FARMER CITY CHAMBER OF COMMERCE BY-LAWS

Article 1 – Purpose

Section 1:  Name - The name of this organization shall be the Farmer City Chamber of Commerce.

Section 2: Purpose - The organization shall be chartered as the Farmer City Chamber of Commerce, a non-for-profit (501)(c)(6) corporation under the corporate laws of the State of Illinois. The Farmer City Chamber of Commerce is organized to advance the general welfare and prosperity of the Farmer City area and surrounding communities so that its citizens and all areas of its business community prosper. 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. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, and educational interests of the area.

Article II - Membership

Section 1: Eligibility - Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership. 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.

Section 2: Membership Period - Membership shall be for a period of one Calendar 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: Application - Application and payment of the full amount of dues required shall be necessary for new members. Renewal will occur annually with the payment of dues in full. Special arrangements may be made by the board if necessary.

Section 4: Membership Dues - (1)Membership dues shall be set by a majority vote of the Board and due on the first of the year.

(2)Dues for a new member joining before July 1st are full normal yearly dues. July 1st and after new member dues for that year will be one half normal yearly dues.

Section 5: Termination (resignation, expulsion, and delinquency) - (1)Any member may resign from the chamber upon written request to the board of directors; (3) any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause; (4) and any member may be expelled by a two-thirds vote of the board of directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.

Section 5: Voting - In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast 1 vote.

Section 6: Exercise of Privileges (assignment of membership and any limitations) - Any business, form, association, corporation, partnership, or estate-holding membership may nominate individuals whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its nomination upon written notice. If at any time the individual nominated by the holder to exercise the benefits covered by its membership leave the employment of the beholder, it is the holder that retains the membership and not the individual. The holder will need to assign a new individual for their representation within the Chamber and the previous individual will need to join the Chamber with a new Business Membership under their new employment, or as an individual membership to resign their positions within the Chamber.

Section 7: Honorary Membership - Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members except the right to vote and shall be exempt from payment of dues. The board of directors shall confer or revoke honorary membership by a majority vote.

Article III - Meetings

Section 1: Annual Meeting - The annual meeting of the corporation, in compliance with state laws, shall be held during the first regular meeting of each year.

Section 2: Additional Meetings - The organization shall hold regular membership meetings at least semi-annually on dates set by the Board of Directors.  Additional Meetings (general membership, board, and committee meetings)
General meetings of the chamber may be called by the Board of Directors at any time

Section 3: Quorums - At all meetings of the Board of Directors, a simple Majority of the members of the Board shall constitute a quorum.

Section 4: Meetings of the Board of Directors shall be held at regular intervals, or at a minimum of one meeting per quarter. 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. 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 IV - Board of Directors

Section 1: Composition of the Board of Directors - 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/she 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.

The government and policy-making responsibilities of the chamber shall be vested in the board of directors, which shall control its property, be responsible for its finances, and direct its affairs.

Section 2: Management - 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: Board Meetings - 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 - 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.

Section 5: Termination (resignation, expulsion, and delinquency) - (1)Any Board member may resign from the chamber upon written request to the board of directors; (2) any Board member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause; (3) and any Board member may be expelled by a two-thirds vote of the board of directors, at a regularly scheduled meeting, for failure to perform their respective elected duties or for conduct unbecoming of a Board of Directors Board Member. (4) Board Members who were expelled by the board of directors for failure to perform their respective elected duties or for conduct unbecoming, will not be eligible for election to the Board of Directors in future elections. (5) Positions on the Board of Directors are held by the individual, not the business, firm, association, corporation, or partnership who purchases the business membership. Therefore, if any Director vacates their position on the Board for any reason, that position will be filled by appointment of the Board and not by an individual representation of the business holder from the vacating director.

