Harlan County Chamber of Commerce
By-Laws
Revised and adopted: February 11, 2004
Article I – General
Section I - Name
The organization is incorporated under the laws of the Commonwealth of
Kentucky as a non-profit, non-partisan organization and shall be known as the
Harlan County Chamber of Commerce.
Section 2 – Purpose
The purpose of this Chamber is the improvement of the quality of life in
Harlan County through the promotion and stimulation of the economic interest of
all commercial enterprises within Harlan County.
Section 3 – Limitation of Methods
The Harlan County Chamber of Commerce shall observe all local, state, and
federal laws that apply to a non-profit organization as defined in Section
501(c)(6) of the Internal Revenue Code. The Chamber will operate under
the Articles of Incorporation filed May 7, 1952.
A member may resign from the Chamber upon written notice to
the Board of Directors.
Any conduct by a member unbecoming to the chamber or prejudicial to
the aims or repute of the Chamber may be expelled by a two-thirds vote of the
Board of Directors at a regularly scheduled meeting; providing notice and
opportunity for a hearing have been afforded said member.
Section 5 – Voting
Each member in good standing is entitled to one vote.
Section 6 – Honorary Membership
The Board of Directors may confer Honorary Membership upon certain persons
or representatives of non-profit organizations whose goals or services are
similar to those of the Chamber. Individual Honorary Membership may be conferred
upon persons who have won distinction in public affairs. An Honorary Membership
shall accrue all the privileges of active membership except voting or holding
office. Honorary members shall not be assessed dues or other financial
assessment.
Article III – Meetings
Section 1 –Annual Meeting
The annual meeting of the General Membership shall be in the month of
October. The Board of Directors shall fix the time and place, and the notice
thereof given to each member at least ten (10) calendar days before said
meeting.
Section 2 – General Membership Meetings
The Chamber shall hold regular monthly General Membership meetings. The
Board of Directors shall fix the time and place, and the notice thereof given
to each member at least seven (7) calendar days
before said meeting.
Section 3 – Quorums
At any duly called General Membership meeting of the Chamber, twenty-five
(25) percent of the total membership shall constitute a quorum.
Section 4 – Special Called Meetings of the General Membership
Special meetings of the general membership, for any purpose or purposes, may
be called at any time by the President, a majority of the Board of Directors, or
ten (10%) percent of the members, upon written request delivered to the
Executive Director. Upon receipt of any such request, the Executive Director, in
consultation with the President, shall fix the time
of the meeting, which shall be held not less than ten (10) or more than thirty
(30) days thereafter. Written notice of any special meetings of members, stating
the place, date, hour, and general nature of the business to be transacted
thereat, shall be given to each member entitled to vote at least seven (7) days
prior to such meeting. Business transacted at all special meetings of the
general membership shall be confined to the business stated in the call.
Article IV- Board of Directors
Section 1 – Composition of the Board
The Board of Directors shall be composed of the President, the
Vice-President, the Secretary, the Treasurer, the Immediate Past-President, and
nine (9) members elected at large from the membership of the Chamber.
Hereinafter, "the Board" shall be construed as the Board of Directors.
Section 2 - Duties and Responsibilities of the Board
The Board directs the affairs, sets policy, controls the property, and is
responsible for the finances of the Chamber.
Section 3 - Terms of the At-Large Members of the Board
The term of office is three (3) years. The terms of office shall be
staggered, with three (3) seats being elected each year. A member of the Board
may succeed himself for a total of two (2) terms. If he should have filled an
unexpired term by appointment, he shall still be eligible for two (2) full
elective terms.
Section 4 - Meetings of the Board
The Board shall meet at least monthly. A simple majority shall constitute a
quorum.
If there is no substantial business to be conducted, the President may
postpone the meeting until the following month, except that the Board meeting
may not be postponed two months in succession.
Special meetings of the Board may be called by the President, the
Vice-President in the absence of the President, or a majority of the Board
members. Notice shall be given to each Board member at least two (2) days prior
to the meeting. The purpose of any regular or special meeting of the Board need
not be specified in a notice of such meeting.
Requirements for notice are waived in the case of an emergency meeting of the
Board. In such a case, every reasonable effort shall be made to notify all Board
members. The business conducted at an emergency meeting shall be limited to the
emergency for which the meeting is called.
