Elizabethtown – Lewis Chamber of Commerce By-Laws
3.20.09 Version

ARTICLE I: GENERAL

Sec. 1: Name. The name of this organization shall be The Elizabethtown-Lewis Chamber of Commerce.

Sec. 2: Purpose. The Elizabethtown-Lewis Chamber of Commerce is organized as an IRS 501(c)6 non-profit membership corporation for the purpose of advancing the commercial, industrial, recreational, civic and cultural interests of Elizabethtown, Lewis and its trade area. The Chamber shall be non-partisan and non-sectarian and shall take no part in, or lend its support to, the election or appointment of any candidate for public office nor will any meeting of a political nature whatsoever be held within the premises occupied by or under the control of the Chamber.

ARTICLE II: MEMBERSHIP

Sec. 1: Membership. Each member shall pay membership dues annually as approved by the Board of Directors.

A. Full Business Membership. Any individual person, firm, corporation, partnership, association or trust in accord with the objects and purposes of the Chamber and who resides in, or who is engaged in business, a profession or a community service within the geographical area of Elizabethtown/Lewis, shall be eligible for membership. Includes listing in all promotional chamber material and full voting privileges. Churches shall be honorary members of this category.

 B. Associate Membership. Any individual person, firm, corporation, partnership, association or trust with an economic or philanthropic interest in the Elizabethtown/Lewis area and supports the objectives of the Chamber.

Sec. 2: Voting. Any person, firm, association, or corporation holding a full business membership in good standing shall be entitled to cast one vote in all membership elections and any other such matters requiring membership voting. The name of the individual(s) designated as voting representative(s) must be provided in writing to the Chamber and recorded by the Secretary before that individual is eligible to vote.

Sec. 3: Proxy Voting. With written notice submitted prior to any Chamber meeting, any member may appoint an individual to carry that member's proxy vote at a meeting.

Sec. 4: Termination.
A: Any member may resign from the Chamber upon written notice to the Chamber.

B. Members whose dues have not been paid within ninety days of their renewal date will be removed from the rolls of the Chamber and will not be eligible to receive member services. Those whose membership has so lapsed may be reinstated upon payment of dues and approval of the Board of Directors.
C. Any member of the Chamber may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting, or at a special meeting called for that purpose, with the appropriate written meeting notice given to all parties involved, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber.

D. Any member of the Board of Directors is automatically removed for cause if they fail to attend regularly scheduled meetings for six or more consecutive months. Notice will be sent by the Secretary to any Director or Board Member within ten days after the fifth month of absence.


ARTICLE III: MEETINGS

Sec. 1: Annual Meeting. The annual meeting of the membership, held to include electing of officers and members of the Board of Directors, shall be held at least 30 days prior to the end of the fiscal year, at a time and place to be determined by the Board of Directors. Notice will be given to each member at least 20 days before the annual meeting.

Sec. 2: Board of Directors Meetings. The Board of Directors shall meet on a regular and recurring basis as the Board chooses, with a minimum of six meetings per fiscal year. Such meetings shall be open to all Chamber members for observation purposes, and for discussion if authorized by the Board of Directors.

Special meetings of the Board of Directors may be called by three (3) or more directors, provided that a minimum of five days’ written notice, including the stated purpose, time and place of the meeting, is given to all Board members.

Sec. 3: General Membership Meetings. The Board of Directors may provide for holding membership meetings whenever it may be considered necessary or desirable.

Sec. 4: Special Membership Meetings. Upon written petition to the Acting Chair of the Board of Directors, signed by not less than 10 percent of the members in good standing, a special meeting of the membership shall be called and held at a time and place as stated in the petition. Such meetings shall be limited to the purpose, and matters related to the purpose, as stated in the petition.

Sec. 5: Quorums.
Annual, Special and General Membership Meetings: Ten percent of members in good standing shall constitute a quorum for the transaction of business at any properly called Annual, Special or General Membership meeting.
Board of Directors Meetings: At all meetings of the Board of Directors, fifty percent of the Board shall constitute a quorum.


ARTICLE IV: BOARD OF DIRECTORS

Sec. 1: Composition. The direction of the Chamber and its work shall be vested in a Board of Directors, consisting of five to nine members, each of whom shall be elected for a term of two years, or until their successors have been elected.

The Board of Directors shall have the power to fill all vacancies on the Board and the Officers of the Chamber. Notice of any meeting to fill such a vacancy must be given to each Director 10 days in advance. Nominations to fill such vacancies shall be made at any meeting held for that purpose, and voted upon accordingly, provided that the meeting has a quorum. Such replacement member would then complete the remaining term of the person who vacated the position.

Sec. 2: Elections. The Board of Directors shall be elected at the Annual Meeting of the Chamber, or at a special meeting called for that purpose.

