| Orange Grove Lyman Chamber of Commerce BYLAWS |
ARTICLE I
This organization is incorporated under the laws of the State of Mississippi and shall be known as the Orange
Grove/Lyman Chamber of Commerce, Inc.
ARTICLE II
Section I:
Any person, association, corporation, partnership or small individual business having an interest in the objectives
of the organization shall be eligible for membership in the Chamber.
Section 2.
The major responsibilities of the Orange Grove/Lyman Chamber are to design and implement specific programs
attuned to the needs of the Orange Grove/Lyman business community within the overall programs and
philosophies of the Chamber. An inherent responsibility is to represent the Orange Grove/Lyman business
community on issues important to the Chamber.
Section 3.
The Orange Grove/Lyman Chamber annually elects a Chamber Board of Directors which has the authority to set
policy and procedure as is appropriate to its membership and its governing body.
Section 4.
The Board of Directors will consist of ten (10) members elected from the general membership of the Orange
Grove/Lyman Chamber, the President, the President-Elect and the Immediate Past President. The Immediate Past
President shall serve one (1) additional year as a voting member of the Board of Directors. This will maintain
continuity. All members of the Board of Directors must be members in good standing of the Orange Grove/Lyman
Chamber. The general officers of the Orange Grove/Lyman Chamber will consist of a President, the President-
Elect, and Secretary/Treasurer. The President shall be the chief executive officer of the Chamber and shall serve
as President of the Board of Directors. He/She shall preside at all meetings of the Chamber and its Board of
Directors. The President-Elect shall fulfill the responsibilities of the President in he/her absence.
The Chamber’s Administrative Assistant will serve as the Board’s acting Secretary. This is a non-voting position
on the Board of Directors. The Secretary must attend all official meetings of the Board of Directors.
Section 5.
The Orange Grove/Lyman Chamber is an independent Chamber. Any change of status of the Orange
Grove/Lyman Chamber, such as, but not limited to, mergers, dissolution, take-over, etc, will require an 80% vote
of the Board of Directors and an 80% vote of the membership.
ARTICLE III
Section 1. Responsibility
The Orange Grove/Lyman Chamber’s Board of Directors shall set all policy for the Orange Grove/Lyman
Chamber of Commerce. They will approve the Program of Work, Budget and standing committees for the Orange
Grove/Lyman Chamber of Commerce. The Board will elect officers for the Chamber in the manner hereinafter
provided. The Board shall have the authority to create such internal organization of divisions, departments,
committees, etc., deemed advisable for the efficient operation of the Chamber.
Section 2. Term of the Office
Members of the Board of Directors shall serve for two (2) years or until their successors are elected. No member
of the Board will be allowed to serve more than two terms of two (2) years in succession, except in the case
where the president-Elect becomes President and Past-President during year five (5) and year six (6), or Past-
President during year five (5) if so elected by the Board. A partial term of office will not be considered as a full
term.
Section 3. Attendance
Absence from three (3) consecutive regular Board meetings, without excuse deemed valid by the President, shall
be construed as a resignation.
Section 4. Election Schedule
The election of Board members shall be completed by December 1 of each year, and new Board Members and
Officers shall be installed at the December Board meeting, to assume office the first day of January following.
Only five (5) new Board members will be elected each year for a two (2) year term. This will create continuity in
the operation and direction of the Orange Grove/Lyman Chamber of Commerce with the remaining five (5)
Directors who will be completing their final year of their first two (2) year term.
Section 5. Election of Orange Grove/Lyman Chamber Officers and Board of Directors.
A. The President shall appoint a Nominating Committee from the Board of Directors prior to September 1st. This
Nominating Committee will submit a list of eight (8) nominees to replace the five (5) retiring Directors. The
nominees must be in good standing with the Orange Grove/Lyman Chamber. The Chamber Board must vote its
approval of the nominees. This list is to be submitted to the Board prior to October 1. The approved list of eight
(8) nominees must then be submitted to the general membership of the Orange Grove/Lyman Chamber. Each
member will be allowed to vote on a secret ballot for five (5) of the eight (8) nominees. The five (5) nominees
receiving the highest tally of votes will be elected for a two (2) year term.
