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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 Myrtle Beach Area Chamber of Commerce 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 the coordinating of efforts to advance business development in order to improve the quality of life and to encourage unity in the region.

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 business, 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 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, and (E) advertising restricted, which shall include any business the Chamber Board members determine as being considered adult-oriented, including but not limited to gentlemen’s clubs, adult online sites, and stores that sell predominately adult-oriented materials.  Category E members may not purchase advertising or sponsorships for any chamber or convention and visitors bureau opportunities. 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.  Chamber dues automatically increase 2% per year, unless otherwise directed by the Board of Directors.

Section 5.  Member Representatives.  Any firm, association, corporation, partnership, entity, estate or other organization holding membership may select 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 chamber staff.

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.

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

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.  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, 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 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.

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 have staff 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. Restrictions from Board Service.  Directors may not be chosen for service on the Chamber’s board if they hold any publicly elected office.  Additionally, Directors may not be chosen for voting board service if they are an employee of a trade or business industry organization in which the MBACC currently has a contract or memorandum of understanding. This does not prohibit them from being an ex-officio board member.

Section 6. Nominating Committee.  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 Business Development Chair, Finance Review Chair, The Diversity, Equity and Inclusion Committee Chair, Marketing Committee 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.  Candidates must be members of the Chamber in good standing. 

The Nominating Committee shall have complete supervision of the election of all directors and shall act as judges in ascertaining the results.  Potential Board Nominees will be required to complete a Board of Directors application, provide a resume or biography of their professional and volunteer experience and three professional references. Finalists for positions will participate in face-to-face interviews with Nominating Committee members.  The Nominating Committee will 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 7.  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 notification shall include 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 a petition shall present additional candidates, meeting the requirements set forth herein, the names of all candidates shall be placed on the official ballot in alphabetical order to be submitted to the Board of Directors.

If no petition is filed within the designated period, the nominations shall be closed, and the nominees of the committee shall be sent to the Executive Committee and then to the Board of Directors for review and election before the end of each Fiscal Year.  In the event of a tie vote, another vote shall be taken on the candidates involved.

The Nominating Committee will notify the elected candidates with the assistance of chamber staff, and newly elected Board members shall be announced at or before the end of each Fiscal Year.

All newly elected Board members will be required to attend a Board Orientation session prior to beginning their tenure on the Chamber’s Board of Directors.

Section 8. Meeting Minutes. The Executive Assistant to the President and Chief Executive Officer will serve as Secretary to the Board of Directors.  The Executive Assistant will take minutes during each meeting and provide them to the Board of Directors for approval. 

Section 9.  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 10.  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 11.  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 12. Vacancies.  Vacancies on the Board of Directors that may occur between the regular elections shall be filled, at the discretion of the Board Chair and with approval by a majority vote of the Board of Directors.  Thought will be given to the type of business represented of the board member being replaced, so that said replacement can appropriately represent the chamber membership.

Section 13. 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 14. 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 15.  Removal of Directors.  Unless excused, any member of the Board of Directors who misses (a) three (3) regular meetings in a row and/or (b) in excess of four (4) regular 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 16. 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 and the Chief Executive Officer of the Chamber.

Section 17. Relinquishment of Position Upon Qualification as a Candidate for Public Office.  Should a board member or officer run for public office in any city, county, or other municipal corporation in Horry or Georgetown Counties, for the State of South Carolina or for the United States Congress, said Board member automatically shall relinquish his or her position and transfer to an Ex-Officio (non-voting) position upon (A) qualifying to run for the office, and until (b) the official announcement of the results of the election or (c) withdrawal by such person as a candidate for public office.  In the event the director wins or is appointed, then the director will formally resign entirely from the Board of Directors.  In the event that the director does not win or is not appointed, then the director will return to their director’s position with voting rights for the remainder of their original board term. 

Section 18.  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.  These members will be required to sign confidentiality and conflict of interest agreement.  Please see attached documents A&B.

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. 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.  The Chairman of the Board of Directors shall direct which Board members will 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 Chairman may wish to establish. The retiring Chairman of the Board shall automatically remain on the Board of Directors, whether his/her term on the Board has expired, in the office of Immediate Past Chairman.  The Immediate Past Chairman will serve in the absence of the Chairman of the Board at such times as the Chairman cannot executive his/her duties. The newly elected members of the Board of Directors and their officers shall, in meetings with holdover directors, direct staff to implement a scope of work, including an annual plan, and a budget for the ensuing Fiscal Year. The scope 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 to them, respectively, by the Chairman of the Board from time to time.

Section 3.  Chairman of the Board.  During or before the fourth quarter 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/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 his/her term as a member of the Board of Directors has expired. 

Section 4.  Chief Executive Officer.  The Chief Executive Officer of the Chamber shall hold the title of President and shall serve at the pleasure of the Board of Directors It shall be the duty of the Chief Executive Officer, as President, 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 direct the Executive Vice President of Finance to 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 IX, 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 IX 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.

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 Advocacy Council, various Area Councils, the Business Development Council, the Community Engagement Council, the Young Professionals Council, the Diversity, Equity and Inclusion Council, 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, with input from staff and other Directors.  The Chairman of the Board may remove a Committee member at any time without cause, with the approval of the Executive Committee. 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.  Reports from any Committees will be submitted to the Board of Directors following an official Committee meeting.

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.  All standing committees and councils will meet no less than four times per year.  Committee members will be given at minimum of 5 business days’ notice prior to the Committee meeting date.

Section 6. Quorum.  A majority of the members of a Committee present at any duly called Committee meeting shall constitute a quorum.

