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MANITOWISH WATERS CHAMBER OF COMMERCE
6 South USH 51 / 4 Airport Road, P.O. Box 251 ~ Manitowish Waters, WI 54545
BY-LAWS
ARTICLE 1: GENERAL
Section 1: NAME: The organization shall be known as the Manitowish Waters Chamber of Commerce.
Section 2: PURPOSE: The purpose of this non-profit organization shall be to promote the interests of its members and the Manitowish Waters region.
Section 3: FISCAL YEAR: The Chamber’s fiscal year shall be October 1 - September 30.
ARTICLE 2: MEMBERSHIPS
Section 1: FULL MEMBERSHIP
Full membership shall be open to all persons engaged in lawful enterprise. Business properties may be physically located within or outside of the Manitowish Waters township, but a different dues structure applies to each. Full membership includes the right to vote (one vote per business) in Chamber affairs and run for a Board of Directors position, receive and advertise in Chamber publications, be listed on the Chamber’s website, fully participate in all activities of the Manitowish Waters Chamber, and take full advantage of all membership benefits.
Section 2: ASSOCIATE MEMBERSHIP
Associate membership shall be open to any person(s) not engaged in representing a business and whose main intent in joining the Chamber is to show support for its organization. Associate members will receive the Chamber’s monthly newsletter and Chamber mailings and be included, by first & last name(s), in the annual visitor guide and on the Chamber’s website. Associate members are encouraged to volunteer at and participate in Chamber events and other functions. One seat on the Board of Directors shall be filled by an Associate member. The term for this position shall be two years. The current Associate member of the Board will be the sole voter of the entire Associate membership at the fall elections and any other voting instances. The Associate member of the Board cannot hold officer positions of President or Vice President.
Section 3: ASSOCIATION MEMBERSHIP
Association membership shall be open to any non-profit organization/ club and school or governmental body not engaged in representing a business and whose main intent in joining the Chamber is to show support for its organization. Associations will receive the Chamber’s monthly newsletter and Chamber mailings, a listing in the annual visitor guide and on the Chamber’s website along with a contact phone number and website link if applicable. Association literature may also be displayed in the Chamber office. Association members are encouraged to volunteer at and participate in Chamber events and other functions. Associations should realize that a membership with the Chamber does not signify that all individual members of that association are members of the Chamber. One seat on the Board of Directors shall be filled by an Association member. The term for this position shall be two years. The current Association member of the Board will be the sole voter of the entire Association membership at the fall elections and any other voting instances. The Association member of the Board cannot hold officer positions of President or Vice President.
Section 4: APPLICATION FOR MEMBERSHIP
4.1 Application for membership must receive a favorable vote of the Board of Directors. Necessary application forms must be filled out when applying for membership. Membership renewal information for the upcoming fiscal year shall be mailed to current members from the Chamber no later than mid-August. Information about inclusion in the annual visitor guide may be included with this mailing.
Section 5: TRANSFER OF MEMBERSHIP
In the event any member conveys or otherwise transfers its business during a fiscal year for which dues have been paid, the transferee of such business shall be entitled to continue membership in the Chamber for the balance of the fiscal year.
Section 6: VOTING
All members may voice their opinions on matters pertaining to the Chamber. When matters need membership vote, only one vote shall be allowed per FULL MEMBER business of the Chamber. One vote shall be cast by the ASSOCIATE representative of the Board and one by the ASSOCIATION representative on behalf of the entire Associate and Association membership.
Section 7: ADVERTISING
No misrepresentation in Chamber of Commerce advertising shall be allowed. The Chamber reserves the right to revise all copy used in connection with its advertising. No person shall contract any advertising for the Manitowish Waters Chamber without prior approval of the Board of Directors. Whenever this organization participates in any sport shows or any other advertising program, no literature shall be distributed except that of the members of this organization. No officers or members shall use the name or property of the Chamber without permission from the Board of Directors. Such permission must be requested in writing and approval obtained in like manner. No person(s) shall obligate the Chamber to sponsor any event without the prior approval of the Board of Directors.
Section 8: CONDUCT OF MEMBERS
No member of this organization shall use the Chamber as a means of personal gain. No member shall act in such a manner as to cause harm to the organization or members. All members shall conduct their business in an honorable manner, with the best interests of the Chamber in mind, and treat the guests of our region with every possible courtesy. Violations of any of the articles or unfair business methods shall be considered just cause for suspension.
