financial records by a Certified Public Accountant no less than every five (5) years. During each year that is not an audit year the financial records shall be reviewed by a Certified Public Accountant.
Section Four.
No Officer shall serve in more than one office concurrently. (Refer to Article VI, Section 2 of these By-Laws.)
Section Five.
The Board of Directors, by and through a two-thirds vote of its members, shall have the power to remove any Board member and/or withdraw the vote allocated to the President-Elect or the Immediate Past President.
ARTICLE VII
Term of Office
A Director or Officer having served for one half term plus one day shall be considered to have served a full term.
ARTICLE VIII
Limitation of Authority
Members, Directors or Officers shall not have the authority to obligate or commit the National Association of Chamber Ambassadors without the specific approval of the majority vote of the Board of Directors, except as specified herein. An amount up to $250 may be expended by the Executive Director, any Board Member, or Committee Chair if it is less than an amount budgeted for that purpose or committee for that year. An amount exceeding $250 up to $1,000 may be expended with a majority vote of the Executive Committee. Any amount exceeding $1,000 that is to be expended requires a majority vote of the Board of Directors.
ARTICLE IX
Professional Contracted Staff
Section One.
The association may hire from time to time contractors as professional staff members. The President shall be empowered by the Board of Directors to represent the association during contract negotiations. The setting of salary ranges and benefits will be the responsibility of the Board of Directors. The contract(s) will be signed by the President once it has been approved by the Board of Directors. Development of job title(s) and job description(s) will be the responsibility of the Board of Directors. The contractor(s) will report to the Board of Directors on a regular schedule and be responsible for a written report as to the association status at the annual conference or as requested by the Board of Directors.
The contractor(s) will be reviewed annually by the President and/or his/her agent on contract performance and meeting the goals and objectives of the association as established by the Board of Directors. Merit or salary increases will be the responsibility of the Board of Directors based on the performance review and recommendation of the President.
Section Two.
Duties shall be specified in the staff member's contract with NACA. Additionally, those duties deemed appropriate and necessary may be assigned by the Board of Directors.
Section Three.
Compensation shall be as specified in the staff member's contract. The staff member shall be reimbursed for travel and other related expenses at a rate not to exceed the amount expended. Vehicular mileage shall be paid at the current rate allowed by the United States Internal Revenue Service.
ARTICLE X
Parliamentary Procedure
Roberts Rules of Order Newly Revised shall be the guideline for parliamentary procedure.
ARTICLE XI
Amendment
These Bylaws may be amended by majority vote of the members present at any general session of the annual conference of the membership.
ARTICLE XII
Dissolution
Upon dissolution of the corporation or winding up of its affairs, the assets of the corporation shall be distributed to charitable, religious, scientific testing for public safety, literary or educational organizations which would qualify under provision of 501©(3) of the Internal Revenue Service Code and its regulations as they may hereinafter be amended.
Offices
Section One.
The principal office of the corporation in the State Of Texas shall be located at 109 N. Main, in the City of Midland, County of Midland, Texas, 79701.
Section Two.
The corporation shall have such other offices, either within or without the County Of Midland, State Of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
Section Three.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.
ARTICLE II
Purpose
The purpose of the National Association of Chamber Ambassadors is to assist Chambers of Commerce in establishing Ambassador groups, strengthen existing Ambassador groups by providing educational materials and information, and provide a forum for the exchange of ideas between Ambassadors. The Association will make no rules, regulations, or guidelines that will in any way attempt to govern or set policy for any individual ambassador or chamber delegation of which he or she is a member.
ARTICLE III
Membership
Any person who is a member of an Ambassador group, Chamber of Commerce staff, welcoming committee or other public relations branch of their local Chamber of Commerce, or is an ACA Charter Member or an NACA Lifetime Member may become a member of The National Association of Chamber Ambassadors.
To be a member in good standing of the National Association of Chamber Ambassadors, each member will represent the NACA with integrity, enthusiasm, tact, and professionalism. A member in good standing must also have his/her membership dues paid in a timely manner, as well as any and all debts and assessments owed to the NACA (i.e., registration fees, auction/store purchases, etc.). Failure to pay either annual dues or other debts owed to the NACA shall result in immediate termination from the membership. Upon executive board action, staff will execute the termination of membership.
