(Revised May 2017)
Section 1: Name and Area
This organization is incorporated under the laws of the State of Illinois and shall be known as the Cary-Grove Area Chamber of Commerce (“Chamber”). The Chamber shall focus on Cary, Fox River Grove, and all surrounding communities, and/or unincorporated areas, so designated.
Section 2: Purpose
The Chamber is dedicated to provide support to the growth and development of the business community and to continually improve the quality of life for those who live and work in the Cary-Grove Area.
Section 3: Nonpartisan
The Chamber shall be nonsectarian, nonprofit and nonpartisan and shall not endorse individual candidates for appointive or elective offices. No member of the Chamber shall in any way comment for the Chamber on a matter of public policy without first receiving approval of the Board of Directors. The Chamber may endorse or take a position on a public issue, upon a majority vote of the Board of Directors. The Chamber will not accept any political advertising in its publications.
Section 4: Limitation of Methods
The Chamber also has such powers as are now or may hereafter be granted by the General Not For Profit Act of the State of Illinois, as defined in section 501 (c) (6) of the Internal Revenue Code, as amended.
No officer, board member or committee member shall make public any formal action, or make public any resolution, or in any way commit the Chamber on a question of policy without first receiving formal approval of the Board of Directors.
Section 5: Location
The Chamber shall have and continuously maintain in this state a principal office situated at an address designated by the Board of Directors.
Section 1: Eligibility
Any reputable business firm, individual, not for profit association, Governmental Agency, Corporation, partnership, or estate having an interest in the above purpose shall be eligible to apply for membership.
Section 2: Election
Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. The Executive Committee shall review all applications and submit them to the President of the Board of Directors, with a recommendation. Election of members shall be by the Board of Directors at any meeting thereof. A majority vote of the directors present at a Board of Directors meeting shall be required to accept any application for membership. Any applicant so elected shall become a member upon payment of the regularly scheduled dues as provided in Section 3 of Article II.
Section 3: Dues
Membership dues and administrative fees shall determined by the Executive Board and shall be paid on an annual basis for membership to be kept current.
Section 4: Voting
In any general membership proceeding in which voting by members is required, each business firm, individual, not for profit association, corporation, partnership or estate, shall have one (1) vote.
Section 5: Honorary Membership
The Board of Directors may consider any reputable person or organization for honorary membership in the Chamber. Such honorary membership shall have all the rights and privileges of active members except the right of membership on the board and the right to vote, and shall be exempt from all dues and assessment fees. The Board of Directors, by a majority vote, may revoke an honorary membership.
Section 6: Resignation
Any member may resign from the Chamber at any time with notice. Such resignation shall not relieve the member of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. No refunds will be issued.
Section 7: Expulsion
Any member, elected or appointed officer shall be expelled by a two-thirds vote of the Board of Directors for nonpayment of dues, assessments or other charges after ninety (90) days from the due date, unless otherwise extended for good cause.
Any member, elected or appointed officer, may be expelled by a simple majority vote of the Executive Committee, after notice and opportunity for hearing, for refusal to comply with the Bylaws, for conduct unbecoming a member or prejudicial to the aim or repute of the Chamber, or for any actions considered by the Executive Committee to be detrimental to the best interest of the Chamber.
Committee meetings may be called at any time by the President, Committee Chairperson, or by the Executive Director
Section 1: Annual Meetings
The annual meeting of the Chamber shall be held in January by the Board of Directors and notice thereof sent to each member at least ten (10) days before said meeting.
Section 2: Purpose of Annual Meeting
The purpose of the annual meeting shall be to report to the membership the accomplishments and activities of the previous year: to recognize services rendered by retiring officers and directors, and by such other members designated by the President of the Board of Directors and to transact such other business as may be considered of interest to the members.
Section 3: Additional Meetings
The President may call general meetings of the Chamber at any time, or upon petition in writing of sixty six percent of the members in good standing. Notice and purpose of special meetings shall be given to each member at least five days prior to such meetings.
