BY-LAWS OF MOUNTAIN HOME CHAMBER OF COMMERCE. Article I Name, Location, Seal, Business

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1 BY-LAWS OF MOUNTAIN HOME CHAMBER OF COMMERCE Article I Name, Location, Seal, Business Section 1: NAME: The name of the corporation shall be Mountain Home Chamber of Commerce, Inc. Section 2: LOCATION: The principal office of this corporation shall be in the City of Mountain Home, County of Elmore, and State of Idaho. Section 3: SEAL: This Corporation may have a corporate seal which shall be a circular metallic seal containing between the outside and inside circles of the impression the words, Mountain Home Chamber of Commerce, Inc. Idaho and shall have within the inner circle of the impression the words, Corporate Seal. Section 4: BUSINESS: This Corporation shall engage in the businesses and have all of the powers as prescribed by its Articles of Incorporation. ARTICLE II Purpose Section 1: PURPOSE: Promote and enhance the economic and business climate of our community. Section 2: LIMITATIONS: The Mountain Home Chamber of Commerce in its activities shall be non-sectarian and shall take no direct part in nor directly lend its influence or facilities to the nomination, election or appointment of any candidate for elective office in the City, County, State or National Government. ARTICLE III Membership Section 1: ELIGIBILITY: Any reputable person, firm, partnership, corporation/association, government agency, estate or trust may apply for active membership in the Mountain Home Chamber of Commerce upon such form as may be prescribed by the Board of Directors whereby such applicant agrees to conform to and abide by the Articles of Incorporation and By- Laws of the Mountain Home Chamber of Commerce and any amendments thereto. Section 2: CLASSIFICATION FOR MEMBERS Section 2 CLASSIFICATION FOR MEMBERS: Membership in the Mountain Home Chamber of Commerce shall be either Active or Honorary Life members. 1

2 All members in good standing are those whose dues are paid to date. Members shall be entrusted to hold office, to receive all publications of the Chamber, to serve on standing and special committees, to attend all regular and special meetings, to have all the privileges of the floor at such meetings and to participate in all referendum conducted by the Chamber. Each membership consist will receive a membership emblem to display. Members consist of the following: Individuals and firms who pay at least the minimum membership dues. Each paid membership shall designate one person to represent its membership and he/she will be the only voting member. Except for voting, all employees of that membership. Are entitled to all events, communication and benefits of the Chamber membership to include meetings, functions attendance, Man or a Women of the Year nomination and the scholarship application process. Non-profit entities without employees will designate one person to represent that membership and he/she will be the only voting member. Members of this type of nonprofit are Chamber members but the benefits of awards and scholarships are applicable to the voting member only. Non-profits entities employees that pay their Chamber dues based on their number of employees will designate one person to represent that membership and he/she will be the only voting member. Employees of this membership are Chamber members and the benefits of awards and scholarships are applicable to them. Honorary Life memberships, which includes; Lifetime Achievement award winners, and individuals designated from time to time by the Board of Directors. Honorary Life members do not have voting privileges. Employees of the chamber memberships shall only promote or represent the membership they fall under. Section 3: MEMBERSHIP DUES & Policy The minimum annual membership dues for active members of the Mountain Home Chamber of Commerce shall be established by the Board of Directors each year and made a part of the following year s budget. Dues notices will be mailed to chamber members by December 1 st for the following year along with a letter explaining the benefits and will have a January 10th due date. If payment is not made before January 10 th, a reminder will be mailed out January 11 th with a due date of February 10 th. If payment has still not been made, a final letter with a due date of March 1 st will be sent. After March 1 st, the unpaid member will be dropped from all correspondence and benefits of the Mountain Home Chamber of Commerce. Any member whose dues are in arrears shall automatically lose the right to vote but may be reinstated to full membership at any time by payment of delinquent dues. 2

