Article I
Name, Purpose and Offices
Section 1.1 Name. The name of this corporation, as set forth in the Articles of Incorporation, is: Middletown Chamber of Commerce, Inc.
Section 1.2 Purpose. The general purposes of the corporation are to promote and protect commerce in the Middletown community by creating an association of businesses and nonprofit organizations doing business in the Middletown community, enabling the members to share resources, increase marketing and improve communications, thus growing business in Middletown. The corporation shall be operated exclusively for the charitable and educational purposes for the promotion of business development in the Middletown area. The corporation is a non-partisan organization.
Section 1.3 Offices. The corporation may have, in addition to its registered office, offices at such places, both within and without the Commonwealth of Kentucky, as the Board of Directors may from time to time determine or as the activities of the corporation may require.Article II
Members
Section 2.1 Members. Any person or firm doing lawful business and interested in becoming involved in the Middletown business community, who has the vision, passion, energy and time to grow Middletown commerce is eligible for membership in the Chamber. Mechanics for written application for membership, including dues, will be as prescribed by the Board of Directors. Members must be approved by the Board of Directors. Dues will be determined by the Board of Directors annually.
Section 2.2 Membership Meeting. The Board shall determine the date and time for the Annual Meeting in the month of May for the purpose of electing Board directors and General Officers and shall give written notice to members. Any meetings of the members may be held at any suitable place in the City of Louisville or Jefferson County, Kentucky as may be designated by the Board. Notice stating the date, time and place of the annual meeting, shall be delivered, mailed, or electronically sent by the Secretary, President, or the Vice-President of the Middletown Chamber of Commerce, at least ten (10) and not more than sixty (60) days before the meeting, to each Member. The Corporation shall have no obligation to perform research of investigations beyond its records to ascertain the identity or address of any Member. A quorum for any meeting of Members shall be that number of Members who are present, in person, at a meeting. All actions shall be taken upon the majority vote of the Members who are present.
Section 2.3 Action at Members Meeting. The President shall serve as Chairman of the Annual Meeting and in his absence the Vice President shall serve. The Chairman shall call the Annual Meeting to order at the duly designated time and business will be normally conducted in the following manner: (1) The Secretary shall read the minutes of the last Annual Meeting, but such reading may be waived upon motion. (2) The Treasurer shall report to the Members concerning the financial condition of the Corporation. (3) The Members present in person shall cast their votes to fill any open seats for the Board of Directors and the results announced.Article III
Board of Directors
Section 3.1 General Powers; Delegation. The activities, property and affairs of the corporation shall be managed by a Board of Directors. The Board shall exercise all such powers and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or by these Bylaws. The primary responsibility of the Board of Directors is to set policy and strategy, establish an annual operating budget, and to appoint an Executive Director for the Chamber of Commerce. The Board of Directors shall delegate management of operational activities to the Executive Director and such other Officers as may be employed or selected by the Board in accordance with these Bylaws and the Policies and Procedures adopted by the Board. The Board may authorize the Executive Director to employ additional persons as necessary. No delegation of authority shall relieve the Board of its duty to oversee the affairs of the corporation in accordance with the standards required by the laws of the Commonwealth of Kentucky or adopted by the Board. The Executive Director of the Chamber of Commerce does not sit at as a member of the Board of Directors and the Executive Director cannot cast a vote. The Executive Director of the Chamber shall be paid for his or her services, but the members of the Board of Directors may not receive pay for their services.
Section 3.2 Number. The Board of Directors shall consist of no fewer than five (5) and no more than twenty (20) members. However, one seat of the Board of Directors shall be reserved for the current Mayor of the City of Middletown, who, shall not be a voting member of the Board, but shall have the right to otherwise attend all Board meeting and participate in the business of the Corporation as an Ex- Officio Member.
Section 3.3 Election and Term of Office. Board member terms will be for three years and they shall be staggered so that no more than one-third (1/3) of the elected directors shall expire at the end of any one year. Directors may serve no more than two consecutive three-year terms and must not serve for one year before being eligible for re-election. All Directors shall have the right to vote, except for the Mayor of the City of Middletown. Directors shall serve until their successors in their respective offices shall have been qualified, or until his or her earlier removal, resignation, death, or incapacity. If a director is unable to fulfill his or her term of office, a successor may be made by the Board for the remainder of that specific term.
