BY-LAWS

ARTICLE 1 – NAME/DURATION

Section 1.	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 2.	DURATION:The duration of this organization shall be perpetual.

ARTICLE II – OBJECTS

Section 1.	OBJECTS DEFINED
	Advancing the commercial, agricultural, industrial, tourism, and civic interests of the City of Heppner, and the County of Morrow, in the State of Oregon. To promote integrity, good faith, and just and equitable principles in business, uniformity and certainty in commercial usages and customs, and a more enlarged and friendly relation between and among, merchants and residents of Heppner and adjacent, surrounding and tributary areas. To acquire, preserve and distribute commercial, agricultural, industrial and civic statistics and information of value. Discover and correct abuses, to protect trade and commerce from unjust and unlawful exactions; to prevent or adjust controversies. To take part in the consideration and decision of State and National economic and social problems concerning Heppner and the surrounding territory. Promoting programs of a civic, social and cultural nature designed to assist in increasing the functional and aesthetic values of the community.
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 4.	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 5.	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 6.	MEMBERSHIP FEES
		Membership fees shall be established by the Board of Directors and shall be payable annually.
Section 7.	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 8.	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 9.	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 10.	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 it’s work and the control of it’s property shall be vested in a Board of Directors consisting of nine(9) to eleven (11) 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:
		President First Vice President Second Vice President 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.
		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. 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. 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. 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 first Thursday 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 Thursday 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 first Thursday 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.

By-Laws