CONSTITUTION & BY-LAWS
Revised 4-25-2020
ARTICLE I: NAME, LOCATION, AND OBJECTIVES
SECTION 1 – NAME:
The name of this corporation, organized not for profit, under the laws of the State of Ohio, shall be the Kenmore Chamber of Commerce (formerly the Kenmore Board of Trade).
SECTION 2 – LOCATION:
The location of the principal office of this Chamber of Commerce shall be at the office of the secretary, unless otherwise designated by the Board of Directors.
SECTION 3 – OBJECTIVES:
The object of the Chamber of Commerce shall be to promote civic activities of the community which will not only be beneficial to its own local community from a moral, physical, material and business standpoint, but to Greater Akron as well and to foster, develop, and protect Akron commercial, manufacturing, and civic interests.
ARTICLE II: MEMBERSHIP
SECTION 1 – GENERAL:
Any person, partnership, association, or corporation interested in furthering the purposes of the Chamber of Commerce who pays their annual dues and who agrees to be bound the constitution, by-laws, rules, and regulations of the Chamber of Commerce is eligible for membership. Any business organization may designate an individual person as its official voting representative on the Chamber of Commerce, but no one person shall be the voting representative for more than one such organization.
ARTICLE III: GOVERNMENT
SECTION 1 – CONTROL:
The corporate powers, business and property of the Kenmore Chamber of Commerce shall be exercised, conducted and controlled by a Board of elected Directors composed of six (6) members. Three (3) Directors shall be elected annually by a ballot at the December meeting of the membership-at-large, to serve for a period of two (2) years. Anyone elected or appointed as Director must be a member in good standing in the Kenmore Chamber of Commerce.
SECTION 2 – COMMITTEES:
The President may appoint such standing and special committees as he/she deems necessary to carry on the affairs of the Chamber. All committees so appointed shall be under the control of the Directors and shall keep regular minutes of their meetings to be a part of the record of the Board.
SECTION 3 – FINANCE COMMITTEE:
The President shall annually appoint a Finance Committee consisting of the Secretary, Treasurer, and two Directors whose duty it shall be to pass upon and OK payment for all bills presented to the Chamber. Upon their approval, said bills are to be paid promptly by the Treasurer.
SECTION 4 – NOMINATING COMMITTEE:
At the Directors meeting in October of every year, the President shall appoint three (3) members of the Directors as a nominating committee. Their duties will be to select a list of not more than six (6) names from the current list of members and those Directors in good standing whose terms are expiring from the Board of Directors, as candidates for the two year term of office of Director. The nominating committee shall submit their recommendations to the Directors for their approval at the Directors’ November meeting. Ballots shall be ordered and distributed to the membership-at-large to be voted upon at the December membership meeting. Nominations for the Board of Directors may also be taken from the floor at the December membership meeting. The three (3) candidates receiving the largest number of votes will be declared new Directors for a two year term.
SECTION 5 – AUDIT COMMITTEE:
The President-Elect shall appoint annually an Auditing Committee to audit the books and records of the Treasurer not later than February 1st of the ensuing year. The Auditing Committee must submit a written report of the audit to the Board of Directors not later than the March Directors Meeting.
SECTION 6 – VACANCIES:
A) In the event there is a vacancy in the Board of Directors through death, resignation, disqualification, or otherwise, the remaining Directors by an affirmative vote of the majority thereof shall appoint a successor in good standing with the Board, to fill the vacancy for the unexpired term of the Director being replaced.
B) In the event the President, First or Second Vice-President, Secretary or Treasurer would be a member of the Board of Directors at the time of his/her election, immediate resignation from the Board of Directors is required. The ensuing vacancy to the Board of Directors should be filled as outlined above.
SECTION 7 – MEETINGS OF THE DIRECTORS:
A) The Directors shall meet on the third Thursday of each month or at another time agreed upon by a majority of the Directors.
B) The general membership meetings will be on the third Thursday of each month or at another time agreed upon by a majority of the Directors. A report of the previous Directors meeting will be given at this general membership meeting.
C) The monthly general membership meetings may be waived during any month of each year, if deemed necessary, by a vote of the Board of Directors. The monthly Directors’ meetings will be held each month as stated above.
SECTION 8 – ATTENDANCE:
Any Officer or Director who is absent from three (3) consecutive meetings, without valid excuse, which is accepted by the President, shall be automatically dropped from the office. A new Officer or Director shall be appointed in his/her place, by the President, to finish the unexpired term in accordance with Article III, Section 5.
ARTICLE IV: OFFICERS, ELECTION OF OFFICERS AND THEIR DUTIES
SECTION 1 – OFFICERS:
The officers of the Kenmore Chamber of Commerce shall consist of a President, First and Second Vice Presidents, Treasurer, Secretary, and immediate Past President.
A) The President, First and Second Vice Presidents, and Treasurer must be members in good standing of the Kenmore Chamber of Commerce at the time of their election or appointment to office.
