MARISSA CHAMBER OF
COMMERCE INC.
CONSTITUTION &
BY-LAWS
With corrections made from October 20, 2005 meeting
ARTICLE I - NAME
Section 1 – This organization is incorporated under the laws of the State of
ARTICLE II - OBJECT
Section 1 -- The Marissa Chamber of Commerce is organized for the purpose of advancing the commercial, industrial, agricultural, civic and general interests of Marissa and the surrounding community. The organization is organized exclusively for charitable, religious, educational, and scientific purposes, under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2 -- LIMITATION OF METHOD. The Marissa 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, as amended from time to time.
No officer,
board member or committee member shall make public any formal action, or make
public any resolution, or in any way commit the Chamber on a question of policy without first
receiving formal approval of the board of directors.
The
Chamber may sponsor fund-raising projects provided the membership approves of
the project. The proceeds of the above shall be used to further the objects of
the Chamber.
ARTICLE III - MEMBERSHIP
Section 1 -- CLASSES OF MEMBERSHIP. The Marissa Chamber of
Commerce shall be composed of active and non-dues paying members.
Section
2 -- ELIGIBILITY. Any business
firm, individual, association, corporation, partnership or estate having
an interest in the above purpose
shall be eligible to apply for membership. All
persons who are interested in promoting the stated objects of this
organization, as outlined in Article II, Sections 1, 2, above, shall be
eligible for membership.
One must apply
for membership in the Marissa Chamber of Commerce by submitting a written
application accompanied by the regular initiation fee and the payment of the
annual dues in advance. All membership applications shall be submitted for
approval by majority vote by the membership.
Section 3 -- ACTIVE AND NON-DUES-PAYING MEMBERS.
a.
ACTIVE MEMBERS. Active members are
defined as members who dues are paid in full.
Active members shall enjoy all the rights and privileges of the Chamber,
including the right to vote.
b.
NON-DUES-PAYING MEMBERS. All members attaining
the age of sixty-five who have a sustained membership in the organization for
the consecutive ten-year period prior to the calendar year after which they
become sixty-five shall be classified as non-dues-paying members and their
annual dues automatically waived. Non dues-paying members will continue to
exercise the privileges of voting and holding office.
ARTICLE IV - DUES, INITIATION
Section 1
-- DUES, AMOUNT, WHEN PAYABLE. The annual dues of active members shall be
established by the membership at the annual meeting. The dues shall be paid
annually no later than April 1st.
Section 2 -- DELINQUENCY. All active members failing to pay dues
by April 1st shall become delinquent. The treasurer shall notify the
delinquent members by mail. The members shall have until May 1st to
pay their dues. If the dues are not paid by May 1st, the memberships
shall be automatically terminated.
Section 3 -- RESIGNATION. Each member shall be
liable for dues unless a written resignation has been received by the secretary
or treasurer or unless the member is deceased.
ARTICLE V - BOARD OF DIRECTORS
Section 1 -- COMPOSITION OF THE BOARD. The board of directors shall be composed of nine (9) members, consisting of the President, Vice-President, Secretary, Treasurer, and four (4) At-large members. In addition to the above elected directors, the outgoing president, by virtue of office held, shall continue to serve as a member of the board of directors, with full voting privileges, for one year following his term as president.
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 2 -- SECTION AND
ELECTION OF DIRECTORS. Nominations for President,
Vice-President, Secretary, Treasurer, and two (2) At-Large Directors shall be
held during the regular membership meeting in May and voted on in the regular
membership meeting in June. Those
members being nominated should have agreed to accept the nomination prior to
being nominated. Nominations shall be open to
all voting members present at the May meeting.
Section 3 -- MEETING DATES AND SEATING OF NEW DIRECTORS. The Board of Directors shall meeting on the first (1st) Thursday of the month to develop the agenda for the regular monthly meeting of the chamber and to discuss programs, policies and procedures. Five members shall be present to constitute a quorum of the Board of Directors.
