AMENDED BYLAWS OF THE

SMITH CENTER CHAMBER OF COMMERCE

Article 1

General

Section 1 NAME

            This organization is incorporated under the laws of the State of Kansas and shall be known as The Smith Center Chamber of Commerce.

Section 2 PURPOSE

The Smith Center Chamber of Commerce is organized to advance the general welfare and prosperity of the City of Smith Center, Kansas and the surrounding vicinity so that its citizens and all areas of its business community shall prosper.  All necessary means of promotion shall be provided and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial and educational interests of the area.

Section 3 AREA

The City of Smith Center, Kansas, and Smith County, Kansas, shall be deemed to be the economic region to which the business and interests of this corporation shall concentrate its efforts.

Section 4 LIMITATIONS OF METHODS

The Smith Center Chamber of Commerce shall observe all local, State, and Federal laws, which apply to nonprofit organizations as defined in section 501 ©(6) of the Internal Revenue Code.

ARTICLE 11

MEMBERSHIP

Section 1 ELIGIBILITY

            Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership.

Section 2 ELECTION

            Any bona fide business/individual may be a member.  Additionally, each applicant shall pay a regularly scheduled investment as provided in Section 3 of ARTICLE II, and upon payment of which, such applicant shall become a member. 30

Sections 3  INVESTMENTS

            Membership investments shall be at such rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable ann8unaly in advance.

Section 4 TERMINATION

            (a)        Any member may resign from the Chamber upon written request to the

                        Board of Directors:

            (b)        Any member shall be expelled by the Board of Directors by a 2/3 vote for

                        nonpayment of dues after ninety (90) days from the date due, unless

                        otherwise extended for good cause:

            ©         Any member may be expelled by a 2/3 vote of the Board of Directors, at a

                        regularly scheduled meeting thereof, for conduct unbecoming a member or

                        prejudicial to the aims or repute of the Chamber, after notice and

                        opportunity for a hearing are afforded the member complained against.

Section 5 VOTING

            In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one vote, and each member firm, association or corporation shall be entitled to one vote.

Section 6 EXERCISE OF PRIVILGES

            Any firm, association, corporation, partnership or estate holding membership may nominate individuals, whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice.

Section 7 HONORARY MEMBERSHIP

            Distinction in public affairs shall confer eligibility to honorary membership.  Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from payment dues.  The Board of Directors shall confer or revoke honorary membership by a majority vote.

ARTICLE III

MEETINGS

Section 1 ANNUAL MEETING

            The annual meeting of the corporation, in compliance with the laws of the State of Kansas shall be held during February of each year.  The time and place shall be fixed by the Board of Directors and notice thereof given to the members at the regular monthly meeting during the month next preceding the data of the annual meeting.

Section 2 ADDITIONAL MEETINGS

            General meeting of the Chamber of Commerce shall be on a monthly basis, scheduled to be held on the first Friday of every month at such location as may be determined by the Board of Directors, and upon giving reasonable notice of the time and place of such meetings.  Notice of special meetings shall be made by publication at least five (5) days prior to the date of such meeting.  Meeting of the Board of Directors may be called by the President of the Board of Directors upon written application of three (3)

members of the Board.  Notice (including the purpose of the meeting) shall be given to each director at least one (1) day prior to the meeting.  Committee meetings may be called at any time by the President or the chairman of such committee.

Section 3 QUORUMS

            At any duly called general meeting of the Chamber, 10% of the members shall constitute a quorum; a majority of the Directors present shall constitute a quorum of the Board of Directors; at committee meetings a majority shall constitute a quorum, except when a committee consists of more than nine (9) members, five shall constitute a quorum.

ARTICLE IV

BOARD OF DIRECTORS

Section 1 COMPOSITION OF THE BOARD

            The Board of Directors shall be composed of ten (10) members.  Of these members three (3) are to be elected each serving one three (3) year term.

            The tenth member of the board is the past president who shall have a vote.  An exception to this board composition would be if the President were in his/her first or second year of his/her three-year term.

