1 May 19, 2011 Annual Banquet Denali Princess Lodge 7:30 PM Meeting Called to Order by Teri Simmons Board Introduction and Role Call: Teri Simmons-Branch Mgr of FNBA Healy Branch - Present Elizabeth Reeves-Railbelt Mental Health, Dizzy Lizzy s- Excused Rebecca Galasso-UCM, Assistant Controller-Excused Terri Loegering-Terri s Interiors-Present Kevin Helwig-Denali Gift Companies-Absent Vickie Lausen-LDD, DSS and Denali Land Development-Present Tad Whittaker-Denali Princess Lodge, Asst Food and Beverage Manager-Excused Public Comment Presidents Report-Teri Simmons 1. First I would like to thank Berit Snyder and Tommi Peters from Denali Princess Lodge for hosting the banquet. The food was fantastic and it looks wonderful in her, thank you!!! 2. Thank you once again to Timothy Raines. Tim works for Denali National Park as the Park Ranger Media Specialist. He is also park of Denali Arts & Humanities Alliance. 3. I will start out with giving you an update on what we have been doing for the past year. The board has been working VERY hard to serve your business and you. 4. Thanks to the Denali Borough we have a fantastic new website. They funded it last year through Nonprofit Funding. If you haven t been on please get on and take a look. If you have information that you need updated then let Connie know at the Chamber office. We can add pictures, links to you website, advertise specials and put events on our calendar. We are getting over 1000 visits per month with 71% being new visits. 51% of our hits come from NPS website and about 18% from Google. 5. Connie MacMaster started working for last August as our Administrative Assistant. She has done an amazing job for the job and we are so lucky to have her. The building is now open and she is able to do the day to day operations of the Chamber that the board has struggled with in
2 the past due to being a volunteer board. If you need anything call her or send her an . The building is open this summer Thursday-Saturday from We applied for Nonprofit Funding for FY to pay for half of Connie s salary. I would like to thank the DB Assembly for adding this to the budget. 7. We have the bathroom in the building almost complete. Ben Shaw is finishing it in the next month or so then we will finally have water and a bathroom in there! Thank you to all those that have volunteered their time this past year. Rock N Roll, Drew Simmons, Samson Electric, Ben Shaw and Rockie with Morning Star. 8. Rick Hundrup, VP of Finance for UCM conducted a financial audit for the Chambers books for He concluded that he did not find material deficiencies in the records he examined and the supporting documentation. She stated that Connie was professional and very knowledgeable of the records of the Chamber. 9. Membership Update: 105 Members (82 paid memberships, 23 trades to include 14Chamber of Commerce s) 10. I want to end my report by saying if there is ever anything that the Chamber can do to better assist you then please let any of us know. We want to continue to make this a better Chamber and can only do it with your help. 11. Vickie Lausen talked about the cookbook, the cost of buying bulk and showed the display of what it is going to look like. 12. Terri Loegering talked about the History of the Chamber and the display board that she made. 13. I talked about By-Laws Revisions. It passed that we make changes on the by-laws. The copies of the changes are attached. There were 16 votes in favor of the change out of 17 total votes. 14. I talked about the Chamber wanting to apply for a Gaming Permit for the sake of doing raffles for Fundraisers. 15. Board Member Elections took place. A copy of the ballot is attached. Elizabeth Reeves, Rebecca Galasso and Tad Whittaker were voted in by majority votes. Thank you to Ticee Graham and Lacey Gaddis for serving on the board this past year. 16. Various people at the banquet stood up for 30 Second Spotlights 17. Door Prizes were given out from items that were donated by local businesses. 18. No public comment 19. The Chamber is celebrating its 20 th Anniversary and is continuing to get stronger and stronger. We have a great board right now with some great ideas and enthusiasm. We hope that you will see the importance of the Denali Chamber of Commerce and how we are working hard to promote the businesses of the Denali Borough. If you would like to volunteer or get more involved then please let us know. If you have not renewed your membership then please see Connie in the back of the room. Thank you for coming!!!
