FRANKFORT CHAMBER OF COMMERCE BYLAWS
ARTICLE I
NAME
This organization shall be known as the Frankfort Chamber of
Commerce, Incorporated (“Chamber”).
ARTICLE II
PURPOSE
The Chamber is organized to achieve the
objectives of:
A. Preserving the competitive enterprise
system of business by: Creating a better understanding and
appreciation of the importance of business people and a concern for
their problems; educating the business community in city, county,
state, and national legislative and political affairs; preventing or
addressing controversies which are detrimental to expansion and
growth of business and the investment of substance and self on
behalf of the interests of competitive business.
B. Promoting business and community growth
and development by: Promoting economic programs designed to
strengthen and expand the income potential of all business within
the trade area; promoting programs of a civic, social, and cultural
nature which are designed to increase the functional and aesthetic
values of the community; and discovering and attempting to correct
abuses which prevent the promotion of business expansion and
community growth.
C. The Mission Statement of the Frankfort
Chamber of Commerce is to foster a healthy business climate through
volunteer partnerships.
ARTICLE III
MEMBERSHIP
SECTION 1 ELIGIBILITY
Any person, association, organization,
corporation, partnership, or estate having an interest in the
objectives of the organization shall be eligible to apply for
membership in writing, on a form provided for that purpose.
SECTION 2 APPROVAL
Applications for membership shall be
reviewed by the Board at any board meeting. Upon approval by a
majority vote of the directors, new members will be placed in one of
the following categories of membership.
A. General Membership - any individual,
professional, retail, commercial, service, industrial or
manufacturing organization, or utility
B. Civic Organization - any tax-exempt,
not-for-profit organization including homeowner associations proving
501(C) tax status
C. Political Organization - includes
political organizations and government officials
D. Taxing Bodies - park district, library,
schools, etc.
SECTION 3 VOTING
In any proceeding in which voting by members
is called for, each member in Article III, Section 2, shall be
entitled to one (1) vote.
SECTION 4 DUES
Dues shall be set annually by the Board of
Directors. Membership dues shall be payable annually in advance of
the member’s anniversary date. No member shall be permitted to vote
or to exercise other privileges of membership during periods when
the dues of such members remain unpaid for sixty (60) days.
SECTION 5 BILLING DATE
The billing date for dues renewal shall be
the anniversary date of membership.
SECTION 6 CANCELLATIONS
Any member of the organization may be
expelled by the Board of Directors for the non-payment of dues or
for conduct unbecoming a member; provided, however, that no such
action shall be taken without the affirmative vote of two-thirds of
the entire Board of Directors and no such vote shall be taken based
upon charges of conduct unbecoming a member until the accused shall
have had an opportunity for a conference with the Executive
Committee. Cancellation or withdrawal from membership does not
entitle a refund of dues paid.
ARTICLE IV
BOARD OF DIRECTORS AND OFFICERS
SECTION 1 NUMBER OF DIRECTORS, TERMS
A. General Powers - The business and
affairs of the Chamber shall be managed by its Board of Directors.
B. The board shall consist of twelve (12)
members. There shall be five (5) officers. (President, Internal
Vice President, External Vice President, Treasurer, and Secretary)
There shall be seven (7) General Board
members, one being the current Fall Festival Chairman (who is
appointed by the Board of Directors), one being the School District
Representative (who is appointed by the Board of Director and
remaining five members elected by a general vote of the membership.
The remaining five General Board members and the School District
Representative shall each serve three (3) year term. Their terms
shall be staggered such that each year members complete their terms
and new members begin. Individuals are eligible to serve a maximum
of two (2) consecutive terms. The current Fall Festival Chairman
shall serve a one (1) year term.
The President is elected by the general vote
of the membership and slated by the nominating committee from among
the currently serving Vice-Presidential officers. His/her term
shall be for one (1) year.
The Internal and External Vice-Presidents
are elected by the general vote of the membership and slated by the
nominating committee from among the Board of Directors or other
Officers and shall serve one year terms. The President shall assign
specific duties to the Vice Presidents (i.e. internal and
external). Individuals are eligible for only two (2) consecutive
terms serving in the capacity of either Vice-Presidential positions.
The Secretary and Treasurer are elected by
the general vote of the membership and slated by the nominating
committee from among the Board of Directors or other Officers and
shall serve on year terms.
In no case may an individual serve more than
six (6) consecutive years in any combination of Board/Officer
positions.
The immediate Past President shall be the
individual who has just completed his/her term as President.
His/her Ex-Officio appointment is automatic and his/her term is for
one (1) year. The immediate past president shall serve in an
advisory capacity and shall not cast a vote at Board Meetings.
SECTION 2 NOMINATING COMMITTEE
No later than October 15th the
nominating committee shall nominate a minimum number of candidates
for membership on the Board of Directors, at least equal to the
number of vacancies existing on the Board at the time. Said
candidates shall be members in good standing who have consented to
be nominated. The committee shall be chaired by the immediate past
president. The Nominating Committee made up of two non-voting
members consisting of the current Internal Vice President and
External Vice President and five voting members consisting of
Immediate Past President, current serving President and three
general members in good standing to be chosen by the Immediate Past
President, and one by the current serving President, and one by the
Executive Director.
