The Lost Rivers Chamber of Commerce promotes and fosters a favorable business climate through networking, advocacy, tourism and educational opportunities for the benefit of Chamber members and our community.
LOST RIVERS CHAMBER OF COMMERCE
Adopted January 6th 2016
ARTICLE I General
Section 1: Name
This organization is incorporated under the laws of the state of Idaho and shall be known as the Lost Rivers Chamber of Commerce, Incorporated.
Section 2: Purposes
The Lost Rivers Chamber of Commerce is organized to advance the general welfare and prosperity of the Lost Rivers area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, tourist and educational interests of the area.
Section 3: Area
The Lost Rivers area and economic region shall mean to include the cities (or communities) of Mackay, Moore, Arco and Howe in the counties of Butte and South Custer.
Section 4: Limitation of Methods
The Lost Rivers Chamber of Commerce shall observe all local, state, and federal laws that apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
ARTICLE II Membership
Section 1: Eligibility
Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership.
Section 2: Election
Applications for membership shall be in writing on forms provided for that purpose, and signed by the applicant. Election of members shall be by the board of directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.
Section 3: Investments
Membership investments shall be at such rates, schedule or formula as may be from time to time prescribed by the board of directors, payable in advance.
Section 4: Termination
(1.) Any member may resign from the chamber upon written request to the board of directors;
(2.) Any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due, unless otherwise extended for good cause;
(3.) Any member may be expelled by a two-thirds vote of the board of directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against
Section 5: Voting
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast 1 vote. Or In any case proceeding in which voting by members is called for, each member person shall be entitled to 1 vote, and each member firm, association, or corporation shall be entitled to a number of votes determined by the amount of investment paid, not to exceed 10 votes. Proxy votes are allowed, a Chamber Member “in good standing” may authorize only one proxy on its behalf. Proxies are not transferable. The designated person cannot give the proxy to another person.
Section 6: Exercise of Privileges
Any firm, association, corporation, partnership, or estate holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscriptions and shall have the right to change its membership nomination upon written notice.
Section 7: Orientation
At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new officers and directors and current officers and directors, committee chairmen, committees, and new members. A detailed outline for orientation of each of these groups shall be a part of this organization’s procedures manual or orientation handbook.
Article III Meetings
Section 1: Annual Meeting
The annual meeting of the corporation, in compliance with state law, shall be held during January of each year. The time and place shall be fixed by the board of directors and notice thereof provided to each member at least 10 days before said meeting.
Section 2: Additional Meetings
General meetings of the chamber may be called by the chairman of the board at any time, or upon petition in writing of any 75 % of members in good standing;
(a) Notice of special meetings shall be sent (electronically or other means preferred) to each member at least 5 days prior to such meetings;
(b) Board meetings may be called by the chairman of the board or by the board of directors upon written application of 3 members of the board. Notice including the purpose of the meetings) shall be given to each director at least 1 day prior to said meeting;
(c) Committee meetings may be called at any time by the chairman of the board, respective department vice chairmen, or by the committee’s chairman.
Section 3: Quorums
At any duly called general meeting of the chamber, 50% +1 members shall constitute a quorum; at a board meeting, a majority of directors present shall constitute a quorum; at committee meetings, a majority shall constitute a quorum except when a committee consists of no more than 9 members. In that case, 5 shall constitute a quorum.
Section 4: Notices, Agendas, Minutes
Posted notice of all chamber meetings must be given at least 1 day in advance unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of this organization’s procedures manual.
Article IV Board of Directors
Section 1: Composition of the Board
The board of directors shall be composed of a maximum of 9 members, of whom one-quarter shall be elected annually to serve for 3 years or until their successors are elected and have qualified. The incoming chairman of the board may appoint, subject to the approval of the board from 3 to 6 members to the board to serve one-year terms. The past chairman/president and the past vice chairman/ VP shall serve as members of the board. The government and policymaking responsibilities of the chamber shall be vested in the board of directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2: Selection and Election of Directors
A. Nominating Committee.
At the regular October board meetings, the chairman of the board shall appoint, subject to approval by the board of directors, a nominating committee of a minimum of 2 members of the chamber. The chairman of the board shall designate the chairman of the committee.
Prior to Nov 1st, the nominating committee shall present to the president a slate of 2 candidates to serve 3-year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No board member who has served two consecutive three-year terms is eligible for election for a third term. A period of 1 year must elapse before eligibility is restored.
B. Publicity of Nominations.
Upon receipt of the report of the nominating committee, the president shall immediately notify the membership of the names of persons nominated as candidates for directors and the right of petition.
C. Nominations by Petition.
Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least 5 qualified members of the chamber. Such petition shall be filed with the nominating committee with 10 days after notice has been given of the names of those nominated. The determination of the nominating committee as to the legality of the petition(s) shall be final.
If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the board of directors at their regular December board meeting. If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for 1 candidate only. The president shall mail this ballot to all active members at least 15 days before the regular December board meeting.
The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber office within 10 days. The board of directors shall at its regular board meeting declare the candidates with the greatest number of votes elected.
Section 3: Seating of New Directors
All newly elected and appointed board members shall be seated at the regular January board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year.
Section 4: Vacancies
A member of the board of directors who shall be absent from 3 consecutive regular meetings of the board of directors shall automatically be dropped from membership on the board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the board of directors, or among the officers, shall be filled by the board of directors by a majority vote.