Section 5 - Vacancies
A Director who is absent from three (3) consecutive regular meetings of the
Board shall be removed for cause, unless confined by illness or other absence
approved by a majority vote of the attending Board members. A vacancy shall be
filled by the Board itself by majority vote.
Section 6 - Executive Committee
An executive committee composed of the President, the Vice-President, the
Secretary, the Treasurer, and the Immediate Past-President shall conduct the
business and policy of the Chamber between meetings of the Board. Meetings shall
be ad hoc.
Section 7 - Executive Director
The Board may employ an Executive Director and/or other office staff as
deemed necessary. The Board will dictate the duties, function, and remuneration
of any employee. The Executive Director shall attend all Board meetings unless
the Board meets in executive session. As an employee of the Chamber, the
Executive Director does not have a vote in the deliberations of the Board,
although, if a member of the Chamber, may vote on the floor of meetings of the
membership.
Article V – Officers
Section 1 – Determination of Officers
All officers shall serve for a term of one (1) calendar year or until their
successors assume the duties of office. They shall be voting members of the
Board of Directors.
President – The President shall serve as the Chief elected
officer of the Chamber of Commerce and shall preside at all meetings of
the Membership, Board of Directors and Executive Committee.
The President shall determine all committees, select all committee
leaders, and assist in the selection of committee personnel, subject to
the approval of the Board of Directors.
The President shall have general and active management of the powers of
the Chamber except as hereinafter limited. The President shall see that
all orders and resolutions of the Board are carried into effect. He shall
execute bonds, mortgages, and other contracts requiring execution on
behalf of the Chamber.
The President may succeed himself for one full term, unless he is
filling an unexpired term, in which case he may then be elected two
constitutional full terms.
Vice-President – The vice-president shall exercise the powers and
authority and perform the duties of the President in the absence or
disability of the President.
Secretary -The Secretary shall be responsible for recording minutes
of the Chamber’s monthly meetings and other correspondences as deemed
appropriate and necessary by the President and Board of Directors. The
Secretary may be re-elected for a total of five (5) full terms.
Treasurer – The Treasurer shall be responsible for the
safeguarding of the funds of the Chamber and for their
proper disbursement. Such funds shall be kept on deposit in financial
institutions or invested in a manner approved by the Board of Directors.
The Treasurer may be re-elected for a total of five (5) full terms.
Section 2 - Vacancies
In the event of vacancy in the office of President, the Vice President shall
serve as acting President for the remainder of the term of office. A vacancy in
the office of Vice-President, occurring other than in the ascendancy of the
Vice-President to acting President, shall be filled by presidential appointment
to complete that term. A vacancy occurring in the office of Secretary or
Treasurer shall be filled by presidential appointment to complete that term.
Article VI – Election of Officers and Directors
Section 1 – Nominating Committee
At the June Board meeting, the President shall appoint three (3) directors
to comprise the Nominating Committee. The Nominating Committee shall survey the
general membership to identify members desiring to serve as the officers and
directors to be elected.
No later than fourteen (14) days prior to the Annual Meeting in October, the
Nominating Committee shall present to the Executive Director a list of all
candidates for offices and open directorships. Each candidate must be an active
member in good standing and must have agreed to accept the responsibility of an
office or directorship.
Section 2 - Publication of Nominations
The Executive Director shall notify the membership by mail, at least
10 days prior to the Annual Meeting, the names of persons nominated as
candidates for offices and directorships. The slate of nominees shall be
presented to the general membership at the Annual Meeting.
Section 3 – Additional Nominations
Additional nominations from the floor will be accepted at the Annual
Meeting.
Section 4 – Voting
Soon after the October general membership meeting, a ballot listing all
candidates for office or directorship shall be mailed to each member in good
standing. Ballots shall be counted by a three (3)-member Tellers Committee
appointed by the President prior to the regular general membership meeting in
November.
Section 5 – Seating of New Officers and Directors
All newly elected officers and directors shall be seated at the
regular January Board meeting.
Article VII– Committees
Section 1 – Committee appointment and authority
Standing committees shall include Economic Development, Membership,
Publicity and Marketing, Awards and Special Recognition, Education and
Technology, Program Planning, Health and Environment, Transportation,
Legislative, Poke Sallet Festival, and Christmas Parade.
