2015 BOARD OF DIRECTORS

CHAMBER OF COMMERCE ORIENTATION MANUAL

Vision Greater Burlington shall be a growing center of commerce, industry, education, health care, entertainment and culture providing a great place to live, work and operate a business. Chamber of Commerce Mission: The Chamber of Commerce is a business association that exists to serve as a catalyst for economic growth and community development in Greater Burlington, Iowa. Primary Funding: Chamber Membership Investments, Event and Sponsorship Revenue Economic Development Mission: Grow Greater Burlington exists to add and retain jobs and grow the tax base of Des Moines County. Primary Funding: Gaming Revenue from Catfish Bend Casino, Partnering for the Future II Proceeds Convention & Visitors Bureau Mission: The Greater Burlington Convention & Visitors Bureau is dedicated to marketing and promoting the Greater Burlington community as a premier destination to both leisure and business travelers. Primary Funding: Hotel/Motel Tax via Contract with Burlington/West Burlington Downtown Partners, Inc. Mission: The mission of Downtown Partners is to preserve and revitalize downtown Burlington by enhancing its economy, infrastructure, and historical and cultural features. Primary Funding: SSMID Surcharge, Event and Sponsorship Revenue, City of Burlington Values Relevant to the needs of our stakeholders Creative in the approach to problem solving Professional in the way we conduct business Positive in our outlook of the future Visible members of the community Progressive in the things we embrace Cohesive in our partnerships with others Strategic with our time and resources Fun is an attitude we embrace Approachable at all times

2015 Meeting Schedule

3rd Tuesday of each month

7:30 AM

January 20, 2015 February 17, 2015

March 17, 2015 April 21, 2015 May 19, 2015 June 16, 2015

No July Meeting August 18, 2015

September 15, 2015 October 20, 2015

November 17, 2015 December 15, 2015

2015 CHAMBER OF COMMERCE BOARD OF DIRECTORS

OFFICE NAME AFFILIATION TERM EXPIRES Chairperson Hubbard, Laura CNH 2015 Chairperson-Elect Vance, Joyce Girl Scouts of Eastern IA and Western IL 2015 Past-Chairperson Burkhart, Jeff MidWestOne Bank 2015 Treasurer Baltisberger, Aaron Two Rivers Bank & Trust 2015

Director Deb Brinkley Happy Joes 2015 Director Lea Burke Burke Installed 2015 Director Jim Carter Retired, Dresser-Rand 2015 Director Massimo Eritale Alfagomma America 2015 Director Tim Fencl Danville Telecom 2015 Director Deb Fowler Century 21 Property Professionals 2015 Director Jim Kammerer Great River Health Systems 2015 Director Byers Wolf Energyficient Systems 2015 Director Baltisberger, Aaron Two Rivers Bank & Trust 2016 Director Boyle, Robert C-CAT 2016 Director Egan, Lynn Record Securities 2016 Director Hart, Jon Edward Jones 2016 Director Henneke, Dara International EyeCare Center 2016 Director Hillyard, Heath Summer Street Animal Clinic 2016 Director Jennison, John Riley Paint Company 2016 Director Korschgen, Kim State Farm Insurance 2016 Director Joshua Cloke Acuity Financial 2017 Director Sue Frice Iowa Vocational Rehabilitation 2017 Director Rick Hall 2017 Director Marlis Robberts Robberts, Kirkman & Engler, LLLP 2017 Director Rochelle Swanner Lunning Chapel 2017 Director Karen Taylor Shearer’s Foods 2017 Director Cindy Villebrun Universal Therapy Group 2017 Director Scott Zaiser Zaiser’s Landscaping 2017 COURTESY MEMBERS Burlington Community School District Coen, Pat Burlington Notre Dame Trine, Deb City of Burlington Ferneau, Jim City of West Burlington Gifford, Dan Danville Community School District DeLacy, Gary Des Moines County Board of Supervisors Broeker, Tom Des Moines County Farm Bureau Denney, Dan Great River Christian School Frischkorn, Jon Mediapolis Community School Ray, Greg Southeastern Community College Ash, Michael Southeast Iowa Regional Airport Authority Beaird, Mary West Burlington School District Schmitt, Dave

GROW GREATER BURLINGTON, INC. OFFICERS AND BOARD OF DIRECTORS

2015

OFFICE NAME AFFILIATION OFFICER TERM EXPIRES Immediate Past Chair Symons, Craig Great Western Bank 2015 Chair Shinn, Matt Two Rivers Bank 2015 Chair-Elect Walsh, Charles L. Farmers & Merchants Bank & Trust 2015 Treasurer Gary Hoyer Great River Entertainment 2015

BOARD TERMS Director Titus, Steve Iowa Wesleyan College 2015 Director Walsh, Charles L. Farmers & Merchants Bank & Trust 2015 (2nd Term) Director John Manly Winegard Company 2015 Director Delaney, Steve The Hawk Eye 2015 (2nd Term) Director Richardson, Mark Great River Medical Center 2016 (2nd Term) Director Krause, Jerry Farmers & Merchants Bank & Trust 2016 (2nd Term) Director Mann, Donna Mann’s McDonalds 2016 Director Hoyer, Gary Great River Entertainment 2016 (2nd Term) Director Ash, Michael Southeastern Community College 2017 Director Upton, Craig KPI Concepts 2017 Director Sherwood, Jerry The Sherwood Company 2017 (2nd Term) Director Reif, Ken Valley Distribution 2017 Appointed Broeker, Tom Des Moines County Supervisor Appointed McCampbell, Shane City of Burlington Appointed Gifford, Dan City of West Burlington Ex-Officio: Snider, Scott Alliant Energy

