Sherwood Area Chamber of Commerce
BYLAWS
ARTICLE I
NAME
This organization is incorporated under the laws of the State of Oregon and shall be known as the Sherwood Area Chamber of Commerce of Commerce.
ARTICLE II
PURPOSE
The Sherwood Area Chamber of Commerce is a private not-for-profit, 501( c ) 6 corporation, the purpose of which is to promote and encourage business growth in the Sherwood and surrounding area.
The Sherwood Area Chamber of Commerce shall observe all Local, State and Federal laws, which apply to non-profit organizations recognized as defined in Section 501(c)(6) of the Internal Revenue Code.
ARTICLE III
MEMBERSHIP
Section 1. ELIGIBILITY
Any person, association, corporation, LLC or partnership that complies with relevant laws and having an interest in the purposes of the corporation shall be eligible to apply for membership.
Section 2. APPLICATION PROCESS
Applications for membership shall be in writing on forms provided for that purpose. An applicant shall become a member upon payment of the membership dues.
Section 3. DUES
The membership dues shall be at such rates as prescribed by the board of directors payable annually in advance.
Section 4. TERMINATION
Any member shall be terminated for nonpayment of membership dues within ninety (90) days of its due date.
Membership may otherwise be terminated whenever the Board of Directors determines that a member has acted in opposition to the purposes of the corporation. The member shall be given written notice of the intent to terminate membership not less than fifteen (15) days prior to the effective date of termination and shall be given the opportunity of a hearing before the board.
Section 5. RESIGNATION
A member may resign in any manner that results in notice to the corporation that the member no longer wishes to be a member.
Section 6. QUORUM VOTING
Any member may be represented at any meeting by any employee delegated by it for that purpose; but each member shall be entitled to only one vote. A quorum shall consist of those members present in person or by proxy and the outcome shall be decided by majority vote of the full members present in person or by proxy.
Section 7. PROXIES
Every full member of the corporation entitled to vote at any meeting thereof may vote by proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it.
Section 8. 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 hold office, and shall be exempt from payment of dues. The Board of Directors shall confer honorary membership by a majority vote and review annually.
Section 9. ASSOCIATE MEMBERSHIP
Any person, firm or corporation may become an associate member of this corporation, if more than five (5) corporations are listed under a parent company or corporation, they automatically qualify as an Associate Member. Application for Associate Member shall be by written application and upon payment of annual dues in effect. The determination of annual dues for Associate Members is at the discretion of the Board of Directors. Associate Members shall have all the privileges of members, except the right to vote and hold office.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. AUTHORITY
The Board of Directors shall be the governing body of the Sherwood Area Chamber of Commerce and shall establish and maintain a written policy statement for the direction of this organization and its contribution for the benefit of its members.
Section 2. COMPOSITION OF THE BOARD
The number of directors and officers of the corporation shall be nine (9) or eleven (11) as determined by the Board. A director must be a member of the corporation in good standing. No director shall serve more than 2 consecutive terms but may be eligible for re-election after the lapse of one year. As an exception to the term restrictions, if a director is elected or appointed to serve as an officer, that director’s term shall automatically be extended so that the term of office may be completed. Board members shall be elected by the membership and shall serve terms not to exceed two (2) years or until a successor is elected or appointed.
All Directors shall serve without compensation except for the Executive Director.
Section 3. ELECTION OF THE BOARD
a) Board Members. Members of the Board of Directors shall be elected to office by the membership. Officers of the Board of Directors, the Vice President, Secretary, and Treasurer, shall be elected to office by the Board of Directors. The Executive Director shall be appointed to office by the Board of Directors.
b) Nominating Committee. There shall be a nominating committee appointed by the Board of Directors 4 months prior to the annual meeting consisting of at least five (5) members of the corporation. By 3 months prior, the nominating committee shall present to the Board of Directors a slate of candidates for the positions on the Board of Directors.
c) Publicity of Nominations. The membership shall be notified by mail, at least one month prior to the annual meeting, of the candidates nominated
d) Nominations by Petition. Nominations for directors and officers may also be made in writing, endorsed with the names of not less than ten members of the corporation, up to 30 days prior to the day of the annual meeting of the members of the corporation. If no petition is filed within the designated period, the nominations shall be closed.
