ARTICLES OF INCORPORATION
for the
DYER CHAMBER OF COMMERCE
ARTICLE I - Name
This organization is incorporated under the laws of the State of Indiana and shall be known as the DYER CHAMBER OF COMMERCE, INCORPORATED. The location of said organization shall be in the town of Dyer, Lake County, Indiana.
ARTICLE II - Purpose
Section A
Mission Statement: The Dyer Chamber of Commerce (hereinafter “Chamber”) is an association of business, industry, and professional leaders organized to promote commerce for the betterment of the community.
Section B
Limitation of Methods: The Dyer Chamber of Commerce shall be non-profit, non-sectional, non-partisan, and non-sectarian. The Dyer Chamber of Commerce shall not influence nor lend its affluence to facilities, either directly or indirectly, for the nomination, election or appointment of any candidate for political office, on a Township, City, County, State or National level. The Chamber shall abide by all local, state and federal laws that apply to a non-profit organization.
ARTICLE III - Membership
Section A
Eligibility: Any reputable firm, association, corporation, partnership, sole proprietorship or estate (hereinafter “Entity”) having an interest in the above stated objectives shall be eligible to apply for membership.
Section B
Membership: Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. An applicant shall become a member upon the acceptance of the payment of the regularly scheduled dues.
Section C
Dues: Membership dues shall be at such rate or rates, schedules, or formulas as may be from time to time prescribed by the Board of Directors (hereinafter the “the Board”), payable annually in advance. Dues are not refundable.
Section D
Voting: Each Entity shall be entitled to cast one vote by each company representative as listed on the Dyer Chamber of Commerce membership roster.
Section E
Exercise of Privileges: Any Entity holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscription and shall have the right to change its membership nomination upon written notice.
Section F
Associate Memberships: Any representative of a church, individual, or other not-profit agency, as defined by IRS code number 501(c), is eligible to request an Associate membership with no voting rights and no Board position eligibility. Associate memberships will pay no dues.
Section G
Honorary Membership: Eligibility for Honorary membership shall be through the recognition of an Entity’s contribution to the Chamber and/or the community. Honorary members shall have all of the privileges of active members, shall have the right to vote or hold office, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.
Section H
Non-Eligibility/Censure/Expulsion: (1) Any member may resign from the Chamber upon written request to the Board of Directors; (2) Any member failing to pay dues within 90 days after they become due may be dropped from membership by a majority vote of a quorum of the Board of Directors present at any meeting; (3) Any member representative may be censured by a majority vote of the Board of Directors for inappropriate actions that are considered adverse to the objectives and programs of the Chamber, or in violation of the Chamber Bylaws. Formal censure by the Board shall include notice to both the offending member representative as well as notice to the member business; (4) Any member may be expelled by a two-thirds vote of the Board for conduct unbecoming a member or prejudicial to the aims or reputation of the Chamber after notice and opportunity for a hearing before the Board of Directors is afforded to said member. Reasonable notice of the time and place of such hearing shall be given to the member. Absence of the member at the Board hearing shall not preclude expulsion of the member by the Board of Directors as provided for herein.
ARTICLE IV - Meetings
Section A
Fiscal Year: The fiscal year of the Dyer Chamber of Commerce shall close on December 31 of each year. The administration’s fiscal year shall be the same as the calendar year.
Section B
Election Meetings: (1) Board of Directors: The annual Board of Directors election meeting shall be held during the month of November. Ballots shall be mailed to each member not less than fifteen (15) days prior to such date. (2) Officers: The annual election of officers will be held in December at the next regularly scheduled meeting of the Board of Directors.
Section C
Annual Meeting: The annual meeting of the corporation shall be held at the January Board of Directors meeting. The time and place shall be fixed by the President and notice thereof made to each member at least fifteen (15) days before such meeting.
