Article I: Name and Purpose

Section 1. Name The name of this organization shall be the Little Chute Business Association (hereinafter referred to as LCBA).

Section 2. Purpose The purpose of LCBA is to promote local commerce, support member businesses, enhance the visibility and growth of the Little Chute business community, and foster collaboration, innovation, and community involvement.

Section 3. Principal Office LCBA shall maintain a principal office in the State of Wisconsin, located in Outagamie County. Additional offices within the State of Wisconsin may be established as designated by the Board of Directors.

Section 4. Registered Agent LCBA shall maintain a registered agent in the State of Wisconsin. The identity and address of the registered agent may be changed by resolution of the Board of Directors and by filing a statement with the Wisconsin Secretary of State. The initial registered agent is Destiny Antuna.

Article II: Membership

Section 1. Eligibility Membership shall be open to all businesses operating in or serving the Village of Little Chute, Wisconsin. Membership shall not be limited by industry or business size.

Section 2. Membership Dues Members shall pay annual dues as determined by the Board of Directors. Dues shall be used to fund events, marketing, member services, and community projects. Transparency regarding the use of dues shall be maintained.

Section 3. Application Applications for membership shall be submitted in writing or electronically. Acceptance of the application constitutes an agreement to adhere to LCBA’s bylaws, policies, and procedures.

Section 4. Admission Application for membership shall be reviewed for approval by the Board of Directors.

Section 5. Termination of Membership Membership may be terminated by a two-thirds majority vote of the Board of Directors for conduct contrary to LCBA’s mission or policies. Membership may also be terminated for non-payment of dues after 30 days or upon resignation by the member.

Section 6. Voting Restrictions of Members Each member in good standing shall have one vote. Votes are advisory unless designated as binding by the Board of Directors.

Article III: Board of Directors and Officers

Section 1. Composition The Board of Directors shall consist of five officers: President, Vice President, Treasurer, Secretary, and Membership Chair. The Board shall have no fewer than five (5) and no more than nine (9) members.

Section 2. Duties

  • President: Oversees LCBA’s operations, presides over meetings, and acts as the primary spokesperson.
  • Vice President: Assists the President and assumes duties in their absence. Leads special projects as needed.
  • Treasurer: Manages LCBA’s finances, including budgeting, dues collection, and financial transparency.
  • Secretary: Records meeting minutes, manages communications, and maintains organizational records.
  • Membership Chair: Recruits new members, fosters member relations, and oversees onboarding.

Section 3. Terms of Office Officers shall serve two-year terms. Terms shall be staggered: the President, Treasurer, and Membership Chair are elected in odd-numbered years, while the Vice President and Secretary are elected in even-numbered years.

Section 4. Election Officers shall be elected by the membership during the annual meeting. Nominations shall be solicited in advance, and voting may be conducted by ballot or electronically.

Section 5. Vacancies In the event of a vacancy, the Board shall appoint a replacement to serve until the next election.

Section 6. Removal The Board of Directors may remove any officer or agent by majority vote when it serves LCBA’s best interests.

Article IV: Meetings

Section 1. General Meetings LCBA shall hold regular general meetings, open to all members, at least monthly. The purpose of these meetings shall include networking, updates, and planning.

Section 2. Annual Meeting An annual meeting shall be held each year to review the organization’s progress, elect officers, and outline goals for the upcoming year.

Section 3. Board Meetings The Board of Directors shall meet at least quarterly to discuss and manage LCBA’s activities. A majority of the Board shall constitute a quorum.

Section 4. Special Meetings Special meetings may be called by the President, Secretary, or 20% of the Board. The meeting location will be determined by the calling party.

Section 5. Action Without a Meeting Board actions may be taken without a meeting if all Board members consent in writing or electronically. Actions become effective upon the last consent or a specified date.

Article V: Committees

Section 1. Standing Committees The Board may establish standing committees to carry out specific activities, such as marketing, events, or member engagement.

Section 2. Ad Hoc Committees The Board may also establish temporary committees as needed for special projects.

Article VI: Finances

Section 1. Fiscal Year The fiscal year of LCBA shall align with the calendar year.

Section 2. Budget The Treasurer shall prepare an annual budget for Board approval. Financial updates shall be provided at each Board meeting.

Section 3. Financial Records All financial records shall be maintained in a transparent manner and made available to members upon request.

Article VII: Indemnification

LCBA shall indemnify and hold harmless its directors, officers, employees, and agents to the fullest extent permitted by the laws of the State of Wisconsin against any and all expenses, liabilities, and claims (including attorney’s fees, judgments, fines, and amounts paid in settlement) arising out of their actions on behalf of LCBA, provided that such individuals acted in good faith and in a manner reasonably believed to be in the best interest of LCBA. This indemnification shall not apply to matters arising from gross negligence or willful misconduct.

Article VIII: Amendments

These bylaws may be amended by a two-thirds majority vote of the board members present at a general meeting, provided that the proposed amendments have been shared with members at least 30 days prior to the vote.

Article IX: Dissolution

Upon dissolution, any remaining assets shall be distributed to a nonprofit organization with similar purposes, as determined by the Board.

Adopted by the Little Chute Business Association on the 29th of January, 2025.

Heidi Schmidt, Secretary