Constitution & ByLaws

Constitution and ByLaws

Avilla Chamber of Commerce





 The name of the organization shall be the Avilla Chamber of Commerce, Inc., (hereinafter sometimes referred to as “the chamber”)


ARTICLE II — Purpose and Objective

 To encourage, foster and stimulate commerce, trade, business, finance and professional interest; to eliminate and reform abuses in such areas; to stimulate, encourage and promote cooperation and friendly exchange among businessmen; to promote, advance and stimulate civic, business, commercial industrial and agricultural interests and general welfare of Avilla; to acquaint and to inform the public as to its objectives and to stimulate other civic, educational, commercial, industrial, social and public features as well as foster, encourage and stimulate these purposes.



 This organization shall be nonpartisan


ARTICLE IV — Amendments

 This constitution may be amended at any time as prescribed by the By-Laws.


ARTICLE V — Membership




    Section 1.  A person doing business or any adult resident of the town of Avilla or the surrounding area may be eligible for membership upon payment of the annual dues.


    Section 2.  A business shall be declared a member of the Avilla Chamber upon payment of the annual dues, and the verification that their business or organization is registered with the Indiana Secretary of State.


    Section 3.  The annual dues for each business or individual shall be:  $25 individual (non-business owner) and Non-Profit Organization, $50 for Commercial or Professional 1-5 employees, $100 Commercial or Professional 6+ employees, Industrial 1-25 employees, $150 Industrial 26-50 employees, $200 Industrial over 50 employees.  Dues are payable on or before the anniversary date of their application.


    Section 4.  Upon the signed recommendation of three members, seconded by another member and by the majority vote by ballot, honorary annual membership may be conferred upon a business or an adult resident who shall have rendered notable service to the organization or community.  


    Section 5.  The Chamber shall have all the powers necessary to carry out the purpose and objective as stated in stated Article II.  Nothing herein authorizes the Chamber, directly or indirectly, to engage in any activity inconsistent with I.R.C. 501c ( 6 ) and the Indiana Non-Profit Corporation Act of 1991.  


    Section 6.   No part of the net earnings shall inure to the benefit of any private member or individual.  The property of the Chamber is irrevocably dedicated to the purposes set forth above. If the Chamber is liquidated, dissolved, or abandoned, any assets remaining after payment of all debts and liabilities shall be paid as set forth in Article VIII (Amendments and Dissolution).


ARTICLE II — Officers

Section 1.  Officers of the Avilla Chamber of Commerce, Inc., shall be President, Vice President, Treasurer and Secretary.


Section 2.  At the regular meeting held on the second Monday of May, a nomination committee of three members shall be appointed by the president or elected by the organization.  It shall be the duty of this committee to nominate candidates for the offices to be filled at the June meeting. Before the election at the June meeting, additional nominations from the floor shall be permitted.


Section 3.  Nominees must be a paid member in good standing.


Section 4.  The officers shall be elected by ballot to serve for one year or until their successors are elected.  Their term shall begin on the first day of July, unless the position has been vacant, in which case, the term shall begin immediately following the election.


Section 5.  No member shall hold more than one office at a time and no member shall be eligible to serve more than two terms concurrently in any elected office, unless no other candidates are available, except as provided in Section 7 of this article.


Section 6.  The officers shall serve without compensation, but may be reimbursed for expenses they incur while conducting the operation of the Chamber.


     Section 7.  Any officer may be removed by the membership, with or without cause at a meeting of the membership called for that specific purpose, by a vote of the majority then qualified to vote.  The position of any officer so removed shall be vacant until a successor is chosen.


