Bylaws

General
Section 1

Name: The name of the organization is the Asian American Chamber of Commerce United Inc. DBA the Asian Philippine American Chamber of Commerce United. The corporation shall have a perpetual existence.The effective date of incorporation shall be upon filing by the Secretary of State. This corporation will not have members (as such are defined by the Tennessee Nonprofit Corporation Act) but instead shall have members solely for the purposes of Voting. (See Article 2 §1 part 2).

Prohibited Activities 

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in section 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

Section 2 The Asian American Chamber of Commerce United Inc. DBA Asian Philippine American Chamber of Commerce United is incorporated as a nonprofit mutual benefit corporation pursuant to the requirements of the Tennessee Nonprofit Corporation Act. Purposes are within the meaning of section 501(c)(6) of the Internal Revenue Code, and any future tax code and its duration shall be perpetual.

The APACCU is nonprofit, nonpartisan, and nonsectarian and abides by the rules set forth via the 501(c)(6) classification.

The purpose of the Asian American Chamber of Commerce United Inc. is to promote the common business interests of its members and to improve business conditions within the community. Specifically, the Chamber aims to:

1. Advocate for Business Interests:
   1. Represent and advocate for the interests of the Asian and Filipino American business community at local, state, national, and international levels.
   2. Engage in legislative and regulatory advocacy to create a favorable business environment.
2. Foster Economic Growth:
   1. Support economic development initiatives that enhance the prosperity of the Asian Philippine American community.
   2. Promote programs and activities that stimulate Asian Filipino-inspired business growth and attract new Asian, Filipino American, and Pacific Islander-inspired businesses to the area locally, regionally, statewide, nationally, and internationally.
3. Provide Networking Opportunities:
   1. Facilitate networking events, workshops, and seminars to help members build relationships and share best practices.
   2. Encourage collaboration and partnerships among members to strengthen the Asian, Filipino American, and Pacific Islander business community.
4. Enhance Professional Development:
   1. Offer educational programs and resources to help members improve their business skills and knowledge.
   2. Provide access to training and development opportunities that support business success.
5. Promote Community Engagement:
   1. Support civic, social, and cultural initiatives that enhance the quality of life in the Asian, Filipino, and Pacific Islander communities.
   2. Encourage member involvement in community service and philanthropic activities that improve conditions both here and in the Asian continent.
6. Improve Business Conditions:
   1. Identify and address issues that impact the Asian American business environment and work towards solutions.
   2. Collaborate with other organizations and stakeholders to create a thriving business ecosystem.
7. Support Member Businesses:
   1. Provide resources and assistance to help member businesses succeed and grow.
   2. Offer marketing and promotional opportunities to increase the visibility of member businesses.

The Asian American Chamber of Commerce United's mission is to advance the general welfare and prosperity of Asian Americans so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, and educational interests of the Asian Filipino American Communities in Tennessee and abroad.

Article I
Meetings

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.

Section 2: Additional Meetings (general membership, board, and committee meetings)

1. General meetings of the chamber are held on the third (3rd) Thursday of every month.
2. Special Meetings. Special meetings may be requested by the President or the Board of Directors. 
3. Committee Meetings. committee meetings may be called at any time by the chair of the board, the respective department vice chair, or by the committee’s chair.
4. Emergency Meetings. Notice, including the purpose of the meetings, shall be given to each director at least 1 day prior to said meeting and requires only a majority. The President will do his best to accommodate a time that is best for the majority of directors and due to short notice, those who cannot attend will be considered excused.
5. Any meetingof members under this section is not requiredto be held at a geographic locationif the meeting is held utilizingthe Internet or other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.

Section 3: Notices, Agendas, and Minutes

Written notice of all chamber meetings must be given at least 10 days in advance, unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of the organization’s procedures manual. when a committee consists of more than 9 members. In that case, 5 shall constitute a quorum.

Section 4. Meetings Held Electronically. Except as otherwise provided in these bylaws, meetings of the Board may be conducted through the use of Internet meeting services designated by the President that support anonymous voting and may support visible displays identifying those participating, identifying those seeking recognition to speak, showing (or permitting the retrieval of) the text of pending motions, and showing the results of votes. These electronic meetings of the Board shall be subject to all rules adopted by the Board, or by the Chamber, to govern them, which may include any reasonable limitations on, and requirements for, Board members’ participation. Any such rules adopted by the Board shall supersede any conflicting rules in the parliamentary authority but may not otherwise conflict with or alter any rule or decision of the Chamber. An anonymous vote conducted through the designated Internet meeting service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that a vote be conducted by ballot. 