ARTICLE 3: DUES
Section 1: AMOUNT
1.1 The membership fee structure shall be reviewed annually by the Board of Directors and subject to change. Any modifications in the membership dues shall be made no later than the July regular Board meeting. Associate & Association members shall pay dues not more than one-half (½) the base rate of full members. Business properties whose physical location is within the Manitowish Waters, Wisconsin, township shall be assessed the in-area base rate. Business properties whose physical location is outside of the Manitowish Waters township shall be assessed the out-of-area base rate. Businesses with multiple operations under one location (I.e. Restaurant & motel, Motel & gift shop) will be assessed only one base rate, but all other additional “up charges” will apply for both businesses (I.e. number of bedrooms/campsites, number of FTE employees, number of seats/bar stools).
1.2 For new full memberships joining the Chamber after January 1, said dues shall be pro-rated through the end of the current fiscal year (base rate plus additional up charges).
1.3 Manitowish Waters has a Room Tax Ordinance, enforced by the Town Treasurer, by which 4-1/2% of gross accommodation receipts of accommodations located in Manitowish Waters must be reported and paid to the Town on a quarterly basis (75% is issued to the Chamber for advertising purposes, while 25% stays in the Town’s Room Tax fund). Accommodation members whose rental property is located outside of Manitowish Waters will be assessed an additional per room surcharge by the Chamber as agreed upon by the Board of Directors.
Section 2: DELINQUENCY
If any member shall fail to pay dues as established by the Board of Directors by the last day of the fiscal year (Sept. 30), written notice of delinquency shall be given by the Executive Director. If at the end of 15 days delinquent dues still remain unpaid, the membership shall be forfeited. Notice of this fact may be printed in the official publication of the Chamber.
ARTICLE 4: DIRECTORS
Section 1: MANAGEMENT
The government of the Chamber, the direction of its work, and the control of its property and finances shall be vested in a Board of Directors, consisting of seven (7) members elected by the membership at the annual meeting. All Board members shall be members in good standing. One member shall be an Associate member and one member shall be from a member Association. The remaining Board members must be from the Full membership. The Board will operate as a five-member Board if the Associate and Association member positions cannot be filled, or as a six-member Board if only one of those positions is filled. The Associate and Association seats on the Board shall not be filled by Full members. In the case of an even number of Board members, the President will abstain from voting to avoid a tie.
Section 2: TERM LIMITATIONS
Board members shall serve two-year staggered terms. Not more than three consecutive two-year terms shall be served without a one-year leave of absence from the Board.
Section 3: NOMINATION & ELECTION
By July 1, the President shall request at least two Board Directors to volunteer to serve on a Nominating Committee. At the August regular Board meeting, this committee shall present to the full Board of Directors a slate of candidates to be placed on the ballot for the annual elections at the annual meeting. The committee shall present members representative of demographics, namely type of business. The current Associate member of the Board will be the sole voter of the entire Associate membership at the fall elections and any other voting instances; likewise, the current Association member of the Board will be the sole voter of the entire Association membership. Additional names of candidates seeking positions on the Board may be placed in nomination from the floor by any member holding full membership and in good standing at the annual meeting.
Section 4: MEETINGS OF THE BOARD
Meetings shall be held at the time of the year most convenient for the majority of the members, at least monthly. The annual meeting shall be held during the first week of October. Meetings shall be called to order by the President, or by the Vice President or Secretary in the absence of the President. Special meetings, general meetings and annual meetings shall be called by the Board of Directors. All Directors must be present at Board meetings whenever changes in By-Laws are considered or when vote is taken for new officers. Notice of time and place of each meeting and the agenda shall be delivered to each Director prior to meetings. Chamber members are welcome to attend Board meetings, and may place items on the agenda with proper advance notice to the Chamber Director or President.
Section 5: REMOVAL OR RESIGNATION
Any resignation by a Board member shall be made with written notice delivered to the President. A Board member may be removed from the Board by a majority vote of the Board of Directors for any reason deemed appropriate by the Board. Members who repeatedly fail to attend scheduled Board meetings shall be notified in writing by the President of possible removal from the Board. If an excuse satisfactory to the Executive Committee is not received within thirty days, said member automatically ceases to be a member of the Board. A 75% attendance rate shall be required during the fiscal year, Oct. 1 - Sept. 30, unless otherwise approved by the majority of the Board.
Section 6: VACANCIES
Vacancies shall be filled by the Board of Directors by a majority vote taken at the regular or special meeting following the creation of such vacancy. The appointee shall serve until the next annual meeting or the unexpired term if approved by the membership.
Section 7: QUORUM
A quorum is defined as a majority of the Board of Directors.
