THE NEWPORT AREA CHAMBER OF COMMERCE
ARTICLE I. NAME
The name of this non-profit (501 C-6) corporation shall be THE NEWPORT AREA CHAMBER OF COMMERCE, INC. AND HEREINAFTER REFERRED TO AS THE CHAMBER. The Board of Directors shall have the authority to adopt a DBA for the Chamber.
ARTICLE ll. OBJECT
Section 1. The Chamber is organized for the purpose of advancing the commercial, industrial, civic and general interest of the Greater Newport and Surrounding Area.
Section 2. The Chamber in its activities shall be non-profit, and non-partisan. The Chamber shall observe all local, state, and federal laws which apply to a non-profit organization defined in Section 501 c (6) of the Internal Revenue Code.
ARTICLE III. MEMBERSHIP
Section 1. ELIGIBILITY: Any individual, association, corporation, partnership, government, or business having an interest in the objectives of this organization shall be eligible to apply for membership.
Section 2. ELECTION: Applications for membership shall be in writing on forms with signature or through Web site/Social Media with electronic signature. All applications to be approved by Board vote via Board meeting or electronic communications.
Section 3. TERMINATION: Any member in good standing may resign from the Chamber upon written notice to the Board of Directors. No pro-rated refund of dues shall be made. Any member in good standing shall be deleted from membership for nonpayment of dues after 60 days from due date. Any member that has engaged in conduct contrary to the Chambers mission or damaging to the Chamber may be expelled by majority vote by the Board of Director.
Section 4. VOTING: Any member in good standing is entitled to speak and vote on issues brought to General membership by the Chamber Board
ARICLE IV. DUES AND FINANCIAL STRUCTURE
Section 1. DUES: Membership dues shall be determined by the Board of Directors. Dues must be paid annually and are considered delinquent if not paid within 30 days of due date.
Section 2. BUDGET AND DISBURSMENTS: Prior to the Annual Meeting, the Board of Directors shall prepare the annual budget based on anticipated revenues and expenses, to be viewed by the general membership and approved by the Board of Directors at their meeting of the year. The fiscal year starts on October 1st of each year and may be amended by the Board of Directors.
Section 3. FINANCE AND REVIEW: The accounts of the Chamber shall be reviewed at least annually by the finance and Review Committee and or Board of Directors and made available for membership review.
Section 4. DISSOLUTION: The Chamber shall use its funds to accomplish the objectives and purposes specified in these 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 remaining funds shall be distributed to one or more regularly recognized qualified charitable, educational, scientific or philanthropic as selected by the Board of Directors as defined in IRS Section 501c(3)’
ARTICLE V. BOARD OF DIRECTORS
Section 1. BOARD TERMS/COMPOSITION: The governing of the Chamber shall be vested in the Board of Directors who shall have the control of its property and the direction of its affairs. The board shall be composed of no less than (5) and no more than (15) members, the specified number to be set by the Board of Directors by resolution from time to time. Directors may serve up to three consecutive 2 year terms, in addition to any unexpired term to which they may have been appointed. Should vacancies occur in any office, the Board shall appoint a successor to fill the unexpired term of office.
Section 2. ELECTION OF THE BOARD OF DIRECTORS: Directors shall be elected each year at the October meeting of members (or as soon thereafter as may be convenient) to replace the Directors whose regular terms are expiring on December 31st of that year. Candidates for election must represent members in good standing and must have agreed in advance to accept the responsibility of a directorship.
The Board terms officially begins on January 1st. New elected Board of Directors are encouraged to attend Board meetings for the purpose of training for their new elected positions from the time elected to the ending of the precious positions term. Retiring Directors shall continue to serve until December 31st.
Section 3. EXECUTIVE COMMITTEE: Each year the Directors shall select from their ranks a President, Vice President, Secretary, and Treasure who shall together constitute the Executive Committee charged with the responsibility for the operational and financial decision making of the Chamber between monthly board meetings. The term of office for the President, Vice President, Secretary and Treasure shall be for one year and subject to re-election.
Section 4. STANDING RULES/NOTICE: The board as a whole may adopt standing rules for conducting the business of the Chamber for member and Board meetings. Special Board meetings may be called by the President or any (3) Board members upon written notice, telephone or electronic transmission to each Board Member at least 7 days prior to said called special meeting.
Section 5. QUORUM: A quorum at any Board meeting, special or regular, shall consist of a majority of the number of Directors holding office at that time. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 6. REGULAR BOARD MEETING: The regular board meeting shall be held at the desecration of Board but, where practical, on that same time and day of each month. Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 7. ACTION WITHOUT MEETING: Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting if consent that clearly sets forth the action to be taken is executed or consented to by all the Directors. Electronic transmission is permitted with a majority vote from the Board. Any such record shall be in the minutes as if it were the minutes of a Board meeting.
Section 8. ATTENDENCE/CONDUCT: Any member of the Board of Directors who misses or does not have excused absences for three Director meetings in a row shall be deemed as resigned from the Board and shall be replaced by the appointment by the Board of Directors of a replacement on the determination by the Board or a committee authorized by the Board to make such a determination, that the Board member has engaged in conduct contrary or damaging to the Chamber or mission of the Chamber. Action can be taken upon a majority vote of the Board of Directors.
Section 9. RESIGNATION: Any Director may resign, effective immediately, or at a later time specified by notification to the President of the Board or Board of Directors. If the resignation is effective at a future time, a successor may be selected in advance to fill the vacancy when the resignation becomes effective.
