Bylaws of the World Trade Society of Chattanooga
ARTICLE I -- NAME
The name of the organization shall be the World Trade Society of Chattanooga.
ARTICLE II -- TERRITORIAL LIMITS
This society will primarily promote the greater Chattanooga area to the world, but other areas of Tennessee, and the United States may be included if it will further the goals set out in Article VI.
ARTICLE III -- POWERS
The Society shall have the power to do all lawful acts necessary or desirable to carry out its purposes. Should this organization adopt a particular legal form, it shall obey the laws pertaining to that form.
ARTICLE IV -- SERVICE OF NOTICE
The address to which the Secretary of State shall mail any notice required by law shall be that of the Secretary of the Society unless deemed otherwise by the Executive Committee.
ARTICLE V -- AMENDMENTS
These By-laws may be altered, amended, or repealed by a vote of the majority of the Board of Directors at a special meeting.
ARTICLE VI -- PURPOSE
The purpose of this Society shall be to act as a service window for coordination with related governmental
agencies, businesses, and cultural/trade associations both domestic and international to further business relationships between the greater Chattanooga area and the world. This society will serve as a medium to promote the many advantages of Chattanooga to the world and to educate businesses, governments, trade associations, etc. about the advantages of the Chattanooga business environment. In addition, it will serve as a medium for the free flow of information between Chattanooga entities and international organizations, officials, and businesses to increase economic awareness of other countries. This society will strive to establish many relationships and connections between businesses in Chattanooga and the world to foster greater economic growth for the mutual benefit of all.
The focus of the Society's work shall be on integrating the authority and resources of the greater Chattanooga government sector and private sector, in combination with cultural and trade associations, to organize and maintain a service window which will assist greater Chattanooga businesses to establish and cultivate business relationships throughout the world, and, in turn, will assist the international government sector and private sector, in combination with cultural and trade associations, to establish and cultivate business relationships with the greater Chattanooga area.
ARTICLE VII -- MEMBERSHIP
Any individual, corporation, firm, government, or public or private organization, both domestic and international, interested in international trade with Chattanooga may become a member, upon approval of a majority vote of the Board of Directors. Membership of the Society may be eliminated by voluntary resignation, by non-payment of dues or by a majority vote of the Board of Directors in the event of a member undertaking any action or inaction deemed to be injurious to the interests of the Society.
ARTICLE VIII -- DUES
All Matters pertaining to dues shall be left to the discretion of the Board of Directors. Dues collected in October, November or December shall apply for the following fiscal year. The fiscal year shall be the calendar year as noted in article XIII.
Members having paid the prevailing dues in total for the current year shall be considered Members in Good Standing.
ARTICLE IX -- OFFICERS
The officers of the Society shall be the President, Vice-President, Treasurer, and Secretary. Any vacancy occurring among the officers shall be filled by action of the Board of Directors.
The President
The President, Vice-President, Treasurer, and Secretary shall be elected by the Board of Directors at a meeting held prior to the end of each year and shall hold office from January 1 for one year or until successors are duly elected or succeed.
The President shall preside at all General or Special Meetings of the members, the Directors and the Executive Committee. The President shall be an official member of all Society committees. The President shall perform other duties pertaining to the office.
The President shall serve for a term of one calendar year.
The Vice-President
The Vice President shall assist the President in the performance of duties. In the absence of the President, the Vice-President shall perform the duties of the President. The Vice President shall perform other duties pertaining to the office.
The Secretary
The Secretary shall keep and distribute minutes of all meetings of the Executive Committee, the Board of Directors, and meetings of the membership where votes are taken. The Secretary shall be responsible for ensuring that accurate and timely filings to local, state, and federal government agencies are undertaken in order to maintain the Society's compliance with prevailing laws and regulations. The Secretary shall also maintain records of such filings. The Secretary shall perform other duties pertaining to the office.
