Article I – Name
The name of this organization is NOIR BLACK CHAMBER OF COMMERCE INC.

Article II - Place of Business
The Chamber’s place of business is 1151 South Fourth Street, Suite 206, Louisville, Kentucky 40203. The mailing address is the same.

Article III – Purpose
The purpose of the Chamber shall be to provide support, effective networking, and sharing of information to assist Kentucky black owned businesses thrive, and to uplift and support economic development amongst low-income black communities within Kentucky. The Chamber is a nonprofit, nonpartisan and nonsectarian 501(c)3 organization.

Article IV – Powers
The Chamber is empowered to raise and receive money and other property by gift, devise, subscription, dues, and other legal means and to expand and contribute the funds so raised and perform actions necessary to carry out the purpose set forth in Article III of these by-laws. The Chamber shall have no capital stock and shall be operated solely for charitable purposes

Article V – Membership
Any Kentucky black owned business having an interest in the objectives of the organization shall be eligible to apply for membership. The levels of membership are:

Member – A black business of any type wishing to join the Chamber.

Student Chapter - A Black organization of students at a designated college or university wishing to have direct membership with the Chamber.

Business SponsorA special membership for small to midsize businesses seeking to become a Tier II sponsor of the Chamber.


Major Corporate Sponsor – A business with over $1 million in sales seeking to become a Tier I sponsor of the Chamber.

Article VI - Board of Directors and Officers

Board of Directors: There shall be no more than Nine Board of Directors at any one time. There shall be elections as vacancies are filled for the duration of the period designated for the vacancy. At each Annual Meeting, the Chamber Directors may fix the number of Directors, shall elect one-third of the number of so fixed to serve a term of three years, and may elect additional Directors for shorter terms to fill vacancies. The intent of this By-Law is that wherever practical the term of office of one-third of the number of Directors elected at any annual meeting shall expire at the next succeeding Annual Meeting. The Board of Directors shall make, implement, and supervise the policies of the Chapter, shall elect all officers, and may fill vacancies in the Board of Directors, if needed, between Annual Meetings.  
Executive Board of Directors: The Executive Board of Directors, elected from among the Board of Directors, shall consist of a Chairman, President, Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may choose to elect.


Chairman: The Chairman shall preside at all meetings of the members of the Board of Directors.  The term of the Chairman is two years.

President: The President shall implement Chamber policy as established by the Board of Directors. The President is responsible for all activities and implements and manages the Strategic Plan. The President shall be the custodian of all Chamber funds. At Chamber expense he/she and the Treasurer shall be bonded each year. All bank deposits and withdrawals must be signed by both The President and Secretary, and all receipts in a bank or banks designated by the Board of Directors and shall disburse Chamber funds only by checks or other orders for the payment of money. The President and Treasurer shall make and submit to the Chamber such reports as the Chamber may prescribe relative to Chamber finances.

Vice-President: The Vice-President shall assist The President and such other officers as the Board of Directors may from time to time elect shall have such powers and perform such duties as the Board of Directors may determine.

Treasurer: The Treasurer will oversee all financial records and manage the audits as they occur. The Treasurer will be ready always to accurately report to the Board of Directors the financial status of the Chamber.

Secretary: The Secretary shall record and keep minutes of the meetings and shall prepare and transmit to the Chamber such reports as may be required by the Chamber pursuant to these By-Laws.


Board Members: Board Members and such other officers as the Executive Board of Directors may from time to time elect shall have such powers and perform such duties as the Board of Directors may determine.

Committees: The President, by and with approval of the Board of Directors, shall appoint all committees and committee chairmen. He/she may appoint such ad hoc committees and their chairmen, as he deems necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the President/CEO and in no event shall exceed the term of the appointing President/CEO. It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors and to carry on such activities as may be delegated to them by the Board. The committees will be, but not limited to, Nomination, Budget, Executive, Technology, International Trade, Title VI, and Section 3.

Divisions: The Board may create such divisions, bureaus, departments, or councils, as it deems advisable to handle the work of the Chamber. The Board shall authorize and define the powers and duties of all divisions, bureaus, departments and councils. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments or councils.

Management: The Board of Directors shall employ an Executive Director and shall fix his salary and other considerations of employment. The Executive Director shall act for and on behalf of the Board of Directors when the Board is not in session and shall be accountable to the Board for its action.

Executive Director: The Executive Director at the guidance and management of the Board of Directors manages the staff and operations. The Executive Director can also manage the monies that are received and, in addition to the President/CEO, is a signor on Chamber accounts.

Staff: The Executive Director will hire and train staff for the Chamber office. The positions and duties shall be consistent with the Strategic Plan and will be predicated on the Annual Budget and sufficient funding.

Article VII – Finances

Funds: All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be carried over to the following year.

Disbursements: Upon approval of the budget, the President and Treasurer are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be by check.

Fiscal Year: The fiscal year of the Chamber shall close on December 31.

Budget: As soon as possible after election of the new Board of Directors, the Treasurer shall compile a budget of estimated expenses for the coming year and submit it to the Board of Directors for approval.

Insurance: The Board of Directors shall purchase Directors & Officers Insurance (D&O) to protects board members who are sued over decisions made while serving on your board.

Bonding: The Chairman, President and such other officers of the Board may designate shall be bonded by a sufficient fidelity bond in an amount set by the Board and paid for by the Chamber.

Procedure: The Chamber shall use its funds only to accomplish the objectives and purposes specified in these by-laws, and no part of said funds shall inure, or be distributed, to the members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Article VIII - Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the By-Laws of the Chamber.

Article IX – Amendments

Revisions: These by-laws may be amended or altered by a two-thirds (2/3) vote of the Board or by most of the members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing, at least ten (10) days before the meeting at which they are to be acted upon. Written proxy votes are acceptable.




• Duty of Care — Each board member has a governing responsibility to participate actively in making decisions on behalf of the organization and to exercise his or her best judgment while doing so.

• Duty of Loyalty — Each board member must put the interests of the organization before their personal and professional interests when acting on behalf of the organization in a decision- making capacity. The organization’s needs come first.

• Duty of Compliance — Board members bear the legal responsibility of ensuring that the organization complies with the applicable federal, state, and local laws and adheres to its mission.


• To Determine Mission and Purpose. The board must create and review statements of mission and purpose that articulate goals, means, and primary constituents served.


• To Select Chief Executive Officer. The board must reach a consensus on the chief executive's responsibilities and undertake careful search for most qualified individual for the position.

• To Support and Evaluate Chief Executive Officer. The board must ensure the chief executive has the moral and professional support he or she needs to further the goals of the organization.

• To Ensure Effective Planning. The board must actively participate in overall planning process and assist in implementing and monitoring the plan's goals.

• To Monitor and Strengthen Programs and Services. The board must determine which programs are consistent with the organization's mission and monitor their effectiveness.

• To Ensure Adequate Financial Resources. The board's foremost responsibility is to secure adequate resources for the organization to fulfill its mission.

• To Protect Assets and Provide Proper Financial Oversight. The board must assist in developing the annual budget and ensuring proper financial controls are in place.

• To Build a Competent Board. The board must articulate prerequisites to nominated board candidates, orient new members, and periodically and comprehensively evaluate their own performance.

• To Ensure Legal and Ethical Integrity. The board must adhere to legal standards and ethical norms.

• To Enhance the Organization's Public Standing. The board must clearly articulate the organization's mission, accomplishments, and goals to the public and garner support from the community.

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