ARTICLE I
MEMBERSHIP
Section 1. Membership Certificates. As provided by law, each member of the corporation shall be entitled to a membership certificate signed by the president or vice president and attested by the secretary or an assistant secretary, stating that he/she is a member of the corporation and such other information as may be required by law. The form of such certificates shall be prescribed by resolution of the board of directors.
ARTICLE II
MEETING OF MEMBERS
Section 1. Place of Meetings. As provided in the Articles of Incorporation, meetings of the members of the corporation shall be held at such place, either within or without the State of Indiana, as may be specified in the respective calls, notices or waivers of notice thereof.
Section 2. Annual Meetings. The annual meeting of the members of the corporation shall be held at the principal office of the corporation on the fourth Thursday in May of each year at such time as may be designated in the notice or waiver of notice thereof, or at such other time or place as the president of the corporation may otherwise notify the members not less than ten (10) days nor more than sixty (60) days prior to the date of any such scheduled meeting.
Section 3. Special Meetings. Special meetings of the members may be called by the president. Written notice stating the place, day and hour of any special meeting of members shall be delivered or mailed by the secretary of the corporation, or by the officers or persons calling the meeting, to each member of record entitled to vote at such meeting, at such address as appears upon the records of the corporation and at least ten (10) days before the date of such meeting.
Section 4. Voting Rights. Each member of the corporation shall have such voting rights as are specified in the Articles of Incorporation of the corporation; provided, however, that any member whose dues or assessments are unpaid on the date of any meeting of members shall not be entitled to vote at such meeting.
Section 5. Voting by Proxy. A member entitled to vote at any meeting of members may vote only in person, and not by proxy.
Section 6. Voting Lists. At all times, the secretary shall keep a complete list of all of the members entitled to vote at any meeting of members, arranged in alphabetical order, with the address of each member; and such list shall be kept on file at the principal office of the corporation and shall be subject to inspection by any member at any time during usual business hours.
Section 7. Quorum. At any meeting of members, a majority of the members entitled to vote, represented in person, shall constitute a quorum, and a majority vote of such quorum shall be necessary for the transaction of any business by the meeting, except the selection of new members unless a greater number is required by law, the Articles of Incorporation, or this code of by-laws.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Duties and Qualifications. The business and affairs of the corporation shall be managed by a board of directors, as provided by law, and all of whom shall be members of the corporation.
Section 2. Number and Terms of Office. There shall be twelve (12) directors of the corporation who shall be elected at each annual meeting of members to serve for a term of one (1) year and until their successors shall be chosen and qualified, unless sooner removed as hereinafter provided. The twelve (12) directors shall be represented by the following sections:
Perry County Chamber of Commerce Troy Town Government Tell City School Corporation Perry County County Government Cannelton City Schools Tell City City Government Perry Central School Corporation Cannelton City Government Cannelton Public Library Perry County Business Tell City Perry County Public Library Perry County Tourism If the annual meeting of the members is not held at the time designated in these by-laws, such failure shall not cause any defect in the existence of the corporation, and the directors then in office shall hold over until their successor shall be chosen and qualified.
Section 3. Vacancies. Any vacancy in the board of directors caused by death, resignation, or otherwise, except by increase in number of directors and except as provided in Section 4 of this Article, may be filled by a majority vote of all the remaining members of the board of directors. Vacancies on the board of directors occasioned by an increase in the number of directors shall be filled by a vote of the members entitled to vote at an annual or special meeting thereof. Any director so elected by the board of directors or by the members shall hold office until the next annual meeting of members and until his/her successor shall be elected and qualified.
Section 4. Removal of Directors. At any special meeting of members called for such purpose, any member of the Board of Directors may be removed from such office either for or without cause by an affirmative vote of a majority of the members entitled to vote at an election of directors, and a successor may be elected at the same meeting for the unexpired term of the director removed. Failure to elect a director at such meeting to fill the unexpired term of any director so removed shall be deemed to create a vacancy on the board of directors which may be filled by the remaining directors in accordance with Section 3 of this Article. Absence from three (3) consecutive regular meetings, without an excuse deemed balid and so recorded by the Board of Directors, shall be construed as a resignation.
