Bylaws

BELLEVILLE AREA CHAMBER OF COMMERCE

ARTICLE I – NAME

Section 1. The name of this organization is the Belleville Area Chamber of Commerce.

ARTICLE II – OBJECTIVE AND POWERS

Section 1. Object: The Belleville Area Chamber of Commerce is organized for the purpose of advancing the commercial, industrial, agricultural, educational, professional, civic and general interest of the Belleville, Sumpter, and Van Buren trade area.

Section 2. Powers: The Chamber shall have power to: purchase, exchange, receive by gift or devise, lease, build, construct or otherwise control, maintain, use, manage, operate, lease, mortgage, pledge, create liens upon, grant licenses in, sell, transfer, convey, exchange otherwise dispose of and turn to account any and all lands, tenements, hereditaments, constructions, building, equipment, furniture, furnishings, fixtures and things or property real, personal and mixed, of every kind and description, such as shall be necessary, convenient and proper for the purpose or purposes of this Chamber set forth in Section I of this Article II.

ARTICLE III – LIMITATION OF METHODS

Section 1         This Chamber in its activities shall be non-partisan, non- sectional, non-sectarian and non-political.

Section 2         Nothing herein contained shall prevent this Chamber, in the reasonable and proper attainment of its objects, from doing anything to promote, improve and develop good and efficient government, governmental services, education and the general public welfare.

ARTICLE IV – MEMBERSHIP

Section 1. Eligibility: Any reputable person or organization may subscribe to membership in the Chamber.

Section 2. Membership Fees: Members shall pay such membership fee as may be fixed from time to time by the Board of Directors.

Section 3.   Each member, whether a person or organization, may designate one representative for voting purposes. That person so designated shall be accorded all rights and privileges of the Chamber, including services on various committees established by the Chamber.

Any person or organization holding membership shall have the right at any time to change its representative upon written notice to the Chamber.

Section 4. Multiple Businesses: Members operating one or more like businesses shall pay dues based on the total number of employees. Members operating unrelated businesses shall pay dues on each company separately, or may pay dues based on the number of employees on the largest business and elect associate membership(s) for the other business(es). Associate members do not have voting privilege and may not run for office.

Section 5. Honorary Membership: Any person upon two-thirds vote of the Directors may be admitted to honorary membership. Such honorary members shall have all rights and privileges of active members except the right to vote and hold office, and shall be exempt from all fees and dues.

Section 6. Expulsion: Members may be expelled by the Board of Directors for cause or for non-payment of dues or budget subscriptions within reasonable time as fixed by the Board of Directors. No member may be expelled without the opportunity of a hearing before the Board of Directors at a proposed time and place and after thirty (30) days notice. A majority vote of all Directors shall be necessary to expel a member. An expelled member shall have the right to appeal to the entire Chamber and upon written request, he/she must be allowed to make such an appeal at the next annual meeting or special meeting within thirty (30) days of such a request.

Section 7. Termination: The death, resignation or expulsion of a member shall terminate their membership. The termination of a membership shall work a forfeiture of all interest of the member in and to the property of the Chamber, and the member shall thereafter have no right thereto or any part thereof. The substitution of a new assignee for the holder of a multiple assignments shall in no case terminate the particular membership.

ARTICLE V – MEETINGS

Section 1. The Board of Directors may provide for holding membership meetings whenever it may be considered necessary or desirable.

Section 2. The Board of Directors shall call a membership meeting upon petition signed by not less than ten per cent of the members.

Section 3. The annual meeting of the Chamber shall be held within sixty (60) days prior or 30 days after the end of each fiscal year.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. The government of the Chamber, the direction of its work and the control of its property shall be vested in a board of directors consisting of twelve (12) members, one-third of whom shall be elected annually for a term of three years, as hereinafter provided, and no member of the Board of Directors shall be eligible for re-election until after the lapse of one year from their term as director. However, if a Director serves as President in his/her third year, he/she may serve one additional year as Immediate Past President and shall have all voting powers and voting rights as the other twelve directors. The Directors shall have power to fill all vacancies on the Board. They may adopt rules for conducting the business of the Chamber. They shall meet not less frequently than once a month, at such regular time and place as will be determined by them. They shall submit in writing and have available at the annual meeting a full report of the work and finances of the organization.

