ARTICLE I.

GENERAL

 

Section 1. Name.

 

This organization is incorporated under the laws of the State of Missouri. It is a Missouri Not-For-Profit Corporation and shall be known as the Smithville Area Chamber of Commerce.

 

Section 2. Purpose.

 

The Smithville Area Chamber of Commerce is organized for the following purposes:

 

1.     To seek economic, industrial, professional, and civic welfare of the Smithville, Missouri area.

 

2.     To promote new and existing business and community growth and development by promoting economic programs

        designed to strengthen and expand the income potential of all businesses within the trade area.

 

3.    To promote programs of a civic, social, and cultural nature which are designed to increase the functional and aesthetic

        values of the community.

 

4.    To discover and correct problems which prevent the promotion of business expansion and community growth.

 

5.    To create an informed business and public opinion regarding city, county, state and national legislative and political affairs.

 

6.    To support all activities believed to be beneficial to the community and area, to oppose those which might be detrimental,

       and in general, to promote the welfare of all area citizens, following always those policies intended to accomplish the

       greatest good for the greatest number.

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7.   The Chamber is dedicated to providing responsive and committed leadership that builds a vibrant and thriving community.

       We seek to achieve posterity and outstanding quality of life.

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8.   The purposes of the corporation shall be those non-profit purposes stated in the Articles of Incorporation, as they may be

      amended, and in the Missouri Not-For-Profit Corporation Statutes, Missouri Revised Statutes, Chapter 355, as amended. The

      Chamber shall observe all local, state, and federal laws which apply to non-profit organizations as defined in Section 501(c)

      (6) of the Internal Revenue Code of 1986, as amended.

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Section 3. Area.

 

Smithville area or Smithville economic region shall include that which is within the city limits of Smithville, as currently existing and as may change from time to time by future city legislative action. It shall also include the areas of Clay County, Platte County and Clinton County which have an impact on the business, economic and industrial, professional, or civic welfare of the city and those which reside within that area.

 

Section 4. Limitations.

 

The Chamber shall, in all its activities, be non-partisan and non-sectarian. The Chamber shall be non-political in the sense that it shall not endorse any candidate for public office, either elective or appointive. The Chamber may endorse positions on ballot issues of broad public interest in the community. Notice at a regular meeting or thirty (30) days’ notice mailed in advance to all members of any vote regarding a ballot position will occur prior to a vote at a general membership meeting on said ballot issue. Any position to be endorsed by the Chamber will require a two-third (2/3) vote of the members present at the meeting. The Chamber may also host or sponsor, without cost to the Chamber, public debates as to either ballot issues or candidates for elective public office.

 

No officer, director, or member of the Chamber shall presume to endorse in the name of or on behalf of the Chamber any person, activity, or matter.

 

ARTICLE II

MEMBERSHIP

 

Section 1. Eligibility.

 

Any person, firm, corporation, or other business entity interested in the civic and economic well-being of the greater Smithville area, which desires to preserve and promote the objective of the Chamber shall be eligible for membership.

 

Section 2. Application.

 

All applications for membership shall be in writing or electronically on the form prescribed by the Chamber, said application constituting agreement on the part of the applicant, upon becoming a Chamber member, to adhere to the Chamber’s bylaws and any membership policies and procedures that may be hereinafter adopted, from time to time, by the Board of Directors for the Chamber.

 

Section 3. Dues.

 

Any changes in the current dues schedule for membership shall be submitted by the Board of Directors to the Chamber members at a general Chamber membership meeting. Dues for new members will be prorated beginning with membership applications received after March 31st of each year. It is recognized that the schedule may need to be changed from time to time to reflect changes in the economic conditions of the area and the needs of the Chamber. Independent contractors of businesses in the Smithville area shall be eligible for individual membership. No refund of dues shall occur under any circumstances. Dues are to be paid by January 1st to be listed in the annual Chamber Directory. Any member whose dues remain unpaid as of January 1st shall have their voting rights suspended immediately. Voting rights shall be reinstated only upon the receipt of full payment of the current year’s dues.

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Section 4. Expulsion.

 

Any member of the Chamber may be expelled for cause by resolution passed by the Board of Directors at any regular or special meetings of the Board of Directors called for that purpose. The member shall be notified of the intention to consider such member’s expulsion, in writing, and may be present at said meeting to present any information as to why the expulsion should not occur. However, nonpayment of dues by March 31st of the current calendar year shall result in the automatic termination of membership without further action by the Board of Directors.

