ARTICLE I - NAME
Section 1. The name of the organization shall be the GREATER MADISON AREA CHAMBER OF COMMERCE.
ARTICLE II - OBJECT
Section 1. Cross-reference to Article II of the Articles of Incorporation.
(1) This Corporation is a chamber of commerce not organized for profit and no part of the net earnings of which inures to the benefit of any private shareholder or individual under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Revenue Law);
(2) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, or any interest therein, wherever situated to sell, convey, mortgage, pledge, lease, exchange, transfer or otherwise dispose of all or any part of its property and assets, and to have and exercise all powers necessary or convenient to effect any and all of the purposes for which the Corporation is organized.
Section 2. Dissolution. Said corporation shall use its funds only to accomplish the objects and purposes specified in these by-laws, and no part of said funds shall inure, or be distributed, to members of the corporation. On dissolution of the corporation, any assets, funds or property, remaining shall be distributed, to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organization, to be selected by the Board of Directors, which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code hereinafter be amended.
ARTICLE III - LIMITATIONS OF METHODS
Section 1. Cross-reference to Article XI of the Articles of Incorporation. The purpose of the corporation shall be to foster and promote agricultural, commercial, industrial, educational and civic interests of the Greater Madison Area, its surrounding territory, the State of South Dakota, and the United States of America. The corporation shall not participate in any political campaign on behalf of any candidate for public office. The corporation’s committees shall also not participate in any political campaign on behalf of any candidate for public office. However, the corporation’s respective committees may take a public position and advocate for political issues such as referendums, initiatives, and other political issues within the purpose and mission statement of a committee. Prior to any committee taking a public position and advocating on a political issue, the committee, or at least two members thereof, shall be required to appear before the board of this corporation and shall be required to show how the particular issue relates to, and coincides with, the committee’s purpose and mission statement. If the board of directors of this corporation agrees by majority vote that the particular issue is within the committee’s purpose and mission statement, the committee shall then be allowed to promote the political issue. The board of this corporation shall only issue a vote on whether a committee may take a public stance and advocate for a position, but not whether the board of directors supports or opposes the issue in question, nor shall the board of the corporation vote on what a committee’s position should be on any particular political issue.
Section 2. Not withstanding any other provisions of the Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section (c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law); or (b) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law).
ARTICLE IV - MEMBERSHIP
Section 1. Any person, association, corporation, partnership or estate may apply for membership in the GREATER MADISON AREA CHAMBER OF COMMERCE.
Section 2. Members shall qualify by making application for membership, paying the current dues and by their continued agreement and guarantee of their continued interest and sympathy with the purposes of the Chamber, and their adherence, as a member, to its By-Laws, rules and regulations.
Section 3. Any person, association, corporation or partnership eligible to membership may acquire more than one membership by undertaking to pay the annual fee of each membership, and may designate an individual to represent each such membership, subject to the approval of the Board of Directors.
Section 4. Any person, association, corporation or partnership holding one or more memberships shall have the right at any time to change any or all of its representatives upon written notice to the Chamber office.
Section 5. Members may be expelled by the Board of Directors for cause or for non-payment of fees or budget subscriptions by the Board of Directors. No member may be expelled without the opportunity of a hearing before the Board of Directors at a proposed time and place and after a reasonable notice. A three-fourths vote of all Directors present shall be necessary to expel a member. An expelled member shall have the right to appeal to the entire Chamber and upon their written request must be allowed to make such an appeal at the next annual meeting or special meeting within thirty days of such a request.
Section 6. The Board of Directors will exercise Section 5 after the following procedure has been completed. The Executive Director will send a letter to the member after thirty (30) days of delinquency. A follow up contact will be made by the Executive Director within fourteen (14) days. If member does not respond, the Executive Director will present to the Board of Directors for review.
Section 7. The Depot Community Room may be used by current Greater Madison Area Chamber of Commerce members for business purposes, with a limit of two times per month, for no charge. Non-profit agencies and groups are also allowed to use the Community Room at no charge, with a maximum of two times per month. The Board of Directors may set the fees for use by other parties.
ARTICLE V - MEETINGS
Section 1. The Board of Directors may provide for holding membership meetings whenever it may be considered necessary or desirable.
Section 2. The Board of Directors shall call a membership meeting upon petition signed by not less than ten (10) percent of the members.
Section 3. The annual meeting of the Chamber shall be held after the end of the fiscal year.
Section 4. At all membership meetings, five percent of the members in good standing shall constitute a quorum.
Section 5. Notice of both regular and special meetings shall be given to each member in person or by mail to the last known post office address or electronic communication to the Chamber member contact of record at least five (5) days in advance of the meeting.
