Bylaws of the Yellville Area Chamber of Commerce
ARTICLE I
Name and Location:
The name of this organization shall be the Yellville Area Chamber of Commerce and the location of its principal office shall be in Yellville, Marion County, Arkansas. The term “Chamber” as hereinafter used shall be construed to mean Yellville Area Chamber of Commerce.
ARTICLE II
Objects and Purpose:
Section 1: Objects and Purpose
The objects and purpose of this organization are to foster, protect and promote the agricultural, commercial, industrial, civic, tourism and general interest of the City of Yellville and surrounding regions.
Section 2: Character
The Chamber shall be a non-profit corporation under the applicable Arkansas and federal statutes. The Chamber shall be composed of voluntary members and shall have no capital stock. No part of the net earnings shall ever inure to the benefit of any member or individual. Should the Chamber ever disband and cease to operate, all funds and other assets on hand, after payment of all legitimate debts, shall be transferred and/or given to one or more legally constituted non-profit, religious, charitable, educational or other similar non-profit corporation, institute or foundation.
Section 3: Limitations of Methods
The Chamber in all its activities, shall be non-partisan, non-sectional, non-sectarian, and shall take no part in or lend its influence to the election or appointment of any candidate for public office.
ARTICLE III
Membership and Dues:
Section 1: Eligibility
Any person, firm, corporation, partnership or estate of good standing, located or doing business in Yellville or vicinity, and/or interest in the objectives and purpose of the Chamber, shall be eligible for active membership.
Section 2: Classes of Membership
The Chamber shall be composed of active members who pay dues.
Section 3: Membership Committee
A committee shall be established by the Board of Directors of the Chamber to solicit membership and receive new applications.
Section 4: Method of Application
Each applicant for membership shall apply either orally or in writing to the membership committee of the Chamber.
Section 5: Election to Membership
All membership applications received by the committee shall be submitted as promptly as possible by the committee to the Board of Directors with the committee’s recommendation thereon and election to membership shall be within the power of the Board of Directors exclusively.
Section 6: Representation—Voting:
All members (including firms, corporations, etc.) of the Chamber shall have equal voting privileges, regardless of the amount of annual dues paid. Members, other than individual members, shall designate one of its personnel to exercise for it the right of balloting on any question at issue.
Section 7: Membership Dues
Minimum annual membership dues shall be set by the Board of Directors and shall be payable as determined by the Board of Directors.
Section 8: Forfeiture of Membership
Any member whose dues are unpaid for a period of three months after date of maturity shall not be eligible to vote; and, if a member of the Board of Directors, shall automatically be suspended therefrom; and if in arrears for six months after maturity, the membership may be forfeited by a majority vote of the Board of Directors at any regular of duly called meeting; and if the member remains in arrears for a period of one year after date of maturity, the membership shall immediately cease and the holder thereof deprived of all membership privileges without action by the Board of Directors, but such forfeiture of membership shall not relieve the holder from any contractual obligations to the Chamber.
Section 9: Resignation
All resignations shall be tendered to the Chamber in writing. A resignation received after a payment is due shall not relieve the member presenting such resignation from liability for the dues of the year in which the membership was originally started.
Section 10: Membership on Continuous Basis
All membership shall be on a continuous basis from year to year without renewal and shall automatically continue in full force and effect until changed or canceled by the member by filing a written notice to the Chamber; it being provided that any change in the amount of annual dues of any member shall be subject to the approval of the Board of Directors.
ARTICLE IV
Board of Directors:
Section 1: Personnel Powers and Duties
The government of the Chamber, the direction of its work, and control of its property shall be vested in the Board of Directors. There shall be nine elective members of the Board, who shall be elected by the membership of the Chamber as hereinafter provided. The Board shall elect from its membership a President, a Vice President, and a Secretary; all of whom shall serve without remuneration. The Board of Directors shall have the power to fill all vacancies on the Board between annual election and those so appointed shall serve out the unexpired terms of the persons they succeed.
Section 2: Rules and Regulations
The Board may adopt such rules and regulations for conducting the business of the Chamber and for carrying out its work, as may be consistent with its Bylaws. The Board shall meet at least once a month, or at the discretion of the Executive Committee. The Board shall submit to the membership, at the annual meeting or by mail, an annual report of the work and finances of the Chamber. Absence from four (4) consecutive meetings without excuse deemed reasonable and so recorded by the Board, shall vacate the place of a Director on the Board, and his successor shall be chosen.
