|
BYLAWS OF THE GREATER GOLDENDALE AREA CHAMBER OF COMMERCE Goldendale, Washington
as Amended April 5, 2007 April 30, 1986 ARTICLE I
NAME AND DURATION Section 1. The name of this corporation is The Greater Goldendale Area Chamber of Commerce. Section 2. The duration of the Greater Goldendale Area Chamber of Commerce shall be perpetual. ARTICLE II
PURPOSE AND MISSION STATEMENT Section 1. The Greater Goldendale Area Chamber of Commerce is organized to achieve the objectives of: Preserving the competitive enterprise system of business
Promoting business, community growth and development. Section 2. It is the Mission of The Greater Goldendale Area Chamber of Commerce to enhance the quality of life in the greater Goldendale area by promoting and supporting business, economic and community growth and development. ARTICLE III
LIMITATIONS The Greater Goldendale Area Chamber of Commerce shall observe all local, state and Federal laws which apply to a non-profit organization as defined in section 501 (c) (6) of the Internal Revenue Code.
ARTICLE IV
MEMBERSHIP
Section 1. ELIGIBILITY
Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall by eligible to apply for membership. Section 2. ANNUAL DUES STATEMENTS
Annual dues statements for membership shall be written or typed on forms provided for that purpose. Section 3. ASSIGNMENTS
Each firm, association, corporation, partnership or estate subscribing for membership shall designate a representative to act for it and no other member of such firm, association, corporation, partnership or estate shall be entitled to the privileges of the Chamber. Any firm, association, corporation, partnership or estate may subscribe for more than one membership and may assign such membership out to individuals directly associated with or employed by the subscriber. Such assignment or assignments when filed in writing with the Greater Goldendale Area Chamber of Commerce and approved by its Board of Directors shall entitle each assignee to the full, privileges of membership. Section 4. CHANGE OF ASSIGNMENTS
Subject to the approval of the Board of Directors, any subscriber of an active membership or memberships shall have the right to change membership assignment or assignments upon fifteen (15) days written notice to The Greater Goldendale Area Chamber of Commerce, giving reasons therefore. Section 5. MEMBERSHIP INVESTMENTS
Membership investments shall be set by the membership committee and approved by the by the Board of Directors to be payable annually, semi-annually, quarterly, or monthly in advance. Section 6. HONORARY LIFETIME MEMBERSHIP
Distinction in public affairs and service to the Greater Goldendale Area Chamber of Commerce shall confer eligibility to honorary membership. Honorary members shall be exempt from payment of investments. The Board of Directors shall issue or revoke honorary membership by 80% majority vote. Honorary membership shall not reduce the business entity's investment, however, when said honorary member is a member of a business entity other than individual associate member. Section 7. VOTING
Each chamber member (business, association, or corporation) shall be entitled to cast one vote upon any one issue. Section 8. ASSOCIATE MEMBERSHIP
Associate memberships are available to individuals, retired individuals and all other non-profit organizations. Associate members are accorded all privileges of active membership. Section 9. TERMINATION
Any member may resign from the Chamber of Commerce upon written or verbal notification to the Board of Directors. Any member shall be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after ninety (90) days from the due date, unless otherwise extended for good cause. Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting for the conduct unbecoming a member or prejudicial to the aims or repute of the Chamber. This will follow after reasonable notice and opportunity for a hearing is offered the member complained against Section 10. REINSTATEMENT
Any member who has been suspended for nonpayment of dues may be restored to membership upon the payment in full by him of all of his indebtedness due at the time of his suspension. ARTICLE V.
