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MBACC Amended and Restated Bylaws

ARTICLE I - NAME AND LOCATION

Section 1.  Name.  The name of this corporation shall be the Myrtle Beach Area Chamber of Commerce (the "Chamber").

Section 2. Principal Office.  The principal office of the Chamber shall be situated in the City of Myrtle Beach, with such branch offices as may be designated by the Board of Directors.

Section 3.  Registered Office.  The registered office of the Chamber required by the South Carolina Nonprofit Corporation Act of 1994 to be maintained in the State of South Carolina may be, but need not be, identical with the principal office of the Chamber, and the address of the registered office may be changed from time to time by the Chamber. 

ARTICLE II - MISSION

The mission of the Chamber is to provide community leadership in the promotion of economic development, including tourism. Accordingly, the Chamber will effectively involve itself in the governmental and political arena and in the coordinating of efforts to advance business development in order to improve the quality of life and to encourage unity in the region, and to do all things necessary or convenient, and not inconsistent with law, to further this mission.  

ARTICLE III - LIMITATION OF METHODS

The Chamber shall observe all local, state and federal laws which apply to a non-profit "chamber of commerce" organization as defined in Section 501(C)(6) of the Internal Revenue Code.  Furthermore, the Chamber shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code").  No part of the net earnings of the Chamber shall inure to the benefit of, or be distributed to its members (if any), trustees, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Chamber’s mission as set forth above in Article II.  The Chamber shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(6) of the Code, or any corresponding section of any future federal tax code applicable for the United States of America.

ARTICLE IV - MEMBERSHIP

Section 1.  Eligibility for Membership.  Any reputable business firm, individual, corporation, association, partnership, entity, estate, or other organization having an interest in the above mission shall be eligible to apply for membership but any such approval for membership shall be determined solely as provided herein.  

Section 2.  Application for Membership and Approval of New Members.  Application for membership in the Chamber shall be in such form and shall provide such information as the Board of Directors shall require, and acceptance of applicants to active membership in the Chamber shall be subject to and on such terms as the affirmative majority vote of the Board of Directors shall determine in its sole and absolute discretion from time to time. 

Section 3.  Classes of Membership.  There shall be five classes of membership: (A) Business and (B) Individual, which shall both have full membership privileges, including the right to vote (business and individual members collectively referred to as, "Voting Members"),  (C) honorary and (D) restricted, which shall both be non-voting memberships and have such other limited membership privileges as determined from time to time by the Board of Directors ("Non-Voting Members"), and (E) Affiliate, which shall be non-voting membership and have limited membership privileges limited to communications and attendance at some events.  The Board of Directors may from time to time establish additional classes of membership having full or restricted membership privileges.

Section 4.  Member Dues.  The annual dues of membership in the Chamber shall be fixed by the Board of Directors and shall be payable in advance or in such other installments or for such other periods as the Board of Directors may from time to time determine.

Section 5.  Member Representatives.  Any firm, association, corporation, partnership, entity, estate or other organization holding membership may nominate by written notice to the Board of Directors an individual whom the holder desires to execute such holder's membership privileges and shall have the right to change its membership representative upon written notice to the Board of Directors.

Section 6.  Member Voting.  Each Voting Member representative shall be entitled to cast one (1) vote on any referenda, question or matter submitted to the membership, including the election of directors.

Section 7.  Resignation of Members.  Any member may resign from the Chamber upon written notice to the Board of Directors. 

Section 8.  Expulsion of Members.  Any member may be expelled by the Board of Directors by a 2/3 vote of the Board of Directors for (i) for nonpayment of dues after ninety (90) days from the due date, or (ii) conduct unbecoming a member or prejudicial to the aims or repute of the Chamber or for such other reason as the Board of Directors shall determine in its sole and absolute discretion, but, in any case, only upon not less than fifteen (15) days’ prior written notice of such expulsion is provided to such member containing the reasons for such expulsion and an opportunity for a hearing before the Board of Directors is afforded to such member complained against but in no event shall such a hearing have any impact on the Board of Directors vote of expulsion.   

