Keystone Chamber of Commerce
Articles & By-Laws
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:
- encourage the growth of existing industries and businesses while giving all proper assistance to any new firms or individuals seeking to locate in the Keystone area;
- support all those activities believed to be beneficial to the community and area to oppose those that might be detrimental; and in general
- to promote the welfare of all area citizens, following always those actions intended to accomplish the greatest good for the greatest
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
- E. Hanson 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
Section 1 — Name
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.
ARTICLE II Section 1 — Purpose
This Association is organized for the purpose of advancing the economic, industrial, professional, cultural, and civic welfare of the Keystone area including to:
- encourage the growth of existing industries and businesses while giving all proper assistance to any new firms or individuals seeking to locate in the Keystone area;
- support all those activities believed to be beneficial to the community and area to oppose those that might be detrimental; and
- promote the welfare of all area citizens, following always those activities intended to accomplish the greatest good for the greatest number.
Section 2 — Limitation of Methods
The Association shall be nonprofit, non-partisan, nonsectarian, and nonpolitical.
Section 1 — Eligibility
In the event a membership decision is in question, the Board of Directors will decide eligibility.
- Full Member: Any reputable business firm, association, corporation, partnership, or estate having an interest in the above objectives shall be eligible to apply for membership. Members shall have only one membership per business license.
- Associate Member: This membership shall be offered to any reputable corporate sponsor or non-profit having an interest in and support of the Association. Associate members shall have no vote unless they are Board Members, but shall, at least annually, be entitled to receive a report on the affairs and activities of the Association.
- Friend of the Chamber: This membership shall be offered to any individual for the reason of their interest in and support of the Association. Friend of the Chamber shall have no vote unless serving as a member of the Board of Directors, but shall, at least annually, be entitled to receive a report on the affairs and activities of the Association.
- Honorary Member: Shall be decided by the Board of Directors.
Section 2 — Election
Memberships approved by the Board will begin upon payment of the prescribed membership investment.
Section 3 — Dues
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.
Section 4 — Termination
- Any member may terminate membership in the Association upon written request to the Board of Directors.
- Non-payment of dues automatically terminates membership.
- Any member may be expelled by a two-thirds vote of the full Board of Directors at any regularly scheduled meeting thereof for conduct unbecoming members or prejudicial to the aims or repute of the Association, after notice and opportunity for a hearing are afforded the member who is the subject of the complaint.
Section 5 — Voting
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.
Section 1 — Annual Meeting
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.
Section 2 — Additional Meetings
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.
Section 3 — Quorums
At any duly called General Meeting of the Association, a simple majority of the board shall constitute a quorum.
Section 4 — General Membership Meetings
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.
Section 1 — Composition of the Board
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.
- In the circumstance, there is an inadequate pool of willing candidates to fill any vacancy or there is no slate of willing candidates provided in accordance to Article V Section 4-Selection of Directors and Officers, the membership may choose to waive term limits and elect an existing director to fill vacancies.
Section 2 — Meetings of the Board of Directors
- An official meeting of the Board of Directors shall be called by either the President or as deemed necessary by a majority of the Board of Directors. Board members must be notified by mail, telephone, or electronic methods three (3) days prior to the meeting.
- Special Board meetings may be called by the President or by him or her upon the written application from three (3) members of the Board. Notice, including the purpose of the meeting, shall be given to each Director by mail, telephone, or electronically at least one (1) day prior to the meeting.
- Members of the Board of Directors (or any committee designated by the Board of Directors) may participate in a meeting of the Board of Directors or Committee by means of teleconference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by a Board of Directors or Committee member in a teleconference constitutes presence in person at a meeting.
- Any action which may be taken or required to be taken at a meeting of the
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.
- A simple majority of Directors present, either in person or via means of teleconference or similar communications equipment, shall constitute a quorum of the Board of Directors.
Section 3 — Duties of Directors
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:
- Make all policy decisions.
- Approve the Annual Work Plan.
- Approve the annual budget.
- Establish the dues structure.
- Approve the structural organization chart.
- Recommend changes in the bylaws.
- Approve in advance all expenditures not included in the budget.
- Meet as required in the bylaws or more frequently on the call of the President or on their own motion and set the dates of such meetings.
As individuals, each Director is expected to:
- Attend all meetings of the Board.
- Consult frequently with members of the Chamber in order to be truly representative in legislative function or to explain Board action.
- Respond willingly to counsel and advise as requested by officers of the corporation. Make suggestions and serve on committees.
- Perform such duties within his capabilities as may be requested by the President to include solicitation of new members and funds.
Section 4 — Board Attendance
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:
- The member has two un-notified absences in a row. “Un-notified” reflects that the member did not contact the organization before the upcoming meeting to indicate they would be absent.
- The member has three notified absences in a row.
- The member misses one third of the total number of Board meetings in a twelve-month period.
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.
Section 5 — Selection of Directors and Officers
A. Regular Method of Procedure
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.
B. Nomination from the Floor Procedure
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.
Section 6 — Vacancies
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.
Section 7 — Policy
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.
Section 1 — Officers
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.
Section 2 — Duties of Officers
- President: The President is elected in accordance with the Articles of
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.
- Vice President: The Vice President shall serve as first voluntary assistant to the President of the Association, performing the duties of the President in the President's absence. The Vice President shall also serve as Chair of the Annual Work Plan Committee. As such, the Vice President and the committee will be responsible for the development and implementation of the Plan.
- Treasurer: The Treasurer shall be responsible for overseeing the receiving, depositing, disbursing, and accounting for all funds of the Association and shall provide for an Annual Audit as requested by the Membership. Each month the Treasurer shall report to the Board on the condition of the finances to the Association. The Treasurer shall also serve as Chair of the Budget and Finance Committee.
- Secretary: The Secretary shall be the chief administrative officer and shall be charged with the general supervision and management of the office. The Secretary shall oversee all correspondence, preservation of records, keep books of account, and maintain an accurate record of the proceedings of the Association and the Board of Director meetings.
SECTION 3: Compensation for Board Service
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.
Section 1 — Appointment and Authority
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.
Section 2 — Limitation of Authority
- No committee shall take or make public any formal action, or make public any resolution, or in any way commit the Association on a question of policy without first receiving approval of the Board of Directors. Special committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.
- Committee meetings may be called at any time by the President or by the respective committee Chair.
- At committee meetings, a simple majority shall constitute a quorum.
Section 3 — Budget and Finance Committee
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.
Section 1 — Funds
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.
Section 2 — Disbursements
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.
Section 4 — Annual Audit
An audit can be called for if deemed necessary by a majority vote at a general membership meeting.
Section 1 — Parliamentary Procedures
The proceedings of the Association shall be governed by and conducted according to the latest Robert's Rules of Order as revised.
Section 2 — Corporate Seal
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.
- Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
- Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
- Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
- Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with Montana Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
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.
Board of Directors
President - Rick Greene, Rushmore Express
Vice President - Sandi McLain, Big Thunder Gold Mine
Secretary - Chris Glaessman, Boss Pizza and Chicken
Treasurer - Jim Sellars, Presidential Hospitality
Member - Leah Serrano, Mount Rushmore Tours
Member - Ann Thompson, Affordable Adventure Tours
Member - Trevor Bryan, Ghost Canyon Ranch
Ex Officio - Rick Brandfas, Town of Keystone
Ex Officio - Cindy Millette, Black Hills & Badlands Association