Skamania County Chamber of Commerce
BY –LAWS
Adopted March, 9, 1992
Amended March, 2001
Amended February, 2002
Amended December, 2003
Amended September, 2004
Amended November, 2006
ARTICLE 1
General
Section 1 NAME
This organization is incorporated under the laws of the State of Washington and shall be known as the Skamania County Chamber of Commerce Incorporated.
SECTION 2 PURPOSE
The Skamania County Chamber of Commerce is organized to achieve the objectives of:
1) Preserving the competitive enterprise system of business by: creating a better understanding and appreciation of the importance of business people and a concern for their problems; educating the business community and representing them, in city, county, state and national legislative and political affairs; preventing or addressing controversies which are detrimental to expansion and growth of business and the community if they arise; creating a greater appreciation of the value of a more liberal investment of substance and self on behalf of the interests of competitive business.
2) Promoting business and community growth and development by: implementing promotional programs designed to strengthen and expand the income potential of all business within the trade area; promoting programs of civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community; and discovering and correcting conditions which prevent the promotion of business expansion and community growth.
SECTION 3 AREA
The Skamania County area shall include the cities/communities of North Bonneville, Stevenson, and Carson and the County of Skamania.
SECTION 4 LIMITATION OF METHODS
The Skamania County Chamber of Commerce shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501(6) of the Internal Revenue Code.
ARTICLE II
MEMBERSHIP
SECTION 1 ELIGIBILITY
Any person, family, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible for membership.
SECTION 2 ELECTION
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 scheduled fee as provided in Section 3 of this Article.
SECTION 3 FEES
Annual membership fees shall be set by the Board of Directors. Fees will be reviewed and approved by the Board no less than 30 days prior to the annual meeting each year.
SECTION 4 TERMINATION
A. Any member may resign from the Chamber upon written request to the Board of Directors.
B. Any member shall be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after ninety (90) days from the date due, unless otherwise extended and or modified for good cause by the Board.
C. 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 the aims or repute of the Chamber, after notice and opportunity for a hearing are afforded the member complained against.
SECION 5 VOTING
In any proceeding in which voting by a member is called for, each member, as defined in Section 1 of this Article, shall be entitled to cast one (1) vote.
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 and shall have the right to change its membership nomination upon written notice.
SECTION 7 HONORARY MEMBERSHIP
Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, except the right to vote. And shall be exempt for payment of membership fees. The Board of Directors shall confer or revoke honorary membership by a majority vote.
SECTION 8 EX-OFFICIO MEMBERS
Ex-officio members of the Board of Directors shall consist of the mayors of the City of Stevenson and the City of North Bonneville or designated representatives, the Chairman of the Skamania County Board of Commissioners or a designated representative, the Superintendent of Stevenson-Carson School District or a designated representative, a representative of the Port of Skamania County, a designated representative of the Stevenson Business Association [amended Dec. 2003], a designated representative of the Carson Home Valley Stabler Business Association and a designated representative of the North Bonneville Business & Community Association [amended Nov. 2006]. Ex-officio members shall have voting privileges. Ex-officio members shall pay membership fees. [amended February 2002]
SECTION 9 FOREST SERVICE LIAISON
A Forest Service representative from the Mount Adams Ranger District shall serve as a liaison to the Chamber of Commerce. The representative shall serve in a non-voting capacity and has no fiduciary responsibility but shall represent the Forest Service as a community partner. [amended February 2002].
ARTICLE III
MEETINGS
SECTION 1 ANNUAL MEETING
In compliance with State Law, the Corporation shall hold an annual meeting at a time and place chosen by the Board of Directors. [amended February 2002]
SECTION 2 ADDITIONAL MEETINGS
(General Membership, Board and Committee Meeting)
General meetings of the Chamber may be called by the President at any time, or upon petition in writing of any 20 members in good standing.
A) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings;
B) The President may call board meetings or by the Board of Directors upon written application by five (5) members of the Board. Notice, including the purpose of the meeting, shall be given to each director at least five (5) days prior to said meeting.
