Name, Location, Seal, Business
SECTION 1: Name: The name of this corporation shall be “Glenns Ferry Chamber of Commerce, Inc.” it shall be referred to hereinafter as “the Chamber.”
SECTION 2: Location: The principal office of this corporation shall be in the City of Glenns Ferry, County of Elmore, State of Idaho.
SECTION 3: Seal: This corporation may have a corporate seal which shall be a circular metallic seal containing between the outside and inside circles, the impression of the words, “Glenns Ferry Chamber of Commerce, Inc.-Idaho” and shall have within the inner circle of the impression the words “Corporate Seal.”
SECTION 4: Business: This corporation shall engage in the businesses and have all of the powers as prescribed by its Articles of Incorporation.
SECTION 1: Purpose: The purpose for which this corporation is organized is civic in nature to promote industrial, commercial and recreational development within and in the vicinity of the City of Glenns Ferry, County of Elmore, State of Idaho; to promote and assist the growth and development of small business concerns and others in the area; to acquire, own, use, manage, leave, convey or otherwise dispose of and deal in real property or any interest therein, within, and in the vicinity of the City of Glenns Ferry, County of Elmore, State of Idaho; to buy, sell and otherwise deal in all forms of personal property in order to promote said industrial, commercial, small business, and recreational development to increase employment in the area and improve the welfare of the people. The corporation shall be and is empowered to cooper and work with governmental and municipal agencies as well as with private efforts in order to achieve its corporate purpose. The corporation shall act as the primary promotion agent for the community of Glenns Ferry and as such shall promote just and equitable principles in business, through the collection and dissemination of information, and through services that may be rendered in connection with subjects of general importance, through research and, if needed, direction action.
SECTION 2: Limitations: The Chamber in its activities shall be non-sectarian and shall take no direct part in nor directly lend its influence or facilities to the nomination, election, or appointment of any candidate for elective office in the City, County, State or National Government.
SECTION 1: Eligibility: Any person, firm, partnership, corporation/association, estate or trust may apply for active membership in the Chamber upon payment of annual dues and agrees to conform to and abide by the Articles of Incorporation and Bylaws of the Glenns Ferry Chamber of Commerce, Inc. and any amendments there to.
SECTION 2: Classification of Members: Membership in the Chamber shall be Active and Honorary. Active members shall consist of individuals and firms who pay at least the minimum membership dues. All Active members in good standing shall be entitled to vote, to hold office, to receive all publications of the Chamber, to avail themselves of the facilities of the Chamber office, to serve on standing and special committees, to attend all regular and special membership meetings, to have the privileges of the floor at such meetings, to participate in all referenda conducted by the Chamber, and to display its’ membership emblem. Each paid member shall designate one person to represent that membership. Honorary membership shall consists of honorary or life members and may be designated from time to time by the Board of Directors. Honorary members shall have voting privileges. Life membership shall not be conferred by the Board of Directors upon any person except by unanimous vote of all the Board of Directors.
SECTION 3: Membership Dues: The minimum annual membership dues for active members of the Camber shall be reviewed annually by the Board of Directors and any proposed changes shall be voted on by Chamber membership.
SECTION 4: Voting: Each individual member in good standing shall be entitled to one vote. Honorary members shall be entitled to one vote. Votes shall by individual persons only, one vote per person, and not by proxy. Every firm shall designate a voting representative for each vote authorized.
SECTION 5: Expulsion: Any member of the Chamber may be expelled on the following grounds:
- For nonpayment of dues.
- For conduct unbecoming a member, determined after notice and opportunity for hearing before the Board of Directors. Two-thirds vote of the total members of the Board of Directors shall be required for expulsion, and upon such vote, the subject membership shall be annulled.
SECTION 6: Resignation: The Board of Directors shall accept the resignation of any member submitted in writing.
SECTION 7: Termination of Membership: Upon termination of any membership by death, resignation, or expulsion, the interests of such member in and to the property of the corporation and his/her rights and privileges shall be forfeited. In the event of termination of membership, dues shall not be refundable.
SECTION 8: Transfer of Membership: Memberships in the Chamber are not transferable. The sale or transfer of ownership of said firm, and admission to membership by the new purchaser may be accomplished without termination of membership.