3 Attachments: By-Laws Revisions, Election Ballot Denali Chamber of Commerce By-Laws (Revised 2008-with missing Article on Committees) Article I Name This organization is known as Denali Chamber of Commerce with central headquarters at Healy, Alaska Article II Purpose Section 1. Purpose The Denali Chamber of Commerce (hereinafter, the Chamber) is organized as a not for profit corporation for the purpose of: To cooperate in matters of interest to the public and professional people of the community. To promote and perpetuate the business, commercial, manufacturing and civic interests of the members and the community. To promote and perpetuate the general welfare and prosperity of the Denali area, and to stimulate public interest to these ends. To develop a uniform public spirit whereby we may put forth the maximum effort in the aid of our area and, to make it a more prosperous, beautiful and better place in which to live. Section 2. Limitation of Methods
4 The Chamber shall be non-partisan and non-sectarian and shall take no part in, or loan its influence to the election or appointment of any candidate for office in any city, borough, state, federal government or any other political subdivision office. Article III Membership Section 1. Classes of Membership The Chamber shall be composed of Business and Associate memberships. Section 2. Eligibility Any association, corporation, partnership, governmental entity or estate having an interest in the objectives of this organization shall be eligible to apply for election of a business membership. Owners of a State of Alaska Business License must hold Business Membership. Any person having an interest in the objectives of this organization shall be eligible to apply for election of associate membership. The Board of Directors reserves the right to refuse membership in its sole discretion to assure the welfare of the common business interests of its members. Section 3. Additional Membership Any individual, company, partnership or corporation eligible for membership may acquire more than one membership by undertaking to pay the annual dues of each such membership and may designate an individual and alternate to represent each such membership. In no event shall anyone representing said membership be entitled to vote other than the designated or alternate member of said business. Section 4. Voting
5 Each active member in good standing shall be entitled to one vote. Memberships delinquent sixty (60) days in the payment of dues shall not be entitled to vote. No membership may be voted by proxy. Section 5. Termination A) Any member may resign from the Chamber upon written request to the Board of Directors. B) Any member who has dues in arrears for 60 days shall be automatically dropped from membership. C) Any member may be expelled by two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber provided that written ten days notice of such intent of expulsion, is given by certified mail, return receipt requested, to the member who is to be expelled. Said member has the right to address the Board prior to a final decision of expulsion. Any such termination pursuant to Article III, Section 5(B) does not preclude the terminated member from re-applying to the Chamber at a future date. Any such termination pursuant to Article III, Section 5(C) is subject to review at the annual meeting of the members of the Chamber upon written appeal of the terminated member within ten (10) days of the date of termination. A favorable vote of twothirds of the members present in good standing at the next annual meeting of the members of the Chamber shall be necessary to reinstate the appellant; otherwise, the appellant shall be barred from re- application for a period of three years. Section 6. Dues Membership dues shall be at such rate or rates, schedules or formulas as may be from time to time prescribed by the board of Directors. Dues are non-refundable. Any adjustments of the membership dues shall require a majority vote by the Board of Directors. The membership dues for each member
6 shall be payable annually, at the annual general membership meeting. Article IV. Board of Directors Section 1. General The government of the Chamber, the direction of its works and control of its property shall be vested in a Board of Directors consisting of five whom shall be elected to a term of three years. Upon election of the Board of Directors, they shall meet, qualify and elect from their own members, the Officers of the Chamber, consisting of a President, Vice President, Secretary and Treasurer. They may adopt rules and regulation for continuing the business of the Chamber which are consistent with these By-Laws. Section 2. Duties and Powers It shall be the duty of the Directors to manage the affairs of the Chamber, to protect its interests, and to advance the purpose of the Chamber. The Board of Directors shall have power to transact any and all business and do any and all things that may be lawfully done by an association of like character. The duties of the Board of Directors shall begin immediately following its election at the general membership meeting, when it shall meet for organization and election of officers. The board shall schedule a general membership meeting no less frequently than annually which may include the annual and election meeting. These meetings will be for membership information and input. Membership will be notified at least ten days in advance of such meeting. Section 3. Vacancy A vacant seat on the Board of Directors may be filled by the Directors. Such an election of appointment shall not exceed the regular term of the Director replaced. Section 4. Absenteeism
