Killingworth Chamber of Commerce Constitution

This corporation shall be known as the Killingworth Chamber of Commerce, Inc., hereinafter referred to as the Chamber of Commerce.

Article II Purpose

The purpose of the Chamber of Commerce shall be to create a more favorable atmosphere for local business in harmony with the quality and character of the community.

Article III Membership

Section 1 Eligibility

Any reputable person, association, corporation, partnership, estate or other form of business entity having an interest in the growth and sound development of the Town of Killingworth shall be eligible to apply for regular membership.

Section 2 Election

Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Election of members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled dues as provided in Section 3 of Article III.

Section 3 Dues

Membership shall be at such rate or rates as may be from time to time prescribed by the Board of Directors. All dues are to be paid annually in the month of April of each year.

Section 4 Voting

Each member, person, association, corporation, partnership, estate or other form of business entity, shall be entitled to cast one vote.

Section 5 Exercise of Privileges

Any member, other than individuals, may nominate an individual whom the member desires to exercise the privileges of Membership, and shall have the right to change its membership nomination upon written notice. Written notice is required for the exercise of voting rights by any person other than the president or owner of a corporation or other legal entity.

Section 6 Termination

Any member may terminate membership by written notification to the Board of Directors. Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting thereof, for:

A Non payment of dues after 90 days unless such period is extended for good cause.

B. Conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member complained against.

Article IV Meetings

Section 1 Annual Meeting

The annual meeting of the corporation shall be held during April of each year for the purpose of electing officers, receiving reports of officers and committees and for any other business that may arise. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

Section 2 Regular Meetings

Regular meetings shall be held, from time to time, at a date and place to be designated by the Board of Directors and at such other times as may be specified by the Board. Notice thereof shall be mailed to members no less than ten (10) days before said meetings.

Section 3 Special Meetings

Special meetings of the Chamber of Commerce may be called by the president or upon written request of ten (10) members. The call shall contain a statement of the purpose of the meeting and no other business shall be transacted at said meeting. Notice thereof shall be mailed to members no less than ten (10) days before said meetings.

Section 4 Quorums

A. At any duly called General Meeting of the Chamber, ten (10) members shall constitute a quorum.

B. Seven (7) directors present shall constitute a quorum of the Board of Directors.

C. At committee meetings a majority shall constitute a quorum, except when a committee consists of more than nine members, five (5) shall constitute a quorum.

Article V Board of Directors

Section 1 Directors

The Board of Directors shall be composed of the President, Vice-President, Recording Secretary, Treasurer, Corresponding Secretary and eight (8) other members, who shall be elected annually to serve for two (2) years. The chairman of divisions, if any, and the immediate Past President of the Chamber of Commerce shall be ex-officio members of the Board of Directors.

The government and policy-making responsibilities of the Chamber of Commerce shall be vested in the Board of Directors; which shall control its property, be responsible for its finances and direct its affairs. The Board of Directors shall meet monthly.

Section 2 Nominations

The President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and Directors shall be nominated for election by a Nominating Committee, appointed by the Board of Directors consisting of two (2) members from the Board and one member-at-large. The Nominating Committee shall nominate for the Board of Directors one member of the Chamber of Commerce for each vacancy on the Board of Directors. Each person so nominated shall have expressed his/her willingness to serve. The Nominating Committee shall submit the proposed slate of nominees in writing to the membership at least thirty (30) days prior to the date of the annual meeting.

Section 3 Election of Directors and Officers

Directors and officers shall be elected by the entire voting membership at the annual meeting, and each member in good standing is entitled to one vote.

Section 4 Term of Office

The term of office for President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer shall be two years.

Section 5 Vacancies

The office of any director who shall be absent from three (3) regular consecutive meetings of the Board of Directors may be deemed vacant, at the discretion of the Board of Directors, by a quorum vote. Notice of such vacancy must be submitted in writing to the individual whose position is being declared vacant, and be stated in the minutes. Vacancies on the Board of Directors, or among the officers, shall be filled at the next meeting of the Board of Directors by a quorum vote.