3 Section 4: EXPULSION: Any member of the Mountain Home Chamber of Commerce may be expelled on the following grounds. A. For non-payment of dues. B. For conduct unbecoming a member, determined after notice and hearing before the Board of Directors. Two-thirds vote of the total members of the Board of Directors shall be required for expulsion. Upon such vote, the subject membership shall be annulled with no refund of dues. Section 5: TRANSFER OF MEMBERSHIP: Voting representatives may be changed from time to time by notification to the Chamber of Commerce office. The sale or transfer of ownership of a business may be accomplished without termination and only requires a membership application. ARTICLE IV Membership Meetings Section 1: ANNUAL MEETING: The annual membership meeting of the Mountain Home Chamber of Commerce shall be held at the general meeting in January of each year. Reports of the committees & financial reports of the committees shall be given and other business pertaining to the membership may be transacted. Section 2: INSTALLATION BANQUET: The newly elected officers and directors shall be installed at the Installation Banquet. Section 3: REGULAR MEETINGS: Regular membership meetings may be established by the Board of Directors. Attendance at such meetings shall not be limited to only designated members; but also, to employees of such designated members and guests may attend. Section 4: SPECIAL MEETINGS: Special meetings of the membership may be called by the President as he/she may deem necessary or by the request of the Board of Directors. and upon Written notice stating the purpose and time and place must be given to the members at least five (5) days preceding such meeting. ARTICLE V Board of Directors Section 1: GOVERNMENT: The government of the Mountain Home Chamber of Commerce, the direction of its work, and the control of its property shall be vested in a Board of Directors. 3

4 Section 2: BOARD SIZE AND DIRECTOR ELIGIBILITY: The Chamber Board will consist of nine (9) Directors elected by the membership. Of those nine (9) Directors, the board shall elect a President and a Vice President The Chamber Board will consist of the following - 9 Directors including president and vice president - Military Affairs President - AFAD Chair - Travel & Tourism Chair - Business to Business Chair - Education/Workforce Chair The Directors terms are 3-years of which three members will be elected each year. The president s term will be one year. Directors may be elected for multiple terms. If a president is in his/her 3rd year as a director and wants a second term as president, he/she will need to be reelected as a director. A President can serve a max of two terms. DUTIES OF THE BOARD OF DIRECTORS: All Directors shall attend all board meetings. Each Director shall make every effort to participate in all Chamber sponsored events. The Chamber Board will appoint a director to fill the unexpired term of a director who resigns from the board before their term is complete. Past president will remain on the board for one year as a non-voting member unless they still have a year or more left on their director terms. Reporting Representatives chairpersons with no voting privileges: Light the Forest, Community Activities, Silver Wings, Imagine Mountain Home, Agri. Business, and Economic Development. Section 3: ABSENCE FROM MEETINGS: In the event that a Director is absent from three (3) consecutive REGULAR meetings of the Board of Directors for reasons which the Board fails to declare to be sufficient, his/her resignation shall be deemed to have been tendered and accepted and another member shall be appointed to serve his/her term. Section 4: NOMINATION AND ELECTION OF DIRECTORS: A. Nominating Committee: On or before the first (1 st ) Monday of October of each year, the President shall appoint a Nominating Committee consisting of five (5) members, no more than two (2) of which, shall be from the Board of Directors. B. Candidates: Within ten (10) days after their appointment, the Nominating Committee shall present a slate of as many candidates as there are vacancies to replace the Directors whose regular terms are expiring and each of whom shall have individually accepted the Directorship responsibilities. C. Publicity: Immediately upon receipt of the report of the Nominating Committee, the President shall notify the members of the names of the persons nominated as candidates for Directors and of the right of membership to nominate additional candidates from the floor. 4