All newly elected board members shall be seated at
the organizational meeting of the Board of Directors to be held in July. The outgoing president shall serve as
temporary chairman of the organizational meeting until the newly elected board
members are seated, then the president will resume the chairmanship of the
meeting.
Section 4 – VACANCIES. A member of the board of directors who shall be absent from three (3) consecutive regular meetings of the board of directors shall automatically be dropped from membership on the board, unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.
Vacancies on the board of directors, or among the officers, shall be filled by appointment made by the
president.
Section 5 -- POWER OF THE BOARD OF
DIRECTORS. The Board of Directors may adopt rules
and regulations for conduction of the business of the Chamber, not inconsistent
with this constitution. The board of
directors is responsible for establishing procedure and formulating policy of the organization. It is also responsible for
adopting all policies of the organization. These policies shall be maintained
in a policy manual, to be reviewed annually and revised as necessary.
They shall submit, at the annual July membership meeting, a full report
of the work and finances of the Chamber.
The Board shall make recommendations on all disbursements over One
Hundred fifty ($150.00) dollars.
Section 6 – INDEMNIFICATION. The Chamber may, by resolution of the board
of directors, provide for indemnification by the Chamber of any and all current
or former directors against expenses actually and necessarily incurred by them
in connection with the defense of any action, suit, or proceeding, in which
they or any of them are made parties, or a
party, by reason of having been officers
or directors of the Chamber, except in relation to matters as to which
such officer or director shall be adjudged
in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty and to such matters as shall be settled
by agreement predicated on the existence of such liability for negligence or
misconduct.
ARTICLE VI - OFFICERS DUTIES
Section 1 -- PRESIDENT. The president shall
preside at all meetings of the Chamber and the Board of Directors. He shall
perform all duties incident to his office and advise such action as may be
deemed by him likely to increase the effectiveness of the Chamber.
Section 2 -- VICE PRESIDENT. The Vice President
shall act in the absence of the president.
Section 3 -- TREASURER. The treasurer shall receive and disburse
the funds of the Chamber. He shall keep all monies of the Chamber deposited in
the Chamber's name at a federally chartered financial institution or branch
office located in Marissa. He shall make a financial report at each regular
meeting, and at the request of the Board of Directors. The Treasurer shall keep
books of account (dues). Checks
are to be signed according to a policy established by the board of directors.
Section 4 -- SECRETARY. It shall be the duty of
the secretary to conduct the official correspondence, preserve all books,
records, documents, and communications, and maintain an accurate account and
record of the meetings of the Chamber, the Board of Directors, and all
committees. At the expiration of his term of office, he shall deliver to the
Board of Directors all books and property of the Chamber.
Section 5 -- SECRETARY AND TREASURER. Neither the Secretary
nor the Treasurer are required to be Board Members in order to hold their
respective offices and will be elected by the Board of Directors at its
organizational meeting prior to the July meeting of each year.
ARTICLE VII - COMMITTEES
Section 1 -- APPOINTMENT.
The president shall appoint all committees, with the advice and consent of the
Board of Directors. The president shall designate who shall be chairman of each
committee. The secretary shall see that
all members are furnished with copies of all committee appointments
Section 2
-- AUDITING.
The president shall nominate an auditing committee. It shall be the duty of this committee to
examine and audit the books and accounts of the secretary and the treasurer, at
the close of the fiscal year, and report its findings to the Board of Directors
and to the membership.
Section 3 -- AUTHORITY OF COMMITTEES. It shall be the
function of committees to investigate and make recommendations. They shall make
a report in writing to the Board of Directors whenever necessary. No standing
or special committee shall represent the Chamber in advocacy of, or opposition
to, any project without the specific confirmation of the Board of Directors, or
such confirmation as may be clearly granted under special powers delegated by
the Board of Directors to that committee. Committees given emergency power to
act shall always act with the best of their ability, always keeping the
interest of the Chamber foremost in their mind while making their decision.
Section 4 – 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 of directors.
