return to member list ADDISON CHAMBER OF COMMERCE & INDUSTRY BY-LAWS ARTICLE 1 NAME Section 1. NAME - The organization is incorporated under the laws of the State of Illinois as a not-for-profit corporation and shall be commonly known as the ADDISON CHAMBER OF COMMERCE & INDUSTRY. (CHAMBER) ARTICLE II PURPOSE Section 1. PURPOSE - The CHAMBER is organized to serve, on a not-for-profit basis, as an action center through voluntary leadership, to foster and promote the industrial, commercial and professional interests in the Village of Addison and its' adjoining areas, all for the well-being of the members of the CHAMBER ARTICLE III MEMBERSHIP Section 1. CLASSIFICATIONS OF MEMBERSHIPS - The CHAMBER shall be comprised of three (3) classifications of membership. Those being: regular; affiliate; and honorary. Section 2. ELIGIBILITY - Any reputable person, association, organization, corporation, partnership or proprietorship having an interest in the purpose of the CHAMBER may apply for membership as either a regular or affiliate member determined by the geographical location of their establishment and rules as outlined below. Section 3. REGULAR MEMBERSHIP - Those businesses, corporations, organizations and residents, whose street address is stipulated as "Addison, Illinois 60101" are eligible for regular membership with full voting privileges. Section 4. AFFILIATE MEMBERSHIP - Those businesses who are not eligible for regular membership in the CHAMBER but having an interest in the purpose of the CHAMBER are eligible for affiliate membership. Section 5. HONORARY MEMBERSHIP - The Board of Directors by majority vote, may bestow honorary membership upon a person or persons recommended to the Board. Honorary members pay no dues and have no voting privileges.( Section 6. ACCEPTANCE OF MEMBERSHIP - Applications for membership shall be on such form or forms as the Board of Directors may from time to time prescribe, and will be submitted to the Board for approval. Approval shall be by a majority of those board members present and voting. Any applicant so accepted shall become a member upon payment of dues in accordance with the dues structure then in effect. Section 7. VOTING RIGHTS - Each member of the CHAMBER shall be entitled to one (1) vote on each matter submitted for a vote of the members. Absentee voting shall not be allowed at any meetings of the CHAMBER. ARTICLE IV BOARD OF DIRECTORS Section 1. The governing and policy-making responsibilities of the CHAMBER shall be vested in the Board of Directors. Section 2. COMPOSITION - The Board of Directors shall be comprised of thirteen (13) voting members. Those being: A. Three elected officers as listed: 1. President 2. Vice President 3. Treasurer B. Nine (9) duly-elected Directors. The Board of Directors shall also include the Past President. C. The Executive Director shall also serve as secretary of the CHAMBER and shall be a non-voting member. Section 3. TERMS AND CONDITIONS OF OFFICERS AND DIRECTORS: A. The officers shall be elected annually for a term of one year; B. All officers of the CHAMBER must be members in good standing with all dues current; C. The officers of the CHAMBER must be elected by a majority of the members voting at the Annual Membership meeting; D . The directors shall be elected annually for a term of two years with the exception of the first election of the CHAMBER when five directors shall be nominated for one (1) year term and five directors shall be nominated for two (2) year terms; E. All directors of the CHAMBER must be members in good standing with all dues current; F . The directors of the CHAMBER shall be elected by a majority of the members voting at the Annual Membership meeting. G . No officer, with the exception of the Treasurer, may be nominated to the same position for more than two consecutive terms. H . Newly elected officers and directors shall be installed within thirty (30) days after the annual meeting. I . The Past President should be the most immediate person having served as President. Section 4. NOMINATING
COMMITTEE - At least ninety days (90) days before the end of the Fiscal
year, the President shall appoint a nominating committee consisting of
five members of the Board of Directors, with one appointed as Chairperson
of the Committee. At least sixty days (60) before the end of the Fiscal
year, the Nominating Committee shall present to the Board of Directors
a slate Section 5. NOMINATION BY PETITIONS Additional names of nominees for Directors may be submitted by petition bearing the original signatures of at least twenty-five (25) percent of the regular members in good standing. Such petitions shall be filed with the Nominating Committee within twenty (20) days after notice has been sent of the slate of nominations by the Nominating Committee. Petitions(s) must be accompanied by written consent of the nominee(s). Section 6. TERMINATION
