Depart Rapid City at 8:30 and Keystone at 9:00am.
Private Tour Available
Open-Top-Tours is designed to be unique. We provide Black Hills tours using comfortable distinctive convertible top tour vehicles.
Tours that include historical information and a personalized exp
We pick up at your hotel for free (Keystone and Rapid City only). Or meet us at the National Presidential Wax Museum in Keystone (East Lot) at 9:00am. 609 Hwy 16A, Keystone (ok to park in back of lot)
ARTICLES OF INCORPORATION
The undersigned, being three or more natural persons of the age of 21 years or more, at least a majority of whom are citizens of the State of South Dakota, so hereby adopt the following Articles of Incorporation, and establish a corporation not for profit under the laws of the State of South Dakota.
The name of this corporation shall be The Keystone Chamber of Commerce.
The period of duration of this corporation shall be perpetual.
This corporation is organized for the purpose of advancing the economic, industrial, professional, cultural, and civic welfare of the Keystone area, and to:
The membership of the corporation shall consist of different classes as defined in the by-Laws. The qualifications, and eligibility requirements and the rights of each class of membership shall be set forth in the By-Laws of the corporation.
An annual meeting of the membership of the corporation shall be held in September, at a time and place to be decided by the Board of Directors.
The post office address of the corporation’s principal office is Box 653, Keystone, South Dakota. The name of its registered agent is Temple Estrada. The post office address of its registered agent is 23181 Custer Trails Road, Rapid City South Dakota.
The number of directors of this corporation shall be no less than six (6) nor more than nine (9). The Board of Directors shall be elected as prescribed in the By-Laws of the corporation.
The names and post office addresses of the first Board of Directors is as follows:
Leo Toskin Keystone, South Dakota
Bruce Schultz Keystone, South Dakota
Dennis Kenyon Keystone, South Dakota
Patricia Hoffman Keystone, South Dakota
Gladys Wax Keystone, South Dakota
Louie Rohde Keystone, South Dakota
Bill Hopkins Keystone, South Dakota
The names and post office addresses of the Incorporators are as follows: Louie Rohde Keystone, South Dakota
Patricia Hoffman Keystone, South Dakota
Ronald Hanson Keystone, South Dakota
Ivan Neilson Keystone, South Dakota
Karen Boland Keystone, South Dakota
The elected officers of the Corporation shall consist of the President, Vice President, Secretary and Treasurer. With the exception of the President, they shall be elected annually by a majority vote of members present by secret ballot including absentee ballots. The President shall be elected by the ascending of the Vice President to the office of President. The newly elected Board of Directors shall cast the Vice President ascension vote. In the event the Vice President does not receive the majority vote, the office of President shall be elected in the same manner as described for electing a Director in the By-Laws of the Corporation. The duties of the officers of the Corporation shall be set forth in the By- Laws.
Voting by the membership of the Corporation shall be prescribed in the By-Laws.
This corporation is one which does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes to accomplish the objectives and purposes specifies in these Articles of Incorporation, and no part of any net earnings thereof shall inure to the benefit of any member or other individual. On the dissolution of the Corporation, any funds remaining shall be distributed to one or more regularly organizes and qualified, educational, scientific, or philanthropic organization to be selected by the Board of Directors.
These articles may be amended in the manner authorized by law and prescribed by the By-Laws at the time of amendment.
KEYSTONE CHAMBER OF COMMERCE BYLAWS
This organization is incorporated under the state laws of South Dakota and shall be known as the Keystone Chamber of Commerce hereafter referred to as the Association.
This Association is organized for the purpose of advancing the economic, industrial, professional, cultural, and civic welfare of the Keystone area including to:
Section 2 — Limitation of Methods
The Association shall be nonprofit, non-partisan, nonsectarian, and nonpolitical.
In the event a membership decision is in question, the Board of Directors will decide eligibility.
Memberships approved by the Board will begin upon payment of the prescribed membership investment.
Membership dues shall be at such rate or rates, schedules, or formulas as may be from time to time recommended by the Board of Directors and submitted to the membership for approval by a majority vote.