Section 8: EXECUTIVE COMMITTEE
Shall consist of the President, Vice President, Secretary and Treasurer of the Board of Directors, and shall act for and on behalf of the Board of Directors when the Board is not in session. The Chamber Director shall be a non-voting member of the committee. The Executive Committee shall oversee the activities and review the performance of the Chamber Director.
ARTICLE 5: OFFICERS
Section 1: ELECTION OF OFFICERS
The officers shall consist of a President, Vice President, Secretary and Treasurer who shall be elected from the Board of Directors and hold office until replaced by their successors. The term of office shall be one year corresponding with the fiscal year of the Chamber. The Board of Directors shall meet within thirty (30) days after their election at the annual meeting for the purpose of electing officers and any other business that may come before the Board at that time. If necessary, the officer positions of Secretary and Treasurer may be combined. Officer positions of President and Vice President may only be held by Full Members of the Board (not Associate or Association Members). All Directors must be present at Board meetings whenever changes in By-Laws are considered or when vote is taken for new officers.
Section 2: DUTIES
2.1 The PRESIDENT shall serve as the executive head of the Chamber and shall preside at all meetings of the Board of Directors and of the general membership. Contracts, bonds, checks and other obligations of the Chamber shall be signed by the President. The President shall work with the Treasurer, Chamber Director and any other member of the Board on creating the annual budget. In addition, whenever the position of Chamber Director is declared vacant by the Board of Directors, the President shall assume the duties of President and Chamber Director until such time as the Board fills the Chamber Director’s position.
2.2 The VICE PRESIDENT shall exercise the powers of authority and perform the duties of the President in the absence or disability of the President. The Vice President shall be an authorized signature on checks, contracts, bonds and other obligations of the Chamber.
2.3 The TREASURER shall review with the Chamber Director the accounting of all monies received and expended for the use of the Chamber and of the disbursements as approved by the Board of Directors. The Treasurer shall work with the President, Chamber Director and any other member of the Board on creating the annual budget. The Treasurer shall be an authorized signature on checks, contracts, bonds and other obligations of the Chamber. This officer position may be combined with the Secretary position if necessary.
2.4 The SECRETARY shall maintain an accurate record of the proceedings of membership, Board, advisory and special meetings. The Secretary shall be an authorized signature on checks, contracts, bonds and other obligations of the Chamber. This officer position may be combined with the Treasurer position if necessary.
At the end of each officer’s term, all books and property of the Chamber shall be given to the Chamber Board.
No officers of this organization shall use the Chamber as a means of personal gain. No officers shall act in such a manner as to cause harm to the organization or members.
ARTICLE 6: COMMITTEES
The Board of Directors shall set up committees as it deems appropriate.
ARTICLE 7: BUDGET
The President, Treasurer and Chamber Director, along with any other Board Director, shall create a budget for the upcoming fiscal year. This budget shall be presented to the Board and approved before the start of the new fiscal year.
ARTICLE 8: MEMBERSHIP MEETINGS
Section 1: ANNUAL MEETING
The annual membership meeting of the Chamber shall be held the first week of October, at which time election of members to the Board of Directors shall be conducted as well as a general meeting to include any matters that may need action from the membership. The time and place of the annual meeting shall be determined by the Board of Directors, and notice shall be given to the membership at least thirty (30) days prior to the annual meeting. Membership dues MUST be paid for the new fiscal year in order to vote in the Board elections.
Section 2: SPECIAL MEETINGS
Special meetings of the members may be called by the President or Board of Directors if 10% of the membership requests such a meeting. Only business designated to be conducted in the notice of such special meeting may be conducted and acted upon by the members present at such meeting.
Section 3: PARLIAMENTARY PROCEDURES
Parliamentary procedures, when not in conflict with these by-laws, shall be governed by the latest edition of Roberts Rules of Order.
ARTICLE 9: BY-LAWS
No changes in the By-Laws shall be made that conflict with the corporate laws of Wisconsin. The Board of Directors shall draft all By-Laws and changes thereto. They shall also rule on all interpretations of same. Changes in By-Laws may be made in writing to the Board of Directors who shall deliberate and report either favorable or unfavorable. If unfavorable, no further actions shall be taken. If favorable, a vote of confirmation must be made by a majority of the membership entitled to vote before changes are made. If the Board wishes to send a member proxy for by-law changes, the proxy shall be sent at least thirty (30) days prior to the meeting at which time the by-law changes will be accepted/denied. An unreturned proxy shall signify a vote in agreement with the ruling of the Board of Directors.
10/8/07
(Proposed by-law changes adopted at annual meeting, Oct. 3, 2007, and revised accordingly Oct. 8, 2007)
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