Article I


Section 1: Name:
This organization is incorporated under the laws of the State of Tennessee and shall be known as the McKenzie Chamber of Commerce and Industry.

Section 2: Purpose:
The McKenzie Chamber of Commerce and Industry founded by The McKenzie Industrial Development Board to advance the general welfare and prosperity of the McKenzie, Carroll County, Tennessee area 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 of McKenzie, Tennessee.

Section 3: Limitation of Methods:
The McKenzie Chamber of Commerce and Industry shall observe all local, state, and federal laws which apply to a non-profit organization as defined in Section 501 (C) (6) of the Internal Revenue Code.

Article II


Section 1: Eligibility:
Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership.

Section 2: Election:
Any eligible applicant shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.

Section 3: Investments:
Membership investments shall be at such rate or rates, schedule of formula as may be from time prescribed by the Board of Directors, payable quarterly, semi-annually, and annually.

Section 4: Termination:
A.) Any member may resign from the Chamber upon written notice to the Board of Directors; B.) Any member shall be expelled for nonpayment of dues after ninety (90) days from the date due; C.) Any member may be expelled by a two-thirds 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 person shall be entitled to one vote, and each member firm, association, or corporation shall be entitled to a number of votes determined by the amount of investment paid. 1-119, 1 vote; 120-299, 2 votes; 300-up, 3 votes to the maximum sum of three (3) votes.

Section 6: Exercise of Privileges:
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: Orientation:
At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new directors, officers, and directors, committee leaders, committees, and new members.

Section 8: Honorary Membership:
Honorary membership will be given to all new businesses that open for the first year. Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.

Article III


Section 1: Annual Meetings:
The annual banquet of the corporation, in compliance with State Law, shall be held in April of each year. The time and place shall be fixed by the Board of Directors, and notice thereof is to be emailed to each member at least ten (10) days before said meeting.

Section 2: Additional Meetings:
General meetings of the Chamber of Commerce may be called by the Chairman at any time, or upon petition in writing of any twenty-five (25) percent (%) of members in good standing: a.) Notice of special meetings shall be emailed to each member at least five (5) days prior to such meetings; b.) Board meetings may be called by the Chairman or by 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 said meeting; c.) Committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members, five (5) shall constitute a quorum. d.) Quarterly Networking Meetings shall be emailed to each member at least five (5) days prior to meeting.

Article IV


Section 1: Composition of the Board:
The Board of Directors shall be composed of 1 Industrial Development Board Member and 9 other members, one-third of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualified. The governess and policymaking 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. Election of Directors: During the month before the annual meeting, the Executive Director shall compile a list of all members of the Chamber paid up through and including the current quarter. Prior to the last day of the month, selected prepared in confirmation with paragraph (B) below shall be sent to all current paid up members. Initially, Directors will serve a staggered term (3) - 3yr terms, (3) - 2yr terms, (3) - 1yr term. Term limits determined by votes. B. Ballots: A complete explanation of the purpose and procedure to fill out the ballot shall be printed at the top. The names of persons presently serving in the expiring directors' terms shall be listed. The directors, with unexpired terms, shall be clearly identified so as to prevent votes being cast for them. All current paid up members shall be listed in the ballot with instructions to vote for no larger number than the number of expiring directorship. The deadlines for returning ballots shall be clearly indicated, but shall not be less than one week after their distribution to the membership by mail. C. Judges: The Chairman shall appoint, subject to the approval of the Board of Directors, at least three (3), but no more than five (5) judges who are not members of the Board of Directors or candidates for election. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the Board of Directors. At the regular meeting or the general meeting, whichever occurs first, after judges have counted the ballots, the Board of Directors shall declare the candidates with the greatest number of votes, subject to their having accepted the directorship, elected. Where a person having been voted a director shall decline, the person having the next highest vote total shall be elected to that position.

Section 3: Seating of New Directors:
All newly elected Board members shall be seated at the first Board meeting in July or the next regular board meeting if filling a vacancy.

Section 4: Vacancies:
A member of the Board of Directors who shall be absent from three (3) regular meetings of the Board of Directors within a calendar year shall automatically be dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Directors, or among the offices, shall be filled by the Board of Directors by a majority vote.

Section 5: Policy:
The Board of Directors are responsible for establishing procedure and formulating policy of the organization. They are also responsible for adopting all policies of the organization. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as necessary.

Section 6: Management:
The Industrial Development Board employs the Executive Director. If the Chamber deems other positions appropriate, the Chamber shall fix the salary and other considerations of employment.

Section 7: Indemnification:
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its directors or former directors against expenses actually and necessarily 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 directors 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 the negligence of misconduct.

Article V


Section 1: Determination of Officers:
The Board of Directors, new and retiring, at its regular June meeting, shall reorganize for the coming year. At this time, the Board shall elect the Chair of the Board, ViceChair, and Treasurer. Officers will be elected from members of the Board. All officers shall serve for a term of (1) one year or until their successors assume the duties of office, and they shall be voting members of the Board of Directors.

Section 2: Duties of Officers:
A. Chair of the Board. The Chair shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors, and Executive Committee. The Chair shall, with advice and counsel of the Vice-Chair, determine all committees, select all committee leaders, and assist in the selection of committee personnel, all subject to the approval of the Board of Directors.
B. Vice-Chair: The duties of the Vice-Chair shall be such as their titles by general usage would indicate, and such as required by law as well as those that may be assigned by the Chair and Board of Directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
D. Treasurer: The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the Board of Directors. Checks are to be signed by the Treasurer and Chair, or, in the absence of either or both, by any two (2) officers.

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 Chair, Vice-Chair, and Treasurer. The Chair of the Board will serve as head of the Executive Committee.

Section 4: Indemnification:
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


Section 1: Appointment and Authority:
The Chair of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee chairs. The Chair of the Board may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the Chair and shall serve concurrent with the term of the appointing Chair unless a different term is approved by the Board. It shall be the function of committees to make investigations, conduct studies and hearings, and 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 Chair when their work has been completed and their reports accepted, or when, in the 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 governmental 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, committees, 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


Section 1: Funds:
All money paid to the Chamber shall be placed in a general operating fund and/or investment fund. Funds unused from the current year's budget will be placed in an investment fund until such time as their use is designated.

Section 2: Disbursements:
Upon approval of the budget, the Chair is authorized to make disbursements on accounts and expenses provided for in the budget without the additional consent of the Board of Directors. Disbursements shall be by check.

Section 3: Fiscal Year:
The fiscal year of the Chamber shall close on June 30.

Section 4: Budget:
The Executive Committee shall adopt the budget for the coming year before June 30 and submit it to the Board of Directors for approval.

Section 5: Annual Audit
The account of the Chamber of Commerce shall be audited annually at the end of the fiscal year of the Chamber on June 30. The audit shall, at all times, be available to members of the organization within the offices of the Chamber.

Article VIII


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 back into The Industrial Development Board's checking account.

Article IX

Section 1: Parliamentary Authority
The current edition of Robert's Rules of Order shall be the final source of authority on all questions or parliamentary procedures when specific rules and not consistent with the charter or bylaws of the Chamber.

Article X


Section 1: Revisions
These bylaws can be amended or altered by a two-thirds vote of the Board of directors or by a majority of the members at any regular or special meetings, provided that notice for the meeting includes the proposals for the amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing at least 10 days in advance of the meeting at which they are to be acted upon.