REVISED: April 7 th 2017 ORLAND PARK AREA CHAMBER OF COMMERCE BY-LAWS ARTICLE I – GENERAL Section 1. Name: This organization is incorporated under the laws of the State of Illinois and is known as “The Orland Park Area Chamber of Commerce.” Section 2. This Association is organized for the purpose of advancing the economic, industrial, professional, cultural, and civic welfare of the Orland Park area and encouraging the growth of existing businesses and industries while giving all proper assistance to any firms or individuals seeking to locate in the Orland Park area. Section 3. The Chamber shall be nonpartisan and nonsectarian, and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election, or appointment of any candidate for office in village, county, state, or nation, nor shall any meetings of a political nature whatsoever be held within the premises occupied by or under the control of the Chamber. Section 4. This Chamber shall not engage in any undertaking for profit or of a commercial nature except by a vote of the Board of Directors present at the meeting at which the matter is discussed. Such undertakings shall be only those which cannot expediently be accomplished by a private enterprise member. ARTICLE II – INDEMNIFICATION Section 1. The Chamber shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Chamber or was serving at the request of the Chamber as a director, officer, employee or agent of another Chamber, corporation, partnership, joint venture, trust or other enterprise to the full extent provided by the laws of the State of Illinois. Section 2. The indemnification provided by this Article II shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaws, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 3. The Chamber shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Chamber, or is or was serving at the request of the Chamber, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees), arising out of his status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article II. ARTICLE III – MEMBERSHIP Section 1. Any qualified person, business association, corporation, or partnership may subscribe to membership in the Orland Park Area Chamber of Commerce. Those accepted memberships shall be known as regular members and their designated representative shall be entitled to all the privileges and rights of a full member. Section 2. The Orland Park Area shall be generally known as the Village of Orland Park, its neighboring and adjacent villages or municipalities, and other unincorporated areas located nearby the Village of Orland Park. 3 Section 3. Applications for membership shall be made in writing, and the application shall be regarded as a guarantee on the part of the applicant of his interest in and cooperation with the purposes of the Chamber, and of his or her adherence to its by-laws, rules, and regulations. Election to membership shall be automatic unless otherwise determined by the Board of Directors. Each membership shall have one representative who shall be the President, Owner, Manager, or other designated representative of the organization unless otherwise determined by a resolution of the Board of Directors. Section 4. Each regular membership shall be entitled to one vote. There shall be no absentee voting in any election conducted by the Chamber. Section 5. The membership fee shall be determined by the Board of Directors annually. The collection of membership fees will be the responsibility of the Membership Director and Treasurer of the Chamber, and/or the Chamber staff. Section 6. Any person, firm, association or corporation holding membership shall have the right at any time to change its designated representative upon written notice to the Chamber of Commerce. Section 7. The Board of Directors may, by unanimous vote of the members present, confer honorary membership upon any person pre-eminent by ability and high character, who is deemed worthy of such distinction, and can revoke said honorary membership by unanimous vote of the Directors present during the last meeting of any fiscal year. Honorary membership shall include all the privileges of active membership with exemption from payment of dues. Section 8. Members may be expelled by the Board of Directors for cause or for nonpayment of dues within a reasonable time as fixed by the Board of Directors. No member may be expelled without the opportunity of a hearing before the Board of Directors at a proposed time and place and after reasonable notice. A two-thirds vote of all Directors present shall be necessary to expel a member. An expelled member must be allowed to make an appeal at the 4 next annual meeting or special meeting within thirty (30) days of such a request. The termination of membership shall work a forfeiture of all interest of the member in and to the property of the corporation, and the member shall thereafter have no right thereto or any part thereof. The appointment of a new designated representative for the holder of a membership shall in no case terminate that particular membership. ARTICLE IV – Board of Directors Section 1. The Board of Directors shall have up to twenty (20) members, but not fewer than fifteen (15) members. Each director shall serve a term of three (3) years. The number of members, which is currently fifteen (15), may be increased or decreased within the aforesaid minimum and maximum by resolution adopted by a majority of the Board of Directors at a regular or special meeting of the Board of the Directors, provided that the notice of the proposed increase or decrease is included in the notice of meeting. No change in the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office or extending his or her term. In order to conform to these by-laws, and to maintain an orderly transition of leadership from year to year, the terms of one-third (1/3) of the Directors (or as close to one-third as can be mathematically achieved) shall expire annually and one-third of the Directors (or as close to one-third as can be mathematically achieved) shall be elected annually. To fill vacant or expiring directorships, the nominating committee specified in Section 4 below may, at its discretion, consider up to two (2) directors, whose terms are expiring, along with three (3) other candidates who have had an absence from the Board of Directors of at least one (1) year. In addition, a member may be appointed to the Board of Directors to complete the term of a director who has resigned, transferred, etc., and be eligible for nomination to serve as a director for a full three (3) year term following the completion of the substitute term. No annual election shall be for the purpose of filling any more or less than one-third (1/3) or as close to one third (1/3) of the directorships as can be mathematically achieved. Other vacancies that occur at any time of the year shall be filled by the appointment from the current President of the Chamber with the majority vote of the Board of Directors present. 