The Berryville Chamber of Commerce exists to protect and promote the business community of the area. Membership and goals include not just Berryville, but the entire surrounding trade area.

ARTICLE I. BOARD OF DIRECTORS

SECTION 1. PERSONNEL, POWERS, AND DUTIES: The government of the Chamber, the direction of its work, and control of its property, shall be vested in the Board of Directors. There shall be 12 elective members of the Board, who shall be elected by the membership of the Chamber as hereinafter provided. The Board shall elect from the Board of Directors a President, a Vice-President, and a Treasurer, all of whom shall serve without remuneration. The employment of a Director, and the establishment of his responsibilities, duties, and authority, shall be the function of the Board of Directors. The Board shall have the power to fill all vacancies on the Board, whether officers or directors, between the annual elections, and those appointed shall serve out the unexpired terms of the person they succeed.

ARTICLE II. OFFICERS

SECTION 1. PRESIDENT: The principal officer of the Chamber shall be the President, who shall preside at all meetings of the membership and of the Board of Directors. The President shall perform all duties incident to the office and advise such action as deemed necessary to increase the efficiency and usefulness of the Chamber. The President shall hold office for one year, and shall not be eligible to hold such office again within one year after the expiration of the term of office. The President shall have authority to sign all contracts, notes, or other obligations of the Chamber and to execute mortgages, deeds, and deeds of trust, when so authorized by the Board of Directors. If the President serves in the first or second year of his three-year term, he shall serve the next year of his term as Past President. If he serves in his final year, he will be invited to remain with the Board in a non-voting, ex-officio capacity as Past President.

SECTION 2. VICE-PRESIDENT: The Vice-president of the Board shall act in the absence or disability of the President. The Vice-president will ascend to the position of President, subject to the approval of the full Board at the first regular meeting following Board elections.

SECTION 3. TREASURER: The Treasurer may be either a Board member, elected to the position, or a Chamber member serving in an ex-officio capacity. He will present a financial report at each monthly meeting. The Chamber will also contract for accounting services as needed.

SECTION 4. DIRECTOR: The Director shall be the chief administrative officer of the Chamber. It shall be the duty of the Director to conduct the affairs of the Chamber as dictated by the Board of Directors, within the framework of the By-laws and other written policy as might be established by the Board. The Director shall have complete authority over the day to day operation of the Chamber office within the limitations set forth by the above policies. The Director will also act as Secretary at Chamber meetings, and will maintain official minutes. The Director’s duties will be outlined in a procedures manual, subject to change at the discretion of the Board.

SECTION 5. SURETY BONDS: At the direction of the Board, surety bonds may be required for the President, Vice-president, Treasurer, or Director, the cost of which shall be paid by the Chamber.

ARTICLE III. STANDING AND SPECIAL COMMITTEES

SECTION 1. APPOINTMENT: The President shall appoint all Committee Chairmen and members subject to the approval of the Board of Directors. The Committee Chairmen are appointed to assist the President in coordinating the activities of each committee with other groups. Each Committee Chairman is the head of a committee of the Berryville Chamber of Commerce. Each Committee Chairman shall conduct the work of his committee as he deems necessary to facilitate the work of the committee and the Chamber.

SECTION 2. STANDING AND SPECIAL COMMITTEES: Such Standing Committees shall be created by the President of the Board, with the Board’s approval, as may be deemed necessary to carry on the work of the organization. Special committees shall be named when advisable to perform duties of a temporary or unusual character.

SECTION 3. EXECUTIVE COMMITTEE: Members of this committee will include the President, Vice-President, Treasurer, and Past President. This committee will have charge of all budget and finance matters of the Chamber, subject to the approval of the Board. Throughout the year, this committee will review all major procedural or financial changes before presentation to the full Board. Between regular meetings, the Executive Committee will have general control of routine Chamber business and finances. This committee will also appoint or remove ex-officio members of the Board, and shall make recommendations upon the hiring and firing of the Director.

SECTION 4. AUTHORITY OF OTHER COMMITTEES: Each Committee shall act within the approval of the Board. No Standing Committee shall represent the Chamber in advocacy of or in opposition to any matter without the specific confirmation of the Board. Each Standing Committee shall make recommendations to the Board, although once the Board agrees on the framework of a task, the responsible committee shall have as much autonomy as possible in carrying out its mission.

