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OPACC ByLaws

REVISED: April 7
th 2017
ORLAND PARK AREA CHAMBER OF COMMERCE
BY-LAWS
ARTICLE I – GENERAL
Section 1. Name:
This organization is incorporated under the laws of the State of Illinois and is known
as “The Orland Park Area Chamber of Commerce.”
Section 2.
This Association is organized for the purpose of advancing the economic, industrial,
professional, cultural, and civic welfare of the Orland Park area and encouraging the growth
of existing businesses and industries while giving all proper assistance to any firms or
individuals seeking to locate in the Orland Park area.
Section 3.
The Chamber shall be nonpartisan and nonsectarian, and shall take no part in or lend
its influence or facilities, either directly or indirectly, to the nomination, election, or
appointment of any candidate for office in village, county, state, or nation, nor shall any
meetings of a political nature whatsoever be held within the premises occupied by or under
the control of the Chamber.
Section 4.
This Chamber shall not engage in any undertaking for profit or of a commercial nature
except by a vote of the Board of Directors present at the meeting at which the matter is
discussed. Such undertakings shall be only those which cannot expediently be accomplished
by a private enterprise member.
ARTICLE II – INDEMNIFICATION
Section 1.
The Chamber shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether
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civil, criminal, administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Chamber or was serving at the request of the
Chamber as a director, officer, employee or agent of another Chamber, corporation,
partnership, joint venture, trust or other enterprise to the full extent provided by the laws of
the State of Illinois.
Section 2.
The indemnification provided by this Article II shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any statute, bylaws,
agreement, vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a person.
Section 3.
The Chamber shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Chamber, or is or was
serving at the request of the Chamber, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorney’s fees), arising out of his status as such, whether or not the corporation would have
the power to indemnify him or her against such liability under the provisions of this Article II.
ARTICLE III – MEMBERSHIP
Section 1.
Any qualified person, business association, corporation, or partnership may subscribe
to membership in the Orland Park Area Chamber of Commerce. Those accepted
memberships shall be known as regular members and their designated representative shall be
entitled to all the privileges and rights of a full member.
Section 2.
The Orland Park Area shall be generally known as the Village of Orland Park, its
neighboring and adjacent villages or municipalities, and other unincorporated areas located
nearby the Village of Orland Park.
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Section 3.
Applications for membership shall be made in writing, and the application shall be
regarded as a guarantee on the part of the applicant of his interest in and cooperation with the
purposes of the Chamber, and of his or her adherence to its by-laws, rules, and regulations.
Election to membership shall be automatic unless otherwise determined by the Board of
Directors. Each membership shall have one representative who shall be the President, Owner,
Manager, or other designated representative of the organization unless otherwise determined
by a resolution of the Board of Directors.
Section 4.
Each regular membership shall be entitled to one vote. There shall be no absentee
voting in any election conducted by the Chamber.
Section 5.
The membership fee shall be determined by the Board of Directors annually. The
collection of membership fees will be the responsibility of the Membership Director and
Treasurer of the Chamber, and/or the Chamber staff.
Section 6.
Any person, firm, association or corporation holding membership shall have the right
at any time to change its designated representative upon written notice to the Chamber of
Commerce.
Section 7.
The Board of Directors may, by unanimous vote of the members present, confer
honorary membership upon any person pre-eminent by ability and high character, who is
deemed worthy of such distinction, and can revoke said honorary membership by unanimous
vote of the Directors present during the last meeting of any fiscal year. Honorary membership
shall include all the privileges of active membership with exemption from payment of dues.
Section 8.
Members may be expelled by the Board of Directors for cause or for nonpayment of
dues within a reasonable time as fixed 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 reasonable notice. A two-thirds vote of all Directors present shall be
necessary to expel a member. An expelled member must be allowed to make an appeal at the
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next annual meeting or special meeting within thirty (30) days of such a request. The
termination of membership shall work a forfeiture of all interest of the member in and to the
property of the corporation, and the member shall thereafter have no right thereto or any part
thereof. The appointment of a new designated representative for the holder of a membership
shall in no case terminate that particular membership.
