Bloomfield Chamber of Commerce
| bylaws.doc |
BYLAWS
of the
CHAMBER OF COMMERCE
of
BLOOMFIED, MISSOURI
ARTICLE I – NAME
The name of this corporation shall be the Bloomfield Chamber of Commerce, Inc.
ARTICLE II – OBJECT
The Bloomfield chamber of commerce is organized to advance the general welfare and prosperity of Bloomfield and the immediate surrounding area so that its members, citizens, and all areas of its business community shall prosper, Particular attention and emphasis shall be given to the economic, civic, commercial, industrial, agricultural, cultural, and education interest of the area.
ARTICLE III – LIMITATION OF METHODS
The Chamber in its activities shall be nonpartisan, nonsectional and nonsectarian.
ARTICLE IV – MEMBERSHIP
Section 1. Any reputable person, association, corporation, partnership may subscribe to membership in the Bloomfield Chamber of Commerce
Section 2. the membership shall be divided into three (3) general classes:
Class 1, known as commercial, shall consist of industries, utilities, banks. Businesses of all kinds, institutions, organizations and professional persons.
The board of directors and the finance committee shall determine the annual membership investment for commercial members
In determining the investment for commercial membership, the size of the business and stake it has in the over – all economy of the area shall be taken in consideration, but no annual membership investment shall be less than the amount specifies pursuant section 5 herein.
Any person, association, corporation, partnership or estate investing the sum as determined in Section 5 herein shall be entitled to cast one vote.
Class 2, known as civic, shall consist of ministers, educators, government employees, and all other persons imbued with the community spirit.
Civic members shall pay as minimum annual dues that amount specified pursuant to Section 5 herein and be entitled to one (1) vote.
Class 3, known as honorary, shall consist of any other person not classified as Class 1 or Class 2. Any person upon a ¾ note of the members of the Board of Directors voting may be admitted to honorary membership. Such honorary member shall have all of the firths and privileges of active members except the right to vote, and shall be exempt from all fees and dues.
Section 3. Application for membership shall be regarded as a guarantee on the part of the applicant of his interest in the sympathy with the object of the Chamber, and of his adherence, of accepted, to its bylaws.
Section 4. an applicant shall become a member upon acceptance of their payment of the regularly scheduled dues.
Section 5. Upon the advice and recommendation of the executive committee, membership dues shall be as such rate or rates, schedule, or formula s may be from time to time prescribed by the Board of Directors, payable annually, on January 1 or if a new member, prorated based on the number of remaining months left in the calendar year as computed to the nearest month.
Section 6.
a. Any member may resign from the Chamber upon written request to the Board of Directors.
b. Any member, whose annual dues are not remitted within 90 days of the annual date due, will be considered a non-member by the Board of Directors, unless otherwise, extended for good cause.
c. A new member is one who was not a member in the previous calendar year. Any member who lets their membership lapse will be required to pay the full membership dues for the current year.
d. Any member may be expelled by a 2/3 vote of the Board of Directors at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial of the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member complained against.
ARTICLE V – MEETING
Section 1. The Board of Directors may provide for the regular meetings of the Chamber, weekly, semi-monthly, and special meetings may be ordered by the Board, by the President, or by a written request signed by ten (10) members in good standing.
Section 2. Each member of the Chamber shall be given notice of every regular or special meeting, which notice of special meetings shall be in writing. The notice of a special meeting shall state its purpose.
Section 3. There will be two annual full – membership meetings of the Chamber. The first meeting will occur on the third Wednesday in May unless the membership is notified at least two weeks prior. The second meeting shall occur on the first Wednesday in December unless the membership is notified at least two weeks prior.
Section 4. five percent of the members in good standing shall constitute a quorum for the transaction of business at any regular of special meeting of the chamber.