DOWNTOWN PARTNERS, INC. Board of Directors 2015

Office Name Affiliation Term Expires Current Term Chair Bill Partain Two Rivers Bank & Trust 2015 1st Past Chair Chris Lee Des Moines County Conservation 2015 1st Chair Elect Julie Anderson Hope Haven 2016 1st Treasurer Laura Beckman LaMont Limited 2016 1st Director Danny Bessine Weird Harold’s 2015 2nd Director Kathi Bowler Burlington Apartments 2017 1st Director Janine Clover SBDC 2017 1st Director Todd Darnall McConnell Lofts 2016 2nd Director Tyler French The Washington 2017 1st Director Ryan Gerling Cray, Goddard, Miller & Taylor 2016 1st Director Zach James Southeast Iowa Regional Planning 2016 unexp Director Cindy Larson Klingner & Associates 2015 1st Director Ryan Nagrocki Great Western Bank 2015 unexp Director Doreen Roy Gypsi 2016 1st Appointed Becky Anderson City Council Appointed Jim Ferneau City Manager Ex-Officio Jason Hutcheson Greater Burlington Partnership

2015 Convention & Visitors Bureau Steering Committee

NAME AFFILIATION TERM EXPIRES Pritchard, L.J. Titan Broadcasting 2015 Rector, Kent DMC Conservation 2015 Switzer, Marlena PZAZZ! Hotels 2015 Beenken, Angela DMC Historical Society 2016 Kester, Randy Burlington Trailways 2016 Pfeifer, Christy Comfort Suites 2016 Fleming, K.C. Great River Health Systems 2017 Shinn, Mike* MidWestOne Bank 2017

Appointments

Kara Steward City of West Burlington Appointed Fleming, Bob City of Burlington Appointed

*Chairperson

Your Role as a Director The Board of Directors determines policies and sets goals aimed at improving the social, political and economic well-being of the community. As the policy-forming branch of the organization, the Board:

• authorizes the organization’s Program of Action; • approves the organization’s budget; • hears and acts on committee recommendations; • directs the organization’s general operations; • determines the course of action and sets the long term agenda for the organization.

As a member of the Board, you are responsible for considering the needs of the entire community. You must work with other directors in developing a Program of Action that gives the Greater Burlington Partnership the greatest opportunity for growth and prosperity. You should not only recognize the democratic character of the organization but also believe strongly in voluntary, cooperative effort in solving community problems. You should respect the collective judgment of interested citizens and should recognize the unique decision-making and problem-solving powers that are created when these people are mobilized for action. The Board is not expected to “do all the thinking” for the organization. Rather, its function is to see that:

• persons actively participate in committees or action groups • committees and other groups are given defined objectives; • committees are given responsibilities and challenges; • community groups are brought into the decision-making process; • the organization accomplishes its goals; • the organization is adequately financed.

Bylaws authorize the chair to appoint committees. The chair does, however, usually consult with the Board. All Board members should take an active interest in the organization and operation of activities. It is recommended that board members serve on at least one committee.

The Board of Directors Responsibilities Just as the chief paid executive must know what the duties of his or her job is, so should the Board of Directors have a working knowledge of their responsibilities. What is its job in relation to the organization? As a Board, directors perform essentially a legislative function. That is, the Board makes all policy decisions of the Greater Burlington Partnership. However, from time to time, it may direct a poll of the membership when considered desirable as a guiding influence. Specifically, however, the Board of Directors shall:

• Set the overall policy of the organization. • Determine the goals through an approved Program of Action. • Provide adequate funds to do the job through the annual budget. • Establish the dues structure. • Elect officers in accordance with the by-laws. • Recommend changes in the by-laws. • Fill all vacancies occurring on the Board of Directors in accordance with the by-laws. • Meet as required by the by-laws, or by call of the Chair, or on its own motion. • Provide adequate facilities and equipment.

Further, as individuals, each director is expected to:

• Attend all meetings of the Board of Directors. • Consult frequently with the membership of the Chamber of Commerce, investors, hotels, and downtown

businesses in order that he or she may be truly representative in his or her legislative function, or to explain Board Actions.

• Counsel and advise as requested by officers of the corporation, and make suggestions, as well as serve on committees and task forces when requested.

• Perform such duties, within his or her capabilities, as may be requested by the Chair. • Serve as an Ambassador. • Market membership and participation in the community. • It is recommended that board members serve on at least one committee.

Dealing With Criticism of the Partnership

During the course of each term of office, a Partnership director may expect to encounter criticism of the Partnership and its divisions. We have an obligation to the Partnership, of course, to defend it against unjust criticism, or if the criticism is justified, to initiate action that may eliminate the cause of the criticism. If a director is silent when receiving criticism, such silence often will be interpreted as tacit approval of the criticism. Directors may then be “painted into a corner”. To avoid this, the director needs to let objectors know that they will “look into” the subject. A Partnership director can frequently make a distinct contribution to the well-being of our chamber by bringing to the attention of the Board both the critical and constructive suggestions received from citizens in the community. By doing so, we enable our community to become a better place in which to live and work.

Board of Director Commitment to Serve I, _______________________________, recognize the important responsibility I am undertaking in serving as a member of the Board of Directors, and hereby pledge to perform all the duties and obligations inherent in my role as a Director. MY ROLE My primary role as a member of the Board of Directors will focus on the discussion and formation of policy in keeping with the mission and goals. MY COMMITMENT I will exercise the duties and responsibilities of this office with integrity, responsibility and due care. I pledge: Support the mission statement. Read and understand the financial statements and otherwise assist the Board in fulfilling its

fiduciary responsibility. Attend board meetings and actively participate in decision-making. Advocate for the organization; promote it in ways appropriate to my profession and contacts. Maintain Chamber of Commerce membership and support the organization financially in other

ways where possible. Participate in strategic planning activities. Observe parliamentary procedures and display courteous conduct in all meetings. To respect the distinction between the policy setting role of the Board of Directors and the

implementation role of management. To perform a role of holding management accountable to the goals and to fiscal responsibility. To avoid conflicts of interest between my position at the Greater Burlington Partnership, and my

personal and professional life. If such a conflict does arise, declare that conflict and refrain from voting on matters in conflict or the appearance of conflict is present.

To support all actions taken by the Board of Directors. Participate in committees and events.

