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The
Norfork Lake Chamber of Commerce exists to provide representation to the
businesses unique to the Norfork Lake area. It is our belief that an
emphasis on tourism development is vital to local economy growth. The
Chamber shall be proactive in the promotion of business interests and lake
area development with all appropriate governmental agencies. Our
membership is open to every type of reputable business and non-profit
organization and we will strive to use all resources to the benefit of
each.
ARTICLE I
GENERAL
SECTION 1 NAME
This organization is incorporated under the laws of the State of Arkansas and shall
be known as the Norfork Lake Chamber of Commerce (the “Chamber”).
SECTION 2 OBJECTIVES
The
Norfork Lake Chamber of Commerce is organized for the purpose of advancing
tourism, small business, relocation initiatives and the quality of life for
the Norfork Lake
trade area.
SECTION 3 LIMITATIONS OF METHODS
The Chamber shall observe all local, state and federal laws
which apply to non-profit, mutual benefit corporations as defined in
Section 501 c 6 of the Internal Revenue Code, and the Arkansas Nonprofit
Corporation Law.
SECTION 4 DURATION
The Chamber shall exist in its documented form for as long
as it is deemed by membership to fulfill its mission statement or is deemed
beneficial to the business community it serves. Amendments to this charter
are permissible through a unanimous agreement by the current board.
ARTICLE II
MEMBERSHIP
SECTION 1 ELIGIBILITY
Any reputable business firm, individual, association,
corporation, partnership or estate having an interest in the above
objectives shall be eligible to apply for membership.
SECTION 2 ELECTIONS TO MEMBERSHIP
Application for membership shall be made in writing to the
Board of Directors and the application shall be regarded as a guarantee on
the part of the applicant of his or her interest in and sympathy with the
purposes of the Chamber, and of his adherence, if elected, to its By-Laws,
rules, and regulations.
SECTION 3 DUES
Membership dues shall be at such rate or rates, schedules,
or formulas as may be, from time to time, prescribed by the Board of
Directors. Membership rights shall not exist until dues have been paid.
SECTION 4 VOTING PRIVILEGES
Every member of the Chamber in good standing is entitled to
one vote in election of Board members. Business firms may exercise
multiple memberships only by designating individuals as members of the
Chamber to represent the firm in voting situations. Voting by proxy shall
be permitted only by written and signed intent of the absent Board member.
Votes may be taken by e-mail and when appropriate ballots will be sent to
the business address of members. The Board alone shall have voting
privileges in matters of governance. Membership will be given ample
opportunity to address any upcoming vote in a publicized, open meeting.
Results of a Board vote will be announced to membership in a timely
manner.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1 GOVERNMENT
The government of the Chamber shall be vested in the Board
of Directors which shall have control of its property and the direction of
its affairs. The President shall be a current Board member, elected by the
Board. The office of the Presidency will carry with it no additional
powers or privileges. The President shall conduct all meetings public and
private.
Each Board Member will have an area of over-site and direct
management. He/she will be responsible for Board Committee appointment,
setting the schedule for any project agreed upon by the Board and reporting
to the membership upon completion of said project. Each Board Member will
be responsible for the satisfactory progress of stated goals.
SECTION 2 NUMBER OF DIRECTORS AND TERMS
The Board of Directors shall consist of 7 members. Each
shall be elected for a term of one year for the first year of Board seat
held and every three years after. Special elections may be called by the
Board to fill a Board vacancy. In the interest of continued efficient
functioning of the Chamber, Directors are expected to attend Board meetings
on a regular basis. If any Director is absent for more than six regular
meetings during the fiscal year, or is absent for more than three
consecutive meetings, the seat of that Director shall be declared vacant.
The annual election shall be held in December each year at
which time there shall be elected the required number of Directors to fill
all seats. Not later than 15 days prior to the day of election, each
member firm shall be mailed ballots. Each ballot shall list the names of
all nominees in alphabetical order, and must be returned to the Secretary
not later than the end of business on the day of the election. The Board
shall appoint three judges who are not candidates to count the ballots and
certify in writing to the Board the results of the election. The
candidates with the highest number of votes shall be elected. In case of a
tie, current Directors will agree upon a nominee. Directors elected shall
be promptly notified of their election by the Secretary.
