THE GREATER EUREKA SPRINGS CHAMBER OF COMMERCE BYLAWS
Revised: August 2016
ARTICLE I - GENERAL
SECTION 1. Name
This organization is incorporated under the Laws of the State of Arkansas and shall be known as the Greater Eureka Springs (Arkansas) Chamber of Commerce, Inc.,hereinafter referred to as the Chamber.
SECTION 2. Location
The offices of the Chamber shall be located in the City of Eureka Springs, Carroll County, Arkansas, at such place as designated by the Board of Directors.
SECTION 3. Purpose
The unique and historic character of Eureka Springs and the center of its economic base is tourism. The principal purposes of the Greater Eureka Springs Chamber of Commerce shall be to inform, educate and provide those services and materials necessary to promote tourism and business. We shall also seek to expand the economic, civic and cultural development of Eureka Springs and our immediate trade area.
SECTION 4. Limitations
This Chamber in its activities shall be nonprofit, nonpartisan, non-discriminatory (see policy), non-sectarian and shall take no part in partisan politics. The Chamber is an equal opportunity employer operating in compliance with all local, state, and federal laws, regulations and ordinances.
ARTICLE II - MEMBERSHIP
SECTION 1. Eligibility - Regular Members
Any reputable business, firm, association, corporation, partnership, individual or sole proprietorship having an interest in the stated objectives of the Chamber shall be eligible to apply for one (1) regular membership, and one or more associate memberships.
SECTION 2. Eligibility -Associate Members
Any reputable person, business, firm, civic organization, association, corporation, partnership or sole proprietorship or estate, having an interest in the stated objectives of the Chamber, but not eligible to apply for regular membership, may apply for an associate membership, and shall have the privileges and benefits of a regular membership, excluding voting rights.
SECTION 3. Election
Application for membership shall be in writing on the forms specified and accompanied by at least the minimum membership investment with membership privileges effective at time of application. Formal approval of membership(s) shall be by the Board of Directors at any meeting thereof.
SECTION 4. Investment
Membership investments shall be at such a rate or rates, schedules or formulas as may be from time to time prescribed by the Board of Directors, payable in advance as agreed in the application.
SECTION 5. Voting
Each regular membership, or its appointee, shall be entitled to one (1) vote.
SECTION 6. Suspension
- Any member who is in arrears in its membership dues for more than 90 and has been properly notified, as reported by the President/Chief Operating Officer (COO) shall have their membership in the Chamber terminated upon review by the board. All membership services other than prepaid services shall be suspended at termination.
- Debts that are more than 30 days past due for services other than membership dueswill result in the suspension of that service as directed by the Chamber President/COO, until paid by the debtor.
SECTION 7. Expulsion
Members may be expelled by the Board of Directors for cause. No member may be expelled, other than for non-payment, without the opportunity of a hearing before the Board of Directors at a proposed time and place after a reasonable notice. A three-fourths vote of a quorum of directors at any regular meeting or special meeting shall be necessary to expel a member.
SECTION 8. Resignation
Any member may resign from the Chamber by submitting a letter to the President/COO which will be presented to the Board ofDirectors.
SECTION 9. Termination
The resignation, expulsion, or dissolution of a member shall terminate its membership. The termination of a member shall work as a forfeiture of all rights or privileges pertaining to such membership.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. Duties
The government and policy-making responsibilities of the Chamber of Commerce shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
SECTION 2. Elected Directors
The Board of Directors shall be composed of twelve (12) natural persons, each of whom is the representative of a regular membership, four (4) of whom shall be elected annually to serve for three (3) years, or until their successors are elected and qualified. However, individuals fulfilling partial terms would be eligible for nomination for the next elected term. Terms shall begin on January 1 and end on December 31.
The immediate Past-Chair will attend all Executive Committee meetings and regular Board meetings for one (1) year immediately following his/her expired term. The immediate past-Chair will serve in an advisory capacity, with voting privileges at all Executive Committee meetings but not regular Board meetings unless in case of a tie vote, in which he/she can vote to break such tie.
SECTION 3. Attendance
The office of any director who shall be absent from two (2) consecutive regular meetings or from four (4) total regular meetings of the Board of Directors, unless the Board has declared sufficient reason, during a calendar year, shall be deemed vacant, and said director will be moved to an advisory position.
SECTION 4. Vacancies
Vacancies on the Board of Directors shall be filledby any member in good standing and shall be submitted by the Board and elected by a majority of the Board. The replacement should fulfill the rest of the original term. An attempt to fill the vacancy shall be made within two (2) months of there being established a vacancy.
SECTION 5. Quorum
A majority of the Board of Directors shall constitute a quorum at any meeting.
SECTION 6. Meetings
The Board of Directors shall meet on such schedule as it determines, provided that it meets as least once each month, with all meetings open to the membership and the public.
