Chamber By-Laws

ARTICLE A - NAME AND TYPE OF ORGANIZATION

Section 1 - Name

The name of this organization shall be: Hemet/San Jacinto Valley Chamber of Commerce.

Section 2 - Non-Profit

The Chamber of Commerce will be operated within the State of California as a non-profit corporation as defined under the Internal Revenue Code #501(C)6.

ARTICLE B - OBJECT

The Hemet/San Jacinto Valley Chamber of Commerce is organized for the purpose of advancing the commercial, industrial, civic and general interest of its members.

ARTICLE C - OFFICE LOCATION

Section 1 - Principal Office

The principal office for the transaction of business for the corporation shall be located within either the City of Hemet or the City of San Jacinto, California, in a location to be determined from time to time by the Board of Directors.

Section 2 - Visitor Center/Division Offices

Visitor Centers and Division Offices may be established by the Board at any place or places within the established service area.

ARTICLE D - LIMITATION OF METHOD

Section 1 - Political Activities

The Chamber shall abide by all laws pertaining to a non-profit mutual benefit corporation=s involvement in political activities established by the Internal Revenue Code, the State of California and the Fair Political Practices Commission.

Section 2 - Disposition of Funds

No funds collected by this corporation shall accrue to the personal benefit of any individual except as authorized by the Members or the Board of Directors; or for items such as salaries and legitimate expenses of the President/CEO of the Corporation and such other assistance or clerical personnel as the Board deems necessary.

ARTICLE E - MEMBERSHIP

Section 1 - Eligibility

Any person, association, corporation, partnership, or estate interested in fostering the objectives, mission, and purposes of the Chamber and whose membership would not adversely affect the legal or tax standing of the Chamber may apply for membership in the Chamber of Commerce.

Section 2 - Establishment of Membership

After acceptance of the membership application by the Chamber President/CEO, the applicant shall become a member by payment of dues then in effect. The member shall be notified upon the activation of said membership.

Section 3 - Multiple Memberships

Any person, firm, association or corporation eligible to membership may acquire more than one membership by undertaking to pay the annual dues of each such membership. Those holding multiple memberships must designate separate individuals to represent each such membership. Those so designated are subject to the approval of the Chamber Board of Directors.

Section 4 - Multiple Membership Voting

Any person, firm, association or corporation holding more than one membership shall be entitled to cast only one vote per membership. Individuals who have been designated to represent said additional memberships will vote as individual members. Only one representative from any firm, association or corporation holding more than one membership is eligible for nomination and/or election to the Board. At no time may representatives from the same company holding more than one membership serve overlapping terms of office on the Chamber=s Board of Directors.

Section 5 - Change of Membership Representative

Any person, firm, association or corporation holding one or more memberships shall have the right, at any time, to change any or all of its representatives upon written notice to the Chamber of Commerce. Such change of representative will not necessarily terminate the term of office of any individual elected to the Chamber Board of Directors even though said individual may no longer represent the same company.

Section 6 - Honorary Membership

Distinction in within the community or this Chamber of Commerce shall confer eligibility to honorary membership. Honorary membership shall include all of the privileges of active membership with the exception of paying dues and holding office. Election to honorary membership shall require the affirmative vote of a majority of the Board of Directors. Honorary membership may be revoked by the Board of Directors at any time.

Section 7 - Termination of Membership

A) Membership is issued for a period of one year and shall expire when such period of time has elapsed unless the membership is renewed within the grace period established from time to time by the Board. CA CC 7340 (c)

B) Members may be expelled by the Board of Directors but must be notified of the pending action, and the reasons therefore, at least 15 days prior to the date the action will be taken. No member may be expelled without the opportunity of a hearing, orally or in writing, before the Board of Directors at a proposed time and place at least five (5) days before the action is to become effective. CA CC 7341 (c) (2), (3) A three-fourths (3/4) vote of all Directors present shall be necessary to expel a member.

Section 8 - Rights of Termination

The death, resignation, or expulsion of a member shall terminate membership. The death, resignation, or expulsion of a member shall work a forfeiture of all interest of the member in and to the property of the corporation, and the member shall thereafter have no right thereto or any part thereof. The resignation of any member shall not relieve the member from any obligations incurred as a consequence of membership but shall work a forfeiture of all interest in any assets of the corporation. CA. CC 7340 (b) The substitution of a new assignee for the holder of a plural membership shall in no case terminate the particular membership.

ARTICLE F - MEMBERSHIP MEETINGS

Section 1 - Time of Meeting

The Board of Directors may provide for holding membership meetings whenever it may be considered necessary or desirable.

Section 2 - Meeting by Petition

The Board of Directors shall call a membership meeting upon petition signed by not less than five percent (5%) of the general members.