- A member of the Board of Directors who is absent Section 7. COMPENSATION - No elected member of the Board of Directors (either officer or director) shall be entitled to any compensation for said position. Section 8. DUTIES OF OFFICERS - The duties of the Officers of the CHAMBER shall be as follows: PRESIDENT 1. The President shall serve as the chief elected officer and shall preside at all meetings of membership, Board of Directors and Executive Committee. The President shall also serve as an "ex-officio" member of all committees, with the exception of the nominating committee. 2. The President shall appoint all committees; 3. The President shall direct the assignment(s) of duties of the Executive Director and/or Legal Counsel, if such are employed; 4. The President shall only cast a vote to break a tie; 5. If the President is unable to preside at any meeting, he or she shall appoint the Vice President to act in his/her behalf. 6. The President, with approval of the Board of Directors, shall recommend all appointments to the Board of Directors to fill vacancies. 7. The President shall
have the power and duties of management vested in the office of President
of the Association including, but not limited to, VICE PRESIDENT 1. Upon request of the President, perform the duties and exercise the powers of the President during his/her absence. PAST PRESIDENT 1. Upon request of the President and/or Vice President, perform the duties and exercise the powers of the President and/or Vice President during their absence. TREASURER 1. Collect all funds and deposit them in the bank or financial institution selected by the Board of Directors; 2. Pay all obligations of the CHAMBER as authorized by the Board of Directors; 3. Prepare a monthly financial report to be presented to the Board of Directors. 4. Chair the annual budget committee. Section 9. DUTIES OF DIRECTORS - The duties of the Directors are as follows: 1. Vote upon all applicants for membership to the CHAMBER; 2. Authorize payment
of financial obligations of the CHAMBER in accordance with 3. Vote upon recommendations made by appointed committees regarding projects or programs to be undertaken on behalf of the CHAMBER; 4. Perform other duties
as may be recommended by the President that are generally ARTICLE V COMMITTEES Section 1. COMMITTEE DUTIES - The President, with approval of the Board of Directors, shall authorize and define the powers and duties of all committees designated. Section 2. COMMITTEE APPOINTMENTS - The President of the CHAMBER shall appoint all committees subject to confirmation of the Board of Directors. Section 3. EXECUTIVE COMMITTEE - The Executive Committee shall be composed of the President, Vice President, Treasurer, Immediate Past President, and Board Member "At Large". The "At Large" Board Member shall be appointed by the President and serve a one (1) year term. The Executive Director shall serve as a non-voting member of the Executive Committee. Section 4. DUTIES
OF EXECUTIVE COMMITTEE - During the interim between meetings of the Board
of Directors, the Executive Committee shall have general charge of the
business of the CHAMBER. Section 5. AUDIT COMMITTEE
- An Audit Committee shall be appointed by the President. This committee
shall have the responsibility of conducting an audit, review or compilation
of the CHAMBER ARTICLE VI MEETINGS Section 1. ANNUAL MEETING - An Annual meeting of the membership shall be held on such date in the first month of the fiscal year as the Board of Directors shall determine. Section 2. BOARD OF DIRECTORS - The Board of Directors shall meet at least once a month at a time and place convenient to the members of the Board. Seven members of the voting thirteen members of the Board shall constitute a quorum. Section 3. EXECUTIVE COMMITTEE - The Executive Committee shall meet at the request of the President or any two members of the Executive Committee at a time and place convenient to the members of the Executive Committee. Section 5. SPECIAL MEETINGS - Special membership meetings may be called by the President, a majority of the Directors or by 25% (twenty five percent) of the members of the CHAMBER in good standing, with the purpose of the meeting stated. Section 6. NOTICE
OF MEMBERSHIP MEETINGS - Written notice stating the place, day and hour
of any membership meeting or special meeting of the CHAMBER shall be sent
to each member at least Section 7. QUORUM
- At the Annual Membership Meeting or a special meeting, five percent
(5%) of the membership shall constitute a quorum. At the Membership meeting