7 Any Director who is absent from the regular Board of Directors meeting for three consecutive meeting without notice to the President of other authorized official of the Chamber, shall automatically forfeit the position of Director. The Board of Directors may elect a new Director to fill the unexpired term of said vacancy as is provided by Article V, Section 3. Section 5. Revocation of Directorship Any directorship may be revoked for good cause at any meeting called for that purpose by the general membership upon seventy-five percent of the total active membership entitled to vote thereat, or by unanimous vote of the remaining Board of Directors. Section 6. Regular Meetings Regular meetings of the Board of Directors shall be held at such as place as may be designated by the Board from time to time. The Board of Directors shall notify the membership of the time and place of said meeting. If regular meetings are not set for a designated day and place each month, notice of meeting will be posted ten days in advance of said meeting. In no event will the Board of Directors meet less frequently than once each month. Section 7. Special Meetings Special meetings of the Board of Directors may be called at any time by the President, and may be called upon request by the majority of the Directors or by 15 members of the Chamber. Notice of special meetings must be posted four days in advance at four locations. Special meetings may be held at any time and place, without notice by the consent of all Directors or by the presence of all the Directors at such meeting. Section 8. Quorum
8 A majority of the Board of Directors shall constitute a quorum to transact business at any meeting, and a majority of the Directors present shall decide any question which may come before the meeting except revocation of Directorship as is provided in Article IV, Section 5. Article V Officers Section 1. General The officers of the Chamber shall be President, Vice President, Treasurer and Secretary. Others may be determined by the Board of Directors as needed. Section 2. Term of Office The term of office for all officers of the Chamber shall be three years, but the officers shall hold office until their successors have been duly elected and qualified. Section 3. President The President shall preside at all meetings of the Chamber and the Board of Directors. The President shall, subject to the approval of the Board of Directors, appoint all committees and shall be an ex-officio member of all committees. The President shall, at the Annual Meeting of the Chamber and at such other times as may be deemed proper, commend to membership and the Board of Directors such matters and suggestions as may tend to promote prosperity and increase the usefulness of the Chamber. Section 4. Vice President
9 The Vice President shall discharge such duties as may be assigned by the President, Board of Directors and /or membership. In the absence of the President or inability to act, the Vice President shall perform the duties of President. Section 5. Treasurer The Treasurer shall be the custodian of all the funds of the Chamber and, under the direction of the Board of Directors, shall deposit, invest and disburse same. The Treasurer shall make written reports quarterly to the Board of Directors and to the annual meeting of the membership, itemizing receipts and disbursements. The Treasurer shall keep books or records of all accounts. A copy of such report shall be furnished to each Director. The Treasurer shall give bond for the faithful performance of duties at the expense of the Chamber. All disbursements shall be issued by the Treasurer, signed by the Secretary and countersigned by the President or, in the absence of the President by the Vice President. At no time shall the Treasurer sign checks. Section 6. Secretary The Directors shall have the authority to appoint one or more secretaries. The Secretary shall be the executive officer of the Chamber. The Secretary shall conduct, subject to approval and direction of the Board of Directors, the official correspondence, record and appropriately distribute mail received, preserve all books, documents and communications, issue notices of all meetings, and maintain an accurate record of all proceedings of the Chamber, Board of Directors and all committees. The Secretary shall report quarterly to the Directors on all work of permanent and special committees. If more than one secretary is appointed by the Board of Directors, these duties may be split equally among said secretaries as directed by the Board of Directors. Section 7. Salaried Employees
10 All salaried employees of the Chamber who handle funds shall furnish bond, acceptable to the Board of Directors, at the expense of the Chamber, or as the Board of Directors may otherwise direct. The salaries of the officers and employees of the Chamber shall be fixed by the Board of Directors. Article VI Committees Section 1. Appointment The President may appoint such committees as may be needed. All such appointments shall be subject to confirmation by the Board of Directors. Section 2. Authority of Committees It shall be the function of committees to investigate and make recommendations to the Board of Directors. No committee shall represent the Chamber in advocacy or oppose any project without the special direction of the Board of Directors, or such direction as may be clearly granted under the general powers delegated by the Board of Directors. Section 3. Committee Meetings Committees shall meet upon the call of the committee chairman unless otherwise directed by the Board of Directors. Article VII Annual Meeting Section 1. General
11 The Board of Directors shall provide an Annual Meeting of the Chamber each year, which shall be in the month of May. The Annual Meeting shall include an annual financial report by the Treasurer, an annual report by the President and the election of the Board of Directors. The Annual Meeting will also serve to address the upcoming fiscal year and to discuss issues brought forth by the membership. The meeting shall also serve to recruit new members. Section 2. Notice Each member of the Chamber shall be given written notice of the Annual Meeting at least ten days in advance. Invitations to non-members may also be given at least ten days in advance. Section 3. Quorum Fifteen members who are in good standing as provided in Article III, Section 5, shall constitute a quorum for the transaction of business. Section 4. Limitation of Debate Each member in good standing, as provided by the foregoing section, shall be entitled to speak or vote on any subject brought before the Chamber for consideration at the discretion of the President, Vice President, or Chairperson conducting the meeting. Debate may be limited by the presiding officer, but will be uniformly applied to all speakers. Section 5. New Members Provision shall be made at the Annual Meeting to allow non-members present who desire to join membership whereby they may sign a membership roster and pay appropriate dues.
