Chamber of Commerce Board Fine Tuning: Unique Positions on the Board
Guest Article Submitted by Bob Harris, CAE and Lisa Weitzel, IOM, CAE
Association and chamber boards try to be inclusive. They add positions to the board in
hopes of gaining insights from as many people as possible. The positions are identified in the bylaws as emeritus, ex-official and public official. Let’s call them unique positions for the purpose of this article:
Emeritus Director – A person is recognized for an achievement such as
retirement, thus the title of emeritus conferred. The intent is to recognize the
person and add stature to the board.
Ex-Officio – A person on the board who is there by virtue of holding another
position. For example, a chamber may add the director of the economic
development council as a part of its leadership team. Or the chief paid officer
(executive director) may have a seat on the board as an ex-officio, with or without
a vote as dictated by the bylaws.
Public Official – A person who holds office, whether elected or appointed, paid
or unpaid, that is required to comply with ethics requirement and laws. For
instance, asking the mayor’s office to serve on the board would be adding a
public official.
Past Presidents – Most boards include the immediate past chief elected officer
as a voting member for a single term. A few organizations include all past
presidents on the board perpetually. For example, these bylaws read: “All past
presidents shall be ex-officio members of the board and shall have a vote.”
Causing Confusion
The effort to be inclusive by adding unique positions to the board can cause confusion.
For example, do the positions have a vote? Are they liable for actions of the
organization? Should they be covered by D & O insurance? Are their names
submitted on IRS Form 990 as part of the governing body?
Interestingly, the State of California enacted a law in 2015 that non-voting members of
the board are positions that may not exist. Board members, or directors, as they are
termed in the law, each have one vote on any matter presented to the board for action.
Thus, in California any person entitled to attend board meetings without a vote is not
a board member at all, even if your bylaws specify so. Canada adopted a similar law.
Personal Experience
Before I became the CEO at the Illinois Association of Chamber Executives, I was a
member of an Illinois local board of education. We often discussed legal
considerations and received briefings on conflicts and public records.
Many public officials are asked to serve on a private sector boards, for example a
charity, chamber or association. Could conflicts of interest arise? Where will the
loyalty lie?
Foremost, I knew my loyalty was to the Ball-Chatham school board and its
stakeholders. Concurrently serving on public and private boards would have been very
difficult for me. Accordingly, after my election, I chose to resign from a private board on
which I served.
The Challenges
There are many considerations to inviting public officials, ex-officios and
emeritus directors on the board.
Discussions – Does having public officials on the board change the dynamics of
discussions and votes? For example, if a chamber wants to support a pro-business
candidate and the mayor’s office is present and opposes, the discussion may be
squelched.
Public Records – Communications with public officials may transform private
documents into public record. While the private organization has very limited public
records, mostly related to the IRS, distributing information to a public official may open
communications and documents to the public. Their position may be subject to open
records, government in the sunshine and freedom of information (FOIA) laws.
Use this example from a county government website to realize how communications
with public officials might impact the association or chamber: “Communications with
county officials are subject to the public records laws of the State of Florida,” and “E-
mail addresses are public records. If you do not want your e-mail address released in
response to a public records request, do not send electronic mail to this entity.”
Conflicts of Interest - It is reasonable to expect that a public official will be conflicted in
support of their own entity. Conflicts must regularly be disclosed. The unique positions
may have their own loyalties. Of course the members of a board must be loyal to the
mission associated with the chamber or association.
Liability – Is it clear that the unique positions will have liability for decisions and actions
of the organization? Should they and can they be covered by D and O insurance
(directors and officers). Do past presidents, ex-officios, emeritus and public officials
recognize any organization can be sued and they could be included in the suit. Do they
have the same rights to indemnification?
Orientation – Private organizations conduct on-boarding so that all directors
understand governance roles and responsibilities. Should it be required that all unique
positions attend an orientation?