Board meetings may be called by the President of the Board of Directors. Notice (including the purpose of the meeting) shall be given to each Director at least five (5) days prior to said meeting.
Committee meetings may be called at any time by the President, Committee Chairperson, or by the Executive Director.
Section 4: Quorums
At any duly called general meeting of the Chamber, ten percent (10%) of the members in good standing shall constitute a quorum. In the absence of a quorum of the general membership, a majority of the Board of Directors shall constitute a quorum at any meeting. At committee meetings, a majority shall constitute a quorum except when committee consists of more than nine (9) members; five (5) shall constitute a quorum.
Section 5: Notices
Written or printed notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be sent by mail or email no less than one (1) day before the meeting. Notice of all meetings of the Board of Directors shall be given at least five (5) days prior to the date of the meeting. An agenda must be prepared for all meetings and must be kept and sent to the Secretary for maintenance of recorded minutes.
Section 6: Robert's Rules of Order
All meetings will be conducted under Robert's Rules of Order and the Vice President shall serve as Parliamentarian.
BOARD OF DIRECTORS
Section 1: Composition of the Board
The Board of Directors shall not exceed twenty-four (24) elected individuals who are current members in good standing.
Section 2: Powers
The government and policy making responsibility of the Chamber shall be vested in the Board of Directors, which shall exercise general supervision over the control its property, finances, and business affairs.
Section 3: Regular Board Meetings
All regular Board of Directors' meetings shall be held once a month on a date to be determined by the Board of Directors. The Board of Directors shall provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without further notice.
Section 4: Selection and Election of Directors
A. Nominating Committee: The President shall, with advice and counsel of the Executive Committee and the Executive Director, select the Nominating Committee. The Committee will establish the form of voting and rules. The President shall be the Chairman of the committee. The Committee shall determine the Slate of Candidates for the December election subject to Board approval of the Slate. (March 2011)
Prior to the regular October Board of Directors' meeting, the Nominating Committee shall present to the Executive Director a slate of candidates to serve three (3) year terms, to replace the Directors whose regular terms are expiring. Each candidate must be an active member in good standing or an employee of a member in good standing and must have agreed to accept the responsibility of a Directorship. Upon completion of term, a period of one (1) year must elapse before eligibility is restored for election to another term. However, this requirement may be waived by the Executive Committee, or if a Board member is elected as a member of the Executive Committee in the last year of his/her term.
Names of nominees shall be presented to the Board of Directors October Board Meeting, and the Board members have five (5) days to present any objections. If any objections are presented, a special Board meeting must be called to review the objections, settle the question, and adjust the ballot accordingly, if required.
B. Publicity of Nomination: Upon receipt of the report of the Nominating Committee the President shall immediately thereafter notify the membership of the names of persons nominated as candidates for Directors.
C. Seating of New Directors: All newly elected Board members shall begin their term January 1 and shall immediately become voting members.
Section 5: Vacancies
A member of the Board of Directors absent from three (3) consecutive regular meetings during a calendar year, or a total of four (4) meetings during a calendar year, delinquent in his or her dues, or other incurred charges for ninety (90) days, shall be subject to removal from membership on the Board, the Executive Committee shall determine whether there is any just cause for the absences or delinquency, and if they determine that there is none, said member may be removed from the Board of Directors by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Directors, or among officers, shall be filled by a candidate recommendation by the Executive Committee, with a majority vote of the Board of Directors. Form of voting and rules to be established by the Executive Committee.
Section 6: Policy
The Board of Directors is responsible for establishing procedure, formulating, and adopting all policies of the Chamber.
Section 7: Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its Directors and Officers or former officers by obtaining insurance coverage deemed adequate by the Board.
Section 1: Determination of Officers
The Nominating Committee for Directors shall nominate officers each year. At the December Annual Meeting, the Board of Directors shall approve the President, Vice President and Treasurer. Officers will be elected from members of the Board of Directors. All officers shall serve for a term of one (1) year from January 1 through December 31 after which time they shall be eligible for re election. The Officers shall be voting members of the Board of the Directors. Vacancies among the officers will be filled by the Board of Directors by a majority vote. The Executive Committee, which includes these officers and the Past President, shall maintain a consistent five members and establish the form of voting and the rules.
