Proposed Bylaws
THE GREATER EUREKA SPRINGS CHAMBER OF COMMERCE BYLAWS
REVISED
Revised: August 2016
Revised: July 2019
ARTICLE I – GENERAL
SECTION 1. Name
This organization is incorporated under the Laws of the State of Arkansas and shall be known as the Greater Eureka Springs (Arkansas) Chamber of Commerce, Inc. hereinafter referred to as the Chamber
SECTION 2. – Location
The offices of the Chamber shall be located in the City of Eureka Springs, Carroll County, Arkansas at such place as designed by the Board of Directors.
SECTION 3. – Purpose
The unique and historic character of Eureka Springs and the center of its economic base is tourism. The principal purpose of the greater Eureka Springs Chamber of Commerce shall be to inform, educate and provide those services and materials necessary to promote tourism and business. We shall also seek to expand the economic, civic and cultural development of Eureka Springs and our immediate trade area.
SECTION 4. Limitations
This Chamber in its activities shall be nonprofit, non-partisan, non-discriminatory, non-sectarian and shall take no part in partisan politics. The Chamber is an equal opportunity employer operating in compliance with all local, state, and federal laws, regulations and ordinances.
ARTICLE II – MEMBERSHIP
SECTION 1. Eligibility – Regular Members
Any reputable business, firm, Association, corporation, partnership, or sole proprietorship having an interest in the stated objectives of the Chamber shall be eligible to apply for one (1) regular membership, and one (1) or more associate memberships.
SECTION 2. Eligibility – Associate Members
Any reputable person, business, firm, civic organization, Association, corporation, partnership or sole proprietorship or estate, having an interest in the stated objectives of the Chamber, but not eligible to apply for regular membership, may apply for an associate membership, and shall have the privileges and benefits of a regular membership, excluding voting rights.
SECTION 3. Election
Application for membership shall be in writing on the forms specified and accompanied by at least a minimum membership investment with membership privileges effective at time of application. Formal approval of membership(s) shall be by the Board of Directors at any meeting thereof.
SECTION 4. Investments
Membership investments shall be at such a rate or rates, schedules or formulas as may be from time to time prescribed by the Board of Directors, payable in advance as agreed in the application.
SECTION 5. Voting
Each regular membership, or it’s appointee, shall be entitled to one (1) vote.
SECTION 6. Suspension
1. Any member who is in arrears in its membership dues for more than 90 days and has been properly notified, as reported by the President/Chief Operating Officer (COO) shall have their membership in the Chamber terminated upon review by the Board. All membership services other than prepaid services shall be suspended at termination.
2. Debts that are more than 30 days past due for services other than membership dues will result in the suspension of that service as directed by the Chamber President/COO, until paid by the debtor.
SECTION 7. Expulsion
Members may be expelled by the Board of Directors for cause. No member may be expelled, other than for nonpayment, without the opportunity of a hearing before the Board of Directors at a proposed time and place after a reasonable notice. A three-forth (3/4) vote of a quorum of Directors at any regular meeting or special meeting shall be necessary to expel a member.
SECTION 8. Resignation
Any member may resign from the Chamber by submitting a letter to the President/COO which will be presented to the Board of Directors.
SECTION 9. Termination
The resignation, expulsion, or dissolution of a member shall terminate its membership. The termination of a member shall work as a forfeiture of all rights or privileges pertaining to such membership.
ARTICLE III – BOARD OF DIRECTORS
SECTION 1. Duties
The government and policymaking responsibilities of the Chamber of Commerce shall be vested in the Board of Directors, which shall control of the property, be responsible for its finances, and direct its affair.
SECTION 2. Elected Directors
The Board of Directors shall be composed of twelve (12) natural persons, each of whom is the representative of a regular membership Four (4) of whom shall be elected annually to serve for three (3) years, or until their successors are elected and qualified. However, individuals fulfilling partial terms would be eligible for nomination for the next elected term. Terms shall begin on January 1 and end on December 31. The Secretary will be appointed by the Chair from a banking institution member in good standing and serve a one (1) year term.
The immediate Past-Chair will attend all Executive Committee meetings and regular Board meetings for one (1) year immediately following his/her expired term. The immediate Past-Chair will serve as an advisory capacity, with voting privileges at Executive Committee meetings but not regular Board meetings and less in case of a tie vote, in which he/she can vote to break such tie.