B. Provisions will be made for write-in candidates. This election must be completed prior to November 1 of each
year. In addition, the Nominating Committee shall also present a list of no less than two (2) and no more than four
(4) nominees for President-Elect. These nominees are to be selected from the five (5) newly elected Directors
and the five (5) Directors who will be completing the second year of their two (2) year term The Board of Directors
will then vote by secret ballot for the new President-Elect. This election must be completed prior to December 1.
The President-Elect automatically becomes President the following year and can serve only one (1) year as
President. The President-Elect/President may not succeed their self. The President, President-Elect, and new
Board of Directors shall assume office at the first meeting of January, and shall serve through December 31.
Section 6. Vacancies
Any vacancies occurring on the Orange Grove/Lyman Chamber Board of Directors during the year will be filled
from the unelected nominees presented to the general membership for the current year’s Board of Directors. If
the office of President becomes vacant during the year, the serving President-Elect will complete the term of the
preceding President as well as his/her own during the next year. If the office of President-Elect becomes vacant
during the year, the President will appoint a Nominating Committee to develop a list of nominees as outlined in
Article III, Section 5B. The Board of Directors will select the new President-Elect as outlined in Article III. Section
5B.
ARTICLE IV
A quorum of the Chamber’s Board of Directors shall consist of six (6) members at a called meeting. The simple
majority rules on all voting of the Board of Directors and the General Membership. The President, as President of
the Board, shall vote only in the case of a tie vote. All references to majority vote in the Bylaws shall be
understood to be simple majority.
ARTICLE V
The fiscal year for the Orange Grove/Lyman Chamber shall be from January 01 through December 31.
ARTICLE VI
The President will establish Standing Committees as he/she feels necessary to complete the Program of Work for
the new year with Board approval as outlined in Article III, Section 1. Considerations should be given to
Environmental Affairs (Beautification); Economic and Governmental Affairs; Education; Meetings; Membership;
Military Affairs; Senior Citizens; Tourism; Transportation, or any other committee needed to meet the objectives of
the Program of Work for the new year.
The President and President-Elect will be equally responsible for the same number of committees (if there are
four (4) committees, each officer will have two (2).
President will appoint from the Board and from the General Membership of the Orange Grove/Lyman Chamber,
the Chairperson and at least two (2) additional members to serve on each committee. The term of office for the
committee chairperson and committee members will be one (1) year.
The President and the President-Elect are to assist the Committee Chairperson in planning and achieving the
assigned committee objectives as outlined by the President for the current year’s Program of Work.
The President may appoint ex officio members to the Board of Directors of the Orange Grove/Lyman Chamber
with Board approval. These appointments should be made when there is additional need for representation from
throughout the community. They may include, but are not inclusive, the Presidents or their representatives of
area service clubs, police or other governmental offices, and the local school districts. The ex officio Board
members will serve a term of one (1) year which may be repeated upon another appointment. They will not have
Board Member voting privileges.
ARTICLE VII
A general membership meeting shall be held at least once per annum; however, general membership meetings
may be held monthly. Special meetings of the Board of Director s may be called at the discretion of the President,
subject to advance notification in writing five (5) days prior to meeting. All meetings shall be governed by
“Robert’s Rules of Order”, when not in conflict with the Bylaws of this organization.
ARTICLE VIII
The Bylaws of this organization may be amended at a regular monthly meeting, or at any special meeting called
for the purpose, by a majority vote of the members of the Board of Directors in attendance at such meeting. No
amendment to the Bylaws shall be put to a vote unless written notice thereof shall have been mailed to each
Board member at least one (1) week prior to the designated meeting at which the proposed amendment is to be
voted. Said notice shall contain a statement of the proposed amendment as well as the matter proposed to be
amended.
These Bylaws shall be effective upon their adoption by a majority vote of the Board of Directors as provided for in
ARTICLE IX of these Bylaws.
ADOPTED AND EFFECTIVE THIS 12 DAY OF May 2006
CHARLES TESTON, CHAIRMAN
KAREN SMITH-JOINER, PRESIDENT – ELECT
DOUGLAS COCKERHAM, DIRECTOR
Amended 08/10/94
Amended 01/15/97
Amended 11/11/97
Amended 06/11/02
Amended 05/12/06
Amended 06/20/06
This organization is incorporated under the laws of the State of Mississippi and shall be known as the Orange
Grove/Lyman Chamber of Commerce, Inc.