Section 9.  Eligibility to Vote.  No member whose dues are in arrears shall be eligible to vote on any question submitted to the membership or for the election of officers or directors.  The Board of Directors shall implement those procedures necessary to ensure that any votes by such persons are not counted.  

ARTICLE V – MEETINGS OF MEMBERS

Section 1. Regular Member Meetings.  The Board of Directors may provide for holding membership meetings whenever such meetings may be considered necessary or desirable, provided that membership meetings shall be held at least once annually.

Section 2.  Special Member Meetings.  The Board of Directors shall call a special membership meeting upon the request of the Chairman of the Board of Directors or the Chief Executive Officer, or upon the receipt of a petition signed by at least ten percent (10%) of the then current Voting Members of the Chamber.

Section 3.  Annual Member Meeting.  The annual meeting of the Chamber members shall be held on a date and at a location determined by the Board of Directors.

Section 4. Quorum.  At least the lesser of ten percent (10%) of the then current Chamber membership in good standing, or one hundred fifty (150) Chamber members in good standing, shall constitute a quorum at any regular or special meeting of the Chamber members.

Section 5.  Notice.  Notice of both regular and special meetings shall be given to each member by mailing notice to the last-known address no fewer than ten (10) days, nor more than sixty (60) days, in advance of the meeting containing the place, date and time of such meeting.  In the event that a special meeting of the members is called, such notice shall also contain a general description of the matter for which the meeting is called.

Section 6.  Waiver of Notice.  Except as otherwise provided by law, whenever any notice is required to be given to any member of the Chamber under the provisions of the South Carolina Code, or under the provisions of the Articles of Incorporation of the Chamber or these Bylaws, a waiver thereof in writing, signed by the member, or representative of such member, entitled to such notice, whether before or after the time stated therein, and delivered to the Chamber for inclusion or filing with the minutes or corporate records, shall be equivalent to the giving of such notice.

ARTICLE VI - BOARD OF DIRECTORS

Section 1.  Board Duties.  The governance of the Chamber, the direction of its work, and the control of its property shall be vested in a Board of Directors (sometimes referred to herein as, the "Board"). The Board of Directors may from time to time adopt rules or policies for conducting and regulating the business of the Chamber. The Board of Directors shall submit in writing a full report of the work and finances of the Chamber after the completion of the Fiscal Year (as defined in Article XV hereof).

Section 2. Time of Election.  To the extent that there are vacancies, newly nominated Board of Directors shall be elected by the then existing Board of Directors for membership prior to the end of each Fiscal Year.

Section 3.  Number and Term.  The total number of elected Chamber Board of Directors shall consist of no less than twenty-four (24).  Approximately fifty percent (50%) of the Chamber Board of Directors positions shall come from the Chamber’s general membership and as further described in Section 5 below (the “Chamber Directors”) and approximately fifty percent (50%) shall come from and be current active members in the Myrtle Beach Area Convention and Visitors Bureau (the "CVB") as described herein and as determined by the CVB (the "CVB Directors").  The CVB Directors are also commonly referred to herein as the “Marketing Council.”  The Executive Committee, working with the approval of the Board of Directors, shall have the authority to add additional Chamber Board of Director positions on such terms and conditions as it deems appropriate and necessary from time to time. However and to the extent reasonably possible, the total number of Chamber Board of Director positions shall always be equally divided between Chamber Directors and CVB Directors.  

The Chamber Directors and the CVB Directors collectively make up the Chamber Board of Directors and are hereafter collectively referred to herein as the "Board of Directors" for the Myrtle Beach Area Chamber of Commerce.  Each Chamber director shall serve a three (3) year term or such other term as the Chamber Board of Directors shall determine in its sole and absolute discretion from time to time. After serving two (2) consecutive terms, Board of Directors must take at least a one (1) year absence before being eligible to serve on the Board of Directors again unless the Board of Directors affirmatively votes otherwise. 