Section D
Additional Meetings: (1) Special Meetings of the organization may be called at any time by the President or by a majority vote of the Board of Directors or by the Secretary on written request of any thirty-three percent (33%) of the members in good standing. The object of Special Meetings shall be stated in the notice of the meeting and no other business shall be transacted. (2) Committee Meetings may be called at any time by the President or by its Chairman, by verbal or written notice to all members of the affected committee.
Section E
Quorums: (1) At any duly called general meeting of the Dyer Chamber of Commerce, fifteen percent (15%), but not less than nine (9) members, of the membership shall constitute a quorum. (2) At Executive and other committee meetings, a majority present shall constitute a quorum. (3) At Board of Directors meetings, fifty-one percent (51%) of the members of the Board of Directors shall constitute a quorum. (4) For special meetings of the Board of Directors, a quorum shall constitute fifty-one percent (51%).
ARTICLE V - Board of Directors
Section A
Board of Directors: The government shall be vested in a Board of Directors that shall have control over its property and the general direction of its affairs. The Board of Directors shall include the President, Vice President, Treasurer, Secretary, to a total of twelve (12) members who shall be elected as hereinafter provided. The President shall cast a vote only when there is a tie. Directors are expected to attend at least fifty percent (50%) of all General Membership meetings. Should a Director miss two (2) unexcused Board meetings, he/she will be contacted by the President, or a person designated by said President, to ask his/her intention regarding attendance at the Board of Directors meetings. The President will decide if an excuse is acceptable or not. If the excuses are deemed unexcused, such member may then be replaced at the discretion of the President.
Section B
Nominations - Board of Directors: A nominating committee of not less than three (3) members shall be appointed by the President at the September Board of Directors meeting and shall have a slate announcement presented at the October general meeting. This committee’s duty shall be to slate nominees from the members of the Dyer Chamber of Commerce. Said committee shall file a list of nominees and their place of business with the Secretary at the October general meeting. Nominations other than the ones recommended by the committee may be made by any member from the floor or by filing the name of the nominee with the Secretary prior to the October meeting. All nominees for election shall have expressed their willingness to serve. Ballots shall be mailed to the entire membership within fifteen (15) days prior to the annual November election meeting.
Section C
Balloting: The nominating committee shall arrange the names of nominees on the ballot in alphabetical order.
Section D
Voting: All voting shall be by secret ballot. Ballots must be received by the Executive Secretary no later than the day before the November Board of Directors meeting.
Section E
Election and Succession of Officers: The officers shall consist of a President, Vice President, Secretary and Treasurer. Officers shall be elected for a term of one (1) year, with no term limits. An officer must be a Board member. While orderly succession to higher responsibility is encouraged to provide continuity, it should not be implied that an officer must move in direct line to another office.
Section F
Terms for Directors: Four (4) members of the Board shall be elected annually for a period of three (3) years.
Section G
Induction: All Directors elected at the election meeting held in November shall be formally inducted into office at the Board meeting in December, and shall officially take over the duties of their offices as of January 1. The officers elected at the December Board meeting will be inducted into office after their election at the same December Board meeting. They shall officially take over the duties of their offices as of January 1.
Section H
Vacancies: Vacancies on the Board of Directors or among the officers shall be filled by the Board of Directors using the following process: (1) The President opens the floor for nomination at which time any Director may nominate a member in good standing who has consented to having their name nominated (2) The President closes the floor for nominations (3) If there is only a single nomination, then a voice vote to elect is appropriate (4) If there is more than one individual nominated, a secret ballot should be taken (5) Each voting member (Director) will select one candidate and write that person’s name on their ballot (6) The Secretary, or other person designated by the President, will collect the ballots, which are then counted by the President and Vice-President (7) A simple majority is needed for election (8) The newly elected Director will take office at the next scheduled Board meeting and complete the term of the Director they are replacing.
ARTICLE VI - Officers
Section A
Nominations - Officers: Directors, upon their election, shall meet and elect from their own number persons to be President, Vice-President, Treasurer and Secretary.