MEETINGS Section 1. OPEN BOARD MEETING
An annual meeting of the Chamber shall be held during October of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting. Section 2. MEMBERSHIP MEETINGS
Membership meetings of the Chamber of Commerce may be called by the President at any time or upon petition in written of 25 members in good standing. (a) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings. . Section 3. BOARD MEETINGS
Board members may be called by the President or by the Board of Directors upon written application of three (3) members of the Board (notice including purpose of the meeting), shall be given to each director at least one (1) day prior to said meeting. A majority of Directors and officers present at a board meeting shall constitute a quorum of the Board of Directors. Section 4. COMMITIEE MEETINGS
Committee meetings may be called at any time by the president or committee chairperson. A majority shall constitute a quorum. Section 5. QUORUM
At any duly called General Meetings of the Chamber, those members present
shall constitute a quorum, provided adequate notification was given to all members of the upcoming meeting. . Section 6. NOTICES, AGENDAS, MINUTES
Except for regular Board of Director meetings, notice of all Chamber Meetings will be given at least three (3) days in advance unless otherwise stated.. An agenda and minutes must be prepared for all meetings. ARTICLE VI
ELECTIONS Section 1. ELECTION DATE
The election of Directors shall be held in November in each year on a date designated by the Board of Directors. Section 2. BALLOTS
Ten (10) days prior to the date of election, the Executive Director will mail an
official ballot to each member standing on which the names of the candidates for the office of Directors are listed in alphabetical order with instructions thereon to vote for one or more, including any writing-in names. Section 3. VOTING
All voting shall be by ballot. The number of nominees receiving the highest number of votes shall be declared elected. Section 4. QUALIFIED VOTERS
Delinquent members are not qualified to vote. Section 5. SUCCESSION
No elected Director shall serve more than six (6) consecutive years but may be eligible for re-election after the lapse of one year. Section 6. NOMINATING PROCEDURES
Approximately forty-five (45) days prior to the date of the election. The Executive Director shall notify the membership that the names of members in good standing will be accepted for consideration as possible nominees for the office of Directors within fifteen (15) days after the mailing of such notice. The Board of Directors shall have the right or accept or reject any or all names submitted. The Board shall prepare a list of not more than six (6) nor less than three (3) nominees to submit to the membership on a ballot and, if less than six (6) nominees are named, blank spaces shall be provided on the ballot for writing in names by member, but such blanks plus the nominees shall equal six (6). Section 7. CLOSING OF THE POLLS
The polls shall close at the Chamber's regular closing time on the designated day of the election. The following morning the Board of Directors shall proceed with the counting of the ballots. Section 8. REPORTING THE BALLOT
As soon as the votes have been counted, the Executive Director shall notify the newly elected Board members and shall mail a report to the general membership. Section 9. TIE VOTE
In the event of a tie vote between nominees for any office, the Board of Directors shall determine the winner by a flip of a coin. Section 10. ELECTION DATE OF OFFICERS
The election of officers shall be held on at last regular board meeting in December, and shall be attended by both the retiring and newly elected directors. The retiring directors shall have no vote in the election but may vote on other business coming before the meeting. Section 11. ELECTION OF OFFICERS.
The retiring President shall preside on the last regular board meeting in December until the new President has been elected. Therefor, the new President shall preside and conduct the election of the other officers. The presiding officer will call for additional nomination for the election of each of several officers, which shall be in the following order: Vice President and Treasurer. Voting shall be by secret ballot, except when there is only one candidate for a given office, election of such candidate may be by acclamation. All officers shall be elected for one year, which shall be the operational year following the election. Section 12. VACANCIES
The Board of Directors shall have the power to fill all vacancies in the Board caused by death, resignation or relocation from the area. The member appointed to fill such vacancy shall serve until the expiration of the term of the Director who is replaced. If any member of the Board is absent from three (3) consecutive meetings without an excuse accepted by the Board, such member shall, upon the vote of two-thirds of the Directors, cease to be a member of the Board, and the vacancy in the Board thus caused shall be filled as provided by these bylaws. ARTICLE VII
BOARD OF DIRECTORS Section 1. COMPOSITION
The government of the Chamber, direction of its work and the control of its properties shall vested in a Board of Directors, consisting of nine (9) Directors and an immediate past President who was elected in accordance with these bylaws. Of the nine directors, three (3) Directors shall be elected annually to serve for three (3) year term or until their successors are elected and duly qualified. No elected Director shall serve more than six (6) consecutive years but may be eligible for re-election after the lapse of one (1) year. All Directors shall automatically become vested with the power and authority of a Director on the first day of January following their election, and their duties and obligations shall commence at that time. Section 2. POWER
The Board of Directors shall have the power, in the name of the organization, to sue; to hold, sell, lease or mortgage real estate; to incur debts; to borrow money, giving notes of the corporation, therefor, signed by one or more officials duly authorized by the Board of Directors for that purpose; and may enter into contracts of any kind furthering the objects and purposes of the Greater Goldendale Area Chamber of Commerce. They shall have such further powers as are granted in these Bylaws. Section 3. AFFLIATIONS
The Board of Directors shall have power to affiliate with other organizations in the interest of the Chamber of Commerce. Section 4. QUORUMS
A majority of Directors present at a board meeting shall constitute a quorum. Section 5. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at least once a month upon dates and at such times and place as the Directors may prescribe. The Directors shall also determine the appropriate notice for such meetings. At regular meetings of the Directors, the attendance of a majority of Directors shall constitute a quorum to transact business. The Directors and immediate past president shall each be entitled to one (1) vote. In the event of a tie vote, the President shall vote, breaking the tie. Section 6. SPECIAL BOARD MEETINGS