SECTION 3. Attendance
The office of any Director who shall be absent from two (2) consecutive regular meetings or from four (4) total regular meetings of the Board of Directors, unless the Board has declared significant reason, during the calendar year, shall be deemed vacant, and said Director will be moved to an advisory position.
SECTION 4. Vacancies
Vacancies on the Board of Directors shall be filled by any member in good standing and shall be submitted by the Board and elected by a majority of the Board. Replacement should fill the rest of the original term. And attempt to fill the vacancy shall be made within two (2) months of there being established a vacancy.
SECTION 5. Quorum
A majority of the Board of Directors shall constitute a quorum at any meeting.
SECTION 6. Meetings
The Board of Directors shall meet on such schedule as it determines, provided that it meets at least once each month, with all meetings open to the membership and the public.
SECTION 7. Ex-Officio Members
The Board of Directors may recommend ex-officio members (non-voting Board members) do you serve in the next business year. These ex-officio members will serve at the will of the Board to run concurrent with their terms of office and may be approved by vote of the Board of Directors those positions include:
Current Mayor – City of Eureka Springs
Current Executive Director of the City Advertising and Promotion Commission
Current Holiday Island District Manager
Current School Superintendent of the Eureka Springs Public School.
One Attorney
One Accountant
President of any Bank with a branch located in the city of Eureka Springs
Carroll County Judge
Current local representative on Arkansas Parks & Tourism Commission
Other Ex- Officio Directors as determined by the Board.
ARTICLE IV – ELECTION OF DIRECTORS
SECTION 1. Election
Annual Board of Directors election shall be completed by November 1 with term installation beginning January 1 the following year.
SECTION 2. Board nominations & Annual Election
Annually, at or before the August meeting of the Board of Directors or Executive Committee, the Chair person shall appoint a Board nominating committee composed of eight (8) members; the current Chairperson of the Board, and two (2) current Board members two (2) past Chair persons of the Board and three (3) non-Board members.
The nominating committee shall select four (4) candidates for the four (4) vacancies created by the expiring terms of the Board of Directors with three (3) year terms expiring.
No Director may be reelected after serving a full elective term until one (1) year has elapsed. If, however; the nominating committee is unable to get four new Directors to serve, the Board may nominate a Director with an expiring term for no more than three (3) years with a 2/3 majority vote of the Directors.
The membership at large she’ll have the right to nominate additional nominees by nominating petition signed by at least 10% or 20 ten (10) members of the regular membership in good standing. The nominating committee shall notify the general membership at least (60) days in advance of its annual election date and the process for member nominations. All nominees must be submitted to their President/COO by September 30.
A ballot will be mailed to the membership listing the nominating committee recommendations in alphabetical order and listing those nominated by a petition in alphabetical order by October 20. Ballot will be received until November 1. All nominees shall have been contacted and be agreeable to serve, if elected, before their names are submitted to the regular membership for vote.
SECTION 3. Annual Election
Director shall be elected by one (1) vote from each regular voting member in good standing. A ballot containing the names submitted by the nominating committee and by the membership petition(s) shall be mailed to members at least 10 days before the annual election, prequalifying members to vote. The ballot shall include notice of the date, time and place, for ballot opening and counting. Votes received after the stated election deadline will not be counted.
SECTION 4. Judges
The Chair, with the consent of the Board of Directors, shall appoint three (3) members to act as judges of the election, at least one (1) of whom shall not be members of the present Board. The membership shall be notified of the date, time and place when the ballots are to be opened and counted, as specified in Section Three (3). Judges shall be empowered to use additional members as tally clerks to facilitate ballot counting. Nominee(s) shall be declared elected in the order of their votes, descending to the number of positions available. In the event of a tie vote, the election shall be determined by lottery.
ARTICLE V. OFFICERS
SECTION 1. Election
At the first regularly scheduled meeting after January 1, the new Board of Directors shall elect the following officers for a one (1) year term: Chair, Chair Elect, second vice Chair, and Treasurer and Secretary. The Secretary will be appointed for a one (1) year term by the Chair. The President/COO may be employed by the Board of Directors and serve as an officer at the pleasure of the Board and at compensation fixed by the Board. (See Section 7).
SECTION 2. Chair
The Chair shall preside at all meetings of the Chamber, of the Board of Directors and the Executive Committee. He / She shall perform all duties incident to the office and shall exercise general supervision over the operations of the Chamber. He/ She shall appoint such standing and special committees as the Board may designate, subject to its confirmation.
