CLARENDON HILLS CHAMBER OF COMMERCE BY-LAWS
ARTICLE I - NAME
Section I. This organization is incorporated under the laws of the State of Illinois and known as Clarendon Hills Chamber of Commerce (the “Chamber”). Its principal effect shall be located within the corporate limits of the Village of Clarendon Hills.
ARTICLE II - PURPOSE
Section I - The purpose of the Clarendon Hills Chamber of Commerce are: to develop, encourage, promote, and protect the commercial, professional, financial and general business interests of the Village of Clarendon Hills; to promote the civic interests and the general welfare of the community; to extend and promote the trade and commerce, and foster, develop, and protect the industry of the Village; to encourage the development of the transportation and communication facilities and the various resources of the Village.
ARTICLE III - LIMITATION OF METHODS
Section I - This Chamber in its activities shall be non-partisan, non‐sectional and non-sectarian. It shall not by resolution or otherwise be committed to the support or endorsement of any candidate for public office.
ARTICLE IV - MEMBERSHIP
Section I - PERMITTED MEMBERSHIP: Any person, association, corporation, partnership, limited liability company or entity may apply for membership in the Clarendon Hills Chamber of Commerce.
Section II - MEMBERSHIP CLASSES: The membership shall be divided into general classes.
Class I: Platinum Membership - This commercial membership shall consist of wholesale/retail businesses and/or business/ consumer services that want to receive the platinum level of member benefits determined by the Board of Directors
Class II: Silver Membership - This commercial membership shall consist of wholesale/retail businesses and/or business/consumer services that want to receive the Silver level of member benefits determined by the Board of Directors.
Class III: Basic Membership - This commercial membership shall consist of wholesale/retail businesses and/or business/consumer services that want to receive the Bronze level of member benefits determined by the Board of Directors.
Class IV: Community Membership - This community membership allows community members the opportunity to support the Chamber of Commerce. Specific community member benefits will be determined by the Board of Directors.
Section III - ANNUAL DUES: The annual dues of members shall be periodically reviewed by the Board of Directors and the amount determined, at their discretion, to meet the financial needs of the Chamber. Membership may be divided into classes and the dues may vary between classes. Payment of dues shall be in advance and shall be paid annually.
Section IV - NUMBER OF VOTES: Commercial members shall be entitled to one vote for each commercial membership.
Section V - ADVISORY MEMBER: Any person upon a two-thirds vote of the Board of Directors may be admitted to honorary membership. Such honorary members shall have all the rights and privileges of active members except the right to vote, and shall be exempt from all fees and dues except costs incident to attending such regular or special meetings as may be held from time to time.
Section VI - ADMISSION TO MEMBERSHIP: Any party defined in Section I of this article may be admitted into membership by applying in writing on the approved form in use by the chamber and payment of such full or prorated dues and fees may be determined by the Board of Directors. Each membership shall have one representative entitled to vote who shall be named on the application form. 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 their adherence to its by-laws, rules, and regulations.
Section VII. EXPULSION: 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. A two-thirds or majority vote of all Directors present shall be necessary to expel a member.
Section VIII. VILLAGE REPRESENTATIVE: A designated village representative may be an ex-officio board member with non-voting rights
ARTICLE V‐ MEMBERSHIP MEETINGS
Section I - MEMBERSHIP MEETINGS: Regular membership meetings of the members shall take place upon dates determined by the Directors, not less frequently than once a month; however this rule may be waived at the discretion of the Board of Directors.
Section II - ANNUAL MEETING: The Annual meeting of the Chamber of Commerce shall be held during the month of January on a date to be determined by the Board of Directors at least thirty days in advance.
Section III - SPECIAL MEETINGS: Special meetings of the Chamber of Commerce may take place upon dates determined by a majority of the Board of Directors. Notice of special meetings must be given to the membership at least seven days in advance stating the purpose of the meeting and no business other than the stated purpose be brought forth, discussed or acted upon without the majority vote of those present at such special meeting.
Section IV - MEETING FORMAT: Members entitled to vote at any meeting may participate through the use of a conference telephone or interactive technology, including but not limited to electronic transmission, internet usage, or remote communication, by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance, including counting members for purposes of a quorum
ARTICLE VI ‐ BOARD OF DIRECTORS
Section I - NUMBER & TERMS: The Board of Directors shall have up to eight (8) members and no less than five (5).
The number of members 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-half (1/2) of the Directors (or as close to one-half as can be mathematically achieved) shall expire annually and one-half of the Directors (or as close to one-half as can be mathematically achieved) shall be elected annually.
Terms of the Directors shall begin on January 1 following their election and shall continue for two (2) years (unless specifically elected for a second term or appointed to a shorter term).
The Board may appoint a member to the Board of Directors by a majority vote to complete the term of a director who has resigned, transferred, or been removed, and be eligible for nomination to serve as a director for a full two (2) year term following the completion of the substitute term.
Not more than one director may serve on the board from the same entity or business.
No annual election shall be for the purpose of filling any more or less than one-half (1/2) or as close to one-half (1/2) of the directorships as can be mathematically achieved. Other vacancies shall be filled by the majority vote of the Board of Directors present.
