|
ARTICLE I - NAME
Section 1. The name of this organization shall be the Morrow County Chamber of Commerce and Visitor's Bureau, hereinafter called Chamber.
ARTICLE II - OBJECT
Section 1. The Chamber is organized for the purpose of advancing the commercial, industrial, agricultural, professional, financial, civic and general interests of Morrow County and the several municipalities therein, and to promote trade, industry, and public welfare in this community. Mission Statement: To Stimulate Economic Prosperity and Improve the Quality of Life in Morrow County.
Section 2. This Chamber in its activities shall be non-partisan, non-sectional, nonsectarian, and shall take no part in, or lend its support to, the election or appointment of any candidate for public office.
ARTICLE III - MEMBERSHIP
Section 1. Any reputable person, association, partnership, firm or corporation
shall be eligible for membership in the Chamber.
Section 2. The annual membership investment schedule shall be adopted by the Board of Directors (Board)
Section 3. Classifications of memberships are Business and Associate. A business membership involves the operation of or involvement with an ongoing business. An associate membership will be available to non-profit organizations (non-business), government officials and retirees. These classifications may be sub-divided into various categories at the discretion of the Board. The final decision of eligibility for these categories rests with the Board.
Section 4. To become a member, application shall be made in writing via an official membership application form, and the application shall be regarded as a guarantee on the part of the applicant of their interest in, and in sympathy with, the purposes of the Chamber, and their adherence if accepted, to its Constitution, By-laws, Rules and Regulations. Applications will be available at the Chamber Office.
Section 5. New members shall be deemed admitted to membership upon receiving a vote of two-thirds of those Board of Directors present at any Board meeting.
Section 6. Any person, association, partnership, firm or corporation subscribing to the Chamber, the basic annual membership investment ("dues"), or any amount in excess thereof, shall be provided to the Chamber office by said member before he or she is qualified to vote.
Section 7. Any person, association, partnership, firm or corporation holding membership shall have the right at any time to change its designated representative upon written notice to the Chamber.
Section 8. Membership in the Chamber is continuous upon receipt of dues. Members may be removed from the membership roll for nonpayment of dues after March 31st each year. A member will not be considered in good standing if current membership dues are owed the Chamber. A member not considered in good standing shall not have any voting privileges.
Section 9. Members may resign upon written notice.
Section 10. Members may be expelled by the Board for conduct unbecoming a member. No member may be expelled without the opportunity of a hearing before the Board at a stipulated time and place and after a reasonable notice. A two-thirds vote of the entire Board shall be necessary to expel a member. Failure to appear at said hearing without prior notification shall result in expulsion.
Section 11. The resignation or expulsion of a member terminates their membership and forfeits all their interest in the Chamber.
Section 12. Distinction in public affairs and community service shall confer eligibility to honorary membership. Honorary membership shall include all the privileges of active membership, except that of voting and holding office, with exemption from the payment of annual dues. Election to honorary membership shall require the affirmative vote of the Board.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. The government of the Chamber shall be vested in a Board of Directors (Board") each of whom shall be a member of the Chamber.
Section 2. The Board shall be composed of twelve (9-15) elected Directors with a balanced representation from industry, professions, commercial agriculture, public service and financial institutions.
Section 3. The term of office of elected Board Directors ("Directors") shall be for a period of three (3) years. No Director may serve more than two (2) three (3) year terms until alter a lapse of one (1) year from the time of his/her expired term.
Section 4. The Executive Director of the Chamber shall serve as an ex-officio Director of the Board with voting power.
Section 5. If the second three (3) year term of office as Director of the Immediate Past President has expired, that person shall serve for one year as an ex-officio Director of the Board with voting power.
Section 6. An annual election is to be held during the Annual Meeting of the Chamber or at a special meeting called for that purpose. The Directors shall take office immediately after election.
Section 7. Prior to the Annual Meeting of the Chamber, a Nominating Committee of five (5) members, of which no more than three (3) shall be from the current Board, shall be appointed by the President. The Nominating Committee shall select a slate of at least three (3) candidates to replace the directors whose regular three (3) year terms are expiring and one (1) or more candidates to fill any unexpired terms. The names of the Board Candidates shall be filed with the Secretary and be presented to the Board during their next regular meeting or a special meeting called for that purpose. Nominations other than the ones recommended by the committee may be made by any Director from the floor or by filing the name of the nominee with the Secretary.
Section 8. The Secretary shall mail to all members of the Chamber, at least ten (10) days prior to the annual election, a list of the Board Candidates recommended by the Nominating Committees and any other Board Candidate nominated or filed with the Secretary.
Section 9. Nominations as write-in candidates may be made from the floor at the annual election by any Chamber member.
Section 10. Before placing any person in nomination, the person nominated must consent to serve if elected and take an active interest in the affairs of the Chamber and for the public welfare.
Section 11. The president shall appoint a Committee of Judges composing of three (3) members who are not members of the Board nor candidates for election to certify the results of the election.
