The Board of Directors shall consist of seven (7) members, whose term shall be three (3) years ‘these terms shall be staggered to ensure continuity of the Board. All Directors shall be members of the Association or affiliated with a member business and will have voting privileges.
Ex-officio Directors, without voting privilege, shall include a representative from the City of Red Oak, a representative from the Montgomery County Board of Supervisors, and a representative from the Red Oak Community School District. Additionally, if the term of the Past President of the Red Oak Chamber and Industry Association has expired and said individual is therefore no longer a voting member of the Board, he or she shall also be considered an Ex-Officio Director.
The Director of the Association shall serve as Secretary of the Board of Directors and shall not be a voting member.
Control of the property and affairs of the organization shall be vested in the Board of Directors who shall conduct the affairs of the organization in accordance with these by-laws.
At the August Board meeting, the President shall appoint an Election Committee consisting of the President, two (2) additional Board members, and four (4) non-Board Association members in good standing. The President shall designate the Chairperson. The Election Committee shall oversee the annual election of members to the Association Board of Directors.
By September 15 of each year, the Association membership shall be notified by a mailing and/or electronic means of the annual election for members of the Red Oak Chamber and Industry Association, Inc. Board of Directors. Interested candidates, including Board members seeking a second term, shall secure a petition for Election from the Association office. The petition shall be returned to the Association Director on or before the date specified in the petition, which shall be no less than ten (10) working days from the notification to the general membership.
Membership on the Association Board of Directors is open to representatives of Association members in good standing. Each candidate for the Association Board of Directors is required to file a Director’s Application.
Following the due date for Petition of Election, the Election Committee shall meet to verify the petitions submitted. Upon verification of the petitions, the Election Committee shall take one of the following actions: (1) if more candidates file petitions than there are vacancies, an election will be held; (2) if the same number of candidates file petitions as there are vacancies, the Election Committee shall present the slate of candidates to the Association Board of Directors for their consideration at the regular October Board meeting; or (3) if fewer candidates file petitions than there are vacancies, the Election Committee will seek candidates to fill out the vacant positions on the Association Board and will present the results to the Association Board of Directors for their consideration at the regular October Board meeting.
If more candidates file petitions than there are vacancies, the election Committee shall conduct an election on or before October 20. The election ballot shall list the names of the candidates alphabetically the last name of the candidate. The ballot and two envelopes shall be mailed to the entire Association membership. The contact person for the Association member shall mark the ballot for the designated number of candidates, place the ballot in the ballot envelope, and place the ballot envelope in the return, self-addressed envelope. On the return envelope, the Association member contact person shall write the name of the Association member and sign the envelope in the return address area of the envelope. The ballot shall be returned to the Association Director on or before the date and time designated on the ballot. Ballots received after the designated date and time will not be counted.
The Election Committee shall officially count the ballots after the deadline date and time designated on the ballot. The Election Committee shall present the results of the election to the Association Board of Directors at the November regular Board meeting, during which time the Board shall declare those elected to the Board.
Prior to the annual goal setting session, every member of the Board of Directors and staff shall have the opportunity to participate in an orientation program outlining their respective duties prior to assuming their duties.
When a Board vacancy occurs, the Election Committee shall meet to bring forth a recommendation for an Association member to fill the vacancy, such recommendation being presented to the entire Board at the next regular Board meeting. Upon receiving the Committee recommendation at the meeting, the President shall then ask for additional nominations from the Board of Directors. If additional names are offered, a secret ballot by the Directors will determine the new officer. The position of any Board member shall be considered vacated if such member is absent from three (3) consecutive meetings or four (4) meetings total during a twelve (12) month period, and the vacancy thus created shall be filled as provided above.
All policies of the Board will be formalized and recorded in a Policy manual for easy reference by the Officers, Directors, Administrative Staff or Membership.
The Board shall adopt such rules and regulations as may be required to conduct the affairs of the organization.
The government and policy-making responsibilities of the organization shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
The Board shall hire a Director and fix the salary. The Director, in conjunction with the Board, will prepare and disseminate appropriate reports necessary to keep the members informed of the organization’s goals, programs and efforts.
Officers and Board members’ terms of office shall be from January 1st through December 31st. Board members shall be limited to two consecutive three-year terms. Board members whose terms have expired must be off of the Board for one year before seeking election to the Board or being appointed to the Board.
Past President – So that the Board of Directors may benefit from the experience of the Past President and so that a smooth transition can occur between administrations, the immediate Past President of the organization will be invited to attend all Board meetings for one year following the departure as President of the organization.
City of Red Oak Representative – So that the Board of Directors can keep informed of Red Oak city affairs and be responsible to needs of the city, the Red Oak City Council will be asked to designate a representative who will also be invited to attend all Association Board meetings.
Montgomery County Board of Supervisors Representative – So that the Board of Directors can keep informed of county affairs and be responsive to needs within the county, the Board of Supervisors will be asked to delegate a representative who will also be invited to attend all Association Board meetings.
Red Oak Community School District Representative – So that the Board of Directors can keep informed of school district affairs and be responsive to needs within the school district, the Board of Directors will be asked to designate a representative who will also be invited to attend all Association Board meetings.
A Member of the Board of Directors must attend all Board meetings either in person or by telephone to cast a vote. When a decision of the Board is required, the presiding officers(s) will request a motion for a vote. Any voting Member of the Board may make a motion for a vote. A second after a proper motion will be required to bring any issue to a vote.