About Us

Board Members

Charles Skinner, Lutsen Mountains  -- Chair
Dan Anderson, Minnesota Power -- Vice chair
Jean Spry, Joynes Department Store -- Secretary
Jennifer Stoltz, Cook County Whole Foods Co-op -- Treasurer

Bill Crandall, ISD 166
Hal Greenwood
Stacey Hawkins, World's Best Donuts
Howard Hedstrom, Hedstrom Lumber
Linda Jurek, Visit Cook County
Dennis Rysdahl, Bluefin Bay
Dave Seaton, Hungry Jack Outfitters
Paula Sundet Wolf, Cook County Higher Education
Kimber Wraalstad, North Shore Health
Frank Vecchio, Grand Portage

Jim Boyd, Executive Director

 

Bylaws of the Cook County Chamber of Commerce

 
PREAMBLE
 
            The corporation exists to promote the interests of business and business development within Cook County, Minnesota for the benefit of its Members and their members, employees and communities. 
 
ARTICLE I
MEMBERS
 
            Section 1.01.  Members.  The Corporation’s membership shall consist of Voting Members, who shall be the Directors as set forth in Article II, and Non-Voting Members, who shall be individuals or business entities that pay dues and met other qualifications set from time to time by the Board of Directors.
 
            Section 1.02.  Property Rights.  No Member shall have any right, title, or interest in or to any property of this corporation.
 
            Section 1.03.  Annual Meeting.  An annual meeting of the Members shall be held on the second Tuesday of each May (unless an alternate date for a given year is selected by the Directors by a majority vote) of each calendar year for the purpose of electing the Directors of this corporation and for the transaction of such other businesses as shall come before the meeting.  Notice of such meeting shall be given in the same manner provided below in Section 2.08 for special meetings of the Board of Directors.  The notice of such meeting need not specify any purpose of the meeting other than the fact that it is the annual meeting of Members.  The term for directors elected at the annual meeting shall begin at the beginning of the Corporation’s fiscal year unless otherwise determined by the Board of Directors at such annual meeting.
 
            Section 1.04.  Resignation.  Any member may resign his, her or its membership at any time by giving written notice to the Board of Directors or to the Secretary.  Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any member who resigns his, her or its membership shall be not be entitled to a refund of any dues or other payments made to this corporation.
 
            Section 1.05.  Termination.  Any membership may be terminated by the Board of Directors by providing the member with not less than 15 days’ written notice of the proposed termination and the reasons for it, and with an opportunity to be heard, orally, or in writing not less than five days before the effective date of the proposed termination.  Reasons for termination may include, but are not limited to, failure to pay dues or other payments required for membership as established by the Board of Directors.
 
ARTICLE II
BOARD OF DIRECTORS
 
            Section 2.01.  General Powers.  The property, affairs, and business of this corporation shall be managed by the Board of Directors, whose members shall be the Corporation’s Voting Members.
 
            Section 2.02.  Number, Qualification, and Term of Office.  Directors must either be individuals who are dues paying members of the Corporation or represent a business or entity that is a dues paying member of the Corporation.  Directors shall be elected for staggered terms of three years.  There shall be not fewer than seven (7) nor greater than fifteen (15) directors except for the initial directors.  The initial directors shall be Howard Hedstrom, Jan Sivertson, Jim Boyd, Charles Skinner, Dennis Rysdahl and Bruce Kerfoot, and shall serve until subsequent directors (which may include some or all of the initial directors) are elected by the initial directors in accordance with these Bylaws.  Subsequent directors shall be elected by current directors so as to maintain representation reasonably reflective of the categories of businesses (e.g. lodging, food and beverage, utility, retail sales), individuals and other entities (e.g. non-profits) paying dues to the Corporation in reasonable proportion to expected dues from each such category for the following year and provided further that the composition of directors shall maintain a reasonable representation of the County geographically.
 
            Section 2.03.  Organization.  At each meeting of the Board of Directors, the Chairman of this corporation or, in his or her absence, the Vice-Chairman of this corporation or, in his or her absence, a chairperson chosen by a majority of the Directors present, shall preside.  The Secretary of the corporation, or any person whom the chairperson shall appoint, shall act as secretary of the meeting. 
 