Section 10: FINANCIAL: All financial decisions that are non budgeted items are subject to approval by majority vote by the Board
Section 11. AFFILIATIONS: Their shall be no more than two Board members at any time representing any one business, corporation or association.
Section 12. EX-OFFICIO MEMBERS: The Board, on an annual basis, may appoint Ex-Offico members at its discretion. Terms of each such director shall end at the close of the calendar year on December 31st.
Section 13. DESIGNATED/REGISTERED AGENT: The Board at its discretion may appoint a person to the position of Designated/Registered Agent who shall serve at the pleasure of the Board with duties and compensation to be determined by the Board. The principle office of the Chamber shall be located at its principal place of business as the Board of Directors may designate from time to time. The Designated/Registered Agent shall serve as an Ex-Officio, non-voting member of the Board of Directors.
ARTICLE VI. OFFICERS
Section 1. PRESIDENT: The President shall perform all duties incidental to the office of President. The President shall also preside at all meetings of the Board of Directors and overall supervision of Board affairs. The President shall provide leadership to the Board of Directors and its committees in formulating, developing and evaluating corporate policies and goals. Encourage members of the Board to chair committees in consultation with and subject to approval of the Board and approval of all agenda items for general/Board meetings. Oversee election process for new Board members and officers. The President shall perform such other duties as the Board may direct.
Section 2. VICE PRESIDENT: The Vice President shall assist the President and act in the absence or disability of the President. The Vice President shall assist the President in selecting and in the supervision of those committee members. The Vice President will schedule presenters/speakers for general member meetings. He or she shall perform any and all duties as assigned by the President or Board.
Section 3. TREASURER: The treasurer shall receive and disburse all funds of the chamber under the direction of the Board. All funds shall be kept in the name of the Chamber in a depository designed by the Board. No appropriations of money or property of the Chamber shall be made for any purpose other than to defray legitimate expenses of the Chamber without express direction of the Board. If required by the Board the Treasurer shall be bonded at the Chambers expense. The Treasure will:
- Provide a monthly financial report before each Board of Directors meeting for review
- The Treasure shall be required to appoint and chair a finance committee.
- The Treasure may use the Designated Agent to assist in the daily financial runnings of the Chamber through the Boards direction.
- The Treasure will be one of at least two (2) designated check signers for the Chamber.
Section 4. SECRETARY: The Secretary shall take the minutes of all Board meetings and any special meetings at which official office business is conducted.
- The Secretary shall also be responsible for the keeping of the minute’s book.
- The Secretary shall post all minutes for public record via print media and/or Chamber website.
- The Secretary shall provide the Board of Directors a copy of previous Board/General minutes for review before the next Board of Directors meeting for review and approval (at least 1 week prior to meeting)
Section 5. The Board, at its discretion may combine the office of Treasure and Secretary.
Section 6’ In the event of the absence of the President and Vice President, a member of the Board shall be chosen to act in their absence
ARTICLE VII. COMMITTEES
Section 1. APPOINTMENT: The Board shall appoint all committee chairpersons as deemed necessary to the operation of the Chamber
Section 2. AUTHORITY OF COMMITTEES: It shall be the function of the committees to carry out the various projects of the Chamber and make timely reports to the Board. No standing or other committee shall represent the Chamber without the express authority from the Board.
Section 3. COMMITTEE MEETINGS: All meetings of committees may be schedule at the discretion of the chair person or the President.
Section 4. STANDING COMMITTEES: The following is a list of standing committees:
- Nominating Committee: Nominating and Governance Committee shall be run by the Chamber Board of Directors. This committee shall seek to fill each open position on the Board. A list of those nominated shall be present to the membership at one general meeting prior to the election of Directors. At this time nominations from the floor may be accepted.
- Finance Committee: The Finance Committee will be under the direction of the Treasurer and to examine all of the financial transactions of the Chamber, oversee the development of the annual budget.
- Standing yearly events: To include but not limited to the Chamber Gala, Chamber Poker Paddle, and Rodeo Parade/Event
- Governance Committee: This committee shall meet to review the Chamber’s articles and By-Laws and make recommendations for changes to meet the mission of the Chamber as well as federal and state guidelines. Recommended changes shall be presented to the Board for approval prior to any member meeting at which they will be proposed.
ARTICLE VIII.MEMBER MEETINGS
Section 1. MEMBER MEETINGS: The regular meetings shall be open to all members and guest at such place and time as set by the Board.
Section 2. SPECIAL MEETINGS: Special meetings may be called by any 10 members in good standing; Three (3) members of the board; or by the President. In the event of a special meeting notice shall be published on the Chamber Website and/or Newsletter at least one week prior to the scheduled meeting, stating the purpose and the person calling the meeting.
Section 3. ANNUAL MEETING: The annual meeting of the Chamber shall be held during the month of December at which time the new Board, officers and annual operating budget shall be presented to the membership.
Section 4 QUORUM: A simple majority of those members in good standing present at any general meeting shall constitute a quorum. No Proxies shall be allowed.
ARTICLE IX. RULES OF ORDER
Section 1. The Board of Directors may adopt rules of order to govern Member and Director Meetings.
ARTICLE X. AMENDMENTS
Section 1. BY-LAWS: These By-Laws may be amended or altered by a majority vote of members in good standing present at any member meeting providing notice has been given.
Section 2. APPROVAL: All proposed amendments to said By-Laws shall be first received and approved by the Board of Directors prior to submission to the membership.