Section 6: Indemnification - The chamber may, by resolution of the board of directors, provide for indemnification by the chamber of any and all current or former officers, directors, and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which any of them are made parties, or a party, by reason of having been officers, directors, and employees of the chamber, except in relation to matters as to which such individuals shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

Article V - Elections

Section 1: Not less than thirty (30) days prior to the annual election the president will select a Nominating Committee of three 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 electronically, and/or a paper ballot, 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 member and inform the Secretary of his/her contact information and willingness at least 15 days prior to the annual meeting.

Section 5: A final voting date to be not less than seven 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 7: Directors shall take office on a date coinciding with the annual seating, said meeting will be the first regular meeting each year.
Section 8: The newly seated Board of Directors will conduct a separate Closed Session Board Meeting prior to February 1st, where they will discuss and vote on officer appointments. The Officer appointments shall be effective immediately once decided.

Article VI - Officers

Section 1: Determination of Officers

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. All officers shall take office on the first day of the new fiscal year and serve for a term of 1 year or until their successors assume the duties of office. They shall be voting members of the Board of Directors.

Section 2: Duties of Officers

(1) 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, in coordination with the Treasurer, shall issue notices of dues payable and be responsible for collection thereof in a timely fashion, shall appoint all committees subject to approval by the Board of Directors, and shall be considered an ex officio 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.  

(2) 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.

(3) The Secretary shall give notice of all regular and special meetings and shall prepare the agendas for each meeting, as well as keep a permanent record of the minutes of each meeting, both membership and Board of Directors. The secretary shall be responsible for ensuring all members receive the meeting minutes within a reasonable amount of time, and will ensure communication to all members as required by current happenings.

(4)The Treasurer shall be custodian of all official records 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. The Treasurer, in coordination with the President, shall issue notices of dues payable and be responsible for collection thereof in a timely fashion. The Treasurer will make available to the full Board at a meeting or, in absence of a meeting, the current financial reports for the Chamber accounts.

Section 3: Funds 

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.

Section 4: Indemnification

The chamber may, by resolution of the board of directors, provide for indemnification by the chamber any of its officers or former officers as spelled out in Article IV, Section 7 of these bylaws.

Article VII - Committees

Section 1: Appointment and Authority
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. A committee chairmen, co-chairmen, and members shall be appointed by the President subject to the approval of the Board of Directors

Section 2: Limitation of Authority 

No action by any member, committee, division, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the chamber until it has been approved or ratified by the board of directors.

Committees shall be discharged by the chair of the board when their work has been completed and their reports accepted, or when, in the opinion of the board of directors, it is deemed wise to discontinue the committees.

Article VIII - Finances

Section 1: Funds
All money paid to the Chamber shall be placed in the appropriate Farmer City Chamber of Commerce bank account located at the Heartland Bank and Trust in Farmer City, Illinois. Each deposit will be recorded in the annual budget and placed appropriately into the appropriate operating fund for that deposit. Unused funds from the current year’s budget can be placed in the general account.

Section 2: Disbursements

Upon approval of the budget, the President and/or Treasurer are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. All disbursements shall be paid by check from the Farmer City Chamber of Commerce checking account.

Section 3: Budget

At the first annual meeting of the year the Treasurer shall prepare the budget for the new beginning year and submit it to the Board or Directors for approval.
Section 4: Committees

All committees should provide monthly financial updates to the Board of Directors, during which the Treasurer will confirm that the Chamber’s records reflect the same as the committee’s records.

Article IX- Dissolution

Section 1: Procedure

The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall insure or be distributed to the members of the Chamber. On dissolution of the chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the board of directors as defined in IRS Section 501(c)(6).

Article X - Parliamentary Procedure

Section 1: Parliamentary Authority

The current edition of Robert’s Rules of Order shall be the final source of authority on all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.

Article XI - Amendments

Section 1: Revisions

These bylaws may be amended or altered by a two-thirds vote of the board of directors or by a majority of the members at any regular or special meetings, provided that notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the board or the members in writing at least 10 days in advance of the meeting at which they are to be acted upon.

Article XII – Communication

All communications between the Board and its members may be by email, telephone, text messages, 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.