 

ARTICLE III

BOARD OF DIRECTORS

 

Section 1. Overview

 

The elected members of the Chamber Board shall be the Chair, Chair Elect, Treasurer, Secretary, and three Members at Large. They shall be determined by the process outlined in Article IV, Section 2, and shall serve a two (2) year term commencing with the January membership meeting until their successors have been duly elected and confirmed. Newly elected officers shall be seated in December as non-voting members for orientation at the December Board meeting prior to taking office at the January membership meeting. Should any vacancies occur in the officers of the organization during their annual term of office, the Board of Directors shall fill any vacancies for the unexpired portion of the vacated officer’s term. No one person may hold a paid position and an elected position on the Chamber Board simultaneously.

 

Section 2. Code of Conduct

 

The Smithville Area Chamber of Commerce Board of Directors seeks to maintain the highest standards of professionalism among our Board and membership. The code of conduct shall, without limitation, require members and all participants of Chamber sponsored programs to:

 

1. Abide by the Bylaws of the Smithville Area Chamber of Commerce and rules of operation for any applicable programs of the 

     Chamber. The Bylaws serve as the governing document for all programs and will supersede all other documents.

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2. Refrain from publicly disparaging the business practices of fellow members, their representatives, employees and

     associates, Chamber staff, and the Board of Directors, and refrain from condoning or engaging in misrepresentation or

     unethical practices in any manner. This includes, but is not limited to, in-person communication, electronic communication,

     and online interactions of any nature.

 

3. Conduct business and professional activities in a reputable manner so as to reflect honorably upon the business community

     and fellow Chamber members.

 

4. Respect the reputation, profile and status of the Smithville Area Chamber of Commerce and represent the Chamber

     accordingly.

 

5. Understand, support and promote the Vision and Mission of the Smithville Area Chamber of Commerce and cooperate with

     fellow members in the application of this Code of Conduct.

 

6. Whenever reasonably possible, participate in the functions and activities of the Chamber, and promote the enhancement of

     business growth within the greater Smithville area.

 

7. Observe the highest standards of ethics in rendering services and/or offering products for sale, based on the members’ own

     knowledge and expertise.

 

8. Refrain from engaging in any practices prohibited by law or seeking unfair advantage over fellow members and conform to

     all laws established by Municipal, State and Federal governments for the control of said business, where applicable.

 

9. Present a true presentation in all advertising. Goods and services shall be advertised in accordance with all Municipal, State

     and Federal legislation.

 

10. Respect the role of the Chamber Board of Directors, Officers, and staff.

 

Section 3. Removal of a Board/Chamber Member

 

Any elected Board Member or Chamber Member may be removed by a 2/3 vote of the current Board.

 

Section 4. Composition.

 

The Board of Directors shall consist of seven (7) executive voting positions which are filled from the membership as provided in Article IV. These voting positions include the Board Chair, Chair-Elect, Secretary, Treasurer, and three (3) Board Members at Large.

In addition to the voting members, the Board shall include non-voting ex-officio members who sit on non-executive sessions, including:

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• The President & CEO.

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• The Past Chair (serving at the Board's discretion).

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• One (1) appointed liaison from the City of Smithville.

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• One (1) appointed liaison from the Smithville School District.

 

Section 5. Chair.

 

To be eligible for the position of Chair, the candidate must have been a member of the Board for at least one term. The Chair shall serve as the Chief Elected Officer of the Chamber and may preside at all meetings of the membership, Board of Directors meetings, and other special meetings of the Chamber. The Chair shall select members of the committees as may be established from time to time, at the pleasure of the Chair and the direction of the Board of Directors to carry out the work of the Chamber. The Chair shall be an ex-officio member of all committees so established. The Chair shall not make motions and shall only vote in the case of a tie vote of the Board.

 

Section 6. Chair Elect.

 

The Chair Elect shall exercise the powers and authority and perform the duties of the Chair in the absence or disability of the Chair. The duties of the Chair Elect shall be such as may be assigned by the Chair and Board of Directors.

 

Section 7. Secretary.

 

The Secretary shall oversee the recording and preservation of the minutes of the meetings of the Board of Directors for both open and closed session meetings. The Secretary shall be responsible for authenticating the records of the corporation. The Secretary shall carry out such other duties as assigned by the Chair or the Board of Directors.

 

Section 8. Treasurer.