SECTION 3 ELIGIBILITY
Any member in good standing may be eligible for nomination
and election to the Board of Directors. Nominations will be taken in an open
forum.
ARTICLE IV
COMMITTEES
SECTION 1 CREATION OF BOARD COMMITTEES
The Board of Directors may create one or more committees of
the Board of Directors (“Board Committees”) and appoint members of the
Board of Directors to serve on them. Unless otherwise provided in these
Bylaws, each Board Committee shall have two or more members who serve at
the pleasure of the Board of Directors. The creation of a Board Committee
and the appointment of members to it shall be approved by a majority of all
the directors in office when the action is taken.
SECTION 2 OFFICERS
The offices of treasurer and recording secretary shall be
appointed by the Board.
TREASURER: The Treasurer shall receive and disburse, on
order of the Board of Directors, the funds of the Chamber. They shall keep
all monies of the Chamber deposited in its name. Each month the Treasurer
shall make reports to the Board of Directors on the condition of the
finances of the organization. The Treasurer shall serve as Chairman of the
Finance Committee.
ARTICLE V
FINANCES
SECTION 1 AUTHORITY
The Board of Directors shall be final authority on all
fiscal matters pertaining to the Chamber.
SECTION 2 OPERATING PROCEDURE
The Board of Directors may adopt operating procedures
delegating financial authority to the, Board committee but all actions
under such authority shall be subject to review by the Board of Directors.
ARTICLE VI
MEETINGS
SECTION 1 ANNUAL MEETING
An annual business meeting of the membership of the Chamber
may be held as agreed upon by the Board of Directors or Executive
Committee. The time and place shall be fixed by the Board of Directors and
notice thereof e-mailed or mailed to each member at least ten days before
said meeting.
SECTION 2 OTHER MEETINGS
(a) Special meetings of the membership of the Chamber may be
called by the Chairman at any time, or upon petition in writing by twenty
percent (20%) of members in good standing. Notice of special meetings
shall be e-mailed or mailed to each member at least five days prior to such
meetings.
(b) Board meetings may be called by the Chairman at any
time, or upon written application of three members of the Board. Notice of
the meeting shall be mailed to each director at least five days prior to
said meeting.
(c) There will be no regularly scheduled meetings of
membership or Board between the second week of May and the second week of
September. Membership and Board polling of issues may be conducted during
this time via e-mail.
ARTICLE VII
MISCELLANEOUS
SECTION 1 ENDORSEMENTS
No committee, employee, or member shall represent the
Chamber in advocacy of, or in opposition to, any matter of public interest
without specific authority from the Board of Directors.
SECTION 2 PUBLICITY
No publicity concerning the Chamber and its action shall be
released by any member except on the authority of the Board.
SECTION 3 ADVERTISING.
Members may state that they are a member of the Chamber and
display such membership emblem as may be issued, but the use of the name of
the Chamber in any other form for advertising or publicity purposes is
prohibited, except under the express authority of the Board of Directors.
ARTICLE VIII
DISSOLUTION
SECTION 1
The Chamber shall use its funds only to accomplish the
objectives and purposes specified in the By-Laws, and no part of said funds
shall inure, or be distributed to, the members of the Chamber. On
dissolution of the Chamber, any assets remaining shall be distributed to
one or more regularly organized and qualified charitable, educational,
scientific, or philanthropic organization(s) to be selected by the board of
Directors.
ARTICLE XI
AMENDMENTS
SECTION 1 MEMBERS
New By-Laws may be adopted, or these By-Laws may be amended
or repealed by a majority vote of the members present at a duly called
meeting or by the written ballot of a majority of members casting ballots.
SECTION 2 POWERS OF DIRECTORS
The directors may adopt, amend or repeal the By-Laws at any
regular or special meeting of the board; provided, however, that the same
may not be amended or altered unless at least five members of the board
vote affirmatively thereof; and provided further, that no amendment shall
be adopted changing the number of directors, but any such By-Laws changing
the number of directors shall be the exclusive power of members as herein
above provided.
Any proposed By-law amendment shall be presented to the
board of Directors for reading at least two weeks prior to the vote being
taken. Such proposed amendment shall be posted and available to all
Chamber members at the Chamber web site on the date of reading with
notification as to date the vote will be taken.
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