ARTICLE VI - BOARD OF DIRECTORS
Section 1. The government of the Chamber, the direction of its work and control of its property shall be vested in the Board of Directors consisting of no less than nine (9) voting members, and no more than (10) voting members. Three (3) members of the Board of Directors shall be elected annually for the term of three years, as here in after provided. Directors may serve a maximum of two (2) consecutive terms. The immediate past president of the Chamber of Commerce shall also be a member of the Board of Directors, if his/her term has not expired. Two (2) members of the Board of Directors shall be from the retail sector, with at least 90% of their business being retail sales. The Directors shall have the power to fill all the vacancies on the Board. They may adopt rules for conducting the business of the Chamber. They shall meet not less frequently than once a month, at such regular time and place as will be determined by them. They shall submit at the annual meeting a full reporting of the work and financing of the organization.
Section 2. A nominating committee shall be appointed by the President, whose duty it shall be to choose from the members of the Chamber a slate of nominees to fill vacancies on the Board. The Executive Director shall notify the membership of vacancies and any member shall submit to the Executive Director, in writing, any name for nomination. The Executive Director will report to the nominating committee all names presented by the membership. The Committee shall present a slate to the Board of Directors not later than 30 days prior to the Annual Meeting.
Section 3. Absence from three (3) consecutive regular meetings, without an excuse deemed valid and so recorded by the Board of Directors, may be construed as a resignation.
Section 4. Five (5) members of the Board of Directors shall constitute a quorum at any meeting.
Section 5. There shall be seven (7) ex-officio members on the Board of Directors. These members shall have all the privileges to participate in discussions, but shall not have voting privileges. They shall be comprised of the Mayor of Madison, or appointed representative; the President of Dakota State University, or appointed representative; the Chairperson of the Lake County Commission, or appointed representative; the President of the Lake Area Improvement Corporation, or appointed representative; the Superintendent of the Madison Central School District, or appointed representative; the Director of The Community Center, or appointed representative; and the Readiness NCO of Co. B 153rd ENG, BN, or appointed representative.
ARTICLE VII - OFFICERS
Section 1. At the next regular Board of Directors meeting following the annual election, the Directors shall meet and elect the following officers: a Secretary/Treasurer who shall serve for the ensuing year; a Vice President/President Elect, who shall serve as Vice President for the ensuing year and who shall serve as President the year following; and a Personnel Director, who shall act as a liaison between the Chamber staff and the Board of Directors. In the event that the prior Vice President/President Elect cannot serve as President, then the Directors shall elect a President to serve for the ensuing year. The officers previously named shall be members of the Board of Directors. The Board of Directors may employ an Executive Director whose compensation shall be determined by them. The Executive Director shall serve as general secretary of the Board.
Section 2. The President shall preside at all meetings of the Chamber and Board of Directors, and perform all duties incident to this office. The President shall, subject to the approval of the Board of Directors, appoint all committees and shall be ex-officio member of all committees. The President shall, at the annual meeting of the Chamber, and at such other times as deemed proper, comment to the membership of the Board of Directors such matters and make suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.
Section 3. The Vice President shall act in the absence of the President; and in the absence or disability of the two officers named (President and Vice President) a member of the Board of Directors shall be chosen to act temporarily by majority vote of the members of the Board present.
Section 4. The Secretary/Treasurer shall keep the minutes of the shareholders and Board of Director meetings; shall see that all notices are duly given in accordance with provisions of these by-laws; shall be custodian of the corporate records; and shall submit a financial statement and written report of the year’s work at the close of each fiscal year. The Executive Director may assist the Secretary/Treasurer in the latter’s duties.
Section 5. The Executive Director shall receive and disburse the funds of the Chamber. It shall be the duty of the Executive Director to conduct official correspondence and assist the Secretary/Treasurer in preserving all books, documents and communications, and keep books of account and maintain an accurate record of the proceedings of the Chamber and the Board of Directors and all committees. The Executive Director shall assist the Secretary/Treasurer in the submission of a financial statement and written report of the year’s work at the close of each fiscal year. Executive Director shall have general supervision over all employees of the Chamber and shall perform such duties as may be incident to this office subject to the policies established by the Board of Directors. Upon termination or resignation from office the Executive Director shall deliver to the Board of Directors all books, papers and property of the Chamber. The position of Executive Director and assistants shall be bonded in the amount approved by the Board of Directors and the fee or fees shall be paid by the Chamber.
ARTICLE VIII - COMMITTEES
Section 1. The Board of Directors shall authorize and define the powers and duties of all committees.
Section 2. All members of the Board of Directors shall be ex-officio members of all committees. One (1) Director from the Board shall serve as a liaison on each committee.
ARTICLE IX - DISBURSEMENTS
Section 1. No disbursements of the funds of the Chamber shall be made unless the same shall have been approved, authorized and ordered by the Board of Directors unless otherwise provided for herein. All disbursements shall be made by check or debit card or credit card. Checks shall be signed and debit card or credit ccard receipts reviewed by any two of the following: President, Vice President and Executive Director. The Secretary/Treasurer may sign in the absence of the President, Vice President or Executive Director.
Section 2. Upon approval of the budget, those authorized to sign checks as stated in Section 1 above, are hereby authorized to make disbursements on account of regular monthly operating expenses provided for in the budget without additional approval by the Board of Directors.
