ARTICLE I – NAME
The name of this organization shall be the Crawford County Chamber of Commerce.
ARTICLE II – PURPOSE
The Crawford County Chamber of Commerce provides professional and technical support and networking opportunities for the businesses located in or connected to Crawford County
ARTICLE III – LIMITATIONS OF METHODS
The Chamber shall be nonpartisan and nonsectarian, and shall take no part in or lend its influence or facilities, either directly, to the nomination, election or appointment of any candidate for office in city, county, state or nation, nor shall any meetings of a political nature whatsoever be held within the premises occupied by or under the control of the Chamber.
ARTICLE IV – MEMBERSHIP
SECTION 1 Any reputable person, association, corporation, or estate having a business interest in Crawford County, may subscribe to one membership in the Crawford County Chamber of Commerce. Each membership is entitled to one vote.
SECTION 2 Members may be elected at any meeting of the board of directors and shall pay a membership fee as determined by the board of directors.
SECTION 3 All dues shall be due and payable by January 1 of each year. If dues are not paid by February 1, the individual or business representative will not be considered a member.
SECTION 4 Any firm, association or corporation shall have the right at any time to change its representatives upon written notice to the Chamber of Commerce.
SECTION 5 Election to honorary membership shall require the affirmative vote of the board of directors. Honorary membership shall include all the privileges of active membership. The board of directors may revoke an honorary membership at any time.
SECTION 6 A new membership application will be presented at the earliest meeting for approval. The new member will be eligible for full membership rights at the next regular or called meeting.
SECTION 7 The board of directors for cause may expel members. No member may be expelled without the opportunity of a hearing before the board of directors at a proposed time and place and after a reasonable notice. A three-fourths vote of all directors present shall be necessary to expel a member. An expelled member shall have the right to appeal to the entire Chamber and upon his written request; he must be allowed to make such an appeal at the next full membership meeting or special meeting within thirty days of such a request.
ARTICLE V – MEETINGS
SECTION 1 The board of directors may provide for holding membership meetings whenever it may be considered necessary or desirable.
SECTION 2 The board of directors shall call a membership meeting upon petition signed by not less than ten per cent of the members.
SECTION 3 The annual meeting of the Chamber shall be held during the month of December each year.
SECTION 4 At all membership meetings, five per cent of the members shall constitute a quorum.
SECTION 5 Notice of special meetings shall be given to each member five (5) days in advance of the day of meeting.
ARTICLE VI – BOARD OF DIRECTORS
SECTION 1 The government of the Chamber, the direction of its work, and the control of its property shall be vested in a board of directors consisting of eleven (11) members. Four (4) of these members shall be elected from the school districts. Seven (7) of the members, one (1) each, shall be elected from the area of Alton, Carefree, English, Leavenworth, Marengo, Milltown, and Taswell/Eckerty. Board members shall be elected to serve three (3) full calendar year terms, beginning with January 1 of the ensuing year. The directors shall have the power to fill all vacancies on the board. They may adopt rules for conducting the business of the Chamber. They shall meet not less frequently than once a month, at such regular time and place as will be determined by them. They shall submit in writing at the annual meeting, a full report of the work and finances of the organization.
SECTION 2 The board of directors shall be elected at the annual meeting or at a special meeting of the members called for that purpose.
SECTION 3 The president shall appoint any new member to any vacancies upon which there is more than one (1) request to fill a vacancy the President shall call for a vote of the general membership. In the event that there is no voting member in a district or area, or no memer in such district or area is willing to serve on the board, the President shall have the right to choose a nominee from that town's school district. Said President shall file a list of the recommended nominees with the secretary not later than fifteen (15) days before the annual meeting, or other day chosen for election. Any member may make nominations from the floor other than those recommended by the President by filing the name with the secretary prior to the meeting providing the proposed candidate has agreed to serve if elected.
SECTION 4 The secretary shall mail to all members of the Chamber, ten days prior to the election, a list of the nominees recommended by the President and any other nominees filed with him or her.
SECTION 5 All voting shall be by secret ballot if more than one nominee from any region of district. The nominees from each district receiving the highest number of votes shall be declared elected. In the event of a tie, there will be a run-off vote for the nominees tied.
SECTION 6 The president shall appoint a committee of three (3) judges who are not members of the board of directors or candidates for election as such, to have supervision of the election, and such committee shall serve from the opening of the polls until the result has been ascertained.
SECTION 7 The board of directors shall meet quarterly, the time to be fixed by the board. Absence from three consecutive regular meetings, without an excuse deemed valid and so recorded by the board of directors, shall be construed as a resignation.
