Cotter Area Chamber of Commerce By-laws

ARTICLE I       General

This organization is incorporated under the laws of the State of Arkansas and shall be known as the Cotter Area Chamber of Commerce, Inc.

The Cotter Area Chamber of Commerce, Inc., is organized to achieve the objectives of

1. Restoration and revitalization of existing downtown Cotter and historic sites;

2. Commercial opportunities will be explored and promoted for downtown Cotter and along the Highway 62/412 corridor;

3. Community, county and state incentives will be pursued to develop new arts and commercial enterprises;

4. Tourism opportunities will be promoted to capitalize on our designation as "Trout Capital, USA" and

5. Educational opportunities will be provided for arts and commerce for learners of all ages within the community.

The Cotter Area Chamber of Commerce, Inc., is organized to advance the general welfare and prosperity of the Cotter 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, cultural, industrial and educational interests of the area.

The surrounding areas shall mean to include the cities or communities of: Cotter, Gassville, Midway, Flippin and the counties of Baxter and Marion.

The Cotter Area Chamber of Commerce, Inc., 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

Any person, association, corporation, partnership or estate having an interest in the objectives of the Cotter Area Chamber of Commerce, Inc., shall be eligible to apply for membership.

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 investment.

Membership investments shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable in advance.

Any member may resign from the Chamber upon written request to the Board of Directors. Any member shall be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after ninety (90) days from the date due, unless otherwise extended for good cause. Any member may be expelled by a two-thirds vote of the Boards of Directors, at a regularly scheduled meeting thereof, for 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.

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

In any proceeding in which voting by members is called for, each member person shall be entitled to one vote, and each member firm, association or corporation shall be entitled to a number of votes determined by the amount of investment paid, not to exceed ten (10) votes.

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

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

The annual meeting of the Cotter Area Chamber of Commerce, Inc., in compliance with State Law, shall be held during January of each year. 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.

General meetings of the Chamber may be called by the President at any time, or upon petition in writing of any six members in good standing:

a) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings;

b) Board meetings may be called by the President or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each director at least one (1) day prior to said meeting;

c) Committee meetings may be called at any time by the President, respective department Vice President, or the committee's chairman.

At any duly called general meeting of the Cotter Area Chamber of Commerce, Inc., ten (10) members shall constitute a quorum; at the Board meeting, a majority of directors present shall constitute a quorum; at committee meetings, 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.

Written notice of all the Cotter Area Chamber of Commerce, Inc., meetings must be given at lease five days in advance unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of this organization's procedures manual.

ARTICLE IV      Board of Directors

The Board of Directors shall be composed of seven members, one-third of whom shall be elected annually to serve for three (3) years, or until their successors are elected .and have qualified. The incoming President may appoint, subject to the approval of the Board from (3) to (6) members to the Board to serve one-year terms. The Past President shall serve as member of the Board.

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.
At the regular August Board meeting, the President shall appoint, subject to approval by the Board of Directors, a Nominating Committee of five members of the Chamber. The President shall designate the chairman of the committee.

Prior to September, the Nominating Committee shall present to the President a slate of three candidates to serve three-year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of the directorship. No Board member who has served two consecutive three-year terms is eligible for election for a third term. A period of one (1) year must elapse before eligibility is restored.

If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of three candidates shall be declared elected by the Board of Directors at their regular October Board meeting.

The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber within ten days. The Board of Directors shall at its regular October Board meeting declare the number candidates with the greatest number of votes elected.

All newly-elected and appointed Board members shall be seated at the regular October general membership meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year.

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 a majority vote of those voting at any meeting thereof.

Vacancies of the Board of Directors, or among the officers, shall be filled by the Board of Directors by a majority vote.

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, to be reviewed annually and revised as necessary.

The Cotter Area Chamber of Commerce, Inc., 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 or misconduct.

ARTICLE V      Officers

The Board of Directors (new and retiring) at its regular December meeting shall reorganize for the coming year. The Nominating Committee for Directors shall also nominate officers each year. At this meeting, the Board shall elect the President, Secretary, and as many Vice Presidents as is deemed necessary to conduct the activities of the Chamber, and the Treasurer. Officers will be elected from members of the new Board. All officers shall take office on the first day of the new fiscal year and serve for a term of one (1) year or until their successors assume the duties of office. They shall be voting members of the Board of Directors.

The President shall serve as the chief elected officer of the Cotter Area Chamber of Commerce, Inc., and shall preside at all meetings of the membership, Board of Directors and Executive Committee.

The President shall determine all committees, select all committee chairmen, assist in the selection of committee personnel, subject to approval of the Board of Directors.

The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. As such, the Chairman-elect and committee will be responsible for determining that the program activities of the Chamber are 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 served by the Chamber.

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 the Treasurer and the President, or, in the absence of either or both, by any two officers. The Treasurer shall cause a monthly financial report to be made to the Board.

The Secretary shall take minutes of Board of Directors meetings, and general membership meetings, and handle necessary written correspondence as might be required.

The President shall be a member of the Board of Directors, the Executive Committee and all committees.

With the cooperation of the Board of Directors and Budget Committee, the President 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 shall also be responsible for all expenditures with approved budget allocations.

The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. . It shall be composed of the President, Vice President, Treasurer and Secretary.

The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber or any and all of its officers or former officers as spelled out in these bylaws.

ARTICLE VI       Committees and Divisions

The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairmen. The President may appoint such ad hoc committees and their chairmen 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 a different term is approved by the President.

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

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 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 committees.

Once committee action has been approved by the President, it shall be incumbent upon the committee chairmen or, in their absence, whom they designate as being familiar enough with the issue, to give testimony to, or make presentations before, civic and governmental agencies.

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

No action or resolution of any kind shall be taken by divisions, bureaus, departments, or subsidiary corporations have bearing upon or expressive of the Chamber, unless approved by the Board of Directors.

ARTICLE VII       Finances

All money paid to the Cotter Area Chamber of Commerce, Inc., shall be placed in a general operating fund. Funds unused from the current year's budget will be placed in a reserve account.

Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be by check.

The fiscal year of the Cotter Area Chamber of Commerce, Inc., shall close on December 31st.
As soon as possible after election of the new Board of Directors and officers, the Executive Committee or Budget Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval.

The accounts of the Cotter Area Chamber of Commerce, Inc., shall be audited annually as of the close of business on December 31 by a public accountant. The audit shall at all times be available to members of the organization within the office of the Cotter Area Chamber of Commerce, Inc.

The President and such other officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Cotter Area Chamber of Commerce, Inc.

ARTICLE VIII       Dissolution

The Cotter Area Chamber of Commerce, Inc., shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Cotter Area Chamber of Commerce, Inc. On dissolution of the Cotter Area Chamber of Commerce, Inc., 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 as defined in IRS Section 501 c (3).

ARTICLE IX

The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the charter or bylaws of the Cotter Area Chamber of Commerce, Inc.

ARTICLE X       Amendments

These bylaws 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.

Adopted:      Date:
Amended:    Date: