Article 1 – Name
Section 1: The name of this organization shall be the Farmer City Chamber of Commerce.
Section 2: The organization shall be chartered as the Farmer City Chamber of Commerce, a non-for-profit corporation under the corporate laws of the State of Illinois.
Article II – Affiliation
Section 1: The organization is not affiliated with nor is it intended to be affiliated with any other organization on a permanent basis.
Article III – Purpose
Section 1: The Farmer City Chamber of Commerce shall have the goal of improving the business environment in Farmer City and the area. In the constantly changing business environment this may be accomplished through combinations of organization, funding, oversight, special events, media coverage, and other methods determined by the Board of Directors and the members.
Article IV – Membership
Section 1: Any reputable individual in the Farmer City area may be a member.
Section 2: Membership shall be for a period of one year. No person shall be eligible for membership who owes money to the Farmer City Chamber of Commerce at the time of application.
Section 3: Written application and payment of the full amount of dues required shall be necessary for new members. Renewal will occur with the payment of dues in full. Special arrangements may be made by the board.
Section 4: All qualified members in good standing shall have full and complete rights and privileges of membership including the right to cast one vote at the annual meeting and for elections of the Board of Directors.
Article V – Government
Section 1: The government of this organization shall be vested in a Board of Directors consisting of eight (8) members and the immediate past President if he is still a member. The Board and Chamber can continue to operate with a few as three (3) Directors while additional Directors are located and seated.
Article VI – Dues
Section 1: Membership dues shall be set by a majority vote of the Board and due on the first of the year.
Article VII – Government
Section 1: The government of this organization shall be vested in the Board of Directors.
Section 2: The Board of Directors shall have control and management of the property of the organization, subject to the will of the membership. It will be the duty of the Board of Directors to meet no less than quarterly to review the activities of the organization and approve or disapprove reports from committees, the Secretary-treasurer, and to develop plans for future activities. The Board of Directors shall also plan the agenda for the regular meetings of the membership.
Section 3: It shall be the duty of each member of the Board of Directors to attend all Board meetings and should notify the President or Vice President of any anticipated absence and the reason therefore. If a Board Member misses three consecutive meetings that Director will be deemed to have resigned from the Board. They may resume their duties upon a majority vote of the other Board Members.
Section 4: Vacancy in the Board of Directors or in any office shall be filled by appointment by a majority vote of the Board of Directors, such appointees to serve for duration of the term of the individual being replaced or until the next regular election.
Article VIII – Elections
Section 1: Not less than thirty (30) days prior to the annual election the president will select a Nominating Committee of two members.
Section 2: The Nominating Committee shall, not less than thirty days prior to the annual election, decide upon and nominate an adequate number of candidates for all positions on the Board of Directors. Past Board members who are willing and eligible will be automatically nominated.
Section 3: Each qualified member will receive a ballot via printed or electronic form enabling the member to vote for the candidates of their choice.
Section 4: There will be a provision for a write in candidate on the ballot. A write in candidate must be a current member and inform the Secretary of his/her contact information and willingness at least thirty days prior to the annual meeting.
Section 5: A final voting date to be not less than ten days prior to the annual meeting, shall be clearly stated on the ballot, and ballots received after the time shall be deemed ineligible.
Section 6: It shall be the responsibility of the secretary to tabulate the results of the voting and to inform the President of the Chamber of Commerce of the results prior to the January meeting.
Section 8: Directors shall take office on a date coinciding with the annual seating and installation of officers; said meeting will be the first regular meeting each year.
Article IX – Meetings
Section 1: The annual meeting of the organization shall be the first regular meeting of each year.
Section 2: The organization shall hold regular membership meetings at least semi-annually on dates set by the Board of Directors.
Section 3: Meetings of the Board of Directors shall be held at the call of the President or a majority of the Board at a minimum of one meeting per quarter. At all meetings of the Board of Directors a simple majority of the members of the Board shall constitute a quorum. Members will be welcome at and encouraged to attend Board meetings. Member’s ability to speak and time limits will be determined by the Board.
Section 4: Special meetings of the Board of Directors may be called either by the President or the Board. Special membership meetings may be called by the Board.
