of The Main Street Chamber of Leake County
ARTICLE I: Name
This organization is incorporated under the laws of the State of Mississippi and shall be known as The Main Street Chamber of Leake County, Incorporated (hereinafter referred to as “Main Street”),
ARTICLE II: Purpose
Main Street is organized to advance the general welfare and prosperity of Leake County, The City of Carthage, The Town of Walnut Grove, The Town of Lena, and its businesses and citizens. All necessary means of promotion shall be provided and particular attention and emphasis shall be given to economic, civic, commercial, cultural, and educational interests of the area; to work together to build a sustainable and complete community revitalization effort.
ARTILCE III: Limitations
Section 3.1 Main street shall observe all local, state, and federal laws that apply to a
Non-profit organization as defined in Section 501 (C) (6) and the Internal Revenue Code.
Section 3.2 Main Street shall be non-partisan, non-sectional, non-sectarian, and shall take no part in, or lend its support to, the election or appointment of any candidate for town, county, district, state, or federal office.
Section 3.3 Main Street shall not engage in or permit the use of its name or employees in the solicitation of funds, subscriptions or signatures, for any other purpose than those for which it was organized, as specified in ARTICLE II, and this only on a majority vote of its Board of Directors.
Section 3.4 Revenue of Main Street derived from membership dues shall not be used for any other purpose than defraying its legitimate expenses and furthering the objects of the organization.
ARTICLE IV: Membership
Section 4.1 Classes of Membership. There shall be eight (8) classes of membership:
a. Major Corporations
b. Small Business
h. Honorary Membership
Section 4.2 Eligibility
Any individual, firm, association or organization interested in the preservation, betterment or development of Leake County and who supports the purpose of Main Street, and who shall pay the dues as provided herein, shall be eligible for membership in Main Street.
Section 4.3 Honorary Membership
Distinction in public affairs shall confer eligibility to honorary membership. Honorary membership 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.
Section 4.4 Dues
Membership dues shall be at such rate or rates, or by such schedule or formula, as may be from time to time prescribed by the Board of Directors.
Section 4.5 Termination
Any member may be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after (90) days from the date due, unless otherwise extended for good cause;
Any member may be expelled by two-thirds vote of the Board of Directors for conduct unbecoming a member or prejudicial to the aims or repute of Main Street, after notice and opportunity for a hearing are afforded the member complained against.
Any member may elect to terminate their own membership without notice to Main Street.
Section 4.6 Powers
All corporate powers shall be exercised by the Board of Directors, but the Directors shall act only as a Board and the individual Directors shall have no power as such, except as specifically authorize by the Bylaws.
ARTICLE V: Membership Meetings
Section 5.1 Annual Meeting
An annual meeting of the membership shall be held each calendar year at such time and place as may be determined by the Board of Directors.
Section 5.2 Additional Meetings
Special meetings of the membership shall be held at any time and place as my be designated by the President or the Board of Directors with at least five (5) days advanced notice.
ARTICLE VI: Board of Directors
Section 6.1 Composition of the Board
The Board Members shall reflect a reasonably broad representation of Leake County and not be overly representative of a particular constituency or interest group.
Section 6.2 Qualifications of Directors
The Board members shall demonstrate on an ongoing basis, reasonable proficiency in the areas of nonprofit governance, planning, resource development and fiscal responsibility as well as work together to build a sustainable and complete community revitalization effort.
Section 6.3 Independence of Board of Directors
Board members will be responsible to Main Street’s goals and mission and fully disclose any conflict of interest of a financial or personal interest.
Section 6.4 Number of Directors
The Board of Directors shall at all times consist of twelve (12) Directors but at no time shall there be less than eight (8) Directors.
Section 6.5 Terms of Office
Directors shall be elected to the Board for a term of three years, staggered so that not more than one-third of the term expires each year. Directors may be elected to two successive three-year terms. When a Director has served two successive three-year terms, that Director will at the end of the second term rotate off the Board; said former Director will be eligible for re-elections to the Board one year after that Director’s term of office has expired.
Section 6.6 Nomination of the Board
Candidates for the Board of Directors shall be nominated by a committee appointed by the Board. If a Director is eligible for re-election is not nominated for re-election, the nominating committee will inform the Director at least 30 days prior to the Annual Meeting. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship.
Section 6.7 Ex-Officio Members
The following positions will hold the status of Ex-Officio Members of the Board of Directors participating in all the activities of the Board but having no voting power:
a. Mayors of the incorporated areas of Leake County
b. President of the Leake County Board of Supervisors
c. The past President of the Board of Directors
Ex-Officio positions on the board of Directors is determined by the office
held and not by the individual, therefore resignation or defeat in an election will result in termination of Board Membership.
Section 6.8 Resignation of Directors
Director may resign at any time by delivering written notice to the
President of the Board.
Section 6.9 Removal of Directors by Board Action
The Board of Directors may remove a Director who fails to attend
six or more of the meetings of the Board of Directors held in the preceding twelve months. Said Director may be removed only if the majority of Directors then in office vote to remove.
