RISING SUN/OHIO COUNTY

CHAMBER OF COMMERCE, INC.

BY-LAWS

ARTICLE I - GENERAL

SECTION 1 – NAME

A. The Rising Sun/Ohio County Chamber of Commerce is incorporated under the State Laws of Indiana as a non-profit entity and is hereafter referred to as the "Chamber".

SECTION 2 - OBJECTIVES

A. The Chamber is organized for the purpose of advancing the business, economic, cultural and civic welfare of Rising Sun and Ohio County, Indiana.

I. To encourage the retention and expansion of existing businesses.

2. To give assistance to any new firms seeking to locate in the area.

3. To be a resource of information concerning the County.

4. To support all activities beneficial to the County, Communities and Townships.

5. To promote the welfare of the area.

ARTICLE II - MEMBERSHIP

SECTION 1 – ELIGIBILITY

A. Any business, individual, association, corporation, partnership, or government unit having an interest in the above objectives shall be eligible to apply for membership. Membership is on a non-partisan, non-sectarian, non-racial and non-political basis.

B. Members in good standing are current in payment of dues.

SECTION 2 – DUES

A. Membership dues shall be determined by the Board of Directors and published annually.

B. Dues are payable on January 1, each year and are non-refundable.

SECTION 3 - LIFE MEMBERS

A. The Board of Directors by a two-thirds vote may elect an individual who has rendered long and distinguished service to the Chamber to Life Membership. Life Members enjoy all privileges of membership but pay no dues.

SECTION 4 - TERMINATION

A. Any member may resign from the Chamber upon written request to the Board of Directors.

B. Any member may be expelled by a two-thirds vote of the Board of Directors at a regular scheduled meeting for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber. The Board shall afford notice and an opportunity for a hearing to the member in question prior to any action.

C. Any member will be terminated for failure to pay annual membership dues by July 1.

ARTICLE III - MEETINGS

SECTION 1 - ANNUAL MEETING

A. The Annual Meeting of the Chamber shall be held in the month of October of each year or at such other time and place as determined by the Board of Directors. Notice thereof shall be mailed to each Member at least thirty (30) days prior to said meeting.

SECTION 2 - ADDITIONAL MEETINGS

A. General meetings of the Chamber shall be held in January, March, May, July, and September. Special meetings may be called by the President at any time, or upon petition in writing sent to the Secretary by any ten (10) members in good standing. Notice of special meetings shall be mailed to each member at least ten (10) days prior to such meetings.

B. Board meetings shall be held monthly. Special meetings may be called by the President or upon written application sent to the Secretary by three (3) Directors. Notice including the purpose of the meeting shall be given to each Director at least one (1) day prior to said meeting.

C. Committee meetings may be called at any time by the Committee Chairperson or the President.

SECTION 3 - CONDUCT OF MEETINGS

A. The proceedings of the Chamber shall be governed by and conducted according to Roberts' Rules of Order.

B. A Board member may send a duly authorized alternate to a Board meeting. Such an alternate shall have the same voting rights as the member.

ARTICLE IV - BOARD OF DIRECTORS

SECTION I - SELECTION OF DIRECTORS

A. There shall be a minimum of nine (9) Directors on the Board of Directors. Additional positions may be created as deemed necessary by the Board of Directors. Any member in good standing may be elected a Director. Terms of office are three years. One third of the Board, a minimum of three (3) Directors, are to be elected each year.

SECTION 2 – NOMINATING COMMITTEE

A. At the July Board of Directors' meeting, the President shall appoint three (3) members in good standing to be members of the Nominating Committee.

B. At the August Board of Directors' meeting, the Nominating Committee shall present a slate of at least three (3) nominees for Director, each of whom will have confirmed that he/she is willing to serve if elected.

C. The Nominating Committee Chairperson shall notify the membership of the names of the nominees for Directors by letter from the Secretary.

D. Names of additional members in good standing as candidates for Director can be nominated by any member of the Chamber in good standing, each of whom will have confirmed that he/she is willing to serve if elected.

E. If there are no more than three (3) candidates, the candidates shall be declared elected by the Secretary at the Annual Meeting.

F. If there are more than three (3) candidates, a vote will be taken at the annual meeting. The names of all candidates shall be arranged on a ballot in alphabetical order. Instructions shall be to vote for three (3) candidates.

G. A committee shall be appointed by the President to tally the votes and report the results at the Annual Meeting.

H. Directors shall take office on January 1.

SECTION 3 - VACANCIES

A. Vacancies on the Board of Directors or among the Officers shall be filled for the remainder of the term by a majority vote of the Board of Directors.

B. The Board may remove a Director from office for missing three consecutive meetings or for failure to participate in the affairs of the Chamber by a majority vote at a regular Board Meeting.