Every Full Member of the Association including Board of Directors in good standing is entitled to vote in person. Each member of the Association shall be entitled to one (1) vote. All elections and all questions are decided by a simple majority vote of the persons registered in person unless specified otherwise elsewhere in the bylaws.
The annual meeting of the Association shall be held in September, at a time and place to be decided by the Board of Directors and notice thereof communicated through phone, mail, or technological means at least ten (10) days prior to the said meeting.
The president may call general meetings of the Association at any time or upon petition in writing, telephoning, or electronic means of any ten (10) members in good standing.
At any duly called General Meeting of the Association, a simple majority of the board shall constitute a quorum.
There shall be a minimum of one (1) official meeting each month of the general membership during the months of May through October, and any additional meetings can be called as required by BYLAWS Article IV, Section 2.
The Board of Directors shall be composed of no less than six (6) and no more than nine (9) members including duly elected officers and directors prescribed herein. Board of Directors will serve two (2) year terms, with no more than half the board exiting in the same year. Board of Directors may serve no more than six (6) consecutive years. If no members seek terms on the Board of Directors nominating, the current board may elect or appoint for the vacant positions as prescribed in Article V, Section 6 – Vacancies. The balance of the Board shall be made up of duly elected officers: President, Vice President, Treasurer, Secretary. The Immediate Past President shall serve on the Board of Directors in an advisory role for the term of one (1) year following their final term. This position will be a non-voting post and shall not be considered towards the composition of the board, but may cast a deciding vote when a matter before the board is deadlocked.
Members, Board of Directors, or Committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof, or all of the directors, or all of the members of the committee of directors, as the case may be. Signatures may be transmitted by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile.
Individual Directors are elected by the membership by ballot.
They shall perform duties as prescribed in the bylaws in two (2) capacities, as a voting member of the Board and as an individual.
As a Board, Directors perform essentially a legislative function. As such, they shall make all policy decisions of the Chamber, but from time to time may direct a poll of membership when considered desirable as a guiding influence. They shall specifically:
As individuals, each Director is expected to:
It is essential that members of the Board of Directors attend as many meetings as possible in order for the Association to conduct its business. A board-attendance problem occurs if any of the following conditions exist:
If an attendance problem occurs, the Board President will promptly notify the member and request an explanation for the attendance problem. The Board will decide what actions to take regarding the board member’s future membership on the board at Board meeting following the meeting that triggered the attendance problem. If board member leaves the Board, Board will promptly initiate a process to replace the board meeting in accordance with the bylaws.
Prior to July 25 of each year, the membership shall designate members and a chairperson from the Association members in good standing to serve as a Nominating Committee.
Prior to August 15 of each year, the Nominating Committee shall present to the President a slate of candidates to replace the Directors and Officers whose terms are expiring this year. The Committee shall have requested nominations from the membership and confirmed the fact by personal contact that the candidates are willing to accept responsibility.
No less than ten (10) days prior to the Annual Meeting of each year, the President with the assistance of the Vice President shall have reviewed the report of the Nominating Committee and have notified the membership by mail or electronic methods of the names nominated for Directors and Officers. A list of the nominees shall be kept on file in the Chamber of Commerce office for member inspection.
Additional names of candidates for Directors and Officers can be placed in nomination. at the time of elections. All candidates must be in good standings with the Association at the time of nomination. Names placed in nomination at the time of the election will follow the procedure as outlined in the revised edition of Robert's Rules of Order. It shall be the duty of the Nominating Committee to see that the election of members of the Board of Directors and Officers at the forthcoming election of Directors is carried out according to the terms and conditions of the bylaws. Those duties include making sure that adequate members are available, that all votes of the members eligible to vote are properly tallied and canvassed, and to declare the true results of said election are recorded. Voting shall take place by secret ballot.
Vacancies on the Board of Directors resulting in fewer than six (6) Board members shall be filled by a majority vote of the Board of Directors. Board of Directors may elect to reject filling a vacancy if composition of Board remains at or above six (6) members. Appointees for vacancies must adhere to Article V. If any member of the Board of Directors fails to attend a board meeting for three (3) consecutive months, the President shall, in writing, call such failure to his or her attention. If a satisfactory explanation is not received within thirty (30) days, that individual shall cease to be a member of the Board; the vacancy thus created shall be filled as provided here.