Section 3 - Time of Annual Meeting

The Annual Meeting of the Chamber shall be held near the end of the fiscal year on a date determined by the Board of Directors.

Section 4 - Quorum Membership Meetings

At all membership meetings one third of the voting power constitutes a quorum. Calif. CC 7512 (a)

Section 5 - Notice of Meeting

Notice of Annual Meetings shall be given to each member in person, or by mailing such notice to the member at his or her last known postal address or residential address as indicated by the Chamber of Commerce records. Such notice must be mailed at least ten (10) days prior to the date of the meeting, twenty (20) days if mailed by other than first class mail.

ARTICLE G - BOARD OF DIRECTORS

Section 1 - Time and Notice of Board Meetings

Meetings of the Board of Directors (to be known as ARegular Meetings@) shall be held at least quarterly at a time and place fixed by the Board. Regular meetings may also be held, but are not required to be held, at the time of General Membership Meetings. Special meetings of the Board may be called by the Chairman of the Board or any four (4) Directors upon 4 days notice by first class mail or upon forty-eight (48) hours notice delivered personally or by telephone in conformance with California CC 7211 (a) (1 and 2). Any action required or permitted or to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to such action.

Section 2 - Powers of the Board

Subject to limitations of the California Non-Profit Mutual Benefit Corporation law and any other applicable laws, and subject to the limitations contained in the Corporation=s Articles and these By-laws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or persons, or committees however composed, provided that the activities and affairs of the corporation shall be exercised under the ultimate direction of the Board.

The Board shall have the following powers in addition to the other powers enumerated in these By-laws:

(A) To select and remove all officers, agents and employees of the corporation, prescribe powers and duties for them as may be consistent with law, the Articles, and these By-laws; fix their compensation and, if deemed necessary, may require from them security for faithful service.

(B) Conduct, manage, and control the affairs and activities of the corporation and to make such rules and regulations therefore which are consistent with law, the Articles and these By-laws.

(C) Adopt, make and use a corporate seal and to alter the form of such seal from time to time.

(D) Borrow money and incur indebtedness for the purpose of the corporation and cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefore. Any borrowing will require a two-thirds (2/3) majority vote of the Board of Directors.

Section 3 - Time of Election of Directors

The election of Directors shall be held annually at such time as the Board of Directors may decide. Each year five (5) directors shall be elected and 1 representative for each division may be appointed.

Section 4 “ Number of Directors and their Terms

The Chamber shall have 15 Directors elected by the membership who shall have the authority to appoint 1 representative for each division to a one year term. Each elected director's term shall be for a period of three years. An elected director who has completed the second of two (2) full consecutive three year terms shall not be eligible for re-election for one (1) year.

Section 5 - Voting Method

Voting shall be by ballot and only members in good standing may vote.

Section 6 - Nomination

At a regular meeting of the Board of Directors, the Board shall appoint a Nominating Committee. The Nominating Committee shall have five (5) members. Two (2) shall be selected from the general membership. The duties of the Nominating Committee shall be to make ten nominations to the Board at the regularly scheduled general membership meeting. Nominations may be made from the floor but all nominations, including the Committee nominations presented to the Board, must be members in good standing of the Chamber and must have the prior consent of those nominated. The Nominating Committee shall file the list of the ten Board approved nominees with the President/CEO not later than fifteen (15) days before the election.

Section 7 - Ballot Distribution and Return

The President/CEO shall cause the names of all candidates to be placed on the official ballot in alphabetical order. All ballots shall be mailed to all members of the Chamber not later than ten (10) days prior to the date of the annual election. An envelope plainly marked BALLOT and bearing the Chamber office address shall be enclosed with each ballot. Members may vote by mail or drop their ballot off in person at the Chamber office, conforming with such additional rules and regulations as the Board of Directors may adopt.

Section 8 - Ballot Restrictions

Election ballots will not be available at the Chamber office after the initial mailing.

Section 9 - Counting of Ballots

It shall be the responsibility of the President/CEO to safeguard all returned ballots prior to the counting of the ballots on election day. On election day, the President/CEO with two (2) observers shall process, or cause to be processed, all returned ballots, tabulating the votes and preparing a list of all candidates and the total number of votes each candidate has received. Such list shall be submitted to the Board, who shall make the election results public. The election results shall be read at the first Chamber general meeting following the election. The ballots shall be retained and available for inspection in the offices of the Chamber for a period of three (3) months, after which they shall be destroyed.

Section 10 - Determination of Candidates Elected

The five (5) candidates who receive the most shall each be elected to a three (3) year term as Directors of the Chamber. Should a tie result in the election of Directors, a committee of seven judges, appointed by the Chairman of the Board, shall cast lots and certify as elected the candidate, or candidates, whom the lot determines.

