SECTION 1. The name of this organization shall be the Spring Green Area Chamber of Commerce, Inc. and its location and principle address shall be in Spring Green, Sauk County, WI.

SECTION 2. The Spring Green Area Chamber of Commerce, Inc. is organized for the purpose of advancing the commercial, industrial, and civic interests of this community and area. It is empowered to enter into any and all lawful contracts, agreements or negotiations, advisable or proper to a realization of this purpose.

SECTION 3. This Chamber in its activities shall be nonpartisan, nonsectional, nonsectarian and shall take no part in, or lend its support to the election or appointment of any candidate for federal, state, county or local government office.

SECTION 4. This Chamber shall be non-stock and non-profit, no dividends or pecuniary benefits shall be declared or paid to any members thereof, and no part of any net earnings shall inure to the benefit of any private member or individual.

ARTICLE II - MEMBERSHIP

SECTION 1. Any person, firm, association, corporation, partnership or estate in good standing, interested in the commercial, industrial, agricultural, educational and civic progress of this area shall be eligible for membership. 

SECTION 2. Members shall be approved by the Board of Directors and shall tender dues for the current year.  Membership will be reviewed annually.

SECTION 3. Each member shall pay annual membership dues, in full, on the first day of the fiscal year. Members approved during the fiscal year shall pay pro-rata for the months remaining in the fiscal year.

SECTION 4. Any person, firm, association or corporation holding memberships shall have the right at any time to change its representative upon written notice to the Chamber.

SECTION 5. If any member shall fail to pay their dues within thirty days after the due date, the treasurer shall give them a written notice of delinquency. If at the end of the thirty days thereafter they still remain delinquent, their membership shall be temporarily suspended pending payment of his dues or final action of the Board of Directors.

SECTION 6. Any member may be expelled by affirmation vote of three-fourths of the Board of Directors for non-payment of dues or other conduct detrimental to the purpose for which this Chamber is organized.

SECTION 7. All resignations shall be tendered to the Chamber in writing. A resignation received after dues payment is due shall not relieve the resigning member from liability for the dues of the year entered.

SECTION 8. Distinction in public affairs shall confer eligibility to honorary membership. Honorary membership shall include all the privileges of Level B membership, except that of holding office, and with exception from payment of dues. Election to honorary membership shall require the affirmation vote of the majority of the Board of Directors.

ARTICLE III - BOARD of DIRECTORS

SECTION 1. The government of the Chamber and the direction of its work shall be vested in a Board of Directors consisting of nine (9) members, elected by ballot of the members present at the Annual Meeting. Each director shall serve a term of three years and until his successor is elected. One-third the total number of directors
shall be elected each year; provided however, that at the first general membership meeting the total number of directors shall be elected, one-third of whom, chosen by lot, shall serve until the next annual meeting, and one-third shall serve an addition year, and one-third shall serve for two additional years. No member of the Board of Directors, who has completed a three-year term, shall be eligible for reelection until after a lapse of one year after the completion of their term. The board of directors has the power to fill all vacancies on the board of directors. The appointed director filling a vacancy shall serve only for the unexpired term of the director they are replacing. 

SECTION 2. A nominating committee of not less than three members shall be appointed by the president thirty days prior to the election, whose duty shall be to nominate from the membership of the Chamber twice as many members to be voted on for members of the Board of Directors as there are vacancies on the Board of Directors
to be filled. The nominating committee shall file a list of nominees recommended with the Secretary (Secretary-Manager) not later than fifteen days before the election. Other nominations, than the ones recommended by the committee, may be made by any member from the floor, or by filing the name of the nominee with the
Secretary (Secretary-Manager). The Secretary (Secretary-Manager) shall mail to all members of the Chamber, ten days prior to the election, a list of the nominees recommended by the nominating committee and any other nominees filed with him. All voting shall be by ballot. A number on nominees corresponding with the number of
directors to be elected who receive the highest number of votes shall be declared elected.  In the event of a tie, a coin will be flipped to decide the winner of the election.