SECTION 5. COMMITTEE MEETINGS: Meetings of Standing or Special Committees will be at the discretion of the Chairman of each committee, who will ordinarily be a Board member appointed to the chairmanship of a committee. Committee members may include any Chamber members, whether business or individual. Board members other than the committee chairman may also be included, although the overall goal will be to enlist the efforts of the full Chamber membership and to avoid over-reliance on Board members. A quorum for committee meetings shall be a simple majority of the members of the committee. (DELETE THIS QUORUM REQUIREMENT? AFTER ALL, IF ONLY HALF THE COMMITTEE SHOWS UP, THEY’LL STILL HAVE WORK TO DO.)

Article IV. Meetings and Memberships

SECTION 1. REGULAR MEETINGS: The Board will meet monthly, on a regular basis as outlined in the operating protocol. Meetings shall be open to all Chamber members, and shall be publicized in advance. Any Chamber member wishing to have an item placed on the meeting agenda may contact the Director prior to the day of the meeting. A simple majority of the Board shall constitute a quorum. In addition to the items on the agenda, each meeting shall include an opportunity for each Board member to raise issues.

SECTION 2. SPECIAL MEETINGS: Other meetings of the Chamber membership may be authorized by the Board of Directors and called by the President or shall be called upon the written request of twenty members of the Chamber membership, or upon written request of a simple majority of the members of the Board, provided such requests specify the purpose for which the meeting is to be called. No business shall be transacted at any special meeting except such business as shall have been specified in the notice. The date of any special meeting shall be not less than three or more than fifteen days after the posting of a mailed notice to each member.

SECTION 3. MEMBERSHIP RATES AND QUALIFICATIONS: The rates for Chamber membership for businesses, individuals, and non-profit agencies shall be set at the first meeting following the election of new Board members, to take effect for the following year. Any changes to the classifications for membership may be made by the Board at any time. Any application for membership, either as a business or an individual, will be subject to Board approval.

ARTICLE V. ELECTIONS

SECTION 1. ELECTION OF DIRECTORS: Four Board members to serve three-year terms shall be elected annually by the Chamber membership. Business and individual members shall each have a single vote. No retiring Board member who has been elected to a full three-year term shall be eligible for re-election, although he will be eligible for election in the following year. Any Board member appointed to fill a vacant seat may be eligible for election when his term expires.

SECTION 2. ELECTION PROCEDURE: Ballots will be mailed to all members by October 1. Members will have two weeks to return the ballots. Each ballot will list the current Board members, and a separate listing of those leaving office. The ballot will also include a list of all those members eligible for election. (ALTERNATE PROCEDURE: HAVE BOARD NOMINATE MEMBERS, AND INCLUDE WRITE-IN BLANK) (ANOTHER POSSIBILITY: HAVE MEMBERS ELECT THREE AND LET BOARD ELECT ONE) The four members receiving the most votes will have the opportunity to accept election to the Board. If any of those should decline, the person receiving the next highest number of votes will be offered the Board position. Only one person from a single company may be elected each year, and no more than two Board members from a single company shall serve at any one time.

SECTION 3. COUNTING BALLOTS: The Director will count the returned ballots, which shall be retained for 30 days following the announcement of the results, in case any member of the Board or the general membership wishes to inspect them.

SECTION 4. ANNOUNCEMENT OF ELECTION RESULTS: The newly-elected members will be announced at the Chamber Banquet. They will have full voting authority at the November Board meeting, but will have no official duties until after January 1 of the ensuing year.

SECTION 5. ELECTION OF OFFICERS: At the first meeting following the election of new Board members, the Board will select a Vice-president and a Treasurer. The Board will also ratify the incoming President, or will select another President if the past year’s Vice-president does not receive Board endorsement as President.

SECTION 6. APPOINTMENT OF COMMITTEE CHAIRMEN: At the November and December Board meetings, the President, with the assistance of the Board, will appoint Chairmen for Standing Committees for the coming year. Each Chairman will receive a list of the general members who have expressed interest in a particular committee.

In operating protocol: schedule meetings at 1 p.m., third Thursday of the month, rotating the meetings among member restaurants with appropriate facilities. Release summary of each meeting to the media. List Standing Committees in protocol; SuperCow, ICS, Handcrafter’s Show, Parade, Golf, Membership, EDC In operating protocol, membership renewal form will include space to indicate participation in various Chamber projects.

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