5 D. Election: Elections shall be held the second Monday of November of each year. Election Ballots must be mailed or ed to each Chamber member by the 4 th Monday in October. Only members in good standing shall be entitled to vote. Each membership gets one vote. Ballots must be returned to the Chamber Office by the 2 nd Monday of November. Section 5: SEATING OF NEW DIRECTORS: All newly elected and appointed Board members shall be invited to the regular December meeting of the Board. They will become voting Board members after the Installation Banquet generally held in January. ARTICLE VI Meeting of Directors Section 1: BOARD MEETINGS: The Board of Directors shall meet at such time and place as it may designate, but not less than once each month. Section 2: SPECIAL MEETINGS: Special meetings of the Board of Directors of the Mountain Home Chamber of Commerce shall be subject to the call of the President or by onethird (1/3) of the Board of Directors. A notice of the special meeting shall be given to each Director at least 24 hours prior to the meeting providing the purpose of the meeting, time and place. Section 3: QUORUM: At all meetings of the Board of Directors, a simple majority of voting members of the board shall constitute a quorum for transaction of business. Roberts Rules of Order are enforced Section 4: Electronic Meetings/ Voting (coming soon) ARTICLE VII Officers Section 1: ELECTION: At the regular November Board of Directors meeting, the Directors shall meet and elect officers for the ensuing year; a President and Vice President. A President and Vice President may fulfill those positions up to four years only in those roles if elected by the Board of Directors. The office of the Secretary and Treasurer may be combined with the position of the Executive Director. Section 1-A: EXECUTIVE COMMITTEE: The Executive Committee shall consist of the President, the Vice-President, Executive Director and a member of the Directors appointed by the Board of Directors. Section 1-B: EXECUTIVE COMMITTEE DUTIES: The Executive Committee shall act as an administrative body to facilitate the operation of the organization in the interim between meetings of the Board of Directors and to perform such other duties as assigned by the Board of Directors. All actions of the Executive Committee shall be subject to ratification by the Board of Directors. 5

6 Section 2: DUTIES OF THE PRESIDENT: The President shall preside at all meetings of the Chamber of Commerce, Board of Directors, and the Executive Committee, and shall perform all duties incident to this office. He/she shall appoint, subject to approval of the Board of Directors, all committees and shall be ex-officio member of all committees. The President will make every effort to attend various functions on base (Changes of Command, Awards Banquets, etc.). The President will also make every effort to attend Chamber sponsored events. Section 3: DUTIES OF THE VICE PRESIDENT: The Vice President shall preside at all meetings in the absence of the President. The Vice President may conduct the regular Membership meetings of the Chamber of Commerce while the President presides at the meeting. The Vice President shall also serve on the budget committee. The Vice President will work with the President to attend any functions on base that the President is unable to attend. The Vice President will also make every effort to attend Chamber sponsored events. Section 4: DUTIES OF THE TREASURER: The Treasurer which is combined with the Executive Director, shall be responsible for and be custodian of the funds of the Chamber of Commerce and, under the direction of the Board of Directors, shall deposit invest and disburse the same, shall make written reports monthly to the Board of Directors and to the annual meeting of the membership, itemizing receipts and disbursements. All disbursements shall be made by check and require two signatures, the Executive Director and President or Vice President. There will be a $100 petty cash fund to handle minor miscellaneous expenses. A bookkeeper may be hired to help maintain the bank records. Section 5: DUTIES OF SECRETARY EXECUTVE DIRECTOR: The Secretary- Executive Director shall be the Administrative Officer of the Mountain Home Chamber of Commerce. He/she shall be in charge of the official correspondence, preserve all books including an accurate record of the proceeding of the Mountain Home Chamber of Commerce, the Board of Directors and all committees. He/she shall assist other officers in their duties. He/she shall submit a written report for the years work at the close of each fiscal year. He/she shall have general supervision over all employees of the Mountain Home Chamber of Commerce. He/she shall perform such other duties as may be incident to his/her position subject to the direction of the Board of Directors. At the termination of employment, he/she shall deliver to the Board of Directors all books, papers, and property of the Mountain Home Chamber of Commerce. For all corporate business, the Executive Director shall serve as exofficio member without vote on all committees of the Mountain Home Chamber of Commerce, including the Board of Directors and the Executive Committee. Section 6: VACANCIES: Vacancies occurring in the offices shall be filled by appointment by a majority vote of the Board of Directors. The appointment shall be for the unexpired term. ARTICLE VIII Section 1: SCOPE OF INDEMNIFICATION: The Corporation shall indemnify and advance funds to or on behalf of the directors and officers of the Corporation to the fullest extent permitted by the Idaho Business Corporation Act (IBCA), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the IBCA permitted the Corporation to provide to such amendment.) 6

