"Dedicated to the Betterment of Our Community and Area"
PROCTOR AREA CHAMBER OF COMMERCE BY-LAWS
ARTICLE I – GENERAL
Section 1 - Name and Location. This organization is incorporated under the Laws of the State of Minnesota, hereafter known as the ‘Proctor Area Chamber of Commerce’ and referred to herein as “the Chamber”.
Section 2 – Purpose. The Chamber is dedicated to the betterment of our community and area.
Section 3 – Limitation of Methods. The Chamber shall be nonprofit, nonpartisan and nonsectarian and shall take no part in, or lend its influence or facilities, either directly or indirectly, to the nomination, election or appointment of any candidate for public office in any township, city, county, state or nation.
ARTICLE II – MEMBERSHIP
Section 1 - Eligibility. Any person, firm, organization, partnership or corporation having an interest in the objectives of the Chamber shall be eligible to apply for membership.
Section 2 - Acceptance for Membership. Application for membership shall be in writing on forms specified and provided for that purpose, signed by the applicant, and accompanied with the appropriate dues payable. Approval shall be by the Board of Directors at any meeting thereof.
Section 3 - Dues. Membership dues shall be at such rate or rates, schedules or formulas as maybe from time to time prescribed by the Board of Directors. Dues shall be payable annually. No refund of dues will be given in the event of a member withdrawing from the Chamber.
Section 4 - Termination.
a. Membership may be canceled by a quorum of the Board of Directors present at a regularly scheduled meeting for conduct unbecoming a member of the Chamber or for conduct deemed prejudicial to the aims or repute of the Chamber, but only after notice and only after the opportunity for a hearing has been afforded to the member.
b. Membership may be canceled by the Board of Directors for non-payment of dues. Memberships are in good standing once annual dues are paid.
Section 5 - Voting Restrictions of Members. Each member, or member account, of the Chamber found to be in good standing is entitled to one (1) vote at the Annual Meeting. When balloting on Directorships, each member, or member account, shall be entitled to one (1) vote. Nominations for the Board of Directors shall be mailed by United States mail or shall be sent via electronic mail to the last known address of each Chamber member. Official ballots will be available at the annual meeting. There will be no proxy voting. Write in votes will not be recognized. Members or member account representative unable to attend the meeting may cast an absentee ballot at City Hall no later than noon on the day of the meeting.
ARTICLE III – MEETINGS
Section 1 - Annual Meeting. The Annual Meeting of the Chamber shall be held in December of each year on a day, date, time and at a location determined by the Board of Directors and notice thereof shall be mailed by United States mail or shall be sent via electronic mail to the last known address of each Chamber member at least ten (10) days prior to said meeting, stating the day, date, time and location.
Section 2 - Additional Meetings. Additional meetings of he Chamber may be called at any time by the Board of Directors, or upon petition, in writing, by any ten (10) members held to be in good standing.
a. Regular Meetings of the Board of Directors shall be held monthly on a day, date, time and at a location designated by the President.
b. Special Meetings of the Board of Directors may be called by the President, at their discretion, or by the President upon receipt of the written request of three (3) members of the Board of Directors. Notice, including the day, date, time, location and the purpose of the meeting, shall be mailed by United States mail or shall be sent via electronic mail to each Director at least five (5) days prior to said meeting.
c. Committee meetings may be called at any time.
Section 3 – Quorums. At any duly called Regular or Special Meeting of the Chamber, a majority of the members present shall constitute a quorum.
ARTICLE IV – BOARD OF DIRECTORS/OFFICERS/COMMITTEES
Section 1 – Composition of the Board. The Board of Directors shall be composed of not less than five (5), but not more than eleven (11) members, including not less than two (2) Officers. The governing and policy making responsibilities of the Chamber shall be vested in the Board of Directors who shall control its property, be responsible for its finances and direct its affairs.
Section 2 – Selection and Election of Directors and Officers.
a. A board position may be held after at least one (1) year of Chamber membership or membership account. All Directors and Officers shall serve a term of three (3) consecutive years until their successor assumes the duties of the Office effective January 1st the following year.
b. Annually the Chamber will elect three to four (3-4) members to the Board of Directors and each candidate must be an active member in good standing and must agree to accept the responsibility of a Directorship.
c. Beginning with the annual election in December of 2010, one third of the director's positions will be up for election. In December 2011, one third of the director's of the board of 2010 will go up for election, and in December 2012, the remaining four (4) director's positions (of those elected in December 2009) will be up for election. This allows for Board continuity having approximately a third of the Board of Directors being newly elected each year.
At the regularly scheduled October Board of Directors Meeting, the President shall appoint a nominating committee of not less than three (3) members of the Chamber and shall designate a Chair. Prior to the regularly scheduled November Board of Directors Meeting, the nominating committee shall present to the board members a slate of candidates. The approved nominations shall be distributed by United States mail or via electronic mail with the December notice of meeting to the Chamber membership. Official ballots will be available at the annual meeting where the votes will be tallied by tellers appointed by the President.
Following the election of Directors, the newly elected Board of Directors will convene and will appoint the officers for the ensuing year.