ARTICLE IV
Annual Conference
Section One.
The annual conference of the Association shall be held in April or May of each year. The location of these conferences shall be selected by a majority vote of the Association members present at the annual conference. Members in good standing will be eligible to cast one (1) vote for the location of the annual conferences. Conferences will be awarded through bids presented two (2) years prior to the intent to host an annual conference. No city shall be eligible to host the annual conference for two (2) consecutive years. The membership shall be notified in writing of the annual conference.
Section Two.
Any Ambassador group desiring to bid on the annual conference site for the National Association of Chamber Ambassadors must be a member in good standing for a minimum of one (1) year and have been in attendance at a minimum of one (1) annual conference.
Section Three.
At all conferences, the number of members present shall constitute a quorum for the purpose of transacting any and all business that may be presented for approval.
ARTICLE V
Board of Directors
Section One.
The corporation shall be managed by a Board of Directors of not less than eight (8) or more than twelve (12) Directors who must be members in good standing of the National Association of Chamber Ambassadors. In addition, the President-Elect and the Immediate Past President of the Association shall serve as a voting member of the Board of Directors.
Section Two.
At the annual conference of the membership, the membership shall elect, by written ballot, a sufficient number of Directors to complete the Board who shall serve two (2) year terms of office. Directors may serve for consecutive terms of office, but in no event shall there be more than one (1) Director from any one Ambassador delegation, with the exception of the Immediate Past President. Nomination and election of Directors shall be as follows:
a) The President will appoint a Nominating Committee prior to the annual conference made up of at least three (3) members of the current Board of Directors. The Nominating Committee will propose a slate of nominees for board member positions for the membership to consider. Nomination of an NACA member in good standing who has been an active NACA member for a minimum of one year can and will be accepted from the floor by approved delegates during the nomination order of business.
b) Each ambassador delegation being represented by member(s) present at the annual conference may nominate to the Board of Directors one (1) eligible delegate.
c) At a general session of the annual conference of the membership, the membership shall vote by written ballot, for a sufficient number of Directors to complete the Board who will serve two-year terms. Each member in good standing of the National Association of Chamber Ambassadors present shall be entitled to cast one (1) ballot.
d) Ballots shall be prepared by the Secretary, distributed and collected by the Board of Directors, and canvassed by the Executive Committee. The results of the election will be announced by the President of NACA.
e) The newly elected Directors shall hold their first meeting prior to the end of the annual conference to elect Officers as prescribed herein. The results of this election will be announced to the membership by the President.
Section Three.
The newly elected Directors and Officers shall take office at the conclusion of the annual conference.
Section Four.
In case of any vacancy in the Directorship for any reason, the remaining Directors, by majority vote, may elect a successor to fill the office for the unexpired term made by the vacating Director (Refer to Article V, Section 2, Article VII, and Standing Rules (a) of these by-laws.
Section Five.
A special or emergency meeting of the Directors and/or its Officers may be called by the President or any three (3) Directors. Directors shall be notified by written notice, mailed via certified mail, return receipt requested. This notice shall state the time, date, place and purpose of the meeting. This notice shall be sent at least seven (7) days prior to the date of the meeting.
Section Six.
Following a minimum 30-day notification to all Board members of an upcoming meeting, any number of board members present at that meeting will constitute a quorum to conduct the business of the association.
Section Seven.
No Director shall be compensated for services. No travel related expenses shall be paid to, or on behalf of any Director; except at the annual conference the room of the President shall be paid by NACA, if the host city cannot provide a complimentary room.
ARTICLE VI
Officers
Section One.
The officers of the association shall consist of a President, President-Elect, Secretary/Treasurer, and Immediate Past President and, except for the President and Immediate Past President, shall be elected annually by the Board of Directors. The President-Elect shall be chosen by the President from the current Board of Directors and, during the Directors' meeting held prior to the end of the annual conference to elect Officers, automatically become President without nomination or vote. Newly elected Officers shall take office at the conclusion of the annual conference. These Officers shall constitute the Executive Committee of NACA.