            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 2. SELECTION AND ELECTION OF DIRECTORS

            A.        Nominating Committee:  At the regular November Board meeting, the

                        President shall appoint, subject to approval of the Board of Directors, a

                        nominating committee of three members of the Chamber.  The President

                        shall designate the head of the committee.  Prior to December 1, the

                        nominating committee shall present to the Vice-President a slate of

                        candidates to serve three-year terms to replace the Directors whose regular

                        terms are expiring.  Each candidate must be an active member in good

                        standing and must have agreed to accept the responsibility of a

                        Directorship.  No Board member who has served two (2) consecutive three

                        year terms is eligible for election to a third term.  A period of one (1) year

                        must elapse before eligibility is restored.

            B.         Publicity of Nominations:  Upon receipt of the report of the Nomination

                        Committee, the Vice- President may notify the membership of the names

                        of persons nominated as candidates for Directors and the right to petition.

            C.         Nominations by Petition:  Additional names for candidates for Directors

                        can be nominated by petition bearing the genuine signatures of at least

                        twenty-five qualified members of the Chamber.  Such petition shall be

                        filed with the Nominating Committee within ten (10) days prior to the

                        date scheduled for election of Directors.

            D.        Determination:  If no petition is filed with the designated time period, the

                        nominations shall be closed and the nominated slate of candidates shall be

                        declared elected by the Board of Directors at the regular December Board

                        meeting.  If a legal petition shall present additional candidates the names

                        of all candidates shall be arranged on a ballot in alphabetical order. 

                        Instructions will be to vote for three candidates only.  The Vice President

                        shall supervise this election to be held at the regular December meeting of

                        the Chamber. 

            E.         Judges:  The President shall appoint, subject to the approval of the Board

                        of Directors, a committee consisting of two (2) persons who are serving as

                        judges in supervision and auditing of the ballots.  The judges shall report

                        the results of the election to the membership. 

Section 3:  SEATING OF NEW DIRECTORS

            All newly elected Board members shall be seated at the regular January Board

meeting and shall be participating members thereafter.  Retiring Directors shall continue

to serve until the end of December. 

Section 4:  VACANCIES

            A member of the Board of Directors who shall be absent from three (3)

consecutive regular meetings of the Board of Directors shall be automatically dropped

from membership on the Board, unless confined by illness or other absence approved by

a majority vote of those voting at any meetings thereof.  Vacancies on the Board of

Directors or among the officers shall be filled by the Board of Directors by a majority

vote. 

Section 5:  POLICY

            The Board of Directors is responsible for establishing procedure and formulation

policy of the organization. 

Section 6:  MANAGEMENT

            The Board of Directors shall employ a manager of the Smith Center Chamber of

Commerce and shall fix the salary and other considerations of employment. 

Section 7:  INDEMNIFICATION

            The Chamber may by resolution by the Board of Directors, provide for

indemnification by the Chamber of any and all of its Directors or former Directors

against expenses actually unnecessarily incurred by them in connection with the

defense of any action, suit or proceeding in which they or any of them are made parties,

or a party by reason of having been Director of the Chamber, except in relation to

matters as to which such Director shall be adjudged in such action, suit or proceeding, to

be liable for negligence or misconduct in the performance of duty and to such matters as

shall be settled by agreement predicated on the existence of such liability for negligence

or misconduct

ARTICLE V

OFFICERS

Section 1:  DETERMINATION OF OFFICERS

            The Board of Directors (new and retiring directors) at its regular December meeting shall reorganize for the coming year.  The Nominating Committee for Directors shall also nominate offices each year.  At this meeting the Board shall elect the

 President, President-elect, as many vice presidents as is deemed necessary to conduct the

activities of the Chamber, and the Treasurer.  Offices will be elected from the members

of the new Board.  All officers shall serve for a term of one (1) year or until their

successors assume the duties of office, and they shall be voting members of the Board of

Directors.

Section 2:  DUTIES 0F OFFICERS

            A.        President:  The President shall serve as the chief elected officer of the

                        Chamber of Commerce and shall preside at all meetings of the member- 

                        ship, Board of Directors and Executive Committee.

                                    The President shall, with advice and counsel of the Board of

                                    Directors and the Manager determine all committees, select all

                                    committee personnel subject to approval of the Board of

                                    Directors.

            B.         Vice President:  The duties of the Vice Presidents shall be such as their

                        titles by general usage would indicate and such as required by law, as well

                        as well as choose that may be assigned by the President and Board of

                         Directors.  They will also have under their immediate jurisdiction all

                        committees pertaining to their general duties.

            C.         Manager (or title preferred):  The Manager shall be the chief                                                                     administrative and executive officer.  The Manager shall serve as secretary to the Board of Directors, and cause to be prepared notices, agendas, and

                        minutes of meetings of the Board.

