CONSTITUTION

OF THE

PLAINFIELD AREA

CHAMBER OF COMMERCE

Adopted in April, 1972

Restated by the Board of Directors

in 1982, and

Approved by the Membership January, 1983

Revised January, 1997

Revised November 2000

Revised July 2005

CONSTITUTION AND BY-LAWS

OF THE

PLAINFIELD AREA CHAMBER OF COMMERCE

ARTICLE I

PURPOSE AND SCOPE

The Plainfield Area Chamber of Commerce (PACC) is organized for the purpose of preserving the free and competitive enterprise system and to promote business and community growth and development. This Chamber shall always strive to make the Plainfield area a better place to live, work, worship, learn, and conduct business.

ARTICLE II

MEMBERSHIP

SECTION 1 - ELIGIBILITY: Any person residing in or firm conducting business in the Plainfield area may complete application for membership in the Plainfield Area Chamber of Commerce.

SECTION 2 - DUES: The membership dues structure shall be established by the Board of Directors. Dues are payable in advance annually on the anniversary date of membership. No member shall be permitted to vote during periods when dues are in arrears.

SECTION 3 - CANCELLATION: Any member of the organization may withdraw or cancel his membership at any time, without privilege of refund. The Board of Directors may expel a member for nonpayment of dues or conduct unbecoming a member following a hearing and a two-thirds vote of the Board.

ARTICLE III

BOARD OF DIRECTORS AND OFFICERS

SECTION 1 - DIRECTORS: The Board of Directors shall consist of not less than seven or more than 15 members, as determined by the Board of

Directors. One-third shall be elected annually to serve for a period of three years, or until their successors have been elected and installed.

Directors shall be elected by ballot of the entire voting membership. Nominations will be held each year during the May general meeting. All nominees shall consent to serve before their names are officially placed in nomination. The election shall be held during the Annual Meeting in June, and Directors shall assume office July 1.

Vacancies shall be filled as soon as possible. In such cases, the Director shall be elected by the remaining Directors to fill the unexpired portion of the term.

SECTION 2 - RESPONSIBILITIES OF DIRECTORS: The Board of Directors shall carry out the policies as set forth in these by-laws. They shall be granted the power and authority to govern this organization; have control of its assets; and shall be responsible to conduct any necessary business, observing all local, state, and federal laws which apply to a non-profit corporation as defined in Section 501 (c) (6) of the Internal Revenue Code, as amended from time to time.

SECTION 3 - OFFICERS: The officers of this Chamber shall be elected annually, as soon as possible after the July election of Directors. The Officers of the Chamber of Commerce shall consist of the Chair, Vice-Chair, Corporate Secretary and Treasurer. These Officers will be elected from members of the Board. The President is a member of the Board. The Immediate Past-Chair may also serve on the Board. Only the offices of Secretary and Treasurer may be held by one and the same person. Other officers may be elected or appointed by the Board as desired.

Section 2. Duties of the Officers

a. President

     

  1. 1. Is an employee of the Chamber, reporting to the Board.

     

     

  2. 2. Manages the day-to-day activities of the Chamber, including employing and terminating staff, within budgetary guidelines.

     

     

  3. 3. Has signatory authorization.

     

     

  4. 4. Has no vote.

     

b. All elected Officers of the Chamber:

     

  1. 1. Have a voting privilege.

     

     

  2. 2. Are responsible to the Board for their actions.

     

3. Are elected by the Board for a term of one year.

c. Immediate Past-Chair

     

  1. 1. Upon completion of the term as the Chair of the Board, the Chair becomes the Immediate Past-Chair.

     

     

  2. 2. Has no vote.

     

     

  3. 3. Serves as an advisor to the Chair.

     

d. Chair

1. Shall preside at all regular and special meetings according to Robert’s Rule of Order as appropriate to the mission of the Chamber.

2. Maintains control of the meetings to maximize the focus on the mission of the Chamber.

3. Has signatory authorization.

e. Vice-Chair

1. In the absence of the Chair, performs the Chair’s duties.

2. Has signatory authorization.

f. Corporate Secretary

     

  1. 1. Keeps the corporate book.

     

     

  2. 2. Ensures Board meeting minutes are distributed.

     

     

  3. 3. Has signatory authorization.

     

g. Treasurer

     

  1. 1. Is custodian of all Chamber funds.

     

     

  2. 2. Submits written monthly reports to the Board.

     

     

  3. 3. Itemizes receipts and disbursements.