SECTION 8 Five members of the board of directors shall be considered a quorum at any meeting. Should there be no quorum at a meeting, the president and two (2) other members of the executive committee may act for the board on matters determined to have time urgency.
ARTICLE VII – OFFICERS
SECTION 1 Within ten days after January 1, the annual election of the new board shall convene and shall qualify and elect from their own number in the following order: a president, a vice-president, a secretary, and a treasurer. All said officers must be members of the board of directors. For the ensuing term, the board of directors may employ a secretary, or a person designated by another title, whose compensation shall be determined by the board of directors. The secretary shall serve as secretary to the board. Present officers shall remain in office until new officers are elected in January.
SECTION 2 The treasurer and the secretary shall each furnish surety bonds in such amounts as the board of directors shall deem necessary, the cost to be paid by the Crawford County Chamber of Commerce.
SECTION 3 The president shall preside at all meetings of the chamber and board of directors, and perform all duties incident to this office. The President shall, subject to the approval of the board of directors, appoint all committees and shall be ex-officio member of all committees. The President shall, at the annual meeting of the Chamber, and at 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 4 The vice-president shall act in the absence of the president; and in the absence of the two officers named (president and vice-president) a member of the board of directors shall be chosen to act temporarily.
SECTION 5 The treasurer shall receive and disburse the funds of the Chamber. The Treasurer shall keep all moneys of the Chamber deposited in its name. At monthly meetings the treasurer shall make reports to the board of directors.
SECTION 6 The secretary shall be the chief administrative officer of the Chamber. It shall be the duty of the secretary to conduct the official correspondence, preserve all books, documents and communications, and maintain an accurate record of the proceedings of the Chamber, the board of directors and all committees. The secretary shall have general supervision over all employees of the Chamber. The secretary shall perform such duties as may be incident to his/her office, subject to the direction of the board of directors. He/she shall have the custody of the treasurer’s bond. At the expiration of his/her term of office, he/she shall deliver to the board of directors all books, papers and property of the Chamber.
SECTION 7 The treasurer shall submit a financial report at the January meeting, and the audit committee shall submit their report at the next board meeting of the calendar year.
SECTION 8 All letters of support, endorsement or stands on issues must have prior approval of the executive committee, then be presented and reviewed at the next board of directors meeting and a copy of the letter placed in file.
ARTICLE VII – COMMITTEES
SECTION 1 The board of directors shall authorize and define the powers and duties of all committees.
SECTION 2 By the second meeting of the calendar year the president shall submit, for the approval of the directors, a program for the ensuing year and a panel of committees.
SECTION 3 The executive committee shall be composed of the president, vice-president, treasurer and secretary. A quorum for the conducting of business shall consist of the president or vice-president and two (2) others, i.e. not less than three (3) officers. The executive committee shall also be the finance committee.
SECTION 4 In the interim between meetings of the board, the executive committee shall have charge of the finances and property of the Chamber and shall have authority to order disbursements for the necessary expenses, and may grant to any committee a reasonable amount of money for special work, provided such amount shall not exceed the budget allowance for such work as previously approved by the board.
SECTION 5 The executive committee may refer to matters brought before it to a proper standing committee, which it may designate, or to the board.
SECTION 6 The audit committee shall audit annually the books and accounts of the Chamber at the close of business for the calendar year and report its findings to the board of directors at the first board meeting of the calendar year.
ARTICLE IX – DISBURSEMENTS AND FINANCES
SECTION 1 The budget that is prepared by the executive committee shall include a stated amount for each program committee, as passed by the board, with or without 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 2 Upon the approval of the budget, the treasurer may be authorized to make disbursements on account of expenses provided for in the budget without an additional approval by the board of directors.
SECTION 3 No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) b a corporation exempt from federal income tax under section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.).
SECTION 4 Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable purposes as shall at the time qualify as an exempt organization or organizations under 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
SECTION 5 The corporation is organized exclusively for charitable and education purposes, including the making of distributions to organizations that qualify as exempt organizations under 501 (C) (3) of the Internal Revenue Code (or provisions corresponding thereto in any future United States Internal Revenue Law).
ARTICLE X – BUDGET
As soon as possible after the annual meeting of each year, the finance committee shall compile a budget of estimated expenses, including a stated amount for each committee, and submits it to the board of directors. As passed by the board, with or without 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.
ARTICLE XI – FISCAL YEAR
The board of directors shall determine the fiscal year.
ARTICLE XII – PARLIAMENTARY PROCEDURES
The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts’ Manual of Parliamentary Rules.
ARTICLE XIII – AMENDMENTS
These by laws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the Chamber of Commerce, provided notice of the proposed change shall have been mailed by the secretary to each member not less than ten days prior to such meetings.