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BY-LAWS
2nd REVISION
March, 2006
By-Laws Committee
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By-Laws
IMPORTANT NOTICE
Every attempt has been made to verify the accuracy of
the information contained within this publication. In
case of any error of omission, the Harwood Heights
Chamber of Commerce must disclaim all responsibility for
any loss caused by reliance on the information contained
herein. |
ARTICLE I NAME
Section 1.1 The title of this organization shall be “THE
HARWOOD HEIGHTS CHAMBER OF COMMERCE” and it shall be incorporated
under the laws of the State of Illinois. Hereafter it can be
referred to as the Chamber. The Chamber shall be nonprofit,
nonpartisan, nonsectarian and nonpolitical.
ARTICLE II MEMBERSHIP
Section 2.1 Qualifications for membership. Full and complete
membership to and of the Harwood Heights Chamber of Commerce shall
be open to any business owner or employee thereof. Such qualifying
business shall be licensed and registered with the state and/or
local government. Documentation shall be presented at the request of
the board which can include the license, federal tax ID number,
federal tax return, utility bills, commercial invoices and/or
correspondence in the name of the business. Full and complete
membership shall be granted to an active and licensed business
entity and will include rights to vote and hold office.
A Residential Membership is available to persons interested in
participating in the Chamber and learning about business practices.
A Residential Member shall not be eligible to hold office. After
being a member of the Chamber for one year, they will be eligible to
vote.
A Non-Profit Membership is available to non-profit organizations as
determined by the Executive Committee. They will not be eligible to
hold office, but they will be eligible to vote.
A Municipal Liaison Membership is available to an individual
selected by the Village as their representative to the Chamber. They
will not be eligible to vote or hold office.
Section 2.2 Membership in this organization shall consist of
the following types: Silver, Gold, Platinum, Residential, Non-Profit
and Municipal Liaison. Any reputable business firm, individual,
association, corporation, partnership or estate, having interest in
the above objective shall be eligible to apply for membership. This
membership shall become effective upon the payment of annual dues,
in such amount as may be determined by the Board of Directors. Each
active business member shall have one vote.
Section 2.3 SILVER MEMBERSHIP. Having less than (25) persons
employed.
Section 2.4 GOLD MEMBERSHIP. Having twenty five (25) to fifty
(50) persons employed.
Section 2.5 PLATINUM MEMBERSHIPS. Having over fifty (50)
persons employed.
Section 2.6 RESIDENTIAL MEMBERS. An individual who wishes to
support the chamber and become a member.
Section 2.7 NON-PROFIT MEMBERS. Any non-profit organization.
Section 2.8 MUNICIPAL LIAISON. Membership for the Municipal
Liaison shall be free of charge. The Chamber shall recognize the
individual selected by the Village as their representative to the
Chamber.
ARTICLE III TERMINATION
Section 3.1 Any member may resign from the Chamber upon
written notice to the Board of Directors, or be terminated by a vote
of the Board Directors for cause. Eligibility for termination will
consist of non-payment of yearly dues, conduct unbecoming a member
or prejudicial to the Chamber or failure to adhere to Chamber
By-Laws. At the Boards discretion, any board member missing three
(3) consecutive meetings can be asked to resign.
ARTICLE IV VOTING
Section 4.1 At any duly called General Meeting of the
Chamber, two-thirds shall constitute a Quorum. Five (5) director’s
present shall constitute a quorum of the Board of Directors. At
Committee Meetings, one half shall constitute a quorum except when a
committee consists of more than nine (9) members, then five (5)
shall constitute a quorum.
ARTICLE V MEETINGS
Section 5.1 The annual meeting of the Chamber shall be held
annually or at such other time and place as determined by the Board
of Directors. Notice of the annual meeting will be mailed to each
member ten (10) days before said meeting.
Section 5.2 General Meetings of the Chamber may be called, by
the President with notification of the entire board at any time, or
upon petition in writing by ten (10) members in good standing.
Section 5.3 Board Meetings of the Chamber may be called, by
the President or by written application of three (3) members of the
Board. Notice and the purpose of the meeting shall be given to each
Director at least one week prior to the meeting.
Section 5.4 Committee Meetings may be called at any time by
the President or by the Chairman of the committee. Sufficient notice
is required to ensure attendance of the committee members by
choosing an agreed upon date, time and place by the majority of
members.
ARTICLE VI BOARD OF DIRECTORS
Section 6.1 The Board of Directors shall be composed of no
more than fifteen (15) members, including the president and Past
Presidents. Their terms of Office shall be for one year. President,
two (2) Vice Presidents, Secretary, and Treasurer.
Section 6.2 By the February meeting, the President, two Vice
Presidents, Secretary, and Treasurer will be elected.
Section 6.3 By the October meeting, the president, and Vice
Presidents will serve as Chairpersons for the Nominating Committee.
Section 6.4 At the November meeting, Board of Directors and
the nominating committee will present a slate of candidates to
replace the directors, whose terms are expiring, confirming that
they are willing to accept directorship responsibility. Upon receipt
of the report of the Nominating Committee, the Secretary shall
notify the membership, by mail, of the names of the persons
nominated as candidates for directors. A list of the candidate
nominees shall be kept on file in the Chamber office. An eligible
member must be present to accept their nomination and state their
intention whether to accept or reject the nomination.
Section 6.5 After ten (10) days, if the slate is not
contested, the nominees shall be voted on at the next regular
meeting of the Chamber.
Section 6.6 Vacancies on the Board of Directors or Officers
shall be filled by appointment of the President subject to approval
by the Board at the next regular Chamber meeting.
