Services
East Troy Area Chamber of Commerce, Inc.
P.O. Box 312
East Troy, WI 53120
BYLAWS
ARTICLE I
(Name, Purpose and Character)
Section #01 The name of this organization shall be the "East Troy Area Chamber of Commerce," further referred to in this document as ETACC. It's location and principle office shall be in East Troy, Walworth County, Wisconsin.
Section #02 The ETACC is organized for the purpose of promoting tourism, advancing the retail, commercial, industrial, agricultural, educational, and civic interests of the East Troy area. It is empowered to enter into any and all lawful contracts and agreements or negotiations necessary, advisable or proper to a realization of this purpose.
Section #03 The ETACC is a non-stock and non-profit organization. No dividends or pecuniary profits shall be declared or paid to any members thereof, and no part of any net earnings shall inure to the benefit of any private member or individual.
Section #04 This ETACC, in its activities, shall be nonpartisan, non sectional, nonsectarian, and shall take no part in, nor lend its influence to, the election or appointment of any candidate for federal, state, county, or local government office.
ARTICLE II
(Membership)
Section #01 Any interested community citizen, firm, association, corporation or partnership interested in promoting tourism, advancing the retail, commercial, industrial, agricultural, educational and civic progress of this area is eligible for membership. Firms, associations, corporations or partnerships may have more than one membership, but are limited to one vote per membership.
Section #02 Members shall pay dues in accordance with the dues schedule as set by the Board of Directors.
01. Annual dues for existing ETACC members are due in January.
02. Annual dues not paid by the end of February will automatically remove that member's name from the membership list of the ETACC, Inc. The reinstatement of a previous ETACC member will take place upon receipt of that member's full annual dues for that calendar year.
03. New members joining the ETACC prior to the end of June will be billed for the full annual dues for that calendar year. Thereafter, new members joining the ETACC will be billed for two (2) quarters, or one (1) quarter of the year commencing with the quarter in which they become a ETACC member.
Section #03 Any membership may be terminated by affirmative vote of three-fourths of the Directors; for conduct detrimental to the purpose for which this Chamber is organized.
ARTICLE III
(Board of Directors)
Section #01 The management of the ETACC, Inc. shall be vested in a Board of twelve (12) Directors. Directors will be elected for terms of two (2) years. Each Directors' term shall begin in January. All Directors must be a volunteer and/or employee of a ETACC member, or an owner of a business ETACC member.
Section #02 One half of the Directors shall be elected each November by the ETACC membership, with their term commencing the following January and ending in December of the next year. Election of Board Members will be by ballot.
Section #03 When a vacancy on the Board of Directors occurs, the Board will appoint a member to complete the term vacated. The vacant position filled will be for the period of time until the next election in November.
Section #04 Any director may be terminated by affirmative vote of three-fourths of the board; for conduct detrimental to the purpose for which the ETACC was organized.
Section #05 The Board of Directors recommends an Audit committee complete an audit of the previous year with the results made available to the general membership by April 15th of each year.
ARTICLE IV
(Officers and Duties of Officers)
Section #01 The officers of the ETACC shall consist of a President, Vice President, Secretary, and a Treasurer; who are elected by the Board of Directors at the January Board of Directors meeting, following the election of the new Board members.
Section #02 The Officers of the ETACC shall serve a term of one (1) year. Should a vacancy occur in a Board Officer's position, the Board of Directors selects a Director to fill the vacancy.
Section #03 Duties of the President - The President presides at all meetings of the Chamber.
The President appoints Committee Chairpersons to the Special Committees.
Section #04 Duties of the Vice President - The Vice President shall act in the absence of the President. In the absence of both the President and Vice President, the Board of Directors will appoint a Director to act temporarily in that capacity. The person in this position is expected to be the next President.
Section #05 Duties of the Secretary - It shall be the duty of the Secretary to preserve all books and documents and maintain an accurate record of the proceedings of the ETACC.
Section #06 Duties of the Treasurer - The Treasurer shall be responsible to disburse the funds of the ETACC under the blanket or specific direction of the board of Directors. The treasurer shall maintain an accurate written record of all monies received by, and disbursed for the ETACC. A written monthly balance sheet, and income statement will be prepared for the Board of Directors for their review and acceptance at their monthly meeting. The Treasurer will be responsible for reporting on budget and variances at least Quarterly. The Treasurer shall also render such other statements and accounts as may be required by the Board of Directors.