12 Article VIII Elections Section 1. General The election of the Board of Directors shall be held at the Annual Meeting of the Chamber. Section 2. Nominations The Board of Directors shall appoint three members in good standing who are not members of the Board of Directors to serve as a nominating committee, and it shall prepare a list of at least one active member for each vacancy, to be elected on the official ballot at least ten days prior to the date set for the election by the Board of Directors. The President, Vice President, or Chairman shall ask for nominations from the floor during at least one regular meeting prior to the date set for the election. Any member in good standing nominated for office and properly seconded must be placed on the official ballot. Nominations of candidates shall close at least ten days prior to the date set for election. Section 3. Voting All voting shall be by secret ballot. No proxy voting shall be allowed by the membership. Election shall be by plurality vote. Section 4. Inspection of Election
13 The President shall appoint from members in good standing who are not candidates, a committee of three inspectors of election whose duties shall be to conduct and supervise the election, receive ballots, count ballots, and determine the validity of each ballot. The Secretary shall provide for the inspectors of election a list of all active members entitled to vote. Section 5. Temporary Authority For a first time election of the Board of Directors, immediately upon approval of the By-Laws of the Chamber, a brief recess shall be held for all present who desire to join membership roster and pledge to pay or pay the dues. At the end of the recess a Board of Directors shall be elected by ballot from nominations from the floor. Plurality vote shall elect. Terms of Directors elected at this time will terminate upon election and qualification of Board members for two years at the first annual meeting and general election in September Article IX Funds Section 1. General All funds of the Chamber shall be under the direction and control of the Board of Directors and shall be maintained in an account in the name of the Chamber. Section 2. Obligations No obligations or expenses shall be incurred and no money shall be appropriated or paid out of the general fund except for current expenses, and in no event shall funds belonging to the Chamber be extended for other than Chamber purposes. Section 3. Funds Received
14 Funds received from membership dues and other sources, when the disposition thereof is not specifically designated, shall constitute the general fund of the Chamber, from which all fixed charges for the maintenance and conduct of the Chamber, and the expenses regularly incurred by the Chamber in the promotion of its work, shall be paid. Section 4. Disbursements No disbursement of funds of the Chamber in excess of $ shall be made unless the expense has been authorized by the Board of Directors prior to contracting the indebtedness. All disbursements shall be made by check, signed by the Secretary and President, or in the absence of either the Secretary or President, by the Vice President. Section 5. Gaming Permit The Chamber may use a gaming permit to acquire funds to be used for the general operations of the Chamber or for special projects. Net proceeds of funds must be used within the following calendar year (per AS [b]). Article X. General By-Law Provisions Section 1. Liability The Directors shall not make any obligations or incur any liability on the Chamber in excess of the income of the Chamber without prior approval of the membership. Section 2. Fiscal Year The fiscal year of the Chamber shall be from January 1 to December 31.
15 Section 3. Affiliated Organizations The Board of Directors shall have the power to provide for affiliations of organizations with the Chamber in such a manner and upon such terms as may be determined, provided that no such affiliation shall confer upon non-members the general privilege of the Chamber. Section 4. Auditing The President shall appoint a committee to examine the books and records of the Secretary and Treasurer at the end of the fiscal year and report its findings to the board of Directors and to the membership at the first annual meeting of the next fiscal year. Section 5. Parliamentary Rules The proceedings of the Chamber s meetings, including those of the Board of Directors, shall be governed by and conducted according to the current edition of Robert s Manual of Parliamentary Rules. The President may waive these rules at a meeting of the Board with approval by the Board if doing so promotes open discussion to resolve an issue brought before the Board of Directors. Article XI Amendments Section 1. By-Laws The By-Laws of the Chamber may be amended or altered by a majority vote of those the membership present at any regular or special meeting of the Chamber, provided notice of the
16 proposed changes shall have been given by the Secretary to all members not less than ten days prior to such meetingvote. Section 2. Approval All proposed amendments shall first be considered by the Board of Directors. The Board of Directors shall consider all proposed amendments within thirty days after proposal are submitted to them, an The Board of Directors are to arrange for a vote by the general membership within sixty days from the date the proposal was submitted. If the any of the Board of Directors is opposed to the proposed amendments they may so express their reasons with the call for voting, provided they enclose a statement of explanation. Attachment: Election Ballot As a member of the Denali Chamber of Commerce, I vote to approve the 2011 proposed changes to the Bylaws. (circle one) YES NO I vote to approve the following Board of Director changes: Elizabeth Reeves Y N Rebecca Galasso Y N Tad Whitakker Y N