Section 5. Annual Meetings. Unless otherwise agreed upon, the board of directors shall meet each year, immediately following the annual meeting of members, at the place where such meeting of members was held, for the purpose of organization, election of officers of the corporation and consideration of any other business which may be brought before the meeting. No notice shall be necessary for the holding of this annual meeting.
Section 6. Regular Meetings. Monthly meetings of the board of directors shall be held regularly on the 3rd Thursday of each month at 7:00 PM, pursuant to a resolution of the board of directors. Notice of said meeting shall be given by the secretary for any regular meeting, specifying the time, place, and general purposes, upon 48 hours notice.
Section 7. Quorum. A majority of the whole board of directors shall be necessary to constitute a quorum or the transaction of any business.
ARTICLE IV
OFFICES
Section 1. Office and Qualifications Thereof. The officers of the corporation shall consist of a president, a vice president, a secretary, and treasurer. All officers shall be chosen from among the directors.
Section 2. Terms of Office. Each officer of the corporation shall be elected annually by the board of directors at its annual meeting and shall hold office for a term of one (1) year and until his/her successor shall be duly elected and qualified.
Section 3. Vacancies. Whenever any vacancies shall occur in any of the offices of the corporation for any reason, the same may be filled by the board of directors at a special or annual meeting thereof, and any officer so elected shall hold office until the next annual meeting of the board of directors and until his/her successor shall be duly elected and qualified.
Section 4. Removal. Any officer of the corporation may be removed at the pleasure of the board of directors whenever a majority of such board shall vote in favor of such removal.
ARTICLE V
POWERS AND DUTIES OF OFFICERS
Section 1. President. Subject to the general control of the board of directors, the president shall manage and supervise all the affairs and personnel of the corporation and shall discharge all of the usual functions of the chief executive officer of a not-for-profit corporation. He/She shall preside at all meetings of members and directors and shall have such other powers and duties as this code of by-laws or the board of directors may prescribe.
Section 2. Vice President. The vice president shall preside at all meetings of members and directors when the president is absent, and shall manage and supervise the affairs of the corporation in the absence of the president.
Section 3. Secretary. The secretary shall attend all meetings of members and of the board of directors, and shall keep, or cause to be kept, in a book provided for the purpose, a true and complete record of the proceedings of such meetings, and he/she shall perform a like duty, when required, for all standing committees appointed by the board of directors. He/She shall attend to the giving and serving of all notices of the corporation required by this code of by-laws, shall have custody of the books (except books of account), records, and in general shall perform all duties pertaining to the office of secretary and such other duties as this code of by-laws or the board of directors may prescribe.
Section 4. Treasurer. The treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the corporation. He/She shall have charge and custody of, and be responsible for, all funds, notices, securities and other valuables which may from time to time come into the possession of the corporation. He/She shall deposit, or cause to be deposited, all funds of the corporation with such depositaries as the board of directors shall designate. He/She shall furnish at meetings of the board of directors, or whenever requested, a statement of the financial condition of the corporation, and in general perform all duties pertaining to the office of treasurer and such other duties as this code of by-laws or the board of directors may prescribe.
ARTICLE VI
MISCELLANEOUS
Section 1. Corporate Seal. The corporation shall have no seal.
Section 2. Execution of Contracts and Other Documents. Unless otherwise ordered by the board of directors, all written contracts and other documents entered into by the corporation shall be executed on behalf of the corporation by the president or a vice president.
Section 3. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January of each year and end upon the last day of December of the next year.
ARTICLE VII
AMENDMENTS
Section 1. Amendments of By-Laws. Subject to law and the Articles of Incorporation, the power to make, alter, amend, or repeal all or any part of this code of by-laws is vested in the board of directors. The affirmative vote of a majority of all the members of the board shall be necessary to effect any such changes in this code of by-laws.