Proposed Changes 20090226

BY-LAWS

PIKE COUNTY CHAMBER OF COMMERCE

787 Hambley Boulevard

Pikeville, KY 41501

ARTICLE I- GENERAL

Section 1- Name

This organization is incorporated under the laws of the Commonwealth of Kentucky and shall be knows as the Pike County Chamber of Commerce, Inc., (sometimes hereinafter referred to as “CHAMBER”).

Section 2- Purpose

It shall be the Mission of the Pike County Chamber of Commerce to improve, advance, and unite Pike County in commerce, transportation, education, and quality of life; to secure job opportunities and training for our own available workforce; to promote Pike County and Eastern Kentucky to prospective businesses and industries; to affect civic and social improvements; to promote integrity, good faith, and equitable business principles; and to assume leadership in Eastern Kentucky. The Pike County Chamber of commerce was organized to advance the general welfare and prosperity of Pike County 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, cultural, industrial, and educational interests of the area.

Section 3- Limitation of Methods

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

ARTICLE II - MEMBERSHIP

Section 1- Eligibility

Any person, association, corporation, partnership, or any other business entity having an interest in the objectives of the organization shall be eligible to apply for 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 selected, shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.

Section 3- Investments

Membership investments shall be at such rate(s), scheduled or formula (as many may be from time to time) prescribed by the Board of Directors, in the CHAMBER’s Policy & Procedures payable in advance.

Section 4- Termination (Resignation, expulsion, and delinquency)

(A) Any member may resign from the Chamber upon written request to the Board of Directors.

(B) Any member may be removed from the membership list for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause.

(C) After notice and opportunity for hearing, 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 the repute of the Chamber.

Section 5- Voting

In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote.

Section 6- Exercise of Privileges

Any firm, association, corporation, partnership, or any other business entity 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 7- Orientation

At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new directors, officers and directors, committee chairs, and new members.

Section 8- 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 law, shall be held each year, at a time and place fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

Section 2- Additional Meetings (General membership, Board and Committee meetings)

General meetings of the Chamber may be called by the Chairman at any time, or upon petition in writing of ten (10%) percent of the members in good standing: (A) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meeting; (B) Board meetings may called by the Chairman or by the Board of Directors upon written application of one-third of the members of the Board. Notice (including the purpose of the meeting) shall be given to each director at least three (3) days prior to said meeting; (C) Committee meetings may be called at any time by the Chairman or by the committee’s chairperson.

Section 3- Quorums

At any duly called general meeting of the Chamber three(3%) percent of the members shall constitute a quorum; at a Board meeting, a majority shall constitute a quorum except when a committee consists of more than nine (9) members. In that case, five (5) shall constitute a quorum.

Section 4- Notices, Agenda, and Minutes

Written notice of all Chamber meetings must be given at least three (3) days in advance unless otherwise stated.

ARTICLE IV- BOARD OF DIRECTORS

Section 1- Composition of the Board

The governance of the Chamber, the direction of its work and the control of its property shall be vested in the Board of Directors consisting of twenty-four (24) members, eight (8) of whom shall be elected or appointed each year. Directors shall be elected by the general membership of the Chamber except as setout herein. Each director, elected or appointed, shall serve a term of three years, and no member of the Board who has served a full three-year term shall be eliigible for re-election or re-appointment until after the lapse of one year from his/her term as Director.

Three of each year’s class of Directors shall be appointed by the Chairman from members having their residence or place of business within Pike County but outside the city limits of Pikeville. The appointed Directors shall be named with the advice and consent of the Board of Directors.

The Directors shall have the power to fill all vacancies on the Board caused by other than expiration of a Director’s term, and the Board shall have power to determine the length of terms of Directors so that no more than eight (8) Directors’ terms expire in any one year. They shall meet at such regular time and place as may be determined by them, and not less than ten (10) times per year. They shall submit at the annual meeting a full report of the work and finances of the Chamber.

Section 2- Ex-Officio Members

Persons serving as Ex-Officio members of the Board of Directors shall be the Pike County Judge Executive and the Mayors of all the official incorporated cities in Pike County. All Ex-Officio members are non-voting members.

Section 3- Absenteeism

Absence from three consecutive regular meetings of the Board of Directors without an excuse deemed valid and so recorded by the Board of Directors may be construed as a resignation from the board of Directors. Notice shall be given by registered mail to any board member who misses two consecutive meetings of the board of Directors without a valid excuse informing him/her that missing another meeting may be construed as a resignation from the Board.

Section 4

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. The Board of Directors may adopt rules for conducting the business of the chamber. In addition, the ExecutiveCommittee may review the Chamber By-Laws annually or as needed.

Section 5

Any member of the Board of Directors who holds, or runs for a public office shall resign his/her position on the Board of Directors. This section shall not apply to Directors of the CHAMBER who are Ex-Officio.