Section 2. The Board of Directors shall be elected at the regularly scheduled monthly meeting prior to the annual meeting.

Section 3. A nominating committee of no less than five (5) members shall be appointed by the President at the January Board of Directors meeting, whose duty it shall be to nominate from the members of the Chamber twice as many vacancies on the Board to be filled. Said committee shall file a list of the confirmed nominees with the Executive Director prior to the February Board of Directors meeting. Other nominations than the ones recommended by the committee may be made by any member from the floor at the February Board of Directors meeting or by filing the name of the nominee with the Executive Director prior to the February meeting.

Section 4. The Executive Director shall mail to all paid members of the Chamber, ten (10) days prior to the March election, a list of the nominees recommended by the nominating committee and any other nominees filed with the Director.

Section 5. All voting shall be by ballot. A number of nominees corresponding with the number of directors to be elected who receive the highest number of votes shall be declared elected. After verification that all ballots have been tallied, the ballots shall be destroyed.

Section 6. The President shall appoint and submit to the Board of Directors for approval a committee of three (3) judges who are not members of the Board of Directors or candidates for election as such, to have supervision of the election, and such committee shall serve from the opening of the polls until the result has been ascertained.

Section 7. The Board of Directors shall meet at regular periods, the time to be fixed by the Board. After three (3) consecutive unexcused absences from regular meetings, and so recorded by the Board of Directors, shall be construed as a resignation. Any member who expects to miss a regular meeting must notify the Executive Director or any Board Member who will be in attendance.

Section 8. A majority of the Board of Directors shall constitute a quorum at any regular meeting, which has been duly publicized.

Section 9. The Directors shall take office on the first day of May of the year in which elected and shall hold office until their successors shall have been duly elected and qualified.

Section 10. Indemnification – Each person who is or was a director or an officer of this corporation shall be indemnified by the corporation to the fullest extent permitted by corporation laws of the State of Michigan, as they may be in effect from time to time; provided, however, the corporation shall have no obligation to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such director or officer without authorization of the Board of Directors. This corporation may purchase and maintain insurance on behalf of any such person against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify such person against such liability under the laws of the State of Michigan.

ARTICLE VII – OFFICERS

Section 1. At the regularly scheduled April Board of Directors meeting, the newly elected directors will meet with the current board to elect a president, President Elect, vice President, Secretary and Treasurer. Retiring members do not vote at this election. The Board of Directors may employ an Executive Director, whose compensation shall be determined by the Board of Directors.

Section 2. President: The President shall preside at all meetings of the Chamber and the Board of directors, and perform all duties incident to that office. He/she shall, subject to the approval of the Board, appoint all committees and he/she shall be ex-officio member of all committees. The President shall at the annual meeting of the Chamber, and at such times as may be deemed proper, commend to the membership of the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.

Section 3. President Elect: The President Elect and Vice President shall act in the absence of the President; and in the absence or disability of the three (3) officers named, a member of the Board of directors shall be chosen to act temporarily.

Section 4. Treasurer: The Treasurer shall receive, deposit and safeguard the funds of The Chamber in such manner as may be determined by the Directors. At the frequent intervals and when requested by the Board of Directors, he shall make accurate and complete financial reports to the Board. The Treasurer, subject to confirmation by the Board of Directors, may delegate the accounting functions of his/her responsibilities to someone other than a member of the Board; however, the elected Treasurer shall be responsible for the accuracy of all financial records.

Section 5. Secretary: The Secretary shall attend all meetings of members or Directors of this corporation and shall preserve in record books of the corporation full and correct minutes of the proceedings of all such meetings. He/she shall have custody of the corporate minute book and seal. It shall be his/her duty to sign all corporate records, documents, and instruments; whereunto his/her signature shall be lawfully required by the Articles of Incorporation, Bylaws or resolutions of this corporation or the Board of Directors.