ARTICLE II
Section I:
Any person, association, corporation, partnership or small individual business having an interest in the objectives
of the organization shall be eligible for membership in the Chamber.
Section 2.
The major responsibilities of the Orange Grove/Lyman Chamber are to design and implement specific programs
attuned to the needs of the Orange Grove/Lyman business community within the overall programs and
philosophies of the Chamber. An inherent responsibility is to represent the Orange Grove/Lyman business
community on issues important to the Chamber.
Section 3.
The Orange Grove/Lyman Chamber annually elects a Chamber Board of Directors which has the authority to set
policy and procedure as is appropriate to its membership and its governing body.
Section 4.
The Board of Directors will consist of ten (10) members elected from the general membership of the Orange
Grove/Lyman Chamber, the President, the President-Elect and the Immediate Past President. The Immediate Past
President shall serve one (1) additional year as a voting member of the Board of Directors. This will maintain
continuity. All members of the Board of Directors must be members in good standing of the Orange Grove/Lyman
Chamber. The general officers of the Orange Grove/Lyman Chamber will consist of a President, the President-
Elect, and Secretary/Treasurer. The President shall be the chief executive officer of the Chamber and shall serve
as President of the Board of Directors. He/She shall preside at all meetings of the Chamber and its Board of
Directors. The President-Elect shall fulfill the responsibilities of the President in he/her absence.
The Chamber’s Administrative Assistant will serve as the Board’s acting Secretary. This is a non-voting position
on the Board of Directors. The Secretary must attend all official meetings of the Board of Directors.
Section 5.
The Orange Grove/Lyman Chamber is an independent Chamber. Any change of status of the Orange
Grove/Lyman Chamber, such as, but not limited to, mergers, dissolution, take-over, etc, will require an 80% vote
of the Board of Directors and an 80% vote of the membership.
ARTICLE III
Section 1. Responsibility
The Orange Grove/Lyman Chamber’s Board of Directors shall set all policy for the Orange Grove/Lyman
Chamber of Commerce. They will approve the Program of Work, Budget and standing committees for the Orange
Grove/Lyman Chamber of Commerce. The Board will elect officers for the Chamber in the manner hereinafter
provided. The Board shall have the authority to create such internal organization of divisions, departments,
committees, etc., deemed advisable for the efficient operation of the Chamber.
Section 2. Term of the Office
Members of the Board of Directors shall serve for two (2) years or until their successors are elected. No member
of the Board will be allowed to serve more than two terms of two (2) years in succession, except in the case
where the president-Elect becomes President and Past-President during year five (5) and year six (6), or Past-
President during year five (5) if so elected by the Board. A partial term of office will not be considered as a full
term.
Section 3. Attendance
Absence from three (3) consecutive regular Board meetings, without excuse deemed valid by the President, shall
be construed as a resignation.
Section 4. Election Schedule
The election of Board members shall be completed by December 1 of each year, and new Board Members and
Officers shall be installed at the December Board meeting, to assume office the first day of January following.
Only five (5) new Board members will be elected each year for a two (2) year term. This will create continuity in
the operation and direction of the Orange Grove/Lyman Chamber of Commerce with the remaining five (5)
Directors who will be completing their final year of their first two (2) year term.
Section 5. Election of Orange Grove/Lyman Chamber Officers and Board of Directors.
A. The President shall appoint a Nominating Committee from the Board of Directors prior to September 1st. This
Nominating Committee will submit a list of eight (8) nominees to replace the five (5) retiring Directors. The
nominees must be in good standing with the Orange Grove/Lyman Chamber. The Chamber Board must vote its
approval of the nominees. This list is to be submitted to the Board prior to October 1. The approved list of eight
(8) nominees must then be submitted to the general membership of the Orange Grove/Lyman Chamber. Each
member will be allowed to vote on a secret ballot for five (5) of the eight (8) nominees. The five (5) nominees
receiving the highest tally of votes will be elected for a two (2) year term.
