Article 1 General

Section 1 Name
The name of this organization shall be the Dayton Hispanic Chamber of Commerce (DHC). The principal office of this organization shall be situated at a location in the greater Dayton area, as may from time to time be designated by its Board of Directors.

Section 2 Nature
DHC shall be a nonprofit organization and shall be registered under the laws of the state of Ohio.

Section 3 Limitation
The DHC shall observe all local, state, and federal laws which may apply to a non-profit organization as defined in section 501 (c) (6) of the Internal Revenue Code.

Article 2

Section 1 Purpose / Objectives
The purpose of the DHC shall be:

A. To actively promote the economic growth and development of Hispanic business in the Greater Dayton area.
B. To increase the business relationships between the corporate sector and the Greater Dayton Hispanic business community through the establishment of valuable partnerships with major corporations.
C. To monitor legislation, policies and programs that affect the Greater Dayton Hispanic business community and advocating on behalf of Hispanic business.
D. To establish a network among the Greater Dayton Hispanic business community.
E. To provide information services to the Greater Dayton Hispanic business community about financial assistance available from the public and private sectors.
F. To maintain a current data base of potential customers in state, local and federal areas.
G. To evaluate needs items as presented by general membership and to consider subject to 2/3 approval of the Board of Directors.

Section 2 Mission / Vision

The Mission of the DHC is: To promote economic development through growth of Hispanic business and the Hispanic market.

Vision Statement: To be Greater Dayton’s premier resource and advocate for Hispanic business and the main link to the Hispanic market.

Article 3 Membership

Section 1 Eligibility
Any person or business entity having an interest in the objectives of the organization shall be eligible to become a member of the organization.

Section 2 Membership categories. The membership of this organization is divided into the following classifications based on the amount of dues paid:

A. Platinum Member
B. Gold Member
C. Silver Member
D. Bronze Member

Section 3 Dues

Membership dues shall be payable annually. Yearly renewals are due on the first day of the member’s anniversary month. The Executive Board is authorized to review the membership dues rates annually and may recommend a change to be approved by the majority of the voting members at the annual meeting.

Section 4 Termination

A. Any member may be dropped from the membership for nonpayment of dues or any other amount due after ninety (90) days from the date due, unless otherwise extended for good cause.

B. Any member may be dropped from membership by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the DHC, after notice and opportunity for a hearing are afforded the member complained against.

Section 5 Voting
Each General, Corporate Member or individual Member shall be entitled to cast one vote. Student members do not have voting privileges. If the member is a business entity, it may nominate an individual belonging to the business entity, to exercise the voting privileges. Such Corporate member shall have a right to change its nomination of a representative upon written notice to the DHC.

Article 4 Meetings

Section 1 Membership Meetings and Events
The regular meetings/events of the DHC are suggested to be scheduled on the third Thursday of every month. A notice of the meeting is mailed or emailed to every member not less than (10) days before the date of such meeting which will be held according to the annual calendar as approved by the Executive Board. A member may submit an item for consideration to be included on the agenda (20) days before the meeting and subject to 2/3 approval of the Executive Board.

Section 2 Annual Meeting
The Annual Meeting of the organization shall take place at such a time as the Executive Board may elect, notice thereof mailed (or emailed) to each member not less than (10) days before the date of such meeting. The following business shall be conducted at the Annual Meeting:

A. Announcement of elected Executive Board and the Appointed Members-at-Large.
B. The financial report will be available to the membership during the Annual Meeting.

Section 3 Special Meetings

A. The special general meetings may be called by the Executive Board at
any time, or upon a petition in writing by any twenty-five (25) members in good standing. The notice of such special general meeting shall be mailed to each member at least 5 days prior to such meetings. The Executive Board shall present the agenda of the meeting in the notice.
B. The Board of Directors meetings may be called by the President or the majority of the Executive Board at any time with a minimum of 3 days verbal notice. The Board of Directors shall meet at least once a month.

Section 4 Quorum
At any duty called general meeting of the DHC, presence of ten (10) percent of active members shall constitute a quorum. When a quorum is not met for the Annual or special general meeting, the meeting will be rescheduled within seven (7) days. The notice of such meeting will be mailed (or emailed) to every member. There is no quorum requirement for the rescheduled Annual or special general meeting. At the Board of Directors meetings, a majority shall constitute quorum.

Article 5 Executive Board and Board of Directors

Section 1 Composition
The Board of Directors consists of the 4 Executive Board members and a minimum of 5 members-at-large, including the Immediate Past President. It also includes the Executive Director, which is an ex-officio member of the Board.