Sec 3: Nomination. A nominating committee of not less than 3 members shall be appointed by the President at least 60 days prior to the Annual Meeting. It will be their duty to nominate a slate of officers and Chamber members to be voted on for the Board of Directors, up to the maximum of 15. Not later than 30 days before the election, the nominating committee shall file with the Secretary a list of the nominees recommended.

Sec. 4: Notice of Nominations. At least twenty days prior to the election, the Secretary shall mail to all members of the Chamber a list of the nominees recommended by the nominating committee, as well as notice of the time and place of the Annual Meeting.

Such notice will include notice of the right of nomination by petition. The right of petition is defined as accepting nominations from the floor at the annual meeting, or from any petition filed by a chamber member to the Acting Chair of the Board nominating one or more persons, provided that the petition contains the valid signatures of at least ten percent of qualified members.

Sec. 5: Secret Ballot. If the nominated slate of officers and nominees to the Board of Directors is uncontested, the slate will be declared elected by acclamation. If a nomination for a specific office is contested, or there are more nominees than positions available, all voting shall be by secret ballot, beginning with the election of the officers of the organization.

After the election of officers, and any subsequent nominations from the floor for the Board of Directors, if there are more nominees to the Board of Directors than there are positions available, each qualified member shall vote by secret ballot for up to the maximum number of positions available. Those nominees receiving the highest vote count, up to the maximum number that can be elected, shall be declared elected. The Chairman of the Nominating Committee will preside over the elections. All ballots at the Annual Meeting shall be counted by the Nominating Committee.


ARTICLE V: OFFICERS

Sec. 1: Officers. The Officers of the Elizabethtown-Lewis Chamber of Commerce shall consist of at least two Co-Chairmen, Treasurer, Secretary, plus others as deemed necessary by the Board. Officers shall be elected at the Annual Meeting, or, in the case of vacancy, the Board of Directors shall elect at either a special meeting called for that purpose, or at the next available Board of Directors regular meeting.

Sec. 2: Term. Term of office for all officers is 2 years, and their term shall commence on the first day of the fiscal year following or the first meeting following their election if other than at the Annual Meeting. Officers filling a vacated term serve the remainder of the vacated term.

Sec. 3: Co-Chairmen. The Co-Chairs shall preside at all meetings of the Chamber and of the Board of Directors, on a mutually agreeable rotating basis, and perform all duties incident to the office. Subject to the approval of the Board, they shall appoint committees as needed, and shall act as ex-officio members of all committees.

Sec. 4: Secretary. The Secretary shall conduct the official correspondence, preserve the books, documents and communications, keep copies of the monthly Treasurer’s Report, and maintain an accurate record of the proceedings of the Chamber and of the Board of Directors’ meetings.

Sec. 5: Treasurer. The Treasurer shall be responsible for 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, as approved by the Board of Directors, and subject to checks signed by officers authorized to do so. At each meeting, the Treasurer shall make a report to the Board of Directors.


ARTICLE VI: COMMITTEES

Sec. 1: Appointment and Authority. The Acting Chair, subject to the approval of the Board of Directors, shall authorize and define the powers and duties of all committees, and shall appoint all committees, including the Chairman of each committee.

Sec. 2: Limitations of Authority. No action by any member, committee, division, employee, director, or officer shall be binding upon, nor constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors. The Acting Chair shall discharge committees when their work is completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.

Sec. 3: Executive Committee. The Executive Committee will consist of all elected officers of the Board of Directors.


ARTICLE VII: FINANCES

Sec. 1: Funds. All money paid to the Chamber shall be placed in a general operating fund. With Board approval, any excess funds at year-end may be placed in a reserve account.

Sec. 2: Disbursements. Upon approval of the budget, the Treasurer 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. Expenses exceeding the approved budget must be approved by a majority of the officers of the Board prior to disbursement, and must be reported to the full Board at the next Board of Directors meeting.

Sec. 3: Fiscal Year. The fiscal year shall be April 1 to March 31.

Sec. 4: Budget. As soon as possible after the Annual Meeting, the Budget Committee shall compile a budget of estimated expenses and revenue and submit it to the Board of Directors for approval.

Sec. 5: Annual Review/Audit. The accounts of the Chamber shall be reviewed, as of the close of the fiscal year, by a public accountant and/or an Audit Committee. All paperwork related to the Chamber's financials, including invoices, bills, deposit slips, bank statements, etc., shall be made available to the accountant or Audit Committee as requested.


ARTICLE VIII: DISSOLUTION

The Chamber shall use its funds only to accomplish the objects 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 IX: PARLIAMENTARY AUTHORITY

All questions of parliamentary procedures shall be determined according to the latest edition of Robert's Rules of Order, when not inconsistent with the Charter or By-Laws of this Chamber of Commerce.


ARTICLE X: REVISIONS

These by-laws may be amended or altered by a two-thirds vote of the Board or by a majority of the members at any annual or special membership meeting, provided the notice for the proposed meeting includes the proposals for amendments. Any amendments or alterations shall be submitted to the Board or the members in writing, at least ten days before the meeting at which they are to be acted upon.