            Section 2.04.  Resignation.  Any Director of this corporation may resign at any time by giving written notice to the Chairman, the Vice-Chairman, or to the Secretary of the corporation.  The resignation of any Director shall take effect at the time, if any, specified therein or, if no time is specified therein, upon receipt thereof by the office of this corporation to whom such written notice is given; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 
 
            Section 2.05.  Vacancies.  Any vacancy in the Board of Directors caused by death, resignation, removal, an increase in the number of Directors, or any other cause, shall be filled by the appropriate Member as set forth in Section 2.02, and each Director so chosen shall hold office until the next annual election and until his or her successor shall be duly elected and qualified, unless sooner replaced. 
 
            Section 2.06.  Place of Meetings.  The Board of Directors may hold its meetings at such place or places, within or without the State of Minnesota, as it may from time to time determine.  Meetings may be attended telephonically, by remote video conference or by any other mechanism that allows all Directors to hear and be heard.
 
            Section 2.07.  Regular Meetings.  Regular meetings of the Board of Directors shall be held at least four times per fiscal year at such time and dates as determined by the Board of Directors. 
 
            Section 2.08.  Special Meetings; Notice.  Special meetings of the Board of Directors shall be held whenever called by the Chairman, the Vice-Chairman, or by any three (3) of the other Directors.  Notice of each such special meeting shall be mailed to each Director, addressed to him or her at his or her last known residence or usual place of business according to the last available corporate records, at least seven (7) but not more than sixty (60) days before the day on which the meeting is to be held, excluding the day of the meeting, or be delivered to him or her personally, by email or by telephone, not later than three (3) days before the day on which the meeting is to be held, excluding the day of the meeting.  Each such notice shall state the time, place, and purpose of the meeting. 
 
            Section 2.09.  Removal of Directors.  Any Director may be removed, either with or without cause, at any time, by a majority vote of all Directors of the corporation, at a special meeting of the Board of Directors called for the purpose, and the vacancy in the Board of Directors caused by any such removal shall be filled by majority vote of the Directors. 
 
            Section 2.10.  Business at Meeting.  The Directors shall conduct the regular business of the corporation at their regular meetings.
 
            Section 2.11.  Advisory Members.  The Board of Directors may, by majority vote, invite persons or entities not Members of the corporation as well as additional representatives of Members to attend and participate in its meetings as nonvoting advisory members for a particular meeting or meetings of the Directors or for such duration as the Directors may see fit.
 
            Section 2.12.  Committees.  The Board of Directors may create committees for event programming, finance and funding, marketing, public or media relations or such other purposes and with such authority as it determines.  Meetings of such committees shall be held as set forth in this Article.
 
ARTICLE III
EXECUTIVE COMMITTEE
 
            Section 3.01.  Number, Qualifications, Term of Office.  The Board of Directors may, by resolution adopted by a majority of the total number of Directors, establish an Executive Committee of the Board of Directors of this corporation and appoint four (4) or more Directors to serve on such Executive Committee, which shall include the Chairman, Vice Chairman, Secretary and Treasurer of this corporation.  When a Member of the Executive Committee ceases to be a Director of this corporation, such person automatically shall cease to be a Member of the Executive Committee of this corporation. 
 
            Section 3.02.  Powers.  Except for the power to (1) amend the Articles of Incorporation or the Bylaws of this corporation, (2) remove or elect Directors of this corporation or (3) approve the Annual Budget pursuant to Section 5.08, which powers are expressly reserved solely to the Board of Directors as herein provided, the Executive Committee shall have all of the powers and authority of the Board of Directors of this corporation in the management of the property, business, and affairs of this corporation in the intervals between the meetings of the Board of Directors, subject always to the direction and control of the Board of Directors.
 
            Section 3.03.  Meetings.  The Executive Committee shall hold such regular or other periodic meetings, and special meetings called by the Chairman or the Vice-Chairman as may be necessary and appropriate, at such times and places, and upon such notice, if any, as may from time to time be fixed by resolution adopted by a majority of the members of the Executive Committee. 
 
            Section 3.04.  Quorum and Manner of Acting.  One-half (1/2) of the total number of members of the Executive Committee shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the members of the Executive Committee present at any meeting at which a quorum is present shall be the act of the Executive Committee.  In the absence of a quorum, a majority of the members of the Executive Committee present may adjourn any meeting from time to time until a quorum shall be had.  Notice of any adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. 
 
            Section 3.05.  Recording of Meetings.  The Chairman may (but is not required to) assign the duty of recording the proceedings of any meeting of the Executive Committee to the Secretary or to another member or attendee of the Executive Committee. 
 
