Chamber directors propose to amend organization’s by-laws

The election of a new slate of directors for the Hohenwald Lewis County Chamber of Commerce is planned for April and the current Board will present amendments to the membership affecting that election within a few weeks.

At the February 9, 2010 meeting of the Board of Directors, a vote was taken to propose specific changes to the by-laws that would limit the number of directors to nine plus four ex-officio members.  The proposed change reads, “ There shall be a maximum of nine members elected to the Board of Directors of the organization to serve for a term of three years.”

Additionally, terms will be limited to three years and staggered, if the membership votes to change the  by-laws.  Ex-officio members would include the Lewis County Mayor, the City of Hohenwald Mayor, the Lewis County Economic Development Director, and the outgoing president of the organization.

Other changes include an election process for members of the Board by the membership.  Details will be emailed or mailed to each member and a special called meeting will be announced.

Proposed by-law changes, below, in bold:

BY - LAWS OF LEWIS COUNTY CHAMBER OF COMMERCE

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ARTICLE I - NAME

SECTION I.  The name of this organization shall be “THE LEWIS COUNTY CHAMBER OF COMMERCE.”

ARTICLE II - PURPOSES

SECTION I.  The purposes of the organization is set out in the Charter of Incorporation.

SECTION II.  The activities of this organization shall be non-partisan and non-sectarian.  It shall take no part nor shall it lend its support to the nomination, election, or appointment of any candidate for State, County, City, or Federal office, nor shall its premises or facilities be used for such.

ARTICLE III – ORGANIZATION

SECTION IX I.  BOARD OF DIRECTORS:  There shall be a minimum maximum of four nine members elected to the Board of Directors of the organization to serve for a term of one year three years.  The board of directors shall be elected at the annual meeting of the organization in connection with the regular officers of the organization by ballot from among members of the organization and shall serve at the call of the president or as stated otherwise herein. The elected board shall appoint positions of president-elect, vice-president, treasurer, reporter, and parliamentarian. The board of directors shall formulate general policy and directions of the organization, shall recommend projects, goals, and establish a budget for the organization.  The board will serve only as an advisory committee to the membership and will not have the capacity to act independently of the organization in any matter other than as stated herein.  In addition, the president, president-elect, the vice-president, secretary, treasurer, reporter, parliamentarian, Additionally the Lewis County Mayor, City of Hohenwald Mayor, and The Lewis County Economic Development Director, and the outgoing president of the organization will serve as ex officio members of the board of directors, with the right to vote.  All members of the board shall serve until their successors have been duly elected and qualified

SECTION II.  OFFICERS:  The officers of the Chamber of Commerce shall be a president, a president-elect, vice-president, a treasurer, a secretary, a reporter, and a parliamentarian, all of whom shall be elected annually by and from among the elected members of the organization board. All officers shall serve for the ensuing year, and until their successors have been elected and duly qualified.  The election of officers shall be held not later than the end of September.  The terms of officers shall begin at time of election.  The president shall not be eligible to succeed himself/herself unless the president-elect is prevented from service as president by death, disability or refusal to act.

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In the event of death, disability or refusal to act of any of the officers of the organization, the vacancy caused may be filled by the vote of the general membership of the organization, for the un-expired term of the officer whose office so vacated.

SECTION III.  THE PRESIDENT:  The president shall preside at all meetings of the Chamber, and shall enforce all laws and regulations of the Chamber.  He/She shall appoint committees, assign duties to committees, and oversee all activities of the Chamber.

SECTION IV.  PRESIDENT-ELECT:  The president-elect shall automatically succeed to the presidency upon the termination of services as president-elect unless prevented from doing so by death, disability or refusal to act, in which event the president shall serve in his/her place and stead until a new president shall be elected by and from the membership of the organization.

SECTION V.  VICE-PRESIDENT:  The vice-president shall fulfill the duties of the president in the president’s absence, and oversee those matters delegated to him/her by the president.

SECTION VI.  TREASURER:  The treasurer shall be in charge of collections and disbursements from the organization treasury, maintain a set of books covering the organization’s financial operations and assets, and maintaining an up-to-date list of the membership of the Chamber.