Section 12. All voting shall be by ballot. The required number of candidates receiving the largest number of votes shall be declared elected. If a tie vote occurs, the Committee of Judges shall determine the winner by whatever method they deem is best and honest.
Section 13. The Board may prescribe such additional laws for the conduct of the annual election as may be deemed advisable and which are not in conflict with these provisions.
Section 14. After three (3) consecutive absences from the regularly scheduled Board meeting, a Director will be automatically suspended from the Board. The Director may be reinstated by submitting a written request to the Secretary who shall present the request to the Board. The written request shall be made within twenty (20) days alter the third consecutive absence. The Board will act upon their request at the next Board Meeting. The Board may re-instate the Director by an affirmative vote by the Board members present. If three (3) consecutive absences occur a second time within the Director's three-year term, the Director will be dropped and a replacement named by the Board.
Section 15. Vacancies by resignation or otherwise from the Board shall be filled by a majority vote of the Board until the next annual election only, at which time a replacement shall be elected for the remainder of any unexpired term or terms.
Section 16. The Board shall meet at least ten (10) times each calendar year, the time to be fixed by the Board.
Section 17. A special meeting of the Board may be called at any time by the President.
Section 18. Simple majority shall constitute a quorum at any meeting of the Board.
Section 19. The Board shall authorize and define the powers and duties of all committees. No finding of any committee shall be considered final until passed upon by the Board unless plenary powers shall have been conferred upon such committee.
Section 20. The Board shall approve or modify the recommendation of the Budget Committee prior to the January meeting of the Board. As passed by the Board, with or without modification, this budget shall be the appropriation measure of the Chamber. All financial receipts shall constitute the General Fund of the Chamber, unless otherwise provided by the Board. The expense for the maintenance and conduct of the organization and for the completion of the program of work projects shall be paid from the General Fund.
Section 21. The Board may provide legal counsel to represent the Chamber.
Section 22. The Secretary shall present to the Board, at the beginning of each fiscal year, a list of the active By-laws, Rules and Regulations adopted by previous Boards for review and/or comment.
ARTICLE V - OFFICERS
Section 1. The officers of the Chamber shall consist of a President, VicePresident. Secretary and Treasurer shall be elected from the Board. A person shall be allowed to serve both as Secretary and Treasurer.
Section 2. Within ten (10) days alter the annual election, the Board shall meet and elect chamber officers for the ensuing year. The President shall call for nomination of officers.
Section 3. The term of office of all elected officers shall be for one year. However, all officers shall hold office until their respective successors have been duly elected and installed.
Section 4. The Board shall employ an Executive Director whose compensation shall be determined by the Executive Committee.
Section 5. The duties of each officer shall be those which are generally prescribed and indicated for such officers, and they shall have such authority required to carry out their respective duties, unless such authority is limited by action of the Board.
Section 6. The President shall be the principal elected officer of the Chamber. The President shall preside at meetings of the Chamber and of the Board and of the executive Committee and shall be a member exofficio, with right to vote, on all committees except the Nominating committee. The President, in cooperation with the Executive Director, shall, subject to the approval of the Board, appoint all committee chairpersons. The President shall, at the annual meeting of the Chamber and at such other times as he/she shall deem proper, communicate suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Chamber, and shall perform other duties as are necessarily incident to the Office of President or as may be prescribed by the Board. The President shall have custody of the Treasurer and Executive Director's bonds.
Section 7. The Vice-President shall act in the absence of the president, chair the Membership Committee and shall have such other duties as the president or the Board may assign.
Section 8. The Secretary shall conduct the official correspondence, preserve all books, documents and communications, keep books of account and maintain an accurate record of the Chamber and of the Board meetings. The Secretary shall act in the absence of both the President and Vice-President.
Section 9. The Treasurer shall be custodian of all the funds of the Chamber, and under the direction of the Board, shall deposit, invest, and disperse these funds. The Treasurer shall be bonded such amount as the Board shall deem necessary, the cost to be paid by the Chamber.
The Treasurer shall, with the aid of the Budget Committee, present a fiscal budget prior to the January meeting of the Board. The Treasurer shall present a Chamber financial report at the monthly Board meetings. All disbursements shall be made by duly signed checks. Checks shall be signed by any two members of the Executive Committee with the exception of the Immediate Past President. If at any time during the year, it becomes apparent that expenses will exceed income, the Executive Director and the Treasurer shall obtain approval of the Board or future disbursements. The Treasurer shall act in the absence of the President, Vice-President and Secretary. In the absence of the president, Vice President, Secretary and Treasurer, a member of the Board shall be chosen to act temporarily.
Section 10. The Chamber's immediate Past President is an appointed officer of the Board serving as advisor to the Board and placed on committees at the discretion of the President.
ARTICLE VI. - EXECUTIVE DIRECTOR
Section 1. The Executive Director shall be the chief administrative officer of the Chamber. He/she shall have charge of the management of the property, business and affairs of the Chamber and shall perform all functions and duties as may be delegated to him/her by the Board or President or both The Executive Director shall be bonded such amount as the Board shall deem necessary, the cost to be paid by the Chamber.
