RUSSIAN AMERICAN CHAMBER OF COMMERCE FOR SILICON VALLEY

By-Laws adopted December 1, 2005
BY-LAWS OF THE RUSSIAN AMERICAN CHAMBER OF COMMERCE FOR SILICON VALLEY

ARTICLE I
Name
This organization is incorporated under the laws of the Commonwealth of California and known as the Russian American Chamber of Commerce for Silicon Valley, DBA "RACC".
ARTICLE II
Objective
The objectives of the Russian American Chamber of Commerce For Silicon Valley (hereinafter referred to as “Chamber”) are:
1.  to develop, encourage, promote and protect the commercial, professional, financial, general business and residential interests of Russian-speaking Americans; 
2.  to strengthen the Russian-speaking community in the United States; and 
3.  to foster, develop, and protect the industry and residential development of the Philadelphia area.
ARTICLE III
Limitations
The Chamber shall be no-partisan, non-sectional, no-sectarian and non-political and shall not engage in partisan politics, nor shall it support or oppose any candidate for elective office in any municipality, count, or state government.
ARTICLE IV
Membership Eligibility
Any person, firm, association, or corporation regardless of its origin, citizenship or place of registration which is interested in general welfare of the Russian-speaking community in the US and prosperity of the Philadelphia area might be eligible for membership in the Chamber.
The final determination of the eligibility shall be at the sole discretion of the Executive Committee.
ARTICLE V
Membership Dues period and Fees structure.
It is recognized that each active member shall pay dues to support this organization. The amount of dues to be paid by each member shall be fixed. The roster of members reflecting amount of dues paid by each shall be available for inspection by any member in good standing. There shall be three classes of membership as follows:
(1) A corporate membership which may be held by any business establishment. Membership fee - $75 (seventy five) 
(2) A commercial membership which may be held by any person who is self-employed or is employed by any firm or corporation engaged in business in the United States. Membership fee - $50 (fifty). 
(3) A non-for-profit membership for any entity defined as "non-for-profit" under the US IRS Code. Membership fee - $50 (fifty).
The Board of Directors is allowed to designate subclasses within the commercial membership class based on the reported financial cash flow or years in business for an entity. There shall be no discrimination of members based on race, ethnicity, gender, religion or disability.
The dues payment schedule is to be established by the Board of Directors of the Chamber. Dues are to be paid semiannually.  The Treasurer shall be responsible for billing.  Dues shall not be refundable.
ARTICLE VI
Membership – Honorary 
Board of Directors may, at any regular meeting and by unanimous vote, admit to honorary membership any person deemed worthy of such distinction. Honorary members shall have all the benefits of the membership, except voting rights and be exempt from all fee and dues.
A proposal to award honorary membership may be made in writing to the Membership Committee by any member of the Chamber.  If the Membership Committee approves such proposal, the name shall be presented for nomination to Board of Directors along with a brief statement of the reasons thereof. 
The Honorary Membership may be revoked by the Membership Committee at any time.
ARTICLE VII
Membership – Election 
Application for membership shall be made to the Executive Committee and the application shall be regarded as guaranteed on the part of the applicant of his or her interest in or sympathy with the purpose of the Chamber and of his or her adherence to the By-Laws, rules and regulations.
ARTICLE VIII
Membership – Expulsion
Any member may be expelled by the Board of Directors for non-payment of dues.  Any member may be expelled by two-thirds majority of Directors present and voting for conduct that is not compatible with the “Ethic code of membership”.
Such member shall be given a due notice of the charges against him or her and shall have the opportunity to appear before the Board of Directors in his or her defense.
ARTICLE IX
Membership – Meetings
There shall be regular monthly meetings of the active members of the Chamber of Commerce on second Wednesday of the month and at the place designated by the Board of Directors.
Ten (10%) percent of the Membership shall constitute a quorum at monthly meetings. 
Any voting at the membership meetings shall be determined by the simple majority of votes.
ARTICLE X
Board of Directors
The government of the Russian Americans Chamber of Commerce, the direction of its work, and the control of its property shall be vested in a Board of Directors which shall consist of not less than three (3) and no more than nine (9) members who shall be elected or appointed by the members of the Chamber. Each Director shall serve a term of one year.
Any Director or Officer who is absent from four consecutive regularly scheduled meetings shall be notified that his or her position is automatically terminated and a replacement it to be selected according to these By-Laws unless he or she is excused by the Broad of Directors for good and sufficient reason.
Vacancies on the Board of Directors shall be filled by majority vote of the members present at the next meeting. The Director so selected shall serve for the remainder of the term of the member replaced.
ARTICLE XI
Board of Directors - Nomination - Election
The election of the members of the Board of Directors of the Chamber shall be held annually at the regular meeting in September.
Nominations for the Board of Directors and the Executive Committee shall be submitted by active members present at the meeting.
ARTICLE XII
Board of Directors – Supervision of Election
The President shall appoint a committee of three election judges to receive the ballots and determine the validity of each, and to count the ballots. The Treasurer shall prepare a poll list of all member entitled to vote for the judges of election.
ARTICLE XIII
Quorum for Transaction of Business
