(proposed) BYLAWS of the Elsberry Community Chamber of Commerce

ARTICLE I - Title and Location

Section 1. The name of the organization is the Elsberry Community Chamber of Commerce.

Section 2. The principal business office of the organization shall be located in the City of Elsberry, County of Lincoln and State of Missouri.

Section 3. Where used in the bylaws, the masculine gender shall include the feminine and the neuter and the singular shall plural, and vice versa, as the context requires.

ARTICLE II - Purpose

The purpose of this organization shall be to promote and enhance the community’s overall quality of life; promote the growth of commerce and industry for the benefit of the existing and future economic growth of the community.

ARTICLE III - Directors

Section 1. The affairs of this corporation shall be managed and controlled by a Board of Directors elected by the members from their own number. The Board of Directors shall be divided into two (2) classes with two (2) in each class. The first class shall hold office from the time of their election until the end of the fiscal year in which the first annual membership meeting thereafter is held. The second class shall hold their office from the time of their election until the end of the fiscal year in which the second annual membership meeting thereafter is held. This shall apply to the first two (2) elections. At each annual election thereafter two (2) Directors shall be elected for a period of two (2) years. Each Director shall hold office for his/her term described, or until his/her successor shall be duly elected and qualified.

Section 2. In addition to the four (4) Directors elected aforesaid, the following shall be members of the Board of Directors: the President, Vice President, Secretary, Treasurer, and the Immediate Past President.

Section 3. The failure of’ a Director to attend three (3) consecutive board meetings without an excuse that is acceptable to the Board of Directors shall constitute a resignation of his/her directorship. Section 4. At a special meeting of the membership called expressly for that purpose, a Director or Directors may be removed upon a vote of two-thirds (2/3) of the members present at such special meeting.

ARTICLE IV - Powers and Duties of the Board of Directors

Section 1. The Board of Directors shall have control and management of the property and funds of the organization. It shall have the power to formulate policies and to direct the activities of the organization, and shall have the authority to authorize the expenditure of the funds of the organization for the aforesaid purposes. The Board Of Directors shall have the current Chamber President as chair.

Section 2. There shall be twelve (12) regular meetings of the Directors. Meetings shall be held at lease once each month (January through December), at least one week prior to the general membership meeting, at a time and place to be determined by the Directors without additional notice of such meetings other than the resolution prescribing the time and place of such regular meetings.

Section 3. Special meetings of the Board of Directors may be called by the President or, in his/her absence, by the Vice President, or by a majority of the Board of Directors. Written notice of the date, time, place and purpose or purposes of each special meeting shall be delivered personally to each director by or at the direction of the President or the Secretary at least forty-eight (48) hours before the time set for the meeting. By unanimous consent of the Directors, special meetings of the Directors may be held without notice at any time and place.

Section 4. A quorum for the transaction of business at any regular or special directors meeting shall consist of a majority of the members of the board. The action of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 5. Vacancies on the Board of Directors may be filled for the unexpired term by the appointment of the President and approval by the remaining Directors at any regular special directors meeting.

ARTICLE V - Meetings of the Membership

Section 1. The Annual General Membership Meeting Awards and Installation Banquet for the members of the Elsberry Community Chamber of Commerce shall be held on the first Thursday in December of each year. At this meeting the following officers shall be elected: President, Vice President, Secretary, Treasurer and two (2) Directors. Directors shall be elected in accordance with Article III, Section 1.

Section 2. Regular monthly general membership meetings shall be held on the fourth Thursday of each month, unless otherwise stipulated by the Directors. The regular November and December monthly meetings will be on the third Thursday or may be combined as the annual meeting at the discretion of the Board.

Section 3. Notice of special meetings of the membership shall be given by postcard mail or by announcement published or posted at least ninety six (96) hours prior to the time of such special meeting and such notice shall set forth the time, place and purpose of such meeting.

ARTICLE VI - Officers

Section 1. The officers of the organization shall consist of President, Vice President, Secretary and Treasurer, and such subordinate officers as may from time to time be elected or appointed by the membership.

Section 2. The President shall be the chief executive officer of the organization and shall exercise general supervision, direction, management, and control over all the business and affairs of the organization, subject at all times to the control of the Board of Directors. He/She shall preside at all meetings. Unless the vote of the membership or the vote of the Board of Directors is equally divided he/she will not cast a vote. He/She shall execute all contracts and agreements authorized by the membership or the Board of Directors with the co-signature of the Secretary. The President shall have the authority, without having further authorization by the membership or the Board of Directors, to expend sums of money reasonable and necessary to operate the Chamber of Commerce and shall report such expenditures at the next hoard meeting. He/She shall have additional duties as provided herein.

Section 3. The Vice President shall be vested with all the powers and shall perform all the duties of the President in his/her absence. The Vice President shall be Chairman of the Arrangement and Program Committee and shall perform such other duties as may be prescribed by the President or the Board of Directors.