SECTION 3. The president may appoint a committee of five judges who are not members of the Board of Directors or candidates for election which will have supervision of the election until the results are ascertained.

ARTICLE IV - OFFICERS

SECTION 1. Within ten days after the annual election, the directors shall meet and elect officers for the ensuing year. The officers shall consist of a president, vice-president, a secretary (secretary-Manager) and a treasurer. The President and the Vice-
President shall be elected from the members of the Board of Directors. The Secretary (Secretary-Manager) and the Treasurer may be elected from the members of the Board of Directors or from the membership of the Chamber.

SECTION 2. The Board of Directors shall be authorized to appoint an Executive Committee, which shall consist of the President, the Secretary (Secretary-Manager) and the Treasurer and shall be empowered to act as directed by the Board of Directors.

SECTION 3. The President shall preside at all meetings of the Chamber and the Board of Directors, and perform all duties incident to this office.

SECTION 4. The Vice-President shall act in the absence of the President. In the absence of both the President and the Vice-President, a member of the Board of Directors be chosen to act temporarily.

SECTION 5. The Secretary (Secretary-Manager) shall conduct the official correspondence, preserve all books, documents and communications, keep books of account, and maintain accurate record of the proceedings of the Chamber of the Board of Directors’ meetings.

SECTION 6. The Treasurer shall receive and disburse the funds of the Chamber. All Disbursements must have prior approval of the appropriate committee chairmen. In the absence of committee chairmen, Board approval is required. The Treasurer shall render such statements and accounts as may be required of the Board of Directors.

ARTICLE V – COMMITTEES

SECTION 1. The President shall appoint all committees, subject to the confirmation by the Board of Directors, and he shall be and ex officio member of all committees.

SECTION 2. The Board of Directors shall authorize and define the powers and duties of all committees.

ARTICLE VI – MEETINGS

SECTION 1. The Board of Directors may provide for holding membership meetings whenever it may be considered necessary and desirable.

SECTION 2. The Board of Directors shall call a membership meeting upon petition signed by not less than ten percent of the members.

SECTION 3. The Annual Meeting of the Chamber shall be held as soon as practicable after the close of the fiscal year, at a time and place to be determined by the Board of Directors.


SECTION 4. Twenty percent of the members in good standing shall constitute a quorum at all meetings.

SECTION 5. Notice of each annual meeting and special meeting of the members shall be given to the Secretary (Secretary-Manager) by mailing a written notice thereof at least 5 days in advance of such meeting to each member at his last address as shown on the books of the Chamber, or by delivering such notice personally to the member at least 5 days before the meeting, or electronically; such notice in each case to designate the time and place of the meeting, and in case of special meetings, to state generally the business to be considered at the meeting.

SECTION 6. Regular meetings of The Board of Directors shall be held monthly if possible at a time and place designated by the Board of Directors. Special meetings of the Board of Directors shall be held upon call of the President or upon request of any members of the Board of Directors to the Secretary (Secretary-Manager), who shall notify all
members of the Board of Directors. A quorum at any meeting of the Board of Directors shall be majority of the Board of Directors.

ARTICLE VII – FISCAL YEAR

SECTION 1. The fiscal year shall end the 30th day of September.

ARTICLE VIII – AUDIT

SECTION 1. The Board of Directors shall Authorize an audit of the records of the Chamber and its committees at the close of each fiscal year.

ARTICLE IX – PARLIAMENTARY PROCEDURE

SECTION 1. All meetings of the Chamber and the Board of Directors shall be conducted according to the latest edition of Robert’s “Rules of Order”.

SECTION 2. All questions of parliamentary procedure shall be determined according to the latest edition of Robert’s “Rules of Order”.

ARTICLE X – AMENDMENTS

SECTION 1. These By-Laws may be amended in the manner authorized by law at the time of amendment.