PLATTE CANYON AREA CHAMBER OF COMMERCE BYLAWS

Transcription

1 PLATTE CANYON AREA CHAMBER OF COMMERCE BYLAWS Article I General SECTION 1. NAME The name shall be Platte Canyon Area Chamber of Commerce, hereafter referred to as the Chamber. SECTION 2. MISSION The mission of the Chamber shall be to encourage, develop, promote and protect the general business interest of the area in accordance with the principles of the free enterprise system. The Chamber Shall: Provide a forum for discussion and the consolidation of ideas and opinions affecting the business community. Provide improved means of communication between the business community and the residents of the area. Provide leadership that will contribute to the immediate and long range planning for commercial, private and public use of lands. Gather, publish and distribute information promoting the area. Interface with other local Chambers and local governments to promote mutual interest. SECTION 3. FISCAL YEAR The fiscal year shall be the calendar year. SECTION 4. PARLIAMENTARY PROCEURE The proceedings of Chamber meetings shall be governed by and conducted according to the latest edition of Robert s Rules of Order. SECTION 5. AMENDMENTS Bylaws may be amended by majority vote of the current Board of Directors, provided the substance of such proposed amendment(s) are plainly stated in the call for the general meeting. All Amendments shall be approved by vote at a General Meeting. SECTION 6. DISSOLUTION Upon the dissolution and winding-up of the affairs of the Chamber, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to any non-profit and tax-exempt institution. Pursuant to I.R.C. 501(C) (3).

2 Article II-Membership SECTION 1. QUALIFICATIONS Any business, organization or individual who is in agreement with the Mission of the Chamber shall be eligible for membership. There will be four categories of membership. General: Available to every for-profit business, government entity or affiliate. General memberships include 1 vote per member. Individual: Available to individuals who will not be representing or promoting any business or organization. Individual memberships include 1 vote per member. Associate: For General Members who want a secondary business listed with the Chamber. The owner of both businesses must be identical. Voting rights are not given to associate Members. Non-Profit: Available only for Non-Profit Organizations who hold a 501(C) (3) or compatible, designation. A copy of this certificate must be attached to the New Member Application or Renewal Statement. Non-Profit memberships include 1 vote. Each entity or individual who is granted voting rights can designate a representative to cast its vote by written proxy. SECTION 2. ACCEPTANCE INTO CHAMBER A new membership application form, approved by the Board of Directors, will be completed and submitted to the Membership Committee along with payment of annual dues. Approval of members shall be by an affirmative vote of a majority of the Board of Directors present at the next Board Meeting following receipt of application. Membership approval shall be at the sole discretion of the Board of Directors. Renewal in the Chamber shall be made by returning payment of annual dues. SECTION 3. DUES Annual membership dues in the Chamber shall be determined by the Board of Directors. No portion of dues is refundable. SECTION 4. EXPULSION Any renewing member who has not paid their annual dues 30 days past the anniversary date of their membership will be dropped from active membership. Other cause for expulsion shall be defined as a violation of the bylaws or any lawful rule or practice duly adopted by the Chamber or any other conduct prejudicial to the interest of the Chamber. Expulsion shall be by two-thirds vote of the entire Board of Directors.

3 ARTICLE III MEETINGS SECTION 1. At General Meetings a quorum shall consist of the members in good standing who are present. SECTION 2. General meetings will be held monthly, except for December, unless otherwise determined by the Board of Directors. SECTION 3. The purposes of the November Board Meeting shall be to select the four executive board candidates and to vote for new board directors to fill any empty director s seats. The annual Christmas party is to be considered the Annual Membership meeting and shall be arranged by a special committee. SECTION 4. The date, time and location of General Meetings, the Annual Meeting and Board of Director Meetings shall be set by the Board of Directors. Written or notice of the meetings shall be given to every member at least seven (7) days in advance. SECTION 5. Special Meetings for the General Membership may be called by the Board of Directors or the Special Events Committee. Notice must be provided to all members in writing or via at least seven (7) days in advance. SECTION 6. ORDER OF BUSINESS AT GENERAL MEETING. -Welcome statements by President, or other officer in his/her absence: Pledge of Allegiance, Meeting Fee Reminder, Self-Introduction of Board of Directors -Old Business -New Business -Announcements (having been submitted in writing prior to meeting) -Guest Speaker -Final Announcements: Anything from audience submitted during meeting -Date and subject of next meeting -Adjournment by President