If, for any reason, I find myself unable to carry out the above duties, I agree to resign my position as Director. Signature of Board Member: Board Serving: Chamber ED CVB DPI Date:

Conflict of Interest The Greater Burlington Partnership, its partner entities, Officers, Directors, and Committee members shall avoid any conflict or appearance of conflict of interest between their respective personal, professional or business interests and the interests of the Partnership

If any Officer, Director or Committee member of the Partnership has any direct or indirect interest in, or relationship with, any individual or organization that proposes to enter into any transaction with the Partnership, including but not limited to transactions involving:

1. The sale, purchase, lease or rental of any property or other asset with a value of $1,000 or more; 2. Employment, or rendition of services, personal or otherwise; 3. The award of any grant, contract, or subcontract with a value of $1,000 or more; and 4. The investment or deposit of any funds of the Partnership.

Such person shall give notice of such interest or relationship and shall thereafter refrain from discussing or voting on the particular transaction in which he has an interest, or otherwise attempting to exert any influence on the Partnership, or its components to affect a decision to participate or not participate in such transaction.

Board members will annually sign a Conflict of Interest Disclosure Statement. Rationale: This policy is good business practice to prevent the appearance of impropriety or legal challenge stemming from alleged conflict of interest. Date of Adoption: Adopted 11/18/08

Annual Board Member Conflict of Interest Disclosure and Certification

I am a member of the following Board of Directors: (please circle one) Chamber of Commerce Economic Development Convention and Visitor’s Bureau Downtown Partners Please list any organization with which you are affiliated that may present a conflict of interest: ________________________________________________________ ________________________________________________________ ________________________________________________________ ________________________________________________________ Certification I,____________________________________, certify that I have read and understand the Conflict of Interest policy of the Greater Burlington Partnership and agree to comply with it. I affirm that, except as listed above, I have no conflict of interest or affiliation with any organization which may have interests that conflict with, or appear to conflict with, the best interests of the Greater Burlington Partnership. Should such conflicts or apparent conflicts of interest arise in connection with the affiliations listed above, I agree to refrain from participating in any deliberations, decisions or voting related to the matter. I also agree, during my term on a Greater Burlington Partnership Board to report promptly to the President of the Greater Burlington Partnership, or his/her designee, any future situation that involves, or might appear to involve, any conflict with the best interests of the Greater Burlington Partnership. ________________________________________________________________ Signature Date ________________________________________________________________ Print Name and Title

2015 Goals & Strategies

Partnering for the Future II Capital Campaign Goals 2014 - 2018 Work with the private sector to spur 750 new primary jobs. Assess and assemble an action plan for a future industrial park. Realize $125 million in private capital investment. Conduct 90 existing business visits per year. Increase tourism expenditures from $500 million to $650 million. Increase the county population to 42,000 by 2020. Enhance leadership capacity through the Young Professionals and Greater Burlington

Leadership programs. Continue aggressive property redevelopment efforts in Downtown Burlington and across the

community. Publish an annual State of the Economy report card in conjunction with the annual report.

Chamber of Commerce Complete the U.S. Chamber of Commerce Accreditation program. Engage numerous members

to assist with the review of the application and requirements. Review current programs to determine they are fulfilling the needs of members. Upon review,

determine if there are new areas of interest for members. Begin engaging business friendly candidates to run for office and become aware of those willing

to run for the 2016 elections. Take an in-depth look at membership renewal, growth and loss rates. Review the types of

communication and determine any necessary changes to the retention plan. Greater Burlington Young Professionals will continue to actively market and recruit members,

increasing overall membership. Attendance will be tracked at all events and an attendance tracking app for smartphones will be researched to determine cost and how the data can be used.

Economic Development Analyze existing infrastructure assets and assess the infrastructure needed to support growth

from targeted industries and their supply chains. Partner with the Armament Retooling & Manufacturing Support (ARMS) Program and the

Iowa Economic Development Authority to jointly market the Iowa Army Ammunition Plant (IAAAP) certified industrial site.

Partner with area cities to produce a housing needs assessment of Burlington and West Burlington to qualify for Iowa’s Workforce Housing Tax Credit Program.

To address the workforce shortage and skills gap, become a Home Base Iowa community as a means to encourage veterans with those skills to move here.

Complete an assessment of existing workforce development and education services, identifying new opportunities to improve our workforce skills gap.

Convention and Visitors Bureau Negotiate a hotel/motel tax contract that allows tourism to continue to thrive. Evaluate funding methods for Wayfinding signage implementation. Successfully fulfill FY15 Regional Sports Authority District requirements and apply for FY16

certification. Diversify digital marketing efforts to increase website visitation by 5%. Expand methods for attracting visitors to the Welcome Center – heavily promote bike rentals,

itinerary development, host five classroom field trips.

Downtown Partners With Partnering for the Future II funding, undertake downtown parking study and engage the

City on expanding its scope and implementation. Establish 144 Envelopes as the signature board fundraising event each year, and sell all

envelopes. Plan a successful donor thank you reception to cap off the fund drive. Exhaust the blade signage grant funds and seek money to replenish the fund as needed. See Phase 1 of the Lightscape Project (lighting the towers and steeples) completed. Conduct an open house event showcasing available commercial spaces. Using Witte Foundation funding, complete downtown flower planting and maintenance.

Explore changes in planter locations, plan for future upgrades, and secure annual funding for this effort.

Build on the popularity of the Social Media Scavenger Hunt by making it an annual event.

Burlington/West Burlington Area Chamber of Commerce

BYLAWS

ARTICLE I – GENERAL

Section 1 NAME

This organization is incorporated under the laws of the State of Iowa and shall be known as the

Burlington/West Burlington Area Chamber of Commerce. The term "Chamber of Commerce" will be

used throughout referring to the Burlington/West Burlington Area Chamber of Commerce.

Section 2 PRINCIPAL PLACE OF BUSINESS

The principal place of business of the corporation shall be in the City of Burlington, Iowa, and the

Burlington, Iowa area, unless changed by action of the Board of Directors.

Section 3 PURPOSE

The Chamber of Commerce exists to improve and grow the economic, social and political environments

of Des Moines County, Iowa.