Section 5. Meetings Held in Person. Some particular meeting or meetings of the Board may be held in person either (a) when the President or Executive Vice-President has obtained written consent for this from every Board member, or (b) when ordered by the Board, by a two-thirds vote with previous notice of a motion to do so having been given.

Section 6: Quorums: A two-thirds (2/3) majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors presentat a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in a representation of less than a quorum.

Article II
Membership

Section 1: Eligibility

Any person, Sole proprietor, association, corporation, partnership, or estate having an interest in the objectives of the Chamber shall be eligible for membership.

The MEMBERS of this Non-Profit mutual benefit Corporation shall be the "Shareholders" of the corporation, and shall together have unlimited voting rights and will be entitled to receive the net assets of the corporation upon dissolution.

Section 2: Election (how an application is made, received, and approved)

Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. Election of members shall be by the board of directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.

Section 3: Membership Dues:

Membership dues shall be payable on an annual basis on the anniversary of the admission date of the member or on a date designated from time to time by the Board of Directors.

Membership investments shall be at such rates, schedule, or formula as may be from time to time prescribed by the board of directors, payable in advance.

The Corporation shall initially have four (4) Classes of Members. The designation of classes and the qualifications and rights of the members shall be as follows.:

1. Investment Class (Voting):
2. Voting Class:
3. Non-Voting Class: 
4. Honorary Membership Class (non-Voting) 

Recognizing that the tangible benefit of APACCU Inc. for its members at present will be mostly networking opportunities, and an investment in the economic growth of the Asian Philippine Community at the beginning, the Initial startup annual investment (membership dues) must be affordable. Therefore, it shall be as follows and based on the number of employees of the business. Any business may regardless of the number of employees, voluntarily make a higher investment to be included in the higher membership class to help the growth of the chamber:

1. Investment Class (Voting): $250.00 (Individuals or Businesses with 10 or more employees)
2. Voting Class: $100.00 (Individuals or Businesses with 1 to 9 Employees)
3. Non-Voting Class: $50.00 (Individuals or Small Business DBA and Sole Proprietor non-incorporated) This Class may opt-in at the higher voting class rates to become a certificate holder with voting rights by paying the required dues of a voting member.
4. Honorary Membership Class (non-Voting) See Section 10.

Section 4: Termination (resignation, expulsion, and delinquency)

1. Any member may resign from the chamber upon written request to the Board of Directors.
2. any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause;
3. and any member may be expelled by a two-thirds vote of the board of directors, at a regularly scheduled or special meeting called for that purpose thereof, for conduct unbecoming a member or conduct prejudicial to the aims or repute of the chamber after notice and opportunity for a hearing are afforded the member complained against.

Section 5: Voting

In any case, proceeding in which voting by members is called for, each member in good standing shall be entitled to 1 vote, and each member firm, association, or corporation shall be entitled to the number of votes determined by the amount of investment paid, not to exceed 10 votes.

Section 6: Exercise of Privileges (assignment of membership and any limitations)

Any firm, Sole proprietor, association, corporation, partnership, or estate-holding membership may nominate individuals whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its nomination upon written notice.

Section 7: Orientation (indicate areas of complete orientation and ensure that detailed outlines of each group are part of the procedures manual.)

At regular intervals, orientation on the purposes and activities of this Chamber shall be conducted for the following groups: New officers and Directors, Current Officers and Directors, Committee Chair, Committees, and new members. A detailed outline for each of these groups shall be a part of the organization’s procedures manual or orientation handbook.

Section 8: Honorary Membership

Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members except the right to vote and shall be exempt from payment of dues. The board of directors shall confer or revoke honorary membership by a majority vote.

Article III
Board of Directors

Section 1: Composition of the Board

The board of directors shall be composed of not less than 3 members, one-third of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualified. The incoming chair of the board may appoint, subject to the approval of the board, 3 to 6 members to the board to serve one-year terms. The past chair and the president shall serve as members of the board.

The government and policy-making responsibilities of the chamber shall be vested in the board of directors, which shall control its property, be responsible for its finances, and direct its affairs.

Section 2: Selection and Election of Directors

1. Nominating Committee At the regular (month) board meetings, the chair of the board shall appoint, subject to the approval of the board of directors, a nominating committee of (number) members of the chamber. The chair of the board shall designate the chair of the committee. Before (date), the Nominating Committee shall present to the president a slate of (number of vacancies) candidates to serve 3-year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No board member who has served two consecutive 3-year terms is eligible for election for a third term. A period of 1 year must elapse before eligibility is restored.
    