Section 6.10 Vacancies
If a vacancy occurs on the Board of Directors, the Board may by majority vote of the Directors in attendance fill the vacancy by appointing a person to fill the unexpired term of the departed Director. A Director filling an unexpired term remains eligible for election by the membership to two successive three-year terms.
Section 6.11 Regular Meetings
Not less than nine (9) regular meetings of the Board of Directors shall be held during each calendar year. Meetings of the Board of Directors shall be held by such schedule as may be from time to time prescribed by the Board of Directors.
Section 6.12 Notification of Meetings
Written notice stating place, date and hour of any meeting of the Board
of Directors shall be given to each Board Member electronically or by mail at
least (10) ten business days prior to such meeting. This will include the minutes, agenda, and financials.
Section 6.13 Special Meetings
The President of the Board may call a special meeting of the Board of Directors. Three (3) days written advanced notice shall be furnished to all Directors of all special meetings. The purpose of which the meeting is called shall be placed in the notice.
Section 6.14 Quorums
At any regular meeting or special meeting of the Board of Directors, five (5) Directors present shall constitute a quorum for the transaction of business.
Section 6.15 Action by Majority Vote
Except as otherwise expressly required by law or by these Bylaws, the act of the act of majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 6.16 Polling
The Program Director has the right to poll the Executive Committee by phone and/or email on issues concerning day to day operations, including but not limited to purchases, scheduling, travel, etc. These decisions shall be ratified at the next Board of Director meetings.
Section 6.17 Board Member to Serve without Compensation
No member of the Board of Directors shall receive monetary or in-kind compensations from Main Street, except for reimbursement of actual expenses and per mile travel expenses incurred by said Board member while on Board approved Main Street business.
Section 6.18 Indemnification
Main Street may, by resolution of the Board of Directors, provide for indemnification by Main Street of any and all current or former officers, directors and employees 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 party, by reason of having been officers, directors or employees of Main Street, except in relation to matters as to which such individuals 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 negligence or misconduct.
ARTICLE VII: Officers
Section 7.1. Titles and Qualifications
The Officers of Main Street will include a President of the Board, a Vice President of the Board, a Secretary, a Treasurer, and an Immediate Past President.
Section 7.2 Election and Term of Officers
Each officer may be elected or appointed by the Board of Directors and shall assume office at the beginning of the fiscal year unless filling a vacancy, in which case they will immediately following the election. New officer may be created and filled at any meeting of the Board of Directors. Each such Officer shall hold office until the end of the year or term or term for which elected, and thereafter until his or her successor shall have been elected or appointed and shall qualify or until his or her death, resignation or removal.
Any Officer may resign at any time by delivering a written resignation to the President of the Board, or Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
Any Officer may be removed at any time, either for or without cause by a vote of a majority of Directors.
Any vacancy in an office may be filled for the unexpired portion of the term by the Board of Directors.
7.6 The President of the Board
The President of the Board shall preside at all meetings of the Board of Directors of Main Street and shall have such other powers and duties not inconsistent with these Bylaws as may be assigned to him or her from time to time by the Board of Directors.
7.7 The Vice-President of the Board
The Vice President of the Board shall act in the absence of the President, and shall have such other powers and duties as may be assigned to him or her from time to time by the Board of Directors.
7.8 The Secretary
The Secretary shall keep the records of the minutes of all meetings of the Board of Directors, of the Executive Committee and all other Committees at the principal office of Main Street in one or more books provided for that purpose, with the time and place of the holding of the meetings, how they were called or authorized, the notice given thereof, the names of those present, and the proceedings thereof. The Secretary shall see that all notices are given in accordance with provisions of the Bylaws; shall be the custodian of all records and documents; shall keep a record of the mailing address of each member which shall be furnished to the Secretary by each Director; and in general, shall perform all other duties, not inconsistent with these Bylaws, as are incident to the Office of Secretary, or as may be assigned from time to time by the Board of Directors.
7.9 The Treasurer
The Treasure shall oversee the financial assets of Main Street. These accounts will be under the responsibility of the Program Director who shall have charge and custody and be responsible for all funds and securities of Main Street and shall be under his or her general care and supervision.
Officers shall make available for inspection at a reasonable time to any member of the Board of Directors all official records of Main Street and for which they are responsible. Under any circumstance, upon leaving office, each Officer shall turn over to his or her successor in good order such monies, books, records, documents, and other property of the Corporation as have been in his or her custody during his or her term in office.
7.11 Limitation of a Director’s Liability
No Director shall be liable to anyone for any acts on behalf of the Corporation or any omission with respect to Main Street committed by such Director, except for his or her own willful neglect or default.
7.12 Limitation of a Director’s Liability for Acts of Other Directors
No Director shall be liable to anyone for any act of neglect or default on the part
of any one or more of the other Directors in the absence of specific knowledge
on the part of such Director of such neglect or default.