Section 5. Every eligible member shall be entitled to speak and vote on any subject brought before the Chamber for consideration. At the discretion of the Chairman, debates may be limited.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. the management of the Chamber, the direction of its work, and the control of its property shall be vested in the board of Directors, consisting of twelve (12) members. The twelve members of the Board first elected shall consist of there (3) classes of four (4) members each. The first class shall serve for three (3) years. The second class shall serve for two (2) years, and the third class for one (1) year, until the next annual election of officers; and thereafter, four members shall be elected to the Board of Directors by the Chamber each year to serve three (3) years and to supply the places of the class retiring. No member of the Board of Directors shall be eligible for re-election as a regular member of the Board until at least one (1) year shall have expired since his last term of office.
Section 2. Those authorized to attend the regular meetings of the Board of Directors and take part in all discussions, but not vote, are as follows:
a. The Executive Director
b. The immediate past-president of the Chamber provided that this normal term as a director is expired.
Section 3. Absence from three (3) consecutive regular meeting shall give the Board of Directors the right, upon motion and a majority vote, to declare a vacancy.
Section 4. A majority of the board of Directors shall constitute a quorum at any meeting.
Section 5. The board of directors shall meet not less frequently than once a month, at such regular time and place will be determined by them.
Section 6. the board of Directors shall have the power to fill all vacancies in the Board for a period up to the end of the current calendar year.
Section 7. The annual election of incoming directors shall be held at the regular December meeting unless otherwise provided for in the bylaws.
Section 8. the retiring Board members who are not eligible for re-election plus the first and second vice – presidents shall constitute a nominating committee for the selection of three incoming directors.
Section 9. Only persons who are members of the Bloomfield chamber of Commerce in goo standing are eligible for nomination to the Board of Directors.
Section 10. the nominating committee shall present a slate of nominees equal to the number to be elected to replace the directors whose regular terms are expiring.
Section 11. An announcement of the bylaws relative to the selection of the new directors for the coming year shall appear in the September newsletter. In the October newsletter the three new director nominees will be announce along with a bio of each one.
Section 12. the membership shall have until the regular November board meeting to submit any additional nominees for the consideration of the board. A nominee may be submitted by the membership at large through a petition of at least twenty-five (25) members in good standing. Each nominee must be an active member in good standing and must have agreed to accept the responsibilities of a directorship.
Section 13. If no additional nominees are submitted by the November board meeting, the Board of Directors shall accept the slate presented by the nominating committee. The formal announcement of the new board members will be made at the December full membership meeting.
Section 14. If any additional nominees are submitted to the board at the November board meeting, then the slate of the nominating committee and the/those nominee/s shall be presented to the membership via a ballot no later than five (5) days prior to the annual December meeting.
Section 15. If a vacancy shall have occurred on the board of directors, which the board shall have filled until the next regular election, the nominating committee shall nominate a candidate for each vacancy, which shall be carried on the ballot with the roper explanation.
Section 16. If there exist a slate of nominees to be voted on at the annual December meeting, the president shall appoint a committee of judges, who are not member so the Board of Directors or candidates for election as such, to have supervision of the election and determine the person elected. Any member in good standing shall have the right to witness the counting of the ballots.
Section 17. The polls shall be a place designated by the board of Directors. They shall be open from time the ballots are mailed until the annual December meeting. Ballots may be cast at the annual December meeting.
Section 18. all voting shall be by ballot. Any noting member shall be allowed to vote by proxy, evidenced in writing, authorizing any other voting member to vote in his stead.
Section 19. Members shall be limited to one (1) vote for each director to be elected.
Section 20. The four (4) regular term candidates receiving the highest number of notes cast at the annual election shall be constituted and declared members of the Board of Directors for the ensuing three (3) years. The candidate for an un-expired term receiving the highest number of votes at the annual election shall be constituted and declared a member of the Board of Directors for the ensuing un-expired term.
Section 21. In the election of the Directors, should a tie vote occur the committee of judges shall cast lots and certify as elected the person or persons on whom the section falls.
