Abbotsford-Colby Area Chamber of Commerce Bylaws

By-laws of the Abbotsford/Colby Area Chamber of Commerce

The Articles of Incorporation of the Abbotsford Chamber of Commerce filed in the office of the Secretary of State, for the State of Wisconsin on March 27, 1950, and recorded in the office of the Clark County Register of Deeds on March 29, 1950, as amended as approved by a unanimous vote of all members present at the Annual Meeting, Jan. 13, 1980, be amended as approved by a (unanimous) vote of all members present at the Annual Meeting January 24, 2010 to read as follows:

ARTICLE I. [Name and Location]

Section 1.

The name of this corporation shall be changed to the Abbotsford/Colby Area Chamber of Commerce.

Section 2.

The Office of legal residence shall be Abbotsford, Wisconsin.

Section 3.

Other offices for the transaction of business may be located at such places as the Board of Directors may from time to time designate.

ARTICLE II. [Purpose]

The business and purpose of the corporation shall be:

1. To promote the general welfare of the Abbotsford/Colby area, including the surrounding townships and villages of Dorchester, Curtiss, Unity, and Milan.

2. To assist industry and agriculture in the promotion of their welfare and to encourage the location of outside industries and businesses in the Abbotsford/Colby area so that the agricultural community in the area may be better served.

3. To finance, assist, encourage and establish recreational facilities in the Abbotsford/Colby area in an effort to provide the citizens with wholesome leisure time activities.

4. To borrow and loan money and to pledge any of the property of the Corporation, real or personal, as security therefore.

5. To engage in advertising ventures for the purpose of making known the benefits, advantages and facilities of the Abbotsford/Colby area.

6. To enter into any and all contracts necessary and convenient for the Corporation.

7. To provide facilities and services for improving and advancing the general welfare of the citizens of the Abbotsford/Colby area.

8. To own real estate and buildings, machinery and equipment; to operate by lease or otherwise, such machinery and equipment, in projects designated to aid the purpose of the Corporation as heretofore set forth.

9. To enter into any and all contracts necessary and convenient for the Corporation and to do any other act not contrary to the articles of incorporation of the Corporation.

And to effectuate said purposes the corporation shall have all the power specified and provided by the laws of the State of Wisconsin.

ARTICLE III. [Capitol]

This Corporation shall be a non-stock, non-profit Corporation and no dividends or pecuniary profit shall be declared or paid to the members thereof.

ARTICLE IV. [Membership Meetings]

Section 1.

The members of the Corporation shall hold an annual meeting in January of each year. The Board of Directors shall designate the dates, time and place of meeting.

Section 2.

Notice of the annual meeting of the members and of the regular monthly meetings shall be given by the secretary to all members of record by mail, addressed to the last known post office address of the members, or via e-mail or facsimile at least one day before the holding of such meeting. In the case of special meetings the notice shall state the purpose of the meeting.

Section 3.

The President shall preside at all such meetings. In the event the President is absent, the Vice-President shall preside.

Section 4.

Each member shall be entitled to cast one vote at every meeting of the Corporation and such vote may be cast either in person or by proxy.

Section 5.

A quorum, for the transaction of business at any regular or special meeting shall consist of at least ten members of the Corporation present at any meeting properly called.

ARTICLE V. [Directors]

Section 1.

The number of Directors shall be fifteen. The number of Directors elected annually at the annual meeting shall be five, with the exception of the annual meeting held in January 2010, when a slate of fifteen Directors shall be elected by a majority vote of members present as follows: five Directors shall be elected for three-year terms, five Directors shall be elected for two-year terms, and five Directors shall be elected for one-year terms. In subsequent years five Directors shall be elected for three-year terms to succeed the slate of Directors whose terms are expiring.

Section 2.

Regular annual meeting of the Board of Directors shall be held immediately after the annual meeting of the members and at the same place unless otherwise designated.

A majority of the Board shall be necessary to constitute a quorum to transact business, but less than a quorum may adjourn from time to time.

Section 3.

Notice of all regular and special meetings shall be given to each director by the Secretary at least one day prior to the time fixed for the meetings. All notices of special meetings shall state the purpose of the meetings.

Section 4.

Special meetings may be called by the President; or, in the absence of the President by the Vice-President; and shall be called upon a written request by the majority of the Directors.

Section 5.

The Directors shall elect the officers of the Corporation; such election (except in the case of a vacancy) shall be held at the Director's meeting following each annual meeting. An officer may be removed at any time by a majority vote of the Board of Directors.

Section 6.