4 SECTION 7. ORDER OF BUSINESS AT BOARD OF DIRECTORS MEETINGS - Disbursement, in advance of meeting, of Agenda, Treasurer s Report and past meeting minutes by President or other Officer in his/her absence. - Reading and approval of Quarterly Treasurer s Report and minutes - Reports of Officers, Directors and Committees - Old Business - New Business - Adjournment by President ARTICLE IV BOARD OF DIRECTORS SECTION 1. BOARD DUTIES AND QUALIFICATIONS The Board of Directors shall be the governing body of the Chamber and is responsible to the membership. The Board will select the Officers of the Chamber, directs the affairs of the Chamber, determines Chamber policies within the limits of the Bylaws and has discretion in the disbursement of its funds. The Board of Directors shall be comprised of at least five members and no more than nine members. The positions for a one year term of President, Vice President, Secretary and Treasurer will be selected by the Board of Directors at the first meeting after the election for a one year term. The immediate Past-President is encouraged to remain as a Director. All members of the Board must be members in good standing at the time of election or appointment. Each Director will be elected for a three-year term, staggered so that no more than three Directors are elected each year, excluding vacancies. A Director shall serve for a minimum of three consecutive years. Exceptions may be voted on by the General Membership. The Past President shall serve as an advisor to the current president for the purpose of maintaining consistency of Chamber operations from year to year. The Past President shall also perform tasks as assigned by the Board of Directors. SECTION 2. OFFICERS DUTIES PRESIDENT The President s primary duty is to preside over all Membership Meetings and Board Meetings, acting as moderator. As such, the President may not initiate a motion, second a motion, or vote on a motion unless it should change the outcome of the vote. At each meeting the President must enforce all rules, ensure a quorum and maintain order and decorum. A quorum is defined as half of the current board members. The President must provide the agenda, previous meeting minutes and a Treasurer s report (quarterly) prior to any Board meeting. The President shall finalize the annual Strategic Plan.

5 The President shall perform such other duties as may be assigned by the Board of Directors and shall coordinate the work of the Officers, Directors and Committees of the Chamber in order that the purposes of the Chamber may be accomplished. VICE PRESIDENT In the absence of the President, the Vice President serves in his/her place. If the President is absent from a meeting the Vice President will preside, and the President cannot designate otherwise. The Vice President shall perform additional tasks as assigned by the Board of Directors. SECRETARY The Secretary shall give notice of, and attend, all meetings of the Chamber. The Secretary is responsible for taking and maintaining minutes of all meetings, current and historical. The minutes must be provided to the President prior to any Board meeting, to allow ample time for review before a motion to accept them is made. All other corporate papers and historical documents are to be maintained by the Secretary. The Secretary is responsible for the timely submission of notices to the General Membership, posting current information on the website and updating contact information submitted by a member. In the event that the Secretary will not be able to attend a Board Meeting, the Secretary will appoint a replacement for that meeting and will notify the President of that appointment in advance of the meeting. The replacement will assume all responsibilities of the Secretary for the purpose of that meeting. TREASURER The Treasurer shall have custody of all the funds of the Chamber; shall keep a full and accurate account of receipts and expenditures, which is to be accompanied by paperwork documenting activities; and shall make disbursements in accordance with the budget, as authorized by the Board of Directors. The Treasurer shall present a financial statement to the President before every board meeting and at such times requested by the Board of Directors. The Treasurer shall be responsible for the maintenance of such books of account and records and conform to the requirements as set forth by the Bylaws, State and Federal regulations. In the event that the Treasurer will not be able to attend a Board Meeting, the Treasurer will appoint a replacement for that meeting and will notify the President of that appointment in advance of the meeting. The replacement will assume all responsibilities of the Treasurer for the purpose of that meeting. The Treasurer s accounts shall be examined by an auditing review committee of not less than two members, who, satisfied that the Treasurer s annual report as officer shall sign a statement of that fact at the end of the report. The auditing/review committee shall be appointed by the Board of Directors at least four weeks prior to the February meeting. Should any Officer or Board Member be unable to attend a Board Meeting, that Officer or Member must entrust another member with their responsibilities for that meeting; the assigned replacement thereby assumes all responsibilities for the absent Officer or Board Member for the duration of that meeting. SECTION 3. ELECTION TO THE BOARD OF DIRECTORS All members with voting rights, who are in good standing, are eligible for Board positions. The Board of Directors shall appoint an Election Committee. Additional candidates for the Board may be submitted to the Election Committee in writing and signed by two active members. It must be received by the Secretary no later than 10 days prior to the election.

