By-Laws
ARTHUR AREA ASSOCIATION OF COMMERCE
BY-LAWS
Amended February, 2007 (March, 1993)
ARTICLE 1 MEMBERSHIP
Each “Dues Paying Unit” as defined under ARTICLE 3 MEMBERSHIP of the Constitution shall designate one person as its “voting member” in the Association. Each “Unit” may also provide the Secretary with a list of other individuals within its organization considered to be members of the Association.
Such designation and list shall be provided prior to the first of any month to be effective for that month.
ARTICLE 2 MEMBERSHIP MEETINGS
Section 1 Annual Meeting
The annual meeting of the Association of Commerce shall be held during the month of February.
Purpose:
To report on the activities of the previous year.
To give a financial report.
To cover and take action on items of business as may be recommended by the Board of Directors or proposed by the members present.
To elect Officers and Directors as provided in ARTICLE 6 of these By-Laws.
Section 2 General Meetings
General Membership Meetings, in addition to the Annual Meeting, shall be held no less than four times a year.
Section 3 Special Meetings
A special meeting may be called by the President for the purpose of informing the membership on matters of importance or current interest at any time that the President deems necessary.
The Board of Directors may also call a special meeting of the membership by a simple majority of the members present at a regularly called Board Meeting.
Notice of the meeting shall be mailed at least five days prior to date of the special meeting.
Section 4 Quorum
The minimum number members at any meeting, regular or special, to constitute a quorum shall be seven for the transaction of business.
ARTICLE 3 DUES
Section 1 Financial Support
The annual dues per individual, business or organization shall be determined and ratified annually by November of each year for the next fiscal year by the Board of Directors.
Section 2 Payment of Dues
Dues shall be billed in December of each year. Dues shall be payable and due upon billing. Dues unpaid after the end of the first quarter of the fiscal year will result in a member being contacted by a member of the Board of Directors.
Members joining before the midpoint of the fiscal year shall be billed for a full year’s Dues; after the midpoint, the Dues shall be for one/half.
ARTICLE 4 FISCAL YEAR
The fiscal year of the Association shall begin with January 1 each year, both for the billing of Dues and for financial reporting. Both for the billing of Dues and for financial reporting.
The Officers and Directors elected at the Annual Meeting (February) shall assume their duties immediately after the Annual meeting.
ARTICLE 5 DIRECTORS AND OFFICERS
Section 1 Board of Directors
The Board of Directors of this Association shall consist of the President, Vice President, Secretary, Treasurer and thirteen Directors (one of which shall be the immediate Past President.)
Section 2 Duties
The Board of Directors shall act as the governing body of the Association of Commerce and manage the business and affairs of the organization.
The Board shall establish an annual budget to provide for the orderly expenditure of funds.
Section 3 Board Meetings
Board Meetings shall be held at least monthly.
Section 4 Special Board Meetings
Special Board Meetings may be called upon 24 hours written notice at the discretion of the President.
Section 5 Duties of the President
The President shall:
a. preside at all meetings of the membership and the Board of Directors.
b. appoint chairpersons and members of all standing committees subject to the approval of the Board.
c. appoint additional special committees from time to time as current needs require.
d. serve as an ex officio member of all committees during term of office.
e. serve as a member of the Board of Directors for one year following the elected term of office.
f. have the responsibility to see that an active, progressive program, consistent with the stated aims of the Association of Commerce, is constantly being pursued; and that all provisions of the Constitution and By-laws are being fully complied with, regardless of any specific delegation of responsibility.
g. call special meetings of the Board and of the membership as the need may arise.
h. sign all official documents and contracts of the Association.
Section 6 Duties of the Vice President
The Vice President shall assume all the presidential duties and responsibilities in the absence of the President and such other duties as may be assigned by the President.
Section 7 Duties of the Treasurer
The Treasurer shall receive and disburse the funds of the Association as directed by the Board of Directors. A monthly financial report shall be made to the Board of Directors. The Treasurer assisted by the Finance Committee shall prepare a proposed budget in November of each year for the following year for the Board of Directors’ approval.
The Treasurer shall be responsible for filing all Tax Forms and Reports to the Federal and State Government.
Section 8 Duties of the Secretary
The Secretary shall be responsible for the correspondence of the Association, the minutes of all Board and Members meetings. The Secretary shall sign all official documents and contracts.
Section 9 Officers
The Officers of the Association shall constitute the Executive Committee of the Association. It shall act in case of an emergency. Its actions shall be presented to the Board of Directors at the next meeting following the action.
ARTICLE 6 ELECTIONS
Section 1
The election of new members of the Board of Directors shall be held during the month of February at the Annual Meeting of the Association.