Section 4. The Secretary shall record the proceedings of the meetings of the membership and the Board of Directors and shall sign all contracts and agreements authorized by the membership or Board of Directors with the co-signature of the President. The Secretary shall conduct all correspondence for the organization. He/She shall keep it copy of the Bylaws of the organization and any addendums to the Bylaws. The Secretary shall perform such other duties as may be prescribed by the President or the Board of Directors as provided herein

Section 5. The Treasurer shall keep full and accurate accounts of receipts and disbursement in books kept for that purpose, and shall deposit all money and other valuable effects in the name and to the credit of the organization with such depositories as may be designated by the organization and shall disburse the funds of the organization, as may be ordered by the membership or the Board of Directors. He/She shall provide a detailed report of income and expenses on a monthly basis and shall provide a year-end report to the Board of Directors. Said reports shall include Chamber operations, Chamber projects and Chamber enterprises i.e. the License Office. The Treasurer shall perform such other duties as may be prescribed by the President or the Board of Directors as provided herein.

Section 6. Each officer shall hold his/her office for a term of one (1) year and until his/her successor is duly elected and qualified, beginning immediately following his/her election and the formal installation of officers during the annual meeting and ending the following December with the installation of new officers. With the exemption of the Secretary and the Treasurer, no officer may be elected to serve more than two (2) consecutive terms in the same office.

Section 8. In the event the office of President becomes vacant for any reason, the Vice President shall immediately become the President to serve for the unexpired portion of the term. The Board of Directors shall select a Vice President to serve for the unexpired portion of the term. Vacancies in any other office shall be filled by the Board of Directors selecting a person to serve for the unexpired portion of the term and until a successor is duly elected and qualified.

ARTICLE VII - Membership

Any business located in or serving the greater community of Elsberry or any person interested in the welfare of said community shall be eligible for membership in the Elsberry Community Chamber of Commerce upon payment of the annual membership fee. The annual membership fee shall be set by the Board of Directors and approved by the membership.

ARTICLE VIII - Committees

Chamber committees will consist of a Chairperson and should have two (2) or more, as needed, additional members appointed by the chair.

Section 1. The Activities Committee shall have a member of the Board as chair. It shall have the duties of providing activities for the professional and social benefit of the membership. The Activities Committee shall assist in the fundraising activities to benefit the organization. The committee may be comprised of as many sub-committees necessary to accomplish the activities.

Section 2. The Arrangements and Program Committee shall have the Vice President as chair. It shall the duties of this committee to arrange a meeting place for the monthly meetings and to provide programs throughout the year of interest to the membership and in support of the organizations purpose.

Section 3. The Audit and Budget Committee shall have the Treasurer as chair. It shall be the duties of this committee to prepare the annual budget for the organization and oversee the general expenditures of the organization. The annual budget shall be presented for approval at the November Board of Directors meeting. The Treasurer’s books shall be audited annually.

Section 4. The Economic Development Committee shall have a member of the Board as chair. It shall actively promote the growth of commerce and industry for the benefit of the existing and future economic growth of the community. It shall work with and inform the Chamber board and membership of activities and efforts of other organizations and/or associations working towards Economic Development.

Section 5. The Employee Committee shall have a member of the Board (aka License Office Representative) as chair. It shall have the duties of supervising the employees of the Chamber’s Missouri License Bureau Office and the Chamber of Commerce office. The committee shall have the authority to set all policies, establish salaries and benefits and make such expenditures necessary to operate the Bureau and the Chamber office after securing approval of the Board of Directors. The actions of the committee shall be reported to the Board. The License Office Representative shall also be the Chamber’s liaison with the State License Office.

Section 6. The Person or Entity of the Year Award Committee shall have a board member as chair. It shall consist of three (3) members and if possible two (2) previous award recipients. The award shall be based on an individual’s civic or professional contributions and presented at the Annual General Membership Meeting Awards and Installation Banquet. (Chamber membership is not required to receive this award.)

Section 7. The Membership Committee shall have the Immediate Past President as chair. It shall be the duties of the Membership Committee to promote, expand and retain the membership of the organization.

Section 8. The Nominating Committee shall have a board member as chair and shall consist of four (4) additional general members. It shall be the duties of the Nominating Committee to propose candidates for offices and directorships whose terms shall expire as provided herein. The committee shall make its report at the October meeting. Nominations for such office and directorships may also be made from the floor at the annual meeting of the membership

Section 9. The Board of Directors may establish such additional committees as deemed necessary for the efficient transaction of the business of the organization.

ARTICLE IX - Indemnification

Section 1. The organization shall indemnify each person who is a director or officer of the organization to the full extent authorized or permitted by law, and, in addition, shall indemnify each of them against any and all reasonable expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually incurred by such person in connection with any pending threatened or completed action, suit or proceeding (including an action by or in the right of the organization), whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the organization or is or was serving at the request of the organization (which request need not be in writing) in any such capacity with any other enterprise, or by reason of any act or omission to act by such person in any such capacity; provided, however, that the organization shall not indemnify any person from or on account of any such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Section 2. All indemnification granted to any person under this Article shall continue after such person has ceased to serve in the capacity of director or officer of the organization and shall inure to the benefit of such persons heirs, devisees and person representatives. Any indemnification granted under this Article shall survive elimination or modification of this Article.

ARTICLE X Waiver of Notice

Whenever any notice of a meeting is required to be given by law, or these Bylaws, a. waiver of the notice in writing, signed by the person or persons entitled to the notice, whether before or after the meeting for which the notice would otherwise be required, and filed with the President or Secretary, shall be deemed equivalent to the giving of the notice.

ARTICLE XI Adoption and Amendment of Bylaws

The Board of Directors shall have the power to adopt, repeal, or amend the Bylaws of the organization, subject to the paramount right of the members to limit or divest such power and to assume such power to the exclusion of the Board of Directors as the members may determine.