Until such time as Chamber Board of Directors votes to change the current three (3) year term for Board Directors, the terms of the Board of Directors shall be staggered in such a manner that the terms of approximately one-third (1/3) of the Board of Directors shall expire each year.  Therefore, each year approximately eight (8) directors shall be elected to succeed those Board of Directors whose terms expire during such year.  Each director shall be selected as provided for herein. Any necessary extensions or shortened term periods that are necessary or required because of changes to the term for Board of Directors, changes to the Fiscal Year or for any other reason appropriately approved by the Chamber Board of Directors, shall be within the sole and absolute authority of the Chamber Board of Directors after an affirmative majority vote by the Chamber Board of Directors.

Section 4. Compensation of Directors.  Directors are volunteers and do not receive compensation for their work as members of the Board of Directors.  Directors will be reimbursed for necessary and reasonable expenses incurred directly as a result of Chamber business.

Section 5. Nominating Committee.  

A.  Chamber Directors.  A Nominating Committee shall be appointed by the Chairman of the Board and approved by a majority vote of the Board of Directors. The appointment of committee members shall be made at a date which will allow the committee adequate time to fulfill its responsibilities prior to the end of each Fiscal Year. The Immediate Past Chairman of the Board shall serve as Chairman of the Nominating Committee. In the event the Immediate Past Chairman is unable to serve, the Chairman shall, with the approval of the Board of Directors, appoint a member of the Board to serve as Chairman. The Nominating Committee shall be composed of the Nominating Committee Chair, two former Board Chairs, the Chairman-elect of the Board, the Area Council Chairs, the Marketing Council Chair and three members-in-good-standing who are not currently members of the Board.  The Nominating Committee shall nominate one (1) candidate for each expiring Chamber Director term on the Board.  Nominees shall be chosen for their leadership ability and for the talents and expertise which they may bring to the Chamber. Additionally, recognizing that the Chamber is an inclusive organization serving a diverse array of individuals and organizations, the Nominating Committee shall consider the current makeup of the membership, seeking a representative balance with the makeup of the board. 

The Nominating Committee shall have complete supervision of the election of all directors and shall act as judges in ascertaining the results.  The Nominating Committee may require candidates to sign pledges or make other similar commitments indicating their willingness to serve and to dedicate the time necessary to the fulfillment of their duties in the event they are elected to the Board of Directors.


Section 6.  Manner of Election.  The report of the Nominating Committee (which shall include recommendations for both Chamber Director and CVB Director open positions as described above) shall be completed prior to the end of the Fiscal Year. Upon receipt of the report, the CEO shall notify the membership of the names of persons nominated as candidates for directorships. The same mailing shall include notification of the right to nominate candidates by petition bearing the genuine signatures of at least ten percent (10%) of the then current Chamber members in good standing.  Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated by the Nominating Committee. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.

If no petition is filed within the designated period, the nominations shall be closed, and the nominees of the committee shall be declared elected by the Board of Directors at the end of each Fiscal Year.

If a legal petition shall present additional candidates, the names of all of the candidates shall be placed on the official ballot in alphabetical order to be submitted to the membership. Identification shall be made on the ballot of those candidates nominated by the Nominating Committee. The Chief Executive Officer shall mail a copy of the ballot to all Voting Members in good standing prior to the end of the Fiscal Year, and such ballot shall inform the Voting Members that they may cast their vote by delivering or mailing the ballot to the Chamber and that it must arrive within the specified time in order to be counted. The applicable Nominating Committee will notify the elected candidates, and newly-elected Board members shall be announced at or before the end of each Fiscal Year. Elected candidates shall be those receiving the highest number of votes for the seat(s) available in each geographic area.  A candidate must be a member of the Chamber in good standing.  In the event of a tie vote, another vote shall be taken on the candidates involved.

Section 7.  Regular Meetings of Board.  The Board of Directors shall meet not less frequently than once a quarter, at such time and place as determined by the Board of Directors in its sole and absolute discretion.

Section 8.  Special Meetings of Board.  A special meeting of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or by the signed written request of at least ten (10) current Board of Directors. 

Section 9.  Notice.  At least twenty-four (24) hours' prior written notice of each special meeting shall be given to each director stating the date, time and place of such special meeting.  At any meeting where the Board shall vote to remove a director or expel a member, at least seven (7) days' prior written notice shall be given to each director stating that the removal or expulsion is to be considered at such meeting.  