SECTION 3. Chair Elect
The Chair elect shall be responsible for creation of the program of work for the following year. He / She shall act and the absence or in case of disability of the Chair. In addition, he/she shall direct whatever phase of the Chambers operation that may be assigned to him/her by the Chair. With approval of the Board, he/she will for fill the Chair person’s position the following year.
SECTION 4. Second Vice Chair
The second vice Chairperson shall act in the absence or in case of disability of both the Chairperson and the Chairperson elect. In addition, he/she shall direct whatever phase of the Chamber’s operation that may be a sign to him/her by the Chair person.
SECTION 5. Treasurer
The Treasurer shall be responsible for the receipts and disbursements of all Chamber funds. Such funds shall be kept on deposit and financial institution(s) approved by the Board of Directors subject to checks signed by the President/COO, or his/her duly authorized staff alternate, and the Treasurer, or in his/her absence the Chair or vice Chair. The Treasurer shall make a full report of the financial condition of the Chamber to The Board of Directors at each monthly meeting.
SECTION 6. Executive Committee
The Executive Committee shall consist of the Chair, Chair elect, second vice Chair, Secretary, Treasurer, and immediate past Chair. The Executive Committee shall act for the Board of Directors between the meetings of the Board or in the absence of a quorum thereof. The executive committee shall serve as budget committee, and shall be responsible for the preparation of the annual budget and, after its approval by the Board, be responsible for its administration.
SECTION 7. President
The President, a non-voting officer of the Chamber, shall be the chief administrator and operating officer of the Chamber, be charged with executing the policies set forth by the Board of Directors, and provide the general supervision and management of the office and business affairs of the Chamber. He / She shall perform the duties of the President/COO as defined by the Board of Directors and his/her employment contract and job description. The President/COO will attend all Executive Committee meetings and regular Board meetings as a non-voting advisor.
SECTION 8. Secretary
The secretary shall be appointed by the Chair Board of Directors and shall be responsible for preservation of the records, documents, and communications of the proceedings of the Chamber, the Board of Directors, and the Executive Committee meetings. The Secretary is a voting member of the Board; however, a non-voting member of the Executive Committee.
ARTICLE VI – COMMITTEES
SECTION 1. Designation & Appointments
The Chair and/or the Board of Directors may create and appoint whatever committee(s) deemed necessary to facilitate the work of the Chamber. All Chamber committees shall have a Director serve as Chair of that committee to report activities to the Board.
SECTION 2. Operation
All committees show operate subject to the Chamber’s bylaws, policies, and procedures and will submit a report of activities to the President/COO and/or Board on a monthly basis.
SECTION 3. Limitations
No action by any member, committee, employee, Director or officer shall be binding upon or constitute an expression of the policy of the Chamber unless approved or ratified by the Board of Directors.
ARTICLE VII – MEETINGS
SECTION 1. Annual Meeting
The annual meeting of the Chamber of Commerce may be called by the Chair at any time after sixty (60) days from the election of officers. Notice of such meeting shall be mailed to all members at least fifteen (15) days in advance.
SECTION 2. Special Meeting
General membership meetings of the Chamber may be called by the Chair at any time, or upon petition by ten percent (10%) of the regular members in good standing. Notice of such meeting shall be mailed to all members at least fifteen (15) days in advance.
SECTION 3. Quorum
At any general membership meeting or annual meeting of the Chamber, 10% of the regular members in good standing, will present a majority and shall constitute a quorum.
SECTION 4. Parliamentary Procedure
The parliamentary procedure of all the Chamber meeting shall be governed by and conducted in accordance with the latest addition of Roberts Rules of Order Newly Revised. The Board of Directors shall meet in executive session for personnel issues.
ARTICLE VIII – FINANCES
SECTION 1. Funds
All monies paid to the Chamber shall be deposited to the general operating fund or to the appropriate special fund account as approved by the Board of Directors.
SECTION 2. Disbursements
All distribution meant shall be made by check properly signed on the appropriate account. No obligation or expense shall be incurred and no money shall be appropriated or paid except within procedure adopted by the Board of Directors or included in the budget.