Section II - ELECTION OF BOARD MEMBERS: The Board of Directors shall be elected at the November membership meeting or at a special meeting of the members called for this purpose.
Section III - NOMINATING COMMITTEE: A nominating committee of not less than three Chamber members shall be appointed by the President prior to the election. At least one member of the nominating committee must be a member of the Board of Directors. The duties of the nominating committee shall be to nominate candidates for the annual election of the Board of Directors. Candidates for the board of directors must be paying Chamber members in good standing. Said committee shall file a list of the nominations recommended with the Secretary prior to the election. At the November membership meeting, any Chamber member may nominate themselves from the floor
Section IV - NOMINEE LIST: The Secretary shall deliver via mail or e‐mail to a list of the nominees recommended by the nominating committee members to all members of the Chamber, at least 2 business days prior to the election..
Section V - VOTING PROCESS: All voting shall be by ballot (paper or electronic). The candidates who receive the highest number of votes shall be elected to fill the board of director positions.
Section VI - BOARD OF DIRECTOR MEETINGS: The Board of Directors shall meet no less than 6 times per year., the time to be fixed by the Board. Absence from three consecutive regular meetings, without an excuse, deemed valid and so recorded by the Board of Directors, shall be construed as a resignation.
Section VII - QUORUM: A majority of the Board of Directors shall constitute a quorum at any meeting.
Section VIII - CHAMBER PROPERTY: All members of the Board of Directors are required to return all Chamber property upon expiration of their term.
ARTICLE VII - OFFICERS
Section I - ELECTING OFFICERS: Within ten days after the annual election, the Board of Directors shall meet and elect officers for the ensuing term the offices of president, a vice-president, a secretary, and a treasurer. All of said officers must be members of the Board of Directors.
Section II - PRESIDENT DUTIES: The President shall preside at all meetings of the Chamber and Board of Directors, and perform all duties incident to this office. The President shall appoint all committees and be ex-officio member of all committees. The President shall recommend to the Board of Directors such matters that align with the Purpose set forth in Article II of the Chamber.
Section III - VICE-PRESIDENT DUTIES: The Vice‐President shall act in the absence of the President; and in absence or disability of the President and Vice-President, a member of the Board of Directors shall be chosen to act temporarily
Section IV - TREASURER DUTIES: The Treasurer shall receive and disburse the funds of the Chamber and report the financial status of the Chamber to the Board of Directors and the Chamber members. The Treasurer shall keep all books of accounts and submit a financial statement at the close of each fiscal year. The Treasurer’s duties also include filing the Illinois Secretary of State annual report. The Treasurer shall perform such duties as may be incident to the office, subject to the direction of the Board of Directors.
Section V - SECRETARY DUTIES: The Secretary shall be the chief administrative officer of the Chamber. It shall be the duty of the Secretary to conduct the official correspondence, preserve all books, documents and communications and maintain an accurate record of the proceedings of the Chamber, the Board of Directors and all committees. The Secretary shall perform such duties as may be incident to the office, subject to the direction of the Board of Directors.
ARTICLE VIII - COMMITTEES
Section I - COMMITTEE AUTHORIZATION: The Board of Directors shall authorize and define the powers and duties of all committees.
Section II - APPOINTING COMMITTEES: The President shall appoint all committees, subject to confirmation by the Board of Directors.
Section III - REPRESENTATION OF APPOINTED COMMITTEES: At a minimum (1) One Board Member should be appointed by the president to act as liaison on an appointed committee.
Section IV - COMPOSITION OF EXECUTIVE COMMITTEE: The executive committee shall be composed of the President, the Vice‐President, the Secretary, and the Treasurer.
Section V - ANNUAL BUDGET: The executive committee shall prepare and present an annual budget to Chamber members and Board of Directors for approval at least 30 prior to the fiscal year.
ARTICLE IX - DISBURSEMENTS
Section I - No disbursements of the funds of the Chamber shall be made unless the same shall have been approved, authorized and ordered by the Board of Directors. All disbursements shall be made by check or by secure electronic transfers. Checks or electronic transfers shall be signed or initiated by the President and/or the Treasurer.
Section II - Upon the approval of the budget, the Treasurer may be authorized to make disbursements on account of expenses provided for in the budget without an additional approval by the Board of Directors.
ARTICLE X - DISSOLUTION
Upon the dissolution or winding up of the affairs of the Board, the Board of Directors shall determine whether a deficit or balance exists. After providing for the payment of all obligations, if a deficit exists, the Board of Directors shall have the power to assess all active members on the basis of their dues contributions and thereby satisfy all indebtedness. Assessment formula shall be: latest active members for current year divided by total deficit equals assessment for each member. If a balance exists after all obligations are met, the existing funds shall be divided among all active members on the same basis as the above. By-laws approved by the Board of Directors/Membership Date: December 1, 2014
ARTICLE XI ‐ AMENDMENTS
Section I - These by-laws may be amended or altered by a two-thirds vote of those present at any regular or special meeting of the Chamber of Commerce. Provided notice of the proposed change shall have been distributed by the Secretary to each member not less than seven days prior to such meetings.
Amended & Approved Dates:
December 2014
December 2019
November 2021
January 2024