5 Section 2. To be eligible for nomination as a director, a member must have been an active member of the Chamber for at least one year. Any regular member can nominate a fellow member to be a director. Section 3. If any member of the Board of Directors shall fail to attend three (3) successive meetings without submitting a reason for such absence, the Board may, by majority vote, recommend that director be removed and submit that recommendation to a vote of the members of the Chamber consistent with the provisions of 805ILCS105/108.35 of the Illinois Not-for-Profit Corporation Act. If a director is so removed, the President, with the consent of the Board of Directors, shall then appoint a member to continue the term of the vacated directorship. Section 4. In July of each year, the President shall appoint three (3) Board members as a nominating committee for selecting candidates for the Board of Directors and five (5) candidates for the officers of the Chamber of Commerce. One member of the committee shall be designated chairman by the President. Any potential candidate must be personally contacted by a nominating member. Section 5. At the August Board of Directors meeting, the nominating committee shall present the slate of candidates to serve for three (3) year terms. At the same time, the Nominating Committee shall announce the five (5) candidates slated to become the officers of the Chamber for the next year. Section 6. The nomination of candidates for both the Board of Directors and the officers for the coming year shall then be published in the September/October Chamber newsletter. The election of the Directors shall then take place at the Chamber’s October monthly membership meeting with each eligible regular member in attendance allowed to vote. The election of the five (5) officers to serve the Chamber in the coming year shall take place at the November Board of Directors meeting, with each board member in attendance allowed to vote. Robert’s Rules of Order shall govern both elections. 6 Section 7. The Board of Directors shall adopt such rules and regulations as may be required to conduct the affairs of the organization. The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs Section 8. The Executive Board shall consist of the immediate past President and the current President, President-Elect, Vice-President, Treasurer and Secretary as members. The chairperson of the Executive Board shall not have a voting right unless there is a tie vote on a matter. The Executive Board shall act for the Board of Directors between regular meetings of the Board of Directors. The Executive Board shall exercise general supervision of the business of the Chamber, and their actions shall be reported and approved by the Board of Directors. Section 9. IMMEDIATE PAST PRESIDENT (a) In the event that the Immediate Past President’s term as a Director shall have expired, said person shall remain on the Board of Directors as an ex officio voting member of the Board, in addition to the number of Directors authorized by the Board pursuant to Article IV, Section 1. In such case, the Immediate Past President shall serve as an ex officio member of the Board from the installation of his or her successor as President, through the calendar year of said installation, and until the installation of a new President. (b) This section shall take effect immediately upon its passage. ARTICLE V – OFFICERS Section 1. To be eligible for nomination as an officer of the Chamber, a member must have served at least one year as a member of the Board of Directors and served as a member or Chairperson of a committee in a previous or current year. 7 Section 2. The nomination and election of officers shall be executed as described in Article IV, Sections 5 and 6. Section 3. Duties of Officers: (a) President: The President shall be the head of the Chamber of Commerce and shall preside at all meetings of the membership and the Board of Directors. He/she shall with the counsel of the President-Elect and the Vice-President, determine the need for ad hoc committees, subject to the approval of the Board of Directors. With the approval of the Board of Directors, he/she shall sign all deeds, contracts and other instruments affecting the operation of the Chamber or any of its properties. He/she shall, with the President-Elect, sign all formal documents of the Chamber. (b) President-Elect. He/she shall serve as first voluntary assistant to the President of the Chamber, performing the duties of the President in the absence of that officer. He/she shall also serve as Program Chairman for the Chamber, determining the benefit to the members of the Chamber, of the program selected. (c) Vice President. He/she shall serve as second voluntary assistant to the President of the Chamber, performing the duties of the President in the absence of the President and President-Elect. He/she shall also serve as Chairman of the Membership Committee. These membership activities shall be directed toward increasing the number of members and service to the membership. (d) Treasurer. He/she shall serve as Treasurer of the Chamber and shall co-sign all checks as authorized. He/she shall be the technical custodian of all funds of the Chamber and shall present a monthly financial report to the Board of Directors and an Annual Financial report to the Board of Directors and an Annual Financial report to the members of the Chamber at the Annual Meeting. The Treasurer of the Chamber shall serve as the chair of the Finance Committee, which should be made up of but not limited to the current year's 8 Treasurer, the past year's treasurer (Second VP), and