Section 2. The Executive Director shall be an ex-officio member of all committees of the Chamber.
Section 3. The Executive Director shall, with the President sign all contracts and obligations of the Chamber.
Section 4. The Executive Director shall conduct such correspondence on behalf of the Board as may be necessary, and in conjunction with the Board Secretary shall preserve all books, documents, communications and archives and shall maintain a complete and accurate record of all proceedings of the Chamber, its Board, and all committees and perform such other duties as are usual for such office.
Section 5. The Executive Director may assist the Treasurer in the latter's duties. The Executive Director and the Treasurer shall be authorized to accept and disburse funds of the Chamber. Upon the approval of the budget, the Executive Director may be authorized to make disbursements on account expenses provided for in budget without an additional approval by the Board.
ARTICLE VII- EXECUTIVE COMMIUEE
Section 1. There shall be an Executive Committee composed of the President, Vice-President, Secretary, Treasurer, Immediate Past President and Executive Director.
Section 2. The Executive Committee will act on behalf of the Board when timely decisions are required between regular meetings of the Board, and shall be empowered to act on behalf of the Chamber with its actions ratified by the Board at its next regular meeting. All policy matters shall be referred to the Executive Committee for recommendation to the Board.
Section 3. To increase the effectiveness of the Chamber, the Executive Committee or the Board shall, within thirty (30) days, take definite action, favorable or unfavorable, upon such matters as have been given consideration by appropriate committees, approve by such committees and submitted to the Board or Executive Committee for action.
Section 4. The Executive Committee shall also act as the Budget Committee. As soon as possible after the installment of new officers, the Executive Committee, acting as the Budget Committee shall prepare a budget of estimated income and expenses including a stated amount for each committee, and submit it to the Board for approval.
Section 5. The Executive Committee shall set the salary of the Executive Director.
Section 6. A meeting of the Executive Committee may be called at any time by the President. A majority of committee members shall constitute a quorum.
ARTICLE VIII- COMMIUEES
Section 1. The Board of Directors shall authorize and define the powers of all committees. It shall be the function of committees to investigate and make recommendations and report the same to the Board.
Section 2. The President shall appoint all committees, subject to confirmation by the Board.
Section 3. No committee shall take any action or make public any resolution, or in any way commit the Chamber on a question of policy or on matters of general public interest without having first received the approval of the Board of the membership. No committee, or any officer or member thereof shall contract any debt in its behalf which shall in any manner render the organization liable for the payment of same, unless approved by the Executive Committee and ratified or approved by the Board.
Section 4. All committee recommendations for expenditures outside the budget shall be submitted to the Executive Committee, whose recommendations shall be submitted to the Board. No committee may exceed its appropriation without the approval of the Board.
Section 5. At committee meetings a majority of committee members shall
constitute a quorum.
ARTICLE IX - MEMBERSHIP MEETINGS
Section 1. The Board may provide for holding membership meetings whenever it may be considered necessary or desirable.
Section 2. The Board shall call a meeting upon a petition signed by not less than ten (10) percent of the members.
Section 3. The Annual Meeting of the Chamber shall be held in October at a time and place to be determined by the Board.
Section 4. Notice of such regular, special and annual meetings shall be given to each member appearing as such on the books of the Chamber by duly mailing the same to their last recorded address not less than ten (10) days prior to such meeting.
Section 5. At all membership meetings, five (5) percent of the members in good standing shall constitute a quorum.
ARTICLE X - FISCAL YEAR
Section 1. The fiscal year of the Chamber shall be from January 1 through December 31.
ARTICLE XL- AUDIT
Section 1. An audit shall be performed annually of the books and accounts of the Chamber. The report with its findings are to be presented to the Board and made available to the membership.
ARTICLE XII - SEAL
Section 1. The Board may adopt and cause to be used a Chamber Seal of such design as may be prescribed.
ARTICLE XIII- PARLIAMENTARY PROCEDURE
Section 1. Al questions of parliamentary procedure shall be determined according to the latest edition of Robert's "Rules of Order."
ARTICLE X1V - AMENDMENTS
Section 1. These by-Jaws may be amended by a two-thirds vote of members in good standing in attendance at any regular or annual membership meeting or at any special meeting called for that purpose, provided that such amendment shall be plainly stated in the call for the meeting at which they are to be considered.
Section 2. Notice by mail of meetings at which such amendments are to be considered must be given to all members in good standing not less than ten (10) days prior to such meeting.
Section 1. The same procedure outlined under Article XIII - Amendments shall be followed in the dissolution of the Chamber.
Section 2. The Chamber shall use its funds only to accomplish the objects and purposes specified in these by-laws, and no part of the 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 organization which has established its tax-exempt status under section 501 (c) (3) of the Internal Revenue Code of 1954. The selection of the organization (s) to receive these funds shall be made by the Board.
Revised October 1987
Revised January 1994
Revised October 1995
Revised January 1997
|