Section Two.
In the case of any vacancy in any office for any reason, the Directors may elect a successor to hold office for the unexpired portion of the term of officers whose place shall be vacant. In the event of the vacancy of the office of President, the President-Elect shall assume the office of President and a new President-Elect shall be elected.
Section Three.
Duties of the Officers shall be as follows:
a) The President shall preside at all meetings of the Board and the membership, sign all contracts on behalf of the Association, be an ex-officio member of all committees, have general supervision of all Association affairs, appoint such committees as deemed necessary by the Directors and in the event of temporary absence of any officer, appoint from among the Board a temporary replacement for the absent officer.
b) The President-Elect shall, in the absence of the President, perform the duties of that office, preside when requested, and perform such other duties as prescribed by the President or the Board of Directors.
c) The Secretary/Treasurer shall keep minutes of all the meetings of the membership and the Directors, prepare ballots for the annual membership meeting, and present financial reports as prepared by contracted staff members. The association's checking account shall be established and maintained with the stipulation that two signatures are required on each check drafted. NACA contracted staff shall obtain an authorized audit of all financial records by a Certified Public Accountant no less than every five (5) years. During each year that is not an audit year the financial records shall be reviewed by a Certified Public Accountant.
Section Four.
No Officer shall serve in more than one office concurrently. (Refer to Article VI, Section 2 of these By-Laws.)
Section Five.
The Board of Directors, by and through a two-thirds vote of its members, shall have the power to remove any Board member and/or withdraw the vote allocated to the President-Elect or the Immediate Past President.
ARTICLE VII
Term of Office
A Director or Officer having served for one half term plus one day shall be considered to have served a full term.
ARTICLE VIII
Limitation of Authority
Members, Directors or Officers shall not have the authority to obligate or commit the National Association of Chamber Ambassadors without the specific approval of the majority vote of the Board of Directors, except as specified herein. An amount up to $250 may be expended by the Executive Director, any Board Member, or Committee Chair if it is less than an amount budgeted for that purpose or committee for that year. An amount exceeding $250 up to $1,000 may be expended with a majority vote of the Executive Committee. Any amount exceeding $1,000 that is to be expended requires a majority vote of the Board of Directors.
ARTICLE IX
Professional Contracted Staff
Section One.
The association may hire from time to time contractors as professional staff members. The President shall be empowered by the Board of Directors to represent the association during contract negotiations. The setting of salary ranges and benefits will be the responsibility of the Board of Directors. The contract(s) will be signed by the President once it has been approved by the Board of Directors. Development of job title(s) and job description(s) will be the responsibility of the Board of Directors. The contractor(s) will report to the Board of Directors on a regular schedule and be responsible for a written report as to the association status at the annual conference or as requested by the Board of Directors.
The contractor(s) will be reviewed annually by the President and/or his/her agent on contract performance and meeting the goals and objectives of the association as established by the Board of Directors. Merit or salary increases will be the responsibility of the Board of Directors based on the performance review and recommendation of the President.
Section Two.
Duties shall be specified in the staff member's contract with NACA. Additionally, those duties deemed appropriate and necessary may be assigned by the Board of Directors.
Section Three.
Compensation shall be as specified in the staff member's contract. The staff member shall be reimbursed for travel and other related expenses at a rate not to exceed the amount expended. Vehicular mileage shall be paid at the current rate allowed by the United States Internal Revenue Service.
ARTICLE X
Parliamentary Procedure
Roberts Rules of Order Newly Revised shall be the guideline for parliamentary procedure.
ARTICLE XI
Amendment
These Bylaws may be amended by majority vote of the members present at any general session of the annual conference of the membership.
ARTICLE XII
Dissolution
Upon dissolution of the corporation or winding up of its affairs, the assets of the corporation shall be distributed to charitable, religious, scientific testing for public safety, literary or educational organizations which would qualify under provision of 501©(3) of the Internal Revenue Service Code and its regulations as they may hereinafter be amended.
