Braham Area Chamber of Commerce

By-Laws

December 2001

 ARTICLE I

GENERAL

Section One – NAME

 

            This organization is incorporated under the laws of the State of Minnesota and shall be known as the Braham Area Chamber of Commerce, Incorporated.

 

Section Two – PURPOSE

 

            The Braham Area Chamber of Commerce is organized to advance the general welfare and propriety of the Braham area so that its citizens and all areas of its business community shall prosper.  All necessary means of promotion shall be provided and particular attention and emphasis shall be given to the economic, civic, commercial, agricultural, industrial and education interests of the area. 

 

Section Three – AREA

 

            The Braham area shall mean to include the City of Braham and the immediate area.

 

Section Four – LIMITATION OF METHODS

 

            The Braham Area Chamber of Commerce shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501 (C) (6) of the Internal Revenue Code.

  

ARTICLE II

MEMBERSHIP

 

Section One – ELIGIBILITY

 

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

 

Section Two – APPLICATION FOR MEMBERSHIP

 

            Application for membership shall be in writing, on forms provided for that purpose and signed by the applicant.

 

 

 

Section Three – DUES

 

            Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors and paid annually, being due January 1st of each year.  Non-payment within 30 days results in forfeiture of membership. 

 

Section Four – VOTING

 

            In any proceeding in which voting by members is called for, each member person shall be entitled to one vote, and each member form, association or corporation shall be entitled to one vote.

 

Section Five – EXERCISE OF PRIVILEGES

 

            Any firm, association, corporation, partnership, or estate holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice.

 

Section Six – HONORARY MEMBERSHIP

 

            Distinction in public affairs shall confer eligibility to honorary membership.  Honorary members shall have all the privileges of members, and shall be exempt from payment of dues.  The Board of Directors shall confer or revoke honorary membership by a majority vote.

 

            New businesses and industries will receive honorary memberships for the remainder of the current year or the following year at the discretion of the Board.

 

 

ARTICLE III

MEETINGS

 

Section One – ANNUAL MEETING

 

            The annual meeting of the corporation, in compliance with State Law, shall be held during the first quarter of each year.  The Board of Directors and notice thereof mailed to each member at least ten days before said meeting should fix the time and place.

 

Section Two – ADDITIONAL MEETINGS     (General membership, Board and Committee meetings)

 

            The President may call general meetings of the Chamber of Commerce at any time.  Notice of special meetings shall be mailed or called to each member at least five (5) days prior to such meetings.  Notice of Board meetings shall be given to each director at least one (1) day prior to said meeting.  Committee meetings may be called at any time by the President, respective department vice president or by the committee’s leader. 

 

Section Three – NOTICES, AGENDA and MINUTES

 

            Written notice for all chamber Board members must be given at least five (5) days in advance unless otherwise stated.  An advance agenda and minutes must be prepared for all Board meetings.

 

 

ARTICLE IV

BOARD OF DIRECTORS

 

Section One – COMPOSITION OF THE BOARD

 

            The Board of Directors shall be composed of nine (9) members consisting of the Chamber President, Vice President, Secretary, Treasurer, Past President, 4 Directors and also a non-elected, non-voting representative from the City of Braham.  Two Directors shall be elected annually to serve two-year terms.   The Vice President shall be elected to a three-year term serving as vice president, President and Past President.

 

            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 Two – SELECTION AND ELECTION OF DIRECTORS

 

            Nominations – Two months prior to the Annual meeting, nominations from the general membership for officers and Directors will be solicited.  The Board will compile and contact individuals to assure willingness to serve if elected and set a ballot to be voted on at the Annual meeting.  Each candidate must be an active member in good standing and must have agreed to accept the responsibility.  Absentee ballots will be accepted by Board members.

 

 

ARTICLE V

OFFICERS

 

Section One – DETERMINATION OF OFFICERS

 

            The Board of Directors (new and retiring directors) at its regular meeting following the annual meeting shall reorganize for the coming year.

 

Section Two – DUTIES OF OFFICERS

 

A.      President – The President shall serve as the chief elected officers of the Chamber of Commerce and shall preside at all meetings of the membership and the Board of Directors.

 

The President shall, with the advice and counsel of the Board, assign committee responsibility, subject to Board of Director’s approval.  Each Committee will be responsible for determining that the program activities of the Chamber are of such duration as is required, at all times being alert to assure that the activities of the chamber are directed toward achieving business and community needs in the area serviced by the Chamber.

 

B.      Vice President – The duties of the Vice President shall be as the title by general usage would indicate, and such as required by law, as well as those that may be assigned by the President and the Board of Directors.  They will also have under their immediate jurisdiction all committees pertaining to their general duties.  The Vice President shall assume duties of the President the following year.

 

C.      Treasurer – The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement.  Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Directors.  Checks are to be signed by two of the following:  Secretary, Treasurer or President.

 

D.      Secretary – The Secretary shall prepare notices, agendas and minutes of the Chamber and Board of Directors’ meetings.

 

Section Three – VACANCIES

 

            A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board, unless confined by illness or other absence approved by majority vote of those voting at any meeting thereof. 

 

            The Board of Directors shall fill vacancies on the Board of Directors, or among the officers by a majority vote.

 

Section Four – POLICY

 

            The Board of Directors is responsible for establishing procedure and formulating policy of the organization.  They are also responsible for adopting all policies of the organizations. 

 

 

ARTICLE VI

COMMITTEES AND DIVISIONS

 

Section One – APPOINTMENT AND AUTHORITY

 

            The President, by and with the approval of the Board of Directors, shall appoint all committees and committee leaders.   The President may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber.  Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President unless the Board of Directors approves a different term.

 

            It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.

 

Section Two – LIMITATION OF AUTHORITY

 

            No action of any member, committee, division, employee, director or officers shall be binding upon or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors.

 

            Committees shall be discharged by the President 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 committee.

 

Section Three – COMMITTEE REPORTS

 

            Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence, whom they designated as being familiar enough wit the issue to give a committee report to, or make presentation before the Chamber and other civic and governmental agencies as necessary.

 

Section Four - DIVISIONS

 

            The Board of Directors may create such divisions, bureaus, departments, councils or subsidiary corporations, as it deems advisable to handle the work of the chamber.

 

            The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils or subsidiary corporations.  The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils or subsidiary corporations, including collection and disbursement of funds.

 

            Divisions, bureaus, departments, councils or subsidiary corporations shall take no action or resolution of any kind bearing upon or expressive of the chamber, unless approved by the Board of Directors.

 

 

ARTICLE VII

FINANCES

 

Section One – FUNDS

 

            All money paid to the Chamber shall be placed in designated accounts.

 

Section Two – DISBURSEMENTS

 

            Upon approval of the budget, the Treasurer is authorized to make disbursements of funds.  Unbudgeted expenses must have Board of Directors approval.

 

Section Three – FISCAL YEAR

 

            The fiscal year of the Chamber shall close on December 31.

 

Section Four – BUDGET

 

            The Board of Directors shall set the budget and present it for approval at the annual meeting. 

 

Section Five – ANNUAL AUDIT

 

            Board members shall audit the accounts of the Chamber of Commerce annually as of the close of business on December 31.  The audit shall at all times be available to members of the organization within the offices of the Chamber.

 

Section Six – BONDING

 

            The Treasurer and such other officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity boned in the amount set by the Board and paid for the Chamber.

 

           

ARTICLE VIII

AMENDMENTS

 

Section One – REVISIONS

 

            These by-laws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members at any regular or special meeting, providing the 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 ten (10) days in advance of the meeting at which they are to be acted upon.