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Chamber Bylaws |
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Article I |
| Section 1. Name.
This organization is incorporated under the laws of the State of Wisconsin
and shall be known as the Arcadia Chamber of Commerce, Inc., hereinafter
referred to as the Chamber |
| Section 2. Purpose.
The Chamber is
organized to achieve the objectives of: |
| (a) Preserving the
competitive enterprise system of business by: creating better
understanding and appreciation of the importance of business people
and a concern for their problems; educating the business
community and preventing or addressing controversies which are
detrimental to expansion and growth of business and the community if
they arise.
(b) Promoting business and
community growth and developments 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. |
| Section 3. Limitation of
Methods. The Arcadia Area Chamber of Commerce shall
observe all local, state and federal laws which apply to a
non-profit corporation as defined in Section 501 (C) (6) of the
Internal Revenue Code. |
|
Article II |
| Section 1. Eligibility.
Any business firm, individual, association,
corporation, partnership, or estate having
an interest in the above objectives shall be
eligible to apply for membership |
| Section 2. Application.
Application for membership shall be in writing on the form specified
and shall be submitted to the Board of Directors. |
| (a) Active
Members - Any individual, firm, corporation or organization
shall be eligible for active membership upon the payment of
the prescribed membership investment established by the Board
of Directors and shall be entitled to the rights and
privileges of the Chamber. |
| (b) Honorary
Members - An individual who has rendered service of distinction
to the Chamber or community may be elected to the honorary
membership by the Board of Directors at any regular meeting,
such member being entitled to all membership privileges,
except voting rights, and being exempt from all dues and
fees. |
| (c)
Organization - Civic groups, governments, and quasi government
organization, associations, clubs, fraternal lodges, and
others may be accepted to membership (such membership
investments may be established by the Board of Directors) and
may appoint one of their members to represent the organization
and be entitled to all membership privileges. |
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| Section 3. Continuous
Membership. All individual, firm, corporation and
organization memberships shall be continuous from the date
thereof until the member has resigned or is terminated in
conformity to the By-laws herein provided. |
| Section 4. Membership
Rights. Members in good standing are entitled to
vote and have equal rights and preferences in matters not
otherwise provided for by the Board or members. A member
of this corporation may not transfer a membership or a right
arising from it. |
| Section 5. Termination.
Any member who fails to make the prescribed membership
investment shall be terminated. A member may be
reinstated at any time upon payment to the Chamber of the
entire delinquent membership investment then due and
owing. Any member may be expelled for cause by the Board
of Directors after written notice and opportunity for hearing. |
| Section 6. Voting.
Unless otherwise provided by these By-laws, each member
entitled to vote shall be entitled to one (1) vote upon each
matter submitted to a vote at a meeting of members. No member
may cast or authorize the casting of a vote by filing of a
written appointment of a proxy. Ballots will be
addressed to each member's business address. |
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Section 7.
Orientation. Annually, members of the Board of
Directors shall participate in an orientation program
outlining their responsibilities prior to assuming their
duties. As part of the orientation a thorough review of
the By-laws will be undertaken. This training program
will be the responsibility of the President or his/her designate
and the Executive Secretary. |
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Section 8. Determining
Members Entitled to Notice and Vote. The Board of
Directors may fix a date not more than sixty (60) days before
the date of a meeting of members as the date for the
determination of the members entitled to notice of and
entitled to vote at the meeting. When a date is so
fixed, only voting members on that date are entitled to notice
of and permitted to vote at the meeting of members has been
made as provided in this sections, such determination shall
apply to any adjournment thereof. Each member is
entitled to just one (1) vote. |
|
Article III |
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Section 1. Schedule.
Membership investments shall be at such rate or schedule as
prescribed by the Board of Directors and shall be payable annually.
Membership investment accounts shall be adjusted on an anniversary
date basis. |
| Section 2.
Disbursements. (a)
Disbursements shall be by check, properly signed with
two signatures by either the Executive Secretary,
Treasurer or the President. |
| Section 3.
Indebtedness. Except as provided in
Article III, Section 2 (a), hereof, all indebtedness to which the
Chamber shall be obligated shall be approved by a two-thirds (2/3's)
majority vote of a duly constituted quorum of the Board of Directors. |
| Section 4. Annual
Audit. Financial records of the Chamber shall
be audited annually by an audit committee appointed by
the President of the Board. |
| Section 5.
