|The Norfork Lake Tourism 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.
SECTION 1 NAME
This organization is incorporated under the laws of the State of Arkansas and shall be known as the Norfork Lake Tourism (the “Chamber”).
SECTION 2 OBJECTIVES
The Norfork Lake Tourism 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.
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.
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.
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.
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.
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.
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.
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.
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.