B. Provisions will be made for write-in candidates. This election must be completed prior to November 1 of each
year. In addition, the Nominating Committee shall also present a list of no less than two (2) and no more than four
(4) nominees for President-Elect. These nominees are to be selected from the five (5) newly elected Directors
and the five (5) Directors who will be completing the second year of their two (2) year term The Board of Directors
will then vote by secret ballot for the new President-Elect. This election must be completed prior to December 1.
The President-Elect automatically becomes President the following year and can serve only one (1) year as
President. The President-Elect/President may not succeed their self. The President, President-Elect, and new
Board of Directors shall assume office at the first meeting of January, and shall serve through December 31.
Section 6. Vacancies
Any vacancies occurring on the Orange Grove/Lyman Chamber Board of Directors during the year will be filled
from the unelected nominees presented to the general membership for the current year’s Board of Directors. If
the office of President becomes vacant during the year, the serving President-Elect will complete the term of the
preceding President as well as his/her own during the next year. If the office of President-Elect becomes vacant
during the year, the President will appoint a Nominating Committee to develop a list of nominees as outlined in
Article III, Section 5B. The Board of Directors will select the new President-Elect as outlined in Article III. Section
5B.
ARTICLE IV
A quorum of the Chamber’s Board of Directors shall consist of six (6) members at a called meeting. The simple
majority rules on all voting of the Board of Directors and the General Membership. The President, as President of
the Board, shall vote only in the case of a tie vote. All references to majority vote in the Bylaws shall be
understood to be simple majority.
ARTICLE V
The fiscal year for the Orange Grove/Lyman Chamber shall be from January 01 through December 31.
ARTICLE VI
The President will establish Standing Committees as he/she feels necessary to complete the Program of Work for
the new year with Board approval as outlined in Article III, Section 1. Considerations should be given to
Environmental Affairs (Beautification); Economic and Governmental Affairs; Education; Meetings; Membership;
Military Affairs; Senior Citizens; Tourism; Transportation, or any other committee needed to meet the objectives of
the Program of Work for the new year.
The President and President-Elect will be equally responsible for the same number of committees (if there are
four (4) committees, each officer will have two (2).
President will appoint from the Board and from the General Membership of the Orange Grove/Lyman Chamber,
the Chairperson and at least two (2) additional members to serve on each committee. The term of office for the
committee chairperson and committee members will be one (1) year.
The President and the President-Elect are to assist the Committee Chairperson in planning and achieving the
assigned committee objectives as outlined by the President for the current year’s Program of Work.
The President may appoint ex officio members to the Board of Directors of the Orange Grove/Lyman Chamber
with Board approval. These appointments should be made when there is additional need for representation from
throughout the community. They may include, but are not inclusive, the Presidents or their representatives of
area service clubs, police or other governmental offices, and the local school districts. The ex officio Board
members will serve a term of one (1) year which may be repeated upon another appointment. They will not have
Board Member voting privileges.
ARTICLE VII
A general membership meeting shall be held at least once per annum; however, general membership meetings
may be held monthly. Special meetings of the Board of Director s may be called at the discretion of the President,
subject to advance notification in writing five (5) days prior to meeting. All meetings shall be governed by
“Robert’s Rules of Order”, when not in conflict with the Bylaws of this organization.
ARTICLE VIII
The Bylaws of this organization may be amended at a regular monthly meeting, or at any special meeting called
for the purpose, by a majority vote of the members of the Board of Directors in attendance at such meeting. No
amendment to the Bylaws shall be put to a vote unless written notice thereof shall have been mailed to each
Board member at least one (1) week prior to the designated meeting at which the proposed amendment is to be
voted. Said notice shall contain a statement of the proposed amendment as well as the matter proposed to be
amended.
These Bylaws shall be effective upon their adoption by a majority vote of the Board of Directors as provided for in
ARTICLE IX of these Bylaws.
ADOPTED AND EFFECTIVE THIS 12 DAY OF May 2006
CHARLES TESTON, CHAIRMAN
KAREN SMITH-JOINER, PRESIDENT – ELECT
DOUGLAS COCKERHAM, DIRECTOR
Amended 08/10/94
Amended 01/15/97
Amended 11/11/97
Amended 06/11/02
Amended 05/12/06
Amended 06/20/06
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