C) Committee meetings may be called at any time by the President, President-Elect, or by the committee’s chairman.
SECTION 3 QUORUMS
At any duly called general meeting of the Chamber, twenty (20) members shall constitute a quorum; at a Board meeting, a majority shall constitute a quorum.
SECTION 4 NOTICES, AGENDA, and MINUTES
Written notice of all Chamber meeting must be given at least five (5) days in advance. An advance agenda and minutes should be prepared for all meetings.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1 COMPOSITION OF THE BOARD
The Board of Directors shall be composed of up to eight (8) elected members [amended Nov. 2006] 1/3 of whom shall be elected annually to serve for three (3) years, or until their successor are elected; and eight (8) [amended Nov. 2006] ex-officio members (refer to Article II, Section 8). [amended November 2006]. Of the eight (8) elected members, the Board composition must always include one Director who represents a business interest within Skamania County, east of Home Valley and one Director who represents a business interest within Skamania County, west of North Bonneville [amended November 2006].
The government and policy-making 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 September [amended Sept. 2004] Board meeting, the President shall appoint, subject to approval by the Board of Directors, a Nominating Committee of three to five (3-5) members of the Chamber. The President shall designate the chairman of the committee.
Prior to the November Board meeting, the Nominating Committee shall present to the Executive Director/Chamber Manager a slate of candidates to serve three-year terms to replace 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 terms is eligible for election. A period of one (1) year must elapse before eligibility is restored.
B. Publication of the Nominations. Upon receipt of the report of the nominating Committee, the executive Director/Chamber Manager shall immediately notify the membership by mail of the names of persons nominated as candidates for directors and the right of nomination by petition.
C) Nominations by Petition. Additional names of candidates for director can be nominated by petition bearing the genuine signatures of at least ten (10) qualified members of the Chamber. Such petition shall be filed with the Nominating Committee within ten (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.
D. Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared by the Board of Directors at a December Board meeting.
If a legal petition presents additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order and mailed by the Executive Director/Chamber Manager to all members at least 15 days before a December Board meeting.
The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Chamber within ten days. The Board of Directors shall, at a December Board meeting, declare the (number) candidates elected who received the greatest number of votes.
E. Judges. The President shall appoint, subject to the approval of the Board of Directors, at least three (3), but no more than five (5) judges who are not members of the Board of Directors or candidates for election. One will be designated chairman. Such judges shall have complete supervision of the election including the auditing of the ballots. They shall report the results of the election to the Board of Directors.
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. (Each newly elected member shall be presented with the by-laws at the January meeting.)
SECTION 4 VACANCIES
All elected members of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall be dropped from membership on the board unless confined by illness, or other absences which are approved upon a majority vote of those voting at any meeting thereof. An ex-officio member of the Board of Directors who shall be absent for three (3) consecutive regular meetings of the board of Directors may be requested to designate a replacement to represent their organization.
The Board of Directors shall fill vacancies on the Board of Directors, or among the Officers, by a majority vote.
SECTION 5 POLICY
(Statements of Position on Issues)
The Board of Directors is responsible for establishing procedure and adopting policy of the organization. These policies shall be maintained in a policy manual.
SECTION 6 MANAGEMENT
The Board of Directors shall employ an Executive Director/Chamber Manager, shall fix the salary and other considerations of employment and shall not employ the Executive Director under a personal service contract.
SECTION 7 INDEMNIFICATION
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber or 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 they or 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 to which such individuals shall be adjudged in such action, suit or proceeding to be liable for gross 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 of misconduct.
ARTICLE V
OFFICERS
SECTION 1 DETERMINATION OF OFFICERS
The Board of Directors at their regular January meeting shall reorganize for the coming year. The Nominating Committee for the Directors shall also nominate officers each year. At this meeting, the Board shall elect the President, the President-Elect, a Secretary and the Treasurer. Officers will be elected from members of the new Board. All officers shall take office on the first day of the new fiscal year and serve for a term of one (1) year or until their successor assumes the duties of the office. No officer (other than treasurer) shall be held by any individual for more than two (2) consecutive year terms. They shall be voting members of the Board of Directors.