Section 6

In the Board’s discretion vacancies in the office of the Chairman prior to the normal expiration of a full term may be filled by the Chairman-Elect and Vice Chairman automatically moving up to the next higher office for the remaining unexpired term. In that event, the board of Directors by majority vote shall then fill the office of the Vice Chairman. Upon completion of the unexpired term, succession and election of officers shall proceed as discussed in Article IV -1. If a Chairman-Elect moves up to fill an unexpired term as Chairman, he or she is eligible to serve an additional full term as Chairman.

ARTICLE V- ELECTION PROCEDURE FOR BOARD MEMBERS

Section 1

A committee composed of the Board members who are rotating off the Board and the Executive committee shall be the Nominating and Election committee for the Board.

Section 2

The time table for election of the Board members shall be as follows: (1) the Nominating and Election Committee shall meet no later than the first Thursday in May to begin the nomination process. (2) The Nominating committee shall publish a slate of nominees to the membership of the Chamber no later than the day following the regularly scheduled Board Meeting for the month of May. (3) If no petition is filed as provided in Paragraph B of this Section, then the nominated Candidates shall be declared elected by the Board at the Board’s next regular monthly board Meeting. (4) If a valid petition is filed then the nominating Committee shall prepare a ballot with the names of all candidates arranged in alphabetical order and shall be mailed a ballot with the names of all properly nominated candidates for Director, by the Monday following the first Thursday in June. All ballots for Director must be received in the Chamber office by 4:00 p.m. local time on the third Thursday in June. (5) The Nominating committee shall immediately count the ballots at the Chamber office and issue a report of its finding to the Board of Directors at its next regularly scheduled monthly Board Meeting. The Board of Directors shall declare the number of candidates with greatest number of votes as being elected Director. The newly elected Board members shall take office the first day of July.

A. Nominations: The Nominating and Election Committee shall present to the Chairman a slate of candidates necessary to fill the appropriate vacancies to serve three-year terms to replace the Directors whose regular terms are expiring. Each candidate must be in good standing and must have agreed to accept the responsibility of a directorship.

B. Nomination by Petition: Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least ten (10) qualified members of the Chamber. Such petition shall be filed with Nominating committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Nominating and Election committee as to the legality of the petition (s) shall be final.

C. Determination: If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of (number of vacancies) candidates shall be declared elected by the board of directors at their regular monthly Board meeting.

The ballots shall be marked in accordance with accordance with instructions printed on the ballot and returned to the Chamber office within ten (10) days. The board of Directors shall declare the candidates with the greatest number of votes elected, at this regular monthly board meeting.

Section 3- Seating of New Directors

All newly elected and appointed Board members shall be seated at the regular monthly board meeting and shall be participating members thereafter. Retiring Directors shall continue to serve until the end of the program year.

Section 4- Vacancies

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

Section 5- Policy

The Board of Directors is responsible for establishing procedure and formulating policy of the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a policy manual, and reviewed annually for revision as necessary.

Section 6- Management

The Board of Directors shall employ a President/CEO and shall fix the salary and other considerations of employment.

Section 7- 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 they or any of them are made parties, or a party, by reason of having been officers, directors or 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 of misconduct.

ARTICLE VI- OFFICERS

Section 1- Officers’ Election

During the regular Board meeting held the Fourth Thursday of May, the Board of Directors shall, as a part of its regular scheduled agenda, elect officers for the ensuing year. The officers to be elected the first year under these by-laws shall be the Chairman, Chairman-Elect, Vice-Chairman, Treasurer, and Secretary.

The Board shall receive nominations from the floor, for the various offices beginning with the office of Chairman, Chairman-Elect, Vice-Chairman, Treasurer and Secretary. The Chairman-Elect and Vice-Chairman shall automatically move up to the next higher office.

The Board of Directors shall nominate from the floor the officers in the order as set out herein. A secret ballot shall be used, and the highest vote getter shall be declared the winner. New officers shall take office on July 1.

Section 2- Duties of Officers

(A) Chairman: The Chairman shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee.

The Chairman shall assign Vice-Chairs to divisional or departmental responsibility, subject to the Board of Directors approval.

(B) Chairman-Elect: The Chairman-Elect shall exercise the power and authority and perform the duties of the Chairman in the absence or disability of the Chairman.

(C) Vice-Chairman: The duties of the Vice-Chairman shall be as such, required by law, and those that may be assigned by the Chairman and Board of Directors.

(D) Secretary: The Secretary, or his/her designee shall (1) keep the minutes of the Board of Directors; meetings; and (2) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors.

(E) 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 manner approved by the Board of Directors. Checks shall require only the signature of the President/CEO for all reoccurring expenses and budgeted items. Further, the monthly bank statement shall be mailed to the Treasurer and a check detail will be provided to the Executive Committee monthly.