B) The Secretary need not be a member of the Kenmore Chamber of Commerce.
C) The President and First and Second Vice Presidents are elected to office by the Directors. The Secretary and Treasurer are appointed by the President with the approval of the Directors and other Officers.
D) No person may hold more than one office at a time, unless to temporarily fill a position until a new candidate is supplied either via elections or appointment as described above.
SECTION 2 -TERM OF OFFICE:
All officers elected or appointed are to serve for a period of one year or until their successors are elected or appointed. Any Officer may be removed from office by a three-fourths vote of the Directors.
SECTION 3 – ELECTION OF OFFICERS:
A) Officers shall be elected by the Board of Directors at the first regular monthly meeting following the General Board Election which elected three (3) new Directors.
B) The President shall assume his/her office immediately following the election of officers and shall immediately appoint a Secretary and Treasurer with the approval of a majority of the Directors present.
SECTION 4 – COMPENSATION:
No Officer shall receive compensation for services. The Secretary, if deemed necessary and not a member of the Kenmore Chamber of Commerce, may receive a fixed amount of compensation if voted on accordingly by a majority of the Officers and Directors.
SECTION 5 – DUTIES:
A) PRESIDENT: The President shall preside at all meetings of Directors and the general membership. He/she shall sign all records, manage and conduct business generally under the direction of the Board of Directors. He/she shall also have such other duties as may from time to time be required by the Board of Directors. The President is counted in determining a quorum. The President shall have a vote in the business proceedings of the Directors only in case of a tie.
B) VICE PRESIDENTS: In the absence of the President, the First Vice President shall perform the duties incident to the office of President. In the absence of both the President and First Vice President, the Second Vice President shall perform the duties as outlined above. In the absence of the President and both Vice Presidents, the Board of Directors may appoint a President Pro-Tempore. As part of their regular duties, the two Vice Presidents will serve as chairman of the following committees:
First Vice President: Programming for General Meetings
Second Vice President: Special Projects
Both Vice Presidents have a vote in the business proceedings of the Directors.
C) SECRETARY: The Secretary shall keep minutes of all meetings, collect the dues, keep an accurate record of membership status and pay all funds collected to the Treasurer promptly. He/she shall attend to giving and serving all notices of the Kenmore Chamber of Commerce and perform all duties incident with this office and such other duties as may be assigned by the President. The Secretary, if a member of the Kenmore Chamber of Commerce, shall have a vote in the business proceedings of the Directors.
D) TREASURER: The Treasurer shall receive all monies collected by the Secretary for dues as well as all other funds belonging to the Chamber of Commerce. He/she shall keep accurate record thereof and payout the Board’s funds as approved by the Finance Committee. At each regular meeting, a report showing the receipts and expenditures since the last report shall be given. At the January meeting, an annual report showing the complete receipts and expenditures for the previous year shall be presented. The Treasurer shall be required to deposit all funds in a financial institution approved by the Directors. The Treasurer may be required to perform other duties as may be assigned by the President and shall have a vote in the business proceedings of the Directors.
ARTICLE V: ORGANIZATION
SECTION 1 – RULES OF ORDER:
A) The Kenmore Chamber of Commerce shall be governed in parliamentary procedure by the latest edition of Roberts Rules of Order.
B) QUORUM: In determining quorum, the six (6) Directors, the President, the two (2) Vice Presidents, Treasurer, Secretary (if a member of the Chamber of Commerce), ex-officio member, making a total of twelve (12), are to be considered. Therefore, seven (7) must be present to constitute a quorum in conducting business or in the election of officers. If there are open positions for either the Officers or Directors, then a quorum of one-half plus one will be considered acceptable for conducting business or in the election of officers.
SECTION 2 – DUES:
Dues for the calendar year shall be fixed at the November Directors meeting. Any new member, joining the Chamber of Commerce after October 1st of the year shall be considered as joining the next calendar year.
SECTION 3 – ORDER OF BUSINESS:
Unless otherwise decided by the Directors, the order of business at the Directors meeting shall be roll call, reading and approval of the minutes, approval of the Treasurer’s report, reports of the President, Vice Presidents, committees, unfinished business and new business.
ARTICLE VI: MISCELLANEOUS
SECTION 1 – AMENDMENTS:
The constitution and by-laws may be changed or amended by a two-thirds vote of eligible Officers and Directors. There will be two (2) readings of the proposed changes with a two-thirds vote by the eligible Officers and Directors at the next meeting of Directors following the second reading.
SECTION 2 – RECORDS, FILES, AND RELATED DATA:
All files, records and related data pertaining to their respective office, duties or assignments for the Chamber of Commerce, while fulfilling their terms in such positions and being a member of the Kenmore Chamber of Commerce, shall, upon completion, conclusion, or advancement from that office, duty or assignment, collect and assemble such files, records, and data and deliver same to their successors for that office, duty, or assignment.