Section 3.4 Meetings. Directors shall meet at least quarterly as scheduled by the President of the Board with three (3) days notice. Special meetings of the Board shall be held at the call of the President of the Board, or by a majority of the Directors. Notice may be given by mail, telephone, by electronic means, or by such other means as the Board may approve by motion or resolution. Meetings may be held either within or outside the Commonwealth of Kentucky.
Section 3.5 Quorum. A quorum for a meeting of the Board of Directors shall be a majority of the Board. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute or these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board of Directors. If a quorum is not present at any meeting of Directors, the Directors present may adjourn the meeting from time to time until a quorum shall be present. At any such adjourned meeting, any business may be transacted, which might have been transacted at the meeting as originally convened.
Section 3.6 Voting. Directors may vote in person, by telephone, by electronic means, or by such other means as the Board may approve by motion or resolution. There is no proxy voting on Board matters.
Section 3.7 Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting provided consent in writing setting forth the action so taken is signed by seventy-five percent (75%) of the members of the Board of Directors. Signed consent need not be on a single document, but may be given by separate written or electronic means from Board members so long as the consent sets forth the action consented to. Any such consent, or a copy thereof, shall be placed in the minute book of the Corporation.
Section 3.8 Procedural Rules. The Board may adopt such procedural or standing rules as it deems necessary. In the absence of such adoption, Robert’s Rules of Order Newly Revised shall govern Board procedure.Article IV
Officers
Section 4.1 General Officers. The General Officers shall be a President of the Board, a Vice President, a Secretary, and a Treasurer, all of whom shall be members of the Board of Directors. All day to day operational authority is vested in the office of the Executive Director.
Section 4.2 Appointment and Term of Office. The General Officers shall be elected at the annual membership meeting and shall serve a one-year term or until their successors are qualified. They shall be eligible for re-election.
Section 4.3 Vacancies in Office. A vacancy in any General Office may be filled by vote of the Board of Directors and the person filling such vacant position shall complete the term and responsibilities of the person vacating the position.
Section 4.4 President of the Board. The President of the Board shall be the principal Board Officer of the corporation and shall be responsible for leading the Board of Directors. The President shall execute for and in the name of the corporation, such written instruments and documents as may be necessary or desirable, such instruments and documents having been approved by the Board. The President shall perform the duties listed below and any other duties as may be prescribed by the Board of Directors from time to time.
- General: Ensures the effective action of the Board of Directors in governing and supporting the corporation; acts as the representative of the Board of Directors as a whole rather than as an individual.
- Communication: Speaks to the media and the community on behalf of the corporation and represents the corporation to the community; coordinates media and community representation with the Executive Director.
- Meetings: Develops agendas for Board meetings in concert with the Executive Director and presides at meetings of the Board.
- Committees: Recommends to the Board committees to be established. Appoints the members and leadership of such committees established by the Board, subject to Board approval. Coordinates the work of the committees and presents committee recommendations to the Board.
- Board Affairs: Ensures that matters are handled properly and legally, including preparation of materials for meetings, committee functioning, and recruitment and orientation of new Board members.
Section 4.6 Vice President. The Vice President shall preside at any meeting at which the President of the Board is unable to preside, shall serve as President of the Board should the President of the Board be temporarily unable to fulfill the duties of the Office (such inability to be determined by the Board), and shall perform such duties as may be prescribed by the Board of Directors.
Section 4.7 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and the minutes of committees in one or more books provided for that purpose; ensure minutes are distributed to the Board of Directors shortly after each Board meeting; give all notices in accordance with the provisions of these Bylaws or as required by law; by custodian of the corporate records; and keep a register of the address and contact information of each Board member. In general, the Secretary shall perform all duties incident to the office of the Secretary; shall be sufficiently familiar with legal documents (Articles, Bylaws, IRS letter, etc.) to note applicability during meetings; and shall perform such other duties as from time to time may be assigned by the Board of Directors.
Section 4.8 Treasurer. The Treasurer shall be responsible for oversight of the corporation’s fiscal accounts and records; shall ensure that policies and procedures for managing the corporation’s funds and contracts are in place; shall ensure that timely and accurate financial statements are presented to the Board; shall ensure that timely and accurate financial filings are made with government agencies, and shall ensure that financial disclosure policies are in place. The Treasurer shall perform such other duties as may be assigned by the Board of Directors.
