Heppner Chamber of Commerce Bylaws...
|
||||
|
HEPPNER CHAMBER OF COMMERCE BY-LAWS ARTICLE
1 NAME/DURATION Section I. This organization shall be known as the Heppner Chamber of Commerce, organized and incorporated under the laws of the State of Oregon, as a mutual benefit non-profit corporation. Section II.
Duration.
The duration of this organization
shall be perpetual.
ARTICLE II OBJECTS Section I. OBJECTS DEFINED
Section 2. LIMITATION OF METHODS This Chamber in its activities
shall be non-partisan, non-sectional and
non-sectarian, and shall take no part in or
lend its influence to the election of any
candidate for state, county, or city
offices, and there shall be no
discrimination in the operation of the
organization because of race, religion or
sex. Section 3. LEGAL POWERS In furtherance of said purposes,
the organization or Board of Directors
thereof, shall have power to purchase, hold,
sell, lease, or mortgage real estate; to
incur debt, to borrow money, give therefore
notes of the Chamber signed by one or more
officers duly authorized by the Board of
Directors for that purpose, and may enter
into contracts
of any kind furthering the purposes of the
Heppner Chamber of Commerce; and to exercise
any and all power permitted and granted by
the laws of the State of Oregon or
corporations organized for non-profit. Section 1. ELIGIBILITY Any person, firm, association,
corporation, partnership, or estate
interested in all the purposes of this
organization as defined in Article 1 above,
and living or doing business in the area,
shall be eligible to membership in the
Heppner Chamber of Commerce. Section 2. APPLICATION FOR MEMBERSHIP Applications for membership shall
be made on standard forms and shall be
accompanied by the payment of membership
fees in advance for one full year unless
otherwise approved by the Board. Section 3. MEMBERSHIP FEES Membership fees shall be
established by the Board of Directors and
shall be payable annually. Section 4. VOTING Any member of the Heppner Chamber
of Commerce shall be entitled to cast one
vote in any election herein provided.
This provision shall not be construed
to limit the participation in Chamber
activities to one
person from any member firm. Section 5. RESIGNATIONS All resignations shall be tendered
to the Board of Directors in writing.
Each member shall be liable for dues
until his resignation has been received by
the Executive Director. Section 6. TERMINATIONS Any membership may be terminated
by two-thirds vote of the Board of Directors
for conduct in opposition to Chamber
objectives as listed under Article II,
Section 1; except that any membership shall
be terminated without any further vote or
action on failure or default in the payment
of dues on the 180th day from the
date due. Section 7. HONORARY MEMBERSHIPS Honorary membership may be
conferred in special cases where deemed
justified by the Board of Directors.
Honorary membership shall exclude the
payment of dues and include all the
privileges of active membership except that
of holding office and voting.
An honorary membership may be revoked
by two-thirds vote of the Directors at any
time. ARTICLE IV BOARD OF DIRECTORS Section 1. NUMBER AND TERM OF OFFICE The government of the Chamber, the
direction of its work and the control of
its property shall be vested in a Board
of Directors consisting of nine (9) elected
members for three year terms with one third
elected yearly with the past president
serving as an ex officio member making the
Board ten members.
One third of the Board shall be
elected annually. Section 2. DUTIES The duties of Directors shall
begin immediately following election when
they shall meet and elect from their own
number a President, and two (2) Vice
Presidents. A Secretary and a Treasurer shall be appointed by the
President with the approval of the Board of
Directors.
The Secretary and Treasurer shall
attend all Board meetings. Section 3. MEETINGS The Directors shall have power to
fill all vacancies. They shall meet at such
time and place as the Directors may
prescribe, and a quorum shall consist of not
less than a majority of the members of
Board. Section 4. EMPLOYEES The Board of Directors shall
employ an Executive Director for the purpose
of assisting the Board of Directors and
general membership and to complete the
duties as prescribed for that position. The
Board of Directors shall annually review the
performance of the Executive Director as
part of the annual budget process. Section 5.
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 of the
defense of any actions, suit or proceeding
which they or any of them are made parties
or a party by reason of having been a
Director of the Chamber, except in relation
to such matters as to which such Director
shall be judged in such actions, suit or
proceedings to be liable for negligence,
misconduct in the performance of public duty
and to such matters as shall be settled by
agreement predicted on the existence of such
liability from negligence or misconduct. ARTICLE V OFFICERS Section 1. ELECTED
OFFICERS
The following officers shall be
elected: a.
President b.
First Vice President c.
Second Vice President d.
Nine board members Section 2. AREAS
OF RESPONSIBILITY The areas of responsibility for
the officers shall be as enumerated below.
Specific duties may otherwise be
established as policies by the Board of
Directors, provided that such policies do
not conflict with provisions of these
by-laws.
a. President.
The President is the Chief Executive
Officer of the Heppner Chamber of Commerce.
He shall preside at all meetings of
the Board of Directors and of the membership
of the organization; he shall sign all
contracts, certificates, checks and other
instruments authorized by the Board of
Directors.
