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Clinton Area Chamber of Commerce, Inc.
The objects and purposes of this organization shall be to promote the general economic welfare of Clinton, Arkansas, and in particular the Industrial and Commercial welfare of Clinton and the surrounding areas; to encourage and assist in public improvements of all kinds; including streets, highways, sewers, public buildings, and any and all things which are for the public good; locating schools, colleges, libraries, and all things which look toward higher and better educational advantages, to encourage and promote the commercial and industrial activities in such a manner as would best to serve the business community; to protect the industries we have: to locate and bring in new industries; to buy or otherwise acquire, own, develop, sell or transfer property, real or personal, to borrow money, issue bonds or other instruments of indebtedness, and execute mortgages or deeds of trust to secure same: to acquire, preserve and disseminate valuable business information, organize and conduct any bureaus of exchanges which the Board of Directors may consider beneficial or necessary to Clinton and surrounding areas, and for the best interest of this organization; and said organization shall have full power to do any and all things considered necessary to accomplish these purposes and objectives.
Limitations of Methods:
This Chamber shall conduct its business on a basis as nonprofit, non-partisan, non-sectional and non-sectarian.
Dissolution of the Clinton Area Chamber of Commerce, Inc.: Upon the dissolution of the chamber, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the chamber, dispose of all the assets of the chamber exclusively for the purpose of the chamber in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under the section 501 © (3) of the Internal Revenue Code of 1954 ( or the corresponding provision of any future United States Revenue Law ), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Van Buren County where the Chamber is located, exclusively for such purpose or to such organization, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 1A: Eligibility For Membership:Any person, corporation, partnership, business firm, estate, or association, of good reputation, has not filed bankruptcy in the past three years and interested in the objects or purposes of the Clinton Chamber of Commerce, shall be eligible for membership upon election by the Board of Directors.
Section 2A: Classes of Membership: There shall be two classes of membership- active and honorary. Applicants for membership such as described in Section 1A of the article, shall be classified as active Any person who has rendered outstanding service to the local community or to the Clinton Area Chamber of Commerce , Inc. shall be eligible to honorary membership.Election of any person to honorary membership shall be within the discretion of the Board of Directors, exclusively, and in each instance can be conferred by unanimous vote only, at any meeting duly called and at which a quorum is present.Rights and privileges of honorary membership shall be the same as those of active membership-except those of voting and office holding.>Honorary members shall not be required to pay membership dues.
Section 3A: Election to Membership: All membership applications received shall be submitted as promptly as may be found practicable to the Board of Directors, with the staff’s recommendation in regard thereto, and election to membership shall be within the power of the Board of Directors exclusively.
Section 4A: Method of Applications: Each applicant for membership shall make application in writing, stating corporate, firm or individual name of membership desired, and agreeing, if admitted, to conform to the Chamber’s Constitution and Bylaws, and the rules and regulations adopted from time to time by the Board of Directors.A year’s dues must accompany any membership application.
Section 5A: Membership Dues: It is specifically provided in the dues schedule that total annual dues of each member shall be based upon volume of business.Membership dues shall be payable by January 31st of each year.The Executive Director may approve alternate method of payments.The Board of Directors shall approve any changes in the dues schedule other than a simple cost of living increase.
Section 6A: Forfeiture of Membership: Any membership upon which dues have not been paid for a period of two months shall not be entitled to vote, and if the dues are in arrears for a period of three months, the membership may be forfeited. Forfeiture of membership shall not relieve the holder for any contract obligation with the Chamber of Commerce nor his contract to pay dues for any stipulated period.
Section 7A: Reinstatement of Forfeited Membership: Any membership forfeited for non-payment of dues and where one year’s dues or less are owed shall be immediately restored upon payment of said dues, provided such payment is made within one year from the date of the forfeiture.
Section 8A: Suspended Membership: Any member may be suspended or expelled by resolution endorsed by three or more members, which resolution shall set forth the reason therefore, and the same shall be submitted in writing at a regular meeting of the Board of Directors.It shall then be referred to a special committee of board members. A copy of the charges shall be furnished to the member.Said committee shall investigate and report thereon at the next regular meeting, after haven given the member a hearing of the executive board, not to include the executive director, at which time a vote shall be taken by ballot, and a majority vote of the Board of Directors shall be necessary to suspend or expel such member.
Section 9A: Membership on Continuous Basis: All memberships shall be on a continuous basis from year to year upon payment of dues without renewal and shall automatically continue in full force until changed or canceled by the member through the filing of written notice to the Executive Director. Any member may resign at any time he/she so desires by submitting written notice of such resignation to the Executive Director accompanied by full payment of all membership dues that are payable under his/her membership, up to day of resignation.
Section 1A: Regular meetings of the membership shall take place upon dates determined by the Executive Director and approve by the directors. The Board of Directors shall call a membership meeting when deemed necessary. The membership may call a special meeting by presenting a petition signed by not less than 10% of the membership to the executive director.