Reporting – One reason for including unique positions on the board is to benefit from
their knowledge. During the meeting they are called on to report and update. Thus,
they must sit through the entire meeting. It is possible to ask them to provide a report
without asking them to join the board. Many would prefer to send a report or offer a 10-
minute recap than to stay through a meeting.
Quorum – A quorum is usually defined at 50 percent of the board to conduct business.
Are the ex-officios, emeritus, past presidents and public officials a part of the quorum
count?
Voting – Do the unique positions have a vote? Voting rights will be prescribed in the
bylaws. It has been observed even when an ex-officio has no vote, when the chair
calls for a vote, everybody in the room has participated.
These considerations may persuade an organization to review their bylaws regarding
board composition. Are there other ways to engage unique positions without adding
more seats to the board table?
When considering these aspects, be sure to rely on legal, accounting and insurance
counsel.
Leadership McLean County presents: Leaders on Loan: Project Submission Now Open!
Leadership McLean County (LMC), a program of the McLean County Chamber of Commerce, presents Leaders on Loan. An opportunity offered to community businesses and organizations, Leaders on Loan provides a highly skilled LMC task force group to develop a specific program or accomplish a project that impacts McLean County.
Any member of the McLean County Chamber of Commerce is eligible to apply.
- It is the responsibility of the Leaders on Loan applicant to state a specific project or program
- Scope of the project should be well-defined, with clearly stated deliverables that can be completed over the course of the 9-month program
- Projects should be more tactical in nature than strategic
- Program is separated into four (4) application categories
- Technology Support
- Marketing and Development
- Training and Human Services
- Innovator's Category
Application process:
- Description of project
- Level of need
- Sustainability
- Assigned project manager from your organization
Selection process:
- Semi-finalists will interview with LMC committee
- 5-6 projects will be chosen for the Leaders On Loan program
Applications are currently being accepted through July 19, 2019.
For questions regarding Leaders On Loan, please contact Laura Ewan .
Chamber rescue: Hartford 4th of July festivities
Mark your calendars for a fun-filled afternoon celebrating the Fourth of July in Hartford.
Independence Day, also known as the Fourth of July, is a federal holiday recognized annually. It is the anniversary of the publication of the Declaration of Independence of the United States from Great Britain in 1776. This year, July 4, 2019, is the 243rd birthday of the United States.
With talk of a lack of funding for the annual fireworks in Hartford in the air, the Hartford Area Chamber of Commerce worked diligently to secure generous sponsors who stepped forward to ensure residents and visitors the show will definitely go on.
Additionally, the Hartford Jaycees organized the annual Fourth of July parade as well as the patriotic festivities that take place afterwards.
“It’s iconic Hartford,” said Scott Henke, Executive Director of the Hartford Chamber of Commerce. “It’s a classic Fourth of July event with a parade, fireworks, and family fun festivities.”
Hartford’s parade starts on Thursday, July 4, at 2 p.m. with a route from North Main St. to Veteran’s Park. Following the parade there will be food stands, games, a cornhole tournament, “Frozen Tundra” Wrestling, music and more.
To cap the evening, fireworks are scheduled to begin at dusk at Lincoln Athletic Field, 680 Cedar Street, Hartford, WI.
See below for the names of the sponsors for this year’s fireworks display in Hartford. Read more: Washington County Insider
Rochester Regional Chamber: Introducing the DipJar!
The Rochester Regional Chamber Foundation is pleased to announce a new benefit for Chamber members- the DipJar! The DipJar enables one-step collection and seamless disbursement of credit card donations via cellular connectivity to securely process transactions so no cellphone, WiFi or cable hookup is necessary.
The DipJar is available for members of the Rochester Regional Chamber to use at their fundraising events or to turn your event into a fundraiser for your favorite 501(c)(3) organization. Once the funds raised have been deposited in the RRC Foundation account, a check will be cut for the net amount minus transaction fees.