SECTION 3 ELECTION TIMETABLE
The nominated slate of candidates shall be
chosen by the Nominating Committee no later than October 15, and
shall be presented to all members of the Chamber at least fifteen
(15) days before the date of the annual election, which shall be
held at the November membership meeting. The official vote shall
take place at the November membership meeting.
SECTION 4 ELECTION
The Nominating Committee shall serve as the
judge of the election. All newly elected board members will be
asked to attend the December board meeting and shall begin
participating as board members on January 1. Retiring Board members
shall serve until December 31st.
SECTION 5 ELECTION OF OFFICERS
a) Number - The officers of the Chamber
shall be a President, Internal Vice-President, External
Vice-President Treasurer and Secretary.
b) Election and Term of Office - The
officers of the Chamber shall be elected annually by the membership
at the annual membership meeting, vacancies may be filled at any
meeting of the Board of Directors. Each officer shall hold office
until his/her successor has been duly elected and qualified.
Officers must have served a minimum of one (1) year on the Board of
Directors prior to being eligible for election as an officer.
1. President - The President shall be
the principal executive officer of the Chamber and will preside at
all general and board meetings. The President in general shall
perform all duties incident to the office of president and such
other duties as may be prescribed by the Board of Directors.
2. Internal Vice President - In the
absence of the President or in the event of his/her refusal or
inability to act, the Vice-Presidents, in the order designated,
shall perform the duties of the President, and when so acting shall
have all the powers of and subject to all restrictions upon the
President. The Internal Vice President shall also act as the
parliamentarian of the Chamber at all meetings..
3. External Vice President - Shall
be the person responsible for (external committees) programming.
4. Secretary - The secretary shall be
responsible for the minutes of all membership meetings and board
meetings. He/she shall also perform any other duties that may be
assigned by the President or Board of Directors.
5. Treasurer - The Treasurer shall be
responsible for overseeing the financial activities of the Chamber.
He/she shall report to the board each month with a current financial
report. He/she shall also perform any other duties that may be
assigned by the President or Board of Directors.
c) Executive Committee - The Executive
Committee shall consist of the following members; the President,
Internal & External Vice-Presidents, Secretary, and Treasurer. The
President shall serve as chairperson of the executive committee.
Additional duties and/or responsibilities for this committee may be
assigned by the Board of Directors. The Executive Committee must
maintain meeting minutes and present recommended actions to the full
board at the next regular Board of Director's meeting.
SECTION 6 VACANCIES
A. The President shall fill the unexpired
term vacancies on the Board of Directors by appointment. These
appointments must be ratified by a majority vote of the Board of
Directors.
B. Officer vacancies shall be filled by the
Board of Directors from eligible Board or the general membership.
If in the best interest of the Chamber, it is not feasible to fill
an unexpired term of an officer, the President, with the consent of
the Board, may appoint an individual to perform the duties of the
vacant position until the next general election.
SECTION 7 EXECUTIVE DIRECTOR
The Executive Director shall be the Chief
Operating Officer of the Chamber, subject at all times to the
supervision of the Board of Directors, through the President and
reporting directly to the President. The Executive Director's
duties will be outlined by an addendum, attached hereto which has
been approved by the Board. The addendum is subject to change and
modification by the Board.
His/her salary shall be fixed by the Board
of Directors by the recommendation of the Executive Committee.
SECTION 8 INDEMNIFICATION
The Chamber shall indemnify and hold
harmless all of its Directors and Officers or former Directors and
Officers against expenses actually and necessarily incurred by them
in connection with the defense of any action, suit, or proceeding,
in which they or any of them are made parties, or a party, by reason
of having been Directors of the Chamber, except in relation to
matters as to which such Director or Officer shall be adjudged in
such action, suit, or proceeding to be liable for negligence or
misconduct in the performance of duty and to such matters as shall
be settled by agreement predicated on the existence of such
liability for negligence or misconduct.
ARTICLE V
COMMITTEES
SECTION 1 APPOINTMENT
The President shall help to establish
Standing Committees and select Committee Chairpersons. He/she shall
also recommend the new Standing Committees and the deletion of the
obsolete committees. All Committee Chairpersons are subject to
Board approval.
SECTION 2 FUNCTION OF COMMITTEES
The Board of Directors shall authorize and
define the powers and duties of all committees. All committees
shall report to the Board through the Director in Charge.
SECTION 3 COMMITTEE MEMBERSHIP
No member shall be appointed to serve as
chairman of more than one (1) active committee, and no member shall
be appointed to serve as chairman of more than two (2) active
committees during one (1) year. The President or his/her appointee
and the Executive Director shall be ex-officio members of all
committees.
SECTION 4 APPOINTMENT AND AUTHORITY
The President shall have the authority to
convene any committee or task force membership will be decided by
the President. The committee shall exist only in an advisory
capacity and for a term to be decided by the President.