 

The Treasurer shall be responsible for overseeing the funds of the Corporation and shall direct that such funds be deposited in such banks as the Board of Directors may from time to time determine. The Treasurer shall review the financial reports and financial records of the Corporation and shall present such reports to the Board of Directors and members monthly. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate account of the financial transactions of the Corporation. They shall also perform other functions required by governmental agencies on behalf of the Chamber, including the payment of employment taxes and other bills required for payment by the Chamber. The Treasurer shall also prepare, at least quarterly, a summary of the transactions of the Corporation during the current year and the past year or years for review by the Board of Directors. Based upon said quarterly reviews, the Treasurer shall make recommendations, subject to approval by the Board of Directors, regarding the investments and savings of the Chamber. The Treasurer shall perform such other duties incident to his or her office as the Board or Chair may from time to time determine.

 

The treasurer shall pay all bills submitted by the President & CEO which conform to the budget previously approved by the Board. Any check written on a chamber account in excess of the sum of $2,500.00 shall require two signatures to be valid. The Treasurer may also perform such other accounting, bookkeeping and other functions that the treasurer’s knowledge and experience permit. They shall also prepare other reports and reconciliations as needed by a third party, including quarterly reports, balance sheets, and income and expense statements. Should any of these functions be performed by a third party, the Board of Directors shall have previously approved the use of the third party.

 

Section 9. Member at Large

 

Members at Large shall be in general support of the Officers of the Board listed above. In the event a Board Officer is removed or steps down, the Board shall attempt to fill the vacant Officer position with one of the duly elected and willing Members at Large before soliciting outside persons.

 

Section 10. Non-Voting Members

 

1. President & CEO

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•   The President & CEO shall be the Chief Administrative and Executive Officer of the Corporation. The President & CEO shall be

     hired by the Board of Directors and his or her compensation and terms of employment shall be directed by the Board of

     Directors. The President & CEO shall provide monthly reports to the Board of Directors as to the President & CEO’s activities

     in addition to giving a report at each membership meeting. The President & CEO shall be provided with a prepaid credit card       or debit card. At the time of the approval of the annual budget, the Board shall authorize the President & CEO to pay certain 

    debts of the Chamber in conformance with the budget without further action by the board being required. The Board may set

     a monthly or annual limit or both. The President & CEO may sign contracts on behalf of the Board only with formal approval of

     the Board.

 

•    The President & CEO manages the organization on behalf of the membership implementing programs consistent with the

     organization, in accordance with his or her job description. The President & CEO is an ex-officio member of all committees 

     but is not expected to attend all meetings. He or she shall attend all administrative meetings and, when possible, all 

     other meetings at which his or her input is vital. The President & CEO reports directly to the Board of Directors. Any other paid

     staff member of the organization shall be responsible for and supervised by the President & CEO.

 

•   The Chair shall annually evaluate the President & CEO, with the advice and consent of the Board of Directors, in regard to the 

    President & CEO’s respective areas of responsibilities. These evaluations shall be used as input in preparation of the

    President & CEO’s annual performance appraisal.

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2. Past Chair

 

•   The Past Chair will assist in the successful turnover of newly elected Chairs and will provide the Board with pertinent   

     continuity input from their past experiences as Chair. The Past Chair will remain in this advisory position until the current 

     Chair is replaced and assumes this role. This position is only in effect at the current elected Board’s discretion. This position

     will be vacant in the event a new Chair is elected for a consecutive term unless otherwise voted on by the Board.

 

3. City and School Board Liaisons

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• The Board of Directors may include one (1) representative from the City of Smithville and one (1) representative from the Smithville School District to serve as ex-officio, non-voting members.

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• Purpose: These members shall serve as liaisons to facilitate communication and collaboration between the Chamber, the City, and the School District.

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• Appointment: These representatives shall be appointed by their respective governing bodies (City Council and School Board) and confirmed by the Chamber Board of Directors.

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• Participation: Liaisons are invited to attend Board meetings and provide reports relevant to the business and civic welfare of the Smithville area, but they shall not have the power to vote, make motions, or be counted toward a quorum.

 

ARTICLE IV

ELECTIONS

 

Section 1. Nominating Committee.

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At the September Board of Directors meeting each year, the Chair shall appoint, subject to Board approval, a Nominating Committee of four (4) members. To ensure a diverse perspective, this committee shall consist of two (2) current Board members and two (2) members from the general membership who are not currently serving on the Board. All committee members must be in good standing.

 

Section 2. Nomination Process and Deadlines.

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1.     Report of Committee: The Nominating Committee shall present a slate of candidates to the Board in October. Upon Board

         approval, the membership shall be notified of the slate via electronic communication no later than October 15th.

 

2.     Nominations by Petition: Additional candidates may be nominated by a written petition signed by at least five (5) members in

         good standing. This petition must be received by the President & CEO within ten (10) business days of the original slate

         announcement.

