Greater
Hartford Area Chamber of Commerce
Hartford, Michigan
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a .pdf printable version of the Chamber Bylaws
BYLAWS
Of The
Greater Hartford Area Chamber of Commerce
Revised as of 3-14-2006
Article I - General
Article II - Membership
Article III - Meetings
Article IV - Board of Directors
Article V - Officers
Article VI - Committee and Divisions
Article VII - Finances
Article VIII - Dissolution
Article IX - Parliamentary Authority
Article X - AmendmentsSection 1: Name
This organization is incorporated under the laws of the State of Michigan and
shall be known as the Greater Hartford Area Chamber of Commerce
Incorporated.
Section 2: Purpose
The Greater Hartford Area Chamber of Commerce is organized to advance the
general welfare and the prosperity of the Greater Hartford Area so that it’s citizens
and all areas of its business community shall prosper. All necessary means of
promotion shall be provided and particular attention and emphasis shall be given
to the economic, civic, commercial, cultural, industrial and educational interests of
the area.
Section 3: Area
The Greater Hartford Area Chamber of commerce economic region shall mean
to include the Cities of Hartford, Hartford Township, Keeler Township, and the
Counties of Van Buren and Berrien.
Section 4: Limitation of Methods
The Greater Hartford Area Chamber of Commerce shall observe all local, State
and Federal laws which apply to a non-profit organization as defined in Section
501 (c) (6) of the Internal Revenue Code.
Section 1: EligibilityAny person, association, corporation, partnership or estate having an interest in
the objectives of the organization shall be eligible to apply.
Section 2: Membership ApplicationApplications for membership, and payment of dues shall be submitted to the
Board of Directors’ Secretary. Notification of membership shall be by receipt of
membership packet.
Section 3: DuesMembership dues shall be at such rate or rates, scheduled or formula as may be
from time to time prescribed by the Board of Directors, payable annually in
advance. Dues will be pro-rated for members joining from July 1
st to the end ofthe calendar year.
3a. Business
3b. Individual, non-business
Section 4: Termination (Resignation, expulsion and delinquency.)A. Any member may resign from the chamber upon written request to the Board
of Directors;
B. Any member shall be expelled by the Board of Directors by two-thirds vote for
nonpayment of dues after sixty (60) days from date due, unless otherwise
extended for good cause;
C. Any member may be expelled by two - thirds vote of the Board of Directors, at
a regularly scheduled meeting thereof, for conduct unbecoming a member or
prejudicial to the aims or repute of the chamber, after a notice and opportunity for
a hearing are afforded the member complained against.
Section 5: VotingIn any proceeding in which voting by members is called for, each member in good
standing shall be entitled to cast one (1) vote.
Section 6: Exercise of Privileges
Any member may appoint an individual in writing to exercise the privileges of
membership in member’s absence. Said appointment may be changed by
member in writing.
Section 7: OrientationAt regular intervals, orientation on the purposes and activities of this organization
shall be conducted, if deemed necessary, for the following groups: new directors,
officers and directors, committee chairmen, committees and new members. A
detailed outline for orientation of each of these groups shall be part of this
organization's procedures manual.
Section1: Annual MeetingThe annual meeting of the corporation, in compliance with State law, shall be held
during December of each year. The time and place shall be fixed by the Board of
Directors and notice thereof mailed to each member at least ten (10) days before
the said meeting.
Section 2: Additional MeetingsGeneral meetings of the chamber may be called by the President at any time, or
upon petition in writing of any three members in good standing: (a) Notice of
Special meetings shall be e-mailed or surface-mailed (due to lack of e-mail
address) to each member at least seven (7) working days prior to such meetings;
(b) Board meetings may be called by the President or by the Board of Directors
upon written application of three (3) members of the Board. Notice, including the
purpose of the meeting shall be given to each director at least one (1) working
day prior to said meeting; (c) Committee meetings may be called at any time by
the President, respective department vice president, or by the committee's
chairman.
Section 3: QuorumsAt any duly called board meeting of the chamber five (5) of the members shall
constitute a quorum.
Section 4: Notices, Agenda, and MinutesWritten notice of all chamber meetings must be given at least 5 days in advance
unless otherwise stated. An agenda, minutes, and a treasurer’s report must be
prepared for all meetings. A detailed outline for preparation of both shall be part
of this organization's procedures manual.
Section 1: Composition of the BoardThe Board of Directors shall be composed of nine (9) members, (one third) of
whom shall be elected annually to serve for three (3) years, or until their
successors are elected and have qualified. The incoming president may appoint,
subject to the approval of the Board from (3) to (6) members to the Board to
serve one-year terms.
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 2: Selection and the Elections of the Directors.A. Nominating Committee. At the regular October Board meeting, the President
shall appoint, subject to approval by the Board of Directors, a Nominating
Committee of three (3) members of the Chamber. The President shall designate
the Chairman of the committee.
