Chamber By-Laws

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By-laws of

The Greater Bridger Valley Chamber of Commerce


Article I.-General January 29, 2012

Section 1. Name. This organization is incorporated under the Laws of the state of

Wyoming and shall be know as The Greater Bridger Valley Chamber of Commerce,

Incorporated.

Section 2. Purpose. The purpose of the Greater Bridger Valley Chamber of

Commerce are to:

.Promote the social and economic welfare of the Bridger Valley.

. Act as a liaison between the Bridger Valley and Uinta County, the State of

Wyoming, Federal agencies, and industry.

. Encourage the industrial and economic development of the Bridger Valley for the

purpose of growing and diversifying the local economy.

. Promote area wide-recreational and historic attractions.

. Serve as the public information organization for the Bridger Valley.

. Encourage the expansion of professional services and facilities in the Bridger Valley.

Section 3. Area. The Bridger Valley shall mean to include Lyman, Mountain View, Urie,

Fort Bridger and adjacent or near by areas that are historically considered to be part of the

Bridger Valley.

Section 4. Limitation of Methods. The chamber shall be nonprofit, non partisan and

non-sectarian.

ARTICLE- MEMBERSHIP

Section. 1. Eligibility. Any person, association, corporation partnership or having

estate having an interest in the objectives if the chamber shall be eligible to apply for

membership.

Section. 2. Ratification. The name of all new members, along with the appropriate

membership dues, shall be presented before the Board of Directors, at any regular Board

meeting. A majority vote by the Board of will ratify new members, and Secretary will

then place them on the Official Membership Roster.

Section 3. Dues. Membership dues shall be at such rate or rates, schedule or formula as

my be from time to time prescribed by the Board of Directors, payable annually in

January.

Section 4. Termination of Membership.

A. Resignation. Any Board member may resign from the Chamber upon written

request to the Board of Directors.

B. Non-Payment of Dues. The Board of Directors will expel any member for nonpayment

of dues after 90 days from the date due, Unless otherwise extended. A

two thirds vote of the Board of Director is required for termination of membership.

C. Improper-Conduct. Any member may be expelled for conduct unbecoming a

member or prejudicial to the aims or repute of the Chamber. The member will be

notified of the complaint and will be given an opportunity for a hearing in a

regularly scheduled Board meeting. A two-thirds vote of the Board of Directors is

required for membership termination of a membership.

Section 5. Voting. Any member as defined in article II, section 1.paying dues as

established in accordance with Article II, Section 3, Shall be entitled to one vote.

Section 6. Exercise of privileges. A member may nominate an individual to exercise

the voting privileges of the membership covered by its subscription. The member has

the right to change its membership nomination at any time. Written or e-mail

notification of changes must be made at least five days prior to any election in order to

be eligible to vote.

Each member may designate others affiliated with the member firm or business as nonvoting

members who shall have all privileges and rights of membership, including the

right to serve as a voting member or chair of committees.

Section 7. ORIENTATION. At regular intervals, orientation on the purposes and

activities of the Chamber shall be conducted for new members and new directors.

ARTICLE III. Meetings

Section 1. Annual Meetings. The Annual Meeting of the Chamber of Commerce shall

be held in March. The Board of Directors shall fix the time and place and will notify all

members at least ten days prior to the meeting.

Section 2. Additional Meetings.

A. Monthly meetings of the general Membership. General meetings of the

Chamber of Commerce will be held monthly, Additional meetings of the

Chamber may be called at anytime by the Chairman, or by written or emailed

petition of one third of the members. Notice of special meetings

shall be mailed or e-mailed to each member five days prior to such

meeting.

B. BOARD MEETINGS. Board meetings will be held at least once a

month. They may be called by the Chairman or by written or e-mail

application of a majority of the Board. A notice, Which includes the

purpose of the meeting, will be given to each Director at least one day

prior to the meeting.

The first meeting of each month will be an Executive session comprised solely of the

Board of Directors. If a second meeting of the month is needed, It will consist of a onehour

Executive session of the Board of Directors, with the remainder of the meeting open

to all members, general public and the press.

C. Committee Meetings. The Chairman or the Chairman of the Committee

may schedule Committee meetings at any time. Must give at least five

days notice to all members of the committee.

Section 3, Quorums. A majority of the Directors shall constitute a quorum of the

Board of Directors. At any duly called general meeting of the Chamber, the members

present and majority of the Board shall constitute a quorum. At committee meetings, A

majority shall constitute a quorum.

ARTICLE IV. Board of Directors

Section 1. Composition of the Board. The Board of Directors shall be composed of at

least Nine members; each will serve three years. One third of the board shall be elected

each year. Board members shall be elected without regard to their place of business or

residence.