SECTION 4 - AUTHORITY

A. The governing and policy making responsibilities of the Chamber shall be vested in the Board of Directors, who shall control its property, be responsible for its finances, and direct its affairs. All policies of the Chamber shall be formalized, recorded in the Minutes and on file in the Chamber's Office.

B. The Board of Directors may employ an Executive Director or other staff to manage the day-to-day operation of the Chamber.

C. A majority of the Board members present at a regular or duly called special meeting shall constitute a quorum for the purpose of conducting business of the Board.

ARTICLE V - OFFICERS

SECTION 1 - ELECTION OF OFFICERS

A. Immediately following the certification of the new Directors, the current President shall provide the Nominating Committee with the list of the nine (9) Directors for the ensuing year, and request they select a candidate for each office to be filled; namely, those of President, Vice President, Secretary and Treasurer.

B. In November, the current President shall call a special organizing meeting of the new Board at which the Nominating Committee's slate of officers is to be presented.

C. Additional nominations may be taken from the Board. If there are none, the presiding officer shall declare the nominees elected.

E. If additional names are offered, the Directors shall use a secret ballot to determine the officers for the ensuing year.

SECTION 2 - DUTIES OF OFFICERS

A. PRESIDENT

1. The President shall be the head of the Chamber and shall preside at all meetings of the membership, the Board of Directors and the Executive Committee. The President shall, with the counsel and advice of the Executive Committee, determine the need for special and standing committees.

2. The President shall be an ad hoc member of all committees

3. With the approval of the Board of Directors, the President and the Secretary, shall sign all deeds, contracts and other instruments affecting the operation of the Chamber or its properties.

B. VICE PRESIDENT

1. The Vice President shall perform the duties of the President in the absence of the President. Should the President vacate that office for any reason, the Vice President will automatically succeed to the office of President.

A. SECRETARY

1. The Secretary shall, with the President, sign all formal documents of the Chamber and be responsible for the recording of all Chamber proceedings.

E. TREASURER

1. The Treasurer shall supervise the financial accounting of the Chamber activities and shall sign all checks except as provided in Article VIII, Section 2.

F. Immediate Past President

1. The Immediate Past President shall serve as a member of the Board of Directors and the Executive Committee, including the power to make and second motions and to vote on any matter.

SECTION 3 – EXECUTIVE COMMITTEE

A. The Executive Committee shall consist of the current Officers and the Immediate Past President of the Chamber.

B. The responsibility of the Executive Committee is to serve in an advisory capacity to the President. In special situations, the Executive Committee may act on behalf of the Board. Such actions shall be reported to the Board at its next meeting.

C. The Executive Committee shall meet at the call of the President.

ARTICLE VI - COMMITTEES

SECTION 1 - APPOINTMENT AND AUTHORITY

A. The President shall appoint the members of all Committees and name the Chairpersons. The Board shall authorize and define the powers and duties of all committees and shall include them in the Minutes of relevant meetings. Committee Chairperson appointments shall be at the will and pleasure of the President and in no event shall exceed the term of the appointing President.

B. It shall be the function of the committees to develop a program of work for approval by the Board and to meet those objectives. Committees may make recommendations to the Directors and shall carry on such activities as may be delegated to them by the Board.

C. The chairperson of a standing committee shall be a voting member of the Board during his/her term of office.

SECTION 2 - LIMITATION OF AUTHORITY

A. No committee shall take or make public any formal action or resolution, or in any way commit the Chamber on a question of policy without first receiving approval of the Directors.

B. Special committees shall be discharged by the President when their work has been completed.

ARTICLE VIII - FINANCES

SECTION 1 - MANAGEMENT OF FUNDS

A. At the November Board meeting, an annual operating budget will be adopted. The Board of Directors may amend the budget at any ensuing meeting.

B. Special projects approved by the Board requiring funding shall be accounted for separately from operating funds.

C. A petty cash fund may be used to meet minor office expenses.

SECTION 2 - DISBURSEMENTS

A. Checks shall normally be signed by the Treasurer. In the absence of the Treasurer, another member of the Executive Committee may sign provided they are so designated by the Board of Directors.

B. The Treasurer will keep a financial record for each project of the Chamber.

SECTION 3 - ANNUAL AUDIT

A. The accounts of the Chamber shall be compiled by a Certified Public Accountant annually as soon as possible after the closing of the fiscal year to confirm the accuracy of the records and prepare the necessary tax forms. The report shall at all times be available to Members of the Chamber.

B. The fiscal year of the Chamber shall be November I thru October 31.

ARTICLE IX - AMENDMENTS

SECTION 1 – REVISIONS

A. These By-Laws may be amended or altered by a two-thirds vote of the Members present at a duly called meeting of the members of the Chamber. Such proposed revisions to the By-Laws must be distributed to the Members for receipt at least 10 days prior to such a meeting.

Adopted: 1998

Amended: June 1, 2001

Amended: October 8, 2002