or Special meetings, ARTICLE VII DUES Section 1. ANNUAL DUES - A schedule of annual membership dues shall be determined by the Board of Directors and shall be payable within a time period set forth by said Board. Section 2. RENEWAL DUES - Dues of new members shall be payable in the month in which such new member shall be approved for membership. Dues shall be for a one-year period and shall be renewable during the month of each subsequent anniversary of membership. Section 3. DEFAULT AND TERMINATION OF MEMBERSHIP - A member may be suspended or expelled for nonpayment of dues or other financial obligation to the CHAMBER by a majority vote of the Board of Directors. No member who is expelled for nonpayment of dues shall be reinstated as a member in good standing until said member has reapplied for admission, has paid those dues owing and in arrears for the year(s) in which the member was terminated for nonpayment of dues, and has paid the current year's dues and otherwise met the requirements of membership. Cases with extenuating circumstances would be individually reviewed by the Board. ARTICLE VIII CONTRACTS, CHECKS, DEPOSITS AND FISCAL YEAR Section 1. CONTRACTS - The Board of Directors may authorize any officer(s) to enter into a contract or execute and deliver any instrument in the name of and on behalf of the CHAMBER. Such authority may be general or confined to specific instances. Section 2. CHECKS - All checks, drafts or other orders for the payment of funds issued in the name of the CHAMBER shall be signed by two (2) of the following officers of the CHAMBER: President, Vice President, Past President or Treasurer. The Executive Director shall verify that all payables are correct, and at the time of payment, that there are sufficient funds in the budget allocations to which each is chargeable. Section 3. All funds of the CHAMBER shall be deposited in such depositories as designed by the Board of Directors. Section 4. FISCAL YEAR - The fiscal year of the CHAMBER shall be January 1st to December 31st. ARTICLE IX EMPLOYED STAFF Section 1. EXECUTIVE DIRECTOR - The Board of Directors shall appoint an Executive Director of the CHAMBER to conduct the day-to-day operation of the CHAMBER. The Executive Director shall be the chief administrator and shall perform such duties as may be assigned by the Board of Directors. Compensation of the Executive Director shall be determined by the Board of Directors. Section 2. ADDITIONAL STAFF - The Board of Directors may, upon the recommendation of the Executive Director, approve additional employed staff for the CHAMBER. ARTICLE X AMENDMENTS TO BY-LAWS Section 1. The by-laws of the CHAMBER may be amended in the following manner: 1. Recommendations made by the Board of Directors to amend these by-laws shall be by written notice to the regular membership of the CHAMBER. 2. Written notice of the proposed amendments shall be sent to each member at least thirty (30) days prior to the annual meeting or a special meeting called for the specific purpose of voting upon the proposed amendment(s); 3. Adoption of the amendment shall be upon a favorable vote of two-thirds (2/3) or more of the votes cast at said meeting. ARTICLE XI PARLIAMENTIARY AUTHORITY Section 1. PARLIAMENTIARY PROCEDURE - The current edition of Robert's Rules of Order shall be the final source of authority in all questions or parliamentary procedure when such rules are not inconsistent with these By-laws. ARTICLE XII LIABILITY AND BONDING Section 1. All Officers, Directors and Employees of the CHAMBER shall be provided as deemed necessary, with appropriate liability insurance or bonding to be reviewed annually by the Budget and Finance Committee. The expenses of said insurance and/or bonding shall be paid by the CHAMBER. ARTICLE XIII WAIVER AND NOTICE Section 1. Whenever any notice is required to be given under the provisions of the General Not-For-Profit Corporation Act of Illinois or under the Articles of Incorporation of the by-laws of the CHAMBER, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XIV LIMITATION OF AUTHORITY AND/OR METHODS Section 1. LIMITATION OF AUTHORITY - No action by any member, committee, 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. Section 2. LIMITATION OF METHODS - The CHAMBER shall observe all local, state and federal laws which apply to a non-profit corporation as defined in Section 501 (c) (6) of the Internal Revenue Code, as amended from time to time.This organization in its activities shall be non-partisan, non-sectional and non-sectarian, and shall take no part in or lend its influence in the election or appointment of any candidate for public office. ARTICLE XV DISSOLUTION OR MERGER Section 1. In the event of dissolution or merger of the CHAMBER, the procedures followed be those as provided in the Illinois Statutes regarding Not-for-Profit organizations. return to member list |