Section 4 LIMITATION OF METHODS

The Chamber of Commerce shall observe all State and Federal laws which apply to a non-profit

organization as defined in Section 501 (c)(6) of the Internal Revenue Code. This organization is subject

to Chapter 613.19 of the Code of Iowa, which addresses indemnification of directors of non-profit

corporations in Iowa.

ARTICLE II – MEMBERSHIP

Section 1 ELIGIBILITY Any person, association, corporation of partnership that supports the objectives of the

1

Chamber of Commerce shall be eligible to apply for membership.

Section 2 MEMBERSHIP

Any applicant shall become a member upon payment of an annual monetary investment. Membership

will consist of those who make an annual investment to the corporation.

Section 3 TERMINATION

A. Any member may resign from the Chamber of Commerce upon written request to the Board of

Directors.

B. Any member shall be expelled by the Board of Directors for non-payment of dues after ninety (90) days

from the date due, unless otherwise extended for good cause.

C. Any member may be expelled by a two-thirds vote of the Board of Directors, for business conduct

detrimental to the aims of the Chamber of Commerce, after notice and opportunity for a hearing are

afforded the member complained against.

Section 4 VOTING

In any proceeding in which voting by the membership is called for, each member person, firm,

association of corporation shall be entitled to one vote.

Section 5 EXERCISE OF PRIVILEGES

Any firm, association, corporation or partnership holding membership may designate individuals whom

the member desires to exercise the privileges of its membership.

Section 6 TYPES OF MEMBERSHIP

A. Active Member Any organization or business can be considered as an Active Member of the Chamber of

Commerce. The Active Member will be required to be current with their Annual Membership

Investment. All Member Benefits and Services will be offered to the Active Member.

B. Multiple Location Member An Active Member organization that has multiple locations in Des Moines

County operating under the same name and/or at the same location and sharing employees, will be billed

2

based upon a total of the Des Moines County employment level plus a fee for each location. Each

location will be listed in the membership listing. All Member Benefits and Services will be offered to the

Multiple Location Member.

C. Lifetime Member Upon recommendation by the Executive Committee, the Board of Directors may

grant lifetime membership status to retired individuals who have been long term members of the

Chamber of Commerce and served the Chamber of Commerce and the community in an exemplary

fashion. Past Presidents of the Board and Chairman of the Board will be granted lifetime membership

upon their retirement from regular employment. Such honorary members shall be afforded all privileges

of regular membership status with no requirement for payment of membership dues.

ARTICLE III – MEETINGS

Section 1 ANNUAL MEETING

The annual meeting of the corporation shall be held each fiscal year at the time and place fixed by the

Board of Directors and notice thereof mailed to each member at least fourteen (14) days before said

meeting.

Section 2 ADDITIONAL MEETINGS

Special meetings shall be held at the call of the chairperson or the Board of Directors, or upon the written

request of five percent (5%) of the members in good standing. a) Notice of special meetings shall be

provided to each member at least two (2) days prior to the date of said meeting. b) Board meetings may

be called by the chairperson or by the Board of Directors upon written application of three (3) members

of the Board. Notice of the meeting shall be given to each director at least one (1) day prior to said

meeting. c) Committee meetings may be called at any time by the chairperson, chairperson-elect, vice

chairperson, or by the committee’s chairperson.

3

Section 3 QUORUMS

At any duly called meeting of the Chamber of Commerce, ten percent (10%) of the members shall

constitute a quorum; a majority of Directors shall constitute a quorum of the Board of Directors; at

committee meetings, a majority shall constitute a quorum except when a committee consists of more

than nine (9) members, five (5) shall constitute a quorum.

ARTICLE IV – BOARD OF DIRECTORS

Section 1 COMPOSITION OF THE BOARD

The Board of Directors shall be composed of twenty-four (24) members, eight (8) of whom shall be

elected annually to serve for three (3) years, or until their successors are elected and have qualified. The

Board of Directors shall have full and complete authority to do each and every act necessary and

expedient to carry on the business of the corporation and to fulfill its objectives.

Section 2 SELECTION AND ELECTION OF DIRECTORS

A. Nominating Committee In August, the chairperson of the Board of Directors shall submit to the

directors the names of five (5) members who, together with the immediate two (2) past chairpersons,

who have an active presence with the corporation, and the chairperson in office, shall constitute a

nominating committee. The nominating committee, when so elected, shall notify the membership

through the newsletter inviting members to submit names to the committee of possible candidates for

nomination to the Board of Directors.

The nominating committee is to give full consideration, but is not to be confined to, the candidates

suggested by the general membership. In October, the nominating committee will report to the Board of

Directors the names of eight (8) individuals to stand as candidates at the next annual election. Each

candidate must be an active member in good standing and must have agreed to accept the responsibility

of a director. Directors shall be elected to one (1) three-year term, and shall not be eligible for re-election

4

to Board of Directors to succeed themselves. A one (1) year waiting period must elapse before any

former director would be eligible for election to the Board of Directors, except in the case of a director

who is filling a vacancy for an unexpired term of two years or less. The one-term rule does not apply to

officers of the corporations.

B. Publicity of Nomination. Upon receipt of the nominating committee, the president shall notify the

membership by mail or email of the names nominated as candidates for directors, and the member’s right

of petition.

C. Nomination by Petition Additional names of candidates for directors can be nominated by petition

bearing the genuine signatures of least twenty (20) qualified members of the Chamber. Such petition(s)

shall be filed with the nominating committee within ten (10) days after notice has been given of the

names of those nominated.

D. Determination The Board of Directors shall have the authority to examine the qualifications of such

persons nominated by the nominating committee or by petition(s), and make substitution of any names

so submitted upon affirmative vote of ¾ or more of the Board of Directors present.

E. Election It shall be the duty of the president to have created the ballot on which are the names of the

eight (8) candidates, plus the names(s) of candidates submitted by petition, if any. In addition, any

member may insert on the ballot the names of not more than two (2) members of the Chamber of

Commerce eligible to the office of director and vote for him/her or them, and space for such write-in

candidate shall be provided on the ballot.