     

4. Is a member of the Finance Committee.

5. Has signatory authorization.

ARTICLE IV

COMMITTEES

SECTION 1 - STANDING COMMITTEES

AMBASSADOR COMMITTEE: shall promote good will and understanding about the chamber to its members, new businesses, surrounding chambers and the business community at large for the purpose of enhancing the image of the Chamber.

ECONOMIC DEVELOPMENT COMMITTEE: shall retain and attract businesses that would enhance the quality of the business community in the Plainfield Area.

EDUCATION / EXPO DEVELOPMENT COMMITTEE: shall assist small businesses and professional offices by educational support and training

FINANCE COMMITTEE: shall increase revenues and maintain a balanced budget.

HEALTH SERVICES COMMITTEE: shall assist chamber members in the development of a healthy workplace.

LEGISLATIVE AND PROFESSIONAL AFFAIRS COMMITTEE: shall monitor legislative matters, which may impact area business, present policy recommendations to the board and initiate appropriate action.

TECHNOLOGY COMMITTEE: shall develop communications between members and Chamber office that will utilize our technological systems to create efficient use of time and effort.

WOMEN YOU SHOULD KNOW ‘WYSK’ COMMITTEE: shall promote initiatives and programs designed for women in all stages of growth in business.

5K RUN/WALK COMMITTEE: shall promote the Plainfield Area Chamber of Commerce business members to other communities and clubs.

SECTION 2 - SELECT COMMITTEES

The Chairman of the Board may appoint any committees deemed necessary to accomplish the purposes of the Chamber. These committees shall dissolve in July of each year unless reappointed by the incoming Chairman.

Any number of members who desire to be associated together as a group for the purpose of promoting more effectively the special industry, business, profession or activity in which they are interested may form a committee providing they make written request - with statement of purpose - to the Board of Directors and gain approval.

SECTION 3 - COMMITTEE CHAIRMEN

To the greatest extent possible, Standing Committees will be chaired by elected Directors.

SECTION 4 - DUTIES AND AUTHORITY

All committees shall function within the scope and purpose of the Plainfield Area Chamber of Commerce. It shall be the function of committees to conduct investigations, studies, hearings, and such activities as may be delegated to them by the Board.

No action by any member, committee, 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.

ARTICLE V

MEETINGS

SECTION 1 - GENERAL MEMBERSHIP MEETINGS: General membership meetings shall be held from time to time on a regular basis as established by the Board of Directors. Special meetings may be called by the President or Board of Directors. At all meetings of the members, ten percent (10%) of the membership shall constitute a quorum.

SECTION 2 - BOARD MEETINGS: The Board of Directors shall schedule at least one meeting per month. Additional meetings will be scheduled when required. Unexcused absences of a director from five (5) meetings in a twelve (12) month period shall be construed to serve as an automatic resignation from the Board. A special meeting of the Board can be called by the President or three (3) Directors. At all meetings of the Board, five (5) members shall constitute a quorum.

ARTICLE VI

RESOLUTIONS

SECTION 1 - DETERMINATION: All matters deemed of sufficient importance by the Board of Directors shall be referred to the membership to be decided by a simple majority vote.

SECTION 2 - PETITION FOR RECONSIDERATION: Any matter decided by the Board of Directors and/or voted upon by the general membership may be called up by petition of ten percent (10%) of the members in good standing.

SECTION 3 - PROCEDURE: Members shall be polled by mail or advised that a vote will be taken at the next meeting of the membership. Two-thirds of the members in good standing must cast a ballot, and two-thirds majority of all votes cast are necessary to override a Board decision and/or vote of the general membership. Subsequent action on the Petition For Reconsideration shall be final.

ARTICLE VII

AMENDMENT OF BY-LAWS

These by-laws may be amended by deletion, addition, or revision by a majority vote of all ballots cast. Members must be notified in writing of any proposed amendment of the by-laws prior to the meeting in which voting on the amendment is to take place. Ballots by mail shall be accepted.

ARTICLE VIII

MISCELLANEOUS

Acts and powers not covered herein above shall be in accordance with the current GENERAL NOT-FOR-PROFIT ACT of the State of Illinois.

The current edition of ROBERT’S RULES OF ORDER shall be the final source of authority in all questions or parliamentary procedure when such rules are not inconsistent with the by-laws of the Chamber.

ARTICLE IX

DISSOLUTION

SECTION 1 - The 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).