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 a meeting of the Board in January, the

Chairman shall appoint a nominating committee of six, two from the Board of

Directors and four from the general membership. The committee shall select a

slate of candidates for election to the Board of Directors and present the slate at

the meeting in February. The committee shall also obtain from each nominee a “

letter of willingness to serve”.

Should a nominating committee not present a slate of candidates to the Board at the

selected meeting, The Board itself will then serve as the nominating committee.

B. PUBLICITY OF NOMINATIONS. Upon receipt of the report of the nominating

committee, and at least 14 days before the annual meeting, The secretary shall

notify the membership of the names of the persons nominated as candidates for

Directors, and the right of petition.

C. ADDITIONAL NOMINATIONS/PETITION. Additional names of candidates for

Directors can be nominated by petition bearing the signatures of at least five

voting members of the Chamber. Such petition shall be filed with the Board along

with a letter of “ willingness to serve” from the nominee no fewer than seven days

before the annual meeting.

Nominations may also be made from the floor at the annual meeting, Providing the

nomination has four seconds and the nominee is at the meeting and signs a letter of “

Willingness to serve”

D. DETERMINATION. If no petitions are filed in accordance with stated procedure

and no nominations made from the floor at the annual meeting, the nominations

shall be closed and the slated of candidates shall be declared elected by the Board

of Directors at the annual meeting.

If petitions or nomination from the floor shall present additional candidates, the names of

all candidates shall be arranged on a ballot and voting will be conducted at the annual

meeting.

Section 3. SEATING OF NEW DIRECTORS. All newly elected Board Members shall

be seated at the annual Meeting.

Section 4. Vacancies. A member of the Board of Directors who is absent from three

consecutive unexcused regular meetings of the Board shall be automatically dropped

from membership on the Board.

Vacancies on the board or among the officers shall be filled for the remainder of the term

of that vacancy by a majority vote of the Board of Directors

Section 5. RECALL. The chairman or a Board member of the Board of Directors may be

recalled by a two-thirds vote of the Board or by written petition of one third of the voting

members.

Section 6. Proxy. In the absence of the Director at a meeting of the Board, The Director

may designate another member of the Board to be his or her Proxy.

Section 7. MANAGEMENT. The Board of Directors shall be empowered to employ a

Chamber Manager and shall fix the salary and other considerations of the employment.

ARTICLE V. OFFICERS

Section 1. Determination of officers. At such times as the new Board of Directors is

seated during the annual March meeting, nominations shall be taken from the floor for

four officers: Chairman, Vice-Chairman, Secretary, and Treasurer. The officers will be

elected from the Board and will serve terms of one year. The retiring Chairman will

conduct the election.

Section 2. Duties of Officers.

A. Chairman. The chairman will serve as the executive head of the Chamber

Of Commerce and shall preside at all meetings of the membership and

Board of Directors. The Chairman shall determine all committees, select

All chairs and assist in the selection of committee personnel, subject to

Approval of the Board of Directors.

B. Vice-Chairman. The Vice-Chairman shall exercise the powers and

Authority and perform the duties of the Chairman in the absence or

Disability of the Chairman.

C. Secretary. The Secretary shall keep records of meetings and

Actions made by the Board of Directors and the general

Membership. The Secretary shall also conduct correspondence

For the Chamber.

D. Treasurer. The Treasurer shall be responsible for safeguarding the funds

Received by the Chamber and for their proper disbursement. Chamber

Funds shall be kept on deposit in a financial institution approved by the

Board of Directors. The Treasurer shall also make a monthly financial

Report to the board.

ARTICLE V1. –COMMITTEES AND DIVISIONS

Section 1. Appointment and Authority. The Chairman, by and with approval of the

Board of Directors, shall appoint such committees and their chairs as deemed necessary

to carry out the programs of the Chamber. Committees and their chairs shall not exceed

the term of the appointing Chairman.

Section 2. Limiting of Authority. No action by any member, committee, division,

employee, director, 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 of Directors.

Section 3. Divisions. The Board may create such divisions, committees, task forces,

departments or councils as it deems advisable, to handle the work of the Chamber.

The Board shall authorize the define the powers and duties of all divisions, committees,

task forces, departments and councils.

Divisions, committees, task forces, departments or councils shall take no action or

resolution of any kind bearing upon or expressive of the Chamber, without the approval

of the Board of Directors.