ARTICLE X - BUDGET
Section 1. The Board of Directors shall compile a budget of estimated expenses, including a stated amount for each committee, and shall vote on it. The Board of Directors retains the right to modify said budget by majority vote of the Board of Directors.
ARTICLE XI - THE FISCAL YEAR
Section 1. The fiscal year shall begin on the first day of January and end on the thirty-first day of December each year.
ARTICLE XII - PARLIAMENTARY PROCEDURE
Section 1. The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Robert’s Manual of Parliamentary Rules.
ARTICLE XIII - AMENDMENTS
Section 1. These by-laws may be amended or altered by a two-thirds vote of those present at any regular meeting of the Greater Madison Area Chamber of Commerce, provided notice of the proposed change shall have been mailed or sent by electronic communication to the Chamber member of record by the Executive Director to each member not less than ten (10) days prior to such meeting.
MEMBER APPROVED CHANGES MADE TO BY-LAWS AND DATES CHANGED:
(Process of recording, as suggested at Colorado Institute 7/2000)
9/13/1999 Article II - Object, Section 1: Changed corporation status from 501(c)(3) to 501(c)(6), as it should have been from the beginning, and as is designated by the Internal Revenue Code.
9/13/1999 Article IV - Membership, Section 5: This section was removed as it had not been enforced for many years, and was in regards to honorary membership.
8/1/2000 Article VII - Officers, Section 1: Added a Personnel Director that will serve as a liaison between the Chamber staff and the Board of Directors.
8/1/2000 Article VI - Board of Directors, Section 5: Updated name of Lake Central School District to Madison Central School District. The Director of The Community Center replaced the Executive Director from the Dakota Prairie Playhouse on the list of Ex-Officio members, as DSU President's report shall now include the D.P.P. report.
10/16/01 & Article XI - The Fiscal Year, Section 1: Changed the fiscal year from ending
5/14/02 June 30th to December 31st, each year.
7/9/02 Article IV - Membership, Section 7: Changed the fee schedule for usage of The Depot Community Room.
1/14/03 Article III – Limitations of Methods, Section 1: Addition made after not supporting political candidate campaigns. This now allows committees to support political issues that affect their mission, after they present their case to the board of directors.
5/10/05 Article VI – Board of Directors, Section 1: Reduced the number of board members required to be from the retail sector from 3 to 2.
4/17/09 Article IV – Membership, Section 7: Removed set Depot room rental fees from the By-Laws and added that the Directors may set the fees. This allows the Board to determine an appropriate fee that may be modified from time to time without requiring a By-Law change.
Article VI – Board of Directors, Section 1: Added that Directors may serve a maximum of two (2) consecutive terms. This allows for more continuity to the Board and for a counterbalance of capping the number of consecutive terms at two. Also, it is not unusual for a Director to leave mid-term and have the slot filled with a replacement. This change will clearly allow the replacement to finish the remainder of the term and stay for another term.
Article VII – Officers, Section 2: Removed section 2 regarding a surety bond requirement for Board Officers and the Executive Director. Instead of prescribing a certain type of financial protection in the By-Laws which may become outdated or no longer cost-effective (which is the case with the surety bond), deleting this section will, by default, leave it to the Board to determine what financial instrument(s) is appropriate. This change required the re-numbering of the succeeding sections in the Article.
Article IX – Disbursements, Section 1: Added to allow the use of a debit card as well as checks to cover Chamber operation expenses. If Chamber employees need to make purchases where they cannot obtain two signatures in advance, they may now also use a debit card so that they do not need to use personal funds and later be reimbursed. It can be a fairly large out-of-pocket expense for items such as postage. This change allows the use of a debit card while affording the protection of a review by two officers.
Article X – Budget, Section 1: Removed the requirement to present the budget at the Annual Meeting. Because City of Madison funding is critical for the Chamber operations, the Board prepares the Chamber’s budget over the summer months in advance of the City’s budget process. The Chamber budgets and operates on a calendar year basis. The Annual Meeting usually takes place in spring. So, a process that brings the budget to the membership at the Annual Meeting does not work well in light of working in concert with the City’s budget process. However, the Board does support reviewing the Chamber’s financial condition at the Annual Meeting, including the budget if requested, and this is currently required by ARTICLE VI, Section 1 so such a safeguard is in place even if these changes are made.
4/07/2015 Article IV – Membership, Section 7 – Adding Greater and Area to Madison Chamber of Commerce and member business purposes to the Depot Community Room for free use.
Article V – Meetings, Section 5 – Provides for the use of electronic communication as an option to notify Chamber member contact of record by the required (at least 5 days in advance) of a regular or special meeting.
Article IX Disbursements, Section 1- Allowing more flexibility of two required signatures for financial expenditures. (Any officer and/or Executive Director) replaced officers with President, Vice President and Executive Director
Article XIII Amendments, Section 1 – Provides for use of electronic communication as an option to notify Chamber member of record regarding proposed change to By-Laws for member vote on amendments.
05/17/2018 Article IX Disbursements, Section 1- Provides for use of a credit card in addition to a debit card and checks to better protect the Chamber's bank accounts and increase flexibility.