ARTICLE VII – OFFICERS
Section 1. Immediately following the annual election and at least ten days prior to the end of the calendar year, the Directors shall meet, qualify and elect officers for the ensuing year. All of the said officers must be members of the Board of directors. At the same meeting, a natural progression shall take place of the current 2nd Vice President to 1st Vice President and 1st vice President to President. A new 2nd Vice President will be elected out of the ne Board members each year to begin the progression of Presidency. Anew secretary and treasurer will be elected out of the total board members.
Section 2. The president shall preside at all meetings of the Chamber and the Board of directors and perform all duties incident to this office. He shall. Subject to the approval of the Board of Directors, appoint all committees and he shall be an ex officio member of all committees. He shall, at the annual meeting of the Comber and all such other times as he may deem proper, commend to the membership of the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.
Section 3. The first or second vice president shall act in the absence of the president; and in the absence or disability of the four (4) officers named; a member of the Board of Directors shall be chosen to act temporarily.
Section 4. The executive director shall be responsible for the official correspondence, preserving all books, documents, and communications, keeping books of account and maintaining an accurate record of the proceedings of the Chamber; shall receive and disburse the funds of the Chamber and shall deposit all monies in the account of the Chamber and shall make financial reports to the Chamber.
ARTICL VIII – COMMITTEES
Section 1. The Board of Directors shall authorize and define the powers and duties of all committees.
Section 2. the president shall appoint all committees.
Section 3. The executive committee shall be composed of the president, two (2) vice presidents, secretary, and treasurer.
Section 4. In the interim between meetings of the Board, the executive committee shall have charge of the routine business of the Chamber.
Section 5. the executive committee may refer matters before it to a standing committee, or to the Board.
Section 6. The president may appoint a committee, or recommend to the Board the employment of an auditing firm, to audit the books and accounts of the Chamber at the close of business for the fiscal year, and report its findings to the Board of Directors.
Section 7. It shall be the function of committees to investigate and make recommendations. They shall report in writing to the Board of Directors. 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 general powers delegated by the Board of Directors to that committee.
Section 8. Meetings of the committees may be called at any time by the president or by the chairman of each committee.
ARTICLE IX – FINANCES
Section 1. All money paid to the Chamber shall be placed in a general operating fund, except that money subscribed or contributed for a specific purpose, shall be placed in a separate fund for such purpose.
Section 2. No disbursement of the funds of the Chamber shall be made unless the same shall comply with the guidelines established by the Board of Directors via the annual chamber budget. All disbursements shall be made by check. Checks shall be signed by the treasurer or one of the officers and countersigned by the executive director.
Section 3. The Chamber shall not contribute to any person, organization, group, association, partnership, or corporation, public or private, unless upon majority approval of the Board of Directors.
Section 4. Upon the approval of the budget, a member of the executive board and the executive director shall be authorized to make disbursements on account of expenses provided for in the budget, without an additional approval by the Board of Directors. The executive committee may specifically stop the disbursement of any account contained in the budget until the next meeting of the Board of Directors, at which time the budget may be reconsidered.
Section 5. As soon as possible after the annual meeting each year and before the regular April board meeting, the Budget committee, which shall be comprised of the executive board and the executive director, shall compile a budget of estimated expenses, including a stated amount for each committee and submit it to the Board of Directors. As passed by the Board, without or with modification, this budget shall be the appropriation measure of the Chamber. No committee may exceed its appropriation without the consent of the Board of Directors.
Section 6. The Board of Directors may reconsider the budget at any time after its adoption.
Section 7. The operations of the Bloomfield Chamber of Commerce for budgetary purposes shall be on a fiscal year basis form July 1 through June 30.
ARTICLE X – PARLIAMENTARY PROCEDURE
Section 1. These bylaws my be amended or altered by a two – thirds (2/3) vote of those present at any regular or special meeting of the Bloomfield Chamber of Commerce provided those present constitute a quorum as outlined in Article V, Section 4 and provided notice of the proposed shall have been mailed to each member not less than (5) days prior to such meeting period.
Section 2. All proposed amendments shall first be referred to the Board of Directors for their approval, before being presented to the membership.