ARTICLE VI
FUNDS
SECTION 1 DESIGNATION
All monies paid into the Chamber, for
general operations shall be placed in a general fund, and monies
received for specific activities shall be accounted for separately.
This is determined by the budget.
SECTION 2 COLLECTION AND PAYMENT
The Treasurer shall have general charge of
overseeing the banking of all monies of the Chamber, the collection
of membership dues, and the review and approval of all bills for
payment. The fiscal year of the Chamber shall end December 31.
SECTION 3 AUTHORIZATION FOR EXPENDITURES
A. Upon approval of budget, the Treasurer
shall oversee the making of disbursements on accounts and expenses
provided in budget without additional approval by the Board of
Directors. Disbursement shall be by check. The Treasurer shall
oversee the preparation of a timely report in which all transactions
are reported to the Board.
B. The President with consent of the
Treasurer is authorized to approve unbudgeted expenditures up to
$2,500.00. These expenditures must be ratified at the next Board of
Directors' meeting.
C. All checks, drafts, orders for the payment of money, notes,
or other evidences of indebtedness issued on behalf of the Chamber
shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the board of directors. In the absence
of such determination by the Board of Directors, such instruments
shall be signed by the Treasurer and countersigned by the President
or a Vice President of the corporation.
SECTION 4 BUDGET
By January 31, after the election of the new
Board of Directors and Officers, the Budget Committee shall propose
a budget for the coming year and submit it to the Board of Directors
for approval.
SECTION 5 FINANCIAL REVIEW
The books and accounts of the Chamber shall
be reviewed once each year as of the close of business on December
31, by an independent accounting firm. A copy of the annual review
shall at all times be available to members at the offices of the
Chamber. The review committee shall consist of the current
President, Treasurer, and one other Chamber member.
SECTION 6 BONDING
The Officers and all staff of the Chamber,
shall be bonded by a sufficient fidelity bond in the amount set by
the Board and paid for by the Chamber
ARTICLE VII
MEETINGS
SECTION 1 ANNUAL MEETING
The annual meeting of the Chamber shall be
held in January of each new year, when practicable. The time and
place shall be determined and designated by the Board of Directors
and notice there of sent to each member at least seven (7) days
before said meeting. All annual reports required will be submitted
in written form to the outgoing President seven (7) days prior to
the annual meeting.
SECTION 2 GENERAL MEMBERSHIP MEETINGS
Meetings of the members may be held at such
other times as the President of the Board of Directors may
determine, or upon the written request of ten (10) of the members in
good standing, provided that, when called otherwise than by the
President or the Board of Directors, the notice shall contain a
statement of the purpose of the meeting and shall be issued at least
seven (7) days preceding the meeting.
SECTION 3 BOARD MEETINGS
The Board of Directors shall meet at regular
intervals. Absence of a Board Member from three (3) meetings in any
(12) month period shall be reviewed by the Board of Directors for
dismissal.
SECTION 4 QUORUM
At all general membership meetings,
twenty-five (25) members shall constitute a quorum. At Board
meetings, six (6) members of the Board shall constitute a quorum.
ARTICLE VIII
REFERENDUM
SECTION 1 DETERMINATION
All matters deemed of sufficient importance
by the Board of Directors shall be referred to the members to be
determined by a referendum vote.
SECTION 2 PETITION FOR REFERENDUM
Any matter decided by the Board of
Directors, without referring it to the members, may be called up by
petition of ten (10) of the members in good standing. When such
petition is submitted to the Board of Directors, the previous action
of the Directors shall be automatically suspended, and the question
at issue shall be immediately submitted to the members in a mail
referendum.
SECTION 3 REFERENDUM PROCEDURE
The members shall be allowed fifteen (15)
days from date of mailing of the referendum to submit their votes.
If, at the end of the fifteen day period less than one-third of the
voting members shall have submitted votes, or if one-third or more
of such members have submitted votes and two-thirds of the entire
vote cast is in favor of the proposition or propositions submitted,
the Executive Director shall so certify to the Board of Directors.
Thereupon, the action previously taken by the Board of Directors
shall be recorded as having been approved by the Association.
SECTION 4 EXEMPTION FROM REFERENDUM
All administrative acts of the Board of
Directors shall be exempt from referendum.
ARTICLE IX
AMENDMENTS
SECTION 1 METHOD
These bylaws may be amended by a two-thirds
majority vote of the members at any regular meeting, or any special
meeting called for that purpose, provided that proposed amendments,
alterations or repeals shall be plainly stated in the call for a
special meeting at which they are to be considered.
SECTION 2 NOTICE
Notice of special meetings at which
amendments, alterations, or repeals are to be considered, must be
given at least five (5) days prior (but no more than thirty (30)
days prior) to the time of the meeting.
ARTICLE X
DISSOLUTION
The chamber shall use its funds only to
accomplish the objectives and purposes specified in these bylaws,
and no part of said funds shall insure, 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 as defined in
IRS SECTION 501 (C) (3).
AMENDED: November 14, 2007 |