Section 1B: The annual meeting of the Chamber shall be held as early as practical following the close of the fiscal year which is hereby declared to extend from January 1 to December 31, inclusive. Whenever possible, the annual meeting shall be held in January.
Section 2A: The government of the Clinton Area Chamber of Commerce, Inc. shall be vested in a board of fifteen (15) directors. Up to five (5) directors shall be elected annually at the regular meeting in December for a period of three (3) years, and will take office on the following January.
A member of the Board of Directors shall not be eligible for re-election until after the lapse of one year from his/her term as Director. The Board of Directors shall be authorized to adopt such rules and regulations as may be deemed advisable for the government of the Board, the proper conduct of the business of the Chamber of Commerce and the guidance of all committees, officers and employees, Members of the Board have the power to do whatever, in their judgments, may be calculated to increase the efficiency and add to the usefulness of the Chamber, and to carry out the main purpose of the organization, providing such actions shall not be in conflict with the provisions of these bylaws. They shall meet regularly at such time and place as may be determined by them.
Individuals in a single slate balloting of the membership shall elect the Board of Directors. A nominating committee of not less than five (5) members shall be appointed by the Executive Director whose duty it shall be to nominate from the members of the Chamber five (5) members on a single slate to be voted on. The Executive Director shall convey to all members of the Chamber a list of the nominees filed with him. All voting shall be by ballot. All voting shall be by members in good standing. At the January board meeting, the Directors shall meet and elect officers for the ensuing year as follows: A President, a Vice President and a Treasurer. All officers must be members of the Board of Directors, except the Secretary and the Treasurer, who may or may not be members of the Board of Directors.The Board of Directors may employ an Executive Director, whose compensation shall be determined by the Board.The Executive Director shall also serve as Secretary to the Board.
Section 3A: The following, due to the position and status they hold in the county, are to be ex-officio members of the Board of Directors without voting privileges. The Van Buren County Judge, the Mayor of Clinton, The State Senator and State Representatives, and such other individuals as the Board may from time to time wish to include and duly elect.
Section 4A: Continuation of Term of Office: All Directors and officers of the Chamber shall continue to hold their office until successors are elected and qualified unless otherwise provided.
Boards of Directors Meeting: A special meeting of the Board of Directors may be called at any time by the President, or by any three (3) Directors; providing that when called by other than the President, a call shall be issued to every Director stating the purpose of the meeting. At all meetings of the Board of Directors, Nine (9) Directors shall constitute a quorum. Absence from four (4) consecutive regular meetings without valid excuse and so recorded by the Board of Directors shall be construed as a resignation.
Section 1A: Department of Division: Creation of Departments: The Board of Directors may by resolution adopt such plan of procedure, as it deems necessary to enable this organization to function properly.
Section 2A:Executive Committee: The Executive Committee shall be composed of the President, as Chairman, the Vice President, The Treasurer, immediate past President, and the Executive Director. It shall be the function of the Executive Committee to act, when considered necessary by the President, in executive capacity between the meetings of the Board of Directors, upon matters requiring immediate attention in cases where it seems impractical to call a special meeting of the board of Directors. The Executive Committee shall have charge of the routine business of the Chamber. It shall have charge of the finance and property of the Chamber. The Board of Directors may, from time to time, delegate such other powers and functions to the Executive Committee, as the Board may deem advisable.
Section 3A: Special and Standing Committees: The Board of Directors shall authorize and define the powers and duties of all standing and special committees, except those committees whose functions are set forth in these bylaws. Committee appointments shall be at the pleasure of the President and in no event shall exceed the term of the appointing President.
It shall be the function of the committees to make investigations, conduct hearings, make recommendations to the Board of Directors, and to carry on activities as may be delegated to them by the board. They shall examine and report on such subjects as may be referred to them by the Board or by the Chamber and they may originate and report to the board such views, as they deem proper for its consideration.
No committee shall take or make public any formal action, or make public any resolution, or in anyway commit the Chamber of Commerce on a question of policy, or on matters of general interest, without having first received the approval of the Board of Directors and of the membership.
The president shall discharge special Committees when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors,
Section 1A: Duties of Officers:
President: The principal officer of the Chamber shall be President, who shall preside at all membership meetings and meetings of the Board of Directors. He/She shall be the Chairman of the Executive Committee. He/She shall perform all duties of his/her office and advise such action, as he/she may deem necessary to increase the efficiency and usefulness of the Chamber. The President shall hold office for a term of one (1) year. He/She shall have authority and power to sign all notes, contracts, and other obligations of the Chamber, and to execute deeds, mortgages, or deeds of trust when authorized by the Board of Directors. His/Her signing of such documents shall be attested by the Executive Director, or in the case of his/her absence or disability by the Vice President, or Treasurer.