Committees shall be discharged by the
president when their work has been completed and their reports accepted, or
when, in the opinions of the board of directors, it is deemed wise to
discontinue the committees.
Section 5 -- COMMITTEE MEETINGS. Meetings of the
committees may be called by the president or secretary or by the chairman of
said committee. All members shall be notified of the meeting by the chairman of
the committee.
ARTICLE VIII - MEETINGS
Section 1 -- MEETINGS. The regular meeting of the Chamber shall be
held on the third Thursday of each month at
Section 2 -- SPECIAL MEETINGS. The president, Board of
Directors, or ten (10) members may call a special meeting at which only topics
listed on the agenda, as contained in the notice of special meeting, may be
discussed or voted upon.
Section 3 -- NOTICE OF MEETINGS. Each member of the
Chamber shall be given notice of every regular and special meeting, which
notice shall be given in writing. These notices are to be in the mail at least
five (5) days prior to the time of meeting. With the notice of a special
meeting, an agenda shall be included which shall be brief in nature.
Section
4 -- ANNUAL MEETING. The annual meeting shall be held on the third
Thursday in July of each year.
Section
5 -- QUORUM. At any duly
called general meeting of the Chamber, 10% of the members shall constitute a
quorum; a majority of directors
present shall constitute a quorum of the board of directors. At committee
meetings, a majority shall constitute a
quorum except when a committee consists of more than nine (9) members, five (5) shall constitute a
quorum.
Section 6 -- LIMITATION OF DEBATE. Every member shall be
entitled to speak and vote on any subject brought before the Chamber, subject
only to limitation by the chair, as per Roberts Rules of Order, Section 30.
ARTICLE IX - ELECTIONS
Section 1 -- ELECTION. The election of directors shall be held at the regular
meeting in June.
Section 2 -- NOMINATIONS. At the regular meeting in April the
president shall appoint a nominating committee of five (5) members, which shall
include two (2) outgoing directors plus two (2) non-director members.
Section 3 -- DUTIES OF THE NOMINATING COMMITTEE. The nominating
committee shall prepare a list of six (6) candidates to serve as directors,
which shall be presented to the membership at the annual meeting.
Section 4 -- NOMINATIONS BY MEMBERSHIP. At the regular May
meeting, additional nominations for membership to the Board of Directors may be
made from the floor, prior to the balloting. In order to serve on the Board,
all members nominated as candidates for the Board of Directors shall be members
of the Chamber at least two (2) years.
Section 5 -- RESULTS OF BALLOTING. The two (2) candidates
receiving the highest number of votes cast shall be duly declared elected as
members of the Board of Directors for the ensuing term of two (2) years.
Section 6 -- THE VOTE. In the election of
directors, should a tie vote occur the membership shall vote separately on the
candidates to break the tie.
Section 7 -- BALLOTING. All balloting at the election shall be
by secret ballot and no proxies shall be allowed at any election of Directors.
Section 8 -- LIMITATION. Members shall be limited to one (1) vote
on each ballot for any one candidate.
Section 9 -- JUDGES. The president shall appoint and announce at the
regular May meeting, subsequent to the completion of nominations for the Board
of Directors, three (3) judges, one of whom shall serve as clerk, who are not
candidates for election, as such, to have supervision of the election, and such
committee shall serve until the election results has been ascertained.
Section 10 -- RE-ELECTION OF DIRECTORS. No member of the Board
of Directors, elected by ballot, thereinafter shall be eligible to succeed
himself. At least one year shall intervene between the expiration of such
member's term of office and his re-election as a director.
Section 11
-- TERM BEGINS.
The Board of Directors and the officers elected by their decision shall take
office at the annual meeting in July.
ARTICLE X – DISBURSEMENTS
Section 1 -- DISBURSEMENTS.
(A)
Operating Expenses. No disbursements,
except the ordinary operating expenses of same, and in amounts of One Hundred
Fifty ($150.00) dollars or less, shall be made, unless same shall be approved
by the membership with prior written notice. All disbursements shall be
countersigned by the president, and the treasurer.