The Treasurer
The Treasurer shall be responsible for the collection and disbursement of funds and shall prepare and submit statements accurately reflecting the financial position of the Society at Executive Committee and Board of Director's meetings. The Treasurer shall maintain a roster of members of the Society in good standing. Good standing is defined as those members who are current with their annual dues. In the absence of the President or the Vice-President the Treasurer shall perform the duties of President. The Treasurer shall perform other duties normally pertaining to the office.
ARTICLE X -- BOARD OF DIRECTORS
The Board of Directors shall consist of the officers and at least five directors. Directors may be appointed by the Executive Committee or elected at a General Meeting of the Society. Any vacancy occurring among the Board of Directors shall be filled by action of the Board of Directors.
The Board of Directors may, at its discretion, appoint members of a separate Advisory Board. This Advisory Board shall have no voting power but shall instead be made up of people who can advise the Board of Directors in international affairs and aid in the promotion of Chattanooga businesses. It shall be made up primarily of international members.
The Board of directors may, at its discretion, appoint honorary members who may, again at Board discretion, attend Board meetings but have no voting power.
Officers and Directors of the Society shall be eligible for election or appointment so long as they remain Society members in good standing.
ARTICLE XI -- COMMITTEES
Executive Committee
The Executive Committee shall comprise the officers of the Society. The Executive Committee shall direct the affairs and policies of the Society between meetings of the Board of Directors or in the absence of a quorum thereof. The Executive Committee shall submit a report of actions and decisions taken and minutes of meetings at the next Board of Directors meeting.
Special Committees
The President shall, with approval of the Board of Directors or Executive Committee, appoint such special committees as may be necessary. Such committees shall serve until the end of the current year or until they are dissolved by action of the Board of Directors or the Executive Committee or until their successors are appointed. Special Committees shall not make commitments on matters requiring appropriation of funds or affecting Society policies unless approved by the Executive Committee or Board of Directors.
ARTICLE XII -- MEETINGS
General Meetings
General Meetings of the membership shall be held each year on a date specified by the Board of Directors and notified to the membership in writing.
Special Meetings of the membership may be called at the discretion of the President or on the written request of majority of Directors. Special meetings of the membership shall be confined to the purpose for which the meeting is called and shall discuss no other business without the consent of a majority of members present.
Five members shall constitute a quorum at any General Meeting or Special Meeting of the membership. Only members in good standing may constitute a quorum or vote at a General or Special Meeting.
Board of Directors
The Board of Directors shall meet at least four times each calendar year. A majority of Directors shall constitute a quorum at a Board of Directors Meeting.
Committees
The Executive Committee and Special Committees shall meet at the discretion of the President or Committee Chairman. A majority of committee members shall constitute a quorum at a committee meeting.
ARTICLE XIII -- ELECTIONS
Where required, the election of Directors will be held at a General Meeting by secret ballot. In the event of a tie the President or alternate will have a casting vote.
ARTICLE XIV -- CONTRIBUTIONS AND DISBURSEMENTS
The ordinary revenues of the Society as determined by the Board of Directors may be augmented by bequest or contribution with the approval of the Directors.
No Committee of the Society shall solicit any contribution of the general public without the prior approval of the Board of Directors.
No disbursement of funds shall be made without the prior approval of the Executive Committee or Board of Directors.
Checks shall be signed by the Treasurer or the President or the Vice President in the absence of the President.
ARTICLE XV -- FISCAL YEAR
The fiscal year shall be in accordance with the calendar year.
ARTICLE XVI -- AUDIT OF ACCOUNTS
The Board of Directors shall appoint an auditing committee or firm to examine the books and accounts of the club at the conclusion of each fiscal year and at such other times as the Board may determine.
ARTICLE XVII -- PARLIAMENTARY RULES
Proceedings of any meetings shall be governed and conducted according to procedures adopted either orally or in writing by a majority of the Board of Directors, with the understanding that the President will conduct the Board, Executive, General and Special meetings.