Operating year. The operating year of the
Chamber shall be the fiscal year beginning January 1 and ending December
31. |
|
Article IV |
| Section 1. Annual
Meetings The annual meeting of the members of
the Chamber shall be held between January 1st and
February 15th of each fiscal year at such time and place
as determined by the Board of Directors and written
notice thereof mailed to each member at least ten (10)
but not more than thirty (30) days before said meeting. |
| Section 2.
Regular Board Meetings. The Board of Directors
shall meet at least once a month, at a time and place
designated by the Board. |
| Section 3.
Additional Meetings. |
| (a)
Special meetings of the members of the Chamber may
be called by the President at any time or upon
petition in writing of at least twenty (20)
members with voting rights or ten (10%) percent of
the members with voting rights, whichever is
less. Notice of special meetings (including
the purpose of the meeting) shall be publicly
announced at least five (5) days prior to such
meetings. |
| (b)
Board meetings may be called by the President or
shall be called by him/her upon written
application of three (3) members of the
Board. Notice shall be given to each
director at least one (1) day prior to said
meeting. |
| (c)
Committee meetings may be called at any time by
the President, Vice President, or the respective
Committee Chairperson(s). |
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| Section 4.
Quorums |
| (a)
At any duly called general meeting of the
Chamber, twenty (20) members with voting
rights or ten (10%) percent of the members,
in good standing, with voting rights,
whichever is less shall constitute a quorum
of the Board of Directors. |
| (b)
A majority of the Directors shall constitute
a quorum of the Board of Directors. |
| (c)
At committee, project, and council meetings
a majority shall constitute a quorum. |
|
Article V |
| Board of Directors |
| Section
1. Composition. The Board of
Directors Shall be composed of seven (7)
elected members. All elected Directors
shall serve staggered three (3) year terms
and shall commence his/her term at the first
Board of Directors meeting following the
annual meeting. No Director shall be eligible
for election to more than two (2)
consecutive terms. |
| Section
2. Nominating Committee. No
later than November 15th of each year the
President shall recommend for Board approval
a Nominating Committee consisting of a
minimum of three (3) members of the Chamber
in good standing. One (1) of the Committee
members must be a member of the Board of
Directors in the third year of his/her
term. The President shall designate
the Chairperson. |
| Section
3. Nominating Procedure. On
or before January 1 of each year the
Nominating Committee shall submit to the
President, its nomination of candidates to
replace the Directors whose three (3) year terms
are to expire. The Executive Secretary
shall notify the membership by mail, with
the annual meeting notice, notice of the
names of the individuals nominated as
Directors, and of the right to nominate
additional Directors at the time of the
annual meeting. |
| Section
4. Election. The Directors
shall be elected by a plurality of the
general membership entitled to vote at the
annual meeting. If a ballot vote by
the general membership is requested or if an
individual is nominated as a Director form
the floor at the annual meeting, the
President shall then appoint an Election
Committee composed of the Executive
Secretary and two (2) Chamber members in
good standing whose duty it is to see that
the election of members to the Board of
Directors is carried out according to the
By-Laws and to properly tally the ballots
and certify the outcome to the President. |
| Section
5. Vacancies. Vacancies on
the Board of Directors shall be filled by
appointment of the President with the
approval of the Board of Directors.
The failure of any member of the Board of Directors
to attend three (3) successive meetings
shall be considered equivalent of his/her
resignation, except for reasons considered
valid by the Board. The vacancy shall
be deemed to exist upon the death of a
member or upon his/her moving from the
Arcadia area. |
| Section
6. Policy. The government
and policy making responsibilities of the
Chamber shall be vested in the Board of
Directors which shall establish its
policies, control its properties, and
oversee its financial affairs. |
| Section
7. Election of Officers. At
the first Board meeting following the annual
meeting, but no later than March 15 of each year,
the Board will elect members of the Board of
Directors to the following offices:
President, Vice President, Treasurer and
Secretary. The Executive Secretary is
eligible for the office of Secretary to the
Board. |
| Section
8. Limitation of Authority. No
action, written or oral, by any member, committee, 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 of Directors. Committees shall be discharged by the
President when their work has been completed and their reports accepted,
or when, in the opinion of the Board of Directors, it is deemed wise to
discontinue the committee. |
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Article VI |
| Officers |
| Section
1. President. The President
shall be the presiding officer of the Board
of Directors. He/She shall preside
over all membership, Board, and shall
exercise such duties and responsibilities
incidental to his/her office and as may be
prescribed by the Board of Directors.
