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Constitution Of The Plainfield Shorewood Area Chamber Of Commerce

The Plainfield Shorewood Area Chamber of Commerce (PSACC) 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.

Constitution Of The Plainfield Shorewood 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
  • Revised March 2013
  • Revised February 2016

Constitution and By-laws of the Plainfield Shorewood Area Chamber Of Commerce


Article I - Purpose And Scope

The Plainfield Shorewood Area Chamber of Commerce (PSACC) 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 Shorewood area may complete application for membership in the Plainfield Shorewood Area Chamber of Commerce. The Executive Director shall present applications to BOD for official approval. 

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.

Section 4 - Termination

The Board of Directors may expel a member for nonpayment of dues of 90 days or more,  or conduct unbecoming a member following a hearing and a two-thirds vote of the Board.

Section 5 - Member Rights

Members have the right to examine all records of the Board of Directors and the Chamber, to attend Board of Directors meeting, and to bring questions and concerns to the Board with advance notice. 
 


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.

  • Due to merger in 2021 with Shorewood Area Chamber the Board of directors will consist of 17 members in 2021, 16 in 2022 and back to 15 in 2023 unless more directors choose to step down. 

Directors shall be elected by ballot of the entire voting membership, via email, mail or in person at the Chamber office or other Chamber event. Nominations will be held each year during the month of October/November. All nominees shall consent to serve before their names are officially placed in nomination for December. The election shall be held during the month of December, and Directors shall assume office January 1. All Board members must be in good standing throughout their term and have membership dues paid.

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.

See policy and procedure manual for more outlined information.

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.  A director may be removed from their position due to their conduct unbecoming. 
  • The board of Directors will make decisions on the staff bonuses and Raises
    • At the November board meeting the reviews are completed and recommendation is given by Executive Board to the full board and discussed. A full vote will take place at the December board meeting. Bonuses for the Executive Director and staff will be based on the rolling year budget (November 1 – October 31) and paid out in Q1 of the following year as soon as cash flow allows but no later than the end of Q1 and retroactive to January 1. Bonuses will be based on personal goals and the overall financial performance of PSACC. Bonuses must be approved by the board prior to payment.

Section 3 - Executive Board/Officers

The officers of this Chamber shall be elected biennially.  The Officers of the Chamber of Commerce shall consist of the Chair, Vice-Chair, Corporate Secretary, Treasurer, and Immediate Past Chair, which comprises the Executive Board.  To be voted onto the Executive board you must have been a director for at least one year prior.

These Officers will be elected from members of the Board. Nominations will take place in October, elections in November and take office in January of the following year.  The Executive Director is an ex-officio member of the Board. The Officers are members of the Finance committee where the goals are to increase revenue and obtain a balanced budget. Only the offices of Secretary and Treasurer may be held by one and the same person.  Officers may only be elected to any officer position for two consecutive terms. Except for the Treasurer where upon unanimous board approval can serve multiple consecutive terms on the Executive Board. 

At no point should two representatives from the same company serve on the executive Board concurrently. If a Board member switches companies during their term they must resign from the Executive board and a replacement will be voted on. 

Section 4 - Duties of the Officers

  1. Executive Director
    1. Is an employee of the Chamber, reporting to the Board
    2. Manages the day-to-day activities of the Chamber, including employing and terminating staff, within budgetary guidelines
    3. Has signatory authorization
    4. Is responsible for completing all staff reviews by the November Board meeting and recommendations will be given to the Board of Directors.  Will be discussed and voted by the December Board meeting. 
    5. Has no vote
  2. All elected Officers of the Chamber:
    1. Have a voting privilege
    2. Are responsible to the Board for their actions
    3. Are elected by the Board for a term of two years
    4. Makes up the finance committee
    5. Serve as liaisons when issues may arise between staff and or board of directors
  3. Immediate Past-Chair
    1. Upon completion of the term as the Chair of the Board, the Chair becomes the Immediate Past-Chair
    2. Has no vote except in the case of a tie for any Executive Board decision
    3. Serves as an advisor to the Chair
      1. Will Meet with newly elected Chairman no later than December 15th prior to taking office to go over Timeline of dates (see Policy and procedure Manual for more information) 
    4. If the immediate past chair is nominated into another position on the Executive Board, any past Executive Board officers are eligible for this position - the Board of Directors shall elect this position
  4. 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
    4. Responsible for spearheading the review for the Executive Director with the full Executive board and presenting it at the November board meeting to the board of directors.
      1. December board meeting present the updated Review, bonus and raises recommendation to full board for a vote and will go into effect during Q1 when cash flow allows but no later than the end of Q1. 
  5. Vice-Chair
    1. In the absence of the Chair, performs the Chair’s duties
    2. Has signatory authorization
    3. Responsible for administering the Manual and will coordinate the review and recommend any revision be made.
    4. Heads up the market adjustment committee with two other board members and presents findings every 5 years at the November board meeting. 
  6. Corporate Secretary
    1. Keeps the corporate books
    2. Ensures Board meeting minutes are distributed
    3. Has signatory authorization
  7. Treasurer
    1. Is custodian of all Chamber funds
    2. Helps create the budget
    3. Has signatory authorization

Article IV - Committees

Section 1 - Standing Committees

All committees shall work in cooperation with the Chamber Board and staff to achieve the committee's goals and fulfill the committee's objectives.  See Committee Document for list of all PSACC Committee’s and more detailed information.


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 Executive Director 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 two  (2) meetings in a twelve (12) month period shall be construed to serve as an automatic resignation from the Board. Missing (3) meetings in a row may serve as an automatic resignation from the Board. A special meeting of the Board of Directors can be called by the Executive Director or three (3) Directors. At all meetings of the Board, quorum is considered to be 51% or more of all Board Members.


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 of 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/email 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.

A manual outlining the policies and procedures of the Chamber shall be created with the approval of the Board of Directors and shall be annually biannually reviewed and revised by the Board. 


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) (6)

  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
  4. In the absence of the Chair, performs the Chair’s duties
  5. Has signatory authorization
    1. Keeps the corporate book
    2. Ensures Board meeting minutes are distributed
    3. Has signatory authorization
    4. Is custodian of all Chamber funds
    5. Submits written monthly reports to the Board
    6. Itemizes receipts and disbursements