A candidate receiving a majority of the votes cast for a position shall be deemed elected. The Secretary shall be responsible for the collection, security and the counting of the ballots, and report the results of the election to the membership. In the event of a tie vote, the Board of Directors shall determine the nominee elected. Directors shall assume office immediately upon election.
Section 4. VACANCIES
The Board of Directors shall fill by appointment any vacancy occurring in the Board. The director appointed to fill a vacancy shall complete the un-expired term of his or her predecessor.
Section 5. REMOVAL OF DIRECTORS
Members of the Board of Directors may be removed with or without cause by a majority vote of the Board of Directors
Section 6. MEETINGS OF BOARD OF DIRECTORS
A meeting of the Board of Directors shall be held following the annual election, and shall meet monthly thereafter. The President may, as deemed necessary, or at the request in writing of five members of the Board, issue a call for a special meeting of the Board.
Section 7. QUORUM
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 8. ABSENCE
The office of any board member may be declared vacant when a board member has been absent from 3 consecutive board meetings. Vacancies may be declared by a majority vote of the board. Any board member may be replaced by majority vote of the board.
ARTICLE V
MEMBERSHIP MEETINGS
Section 1. MEMBERSHIP MEETINGS
General membership meetings shall be held on dates as determined by the board, place and hour being given at least 7 days prior.
Section 2. ANNUAL MEETING
The corporation shall conduct an annual meeting of the membership. Notice shall be given to each member no less than 30 days prior to the annual meeting. The notice shall include the date, time and location of the meeting and shall describe all business to be presented to the membership for its consideration.
Section 3. SPECIAL MEETINGS
Special meetings of the membership for any purpose may be called at any time by the President of the corporation or by written application of at least one-half (1/2) of the Board members or by written application of at least five percent (5%) of the membership. In the event such a meeting is called, notice of the meeting shall be given to the membership.
ARTICLE VI
OFFICERS
Section 1. OFFICERS
The Officers of the Sherwood Area Chamber of Commerce are: President, Vice President, Immediate Past President, Secretary, Treasurer, and Executive Director. All officers are voting members of the Board with the exception of the Executive Director. An officer must be a member of the corporation in good standing.
Section 2. ELECTION OF OFFICERS
At its regular July meeting the Board of Directors shall elect a Vice-President, Secretary, and Treasurer to conduct the business of the corporation. The Vice-President, Secretary, and Treasurer shall be elected from the then current members of the Board of Directors. All officers, with the exception of the Vice President, shall serve for a term of one (1) year or until his or her successor assumes the duties of office. The President, Vice-President, Immediate Past President, Secretary, and Treasurer shall be members of the Board of Directors.
Upon election to the position of Vice President, a director shall commence a three (3) year term that shall be in addition to any time already spent as a director. Unless sooner removed by resignation or action of the Board, the director elected to the position of Vice-President shall act in that capacity for one year, and shall act as President of the corporation during the following year, and shall act as Immediate Past President the final year.
Section 3. PRESIDENT
The President shall preside at all meetings of the Sherwood Area Chamber of Commerce and Board of Directors. The President shall perform all duties incident to the office and shall be a member of all committees.
Section 4. VICE PRESIDENT
The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President, and shall succeed the President in office.
Section 5. TREASURER
The Treasurer shall oversee the funds and dues of the corporation, the maintenance of regular books of account, and the deposit of all funds. The Executive Director and Treasurer shall provide monthly financial reports to the Board of Directors.