Instructions will be to vote for eight (8) candidates only. The president shall send the ballot to all

members at least fifteen (15) days before the regular December Board meeting.

The ballots shall be marked and returned to the Chamber of Commerce office within ten (10) days. The

Board of Directors at the regular December Board meeting shall declare the eight (8) candidates with the

greatest number of votes elected.

5

In addition to the persons so elected by the membership, as herein provided for the office of director, the

retiring chairperson of the Board of Directors, the divisional vice chairpersons, and the treasurer, if not

elected members of the Board, shall become members of said Board of Directors for the ensuing one (1)

year with the same right, powers and duties as if elected by the membership of the corporation.

Section 3 VACANCIES

A. Board of Directors A member of the Board of Directors who shall be absent from three (3) consecutive

regular meetings, except for valid reason to be passed upon by the Board of Directors, may be considered

the equivalent of his/her resignation, and the chairperson may declare his/her place vacant and the

Board of Directors shall proceed to elect a successor to fill the vacancy. Vacancies by resignation or

otherwise in the Board of Directors shall be filled by the Board of Directors for the remaining term of the

director’s position vacated, by a majority vote.

B. Officers Vacancies occurring in the office of chairperson-elect or treasurer are to be filled by action of the

Executive Committee. Vacancies in the offices of the vice chairpersons shall be filled by action of the

chairperson.

Section 4 POLICY

The Board of Directors is responsible for establishing procedures of the organization. The Board of

Directors is also responsible for adopting all policies of the organization. These policies shall be

maintained in a policy manual, to be reviewed annually and revised as necessary.

Section 5 MANAGEMENT

The Executive Committee, as defined by these bylaws, shall employ a president and shall fix the salary

and other considerations of employment. The president shall be expected to manage the day to day

operations of the organization. The chairpersons and chairpersons-elect of the Chamber of Commerce

and Grow Greater Burlington Inc. shall annually review the president and establish his/her

salary/benefits for the upcoming year.

6

ARTICLE V – OFFICERS

Section 1 DETERMINATION OF OFFICERS

The Nominating Committee for Directors shall also nominate officers each year, excluding the divisional

vice chairpersons. At the last regular meeting of the fiscal year, the Board of Directors shall elect from

their number, or from the membership, the chairperson, the chairperson-elect and the treasurer. The

chairperson and the chairperson-elect shall serve for one year or until their successors assume the duties

of the office. The treasurer may serve more than one (1) year but no longer than three (3) years.

Section 2 DUTIES OF OFFICERS

A. Chairperson The chairperson shall serve as the chief elected officer of the Chamber of Commerce and

shall preside at all meetings of the membership, Board of Directors and Executive Committee.

B. Chairperson-Elect The chairperson-elect shall exercise the powers and authority and perform the duties

of the chairperson in the absence or disability of the chairperson. The chairperson-elect shall appoint as

many vice chairpersons as deemed necessary to conduct the activities of the Chamber of Commerce,

with the approval of the Board of Directors, to serve during his or her tenure.

C. Treasurer The treasurer shall be responsible for safeguarding of all funds received by the chamber and

for their proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in

a manner approved by the Board of Directors. The treasurer is also responsible for preparing the budget

for the year with the assistance of the president and the Executive Committee.

D. President The president shall be the chief executive officer and serve as secretary of the corporation.

The president shall serve as advisor to the chairperson and the Executive Committee and shall assemble

information and data and cause to be prepared special reports as directed by the program of the Chamber

of Commerce. The president shall be responsible for hiring, discharging, directing and supervising all

employees.

7

Section 3 EXECUTIVE COMMITTEE

The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in

session, but shall be accountable to the Board of Directors for its actions. It shall be composed of the

Chamber of Commerce chairperson, chairperson-elect, past chairperson and treasurer; Grow Greater

Burlington Inc. chairperson, chairperson elect, past chairperson and treasurer; Convention and Visitors

Bureau Steering Committee chairperson and Downtown Partners Inc. chairperson and the President and

CEO. Staff as requested by the president will be in attendance as a resource to the Executive Committee.

The Chamber of Commerce chairperson shall serve as the Chairperson of the Executive Committee.

ARTICLE VI – COMMITTEES

Section 1 APPOINTMENT AND AUTHORITY

The chairperson shall appoint all committee chairpersons with the approval of the Board of Directors.

The chairperson may appoint such ad hoc committees and their leaders as deemed necessary to carry out

the program of the Chamber of Commerce. Committee appointments shall be for one (1) year.

It shall be the function of committees to make investigations, conduct studies and hearings, make

recommendations to the Board of Directors, and carry on such activities as may be delegated to them by

the Board.

Section 2 LIMITATION OF AUTHORITY

No action by any member, committee, division, employee, director or officer shall be binding upon, or

constitute an expression of the policy of the Chamber of Commerce until it shall have been approved or

ratified by the Board of Directors. Committees shall be discharged by the chairperson when their work

has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is

deemed appropriate to discontinue the committees.

8

Section 3 DIVISIONS, BUREAUS AND SUBSIDIARIES

The Board of Directors may create such divisions, bureaus, or subsidiary corporations as it deems

advisable to handle the work of the Chamber of Commerce. The Board shall annually review and

approve all activities and proposed programs of these entities, including collection and disbursement of

funds. Money raising or self-funding events planned during the year by these entities must have prior

approval of the Board of Directors. All funds collected and expended for such events must be

deposited/paid by the Chamber of Commerce.

No action or resolution of any kind shall be taken by any of the above entities having a bearing upon or

expressive of the Chamber of Commerce, unless approved by the Board of Directors.

ARTICLE VII – FINANCES

Section 1 FUNDS

All money paid to the chamber shall be placed in a general operating fund.

Section 2 DISBURSEMENTS

Upon approval of the budget, on accounts and expense provided by the budget, disbursements shall be

by check, signed by two officers.

Section 3 FISCAL YEAR

The fiscal year of the Chamber of Commerce shall close on December 31st.