SECTION 3. Budget
The Chamber shall operate on budget approved by the Board of Directors. A proposed budget shall be prepared by the executive committee, the President/COO, and presented to the Board for approval in November or December of the preceding year. The Board of Directors has the right to amend the budget, if necessary or desirable, at any time. All Chamber expenditure in excess of budget allocation must be specifically approved by the Board of Directors.
SECTION 4. Fiscal Year
The fiscal year of the Chamber shall on close December 31.
SECTION 5. Bi-Annual Audit
The account of the Chamber shall be audited bi-annually at the close of every other fiscal year by an outside independent certified public accountant selected by the executive committee and approved by the Board of Directors.
SECTION 6. Bond
The Treasurer, President/COO, and other employees and officers designated by the Board shall be bonded and such amount and in such manner as the Board of Directors shall deem advisable, the cost to be paid by the Chamber.
SECTION 7. Powers of Management
The Chamber shall have power to borrow or raise money necessary or convenient to the accomplishment of the purpose of the Chamber or except, endorse, execute and issue promissory notes, drafts, bills or exchange, warrants, bonds, debentures and other negotiable and nonnegotiable instruments and evidence of indebtedness and to secure the payment of any thereof and the interest there on by mortgage, pledge, conveyance or assignment in trust of the whole or any part of the property of the Chamber weather at the time owned or there after acquired; to sell, pledge or otherwise dispose of bond or obligations of the Chamber for its corporate purpose; to cooperate with any government agency or agencies, whether national, state, county, or municipal or with any business or private agency whatsoever and carrying out the purpose here in contemplated; to acquire by, gift or in any other manner and to sell, lease, mortgage, pledge, assign, transfer or otherwise dispose of lands or real property or any right of title therein or improvements there on, personal property of every class and description for any purpose or use necessary, convenient, useful or incidental to the accomplishment of the purpose of the Chamber and such other powers and authority provided by law.
SECTION 8. Conflicts of Interest
At no time show the President/COO, Chamber Board member, employee, advisor, contractor/subcontractor, or agent of the Chamber of Commerce, by party to or of, any business or transaction that would create conflict of interest. Such a conflict of interest would create grounds for immediate termination of employment or agency and/or expulsion from the Chamber and/or Chamber Board.
SECTION 9. Books and Records
The Chamber will keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE IX – MAIL/EMAIL VOTE
Section 1.
Whenever any question or issue shall arise, which in the judgment of the Chair, the executive committee or the Board of Directors, is believed to require a vote of the Executive Committee, the Board of Directors or the membership, and is deemed inexpedient to call a special meeting for such purposes, the Chair or Directors may, unless otherwise required by these bylaws, submit such a matter in writing by mail or email for vote and decision.
The question thus presented shall require for passage affirmative vote from a majority in writing and receive by mail, email or my hand delivery to the greater Eureka Springs Chamber of Commerce offices within ten (10) days after submission of the question.
Any and all action approved by the majority of the membership using the Mail/Email vote process described in this section in each case shall be binding upon the Chamber of Commerce in the same manner as would action taken at a duly called meeting.
Section 2.
The use of email may be recognized as an acceptable alternative to mail via US Postal Service and any instance for voting as described in any article or section contained in these bylaws.
ARTICLE X – AMENDMENTS
Section 1. Authority & Approval
The authority and power to amend these bylaws is specifically designated to the Board of Directors and the membership as follows:
By a 2/3 vote of the Board of Directors at any regular meeting or special meeting of the Board of Directors, provided that written notice of such consideration of such amendments including a draft of such amendment, shall have been given to each Board member at least ten (10) days prior to such meeting, and by approval of the proposed amendment by an affirmative vote of the majority of the votes cast by the regular membership.
Written notice of consideration of such amendment, including a draft of such amendment, shall be given to each regular member at least ten (10) days prior to such vote. Voting may be conducted either by mail or email as set forth in Article IX, Section 1 or at the special meeting at set forth in Article VII, section 2, at the discretion of the Board of Directors.
Section 2. Governing Body
The governing Board of the Chamber shall always be the regular membership. Article X, Section 1., can be a change only by a majority of the votes cast by the regular membership.
ARTICLE XI – DISSOLUTION
Section 1. Dissolution of Funds
The Chamber shall use its funds only to accomplish the objective and purposes specified by these bylaws, and no part of said funds shall be paid, transferred or be distributed to the members of the organization. On dissolution of the organization, any funds or assets remaining shall be distributed to one or more charitable or nonprofit organizations to be specified by the Board of Directors.
