By-Laws These By-Laws are Being Rewritten and this page will be updated when they are done.
ARTICLE 1 - GENERAL
Section 1 Name: This organization is incorporated under the laws of the state of Kansas and shall be known as the Tri-Cities Chamber of Commerce Ltd, hereinafter referred to as The Chamber.
Section 2 Mission: This corporation is organized as a 50 I (c) 6 not-for- profit under the laws of the state of Kansas and the objects and purposes to be transacted and carried on are:
a. To develop and promote the advancement of the civic, commercial, industrial, and agricultural interests of the Cities of Milton, Norwich, Suppesville and the surrounding territory;
b. The promotion of the general welfare and prosperity of the area, and the stimulation of public sentiment to these ends;
c. The providing of such social and cultural features as will promote these purposes.
Section 3 Office: Until changed, pursuant to the provisions of law relating thereto, the registered office of this corporation shall be 238 S Main St, PO Box 95 Norwich, Ks 67118.
Section 4 Limitation of Methods: The Chamber will not engage in any activity or program which could affect its status as a not-for-profit organization under Section 50l(c) 6 of the Internal Revenue Code.
ARTICLE II - MEMBERSHIP
Section 1 Nondiscrimination: The Chamber does not discriminate in membership in any matter on the basis of age, race, gender, religion, ethnicity, national origin, sexual orientation, or disability.
Section 2 Eligibility: Any person or entity interested in supporting the Chamber's principles, mission and programs may apply for membership.
Section 3 Application: Applications for membership shall be in writing on forms provided for that purpose and signed by the applicants. Payment of membership investment, as provided in Article 2- Section 4, is required prior to acceptance.
Section 4 Dues Investment: Each member shall pay dues as determined by the Board of
Directors hereinafter referred to as The Board, for each fiscal year of membership.
Section 5 Membership: Membership must be approved by the Board and shall consist of two types: Regular and honorary.
a. Regular membership - any reputable person of an association, corporation, partnership, sole proprietorship, estate or trust; an employee or representative of a member who shall be entitled to the same privileges of regular membership; any reputable non-business person interested in promoting the community, its businesses, organizations and clubs, and community events; a minister or other representative of any local church.
b. Honorary membership - the Board shall have the right to nominate honorary members. Election to honorary membership shall require the majority vote of the members present at a regular membership meeting. Annual membership dues shall not be required of honorary members.
Section 6 Transfer of Membership: A member contact can be transferred to another member contact within the same business or organization. A business membership cannot be transferred from one business to another.
Section 7 Members in Good Standing: Members in Good Standing are those who have paid all obligations to the Chamber and do not have outstanding debts over 90 days in arrears.
Section 8 Termination: A member may terminate Chamber membership through resignation or expulsion. The termination of a membership shall work a forfeiture of all interest of the member in and to the property of the corporation, and the member shall thereafter have no right thereto or any part thereof.
Resignation - A member may resign by submitting a written resignation to the Board.
Expulsion - The Board will expel a member for failure to pay or make arrangement for paying dues within ninety-days (90) of the initial dues notice.
Section 9 Voting: Each Regular member in Good Standing shall be entitled to cast only one vote.
Section 10 Reinstatement: The Board may reinstate any former member of the Chamber upon terms and conditions as it may deem fit.
ARTICLE III - MEETINGS
Section 1 Membership Meetings: The Chamber will hold a minimum of 9 monthly meetings per year at which business can be conducted and a vote of the membership taken, if necessary. The membership will be notified at least two weeks in advance by electronic mail of the matter to be decided by vote at a monthly meeting or any other meeting that may be called. The Chairperson of such committee may call committee meetings from time to time. The members present at any regular, or special meeting of the membership shall constitute a quorum.
Section 2 Board Meetings: The Board may meet from time to time at the discretion of the President or upon request of at least three (3) members of the Board. Notice shall be given to all Board members at least one day prior to the date of such meetings. A majority of the Board presents; including at least the President or President-Elect, at any meeting of the Board shall constitute a quorum.
Section 3 Parliamentary Procedure: Meetings of the Chamber will be governed by the parliamentary rules as outlined in Robert's Rules of Order Newly Revised in all cases where current by-laws do not apply.
ARTICLE IV - BOARD OF DIRECTORS
Section 1 Composition: The Board consists of seven (7) members, including the President, President-Elect, Secretary, Treasurer, and three Directors.
Section 2 Terms: The President will serve for no more than one (1) three-year term. A period of one year after the end of the President’s term must elapse before such person may be eligible for election to the Board.
The President-Elect will serve for no more than one (1) three-year term. The President-elect will then assume the term of President at the end of such term.
Secretary and Treasurer will be 1-year term with option for continuous
Directors will be elected to staggered two-year terms. A Director shall not be elected to more than two consecutive two-year terms not including any partial term filled by Board Appointment. A period of one year after the end of the director's term must elapse before such person may be eligible for election to the Board.