6 Elections shall take place at the November General Meeting by written ballot. All Board Members will assume their designated duties immediately. Outgoing Board members are expected to perform their duties throughout the end of the current year and provide information about their position to the incoming Board during that time. SECTION 4. VACANCIES It is important that all members of the Board of Directors attend all meetings. Any member of the Board who is unable to attend a meeting shall contact any other Officer 48 hours prior to the meeting and provide a reason for the absence. If a Board Member is absent from 3 consecutive Board Meetings, his/her seat on the Board shall be considered vacant. The provisions of this section are for regularly scheduled meetings only and shall not apply to meetings called with less than 15 days notice. Board members may resign in writing to the President. All vacancies shall be filled through appointment by the Board of Directors for the remainder of the elected term. Notification of this event must be submitted in writing to the Secretary. ARTICLE V COMMITTEES SECTION 1. GENERAL The President shall appoint, subject to confirmation by the Board of Directors, any committees he/she deems necessary. All committees shall operate in the best interest of the Chamber and may use Robert s Rules of Order as a guideline. Reports must be submitted to the Board of Directors on a regular basis. The President shall be an ex-officio member of all committees and shall be notified of their meetings. Any committee member who fails to attend 3 consecutive meetings, without excuse to the Committee Chairman, shall be considered as having resigned from the committee. Vacancies shall be filled through appointment by the remaining committee members. Committee members need not be on the Board of Directors. ARTICLE VI STRATEGIC PLANNING AND FINANCES SECTION 1. AUTHORIZED FINANCIAL INSTITUTION All money paid to the Chamber shall be placed in a general operating fund or special purpose fund(s) as the Board may direct. The Board of Directors shall designate a bank or banks to be used for Chamber business, which designation shall continue until affirmatively changed by the Board. SECTION 2. ANNUAL STRATEGIC PLAN The President shall create the Annual Strategic Plan utilizing input from the current Board of Directors.

7 A planning session shall be held the first month of the fiscal year for the purpose of soliciting input from Board members relating to the strategic plan for the current year. This planning session is to be attended by all Board members and may replace the regularly scheduled Board Meeting. The finalized plan will be available at the second General Meeting of the fiscal year. SECTION 3. ANNUAL BUDGET The Treasurer shall prepare a proposed annual budget and submit it to the Board of Directors no later than the first Board Meeting of the fiscal year. This proposed budget shall be distributed to the Board of Directors for approval at the Second Board Meeting. Upon approval of the budget, the Treasurer is authorized to make disbursement on accounts and expenses provided for in the budget without additional approval of the Board. No obligation shall be incurred, and no disbursements of Chamber funds shall be made, unless the same shall have been included in the current budget and authorized by the Board of Directors. All disbursements over $1000 shall be approved, in writing, by any two board officers. SECTION 4. AUTHORIZED SIGNATURES The Board of Directors must approve any contractual or verbal obligations. Without such authorization, no such Officer, Director, or member shall have any power or authority to bind the Chamber, whether verbally or contractually, to any contract or engagement, or to render it liable financially for any amount. ARTICLE VII INDEMNIFICATION SECTION 1. PURPOSE A legal exemption from liability for damages. SECTION 2. DEFINITION All Directors and Officers, former and present, and any person who may have served at the request of the Chamber shall be indemnified by the Chamber against all cost of legal or other expenses, including costs or amounts of settlement, or monetary damages reasonably incurred by or imposed upon them in connection with or resulting from any claim, action or proceeding, civil or criminal, in which they are made parties by reason of being, or having been, Directors or Officers of the Chamber. All Directors and Officers shall also be indemnified to the fullest extent under Colorado Law. SECTION 3. EXCEPTIONS The right of indemnification shall not apply, however, in relation to matters in which any Director or Officer, or any person who may have served at the request of the Chamber, shall be finally judged in an action, suit or proceeding to be liable for gross negligence, or for wanton, willful, or intentional acts or omissions, in the performance of duty to the Chamber, Entry of judgment by consent as part of a settlement shall not be deemed a final adjudication of liability for negligence or misconduct in the performance of duty. The right of indemnification provided herein shall not be exclusive of any other right to which those indemnified may be

8 entitled under any statute, other Bylaw, agreement, vote of members, vote of the Board of Directors, or otherwise. The right of indemnification provided herein shall not apply to any employees of the Chamber. SECTION 4. INSURANCE The Chamber may purchase and maintain insurance on behalf of any Director, Officer, or any person who may serve at the request of the Chamber against any liability asserted against him and incurred by him in any capacity whether or not the Chamber would have the power to indemnify him against such liability under the provisions of the Article VII. ADOPTION The above and foregoing Bylaws are hereby adopted by the Platte Canyon Area Chamber of Commerce by a majority vote of the entire Board of Directors. These Bylaws shall be effective immediately following their adoption by the Board of Directors. President Date Secretary Date