Round Lake Area Chamber of
Commerce and Industry
By-Laws
ARTICLE I
Section 1 Name:
The name of this organization shall be the “Round Lake Area Chamber of Commerce and Industry.”
Section 2 Incorporation:
This
organization is incorporated under the laws of the State of Illinois its
principal office shall be located within the Round Lake Area.
Purpose
Section 1 Mission Statement:
To inform, promote, engage and preserve area business, industry, civic and general interests in the Round Lake Area community.
Section 2 Objectives:
The
main objectives of the Round Lake Area Chamber are:
Objective 1: Educate the business and industry community
on local, county, state and federal legislative affairs as well as various
business strategies
Objective 2: Encourage and support business and industry
growth and prosperity in the Round Lake Area.
Objective 3: Work together to enhance the entire Round
Lake Area community.
Section 1 The Round Lake Area Chamber shall be non-partisan, non-sectarian and shall take no part in or lend its influence directly in support of the election or appointment of any candidate in the area villages, county, state or nation. If before an election, the Chamber wishes to hear a candidate’s view, a candidate may be invited to speak before the general membership.
Section 2 The Round Lake Area Chamber of Commerce and Industry shall observe all local, state and federal laws which may apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue code.
ARTICLE IV
Fiscal Year
Section 1 The fiscal year of the Round Lake Area Chamber of Commerce and Industry will be from January 1st to December 31st of each year.
Section 2 An operating budget will be developed by the President, Treasurer and the Executive Director and presented for approval to the Board of Directors no later than November 1st prior to the proposed budget fiscal year.
Section 1 Eligibility:
Any
reputable person, sole-proprietor, association, corporation, partnership or
estate shall be eligible for applying for membership in the Round Lake Area
Chamber of Commerce and Industry. The
Chamber shall be an inclusive equal opportunity organization and shall not discriminate
based on, but not limited to, race, color, religion, sex, handicap, actual or
perceived sexual orientation, familial status, or national origin.
Section 2 Application:
Each
applicant shall make written application to the Round Lake Area Chamber of
Commerce in such form as the Board of Directors may prescribe.
Section 3 Election:
The
Executive Director shall present all Applicants for membership to the Board of
Directors for approval. The Board of
Directors may reject any application for membership if in the opinion of the
majority of Directors it would not be in the best interest of the Chamber to
accept the application. All applicants
approved by a majority of the Board of Directors shall be elected to become a
member and presented as new members to the General membership at the next
General Chamber meeting.
Section 4 Membership Dues:
The Board of Directors shall determine the annual dues. The methods of payment, (i.e.: in advance, installments, etc.), shall also be determined by the Board of Directors.
Section 5 Levels of Membership:
Full
Membership: Full membership entitles the member access
to all services provided by the Chamber and full voting rights. Each Member organization shall assign one
(1) representative to have voting rights.
Benefits to include but not limited to: support of prestigious area
business organization, networking and marketing opportunities, community
involvement, and workshops. The Board
of Directors has the right to create different levels of Full Membership, which
would provide various levels of services and benefits to the general
membership.
Associate Membership: Any
Not-for-profit organization, a Full Member Branch office, or any individual not
representing a business but interested in the Chamber programs may qualify as
an Associate Member. No business
for-profit with the exception of a Full Members branch office is eligible for
an Associate Membership. A
not-for-profit member-based organization shall be represented as the
organization and will choose a representative from that organization as the
Chamber Member. The organization’s
members are NOT considered Chamber members and cannot market themselves as
such. Only one (1) representative is
assigned voting rights from each organization member.
Honorary
Membership: May be granted or
revoked by the Board of Directors.
Honorary Memberships are awarded to individuals who may have served on
the Chamber Board, as Executive Director or contributed greatly to public
affairs and goodwill of the Chamber. Honorary
Membership shall include all privileges of Associate Membership except voting
and holding of directorship or office.
No dues will be collected from Honorary Members. The Board shall review
each Honorary Member on a yearly basis.
Membership for In-Kind Services:
The
Board of Directors, upon majority vote, may award a Full or Associate
Membership for in-kind and similarly valued services provided they are for the
betterment of the Chamber operations and its membership.
