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By-Laws

High Springs Chamber of Commerce, Inc

Article I: Membership

Section 1  
Any person, corporation, partnership, association or estate may apply for memberships in the High Springs Chamber of Commerce, Inc. These entities shall have the status of voting members.  Memberships are not transferable or assignable.

Section 2
Each Membership is entitled to one vote.

Section 3
The membership fee shall be set and determined by a three-fourths vote of the Board of Directors. Membership fees are payable between the first day of January and the first day of February of each year.  The membership fee for a given year shall run from January 1st through December 31st of that year. After February 1st the membership fee will be prorated each month thereafter for new members. Any member who has failed to pay annual dues by February 1st of the year in question shall automatically be dropped from the membership of the High Springs Chamber of Commerce, Inc.

Section 4
New members shall be approved by the Board of Directors in any regular meeting.  A majority of the Board of Directors shall be necessary to admit a new member.

Section 5
Any member may be expelled for conduct injurious to the Chamber of Commerce, after notice and opportunity of hearing before the Board of Directors.  Any member expelled by the Directors may appeal to a meeting of the entire membership as final arbitrator of the members’ status. Any member appealing expulsion by the Board of Directors must do so within ten days after receiving notice of expulsion by the directors.

Section 6
Any person, corporation, partnership, association or estate that attempts to reenter the Chamber after failing to leave in good standing can do so by bringing membership dues current.

Article II: Directors

Section 1
The business of this organization shall be managed and its corporate powers exercised by the Board of Directors.

Section 2
This organization shall have nine directors, inclusive of a President, and a Vice President.  The immediate past president shall serve as a member of the Board of Directors for one year. The additional Board of Directors positions are the Secretary, Treasurer, an Economic Development Manager, a Communications Manager, an Events Manager, and a Membership Manager.  Position descriptions and duties are published at the Visitor’s Center and on the Chamber’s website. Additionally. all Past Presidents will be retained on an advisory board for the benefit of future board members to maintain continuity.

Section 3
Each Director shall be a member of the Chamber of Commerce before being nominated as a Director.  

Section 4
The Directors shall be chosen at the annual November meeting of the Chamber of Commerce, by a plurality of the votes cast at such election, and shall hold a board position for two-years, with their terms commencing on January 1st after their election.

The President shall appoint a nominating committee of three Board members.  They shall select and make known at the October General Membership Meeting at least one nominee for each open position for the office of Director of the organization.  The Secretary shall notify, within fifteen days, this list of nominees to every member of the organization. At the October General Membership Meeting, all members present shall have the opportunity to recommend additional nominees.  

The nominees receiving the largest number of votes shall be declared Directors for the ensuing two years.  In case of a tie vote, additional ballots shall be taken until a nominee is elected. A majority of the members of the organization present at the annual meeting shall constitute a quorum of the meeting and therefore, be empowered to elect the Directors as above described. 

The supervision of the election including the counting of the ballots shall be in the hands of the previously appointed nominating committee named by the President.

In the event that a Director vacates their position to become the new President, their remaining term shall be declared vacant and the nominating committee shall appoint someone to fill the remainder of the term.

Section 5
Vacancies in the Board of Directors resulting from any cause, other than as described in Article II, Section 4 above, shall be filled by a majority vote of the Board of Directors.  Directors elected in this manner shall serve until the expiration of the term that the vacating Director was chosen to fill.

Section 6
Absence without communication for three consecutive meetings by any Director shall be construed as a resignation from the Board by the absentee member.

Article III: Officers

Section 1
Within seven days of their election, the Directors shall meet and choose from their own number, by ballot,
appointments to the specific open offices.  

The Directors shall have the power to hire, fire or appoint office personnel and other assistance as may be necessary. The Directors also may determine salaries, benefits and other employment considerations, as they deem necessary.   The Board of Directors shall appoint a secretary and a treasurer, who shall serve on the Board of Directors.

