ARTICLE IV – Board of Directors
SECTION 4. Meetings and Quorum
Amended to include: Voting by Electronic Mail: When a matter requires the approval of the Board of Directors before the next regularly scheduled meeting, the Chamber President may, in his or her discretion, request a vote by electronic email (“e-mail”). Each Director shall receive notification by group email from the Chamber Director stating the matter to be voted upon. Each Director is entitled to cast one (1) vote by reply email that shall be cc’d to the Board of Directors. Voting by proxy is not permitted. A two-thirds vote of all seated Directors is required for approval of any matter by email.
ARTICLE V – OFFICERS
SECTION 1. OFFICERS
Amended to read: The normal term of office for the President shall be for the term of one (1) year unless the Board of Directors wishes to extend an additional one (1) year term to the current President. The term extension can be enacted with the concurrence of the Vice-President and a vote of approval by the general membership. This clause supersedes all other limits on terms for officers and board.
ARTICLE VI – EXECUTIVE COMMITTEE
SECTION 1. COMPOSITION
Amended to read: The Past President shall attend by invitation.
SECTION 2. RESPONSIBILITY
Rescission of Power: (The following statement shall be omitted from the Bylaws).
During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board.
ARTICLE VIII – FINANCES
SECTION 3. DISBURSEMENTS
Amended to Read: No obligation or expense shall be incurred and no money shall be appropriated without prior approval of the Board of Directors. Upon approval of the budget, the Executive Board is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be as follows:
Check Disbursements – disbursement of funds by check for less than $500 shall require only one signature by the Executive Board. All disbursements over $500 shall require the signature of two members of the Executive Board.
Disbursements by Bank Card – no disbursements of over $200 can be made by bank card without prior approval of the Board of Directors.
Payroll Disbursements – shall be made by check and require one signature from any one of the Executive Board Members.
Reoccurring General Expenditures – shall be made by either check or electronic bank draft after receiving approval by the Board of Directors.
BYLAWS (AMENDED AS OF 2/1/05)
ARTICLE 1 GENERAL
Section 1 Name
This organization is incorporated under the laws of the State of Tennessee and is known as the Polk County-Copper Basin Chamber of Commerce, Inc., hereinafter referred to as the Association.
Section 2 Object
This Association is organized for the purpose of advancing the economic, industrial, professional, commercial, cultural, educational, agricultural, and civic welfare of Polk County, as well as the communities and towns that comprise the Copper Basin Area. Additionally, its purpose is:
– to encourage the growth of existing industries and business while giving assistance to any new firms or individuals seeking to locate in the Polk County/Copper Basin Area;
– to promote integrity, good faith and the application of creditable business practices;
– to provide leadership in matters of public concern, and to pursue these matters with diligence to a satisfactory conclusion; and,
– to support activities believed to be beneficial to the community; to engage in activities that will accomplish the greatest good for the greatest number, and to cooperate to these ends with other institutions and agencies, both private and public.
Section 3 Limitations of Methods
The Association shall be non-profit, non-partisan, non-sectarian, and shall take no part in or lend its influence to the nomination, election or appointment of candidates for public office.
ARTICLE II MEMBERSHIP
Section 1 Eligibility
Any civic-minded individual, business firm, partnership, corporation or estate interested in the objectives of the Association shall be eligible for membership. The Board of Directors shall have the right to reject any application for membership.
Section 2 Membership Dues
Membership dues shall be at such rates, schedules or formulas as may be prescribed from time to time by the Board of Directors who have the responsibility for reviewing the dues schedule periodically.
Section 3 Termination
(a) Members may resign from the Association upon written request to the Board of Directors.
(b) Members shall be expelled by the Board of Directors by two-thirds vote for non- payment of dues after ninety (90) days from the due date unless otherwise extended for cause.
(c) Members may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting for conduct unbecoming a Member or prejudicial to the aims of repute of the Association, after notice and opportunity for a hearing are afforded the Member. Dues will not be refunded on resignations and only upon the discretion of the Board of Directors upon expulsions.
Section 4 Exercise of Privileges
Any firm, partnership, corporation, organization or estate holding membership may nominate individuals whom the holder desires to exercise the privilege of membership within the limitations approved by the Board of Directors.
Section 5 Voting Restrictions of Members
Every membership account in good standing is entitled to one (1) vote in any election, referendum or membership meeting. Each firm, corporation, or organization subscribing to multiple memberships shall designate by name one individual for each business membership who will be entitled to vote in any election or referendum up to a maximum of five (5). No voting by proxy shall be permitted. Ballots will be addressed to the business address of Members or residences of individuals.
Section 6 Orientation
New Members shall be orientated as to aims, objectives and program of work adopted by the Association. The orientation shall be conducted by the President or Vice-President or their designees. Prior to assuming their duties, every Member of the Board of Directors, Committee Chairman, Committee Personnel and Staff shall participate in an orientation program in which their respective responsibilities and duties will be outlined.
ARTICLE III MEETINGS
Section 1 Annual Meetings
The Annual Membership Meeting shall be held during the first quarter of the calendar year or at such other time determined by the Board of Directors.