The government and policy-making responsibilities of the Association shall be vested in the Board of Directors, which shall manage its property, be responsible for its finances, and direct its affairs. This power will include the authority to dispose of and acquire property, to invest monies, and incur indebtedness.
The elected officers consist of the President, Vice President, Secretary, and Treasurer. The officers shall be elected by a majority vote of qualified members present. Terms will be two (2) years. New Board Directors and Officers will take office effective immediately after their election.
Incorporation. The President serves as the chief voluntary executive and shall be responsible to make certain that policies established by the Board are put into effect and carried out as may be appropriate. The President shall also recommend any changes in procedures and policies as appropriate to the Board.
With the approval of the Board of Directors, together with the Vice President, the
President shall sign all deeds, contracts, and other instruments affecting the operation of the Association or any of its properties. The President shall serve as chair of the newly constituted Board of Directors until a President for the succeeding year is elected and the position accepted.
The President shall serve as chair of the Board of Directors and call it to meeting between those of the full Board as necessary to ensure effective action.
The President shall preside at all meetings of the full Board and be responsible for presenting an agenda to each, based on the promise that each member of the Board be as fully informed on Chamber activities as possible.
The President shall, at the first meeting of the full Board following his or her election, present an Annual Work Plan for the year. In developing the Annual Work Plan, the President shall consult with all Officers and such others as may be necessary.
Board members shall receive no compensation for carrying out their duties as board members. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
The Board shall authorize and define the powers and duties of all standing special committees except those committees whose functions are set forth in these bylaws. Committee chair and members shall serve at the pleasure of the President and in no event, shall their term exceed the term of the President. In no event shall a member chair a given committee for more than three (3) years unless specifically approved by the Board of Directors.
It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.
The Budget and Finance Committee shall prepare a budget of estimated income and expenditures. This will be approved by the Board of Directors prior to the Town of Keystone Budget Hearings in August of each year. The proposed budget will be revised if necessary and finalized at the October General Membership meeting. As passed by the membership, this budget shall serve as the appropriation measure for the Association but may be revised as needed by the Board of Directions. Membership will be notified of this action, and the reasons for this action. No committee may exceed its appropriation without prior consent of the membership
The Treasurer and the committee shall be responsible for determining the ways and means by which the budget requirements are met.
All money received by the Association shall be placed in a general operating fund. Special accounts or funds may be established with the Board of Directors' approval. The official bank will be designated at the discretion of the Board of Directors.
No obligation or expense shall be incurred and no money shall be appropriated without prior approval of the Board of Directors.
Section 3 — Fiscal Year
The fiscal year of the Association shall be from January 1 to December 31.
An audit can be called for if deemed necessary by a majority vote at a general membership meeting.
The proceedings of the Association shall be governed by and conducted according to the latest Robert's Rules of Order as revised.
The Association shall use a corporate seal of such design as adapted by the Board of Directors.
The Articles of Incorporation and these bylaws may be amended by a two-thirds (2/3) vote of members present at any regular or special meeting of the Association called for that purpose. Full explanation and a complete listing of all proposed changes shall be mailed to the voting membership at least fifteen (15) days prior to the Board of Directors or membership meeting.
The Board of Directors may appoint an Executive Director upon such terms and conditions it deems proper.
The Executive Director, upon appointment, shall serve at the pleasure of the Board and shall be responsible for the conduct of the business of the Association within its prescribed policies. The Executive Director has no voting rights.
The Executive Director will report to the President and will be responsible for hiring, assigning, supervising, and terminating employees of the Association according to the policies established by the Board.
Dissolution. The Keystone Chamber of Commerce shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds
shall be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
Upon termination or dissolution of the Keystone Chamber of Commerce any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of Keystone Chamber of Commerce were approved by the Board of Directors and Membership on August 16, 2018 and constitute a complete copy of the Bylaws of the corporation.