SECTION 2 DUTIES OF THE OFFICERS
A. President. The President shall serve as the chief executive officer of the Chamber of Commerce and shall preside at all meetings of the membership, Board of Directors and Executive Committee.
B. President-Elect. The President-Elect shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President and perform additional duties which may be assigned by the President and the Board. [amended March 2001]
C. Treasurer. 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 Executive Director/Chamber Manager, or, in the absence of either or both, by the President or President-Elect. The Treasurer shall cause a monthly financial report to be made to the Board.
D. Secretary. The Secretary shall be the custodian of the records of the Chamber and shall serve as secretary to all Board and general membership meetings.
E. Executive Director/Chamber Manager. The Executive Director/Chamber Manager shall be the chief administrative and operating officer. The Executive Director/Chamber Manager shall assist all Officers of the Board of Directors, and cause to be prepared special reports as directed by the program of the Chamber.
The Executive Director/Chamber Manager shall be responsible for administration of the program of work in accordance with the policies and regulations of the Board of Directors.
The Executive Director/Chamber Manager shall be responsible for hiring, discharging, directing and supervising all employees.
SECTION 3 EXECUTIVE COMMITTEE
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board for its actions. It shall be composed of the President, the President-Elect, Treasurer, Secretary and Executive Director.
SECTION 4 INDEMNIFICATION
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any or all of its officers or former officers as delineated in Article IV, Section 7 of these by-laws.
ARTICLE VI
COMMITEES
SECTION 1 APPOINTMENT AN AUTHORITY
A. The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairpersons. The President may appoint such ad hoc committees and their chairpersons as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless a different term is approved by the Board of Directors.
B. It shall be the function of the committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.
SECTION 2 LIMITATION OF AUTHORITY
A. No action by any member, committee, employee director or officer shall be binding upon, or constitute an expression of the policy of Chamber until it shall have been approved or ratified by the Board. This limitation shall not apply to actions taken by the Executive Director/Chamber Manager or Officers in the normal course of business operation of the Chamber.
B. Committees shall be discharged by the President when their work has 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 the Board of Directors has approved committee action it shall be incumbent upon the committee chairperson, Chamber President, or, in their presentations before, civic and governmental agencies.
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 Executive Director/Chamber Manager is authorized to make disbursements on accounts and expenses provided for in the budget for normal on-going operating expenses in amounts not to exceed two thousand dollars ($2,000). Disbursement(s) shall be made by check signed with 2 authorized signatures.
SECTION 3 FISCAL YEAR
The fiscal year of the Chamber shall commence January 1 and close on December 31.
SECTION 4 BUDGET
As soon as possible election of the new Board of Directors and Officers, the Executive Director/Chamber Manager shall develop 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 externally audited annually as of the close of business on December 31, unless otherwise specified by the Board. The audit shall at all times by available to the members of the organization in the offices of the Chamber.
SECTION 6 BONDING
The Executive Director/Chamber Manager and such other officers and staff as the Board of Directors may designate may 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 objective and purposes specified in the by-laws, 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 as follows:
1. To Skamania County a percentage of the remaining funds equal to the percentage of its current contribution to the total current budget and;
2. The remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific and philanthropic organizations to be selected by the Board of Directors in accordance with current IRS regulations
ARTICLE IX
PROCEDURE
SECTION 1 PARLIAMENTARY AUTHORITY
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the charter or by-laws of the Chamber.
ARTICLE X
AMENDMENTS
SECTION 1 REVISIONS
These by-laws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members present at any regular or special meeting, providing the notice for the meeting includes the proposal for amendments. Any proposed amendments or alteration shall be submitted to the Board or the members in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.
Adopted March 9, 1992