    Section 8.  Duties of the officers.  The duties of the President shall be to lead the monthly meetings, review and approve expenses of the Chamber, promote the Chamber, lead the Chamber in carrying out the purpose and objective of the Chamber, both as defined by the majority of the membership and as he or she sees fit, attend meetings as a representative of the Chamber and file the annual business entity report with the Secretary of State.  The duties of the Vice President shall be to promote the Chamber, attend meetings as a representative of the Chamber and to support the President as needed. The Vice President shall also have the secondary responsibility to ensure the annual tax paperwork is filed; state and federal. The duties of the Treasurer shall be to make deposits and disbursements, maintain the financial records and report such at regular meetings and provide receipts as necessary.  The Treasurer shall also have the primary responsibility to ensure the annual tax paperwork is filed; state and federal. The duties of the Secretary shall be to record the minutes of meetings and provide a copy for posting on the website, mail hard copies of minutes, flyers, announcements, etc., to members as needed and attend meetings as a representative of the Chamber. The Secretary is also responsible for maintaining membership records and sending renewal notices as well as receipts.


    Section 9.  Each officer, at the end of their term, must provide all Chamber records, files and documents they possess to their successor before the regular meeting immediately following the election or resigning their position.  In the event that there is no successor, the records, files and documents are to be provided to any of the existing officers. In the case of Section 7, the records, files and documents shall be provided to an existing officer within one week of the removing vote.  Records, files and documents include, but are not limited to, anything needed to perform the tasks of the position held: user IDs, passwords, paperwork, keys, USBs, discs, binders, etc.


ARTICLE III — Directors

Section 1.  Number. The property, affairs, activities and concerns of the chamber shall be vested in the Board of Directors (hereinafter referred to as the “Board”) consisting of the elected officers for the current year and an active past president.


Section 2.  Duties of Directors.  The board shall be responsible for the control and management of the affairs, property and interest of the chamber.  In conjunction therewith, the board may (1) hold meeting at such time and place that it thinks proper. (2) appoint committees on particular subjects from members of the chamber, (3) audit bills and authorize disbursement of the funds of the chamber, (4) print and circulate documents and published articles, (5) carry on correspondence and communicate with other associations interested in the chamber (6) devise and promote the objective of the chamber and to best protect the interest and welfare of the members.


Section 3.  All officers have to be notified at least 7 days in advance of the time and place for the meeting.


ARTICLE IV — Meetings

Section 1.  The regular meeting of the Avilla Chamber of Commerce, Inc., shall be held on the second Monday of each month unless otherwise ordered by the group.


Section 2.  The regular meeting on the second Monday of June shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of the officers and committees and for other business that may arise.


Section 3.  A special meeting may be called by the president and shall be called upon by written request and/or public notice to all members of the chamber.  The purpose of the meeting shall be stated in the call. Except in the case of emergency, at least three days notice shall be given.


Section 4.  One director and two members shall constitute a quorum.


ARTICLE V — Committees

    Section 1.  Such other committees, standing or special, shall be appointed by the president of the Avilla Chamber of Commerce, Inc., from time to time as shall be deemed necessary to carry on the work of the Avilla Chamber.  The president shall be an ex official member of all committees except the nominating committee.



    Section 1.  Each business membership is allowed one vote.  Each individual membership is allowed one vote.


    Section 2.  On any given vote, a majority of the paid members present shall be necessary to pass a motion.  Votes shall be taken by ballot, by raise of hands or by standing. The secretary (or persons appointed by the president) shall count the votes and report to the president the results of the vote.


ARTICLE VII — Order of Business

    Section 1.

  1. Roll Call
  2. Reports of the officers
  3. Reports of the standing committees
  4. Reports of the special committees
  5. Communications
  6. Unfinished business
  7. New Business
  8. Good of the order
  9. Announcements
  10. Program
  11. Adjournment


ARTICLE VIII — Amendments and Dissolution

    Section 1.  The bylaws may be amended at any regular meeting of the chamber by a two-thirds vote of the members present, provided that the amendment has been submitted in writing at the previous meeting.


    Section 2.  The Chamber can be dissolved by a two-thirds vote of the registered membership at a meeting called for that purpose.  Assets shall be distributed as stated in the Articles of Incorporation.


Updated and Approved: April 14, 2018