Section 3 – Officers. Officers will be elected from members of the Board.
a. President. The President shall serve as the executive head of the Chamber and shall preside at all Board of Directors and membership meetings. The President, with the advice and counsel of the Vice President, will recommend to the Board of Directors, the composition of all committees, recommend a Chair, and assist in the selection of committee personnel.
b. Vice President. The duties of the Vice President shall be such as the title by general custom and usage would indicate, and other such duties as required by Law, as well as those that may be assigned by the President and/or the Board of Directors. The Vice President will also have immediate jurisdiction over all committees pertaining to the duties assigned.
c. Treasurer. The Treasurer shall be responsible for the safekeeping of all funds received by the Chamber and for their proper disbursement.
1. The Board of Directors may hire an employee to assist in the duties of the treasurer.
d. Secretary. The Secretary will serve as the secretary to the Board of Directors, and shall cause to be prepared all notices and minutes of the Board of Directors and Chamber membership meetings.
1. The Board of Directors may hire an employee to assist in the duties of the secretary.
e. Combined Positions. The position of Treasurer and Secretary may be combined if approved by the Board of Directors.
1. The Board of Directors may hire an employee to assist with these duties. As an employee of the Chamber; membership is not required, the employee is not a board member because of the position and the position is an at will employee.
Section 4 – Seating of Directors and Officers. All newly elected Board members and Officers will be introduced at the Annual Meeting in December of each year by the President or by a member appointed by the President.
Section 5 - Vacancies. A member of the Board of Directors who is absent from three (3) consecutive Regular Meetings of the Board of Directors shall automatically be removed from membership on the Board, unless excused by the Board of Directors. Vacancies on the Board of Directors may be filled by a quorum of Board Members present.
Section 6 - Committees.
a. The President, by and with the approval of the Board of Directors, shall direct the appointment of all Chamber committees and chairpersons.
b. Ad hoc committees and chairpersons may be appointed by the President with the approval of the Board of Directors as deemed necessary to carry out the program of the Chamber. It shall be the function of the committees to make inquiries and recommendations to the Board of Directors and to carry out such activities as may be delegated by the Board. The President along with the Board of Directors shall appoint a delegate to ad hoc committees annually. The position may be held for not more than three consecutive terms.
c. The Board of Directors shall annually appoint three (3) representatives to the City of Proctor Tourism committee. Those three positions consist of: food and beverage representative, at large representative and the Chamber President or designee.
Section 7 – Limitation of Authority of Committees. No action by any member, committee, and employee, Director or Officer shall be binding upon, or constitute an expression of the policy of the Chamber until it has been approved or ratified by the Board. It shall be the function of the committees to inquire and make recommendations. They shall report to the Board of Directors. No standing or special committee shall represent the Chamber in advocacy of or in opposition to any project.
ARTICLE V – FINANCES
Section 1 – Fiscal Year. The fiscal year of the Chamber shall begin on January 1, and end on December 31, of each calendar year.
Section 2 – Funds/Dues. Dues shall be fixed and recommended by the Board of Directors for review and approval. Such funds shall be kept on deposit in financial institutions approved by the Board of Directors.
Section 3 – Contracts and Debts. No contract shall be made, or debt incurred, except upon the authority of the Board of Directors.
Section 4 – Budget. Prior to the fiscal year end, the Finance Committee and the Treasurer shall prepare a budget of the estimated income and expenses for the coming year and submit it to the Board of Directors for approval at the regularly scheduled January Board of Directors meeting.
Section 5 – Disbursements/Authorizations. Upon approval of the budget by the Board of Directors and subsequently by the Chamber membership, the Treasurer shall be authorized to make disbursements provided for in the budget, if sufficient funds are available. All disbursements shall be made by check, subject to the approval of the Board of Directors upon receipt of a valid invoice or other supporting evidence. All disbursement checks must be signed by two (2) Officers. In the absence of two (2) Officers, any two (2) members of the Board of Directors may sign.
Section 6 – Financial Reporting. The Treasurer shall report on the current financial status of the Chamber at the monthly Board of Directors meetings and also at the Annual Chamber Meeting. Annually, a committee will audit the accounts of the Chamber and a report shall be submitted to the Board of Directors.
Section 7 – Dissolution. The Chamber shall only use its funds to accomplish the objectives specified in the Chamber By-Laws and no part of these funds shall inure to the benefit of or be distributed to the members of the Chamber. On dissolution of the Chamber, any funds remaining after the payment of all debts and liabilities shall, by resolution of the Board of Directors, be transferred to one (1) or more charitable organizations in the Proctor area who are exempt from federal income tax under the provision(s) of Section 501c(3) of the Internal Revenue Code.
ARTICLE VI – PARLIAMENTARY PROCEDURES AND SEAL
Section 1 – Authority. The most current edition of Robert’s Rules of Order may be utilized as a source of Parliamentary procedure.
Section 2 – Seal. The Chamber may use a seal of such design as adopted by the Board of Directors.
ARTICLE VII – AMENDMENTS
Section 1 - Approval. All proposed amendments to these By-Laws or to the Articles of Incorporation shall first receive the approval of the Board of Directors.
Section 2 – Revisions. The By-Laws or Articles of Incorporation may be amended or revised by a quorum of the Board of Directors present, or by a quorum of Chamber members present at any Regular or Special Meeting of the Chamber called for that purpose, provided proper notice has been given to the entire Chamber membership, as provided for in Article III, Section 2 of these By-Laws. The amendments or revisions must be presented at two consecutive meetings and voted on at the next scheduled meeting.
APPROVAL:
Revised by the By-Laws Committee April 5, 2007
Approved by the Board of Directors/Members
Revised by the By-Laws Committee: July 14, 2010
Board of Directors: October 6, 2010