ARTICLE VIII. Committees
8.1 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 President, Vice-President, Treasurer, Secretary, and Immediate Past-President. The President will serve as Chairman of the Executive Board. This committee shall meet at the call of the President and may conduct such business as may need to be conducted in the absence of the regular meeting of the full Board. All actions taken by the Executive Committee will be reported at the next regular meeting and shall be either ratified or rescinded by the Board of Directors at that time.
8.2 Nominations Committee
The Nominations Committee shall consist of a Chair appointed by the President
of the Board and two (2) to four (4) other members, two of whom may be former Board members. It will meet at least sixty (60) days prior to the election of officers and new Board Members. The committee will present a slate of candidates to the Board for election. The Nominations Committee will also be responsible for orientation of the new members.
8.3 Other Committees
The Board of Directors may from time to time appoint such other standing or special committees as it deems desirable, and shall provide their powers and duties. The Chair of each standing committee shall be appointed by the President of the Board. The standing committees shall represent the four points of the National Main Street Organization.
8.4 Operation of Committees
Members of committees shall be appointed annually to serve for one year or until their successors have been appointed. Except as otherwise provided by law or the Charter of Incorporation or these Bylaws, and unless otherwise determined by the Board of Directors, a majority of the members of each committee shall constitute a quorum for the transaction of business at any meeting thereof, and the act of majority of the members of each committee present at any meeting at which a quorum is present shall be the act of such committee. Each committee shall submit to the Board of Directors at each meeting thereof a report of the actions and progress, if any, which such committee may have taken since the previous meeting of the Board of Directors. The Committee Chair shall fill any and all vacancies on the committee and may, from time to time, appoint alternate members of such committees to serve in the temporary absence or disability of any member. Such designation of a member of such committees may be removed, with or without cause, at any time by the Board of Directors.
8.5 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 Main Street until is shall have been approved or ratified by the Board of Directors.
Committees shall be discharged by the President 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.
Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chairpersons or in their absence, whomever they designate as being familiar enough with the issue, to give testimony to, or make presentations before, civic and governmental agencies.
ARTICLE IX: Main Street Director
Section 9.1 Program Director
Main Street shall have a Program Director who reports to the Board of Directors. The Main Street Director shall not be an officer of Main Street but be responsible for the day-to-day operations, management administration of Main Street.
Section 9.2 Authority Delegated to the Program Director
The Program Director shall have the authority to act on behalf Main Street in all matters within the scope of the normal, customary and ordinary course of business of Main Street; moreover, the Program Director shall have the authority to contractually bind Main Street in an amount per transaction as may be determined by the Board of Directors. The Program Director shall perform those duties and responsibilities delegated and assigned to him either by the Board of Directors, any standing or special committee, or by the President of the Board. The Program Director shall have general authority and supervision over the personnel of Main Street. The Board of Directors reserves the right to hire and fire any employee upon the recommendation of the Program Director.
ARTICLE X: Finances
Section 10.1 Receipt of Funds
All funds received by Main Street shall be recorded in the books of the account and deposited within two business days of receipt to the credit of Main Street in such a bank as the Board of Directors may select.
Section 10.2 Disbursement of Funds
All funds expended by Main Street shall be recorded in the books of account and
Shall be issued by any debit advice typical and approved for the normal use by the financial institution so approved for use by the Board of Directors. All debits issued against the account of Main Street shall be prepared by the Program Director and signed by such parties as shall be selected by the Board of Directors. Upon approval of the annual budget developed by the Finance Committee, the Program Director is authorized to make disbursements on the account and expenses provided for in the budget without additional approval. This budget must be approved by The Board of Directors by the start of each fiscal year. The Board of Directors may place a specific dollar limit on the amount of money that the Program Director is authorized to spend on any one transaction.
Section 10.3 Fiscal Year
The fiscal year of Main Street shall commence on October 1 and shall end on September 30 of each year.
Section 10.4 Annual Audit
The accounts of Main Street shall be audited annually by a certified public accountant. The audit shall at all times be available to members of the organization within the offices of Main Street. A copy must be provided to The City of Carthage.
Section 10.5 Bonding
The Executive Directors and Program Manager such other offices and staff as the Board of Directors may designate, may be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by Main Street.
ARTICLE XI: Dissolution
Main Street shall use its funds only to accomplish the objectives and purpose specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of Main Street, 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 as defined in IRS Section 501 (c) (6).
ARTICLE XII: Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the charter of bylaws of Main Street.
ARTICLE XIII: Amendments of Bylaws
Section 13.1 Amendment by Board
These bylaws or any one or more of the provision thereof may be amended by changing, altering, suspending, supplementing, or revising the same by approval of two-thirds (2/3) of the votes cast at a properly scheduled meeting of the Board at which a quorum is present.
Section 13.2 Notice of Amendment
If the Board of Directors seeks to have an amendment approved, notice of the proposed meeting must be send to the members of the Board at least ten (10) days but not more than thirty (30) days before the meeting at which the amendment is offered.
Section 13.3 Purpose of Meeting
The notice of the proposed amendment(s) must state that the purpose of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of summary of the amendment.