Special meetings of the board of Directors may be called at any time by the president. A special meeting shall be called by the President at the written or verbal request of three (3) members of the Board. Notice by telephone at the Director's place of residence or place of business during the day prior to the meeting shall be sufficient notice therefore. No special meeting shall be held without such notice being given to all said Directors. The notice for such special meeting shall state the time, place and purpose thereof. Refusal on the part of the President to call a special meeting by request of three (3) members of the Board shall authorize those signing the request to issue a call for said meeting. Section 7. RULES AND PENALTIES
The Board may adopt such rules and regulations for the conduct of the business of the Chamber as in its judgment are desirable. . Section 8. INDEMNIFICATION
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a part, by reason of having been Directors of the Chamber, except in relation to matters as to which such Directors shall be adjudge in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. ARTICLE VIII
DUTIES OF OFFICERS Section 1. PRESIDENT
The President 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 special meetings. The President shall assign Directors to committee or functional responsibilities, subject to Board of Directors approval. The President shall, with advice and counsel of the Board of Directors, determine all committees, select all committee leaders and assist in the selection of committee personnel. Section 2. VICE PRESIDENT
The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President and shall perform such other duties that may be assigned by the President or Board or Directors. Section 3. TREASURER
The Executive Director under the direction of the Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their property disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the Board of Directors. Checks are
to be signed by any two of the following: the Treasurer, President, Vice Presiden¬t, or Executive Director. Section 4. EXECUTIVE DIRECTOR
The executive Director shall be the chief administrative officer and shall serve as secretary to the Board of Directors and cause to be prepared notices, agendas and minutes of meetings of the Board The Executive Director shall serve as advisor to the President on program planning and shall assemble information and data and cause to be prepared special reports as directed by the President. The Executive Director shall be responsible for hiring, discharging, directing and supervising all Chamber staff. ARTICLE IX
COMMITTEES AND DIVISIONS Section 1. APPOINTMENT AND AUTHORITY
The President, by and with the approval of the Board of Directors, shall appoint all committee leaders. The President may appoint such ad hoc committee and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointments shall serve concurrently with the term of the appointing President, unless the Board of Directors approves a different term. It shall be the function of committees to make investigations, conduct studies and hearing, make recommendation to the Board of Directors, and to carry on such activities as may be delegated to them by the Board member assigned to oversee that committee. Section 2. LIMITATION OF AUTHORITY
No action by any member, committee, employee, or director shall be binding upon or constitute an expression of policy of the Chamber until it shall have been approved by to the Board of Directors. Section 3. DIVISIONS
The Board of Directors may create such divisions, bureaus, departments, counsels or subsidiary corporations, as it deems advisable to handle the work of the Chamber. . The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, counsels and subsidiary corporations. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, counsels or subsidiary corporations, including collection and disbursement of funds. No action or resolution of any kind shall be taken by divisions, bureaus, departments, counsels or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved by the Board of Directors. ARTICLE X
REFERENDA Section 1. SUBMISSION
The Board of Directors shall have authority to submit to the membership for mail referenda vote any question which in its judgment seems desirable. Section 2. BALLOT
Upon the request in writing of twenty-five (25) members in good standing, the Board of Directors shall submit a question to the members for mail referendum vote; the ballot for such vote, accompanied by briefs stating both sides of the question, shall be mailed to the last known address of each member in good standing. . Section 3. VOTE
If votes from less than a majority of the voting memberships are received upon any referendum said votes shall be declared void and it shall be considered that no action has been taken. No new referendum on the same subject shall be had until three (3) months after the completion of the preceding referendum on that subject. ARTICLE XI
FUNDS AND DISBURSEMENTS The Chamber President shall have authority to approve all purchases or expenditures within the limitations of the approved budget. The approval, of the Board of Directors shall be obtained, before any' expenditure may be made for any item not included in the approved budget. All disbursements shall be made by check. Check shall be signed by any two (2) of the following: President, Vice president, Treasurer, and Executive Director. ARTICLE XII
FINANCIAL MANAGEMENT Section 1. FISCAL YEAR
The fiscal year of the Chamber shall close on December 31. Section 2. BUDGET
The President or his appointee will submit a proposed budget for approval by the board of Directors. Section 3. ANNUAL INTERNAL REVIEW
The accounts of the Chamber of Commerce shall be reviewed annually as of the close of business on December 31 by the Audit Committee. The Audit Committee shall comprised Of the President, Vice President and two (2) additional members of the Chamber to be appointed each year by the Board of Directors. The Audit Committee shall prepare a written report of the annual review and this report shall at all times be available to members within the office of the Chamber of Commerce. ARTICLE XIII
DISTRIBUTION OF ASSETS ON DISSOLUTION OR FINAL LIQUIDATION The assets in the process of dissolution shall be applied and distributed as follows:
1. All liabilities and obligations of the Chamber shall be paid, satisfied and discharged, or adequate provision shall be made therefore; 2. Assets held by the chamber upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; 3. Assets received and held by the Chamber subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purpose, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter; 4. Other assets, if any, shall be, distributed in accordance with the provisions of the articles of in corporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; 5. Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not, as may be specified in a plan of distribution adopted as provided in this chapter. .
ARTICLE XIV
PARLIAMENTARY AUTHORITY
The current edition of Robert's Rules of Order shall be the final source of authority in all questions or parliamentary procedure when such rules are not inconsistent with the Charter or bylaws of the Chamber. ARTICLE XV
AMENDMENTS These bylaws may be amended or altered by a two-thirds vote of the Board of Directors or by a majority of the member at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.
|