SECTION 9: Member in Good Standing: A member in good standing is defined to be only those members whose dues are paid.
SECTION 1: Annual Meetings: The annual membership meeting of the Chamber shall be held in the month of January of each year at such time and place as may be designated by the Board of Directors. At such annual meeting, the newly elected officers and directors shall be installed.
SECTION 2: Regular Meetings: Regular Membership Meetings may be established by the Board of Directors.
SECTION 3: Special Meetings: The President may call such special meeting of the membership as he/she may deem necessary, and shall call a membership meeting upon the request of a member of the Board of Directors or upon the request of ten percent of the members in good standing.
SECTION 4: Quorum: Ten percent of the active members in good standing of the Chamber shall constitute a quorum for the transaction of any business at a membership meeting.
Board of Directors and Officers
SECTION 1: Government: The government of the Chamber, the direction of its work and the control of its property shall be vested in the Board of Directors consisting of nine members. These members shall consist of the four elected directors plus the immediate past president and the four elected officers. Directors shall be elected annually for a term of one year. Each of whom shall be an active member in good standing of the corporation.
SECTION 2: Eligibility for Directors: Members of the Board of Directors shall be elected from the nominees nominated by the Nominating Committee as herein provided, for terms of one year each until their respective successors are elected and qualified. A full term as an elected director shall be defined to be one calendar year and elected officers shall serve on the Board of Directors for the term of their office. It is the intention of this section to permit a member to be appointed to the Board of Directors for the unexpired term of a Director and then be eligible for election.
SECTION 3: Absence from Meetings: In the event that a Director is absent from three consecutive REGULAR meetings of the Board of Directors for reasons which the Board fails to declare to be sufficient, his/her resignation shall be deemed to have been tendered and accepted and another member shall be appointed to serve his/her term.
SECTION 4: Nomination and Election of Directors and Officers:
- Nominating Committee: On or before the second (2) Monday of October of each year, the President shall appoint a Nominating Committee consisting of three (3) members, no more than one (1) of which shall be from the Board of Directors.
- Candidates: Within fifteen (15) days after their appointment, the Nominating Committee shall present a slate of as many candidates as there are vacancies to replace the Directors whose regular terms are expiring and each of whom shall have individually accept the Directorship responsibilities.
- Publicity: Immediately upon receipt of the report of the Nominating Committee, the President shall notify the members of the names of the persons nominated as candidates for Directors and exercise the right of membership to nominate from the floor at any regular meeting prior to the election.
- Election: Election shall be held the first Tuesday of December at the meeting of the Chamber of each year. Only members in good standing shall be entitled to vote. The vote for election of Directors and Officers can be cast by secret or open ballot, one vote for each membership and no votes by proxy shall be permitted. A member in good standing can vote absentee ballot prior to the election.
SECTION 5: Ex-Officio Members: Immediately following the annual election of Directors and Officers as prescribed herein, the newly designated Board of Directors may recommend the appointment of Ex-Officio members so as to have representatives from a broad spectrum of the community. Directors selected in this manner shall be approved by the Board of Directors and shall personally accent the responsibility of the office. They shall be selected and properly installed at the Annual Installation Meeting.
SECTION 6: Seating of New Directors: All newly elected and appointed Board members shall be seated at the Annual Installation Meeting of the Camber and shall be participating members thereafter.
SECTION 7: Vacancies: Vacancies occurring in the office herein provided for shall be filled by interim appointment by a Resolution of the Board of Directors and requires a two-thirds vote of directors. The interim appointment shall be until the vacancies’ term has expired.
Meeting of Board of Directors
SECTION 1: Regular Meetings: The Board of Directors shall meet at such times and places as it may designate, but not less than once per month. A regular meeting of the Board shall be held at a time and place fixed by the President during the second full week of his/her presidency and ratified by the Board of Directors. The President or Board of Directors may designate the time and place for additional regular meetings during the fiscal year by two-thirds vote of the Board as a whole. Once set, no notice is required for regular meetings.
SECTION 2: Special Meetings: Special meetings of the Board of Directors of the Chamber shall be subject to the call of the President or by three (3) Directors provided that notice shall be given to each Director stating the purpose of the meeting, time and place thereof, at least 24 hours’ notice prior to the meeting must be given. This notice can be either verbal or written.