SECTION VII.  SECRETARY:  The secretary shall be in charge of the administrative and executive work of the Chamber and shall perform such duties as may be defined by the Chamber.  The secretary shall attend all meetings of the Chamber, and keep an accurate typewritten journal of minutes of all meetings, both general and special, of the organization and insure that the minutes are attested to by both the president and the secretary.  The secretary shall also be charged with the responsibility of notifying the membership of regular and called meetings. The secretary position shall be held by the Hohenwald/Lewis County Economic Development Council administrative assistant.

SECTION VIII.  REPORTER:  The reporter shall utilize the news media of the community to report, publicize, and disseminate newsworthy items occasioned by the Chamber.

SECTION IX.  PARLIAMENTARIAN:  The parliamentarian shall be charged with the responsibility of keeping himself/herself versed upon the content of the charter and by-laws of the organization, the rules of procedure adopted by the organization, and shall serve as arbitrator and legal officer relative to any matter addressed to him concerning the affairs and proceedings of the organization.

ARTICLE IV.  OTHER PROVISIONS

SECTION I.  HONORARY MEMBERS:  Any person who shall receive the unanimous vote of

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the board of directors present at any meeting of the board, may be elected an honorary member, provided that notice of such proposed election shall be given to each member of the board.  Such honorary members shall be exempt from the payment of dues and shall enjoy all the privileges of active members.

SECTION II.  DUES:  Dues shall be assessed to each individual or firm applying for membership in the organization.  The amount and method of payment shall be determined annually by the board of directors before the September meeting, or at such other time and place as designated by the board of directors.  Only one vote shall be allowed for each dues paying entity.  Any member delinquent in the paying of dues for sixty days after written notice of such delinquency shall be automatically suspended or dropped from membership in the organization.  All memberships in the Chamber shall contain an agreement to be bound by the by-laws, rules and regulations of the organization.  All memberships in the Chamber shall continue in effect for one year, unless terminated by written resignation to the board of directors.

SECTION III.  EXPULSION OF MEMBERS:  Any member may be expelled for conduct unbecoming a member by a resolution passed by a two-thirds vote of the board of directors in regular or special session.  Such members shall be notified in writing of the intention of the board to consider his expulsion at least five days in advance of the meeting and shall be given the opportunity of a hearing before the board.

SECTION IV.  PARLIAMENTARY PROCEDURE:  Unless otherwise provided or qualified herein, the proceedings of all meetings of the Chamber of Commerce shall be governed by and conducted according to the latest edition of Roberts Manual of Parliamentary Rules.

SECTION V.  APPROPRIATIONS:  No officer, board member, or agent of the Chamber shall be authorized to disperse or pledge any funds for any other than strictly legitimate business purposes of the Chamber.

SECTION VI.  SPECIAL MEMBERSHIP MEETINGS:  Special meetings of the membership may be called by the president or board of directors of the Chamber upon five days written notice, mailed, e-mailed, or faxed to the last known address of each member.  The time, place and purpose of all special meetings shall be stated in the notice.

SECTION VII.  QUORUM:  At all meetings of the membership, eighteen members shall constitute a quorum.

SECTION VIII.  MEMBERSHIP CARDS:  A system of membership cards shall be maintained by the Chamber.  When a member pays his/her dues the treasurer shall issue to him a membership card showing the date on which his dues are paid.

SECTION IX.  COMMITTEES:  The president shall appoint such standing or special committees, composed of members in good standing as may be needed to advance the interest of the Chamber of Commerce and carry on its work, subject to confirmation by the membership

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in attendance at any regular or specially called meeting of the Chamber.  Vacancies on committees shall be filled by the president.  Should any standing or special committee fail to discharge the duties assigned to it with reasonable promptness it may be discharged by the board of directors or by the president.

SECTION X.  DISSOLUTION:  In accordance with Tennessee Code Annotated 48-64-106 subsection 6, in the event of the dissolution of the Lewis County Chamber of Commerce, all assets remaining after payment to creditors will be given first to any successor to the Chamber.  If there is no successor, then all assets remaining after payment to creditors will be given to the city government of Hohenwald to be used for Economic Development.  In no instance shall any member of the Chamber of Commerce ever benefit in any way from the dissolution of the Chamber.

ARTICLE V. - AMENDMENTS

SECTION I.  The by-laws may be altered, modified, amended or replaced by the majority vote of the members present in good standing at any regular or special membership meetings of the Chamber.  Such proposed amendments are to be plainly stated to a general Chamber meeting with a quorum present at least one month prior to the by-law change vote.

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