Section B
President: The President shall be the chief officer of the Dyer Chamber of Commerce, shall preside at all meetings of the Board of Directors, shall have general supervision of the business and affairs of the organization, and shall assist in the formulation and promotion of the general program of the Dyer Chamber of Commerce. The President will advise the Board of Directors of any action that might be deemed by him/her to increase the usefulness of the Dyer Chamber of Commerce, subject to the approval of the Board. The President shall appoint all committees. The President may, with the Vice-President and other designated officers, sign all contracts and obligations of the corporation. The President shall preside at all meetings of the Dyer Chamber of Commerce. The President shall be a member, ex-officio, of all other committees of the Dyer Chamber of Commerce. The President shall submit an annual report of the activities of the Dyer Chamber of Commerce to the membership.
Section C
Vice President: The Vice-President shall act in the absence of the President. In the absence or disability of the two (2) officers named as President and Vice-President, the Treasurer shall act temporarily. In the absence or disability of the Treasurer, the Secretary shall act temporarily.
Section D
Secretary: The Secretary shall be Secretary of the Board. He/she shall record, or cause to be recorded, all votes and minutes of all proceedings to be kept for that purpose, and shall act as agent for service of process. He/she shall also have under his/her immediate jurisdiction all committees pertaining to his/her general duties.
Section E
Treasurer: The Treasurer shall be responsible for the safeguarding of all funds received by the Dyer Chamber of Commerce and for their proper disbursement. Such funds shall be kept on deposit in a financial institution approved by the Board of Directors subject to checks signed by the Treasurer, President or other duly authorized officers. He/she shall make a full monthly report, or at such other time as may be required by the President or the Board of Directors, on the financial condition of the Dyer Chamber of Commerce. He/she shall also have under his/her jurisdiction all committees pertaining to his/her general duties. The Treasurer shall also prepare a year-end profit and loss statement for review by the Board of Directors.
Section F
Executive Secretary: The Executive Secretary shall be in charge of the general supervision and management of the office and business affairs of the Dyer Chamber of Commerce. He/she shall conduct the correspondence and preserve the records, documents, and communications.
ARTICLE VII - Committees and Divisions
Section A
Committees and Divisions: The President shall, by authority of the Board of Directors, appoint all committee and committee chairpersons, and may create such other sub-committees to facilitate the work of the organization. To be on a committee or sub-committee, you must be a qualified member in good standing. All committee organization will be subject to and governed by these Bylaws.
Section B
Conflict of Interest: Any officer or member of the Board or Executive Committee shall excuse himself from deliberation or voting on any Dyer Chamber of Commerce matter where a conflict of interest exists.
ARTICLE VIII - Finances
Section A
Funds: All money paid to the Dyer Chamber of Commerce shall be placed in a general operating fund. Charity gaming funds shall be placed in a separate and segregated charity account.
Section B
Disbursements: No obligation or expense shall be incurred and no money shall be appropriated unless the Board of Directors approves the same. Any disbursements over $5,000.00 will require two (2) Officers’ signatures on the checks. Any purchases $500.00 or above shall require 3 bids which the Board of Directors will review and either (1) pick the best bid or (2) reject all bids and request additional information or bids.
Section C
Budget: The Treasurer shall compile a budget of estimated income and expenses for the upcoming year and submit it to the Board of Directors for approval. Said budget is to be used as a guideline. Final disbursement of funds is subject to approval by the Board of Directors.
Section D
Annual Financial Review: The accounts of the Dyer Chamber of Commerce shall be reviewed annually as of the close of business on December 31 by a committee of the Treasurer and an independent accountant. The financial report shall be available to members for examination.
ARTICLE IX - Parliamentary Procedure
Parliamentary Authority: The proceedings of the Dyer Chamber of Commerce meeting shall be governed by and conducted according to the latest edition of Robert's Rules of Order, Revised.
ARTICLE X - Amendments
Amendments: These Bylaws may be amended or altered by a two-thirds (2/3) vote of a quorum of the general members present at any regular meeting of said Board, provided that the proposed amendments in principle shall have been submitted in writing at a previous meeting of the Board.
Revised June 13, 2008