SECTION 7. Ex-Officio Members
The Board of Directors may recommend ex-officio members (non-voting board members) to serve in the next business year. These ex-officio members will serve at the will of the Board to run concurrent with their terms of office and may be approved by a vote of the Board of Directors. Those positions include:
Current Mayor - City of Eureka Springs
Current Executive Director of the City Advertising and Promotion Commission
Current Holiday Island District Manager
Current School Superintendent for the Eureka Springs Public Schools
One Attorney
One Accountant
President of any Bank with a branch located in the city of Eureka Springs
Carroll County Judge
Current local representative on Arkansas Parks & Tourism Commission
Other Ex-officio directors as determined by the Board
ARTICLE IV - ELECTION OF DIRECTORS
SECTION 1. Election
Annual Board of Directors election shall be completed by November 1 with term installation beginning January 1 of the following year.
SECTION 2. Board Nominations & Annual Election
Annually, at or before the August meeting of the Board of Directors or Executive Committee, the Chairperson shall appoint a Board Nominating Committee composed of eight (8) members; the current Chairperson of the Board, two (2) current board member, two (2) Past Chairpersons of the Board and three (3) non-board members.
The nominating Committee shall select four (4) candidates for the four (4) vacancies created by the expiring terms of the Board of Directors with three (3) year terms expiring. No director may be re-elected after serving a full elective term until one (1) year has elapsed. If, however; the nominating committee is unable to get four (4) new directors to serve, the Board may nominate a director with an expiring term for another three (3) year term with a two-thirds majority vote of all Directors.
The membership at large shall have the right to nominate additional nominees by a nominating petition signed by at least ten (10) percent or 20 members of the regular membership in good standing. The nominating committee shall notify the general membership at least sixty (60) days in advance of its annual election date and the process for member nominations. All nominating petitions must be submitted to the President/COO by September 30th.
A ballot will be mailed to the membership listing the Nominating Committee’s recommendation in alphabetical order and listing those nominated by petition in alphabetical order by October 20. Ballots will be received until November 1.
All nominees shall have been contacted and be agreeable to serve, if elected, before their names are submitted to the regular membership for a vote.
SECTION 4. Annual Election
Directors shall be elected by the entire voting regular membership each duly designated regular voting member in good standing being entitled to one (1) vote. A ballot containing the names submitted by the nominating committee and by membership petition(s) shall be mailed to all qualified members at least ten (10) days- before the annual election date, for qualifying members to vote. The ballots shall include notice of the date, time and place, for ballot opening and counting. Votes received after the stated election deadline will not be counted.
SECTION 5. Judges
The Chair, with the consent of the Board of directors, shall appoint five (5) members to act as judges of the election, at least three (3) of whom shall not be members of present Board. The membership shall be notified of the date, time and place where the ballots are to be opened and counted, as specified in Section 4, to view the process and hear the results. Judges shall be empowered to use additional members as tally clerks to facilitate ballot counting.
Nominee(s) shall be declared elected in the order of their total votes, descending to the number of positions available. In the event of a tie vote, the election shall be determined by lot.
ARTICLE V. OFFICERS
SECTION 1. Election
At the first regular scheduled meeting after Jan. I the new Board of Directors shall elect the following officers for a one (1) year term: Chair, Chair Elect, Second Vice Chair, Treasurer and Secretary. The President/COO may be employed by the Board of Directors and serve as an officer at the pleasure of the Board and at compensation fixed by the Board.
SECTION 2. Chair
The Chair shall preside at all meetings of the Chamber, of the Board of Directors and the Executive Committee. He/She shall perform all duties incident to the office and shall exercise general supervision over the operations of the Chamber. He/She shall appoint such standing and special committees as the Board may designate, subject to its confirmation.
SECTION 3. Chair Elect
The Chair Elect shall be responsible for creation of the program of work for the following year. He/she shall act in the absence or in case of disability of the Chair. In addition, he/she shall direct whatever phase of the Chamber’s operation that may be assigned to him/her by the Chair. With approval of the Board, he/she will fulfill the Chairperson's position the following year.
SECTION 4. Second Vice Chairperson
The Second Vice Chairperson shall act in the absence or in case of disability of both the Chairperson and the Chairperson Elect. In addition, he/she shall direct whatever phase of the Chamber’s operations that may be assigned tohim/her by the Chairperson.
SECTION 5. Treasurer
The Treasurer shall be responsible for the receipts and disbursements of all Chamber funds. Such funds shall be kept on deposit in financial institution(s) approved by the Board of Directors subject to checks signed by the President/COO, or his/her duly authorized staff alternate, and the Treasurer, or in his/her absence the Chair or Vice Chair. The Treasurer shall make a full report of the financial condition of the Chamber to the Board of Directors at each monthly meeting.
SECTION 6. Executive Committee
The Executive Committee shall consist of the Chair, Chair Elect, Second Vice Chair, Secretary, Treasurer, and immediate past Chair. The Executive Committee shall act for the Board of Directors between the meetings of the Board or in the absence of a quorum thereof. The Executive Committee shall serve as Budget Committee, shall be responsible for the preparation of the annual budget and, after its approval by the Board, be responsible for its administration.