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3.     Determination: If no valid petitions are received by the deadline, nominations shall be closed. The recommended slate shall be

         declared elected by acclamation at the November Board meeting, and no formal ballot shall be required.

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4.     Contested Elections: If a valid petition is filed, a secret ballot (including absentee options) will be prepared. To ensure proper

         vetting, no floor nominations or write-in candidates shall be accepted on the day of the election.

 

Section 3. Terms and Staggering.

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1.     Members at Large: The three Member at Large positions shall be elected for a one (1) year term, not to exceed 

         three (3) consecutive terms.

 

2.     Officers: The officer positions will be for a term of two (2) years, not to exceed two (2) consecutive terms, with the exception of

         Treasurer which will not exceed four (4) consecutive terms.

 

3.     Staggered Elections: Elections for officers will be staggered with the Board Chair and Treasurer elected for terms beginning on

         odd-numbered years and the Chair-Elect and Secretary for terms beginning on even-numbered years. These two (2) year terms

         began in 2023 for the Board Chair and Treasurer and in 2024 for the Chair-Elect and Secretary.

 

Section 4. Seating and Transition.

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All newly elected Board members shall be seated at the November Board of Directors meeting as participating non-voting members. This period serves as an official orientation and onboarding window to ensure a smooth transition. New members shall be formally sworn in and granted full voting rights at the January Membership Meeting.

 

ARTICLE V

BOARD OF DIRECTORS

AUTHORITY AND RESPONSIBILITY

 

Section 1. Authority.

 

Control of all the affairs of the Chamber shall be vested in the Board of Directors, and the Board of Directors may adopt such policies, rules and regulations for conducting the business of the Chamber that are not in conflict with these bylaws. The Board shall approve, at its November meeting, the budget for the next calendar year. The President & CEO shall assist the Treasurer in the preparation of the budget.

 

The Board of Directors may approve a membership fee waiver to any current or prospective member of the Smithville Area Chamber of Commerce in exchange for valuable services or products provided to the Chamber. Any membership fee waiver shall be for a maximum of one year's dues. Unless renewed, any waiver would terminate effective December 31st of the year in which it is approved.

 

Section 2. Attendance.

 

It is expected that all members of the Board of Directors shall endeavor to attend all the regular and special meetings of the Board of Directors and of the membership. Any Board member unable to attend three (3) consecutive meetings may be removed from the Board of Directors, by action of a majority of the Board, and appointment may be made by the Board until the next election to fill the remainder of the unexpired term of the removed director.

 

Section 3. Appointed Officers.

 

The Board of Directors shall employ a President & CEO under such terms and conditions as the Board believes to be in the best interest of the Chamber and shall set the annual compensation for said President & CEO. The Board shall employ other employees from time to time as deemed in the best interest of the Chamber.

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Section 4. Donations

 

The Board may make donations to organizations or groups within the Smithville area to promote business or business education or charitable organizations within the Smithville area. Whenever possible, the Board shall make said contributions in the form of Chamber Cash, if available, to promote the Chamber and its members.

 

Section 5. Email Voting

 

Should it be necessary for action to be taken by the Board requiring a vote at other than its regular monthly meeting, then an email shall be sent to all board members by either the Chair or President & CEO. A member of the board, if warranted, shall make a motion by email, another member shall second the motion, and thereafter all members of the board shall vote by email in favor of or in opposition to the motion. The Secretary shall retain the emails to preserve the Board’s vote on the motion. Votes shall occur by email only if a record of the vote can be preserved.

 

ARTICLE VI

COMMITTEES

 

Section 1. Appointment and Authority.

 

The Chair, by and with approval of the Board of Directors, shall appoint all committees and committee chairpersons, unless the authority to appoint the chairperson is delegated by the Chair. Each committee may recommend additional members in addition to those appointed by the Chair. All committees shall submit their budgets for approval of the Board of Directors at the June board meeting.

 

Section 2. Limitation of Authority.

 

No action by any member, committee, 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. The Chair shall discharge ad hoc committees when the committee work has been completed and the reports accepted, or when in the opinion of the Board of Directors, it is deemed wise to discontinue any such committee.

 

Section 3. Standing Committees

 

1. Special Events Committee

 

This committee shall coordinate all Chamber hosted events. A dedicated account shall be established for the Events Committee. The committee shall be authorized to expend funds from their dedicated account in accordance with their approved budget without further action required by the Board of Directors. The dedicated account shall be reconciled, and funds reallocated at least annually, or when deemed necessary by the Board.