The Treasurer shall cause a monthly financial report to be made to the Board of Directors.

(F) President/CEO: The President/CEO shall be the chief administrator and executive of the CHAMBER. The President/CEO shall cause to be prepared notices, agendas and minutes of meetings of the Board.

The President/CEO shall be responsible for hiring, discharging, directing, and supervising all employees.

With the cooperation of the Executive Committee of the Board and the Chairman and Chairman- Elect, the President/CEO shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to approval of the Board of Directors. The President/CEO shall also be responsible for approving all expenditures within approved budget allocations. The budget shall be prepared and presented to the Board of Directors at the June Board Meeting.

ARTICLE VII- COMMITTEES

Section 1

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

Section 2

The Chairman shall appoint all committees and committee chairs, subject to confirmation by the Board of Directors.

Section 3

The Executive Committee shall be composed of the Chairman, Chairman-Elect, Vice Chairman, Treasurer, Secretary, Immediate Past Chairman, two board members appointed by the Chairman-Elect, and two board members elected by the Board at the AugustJuneboard meeting.

Section 4

In the interim between meetings of the board, the Executive committee shall have charge of the routine business of the Chamber. It shall have general charge of the finance and property of the chamber and shall have authority for ordering disbursements for necessary expenses, and may grant to any committee a reasonable amount of money for committee work, provided such amount shall not exceed the budgeted amount previously approved by the Board. At the end of the fiscal year, it shall prepare and submit to the Board, a budget of the general expenses of the chamber for the coming year.

Section 5

The Executive Committee may refer matters brought before it to a committee or to the Board.

Section 6

The Executive committee shall conduct an annual accounting of chamber’s expenditures and income. The Executive committee shall approve all bills in excess of $1,000.00. At the close of business for the fiscal year, the Treasurer shall report to the Board of Directors and to the membership of the chamber a summation of the chamber’s income, expenditures, and assets. All recommendations for expenditures outside the budget shall be submitted to the Executive Committee, whose recommendations shall be submitted to the board for approval.

Section 7-- 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 is approved or ratified by the Board of Directors.

The Chairman shall discharge committees when their work is completed and their reports are accepted, orwhen in the opinion of the board of Directors, itis deemed wise to discontinue the committees.

ARTICLE VIII - DISBURSMENTS

Section 1

All disbursements of the funds of the Chamber shall be subject to the general supervision and approval of the Board of Directors. All disbursements shall be made by check signed by the procedure set out in Article VI, Section 2 (D).

Section 2

Upon approval of the budget, the Treasurer and/or Chairman and/or President/CEO shall be authorized to make disbursements for all reoccurring expenses and budgeted items up to and including $1,000.00 for ordinary and usual expenses provided for in the budget without the additional approval of the Board of Directors but all such disbursements shall be subject to review by the Executive Committee.

ARTICLE IX - FISCAL YEAR

Section 1

The Chamber shall operate on a fiscal year basis from July 1 to June 30 of the following year. The annual meeting shall be within thirty (30) days of the beginning of each fiscal year.

ARTICLE X - PARLIAMENTARY PROCEDURE

Section 1

The proceedings of the chamber membership and Board of Directors meeting shall be governed by and conducted according to the latest edition of Roberts’ Manual of Parliamentary Rules unless otherwise set out herein.

ARTICLE XI - AMENDMENTS

Section 1

These By-Laws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the membership of the Pike County Chamber of Commerce, provided notice of the proposed change shall have been mailed to each member not less than five days prior to such meeting.

ARTICLE XII - ORGANIZATIONAL STRUCTURE

Section 1

Nothing in these By-Laws shall prohibit the Chairman from proposing such organizational structure, as he/she may believe appropriate to carry out the work of the Chamber.

ARTICLE XIII - FINANCES

Section 1-Funds

All money paid to the Chamber shall be placed in a general operating fund.

Section 2--Annual Audit

ACPA shall audit the accounts of the Chamber of Commerce annually at close of business on June 30. The audit shall at all times be available to members of the organization within the offices of the Chamber.

Section 3-Bonding

The Chairman and such other officers and staff designated by the Board of Directors, shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber.

Section 4 - Annual Pay Raises

Annual raises for the CEO and the staff are at the discretion of the Board of Directors. The CEO will provide feedback and recommendations for the staff. Possible raises will need to be assessed and voted in place at the June Board meeting in order to take effect July 1^st.

ARTICLE XIV - DISSOLUTION

Section 1-Procedure

The Chamber shall use its funds only to accomplish the objectives and purposed specified in the By-Laws, and no part of said funds shall inure, or distributed to the members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one of 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) (3).

APPROVED BY:

PIKE COUNTY CHAMBER OF COMMERCE

BOARD OF DIRECTORS

ON THE ____ DAY OF ______, 2009

BY: _________________________________

DANNY VANHOOSE, CHAIRMAN