ARTICLE IV
OFFICERS
 
            Section 4.01.  Number.  The officers of this corporation shall be a Chairman, a Vice-Chairman, a Secretary, a Treasurer, and such other officers as may be elected by the Board of Directors.  Any number of offices or functions of those offices, except those of Chairman and Vice-Chairman, may be held or exercised by the same person. 
 
            Section 4.02.  Election, Term of Office, and Qualifications.  All officers shall be Directors of this corporation and shall be elected by the Directors at a regular or special meeting of the Board of Directors following the annual meeting of Members of the corporation, or at a special meeting of the Board of Directors called for the purpose of filling a vacancy in an office because of death, resignation, removal, or any other cause, and, except in the case of officers appointed in accordance with the provisions of Section 4.10 below, each shall hold office until the next annual election of officers and until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in the manner hereinafter provided.
 
            Section 4.03.  Resignations.  Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors, to the Chairman, to the Vice-Chairman, or to the Secretary of this corporation.  Any such resignation shall take effect at the time, if any, specified therein or, if no time is specified therein, upon receipt thereof by the Board of Directors, Chairman, Vice-Chairman, or Secretary of this corporation; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
 
            Section 4.04.  Removal.  Any officer may be removed, either with or without cause, by a vote of not less than a two-thirds vote of the total number of Directors, at any annual or special meeting called for the purpose, and such purpose shall be stated in the notice or waiver of notice of such meeting unless all the Directors of this corporation shall be present at such meeting. 
 
            Section 4.05.  Vacancies.  A vacancy in any office because of death, resignation, removal, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election or appointment to such office. 
 
            Section 4.06.  Chairman.  The Chairman shall, when present, preside at all meetings of the Board of Directors and at all meetings of the Executive Committee, if any; shall see that all orders and resolutions of the Board of Directors are carried into effect; may execute and deliver in the name of the corporation (except in cases in which such execution and delivery shall be expressly delegated by the Directors or by these Bylaws to some other officer or agent of this corporation or shall be required by law to be otherwise executed and delivered) any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this corporation; shall, when necessary, certify proceedings of the Board, and maintain and certify proceedings of the Executive Committee, if any; shall perform such other duties as may from time to time be prescribed by the Board of Directors; and, in general, shall perform all duties usually incident to the office of the Chairman.
 
            Section 4.07.  Vice-Chairman.  The Vice-Chairman shall have such powers and shall perform such duties as may be prescribed by the Board of Directors or by the Chairman.  In the event of absence or disability of the Chairman, the Vice-Chairman shall succeed to his or her powers and duties. 
 
            Section 4.08.  Secretary.  The Secretary shall be Secretary of, and when present, shall record or cause to be recorded the proceedings of all meetings of the Board of Directors and the Executive Committee; shall maintain records of the proceedings of the Board of Directors; shall keep or cause to be kept a register of the names and addresses of all Members of this corporation; shall at all times keep or cause to be kept on file a complete copy of the Articles of Incorporation and all amendments and restatements thereof and a complete copy of these Bylaws and all amendments and restatements hereof; shall, when directed to do so, give or cause to be given proper notice of meetings of the Board of Directors and meetings of the Executive Committee, if any; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the Chairman and the Vice-Chairman; and, in general, shall perform all duties usually incident to the office of the Secretary. 
 
            Section 4.09.  Treasurer.  The Treasurer shall keep or cause to be kept accurate accounts of all monies of this corporation received or disbursed; shall deposit or cause to be deposited all monies, drafts, and checks in the name of, and to the credit of, this corporation in such banks and depositories as a majority of the Board of Directors shall from time to time designate; shall have power to endorse for deposit all notes, checks, and drafts received by this corporation; shall disburse or cause to be disbursed the funds of this corporation as ordered by the Board of Directors, making proper vouchers therefore; shall render or cause to be rendered to the Chairman, the Vice-Chairman and the Directors, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of this corporation; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the Chairman; and, in general, shall perform all duties usually incident to the office of the Treasurer. 
 
            Section 4.10.  Other Officers, Agents, and Employees.  This corporation may have such other officers, agents, and employees as may be deemed necessary by the Board of Directors.  Such other officers, agents, and employees shall be appointed in such manner, have such duties, and hold their offices for such terms as may be determined by resolution of the Board of Directors. 
 
            Section 4.11.  Bond.  The Board of Directors of this corporation shall from time to time determine which, if any, employees and officers of this corporation shall be bonded and the amount of each bond.  Directors’ and officers’ liability insurance shall be obtained unless the Directors determine otherwise by majority vote.
 
