Elsberry Chamber of Commerce
Elsberry, Missouri

ARTICLE I - Title and Location

Section 1. The name of the organization is the Elsberry Chamber of Commerce.

Section 2. The principal business office of the organization shall be
located in the City of Elsberry, County of Lincoln and State of Missouri.

Section 3. Where used in the bylaws, the masculine gender shall include the
feminine and the neuter and the singular shall plural, and vice versa, as
the context requires.

ARTICLE II - Purpose

The purpose of this organization shall be to promote and enhance the
community¹s overall quality of life; promote the growth of commerce and
industry for the benefit of the existing and future economic growth of the
community.

ARTICLE III - Directors

Section 1. The affairs of this corporation shall be managed and controlled
by a Board of Directors elected by the members from their own number. The
Board of Directors shall be divided into two (2) classes with two (2) in
each class. The first class shall hold office from the time of their
election until the end of the fiscal year in which the first annual
membership meeting thereafter is held. The second class shall hold their
office from the time of their election until the end of the fiscal year in
which the second annual membership meeting thereafter is held. This shall
apply to the first two (2) elections. At each annual election thereafter two
(2) Directors shall be elected for a period of two (2) years. Each Director
shall hold office for his/her term described, or until his/her successor
shall be duly elected and qualified.

Section 2. In addition to the two (2) Directors elected aforesaid, the
following shall be members of the Board of Directors: the President, Vice
President, Secretary, Treasurer, and the Immediate Past President.

Section 3. The failure of a Director to attend three (3) consecutive board
meetings without an excuse that is acceptable to the Board of Directors
shall constitute a resignation of his/her directorship.

Section 4. At a special meeting of the membership called expressly for that
purpose, a Director or Directors may be removed upon a vote of two-thirds
(2/3) of the members present at such special meeting.

ARTICLE IV - Powers and Duties of the Board of Directors

Section 1. The Board of Directors shall have control and management of the
property and funds of the organization. It shall have the power to formulate
policies and to direct the activities of the organization, and shall have
the authority to authorize the expenditure of the funds of the organization
for the aforesaid purposes. The Board Of Directors shall have the current
Chamber President as chair.

Section 2. There can be twelve (12) regular meetings of the Directors.
Meetings can be held at least once each month (January through December), at
least one week prior to the general membership meeting, at a time and place
to be determined by the Directors without additional notice of such meetings
other than the resolution prescribing the time and place of such regular
meetings.

Section 3. Special meetings of the Board of Directors may be called by the
President or, in his/her absence, by the Vice President, or by a majority of
the Board of Directors. Written notice of the date, time, place and purpose
or purposes of each special meeting shall be delivered personally to each
director by or at the direction of the President or the Secretary at least
forty-eight (48) hours before the time set for the meeting. By unanimous
consent of the Directors, special meetings of the Directors may be held
without notice at any time and place.

Section 4. A quorum for the transaction of business at any regular or
special directors meeting shall consist of a majority of the members of the
Chamber of Commerce. The action of a majority of the members present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.

Section 5. Vacancies on the Board of Directors may be filled for the
unexpired term by the appointment of the President and approval by the
remaining Directors at any regular special directors meeting.

ARTICLE V - Meetings of the Membership

Section 1. The Annual General Membership Meeting Awards and Installation
Banquet for the members of the Elsberry Chamber of Commerce shall be held on
the first Thursday in December of each year. At this meeting the following
officers shall be elected: President, Vice President, Secretary, Treasurer
and two (2) Directors. Directors shall be elected in accordance with Article
III, Section 1.

Section 2. Regular monthly general membership meetings shall be held on the
fourth Thursday of each month, unless otherwise stipulated by the Directors.
The regular November and December monthly meetings will be on the third
Thursday or may be combined as the annual meeting at the discretion of the
Board.

Section 3. Notice of special meetings of the membership shall be given by
postcard mail or by announcement published or posted at least ninety six
(96) hours prior to the time of such special meeting and such notice shall
set forth the time, place and purpose of such meeting.

ARTICLE VI - Officers

Section 1. The officers of the organization shall consist of President, Vice
President, Secretary and Treasurer, and such subordinate officers as may
from time to time be elected or appointed by the membership.

Section 2. The President shall be the chief executive officer of the
organization and shall exercise general supervision, direction, management,
and control over all the business and affairs of the organization, subject
at all times to the control of the Board of Directors. He/She shall preside
at all meetings. Unless the vote of the membership or the vote of the Board
of Directors is equally divided he/she will not cast a vote. He/She shall
execute all contracts and agreements authorized by the membership or the
Board of Directors with the co-signature of the Secretary. The President
shall have the authority, without having further authorization by the
membership or the Board of Directors, to expend sums of money reasonable and
necessary to operate the Chamber of Commerce and shall report such
expenditures at the next board meeting. He/She shall have additional duties
as provided herein.

Section 3. The Vice President shall be vested with all the powers and shall
perform all the duties of the President in his/her absence. The Vice
President shall be Chairman of the Arrangement and Program Committee and
shall perform such other duties as may be prescribed by the President or the
Board of Directors.