The Vice President may succeed to the office of President, upon nomination by the Executive Committee, unless that person declines to accept that office.
The First Vice President may succeed to the office of President, upon nomination by the Executive Committee, unless that person declines to accept that office.
Section 2: Duties of Officers
A. President: .The President shall serve as the Chief Elected Officer of the Cary-Grove Area Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors, and Executive Committee. The President shall, with advice and counsel of the Executive Committee and the Executive Director, help in determining all committees.
B. 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. The Vice President shall assist the President and carry out executive functions as directed by the President.
C. Secretary: The Executive Director shall be the Secretary. The duties of the Secretary shall be to maintain records and minutes of the proceedings and actions of the Chamber and the Board of Directors. The Secretary shall assist the President and carry out executive functions as directed by the President.
D. Treasurer: The duties of the treasurer shall be to chair, manage and review the annual Chamber budget process, with the cooperation of the Finance Committee. To safeguard all funds received by the Chamber, review monthly statements, see that funds are on deposit in financial institutions, or invested in a manner approved by the Board of Directors. Checks can be signed by the Executive Director, President, Vice President, Treasurer, Secretary, and designee(s) by the Executive Committee. All checks, Certificates of Deposit and similar investment vehicles over $250.00 will require two (2) signatures (1) from the Executive Director and (1) from an authorized signor. Any of said instruments under $250.00 may be signed by one (1) of the authorized signors. The Treasurer, with the Executive Director, and the cooperation of the Executive Board, shall review the monthly financial report to be made to the Board of Directors.
E. Past President: Duties of the Past President shall be those that may be assigned by the President and the Executive Committee, and shall exercise the power and authority and perform the duties of the President in the absence of the President and the Vice President. The Past President shall assist the President and carry out executive functions as directed by the President.
F. Executive Director: The Executive Director shall be the Chief Operating, Administrative and Executive Officer with duties in accordance with the current job description. The Executive Director shall cause to be prepared notices, agenda and minutes of Board meetings. The Executive Director shall serve as advisor to the President and Vice President on program planning, and shall assemble information and data and cause to be prepared special reports as required. The Executive Director may serve on the Executive Committee in the position of Secretary only and as a voting member of the Executive Committee only in the event of a tie on the Executive Committee. The Executive Director will be a non-voting member of the Board of Directors, and all committees and councils. The Executive Director with the Executive Committee shall be responsible for the administration of all projects in accordance with the policies and regulations of the Chamber. The Executive Director shall also serve as liaison with key community leaders, groups, organizations and government units. The Executive Director shall be responsible for directing and supervising all employees and independent contractors. The Executive Director shall be responsible for hiring and discharging, directing and supervising of all employees subject to the review of the Executive Committee. With the cooperation of the chairman of each committee, the Treasurer, and the Executive Committee, the Executive Director shall be responsible for the preparation of an overall operating budget for the Chamber covering all activities of the Chamber, subject to approval of the Board of Directors. The Executive Director shall, with the cooperation of the Board of Directors, also be responsible for all expenditures within approved budget allocations.
The Executive Director shall execute all contracts on behalf of the Chamber. In the event of the absence of the Executive Director, any Officer so authorized by these Bylaws may enter into any contract to execute and deliver any instrument in the name of and on behalf of the Chamber. Such authority may be general or confined to specific instances. The Board of Directors must examine all contracts prior to execution. Any contract greater than $10,000.00 requires full Board approval prior to execution.
