ARTICLE I - MISSION

Section 1. The Vermont Association of Chamber of Commerce Executives (VACCE) offers professional development, affinity programs and other member benefits for members in good standing. VACCE also advocates for its member organizations on relevant legislative issues.


ARTICLE II - OFFICES

Section 1. The principal office of VACCE (the “Corporation”) shall be in such a place as the Corporation’s Board of Directors (the “Board,” and a member of the Board, a “Director”) shall decide. The Corporation may have such other offices, either within or without the State of Vermont, as the Board may designate or as the business of the Corporation may require from time to time.

Section 2. The registered office of the Corporation required by the Vermont Nonprofit Corporation Act to be maintained in the State of Vermont may be, but does not need to be, identical with the principal office in the State of Vermont, and the address of the registered office may be changed from time to time by the Board.


ARTICLE III - MEMBERSHIP

Section 1. The Corporation shall have members, in accordance with 11B Vermont Statutes Annotated (VSA) sec. 6.01.

Section 2. Membership in the Corporation shall be chambers of commerce located in the State of Vermont who must have a paid executive or a volunteer representative (each such member, a “Chamber Member”), as well as the members of Chamber Members who are registered businesses in the State of Vermont (each such member, a “Non-Chamber Member”). An application for membership in a form established by the Board, shall be submitted at the next Board meeting for approval or disapproval under criteria established by the Board from time to time. Applications for Chamber Members may differ from those of Non-Chamber Members.

Section 3. A Chamber Member in good standing is a member who has attended one of the last three membership meetings and whose dues are current. A Non-Chamber Member in good standing is a member whose dues are current. Prospective Members shall submit an application for membership in a form established by the Board, which shall be submitted at the next Board meeting for approval or disapproval under criteria established by the Board from time to time. All VACCE Members in good standing shall have voting privileges and may be eligible for special benefits.

Section 4. Dues for membership in the Corporation, if any, shall be payable each year in such amount and according to a schedule established by the Board from time to time. The Board may establish different dues for Chamber Members and Non-Chamber Members.

Section 5. Membership may be cancelled at the discretion of the Board at any time following non-payment of dues or other debts to VACCE, or for other reasonable cause, provided that such removal shall be conducted according to a procedure which is fair and reasonable. Upon request, and upon payment and completed criteria, the Secretary may reinstate such former member to membership with the approval of the Board of Directors.


ARTICLE IV - BOARD OF DIRECTORS

Section 1. The business and affairs of the organization shall be managed by its Board of Directors.

Section 2. The number of Directors will be that number established from time to time by the Board, but shall not be less than three. Each Director shall hold office until the next Annual Members Meeting and until his/her term expires. The terms shall be two (2) years with a limit of three (3) terms. Following the third term, a Director must be off the Board for one year before resuming a Board seat. There shall be an orderly rotation of Board seats such that no more than one half of the Board terms shall expire in any one year.

Section 3. A regular meeting of the Board shall be held within one month of the acceptance of the Corporation’s articles of organization by the Secretary of State. Thereafter regular meetings of the Board will be held from time to time as the Board decides but no less than quarterly. The Board may provide the time and place, either within or without the State of Vermont, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special meetings of the Board may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Vermont, as the place for holding any special meeting of the Board called by them.

Section 5. Notice of a regular meeting is not required. Notice of any special meeting shall be given at least two business days previously thereto by written notice delivered personally, transmitted via facsimile in such a matter as to record reception, sent to an email address provided by the Director to the Corporation for such purpose, or delivered by overnight courier to each Director at the Director’s normal business address. If notice is by overnight courier, such notice shall be deemed to be delivered the next business day. Any Director may waive notice of any meeting.

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

At such adjourned meetings at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.
Section 7. As the term compensation is defined by 12 VSA sec. 5781, all Directors will serve without compensation. The Corporation may purchase a Directors liability policy for Directors, but the policy will inure to the benefit of the Corporation.

Section 8. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 9. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Directors.

Section 10. Any vacancy occurring on the Board shall be filled as provided in Article VIII, Section 9.


ARTICLE V - OFFICERS

Section 1. The officers of the Corporation shall be a President, a Vice-President, and a Secretary/Treasurer, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. The officers of the Corporation shall be elected annually by the Board. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Any officer or agent may be removed by the Board if, in its judgement, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board for the unexpired portion of the term.

Section 5. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board shall supervise and control all business and affairs of the Corporation. When present, the President shall preside at all meetings of the Board. With the Secretary, the President may sign any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

Section 6. In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice-President shall perform the duties of President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board.

Section 7. The Secretary shall: (a) keep the minutes of the proceedings of the Board in one or more books provided for the that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post office addresses of each Director; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board.

Section 8. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such sureties as the Board shall determine.

Section 9. As the term compensation is defined by 12 VSA sec. 5781, all officers will serve without compensation. The Corporation may purchase an officers liability policy for officers, but the policy will inure to the benefit of the Corporation.


ARTICLE VI - FINANCES

Section 1. The fiscal year shall end on December 31st of each year.

Section 2. Grants shall be made available twice annually to designees for the U.S. Chamber of Commerce’s Institute for Organization Management or similar conferences, provided the finances of this organization warrant the expenditure as determined by the Board. Application forms for such grants shall be mailed by the Secretary/Treasurer to each Chamber with a full time paid executive twice annually. The completed applications shall be forwarded to the President not later than May 1 or October 1. A committee shall be appointed by the President to consider candidates and make a decision by May 15 or October 15. The recipient(s) should be a career-oriented chamber executive or staff member.