SECTION 3: Quorum: At all of the meetings of the Board of Directors, a simple majority shall constitute a quorum for transaction of business. Robert’s Rules of Order apply.
SECTION 1: President’s Office: The President shall preside at all meetings of the Chamber and of the Board of Directors, and perform all duties incident to that office. He/She shall, subject to the approval of the Board of Directors, appoint committee chairpersons, except as hereinafter provided, and he/she shall be an ex-officio member of all committees. He/She shall, as he/she may deem proper, commend to the membership of the Board of Directors such matters and make such suggestions as may tend to promote the prosperity and increase the usefulness of the Chamber.
SECTION 2: Vice President’s Office: The First Vice President shall act in the absence of the President and assist the President in the performance of his/her office when deemed necessary.
SECTION 3: Treasurer’s Office: The Treasurer shall receive and disburse the funds of the Chamber. He/She shall keep all monies of the Chamber deposited in the name of the Chamber. At frequent intervals, he/she shall make reports to the Board of Directors. All disbursements shall be made by checks duly signed by the President, Vice-President and Administrator and counter signed by the Treasurer.
SECTION 4: Secretary’s Office: It shall be the duties of the Secretary to conduct the Official correspondence, communication, and maintain an accurate record of the proceedings of the Chamber, the Board of Directors, and all committees. He/She shall perform such duties as may be incident to his/her office, subject to the direction of the Board of Directors. At the expiration of his/her term of office, he/she shall deliver to the Board of Directors all books, papers and property of the Chamber.
SECTION 5: Vacancies: Vacancies occurring in the officer herein provided for shall be filled by interim appointment by a Resolution of the Board of Directors and requires a two-thirds vote. The interim appointment shall be until the vacancies’ term has expired.
SECTION 6: Hold harmless: The Board of Directors, its officers and committees shall not be held personally liable for any of the actions of the Chamber, unless criminal intent is shown, employees of the corporation shall not be personally liable for the actions of the Chamber.
SECTION 7: Term of Officers: The term of elected officers shall be one calendar year.
SECTION 1: Authorization and Appointments: The Board of Directors shall authorize and define the powers and duties of all standing and special committees, except those herein defined. The Board of Directors or the President shall appoint all committees.
SECTION 2: Authority of Committees: All committees including those which are sponsored by the Chamber but whose membership is not necessarily made up of Chamber members, authority is limited by that which the Board of Directors delegates. They shall report directly to the Board of Directors of the Chamber and shall not contract any debt on behalf of this Chamber without express authorization of the Board of Directors, and shall not take or make public any actions without authorization of the Board of Directors.
Any person or persons appointed to act as the official representative or representatives of the Chamber at conventions, hearings, or public meetings of any kind, shall so act only after receiving specific instructions from the Board of Directors. Upon completion of such an assignment the representative(s) shall make a full report to the Board of Directors.
SECTION 1: Fiscal Year: The fiscal year of the Chamber shall be January 1 through December 31.
SECTION 2: Budget: The Board of Directors shall constitute the Budget Committee and adopt a budget in December each year for the following fiscal year. The Board of Directors shall adjust and/or revise the annual budget to conform to any limitations or expenses created by changes in the gross income according to changing conditions throughout the year.
SECTION 3: Disbursement of Funds: No disbursements of funds over $250.00 per line item can be made unless the same shall have been approved, authorized and ordered by Board approval.
SECTION 4: Donations: It shall be the guideline of the Chamber not to make donations to individuals or groups unless duly provided in the budget.
These bylaws may be altered, amended or repealed by one of the following:
- By the affirmative vote of two-thirds of the members of the Board of Directors at any regular or special meeting, provided the proposed action be presented in writing at the regular meeting to the Board next preceding such vote, or notice in writing be sent to each member of the Board at least fifteen (15) days prior to such vote;
- By the affirmative unanimous vote of the members of the Board of Directors at any regular or special meeting;
- By a two-thirds affirmative vote of the members entitled to vote thereat, at the Annual meeting of the members, or at any other meeting of the members called for that purpose by the Directors.
On dissolution of the Chamber any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations or be selected by the Board of Directors and no funds shall inure to be distributed to the members of Chamber.
DATE ADOPTED: DECEMBER 2, 1997
MARCH 20, 2012