Section 10. Vacancies.  Vacancies on the Board of Directors that may occur between the regular elections shall be filled by a majority vote of the Board of Directors.

Section 11. Quorum.  A majority of the then current members of the Board of Directors present at a duly noticed meeting shall constitute a quorum at any meeting of the Board of Directors.

Section 12. Informal Action by Directors.  Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting by the unanimous written consent of the Board of Directors.

Section 13.  Waiver of Notice.  Except as otherwise provided by law, whenever any notice is required to be given to any Director of the Chamber under the provisions of the South Carolina Code, or under the provisions of the Articles of Incorporation or Bylaws of the Chamber, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, and delivered to the Chamber for inclusion or filing with the minutes or corporate records, shall be equivalent to the giving of such notice.

Section 14.  Removal of Directors.  Unless excused, any member of the Board of Directors who misses (a) three (3) regular monthly meetings in a row and/or (b) in excess of four (4) regular monthly meetings during a twelve-month period shall be automatically removed from the Board of Directors unless a majority of the Board of Directors affirmatively vote otherwise .  Further, a director shall be removed from the Board of Directors for actions reflecting discredit or embarrassment on the Board of Directors and/or the Chamber or for other actions that the Board of Directors deem inappropriate or unbecoming of a Director upon the majority vote of the Board of Directors.  A removed director may appeal the removal to the Board of Directors and can be reinstated only by the unanimous approval of the Board of Directors at a duly held and noticed meeting. 

Section 15. Resignation of Directors.  A director may resign from the Board of Directors at any time by giving written notice of such resignation to the Chairman of the Board of Directors or the Chief Executive Officer of the Chamber.

Section 16.  Assumption of Office.  Newly-elected members of the Board of Directors and newly-elected Officers will assume office at the beginning of the next Fiscal Year.

Section 17.  Acceptance and Appropriation of Funds.  The Board of Directors may establish special subscriptions or appropriations for specific activities. They may also accept funds for specified programs. Subscriptions and/or appropriations may vary in order to provide equitable support of programs that enhance the economy of the region and the mission of the Chamber.

Section 18.  Appropriation of Funds for Charitable, Commercial, Social, Patriotic, Civic or Other Purposes.  The Board of Directors shall make no appropriations of funds to charitable, commercial, social, patriotic, civic or other organizations, except under the following circumstances: (1) payment of the Chamber's own dues for memberships it holds in such organizations; (2) payments of dues to other organizations whereby a membership is deemed necessary by the Board of Directors; (3) payment of fees necessary for the purpose of the pursuit of the Chamber's work, and (4) payment of fees and expenses to publicize the market area and promote the objects and ideals of the Chamber.

Section 19.  Ex-Officio Members.  The Board of Directors may appoint as many ex-officio members as it deems advisable. These ex-officio members shall be eligible to attend all Board of Directors meetings and participate in discussions and other activities of the Board of Directors.  However, they shall not have voting power as held by the elected Chamber directors.

Section 20. Accounting Method and Financial Management.  From time to time, the Board of Directors shall establish the accounting method and Fiscal Year used by the Chamber and designate the financial institution to be used for all Chamber funds. The Board of Directors shall determine and provide for the preparation of audited annual financial statements and make such statements generally available to the Chamber membership. 

Section 21. Voting Procedures.   The Board of Directors shall take action at an official meeting with a quorum by vote of a simple majority.  Simple majority is based upon the number of Directors in attendance at the time of the vote.  Fifty percent (50%) of the Directors present plus one Director is the simple majority, ensuring that more than half of the Directors in attendance concur with the decision.  If such a vote shall result in a tie, the vote of the Chairman, or the applicable officer presiding over such meeting, shall break the tie.  

The Board of Directors may also take action between meetings using written ballots submitted in person to the Chamber, via fax or email.  

