AYNOR AREA CHAMBER OF COMMERCE

MEETING MINUTES-May 21, 2009

Attendees: Craig Morrison (American Forest Management, Inc.), Jeremy Johnson (Johnson Funeral Home), Phyllis Morrison (Pilot Club), Lynn Strickland ( Coastal Technology Solutions, LLC), Stephanie Brown, Bobby Page (Page Enterprises), Charlean Graham (Scissor Shack), Bill Altman ( Altman Animal Hospital), Beth Williamson and Sammie Jordan (Connect Realty), Page Ambrose (Conway National Bank).

The meeting was held at 8:00 P.M. on Thursday May 21, 2009 at the Aynor Town Hall in Aynor, S.C. Craig Morrison was appointed to preside over the meeting since Jeremy Johnson expected to arrive late. Everyone was welcomed and thanked for attending.

Meeting Minutes: The meeting minutes for April 2009 were not reviewed at the May meeting. The minutes for April and May will be reviewed at the June meeting.

By-Laws Review Meeting: The members present were asked to read and review the Chamber By-Laws together and comment as to whether each section of each Article was acceptable as presently written or whether changes were needed. After reading through the By-Laws together the members were asked to make motions and vote on recommended changes to the Articles of the By-Laws.

Article 1- General:

The members present voted to accept and leave unchanged the language of Sections 1, 2,3 & 4 of Article 1.

Article II - Membership:

Section 1 – Name, Section 2 - Object, Section 3 - Area, Section 4 – Limitations of Methods: The members voted to accept and leave unchanged, the language of Sections 1,2,3,& 4 of Article 2.

Section 5 – Voting: The members voted to amend the voting privilege from two votes for a business member and one vote for a individual member, to one vote per member without regard as to whether the member is a business or an individual.

Section 6 – Exercise of Privileges: The members voted to accept and leave unchanged, the language of Section 6.

Section 7 – Orientation: The members voted to change the language of this section to: At regular intervals, orientation on the purposes and activities of this organization, can be conducted for the following groups: new directors, officers and directors, committee chairmen, committees and new members.

Section 8 – Honorary Membership: The members voted to accept and leave unchanged, the language of Section 8.

Article III – Meetings:Section 1 – Annual Meeting, Section 2 – Additional Meetings, Section 3 – Quorums: The members voted to accept and leave unchanged, the language of Sections 1,2, & 3.

Article IV – Board of Directors:

Section 1 – Composition of the Board: The members voted to change the language of this section to: The Board of Directors shall be composed of eleven (11) members: 8 of whom shall serve for two (2) year terms. The president-elect and two (2) regular board members shall be elected annually, so that no board shall be changed in its entirety. The secretary and treasurer are to serve one (1) year terms and may be elected to consecutive terms. The president-elect shall rotate to the office of president at the end of his or her term, while the president shall rotate to past president at the end of his or her term. The past president shall rotate off the board at the end of his or her term.

Section 2 – Responsibilities of the Board: The members voted to accept and leave unchanged, the language of Section 2.

Section 3 – Selection and Election of Directors: The members voted to change the language of this section to: (a)Nominating Committee: At the regular August meeting, the President shall appoint, with Board approval, a nominating committee of three (3) members of the Chamber. The President shall designate a Chairman. Prior to September 15th, the nominating committee shall present to the Board of Directors a slate of four (4) candidates to serve two year terms on the Board of Directors, and three (3) candidates to serve one (1) year terms as officers, to replace the Directors and Officers whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibilities of a directorship or officer.

(b)Publicity of Nominations: Upon receipt of the report of the Nominating Committee, the President shall notify the membership of the Chamber at the next regular meeting, the names of the persons nominated as candidates for directors and officers and the right of nomination by petition.

(c)Nomination by Petition: Additional names of candidates for directors and officers can be nominated by petition bearing the genuine signatures of at least ten (10) qualified members of the Chamber. Such petition shall be filed with the nominating committee within ten (10) days after notice has been given of the name of those nominated. The determination of the nominating committee, as to the legality of the petitions, shall be final.

(d)Determination: If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of seven (7) candidates shall be declared elected by the Board of Directors at the regular October meeting. If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions shall be to vote for seven (7) candidates for the Board of Directors, which includes the three (3) officers of Secretary, Treasurer, and President Elect. Identification shall be made on the ballot to identify those candidates nominated by the nominating committee. The President shall mail this ballot to all active members at least fifteen (15) days before the regular October meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber within ten (10) working days. The Board of Directors shall at the regular October meeting declare the seven (7) candidates with the greatest number of votes, elected.

Section 4: Seating of New Directors: The members voted to accept and leave unchanged, the language of Section 4.

Section 5: Vacancies: The members voted to change the language of this section to: A member of the Board of Directors who does not attend at least six regular Chamber meetings in a fiscal year, will be automatically dropped from membership on the Board, unless confined by illness or for reasons that are unanimously approved by other members of the Board.

Section 6: Policy: The members voted to change the language of this section to: The Board of Directors is responsible for formulating the policies of the organization. These policies will be revised by the Board of Directors as needed.

Section 7: Management: The members voted to accept and leave unchanged, the language of Section 7.

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