He shall have responsibility for the
formulation of, and direct the
accomplishment of a program of work; and he
shall appoint subject to ratification by the
Board of Directors- all chairmen of the
divisions, departments, and task forces of
the Chamber. b. Vice-President.
Either Vice-President shall act in
the absence of the President; and in the
absence or disability of the three officers
named, the Executive Director shall be
chosen to act temporarily. c. Secretary. It
shall be the duty of the Secretary to
maintain an accurate record of all
proceedings at the membership meetings and
the Board of Directors meetings and see that
a copy of the minutes are on file with the
Executive Director. d. Treasurer.
The Treasurer shall receive and
disburse the funds of the Chamber.
She shall keep all monies of the
Chamber deposited in its name.
At frequent intervals she shall make
reports to the Board of Directors. ARTICLE
VI COMMITTEES Section 1. APPOINTMENT The President shall appoint all
committees, 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. They shall report to the Board of Directors and/or general
membership and carry on such activities as
may be delegated to them by the Board.
No standing or special committee
shall represent the Chamber in advocacy of
or opposition to any project without the
specific confirmation of the Board of
Directors and/or general membership. Section 3. COMMITTEE MEETINGS Meetings of the committees may be
called at any time by the President or by
the Chairman of such committees, or by
recommendation of the Executive Director. Section 4. Ex-OFFICIO The President and the Executive Director, or secretary if there is no director, shall be ex-officio members of all committees, unless otherwise ordered.
ARTICLE VII MEETINGS Section 1. TIME OF MEETING The Board of Directors may provide
for a regular meeting of the Chamber each
week and special meetings may be ordered by
the Chamber or by the Board of by the
President. Section 2. NOTICE Each member of the Chamber shall
be given notice in advance of the annual
meeting. Section 3. SPECIAL Special meetings of the Chamber or
of the Board of Directors may be called by
the President or the Board of Directors. Section 4. EXECUTIVE Upon motion of any member the
Chamber may, by two-thirds vote go into
executive sessions. Section 5. QUORUM Fifteen members shall constitute a quorum for the transaction of business at any regular or special meeting of the Chamber. ARTICLE VIII ELECTIONS Section 1. NOMINATING COMMITTEE A nominating committee shall be
appointed by the President and shall report
to the general membership on the 2nd
Tuesday of November, at which time
nominations shall be called for from the
floor.
The report of the nominating
committee shall be read to the general
membership on the third Tuesday of November
and nominations shall be called from the
floor, after which the election shall be
held. Section 2. ELECTIONS The election of Directors shall be
held the third Tuesday of December of each
year at such place and hour as may be deemed
expedient.
Notice of such place and hour of such
meeting and election shall be given to each
member in good standing at least five (5)
days before such meeting and election. Section 3. VOTING All voting shall be by secret
ballot by the majority of the members
present. Section 4. RESULT The three candidates receiving the
highest number of votes cast at the annual
election shall be constituted and declared
members of the Board of Directors for a
period of three (3) years subject to Article
5 of these by-laws. Section 5. JUDGES The President may appoint and
announce at the meeting previous to the
balloting, a committee of five (5) judges
who are not members of the Board of
Directors or candidates for election as
such, to have supervision of the election
and such committees shall serve from the
opening of such election until the results
have been ascertained.
In the election of the Directors,
should a tie vote occur, the committee of
judges shall cast lots and certify as
elected the person or persons on whom the
selection falls. ARTICLE
IX FINANCES Section 1. DISBURSEMENTS Prior to each fiscal year the
Treasurer shall be authorized to make
disbursements on account of expenses
provided for in the budget subject to the
approval of the Board of Directors and
provided further that changes or variations
in the budget necessitated by unforeseen
circumstances occurring after adoption shall
first be approved by the Board of Directors. Section 2. PROCEDURE FOR DISBURSEMENT All disbursements shall be made by
check and checks shall be signed by two of
the following: the Treasurer, President, or
the Executive Director. Section 3. AUDIT At least yearly the Board of
Directors of the Chamber shall appoint a
committee other than a standing committee to
audit the books of the Chamber of Commerce
and report back to the membership.
The audit is to be completed no later
than one month after the close of the
Chamber year. Section 4. BUDGET As soon as possible after the
election of the Board of Directors and
Officers, the executive committee or budget
committee shall adopt a budget for the
coming year and submit it to the Board of
Directors for approval. ARTICLE
X DISSOLUTION PROCEDURE Section 1. The Chamber shall use its funds only to
accomplish objectives and purposes specified
in these by-lays, and no part of said funds
shall endure or be distributed to members of
the Chamber.
Upon dissolution of the Chamber, the
Board of Directors, after providing for the
payment of all obligations, shall distribute
any remaining assets to one or more
non-profit, tax-exempt, Mutual Benefit 501 (
c ) (3) or 501 ( c )
(6) organizations engage in
activities similar to those of the Chamber.
|
