By Laws Revised 3.20.2018
CONSTITUTION AND BY-LAWS OF THE
SPRING RIVER AREA CHAMBER OF COMMERCE
Revised March 30, 2018 by vote of General Membership.
ARTICLE I – NAME AND PURPOSE
Section 1. The name of this organization shall be the Spring River Area Chamber of Commerce and shall hereinafer be referred to as “The Chamber”.
Section 2. The Chamber is organized for the purpose or promoting and advancing the commercial, industrial, civic, tourist and historical interest of the area of the Chamber, by:
- Providing for a medium of exchange of ideas and experiences of the various interest of the area;
- Publicizing the various points and attributes of the area;
- Encouraging cooperation among all area citizens in the conservation of natural resources and retention of the natural beauty of the area; and
- Cooperating fully with national, state and local governments to obtain benefits desirable to the Chamber area.
Section 3. The Chamber shall take no part in or lend its influence or facilities either directly or indirectly to the nomination, election or appointment of any candidate for office in city, county, state or national election, nor shall any meetings of a political nature be held within or in conjunction with any Chamber gathering, unless both sides are given equal opportunity to present.
ARTICLE II – MEMBERSHIP AND DUES
Section 1. Memberships shall be available to any business, corporation, estate, firm, organization, partnership or civic organization upon application and payment of annual dues.
Section 2. Associated membership shall be available to an individual or to a family member of a business member upon application and payment of annual dues. Associate members shall have all rights and privileges of full membership.
Section 3. Multiple memberships shall be accepted upon application and payment of dues. However, no voting privileges shall be granted to such membership unless an individual is so designated to the Board of Directors at the time of application.
Section 4. The dues structure shall be reviewed on an annual basis by the Board of Directors. Changes in the dues structure from the previous year shall be presented to the general membership at any regular meeting of the Chamber prior to end of that calendar year. Said change must be approved by two-thirds (2/3) vote of those present. The Board must further notify the general membership at least ten (10) days prior to any meeting, in writing, in which dues changes shall be voted on.
Section 5. All membership applications shall be subject to the approval of the Board of Directors.
Section 6. Dues shall be payable annually by the date of renewal. Dues in arrears more than thirty (30) days shall be grounds for expulsion of membership.
ARTICLE III – MEETINGS
Section 1. Annual Meetings. The annual meeting of the Chamber shall be held during January of each year, with the date, place and hour to be designated by the Board of Directors.
Section 2. Meetings of Directors. The Board of Directors shall meet monthly, with the date, place and hour to be designated by the Board of Directors.
Section 3. Membership Meetings. Regular membership meetings shall be held monthly, with the date, place and hour to be designated by the Board of Directors.
Section 4. Notice of Meetings. Notice of all special meetings shall be given to each member either in person, by phone, by mail, or by electronic means to every member entitled to participate in the meeting at least five (5) days in advance of such special meeting. If a special meeting is called, it shall be accompanied by a statement of the purpose of the meeting.
Section 5. Quorum.
(a) A quorum for the transaction of business of the Board of Directors and committee meetings shall be fifty-one percent (51%) of the members eligible to vote including the chairman.
(b) A quorum for the transaction of business of the full voting members shall consist of a simple majority of the members present in good standing.
Section 6. Electronic Transaction of Business. To the fullest extent permitted by law, the Board of Directors or membership may conduct business by electronic means.
Section 7. Action Without Meeting. Unless otherwise specifically prohibited, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors. All the approvals evidencing the consent shall be delivered to the Chamber executive to be filed in the Chamber records. The action taken shall be effective when all the Directors have approved the consent unless the consent specifies a different effective date.
ARTICLE IV – OFFICERS AND DIRECTORS
Section 1. Board of Directors. The government of the Chamber, the direction of its work and control of its property shall be vested in a Board of Directors consisting of the elected officers (i.e. President, a First Vice-President, a Second Vice- President, a Secretary, and a Treasurer), the immediate past President of the Chamber, and nine (9) members. Directors shall be elected to serve for terms of three (3) years, except that at organization, one-third of the elected Directors shall be elected for terms of one, two and three years respectively, or for lesser terms as may be necessary to complete the first fiscal year. Thereafter, as many Directors shall be elected each year as are required to fill vacancies.
Section 2. Officers. The elected officers of the Board of Directors shall be: a President, First Vice President, Second Vice President, Secretary, and a Treasurer.
Section 3. Duties of Officers.
(a) President. The President shall preside at all meetings of the Chamber and the Board of Directors, and perform all duties incidental to this office. He shall be the chief administrative officer of the Chamber. He shall, subject to the approval of the Board, appoint all committees and shall be an ex-official member of all committees. He shall, at the annual meeting and at such other times that he deems proper, commend to the membership and the Board, such matters and suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.
(b) First Vice President. The First Vice-President shall conduct meetings in the absence of the President and generally perform the duties of the President in his absence. The First Vice-President shall perform all other duties assigned by the President with the approval of the Board of Directors.
(c) Second Vice President. The Second Vice-President shall conduct meetings in the absence of the President and First Vice -President and generally perform the duties of the President in the absence of the President and the First Vice-President. The Second Vice-President shall be in charge of the Annual Chamber of Commerce Banquet as well as any and all other duties assigned by the President with the approval of the Board of Directors.