Section 4 BUDGET

At the regular Board meeting in December, the Executive Committee shall submit the budget for the

coming fiscal year to the Board of Directors for approval.

Section 5 ANNUAL AUDIT

9

The accounts of the corporation shall be audited by a Certified Public Accountant as soon as practical

after the close of each fiscal year. The audit shall at all times be available to members of the corporation

within the office of the Chamber of Commerce.

Section 6 BONDING

All employees of the corporation shall be covered by bond with the amount of bond being recommended

by that person making the audit, and paid for by the Chamber of Commerce.

ARTICLE VIII – INDEMNIFICATION

Section 1 SCOPE

The Corporation shall indemnify its officers and directors and any former officers and directors for

liability (as such term is defined in Section 504.851(5) of the Revised Iowa Nonprofit Corporation Act)

to any person for any action taken, or any failure to take any action, as a director, except liability for any of

the following:

(1) receipt of a financial benefit by a director to which the director is not entitled;

(2) an intentional infliction of harm on the Corporation or the members;

(3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation

Act; or

(4) an intentional violation of criminal law.

Without limiting the foregoing, the Corporation shall exercise all of its permissive powers as often as

necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted

by law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize broader

indemnification, then the indemnification obligations of the Corporation shall be deemed amended

automatically and without any further action to require indemnification and advancement of funds to pay

for or reimburse expenses of its directors and officers to the fullest extent permitted by law. Any repeal or

10

modification of this Article shall be prospective only and shall not adversely affect any indemnification

obligations of the Corporation with respect to any state of facts existing at or prior to the time of such

repeal or modification.

In no case, however, shall the Chamber of Commerce indemnify, reimburse, or insure any person for any

taxes, except an excise tax assessed with respect to an employee benefit plan, imposed on such individual

under Chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended

(“the Code”). Notwithstanding the foregoing, the Chamber of Commerce shall not indemnify,

reimburse, or insure any person in any instance where such indemnification, reimbursement, or

insurance is inconsistent with Section 4958 of the Code or any other provision of the Code applicable to

corporations described in Section 501(c)(6) of the Code.

ARTICLE IX– DISSOLUTION

Section 1 PROCEDURE

The Chamber of Commerce shall use its funds only to accomplish the objectives and purposes specified

in these bylaws and no part of said funds shall inure, or be distributed, the members of the Chamber of

Commerce. On dissolution of the Chamber of Commerce, any funds remaining shall be distributed to

one or more regularly organized and qualified charitable, educational, scientific or philanthropic

organizations to be selected by the Board of Directors as defined in Section 501(c)(3) of the Internal

Revenue Code.

11

ARTICLE X

Section 1 PARLIAMENTARY AUTHORITY

The current edition of Roberts Rules of Order shall be the final source of authority in all questions of

parliamentary procedure when such rules are not consistent with the Bylaws of the Chamber of

Commerce.

ARTICLE XI – AMENDMENTS

Section 1 REVISIONS

These bylaws may be amended or altered by a two-thirds (2/3) vote of the members of the Board of

Directors present. Any proposed amendments of alterations shall be submitted to the Board in writing at

least seven (7) days in advance of the meeting at which they are to be acted upon.

Adopted April 21, 1987 Glen Heagle, President Amended April 18, 1989 Dave Ebbing, President Amended July 17, 1990 Jim Livengood, President Amended May 16, 1995 Anita Wagner, President Amended December 20, 1996 Kent Gaudian, President Amended November 12, 1997 Jim Olson, Chairman

Amended November 20, 2001 Doug Martin, Chairman Amended April 20, 2004 Jerry Sherwood, Chairman Amended August 21, 2007 Tom Greene, Chairman Amended May 11, 2010 Tony Hayes, Chairman Amended August 18, 2011 Rick Buller, Chairman