Section 4.8 Executive Director. The Executive Direct shall be the operational officer of the corporation and shall have full executive authority over the affairs of the corporation for its day to day operations. The Executive Director shall have authority to spend funds in accordance with the budget approved by the Board of Directors, hire and fire staff, and in all regards have operational control of the corporation. The Executive Director reports to the Board of Directors on the business of the corporation and is responsible for the achievement of the corporation’s mission and financial objectives. The Executive Director provides leadership in developing program, organizational, and financial plans and carries out those plans and policies approved by the Board of Directors. The Executive Director oversees the official records and documents of the corporation and ensures that it is in full compliance with all applicable regulations.
Section 4.9 Multiple Offices. The duties of the Secretary and Treasurer may be filled by a single person if the Board so elects.
Section 4.10 Resignation. Any Officer may resign by giving written notice to the Secretary. In the case of the Secretary’s resignation, written notice shall be given to the President of the Board.Article V
Committees
Section 5.1 Executive Committee. The General Officers (President, Vice President, Secretary and Treasurer) shall comprise the Executive Committee. The Executive Committee is authorized to conduct all business of the corporation between meetings of the Board of Directors except the power to amend the Articles of Incorporation or these Bylaws, amend the approved annual budget, and except for such actions as are required by law to be taken by the entire Board.
Section 5.2 The Board of Directors shall be responsible for recommending nominations of the Board of Directors to the membership for election at the annual meeting. The Board of Directors shall also nominate General Officers to the membership for election at the annual meeting. Nominations from the floor of the membership meeting shall also be entertained.
Section 5.3 Committees. Other committees, both standing committees and special committees, may be created by the Board. The Board shall appoint committee members and committee Chairs who are members of the Chamber. The Board may appoint nonvoting committee members who are not Directors. The Board may empower such committees to make binding decisions independent of the Board if such authorization is both legal and appropriate to the needs of the corporation. Without such authorization, no action by a committee shall be binding upon the corporation until approved by the Board of Directors.
Section 5.4 Limits of Committee Authority. No committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any Officer of the corporation; amending the articles of incorporation, restating articles of incorporation adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; amending or repealing the adopted annual budget; or of amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.
Section 5.6 Meetings. Committees shall meet as needed and as scheduled by the Chairman of the Committee with three (3) days’ notice. Notice may be given by mail, telephone, or electronic means. Committee meetings may be conducted in person, by telephone, by electronic means, or by such other means as the Board may approve by resolution. Meetings may be held either within or outside the Commonwealth of Kentucky.
Section 5.7 Records. The Committee Chairman shall maintain minutes of Committee meetings and shall promptly forward copies of such minutes, together with any recommended actions, to the Secretary and the President of the Board.Article VI
Miscellaneous
Section 6.1 Fiscal Year. The fiscal year of the corporation shall be July 1 to June 30.
Section 6.2 Disbursements. Upon approval of the budget, the President and appointed Board Member and Director, subject to the terms of any policies adopted by the Board, are authorized to make disbursements from accounts to pay expenses provided for in the budget.
Section 6.3 Advancement of Costs. To the maximum extent provided by law or insurance in force, the Board may authorize the advancement of costs incurred or reasonably expected to be incurred by any Officer or Employee in defense of any claim asserted against such Officer or Employee by reason of such person’s actions on behalf of or status with the corporation.
Section 6.4 Compensation. The corporation may pay compensation to its Executive Director and Employees in such amounts as may be determined to be reasonable pursuant to policies and procedures established by the Board of Directors. No member of the Board of Directors shall be paid. The corporation may reimburse reasonable business and travel expenses incurred by Officers, Directors and Employees on behalf of the corporation or to attend to the corporation’s business, including attendance at Board meetings.
Section 6.5 Waiver of Notice. Whenever notice is required to be given under the provisions of Kentucky law or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time for giving such notice, shall be deemed equivalent to the giving of such notice. Neither the business to be conducted at, nor the purpose of any annual, regular or special meeting of the Board of Directors needs to be specified in the notice or waiver of notice unless otherwise required by law or these Bylaws.
Section 6.6 Severability. If any portion of these Bylaws shall be determined to be invalid or inoperative, then, so far as is reasonable and possible the remainder of these Bylaws shall be considered valid and operative.Article VII
Amendments
Section 7.1 Amendments. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by a two-thirds vote of the Directors present at a Board meeting at which a quorum is present. Notice of such proposed alteration, amendment or repeal shall be given at least ten (10) days prior to the Board of Directors’ meeting considering such alteration, amendment, repeal or adoption. Notice shall include the Bylaws and/or proposed amendments.
Amended this, the 20th day of September, 2018
By: Board of Directors of the Middletown Chamber of Commerce, Inc.