Huntsville Area

BY-LAWS

Chamber of Commerce

BY-LAWS AS AMENDED NOVEMBER 2008

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CHAMBER BY-LAWS

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HUNTSVILLE AREA CHAMBER OF COMMERCE BY-LAWS
(updated - November, 2008)

ARTICLE I--NAME

Section 1. The name of this organization shall be the Huntsville Area Chamber of Commerce, Inc.

ARTICLE II--OBJECT

Section 1. The Huntsville Area Chamber of Commerce is organized to achieve the objectives of:

a) Preserving the competitive enterprise system of business by:

1) Creating a better understanding and appreciation of the importance of the businessperson and a concern for his/her problems.
2) Creating a more intelligent business and public opinions regarding city, county, state, and national legislative and political affairs.
3) Preventing controversies which are detrimental to the expansion and growth of business and the community at large or adjusting them if they arise and creating a greater appreciation of the value of a more liberal investment of substance and self on behalf of the interests of competitive business.

b) Promoting business and community growth and development by:

1) Promoting economic programs designed to strengthen and expand the income potential of business within the trade area; and
2) promoting programs of a civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community and discovering and correcting abuses which prevent the promotion of business expansion and community growth.

Section 2. The Chamber of Commerce shall be non profit, nonpartisan, nonsectarian and take no part in or lend its influence or facilities either directly or indirectly to the nomination, election or appointment of any candidate for office in city, county, state or nation nor shall any meeting of a political nature whatsoever be held within any premises occupied by or under control of the Chamber of Commerce.

Section 3. The Chamber of Commerce shall serve the economic region which shall mean and include all of Madison County, Arkansas.

ARTICLE III--MEMBERSHIP

Section 1: Eligibility for membership - Any person, association, corporation, partnership or estate having an interest in the objectives of the Chamber of Commerce shall be eligible for membership.

Section 2: Effective date of membership - Any applicant shall become a member after payment of the fees as provided in Section 3, Article III.

Section 3: Membership fees

a) The annual membership fee for an individual shall be $50.00 per year.
b) The minimum annual membership fee for a business will be as follows:
c) Large business Membership: 11-20 full time employees one payment of $300.00 or 2 payments of $152.00.
d) Medium business membership: 11-20 full time employees-one payment of -$200.00 or 2 payments of 102.50
e) Small business membership: 0-10 full-time employees.-one payment of $100.00 or 2 payments of $52.50
f) Only employees located in Madison County are included in employee total.
g) Membership fees are due by January 1 and considered delinquent February 1.
h) The membership fee for a business to become a member after June 30 will be one-half the annual fee.

Section 4: Termination of membership

a) Any member may resign from the Chamber of Commerce upon written request to the Board of Directors.
b) Any membership shall be terminated for nonpayment of dues not paid before April 1, unless otherwise extended for good cause.
c) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber of Commerce, after notice and opportunity for a hearing are afforded the member complained against.

Section 5: Voting - Each membership shall be entitled to cast one vote.

Section 6: Exercise of Privileges - Any firm, association, corporation, partnership or individual holding membership may nominate an individual whom the holder desires to exercise the voting privilege covered by its subscription and shall have the right to change its membership nomination upon written notice.

Section 7: Notifications - Notification of the membership may be by U.S. mail, in person, or by other electronic means.

ARTICLE IV-MEETINGS

Section 1: Annual Meeting The annual meeting of the Corporation shall be held during November of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

Section 2: General Meetings

a) General meetings of the Chamber of Commerce may be called at any time with a two-thirds (2/3) vote of the Board of Directors in writing or upon petition in writing of a majority of members in good standing.
b) Notice of these meetings shall be mailed to each member at least five (5) days prior to such meetings.

Section 3: Board Meetings

a) The Board of Directors shall meet monthly with the location and time established by a majority of the Board.
b) Board meetings may be called by the President or by him upon written application of three (3) members of the Board. Notice, including the purpose of said meeting shall be given to each Director at least one (1) day prior to said meeting.

Section 4: Quorums

a) At any duly called general meeting of the Chamber of Commerce, twenty (20) percent of the membership shall constitute a quorum.
b) Six (6) members of the board of directors shall constitute a quorum of the Board of Directors.

ARTICLE V--BOARD OF DIRECTORS AND OFFICERS

Section 1:

The Government of the Chamber of Commerce, the direction of its work and the control of its property shall be vested in a Board of Directors consisting of eight (8) Directors plus the President, the President-Elect, and the Immediate Past President.

Section 2: Eligibility for office

Directors and officers shall be a member of or employed by a member of the Chamber of Commerce.

Section 3: President

The President of the Chamber of Commerce shall be the President-Elect of the previous year. The President shall be the chief officer of the Chamber of Commerce and shall preside at all meetings of the Board of Directors and all membership meetings.

Section 4: President-Elect

The President-Elect of the Chamber of Commerce shall be elected from the current membership. The President-Elect shall perform the duties of the President in the absence of the President.

Section 5: Immediate Past President

The Immediate Past President shall be the President whose term expired on the last day of December of the preceding year. The Immediate Past President shall perform the duties of the President in the absence of both the President and the President-Elect.