(d) Secretary. The Secretary shall conduct all the official correspondence, preserve all books, documents and communications, maintain an accurate record of the proceedings of the Chamber, the Board of Directors and all committees. The Secretary shall maintain a true record of all memberships and furnish such record to any member upon request.
(e) Treasurer. The Treasurer shall receive and disburse all funds of the Chamber. He shall keep all monies of the Chamber deposited in its name with a bank approved by the Board of Directors. He shall perform all duties incidental to this office including periodic reports to the Board of Directors. He shall give an annual statement of financial condition. The Treasurer shall be bonded in an amount deemed necessary by the Board of Directors, such bond to be paid by the Chamber. He shall obtain the assistance of the Secretary in these duties.
Section 4. Election of Officers and Directors.
(a) The election of Directors shall take place at the annual meeting by voice vote, provided that the slate is uncontested. In the event the slate is contested, election will be held by paper ballot. The published ballot shall contain the names of all candidates.
(b) A nomination committee of not less than five (5) members shall be appointed by the President thirty (30) days prior to the election, whose duty it shall be to nominate from the membership twice the number of directors as there are vacancies. The nominating committee shall file a list of the nominees recommended to the Secretary not later than fifteen (15) days before the election. This will not preclude nominations from the floor or by filing to the secretary other nominees by any member in good standing.
(c) The secretary shall mail to all members, ten (10) days prior to the election, a list of the nominees recommended by the nominating committee and any other candidates filed with him.
(d) Within ten (10) days after the annual election, the Directors shall meet and elect officers for the ensuing year – a president, a first vice president, a second vice president, a secretary and treasurer.
Section 5. Vacancies. Any vacancy occurring amongst the officers or the Board of Directors shall be filled by presidential appointment for the remainder of the term. All appointments are subject to approval by the Board.
Section 6. Absences. Absence from three (3) regular Board meetings in a calendar year without proper notification to the President, may be determined by the Board for cause for removal.
Section 7. Administrative Assistant. The Board of Directors shall have the power to determine the need for a paid administrative assistant and shall have the authority to engage such person and set the salary and hours of work, along with the respective duties.
ARTICLE V – COMMITTEES
Section 1. Executive Committee. The executive committee shall be composed of the President, First Vice President, Second Vice President, Secretary, Treasurer and Past President. In the interim between meetings it shall have charge of the routine business of the Chamber, providing it does not disburse funds in excess of the budgeted amounts. The executive committee shall refer matters brought before it to the proper standing committee or special committee deemed necessary.
Section 2. Committees. The President shall appoint standing and special committees as deemed necessary, subject to the approval of the Board of Directors.
Section 3. Organization. All committees shall be such size and shall have duties, functions, and powers as assigned by the President or the Board of Directors except as otherwise provided in these Bylaws.
Section 4. President. The President shall be an ex-officio member of all standing committees and shall be notified of their meetings.
Section 5. Action Without Meeting. Any committee may act by unanimous consent in writing without a meeting. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more of the members of the committee.
Section 6. Attendance by Telephone. Members of a committee may participate in any meeting through the use of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Such participation shall be at the discretion of the President and shall constitute presence at the meeting.
ARTICLE VI – BUDGET AND DISBURSEMENT OF FUNDS
Section 1. By October 1st of each year, the Treasurer shall compile a budget of estimated expenses and submit it to the Board of Directors for approval. As passed by the Board, this budget shall be the appropriation for expenditure without any further approval required before disbursement.
Section 2. No disbursements of the funds of the Chamber, other than the appropriations to committees shall be made unless the same shall have been approved, authorized, and ordered by the Board of Directors. The Board of Directors will determine which board members shall be signers for any check disbursements.
Section 3. All contributions shall be presented to the Treasurer for review and recommendation to the Board of Directors for final approval.
ARTICLE VII – CALENDAR YEAR
Section 1. All activities and accounting for the Chamber shall be by the calendar year, beginning January 1 and ending December 31.
ARTICLE VIII – PARLIAMENTARY PROCEDURE
Section 1. The proceedings of the Chamber meetings shall be conducted and governed by the latest edition of Robert’s Rules of Order.
ARTICLE IX – AMENDMENTS
Section 1. These By-Laws may be amended by a two-thirds (2/3) vote of those present at any regular or special meeting of the Chamber, provided notice of the proposed change shall have been mailed or sent by electronic means by the Secretary to each member not less than ten (10) days prior to such meeting.
Section 2. Proposal for amendment may be presented at a regular or special meeting; however, it would require a two-third (2/3) vote at a further meeting again providing such proposal would have to be mailed or sent by electronic means before the meeting to vote.
ARTICLE X – DISSOLUTION
Section 1. If at any regular meeting, three-fourths (3/4) of those voting cast their vote in favor of dissolution of the Chamber, then this organization shall be dissolved within ninety (90) days after such dissolution was so approved.
Section 2. Immediately after a vote favoring dissolution, the Board of Directors shall proceed to settle all financial obligations pending against the Chamber and to dispose of all assets and property of the Chamber. If any funds remain after all obligations have been satisfied, the balance shall be refunded pro-rated to all members in good standing at that time.