Section 11 - Removal and Resignation

(A) Any Board member absent three (3) consecutive regular Board meetings, four (4) with in a calendar year, may be removed from the Board of Directors.

(B) Any director may be recommended for removal from the Board, with or without cause, by a positive vote of two-thirds (2/3) of the Directors, provided that such proposal

was duly noticed in writing to all of the Directors. Any such vote for removal must be approved by a majority of the members.

(C) Any Director may resign at any time by giving written notice to the Chairman of the Board or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. Subject to any laws governing the resignation of members of nonprofit boards, the acceptance of such resignation shall not be necessary to make it effective.

Section 12 - Vacancies

In conformance with the corporation codes, section 7224, vacancies, including vacancies created by the removal of a director may be filled by the unanimous written consent of the Directors then in office if less than a quorum remains, or the affirmative vote of the majority of the Directors then in office at a meeting held pursuant to notice.

Vacancies in the Board of Directors shall be filled by the submission of candidate names to the remaining members of the Board for election. Any member of the Board may submit candidate names and each person so elected shall be a Director for the period of the unexpired term.

Section 13 - Board Quorum

One (1) more than half of the elected members of the Board of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the elected directors present at a meeting duly noticed and held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law, these Bylaws, or by the articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors beyond the number required to establish a quorum, if any action is approved by at least a majority of the required quorum for such meeting. If at any meeting of the Board of Directors there shall initially be less that a quorum present or members withdraw until less than a majority of the quorum remains, those present shall adjourn the meeting.

Section 14 - Compensation

No member of the Board of Directors shall receive any compensation for serving as a Director.

Section 15 - Rights of Inspection

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

Section 16 - Indemnification

This corporation may indemnify, to the extent permitted by section 7237 of the California Corporation Code (or any successor stature), any Director, officer, employee, or agent of this corporation including persons formerly occupying such positions, for liability incurred by such person in the exercise of his or her duties for or on behalf of this corporation.

ARTICLE H - OFFICERS

Section 1 - Election of Officers

Officers shall be elected annually by the new board, comprised of the newly elected and continuing elected board members, and shall serve for one year. The continuing Chair Elect shall become the new Chairman of the Board without further vote and shall, prior to the beginning of the new fiscal year; gather the new board for an organizational meeting. At this meeting they shall elect the following officers from the Directors elected to office: The Chair Elect, the Secretary, and the Treasurer.This slate of officers shall be installed as the officers of the new board and shall be ratified as a slate at the first meeting of the newly installed board following said installation. No officer may concurrently hold two offices. Officers shall serve at the pleasure of the Board.

Section 2 - Duties of Chairman of the Board

The Chairman of the Board shall preside at all meetings of the Chamber and its Board of Directors and perform all duties incident to this office. The Chairman of the Board may make recommendations for committee appointments subject to the limitations and provisions provided herein. The Chairman of the Board shall be an ex-officio member of all committees with the exception of the Nominating Committee. The Chairman of the Board shall, at the annual meeting of the Chamber and at other times deemed proper, commend to the Board of Directors such matters, and make suggestions, as may tend to promote prosperity and increase the usefulness of the Chamber.

Section 3 - Duties of the Chair Elect

The Chair Elect shall act in the absence of the Chairman. In the absence or disability of the two officers named Chairman of the Board and Chair Elect, the Secretary of the Board of Directors shall preside temporarily. The Chair Elect shall annually chair the nominating committee.

Section 4 - Duties of the Secretary

The Secretary shall keep or cause to be kept, at the principal office a book of minutes of all meetings of the Board, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at the Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of the corporation=s Articles and Bylaws, as amended to date. The Secretary shall have such powers and perform such other duties as may be prescribed by the Board.

Section 5 - Duties of the Treasurer

The Treasurer shall supervise the receipt of all funds, and the disbursement of all funds of the Chamber, and shall direct the President/CEO to prepare in writing a monthly financial report. Such report shall be given by the Treasurer to the attending members at the Board meeting. The monthly financial report shall reflect the income and disbursements for the preceding month. The Treasurer shall annually direct the President/CEO to prepare a yearly financial report. Such report shall be presented to the attending Board members at the first meeting held each fiscal year. The Treasurer shall assure that all Chamber funds are kept on deposit in federally insured financial institutions approved by the Board of Directors. Any disbursement of Chamber funds must bear the signatures of not less than two (2) Officers of the Corporation. The

Treasurer shall cause an audit or accounts review to be conducted by a certified public accountant or auditing firm when directed to do so by the Board.