Section 3. An audit will be made by the Audit Committee of the Board prior to the Annual Members Meeting when its report will be made.


ARTICLE VII - MEMBERS MEETINGS

Section 1. Unless otherwise designated by the membership or the Board, the annual meeting of the Members of the Corporation shall be in November of each year (such meeting, the “Annual Members Meeting”).

Section 2. The number of general membership meetings to be held in the ensuing year should be set at the Annual Members Meeting provided, however, that the organization shall not hold less than four general membership meetings annually, including the Annual Members Meeting.

Section 3. The Board shall give the Members fair and reasonable notice of any meeting, as provided by the Vermont Nonprofit Corporations Act. For the avoidance of doubt, Notice is fair and reasonable if: (a) the Corporation notifies its Members of the place, date, and time of each annual and special meeting of Members no fewer than ten (10) days (or if notice is mailed by other than first class or registered mail, thirty (30) days) nor more than sixty (60) days before the meeting date; (b) notice of an annual meeting includes an agenda, which contains a description of any matter or matters which must be approved by the Members to the extent required by the Vermont Nonprofit Business Corporation Act; and (c) notice of a special meeting includes a description of the matter or matters for which the meeting is called and statement of need for the special meeting.

Section 4. Special Meetings of the membership may be called by the Board or by at least five percent (5%) of the Members of the Corporation signing, dating, and delivering to any officer of the Corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided any such request complies with the requirements of 11B VSA sec. 7.02 and that any such meeting is noticed as described in Section 3 of this Article. For the avoidance of doubt, a special meeting called by members under this Section may be for the purpose of removing one or more Directors.

Section 5. Prior to the Annual Members Meeting, the President shall appoint a committee of three members in good standing to serve as a nominating committee. This committee shall select a slate of nominees for the three Directors and obtain their consent to be proposed at the Annual Members Meeting. Additional nominations may be made from the floor by any member in good standing.

Section 6. For meetings other than the Annual Members Meeting, a quorum shall consist of eight (8) members in good standing. With respect to Annual Members Meetings, a quorum shall consist of one-third of the members in good standing; provided that, where matters have been described in an annual meeting notice, a quorum shall consist of eight (8) members in good standing with respect to such matters at such Annual Members Meeting. Motions approved by a majority of the members in good standing shall be binding on the Corporation.

Section 7. Chamber Members in good standing shall have been present at one of the previous three meetings and be current in their dues in order to be eligible to vote. Non-Chamber Members in good standing are Members whose dues are current. New members are entitled to vote at the first meeting after their acceptance and payment of their initial dues, if any.

Section 8. The Bylaws may be amended at any meeting by a two-thirds vote of those members in good standing who are present and voting, provided notice of the proposed amendment is mailed to each member at least 10 days prior to the meeting.

Section 9. Each Annual Members Meeting during a year in which the Corporation offers an Association Health Plan or preceding a year in which the Corporation intends to sponsor an Association Health Plan shall permit Members to approve of veto decisions or activities of the Corporation which relate to the formation, design, amendment, or termination of the health plan, including, for example material amendments to the plan, including changes in coverage, benefits, and premiums.

Section 10. Regularly scheduled vacancies in a Directorship shall by filled at an Annual Members Meeting. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election at a regular Members meeting or at a special Members meeting called for that purpose. Following any vacancy occurring on the Board, an election must be held at the next regularly scheduled Members meeting, unless a special meeting is called. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. With respect to any Member election of Directors, Directors shall be elected by preferential vote.


Approved: February 14, 1997
Amended: March 26, 2002 (Article II: Membership: new Section 6)
Amended: May 26, 2004 (New Article 1: Mission)
Amended: May 26, 2004 (Article III: Membership: new Section 2)
Amended: September 27, 2005 (Article III: Membership, New Section 4)
Amended: May 14, 2009 (Article (III: Membership Sections & remove a-c; Article IV - Board of Directors Sections 2)
Amended & Approved: March 22, 2016 (Article VII, Members Meetings Section 2)
Amended & Pending Approval: September 24, 2018 (Article 1, Section 1; Article II Offices, Section 1; Article III, Section 1, 2, 3,4, 5; Article IV, Board of Directors, Section 1, 2,5, 10; Article V Officers, Section 9; Article VI, Finances, section 3; Article VII, Section 1,2; 3, 4, 5, 6, 7, 8, 9, 10. Appendix I





APPENDIX I

Purpose Clause

The purposes for which the Corporation is formed are:

• to provide a unity among those similarly employed in the chamber of commerce business line and to unite the registered business members of those chambers in the interest of promoting professional development and economic prosperity in Vermont

• to advance the professional interest of the group as a whole as business leaders;

• to foster the personal advancement of the members through placement activities, the holding of meetings, and the presentation of papers;

• to stimulate greater service of the members to their respective organizations through the compiling of information, the furnishing of technical advice, and providing a central point of reference;

• to enhance the prestige of the group through public relations and the promotion of ethical standards of conduct;

• to foster a closer relationship between this and similar organizations in the State of Vermont, the United States, and foreign organizations of a similar character; and

• to sponsor programs of general interest to the members of the organization, as chamber of commerce executives, who can use the synergy and economies of scale of the organization as a whole and as representatives of their members.