2. Public Notice of Nominations Upon receipt of the Nominating Committee’s report, the president shall immediately notify the membership by mail of the names of persons nominated as candidates for directors and the right of petition.
    
3. Nominations by Petition. Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least three (3) qualified members of the chamber. Such petition shall be filed with the Nominating Committee within 10 days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
    
4. Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of (number of vacancies) candidates shall be declared elected by the board of directors at their regular (month) board meeting.
   
   If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order.
   
   Instructions will be to vote for (number of vacancies) candidates only. The president shall mail this ballot to all active members at least 15 days before the regular (month) board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber office within 10 days. The Board of Directors shall at its regular (month) board meeting declare the (number) candidates with the greatest number of votes elected.
    
5. Judges. The chair of the board shall appoint, subject to the approval of the board of directors, at least 3, but not more than 5, judges who are not members of the board of directors or candidates for election. One will be designated chair. Such judges shall have complete supervision of the election, including auditing the ballots. They shall report the results of the election to the Board of Directors.

Section 3: Seating of New Directors

All newly elected and appointed board members shall be seated at the regular (month) board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year.

Section 4: Vacancies

A member of the Board of Directors who shall be absent from 3 consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the board unless confined by illness or other excused absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the board, or among the officers, shall be filled by the board by a majority vote.

Section 5: Policy (statements of position on issues)

The Board of Directors is responsible for establishing procedures and formulating policy for the Chamber. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a policy manual to be reviewed annually and revised, as necessary.

Section 6: Management

The board of directors may employ a president (or appropriate title) and shall fix the salary and other considerations of employment.

Section 7: Indemnification

The chamber may, by resolution of the board of directors, provide for indemnification by the chamber of any and all current or former officers, directors, and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which any of them are made parties, or a party, by reason of having been officers, directors, and employees of the chamber, except whereby such person is accused and convicted of having fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the corporation, or as otherwise provided under applicable statute.

Article IV
Officers

Section 1: Determination of Officers

The Board of Directors (new and retiring) at its regular (month) meeting shall reorganize the Directors for the coming year. The Nominating Committee for Directors shall also nominate officers each year. At this meeting, the Board shall elect the chair of the board, chair-elect, and as many vice chairs as deemed necessary to conduct the activities of the chamber and the treasurer. Officers will be elected from members of the new board. All officers shall take office on the first day of the new fiscal year and serve for a term of 1 year or until their successors assume the duties of office. They shall be voting members of the board of directors.

Section 2: Duties of Officers

1. Chair of the Board. The chair shall serve as the chief elected officer of the chamber of commerce and shall preside at all meetings of the membership, board of directors, and Executive Committee. The chair of the board shall, with the advice and counsel of the president, assign the vice chair to divisional or departmental responsibility, subject to board approval. The chair of the board shall, with the advice and counsel of the vice chairmen and the president, determine all committees, select all committee chairs, and assist in the selection of committee personnel, subject to the approval of the board of directors.
2. Chair-Elect. The chair-elect shall exercise the powers and authority and perform the duties of the chair in the absence or disability of the chair. The chair-elect shall also serve as head of the Program of Work Committee of the chamber. As such, the chair-elect and the committee will be responsible for determining that the program activities of the chamber are of such duration as is required, at all times being alert to ensure that the activities of the chamber are directed toward achieving business and community needs in the area served by the chamber.
3. Vice Chair. The duties of the vice chair shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the chair and board of directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
4. Treasurer. The treasurer shall be responsible for the safeguarding of all funds received by the chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the board of directors. Checks are to be signed by the treasurer and the president or, in the absence of either or both, by any two officers. The treasurer shall cause a monthly financial report to be made to the board.
5. Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
6. Secretary. The Secretary shallgive notice of all meetingsof the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors meetings and all committee meetings.
7. President. (or preferred title). The president shall be the chief administrative and executive officer. The president may serve as secretary to the board of directors and prepare notices, agendas, and minutes of board meetings. The president shall serve as adviser to the chair of the board and Program of Work Committee on program planning and shall assemble information and data and prepare special reports as directed by the program of the chamber.
   