Section 6: Election of Directors and President-Elect to office

a) Directors and a President-Elect shall be elected by the membership each year at the annual meeting to fulfill expiring terms.
b) At least four weeks prior to the annual meeting, the Election Committee will mail to all Chamber of Commerce members of record notice of positions to be filled by election at the annual meeting. A candidate for office shall file with the Chamber in writing notice of his/her candidacy by three weeks before the annual meeting. If by two (2) weeks before the annual meeting an insufficient number of candidates have filed for offices to be filled, the Election Committee will interview and select at least one (1) candidate for each position not filed for. At least ten (10) days before the annual meeting, the current membership shall receive notice of all candidates for office to be voted on at the annual meeting.
c) The vote will be conducted by written ballot under the direction of the Election Committee. If all positions are uncontested, a written ballot will not be required. The Director candidates receiving the highest number of votes will be declared the new board members. The President-Elect candidate receiving the highest number of votes will be declared the President-Elect. In the case of a tie vote, the present board members shall select a new board member or a President-Elect, from those candidates in said tie.
d) The Election Committee shall have a certificate signed and sent to each new director and officer stating that he/she has been elected to serve on the Board or as an officer.

Section 7: Secretary and/or Treasurer

The Board of Directors shall elect annually a Treasurer and/or Secretary at the first monthly board meeting after taking office.

Section 8: Term of office

a) Directors' terms shall be for three years and shall begin on January 1 and end on the last day of December, except a director filling a vacancy on the board shall serve the remainder of the term of the vacated position.
b) The office of Immediate Past President, President, President-Elect and Secretary and/or Treasurer shall be for one year and shall begin on January 1 and end on the last day of December.

Section 9: Vacancies in office

a) In the event of a vacancy in the office of President, President-Elect, or Immediate Past President, the Board of Directors shall select a President, President-Elect, or Immediate Past President who meets the eligibility requirements in Article V, Sections 2 and 4.
b) In the event the President-Elect position is vacant at the time of the annual meeting, the general membership shall elect a president for the next year at the annual meeting.
c) The Directors shall fill all vacancies on the Board for the remainder of the vacated term.
d) The position of any Board Member or officer shall be considered vacant if he/she misses three consecutive monthly Board meetings without establishing good cause. The minutes of the Board of Directors meeting shall serve as the record of attendance. It shall be the responsibility of the Director missing meetings to file a statement of good cause with the Secretary of the Board. It shall be the duty of the Secretary to notify the Board of Directors of any member who has missed three consecutive monthly meetings without establishing good cause.

Section 10: Removal from office

The membership shall have the power to recall any director or the President by a 2/3 vote of the general membership.

ARTICLE VI - COMMITTEES

SECTION 1: Committees shall include

a) Executive Committee: The Executive Committee shall consist of the President, President-Elect, and the Treasurer. The Committee shall be responsible for day-to-day management of the Chamber of Commerce, subject to review and approval by the Board at their discretion.

b) Finance Committee: The Finance Committee shall be appointed by the President. The committee shall be responsible for

preparation of a budget as required in Article IX and for monitoring expenditures to insure compliance with the budget and the maintenance of a satisfactory cash balance; and
planning and coordinating fundraising functions deemed necessary by the Board to meet the objectives of the Chamber of Commerce.

c) Elections Committee: The Elections Committee shall be appointed by the President. The committee shall be responsible for managing elections as required in Article V, Sections 6-b and 6-c.

d) Other committees: The Board may establish other committees deemed necessary by the Board, who shall authorize and define the powers and duties of said committees.

SECTION 2:

a) The President shall appoint all standing committees at or before the first Board meeting of the year.

b) The President shall appoint a chairperson of each committee at or before the first Board meeting of the year. The chairperson shall be responsible for insuring the committee fulfills its responsibilities according to the bylaws and the directions of the Board.

c) The President or three (3) Board members may call committee meetings at any time, but no legal action shall occur at said meetings without a quorum of the board in attendance.

ARTICLE VII-DISBURSEMENTS

SECTION 1:

No disbursements of the funds of the Chamber of Commerce shall be made unless the same have been approved, authorized and ordered by the Board of Directors. All disbursements shall be made by check. Checks are to be signed by the Treasurer or in the absence of the treasurer, a member of the Executive Committee.

SECTION 2:

A complete financial report in writing shall be presented to the membership at the annual meeting by the Treasurer and this report shall be co-signed by the President and another member of the Executive Committee.

ARTICLE VIII-EMPLOYEES

The hiring of administrative employees shall be at the discretion of the Board of Directors. The duties and or salary shall also be established by the Board.

ARTICLE IX - BUDGET

The Finance Committee shall compile a budget of estimated expenses and submit same to the Board of Directors by the second monthly Board meeting after the Annual Meeting of each year. As passed by the Board, with or without modification, this budget shall be the appropriation measure of the Chamber of Commerce.

ARTICLE X - PARLIAMENTARY PROCEDURE:

The proceedings of the Chamber of Commerce meetings shall be governed by and conducted according to the latest edition of the Roberts Rules of Order Newly Revised.

ARTICLE XI - AMENDMENTS

These by-laws may be amended or altered at a membership meeting by a two-thirds (2/3) vote of the members present, provided prior notice and purpose of the meeting has been given and a quorum is present, or at the discretion of the Board of Directors, balloting by mail with every member being mailed a ballot with a return envelope designated "ELECTION BALLOT". A two-thirds (2/3) vote of those ballots returned shall decide the issue. Members will be informed of the time and place of vote tally and may be present if they so desire.