Naperville Area Chamber of Commerce Bylaws
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As amended May 2011
ARTICLE I - NAME
ARTICLE II - MISSION AND LIMITATIONS
ARTICLE III – MEMBERSHIP
ARTICLE IV - FINANCE
ARTICLE V - PRIVILEGES
ARTICLE VI - MEMBERSHIP MEETINGS
ARTICLE VII - BOARD OF DIRECTORS
ARTICLE VIII - NOMINATIONS AND ELECTIONS
ARTICLE IX - OFFICERS
ARTICLE X - EXECUTIVE COMMITTEE
ARTICLE XI – COMMITTEES, TASKFORCES, TEAMS
ARTICLE XII - DISBURSEMENTS
ARTICLE XIII - PARLIAMENTARY PROCEDURES AND SEAL
ARTICLE XIV – DISSOLUTION
ARTICLE XV - AMENDMENTS
ARTICLE XVI – INDEMNIFICATION
ARTICLE XVII – CONFLICT OF INTEREST
Section 1. This organization is incorporated
under the State of Illinois and is known as the Naperville Area Chamber of
Commerce, hereafter referred to as the Chamber.
Section 2. The geographic territory to be
served by the Chamber will be the “greater Naperville area.”
Section 3. The principal office of the Chamber
shall be located within the area described in Article I, Section 2.
Section 4. In compliance with the General Not
For Profit Corporation Act of the State of Illinois, this Chamber shall
designate one of its staff as "Registered Agent" and the registered office of
the corporation shall be the principal office of the Chamber.
Section 1. Through the commitment and
engagement of our Members, the Naperville Area Chamber of Commerce provides
leadership for the benefit of the diverse business community by promoting
economic growth, advocating the interests of business, providing service and
education to Members and community and meeting Members’ needs.
Section 2. LIMITATION OF
METHODS
The Chamber in its activities shall be non-partisan and
non-sectarian. Relative to political activity, the Chamber will observe local,
state and federal laws, including without limitation Article 501C-6 of the
Internal Revenue Service Code.
Section 1.
Classification of Membership in the Chamber shall include:
A.
Active
B.
Honorary
C.
Legacy
Section 2. Active Membership is available to
any reputable business firm, association, corporation, partnership, estate or
other lawfully-recognized entity having an interest in the above objectives and
paying the prescribed fees as determined by the Board.
Section 3. Honorary Membership is available to
any individual interested in the objectives of the Chamber. Honorary Members may
not hold office nor may they vote. Honorary Membership may be conferred upon
Members at such time and under such terms as the Board shall determine.
Section 4. Legacy Membership is available to
interested individuals who wish to take an active role in Chamber activities but
who do not have an ownership interest in nor are employed by a Member. Legacy
Members may, but are not required to be, former owners or employees of Member
businesses. Legacy Members may not hold office nor may they vote.
Section 5. Application for all Memberships
shall be made on an Investment Application and shall be regarded as a guarantee
on the part of the applicant of their interest, and of their adherence to the
Chamber’s Bylaws, rules and regulations. The acceptance of any applicant for
Membership shall be subject to the approval of the Chamber Board upon such terms
and conditions as the Board may from time to time establish.
A. Approved
memberships are continuous until such time as the membership is terminated in
accordance with any of the means enumerated in Article III, Section 6.
Section 6. TERMINATION
A. Any
Member may resign from the Chamber upon notice to the Board via the principal
office of the Chamber. Mere oral notice shall not be effective; notice of
resignation must be in written form, including notice by letter, facsimile,
e-mail or other electronic communication as the Board may determine. Membership
fees are assessed on an annual basis, and resignation does not relieve a member
of their annual membership obligation.
B. A Member may be expelled by the Board for cause after
reasonable notice by the Board. Such Member may have a hearing before the Board
at a proposed time and place and after a reasonable notice. A three-fourth’s
vote of Directors present is necessary to expel a Member.
C. Any Member who fails to pay his or her fees or financial
commitment to the Chamber within thirty (30) days of the due date shall receive
a written reminder from the Chamber. In the event a Member’s fees or financial
commitment remain delinquent for more than ninety (90) days, they will be
eligible for cancellation.
Section 1. The revenues of the Chamber shall be
derived from Membership fees, and activities designed to advance the "mission"
of the Chamber as defined in Article II, Section 1.
Section 2. Membership fees shall be paid at
such rate, schedule or formula as may be approved by the Finance Committee and
ratified by the Board. Membership fees are assessed on an anniversary date
basis.
Section
3. The fiscal year shall begin July 1 and shall end on the following
June 30.
Section 1. Representatives of any Active Member
of the Chamber shall include the owners, officers and employees of such Active
Members. Such representatives may be invited to participate in any Chamber
project. An entity designation such as council, task force, team, network or
otherwise, shall be construed to be interchangeable with the term project.