ARTICLE IX - THE EXECUTIVE COMMITTEE

Section 1. Composition. The Executive Committee shall be composed of the Chairman of the Board, Marketing Council Chair, Finance Review Chair (also known as the Treasurer), Business Development Chair, Advocacy Chair, Community Engagement Chair, Diversity, Equity & Inclusion Chair, 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.  Board members must have served a minimum of one year of their three-year term before they will be eligible to serve as an executive committee board member in any capacity, however consideration will be extended to those members who previously served a three-year term.

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 approve recommendations from the Chief Executive Officer for salary ranges and performance bonuses of all personnel, not to exceed the appropriation allocated in the annual budget by the Board of Directors.

ARTICLE X - FUNDS

Section 1.  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 2.  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; (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 goals and ideals of the Chamber.

Section 3.  Appropriation of Funds for Myrtle Beach Area Chamber of Commerce Educational Foundation.  The Board of Directors shall, through the management of the Finance Review Committee, designate funds to the Educational Foundation.  These funds may be utilized for any education initiative deemed appropriate by the Chief Executive Officer and approved by the Executive Committee.  The function and make-up for The Myrtle Beach Area Chamber Educational Foundation is 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 the Myrtle Beach Area Chamber of Commerce Education Foundation.

Section 4. 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 5. Financial Reserves. The Board of Directors shall establish and maintain contingency operating reserves at its fiscal year-end sufficient to sustain the Chamber’s operations for a period of not less than 12 months immediately following events or activities that result in the severe financial consequences for the Chamber.  Expenses include all recurring, predictable expenses such as salaries and benefits, occupancy, office, travel, program, and ongoing professional services. Depreciation, in-kind, and other non-cash expenses are not included in the calculation. Unusual expenses and capital purchases are also excluded from the calculation.

The amount of the Operating Reserves Fund target minimum as well as the Fund transactions and performance will be reviewed by the Finance Review Committee each year as early as reasonably possible after the close and financial reporting of the prior fiscal year. Findings and any recommended changes will be presented to the Executive Committee and the Board of Directors.

The Operating Reserves Fund will be recorded in the financial reports as Board-Designated Operating Reserves. The Fund will be funded and available in cash or cash equivalent instruments. The Operating Reserves Fund will be maintained in a separate bank account or investment account in accordance with investment policies and will not be comingled with the general cash and investment accounts of the organization.

The Operating Reserves Fund will be funded with surplus unrestricted operating funds. The Board of Directors may from time to time direct that a specific source of revenue be set aside for Operating Reserves. Examples may include one-time unrestricted gifts or bequests, special grants, or special appeals.

Use of the Operating Reserves requires three steps:

1.         Identification of appropriate use of Reserves funds.

The Chief Executive Officer and staff will identify the need for access to reserve funds and confirm that the use is consistent with the purpose of the reserves as described in this Policy. This step requires analysis of the reason for the shortfall, the availability of any other sources of funds before using reserves, and evaluation of the time period that the funds will be required and replenished.

2.         Authority to use Operating Reserves.

The Chief Executive Officer or Executive Vice President of Finance will submit a request to use Operating Reserves to the Treasurer and the Finance Review Committee. The request will include the analysis and determination of the use of funds and plans for replenishment. The organization’s goal is to replenish the funds within a reasonable amount of time to restore the Operating Reserves Fund to the target minimum amount. The Finance Review Committee will approve or modify the request and submit the request to the Executive Committee of the Board of Directors for final approval.

3.         Reporting and Monitoring.

The Chief Executive Officer and Executive Vice President of Finance will be responsible for ensuring that the Operating Reserves Fund is maintained and used only as described in these bylaws. Upon approval for the use of any of the funds, the Chief Executive Office and Executive Vice President of Finance will maintain records of the use of funds and plans for replenishment. They will provide regular reports to the Finance Review Committee of progress restoring the Fund to the target minimum amount.  In turn, this will be report to the Executive Committee and Board of Directors.

This Policy will be reviewed every other year at minimum by the Finance Review Committee, or sooner if warranted by internal or external events or changes. Modifications to the Policy will be recommended to the Executive Committee and then sent to the Board of Directors for approval.

Section 6. Contracts.  The Board of Directors, at the recommendation of the Chief Executive Officer, may authorize chamber staff to con­tract 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 7. 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 XI - 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 XII - 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.

Affiliated organizations include, but are not limited to, South Carolina Hall of Fame, National I-73/I-74 Association, South Carolina I-73/I-74 Association, Myrtle Beach Area Hospitality Association, South Carolina Restaurant and Lodging Association, Golf Tourism Solutions and the Grand Strand Business Alliance.

ARTICLE XIII - 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 "B", 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.  Once per year the Leadership Grand Strand Chair and the Executive Director of the program will be required to appear before the Chamber’s Board of Directors to give an update on the program.

ARTICLE XIV – FISCAL YEAR

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

ARTICLE XV - 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 XVI - 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 shall be provided at least ten (10) days prior to the meeting at which such amendments are to be voted upon.

ARTICLE XVII - 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
December 9, 2016
January 16, 2018
February 24, 2021
March 23, 2022

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South Carolina Women’s Basketball Coach Dawn Staley to Present the Keynote Address at Ignite Women’s Conference

The Myrtle Beach Area Chamber of Commerce (MBACC) is thrilled to announce that Dawn Staley, head coach of the University of South Carolina women’s basketball team, will be the keynote speaker for the first-ever Ignite Women’s Conference. Staley will participate in a moderated Q&A luncheon as well...

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Hurricane Ian Updates

MBACC is working closely with Horry County Emergency Management in tracking Hurricane Ian.