Section 6.7 All policies of the Board will be formalized and
recorded in a manual of procedures for easy reference by the
Officers and Administrative staff. The Board shall adopt such rules
and regulations as may be required to conduct the affairs of the
Chamber.
ARTICLE VII DUTIES OF THE OFFICERS
Section 7.1 The President shall be head of the Chamber and
will preside at all the meetings of the membership and Board of
Directors. He shall, with the counsel and advice of the Vice
Presidents, determine the need for additional committees, subject to
the approval of the Board of Directors. He shall, with the council
and advice of the Vice Presidents, select all committee chairmen,
and assist in the selection of committee personnel. The President
shall serve as Chairman of the Executive Committee. With the
approval of the Board of Directors, he will sign all deeds,
contracts, formal documents, and other instruments affecting the
operation of the Chamber or any of its properties. The President
shall be the spokesperson for the Chamber.
Section 7.2 The Vice President of Membership will be
responsible for recruiting new members. He shall also serve as
Programming Director and arrange after hours functions and events.
Section 7.3 The Vice President of Information will inform the
Chamber of any business changes and happenings of the community.
Section 7.4 The Treasurer shall sign all checks as
authorized. He shall be the technical custodian of all the funds and
shall present a monthly financial report to the Board of Directors
and an Annual Financial Report to the members of the Chamber.
Section 7.5 The Secretary shall act as an agent for the
Treasurer, and be in charge of the general supervision and
management of the Chamber office and business affairs. The Secretary
shall act as agent for service of process, and shall conduct the
correspondence, preserve the records, documents and communications,
keep the books of account, maintain an accurate record of the
proceedings of the Chamber and Board of Directors’ Meeting. The
Secretary shall maintain a statement of all Chamber policies, as
determined by the Board of Directors. He shall recommend a plan
whereby such policies may be re-examined, re-affirmed or rescinded
by the Board of Directors.
Section 7.6 The Executive Committee shall consist of the
President, President Ex Officio, Vice Presidents, Secretary, and
Treasurer. The Executive Committee shall act for the Board of
Directors between regular meetings of the board or in the absence of
a quorum. A quorum of any three (3) of the Following: President,
Vice Presidents, President Ex Officio, Secretary and Treasurer must
be required, before the officers can go into session.
ARTICLE VIII COMMITTEES
Section 8.1 The President shall appoint all committees,
subject to confirmation by the Board of Directors. The Board shall
authorize and define the powers and duties of all standing and
special committees, whose functions are set forth in these by-laws.
Section 8.2 It shall be the function of the committee to make
investigations, conduct studies and hearings, and make
recommendations to the Board of Directors and to carry on such
activities as may be delegated to them by the Board.
Section 8.3 No committee shall take or make public any formal
action, make public any resolution, or in any way commit the Chamber
on a question of policy without first receiving approval of the
Board of Directors. Failure to adhere to this policy will subject
each member of the committee to termination as described in Section
3.1. Special committees shall be discharged by the President when
their work has been completed and reports accepted, or when, in the
opinion of the Board of Directors, it is deemed wise to discontinue
the committee.
ARTICLE IX BUDGET AND FINANCE COMMITTEE
Section 9.1 A Budget and Finance Committee shall be appointed
annually by the President. The Committee shall from time to time
advise the Board of Directors with respect to the financial
condition and financial policies of the organization. They shall
suggest ways and means of conserving and increasing revenues.
Section 9.2 All money paid to the Chamber shall be placed in
a general operation fund, unless specifically designated for another
purpose by the Board.
Section 9.3 No obligation or expense shall be incurred and no
money shall be appropriated without prior approval of the Board of
Directors. Disbursements shall be by check. The following two (2)
officers shall normally sign checks: President and/or Treasurer
and/or Secretary.
Section 9.4 An Audit Committee shall be chosen from the
membership to review all finances of the Chamber. The committee
shall consist of three volunteers from the Chamber membership. The
audit of the past fiscal year (calendar year January to December)
shall be reviewed and completed no later than by the March meeting
of the new year. A presentation of Chamber finances shall be made at
the March meeting of the current new year by the committee. The
President and Treasurer or any other board members are not to serve
on the Audit Committee.
ARTICLE X FISCAL YEAR
Section 10.1 The fiscal year of the Chamber shall close on
December 31st. The Treasurer shall make an annual financial report
for the prior fiscal year to the Board of Directors, no later than
the April meeting of the Chamber in the current fiscal year.
Section 10.2 Membership Dues. In reference to Section 2.2,
dues are payable in full for membership in the Chamber in the
current calendar/fiscal year. Dues over $50.00 may be prorated at no
more than a discount of one quarter of the current calendar year.
Current members are required to pay membership dues for renewal by
March 31st in the current fiscal/calendar year. Failure to pay
membership dues will include termination from Chamber and from any
office held, and cancellation of voting privileges.
ARTICLE XI AMENDMENTS
Section 11.1 All proposed amendments to these By-Laws shall
first receive the approval of the Board of Directors. These By-Laws
may be amended or altered by a two-thirds vote of the entire Board
of Directors or by a two-thirds vote of all eligible members at a
special meeting of the Chamber for that purpose. Proper official
notice is required to all eligible voting members. The official
notice shall be by E-mail or by USPS mail and USPS postmarked no
less than 10 days and no more than 30 days prior to the special
meeting.
ARTICLE XII DISSOLUTION
Section 12.1 The Chamber shall use its funds only to
accomplish the objectives and purposes specified in these By-Laws,
and no part of said funds should be 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 be the Board of Directors.
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