Section 2.
Any Active Member, in good standing, is entitled to one vote in any election,
referendum or Membership meeting
Section 3. Only representatives of Active
Members are eligible for Membership on the Board. All members are entitled to
all publications of the Chamber and right of participation in all promotions and
activities, subject to participation charges.
Section 1.
The annual meeting of the Membership shall be held during the last quarter of
each calendar year. The date, time and place shall be
fixed by the Board.
Section 2. There shall be regular
Membership meetings to advance the interest of the Chamber as determined by the
Board. The Board may also call special meetings at such times and places as the
Board may determine in its discretion.
Section 3. Special meetings of the Membership
must be called by the Board upon petition signed by not less than ten percent of
the Active Members.
Section 4. Notice of such meeting dates, times
and places are to be provided to each Member, in any written form, at least five
(5) days in advance of the meeting.
Section 5. Five (5) percent of the total Active
Membership shall constitute a legal quorum.
Section 1. The governance of the
Chamber, the direction of its work and the control of its property shall be
vested in a Board consisting of a minimum of twenty four (24) and maximum of
twenty eight (28) elected members. The immediate past Chair of the
Board, by virtue of the office, shall automatically be a member of the Board.
Should a Director completing his or her second year, be elected by the Board to
the office of Chair-Elect, his or her term as a Director shall be extended one
additional year. The office of Chair of the Board shall be assumed in January
of the year following his or her election as Chair-Elect of the Board.
Section 2. The Board shall be elected at the
Annual Meeting of the Membership.
Section 3. January 1 of each year following the
election for Membership to the Board shall be designated as the commencement of
term of office. December 31, three years hence, shall terminate such office
except in the case of a past Chair of the Board or a Director elected to the
office of Chair-Elect of the Board at the end of his or her second year.
Section 4. The Board shall meet at least
bimonthly, at such regular dates, times and places as the Board determines,
unless rescinded by three-fourths of the Board at any regular or special Board
meeting.
Section 5. Special meetings of the Board may be
called by or at the request of the Chair of the Board or by one-third (1/3) of
the Directors. The person or persons authorized to call special meetings of the
Board may fix any date, places, and purpose of the special meeting are to be
provided to each Director in any written form, at least three calendar days in
advance of the meeting.
Section 6. No Active Member shall have more
than one representative on the Board.
Section 7. The Board shall have the power to
fill all vacancies on the Board and may adopt rules for conducting the business
of the Chamber.
Section 8. Any Board Member may be removed at
any time by a vote of two-thirds (2/3) of the Board Members of the Chamber then
in office, upon any written notice to said Director.
Section 9. Two thirds (2/3)of the total active
members of the Board of Directors shall constitute a quorum. The vote of a
majority of Directors at a meeting where quorum is present shall be the act of
the Board, except where the vote of a supermajority is otherwise required in
these By-Laws.
Section 10. A Board member may participate in a
meeting of such Board by means of a conference telephone, internet enabled
conference device or similar communications equipment, by means of which all
persons participating in the meeting can hear each other at the same time.
Participating by such means shall constitute presence at such meeting.
Section 11. Individuals shall be eligible for
re-election to the Board, in accordance with the provisions otherwise required
in these By-Laws.
Section 1. A Nominating Committee consisting of
seven Active Directors, including the Chair and Chair-Elect, shall be appointed
by the Chair of the Board with the approval of the Board not later than the June
Board meeting.
Section 2. It shall be the duties of the
Nominating Committee to nominate from the Active Membership so many Members to
be elected as there are Board vacancies and to nominate individuals to serve as
Chair, Chair-Elect and Treasurer.
Section 3. The Nominating Committee shall file,
not later than November 1, with the President and the Board, the list of
nominees, confirming the fact that personal contact with the candidates had been
made and that they were willing to accept Directorship responsibility or serve
as an officer.
Section 4. The Nominating Committee may
nominate a current Director for another term, provided that no more than three
(3) nominees in a given year are Directors currently serving on the Board. A
current Director, not recommended by the Nominating Committee shall not be
eligible for re-election, until the lapse of one (1) year following the end of
his or her term as Director. No Director shall serve more than two (2)
consecutive terms as a Director until a lapse of one (1) year following the end
of his or her term. All current Directors, including those serving his or her
second consecutive term shall be eligible for nomination to the position of
Chair or Chair-Elect.
Section 5. Not later than fifteen (15) calendar
days following the receipt of the nominees from the Nominating Committee, the
Board shall designate a representative to announce to the Active Membership via
any written form, its nominees at least thirty (30) calendar days prior to the
annual meeting of the Membership, with notice that additional nominations may be
made by any Active Member in good standing upon presentation of a petition for
nomination signed by at least fifty (50) Active Members in good standing. Such
petitions must be delivered to the Nominating Committee at the principal office
of the Chamber within ten (10) calendar days after the date of announcement of
the nominees by the Board or its representative.