SECTION 6. President
The President, a non-voting officer of the Chamber, shall be the chief administrator and operating officer of the Chamber, be charged with executing the policies set forth by the Board of Directors, and provide the general supervision and management of the office and business affairs of the Chamber. He/she shall perform the duties of the President/COO as defined by the Board of Directors in his/her employment contract and job description. The President/COO will attend all Executive Committee meetings and regular Board meetings as a non-voting advisor.
SECTION 7. Secretary
The Secretary shall be appointed by the Board of Directors and shall be responsible for the preservation of the records, documents, and communications of the proceedings of the Chamber, the Board of Directors, and Executive Committee meetings.
ARTICLE VI – COMMITTEES
SECTION 1. Designation and Appointment
The Chair and/or the Board of Directors may create and appoint whatever committee(s) deemed necessary to facilitate the work of the Chamber.All Chamber committees shall have a Director serve as Chair of that committee to report activities to the Board.
SECTION 2. Operation
All committees shall operate subject to the Chamber's bylaws, policies, and procedures and will submit a report of activities to the President/COO and/or Board on a monthly basis.
SECTION 3. Limitations
No action by any member, committee, employee, director or officer shall be binding upon or constitute an expression of the policy of the Chamber unless approved or ratified by the Board of Directors.
ARTICLE VII - MEETINGS
SECTION 1. Annual Meeting
The annual meeting of the Chamber of Commerce may be called by the Chair at any time after sixty (60) days from the election of officers. Notice of such meeting shall be mailed to all members at least fifteen (15) days in advance.
SECTION 2. Special Meeting
General membership meetings of the Chamber may be called by the Chair at any time, or upon petition by ten (10) percent of the regular members in good standing. Notice of such meeting shall be mailed to all members at least ten (15) days in advance.
SECTION 3. Quorum
At any general membership meeting or annual meeting of the Chamber, ten (10) percent of the regular members in good standing, will represent a majority and shall constitute a quorum.
SECTION 4. Parliamentary Procedure
The parliamentary procedure of all Chamber meetings shall be governed by and conducted according to the latest edition of Robert's Rule of Order Newly Revised. The Board of Directors shall meet in executive session for personnel issues.
ARTICLE VIII - FINANCES
SECTION 1. Funds
All monies paid to the Chamber shall be deposited to the General Operating Fund or to the appropriate Special Fund account as approved by the Board of Directors.
SECTION 2. Disbursements
All disbursements shall be made by check properly signed on the appropriate account. No obligation or expense shall be incurred and no money shall be appropriated or paid except within procedures adopted by the Board of Directors, or included in the budget.
SECTION 3. Budget
The Chamber shall operate on a budget approved by the Board of Directors. A proposed budget shall be prepared by the Executive Committee, the President/COO, and presented to the Board for approval in November or December of the preceding year. The Board of Directors has the right to amend the budget, if necessary or desirable, at any time. All Chamber expenditures in excess of budget allocation must be specifically approved by the Board of Directors.
SECTION 4. Fiscal Year
The fiscal year of the Chamber shall close on December 31.
SECTION 5. Annual Audit
The account of the Chamber shall be audited bi-annually at the close of every other fiscal year by an outside independent certified public accountant selected by the Executive Committee and approved by the Board of Directors.
SECTION 6. Bond
The Treasurer, President/COO, and other employees and officers designated by the Board shall be bonded in such amount and in such manner as the Board of Directors shall deem advisable, the cost to be paid by the Chamber.
SECTION 7. Powers of Management
The Chamber shall have power to borrow or raise money necessary or convenient to the accomplishment of the purpose of the Chamber or accept, endorse, execute and issue promissory notes, drafts, bills or exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidence of indebtedness and to secure the payment of any thereof and the interest thereon by mortgage, pledge, conveyance or assignment in trust of the whole or any part of the property of the Chamber whether at the time owned or thereafter acquired; to sell, pledge or other wise dispose of bonds or other obligations of the Chamber for its corporate purpose; to cooperate with any government agency or agencies, whether national, state, county, or municipal or with any business or private agency whatsoever in carrying out the purposes herein contemplated; to acquire by, gift or in any other manner and to sell, lease, mortgage, pledge, assign, transfer or otherwise dispose of lands or real property or any right of title therein or improvements thereon, personal property of every class and description for any purpose or use necessary, convenient, useful or incidental to the accomplishment of the purpose of the Chamber and such other powers and authority provided by law.
SECTION 8. Conflicts of Interest
At no time shall the President/COO, Chamber Board member,employee, advisor, contractor/sub-contractor, or agent of the Chamber of Commerce, be party to or of, any business or transaction that would create a conflict of interest. Such conflict of interest would create grounds for immediate termination of employment or agency and/or expulsion from the Chamber and/or Chamber Board.
SECTION 9. BOOKS AND RECORDS
The Chamber will keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE IX – MAIL/EMAILVOTE
Section 1.
Whenever, in the judgment of the Chair, the Executive Committee or the Board of Directors, any question or issue shall arise which is believed to require a vote by the Executive Committee, the Board of Directors or the membership, and, when it is deemed inexpedient to call a special meeting for such purpose, the Chair or Directors may, unless otherwise required by these Bylaws, submit such a matter in writing by mail or email for vote and decision.