ARTICLE VII - OFFICERS

Section 1.  General.  After the new Board members are elected but prior to the beginning of the ensuing Fiscal Year, the newly-elected Board of Directors, including holdover Directors and new Directors, shall meet and nominate officer candidates to serve the following offices for one (1) year terms for the ensuing Fiscal Year:  Committee Chairs (as defined in Article VIII herein), the Marketing Council Chair, and Treasurer (also commonly referred to herein as the “Finance Review Committee Chair”) as well as any other applicable officer positions that the Board of Directors affirmatively vote by a majority of the then present Directors to establish.  If the number of nominees for any office exceeds one, the newly-elected Board of Directors will vote by secret ballot and the officer shall be determined by a plurality vote.  A Board member may not be elected an officer unless s/he has served on the Board of Directors during the current fiscal year or has served on the Board of Directors within the past five (5) Fiscal Years.  The retiring Chairman of the Board shall automatically remain on the Board of Directors, whether or not his or her term on the Board has expired, in the office of Immediate Past Chairman. The newly-elected members of the Board of Directors and their officers shall, in meetings with holdover directors, implement a "Program of Work" and a budget for the ensuing Fiscal Year. The Program of Work and the budget must be approved prior to the beginning of the Fiscal Year.

Section 2.  Duties.  The duties of the officers shall be such as their titles, by general usage, would indicate, and such as are required by law, and such as may be assigned them, respectively, by the Board of Directors and the Chairman from time to time.

Section 3.  Chairman of the Board.  Before the end of the Fiscal Year, the Board shall elect one of the members of the Board to the office of Chairman-Elect. The Chairman-Elect shall assume this office in addition to his or her service as Director and/or officer as of the first day of the next Fiscal Year.  The Chairman-Elect shall assume the Chairmanship at the beginning of the next Fiscal Year, whether or not his or her term as a member of the Board of Directors has expired.  Once the Chairman-Elect has been elected by the Board, s/he will serve in the absence of the Chairman of the Board during the remainder of the then current Fiscal Year. 

Section 4.  Chief Executive Officer.  The Chief Executive Officer of the Chamber shall hold the titles of President and Secretary and shall serve at the convenience of the Board of Directors (the "Chief Executive Officer"). It shall be the duty of the Chief Executive Officer, as President, Chief Executive Officer and Secretary of the Chamber, to (a) conduct the official correspondence and communication of the Chamber, (b) preserve and protect Chamber property, including documents and communications, (c) execute binding  agreements, contracts and other legal documents on the Chamber’s behalf,  (d) maintain accurate records of the proceedings of the Chamber, the Board of Directors and all committees, and (e) oversee and/or initiate the hiring, management and, when necessary, the termination of Chamber employees in accordance with prevailing state and federal laws and Chamber policy. The Chief Executive Officer shall submit a financial statement for audit after the close of each Fiscal Year. The Chief Executive Officer shall perform such duties as may be incident to the office, subject to the direction of the Board of Directors. Upon leaving office, the Chief Executive Officer shall deliver to the Board of Directors all books, papers and property of the Chamber.

Section 5.  Resignation and Removal of Officers.  An officer may resign at any time by delivering written notice of such resignation to the Board of Directors.  The Board of Directors, by majority vote, may remove an officer at any time with or without cause.

ARTICLE VIII - COMMITTEES

Section 1. Committee Duties.  Except for the Executive Committee discussed in Article X, the Board of Directors shall have the discretion to create, dissolve, authorize and define the duties and powers of all committees, councils, bureaus, task forces, divisions, or other ad hoc committees (collectively referred to herein as “Committees”).  The Board of Directors shall also determine whether such Committee Chairs shall be included as Officers of the Chamber and therefore, members of the Executive Committee as discussed in Article VIII and Article X herein.  All Committees shall have any applicable and necessary policies and procedures it determines are reasonable and necessary but all such policies and procedures shall be consistent with those of the Chamber and approved of in writing by the Board prior to their being effective with respect to the applicable Committee.

Section 2. Types of Committees.  In addition to the Executive Committee, the Chamber shall have (1) a Nominating Committee, as provided for in Article VI hereof, and may have (2) such other Committees, as the Board of Directors determines are necessary and appropriate from time to time, including but not limited to the Myrtle Beach Area Convention and Visitors Bureau (the “CVB” which is governed by the “Marketing Council”), the Legislative Policy Council, various Area Councils, the Membership, Programs and Services Committee, and the Finance Review Committee.  