Section 6 Member Expulsion:
Members
may be expelled for cause. Cause can be
defined as, but not limited to, conduct that affects or reflects negatively on
the Round Lake Area Chamber of Commerce and Industry, prejudicial or
discriminatory behavior. No member may
be expelled without the opportunity of a hearing before the Board of Directors
at an agreed upon time and place. If
after the hearing, expulsion is still sought by the Board, a three-fourth
majority vote of all Board if Directors, shall be necessary to expel member(s).
Section 1 Monthly Business Meetings shall be at a time and place as determined by the Board of Directors. Members will be notified in the monthly newsletter and/or other means of communication, (i.e.: e-mail, telephone, etc.). The Board of Directors shall provide for an Annual Installation meeting each year for the installation of Board and officer positions.
Section 2 Monthly Board Meetings shall be at a time and place as
determined by the Board of Directors. The
Board shall be notified a week prior to the meeting by email, mail or phone.
Section 3 Quorum:
10%
of Chamber members with full voting rights in good standing at any Business
Meeting constitute a quorum.
Section 4 Special Meetings:
Notice
of Special Meetings will be mailed or emailed to each member at last known
address, at least five, (5), days in advance of any special meeting. Special meetings of the Board may be called
by the President at his/her discretion and shall be called at the request of
not less than three Directors.
ARTICLE VII
Section 1 Board
of Directors:
The
Board of Directors shall be responsible for the operation and representation of
the Chamber. The Board is responsible
for making decisions on behalf of the general membership and shall be composed
of up to fifteen, (15), members, consisting of thirteen (13) elected members,
and one (1) Executive Director of the Chamber of Commerce who shall be a
non-voting entity, and if appointed by the Board of Directors, one (1) Honorary
Past President Director as described herein.
At no time shall a representative of a taxing entity be able to hold a
director or officer position. All Board
of Directors or their agencies must hold a Full Membership and be active and
dedicated Members of the Round Lake Area Chamber.
a) The thirteen (13) elected Directors of the
Board shall be elected at the December General Membership meeting. The Board of Directors shall be
representative of the Round Lake Area business community and made up of a
variety of business types, sizes; ages; gender and ethnic diversity. No representative of a taxing entity shall
be eligible for an elected board position or officer position.
b) Four (4) to five (5) directors will be elected
each year depending on how many seats are up for election in any given election
cycle.
c) At the first Board meeting in November of each year the Election Committee shall submit a list of candidates to the Board of Directors. With the majority approval of the Board of Directors, the names shall then be read at the November General Membership meeting. Each candidate shall be introduced.
Additional names may be
accepted at this time only and placed on the ballot. Ballots shall be mailed to
each member prior to November 30th. All voting shall be done by mail, returned
in person, or in a form otherwise approved by the majority of the Board of
Directors. Ballots must be received in the Chamber office within five days
prior to the December General Meeting, in conformity with such additional rules
and regulations as the Board of Directors may adopt.
d) The Board of Directors will assign the existing
officer for the 2007-2008 year a partial or full Director term to fulfill in
order to equalize the election cycle.
Section 2 Quorum:
Fifty-one
percent (51%) of the elected Chamber Board members constitute a quorum for the
transaction of business. All voting
shall be done by mail, email, in person, or any other means approved by the
majority f the Board of Directors.
Section 3 Term Limits:
No Board of Director shall serve more than three, (3), consecutive terms
regardless if he/she has held officer positions. A minimum of one year must pass before any three consecutive term
serving Director may be re-appointed or re-elected. Officers serve one (1) year in that position and shall be counted
as one of the three (3) years.
Section 4 Election Committee:
The President shall appoint an Election Committee of a minimum of three members. Only one member of this committee shall be a Director who is not running for election. The others shall be members in good standing. The committee shall oversee the annual election of the Directorships in accordance with the Chamber By-Laws as well as rules and regulations established by the Board of Directors.
Section 5 Un-expired Term:
Vacancies
for an unexpired term of the Board of Directors shall be filled for the
unexpired portion of the term only. The
Board of Directors, upon nomination(s) of a candidate(s), shall have the right
to vote and fill the unexpired term without vote of the general
membership. In the event an Officer of
the Board needs to step down, a current Board member shall be elected by the
Board of Directors to assume the un-expired portion of the term only.
