BY-LAWS
OF
SALEM CHAMBER OF COMMERCE
ARTICLE I: GENERAL
Section 1. NAME
This organization is incorporated under the laws of the State of Arkansas and
shall be known as the Salem Chamber of Commerce, Incorporated; hereafter
referred to as the "Corporation".
Section 2. PURPOSE
The Salem Chamber of Commerce is organized to achieve the following objectives:
1) Promote business growth and development for the business merchants in the
Salem community and surrounding area
2) Promote community spirit and development by: promoting programs of a civic,
social and cultural interest which are designed to improve the quality of life
of the community and surrounding area
Section 3. LIMITATION OF METHODS
The Corporation shall be nonprofit, nonpartisan and nonsectarian.
ARTICLE II: MEMBERSHIP
Section 1. ELIGIBILITY
Any person, association, corporation, partnership or estate having an interest
in the objectives of the organization shall be eligible to apply for membership.
Section 2. DUES
The Board of Directors shall set membership dues prior to each new chamber
calendar year. Dues will be payable annually in advance.
Section 3. VOTING
Each member person, firm, association or corporation shall be entitled to cast
one vote.
Section 4. EXERCISE OF PRIVILEGES
Any firm, association, corporation, partnership or estate holding membership may
nominate an individual, whom the holder desires to exercise the privileges of
membership covered by its subscription, and shall have the right to change its
membership nomination upon written notice.
Section 5. TERMINATION OF MEMBERSHIP
a) Any member may resign from the Corporation upon written request to the Board
of Directors;
b) Any member shall be eliminated from the Corporation rooster for nonpayment of
dues after ninety (90) days from the date due, unless otherwise extended for
good cause;
c) Any member may be expelled by a two-thirds vote of the entire membership, at
a regularly scheduled meeting thereof, for conduct unbecoming a member or
prejudicial to the aims or repute of the Corporation, after notice and
opportunity for a hearing are afforded the member complained against.
ARTICLE III: MEETINGS
Section 1. ANNUAL MEETING
The annual meeting of the Corporation shall be held during the two last months
(November or December) of the Corporation's fiscal year. The Board of Directors
shall fix the time and place.
Section 2. GENERAL MEETINGS
A general meeting of the Corporation shall be held the fourth Wednesday of each
month at a time and place designated by the Board of Directors.
Section 3. SPECIAL MEETINGS
The President may call special meetings of the members of the Corporation at any
time, by resolution of the Board of Directors.
Section 4. QUORUMS
At any general meeting of the Corporation, the members shall constitute a
quorum.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. GENERAL POWERS
The business and affairs of the Corporation shall be managed by its Board of
Directors.
Section 2. COMPOSITION OF THE BOARD
The Board of Directors shall be composed of nine (9) members, including the
President, Vice President, Secretary, Treasurer, Past-President and four members
whom shall be elected annually, as their term expires, to serve for three (3)
years, or until their successors are elected and have qualified.
Section 3. SELECTION AND ELECTION OF DIRECTORS
A. Nominating Committee:
At the regular August Board meeting, the President shall appoint a nominating
Committee of three (3) members of the Corporation. The President shall designate
the Chairman.
Prior to the September general meeting the Nominating Committee shall present to
the Vice President up to four (4) candidates to serve three-year terms, to
replace the Directors whose regular terms are expiring. Each candidate must be
an active member in good standing and must have agreed to accept the
responsibilities of a directorship.
B. Publicity of Nominations:
Upon receipt of the report of the nominating Committee, the Vice President shall
immediately notify the membership by mail or at the September general meeting of
the names of persons nominated as candidates for directors, and the right of
petition.
C. Nominations by Petition:
Additional names of candidates for Directors can be nominated by petition
bearing the genuine signatures of at least three (3)-qualified members of the
Corporation. Such petition shall be filed with the Nominating Committee within
ten (10) days after notice has been given of the names of those nominated. The
determination of the nominating Committee as to the legality of the petition(s)
shall be final.
D. Determination:
If no petition is filed within the designated period, the nominations shall be
closed and the nominated slate of candidates shall be declared elected by the
General membership at their regular meeting in October. If a legal petition
shall present additional candidates, the names of all candidates shall be
arranged on a ballot in alphabetical order. Instructions will be to vote for the
number of candidates needed to fulfill the Directors vacancies. Identification
shall be made on the ballot to identify those candidates nominated by the
Nominating Committee. Balloting should take place at the October general
meeting. The General Membership shall then declare the candidates with the
greatest number of votes, elected.
Section 4. SEATING OF NEW DIRECTORS
All newly elected Board members shall be seated in final meeting of the year at
the general chamber meeting and shall be participating members thereafter.
Retiring Directors shall continue to serve until January 1st.
Section 5. VACANCIES
If a vacancy occurs in the Board of Directors by reason of death or resignation,
or if the members fail to fill all the vacancies in the Board of Directors at
the annual meeting or any meeting for the purpose of electing Directors, the
vacancies shall be filled by the affirmative vote of a majority of the remaining
members of the Board of Directors.