Two thirds majority of the Board of Directors and the Executive Committee shall constitute a quorum for the transaction of Chamber business.
ARTICLE XIV
Officers
At the first regular meeting in January of each year, or as soon thereafter as possible, the Board of Directors and Executive members shall be installed.
ARTICLE XV
Officers – Duties of the President
The President shall be the chief officer of the Chamber; shall preside at meetings of the Board of Directors; shall have general supervision of the business and affairs of the organization; shall assist in formulating and promoting the general program of the Chamber; shall appoint all committees subject to approval by the Board; shall sign all contracts and obligations of the organization; shall preside at all meetings of the members of the Chamber; the President shall be a member of, and chairman of the Executive Committee and a member of all committees of the Chamber.
ARTICLE XVI
Officers – Duties of the Secretary
The elected Secretary may be delegated by the President to perform the President's duties in the event of President's temporary absence from meetings.
The Secretary shall notify members of meetings and record minutes of all meetings.
If the Directors Board and the Secretary agree so, the Secretary may be hired as an Executive Director.
ARTICLE XVII
Officers – Duties of the Treasurer
The treasurer, under the direction of the Board of Directors, shall generally supervise the finance of the Chamber.
The treasurer shall act as the chairman of the Finance Committee and be one of the signatories of disbursements.
ARTICLE XVIII
Management – Executive Director
The Board of Directors shall employ an Executive Director and shall fix his or her salary and other considerations of employment.  The Chamber shall be an Equal Opportunity / Affirmative Action Employer. The employment shall be considered “at will” and can be terminated by either side with a two-week notice. 
If the Board of Directors and the Secretary agree so, the Secretary may be hired as an Executive Director.
The President and the Executive Committee shall annually review the performance of the Executive Director and report the results of said review to the Board of Directors. 
ARTICLE XIX
Committees – Appointment, Function, Authority
The Board of Directors shall authorize and define the powers and duties of all standing and special committees except those committees whose functions are set forth in these By-Laws. The chairmen of all committees shall be selected from the membership of the Chamber.
            It shall be the function of committees to undertake investigations, conduct hearings, make recommendations to the Board of Directors and to carry out such other activities as may be delegated to them by the Board.  They shall conduct examinations and compile reports with respect to any subjects that may be referred to them by the Chamber and they may originate and report to the Board such views as they may deem proper for its considerations.
No committee or its member shall take or make public any formal action, or make public any resolution, or in any way comment the Chamber or question the policies of the Board of Directors.
Special committees shall be discharged by the President when their work has been completed and their reports are accepted, or when in the opinion of the Board of Directors, it is wise to discontinue the committees.
ARTICLE XX
Committee - Executive
The Executive Committee shall be composed of the President, Treasurer, Secretary and one or two members, appointed by the President, and shall have the power to make decisions on matters of emergency.  Actions of the Executive Committee shall be reported immediately to the Board of Directors for their approval.
ARTICLE XXI
Committee - Finance and Budget
The Finance Committee composed of the Treasurer, as chairman, and not to exceed two other members of the Board of Directors, shall be appointed by the President.  The Committee shall, from time to time, advise the Board of Directors with respect to the financial position and financial policies of the Chamber and shall suggest ways and means of conserving and increasing the membership and revenues of the organization.
Prior to the end of teach fiscal year, the finance committee shall compile a budget of estimated expenses for the oncoming year, including a stated amount for each committee, and submit it to the Board of Directors.  As passed by the Board, with or without modification, this budget will function as appropriation measure for the Chamber. No committee may exceed its appropriation without consent of the Board of Directors.
The Committee shall cause the books and accounts of the Treasurer to be examined and audited at the close of the year's business and shall report the findings to the Chamber at its annual meeting.
ARTICLE XXII
Referenda
When the Board deems any subject to be of sufficient importance, it may, by vote of the majority of the Board, submit the same to a referendum by letter ballot; or upon petition signed by twenty members, after reference to and consideration by the proper committee, provided the subject is germane to the purpose for which the Chamber exists, it shall submit such subject to referendum by letter ballot. A majority of the votes cast shall control. Votes shall be cast within ten (10) days. The election judges shall open and count all votes and report the results of the referendum to the Executive Committee or Board of Directors.
 
ARTICLE XXIII 
Disbursements
No disbursements of funds of the Chamber shall be made unless the same shall have been authorized, approved and ordered by the Board of Directors. All disbursements, other than petty cash, shall be made by check signed by any two of the following; the President, the Treasurer and/or Executive Director of the Chamber.
ARTICLE XXIV
Fiscal Year
The fiscal year shall be from January First to December Thirty First.
ARTICLE XXV
Amendments
These By-Laws may be repealed, or amended, or new By-Laws may be adopted by the vote or written consent of a majority of the general membership of the Chamber entitled to vote or the majority of the quorum of the membership at a meeting for said purpose according to these By-Laws.