Section 6. SECRETARY
It shall be the duty of the Secretary to oversee all corporate documents. The Secretary shall be responsible for the collection, security and the counting of the ballots, and report the results of the election to the membership.
Section 7. VACANCIES
Vacancies in any office arising from any cause shall be filled by election by the Board of Directors at a special or regular meeting within 60 days. Notice of the election shall be given to the members of the Board of Directors. The officer elected to fill a vacancy shall complete the un-expired term of his or her predecessor in office.
Section 8. EXECUTIVE DIRECTOR
The Executive Director is accountable to the Board of Directors and reports directly to the President. The Executive Director is the Chief Executive Officer. The Executive Director is responsible for the general management and direction of the employees and activities of the Sherwood Area Chamber of Commerce and the implementation of the policies and budget as approved by the Board. The Executive Director may be assigned other responsibilities from the President and the Board of Directors. The Executive Director shall, at all times, operate the Sherwood Area Chamber of Commerce within the spirit of the Chamber’s Mission Statement.
Section 9. REMOVAL OF OFFICERS
Any officer may be removed by the Board of Directors whenever in the Board's best judgment the interests of the corporation will be served. Officers serve at the discretion of the Board of Directors and may be removed at any time by the Board with or without cause. The Board of Directors shall not be required to make any showing of cause for dismissal or removal of any officer.
ARTICLE VII
COMMITTEES
Section 1. APPOINTMENT AND AUTHORITY
Committees shall be designated by the President, subject to the approval of the Board of Directors, as deemed necessary to carry out the programs of the Chamber, and shall serve for as long as the President and Board of Directors deem necessary. Committee members shall be active Sherwood Area Chamber of Commerce members in good standing.
Section 2. LIMITATION OF AUTHORITY
No action by any member, committee, employee, director or officer shall be binding upon the corporation or constitute an expression of the policy of the corporation until approved by the Board of Directors.
ARTICLE VIII
FINANCES
Section 1. FUNDS
All money received by the corporation shall be placed in a general operating fund unless otherwise designated and restricted.
Section 2. DISBURSEMENTS
Upon approval of the budget, disbursement on accounts and expenses of the corporation provided for in the budget may be made without additional approval of the Board of Directors. Disbursements shall be made by check or other vehicles supported by written documentation.
Section 3. FISCAL YEAR
The fiscal year of the corporation shall close on June 30.
Section 4. BUDGET
On or before June 30 of each year the Executive Director shall prepare the budget for the coming year and submit it to the Board of Directors for approval.
Section 5. ANNUAL REVIEW OF BOOKS
The accounts of the Sherwood Area Chamber of Commerce shall be compiled annually as of the close of the business on June 30th by a qualified person selected by the Board of Directors. An audit of the books may be ordered by the Board of Directors at any time.
ARTICLE IX
DISSOLUTION
Section 1. PROCEDURE
The corporation shall use its funds only to accomplish the objectives and purposes specified in these bylaws and its Articles of Incorporation. No part of any such funds shall inure or be distributed to the members, officers or directors of the corporation except as otherwise authorized by these bylaws. Upon dissolution of the corporation, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations, as defined in sections 501(c)(3) and 501(c)(6) and any applicable regulations of the Internal Revenue Code.
ARTICLE X
PROCEDURE
Section 1. PARLIAMENTARY AUTHORITY
A current edition of Roberts Rules of Order shall be the final source of authority
ARTICLE XI
AMENDMENTS
Section 1. REVISIONS
The bylaws may be altered, amended or repealed by an affirmative vote of two thirds of the Board of Directors at any regular or special meeting of the Board. Further, these bylaws may be amended by two thirds of the members at any regular or special meeting of the membership, providing the notice for the meeting includes the proposed amendments. The membership shall be notified of changes to the bylaws.
Section 2. LAST REVISION DATE
These bylaws were restated and adopted by action of the Board of Directors on: March 26, 2003.
Approved by the membership on: May 13, 2003.
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