Section 6. If there are no additional nominees
at the expiration of the time allowed in Section 5, the presiding individual, at
the meeting so designated for the election, shall declare the nominees of the
Nominating Committee unanimously elected.
Section 7. If there are more nominees than
vacancies, and if these nominees are nominated according to the above rules, a
ballot shall be printed listing the nominees alphabetically. This ballot shall
be available to Active Members at the meeting so designated for the election.
Those candidates polling the highest votes sufficient to fill the vacancies will
be declared the winners for each vacancy. Proxy voting is not allowed.
Section 8. If such ballot is used, an election
committee of three Active Members shall be appointed by the Chair of the Board.
Such election committee may not consist of any nominee, Board Member, or Member
of the Nominating Committee. It shall be the duty of the election committee to
conduct the election, canvass the ballots, and declare the winners.
Section 1. Prior to December 31, the newly
constituted Board shall meet to vote on the Nominating Committee recommendations
for Chair of the Board, a Chair-Elect of the Board, a Treasurer, and elect as
many Vice-Chairs as deemed necessary by the Board.
Section 2. Except as
provided in Section 4 of this Article, the term length of an officer is one (1)
year with a maximum of two (2) consecutive terms.
Section 3. The Chair of the Board shall preside
at all Membership meetings of the Chamber, Board meetings and Executive
Committee meetings, and shall perform all duties incident to this office. The
Chair of the Board shall, with the approval of the Board, appoint all committees
and shall be an ex-officio Member of all committees.
Section 4. The Chair-Elect of the Board shall
assume the duties of the Chair of the Board during the absence or inability of
that officer. The Chair-Elect of the Board shall assume all duties of the Chair
of the Board which may be delegated to the Chair-Elect of the Board. If, for any
reason, the Chair-Elect of the Board cannot fulfill this requirement, a
replacement shall be elected from the Board.
Section 5. The Vice Chairs shall be responsible
for any division of Chamber activity designated by the Board and shall perform
any duties pertinent to this office.
Section 6. The Treasurer shall be custodian of
all funds of the Chamber. The Treasurer shall make or cause to be made periodic
financial reports to the Board. The Treasurer shall be Chair of the Finance
Committee. The Treasurer may, at the discretion of the Board, be bonded
or insured, and if so, at the Chamber’s cost.
Section
7. The President shall be the chief executive officer of the
Chamber. It shall be the
President’s duty to conduct official correspondence, preserve
all documents, books and communications, keep books of accounts and maintain
accurate records of the proceedings of the Chamber, Board, and all committees.
The President shall serve as corporate secretary of the Chamber, when required.
The President shall engage, discharge, and have supervision over all employees
including fixing their duties and compensation within budgetary limits with the
approval of the executive committee. The President may, at the discretion of
the Board, be bonded or insured, and if so, at the Chamber’s cost.
Compensation of the President shall be determined by the Board and reviewed from
time to time. The President may be hired or dismissed by a three-fourths vote
of the Board. The President shall be subject to the policies and procedures as
set forth by the Board. At the expiration of this term of office, the President
shall deliver to the Board all books, papers and property of the Chamber.
Section 1. The Executive Committee shall
consist of the Chair of the Board, Chair-Elect of the Board, the Vice Chairs,
Treasurer and immediate past Chair of the Board.
Section 2. The Executive Committee shall, in
the interim period between board meetings, be empowered to make decisions
relating to Chamber matters.
Section 3. The Executive Committee may refer
matters to a proper committee or to the Board.
Section 4. A majority of the Executive
Committee shall constitute a quorum, for purpose of conducting an Executive
Committee meeting.
Section 5. Annually, the Executive Committee
shall make an appraisal of the President’s performance in keeping with the job
description and official duties.
Section 6. The Executive Committee shall cause
an annual audit of all books and accounts and such audit shall be presented to
the Board. Such audit shall be conducted by a qualified auditor.
Section 1. The Chair of the Board shall
designate all committees and appoint all committee chairs subject to
confirmation by the Board. The term of each committee shall expire on December
31 annually, except those set forth in these ByLaws.
Section 2. Any number of Members who desire to
be associated together as a group for the purpose of promoting more effectively
the special industry, business, profession or activity in which they are
interested may form a membership committee, team or taskforce upon petition to
and approval by Board.
Section 3. Membership Committees, teams and
taskforces shall adhere to all policies adopted by the Board. Progress reports
and minutes of committee meetings shall be made available to the Board, as may
be requested from time to time.
Section 4. The term length of a Committee Chair
is one (1) year with a maximum of two (2) consecutive terms.