Section 6 - President/CEO

The President/CEO serves at the will of the Board. The President/CEO shall also be subject to the powers, if any, which may be given by the Board to the Chairman of the Board. The President/CEO shall be the chief executive officer of the corporation and reports to the Board. The duties of the President/CEO are those normally attributed to a corporate President/CEO and may include, but are not limited to, the supervision of all functions, maintenance and safekeeping of all corporate books and records, and the signing, alone or in conjunction with the Chairman or other signers designated by the Board, of all contracts and agreements approved by the Board, together with affixing the seal thereto. The President/CEO is a nonvoting member of, and shall attend meetings of the Board, the Executive Committee, and Chamber committees and shall have the right to speak to any issue legally brought before these bodies. The Board shall determine annually the compensation of the President/CEO upon recommendation of the Executive Committee.

Section 7 - Removal of President/CEO

The President/CEO serves at the will of the Board and may be removed from office by the Board. The process for such removal requires a majority vote of the Board.

ARTICLE J - COMMITTEES

Section 1 - Authorization and Powers of Committee

In compliance with the corporate code section 7212 the Board, by majority vote of its Directors may establish, direct, or remove the following types of committees.

(A) Standing Committees - These are the committees which carry responsibility for specific ongoing major programs of the Chamber. Each will be comprised of at least one Board member and may include community members. These committees require extensive time on the part of committee members and are year-round committees. All committees will report to the full Board on a regular basis or at least once a year. The Chamber currently has the following standing committees:

1. Executive Committee

2. Budget Committee

3. Nominating Committee

4. Division Advisory Committees

(B) Ad Hoc Committees - These committees appointed by the Board or by program committees are brought into being around a certain subject and remain in existence until the task at hand is met.

Section 2 - Committee Powers

As set forth in corporate code 7213, no committee, either standing or ad hoc, shall have any powers other than those specifically designated by the Board of Directors.

Section 3 - Committee Appointments

The Board will make all committee appointments.

Section 4 - Nominating Committee

The Nominating Committee, chaired by the Chair Elect, shall be appointed and governed by the By-laws under Article F.

Section 5 - Executive Committee

The Executive Committee may, when necessary in emergency or directed to do so by the Board, act for, and on behalf of, the Board of Directors when the full Board is not in the session but shall be accountable to the Board for its actions. No action taken by the Executive Committee shall have the effect of changing a vote of the full Board. The Executive Committee shall be composed of the Chairman, Chair Elect, Secretary, Treasurer, and the immediate Past Chairman as voting members. The President/CEO shall be considered a non-voting member.

Section 6 - Budget Committee

The Budget Committee shall consist of the following incoming members of the new Executive Committee: The Chairman of the Board, who shall chair the committee, the Chair Elect, the Secretary, the Treasures, and the outgoing Chair. Prior to the beginning of each fiscal year the Budget Committee shall prepare a budget as specified herein for approval by the newly elected and continuing Board members at a meeting held prior to July 1 of each year and shall be ratified at the first meeting of the new Board following their installation.

ARTICLE K - BUDGET

The Budget Committee shall compile a budget of estimated expenses and income. As passed by the new Board, with or without modification, the budget shall be the financing guide of the Chamber. No committee may exceed its appropriation without the consent of the Board of Directors.

ARTICLE L - DISBURSEMENTS

Section 1 - Approval and Signatures

All disbursements shall be made by check with exception of those items which, by their very nature, are petty cash expenditure. In no event shall any one expenditure in excess of $50.00 be considered a petty cash expenditure.  All Chamber checks shall bear the signatures of any two Officers of the Corporation. No disbursement of unbudgeted Chamber funds shall be made unless such expenditures have been approved or authorized by the Board of Directors.

Section 2 - Disbursements by President/CEO

Following the approval and adoption of the Chamber budget by the Board at the beginning of the fiscal year, the President/CEO shall be authorized to disburse funds to satisfy expenditures in conformance with the budget subject to the supervision of the Treasurer. Such expenditures shall not require additional authorization or approval of the Board of Directors.

ARTICLE M - FISCAL YEAR

The fiscal year shall end at the end of the day on the 30th day of June.

ARTICLE N - PARLIAMENTARY PROCEDURE

The proceedings of all Chamber of Commerce meetings shall be governed by, and conducted in accordance with, Parliamentary Rules of Order adopted by the Board.

ARTICLE O - AMENDMENTS TO BY-LAWS

Subject to the restrictions found in California CC 7150, the By-laws of Chamber of Commerce may be amended or altered by a 2/3 vote of its Board of Directors, provided that notice of such changes or amendments have been mailed to each Chamber member no less than 10 days prior to such meeting (20 days if mailed by other than first class mail).