Section 2
The President shall be the Chief Executive Officer of the organization, shall have general and active management of the business and affairs of the organization subject to the directions of the Board of Directors, and shall preside at all meetings of the general membership and the Board of Directors.

Section 3
The Board of Directors shall be responsible for all corporate funds and financial records.

Section 4
The Vice President shall assume the President’s duties in the President’s absence.

Section 5
The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the members and Board of Directors, send out all notices of meetings, and perform such other duties as may be prescribed by the Board of Directors or President.

Section 6
The Treasurer shall have custody of all corporate funds and financial records and perform such duties as may be prescribed by the Board of Directors or President.

Section 7
The offices of Secretary and Treasurer, at the discretion of the Board of Directors, may be held by a single individual.

Article IV: Committees

Section 1
The Board of Directors shall authorize, empower and define the duties of all committees.  The President shall appoint the Chairperson of each committee with the advice and consent of the Board of Directors.  Each Chairperson may then enlist the help of additional members and non-members to get the committee objectives met. A majority of the members of the committee shall constitute a quorum for the meeting purposes.

Article V: Meetings

Section 1
The annual banquet meeting of the members of this organization shall be held within the first 45 days of each calendar year.

Section 2
The organization shall hold monthly business meetings on the second Tuesday of each month.  A quorum shall consist of either ten percent of the general membership or five members of the Board of Directors attending said meeting.

Section 3
The Board of Directors shall hold regular monthly meetings on the second Tuesday of each month to usually follow the General Membership meeting. The venue may or may not change. General membership and visitors wishing to attend the Board of Directors meetings shall be afforded agenda recognition as requested in advance to the Chamber of Commerce President for said Board of Directors meeting.  Notification may be either verbal or in writing.

Section 4
The President may call a special meeting of the Board of Directors at any time, provided an attempt is made to notify every member of the Board of said meeting within a reasonable amount of time for attendance.  Notification may be either verbal or in writing.

Article VI: Funds

Section 1
All monies received by the organization shall be deposited to the credit of the organization in such bank of financial institution as may be designated by resolution of the Board of Directors.  Funds may be expended only on the signed authority of the Treasurer and one other designated Board member. The Treasurer will provide a monthly financial update at the Board of Directors meeting.

Section 2
The Fiscal year shall begin January 1st and end December 31st of each year.

Section 3
At the end of each fiscal year the Board of Directors will engage the services of an outside CPA to conduct a yearly audit of the books and records of the organization.  This CPA shall not currently be a member of the High Springs Chamber of Commerce.

Article VII: Amendment of the By-laws

Section 1
These By-laws may be amended by a two-thirds vote of the voting members in attendance at any regular meeting of the membership or at any special meeting called for that purpose.  Provided that such proposed amendments shall be plainly stated in the call for the meeting at which they are to be considered.

Section 2
Due notice by mail of the meeting at which such amendments are to be considered must be given to every member at least five days prior to the time of the meeting.

Article VIII: Rules

Section 1
Robert’s Rules of Order shall be the final source of authority in all questions upon parliamentary procedure when such rules are not inconsistent with the By-laws of the organization.

Article IX: Enactment

Section 1
These By-laws shall be effective immediately following their adoption by the majority vote of the members of the Chamber of Commerce and when passed shall supersede all previous By-laws and amendments thereto which are hereby nullified.

By-laws approved and adopted October 1990.
These by-laws were amended by a vote of the general membership December 8, 1992.
These by-laws were amended by a vote of the general membership November 9, 2004.
These by-laws were amended by a vote of the general membership December 12, 2006|
These by-laws were amended by a vote of the general membership January 8, 2008
Heather N. Clarich, President
High Springs Chamber of Commerce, Inc.

These by-laws were amended by a vote of the general membership September 10, 2014
These by-laws were amended by a vote of the general membership September 13, 2016
Dot Harvey, Communications Manager
High Springs Chamber of Commerce, Inc.