(8/04)
of the
CHAMBER OF COMMERCE
of
BLOOMFIED, MISSOURI
ARTICLE I – NAME
The name of this corporation shall be the Bloomfield Chamber of Commerce, Inc.
ARTICLE II – OBJECT
The Bloomfield chamber of commerce is organized to advance the general welfare and prosperity of Bloomfield and the immediate surrounding area so that its members, citizens, and all areas of its business community shall prosper, Particular attention and emphasis shall be given to the economic, civic, commercial, industrial, agricultural, cultural, and education interest of the area.
ARTICLE III – LIMITATION OF METHODS
The Chamber in its activities shall be nonpartisan, nonsectional and nonsectarian.
ARTICLE IV – MEMBERSHIP
Section 1. Any reputable person, association, corporation, partnership may subscribe to membership in the Bloomfield Chamber of Commerce
Section 2. the membership shall be divided into three (3) general classes:
Class 1, known as commercial, shall consist of industries, utilities, banks. Businesses of all kinds, institutions, organizations and professional persons.
The board of directors and the finance committee shall determine the annual membership investment for commercial members
In determining the investment for commercial membership, the size of the business and stake it has in the over – all economy of the area shall be taken in consideration, but no annual membership investment shall be less than the amount specifies pursuant section 5 herein.
Any person, association, corporation, partnership or estate investing the sum as determined in Section 5 herein shall be entitled to cast one vote.
Class 2, known as civic, shall consist of ministers, educators, government employees, and all other persons imbued with the community spirit.
Civic members shall pay as minimum annual dues that amount specified pursuant to Section 5 herein and be entitled to one (1) vote.
Class 3, known as honorary, shall consist of any other person not classified as Class 1 or Class 2. Any person upon a ¾ note of the members of the Board of Directors voting may be admitted to honorary membership. Such honorary member shall have all of the firths and privileges of active members except the right to vote, and shall be exempt from all fees and dues.
Section 3. Application for membership shall be regarded as a guarantee on the part of the applicant of his interest in the sympathy with the object of the Chamber, and of his adherence, of accepted, to its bylaws.
Section 4. an applicant shall become a member upon acceptance of their payment of the regularly scheduled dues.
Section 5. Upon the advice and recommendation of the executive committee, membership dues shall be as such rate or rates, schedule, or formula s may be from time to time prescribed by the Board of Directors, payable annually, on January 1 or if a new member, prorated based on the number of remaining months left in the calendar year as computed to the nearest month.
Section 6.
a. Any member may resign from the Chamber upon written request to the Board of Directors.
b. Any member, whose annual dues are not remitted within 90 days of the annual date due, will be considered a non-member by the Board of Directors, unless otherwise, extended for good cause.
c. A new member is one who was not a member in the previous calendar year. Any member who lets their membership lapse will be required to pay the full membership dues for the current year.
d. Any member may be expelled by a 2/3 vote of the Board of Directors at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial of the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member complained against.
ARTICLE V – MEETING
Section 1. The Board of Directors may provide for the regular meetings of the Chamber, weekly, semi-monthly, and special meetings may be ordered by the Board, by the President, or by a written request signed by ten (10) members in good standing.
Section 2. Each member of the Chamber shall be given notice of every regular or special meeting, which notice of special meetings shall be in writing. The notice of a special meeting shall state its purpose.
Section 3. There will be two annual full – membership meetings of the Chamber. The first meeting will occur on the third Wednesday in May unless the membership is notified at least two weeks prior. The second meeting shall occur on the first Wednesday in December unless the membership is notified at least two weeks prior.
Section 4. five percent of the members in good standing shall constitute a quorum for the transaction of business at any regular of special meeting of the chamber.