In the case of a vacancy in the Board of Directors through death, resignation, disqualification or other cause, the remaining Directors (by affirmative vote of the majority thereof) may elect a successor to hold office for the unexpired term of the Director where place is vacant, and until the election and qualification of his successor.

Section 7.

The Board of Directors shall cause the books of the Corporation to be audited by an audit committee immediately following the close of each fiscal year. The audit report, together with a statement of the business done in the previous year, the general financial condition of the Corporation and the condition of tangible property, shall be submitted to the members at the annual meeting.

Section 8.

The board of Directors may require the Treasurer and all other officers, agents and employees having custody or control of money, funds or property of the Corporation, to furnish the Corporation with a bond for the faithful discharge of his or her duties in such amounts and with such companies as surety as the Board of Directors shall require. The cost of such bonds shall be borne by the Corporation.

ARTICLE VI. [Officers]

Section 1.

The general officers of said Corporation shall be a President, President-Elect, Vice-President and a Secretary and Treasurer, elected annually by the Board of Directors. Officers shall hold office until a successor is elected and qualified.

The President and Vice-President must be Directors of the Corporation; and if any such officer shall cease to be a Director, he shall cease to hold office as soon as his successor is elected and qualified.

The Secretary and Treasurer need not be directors. The Directors may combine the offices of Secretary and Treasurer and designate the combined office of "Secretary-Treasurer."

Section 2.

The President shall:

Preside at all meetings of the membership and directors;

Have general supervision over the affairs of the Corporation, and over the officers thereof;

Sign all contracts, deeds, and documents requiring the signature of an officer of the corporation;

Perform such duties as are incident to his office, or as may from time to time be prescribed by the Board of Directors.

Section 3.

The Vice-President shall:

Preside at all meetings in the absence of the President or his inability to act and have all the powers and perform all the duties of the President in his absence or inability to act.

Section 4.

The Secretary shall:

Keep a record of the proceedings at all meetings of the members and the Board of Directors, and attest the same by his signature.

Be responsible for the safe-keeping of all papers and documents of the Corporation which properly belong to his office, and of the corporate seal, all of which shall be kept at the principal office of the corporation unless otherwise authorized by the Board of Directors.

Attest certificates of indebtedness, and all instruments requiring the corporate signature;

Issue notices of meetings as required by these By-laws.

Section 5.

The principal duties of the Treasurer shall be:

To safely and systematically keep and account for all monies and other property of the Corporation which shall come into his hands; keep accurate account of all monies received and disbursed by him, and render proper vouchers for all monies disbursed;

To render such accounts, statements and inventories as may be required by the Board of Directors;

To keep all the funds of the Corporation in such bank or banks as the Board of Directors shall prescribe.

Section 6.

All checks, promissory notes, bills of exchange and other instruments calling for the payment of money which shall be issued by the Corporation shall by signed by such officers as the Board of Directors may from time to time designate.

Section 7.

The Board of Directors may provide for such other officers as they deem for the best interest of the corporation.

Section 8.

The officers shall perform such additional or different duties as shall from time to time be required by the Board of Directors.

Section 9.

The general offices of said corporation shall be a President, President-Elect, Vice President, Secretary, and Treasurer, elected annually by the Board of Directors. The President-Elect shall succeed the President. An officer may be removed at any time by a majority vote of the Board of Directors. In the event that the President dies or shall be removed from office for any reason, the President-Elect shall succeed. In the event the President-Elect shall die or be removed from office, the Board of Directors shall appoint by a majority vote a successor to the President-Elect.

ARTICLE VII. [Fiscal Year]

The fiscal year shall end the 31st day of December of each year.

ARTICLE VIII [Committees]

Committees shall be structured to facilitate specific projects authorized by the Board of Directors, including but not limited to the Abbotsford Christmas Parade, Colby Cheese Days, Abbotsford First City Days, Colby June Dairy Breakfast, and the Community Thanksgiving Dinner. The Chairperson of each committee shall be a member of the Abbotsford/Colby Area Chamber of Commerce, and a minimum of two members of the Board of Directors shall serve on each committee. Profits from each committee project shall be retained for purposes of furthering the project in future years, unless said committee votes to designate otherwise.

ARTICLE IX [Insurance]

The Board of Directors shall obtain general liability insurance coverage for Chamber of Commerce projects and operations, including indemnification for each member of the Board of Directors operating in their official capacity as Directors of the Abbotsford/Colby Area Chamber of Commerce.

ARTICLE X. [Amendments]

These By-laws may be amended, repealed, or altered in whole or in part by a vote of two-thirds of those of its members voting at any regular meeting legally convened, provided that notice of the nature of the proposed amendment or amendments is included in the call and notice of the meeting.