Section 2 Additional Meetings
(a) General meetings of the Association may be called by the President at any time, or upon petition in writing of any twenty (20) members in good standing. Members to be notified at least seven (7) days prior to the scheduled date of the meeting.
(b) Board meetings may be called by the President or Executive Director. Notice shall be given to each Director at least three (3) days prior to the meeting.
(c) Committee meetings may be called at any time by the President or by its Chairman.
Section 3 Quorums
(a) General meetings of the Association: Members present shall constitute a quorum.
(b) Directors: A majority of the directors shall constitute a quorum.
(c) Committee meetings: A majority shall constitute a quorum.
ARTICLE IV BOARD OF DIRECTORS
Section 1. Composition of the Board
Eleven (11) Board members shall be representative of the East and West Polk areas at all times.
Section 2 Ex Officio
In addition to the eleven (11) regularly elected members of the Board of Directors, the immediate past President of the Association shall be an ex officio member of the Board of Directors for a period of one year with full voting rights.
Further, in addition to the eleven (11) regularly elected members of said Board of Directors, the President of the Association shall have the power to appoint, at his or her discretion, two additional ex officio members to the Board of Directors. This mandate can only be exercised in instances when it is necessary for the Board of Directors to establish a close liaison with other organizations while working on projects of mutual interest. Such appointed member’s term of office to be specified by the President, but in no event may their term be longer than one (1) year, or the remainder of the appointing President’s term in office, whichever is shorter. Such appointed member shall have full voting rights.
Section 3 Election of Officers
The Board of Directors shall elect from its membership a Vice-President-President Elect, a Secretary, and a Treasurer whose term of office shall be for one (1) year.
Said election shall be held by the newly-elected Board of Directors at the November Board Meeting. The Vice President, Secretary, and the Treasurer will assume their duties in January and will function in that capacity for a period of one (1) year at which time the Vice President-President Elect will succeed the Retiring President.
Section 4 Election of Directors
At the September Board of Directors Meeting the President shall appoint three (3) members of good standing and two (2) Directors (representative of both East and West Polk) as members of the Nominating Committee. The President shall appoint the Chairman. The Nominating Committee will also serve as the Election Committee and will see that elections are carried out in accordance with the terms and conditions of the Bylaws; that all votes cast by the Members in good standing are properly tallied, and to declare the true results of the election by written report to the Membership.
Section 5 Candidates
Each year a slate of four (4) new candidates to replace the four (4) Directors whose regular three (3) year terms are expiring will be presented for inclusion in the notification letter to the membership. The Committee will personally contact each prospective candidate for the purpose of confirming his willingness to accept the responsibility of directorship. The Chairman of the Nominating Committee will make a report to the Board not later than its October meeting.
Section 6 Publicity
Upon receiving the report from the Nominating Committee, the Board shall immediately notify the membership by mail of the names of the persons nominated as candidates for Directors, and the right of petition as provided in Article IV, Section 7, of the Bylaws.
Section 7 Petition
Additional names of candidates for Directors can be nominated by petition bearing the signatures of ten (10) members in good standing. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the nominations. The decision of the Nominating Committee as to the legality of the petition shall be final.
Section 8 Determination
(a) On receipt of the report of the Nominating Committee at the November Board Meeting, the Board shall confirm election of new Directors.
(b) Immediately following the regular meeting of current Directors, the Nominating Committee shall submit their recommendations as to the proposed slate of Officers for the coming year, and the newly-elected Directors shall vote to accept them.
(c) If a petition warrants the presentation of additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Candidates selected by the Nominating Committee will be identified on the ballot. The Membership will be instructed as to the number to be elected.
(d) The incoming President shall make appointments to Program of Work Committee, chaired by incoming Vice President, and to Budget and Finance Committee, chaired by incoming Treasurer.
Section 9 Vacancies
In the event of a vacancy on the Board of Directors due to resignation, or removal, said Board of Directors upon recommendation of the Nominating Committee shall by a majority vote elect a Member of the Chamber to fill out such unexpired term. Any Member of the Board of Directors who fails to attend three (3) consecutive meetings without reasonable cause, shall be notified by the President that at the next succeeding regularly scheduled meeting their office shall be declared vacant and a new Director elected to take their place.
Section 10 Policy
Policies established by the Board of Directors will be published in a manual for easy reference. Copies shall be made available to Officers, Directors, Committee Chairmen, Administrative Staff and interested Members. The Board of Directors shall establish rules and regulations that may be required to conduct the affairs of the Association. The policy-making and the governing responsibilities of the Association are vested in the Board of Directors, which shall control its property, be responsible for its finances and direct its affairs.
Section 11 Management
The Board of Directors shall appoint an Executive Director and fix his salary annually. He shall be responsible for execution of all affairs of the Association as required by the Board of Directors. If the Executive Director is an unpaid position, the responsibilities may be delegated to Board Members and/or staff as determined by the Board.
