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Cedarville Area Chamber of Commerce
By-Laws
Objective
The Cedarville Area Chamber of Commerce is an organization consisting of
businesses and other organizations located in the communities of Cedarville and
Clifton in the counties of Greene and Clark.
The objective of the organization shall be to promote the growth of existing
businesses and organizations and to establish new ones.
Ideas to improve the business climate and to build a better community will be
fostered through regular monthly meetings.
This organization shall observe all state, local and federal laws which apply to
non-profit organizations.
Membership
Any Entity having an interest in the objectives of the organization shall be
eligible for membership. The Entity may have an unlimited number of members;
however, each Entity shall only have one vote.
Each Entity must renew their membership annually no later than April 15th of
said year, to retain voting rights. Period of membership shall be from January 1
– December 31 of said year.
For conduct unbecoming a Member or prejudicial to the aims or repute of the
Chamber, any General Member may be expelled by a two-thirds vote of the
Executive Board after notice and opportunity for a hearing are afforded the
Member complained against.
For an unexcused absence of three consecutive, regularly scheduled, Executive
and General Meetings, any Executive Officer may be expelled by a two-thirds vote
of the Executive Board after notice and opportunity for a hearing are afforded
the Member complained against.
Meetings
Executive Board meetings shall be held the first Monday of every month in the
Apostolic Church at 7:00pm.
General Member meetings shall be held the first Thursday, following the first
Monday, of every month in the Cedarville Senior Citizens Center at 7:00 pm.
The annual election of new Officers for the Executive Board shall be held at the
December General Members meeting.
At any duly called General Meeting, members present shall constitute a quorum. A
majority of Officers present shall constitute a quorum of the Executive Board.
The President may call a Special General Member meeting at any time, or, upon
petition in writing of 10% of members in good standing. Each member shall be
notified at least five days prior to said meeting.
The President may call a Special Executive Board meeting at any time with at
least one day notice providing a quorum is present.
Voting
In any proceeding in which voting by members is called for, each Entity in good
standing shall be entitled to cast one vote.
Members shall declare their candidacy for the Executive Board at the November
General Members meeting and no later than November 20th of said year. Notice of
candidates will be provided to each Member no later than 10 days before the
election by the Secretary.
Each candidate must be an active Member in good standing and agree to accept the
responsibility of said office.
The election shall be by ballot at the December General Members meeting. An
absentee ballot shall be available, by request, for any entity unable to attend
the meeting but wishing to cast a vote. Sealed absentee ballots must be returned
prior to said meeting.
The President shall appoint three judges to supervise and record the election
results.
Executive Board
The government and policy-making responsibilities of the Chamber
shall be vested in the Executive Board, which shall control its property, be
responsible for its finances and direct its affairs.
The Executive Board is responsible for establishing procedure and formulating
and adopting all policies of the organization. These policies shall be
maintained in a By-Law Manual, to be reviewed annually and revised as necessary.
No two seats on the Executive Board may be held by the same entity.
Vacancies of the Executive Board shall be filled by a majority vote of the
Executive Officers to serve the remainder of the vacated term.
Officers
The Executive Board shall consist of the following seven Officers, six of whom
are elected annually to serve a one-year term. The seventh Officer shall be
appointed by the President of Cedarville University to serve a term determined
by the President of Cedarville University.
It shall be the duty of the President to preside over all meetings and enforce
the By-Laws and call all such meeting as may be deemed necessary.
It shall be the duty of the Vice President to preside in the absence of the
President; to assist the president in ensuring that the By-Laws are followed.
It shall be the duty of the Secretary to prepare and publish notices, agendas
and minutes for all meetings; keep an active and current list of all Members and
provide the Executive Board with this list as needed.
It shall be the duty of the Treasurer to safeguard all funds received by the
Chamber; such funds shall be kept on deposit in a financial institution or
invested in a manner approved by the Executive Board; provide a monthly
financial report to the Executive Board; disburse all funds approved by the
Executive Board via checks signed by both the President and the Treasurer.
It shall be the duty of the Public Relations Officer to serve as the liaison
between the Chamber and the media and to promote the Chamber to the general
public.
It shall be the duty of the Director to assure that all activities are directed
toward achieving the needs of the area served by the Chamber. The Director shall
act as the liaison between the Executive Board and the Committee leaders. The
Committee leaders shall be appointed by the Executive Board or the Chamber
President; committee members do not have to be Chamber members.
It shall be the duty of the Cedarville University Representative to be the
liaison between the Chamber and the University thus promoting unity between the
community and Cedarville University.
Finances
The Chamber shall use its funds only to accomplish the objectives and purposes
specified in these By-Laws. No part of said funds shall be issued or 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 Executive Board as required by law.
No Member of the Chamber may create any obligation of any type on behalf of the
Chamber without the approval of the Executive Board.
The fiscal year shall close on December 31st. An audit committee shall perform
an annual audit as soon as possible thereafter.
A new budget shall be prepared at the January Executive Board meeting each year.
Indemnification
The Chamber may, by resolution of the Executive Board, provide for
indemnification by the Chamber of any and all of its Officers or former officers
against expenses actually and necessarily incurred by them in connection with
the defense of any action, suit, or proceeding, in which they or any of them are
made parties, or a party, by reason of having been Officers of the Chamber,
except in relation to matters as to which such director shall be adjudged in
such action, suite or proceeding to be liable for negligence or misconduct in
the performance of duty and to such matters as shall be settled by agreement
predicated not the existence of such liability for negligence or misconduct.
Amendments
These By-Laws may be amended or altered by a two-thirds (2/3) vote of the
Executive Board or by a majority of the Membership at any General or Special
meeting providing notice for the meeting includes the proposal for amendment(s)
according to time frame.
Adopted: 11-10-2005
Amended:
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