Rainier Chamber of Commerce

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RAINIER CHAMBER OF COMMERCE

BYLAWS

Revised June 14, 2006

Revised June 13, 2007

 

ARTICLE I - GENERAL

Section 1. Name: This organization is incorporated under the laws of the state of Oregon and shall be known as the Rainier Chamber of Commerce.

Section 2. Purpose: The Rainier Chamber of Commerce is organized to stimulate and improve the commercial, professional, industrial, cultural and agricultural interests of the City of Rainier and the surrounding areas in order to build a better community.

To accomplish this purpose, the Rainier Chamber of Commerce shall adhere to these guidelines:

1.   Encourage business and community prosperity by promoting economic programs designed to strengthen and enhance the financial opportunities for all businesses within Rainier.

2.   Serve as an effective non-partisan, non-sectarian voice for business on legislative, business, social, governmental and community issues affecting Rainier.

3.   Identify and overcome obstacles that are detrimental to the business climate and to community growth.

4.   Support civic, social and cultural programs designed to increase the functional and aesthetic values of the community.

Section 3. Limitation of Methods: The Rainier Chamber of Commerce shall observe all local, state, and federal laws, which may apply to a non-profit organization as defined in section 501 (c) (6) of the Internal Revenue Code. In all its activities, the Rainier Chamber of Commerce shall be nonpartisan and nonsectarian, and shall not discriminate on the basis of race, creed, color, age, sex, marital, handicap or veteran status.

 

ARTICLE II - MEMBERSHIP

Section 1. Eligibility: Any person, sole-proprietor, association, corporation, partnership or estate doing business in Rainier or serving the residents or businesses of Rainier, shall be eligible for membership.

Section 2. Membership Application: Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Application for membership shall constitute affirmation that the applicant agrees to adhere to the By-Laws, rules and regulations of the Rainier Chamber of Commerce.

Section 3. Dues: Annual membership dues shall be at the rates or formula as may be from time to time prescribed by the Executive Board, payable in advance or in such other installments or for such other periods as the Board may from time to time determine.

Section 4. Voting: Any person, firm, association, corporation or estate shall be entitled to one vote; except that where individuals have been designated to represent such additional memberships, such individual shall be entitled to one vote.

Section 5. Termination:

a.   Any member may resign from the Chamber upon written request to the Board of Directors; however, such resignation shall not relieve a member from any arrearage of membership investments, subscriptions or their indebtedness to the Chamber.

b.   Any member may be suspended or expelled by a simple majority vote of the Executive Board, at any regular or special meeting of the Executive Board, for conduct unbecoming a member or prejudicial to the alms or reputation of the Chamber, after due process has been given to the member in question. Such members will be notified in writing, at least ten days prior to the meeting, of the charges giving rise to the suspension or expulsion.

Section 6. Reinstatement: The Executive Board may reinstate any former member of the Chamber upon terms and conditions as it may deem fit.

 

ARTICLE III- MEETINGS

Section 1. Annual: The annual meeting of the Chamber shall be held at such time and place as shall be determined by the Executive Board.

Section 2. Additional:

a.   General membership meetings shall be held throughout the year on a monthly or bimonthly basis. The Executive Board shall set date, time and place.

b.   Executive meetings may be called by the President or by three officers of the Executive Board upon written or verbal notice. Notice (including purpose of the meeting) shall be given to each officer at least one (1) day prior to said meetings.

c.   Committee meetings may be called at any time by the President, Vice-President, or by the committee’s chairperson.

Section 3. Quorums: At any duly called general meeting of the Chamber, a majority of members present shall constitute a quorum; at an Executive Board meeting, a simple majority of officers shall constitute a quorum.

 

ARTICLE IV - GOVERNMENT

Section 1. The general management, government and control of the Rainier Chamber of Commerce shall be vested in its Executive Board, members of which shall be nominated and elected in accordance with the Bylaws.