Section 3: Executive Committee
The Executive Committee shall act for and on behalf of the Board of Directors between regular Board meetings or in the absence of a Board quorum, but shall be accountable to the Board of Directors for its actions. It shall be composed of the President, Past President, Vice President, Treasurer, and the Secretary/Executive Director. The President shall serve as head of the Executive Committee. Only Executive Committee members who are voting members of the Board of Directors are entitled to vote. The President shall report Executive Committee meetings to the Board of Directors. A quorum for the Executive Committee shall be a majority of those eligible to serve on the Executive Committee. The Executive Committee shall be responsible for assuring that the terms of the Executive Director's duties are fulfilled. The committee shall structure and review the salary, duties and other considerations of employment of the Executive Director annually. The Executive Committee shall recommend Chamber Bylaw changes and enforcement to the Board of Directors, as required, and shall meet at least monthly. The Executive Committee shall promote ways and means for developing adequate funds to implement the program of progress for the Chamber.
Section 1: Appointment and Authority
The President, in accordance with Article V, Section 2, oversees all committees and committee chairpersons. The President may appoint such ad hoc committees and their chairpersons as deemed necessary to carry out the programs of the Cary-Grove Area Chamber of Commerce. Committee appointments for both Chairmen and committee personnel shall serve concurrent with their terms of election, unless the Executive Committee approves a different term. A report of all committee proceedings shall be given to the President or Executive Director as requested.
Section 2: Limitation of Authority
No action by any member, committee, council, employee, Director or Officer shall be binding on, or constitute an expression of the policy of the Chamber without approval by the Executive Board.
Section 1: Funds
All money paid to the Chamber shall be placed in a general operating fund. All funds may be invested for the benefit of the Chamber by the Treasurer, with the approval of the Executive Board.
Section 2: Disbursements
Upon approval of the budget, the Executive Director or the person designated by 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. Disbursement shall be made by check unless otherwise approved by the Board of Directors.
Section 3: Fiscal Year
The Fiscal Year of the Chamber shall January 1 through December 31.
Section 4: Budget
The Executive Director and Finance Coordinator will prepare an initial draft of the next fiscal year’s budget. The Executive Director will present to the Treasurer and the Finance Committee budget recommendations for the coming year no later than mid-October. for review by the Executive Board consisting of the Current President, Treasurer, Secretary/Executive Director and anyone else appointed by the Executive Director. If one of these individuals in not available, the Chamber President can appoint an additional member to the committee. The budget recommendations shall be finalized in November for the New Year and presented to the Board of Directors for approval at the December Board meeting. The Board of Directors must act on these recommendations and approve a budget no later than the December Board meeting. The approved budget shall be implemented January 1 of the New Year.
Section 1: Revisions
These Bylaws may be amended or altered by a majority vote of the Board of Directors. Any proposed amendments or alterations shall be sent to the Board of Directors in writing, at least ten (10) days in advance of the meeting at which they are to be acted upon.
Section 2: Adoption
The foregoing bylaws, when adopted shall replace all former bylaws of the Chamber and shall constitute the bylaws of the Chamber from the date of their adoption.
Section 3: Informal Board Actions
The Board of Directors may take formal or informal action in accordance with Roberts Rules, without a formal meeting of the Board of Directors. Any matter that would be addressed at a regular meeting of the Board may be addressed in this manner. Such an action requires: 1) written consent to address a matter sent by email to all members of the Board of Directors eligible to vote and 2) an affirmative vote by email of a majority of a quorum required at a regular meeting of the board to approve the proposed action.
Any vote taken by the board in this fashion shall be considered an action of the Board and becomes effective when all of the directors have approved the consent and the action to be taken has achieved a majority vote of the number of board members constituting a quorum at a regular meeting of the board, and the record of the consent and the action taken are filed with the Chamber’s Secretary.
Section 4: Actions Affecting Chamber
Any action that would directly affect the Chamber must be brought, in writing, before the full Board of Directors and must be ratified by a super-majority.
Section 1: Procedure
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 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 by the Board of Directors as defined in IRS Section 501(c)(6) or as otherwise provided by law.
Read and adopted by the Cary-Grove Area Chamber of Commerce Board of irectors on this 30 the day of May, 2017.