                                    The Manager shall serve as advisor to the President and Program

                                    of Work Committee on program planning, and shall assemble

                                    information and data and cause to be prepared special reports as

                                    directed by the Program of the Chamber.

                                    With Assistance of the Divisional Vice Presidents, the Manager

                                    shall be responsible for administration of the program of work

                                    in accordance with the policies and regulations of the Board of

                                    Directors. 

                                    The Manager shall be responsible for hiring, discharging, directing

                                    and supervising all employees.

                                    With the cooperation of the Program of Work Committee and

                                    Budget Committee, the Manager shall be responsible for the

                                    preparations of an operating budget covering all activities of the

                                    Chamber subject to approval of the Board of Directors.

Section 3: EXECUTIVE COMMITTEE

            The Executive Committee shall act for and on behalf of the Board of Directors

when the Board is not in Session, but shall be accountable to the Board for its Actions.  It

shall be composed of the President, Past President, Vice Presidents, and Treasurer.  The

President will serve as head of the Executive committee.

Section 4:  INDEMNIFICAION

            The Chamber may by resolution of the Board of Directors provide for

indemnification by the Chamber of any and all of its Officers or former officers as

spelled out in Article IV, Section 7 of these Bylaws.

ARTICLE VI

COMMITTEES AND DIVISIONS

Section 1:  APPOINTMENT AND AUTHORITY

            The President by and with the approval of the Board of Directors shall appoint all

committees and committee leaders.  The President may appoint such ad hoc committees

and their leaders as deemed necessary to carry out the4 program of the Chamber.

Committee appointments shall be at the will and pleasure of the President and shall serve

concurrent with the term of the appointing Presidents, unless a different term is approved by the Board of Directors.

            It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such

activities as may be delegated to them by the Board.

Section 2:  LIMITATION OF AUTHORITY: 

            No action by any member, committee, division, employee, Director or Officer

shall be binding upon or constitute an expression of the policy of the Chamber until it

shall have been approved or ratified by the Board of Directors.

            Committees shall be discharged by the President when there work has been

completed and their reports accepted, or when, in opinion of the Board of Directors, it

is deemed wise to discontinue the committees.

Section 3:  TESTIMONY: 

            Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders, or in their absence, whom they designate as being

familiar enough with the issue to give testimony to, or make presentations before, civic and government agencies.

Section 4:  DIVISIONS

            The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations, as it deems advisable to handle the work of the Chamber.

            The Board shall authorize and define the [powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations.  The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations, including collection and disbursement of funds.

No action or resolution of any kind shall be taken by divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the Chamber unless approved by the Board of Directors.

ARTICLE VII

FINANCES

Section 1:  FUNDS

            All money paid to the Chamber shall be placed in a general operating fund.

Funds unused form the current year’s budget will be placed in a reserve account.

Section 2:  DISBURSEMENTS

            Upon approval of the budget the President or designed Board members are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursement shall be by check.

Section 3:  FISCAL YEAR

            The fiscal year of the Chamber shall close December 31.

Section 4:  BUDGET

            As soon as possible after election of the new Board of Directors and Officers, the Board of Directors (of Budget Committee if preferred) shall adopt the budget for the coming year and submit it to the membership for approval.

Section 5:  ANNUAL BANK RECONCILLIATION

            The accounts of the Chamber of Commerce shall be reconciled annually as of the end of September by an outside source or committee..  The reconciled results shall be at all times available to members of the organization within the offices of the Chamber.

Section 6:  BONDING

            The Manager and such other Officers and staff as the Board of Directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber.

ARTICLE VIII

DISSOLUTION

Section 1:  PROCEDURE

            The Chamber shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Chamber.  On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic, organizations to be selected by the Board of Directors as defined in IRS Sections 501 © (3).

ARTICLE IX

Section 1:  PARLIAMENTARY AUTHORITY

            The current edition of Roberts Rule of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter of Bylaws of the Chamber.

ARTICLE X

AMENDMENTS

            These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members at any regular or special meeting, providing the notice of the meeting includes the proposals for amendments.  Any proposed amendments or alterations shall be submitted to the Board or the members in writing, at least ten (10) days in advance of the meeting at which they are to be acted upon.

Adopted: _____________

Amended: ____________