Section 2A: Vice President: The Vice President shall serve as a member of the Executive Committee and shall act in the absence or disability of the President.
Section 3A:Treasurer: The Treasurer shall be the custodian of the funds of the Chamber. HE/She shall require that all incoming funds be transmitted first to the Chamber’s office where the Executive Director shall record, or caused to be recorded, a record of all payments of funds to the Chamber before such funds are deposited to the chamber’s credit in the regular depository. Monthly financial reports shall be made by he/she shall be required to give acceptable bond. At the end of said term of office, he/she shall deliver to the Board all books, papers, records and property of the Chamber, which may be in his/her possession.
Section 3A1: Secretary: The Executive Director shall do the secretarial duties and shall keep accurate record of the meetings of the Chamber, of the Board of Directors, and of Executive Committee and shall perform such other duties as the board of Directors may direct. The Executive Director shall also collect and turn over to the Treasurer all dues and any other funds which may become due and payable to the chamber.
Section 3A2: Except by a two-third (2/3) vote of the Board of Directors to the contrary, the Vice President shall be moved into the position of President. This will become effective as early as possible in the fiscal year. The three-year Board of Director term shall be waived for members of Executive Committee.
Section 4A: Executive Director: The Executive Director shall be the chief administrative officer of the Chamber. It shall be the duty of the Executive Director to conduct the official correspondence, preserve all bonds, documents and communications, keep books of accounts, and maintain accurate record of the proceedings of the Chamber, the Board of Directors and all committees. The business management of the Clinton Chamber of Commerce, Inc. shall be the responsibility of the Executive Director.
The Executive Director shall operate within the framework of the budgets established, programs adopted, and policies developed by the Directors. He/She shall submit a financial statement and written report of the year’s work at the close of each fiscal year. He/She shall have general supervision over all employees of the Chamber. He/She shall perform such duties as may be designated to his/her office, subject to the direction of the Board of directors.
The Executive Director may assist the Treasurer with the latter’s duties. The Board shall review the work of the Executive Director at the end of each year, and affix the compensations for hi/her services for the coming year.
Section 5A :The Directors shall have the management and control of all the affairs of the organization. They shall meet at least once a month, at such times as they may determine, and majority of the directors shall constitute a quorum. Special meeting of the Directors may be called by the President or the Executive Committee, and shall be called, upon the written request of eight directors, at any time. The Directors may adopt and amend rules and regulations for the government and proper conduct of the organization. Any Director who is absent from four successive regular Board Meetings shall automatically cease to be a Director without notice or action on the part of the board, and a majority of the remaining members of the Board shall appoint another member to serve as Director during the unexpired term.
By request, in writing of twenty five (25) general members in good standing, the Board of Directors shall, or upon its own initiative may, submit a question to the membership for referendum vote. Briefs stating both sides of the question shall accomplish the ballot for the vote. When so stated in the request, action taken thereon by the membership shall be final and shall bind the Board of Directors. A referendum submitted to the members shall be returned within five (5) from the date of issuance.
Section 1A: Disbursements: All disbursements shall be by check, except small expenditures from petty cash. No appropriation or expenditure of money shall be authorized other than the approved budget, except by the Executive Committee or Board of Directors.
No Director, officer, member, or employee of the Chamber without authority, shall contract any obligation or incur any debt on behalf of the Chamber unless such expenditure has been approved by the board and /or is a budget item. Nothing in this article shall require direct action by the Executive Committee or the Board to permit disbursements for routine and legitimate expenses under a previously approved program of work and budget of the Chamber of the Current year.
Article VIII
Section 1A: Amendments: The Constitutions and Bylaws may be amended by two-thirds vote of the members present at any duly called membership meeting, provided notice of the proposed changes has been conveyed by the Executive Director to each member not less than ten (10) days prior to such membership meeting. All proposed amendments should first receive the approval of the Board of Directors.
Section 1A: Resignation of Officers or Directors: Upon the resignation of the President, the Vice President shall become President. Upon the resignation of the Vice President or Treasurer then the Board of Directors shall fill such vacancies. Any vacancies created by resignation of a member of the board of Directors shall be filled by appointment of the President and ratified by the Board of Directors. Any person so appointed and approved shall serve the remainder of the unexpired term.
Section 1A: Continuity and Security of Organization: This constitution and bylaws shall take effect upon its adoption. No interruption of the organization shall result from the adoption of this constitution and bylaws, but all officers, directors, divisions or departments, committee members, and employees, now constituting or connected with the organization, shall continue their elected term of office and exercise their respective function under the organization, except as the provisions of this constitution and bylaws may require changes: and all existing membership, property, and rights of the chamber shall automatically continue to be vested in the organization fully and completely without further formally, action or transfer. Section 2A: Security: A copy of this constitution and bylaws and all shall be presented to every member of this organization, and also to all succeeding new members. The original copy of this document and all succeeding amendments shall be preserved in the permanent archives of this organization.