   The president shall be a member of the board of directors, the Executive Committee, and all other committees. With the assistance of the divisional vice chair, the president shall be responsible for the administration of the program of work in accordance with the policies and regulations of the board of directors. The president shall be responsible for hiring, discharging, directing, and supervising all employees.
   With the cooperation of the Program of Work Committee and the Budget Committee, the president shall be responsible for the preparation of an operating budget covering all activities of the chamber subject to the approval of the board of directors. The president shall also be responsible for all expenditures with approved budget allocations.

Section 3: Executive Committee

The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall be composed of the 

chair of the board, past chair, chair-elect, vice chair, treasurer, and the president. The chair of the board will serve as chair of the Executive Committee.

Section 4: Indemnification

The chamber may, by resolution of the board of directors, provide for indemnification by the chamber any of its officers or former officers as spelled out in Article III, Section 7 of these bylaws.

ARTICLE IV
Corporate Seal, Execution of Instruments
 

The Chamber shall have a corporate seal, which may be embossed, pre-inked, or self-inking, wax, rubber stamp, or electronic seals and shall be affixed to amendments to the Articles of Incorporation, (Nonprofit Charter) resolutions, deeds, mortgages, and other instruments affecting or relating to real estate. All instruments that are executed on behalf of the Chamber which are acknowledged, and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the Chamber, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.

Article V
Committees and Divisions

Section 1: Appointment and Authority The Chair of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee chairs. The Chair of the Board may appoint such ad hoc committees, and their chair as deemed necessary to conduct the programs of the chamber. Committee appointments shall be at the will and pleasure of the chair of the board and shall serve concurrently with the term of the appointing chair of the board unless a different term is approved by the board of directors.

It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the board of directors, and conduct such activities as may be delegated to them by the board.

Section 2: Limitation of Authority

No action by any member, committee, division, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the chamber until it has been approved or ratified by the board of directors.

Committees shall be discharged by the chair of the board when their work has been completed and their reports accepted, or when, in the opinion of the board of directors, it is deemed wise to discontinue the committees.

Section 3: Testimony

Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chair or, in their absence the individuals they designate as being familiar enough with the issue to give testimony or make presentations before civic and governmental agencies.

Section 4: Division

The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations it deems advisable to oversee the work of the chamber.

The board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the chamber unless it is not approved by the board of directors.

Article VI
Finances

Section 1: Funds

All money paid to the chamber by members of the Chamber as membership dues shall be placed in a general operating fund. Unused funds from the current year’s budget can be placed in a reserve account.

Section 2: Disbursements

Upon approval of the budget, the president is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the board of directors. Disbursements shall be by check.

Section 3: Fiscal Year

The fiscal year of the chamber shall close on December 31.

Section 4: Budget

As soon as possible after the election of the new Board of Directors and officers, the Executive Committee (or Budget Committee if preferred) shall adopt the budget for the coming year and submit it to the Board of Directors for approval.

Section 5: Annual Audit

The accounts of the Chamber of Commerce shall be audited annually as of the close of business on December 31 by a public accountant. The audit shall at all times be available to members of 

the organization within the offices of the Chamber and be Posted in the Legal Notices of the website for public viewing.

Section 6: Bonding

The president and such other officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the board and paid for by the chamber when the annual receipts are more than Ten Thousand $10.000 and/or we qualify for and receive grants.

Article VII
Dissolution

Upon the dissolution of the Asian American Chamber of Commerce United, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the organization, distribute all remaining assets to the members of the organization. The distribution shall be made in proportion to the members’ contributions or as otherwise determined by the Board of Directors, in accordance with the organization’s bylaws and applicable state laws. 

Article VIII

The Asian American Chamber of Commerce United is dedicated to maintaining orderly and efficient meetings. To ensure fairness, transparency, and effective decision-making, we hereby adopt and commit to following the current edition of Robert’s Rules of Order Newly Revised.

Article IX

Section 1: Parliamentary Authority

The current edition of Robert’s Rules of Order Newly Revised shall be the final source of authority on all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.

Article X
Amendments

Section 1: Revisions

These bylaws may be amended or altered by a two-thirds vote of the board of directors or by a majority of the members at any regular or special meetings, provided that 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 10 days in advance of the meeting at which they are to be acted upon.

Certification Rev. Lyle F. Hill, President of Asian American Chamber of Commerce United Inc., and John F. Busshart Secretary / Treasurer of Asian American Chamber of Commerce United Inc. certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on July 18, 2024.

I/we certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on July 18, 2024. 

Adopted: July 18th, 2024, Amended: (date)