Section 5. Every eligible member shall be entitled to speak and vote on any subject brought before the Chamber for consideration. At the discretion of the Chairman, debates may be limited.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. the management of the Chamber, the direction of its work, and the control of its property shall be vested in the board of Directors, consisting of twelve (12) members. The twelve members of the Board first elected shall consist of there (3) classes of four (4) members each. The first class shall serve for three (3) years. The second class shall serve for two (2) years, and the third class for one (1) year, until the next annual election of officers; and thereafter, four members shall be elected to the Board of Directors by the Chamber each year to serve three (3) years and to supply the places of the class retiring. No member of the Board of Directors shall be eligible for re-election as a regular member of the Board until at least one (1) year shall have expired since his last term of office.
Section 2. Those authorized to attend the regular meetings of the Board of Directors and take part in all discussions, but not vote, are as follows:
a. The Executive Director
b. The immediate past-president of the Chamber provided that this normal term as a director is expired.
Section 3. Absence from three (3) consecutive regular meeting shall give the Board of Directors the right, upon motion and a majority vote, to declare a vacancy.
Section 4. A majority of the board of Directors shall constitute a quorum at any meeting.
Section 5. The board of directors shall meet not less frequently than once a month, at such regular time and place will be determined by them.
Section 6. the board of Directors shall have the power to fill all vacancies in the Board for a period up to the end of the current calendar year.
Section 7. The annual election of incoming directors shall be held at the regular December meeting unless otherwise provided for in the bylaws.
Section 8. the retiring Board members who are not eligible for re-election plus the first and second vice – presidents shall constitute a nominating committee for the selection of three incoming directors.
Section 9. Only persons who are members of the Bloomfield chamber of Commerce in goo standing are eligible for nomination to the Board of Directors.
Section 10. the nominating committee shall present a slate of nominees equal to the number to be elected to replace the directors whose regular terms are expiring.
Section 11. An announcement of the bylaws relative to the selection of the new directors for the coming year shall appear in the September newsletter. In the October newsletter the three new director nominees will be announce along with a bio of each one.
Section 12. the membership shall have until the regular November board meeting to submit any additional nominees for the consideration of the board. A nominee may be submitted by the membership at large through a petition of at least twenty-five (25) members in good standing. Each nominee must be an active member in good standing and must have agreed to accept the responsibilities of a directorship.
Section 13. If no additional nominees are submitted by the November board meeting, the Board of Directors shall accept the slate presented by the nominating committee. The formal announcement of the new board members will be made at the December full membership meeting.
Section 14. If any additional nominees are submitted to the board at the November board meeting, then the slate of the nominating committee and the/those nominee/s shall be presented to the membership via a ballot no later than five (5) days prior to the annual December meeting.
Section 15. If a vacancy shall have occurred on the board of directors, which the board shall have filled until the next regular election, the nominating committee shall nominate a candidate for each vacancy, which shall be carried on the ballot with the roper explanation.
Section 16. If there exist a slate of nominees to be voted on at the annual December meeting, the president shall appoint a committee of judges, who are not member so the Board of Directors or candidates for election as such, to have supervision of the election and determine the person elected. Any member in good standing shall have the right to witness the counting of the ballots.
Section 17. The polls shall be a place designated by the board of Directors. They shall be open from time the ballots are mailed until the annual December meeting. Ballots may be cast at the annual December meeting.
Section 18. all voting shall be by ballot. Any noting member shall be allowed to vote by proxy, evidenced in writing, authorizing any other voting member to vote in his stead.
Section 19. Members shall be limited to one (1) vote for each director to be elected.
Section 20. The four (4) regular term candidates receiving the highest number of notes cast at the annual election shall be constituted and declared members of the Board of Directors for the ensuing three (3) years. The candidate for an un-expired term receiving the highest number of votes at the annual election shall be constituted and declared a member of the Board of Directors for the ensuing un-expired term.
Section 21. In the election of the Directors, should a tie vote occur the committee of judges shall cast lots and certify as elected the person or persons on whom the section falls.