Section 2 Qualifications
The qualifications for serving as a Board Member include the following: be a Chamber member in good standing (the Executive Director does not have to be a member), attend meetings and be involved in Chamber projects, have the ability to lead, skills in oral and written communication and ability to interpret policies and guidelines.

Section 3 Executive Board Nomination and Director Appointment Process

A. At least 3 months (September) prior to the annual meeting, the President shall appoint a committee to nominate the Board candidates for the next term. The Committee will send out a notification to the membership at large to request nominees by the first of October. Nominations from the general membership must be received at the Chamber office not later than October 25th. A final list of recommended candidates and/or nominees shall be submitted to the Board for review by the end of October.
B. To fill a vacant Member-at-Large Director position, the outgoing Board of Directors will select from the list of recommended candidates to appoint the Directors. Specific consideration will be given to maintain the balance of diversity of the Board of Directors. A slate of candidates will be prepared and presented with the newly elected Executive Board.

Section 4 Election and Term of Directors
The Executive Board members are elected at the annual meeting every year for 2 year terms, President and Treasurer and 2 additional Members-at-Large in ODD years, Vice President and Secretary and 2 additional Members-at-Large in EVEN years. The election winners and appointments shall be announced to the members at the annual meeting. .The method of election of the Executive Board shall be by written ballot. The Board of Directors shall issue ballots setting forth the names of all duly nominated candidates, in alphabetical order, with the terms to be served. Ballots shall be sent to each voting member no later than the 1st week of November and shall be returned no later than the 15th day of November. In addition to the names of the candidates brief biographies indicating qualifications deemed appropriate by the Nominating Committee will included in the ballot. The ballots shall be counted under the direction of the Board of Directors and those candidates receiving the greatest number of votes shall be declared elected. Absentee ballots shall be permitted. Any vacancy occurring on the Board and any office to be filled by reason of an increase in the number of Board members or resignation of an officer shall be filled by a vote of the Board. A board member elected to fill a vacancy shall be for the unexpired term of the predecessor. If a tie vote occurs, the President’s vote determines the result.

Section 5 Duties and Expectations of the Directors

A. To understand and commit to the mission and values of DHC and to take responsibility for the DHC assets.
B. To read and abide by the expectations and requirements as outlined in the position description given at orientation: including, but not limited to active participation in board and committee meetings.
C. To review the “Volunteer/Participation Opportunities” and identify a minimum of two activities for support/participation on annual basis.
D. To attend a minimum of 75% of all Board and Committee meetings on which the director is serving
E. To serve on at least one standing committee (e.g. Events Planning, Education, Membership).
F. To work with and respect the opinions of fellow directors and to leave personal prejudices out of all board discussions.
G. To be open to crucial conversations with fellow board members, addressing and handling challenging situations openly and professionally.
H. To apply their voting privilege on matters of governance.

Section 6 Duties of the Executive Board:

A. President. The President shall preside at all meetings of the DHCC.
The President shall be the moderator at these meetings and ensure that the meetings are conducted in a timely and orderly manner. The President shall appoint special committees, when needed, with the majority approval of the Executive Board. The President shall act as liaison with other organizations.
B. Vice-President. The Vice-President shall perform aft the duties of the President, when the President is absent or is temporarily not capable to perform his duties. The Vice-President is also responsible for managing the special events or activities undertaken by the DHC.
C. Secretary. The Secretary shall be responsible for seeing that the records of all Board actions are properly documented, including overseeing the taking of minutes at all Board or special meetings, insuring meeting announcements are issued properly, maintaining rules of order during meetings, maintaining contact with all affiliated agencies and assuring that all corporate records are up to date and maintained properly.
D. Treasurer. The Treasurer shall maintain all financial records and conduct
all financial transactions on behalf of the organization. Treasurer shall report the financial status to the Board of Directors regularly and present a financial report at the annual meeting. Treasurer shall ensure that the financial records maintained are approved by an auditor, who shall be appointed by the President.
Section 7 Selection and Expectations of the Expectations of the Executive Director
A. The Executive Board will appoint a qualified Executive Director based on the job description, policies and procedures more fully described in the Executive Director Agreement.
B. The Executive Director is an employee of the Chamber reporting to the Board of Directors and is responsible for upholding the Chamber bylaws, government regulations and policies established by the Board.
C. Serves as chief executive and administrative officer of the Chamber and oversees all the functions of the office and the organization.
D. While the majority of the functions of the chamber are carried out by the volunteer base, the Executive Director serves as coordinator, advisor, and member advocate.
E. Is responsible for tracking and reporting financial statements to the Directors at monthly Board Meetings.
F. Has signatory authorization.
G. Has no voting privilege.