Section 2
The Nominating Committee shall consist of the Vice-President and the three senior Directors of the Association with one year remaining to serve on their terms of office. The Vice-President shall be the chairperson of the committee. The committee shall begin its selection of candidates in September of each year.
They will select the best qualified members of the community and obtain their agreement to serve as an Officer or Director if elected. Not more than one candidate will be recommended to fill each vacancy.
Section 3
The Officers shall consist of the President, Vice-President, Secretary and Treasurer. They shall serve for one term. A total of twelve Directors shall be selected, each serving a four year term, with three to be elected each year.
The immediate Past President shall be a Board Member (Director) for one year following the year as President and become the 13th Director.
Section 4
The Nominating Committee shall report their selection for Officers and Directors to the Association at the Annual Meeting in February at which time the election will take place.
Section 5
The President, with the approval of the Board of Directors, may appoint new Directors to fill the un-expired terms of Directors who resigned during the year.
ARTICLE 7 USES OF FUNDS
Section 1
Funds received from dues payments shall be placed in the General Fund to defray the general operating expenses of the Association. These funds may not be used for the special purposes of a single business group within the membership without the prior consent and authorization of the Board of Directors.
When it is necessary to raise funds to cover the cost of special group activities, these funds must be raised from the group that will be directly benefited.
All funds so raised will be segregated in a fund (s) for that purpose apart from the General Fund.
Accounting for and reporting to Board of Directors and the Association shall be on the same basis for all funds and accounts of the Association.
ARTICLE 8 STANDING COMMITTEES
Section 1
The Chairperson of each standing committee shall be appointed by the President and ratified by the Board of Directors. Committee members may be appointed by the Chairperson with the President’s approval.
Section 2
Each Chairperson is expected to report that committee’s activities on an as needed basis to the President.
Section 3
The Standing Committees (including its duties) are:
Agriculture
To act as a liaison between the Farming community and the Retail, etc. community. To assist the State Bank with Customer Appreciation Night.
Beautification
1. To investigate and recommend projects to enhance the beauty of the community.
2. To seek funding to make community beautification projects economically feasible.
Constitution/By-Laws
Prepare amendments and revisions to the Constitution and/or By-Laws at the direction of the Board of Directors for its approval and recommendation to the total membership of the Association.
Education
To act as a liaison between the Educational System and the Association.
To keep the Association informed as to the status of the Educational System.
Finance
To assist the Treasurer with the preparation of the annual Budget. To review the Five year plan in regard to finances. To review the financial status of the Association of a regular basis and report to the President and to the Board of Directors.
Government Liaison
To act as a liaison between the local and state governmental units and the Association. To keep the Association informed regarding proposed legislation, governmental needs and concerns affecting the community.
Industry
To inform the Association of the needs and concerns of industry within
the community. To be a liaison between the Association and industry.
Membership
To propose ways to promote the benefits of membership in the Association. To question whether the needs of the members are being met by the Association.
Merchant’s Committee
Purpose – To provide an organization in the community which retail merchants and allied businesses promote their wares; and institute and help fund projects for the betterment of the community.
Meetings – The Executive Committee and the membership shall meet monthly at a joint meeting. All businesses who are members of the Merchant’s Committee will have a maximum of one vote per person and a maximum of two votes at each meeting. All meetings of the Committee will be open to the entire membership of the Committee.
Relationship with the Association of Commerce – The Merchant’s Committee, through its officers, shall make periodic reports on its activities to the Association of Commerce. Reports shall be made at the request of the president of the Association of Commerce. A financial report of the Merchant’s Committee shall be made to the Association of Commerce annually. The financial status of the Merchant’s Committee may be requested by the President of the Association of Commerce at any time. The Association of Commerce will not be responsible for any debts incurred by the Merchant’s Committee, nor will the Association have access to Merchant’s funds unless mutually agreed upon by each group.
Ministerial Liaison
To remind the Association of the spiritual needs of the community. To provide an open line of communication with the Ministerial Association.
Program Committee
To arrange and plan the general membership meetings and assist in planning the Annual Business Meeting.
Publicity
To recommend ways to promote the community. To develop lines of communication with the news media.
Tourism
To plan and coordinate all activities in the community relating to tourism in which the Association of Commerce is involved. To seek financing for such activities through grants, solicitations and fees for events. To provide a budget for tourism to be included in the total financial structure of the Association. To use subcommittees to carry out activities (festivals, events).
Ways and Means
All projects requiring funds which are not budgeted should be referred to this committee before going to the Board of Directors. The Committee shall determine if funds can be raised or are already available for the special project and make recommendations to the Board of Directors.