 

2. Outreach Program

 

The Outreach program shall be led by the President & CEO. Its purpose shall be to welcome new residents, both renters and owners, to our community. Chamber members may benefit by donating materials, promotional materials, etc. to the committee for distribution. The President & CEO will solicit membership participation. Members that participate will pay per visit/pickup and may include any promotional material the committee deems appropriate. Participating members will be billed quarterly by the President & CEO.

 

Section 4. Luncheon Sponsorships

 

1.     Commitment and Responsibility: Any member or entity that commits to sponsoring a Chamber luncheon or general membership

         meeting shall be responsible for fulfilling all financial and logistical obligations associated with that sponsorship.

 

2.     Cancellation and Fees: * In the event a sponsor must cancel their sponsorship, a cancellation fee of $200 shall be assessed to

         the sponsoring party.

 

a.     This fee is intended to cover administrative costs and the potential loss of revenue or programming for the Chamber.

 

3.     Transfer of Sponsorship: * A sponsor may seek a replacement sponsor to take over their commitment to avoid the cancellation

        fee.

 

a.     The proposed replacement sponsor must be a member in good standing.

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b.     Any such transfer of sponsorship is subject to the formal approval of the Board of Directors.

 

ARTICLE VII

FINANCES AND CONTRACTS

 

Section 1. Fiscal Year.

 

The fiscal year of the Corporation shall be from January 1 to December 31.

 

Section 2. Depositories.

 

The depositories of the Chamber shall be any federally insured financial institution located in Smithville, Missouri or the surrounding area as designated by the Board of Directors, with all said depositories being members of the Chamber whenever possible.

 

Section 3. Disbursements.

 

The Chair, Treasurer, and President & CEO are authorized to make disbursements of Chamber funds as to those monthly recurring expenses of the Chamber. Any transfers, withdrawals, or non-recurring expenses to be paid by the Chamber shall be subject to approval of the Board of Directors. Incidental contributions or payments of $100 or less may be made upon request by the President & CEO and approval by the Chair.

 

Section 4. Indebtedness.

 

Any indebtedness to be incurred on behalf of the Chamber shall only occur upon the approval by the majority of the Board of Directors. This prohibition does not apply to any indebtedness previously approved by the Board of Directors as part of the annual budget. That indebtedness may be paid for by the Treasurer or President & CEO, as required, without further action by the Board. No loans shall be made by the Chamber to any officer, director, or member, nor shall any of the monies or assets of the Corporation directly benefit any member, director, or officer merely because of their position. Nothing herein prevents members of the Chamber from transacting business with the Chamber.

 

Section 5. Tax Exempt Status

 

In any transaction of the financial business of the Chamber, no action shall be taken by or on behalf of the Corporation if such action would result in the denial of a tax-exempt status pursuant to either federal or state law.

 

Section 6. Contracts, How Executed.

 

The Board of Directors may authorize any officer or employee to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have the power to bind the Chamber by any contract or engagement or to pledge its credit or to render it liable financially for any purpose or in any amount.

 

ARTICLE VIII

INDEMNIFICATION

 

The Corporation may indemnify any director or officer of the corporation in the defense of any proceeding to which the director or officer was a party because he or she is or was a director of the Corporation. The Corporation may purchase and maintain insurance on behalf of the Board of Directors, Officers, President & CEO, and membership in respect to liability because of their actions on behalf of the Chamber consistent with these bylaws and in regard to the activities and functions of the Corporation.

 

ARTICLE IX

NON-DISCRIMINATION POLICY

 

The Chamber is an equal opportunity organization, which will make corporate decisions without regard to race, color, religion, sex, national origin, age, marital status, physical handicap, political affiliation, or any other non-merit factor concerning its members or clients.

 

ARTICLE X

AMENDMENTS

 

These bylaws may be amended or altered by a two-third (2/3) vote of those present at any regular meeting of the membership provided that the President & CEO shall have mailed or emailed notice of the proposed change to each member not less than ten (10) days prior to such meeting or shall have announced same at the regular membership meeting occurring the month prior to the proposed vote on said amendment or amendments.

 

ARTICLE XI

ENACTMENT

 

These bylaws, and any amendments thereto, shall become effective immediately following their adoption and, when so adopted, shall supersede all previous bylaws or amendments thereto, which are hereby annulled and repealed.

 

APPROVED BY THE GENERAL MEMBERSHIP on the 13th day of May 2026.                                                                                                         

 

 

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CHAIR

ATTEST:

 

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SECRETARY