Section 3: Quorum
Four (4) directors shall be required for a quorum at any Board meeting.
Section 4: Ex-Officio Board Members
It being recognized that the Chamber benefits by having the participation on its Board of Directors of certain persons by reason of the official position in the community, the Executive Committee of the Chamber is hereby authorized to provide therefore by designating such persons as “Ex-Officio Board Members” shall be non-voting members of the Board of Directors and are to be appointed and removed from the Board at the discretion of the Executive Committee.
ARTICLE V
Elected Positions/Officers
Section 1: President
The principal office of the Chamber shall be the President, who shall preside at all meetings of the membership and of the Board of Directors. He shall perform all duties incident to his office and advise such action as he may deem necessary to increase the efficiency and usefulness of the Chamber. The President shall see that all funds of the Chamber are regularly accounted for. The President shall hold office for one year. He shall have authority to sign all contracts, notes, or other obligations of the Chamber and to execute mortgages, deeds, or deeds of trust when so authorized by the Board of Directors.
Section 2: Vice President
The Vice President shall act in the absence or disability of the President.
Section 3: Secretary
The Secretary shall be responsible for keeping the minutes of all meetings including and limited to monthly Board of Directors meetings, special called meetings, and Executive Committee meetings.
ARTICLE VI
Non-Elected Positions
Section 1: Executive Director
The Board of Directors shall solicit for employment a person to maintain the operation of the Chamber office. The Executive Director shall be responsible for recruiting new membership, maintaining an accurate list of current membership, and promote the Chamber in a positive manner. The Executive Director shall also be responsible for any duties set forth by the Board of Directors.
Section 2: Comptroller
The Comptroller, at regular and frequent intervals (monthly), shall make an itemized report to the Board of Directors concerning funds and budget items and on such forms as the Board from time to time might require. As deemed necessary, the Board of Directors shall request an audit of finances of the Chamber
ARTICLE VII
Committees:
Section 1: Appointment
The President shall appoint all committee chairmen and members subject to approval of the Board of Directors.
Section 2: Standing and Special Committees
- Such standing committees shall be created by the President, with the approval of the Board, as may be deemed necessary to carry on the work of the organization. Special committees shall be named when deemed advisable to perform duties of temporary or unusual character.
- The Executive Committee shall be composed of the immediate past President, the current President (who shall act as Chairman), the Vice President, and the Secretary. The Committee’s duties shall be as follows:
1)The Executive Committee shall have charge of all budget and finance matters of the Chamber subject to the approval of the Board of Directors. Supplemental expenditures during the year must first be considered by the Executive Committee prior to the Board actions.
2)The Executive Committee shall be charged with the responsibility of submitted a proposed program of work annually for approval by the Board of Directors. In addition to this program of work, all other project suggestions shall be referred to the proper committee or to the Board for action as deemed proper by the Executive Committee.
3)In the interim between meetings of the Board, the Executive Committee shall have charge of the routine business of the Chamber. It shall also have general control of the Chamber’s program of work and finances as outlined above.
4)The Executive Committee shall appoint or remove ex-officio members of the Board of Directors.
Section 3: Authority of Committees
It shall be the function of committees to investigate study and make recommendations. They shall report to the Board and all committees’ decisions shall be subject to approval of the Board before becoming binding upon the Chamber, unless plenary powers have been given in advance by the Board. No standing or special committees shall represent the Chamber in advocacy of or in opposition to any matters without the specific confirmation of the Board or such confirmation as may be clearly granted under general powers delegated to the committee by the Board.
Section 4: Committee Meetings
Meetings of the standing or special committees may be called at any time by the President or the Committee Chairman.
Section 5: Quorum
Quorum for committees shall be a simple majority of the members of such committees.