Section 6 Expulsion:
A
member of the Board of Directors who has been absent from three, (3),
consecutive board meetings may be expelled from their position upon majority
vote of the Board, but not before notice is served and a hearing is held if
requested.
Section 7 Officers:
The
Board of Directors will elect within the Board the following officer positions
with the following duties. The election
of the officers will be executed using a secret ballot. Every officer must be elected annually by
the Board of Directors and may be re-elected for the same position not to
exceed five, (5), consecutive years.
Election of the officers shall take place at a meeting of the newly
elected Board of Directors prior the annual installation of the newly elected
directors. The newly elected President
will have an opportunity to address the membership at the annual installation.
a) President - The President shall preside at all meetings of the Chamber and the Board of Directors. He/she shall, subject to the approval of the Board of Directors, appoint all committees. He/she may appoint an advisory board without Board approval of up to three (3) representatives from taxing entities who shall have the same rights as an elected director with the exception of voting rights. The President shall be responsible for hiring, directing and supervising the Executive Director of the Chamber. The Chamber Board President shall carry out the act of dismissal of any Chamber employee based on the results of a majority vote by the Board of Directors. The President shall vote only in case of a tie of all Board decisions.
b) Vice President - The Vice President shall act in the absence of the President except for the hiring and discharging of any paid employees. In case of excused long-term absence by the President, the Board of Directors shall refer to article VII section 5 for early vacancy of a term.
c) Treasurer - The Treasurer will make reports to the members at each Board of Directors and General Membership meetings. The Executive Director will be responsible for receiving and disbursing the funds of the Chamber at the recommendation of the Treasurer and majority approval of the Board of Directors.
d) Secretary - The Secretary shall attest to the actions of the Board of Directors and may be required to prepare and submit minutes of meetings in the absence of the Executive Director.
Section 9 Ballot Recount
Any candidate for election can petition the Board of Directors for a recount of the ballots cast. A recount shall be initiated upon the approval of a majority vote of the Board of Directors.
Section 8 Secret
Ballot:
Any Director with the approval of a minimum of 20% of Board members present
may instate the use of a secret ballot for any voting measure before the Board of
Directors.
ARTICLE VIII
Committees
Section 1 Appointment:
The President shall appoint members and chair(s) of all committees with a majority approval of the Board of Directors. One (1) Board member shall act as board liaison for each committee.
Section 2 Meetings:
Committee meetings may be called at anytime by the President or by the chair(s) of such committee(s).
Section 3 Purpose:
The purpose of committees is to meet the needs of the membership and to fulfill annual and operating requirements, or any such purpose approved by the majority of the Board of Directors. Each committee shall establish a mission with objectives to be approved by the Board of Directors.
ARTICLE IX
Order of Business
Section 1 The President and Executive Director shall set the agenda for all Board of Directors and General Membership meetings. Board of Directors may request item(s) to be placed on the agenda for discussion and/or action. If the President believes the requested item(s) may be detrimental to the operations and/or integrity of the Chamber, he/she may request a majority vote of the Board of Directors for item(s) to be placed on agenda.
ARTICLE X
Employees
Section 1 Executive Director:
The Executive Director is responsible for the day-to-day operations of the Chamber and shall work towards the better good of the membership and overall needs of the Chamber.
The Executive Director shall prepare and disseminate all official correspondence, preserve all books, records, documents and communications of the Chamber.
The Executive Director reports directly to the President and Board of Directors and will be responsible for preparing and submitting minutes of meetings, agendas and other business to the Board of Directors and members as needed.
With approval of the Board of Directors, the Executive Director may secure the services of additional employee(s) to assist with these duties. This employee(s) shall report directly to the Executive Director of the Chamber of Commerce.
The Executive Director is a non-voting position within the Board of Directors and the General Membership.
ARTICLE XI
Amendments
Section 1 Submission:
Any member in good standing may submit proposed change(s) to these By-Laws to the Board of Directors. The Board of Directors, upon majority vote, can accept, reject or amend the proposal for submission to general membership at the next regularly scheduled monthly meeting. A quorum (Article VI Section 3) of voting members must be present to determine the outcome on any proposed amendments to the By-Laws.