the incoming treasurer (Secretary). This committee shall meet on an as needed basis but be mandated to (i) prepare a draft of the annual budget for the next fiscal year and (ii) conduct an annual review of the Chamber’s financial statements and processes and give a report to the full board within 30 days of the review. In November of each year, the Treasurer shall prepare budget estimates on income and expenditures for review by the Board of Directors. The budget shall contain all items of anticipated expense in carrying out the program of work adopted by the Board of Directors. The Budget shall then be voted on by the Board of Directors at its December meeting. As approved by the Board, the budget shall serve as the appropriation measure for the Chamber. Committees should not exceed its appropriation without approval of the Board. (e) Secretary. He/she shall be responsible for the accurate recording of the proceedings of the Board of Directors and Executive Board Meetings, which shall at all times be available for inspection by the members. Transcription of the Board of Directors’ meetings shall be mailed or emailed to the Board members prior to the next meeting of the Board. Minutes of the Executive Board Meetings shall be mailed or emailed to members of the Executive Board following the meetings of the Executive Board. ARTICLE VI – COMMITTEES AND DIVISIONS Section 1. Appointment and Authority. The President shall appoint all committees subject to approval of the Board of Directors. Committee appointments shall be made by the President and shall in no event exceed the term of the appointing President. Section 2. Limitation of Authority. No committee shall take or make public any formal action, or make public any resolution, or in any way commit the Chamber on a question of policy without first receiving 9 approval of the Board of Directors. The President shall discharge special committees when their work has been completed and their reports accepted. ARTICLE VII – MEETINGS Section 1. Annual Meeting. The Annual Meeting of the Chamber shall be held during the second week of January of each year or at such other time and place as determined by the Board of Directors. Notice shall be mailed or emailed to each member at least ten (10) days before said meeting. Section 2. Board of Directors Meeting. The Board of Directors shall hold regular meetings at such time and place as directed by the President. Section 3. Additional Meetings. (a) The President may call general meetings of the Chamber at any time. Notice of special meetings shall be arranged by the President and notification of said meeting mailed or emailed to each member at least one week (7 days) in advance of the meeting time and place. (b) Special Meetings of the Board of Directors may be called by the President with approval of at least three (3) members of the Board. Notice including the purpose of the special meeting shall be given or emailed to each Director at least one day prior to the special meeting. Section 4. Quorums. (a) At any duly called General Meeting of the Chamber, fifteen (15) members shall constitute a quorum of the Chamber membership. (b) A majority of the Directors shall constitute a quorum of the Board of Directors. (c) At Committee Meetings, a majority shall constitute a quorum. 10 ARTICLE VIII – FINANCES Section 1. Funds. All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in an interest- bearing reserve account. Section 2. Disbursements No obligation or expense shall be incurred, and no money shall be appropriated without prior approval of the Board of Directors. Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors, provided that: (A) Disbursements shall be made by check, except that utility bills may be paid electronically, as long as no such payment exceeds $ 500.00; (B) Payment of any bill or other obligation which allows payment in installments, shall be paid in such installments unless the Board of Directors authorizes a larger payment; (C) The Treasurer and any member of the Executive Board shall sign checks; but in the unavailability or incapacity of the Treasurer, the President may co-sign disbursement checks. Section 3. Fiscal Year. The fiscal year of the Chamber shall close on December 3l. Section 4. Annual Financial Review The accounts of the Chamber shall be internally reviewed by the Finance Committee on an annual basis as soon as is practical after the close of the fiscal year. The results of the review shall at all times be available to members of the organization within the offices of the Chamber or upon written request by any Chamber member. 11 Section 5. Bonding and Insurance. An adequate Bond or insurance coverage, paid for by the Chamber shall cover all employees and officers of the Chamber. Section 6. The Chamber may borrow money, upon approval of the Board as required below, from any bank or other financial institution provided such money shall be repaid within 5 years from the time the money is borrowed. "Financial Institution" means any bank subject to the "Illinois Banking Act", any savings and loan association subject to the "Illinois Savings and Loan Act of 1985", or as amended from time to time, and any federally chartered commercial bank or savings and loan association organized and operated in this State pursuant to the laws of the United States. Any loan may be approved by a three-quarters vote of the Board of Directors. ARTICLE IX – AMENDMENTS Section 1. Approval. All proposed amendments to these by-laws shall first receive the approval of the Board of Directors. Section 2. Revisions. These by-laws may be amended or altered by a three-quarters vote of the Board of Directors or by a two-thirds vote of duly constituted members present at any regular or special meeting of the Chamber called for that purpose, provided proper notice of the proposed change shall have been mailed or emailed by the Secretary to each member or Director as the case may be not less than ten (10) days prior to date of such meetings. ARTICLE X – PARLIAMENTARY PROCEDURES AND SEAL Section 1. Authority. 12 The proceedings of the Chamber shall be governed by and conducted according to the latest rules of Robert’s Rules of Order as revised. Section 2. Seal. The Chamber may use a seal of such design as may be adopted by the Board of Directors.