Section 5: Policy
The board of directors is responsible for establishing procedure and formulating policy for the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a policy manual, to be reviewed annually at the AGM and revised as necessary.
Section 6: Management
The board of directors shall employ an Executive Assistant and shall fix the salary and other considerations of employment.
Section 7: Indemnification
The chamber may, by resolution of the board of directors, provide for indemnification by the chamber of any and all current or former officers, directors, and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which any of them are made parties, or a party, by reason of having been officers, directors, or employees of the chamber, except in relation to matters as to which such individuals shall be adjudged 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 V Officers
Section 1: Determination of Officers
The board of directors (new and retiring) at its regular December meeting shall reorganize for the coming year. The nominating committee for directors shall also nominate officers each year. At this meeting, the board shall elect the chairman of the board, chairmen elect, as many vice chairmen as is deemed necessary to conduct the activities of the chamber, and the treasurer. Officers will be elected from members of the new board. All officers shall take office on the first day of January and serve for a term of 1 year or until their successors assume the duties of office. They shall be voting members of the board of directors.
Section 2: Duties of Officers
A. Chairman of the Board/President
The chairman 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 executive committee. The chairman of the board shall, with advice and counsel of the vice chairmen assign directors to divisional or departmental responsibility, subject to board of director’s approval. The chairmen of the board shall, with advice and counsel of vice chairmen and the president, determine all committees, select all committee chairmen, assist in the selection of committee personnel, subject to approval of the board of directors.
The chairman-elect shall exercise the powers and authority and perform the duties of the chairman in the absence or disability of the chairman. The chairman-elect shall also serve as head of the program of work committee of the chamber. As such, the chairman elect and committee will be responsible for determining that the program activities of the chamber are of such duration as is required, at all times being alert to ensure that the activities of the chamber are directed toward achieving business and community needs in the area served by the chamber.
C. Vice Chairmen/Vice President
The duties of the vice chairmen shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the chairman and board of directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
The treasurer shall be responsible for the safeguarding of all funds received by the chamber and for their proper 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 the treasurer and the president or, in the absence of either or both, by any two officers. The treasurer shall cause a monthly financial report to be made to the board. With the cooperation of the program of work committee and budget committee, the treasurer shall be responsible for the preparation of an operating budget covering all activities of the chamber, subject to approval of the board of directors. The treasurer shall also be responsible for all expenditures with approved budget allocations.
The secretary shall serve to the board of directors, and prepare notices, agendas, and minutes of board meetings of the board. The secretary shall serve as advisor to the chairman of the board and program of work committee on program planning and shall assemble information and data and prepare special reports as directed by the program of the chamber. The secretary shall be a member of the board of directors, the executive committee, and all committees. With assistance of the divisional vice chairmen, the secretary shall be responsible for administration of the program of work in accordance with the policies and regulations of the board of directors. The secretary shall be responsible for hiring, discharging, directing, and supervising all employees.
Section 3: Indemnification
The chamber may, by resolution of the board of directors, provide for indemnification by the chamber of any of its officers or former officers as spelled out in Article IV, Section 7 of these bylaws.
Article VI Committees and Divisions
Section 1: Appointment and Authority
The chairman of the board, by and with the approval of the board of directors, shall appoint all committees and committee chairmen. The chairman of the board may appoint such ad hoc committees and their chairmen as deemed necessary to carry out the program of the chamber. Committee appointments shall be at the will and pleasure of the chairman of the board and shall serve concurrently with the term of the appointing chairman of the board, unless a different term is approved by the board of directors. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the board of directors, and carry on such activities as may be delegated to them by the board.
Section 2: Limitation of Authority
No action by any member, committee, division, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the chamber until it has been approved or ratified by the board of directors. Committees shall be discharged by the chairman of the board when their work is been completed and their reports accepted, or when, in the opinion of the board of directors, it is deemed wise to discontinue the committees.
Section 3: Testimony
Once committee action has been approved by the board of directors, it shall be incumbent upon the committee chairmen or, in their absence, whom they designate as being familiar enough with the issue, to give testimony to, or make presentations before, civic and governmental agencies. Section 4: Division The board of directors may create such divisions, bureaus, departments, councils, 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, councils, and subsidiary corporations. The board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the chamber, unless approved by the board of directors.
Article VII Finances
Section 1: Funds
All money paid to the chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account.
Section 2: Disbursements
Upon approval of the budget, the president is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the board of directors. Disbursements shall be by check.
Section 3: Fiscal Year
The fiscal year of the chamber shall close on September 30th.
Section 4: Budget
As soon as possible after the election of the new board of directors and officers, the executive committee shall adopt the budget for the coming year and submit it to the board of directors for approval.
Section 5: Annual Audit
The accounts of the chamber of commerce shall be audited annually as of the close of business onSeptember 30th by a public accountant. The audit shall at all times be available to members of the organization within the offices of the chamber.
Section 6: Bonding
The president and such other officers and staff as the board of directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the board and paid for by the chamber.
Article VIII Dissolution
Section 1: Procedure
The chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure or be distributed to the members of the chamber. On dissolution of the chamber, 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 as defined in IRS Section 501(c)(3).
Section 1: Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority on all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.
Amendments Section 1: Revisions
These bylaws may be amended or altered by a two-thirds vote of the board of directors or by a majority of the members at any regular or special meetings, provided that 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 10 days in advance of the meeting at which they are to be acted upon.
Adopted: 6th January 2016