Huge problem at Woodstock Chamber of Commerce

Having the proper officers in place in a corporation is essential for doing business. The officers are President, Vice President, Secretary and Treasurer. And having a Secretary is essential, because that officer is the keeper of the records of the organization and the Secretary also acts as the witness on official documents of the organization.

It has been a while since I've read the By-Laws of the Woodstock Chamber of Commerce, with which I have a love-hate relationship. I was a member twice, having joined in 2006 for one year and again in 2011.

I have noticed over the past several months that the Chamber has been operating without a Secretary and without a Vice-President. Both offices are critical and should not be left vacant. They are sometimes hard to fill, but you would think that, out of 200+ members, two people could be found to serve in those positions.

The Chamber's annual meeting is Thursday, February 20. That's this Thursday. An important function of the Annual Meeting is to elect Board members and Officers. Was a nominating committee formed? Did it present a slate of candidates for the Annual Meeting?

Years ago I read the By-Laws and, if I recall correctly, each officer must be a full business member of the Chamber. At the time I raised the issue with the Board then that Tim Clifton, who was Woodstock's City Manager and Chamber Treasurer, could not serve as Treasurer. There wasn't any doubt that Tim was doing a good job. The problem was that he, as an ex-officio chamber member, was not eligible to be Treasurer.

The same situation now exists with Tom Landers as Treasurer. He is Superintendent of Marian Central Catholic High School, Woodstock, and is an ex-officio Chamber member. As such, he is not eligible to be Treasurer, no matter how fine a job he does.

Why does the Woodstock Chamber turn a blind eye to these small, picky, legal requirements?

Knowing the Annual Report had recently been filed with the Illinois Secretary of State, I was curious about whom the Chamber named as officers. I was shocked, when I received the Annual Report, filed December 5, 2013, by Shari Gray as Executive Director. In the Report she named herself as Secretary of the Chamber. Did the Board ever vote her in or appoint her as Secretary? Are there Minutes supporting that?

What's wrong with that?

As an employee of the Chamber, she is not eligible, under the By-Laws, to serve as Secretary. She is not a business member of the Chamber.

The Chamber tried that when Quinn Keefe was the Executive Director. He was acting as Secretary. You never have an employee as Secretary! Why? Because the President of the Chamber could require the Secretary to attest to his or her signature on official documents that were not correct. Kind of a "Sign here, if you want to keep your job" catch-22 situation.

So far as I know, this Chamber has never had a dishonest President but, if it did, would the Secretary sign as ordered, to keep his or her job?

It's such a simple matter to operate with the legal constraints of By-Laws. Why doesn't the Chamber do it? Because no one is watching.