12

10:10 AM

12/04/2014

Accrual Basis

Burlington/West Burlington Area Chamber of Commerce

Profit & Loss Budget Overview January through December 2015

2015 Budget 2014 Budget

Ordinary Income/Expense

Membership Income

4000001 · Membership Investment Inc 304,130.00 309,000.00

4005000 · New Membership Dues 17,950.00 22,600.00

4010001 · Voluntary Contributions 11,000.00 11,000.00

Total Membership Income 333,080.00 342,600.00

Program Income

4050000 · Newsletter Income 23,000.00 25,300.00

4054000 · Community Guide Income 24,300.00 33,400.00

4200500 · Regional SE Iowa Days Inc 11,325.00 9,000.00

4200612 · Eggs -N- Issues Income 2,625.00 3,100.00

4200615 · Government Relations 3,800.00 3,200.00

4200619 · Young Prof Dues/Events 21,650.00 21,900.00

4200620-YP Shirt Income 1,500.00

4200626 · Annual Dinner Income 39,870.00 34,600.00

4200631 · Leadership Program Income 19,940.00 13,500.00

4201622 · Golf Outing Income 20,425.00 23,300.00

4220001 · Business After Hours Inc 11,925.00 13,000.00

Total Program Income 178,860.00 181,800.00

4010002 · Member Labels/List/CD 700.00 700.00

4010004 · Room Rental Charges 800.00 800.00

4010106 - Copier Income - 6,400.00

4010118 · Postage Income 16,275.00 17,800.00

4010200 · RPPCA Administrative Fees 3,000.00 3,000.00

4020000 · Interest Income 400.00 500.00

4021000 · DPI Rent 10,800.00 9,900.00

4022000 · GGB Rent 36,000.00 37,800.00

4023000 · CVB Rent 19,200.00 18,000.00

4030000 · Partnering for the Future 45,000.00 40,000.00

4031000 · Chamber Bucks Income 1,325.00 -

Total Income 133,500.00 134,900.00

Gross Profit 645,440.00 659,300.00

Page 1 of 3

10:10 AM

12/04/2014

Accrual Basis

Burlington/West Burlington Area Chamber of Commerce

Profit & Loss Budget Overview January through December 2015

2015 Budget 2014 Budget

Expense

Administrative Expenses

6100000 · Insurance Expense 6,565.00 5,400.00

6104000 · Equipment Lease 13,520.00 8,900.00

6106000- Copier Expense - 4,800.00

6108000 · Dues 8,100.00 7,400.00

6109000 · Publications and Subscript 485.00 800.00

6110000 · Office Supplies 3,050.00 2,700.00

6111000 · Credit Card/Bank Charges 3,090.00 4,100.00

6118000 · Postage Expense 18,575.00 18,100.00

6120000 · Telephone Expense 4,390.00 5,200.00

6122000 · Professional Service/Legal 7,200.00 7,000.00

6123000 · Membership Investment W/O 25,000.00 19,000.00

6125000 · Web Development/Software 1,050.00 2,600.00

6126000 · Hardware/IT support 9,025.00 10,500.00

6200000 · Meetings & Conferences 15,450.00 18,500.00

6204000 · Publicity & Advertising 19,625.00 12,500.00

6206000 · Staff Development 5,500.00 1,100.00

6215000 · Auto Expenses 3,115.00 2,100.00

6220000 · RiverParkPlace Expenses 16,535.00 16,600.00

6400000 · Janitorial Expense 2,950.00 2,800.00

6404000 · Property Taxes 31,000.00 32,000.00

6406000 · Utilities 3,950.00 4,500.00

6408000 · Repairs/Maintenance Exp 2,565.00 1,000.00

6600000- Chamber Buck Expense - 100.00

Total Administrative Expenses 200,740.00 187,700.00

Program Expense

6116000 · Newsletter 25,065.00 28,000.00

8200001 · Business After Hours Expense 8,425.00 9,500.00

8200015 · Community Guide Expense 25,865.00 33,400.00

8600500 · Regional SE Iowa Days Exp 8,485.00 5,500.00

8600612 · Eggs -N- Issues Expense 1,000.00 1,400.00

8600615 · Gov't Relations Exp 3,350.00 3,000.00

8600619 · Young Prof Dues/Events Exp 11,820.00 9,400.00

8600620- Young Prof T-Shirt Expense - 900.00

8600622 · Membership Expenses 7,425.00 10,300.00

8600626 · Annual Dinner Expense 21,865.00 20,200.00

8600631 · Leadership Program Exp 12,965.00 10,400.00

8600638 · Chamber Board/Exec EXP 1,700.00 1,000.00

8601622 · Golf Outing Expenses 12,150.00 12,100.00

Total Program Expense 140,115.00 145,100.00

Page 2 of 3

10:10 AM

12/04/2014

Accrual Basis

Burlington/West Burlington Area Chamber of Commerce

Profit & Loss Budget Overview January through December 2015

2015 Budget 2014 Budget

Salaries and Benefits

6000000 · Salaries 192,500.00 213,000.00

6001001 · Contract Labor 17,210.00 300.00

6002001 · FICA - Social Security 12,000.00 12,000.00

6002002 · FICA - Medicare 3,800.00 3,100.00

6003000 · FUTA 550.00 400.00

6003001 · SUTA 3,795.00 6,300.00

6004000 · Employee Benefits-SB 24,930.00 28,800.00

6004001 · Life Insurance Expense 1,515.00 1,600.00

6004002 · Health Ins/Delta & Vision 3,100.00 4,100.00

6004003 · 401K Expense 10,290.00 11,100.00

6004005 · Insurance - Work Comp 3,200.00 5,000.00

6005000 · Payroll Preparation Expense 485.00 600.00

Total Salaries and Benefits 273,375.00 286,300.00

Total Expense 614,230.00 619,100.00

Net Ordinary Income 31,210.00 40,200.00

Other Income/Expense

Other Expense

6128000 · Depreciation Expense 22,900.00 25,200.00

Total Other Expense 22,900.00 25,200.00

Net Other Income (22,900.00) (25,200.00)

8,310.00 15,000.00

Page 3 of 3

The Partnership Newsletter The premiere communication piece of the Greater Burlington Partnership, The Part-nership newsletter is printed monthly and distributed to over 1,700 business persons. New members receive a welcome listing

and all members are invited to place special promotions, celebrations and announcements on the Member Information page as a benefit of membership.

Friday Facts A weekly update featuring “What’s New” in and around Greater Burlington, the Greater Burlington Partnership and its members is emailed to over 1,300 business persons each Friday. Online Member Listing Members receive a complimentary listing in the online directory at www.greaterburlington.com. Photos listing features business information and a map. “Member Of” Plaques Showcasing membership in the Chamber of Commerce is recognizable to millions of people worldwide. The Chamber of Commerce provides a clock or desktop penholder for your business and a yearly window decal to let your customers know you are a member of the local Chamber of Commerce. Notary Public Members can use the services of a Notary Public who is on staff with the Greater Burlington Partnership at no charge.

Community Guide The annual Community Guide features all members in a full color, award winning maga-zine. Over 35,000 cop-ies of the Community Guide are distributed through local businesses, relocation pack-ets, tradeshows, placed in area hotel rooms, and given to visitors. An electronic guide is at www.greaterburlington.com and receives over 30,000 views each year. Ribbon Cutting When celebrating a grand opening, new location or open house, don’t forget to invite the Ambassadors. A special ceremony will be brought to you. The Ambassadors also feature your photo in The Partnership newsletter. Ground Breaking Breaking ground for your new location is very exciting and should be remembered. The Ambassadors will bring the shovels and feature your business in The Partnership newsletter with a photo from your big day. Facility Room Use With three conference rooms of varying sizes available, your next meeting will be as successful as you want it to be. The Great-er Burlington Partnership offers the use of the conference rooms at limited or no charge for members. Certificates of Origin Required by businesses shipping certain commodities around the world, the Chamber of Commerce will process a Certificate of Origin only to members.

