Constitution & By-Laws

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ARTICLE I
GENERAL

Section 1.  LEGAL NAME

This organization is incorporated under the laws of the State of Kansas and shall be known as the Doniphan County Chamber of Commerce, Incorporated.

Section 2.  PURPOSE

The Doniphan County Chamber of Commerce to achieve the objectives of:

1.      Preserving the competitive enterprise system of business by:

o       creating a better understanding and appreciation of the importance of the businessperson and a concern for their problems

o       creating a more intelligent business and public opinion regarding city, county, state and national legislative and political affairs

o       preventing controversies which are detrimental to expansion and growth of business and the community or adjusting them if they arise

o       and creating a greater appreciation of the value of a more liberal investment of substance and self on behalf of the interests of competitive business

2.  Promoting business and community growth and development by:

o       promoting economic programs designed to strengthen and expand the income potential of all business within are designed to increase the functional and aesthetic values of the community

o       promoting programs of a civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community

o       Discovering and correcting abuses which prevent the promotion of business expansion and community growth

Section 3.  AREA

The area includes the county of Doniphan.

Section 4.  LIMITATION OF METHODS

The Chamber shall be nonprofit, nonpartisan and nonsectarian.

ARTICLE II
MEMBERSHIP

Section 1.   ELIGIBILITY

Any person, association, corporation, partnership or estate having an interest in the organization shall be eligible to apply for membership.

Section 2.   DUES

Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually or semi-annually.

Section 3.  VOTING

Each member, whether individual persons, firms, association or corporation, shall be entitled to cast one vote.

Section 4.   EXERCISE OF PRIVILEGES

Any firm, association, corporation, partnership or estate holding membership may nominate individuals whom the holder desires to exercise the privi1eges at membership covered by its subscription and shall have the right to change its membership nomination  at their discretion.

Section 5.   HONORARY MEMBERSHIP

Distinction in public affairs shall confer eligibility to honorary membership.   Honorary members shall have all the privi1eges of members except the right to vote.  The Executive committee of the Chamber of Commerce shall confer or revoke honorary membership by a majority vote.

ARTICLE III
MEETINGS

 Section 1.  ANNUAL MEETINGS

The annual meeting of the corporation shall be held during June of each year. The time and place shall be fixed by the Board of Directors and notices thereof mailed to each member at least ten (10) days before said meeting.

Section 2.  ADDITIONAL MEETINGS

1.)General meetings of the Chamber of Commerce may be called by the President at any time, or upon petition in writing of any fifteen (15) members in good standing.

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

3.) Executive committee board meetings may be called by the President. Upon written application of three (3) members of the Executive Committee of the Board, the President will convene a meeting.  Notice including the purpose of the meeting shall be given to each director at least one (1) day prior to said meetings.

3.) Committee meetings may be called at any time by the President, Vice President, or by the Committee chairman.

Section 3. QUORUMS

1.)  Any duly called General Meeting of the Chamber; twenty (20) members shall constitute a quorum.

2.)  A majority of Directors present constitute a quorum of the Executive Committee of   Board of Directors.

3.)  At Committee Meetings, a majority shall constitute a quorum.

ARTICLE IV
BOARD OF DIRECTORS

Section 1.   COMPOSITION OF THE BOARD

The Executive Committee of Board of Directors shall be composed of twenty members.

Section 2.  APPOINTMENT TO THE EXECUTIVE COMMITTEE

 Any member may be eligible for appointment to the Executive committee by nomination of any member of the Executive committee and elected by the majority vote of the same.

Section 3.  EXECUTIVE COMMITTEE COMPOSITION CHANGE

The number of members sitting on the Executive Committee of the board shall be increased or decreased by a majority vote of the standing Executive Committee.

ARTICLE V
SELECTION AND ELECTION OF OFFICERS

Section 1.  NOMINATING COMMITTEE

The President of the Chamber shall at the November meeting of the Executive committee appoint a nominating committee to solicit a slate of officers for presentation to the Executive Committee.

Section 2.  CANDIDATES FOR OFFICERS

The nominating committee shall seek nominations for the office of President and Vice President from the current membership list.  The nominating committee shall assure the nominated candidate is willing to serve in the position selected.  The Nominating committee of the Chamber of Commerce shall present a slate officers at the regularly scheduled November Executive Committee meeting. Elections will be held at that time.