(B)
Donations. All donations of money
by the Chamber shall be approved by the membership in a duly called regular or
special meeting. All donations of money more than One Hundred (S100.00) dollars
shall require prior written notice to the membership.
(C) Charitable Request Policy. The Chamber is will consider supporting a monetary request under these circumstances:
1. Organized groups with a specific project can make a request (i.e., After-Prom committee, Girl Scouts field trip, Boy Scouts projects)
2. All monetary requests must be made 45 days in advance of the need, to accommodate the approval and voting process.
3. A limit of no more than $100.00 will be granted to any group or project within a fiscal year.
4. Requests
not falling within the above outlined policies may be denied. Any exceptions and/or special requests to the
above stated requirements will be considered by the Board of Directors before
going in front of the Membership.
Section 2 -- APPROPRIATIONS. No appropriation of
money or other property shall be made for any purpose other than to defray
legitimate expenses of the Chamber, except by the majority vote of those
present at a meeting.
Section 3 -- LOSS OF RIGHT TO VOTE. Members shall not be
eligible to vote for any disbursement of money, stock, or other property if
such a disbursement is being made to any business, organization, or corporation
to which a Chamber member belongs; is a stockholder in, or is employed by or where
said Chamber member holds a greater degree of interest than the average
interest of other Chamber members.
Section 4 -- DISPOSITION OF PROPERTY AND CREATING
INDEBTEDNESS. With the approval of
two-thirds (2/3) of the members in attendance, after proper written notice has
been given to the membership by the secretary, the membership may grant to the
Board of Directors the power to:
·
sell,
dispose of, or mortgage any real estate
·
stock,
or other property held by the Chamber
·
to
incur debts
·
to
borrow money, giving as the necessary security mortgages to be signed by the
president and the secretary, and
·
loan
money
Further, the Board of Directors may enter into
any such contracts and agreements as enumerated above and which seem to further
the stated objects of the Chamber.
ARTICLE XI - AMENDMENTS
Section 1 -- AMENDMENTS. This constitution may be amended by a
two-thirds (2/3) vote in the affirmative of those members present, but with a
minimum of ten (10), at any regular or special meeting, provided proper notice
of such proposed change has been mailed by the secretary to each member at
least seven (7) days before the regular or special meeting.
Section 2 -- APPROVAL. All proposed amendments shall receive the
approval of the Board of Directors prior to submission to the membership at a
regular meeting.
ARTICLE XII - GENERAL
Section 1 -- PARLIAMENTARY RULES. The proceedings of the
Chamber meetings shall be governed by and conducted according to the latest
edition of Roberts Rules of Order.
Section 2 -- INCLUSION. No one but a member in
good standing shall address the Chamber, except by invitation of the President,
the Board of Directors or the Secretary.
Section 3 -- SEAL. The Marissa Chamber of Commerce shall have a
seal of such design as the Board of Directors may adopt.
Section 4 -- IMPARTIALITY. This Chamber in its activities shall be
non-partisan, non-sectional and non-sectarian.
Section 5 -- FISCAL YEAR. The fiscal year for the Marissa Chamber
of Commerce shall begin on July 1st and end on June 30th.
Section 6 -- PLACE OF MEETING. All meetings, both
regular and special, of the MARISSA Chamber of Commerce, including meetings of
the Board of Directors therefore, shall be held within the confines of the
township limits of
Section 7 -- CONFLICTS.
All previous by-laws or statements of policy in conflict with these
by-laws as approved on __________, are hereby declared to be null,
void, and of no consequence.
ARTICLE
XIII
DISSOLUTION
Section 1: 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 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 as defined in IRS
Section 501 (c)(3).
ARTICLE
XIV
AMENDMENTS
Section 1: REVISIONS - These bylaws may be amended or altered by a two-thirds (2/3) vote of the board of directors, or by a majority of the members at
any regular or special meeting, providing 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.
ADOPTED:
AMENDED:
July 19, 2007