Article I-Name of Organization


Section 1. The name of this organization shall be known as the Clark Area Chamber of Commerce.


Section 2. Specific Purpose. The Clark Area Chamber of Commerce is organized to advance the general welfare and prosperity of the Clark Area so that is 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 economic, civic, commercial, cultural, industrial and educational interests in the area. The Clark Area Chamber of Commerce is dedicated to the enhancement of our area’s economy, while providing members the opportunity to learn, educate, grow and give back to their community.


Section 3. The Chamber shall be an equal opportunity employer.


Article II- Membership


Section 1. Eligibility for Membership. Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership. 


Section 2: Application.  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 as provided in Section 3 of Article II. 


Section 3. Annual Dues. Dues will be determined by the Board of Directors and reviewed annually. The Board of Directors has the right to rebate or adjust the dues of any member, firm or business.


Section 4. Resignation and Termination. (1)Any member may resign from the chamber upon written request to the board of directors;(2)any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause;(3)and any member may be expelled by a two-thirds vote of the board of directors, at a regularly scheduled meeting for conduct unbecoming a member. or prejudicial to aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.


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 vote. 


Article III- Meetings


Section 1. Annual Meeting. The annual meeting of the Chamber shall be held in January each year. The time and place shall be fixed by the board of directors and notice provided at least 10 days before the meeting.


Section 2. Additional Meetings. (general memberships, board and committee meetings) The Board of Directors may provide for regular meetings of the Chamber and special meetings may be called by the Chamber, by the board, or by the President. It shall be obligatory upon the President to call a special meeting of the Chamber upon the written request of eight members, setting forth the reason for said meeting. Each member of the Chamber shall be given notice of each special meeting.


Section 3. Quorums. A quorum shall be present for the transaction of business at any regular or special meeting of the Chamber.


Section 4. Notices, Agendas, and Minutes.   

Written notice of all chamber meetings will be made in advance of the meeting, unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. 

  1. Limitation of Debate. Every member shall be entitled to speak and vote on any subject brought before the Chamber for consideration. At the direction of the Chairman debates may be limited.


Article IV- Board of Directors


Section 1. Composition of the Board. The government of the Chamber, the direction of its work and the control of its property shall be vested in a Board of Directors of seven to nine members who shall be elected. Upon election they shall meet and select from their number a president, vice-president, treasurer, who may or may not be a member of the Board, and a secretary. The Directors shall have the power to fill all vacancies on the Board. They may adopt rules and regulations for conducting the business of the Chamber. *(However, all matters of business properly before the Chamber of Commerce and determined by a majority vote present shall be binding upon the board of directors.) They shall meet at least once each month. They shall submit in writing at the annual meeting a full report of the work and finances of the organization. A majority of the Board shall constitute a quorum for the transaction of business. Special meetings of the Board may be called by the President or any three members of the Board of Directors.


The Board members will be voted on annually. They will serve 3 year terms staggered accordingly.  


Section 2. Election. The Election of directors shall be held at the annual meeting each year.


Section 3. Ballots. All elections shall be by written or verbal ballot.


Section 4. Judges. The President shall appoint judges who are not members of the Board of Directors or candidates for elections as such to have supervision over the election such judges shall save from the opening of the polls until the results have been ascertained.


Section 5. Result. The number of candidates to be elected that receive the highest number of votes cast at the annual election shall be constituted and declared members of the Board of Directors for the ensuing term of three years and until their successors are elected and qualified.


Section 6. Tie. In the election of Directors, should a tie vote occur, the judges shall cast lots and certify as elected the person or persons on whom the selection falls.


Section 7. Vacancies A member of the board of directors who shall be absent from 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 on the board, or among the officers, shall be filled by the board by a majority vote.


Section 8: 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 any of them are made parties, or a party, by reason of having been officers, directors, and 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


Section 1. Determination of Officers. The board of directors at its regular meeting shall reorganize for the coming year. At this meeting, the board shall elect the President, the Vice President, the Treasurer, and the Secretary. 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 1 year or until their successors assume the duties of office. The fiscal year shall begin January 1st each year and end on the 31st day of December. They shall be voting members of the Board of Directors. 


Section 2. President. The President shall preside at meetings of the Chamber and Board of Directors. He/she shall perform all duties incident to his/her office and advise such action as may be deemed by him/her likely to increase the usefulness of the Chamber.


Section 3. Vice President. The Vice President shall act in the absence of the President. In the absence or disability of the two officers named, a member of the Board of Directors shall be chosen to act temporarily.


Section 4. Treasurer. The Treasurer shall be custodian of the funds of the Chamber. Upon approval of the budget, the treasurer is authorized to make disbursements on accounts and expenses provided for in the budget with approval of another board member. Disbursements shall be by check. 


Section 5. Secretary. It shall be the duty of the secretary to conduct the official correspondence; keep all records and books of account in good and proper order; preserve all books, documents and communications; and maintain accurate records of the proceedings of the Chamber, Board of Directors and all committees.


Section 6. All officers shall be elected for a period of one year and hold office until their successors are elected, and qualified.


Article VI- Committees


Section 1. Appointment and Authority. The Board of Directors may appoint such special committees as he/she may from time to time deem necessary or available.


Section 2. Limitation of Authority. It shall be the function of Committees to investigate and make recommendations. No standing or special committee shall represent the Chamber in advocacy of opposition to any project without the specific confirmation of the Board of Directors, or such confirmation may be clearly warranted under generally powers delegated by the Board of Directors to that Committee.


Section 3. Committee Meetings. Meeting of the committees may be called at any time by the President or by the Chairman of such committee.


Article VII- Finances


Section 1: Funds. All money paid to the chamber shall be placed in a general operating fund. Unused funds from the current year’s budget can be placed in a reserve account. 


Section 2: Disbursements. Upon approval of the budget, the treasurer is authorized to make disbursements on accounts and expenses provided for in the budget with approval of another board member. Disbursements shall be by check. 


Section 3: Fiscal Year. The fiscal year of the chamber shall close on December 31.


Section 4: Budget. As soon as possible after the election of the new board of directors and officers, the Executive Committee (or Budget Committee if preferred) shall adopt the budget for the coming year and submit it to the board of directors for approval. 


Section 5: Annual Audit. The accounts of the chamber of commerce 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 offices of the chamber. 


Section 6: Bonding. 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 chamber. 


Article VIII- Dissolution


Section 1. Procedure. The Chamber 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 chamber. On dissolution of the chamber, 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- Parliamentary Authority


Section 1. The proceedings of the Chamber meetings and those of its directors shall be governed by and conducted according to the latest edition of Robert’s Rules of Order.


Article X- Amendments


Section 1. Revisions. These bylaws may be amended or altered by a two-thirds vote of those present at any regular or special meeting, provided notice of the proposed change shall have been communicated by the Secretary to each member not less than 10 days prior to each meeting.