Section 8 Absence
Should any member of the Board of Directors absent herself or himself unreasonably
from two consecutive monthly meetings of the Board in any fiscal year or from more
than two-thirds of regular/special meeting of the Board in any such year, without sending a communication to the President stating his/her reason for so doing, or if his/her
explanation should not be accepted by the members of the Board, his/her seat on the
Board may be declared vacant by vote of the Board. The Board may forthwith proceed to
fill the seat for the unexpired portion of its two year term.

Section 9: Vacancies
Whenever any vacancy shall occur in the Board of Directors by death, resignation,
removal or otherwise, the same shall be filled by a majority vote of the remaining
members of the Board at a regular or special meeting which shall be called for the
purpose. The person so chosen shall hold the seat until the end of the unexpired portion
of the two year term.

Section 10: Removal of Directors
With the exception of removal for absence which shall be pursuant to Article V, section
6., anyone or more of the Directors may be removed for cause at any time, by a vote of
two-thirds (2/3) of the members of the Board at any meeting called for the purpose .

Article 6 Committees and Task Forces

Section 1 Appointment and Authority
The Executive Director shall appoint all committees and taskforce chairmen. The Director may appoint such ad hoc committees and their chairmen as the Director deems necessary to carry out the programs of the DHCC. Committee appointments shall be made by the Director with the approval of the Executive Board. The functions of such committees shall be determined by the Director in conjunction with the Executive Board. Committee members and Committee chairmen will sign a Document of Understanding that will include a detailed description of the tasks to be completed.

Section 2 Limitation of Authority

A. No action by a member, committee, or officer shall be binding upon, or constitute an expression of, the policy of DHCC until it shall have been approved by the Executive Board.
B. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Executive Board, it is deemed wise to discontinue the committee.

Section 3 Testimony
Once the committee action has been approved by the Executive Board, it shall be incumbent upon the committee chairman, or in the chairman’s absence, whomever the chairman designates from the committee as being familiar enough with the issue to give testimony before civic and governmental agencies. The President of the Executive Board may also present a testimony to implement a position previously agreed upon by the Executive Board.

Article 7 Finances

Section 1. Funds
All money paid to the DHC shall be placed in a general operating fund. Funds unused from the current years budget shall be carried over and remain the general fund.

Section 2. Disbursements

A. Upon authorization of the budget, the President, Vice President or Treasurer is authorized to make disbursements on accounts and expensed provided for in the budget without additional approval of the Board of Directors. Expenditures of $200.00 or more must have the approval of the Executive Board. Disbursement shall be by check.
The DHC shall maintain credit cards for the Vice President, Treasurer, Secretary and Director to be used exclusively for Chamber expenses.
B. The Chamber shall indemnity and save harmless each Board Member and the Executive Director from and against costs, charges or expenses arising out of the execution of the duties of his or her office and also from and against all other costs charges, and expenses which he or she sustains or incurs in or about or in relation to the affairs of the Chamber, except such costs, charges or expenses as are occasioned by his or her own willful act or default.

Section 3. Fiscal year
The fiscal year of the DHC shall commence on January 1 and shall close on December 31st.

Section 4. Budget
As soon as possible after the election of the Executive Board, they shall compile a budget of estimated expenses for the coming year. The Board of Directors will operate the rest of the year based on the guidelines listed in Sections 1, 2 and 3 of this article.

Section 5. Audit
The President, with the approval of the Board of Directors, shall appoint an Audit Committee. The accounts of the DHC will be reviewed at the close of the fiscal year by this committee. The audit shall at all times be available to members of the organization.

Article 8 Dissolution
Upon the dissolution of the DHC, the Executive Board shall, after paying or making provisions for the payment of all of the liabilities of the DHC, dispose of all assets of DHC in such a manner, or to such organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(0) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the Executive Board shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.

Article 9 Parliamentary Authority
The current edition of “Roberts Rules of Order” shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Constitution of the DHC.

Article 10 Amendments
Proposed amendments or changes to this constitution must be approved by two-thirds (2/3) of the Board of Directors. Proposed amendments or changes which have been approved by the Board of Directors must be approved by the general membership. Proposed amendments or changes will normally be submitted for approval with the annual election, however, the Board of Directors may submit proposed amendments or changes at other times if it is deemed necessary