ARTICLE IV – Board of Directors
Section 1.
The Board of Directors shall have up to twenty (20) members, but not fewer
than fifteen (15) members. Each director shall serve a term of three (3) years. The number of
members, which is currently fifteen (15), may be increased or decreased within the aforesaid
minimum and maximum by resolution adopted by a majority of the Board of Directors at a
regular or special meeting of the Board of the Directors, provided that the notice of the
proposed increase or decrease is included in the notice of meeting. No change in the number
of Directors shall have the effect of removing any Director prior to the expiration of his or her
term of office or extending his or her term. In order to conform to these by-laws, and to
maintain an orderly transition of leadership from year to year, the terms of one-third (1/3) of
the Directors (or as close to one-third as can be mathematically achieved) shall expire
annually and one-third of the Directors (or as close to one-third as can be mathematically
achieved) shall be elected annually. To fill vacant or expiring directorships, the nominating
committee specified in Section 4 below may, at its discretion, consider up to two (2) directors,
whose terms are expiring, along with three (3) other candidates who have had an absence
from the Board of Directors of at least one (1) year.
In addition, a member may be appointed to the Board of Directors to complete the
term of a director who has resigned, transferred, etc., and be eligible for nomination to serve
as a director for a full three (3) year term following the completion of the substitute term.
No annual election shall be for the purpose of filling any more or less than one-third
(1/3) or as close to one third (1/3) of the directorships as can be mathematically achieved.
Other vacancies that occur at any time of the year shall be filled by the appointment from the
current President of the Chamber with the majority vote of the Board of Directors present.
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Section 2.
To be eligible for nomination as a director, a member must have been an active
member of the Chamber for at least one year. Any regular member can nominate a fellow
member to be a director.
Section 3.
If any member of the Board of Directors shall fail to attend three (3) successive
meetings without submitting a reason for such absence, the Board may, by majority vote,
recommend that director be removed and submit that recommendation to a vote of the
members of the Chamber consistent with the provisions of 805ILCS105/108.35 of the Illinois
Not-for-Profit Corporation Act. If a director is so removed, the President, with the consent of
the Board of Directors, shall then appoint a member to continue the term of the vacated
directorship.
Section 4.
In July of each year, the President shall appoint three (3) Board members as a
nominating committee for selecting candidates for the Board of Directors and five (5)
candidates for the officers of the Chamber of Commerce. One member of the committee shall
be designated chairman by the President. Any potential candidate must be personally
contacted by a nominating member.
Section 5.
At the August Board of Directors meeting, the nominating committee shall present the
slate of candidates to serve for three (3) year terms. At the same time, the Nominating
Committee shall announce the five (5) candidates slated to become the officers of the
Chamber for the next year.
Section 6.
The nomination of candidates for both the Board of Directors and the officers for the
coming year shall then be published in the September/October Chamber newsletter. The
election of the Directors shall then take place at the Chamber’s October monthly membership
meeting with each eligible regular member in attendance allowed to vote.
The election of the five (5) officers to serve the Chamber in the coming year shall take
place at the November Board of Directors meeting, with each board member in attendance
allowed to vote. Robert’s Rules of Order shall govern both elections.
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Section 7.
The Board of Directors shall adopt such rules and regulations as may be required to
conduct the affairs of the organization. The government and policy-making responsibilities of
the Chamber shall be vested in the Board of Directors, which shall control its property, be
responsible for its finances, and direct its affairs
Section 8.
The Executive Board shall consist of the immediate past President and the current
President, President-Elect, Vice-President, Treasurer and Secretary as members. The
chairperson of the Executive Board shall not have a voting right unless there is a tie vote on a
matter.
The Executive Board shall act for the Board of Directors between regular meetings of
the Board of Directors. The Executive Board shall exercise general supervision of the
business of the Chamber, and their actions shall be reported and approved by the Board of
Directors.
