April - 7 - 2011 - Thursday

Rockcastle County Chamber of Commerce, Inc.
Revised January, 2007

Article 1 – Name
The name of the organization shall be the “Rockcastle County Chamber of Commerce, Inc.”

Article 2 – Purpose

Section 2.1

The Rockcastle County Chamber of Commerce, Inc., (here-in-after Chamber) is organized for the purpose of advertising the civic, commercial, industrial, and agricultural interests of Rockcastle County, Kentucky, and the simulation of public sentiment to these ends, and providing such social features as will promote these ends.

Section 2.2

The activity of this organization shall be non-partisan, non-sectional and shall take no part in or lend its support to the election or appointment of any candidate for public office.

Article 3 – Membership

Section 3.1

Individuals, partnerships, organizations and corporations shall be eligible for membership in the Rockcastle County Chamber of Commerce, Inc.

Section 3.2

Membership in the Chamber becomes effective upon payment of the annual dues as set forth in the dues schedule.

Section 3.3

Any individual, partnership, organization or corporation eligible for membership is entitled to designate one person to represent them at the chamber meetings. This individual will also be recognized as their voting representative. This individual is subject to the approval of the Board of Directors.

Section 3.4

A member may be expelled upon finding by Board of Directors that the member is conducting their affairs in a manner deemed determinative to the Chamber or the business community. Expelling of a member will require a 2/3 vote by the Board of Directors who are present.

Article 4 – Dues

Section 4.1

The Board of Directors shall establish the dues of all members. The dues structure shall be revised at the annual meeting each year. They will be published separately from these By-Laws.

Section 4.2

The dues of each member shall be for a period of one year and shall be due and payable on the first day of January.

Section 4.3

No member shall be entitled to vote if said member’s dues are delinquent in excess of ninety (90) days.

Article 5 – Board of Directors

Section 5.1

The government of the Chamber of Commerce and the control of its property shall be vested in a seven number Board of Directors. The Board of Directors shall consist of the President, Vice President, immediate past President and four at large individuals from the membership of the Chamber. The four at-large shall serve for a one-year term and are eligible for re-election. The Directors shall have power to fill vacancies shall serve from the time of their appointment until the next election.

Section 5.2

Each Director may designate an alternate represent the Director at the Board of Directors Meetings. The alternate must be a Chamber member in good standing and approved by the Board of Directors. The alternate shall have the same authority as a Director for the duration of the Board meeting, but shall have no other authority.

Section 5.3

The Board of Directors may appoint someone to the position of Executive Director, set salary for that position and determine responsibilities. They shall also approve additional members of the Chamber staff.

Section 5.4

The officers and Board of Directors shall take office at the annual meeting, which shall be held the first Tuesday in January.

Article 6 – Officers

Section 6.1

The president at the meetings of the Chamber and Board of Directors, and perform all other duties incident to the office.

Section 6.2

The Vice-President shall act in the absence of the President.

Section 6.3

The Treasurer shall be a member of the Board of Directors and shall be responsible for maintaining the books for the Chamber and shall be bonded with premium to be paid by the Chamber.

Section 6.4

The Secretary shall be a member of the Board of Directors and will be responsible for keeping accurate records of the Chamber’s proceedings and all other duties delegated by the Board of Directors.

Article 7 – Committees

Section 7.1

The President, subject to confirmation by the Board of Directors, shall annually appoint such committees as directed by the Board.

Section 7.2

It shall be the function of the committees to investigate and make recommendations. Committees shall not have the power to blind the Chamber on any matter of general policy.

Article 8 – Meetings

Section 8.11

The annual meeting of the Chamber shall be the first Tuesday of January.

Section 8.2:

The Board of Directors shall meeting on the last Tuesday of each month unless otherwise voted by the Board of Directors.

Section 8.3

Special meetings of the members of the members of the Chamber may be called by the President, by a majority of the Board of Directors, or by written petition signed by not less than one-tenth (1/10) of all members authorized by the Articles of Incorporation to vote.

Section 8.4

A written or oral notice stating the palace, day and time of the meeting, and in case of a special meeting, the purpose for which the meeting was called, shall be delivered by the officer or person responsible for calling the meeting to each member of record entitled by the Articles of Incorporation to vote, at the address that appears on the records of the Chambers at least three (5) days before the date of the meeting.

Article 8 – Meetings (cont’d)

Section 8.5

A meeting open to all members of the Chamber will be held on the second Wednesday of each month. In order to allow a flexible schedule for all members, an annual schedule of locations and times will be established at the annual meeting in January. Members will be advised of any changes to this schedule at their meeting.

Section 8.6

33 1/3 percent of the Chamber members, who are in good standing, represented in person or by proxy, shall constitute a quorum and a majority vote of said members shall direct and bind the Board of Directors on specified Issues.

Section 8.7

Four (4) of the members of the Board shall constitute a quorum and a majority vote of the

Quorum shall direct and bind the Chamber.

Article 9 – Election of Officers

Section 9.1

1. Election of officers and Directors shall occur at the annual meeting in January. The members in good standing shall be notified ten (10) days in advance of when the election is to be held.

2. Thirty (30) days prior to the annual election, the President shall appoint a Nominating Committee composed of five Chamber members in good standing. The duty of the committee shall be to nominate one candidate for the positions of Vice President, Secretary and Treasurer and nominate at least two candidates for each position to be filled on the Board of Directors.

3. The election of officers shall conducted as follows: The president shall obtain the nominations for each office from the nominating committee; the office to be elected shall be announced and the nominations from the committee shall be read to the membership; the president shall then seek nominations for the office from the membership. After nominations have cased, the president shall conduct a vote according to recognized parliamentary procedures.

4. The election of Directors shall occur in the same manner, except the President shall instruct the membership to vote for the same number of persons, as there are positions to be filled. Those persons receiving the highest number of votes shall be elected.

Section 9.2

The duly elected Vice-President, after having served a year in office, shall succeed the President into office. Should the office of Vice-President be vacated during any fiscal yea, the Board of Directors shall have the power to appoint his replacement and that person would exercise the rights and privileges of the office. An appointed Vice-President serves only until next scheduled election of offices. At that time, the nominating committee shall recommend a candidate of the officers for the offices of President and Vice-President with each position being filled as in Section 1, #3 above.

Article 10 – General Provisions

Section 10.1

The fiscal year of the chamber shall begin on the first day of January of each year.

Section 10.2

The Chamber shall have a corporate seal and shall have inscribed thereon the name of Rockcastle County Chamber of Commerce, Inc.

Article 11 – Amendments

Section 11.1

These By-Laws may be amended or repealed or new By-Laws adopted by two thirds (2/3) vote of Chamber members present at its annual meeting, quarterly meeting, or at any special meeting called for the purpose, provided that such amendments shall plainly stated in the notice for the meeting at which said amendments are to be considered.

Section 11.2

A board member will be removed from the Board of Directors on the third consecutive absence in the calendar year. The board member has the right to appeal to the Board of Directors.

About us

We will continuously strive to improve the economic well being of our county, to build a strong sense of community, to promote and help build a positive business climate and to enhance lines of communication between local business and government.

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