Board of Directors
2018 Chamber of Commerce Board Board of Directors
Marcy Mermel, Change Unlimited
Dianne Jester, Bank OZK
Section 1: Composition of the Board
The Board of Directors shall be composed of fourteen (14) members, four (4) of whom shall be elected each year to serve for three (3) years, or until their successors are elected and have qualified. One (1) of the fourteen (14) positions shall be provided to a representative of the HSV Board of Realtors and will serve for one (1) year upon approval of their application by the Chamber Board of Directors. One (1) of the fourteen (14) positions shall be provided to the HSV Property Owner’s Association General Manager or Assistant General Manager and will serve for one (1) year upon approval of their application by the Chamber Board of Directors.
The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2: Selection and Election of Directors
- a. Election Directors shall be elected during December of each year and take office at the Annual Meeting held in January of the following year.
- Nominating Committee At the regular June monthly Board meeting the chairperson of the Board shall appoint, subject to approval by the Board of Directors, a Nominating Committee of three (3) members of the Chamber. The Chairperson of the Board shall designate the chairperson of the committee.
At the regular September monthly meeting of the Board, the Nominating Committee shall present to the Board a slate of candidates to stand for election for the vacancies caused by expiring terms. Each candidate must be an active member in good standing for one year and must have agreed to accept the responsibility of a directorship and be approved by the board. No Board member who has served two consecutive three-year terms is eligible for election for a third consecutive term. Otherwise, a period of one (1) year must elapse before eligibility is restored.
- Publicity of Nominations Upon receipt of the report of the Nominating Committee in October, the Board Chairperson shall notify the membership no later than October 31 of the names of persons nominated as candidates for directors. The notice shall also include the right of petition using the following procedure: Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least five (5) qualified members of the chamber. Such petitions shall be filed with the nominating committee within ten (10) days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
- Determination If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of Directors at their next Board meeting.
If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to limit the number of votes for candidates to the number of vacancies. The Board Chairperson shall send this ballot to all active members before November 1.
The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber office within ten (10) days.
- Judges The Chairperson of the Board shall appoint, subject to the approval of the Board of Directors, at least three (3), but not more than five (5) judges who are not members of the Board of Directors or candidates for election. One will be designated chairperson. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report in writing the results of the election to the Board of Directors. The Board of Directors shall at a duly called board meeting declare the candidates with the greatest number of votes elected.
Section 3: Ex-Officio Members
The Board of Directors may appoint ex-officio members to the Board and commissions who will be a non-voting member. The time to serve will be at the pleasure of the Board.
Section 4: Honorary Board of Directors
Members in good standing of the Chamber of Commerce may be appointed to the Board of Directors. This will be a non-voting position. The Board of Directors shall confer or revoke Honorary Board of Director status on an annual basis at the December Board meeting.
Section 5: Past Chairperson
The immediate Past Chairperson shall be an Ex-Officio member of the Board, as per Section 3, for the one-year period following their term. In the event the immediate Past Chairperson is currently serving as a Director with a term remaining, this Section does not apply.
Section 6: Of Counsel
The Board of Directors may annually appoint an “Of Counsel” non-voting member, who shall be an (practicing/former practicing) attorney. Time to serve will be at the pleasure of the Board.
Section 7: Vacancies
A member of the Board of Directors who shall be absent from three (3) regular meetings of the Board of Directors shall automatically be considered as their resignation from the Board unless the absence is excused by a majority vote of those voting at any meeting thereof.
Furthermore, any Director may be removed from the Board by a 2/3 vote of the current Board of Directors.
Vacancies on the Board of Directors, or among the officers, shall be filled by the Board of Directors by a majority vote.
Section 8: Management
The Board of Directors shall employ an Executive Director and shall fix the salary and the consideration of employment.
The Executive Director shall see that all books, reports and certificates as required by law are on file.
The Executive Director may execute checks and drafts of the organization provided they are countersigned by one of the designated elected officers of the organization. The Executive Director may also be provided the use of a debit or credit card at the Board’s discretion.
The Executive Director shall be present at all board and membership meetings, committee and special meetings as appropriate, serving as a non-voting resource person. The Executive Director shall have such powers as may be reasonably construed as belonging to any executive of any organization.