Article X – Duties of Officers
Section 1: Upon election of the Board of Directors, they shall meet, qualify, and elect from their own number a President, Vice President and a Secretary/Treasurer. The Directors shall have power to fill all officer vacancies.
Section 2: The President, as chief executive officer of the organization, shall supervise the organization’s affairs and activities and shall make an annual report thereon to the members at the last meeting of his/her term. The President shall appoint all committees subject to approval by the Board of Directors and shall be considered an exofficio member of all committees. The President or Vice President shall be the official representative of the organization in relationships with the community and with other organizations, except when from time to time the President may appoint an official representative to take his place during certain given activities.
Section 3: The Vice President shall preside at membership and Board of Directors meetings in the absence of the President and in the event of prolonged absence or disability of the President would be considered to have exactly the same duties and responsibilities as the President.
Section 4: The Secretary/Treasurer shall give notice of all regular and special meetings and shall keep a permanent record of the minutes of such meetings, both membership and Board of Directors. The Secretary/Treasurer shall be custodian of all official records of the organization, shall issue notices of dues payable and be responsible for collection thereof, keep the books of the organization, disburse funds at the direction of the Board of Directors, and shall report in detail at the monthly meetings of the Board of Directors and at such other times as directed on the financial conditions of the organization. By approval of a majority of the members of the Board of Directors, the Secretary/Treasurer shall be empowered to delegate such duties to a capable person who is not a member of the Board of Directors, but nevertheless the Secretary/Treasurer retains the full responsibilities for the accuracy and completeness with which the duties are performed. The Secretary/Treasurer will make available to the full Board at a meeting or, in absence of a meeting, the President a copy of the bank statement and cancelled checks monthly.
Section 5: In the interim between meetings of the Board the Secretary/Treasurer will have authority to issue checks for necessary expenses. The limit on this authorization is $250 individually ($500 with approval of the President) and $1,000 aggregate per month. This authority can be suspended for the remainder of the year by the Board.
Article XI – Executive Secretary
Section 1: The Board of Directors shall be empowered to name a qualified person to serve the organization as Executive Secretary. The definition of duties for the Executive Secretary shall be set by the Board of Directors each year and the Executive Secretary may serve with or without reimbursement. The Executive Secretary will be expected to attend membership and Board of Directors meetings but will not be considered a voting member of the Chamber of Commerce unless the Executive Secretary appointed is also a qualified member.
Article XII – Committees
Section 1: The Board of Directors shall determine the committees deemed proper and necessary to fulfill the objective and purpose of the organization and shall authorize and define the powers and duties of all committees.
Section 2: All committee chairmen, co-chairmen, and members shall be appointed by the President subject to the approval of the Board of Directors.
Article XIII – Parliamentary Procedure
Robert’s Rule of Order shall govern the proceedings of all meetings of the organization and its constituent parts except as provided in these By-Laws.
Article XIV – Delegations
Delegations or special committees shall be appointed by the President, subject to the approval of the Board of Directors, to represent the organization at any convention, meeting or assembly, as may be necessary. Such delegations or committees shall not be limited to fully qualified members of the organization but said delegations or special committees shall consist of at least one or more fully qualified members from whom the chairman will be selected, plus any other qualified and interested persons the President may select for the particular assignment. Such delegations or committees shall exercise only those powers specifically vested in them by the Board of Directors.
Article XV – Communication
All communications between the Board and its members may be by e-mail, telephone, facsimile, or in person unless otherwise indicated here or by the Board. The Board may discuss and vote on any topic via any of these methods. Members, including Board Members, who do not have E-mail will be contacted via one of the other methods.
Article XVI – Amendments
These By-Laws may be changed or amended by a two-thirds (2/3) vote of the members present at any general or special meeting, provided notice of the proposed action has been given each member at his last known address at least ten days prior thereto.
Article XVII – Disbandment
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation, in such manner or to such organization or organizations as are organized and operated exclusively for charitable, educational or scientific purposes as shall at that time qualify as an exempt organization or organizations under §501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) as the Board of Directors shall determine.
Any of such assets not so disposed of by the Board of Directors within twelve (12) months of the dissolution of the Corporation shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, provided such organizations are organized and operated exclusively for such purposes.