Section 3.  ELECTION OF OFFICERS

The Board of Directors at its regular December meeting shall reorganize for the coming year. Notification of newly elected officers shall be presented at this time.

Section 4.  OFFICER RESPONSIBILITY

A.     Chamber Director

The Director of the Doniphan County Chamber of Commerce shall be the person who is the paid director of the Doniphan County Economic Development Commission.  The duties and responsibilities are outlined in the affiliation agreement between the Chamber of Commerce and the Economic Development Commission.  The director shall represent himself as the person responsible for determining that the program activities of the Chamber are directed toward achieving business and community needs in the area served by this chamber.

B.     President.

The President shall serve as the executive head of the chamber of commerce and shall preside at all meetings of the membership and the Executive Committee.   The President shall, with advice and counsel of Executive Committee determine all committees; select all chairmen; assist in the selection of committee personnel, subject to approval of the Executive Committee.  The President of the Chamber shall be a voluntary, non-paid position.

C.    Vice-president/President-Elect.

 The Vice-President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. The Vice- President of the Chamber shall be a voluntary, non-paid position. The Vice-President also serves as the President/Elect and will serve as President of the Chamber the following year.

D.   Secretary/Treasurer.

The position of Secretary/Treasurer of the Doniphan County Chamber of Commerce shall be the person who is the paid secretary of the Doniphan County Economic Development Commission.  The duties and responsibilities are outlined in the affiliation agreement between the Chamber of Commerce and the Economic Development Commission.

The secretary/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 approved by the Board of Directors.

Committee Chairpersons

The committee chairpersons shall be appointed by the President of the Chamber and their responsibilities are outlined in the purpose of their committee. The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairman. He may appoint such ad hoc committees and their chairman as he deems necessary to carry out the program of the chamber.

Section 5.  VOTING RIGHTS OF OFFICERS

All officers shall be voting members of the Board of Directors.

Section 6.  OFFICE TENURE

The offices of president and vice-president shall be one year terms commencing on January 1 of the year following election.

The offices of Director and secretary/treasurer run concurrently with their terms of employment through the Doniphan County Economic Development Commission.

Committee appointments shall be at the will and pleasure of the President and in no event shall exceed the term of the appointing President. Committees shall be discharged by the President when their work has been completed and their reports accepted. The Committee Chairs are normally assigned at the regular February meeting of the Executive committee.

ARTICLE VI
POLICY, AUTHORITY AND DISSOLUTION

Section 1. POLICY

The Board of Directors is responsible for formulating the policies of the organization. These policies shall be maintained in a Policy Manual to be reviewed annually and revised as necessary.

Section 2.   APPOINTMENT AND AUTHORITY

No function of the committee, member, 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.

Section 3.   BONDING

The Director, treasurer and such other officers and staff as the Board may designate shall be bonded by a sufficient fidelity bond in an amount set by the Board and paid for by the Chamber.

Section 4.   DISSOLUTION

On dissolution of the chamber, any funds remaining shall be distributed to one or more regularly organized and qualified  charitable, educational, or philanthropic organizations to be selected by the Board of Directors.

Section 5.  PROCEDURE

 The chamber shall use its funds only to accomplish the objectives and purposes specified in these by laws, and no part of said funds shall insure, or be distributed to any member of the Chamber.

Section 6.   PARLIAMENTARY AUTHORITY

 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 by-laws of the Chamber.

ARTICLE VII
FINANCES

Section 1.   FUNDS

All Funds paid to the Chamber shall be placed in a general operating fund.  Special accounts and CD’s to make the best possible use of chamber funds shall be set up and maintained at the discretion of the Executive Committee by a majority vote.

Section 2.  DISBURSEMENTS

Upon approval of the budget, the Treasurer 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 made by check, except those allowable expenses deemed petty cash charges.  All organization checks shall require two signatures.  Authorized signatures shall be those of the Director, secretary/treasurer or President.

Monthly reporting of all expenditures shall be reported and approved by the Executive committee at their regular monthly meeting.

Section 3.  FISCAL YEAR

The fiscal year of the Chamber shall close on December 31.

ARTICLE VIII
BY-LAW AMENDMENTS

Section 1.  REVISIONS

These by laws may be amended or altered by a two–thirds (2/3) vote of the Board 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 before the meeting of which they are to be acted upon.

Amended April 2003