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 otherwise
decreed by a majority vote of those voting at any meeting thereof.
Section 6. MEETINGS
Meetings of the Board of Directors shall be held on the second Wednesday of each
month at a place and time designated by the President.
Section 7. RESIGNATION
A Director may resign at any time by filing his written resignation with the
Secretary.
Section 8. QUORUM
A quorum of any meeting of the Board of Directors shall consist of a majority of
the entire membership of the Board. A majority of such quorum shall decide any
question that may come before the meeting.
Section 9. PROXIES
Directors may not vote by proxy.
ARTICLE V: OFFICERS
Section 1. ELECTION OF OFFICERS
The Nominating Committee for directors shall also nominate officers each year,
those officers being President, Vice-President (President-elect), Secretary and
Treasurer.
The officers shall be elected in accordance with the provisions in Article IV,
Section 3 of these Bylaws. All officers shall serve for one (1) year or until
their successor assumes the duties of office, and they shall be voting members
of the Board of Directors.
Section 2. DUTIES OF OFFICERS
A. President: The President shall serve as the executive head of the Corporation
and shall preside at all meetings of the membership, Board of Directors and
Executive Committee.
The President shall, determine all committees; select all chairmen; assist in
the selection of committee personnel with advice and counsel of the Board of
Directors.
B. Vice- President / President-Elect: The Vice-President shall exercise the
powers and authority and perform the duties of the President in the absence or
disability of the President. The Vice-President shall also serve as Chairman of
the Work Committee of the Corporation. As such, the vice-president and his or
her committee will be responsible for determining that the program activities at
all times are directed toward achieving business and community needs in the area
served by the Corporation.
D. Treasurer : The treasurer shall be responsible for the safeguarding of all
funds received by the Corporation and for their proper disbursement. Such funds
shall be kept on deposit in financial institutions approved by the Board of
Directors, subject to checks signed by the Treasurer or, in the absence of the
Treasurer, by any other officers. The Treasurer shall cause a monthly financial
report to be made to the Board of Directors.
E. Secretary : The secretary shall serve as secretary to the Board of Directors,
and cause to be prepared notices and minutes of meetings of the Board of
Directors, the general membership and the Executive Committee.
Section 3. EXECUTIVE COMMITTEE
The Executive Committee shall act for and on behalf of the Board of Directors
when the Board is not in session, but shall be accountable to the Board of
directors for its action. It shall be composed of the President, past-President,
President-elect, Vice Presidents, Treasurer and the Secretary. The President
will serve as chairman.
ARTICLE VI: COMMITTEES AND DIVISIONS
Section 1. APPOINTMENT AND AUTHORITY
The President, and with the approval of the Board of Directors, shall appoint
all committees and committee chairmen. He may appoint such ad hoc committees and
their chairmen as he deems necessary to carry out the programs of the
Corporation. Committee appointments shall be at the will and pleasure of the
President and in no event shall exceed the term of the appointing President.
It shall be the function of the committee to make recommendations to the Board
of Directors and to carry on such activities as may be delegated to them by the
Board.
Section 2. 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
Corporation until it shall have been approved or ratified by the Board of
Directors and the General Membership.
Section 3. DIVISIONS
The Board may create such divisions, bureaus, departments or councils as it
deems advisable to handle the work of the Corporation.
The Board shall authorize and define the powers and; duties of all divisions,
bureaus, departments and councils. The Board shall annually review and approve
all activities and proposed programs of such division, bureaus, departments or
councils.
ARTICLE VII: FINANCES
Section 1. FUNDS
All money paid to the Corporation shall be placed in a general operating fund.
Section 2. DISBURSEMENTS
Upon approval of the budget, the Treasurer is authorized to make disbursements
on accounts and expenses provided for in the budget without additional approval
of the Board of Directors and General Membership. Disbursement shall be by
check.
Section 3. FISCAL YEAR
The fiscal year of the Corporation shall close on December 31st.
Section 4. BUDGET
As soon as possible after election of the new Board of Directors and Officers,
the (Executive Committee) shall compile a budget of estimated expenses for the
coming year and submit it to the Board of Directors for review and the General
Membership for approval.
ARTICLE VIII: DISSOLUTION
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.
ARTICLE IX: AMENDMENTS
These bylaws may be amended or altered 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 before
the meeting at which they are to be acted upon.
ARTICLE X: PARLIAMENTARY AUTHORITY
All questions and matters of procedure not addressed in these bylaws shall be
decided in accordance with the latest edition of Robert's Rules of Order.
CERTIFICATION OF ADOPTION
The foregoing Bylaws of the Corporation have been duly adopted this by action of
the Board of Directors of the Corporation pursuant to the laws of this state.
IN TESTIMONY THEREOF, witness the hand of the undersigned as the Secretary of
the Corporation on such date.
(SEAL)
_________________________________________
Secretary
APPROVED:
_________________________________________
President
Revised 1/23/02
Technical Revisions 8/27/02
Revised 7/27/05