Section 5. Unless otherwise provided in these
ByLaws, standing Committees of the Board of Directors may solicit active Members
to serve on the Committee, provided that a majority of committee members are
active Directors.
Section 6. Audit Committee. The Chair of the
Board, with the approval of the Board, shall annually appoint an Audit Committee
consisting of not less than three (3) Directors. The members of the Audit
Committee may not include Members of the Finance Committee. Members of the
Audit Committee must be able to read and understand fundamental financial
statements, and at least one member of the Audit Committee should have current
professional certification in finance or accounting. The purpose of the Audit
Committee is to select and oversee the auditing company and review the final
audit of all books and accounts. The Audit Committee shall be a standing
committee of the Board and shall have such powers and perform such duties as the
Board shall, from time to time, grant and assign to it.
Section 7. Finance Committee. The Chair of the
Board, with the approval of the Board, shall annually appoint a Finance
Committee consisting of not less than three (3) Directors. The Finance Committee
shall be chaired by the Treasurer. At least one member of the Finance Committee
should have current professional certification in finance or accounting. The
Finance Committee purpose is to meet the Chamber's yearly financial plan by
providing financial oversight, recommending annual budgets. The Finance
Committee shall be a standing committee of the Board and shall have such powers
and perform such duties as the Board shall, from time to time, grant and assign
to it.
Section 8. Governance Committee. The Chair of
the Board, with the approval of the Board, shall annually appoint a Governance
Committee consisting of not less than three (3) Directors. The purpose of the
Governance Committee is to review the Board’s policies and practices, review the
effectiveness of the Board’s oversight functions, ensure adherence to Board and
Chamber policies and practices, and recommend changes to these ByLaws. The
Governance Committee shall be a standing committee of the Board and shall have
such powers and perform such duties as the Board shall, from time to time, grant
and assign to it.
Section 9. Board Committees & Taskforces. The
Chair of the Board, with the approval of the Board, shall create additional
committees and taskforces of the Board and shall name a Chair to lead the group.
It shall be the function of the each committee to make investigations, conduct
studies, make recommendations to the Board, and to carry out such activities as
may be delegated to them by the Board. Board Committees and Taskforces may
solicit active members to serve on the Board Committee or Taskforce. .The Board
shall authorize and define the powers and duties of all standing and special
committees annually.
Section 10. Committee
Formation/Dissolution/Consolidation. To the full extent provided by law, the
Board may, from time to time, deem it to be in the best interest of the Chamber
to dissolve a committee or taskforce or to consolidate two or more committees
and/or taskforces.
Section 1. No obligation or expense shall be
incurred and no money shall be appropriated without prior approval of the
Board. 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. Disbursements shall be made in accordance
with adopted protocols and procedures.
Section 1. The
proceedings of the Chamber shall be governed by and conducted according to the
latest rules of Robert's Rules of Order as revised.
Section 2. The Chamber may use a Seal of such
design as may be adopted by the Board.
Section 1. The Chamber shall use its funds only
to accomplish the objects and purposes specified in these ByLaws and no part of
said funds shall incur, or be distributed, to the Members of the Chamber. Upon
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.
Section 1. All proposed amendments to these
ByLaws shall first receive the approval of the Board, followed by a by a
two-thirds (2/3) vote of active Members present at any regular or special
meetings called for that purpose, provided a ten (10) day notice, in any written
form, has been given the entire active Membership and the proposition is posted
ten (10) days in advance either at the Chamber Office or the Chamber website.
Section 1. The Chamber shall indemnify to the
fullest extent authorized or permitted by the Illinois Not-for-Profit
Corporation Act any person and his or her estate who is made, or threatened to
be made, a part of an action, suit or proceeding (whether civil, criminal,
administrative, or investigative) by reason of the fact that he or she is or was
a Director, Officer, or served other enterprises, employee of the Chamber or
serves or served on other enterprises at the expense of the Chamber. In
addition, the Chamber shall at all times carry Director’s and Officer’s
liability insurance. Such insurance shall be with a reputable insurance company
at the discretion of the Board with coverage limits that shall be determined
from time to time by the Board.
Section 1. A Conflict of Interest
Action is any Action as more fully set forth in the Conflict of Interest Policy
Statement.
Section 2. An Action in which an
Officer or a Director has a Conflict of Interest may be approved in advance by
the affirmative vote of a majority of the Board. Said voting Directors shall not
include any Officer or any Director whose Conflict is in question. Those voting
Directors are charged with a good faith reasonable belief standard that the
Action sought will not be unfair to the Chamber.
Section 3. A Conflict of Interest
policy statement shall be signed by each newly elected Officer and Director. The
Policy Statement is intended to be binding on all Officers and Directors of the
Chamber, and shall be signed as soon as practicable after taking office.