Section 3. Appointment and Removal of Committee Members.  The Chairman of the Board shall appoint all Committee Chairs and all members of the various Committees.  The Chairman of the Board may remove a Committee member at any time without cause, subject to prior approval by a majority vote of the Board of Directors.  The Chairman may add new members to a Committee or task force at any time during the fiscal year as s/he deems appropriate and advisable.

Section 4. Authority.  It shall be the function of the Committees to investigate and make recommendations. Except with respect to the Executive Committee as discussed herein, no Committee, standing or special, shall have the authority to commit the Chamber financially or on any matter of general policy unless such authority has been specifically granted to that Committee by the Board of Directors.

It is the intent of this section to provide that Committees shall have the authority to decide matters of interest to such Committees only and to recommend to the Board of Directors for decision all matters affecting the community or Chamber as a whole and all matters requiring financial support other than that budgeted for specific projects of such Committees.  Both majority and minority reports from any Committees may be submitted to the Board of Directors.

Section 5. Committee Meetings.  Meetings of Committees may be called at any time by the Chairman of the Board of Directors or by the chair of the applicable Committee.

Section 6. Quorum.  A majority of the members of a Committee present at any duly called Committee meeting shall constitute a quorum, unless a Committee has more than nine (9) members in which case five (5) Committee members present at any duly called Committee meeting shall constitute a quorum.  

ARTICLE IX - LEADERSHIP GRAND STRAND

Section 1. General.  The Board of Directors hereby acknowledges a special program of the Chamber, known as Leadership Grand Strand.  The function and make-up of Leadership Grand Strand are as established in its Bylaws, a copy of which is attached hereto as Exhibit "A", which the Board of Directors hereby adopts as the true and correct governing bylaws of Leadership Grand Strand. 

Section 2. Responsibility to Chamber Board of Directors.  The Chair of the Leadership Grand Strand Board of Regents shall be responsible to the Chamber’s Board of Directors in the same manner as Committee Chairs as identified in Article VIII hereof.

ARTICLE X - THE EXECUTIVE COMMITTEE

Section 1. Composition. The Executive Committee shall be composed of the Chairman of the Board, the applicable Committee Chairs (as discussed and determined in Article XIII, Section 1., herein but specifically including the Marketing Council Chairman), the Treasurer, the Immediate Past Chairman of the Board and the Chief Executive Officer. The Chief Executive Officer shall be a non-voting member of the Executive Committee and shall also serve as secretary to the Executive Committee. The Chairman-Elect, if not already a member of the Executive Committee, shall become a member of the Executive Committee with full voting rights. If the Chairman-Elect already holds one of the above offices, he or she shall serve in a dual capacity, but shall be restricted to casting only one vote on matters coming before the Executive Committee.

Section 2. Executive Committee Duties.  The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session and such Executive Committee action shall bind the Chamber and the Board of Directors, but the Executive Committee shall be accountable to the Board of Directors for its actions.  The Executive Committee will oversee the performance of the Chief Executive Officer and determine the applicable employment terms and salary of the Chief Executive Officer as it deems appropriate and necessary from time to time.  It shall have general charge of the finances and property of the Chamber, shall have authority to order disbursements for necessary expenses, and may grant to any Committee a reasonable amount of authority or money for special work, provided such amount does not exceed the budgeted allowance for such work as previously approved by the Board of Directors.  Any disbursement ordered by the Executive Committee that exceeds the budgeted allowance for such work must be approved by the Board of Directors.  The Executive Committee may refer matters brought before it to the proper standing Committee, which it may designate, or to the Board of Directors.

Section 3. Responsibility for Salary Ranges. It shall be the responsibility of the Executive Committee to establish salary ranges of all personnel, not to exceed the appropriation allocated in the annual budget by the Board of Directors.

ARTICLE XI - CONTRACTS AND LOANS

Section 1. Contracts.  The Board of Directors may authorize any officer or officers or agent or agents to enter into any con¬tract or execute and deliver any instruments in the name and on behalf of the Chamber, and such authority may be general or confined to specific instances.