Prior to the 2
nd Tuesday in November, the Nominating Committee shall present tothe President a slate of three (3) candidates to serve three-year terms replacing
the directors whose regular terms are expiring. Each candidate must be an active
member in good standing and must have agreed to accept the responsibility of a
directorship. No Board member who has served two consecutive three-year terms
is eligible for election for a third term. A period of one (1) year must lapse before
eligibility is restored.
B. Publicity of Nominations. Upon receipt of the report of the NominatingCommittee, the Secretary shall immediately notify the membership by e-mail of the
names of persons nominated as candidates for directors and the right of petition.
C. Nomination by Petition. Additional names of candidates for directors can benominated by petition bearing the genuine signatures of at least four (4) qualified
members of the chamber. Such petition shall be filed with the Nominating
Committee within ten (10) days after notice has been given of the names of those
nominated. The determination of the Nominating Committee as to the legality of
the petition(s) shall be final.
D. Determination. If no petition is filed within the designated period, the nominationsshall be closed and the nominated slate of three (3) candidates shall be declared
elected by the Board of Directors at their regular December Board meeting.
If a legal petition shall present additional candidates, the names of all candidates
shall be arranged on a ballot in alphabetical order. Instructions will be to vote for
three (3) candidates only. The Secretary shall e-mail this ballot to all active
members at least fifteen (15) days before the regular December Board meeting.
The ballots shall be marked in accordance with instructions printed on the ballot
and returned to the chamber office within ten (10) days. The Board of Directors
shall at its regular December Board meeting declare the three (3) candidates with
the greatest number of votes elected.
E. Judges. The President shall appoint, subject to the approval of the Board ofDirectors, at least (3), but not more than five (5), judges who are not members of
the Board of Directors or candidates for elections. One will be designated
chairman. Such judges shall have complete supervision of the election, including
the auditing of the ballots. They shall report the result of the election to the Board
of Directors.
Section 3: Seating of New Directors.All newly-elected and appointed Board members shall be seated at first regular
Board meeting (January) of the new year, and shall be participating members
thereafter. Retiring directors shall continue to serve until the end of the current
program year.
Section 4: VacanciesA member of the Board of Directors who shall be absent from three (3)
consecutive regular meetings of the Board of Directors shall automatically be
dropped from membership on the Board unless confined by illness or other
absence approved by a majority vote of those voting at any meeting thereof.
Vacancies on the Board of Directors, or among the officers, shall be filled by a
majority vote of the Board of Directors.
Section 5: Policy (Statements of position on issues.)The Board of Directors is responsible for establishing procedure and formulating
policy of the organization. It is also responsible for adopting all policies of the
organization. These policies shall be maintained in a policy manual, to be reviewed
annually and revised as necessary.
Section 6: ManagementThe Board of Directors shall employ a Secretary and shall fix the salary and other
considerations of employment.
Section 7: IndemnificationThe Chamber may, by resolution of the Board of Directors, provide for
indemnification by the chamber of any and all current or former officers, directors
and employees against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit, or proceeding in which they or any
of them are made parties, or a party, by reason of having been officers, directors or
employees of the chamber, except in relation to matters as to which such
individuals shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty and to such matters as shall
be settled by agreement predicated on the existence of such liability for negligence
or misconduct.
Section 1: Determination of Officers
he Board of Directors (new and continuing) at its regular January meeting, shallreorganize for the coming year. The Nominating Committee for Directors shall also
nominate officers each year. At this meeting, the Board shall elect the President,
Vice President, Secretary, and Treasurer to conduct the activities of the chamber .
Officers will be elected from members of the new Board. All officers shall take on
the first day of the new fiscal year and serve for a term of one (1) year or until their
successor assume the duties of office. They shall be voting members of the Board
of Directors.
Section 2: Duties of Officers
A. President. The president shall serve as the chief elected officer of the chamberof commerce and shall preside at all meetings of the membership, Board of
Directors and the Executive Committee. The president shall, with advice and
counsel of the Executive Committee, determine- all committees, select all
committee chairpersons, and assist in the selection of committee personnel,
subject to approval of the Board of Directors.
B.. Vice President. The Vice President shall exercise the powers and authorityand perform the duties of the president in the absence or disability of the
President. Duties of the vice president shall be such as the title, by general usage
would indicate, and such as required by law, as well as those that may be
assigned by the President and Board of Directors. The Vice President will also
have under his/her immediate jurisdiction all committees pertaining to their general
duties.
C. Treasurer. The treasurer shall be responsible for safeguarding of all fundsreceived by the chamber arid for their proper disbursement. Such funds shall be
kept on deposit in financial institutions, or invested in a manner approved by the
Board of Directors. Checks are to be signed by the Treasurer and the President.
The Treasurer shall cause a monthly financial report to be made to the Board.
The Treasurer shall be responsible for the preparation of an operating budget
covering all activities of the Chamber, subject to approval of the Board of
Directors.