Section 4. Standing Committees. Certain committees shall be considered standing

committees to carry on continuous work for the Chamber and the Board. Such

Committees are:

A.. Membership. The membership committee shall be charged with the duties

Collecting dues, seeking new members, making notifications of meetings,

And keeping a list of membership. The Board of Directors shall also

Charge the membership committee with other duties as necessary.

B. Public Relations. The Public Relations Committee shall inform members

Of the Chamber, as well as the news media and the community, of

Activities conducted by the Chamber. The Public Relations Committee

shall also work with other chambers to publicize the activities and

businesses of the Bridger Valley. The Board of Directors shall also charge

the Public Relations Committee with other duties as necessary.

C. By-Laws. The By-Law committee shall consist of the regular Board of

Directors. This committee shall make a continual review of the y-laws.

Should any recommendations for change, addition, deletion, or revision by

submitted, the Board of Directors will consider the recommendations in a

regular Board of Directors meeting prior to the annual meeting. Any

proposed amendments shall be submitted to the general membership at the

annual meeting for consideration, discussion, and ratifying vote. Should

changes or revisions become immediately necessary, the committee may

recommend a special general meeting.

The Secretary shall notify the membership of the meeting, along with the

proposed changes, in writing, at least 14 days prior to the meeting. The Bylaws

may only be amended by first, passing with a majority vote by the

Board of Directors and second, by passing with a majority vote of the

members present at an amendment meeting.

D. Economic Development. The economic development committee shall

Work with local business, industry, and governmental bodies to improve

the business climate in the Bridger Valley and seek ways to attract new

business and industry.

D. Legislative. The legislative committee shall provide liaison between the

Chamber and Governmental bodies, keeping the Chamber informed of

pending legislation which might affect business and industry and making

recommendations to the Board of Directors on positions the Chamber might

take concerning legislation.

ARTICLE V11. – 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. Special funds may be created for designated

Projects as deemed necessary by the Board of Directors.

Section 2. Fiscal Year. The fiscal year of the shall close December 31.

Section 3. Disbursements. All disbursements shall be made semi-monthly by the

Treasurer after approval and ratification is made by a majority vote of the

Board of Directors at any regular Board meeting.

Section 4. Receipts. All receipts including but not limited to: membership dues,

Grants, loans, fund raising, donations, and participations, will be

Received by the Board of Directors at any regular Board meeting.

Formal receipt and acceptance will be made by motion and

Recorded in the minutes of the meeting.

Section 5. Budget. After seating of the new Board of Directors and

Officers, the Board (or a designated committee) shall compile

A budget of estimated expenses for the coming year and submit

It to the Board for approval.

Section 6. Audit. The Board of Directors shall authorize regular audits of the

Accounts of the Chamber and such audits shall be conducted on an

Annual basis. The presentation of the annual audit shall be made to

The board at its last meeting prior to the annual meeting, and shall be

Presented to the general membership during the annual meeting, prior

To the election of the new Board of Directors and officers.

ARTICLE V111.- PARLIAMENTARY AUTHORITY

Section1. Authority. The current edition of Roberts Rules of Order shall be the

Final source of authority for all questions or parliamentary procedure

Not covered by the Articles of Incorporation or the By-Laws of the

Chamber.

Section 2. Waiver. Provisions of the By-laws may be waived at individual

Meetings of the Board of Directors or the general membership by a

Simple majority vote of either the Board or the members at those

Respective meetings.

Such provisions, which may be waived, shall be waived at no more

Than two consecutive meetings for the Board or the membership.

BYLAWS – ARTICL 1V- SECTION 2- C and D

Additional names of candidates for Directors can be nominated by petition bearing the

signatures of at least five qualifies members of the Chamber of Commerce. Such

petitions shall be filed with the Board along with a letter of “Willingness to Serve” from

the nominee no fewer than seven days before the Annual General Membership Meeting.

Nominations may also be made from the floor a the Annual General Membership

Meeting provided the nomination has five seconds and the nominee is present at the

meeting and signs a letter of “Willingness to Serve.”

If no petition is filed in accordance with the stated procedure and no nominations are

made from the floor at the Annual General Membership Meeting, the nominations shall

be closed and the nominated slate of candidates shall be declared elected by the Board of

Directors a the Annual General Membership Meeting.

If a legal petition or nomination from the floor shall present additional candidates, the

names of all candidates shall be arranged on a ballot. Voting will be conducted at the

Annual General Membership Meeting.

____________________________________________________________________

The Greater Bridger Valley Chamber of Commerce

Board of Directors

Nomination Form

I nominate

(person)_________________________________________________________________

Because_________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Signatures of Nominating Committee Members:

____________________________ ____________________________________

_____________________________ ____________________________________

_____________________________

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