ARTICLE V
(Meetings and Quorums)
Section #01 Annual Meeting of the Members -- The annual Meeting of the ETACC will be within the first quarter of each year. Fifteen (15) members shall constitute a quorum for the transaction of business at any meeting of the members.
Section #02 Regular Meeting of Members -- The minimum required regular Meeting of the ETACC general membership will be within the first and last quarter of each year to conduct ETACC business as required by the Bylaws. Additional "general membership meetings, or Business After Five meetings" can be held during the course of the year. The exact time and place of each of these meetings will be determined and announced via the Chamber mailing to members which is mailed at least 7 days prior to the scheduled meeting.
Section #03 Special Meeting of Members -- Special meetings may be called by the President or any two (2) other Officers of the ETACC, or by a majority vote of the twelve (12) Board members, or upon written request of fifteen (15) members of the ETACC. Only such business as the special meeting was called to consider shall be acted upon at a Special Meeting.
Section #04 Board of Directors Meeting -- The Board of Directors will meet monthly.
Special Meetings of the Board of Directors shall be held upon the call of the President, or upon the request of any three (3) members of the Board of Directors to the Secretary, who shall notify all members of the Board. The necessary quorum to conduct business by the Board of Directors will be seven (7) members present.
Section #05 Committee Meeting -- Committees will meet at the discretion and arrangement of the Committee Chairperson. The quorum necessary to conduct the business of the committee will be one (1) over fifty percent (50%) of the Committee Membership.
ARTICLE VI
(Terms of Office)
Section #01 All terms of office, including those of the Committee chairpersons, shall commence following the installation of officers, which will be held at the Board of Directors Meeting in January of each year.
Section #02 All ETACC officers and Committee Chairpersons, in the year following the conclusion of their elected and/or appointed responsibility, will serve as a Consultant to his or her successor is called upon to do so. This position of Consultant will not necessarily denote membership on the Committee, or the Board of Directors.
ARTICLE VII
(Standing & Special Committees)
Section #01 The Special Committees, are formed to accomplish the on-going and annualized business and/or activities of the Chamber.
The ETACC President, at his/her discretion, and with the approval of the Board of Directors, has the authority to create other Special Committees and/or terminate existing Special Committees when this is felt to be an asset to the operation of the ETACC.
The Standing Committees which will be activated by the President, or as called for in these Bylaws, include, but are not limited to, the following:
01. The Budget Review Committee
02. The Bylaws Committee (This Committee to be activated only upon a recognizable need to function.)
- The Nominating Committee
04. Auditing Committee
Section #02 All Special Committees will be chaired by the ETACC Member who was contacted by the President-elect and who has agreed to serve for the upcoming calendar year. The announcement of the upcoming committee chairpersons will be made to the Chamber Membership at the Annual Meeting.
Section #03 Each member of the Chamber of Commerce will be given the opportunity of serving on at least one of the Chamber's Special Committees.
Section #04 Chamber Special Committees will be created at the discretion of the Chamber President, to serve for a specific reason/purpose, and within the confines of a specific time frame.
Section #05 The Chamber President will be an ex-officio member of ALL Chamber Standing and Special Committees.
ARTICLE VIII
(Responsibilities of Committee Chairpersons)
Section #01 All New Committee Chairpersons will accept volunteers and/or recruit their Committee members to serve with them to assure the successful completion of their Committee's responsibilities.
Section #02 All New Committee Chairpersons, for the sake of providing continuity of activity, will participate in their Committee's functioning and/or meet with the present Committee Chairperson to be updated on the present status of their Committee. This to be done from the time of the NEW Committee Chairpersons acceptance of his/her responsibilities, to the time of assuming their responsibilities in January.
Section #03 All Committee Chairpersons are to keep the ETACC President advised of the time, place, and date of all of their Committee's meetings.
Section #04 All Committee Chairpersons will keep, or cause to be kept, an accurate written record of all Committee activity, which will include the date, time and place of all Committee meetings, and the accomplishments of the Committee, in session, or in the field.
Section #05 All Committee Chairpersons, prior to the implementation of their Committees responsibilities, will submit a written projected budget (income and expenses) to the Chamber Board of Directors for approval.
