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 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
Section 2: Terms
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
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
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
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
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.
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
Waynesville-St. Robert Chamber of Commerce
137 St. Robert Blvd., Ste. B
St. Robert, MO 65584