Chamber of Commerce Building Business

RiverPark Place 610 N. 4th Street, Suite 200 Burlington, IA 52601 Phone: 319-752-6365 Fax: 319-752-6454 www.greaterburlington.com

Community Calendar of Events An online community calendar of events is maintained by the Greater Burlington Partnership as a resource to residents and visitors. All members have the opportuni-ty to submit their event, celebration, or open house. The calendar can be found at www.greaterburlington.com. Relocation Services The Greater Burlington Partnership pro-vides a number of resources to potential and new residents. Member listings are promoted through these materials. Welcome Center Open Daily, 9 am-4:30 pm Offering vast amounts of information on Greater Burlington and around the state of Iowa, a scenic plaza area showcases the Mississippi Riverfront. Community Guide The annual Community Guide features all members in a full color, award winning magazine. Over 35,000 copies of the Community Guide are distributed through local businesses, relocation pack-ets, tradeshows, to visitors and placed in area hotel rooms. An electronic guide is also at www.greaterburlington.com, which receives over 30,000 views each year. Riverfront Farmers Market Thursdays, May-September, 5-7:30 pm The popular Riverfront Farmers Market offers the best local produce, baked goods, canned goods, plants, and crafts in the region, along with meals and live en-tertainment!

Friday Fest Fridays, May-September, 5:30-8 pm These Friday after-hours celebrations feature live music, food, and fun on the riverfront at the Port of Burlington Wel-come Center. Snake Alley Criterium Memorial Day Weekend The weekend of racing excitement gets under way on Friday afternoon with the 100 mile Burlington Road Race starting from the Port of Burlington. On Saturday, watch top cyclists as they race around a 15 block course and up Snake Alley. 5 & V Downtown Cinema Grab a lawn chair and join us at the "5 & V" - Downtown Burlington's outdoor theater! Movies are shown at Fifth and Valley Streets on selected evenings. Lighted Holiday Parade November 28, 2015, 5 pm A holiday tradition that gets bigger, brighter and better every year! What a perfect opportunity to gather with family and friends and make some holiday mem-ories. Find a comfortable spot along Jefferson Street and relax while you watch one of Burlington's best shows. It's a very special evening in Downtown Burlington that will truly get you into the holiday spirit - especially when you see Santa Claus coming down the lane. Downtown Sip, Taste & Stroll Area wineries and beverage distributors offer samples of their products at partici-pating downtown retailers at two events in 2015. The shops stay open for this evening event and previous events drew hundreds of people from around the re-gion and were very well received by visi-tors, wineries, and retailers.

Living Windows December 10, 2015, 6-8 pm Join us to experience a magical night in Downtown Burlington! Dozens of store-fronts will come alive during the annual Living Windows celebration! This favorite holiday event includes lights, carolers, story readings, crafts, decorations, ginger-bread houses, free horse drawn carriage rides, and much more. Santa Claus will also be at his cottage in Nancy Neafie Park. Snake Ball How cool would it be to race balls down Snake Alley? Downtown Partners will hold the 4th annual SnakeBall fundraising event in July. Special Burlington Bees baseballs are purchased either in advance or at the event at the top of Snake Alley. Participants compete for prizes to see whose ball can make it farthest down The Crookedest Street in the World

Chamber of Commerce Building Community

RiverPark Place 610 N. 4th Street, Suite 200 Burlington, IA 52601 Phone: 319-752-6365 Fax: 319-752-6454 www.greaterburlington.com

Business After Hours September-April, 5-7 pm Hosted by an area business, this is your opportunity to meet new people and net-work your business. Holiday Business Showcase Monday, December 7, 2015, 5-7 pm Local businesses showcase their products and services to a crowd of over 250. Guests can promote their own through network-ing. Golf Classic August 27 , 2015, 12 pm The golf course has long been seen as a place where deals are made and contracts are secured. This is your opportunity to entertain your clients with a day of fun. Friday Fest Fridays, May-September, 5:30-8 pm Hosted by an area business, this is your opportunity to meet new people and net-work your business. New Member Luncheon New members are invited to meet with Leadership and discover what opportuni-ties are available to their business. Quarterly Coffee Quarterly, 8:30 am Its your time to shine! Members are invited to share their opportunities and learn “what’s new” at the Chamber of Com-merce and Greater Burlington Partnership. Great River Region Days February 10-11, 2015, Des Moines A regional lobbying trip where attendees advocate on policy issues important to Southeast Iowa.

12@12 Twelve members are invited to meet with the President and Vice President for a roundtable discussion on progress and concerns of the Greater Burlington Part-nership and to share their questions. Annual Dinner Friday, January 30, 2015, 6 pm A night on the town has the who’s who coming back year after year. The fun filled evening celebrates community awards and the successes of the Greater Burlington Partnership. Small Business Appreciation May 15 , 2015, 7:30 am Area small businesses are recognized for their contributions to Greater Burlington. Numerous awards are given and a keynote address is featured during breakfast. Manufacturer’s Appreciation October 2, 2015, 11:30 am Manufacturing is a staple in Greater Bur-lington. This appreciation luncheon fea-tures a number of awards. All Teacher Reception August 28, 2015, 4-6 pm Businesses and Des Moines County area educators, coaches and administration staff come together supporting the future work-force being educated today. Eggs & Issues 3rd Saturday, December-April, 7:30 am Members have the opportunity to discuss local business issues with the areas Repre-sentatives and Senator in a group setting. Public Officials Reception January, 5-7 pm In appreciation of their time, we recognize the service and commitment of Des Moines County elected public officials.

Committee Involvement Grow your network with one on one time at committee meetings and give back by helping with the goals of the Greater Bur-lington Partnership. Greater Burlington Young Professionals GBYP is a social networking organization which provides opportunities to foster relationships with peers and promote the personal and professional development of our members. Be a Marketing Ninja Quarterly, 12-1 pm Unchain yourself from your desk and Be a Marketing Ninja. You are encouraged lis-ten, learn and share your marketing practic-es during these mini sessions

Chamber of Commerce Making Connections

RiverPark Place 610 N. 4th Street, Suite 200 Burlington, IA 52601 Phone: 319-752-6365 Fax: 319-752-6454 www.greaterburlington.com