Article VI Officers

Section 1 President

The President shall preside at all meetings of the Board of Directors, and shall perform all duties incident to the office, and shall advise such action as deemed likely to increase the usefulness of the Chamber. The President shall be an ex-officio member of all Chamber of Commerce Committees. In the President’s absence or inability to act, the Vice-President shall act as President.

Section 2 Vice-President

Other duties of the Vice-President shall be such as the title by general usage would indicate, and such as required by law, as well as those that may be assigned by the Board of Directors.

Section 3 Treasurer

The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber of Commerce and for their proper disbursement. Such funds shall be kept on deposit in a financial institution(s) approved by the Board of Directors. Disbursement checks m excess of $500 shall require the signature of the Treasurer and one (1) other officer to be determined by the Board. The Treasurer shall make a full report of the financial condition of the Chamber of Commerce annually and provide a monthly treasurer’s report to the Board of Directors.

Section 4 Recording Secretary

The Recording Secretary shall keep records of the proceedings of the meetings of the Corporation, of the Board of Directors and of all the committees.

Section 5 Corresponding Secretary

The Corresponding Secretary shall be responsible for routine mailings, notifying members of upcoming meetings, and such other responsibilities as the president shall assign.

Article VII Committees and Divisions

Section 1 Appointment

The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairman provided for in these bylaws and may create such other committees and divisions as will facilitate the work of the association.

The President and Vice-President shall be ex-officio members of the committees and divisions.

All committees and division organizations will be subject to, and governed by, these bylaws.

Each committee/division chairman shall submit a written report prior to the annual meeting.

Section 2 Limitation of Power

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 of Commerce until it has been approved or ratified by the Board of Directors.

Section 3 Testimony

Testimony and/or presentations before civic and governmental agencies shall be given only by the appropriate committee/division chairman or a committee/division member designated by the chairman and/or the President of the Chamber of Commerce.

Article VIII Finances

Section 1 Funds

All money paid to the Chamber of Commerce shall be placed in a general operating fund, except that money subscribed or contributed for a specific purpose shall be placed in a separate fund for such purpose. These funds shall be subject to provisions in Article VI, Section 3.

Section 2 Disbursements

No obligation or expense shall be incurred and no money shall be appropriated or paid, except with regulations adopted by the Board of Directors.

Section 3 Fiscal Year

The fiscal year of the Chamber of Commerce shall close on the last day of March.

Section 4 Budget

A budget shall be prepared by the Treasurer and presented to the Board of Directors for action prior to March 31. A budget shall then be prepared for the fiscal year beginning the first day in April and submitted to the Chamber at its annual meeting.

Section 5 Annual Report

The account(s) of the Chamber of Commerce shall be audited annually by one (1) qualified member, selected by the Board of Directors, prior to June first for the preceding year. The report shall be available to the members for examination.

.Section 6 Bond

The Treasurer shall be bonded in such amount, and in such manner, as the Board of Directors deems necessary.

Article IX Parliamentary Procedure

Section 1 Authority

The proceedings of the Chamber of Commerce meetings shall be governed by and conducted according to the latest edition of Robert’s Rules of Order.

Article X Amendments

These bylaws may be amended by a majority of the regular members voting at any meeting of the organization, or by ballot provided by the Chamber of Commerce on instruction from the Board of Directors. Notice of any proposed change(s) must be given in the call for the meeting, or with the ballot. A copy of the proposed amendment(s) shall be mailed to the members at least five (5) days before such meeting or vote.

Article XI Dissolution

The Chamber of Commerce shall use its funds only to accomplish the objective and purposes specified in the Constitution and Bylaws, and no part of said funds shall insure, or be distributed to, a member of the Chamber. On dissolution of the Chamber of Commerce, 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.