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ByLaws of the Hallsville Chamber of Commerce

HALLSVILLE AREA CHAMBER OF COMMERCE

BYLAWS

ARTICLE I

General

Section 1: Name. This organization is incorporated under the laws of the State of Missouri and shall be known as the Hallsville Area Chamber of Commerce. (Hereinafter sometimes referred to as the “Chamber”.)

Section 2: Purpose. The Hallsville Area Chamber of Commerce is organized to achieve the objectives of:

A. Assuring progressive orderly community development;

B. Coordinating the efforts of commerce, industry, and the professions in maintaining, strengthening, and promoting a sound and healthy business climate in the Hallsville, Missouri area.

C. Sponsoring programs of work and activities which will provide for development and employment of human and economic resources; and

D. Providing creative business leadership in helping solve community problems and initiating community action.

Section 3: Area. The Hallsville area shall include the City of Hallsville and Boone County trade area and any additional area where people live and work who have an interest in the economic and business welfare of the Hallsville area.

Section 4: Limitation of Methods. The Chamber shall observe all local, state, and federal laws, which apply to a non-profit organization (as defined in Section 501 (c)(6) of the Internal Revenue Code).

Section 5: Political Activity. The Chamber shall be non-profit, non-partisan, and non-sectarian and shall take no part in the nomination, election, or appointment of any candidate for political office. Other than the foregoing prohibitions, the Chamber may support or oppose any issue by a majority vote of the Board of Directors (hereinafter sometimes referred to as “Board”).

Section 6: Limitation of Authority. No action by any member, committee, division, employee, director, or officer shall be binding upon, or constitute an expression of the policy of the Chamber until it shall have been approved or ratified by the Board.

Section 7: Indemnification.

Each director or officer of this corporation and his/her legal representatives shall be indemnified by the Corporation against liabilities, expenses, counsel fees, and costs reasonably incurred by him/her or his/her estate in connection with, or arising out of, any action suit proceeding or claim in which he/she is made a party by reason of his/her being, or have been such a director or officer. The indemnification herein provided for, however, shall apply also in respect to any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees, and costs reasonably incurred in connection therewith) provided the Board of Directors shall have first approved such proposed compromise settlement and determined that the officer or director involved shall not be qualified to vote thereon. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matter and in order to effectuate any compromise or settlement, the Board of Directors may rely conclusively upon an opinion of independent legal counsel selected by the Board. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

Section 8: Orientation. An orientation on the purposes and activities of the Chamber shall be conducted for new director, officers and committee chairs.

ARTICLE II

Membership

Section 1: Eligibility. Any person, association, corporation, or partnership having an interest in the objectives of the organization shall be eligible to be a member.

A. Membership - Each member shall be entitled to one vote with said vote to be cast by a designated representative. No entity shall have more than one vote.

Section 2: Application and Acceptance. Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. Applications shall be accepted by the Board after the annual dues have been paid.

Section 3: Dues. Annual dues shall be set at such rate or formula as may be established by the Board.

Section 4: Termination.

A. Any member may resign from the Chamber by filing a written resignation with the President.

B. Any membership may be terminated after ten (10) days’ notice for non-payment of the annual dues after ninety (90) days from the date due.

C. Any member may be expelled by a two-thirds vote of the Board for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member complained against.

Section 5: Membership Meetings. The annual meeting of the membership shall be held at a time selected by the Board during the second quarter of the calendar year to discuss any matters pertaining to the business of the Chamber. Special meetings may be called by the Board or upon written application of twenty percent (20%) of the membership. Notice of such special meeting shall state the purpose of the meeting. Twenty-five percent (25%) of the membership must be in attendance at meetings to constitute a quorum. Written notice of all membership meetings shall be given at least ten (10) days in advance.

ARTICLE III

Board of Directors

Section 1: General Powers. There shall be a Board of Directors which shall control the property of the Chamber, be responsible for the Chamber’s finances, be responsible for the government and policy making for the Chamber and have full power and authority over the affairs of the Chamber except those specifically reserved for the general membership by these bylaws.

Section 2: Composition of Board. The Board of Directors shall be composed of ten (10) members, four (4) of which are elected officers and six (6) Directors of the Board with one-third whom shall be elected each year, to serve for three (3) years, or until their successors are elected and have qualified. The government and policy-making responsibilities of the chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.

Section 3: Seating of New Directors. All new Board members shall take office on June 1 of each year.