Section 2. Loans. Except for loans which are incurred in the ordinary course of business, no loans shall be contracted on behalf of the Chamber and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

ARTICLE XII - INDEMNIFICATION

Section 1.  Authority.  The Chamber shall, to the fullest extent permitted by the South Carolina Business Nonprofit Corporation Act of 1994 (as amended from time to time), indemnify all persons whom it may indemnify pursuant thereto so long as such persons have conducted themselves in good faith and reasonably believed their conduct not to be opposed to the Chamber's best interests.  

Section 2.  Insurance.  The Chamber may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Chamber who, while a director, officer, employee or agent of the Chamber, is or was serving at the request of the Chamber as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against liability asserted against or incurred by him in that capacity or arising from his status as such, whether or not the Chamber would have the power to indemnify him against the same liability under Sections 33-31-851 and 33-31-852 of the South Carolina Nonprofit Corporation Act of 1994 (as amended from time to time).  

ARTICLE XIII - REFERENDA

Section 1.  General.  Upon written request by at least ten percent (10%) of the then current Chamber membership in good standing, the Board of Directors shall, or upon its own initiative may, submit a question by mail to the membership for a referendum vote. The Board of Directors shall deliver a written ballot by mail to each Voting Member.  The ballot for the referendum vote shall set forth each proposed action to be voted on in the referendum, the votes needed to approve each proposed action and the time by which a ballot must be returned in order to be counted.  Each ballot shall also be accompanied by briefs stating arguments for both sides of the proposed action. When so stated in the written request, action taken thereon by the membership shall be final and shall bind the Board of Directors.

Section 2. Return of Ballot. A referendum submitted to the membership shall be returned to the Board of Directors within five (5) days from the date of mailing.  A submitted written ballot may not be revoked for any reason.

ARTICLE XIV - AFFILIATED ORGANIZATIONS

The Board of Directors shall have the power to provide for the affiliation of organizations with the Chamber in such manner and upon such terms as may be determined by the Chamber's Board of Directors, provided that no such affiliation shall confer upon non-members the general privileges of membership of the Chamber.  Such relationships and affiliations are commonly referred to by the Chamber as affiliated, related, sister, and partner organizations.

ARTICLE XV – FISCAL YEAR

The fiscal year of the Chamber shall end on the 31st day of December of each year (the "Fiscal Year").

ARTICLE XVI – NOTICE

Any notice required to be given pursuant to the provisions of these Bylaws or South Carolina law, may be communicated by mail, facsimile or email communication, and shall be effective at the earliest of the following:  (A) when received; (B) five (5) days after deposit in the US mail, if correctly addressed and first-class postage affixed, (C) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested; or (D) fifteen (15) days after deposit in US mail, if correctly addressed and other than first-class, registered, or certified postage is affixed.

ARTICLE XVII - PARLIAMENTARY PROCEDURE

The proceedings of the Chamber meetings shall be governed by and conducted according to these bylaws and the latest edition of Robert’s Rules of Order.  However and if a conflict arises between these bylaws and the latest edition of Robert’s Rules of Order, these bylaws shall prevail.

ARTICLE XVIII - AMENDMENTS

These bylaws may be amended or altered by a (2/3) vote of the Board of Directors, or, in the event the proposed amendment or alteration requires the consent of the members under South Carolina law, by a majority vote of the Voting Members present at a meeting at which a quorum exists.  Any proposed amendments or alterations shall be generally described in the notice of meeting to the Board of Directors and/or the members, whichever is applicable, and shall be provided at least ten (10) days prior to the meeting at which such amendments are to be voted upon. 

ARTICLE XIX - DISSOLUTION

The Chamber shall use its funds only to accomplish the objects and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed to members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Amendment History:
Originally Adopted:
October 15, 1993

Amendments:
October 15, 1996
November 19, 1996
July 20, 1999
May 15, 2001
February 19, 2002
April 19, 2005
January 20, 2009
September 15, 2009
September 18, 2012
July 21, 2015
December 11, 2015