BY-LAWS
OF
WAYNESVILLE-ST. ROBERT AREA CHAMBER OF COMMERCE

By-laws with proposed changes underlined and in red. Each member business/organization/individual will receive one (1) vote on the proposed by-law change.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Composition of the Board
The governing and policy-making responsibilities of the Chamber shall be vested in a Board of Directors, which shall control the Chamber's property, be responsible for its finances, and direct its affairs.

The Board of Directors shall be composed of ten (10) members, who shall be elected by the membership of the organization. At least four of the members shall represent the Waynesville area, at least four represent from the St. Robert area, and no more than two of the members may be Chamber members whose place of business and/or place of residence are/is in the immediate area outside the cities of Waynesville and St. Robert. The location of a candidate's place of business, (place of residence if he/she has no place of business), at the time of the election shall be used to determine whether the candidate is from the Waynesville area, or from the St. Robert area, or from the immediate area outside the cities. For this purpose, the St. Robert area shall include all territory west of the eastern city limits of the City of St. Robert, the Waynesville area shall include all territory west of the eastern city limits of the City of Waynesville, and the immediate area within a ten (10) mile radius of both cities' boundary lines shall include all territories.

Section 2: Terms
Each member of the Board of Directors shall serve a term of three years, and thereafter until his/her successor is elected and qualified. No Board member who has served two three-year terms is eligible for election for a third term. A period of one (1) year must elapse before eligibility to serve on the Board is restored.

The first Board of Directors shall be selected as follows: four (4) members (two from the Waynesville area and two from the St. Robert area) for a term of two years; and three (3) members (two from the Waynesville area and one from the St. Robert area) for a term of one year.

Section 3: Selection and Election of Directors
A. Nominating Committee: A Nominating Committee of not less than three (3) members of the Board of Directors shall be appointed by the President of the Board during the February Board meeting of each year. The committee shall meet at least once before the April Board of Directors meeting to discuss and create a proposed slate of candidates for the Board. This slate of candidates shall consist of one or more nominees for each vacancy created by expiration of a Board member's term and shall be a nominee from Waynesville if the expired term is from Waynesville, a nominee from St. Robert if the expired term is from St. Robert, or from the immediate area outside the cities of Waynesville and St. Robert. Each candidate must be an active member in good standing, eligible to serve pursuant to Section IV.2 above, and willing to accept the responsibilities of a directorship.

The Chamber staff shall provide written, faxed, or emailed notice to the membership that the Nominating Committee has been formed and provide members with the opportunity to request consideration for an open Board position. All members being considered for a Board position shall complete an official application form and deliver the completed form to the Chamber office no later than seven (7) days before the Nominating Committee meeting. The Nominating Committee shall consider all applications submitted.

B. Election of Candidates: At the April Board of Directors meeting, the Nominating Committee shall present to the President and the Board its proposed slate of candidates. The nominations shall then be deemed closed.

For any group of candidates (the Waynesville vacancy group, St. Robert vacancy group, or outside area vacancy group) equal in number to the vacancies in that group, the nominated slate of candidates for that group shall be declared elected by the Board of Directors. If the number of candidates in a particular group exceeds the number of vacancies available for that group, the Board shall select the directors for that group by a majority vote.

If the Board is unable to fill any vacancy by a majority vote, the decision will be submitted to the general membership. The names of the candidates shall be arranged on a ballot in alphabetical order and submitted to the general membership. The membership will be instructed to vote for the number of vacancies only. The President shall send the ballot to all active members via U.S. mail, facsimile, or email at least fifteen (15) days before the regular May Board meeting. The ballots shall be marked in accordance with instructions and returned to the Chamber office within ten (10) days of delivery to the membership.

The Nominating Committee shall count and tabulate the ballots, and certify the results to the Board of Directors. Any improperly marked ballot shall not be counted. Ballots will be kept on file for thirty (30) days following the tabulation of the ballots and are open to inspection by any active member.

The Board of Directors shall at its regular May Board meeting declare the candidates with the greatest number of votes elected. Any ties shall be broken by the flip of a coin in the presence of the tied candidates.

C. Publication of Election Results: The results of the Board elections shall be published to the membership within ten (10) days of the April Board meeting via U.S. mail, facsimile, or e-mail. The results of a general membership election shall be published to the membership within ten (10) days of the May Board meeting via U.S. mail, facsimile, or e-mail.

Section 4: Vacancies
A Director who is absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be deemed dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of Directors at any meeting thereof.

Vacancies on the Board of Directors or among the officers shall be filled by the President of the Board, subject to approval by the Board of Directors. Any appointee to fill a vacant Directorship position shall meet all standing membership requirements and also satisfy the representation criteria of the Director whose position is being filled. The duration of an appointment made pursuant to this section shall be only until the next regular election of Directors. At that time, the unexpired portion of the term of the vacated position shall be filled by the election process.

Section 5: Relocation of Board Member During Term
If a board member's address (as established in Article IV Section 1, above) changes during his or her term and if that address change causes the board member to no longer be located within the designated area he or she represents, that member may continue serving on the Board of Directors, if:

A. The member's new address is located within one of the other two designated geographic areas represented by the Board of Directors;

B. The member makes a written request to the Board of Directors for leave to continue to serve on the Board for the remainder of his or her term; and

C. The member has demonstrated a willingness and ability to continue to represent and advocate for the interests of his or her original constituency; and

D. A majority of the other board members approves the member's retention on the board for the remainder of his or her term.

In the event that a majority of the board members disapproves of the said member's retention or if a board member relocates to a location that is not within any geographic area represented by board members, that member's term will immediately terminate and the Board will fill the vacancy pursuant to the provisions set out in Article IV Section 4.

At the end of the then existing term of a board member retained pursuant to this section, the address requirements of Article IV Section 1, using the member's new location, shall apply.

Section 5 6: Policy
The Board of Directors shall be responsible for establishing procedure and formulating and adopting the policies of the organization. All adopted policies shall be maintained in a policy manual that will be reviewed annually and revised as necessary.

Section 6 7: Management
The Board of Directors shall employ an Executive Director and shall fix the salary and other considerations of employment for that position.

Section 7 8: Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification of any current or former officer, director, or employee against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which he or she is made party by reason of having been an officer, director, or employee of the Chamber, except in relation to matters as to which such individual shall be adjudged to be liable for negligence or misconduct in the performance of his or her duty and to such matters as are settled by an agreement predicated on the existence of such liability for negligence or misconduct.

ARTICLE V: OFFICERS

Section 1: Officers

The President, President-elect, and Treasurer of the Chamber shall be members of the Board of Directors, but the other officers need not be members of the Board. Except for the Executive Director, officers shall be selected by the Board of Directors at the regular July April Board meeting. Officers of the chamber shall hold office for one year and until their successors are elected and qualified.

   

Waynesville-St. Robert Chamber of Commerce
137 St. Robert Blvd., Ste. B
St. Robert, MO 65584
573-336-5121
fax: 573-336-5472
chamber@wsrchamber.com
www.waynesville-strobertchamber.com