ARTICLE V
FINANCIAL MATTERS
 
            Section 5.01.  Books and Records.  The Board of Directors of this corporation shall cause to be kept such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business. 
 
            Section 5.02.  Documents Kept at Registered Office.  The Board of Directors shall cause to be kept at the registered office of this corporation originals or copies of: 
 
                        (1)        Records of all proceedings of the Board of Directors and records of any proceedings of the Executive Committee;
 
                        (2)        All financial statements of this corporation; and
 
                        (3)        Articles of Incorporation and Bylaws of this corporation and all amendments and restatements thereof. 
 
            Section 5.03.  Fiscal Year; Accounting System and Audit.  The fiscal year of the corporation shall be September 1st until August 30th of each year unless otherwise determined by the Board of Directors.  The Board of Directors shall cause to be established and maintained, in accordance with generally accepted accounting principles applied on a consistent basis, an appropriate accounting system for this corporation.  The Board of Directors shall cause the records and books of account of this corporation to be compiled, reviewed or audited as it determines at least once in each fiscal year and at such other times as it may deem necessary or appropriate and may retain such person or firm for such purposes as it may deem appropriate. 
 
            Section 5.04.  Compensation.  The Board of Directors of this corporation may at any time and from time to time, by resolution adopted by a majority of the Directors who are present at the meeting, provide for the payment of employment compensation to any employee or agent of this corporation, and for the payment or reimbursement of expenses necessarily paid or incurred by any such employee or agents or by an officer or Director of this corporation, but only if and to the extent that the performance of such service or the incurrence of such expenses is directly in furtherance of the purposes of this corporation as set forth in the Articles of Incorporation, and the compensation or the amount of expenses paid or reimbursed, as the case may be, is reasonable and not excessive and, in the case of reimbursement of expenses for officer’s or Directors, has been pre-approved by the Board of Directors. 
 
            Section 5.06.  Checks, Drafts, and Other Matters.  All checks, drafts, or other orders for the payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of this corporation shall be signed by such officer or officers, agent or agents, employee or employees of this corporation and in such manner as may from time to time be determined by resolution of the Board of Directors. 
 
            Section 5.07.  Deposit of Funds.  All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, foundations, or other depositories as the Board of Directors may select. 
 
            Section 5.08.  Annual Budget.  The Executive Committee shall create at least thirty (30) days in advance of the May meeting of the Board of Directors a budget for the upcoming fiscal year (the “Annual Budget”).  At the last or penultimate regular meeting of the Board of Directors (or at a special Board meeting called for such purpose) preceding the annual meeting of Members, the Board of Directors shall consider and approve such Annual Budget with such amendments as it determines appropriate. 
 
ARTICLE VI
GENERAL PROVISIONS
 
            Section 6.01.  Waiver of Notice.  Whenever notice of any meeting is required to be given by these Bylaws or any of the corporate laws of the State of Minnesota, such notice may be waived in writing, signed by the person or persons entitled to such notice, whether before, at, or after the time stated therein or before, at, or after the meeting.
 
            Section 6.02.  Means of Notice.  Any notice required for any meeting for any committee or group conducted hereunder may be given by letter, facsimile transmission or e-mail transmission. 
 
            Section 6.03.  Voting.  Any determination made hereunder by any group hereunder shall be by affirmative vote of a quorum except where expressly stated otherwise.
 
            Section 6.04.  Notices Excused.  Notice of any meeting of the Board of Directors need not be given to any Director who shall be present at such meeting; and any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all of the Directors of this corporation then in office shall be present thereat or waive such notice in writing before, at, or after such meeting. 
 
            Section 6.05.  Quorum and Manner of Acting.  Except as otherwise provided by statute or by these Bylaws, at least a majority of the total number of a group’s members eligible to vote (but in any event not less than three (3)) shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of a group present at any meeting at which a quorum is present shall be the act of the that group.  In the absence of a quorum, a majority of the Directors present may adjourn any meeting from time to time until a quorum shall be had.  Notice of any adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. 
 
            Section 6.06.  Amendments.  The Board of Directors may amend this corporation's Articles of Incorporation, as from time to time amended or restated, and these Bylaws, as from time to time amended or restated, to include or omit any provision that could lawfully be included or omitted at the
 
time such amendment or restatement is adopted.  Any such amendment(s) or an entire revision or restatement of the Articles of Incorporation or Bylaws shall require a majority vote at a meeting of the Board of Directors that included in the notice for such meeting that such an amendment, amendments, revision or restatement would be on the agenda for such meeting. 

 

 
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