It shall be the duty of the President to
determine all Committees, select all
Chairperson(s) as may be necessary to
accomplish the purposes of this
Chamber. He/She or his/her designee
shall with the Executive Secretary sign all
deeds, contracts, co-sign checks and other
instruments affecting the operations of the
Chamber or any of its properties. |
| Section
2. Vice President. The Vice
President shall act in the absence of the
President and shall exercise such duties and
responsibilities incidental to his/her
office and as may be prescribed by the Board
of Directors. |
| Section
3. Treasurer. The Treasurer
shall oversee the collection and
expenditures of all funds of the Chamber and
shall make recommendations to the Board of
Directors and Executive Secretary as
needed. He/She shall serve as
financial officer and shall co-sign checks
as authorized by the President or the
Executive Secretary. The Treasure, in
concert with the Executive Secretary shall
present a monthly financial report to the
Board of Directors and an annual report to
the members of the Chamber at the annual
meeting. |
| Section
4. Executive Secretary. The
Executive Secretary shall be charged with
the general supervision and management of
the Chamber. He/She shall serve as
corporate secretary, his/her duties
consisting of, but not being limited to,
recording all proceedings of the Board of
Directors and the Chamber organization,
conducting the official correspondence, and
preserving the records, documents, and
communications of the organization.
He/She shall be custodian of all funds of
the Chamber and shall present monthly
financial reports to the Board of Directors
and an annual financial report. He/She
shall have immedicate charge of the Chamber
office. He/She shall perform such
duties as the Board of Directors may direct
and at the expiration of his/her term
deliver to the Board of Directors all
records and property. She/She shall
keep a register of the post office address
of each member which shall be furnished to
the Secretary by such members. He/She
shall have general charge of the membership
list of the corporation. |
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Article VII |
| Task Force and Special Projects |
| Section
1. Appointment. The
President may authorize the creation of
special project committees, task forces and
standing committees and shall define their
power and duties. |
| Section
2. Function. It shall be the
function of such special project committees,
task forces, and standing committees to make
investigations, conduct research, studies,
and hearings, make recommendation to the
Board of Directors, and carry out such
activities as may be delegated. |
| Section
3. Limitation. No special
project committees, task forces, or standing
committees shall in any way commit the
Chamber on policy. Special project
committees and task forces shall be
discharged by the President when their work
has been completed and their reports
accepted. |
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Article
VIII |
| Parliamentary Procedures and Seal |
| Section
1. Authority. The
proceedings of the Chamber shall be governed
by and conducted according to the latest
rules of Robert's Rules of Order as revised. |
| Section
2. Seal. The Chamber
shall use a seal of such design as may be
adopted by the Board of Directors. |
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Article IX |
| Amendments & Referendums |
| Section
1. Amendments. These By-Laws
may be amended with the exception of Article
III, Section 3, at any regular meeting of
the Board of Directors by a majority vote of
the entire Board providing written notice of
such proposed amendments has been given to
the Board members ten (10) days prior to the
meeting. |
| Section
2. Referendums. |
| (a) Special meetings of the
members of the Chamber may be called by the President at any time or
upon petition in writing of at least twenty (20) members with voting
rights or ten (10%) percent of the members with voting rights, whichever
is less. Notice of special meetings (including the purpose of the
meeting) shall be publicly announced and all voting members notified by
mail at least five (5) days prior to such meetings |
| (b)
Board meetings may be called by the
President or shall be called by him/her upon
wirtten application of three (3) members of
the Board. Notice shall be given to
each Director at least one (1) day prior to
said meeting. |
| (c)
Committee meetings may be called at any time
by the President, Vice President, respective
Division Directors, or the respective
Committee Chairperson(s). |
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Article X |
| Dissolution |
| Section
1. Procedure. 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 organization(s) to be selected by the Board
of Directors. |