Section 9. IMMEDIATE PAST PRESIDENT
(a) In the event that the Immediate Past President’s term as a Director shall have
expired, said person shall remain on the Board of Directors as an ex officio voting
member of the Board, in addition to the number of Directors authorized by the
Board pursuant to Article IV, Section 1. In such case, the Immediate Past
President shall serve as an ex officio member of the Board from the installation of
his or her successor as President, through the calendar year of said installation, and
until the installation of a new President.
(b) This section shall take effect immediately upon its passage.
ARTICLE V – OFFICERS
Section 1.
To be eligible for nomination as an officer of the Chamber, a member must have
served at least one year as a member of the Board of Directors and served as a member or
Chairperson of a committee in a previous or current year.
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Section 2.
The nomination and election of officers shall be executed as described in Article IV,
Sections 5 and 6.
Section 3. Duties of Officers:
(a) President: The President shall be the head of the Chamber of Commerce and shall
preside at all meetings of the membership and the Board of Directors. He/she
shall with the counsel of the President-Elect and the Vice-President, determine the
need for ad hoc committees, subject to the approval of the Board of Directors.
With the approval of the Board of Directors, he/she shall sign all deeds, contracts and other
instruments affecting the operation of the Chamber or any of its properties. He/she shall, with
the President-Elect, sign all formal documents of the Chamber.
(b) President-Elect.
He/she shall serve as first voluntary assistant to the President of the Chamber,
performing the duties of the President in the absence of that officer. He/she shall
also serve as Program Chairman for the Chamber, determining the benefit to the
members of the Chamber, of the program selected.
(c) Vice President.
He/she shall serve as second voluntary assistant to the President of the Chamber,
performing the duties of the President in the absence of the President and
President-Elect. He/she shall also serve as Chairman of the Membership
Committee. These membership activities shall be directed toward increasing the
number of members and service to the membership.
(d) Treasurer.
He/she shall serve as Treasurer of the Chamber and shall co-sign all checks as
authorized. He/she shall be the technical custodian of all funds of the Chamber
and shall present a monthly financial report to the Board of Directors and an
Annual Financial report to the Board of Directors and an Annual Financial report
to the members of the Chamber at the Annual Meeting.
The Treasurer of the Chamber shall serve as the chair of the Finance
Committee, which should be made up of but not limited to the current year's
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Treasurer, the past year's treasurer (Second VP), and the incoming treasurer
(Secretary). This committee shall meet on an as needed basis but be
mandated to (i) prepare a draft of the annual budget for the next fiscal year
and (ii) conduct an annual review of the Chamber’s financial statements and
processes and give a report to the full board within 30 days of the review.
In November of each year, the Treasurer shall prepare budget
estimates on income and expenditures for review by the Board of Directors.
The budget shall contain all items of anticipated expense in carrying out the
program of work adopted by the Board of Directors. The Budget shall then be
voted on by the Board of Directors at its December meeting.
As approved by the Board, the budget shall serve as the appropriation
measure for the Chamber. Committees should not exceed its appropriation
without approval of the Board.
(e) Secretary.
He/she shall be responsible for the accurate recording of the proceedings of the
Board of Directors and Executive Board Meetings, which shall at all times be
available for inspection by the members.
Transcription of the Board of Directors’ meetings shall be mailed or emailed to
the Board members prior to the next meeting of the Board. Minutes of the Executive
Board Meetings shall be mailed or emailed to members of the Executive Board
following the meetings of the Executive Board.
ARTICLE VI – COMMITTEES AND DIVISIONS
Section 1.
Appointment and Authority.
The President shall appoint all committees subject to approval of the Board of
Directors. Committee appointments shall be made by the President and shall in no event
exceed the term of the appointing President.
Section 2.
Limitation of Authority.
No committee shall take or make public any formal action, or make public any
resolution, or in any way commit the Chamber on a question of policy without first receiving
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approval of the Board of Directors. The President shall discharge special committees when
their work has been completed and their reports accepted.