Section 4: Vacancies: Removal. Vacancies on the Board, or among the officers shall be filled for the unexpired term by recommendation of the President and a majority vote of the Board. After ten (10) days written notice, a Director may be removed from office for cause, or for a succession of unexcused absences from regular Board meetings, by a majority vote of the Board.

Section 5: Board Meetings. Regular monthly Board meetings shall be held as determined by the Board. Special Board meetings may be called by the President or upon written request of five (5) members of the Board. Written notice shall express the purpose of the meeting. Not less than seven (7) days written notice of meetings shall be given to Board members except that in emergencies twenty-four (24) hours notice shall be given.

Section 6: Nomination and Election of Directors.

A. Nominating Committee. At the regular February Membership meeting, the President shall appoint, subject to approval by the Board, a Nominating Committee of five (5) members of the Chamber. The chair of the committee shall be the immediate past President. Three (3) voting members of the Nominating Committee shall constitute a quorum.

B. Slate. Prior to the March Board meeting, the Nominating committee shall present to the President, a slate of candidates to fill all vacant offices. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of the position.

C. Publicity of Nominations. Upon receipt of the report of the Nominating committee, the membership shall be notified in the March Chamber newsletter.

D. Nominations. Call for nominations from the membership shall be accepted at the regular March meeting.

E. Election. The election of Directors will take place at the April Membership meeting each year with the terms to begin June 1.

ARTICLE IV

Officers

Section 1: Election of Officers. The Nominating Committee shall nominate a President, Vice-President, Treasurer and Secretary each year. The President, Vice-President, Treasurer and Secretary shall be elected by the Board to serve one (1) year terms or until their successors assume the duties of office. The election will take place at the April Board meeting each year with the terms to begin June 1.

Section 2: Duties of Officers.

A. The President shall:

1. Serve as the chief voluntary executive and, as such, give direction and leadership to evaluating the needs of the membership and community. The President shall also cause to be developed a program of work or business plan and policies to help meet the needs of the membership and community. The President shall motivate and encourage the other officers, directors, and committee chairs to carry out their responsibilities. The President shall also encourage active involvement of the general membership.

2. Preside at membership and Board meetings and any person desiring to attend and or make a presentation at any such meeting shall obtain the consent of the President.

3. Appoint all committee chairs and committees for one (1) year terms.

B. The Vice-President shall:

1. Exercise the powers and authority and perform duties of the President in the absence or disability of the President.

C. The Treasurer shall:

1. Supervise the receipt and disbursement of chamber funds.

2. Review all monthly reports of the financial condition of the chamber and present the same to the Board.

3. Monitor investment of Chamber funds.

D. The Secretary shall:

1. Take Minutes at meetings.

2. Assist the President and Directors with official correspondence.

ARTICLE V

Finance

Section 1: Funds. All money paid to the Chamber will be immediately deposited in a Chamber financial account.

Section 2: Disbursements. Upon approval of the budget, the Treasurer is authorized to make disbursement on accounts and expenses provided for in the budget. Expenses not listed in the budget shall require approval by the Board before being incurred. All disbursements shall be by check.

Section 3: Fiscal Year. The fiscal year of the Hallsville Area Chamber of Commerce shall be from June 1 through May 31 of the following year.

Section 4: Budget. No later than the May Board meeting, a budget will be approved by the Board. This budget will reflect estimated expenses and income for the succeeding year.

Section 5: Annual Audit. The accounts of the Chamber shall be audited annually as of the close of business on May 31 by three members appointed by the incoming President.

The audit shall be available at the Chamber office.

Section 6: Bonding. The President and other such officers and staff as the Board may designate, shall be bonded by a sufficient fidelity bond in the amount set by the Board. Fees or premiums shall be paid by the Chamber.

ARTICLE VI

Dissolution

Section 1: Procedure. The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members. Upon dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations in the Hallsville, Missouri area. This organization shall be selected by the Board using the definition outlined in IRS Section 501(c)(3).

ARTICLE VII

Parliamentary Procedure

Section 1: Parliamentary Authority. The current edition of Roberts’ Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the charter or bylaws of the Chamber.

Section 2: Parliamentary Procedure. Unless otherwise provided, at any meeting of the Board of Directors, Executive Committee, or Nominating Committee, fifty percent (50%) of the respective committee members shall be required for such entity to make any recommendation or determination.

ARTICLE VIII

Amendments

Section 1: Revisions. These bylaws may be amended or altered by a majority of the members at any regular or special meeting, provided the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing, at least ten (10) days in advance of the meeting at which they are to be acted upon.

Approved this _______________ day of ___________________, 2003.

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