ARTICLE I—NAME

Section 1. The name of this organization shall be the Webster Area Chamber of Commerce.

ARTICLE II—PURPOSE

Section 1. The Webster Area Chamber of Commerce is organized for the purpose of advancing the commercial, industrial, civic, and general interests of the City of Webster and its trade areas.

ARTICLE III—MEMBERSHIP

Section 1. Any person, firm, or corporation, in the trade area, may become a member of this corporation by paying the annual assessed dues.

Section 2. The budget committee shall each year determine the amount of funds needed to finance the activities of the corporation. The amount requested from the members through the payment of dues, shall be based on this figure.

Section 3. A certificate of membership, good for the current fiscal year of the corporation shall be issued to each person, firm, or corporations supplying funds for the support of the organization as above provided. Firms or corporations that are dues paying members, shall designate the person who shall represent the firm or corporation at the meetings of the members.

Section 4. If any member shall fail to pay his dues within three months of maturity, he shall be considered delinquent, and written notice of his status shall be given to him by the secretary-treasurer. If at the end of ten days he shall remain delinquent, his membership may be forfeited by action of the Board of Directors. No delinquent member may take part in any events sponsored by this corporation.

ARTICLE IV—MEETINGS

Section 1. Meetings of the members of this organization may be held at any place in Webster, South Dakota, designated by the Board of Directors.

Section 2. The annual meeting of this organization shall be held during the month of January each year at such time and place and upon such notice as the Board of Directors may prescribe.

Section 3. Special meetings of the members may be called by the President, or by three or more directors, or upon the written petition of twenty-five (25) or more members in good standing, addressed to the secretary-treasurer.

ARTICLE V—DIRECTORS

Section 1. The government of the Chamber, the direction of its work and the control of its property shall be vested in a Board of Directors consisting of eight (8) members, five of whom will be from retail businesses and three (3) will be from a non-retail business. All terms, retail and non-retail, will be for three years. No member of the Board of Directors shall be eligible for re-election until after the lapse of one year from his term as director. Firms or corporations that are dues paying members, shall have no more than one member on the Board of Directors at a time. Upon the election of the Board of Directors, they shall meet, qualify, and elect from their own number, a president, vice president, and a president-elect. The directors shall have power to fill all vacancies on the board. The directors may adopt rules for conducting the business of the Chamber. They shall meet at least once a month at such regular time and place as will be determined by them. They shall submit in writing at the annual meeting a full report of the work of the organization. A complete financial report shall also be submitted to the members following the annual audit.

Section 2. The Board of Directors shall be elected at the annual meeting or at a special meeting of the members called for that purpose.

Section 3. A nominating committee of not less than five members shall be appointed by the President thirty days prior to the election, whose duty it shall be to nominate from the members of the Chamber, sufficient members to fill the vacancies. Said committee shall file a list of the nominees recommended with the secretary-treasurer not later than ten days before the election. Other nominations than the ones recommended by the nominating committee, may be made by any member from the floor.

Section 4. The secretary-treasurer shall mail to all members of the Chamber, one week prior to the election, a list of the nominees recommended by the nominating committee.

Section 5. All voting shall be by ballot. A number of nominees equaling the numbers of directors to be elected who receive the highest number of votes shall be declared elected.

Section 6. The President shall appoint and submit to the Board of Directors for approval, a committee of five judges who are not members of the Board of Directors or candidates for election, to have supervision of the election, and such committee shall serve from the opening of the election until the result has been ascertained.

Section 7. The Board of Directors shall meet at regular periods, the time to be set by the Board. Absence from three consecutive regular meetings, without an excuse deemed valid and so recorded by the Board, shall be construed as resignation.

Section 8. A majority of the Board of Directors shall constitute a quorum at any Board meeting.

Section 9. One of the eight-member Board of Directors may be a rural member and not reside within the City Limits of the City of Webster, and be a member of the Chamber.

Section 10. Chamber Directors shall be owners/managers of a business.

ARTICLE VI—OFFICERS

Section 1. Within ten days after the annual election, the Directors shall meet and elect officers for the ensuing year. They shall elect a president, vice president, and a president-elect. All of said officers must be members of the Board. The president will appoint a secretary-treasurer who must be approved by the Board of Directors. Compensation for the secretary-treasurer shall be determined by the Board of Directors.

Section 2. The President shall preside at all meetings of the Chamber and Board of Directors. He shall, subject to the approval of the Board of Directors, appoint all committees and shall be an ex-officeo member of all committees.

Section 3. The Vice President shall act in the absence of the President, and in the absence of both the president and vice president, a member of the Board of Directors shall be chosen to act as temporary chairman.

Section 4. The Secretary-Treasurer shall receive and disburse the funds of the Chamber. He shall keep all the monies of the Chamber deposited in its name. At each regular meeting of the Board he shall make reports to the Board of Directors.

Section 5. The Secretary-Treasurer shall conduct the official correspondence, preserve all documents, books and communications, and maintain an accurate record of the proceedings of the Chamber. He shall perform such duties as may be incident to his office, subject to the direction of the Board of Directors.

ARTICLE VII—COMMITTEES

Section 1. The Board of Directors shall authorize and define the powers and duties of all committees.

Section 2. The President shall appoint all committees, subject to the approval of Board of Directors.

Section 3. The executive committee shall be composed of the President, Vice President, President-Elect, Past President and the Secretary-Treasurer.

Section 4. In the interim between meetings of the Board, the executive committee shall have charge of the routine business of the Chamber. It shall have general charge of the finances and property of the Chamber and shall have authority to order disbursements for necessary expenses, and may grant to any committee a reasonable amount of money for special work provided such amount shall not exceed the budget allowance for such work as previously approved by the Board. At the beginning of the fiscal year the committee shall prepare and submit to the Board a budget of the general expenses of the Chamber for the year. Committees must designate a member to report back to the Chamber Board.

Section 5. The finance committee shall audit annually the books and accounts of the Chamber at the close of business for the fiscal year, and report its findings to the Board of Directors. All recommendations for expenditures outside the budget shall be submitted to the finance committee whose recommendations shall be submitted to the Board.

ARTICLE VIII—DISBURSEMENTS

Section 1. No disbursements of the funds of the Chamber shall be made unless the same shall have been approved, authorized and ordered by the Board of Directors. All disbursements shall be made by check. Checks shall be signed by the Secretary-Treasurer and President.

ARTICLE IX—BUDGET

Section 1. The budget will be prepared by the incoming president and presented and voted on at the annual meeting. As passed, with or without changes, this budget shall be the appropriation measure of the Chamber. No committee may exceed its appropriation without the consent of the Board of Directors.

ARTICLE X—FISCAL YEAR

Section 1. The fiscal year shall end the last day of December.

ARTICLE XI—PARLIAMENTARY PROCEDURE

Section 1. The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts Manual of Parliamentary Rules.

ARTICLE XII—AMENDMENTS

Section 1. These by-laws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the Chamber of Commerce, provided notice of the proposed change shall have been mailed by the Secretary-Treasurer to each member not less than ten days prior to such meeting.