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By-Laws of the Indiana Chamber Executives Association, Inc.

Article I Name

Section 1. The name of this organization shall be the Indiana Commerce Executives Association, Inc.. dba. the Indiana Chamber Executives Association (ICEA).

Article II Purpose

Section 1. The Indiana Chamber Executives Association assists in building dynamic local chambers of commerce in Indiana by delivering top-quality professional development resources. The organization shall be non-sectarian, non-partisan and non-profit.

Article III Membership

Section 1. Voting. Any individual currently and actively engaged, full-time or part-time, as an employee of a Chamber of Commerce shall be eligible for membership. The membership is to be held in the name of the organization.

Section 2. Professional members shall be those who, upon payment of dues as determined by the Board of Directors, are:
• Employed in any staff capacity by chambers of commerce with headquarters in the State of Indiana., and;
• Chief volunteer leaders of non-staffed chambers of Commerce in Indiana Professional members have voting privileges, are eligible to serve on the ICEA board and hold office.

Section 3. Associate members shall be those who, upon payment of dues as determined by the Board of Directors, have:
• Retired from the chamber profession;
• Previous Professional members who have moved to chamber management positions outside Indiana, and
• Those representing businesses or non-chamber organizations supportive of or allied with the mission and work of ICEA and the local chambers of commerce in Indiana. Associate members shall not be eligible to vote or hold office.

Section 4. Honorary members: ICEA members and other individuals who have distinguished themselves through exceptional leadership and service to ICEA and the chamber of commerce profession are eligible for consideration and, upon a favorable vote of the Board of Directors, shall be bestowed with Honorary membership, in accordance with rules and procedures established by the Board of Directors.

Article IV Dues

Section 1. Membership dues shall be established by the Board of Directors. July 1 shall be the beginning of the fiscal year and all membership dues shall be due and payable as of July 1. It shall be the responsibility of the Vice-Chair of Organization Finance and Development to submit to each member a statement of dues 30 days prior to July 1 of each year. In the event the organization has not received payment of dues within 60 days from due date, the Chairman of the Board or his/her designate shall make a personal contact with the delinquent member. After 90 days from the due date, the member shall be automatically given written notice of cancellation. The delinquent member may appeal the cancellation to the Board of Directors in writing.

Article V Board of 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 assets. The Board of Directors shall consist of 11 voting members. The 11 voting members shall include: the immediate Past Chair; Chairman of the Board; Vice-Chair for Professional Development; Vice-Chair for Conference Planning; Vice-Chair for Organization, Finance & Development; Vice-Chair for Membership; and an Indiana State Chamber of Commerce representative. Additionally, there shall be at least one Director representing each of the six regions. The remainder will be at-large. Three members shall be elected by the membership each year for a three-year term. The immediate Past Chair shall serve as a member of the Board of Directors for one year as a voting member. No member of the Board of Directors may serve more than two consecutive elected terms.

Section 2. Nominating Committee: The Chairman of the Board shall appoint a Nominating Committee consisting of up to five (5) persons, including two (2) representatives from the Board of Directors, neither of whom is up for re-election; and three (3) non-Board professional members of ICEA. The nominating committee shall be chaired by the most immediate & available past Chairman of the Board. This committee shall be charged with identifying and proposing a slate of candidates to fill Board vacancies. The nominating committee will also make the recommendation for the next Chair of the Board, as specified below. Once elected, it is the responsibility of the Chair of the Board to appoint, with Board approval, four divisional vice-chairs from the remaining Board members.

Section 3. Assumption of Office: Directors and officers of this association shall assume office on the first day of each fiscal year. Newly elected directors will be included in organizational planning sessions that will take place prior to the first day of the fiscal year.

Article VI Officers

Section 1. The officers of the organization shall consist of a Chair of the Board to be recommended by the nominating committee, voted on by the Board of Directors and approved by the membership; Vice-Chair for Professional Development; Vice-Chair for Conference Planning; Vice-Chair for Organization, Finance & Development; and Vice-Chair for Membership. The elected chair shall appoint his/her vice-chairs to hold office during the ensuing fiscal year. The Chair shall not be eligible to succeed himself/herself and The Vice-Chair for Organization, Finance & Development or the financial designee shall be bonded.

Reviews & Audits: Accounts of the association shall be compiled annually by a professional accounting firm authorized by the Board of Directors. From time to time the Board may, at its discretion, direct that an audit or review of the association’s financial records be conducted. The results of such reviews or audits shall be presented to the Board as soon as practical after completion.

Immediately after the election of officers closing of the fiscal year, at the annual meeting of the Board of Directors, the Board shall authorize an audit and or a financial review, made by a committee appointed by the Vice-Chair for Organization Finance & Development. The audit and or financial review results shall be reported to the Board of Directors within 45 days of the annual meeting, within 90 days of the end of the fiscal year. The Chair shall submit to the Board of Directors within 30 days prior to the start of the fiscal year after the audit and or financial review a proposed budget showing receipts and expenditures for the ensuing year.

Article VII Meetings

Section 1. There shall be at least two membership meetings of the organization annually. an annual meeting, which shall be held as soon as possible after the close of the fiscal year (June) and a mid-winter meeting. Special membership meetings may be called by the Board of Directors or by a petition signed by not less than 12 members. Written notice of any membership meeting must be given to the members at least seven days in advance. Twenty-percent of the paid membership shall constitute a quorum at a general membership meeting.

Article VIII Committees

Section 1. The Chair of the Board 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 Chairman. The Chairman shall be an ex-officio member of all committees. The committee has only that authority which is specifically granted to them by the Board of Directors and a committee will not make any public statement as to policy or the organization without prior approval of the Board of Directors. The committee may spend only funds specifically authorized by the budget of the Board of Directors.

Article IX Amendments

Section 1. Section 1. These by-laws may be amended, altered, or repealed by:

a) The written or oral vote of a majority of the voting members of the Association present at any regular or special meeting of the membership, or

b) A majority of the members voting in a mail or a form of electronic communication referendum of the entire Professional membership. For either method, the Vice Chair of Organization, Finance and Development shall see to it that such a notice of the proposed change is provided to each member at his or her last known point of contact not less than ten (10) days prior to recording such vote. These by-laws may be amended at any general membership meeting provided seven days written notice has been given of the meeting and provided the proposed changes, along with the present by-laws shall accompany the meeting notice.

Article X Dissolution

Section 1. This organization shall use its funds only to accomplish the purposes as specified in these by-laws and no part of these funds shall incur or be distributed to the members of the organization. Prior to the dissolution of the organization, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations as defined in 501(c)3 of the IRS code, to be selected by the Board of Directors.

Revised August, 2001 Name amendment changed from the Indiana Commerce Executives Association to Indiana Chamber Executives Association presented and accepted in August, 2003

Change of executive board titles presented and accepted in 2005

Revised to reflect updated mission, statement of purpose on March, 2007