The President shall appoint chairs of the established standing committees at
the January general membership meeting. The President may appoint such ad
hoc committees and their leaders as deemed necessary to carry out the works of
the Chamber.
Section 2 – Duties of Committees
Economic Development – This committee is responsible for identifying
resources for the economic development of Harlan County, including the promotion
of new and existing businesses, industries, and tourism.
Membership Committee - This committee is responsible for the growth
and retention of the membership.
Publicity and Marketing – This committee is charged with identifying
new marketing and publicity strategies for the Chamber and with promoting Harlan County.
Program Planning Committee – This committee is charged with obtaining
speakers, consultants, and facilitators for internal leadership growth and for
organizing additional membership activities and events.
Awards and Recognition Committee – This committee is charged with
celebrating the successes of the Chamber, its members, and the local community.
Education and Technology– This committee is charged with promoting
education, including technical training. The committee will monitor
important issues relating to education and identify ways and means for the
Chamber to assist with education at all levels.
Health and Environment – This committee will work for a cleaner and
healthier Harlan County by identifying problems and addressing them through
educational programs, public awareness, and locating appropriate agency
assistance.
Transportation – This committee is charged with striving for continued
improvement of all elements of transportation that affect Harlan County’s
residents, businesses, and industries.
Legislative – This committee is charged with monitoring legislative
activities important to Harlan County at the local, regional, state and national
levels and alerting the Chamber to strategy
for action favorable to Harlan County.
Christmas Parade Committee – This committee will be responsible for
planning and managing the Christmas Parade.
Section 3 – Limitation of Authority
No action by any member, committee, division, 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 of Directors.
Article VIII– Finances
Section 1 – Deposits
All money paid to the Chamber shall be placed in a general operating fund or
other designated account(s) in such banks, trust companies, or other
depositories as the Board of Directors may select. Funds unused from the
current year’s budget shall be placed in a reserve account or carried over to
the next year.
Section 2 – Disbursement
Upon approval of the budget, the Executive Director is authorized to make
disbursements on accounts and expenses provided for in the budget without
additional approval of the Board of Directors. Disbursements (checks) shall
require the signatures of two (2) of the following: Executive Director,
President, or Treasurer
Section 3 – Fiscal Year
The fiscal year of the Chamber shall be July 1st through June 30th.
Section 4 – Budget
After installation the new Board of Directors and Officers, the
Executive Committee and Executive Director shall prepare a budget for the coming
fiscal year and submit it to the Board of Directors for approval no later than
the month of February.
Section 5 – Annual Audit
A committee shall audit the financial accounts of the Chamber of
Commerce annually. The Board of Directors shall appoint three (3) members of the
Chamber, a least one of whom shall have accounting experience, to conduct the
audit. When deemed necessary and appropriate, the Board of Directors may employ
an outside auditor to conduct such audit. Appointment to the Audit Committee
shall be at the June meeting, with the audit to be completed within 3
months of the end of the fiscal year.
Section 6 – Bonding
A fidelity bond, in an amount set by the Board, shall be purchased to bond the Executive Director and such other Officers and staff as the
Board of Directors designate.
Section 7 - Contracts
The Board of Directors may authorize any officer or officers, agent or their
designees, to enter into any contract or execute and deliver any instrument on
behalf of the Chamber, and such authority may be general or confined to specific
instances. This authority in no way conflicts with the authority of the
President to enter into agreements as set forth under the obligations and duties
of an officer.
Section 8 - Loans
No loans shall be contracted on behalf of the Chamber and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.
Article IX– Dissolution
Section 1 – The Chamber shall use its funds only to accomplish the
objectives and purposes specified in these bylaws and no part of said funds
shall inure, or be distributed, to any member of the Chamber. On
dissolution of the Chamber, any funds remaining shall be distributed to one or
more regularly organized and qualified organizations selected by the Board of
Directors and defined in IRS Section 501(c)(3) or 501 (c)(6).
Article X – Amendment
Section 1 - The By-Laws may be amended by a two-thirds (2/3) majority
vote of the general membership attending a regular or special meeting, the
amendment having been published in advance and introduced
at a regular meeting of the membership no less than fourteen (14) days prior.
Article XI – Parliamentary Procedure
Section 1 – Parliamentary authority
The current edition of Robert’s Rules of Order shall be the final source
of authority in all questions of parliamentary procedure when such rules are
consistent with the charter or by-laws of the Chamber.
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