ARTICLE V OFFICERS
Section 1 Election of Officers
Upon the approval of the new Board of Directors for the coming year, the newly-elected Board shall meet to receive the recommendations of the Nominating Committee for a slate of Officers to serve for the coming year, and shall act to approve, modify or reject the recommendations. The newly-elected Officers will assume their duties in January of each year, and will hold office for the ensuing year.
Section 2 Duties of Officers
(a) The President shall:
– be the head of the Association and shall preside at all meetings of the Membership and the Board of Directors;
– be an ex officio member of all committees;
– with the approval of the Board of Directors, sign all deeds, contracts and other instruments affecting the operation of the Association or any of its properties; and,
– sign all formal documents of the Association.
(b) The Vice President shall:
– serve as President-Elect;
– serve as assistant to the President, and, in the President’s absence, perform the duties of the President;
– serve as Chairman of the Program of Work Committee, whose task it will be to determine Programs and Plans that will achieve the goals of the Association, and to present a proposed Program of Work to the Board of Directors at its January meeting; and
– prepare, for presentation at the annual meeting of the general Membership, an annual report showing program achievements for the previous year and the Program of Work for the current year, as approved by the Board of Directors.
(c) The Secretary shall:
– be responsible for maintaining the official records of the organization;
– inform the Board of correspondence received requiring the Board’s attention;
– respond to all correspondence requiring an official position or notice of the Association, as directed by the Board of Directors;
– inform the Membership on matters requiring their attention or knowledge;
– act as keeper of the corporate seal and affix such seal to any and all official documents as required; and,
– sign all official documents as authorized by the Board of Directors.
(d) The Treasurer shall:
– be the custodian of all funds of the Association;
– prepare monthly a financial report including a Balance Sheet and a Profit and Loss statement for presentation to the Board of Directors at their regular meeting;
– serve as Chairman of the Budget and Finance Committee, whose tasks are outlined in Article VI, section 3; and,
– prepare for presentation at the annual meeting of the general membership, a financial statement for the previous year and the budget for the current year, as approved by the Board of Directors.
– showing receipts and expenditures for the preceding month.
– present a statement of receipts and expenditures at the Annual Membership Meeting.
ARTICLE VI COMMITTEES
Section 1 Appointment and Authority
The President shall appoint all committee chairpersons, the term of which shall not exceed the term of the appointing President.
Each committee is to be composed of not less than three (3) members, but as many more as is required to achieve their objectives, except as otherwise provided for in these Bylaws.
The function of each committee is to make investigations, conduct studies and hearings, work with public officials to accomplish tasks necessary to carry out the Program of Work, to make recommendations to the Board of Directors and to carry on such other activities as may be delegated to them by the Board.
Each Chairman will appoint one (1) member of their committee to serve as Vice Chairman and another as Recording Secretary. The Secretary will be responsible for keeping records of all committee proceedings and will file copies of the minutes at the Association office for presentation to the Board.
Section 2 Limits of Authority
No committee shall take or make public any formal action, nor make public any resolution, nor commit the Association on questions of policy, or financial obligation without first obtaining approval of the Board of Directors. Special committees shall be discharged by the President upon completion of their assignment and acceptance of their report by the Board.
Unless approved by 2/3rds of the Members of the Association’s active rolls, no committee program, or project shall be withdrawn from the Chamber’s administration and organized to function independently.
Section 3 Budget and Finance Committee
The President shall appoint a Budget and Finance Committee to be chaired by the Treasurer. The Committee shall be charged with the responsibility of advising the Board of Directors regarding the financial condition and financial policies of the Association. It shall suggest ways and means of conserving and increasing revenues of the Association. The Committee shall be responsible for formulating an annual budget for the Association, for presentation and approval by the Board of Directors at its January meeting.
ARTICLE VII FINANCES
Section 1 Funds
All money, unless raised for a specific purpose, shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a contingency fund and shall not be used without authorization of the Board of Directors.
Section 2 Disbursements
Disbursements shall be made by check signed by any two Officers.
Section 3 Fiscal Year
The fiscal year of the Association shall be from January 1 to December 31.
Section 4 Audit
The President shall appoint an Audit Committee, whose responsibility it shall be to audit the books and records of the Association at the close of each fiscal year. A written report of the Committee’s findings shall be submitted to the Board of Directors.
Section 5 Dissolution
In the event of dissolution of the Association, and after payment of all outstanding obligations, 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.
Section 6 Bonding
The Officers and Members of the Association staff may be required to be covered by a Surety Bond if so ordered by the Board of Directors. The expense of said bond shall be borne by the Association.
ARTICLE VIII PARLIAMENTARY PROCEDURES, OFFICIAL SEAL
Section 1 Authority
In all matters of assembly, the Association shall be governed and conducted according to the established Robert’s Rules of Order as revised.
Section 2 Seal
The seal of the Polk County-Copper Basin Chamber of Commerce shall be determined by the Board of Directors.
ARTICLE IX AMENDMENTS
Section 1 Amendments
All amendments to these Bylaws shall first receive the sanction of the Board of Directors. Section 2 Revisions. These Bylaws may be amended or altered by two-thirds (2/3) vote of the members present at any regular or special meeting of the Association called for that purpose, provided proper notice has been given to all members.