Section 3 Duties: The government and policy-making responsibilities of the Chamber shall be vested in the Board Members which shall control its property, be responsible for its finances and direct its affairs. Without prejudice to such general powers, but subject to the same limitations, the Board Members shall have the powers to:
Alter, amend or repeal the by-laws of the corporation
Conduct, manage and control the affairs and business of the corporation, and to
make such rules and regulations therefore not consistent with the law, or with the
Articles of Incorporation or the By-laws, as they may deem best.
Change the principal office for the transaction of business of the corporation from one location to another.
Approve and order all disbursements of any funds of the Chamber of Commerce or any bureau or subsidiary organization of the Chamber of Commerce.
Refer by majority of the Board such decisions to the membership for a non-binding vote.
Section 4 Attendance: A member of the Board who misses three (3) membership meetings consecutively within a fiscal year shall automatically be dropped from membership on the Board. A member of the Board may be reinstated by a majority vote of the Board.
Section 5 Vacancies: The Board will, as soon as possible, fill the unexpired term of any Director or Officer vacancy at any meeting in which Board members have had ten (10) days written notice of the vacancy or where Directorship is lost due to absence.
ARTICLE V - EXECUTIVE OFFICERS
Section 1 Duties:
President- The Chamber President will:
Preside at all membership, Board and Executive Committee meetings;
Subject to Board approval, and with the President-Elect's advice and counsel, establish Board responsibilities; and
Subject to Board approval, and with the President-Elect's advice and counsel, continue, modify or discontinue existing committees, create new committees in appropriate circumstances, and select all committee chairpersons.
President-Elect- The President-Elect will:
Exercise the President's powers and authority and perform the President's duties in the President's absence or disability; and
Serve as Chairman of the Chamber's Program of Work Committee.
The President-Elect and the Program of Work Committee are responsible for ensuring:
The Chamber's program activities are within the scope of its mission; and those program’s are effectively responding to the Tri-Cities' business and community needs.
Treasurer- The Treasurer will:
Be responsible for the safeguarding of all funds received by 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.
Give a monthly Financial Report to be made to the Board.
Secretary- The Secretary will:
Provide appropriate documentation of the minutes of all meetings with the distribution for publication.
Maintain all other Chamber documentations.
Section 2 Executive Committee: The Executive Committee shall act for and on behalf of the Board when the Board is not in session but shall be accountable to the Board for its actions. It shall be composed of the President, President-Elect, Secretary, and Treasurer.
ARTICLE VI - ELECTIONS
Section 1 Publicizing Nominations and Right of Petition: The President-Elect will notify membership in January of the date and ask for suggested nominations to be forwarded to the Nominating Committee, which the President-Elect will select.
Section 2 Slate of Candidates: The Nominating Committee will meet to review the nominations and prepare a slate of candidates to fill the number of seats on the Board. Such nominees must be a Chamber member in good standing and must have agreed in advance to accept Board responsibilities. The Nominating Committee will present its slate of candidates to the Board by its regular February Meeting.
Section 3 Approval of Slate: If there are more nominees than board member openings then by use of secret ballot, votes shall be cast at the regular March meeting for such positions with winning candidates receiving a simple majority and shall be declared elected by the Board. In
Case of a tie, those candidates shalt be put to a vote of the Board until all positions are filled. The decision of the Board with regard to any questions arising out of such elections or matters pertaining to the elections shall be final.
Section 4 Seating of New Directors: All newly elected Board members shall be seated at the regular April meeting and shall be voting members commencing May 1. Retiring directors shall continue to serve through April 30.
ARTICLE VII - FINANCES
Section 1 Fiscal Year: The Tri-Cities Chamber of Commerce fiscal year is January I
Through December 31.
Section 2 Financial Management: Financial resources of The Chamber are the responsibility of the Board. The Board will:
a. Have a clear plan for acquisition of financial resources to pay for the programs and
Services provided by The Chamber.
b. Provide, guidelines for management and allocation of financial resources, which will produce optimum benefit for those, we serve.
c. Monitor and evaluate the financial plans and guidelines of the Chamber to ensure the financial integrity of the Chamber.
Section 3 Disbursement & Expenditures of Funds:
No disbursement or expenditure of funds shall be made unless the members of the Board have approved the same. All disbursements shall be made by check with two signatures required from the Executive Committee.
ARTICLE VIII - AMENDMENT TO BY-LAWS
Section I Revisions: The Chamber by-laws may be amended or altered by a majority vote of the Board at any regular or special meeting of the Board, provided notice of such changes have been given in writing at least five (5) days before the meeting.
ARTICLE IX - MISCELLANEOUS
Section 1 Stocks: The Chamber shall not have the power to issue stock.
Section 2 Nonpartisan: The Chamber, in its activities, shall be nonpartisan and nonsectarian. It shall not by resolution or otherwise be committed to the support or endorsement of any candidate for public office.
Section 3 Compensation of Service: No officer or director shall draw compensation for his/her services. Officers and directors may be compensated for actual expenses incurred on behalf of the Chamber, with the prior approval of the Board.