ARTICLE VII – MEETINGS
Section 1.
Annual Meeting.
The Annual Meeting of the Chamber shall be held during the second week of
January of each year or at such other time and place as determined by the Board of
Directors. Notice shall be mailed or emailed to each member at least ten (10) days
before said meeting.
Section 2.
Board of Directors Meeting.
The Board of Directors shall hold regular meetings at such time and place as
directed by the President.
Section 3.
Additional Meetings.
(a) The President may call general meetings of the Chamber at any time. Notice of
special meetings shall be arranged by the President and notification of said
meeting mailed or emailed to each member at least one week (7 days) in advance
of the meeting time and place.
(b) Special Meetings of the Board of Directors may be called by the President with
approval of at least three (3) members of the Board. Notice including the purpose
of the special meeting shall be given or emailed to each Director at least one day
prior to the special meeting.
Section 4.
Quorums.
(a) At any duly called General Meeting of the Chamber, fifteen (15) members shall
constitute a quorum of the Chamber membership.
(b) A majority of the Directors shall constitute a quorum of the Board of Directors.
(c) At Committee Meetings, a majority shall constitute a quorum.
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ARTICLE VIII – FINANCES
Section 1.
Funds.
All money paid to the Chamber shall be placed in a general operating fund.
Funds unused from the current year’s budget will be placed in an interest- bearing reserve
account.
Section 2.
Disbursements
No obligation or expense shall be incurred, and no money shall be appropriated
without prior approval of the Board of Directors. Upon approval of the budget, the Executive
Director is authorized to make disbursements on accounts and expenses provided for in the
budget without additional approval of the Board of Directors, provided that:
(A) Disbursements shall be made by check, except that utility bills may be paid
electronically, as long as no such payment exceeds $ 500.00;
(B) Payment of any bill or other obligation which allows payment in
installments, shall be paid in such installments unless the Board of Directors authorizes a
larger payment;
(C) The Treasurer and any member of the Executive Board shall sign checks;
but in the unavailability or incapacity of the Treasurer, the President may co-sign
disbursement checks.
Section 3.
Fiscal Year.
The fiscal year of the Chamber shall close on December 3l.
Section 4.
Annual Financial Review
The accounts of the Chamber shall be internally reviewed by the Finance
Committee on an annual basis as soon as is practical after the close of the fiscal year. The
results of the review shall at all times be available to members of the organization within
the offices of the Chamber or upon written request by any Chamber member.
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Section 5.
Bonding and Insurance.
An adequate Bond or insurance coverage, paid for by the Chamber shall cover
all employees and officers of the Chamber.
Section 6.
The Chamber may borrow money, upon approval of the Board as required below,
from any bank or other financial institution provided such money shall be repaid within 5
years from the time the money is borrowed. "Financial Institution" means any bank subject to
the "Illinois Banking Act", any savings and loan association subject to the "Illinois Savings
and Loan Act of 1985", or as amended from time to time, and any federally chartered
commercial bank or savings and loan association organized and operated in this State
pursuant to the laws of the United States. Any loan may be approved by a three-quarters vote
of the Board of Directors.
ARTICLE IX – AMENDMENTS
Section 1.
Approval.
All proposed amendments to these by-laws shall first receive the approval of
the Board of Directors.
Section 2.
Revisions.
These by-laws may be amended or altered by a three-quarters vote of the Board of
Directors or by a two-thirds vote of duly constituted members present at any regular or special
meeting of the Chamber called for that purpose, provided proper notice of the proposed
change shall have been mailed or emailed by the Secretary to each member or Director as the
case may be not less than ten (10) days prior to date of such meetings.
ARTICLE X – PARLIAMENTARY PROCEDURES AND SEAL
Section 1.
Authority.
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The proceedings of the Chamber shall be governed by and conducted
according to the latest rules of Robert’s Rules of Order as revised.
Section 2.
Seal.
The Chamber may use a seal of such design as may be adopted by the Board of
Directors.