It’s free for members to use the DipJar one time per year, thereafter $20. To schedule the DipJar, please call the chamber at 248-651-6700.
The DipJar was graciously donated to the Rochester Regional Chamber Foundation by Chief Financial Credit Union.
The Southwest Indiana Chamber team has done an extraordinary job in showcasing the high-earning manufacturing jobs/careers most in demand for the region. This marketing piece won a Communications Excellence Award at the ICEA Annual Conference and is worth a re-share with a correct link for peers to view. For more information: Tara Barney, President & CEO, Southwest Indiana Chamber
#FamousChamber Of Commerce Quotations: (Be happy!)
“There is only one way to happiness and that is to cease worrying about things which are beyond the power of our will.”
Epictetus
Epictetus
iCea iDea of the week: Today's Manufacturing Careers, Tomorrow's Workforce
The Southwest Indiana Chamber team has done an extraordinary job in showcasing the high-earning manufacturing jobs/careers most in demand for the region. This marketing piece won a Communications Excellence Award at the ICEA Annual Conference and is worth a re-share with a correct link for peers to view. For more information: Tara Barney, President & CEO, Southwest Indiana Chamber
Logansport Cass County Community Resource Guide and Map
The Logansport Cass County Community Guide and map is available at the Chamber today! Thanks to the Bill, Teresa and the chamber members for their help and direction putting this together!
Town Square Publications (www.townsquarepublications.com) can help you accomplish your chamber's gloss map, directory, community guide or publication needs at no expense to the chamber. Please email John Dussman at jdussman@tspubs.com or call (847)-427-4633.
Greater Augusta Regional Chamber of Commerce holds annual 'State of the Metro'
The Greater Augusta Regional Chamber of Commerce hosted its annual State of the Metro breakfast on Tuesday morning.The State of the Metro is a time for local leaders to hear about the state of the local economy. Economic directors from Waynesboro, Augusta County and Staunton all spoke to give individual updates and talk about the projects they work on together.
Annette Medlin, the president and CEO of the Greater Augusta Regional Chamber, said that this is a wonderful time to bring everyone together once a year and think about the future.
"Having them all in the room together representing different areas from small business all the way up to large manufacturers is just really a great opportunity for us to celebrate business and then also hear about all of the good things that are going on here," said Medlin.
The directors spoke about new jobs coming to the area and highlighted the recent announcement from Hershey that it will expand. Joint tourism efforts were also discussed.
Greg Hitchin,the director of economic development and tourism for Waynesboro, said, "We can't do it all by ourselves. It takes the companies, it takes the local government, the elected officials, all of us working together to put our economy ahead, put our communities ahead so that everyone can prosper."
One example of the joint tourism efforts is the Virginia Beerwerks trail. The promotion has reached 46 states so far and encourages folks to extend their stay in the Shenandoah Valley. Now people who go through the trail are required to get eight stamps instead of six to receive a t-shirt because it is so popular.
Tourism Board joins Chamber, others on Frankfort 'entertainment district' supporters
The Birmingham-Bloomfield 2018-2019 Membership Directory and Community Resource Guide is available at the Birmingham-Bloomfield Chamber of Commerce today! Thank you to Joe Bauman and the Chamber team for their help and direction putting this together!
Chamber Interest: New Baby Cafe Opens in Pascagoula
Tourism Board joins Chamber, others on Frankfort 'entertainment district' supporters
With a Frankfort City Commission meeting on the horizon, the city’s most prominent business and tourism advocacy boards have all endorsed an “entertainment district” designation for downtown.
The Frankfort/Franklin County Tourist and Convention Commission recently joined supporters of the measure. The Entertainment Destination Center (EDC) designation, which is a license given by Kentucky Alcohol Beverage Control, would give the city the ability to designate certain areas in which open alcohol containers are allowed during certain times. The tourism board unanimously approved a letter of support to Frankfort commissioners.