ARTICLE VIII
Section 1: Annual Meetings
The annual meeting of the Chamber membership shall be held at a date, place and location to be designated by the Board of Directors
Section 2: Other Meetings
Other meetings of the Chamber membership may be authorized by the Board of Directors and called by the President or shall be called upon the written request of twenty-five (25) members of the Chamber membership or upon written request of a simple majority of the members of the Board of Directors provided such requests specify the purpose for which the meeting is to be called. No business shall be transacted at any special meeting except such business as shall have been specified in the notice. The date of any special meeting shall be not less than three nor more than fifteen days after the posting of the notice via mail, e-mail, or publication in a local newspaper.
Section 3: Quorum
Ten (10) members shall constitute a quorum at any regular or special meeting of the Chamber membership.
ARTICLE IX
Fiscal Year:
Section 1: Election of Directors
Three (3) directors to serve three (3) year terms shall be elected annually by the Chamber membership. Balloting shall be conducted by mail or e-mail. In the event there is the same amount of nominations as number of terms available, the Board of Directors is authorized to elect directors without balloting.
Section 2: Time of Election
Election of directors will be completed by January 1st of each year.
Section 3: Nominating Committee
At least thirty (30) days before January 1st of each year, the President shall appoint, subject to the approval of the Board of Directors, a nominating committee composed of not less than three (3) members and such committee shall present to the Board of Directors a slate of candidates to fill regular expiring terms and vacancies of directors who resigned or were terminated. Upon approval of the Board of Directors, the nominations shall be listed on the official ballot to all Chamber members to vote on and return immediately to the Chamber office.
Section 4: Canvass Committee
The President shall appoint a special election committee of three (3) members of the Chamber to canvass all ballots, tabulate the results, and determine those who have been elected. The three (3) persons receiving the highest number of votes shall be declared elected and their election shall be announced by the President immediately. If vacant seats remain due to resignation or termination, those seats will be filled by the remaining candidate(s) based on the vote count received. Elected candidates will serve out the remaining term of the seat they are filling. The newly elected directors will be entitled to vote in election of officers for the ensuing year. They will, however, have no other official capacity until January 1st of the ensuing year. In case of a tie vote, the current Board of Directors will break the tie by secret ballot at the next regular meeting.
Section 5: Voting
All voting shall be by ballot. No proxies shall be allowed. A majority of votes cast shall constitute an election. Each member shall be entitled to one vote only at each election regardless of the amount of annual dues paid.
Section 6: Election of Officers
The Board of Directors will elect the following officers at the January meeting each year: President, Vice President, and Secretary. For the position of President, a director must at least one year of experience as a director.
Section 7: Continuance in Office
All directors and officers of the Chamber will continue to hold their offices until their successors are elected and qualified unless otherwise provided.
ARTICLE X
Disbursements:
All disbursements of the Chamber funds shall be made by check. No appropriations or expenditures of money shall be made unless authorized by the Board of Directors. No director, officer or employee of the Chamber, without specific authority, shall contract any obligations or incur any debt on behalf of the Chamber. Nothing in this article shall require direct action by the Board to permit disbursements for routine and legitimate expenses under a previously approved program of work and budget of the Chamber for the current year. Additional expenditures outside the budget may be authorized by a majority vote of the Board.
ARTICLE XI
Referenda:
Under the request in writing of fifteen (15) of the Chamber members in good standing, the Board shall submit or upon its own initiative may submit a question to the members of the Chamber for a referendum vote by mail or e-mail; the ballot for such vote to be accompanied by a brief statement of both sides of the questions.
ARTICLE XII
Conflict Resolution:
In the event of conflict of interest or conflict involving membership or malfeasance of office, any member may request in writing that a resolution committee be selected by the Board of Directors as deemed necessary. The Conflict Resolution Committee will be composed of five (5) members of the general membership. The committee will be chosen at random in groups of ten (10). The Chamber will contact those on the list; the first five (5) who agree to serve will comprise the committee. The entire committee will meet within ten (10) days of appointment to hear a grievance. The committee will present a binding resolution in writing to the Board of Directors within thirty (30) days of the hearing date.
ARTICLE XIII
Amendments:
These Bylaws may be amended by a two-thirds majority vote of the members present at any duly called membership meeting of the Chamber provided that Chamber members have been given prior notice at least ten (10) days before membership meeting via mail, e-mail or publication in a local newspaper. All proposed amendments to or revisions of this instrument shall first receive the approval of a majority vote of the Board of Directors.
REVISED 4/__/2013