01. All income received by the Committee Chairperson will immediately be submitted to the ETACC Treasurer.
02. All product purchases are to be made by the Committee Chairperson or their designee.
03. All products ordered are to be received by the Committee Chairperson or their designee.
04. The Committee Chairperson, or their designee, will maintain an ongoing written record of all project income and expense until the committee project is completed. This final record is to be remitted to the ETACC Board of Directors.
05. All Committee Chairpersons, upon completion of their Committee's responsibilities, will submit to the ETACC President, an outline of how their committee accomplished its work or task.
ARTICLE IX
(Chamber and Committee Goals)
Section #01 The ETACC Board of Directors shall have an annual goal that will be created by the Board and presented to the ETACC Membership, at the Annual Meeting.
Section #02 All Committees are to make every attempt to incorporate this ETACC goal into their activity in order to assure and/or promote the successful completion or realization of the ETACC goal.
Section #03 ETACC "Social Functions" must be self supporting.
ARTICLE X
(Conduct of Chamber Meetings)
Section #01 General -- The proceedings of the ETACC Meetings shall be governed by and conducted according to Robert's Rules of Order, except as hereinafter modified.
Section #02 Use of the Agenda -- All ETACC meetings will be governed by the use of the Agenda, which will be formulated and distributed prior to the convening of any meeting. This Agenda will include items found in the common working agenda of the ETACC.
Section #03 Whereas, under Article III, Section #01, the management of the ETACC is vested in a Board of twelve (12) Directors, the decisions of the Board of Directors will constitute the decisions of the ETACC unless such Board decisions are overridden by a two-thirds majority of the members present at that General Membership meeting where the Board decision is reported. Should a Board of Director's decision be overridden by the General Membership, the President will call a Special Board Meeting wherein the challenged decision will be reviewed and re-determined. The results of the Board of Directors review of a challenged decision will be reported back to the General Membership at their next Regular Meeting or Special Membership Meeting.
Section #04 Executive Committee Sessions -- The ETACC Executive Committee will consist of the President and/or Vice President plus four (4) other Chamber Directors who will be selected/appointed to the Executive Committee at their first meeting in January of each year. A minimum of three (3) of the elected Executive Committee members are needed to conduct ETACC business.
The Executive Committee is not empowered to change policy for the ETACC.
The Executive Committee may be called into Executive Session at the discretion of the ETACC President, or in the absence of the President, the Vice President. The Executive Committee is endowed with the full power of the Board of Directors and can only be called into session to handle two (2) types of situations.
Those situations are as follows:
a. To handle pressing day-to-day decisions, between Board meetings that would normally require a Board Decision, but where there is not time to call the Directors to a special meeting. and...
b. Those matters that are obviously of a confidential nature, or those situations wherein some individual member or organization might be detrimentally affected by a meeting which requires reporting of conclusions and/or decisions.
All Executive Committee decisions must receive unanimous approval from all of the three (3) or more members that are meeting to consider the business at hand.
The Executive Committee will maintain a complete record of all activity with the exception of those matters of a confidential nature such as described under paragraph (b) above.
The Executive Committee is required to fully report to the Board of Directors any and all activity undertaken between regularly scheduled Board meetings. Decisions that require non-budgeted expenditures in excess of $100.00 can not be made by the Executive Committee.
The Executive Committee, when appropriately acting for the full Board of Directors, will receive the approval of the full Board of Directors on each decision that they make.
ARTICLE XI
(Bylaws Revisions)
Section #01 The East Troy Area Chamber of Commerce, Inc. Bylaws may be amended in the following manner:
01. The Proposed Amendments must be submitted to the Board of Directors by the Bylaws Committee.
02. The Board of Directors must approve by a three/fourths majority vote of the total Board of Directors proposed Amendments to the Bylaws.
03. The Proposed Amendments must be read and discussed at no fewer than two (2) consecutive regular and/or Special Meetings of the Chamber Membership. In addition, a copy of the Proposed Amendments shall be mailed to the Chamber Membership within one (1) week preceding the initial introduction of the Proposed Amendments to the Chamber Membership.
04. The Proposed Amendments must be approved by a two/thirds vote of the Membership present after two meetings in which the Proposed Amendments are discussed.
Originally approved: January 24, 1972
Revised: January 15, 1986
Revised: October 18, 1989
Revised: June 20, 1990
Revised: November 20, 1991
Revised: November 17, 1993
Revised: August 15, 1996
Revised: March 14, 2002
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