Section 4. The Secretary shall record the proceedings of the meetings of the
membership and the Board of Directors and shall sign all contracts and
agreements authorized by the membership or Board of Directors with the
co-signature of the President. The Secretary shall conduct all
correspondence for the organization. He/She shall keep a copy of the Bylaws
of the organization and any addendums to the Bylaws. The Secretary shall
perform such other duties as may be prescribed by the President or the Board
of Directors as provided herein

Section 5. The Treasurer shall keep full and accurate accounts of receipts
and disbursement in books kept for that purpose, and shall deposit all money
and other valuable effects in the name and to the credit of the organization
with such depositories as may be designated by the organization and shall
disburse the funds of the organization, as may be ordered by the membership
or the Board of Directors. He/She shall provide a detailed report of income
and expenses on a monthly basis and shall provide a year-end report to the
Board of Directors. Said reports shall include Chamber operations and
Chamber projects. The Treasurer shall perform such other duties as may be
prescribed by the President or the Board of Directors as provided herein.

Section 6. Each officer shall hold his/her office for a term of one (1) year
and until his/her successor is duly elected and qualified, beginning
immediately following his/her election and the formal installation of
officers during the annual meeting and ending the following December with
the installation of new officers. With the exemption of the Secretary and
the Treasurer, no officer may be elected to serve more than two (2)
consecutive terms in the same office.

Section 7. In the event the office of President becomes vacant for any
reason, the Vice President shall immediately become the President to serve
for the unexpired portion of the term. The Board of Directors shall select a
Vice President to serve for the unexpired portion of the term. Vacancies in
any other office shall be filled by the Board of Directors selecting a
person to serve for the unexpired portion of the term and until a successor
is duly elected and qualified.

ARTICLE VII - Membership

Any business located in or serving the greater community of Elsberry or any
person interested in the welfare of said community shall be eligible for
membership in the Elsberry Chamber of Commerce upon payment of the annual
membership fee. The annual membership fee shall be set by the Board of
Directors and approved by the membership. Annual membership is due January
1st. Any new members after that date will be pro-rated with renewal date set
for January 1st of the next year.

ARTICLE VIII - Committees

Chamber committees will consist of a Chairperson and should have two (2) or
more, as needed, additional members appointed by the chair.

Section 1. The Activities Committee shall have a member of the Board as
chair. It shall have the duties of providing activities for the professional
and social benefit of the membership. The Activities Committee shall assist
in the fundraising activities to benefit the organization and will also
coordinate in setting the Person or Entity of the Year Award. The committee
may be comprised of as many sub-committees necessary to accomplish the
activities.

Section 2. The Arrangements and Program Committee shall have the Vice
President as chair. It shall the duties of this committee to arrange a
meeting place for the monthly meetings and to provide programs throughout
the year of interest to the membership and in support of the organizations
purpose.

Section 3. The Audit and Budget Committee shall have the Treasurer as chair.
It shall be the duties of this committee to prepare the annual budget for
the organization and oversee the general expenditures of the organization.
The annual budget shall be presented for approval at the November Board of
Directors meeting. The Treasurer¹s books shall be audited annually.

Section 4. The Membership Committee shall have the Immediate Past President
as chair. It shall be the duties of the Membership Committee to promote,
expand and retain the membership of the organization.

Section 5. The Nominating Committee shall have a board member as chair and
shall consist of four (4) additional general members. It shall be the duties
of the Nominating Committee to propose candidates for offices and
directorships whose terms shall expire as provided herein. The committee
shall make its report at the October meeting. Nominations for such office
and directorships may also be made from the floor at the annual meeting of
the membership

Section 6. The Board of Directors may establish such additional committees
as deemed necessary for the efficient transaction of the business of the
organization.

ARTICLE IX - Indemnification

Section 1. The organization shall indemnify each person who is a director or
officer of the organization to the full extent authorized or permitted by
law, and, in addition, shall indemnify each of them against any and all
reasonable expenses (including attorney¹s fees), judgments, fines and
amounts paid in settlement actually incurred by such person in connection
with any pending threatened or completed action, suit or proceeding
(including an action by or in the right of the organization), whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the organization
or is or was serving at the request of the organization (which request need
not be in writing) in any such capacity with any other enterprise, or by
reason of any act or omission to act by such person in any such capacity;
provided, however, that the organization shall not indemnify any person from
or on account of any such person¹s conduct which is finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct.

Section 2. All indemnification granted to any person under this Article
shall continue after such person has ceased to serve in the capacity of
director or officer of the organization and shall inure to the benefit of
such persons heirs, devisees and person representatives. Any indemnification
granted under this Article shall survive elimination or modification of this
Article.

ARTICLE X Waiver of Notice

Whenever any notice of a meeting is required to be given by law, or these
Bylaws, a. waiver of the notice in writing, signed by the person or persons
entitled to the notice, whether before or after the meeting for which the
notice would otherwise be required, and filed with the President or
Secretary, shall be deemed equivalent to the giving of the notice.

ARTICLE XI Adoption and Amendment of Bylaws

The Board of Directors shall have the power to adopt, repeal, or amend the
Bylaws of the organization, subject to the paramount right of the members to
limit or divest such power and to assume such power to the exclusion of the
Board of Directors as the members may determine.