ARTICLE VII – OFFICERS
Section 1. Immediately following the annual election and at least ten days prior to the end of the calendar year, the Directors shall meet, qualify and elect officers for the ensuing year. All of the said officers must be members of the Board of directors. At the same meeting, a natural progression shall take place of the current 2nd Vice President to 1st Vice President and 1st vice President to President. A new 2nd Vice President will be elected out of the ne Board members each year to begin the progression of Presidency. Anew secretary and treasurer will be elected out of the total board members.
Section 2. The president shall preside at all meetings of the Chamber and the Board of directors and perform all duties incident to this office. He shall. Subject to the approval of the Board of Directors, appoint all committees and he shall be an ex officio member of all committees. He shall, at the annual meeting of the Comber and all such other times as he may deem proper, commend to the membership of the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.
Section 3. The first or second vice president shall act in the absence of the president; and in the absence or disability of the four (4) officers named; a member of the Board of Directors shall be chosen to act temporarily.
Section 4. The executive director shall be responsible for the official correspondence, preserving all books, documents, and communications, keeping books of account and maintaining an accurate record of the proceedings of the Chamber; shall receive and disburse the funds of the Chamber and shall deposit all monies in the account of the Chamber and shall make financial reports to the Chamber.
ARTICL VIII – COMMITTEES
Section 1. The Board of Directors shall authorize and define the powers and duties of all committees.
Section 2. the president shall appoint all committees.
Section 3. The executive committee shall be composed of the president, two (2) vice presidents, secretary, and treasurer.
Section 4. In the interim between meetings of the Board, the executive committee shall have charge of the routine business of the Chamber.
Section 5. the executive committee may refer matters before it to a standing committee, or to the Board.
Section 6. The president may appoint a committee, or recommend to the Board the employment of an auditing firm, to audit the books and accounts of the Chamber at the close of business for the fiscal year, and report its findings to the Board of Directors.
Section 7. It shall be the function of committees to investigate and make recommendations. They shall report in writing to the Board of Directors. 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 general powers delegated by the Board of Directors to that committee.
Section 8. Meetings of the committees may be called at any time by the president or by the chairman of each committee.
ARTICLE IX – FINANCES
Section 1. All money paid to the Chamber shall be placed in a general operating fund, except that money subscribed or contributed for a specific purpose, shall be placed in a separate fund for such purpose.
Section 2. No disbursement of the funds of the Chamber shall be made unless the same shall comply with the guidelines established by the Board of Directors via the annual chamber budget. All disbursements shall be made by check. Checks shall be signed by the treasurer or one of the officers and countersigned by the executive director.
Section 3. The Chamber shall not contribute to any person, organization, group, association, partnership, or corporation, public or private, unless upon majority approval of the Board of Directors.
Section 4. Upon the approval of the budget, a member of the executive board and the executive director shall be authorized to make disbursements on account of expenses provided for in the budget, without an additional approval by the Board of Directors. The executive committee may specifically stop the disbursement of any account contained in the budget until the next meeting of the Board of Directors, at which time the budget may be reconsidered.
Section 5. As soon as possible after the annual meeting each year and before the regular April board meeting, the Budget committee, which shall be comprised of the executive board and the executive director, shall compile a budget of estimated expenses, including a stated amount for each committee and submit it to the Board of Directors. As passed by the Board, without or with modification, this budget shall be the appropriation measure of the Chamber. No committee may exceed its appropriation without the consent of the Board of Directors.
Section 6. The Board of Directors may reconsider the budget at any time after its adoption.
Section 7. The operations of the Bloomfield Chamber of Commerce for budgetary purposes shall be on a fiscal year basis form July 1 through June 30.
ARTICLE X – PARLIAMENTARY PROCEDURE
Section 1. These bylaws my be amended or altered by a two – thirds (2/3) vote of those present at any regular or special meeting of the Bloomfield Chamber of Commerce provided those present constitute a quorum as outlined in Article V, Section 4 and provided notice of the proposed shall have been mailed to each member not less than (5) days prior to such meeting period.
Section 2. All proposed amendments shall first be referred to the Board of Directors for their approval, before being presented to the membership.
(8/04)