Section 2. Executive Board. The Executive Board (Board) shall act for, and on behalf of, the membership, but shall be accountable to the membership for its actions. It shall be composed of the President, immediate Past President, Vice President, Treasurer, Secretary, and three (3) at-large board members. The President shall serve as head of the Executive Board. The Executive Board shall keep regular minutes of its proceedings and report same to the membership.

a.   At-Large Board Members. At least two (2) of the at-large board members shall be owners or representatives of Rainier area business entities; at least one of which shall be located in the downtown area of Rainier. 

ARTICLE V - OFFICERS

Section 1. Officers: The officers of this organization shall consist of the members of the Executive Board. 

Section 2. Nomination of Officers: A nominating Committee of three (3) members in good standing shall be appointed by the President at the regular meeting in October of each year.

Section 3. Election of Officers and At-Large Board Members:

a.   Officers shall be elected by a majority vote of the Members assembled at the regular meeting in November of each year. The term of office shall be from January 1st to December 31st of the ensuing year. Vacancies may be filled at a regular meeting by a majority of the members assembled. Those elected shall serve until the next annual meeting.

Section 4. Duties of Officers:

a.   The President shall be the recognized head of the Chamber and preside at all meetings of the membership. He or she shall appoint all standing committees, not otherwise provided for, and shall perform such other duties as are the prerogative of the presiding officer. He or she shall be an ex-officio member of all committees.

b.   The Vice-President shall exercise the powers and authority and performs the duties of the President in the absence or disability of the President.

c.   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. All checks are to have two (2) authorized signatures. The Treasurer shall give a monthly Financial Report to be made to the Board and shall keep a record of payment of dues.

d.   The Secretary shall keep accurate minutes of all meetings, provide the agenda, keep a membership list and perform all other duties general to the position.

e.   At-Large board members shall participate in developing and executing Chamber of Commerce policies and programs, and shall perform other duties as may be agreed upon by the President or a majority of the Board of Directors.

f.    All officers serve at the discretion of the Membership. An officer determined to be failing to discharge duties with due diligence may have his/her appointment revoked by two thirds of the members present and voting in a quorum session pursuant to Article III, Section 3.

g.   No officer of the Chamber shall, as such, receive any compensation for services rendered or expenses incurred, unless authorized and fixed by the Board.

ARTICLE VI- COMMITTEES

Section 1. Appointment and Authority: The President shall appoint all committees, subject to the approval of the members. The President may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointments shall serve concurrent with the term of the appointing President, unless the Board approves a different term. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board and to carry on such activities as may be delegated to them by the Board.

Section 2. Limitation of Authority: No action by any member, committee, 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. Ad Hoc 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, it is deemed wise to discontinue the Ad Hoc committee.

Section 3. Testimony: Once committee action has been approved by the Board, it shall be incumbent upon the committee leaders, or, in their absence, whom they designate as being familiar enough with the issue to give testimony to or make presentation before civic and government agencies.

 

ARTICLE VII - FINANCE

Section 1. Funds: All money paid to the Chamber shall be accounted for by way of monthly accounting and budget forms.

Section 2. Disbursement: Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board.

Section 3. Fiscal Year: The fiscal year of the Chamber shall close on December ~

Section 4. Budget: As soon as possible after 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 for approval.

Section 5. Annual Audit: The accounts of the Chamber shall be audited annually as of the close of business on December 31 by two members appointed by the President. The audit shall at all times be available to members of the organization upon request.

Section 6. Bonding: The persons authorized to sign checks on behalf of the Chamber 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 purpose specified in these Bylaws and no part of said funds shall 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 organization to be selected by the members and/or by the Executive Committee.

 

ARTICLE IX - PROCEEDINGS

Section 1. Parliamentary Authority: The concurrent edition of Robert’s Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter or By-laws of the Chamber.

 

ARTICLE X - AMENDMENTS                       

Section 1. Revision: The By-laws may be amended or altered by a majority vote of the members present at any regular or special meeting. Any proposed amendments or alterations shall be submitted to the Board at least one meeting in advance.