In the letter, board members wrote that an EDC designation supports the downtown master plan's goal to revitalize the area by promoting business and visitors.
“The EDC designation will activate our downtown by allowing and encouraging customers to get out and explore everything downtown Frankfort has to offer,” the letter states. “As an organization that promotes tourism and the economic benefit it brings, we believe that we must do everything possible to allow our restaurants, bars, retail and tourism attractions to grow and thrive. We trust this designation will help with that.”
The letters from Downtown Frankfort Inc. (DFI), the Frankfort Area Chamber of Commerce, Kentucky Capital Development Corp. (KCDC) and now the tourism board have been sent to the city commissioners for their consideration. If commissioners approve, they would then create an ordinance defining the boundaries of the EDC and apply through the ABC for a license, which would cost $2,577.
The city has already been enjoying the benefits of an EDC during some of its events without the proper license, according to Kelly Everman, director of DFI. That prompted DFI, which hosts the Summer Concert Series, to lead the effort to get those events into compliance with state law, which opened a possibility for the city to make downtown more vibrant.
Everman told The State Journal that the designation would allow for certain areas to be “activated” by the city as EDCs during special events. In those areas, adults would be able to congregate in public rights-of-way with open alcohol containers. Businesses that do not have state licenses to sell alcohol would be able to get a permit from the city. Read More: State Journal
Birmingham Bloomfield 2018-2019 Membership Directory and Community Resource Guide
The Birmingham-Bloomfield 2018-2019 Membership Directory and Community Resource Guide is available at the Birmingham-Bloomfield Chamber of Commerce today! Thank you to Joe Bauman and the Chamber team for their help and direction putting this together!
Town Square Publications (www.townsquarepublications.com) can help you accomplish your chamber's gloss map, directory, community profile or publication needs at no expense to the chamber. Please email John Dussman at jdussman@tspubs.com or call (847)-427-4633.
Chamber Interest: New Baby Cafe Opens in Pascagoula
New and expecting mothers all across the Mississippi Gulf Coast now have a brand new resource as they transition to parenthood.
The Baby Café is a support group at the Singing River Health System in Pascagoula. It’s designed to give new and expecting mothers and families a space to connect and receive resources on breastfeeding their children. SRHS Lactation Expert Tina Fritz said, “It can be hard to get good information. So, the purpose of the Baby Café is to give support for breastfeeding families as well as to share accurate information.”
Implemented with help from a CDC grant, the café is designed to be especially helpful for those who may not have a prior background in breastfeeding. “Not everybody comes from a family where mother’s breastfeed, so you know, there can be a mother who gives birth to a baby and maybe she wasn’t breastfed by her mother.”
Community and business leaders from the area were also on hand for the ribbon cutting ceremony. They noted the importance of having a center like the Baby Café in the community. Jackson County Chamber of Commerce Executive Board Member Todd Trenchard said, “Having something like this, being the first of its kind is exciting. You can see the turnout today. There’s a lot of interest in our community of people to come out to see this for the first time.”
The hope is that this new resource will benefit mothers and families for years to come. “We are here to support every mother who wants to provide breast milk for her baby, no matter how she does that,” said Fritz. Read more: WXXV TV 25
Town Square Publications Chamber Membership Directories and Community Profiles: The best in the U.S.
Town Square Publications, a division of the Daily Herald Media Group, is a national chamber custom publishing group that specializes in developing partnerships by producing high-quality print and digitally integrated publications along with other added value programs dedicated to creating relevancy for local chambers of commerce and other membership focused organizations interested in raising non-dues revenues.
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Chambers of Commerce and member focused organizations serve as a valuable resource in the local marketplace. The networking opportunities and representation with a wide variety of diverse businesses in your community is the catalyst of a successful organization. For further information about Town Square's publishing partnership with chambers of commerce and our No-Cost guarantee and Earned Revenue Share Program, To request your chamber publication or map proposal, contact Town Square Chamber Proposal
