ARTICLE 1

Name

Section 1. The name of this organization shall be the Kentucky Chamber of Commerce Executives (KCCE).

Mission

The mission of the Kentucky Chamber of Commerce Executives is to provide professional development and grassroots advocacy for our members.

The organization shall be non-sectarian, non-partisan, and non-profit.

ARTICLE II

Membership

Section 1. Membership is to be held in the name of the organization. Any chamber of commerce or business association who employes a full or part time staff or has an active volunteer leadership shall be eligible for membership, have voting privileges and be eligible to serve on the KCCE board and hold office.

Section 2. Associate memberships are available to executives of commercial or non-profit organizations who are interested in chamber of commerce management (i.e economic development or marketing). Associate members shall not be eligible to vote or hold office.

ARTICLE III

Dues

Section 1. Membership dues shall be established by the board of directors.

October 1 shall be the beginning of the fiscal year. It shall be the responsibility of the Executive Director to submit to each member a statement of dues annually.

Section 2. In the event the organization has not received payment of dues within 60 days from due date, the president, or his/her designee, shall make a personal contact with the delinquent member. After 90 days from due date, the member shall be automatically given written notice of cancellation.

ARTICLE IV

Directors

Section 1. The board of directors shall be the governing body of the organization responsible for the direction of its work and shall have control of its property. A majority of the current board shall constitute a quorum and can act on behalf of the association.

Section 2. The board of directors shall not exceed twelve members. Four members are to be elected each year for a three year term. Officers and directors must hold active, regular (not associate) memberships in KCCE.

Section 3. The Kentucky Chamber of Commerce will appoint a representative as an ex-officio to serve on the board.

Section 4. No member of the board of directors may serve more than two consecutive terms without first sitting off the board for at least one year.

Section 5. A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors 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.

Section 6. The president shall appoint a governance committee of a least three members at the beginning of his/her term. The governance committee shall have no more than two members of the current board of directors serving on the committee. No less than 60 days prior to the annual meeting, the governance committee shall prepare a single slate of candidates for the board of directors. This single slate of candidates shall be presented to the general membership not less than 14 days in advance of the annual meeting. At the annual meeting, the nominating committee shall present the proposed slate to the general membership. Additional nominations may be made from the floor. The candidate(s) for the board of directors shall be elected by a majority of those present and voting. They will be officially installed and entitled to vote at the beginning of the Fiscal Year. The governance committee shall also provide candidates for any vacancies that occur throughout the year, with the approval of the board of directors.

Section 7. Should a director need to be removed, a majority vote of the board of directors will be required. Should the president resign or be removed, the president elect or most immediate past president will immediately become president.

Section 8. The board of directors shall hold regular meetings as set by the board and special meetings at such other times as it may determine or as may be called by the president. Notification of meetings shall be a minimum of two (2) days. Board members shall participate in meetings by any means of communication by which all directors participating may simultaneously hear each other during the meeting.

Section 9. Members of the board of directors shall be entitled to one (1) vote each. A majority vote is required to pass/approve any business. Voting can take place in person, conference call, electronic signature or by whatever means the meeting is taking place and the voting request is in. Unanimous consent is required if other than in person and proof must be kept on file. In accordance with Kentucky law, proxy voting by a director is prohibited.

ARTICLE V

Officers

Section 1. The officers of the organization shall consist of a president, president elect, secretary, treasurer, and most immediate past president and shall serve on the board’s executive committee. The executive committee will act on behalf of the board only when necessary. Any vacancy in office during the term shall be filled at the next board meeting.

The governance committee shall present its nominations for officers at the August board meeting for election by the board of directors.

Section 2. The officers shall have full voting rights. The president is not eligible to succeed himself/herself except under conditions of Article IV Section 7. The most immediate past president shall serve as an ex-officio member for one year immediately following his/her term in the event his/her regular term has expired.

Section 3. Any officer may resign at any time, without prejudice, by giving written notice to the president or Executive Director. The acceptance of the resignation shall not be necessary to make it effective.

Section 4.The board of directors, at its discretion, and for good cause may remove an officer. The president may declare such office vacant and shall appoint a member to fill the vacancy upon approval of the board of directors.

Section 5. Duties of the officers shall be as follows:

President: Shall preside over board and membership meetings, supervise the business affairs of the organization, and shall recommend to the board appointment of standing and ad hoc committees created by the action of the board. The president serves as ex-officio on all committees with no voting rights except as outlined in the Bylaws. The president shall represent KCCE on the Kentucky Chamber of Commerce board of directors and on the Local Chamber Advisory Board (LCAB).

President Elect: In the event of the temporary absence of the president, the president elect shall perform the duties of the president. The president elect shall perform other duties and have such authority as from time to time may be assigned by the president, or the board.

Secretary: Record minutes and ensure all votes comply with by-laws.

Treasurer: The treasurer shall be responsible for the safeguarding of all funds received by KCCE 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. The treasurer is responsible for working with the accounting staff at the Kentucky Chamber of Commerce to prepare monthly financial statements for board meetings, an annual financial statement at the end of the fiscal year and a regular financial review. The treasurer shall chair the Scholarship Committee.

ARTICLE VI

Meetings

Section 1. There shall be an annual meeting of the organization with the date determined by the board of directors.

Special membership meetings may be called by the board of directors or by a petition signed by not less than 50 percent of the members. Written notice of any membership meeting must be given to the members at least 10 days in advance. Meetings may be held by remote communications.

Section 2. One-fourth of the membership constitute a quorum at a general membership meeting. A majority of the quorum is necessary for action on any issue.

Section 3. The proceedings of the organization’s meetings shall be governed by and conducted according to the latest edition of Robert’s Rule of Order, Revised.

Section 4. The board of directors shall have the authority to refer any matter properly coming before them to the general membership. Any notifications shall be sent to the member and each member will have ten (10) days to respond.

ARTICLE VII

Committees

Section 1. The president shall have the authority to appoint committees as the work of the organization may require. The term of the committee appointment shall run concurrently as the term of the appointing president.

Section 2. The committees have only that authority, which specifically granted to them by the board of directors and a committee will not make any public statement as to the policy of the organization without prior approval of the board of directors. The committee may spend only funds specifically authorized by the budget or board of directors.

ARTICLE VIII

Amendments

Section 1. These by-laws may be amended by majority vote of the general membership provided 14 days notice has been given and provided the proposed changes, along with the present by-laws, shall accompany the notice. Amendments will become effective immediately upon approval.

ARTICLE IX

Use of Funds

Section 1. This organization shall use its funds only to accomplish the purpose as specified in these by-laws, and no part of these funds shall be distributed to the members of the organization. Prior to dissolution of the organization, 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.

ARTICLE X

Executive Director

Section 1. The Executive Director is the chief administrative and executive officer and shall be charged with the general management of the office and business affairs of KCCE. The Executive Director shall conduct the official correspondence, maintain and preserve all books, documents, and communications, keep books of accounts and shall receive and disburse funds of KCCE. With the assistance of the board, he/she shall be responsible for the administration of the Business Plan in accordance with the policies and regulations of the Board of Directors. The Executive Director shall be responsible for hiring, discharging, directing, and supervising all employees. With the approval of the Board of Directors, the Executive Director shall sign all contracts and other instruments affecting the operation of KCCE. A more specific job description is approved by the Board of Directors.

Amended August 2015
Amended September 2012.
Amended April 2010.
Amended October 2005.



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