Section 6. 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 books, documents and communications, keep books of accounts, and maintain an accurate record of the proceedings of the Chamber, the Board of Directors and all committees. He/she shall submit a financial statement and written report of the year’s work at the close of each fiscal year. The Director shall have general supervision over all employees of the Chamber and shall perform such duties as may be incident to his/her office, subject to the direction of the Board of Directors. At the expiration of his/her term of office he/she shall deliver to the Board of Directors all books, papers and property of the Chamber. The position of the Executive Director and his/her assistants shall be bonded in the amounts approved by the Board and the Chamber shall pay the fee or fees. The Executive Director shall assist the Secretary and the Treasurer in their duties.

Section 7. Other officers: the Board of directors may appoint such other officers and agents, as it may deem advisable.

Section 8. Compensation: No salary or compensation shall be allowed to the President, Present Elect, Vice President, Secretary or Treasurer Compensation may be allowed to all other officers and agents in such amounts as the Board of Directors may deem reasonable and proper.

Section 9. Term of office: Each officer shall hold his/her office for one year, beginning on the first day of May of the year in which elected, and until their successor shall have been duly elected and qualified; provided that any officer may be removed by the Board of Directors at any time. The Board of Directors may fill any vacancy in office at any time.

ARTICLE VIII – COMMITTEES

Section 1. The Board of Directors shall authorize and define the powers and duties of all committees.

Section 2. The Finance Committee shall be composed of the President, Treasurer, Executive Director and two Directors.

Section 3. The President shall appoint all ad hoc committees, subject to confirmation by the Board of Directors.

Section 4. The Executive Committee shall be composed of the President, the President Elect, the Vice President, the Secretary and the Treasurer and a majority thereof shall constitute a quorum at any meeting.

Section 5. In the interim between meetings of the Board, the Executive Committee shall have charge of the finances and property of the Chamber and shall have authority to order disbursements for necessary expenses, within guidelines of the approved budget, and may grant to any committee a reasonable amount of money for special work as previously approved by the Board.

Section 6. The Board of Directors or the Finance Committee appointed by the President shall audit and approve all bills monthly and shall cause to be audited annually the books and accounts of the Chamber at the close of business for the fiscal year, and report its findings to the Board of Directors and to the membership. All recommendations for expenditure outside the budget shall be submitted to the Finance Committee, whose recommendations shall be submitted to the Board.

ARTICLE IX – DISBURSEMENTS

Section 1. No disbursements of the funds of the Chamber shall be made unless the same shall have been approved, authorized, and ordered by the Board of Directors. All disbursements shall be made by check. Checks shall be signed by any two officers of the Executive Board and/or the Executive Director.

Section 2. Upon the approval of the budget, the Executive Director may be authorized to make disbursements on account expenses provided for in the budget without an additional approval by the Board of Directors.

Section 3. A Petty Cash account shall be established and maintained in the amount of $75.00.

ARTICLE X – BUDGET

Section 1.   By the first week of March, the Executive Director shall compile a budget of estimated expenses, including a stated amount for each committee, and submit it to the Finance Committee. The proposed budget shall be presented to the Board of Directors at the April meeting. As passed by the Board, with or without modification, this budget shall be the appropriate measure of the Chamber. No committee may exceed its appropriation without the consent of the Board of Directors.

ARTICLE XI – FISCAL YEAR

Section 1. The fiscal year shall end the Thirtieth day of April.

ARTICLE XII – SEAL

Section 1. The Chamber of Commerce shall have a seal of such design as the Board of Directors may adopt.

ARTICLE XIII – PARLIAMENTARY PROCEDURE

Section 1. The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Robert’s Manual of Parliamentary Rules.

ARTICLE XIV – DISSOLUTION

Section 1. 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 legally recognized Non-Profit Organizations located in the City of Belleville or the Townships of Sumpter or Van Buren.

ARTICLE XV – AMENDMENTS

Section 1. These bylaws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the Chamber of Commerce, provided notice of the proposed change shall have been mailed by the Executive Director to each paid member not less than thirty days prior to such meetings.