7 Section 2: INSURANCE: The Corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the Corporation, or who, while a director or officer of the Corporation, serves at the Corporation s request as a director, officer, partner, trustee, employee, or agent, of another domestic or foreign Corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by him/her in that capacity or arising from his status as a director or officer, whether or not the Corporation would have power to indemnify or advance expenses to him/her against such liability. Section 3: AMENDMENTS: Any repeal or modifications of this Article VIII shall only be prospective and shall not affect the rights under this Article VIII in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any director of officer. Section 4: SAVING CLAUSE: If this Article VIII of these By-laws or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and may nevertheless indemnify each officer to the full extent permitted by any applicable portion of this Article VIII that shall not have been invalidated or by any other applicable law. ARTICLE IX General Section 1: AUTHORIZATION, APPOINTMENT and AUTHORITY OF COMMITTEES: The Board of Directors shall authorize and define the powers and duties of all standing and special committees Committees shall report directly to the Board of Directors and shall make their final report in writing. No committee or any member shall contract any debt on behalf of this Chamber without express authorization of the Board of Directors and shall not take or make public any actions without authorization of the Board of Directors. By accepting committee status the standing committees understand and agree that they will adhere to the Articles and procedures adopted by the Chamber of Commerce or that may be adopted by the Chamber of Commerce. Section 2: STANDING COMMITTEE REQUIREMENTS: A Standing Committee will consist of an appointed or elected Chairperson, as a committee, they will provide a fiscal year budget, have an approved mission statement, hold regular meetings and maintain minutes of meetings. Committee Chairperson will report directly to the Board of Directors, Standing committees are defined in Article V, Section 2. ARTICLE X Representatives REPRESENTATIVES: Any person or persons appointed to act as the official representative or representatives of the Mountain Home Chamber of Commerce at conventions, hearing, or public meetings of any kind, shall so act only after receiving specific instructions from the 7

8 Board of Directors or Executive Committee. Upon completion of such an assignment of the representatives(s) shall make a full written report to the Board of Directors. ARTICLE XI Budgeting Section 1: FISCAL YEAR: The fiscal year of the Mountain Home Chamber of Commerce shall be January 1 December 31. Section 2: BUDGET: The Board of Directors shall adjust and/or revise the annual budget to conform with any limitations or expenses created in the gross income according to changing conditions throughout the year. The budget committee shall comprise of at least the President, President elect and Vice President. The committee will prepare a budget to be approved by the board of directors in December each year. Section 3: ANNUAL AUDIT AND SURETY BONDS: The Board of Directors shall cause the books and accounts of the Chamber of Commerce to be audited annually and/or as they deem necessary by an audit committee selected by the Board of Directors who shall report their findings to the Board of Directors. Employees handling money on the accounts of the Mountain Home Chamber of Commerce shall be bonded in such amounts determined by the Board of Directors, and the cost of such bonding shall be paid by the Chamber. ARTICLE XII Amendments These By-Laws may be altered, amended or repealed by a two-thirds affirmative vote of the Board of Directors. ARTICLE XIII Dissolution On dissolution of the Mountain Home 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 and no funds shall inure to or be distributed to the members of the Mountain Home Chamber of Commerce or any individual. The entities must quality under Section 501(c) of the Internal Revenue Code of the United States. Adopted July 25, 2000, Susan D. Meyers President Amended: January 31, 2006, Mary Miracle-President Amended: March 26, 2007, Albert Clement-President Amended: December 29, 2008 Deb Swearingen-President Amended: December 12, 2009, Linda Ketterling-President Amended: November 29, 2010, Lisa Harvel-President Amended: December 19, 2016, Paula Riggs- President Amended: August 26, 2017, Brandie Garlitz- President Amended: January 10, 2019, Nancy Brletic- President 8