D. Secretary. The Secretary shall serve as Secretary to the Board of Directors,
and cause to be prepared notices and minutes of meetings of the Board. The
Secretary shall serve as advisor to the president and committees on program
planning, and shall assemble information and data and cause to be prepared
special reports as directed by the program of the chamber. The Secretary shall be
a member of the Board of Directors, the Executive Committee and all committees.
Section 3: Executive CommitteeThe Executive Committee shall act for and on behalf of the Board of Directors
when the Board is not in session but shall be accountable to the Board for its
actions. It shall be composed of the President, Vice President, Treasurer and
Secretary. The President will serve as chairman of the Executive Committee.
Section 4: Indemnification.The chamber may, by resolution of the Board of Directors, provide for
indemnification by the chamber of any and all of its officers as spelled out in Article
IV, Section 7 of these bylaws.
ARTICLE VI
Committee and Divisions
Section 1: Appointment and Authority.The President, by and with the approval of the Board of Directors, shall appoint all
committee chairmen. The President may appoint such ad-hoc committees and
their chairmen as deemed necessary to carry out the program of the chamber.
Committee appointments shall be at the will and pleasure of the president and
shall serve concurrent with the term of the appointing President, unless a different
term is approved by the Board of Directors. It shall be the function of committees
to make investigations, conduct studies and hearings, make recommendations to
the Board of Directors, and to carry on such activities as may be delegated to
them by the Board.
Section 2: Limitation of Authority.No action by any member, committee, division, employee, director or officer shall
be binding upon, or constitute an expression of, the policy of the chamber until it
shall have been approved or ratified by the Board of Directors. Committees shall
be discharged by the President when their work has been completed and their
reports accepted, or when, in the opinion of the Board of Directors, it is deemed
wise to discontinue the committees.
Section 3: TestimonyOnce committee action has been approved by the Board of Directors, it shall be
incumbent upon the committee chairmen or in their absence, whom they designate
as being familiar enough with the issue, to give testimony to, or make
presentations before, civic and governmental agencies.
Section 1: FundsAll 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 a reserve account.
Section 2: DisbursementsUpon approval of the budget, the Treasurer and President are authorized to make
disbursements on accounts and expenses provided for in the budget without
additional approval of the Board of Directors. Disbursement shall be by check.
Section 3: Fiscal YearThe fiscal year of the chamber shall be from January 1 - December 31.
Section 4: BudgetAs soon as possible after election of the new Board of Directors and officers, the
Budget Committee if preferred shall adopt the budget for the coming year and
submit it to the Board of Directors for approval.
Section 5: Annual AuditThe accounts of the Chamber of Commerce shall be audited annually as of the
close of business on December 31.Commencing in January of 2007, audits
conducted in odd years (of the previous year) will be conducted by a committee of
two (2) chamber members and the chamber treasurer. Audits conducted in even
years (of the previous year) shall be conducted by a public accountant. The audit
shall at all times be available to members of the organization within the offices of
the chamber.
Section 6: BondingThe President and Treasurer and such other staff as the Board of Directors may
designate shall be bonded by a sufficient fidelity bond in the amount set by the
Board and paid for by the chamber.
Section 1: ProcedureThe chamber shall use its funds only to accomplish the objectives and purposes
specified in these bylaws, and no part of said funds shall inure, or be distributed,
to the members of the chamber. On dissolution of the chamber, any funds
remaining shall be distributed to one or more regularly organized and qualified
charitable, educational, scientific or philanthropic organizations to be selected by
the Board of Directors as defined in IRS Section 501 (c) (3)
ARTICLE IX
Parliamentary Authority
Section 1: Parliamentary AuthorityThe current edition of Roberts Rules of Order shall be the final source of authority
in all questions of parliamentary procedures when such rules are not inconsistent
with the charter or bylaws of the chamber.
Section 1: RevisionsThese bylaws may be amended or altered by a two-thirds (2/3) vote of the Board
of Directors, or by a majority of the members at any regular or special meeting,
providing the notice for the meeting includes the proposals for amendments. Any
proposed amendments or alterations shall be submitted to the Board or members
in writing, at least ten (10) days in advance of the meeting at which they are to be
acted upon.
Adopted: September 11,2002Revised: March 14, 2006
Bylaws Committee:Ethel Wise, Chairperson
Ron Sefcik
Natalie Rios
Rich McDermott
Mary Thornburg
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Officers for 2007
(L-R)
Vice President - Natalie Rios (269) 621-1006 - Click here to send me an email
Trustee - Sheila Nye (269) 621-2405 - Click here to send me an email
Trustee - Shelia Darling (269) 621-3594 - Click here to send me an email
Secretary - RoxAnn Rodney-Isbrecht (269) 621-2477 - Click here to send me an email
Trustee - Pat Vawter (269) 621-3988 - Click here to send me an email.
President - Ron Sefcik (269) 621-4349 - Click here to send an email
Treasurer - Tad Moody (269) 621-4526 - Click here to send an email
Trustee - Kim Sinclair (269) 621-3651 - Click here to send me an email
Trustee - Ron Hansen (269) 621 Click here to send me an email (not pictured)
